AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 8, 2002

REGISTRATION NO. 333-84548

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

AMENDMENT NO. 1

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

<Table>

REGENT COMMUNICATIONS, INC. REGENT BROADCASTING, INC.
(Exact name of registrant as specified in its (Exact name of registrant as specified in its
charter) charter)
</Table>

<Table>
<Caption>
DELAWARE 31-1492857 DELAWARE 61-1371632

(State or other jurisdiction (I.R.S. Employer (State or other jurisdiction (I.R.S. Employer
of Identification of Identification
incorporation or No.) incorporation or No.)
organization) organization)
</Table>

<Table>

Regent Broadcasting of Albany, Inc. Delaware 61-1367566
Regent Broadcasting of Chico, Inc. Delaware 91-1841263
Regent Broadcasting of El Paso, Inc. Delaware 31-1671469
Regent Broadcasting of Erie, Inc. Delaware 25-1838559
Regent Broadcasting of Flagstaff, Inc. Delaware 86-0883259
Regent Broadcasting of Flint, Inc. Delaware 11-2816474
Regent Broadcasting of Grand Rapids, Delaware 61-1367565
Inc.
Regent Broadcasting of Kingman, Inc. Delaware 86-0883260
Regent Broadcasting of Lafayette, Inc. Delaware 61-1395450
Regent Broadcasting of Lake Tahoe, Delaware 91-1841261
Inc.
Regent Broadcasting of Lexington, Inc. Delaware 62-1700854
Regent Broadcasting of Mansfield, Inc. Delaware 11-3356796
Regent Broadcasting of Palmdale, Inc. Delaware 95-4645821
Regent Broadcasting of Peoria, Inc. Delaware 37-1409348
Regent Broadcasting of Redding, Inc. Delaware 91-1841262
Regent Broadcasting of San Diego, Inc. Delaware 91-1853044
Regent Broadcasting of South Carolina, Delaware 57-1073151
Inc.
Regent Broadcasting of St. Cloud, Inc. Delaware 61-1339265
Regent Broadcasting of St. Cloud II, Minnesota 41-1606304
Inc.
Regent Broadcasting of Utica/Rome, Delaware 31-1671480
Inc.
Regent Broadcasting of Watertown, Inc. Delaware 31-1671476
Regent Broadcasting Midwest, Inc. Delaware 61-1315369
Regent Broadcasting West Coast, Inc. California 94-3128962
Regent Licensee of Chico, Inc. Delaware 31-1621681
Regent Licensee of El Paso, Inc. Delaware 31-1671470
Regent Licensee of Erie, Inc. Delaware 25-1838861
Regent Licensee of Flagstaff, Inc. Delaware 31-1621677
Regent Licensee of Kingman, Inc. Delaware 86-0939969
Regent Licensee of Lake Tahoe, Inc. Delaware 31-1622685
Regent Licensee of Lexington, Inc. Delaware 31-1555710
Regent Licensee of Mansfield, Inc. Delaware 34-1878147
Regent Licensee of Palmdale, Inc. Delaware 31-1621678
Regent Licensee of Redding, Inc. Delaware 91-1841262
Regent Licensee of San Diego, Inc. Delaware 91-1853036
Regent Licensee of South Carolina, Delaware 57-1073136
Inc.
Regent Licensee of St. Cloud, Inc. Delaware 61-1339266
Regent Licensee of Utica/Rome, Inc. Delaware 31-1671482
Regent Licensee of Watertown, Inc. Delaware 31-1671477
RepCom, Inc. Minnesota 41-1640145
Sartell FM, Inc. Minnesota 41-1620938
</Table>

<Table>

(Exact name of (State or (I.R.S.
registrant other Employer
as specified in its jurisdiction Identification
charter) of No.)
incorporation
or
organization)
(Exact name of (State or (I.R.S.
registrant other Employer
as specified in its jurisdiction Identification
charter) of No.)
incorporation
or
organization)
</Table>

---------------------

100 EAST RIVERCENTER BOULEVARD, 9TH FLOOR, COVINGTON, KENTUCKY 41011
(859) 292-0030
(Address, including zip code, and telephone number, including area code, of
registrants' principal executive offices)
---------------------

TERRY S. JACOBS
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
REGENT COMMUNICATIONS, INC.
100 EAST RIVERCENTER BOULEVARD, 9TH FLOOR
COVINGTON, KENTUCKY 41011
(859) 292-0030
(Name, address, including zip code and telephone number, including area code,
of agent for service)
---------------------

COPIES OF COMMUNICATIONS TO:
RICHARD G. SCHMALZL, ESQ.

DOUGLAS D. ROBERTS, ESQ.

GRAYDON HEAD & RITCHEY LLP
1900 FIFTH THIRD CENTER
511 WALNUT STREET
CINCINNATI, OHIO 45202
PHONE: (513) 621-6464
FAX: (513) 651-3836
Continued on next page

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

Continued from previous page

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: From time to time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
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, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please 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 the delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]

CALCULATION OF REGISTRATION FEE

<Table>
PROPOSED
AMOUNT MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED(1) REGISTERED PER UNIT OFFERING PRICE FEE
- --------------------------------------------------------------------------------------------------------------------------------

PRIMARY OFFERING:
Common Stock of Regent Communications, Inc.
Preferred Stock of Regent Communications, Inc.
Convertible Preferred Stock of Regent
Communications, Inc.
Depositary Shares of Regent Communications, Inc.
Debt Securities of Regent Communications, Inc.
Convertible Debt Securities of Regent
Communications, Inc.
Warrants to purchase any of the foregoing
Securities
Stock Purchase Contracts of Regent Communications,
Inc.
Stock Purchase Units of Regent Communications, Inc.
Guarantees of Debt Securities and Convertible Debt
Securities of Regent Communications, Inc. by
Regent Broadcasting, Inc. and Subsidiary
Guarantors (5)
Debt Securities of Regent Broadcasting, Inc.
Convertible Debt Securities of Regent Broadcasting,
Inc.
Guarantees of Debt Securities and Convertible Debt
Securities of Regent Broadcasting, Inc. by Regent
Communications, Inc. and Subsidiary
Guarantors (5)
Primary Offering Total (2) (2) $250,000,000.00(2)(3) $ 23,000.00(4)
- --------------------------------------------------------------------------------------------------------------------------------
SECONDARY OFFERING:
Common Stock of Regent Communications, Inc. 215,828 shares $7.275(6) $ 1,570,148.70(6) $ 144.46(7)
- --------------------------------------------------------------------------------------------------------------------------------
Total N/A N/A $251,570,148.70(3)(6) $ 23,144.46(4)(7)
</Table>

(1)This Registration Statement also covers delayed delivery contracts which may
be issued by the registrants under which the party purchasing such contracts
may be required to purchase the securities registered hereunder. Such
contracts may be issued together with the specific securities to which they
relate. In addition, the securities registered hereunder may be sold
separately, together, or as units with other securities registered hereunder.

(2)Not specified as to each class of securities to be registered hereunder
pursuant to General Instruction II.D. of Form S-3.

(3)Estimated solely for the purpose of computing the registration fee in
accordance with Rule 457(o) of the General Rules and Regulations under the
Securities Act of 1933, as amended. If any debt securities or convertible
debt securities are issued under this Registration Statement at an original
issue discount, the proposed maximum aggregate offering price shall be such
greater amount as shall result in net proceeds of $250,000,000.00 to the
registrants.

(4)The Primary Offering registration fee of $23,000.00 was calculated pursuant
to Rule 457(o) of the General Rules and Regulations under the Securities Act
of 1933, as amended, by multiplying (A) .000092 by (B) the proposed maximum
aggregate offering price. The Primary Offering registration fee was
previously paid on the initial filing of this Registration Statement.

(5)Pursuant to Rule 457(n) of the General Rules and Regulations under the
Securities Act of 1933, as amended, no separate fee is payable with respect
to the Guarantees registered hereby.

(6)Estimated solely for the purpose of computing the registration fee in
accordance with Rules 457(a) and (c) of the General Rules and Regulations
under the Securities Act of 1933, as amended, based on the average of the
high and low prices of Regent Common Stock as reported on the Nasdaq National
Market on April 5, 2002.

(7)The Secondary Offering registration fee of $144.46 was calculated pursuant to
Rules 457(a) and (c) of the General Rules and Regulations under the
Securities Act of 1933 by multiplying (A) .000092 by (B) the proposed maximum
aggregate offering price. The Secondary Offering registration fee is being
paid with the filing of this Amendment No. 1.

THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
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 THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.

EXPLANATORY NOTE

This registration statement consists of two separate prospectuses. The
first prospectus relates to (i) the offer and sale from time to time by Regent
Communications, Inc. upon the effectiveness of this registration statement of
its common stock, preferred stock, convertible preferred stock, depositary
shares, debt securities, convertible debt securities, warrants, stock purchase
contracts, stock purchase units, and guarantees, (ii) the offer and sale from
time to time of debt securities, convertible debt securities and guarantees by
Regent Broadcasting, Inc., and (iii) guarantees of the Subsidiary Guarantors.
The second prospectus relates to the proposed offer and sale by Regent
Communications, Inc. and the selling stockholders named in that prospectus of
shares of Regent common stock promptly following the effectiveness of this
registration statement. The sale of shares of its common stock by Regent
Communications, Inc. pursuant to the second prospectus will reduce the aggregate
initial public offering price of the securities available for sale under the
first prospectus.

SUBJECT TO COMPLETION, DATED APRIL 8, 2002

PROSPECTUS

[REGENT COMMUNICATIONS LOGO]

Regent may offer from time to time, at prices and on terms to be
determined:

- shares of common stock;

- shares of preferred stock, which may be convertible into common stock;

- depositary shares representing fractions of shares of preferred stock;

- debt securities, which may be convertible and could consist of
debentures, notes or other types of debt;

- warrants to purchase any of the foregoing securities;

- stock purchase contracts;

- stock purchase units; and/ or

- guarantees of the debt securities of Regent Broadcasting, Inc.

Regent Broadcasting, Inc. may offer from time to time, at prices and on
terms to be determined:

- debt securities, which may be convertible and could consist of
debentures, notes or other types of debt; and/or

- guarantees of the debt securities of Regent Communications, Inc.

Some of our direct and indirect wholly-owned subsidiaries may guarantee the
debt securities of Regent and/or Regent Broadcasting, Inc. offered under this
prospectus.

The aggregate offering price of the securities offered by Regent and Regent
Broadcasting, Inc. will not exceed $250,000,000 less the amount of any common
stock sold by us under the other prospectus included in the shelf registration
statement of which this prospectus is a part.

Each time we offer securities, we will provide a supplement to this
prospectus that will describe the specific terms of any securities we offer and
the specific manner in which we will offer the securities. The prospectus
supplements may also add, update or change information contained in this
prospectus.

Regent common stock is traded on The Nasdaq National Market under the
symbol "RGCI." The prospectus supplement for other securities offered hereby
will inform you if such securities are to be traded on The Nasdaq National
Market or any national securities exchange and the trading symbol for such
securities.
---------------------

FOR A DESCRIPTION OF CERTAIN SIGNIFICANT CONSIDERATIONS IN CONNECTION WITH
THE SHARES AND RELATED MATTERS DESCRIBED IN THIS DOCUMENT, SEE "RISK FACTORS"
BEGINNING ON PAGE 3.
---------------------

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

---------------------

THE INFORMATION IN THIS DOCUMENT IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS DOCUMENT IS NOT AN OFFER
TO SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES
IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
---------------------

The date of this prospectus is , 2002

ABOUT THIS PROSPECTUS

This prospectus is part of a shelf registration statement that we filed
with the SEC. By using a shelf registration statement, we may sell, from time to
time, in one or more offerings, any combination of the securities described in
this prospectus. The total dollar amount of the securities we may sell through
these offerings will not exceed $250,000,000 and will be reduced by the amount
of common stock sold by us under the other prospectus included in the shelf
registration statement of which this prospectus is a part.

This prospectus only provides you with a general description of the
securities we may offer. Each time we sell securities, we will provide a
prospectus supplement that contains specific information about the terms of such
securities. The prospectus supplement may also add, update or change information
contained in this prospectus. You should read both this prospectus and any
prospectus supplement, together with the additional information described under
the heading "Where You Can Find More Information."

---------------------

YOU SHOULD RELY ONLY ON INFORMATION CONTAINED IN THIS DOCUMENT OR TO WHICH
WE HAVE REFERRED YOU. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH
INFORMATION THAT IS DIFFERENT. THIS DOCUMENT MAY ONLY BE USED WHERE IT IS LEGAL
TO SELL THESE SECURITIES.

RISK FACTORS

You should carefully consider the following risk factors in addition to the
other information in this prospectus before purchasing our securities. 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 securities.
There may also be additional risk factors in any prospectus supplement relating
to particular securities that you should read and carefully consider before
purchasing such securities.

RISKS RELATED TO OUR OPERATIONS

OUR ACQUISITION STRATEGY MAY NOT BE SUCCESSFUL.

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

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

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

- inability to negotiate definitive purchase agreements on satisfactory
terms;

- loss of key employees of acquired stations;

- diversion of management's attention from other business concerns;

- restrictions in our credit facility that require us to obtain our bank's
consent for acquisitions under certain circumstances;

- inability to sell any non-performing station; and

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

If we are unable to grow as planned, we may not be able to compete
successfully with larger broadcasting companies and other media.

IF WE ARE UNABLE TO MANAGE EFFECTIVELY OUR PLANNED RAPID GROWTH, OUR OPERATIONS
AND REVENUES COULD SUFFER.

We have grown substantially in a relatively short period of time and we
intend to continue to grow rapidly in the future. To manage our growth
successfully, we must, among other things, integrate the operations, systems and
management of radio stations we acquire, stringently control our costs, increase
our marketing activities, attract and retain qualified management personnel, and
train new personnel.

WE MAY NOT BE ABLE TO OBTAIN SUFFICIENT ADDITIONAL FINANCING FOR FUTURE
ACQUISITIONS.

Depending upon the nature, size and timing of our acquisitions, we may
require financing in excess of that available under our bank credit facility. We
cannot assure you that our bank credit facility or any other agreements to which
we are a party will permit additional borrowings at the desired times. Nor can
we assure you that additional or alternative financing from other sources will
be available to us or, if available, that the financing would be on terms
acceptable to us.

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, and are not
seeking, "key man" insurance on the life of Mr. Jacobs or Mr. Stakelin.

WE MAY LOSE AUDIENCE SHARE AND ADVERTISING REVENUE TO COMPETING RADIO STATIONS.

Our radio stations compete with other radio stations in each market for
audience share and advertising revenue. Our advertising revenue primarily
depends upon our stations' audience share in the demographic groups targeted by
our advertisers. 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 our
markets. In addition, shifts in population, demographics and audience tastes and
other factors beyond our control could cause us to lose market share to our
competitors. 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 MAY LOSE AUDIENCE SHARE AND ADVERTISING REVENUE TO OTHER TYPES OF MEDIA
COMPETITORS.

We also compete with other media such as television, newspapers, direct
mail and outdoor advertising for advertising revenue. 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 and new low power FM radio, which could
provide radio services in the same frequency range currently occupied by
traditional FM and AM radio services.

A loss of audience share to these media could result in decreased
advertising revenue for us.

WE MAY LOSE ADVERTISING REVENUES IF THE UNITED STATES ECONOMY DOES NOT IMPROVE.

Advertising is a discretionary business expense that tends to decline
during an economic recession or downturn. Recessions or downturns in the United
States economy and the economies of individual geographic markets in which we
own or operate stations directly affect our advertising revenue and,
consequently, our results of operations. During 2001, the radio industry
experienced negative year over year advertising revenue growth, primarily as a
result of the recession in the United States economy. The current recession has
affected business sectors that advertise heavily on radio, which has resulted in
a reduction in advertising spending. Our advertising growth rate has been
adversely affected by the recession. If the factors that have contributed to the
radio industry's overall negative advertising revenue growth persist or worsen,
our advertising growth rate could be even more significantly affected.

AN ECONOMIC DOWNTURN IN ANY OF OUR SIGNIFICANT MARKETS COULD ADVERSELY AFFECT
OUR REVENUE AND CASH FLOW.

Our stations are located in a relatively small number of markets. A
significant decline in net broadcasting revenue from our stations in any of our
significant markets, particularly Lafayette, Grand Rapids, El Paso and Albany,
could have a material adverse effect on our operations and financial condition.

WE HAVE A HISTORY OF NET LOSSES THAT MAY CONTINUE IN THE FORESEEABLE FUTURE.

We had a net loss of approximately $1.7 million for the year ended December
31, 2001. We had net income of approximately $13.9 million for the year ended
December 31, 2000, primarily due to a gain of approximately $17.8 million which
we recognized on an exchange of radio stations with Clear Channel
Communications, Inc. We had a net loss of approximately $6.8 million for the
year ended December 31, 1999. The primary reasons for our losses in 2001, 2000
(when excluding the gain on our exchange of radio stations) and 1999, are
significant charges for depreciation and amortization relating to the
acquisitions of radio stations and interest charges on our outstanding debt. As
we acquire additional stations, depreciation and interest charges will probably
increase and we may continue to experience net losses in the future.

WE HAVE NOT YET DETERMINED WHAT EFFECT RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
WILL HAVE ON OUR FINANCIAL POSITION OR RESULTS OF OPERATIONS.

Acquisitions recorded as purchases for accounting purposes have resulted
in, and in the future may result in, the recognition of significant amounts of
goodwill and other purchased intangibles. In July 2001, the Financial Accounting
Standards Board (FASB) issued Statement of Accounting Standards (SFAS) No. 142,
"Goodwill and Other Intangible Assets," pursuant to which goodwill and
indefinite lived intangible assets will no longer be amortized but will be
subject to impairment tests at least annually. SFAS 142 became effective for us
on January 1, 2002. We are currently evaluating the full impact that SFAS 142
will have on our consolidated financial statements. However, the elimination of
amortization expense related to goodwill and other indefinite lived intangible
assets has had a material impact on our financial statements beginning in the
first quarter of 2002. Amortization expense related to goodwill and indefinite
lived intangibles was approximately $10.5 million, $6.4 million, and $2.0
million, respectively, for the years ended December 31, 2001, 2000 and 1999. We
have begun the assessment of the recoverability of goodwill recorded on the date
of adoption but we have not completed this benchmark assessment and have not
determined whether we will impair any goodwill and indefinite lived intangible
assets upon implementation of this standard. When amortization of our indefinite
lived assets ceased on January 1, 2002, due to the adoption of SFAS 142, the
reversal of deferred tax liabilities relating to those intangible assets was no
longer assured within the Company's net operating loss carryforward period.

In addition, in August 2001, FASB issued SFAS No. 144, "Accounting for the
Impairment of Disposal of Long-Lived Assets," that addresses the financial
accounting and reporting for impairment or disposal of long-lived assets,
including the disposal of a segment of a business. SFAS 144 requires that
long-lived assets be reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. We have a significant amount of long-lived assets, such as
property, equipment, goodwill, FCC licenses and other intangible assets recorded
on our balance sheet. If we were to determine that a permanent impairment of an
asset had occurred, a charge would be made against income in the period such
determination was made. We will adopt SFAS 144 in the first quarter of 2002. We
are in the process of assessing the effects of this pronouncement.

WE COULD EXPERIENCE DELAYS IN EXPANDING OUR BUSINESS DUE TO ANTITRUST LAWS AND
OTHER REGULATORY CONSIDERATIONS.

The Federal Trade Commission, the United States Department of Justice and
the FCC carefully review proposed transactions under their respective regulatory
authority, focusing on the effects on competition, the number of stations owned
in a market and the effects on concentration of market revenue share. Any delay,
prohibition or modification required by such regulatory authorities could
adversely affect the terms of a proposed transaction or could require us to
abandon an otherwise attractive opportunity. We have experienced delays from
time to time in connection with some of our acquisitions.

IF WE COULD NOT RENEW OUR FCC LICENSES, OUR BUSINESS WILL BE IMPAIRED.

Our business is dependent upon maintaining our broadcasting licenses issued
by the FCC, which are issued currently for a maximum term of eight years. Our
broadcasting licenses will expire between 2004 and 2006. We cannot assure you
that our pending or future renewal applications will be approved, or that such
renewals will not include conditions or qualifications that could adversely
affect our operations. Moreover, governmental regulations and policies may
change over time and we cannot assure you that such changes would not have a
material adverse impact upon our business, financial condition and results of
operations.

RESTRICTIONS AND LIMITATIONS IMPOSED UNDER OUR CREDIT FACILITY COULD ADVERSELY
AFFECT OUR ABILITY TO OPERATE OUR BUSINESS AND IMPLEMENT OUR STRATEGY.

The terms of our credit facility restrict us from engaging in many
activities and require us to satisfy various financial tests, and these
restrictions may make it more difficult to pursue our acquisition strategy. Our
credit facility restricts, among other things, our ability to:

- incur additional indebtedness and/or liens;

- issue capital stock in certain circumstances;

- pay dividends or make certain other restricted payments;

- make certain investments or acquisitions;

- 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.

IF WE DEFAULT UNDER OUR CREDIT FACILITY, WE MAY NOT BE ABLE TO REPAY SUCH
INDEBTEDNESS.

Our credit facility requires us to maintain specified financial ratios and
satisfy certain financial condition tests. A breach of these or any other credit
facility restrictions could result in a default under our credit facility. If an
event of default occurs, then our credit facility lenders could declare all
amounts outstanding, including accrued interest, immediately due and payable. If
our credit facility indebtedness were accelerated, our assets may not be
sufficient to repay in full such indebtedness and our other indebtedness.

OUR INTEREST EXPENSE MAY INCREASE AS A RESULT OF OUR VARIABLE RATE CREDIT
FACILITY.

Borrowings under our credit facility bear interest at variable rates.
Because we do not presently employ any financial instruments to manage our
interest rate exposure, increases in the weighted average interest rate under
our credit facility would result in greater interest expense to us.

WE HAVE ESTABLISHED CERTAIN ANTI-TAKEOVER MEASURES THAT COULD PREVENT AN
ACQUISITION OR CHANGE OF CONTROL OF OUR COMPANY.

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

RISKS RELATED TO EQUITY OFFERINGS

CERTAIN STOCKHOLDERS OWN APPROXIMATELY 31% OF OUR OUTSTANDING VOTING POWER AND
THEIR INTERESTS MAY CONFLICT WITH YOURS.

acquire, or of discouraging a third party from seeking to acquire, a majority of
the outstanding common stock of our company. The interests of these controlling
stockholders may conflict with yours.

STOCKHOLDERS OWNING A SUBSTANTIAL AMOUNT OF OUR COMMON STOCK MAY RESELL SHARES
INTO THE MARKET, WHICH COULD CAUSE THE MARKET PRICE OF OUR COMMON STOCK TO DROP
SIGNIFICANTLY.

Stockholders owning a substantial number of currently restricted shares of
our common stock may be free to resell their shares, pursuant to effective
resale registration statements, in accordance with registration rights, Rule
144, or otherwise. From time to time, we may also issue additional shares of our
common stock in acquisitions and in public or private offerings. As restrictions
on resale end, and as additional shares may be issued by us, the market price of
our common stock could drop significantly if the holders of these shares sell
them, or are perceived by the market as intending to sell them.

Currently, we have registered on behalf of certain stockholders of our
company, an aggregate of 1,074,917 shares of our common stock for immediate
resale into the open market from time to time as may be desired by the holders
of such shares. Those shares were issued in our November 2001 private offering
of common stock and in our February 2002 purchase of an option to buy WFGR-FM in
Grand Rapids, Michigan.

Also, 3,060,685 shares are subject to outstanding stock options (of which
1,532,976 shares are subject to vested options), and an additional 40,610 shares
of common stock were reserved for issuance under our stock incentive plans. Upon
the issuance of such shares, those stockholders may immediately resell these
additional shares in the open market.

ADDITIONAL SHARES MAY BE RESOLD PURSUANT TO REGISTRATION RIGHTS AGREEMENTS,
WHICH MAY ALSO CAUSE THE MARKET PRICE OF OUR COMMON STOCK TO DROP SIGNIFICANTLY.

The Company is a party to a registration rights agreement dated as of June
15, 1998, as amended, with Terry S. Jacobs, William L. Stakelin, Waller-Sutton
Media Partners, L.P., William H. Ingram, WPG Corporate Development Associates V,
L.L.C., Mesirow Capital Partners VII, Blue Chip Capital Fund II Limited
Partnership, River Cities Capital Fund Limited Partnership, and certain
affiliates of such entities. Under this agreement, upon a demand made by
Waller-Sutton Media Partners, L.P. or other parties to the registration rights
agreement who, in the aggregate, hold at least 10% of the Company's outstanding
common stock, Regent is required to register under the Securities Act of 1933
the shares of the Company's common stock owned by these holders. In addition,
the parties to the agreement have the right to join in certain registrations of
Regent's equity securities. We are also a party to three separate registration
rights agreements which, in the aggregate, give certain unaffiliated holders of
Company common stock the right to include 1,001,969 shares held by them in
certain registered public offerings of our stock.

FORWARD-LOOKING STATEMENTS

This prospectus and the documents incorporated by reference include
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, including the impact of the continuing United States recession
and the war on terrorism;

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

- the level of advertising spending;

- anticipated trends in the radio business;

- existing and future regulations affecting the radio business;

- our acquisition opportunities;

- increased competition for attractive radio properties and advertising
dollars; and

- other risk factors set forth in the "Risk Factors" section of this
prospectus.

In addition, in this prospectus and the documents incorporated by
reference, 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.

REGENT COMMUNICATIONS, INC.

We are a radio broadcasting company focused on acquiring, developing and
operating radio stations in middle and small-sized markets. We were founded in
1996 by Terry S. Jacobs and William L. Stakelin, who have more than 60 years of
combined experience in establishing, growing and operating radio broadcasting
companies. Regent Broadcasting, Inc. is a wholly-owned subsidiary of Regent
Communications, Inc.

Our acquisition strategy is to expand within our existing markets and to
enter into new middle and small-sized markets in which we believe we can
effectively execute our operating strategies. 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. Our strong management team has successfully executed
this strategy and has strengthened our operations by selling stations in various
markets that did not fit within our existing strategy and by exiting our
smallest markets as planned.

Our principal executive offices are located at 100 East RiverCenter
Boulevard, 9th Floor, Covington, Kentucky 41011 and our telephone number is
(859) 292-0030.

For more detailed information about us, please see the documents
incorporated into this prospectus by reference. See "Where You Can Find More
Information."

USE OF PROCEEDS

We do not currently have specific plans for the use of the net proceeds
from the sale of securities offered hereby. However, we currently anticipate
that any such net proceeds would be used for general corporate purposes, which
may include working capital, capital expenditures, repayment of indebtedness,
investments and acquisitions. When we sell securities offered by this
prospectus, the prospectus supplement for those securities will set forth our
intended use for the net proceeds received from the sale of such securities.
Pending the application of the net proceeds, we expect to invest such proceeds
in short-term, interest-bearing instruments or other investment-grade
securities.

CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES AND EARNINGS
TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS

The following table sets forth the unaudited consolidated ratio of earnings
to fixed charges and the unaudited consolidated ratio of earnings to combined
fixed charges and preferred stock dividends for Regent for the periods shown
(dollars in thousands):

<Table>
<Caption>
YEAR ENDED DECEMBER 31,
--------------------------------------------------
1997(2) 1998 1999 2000 2001(2)
------- ---- ---- ---- -------

Ratio of earnings to fixed charges(1)........ -- -- -- 4.33 --
Ratio of earnings to combined fixed charges
and preferred stock dividends(1)........... -- -- -- -- --
</Table>

- ---------------

(1) For the purpose of computing the ratio of earnings to fixed charges as
prescribed by the rules and regulations of the SEC, earnings represent
pretax income (loss) from continuing operations plus fixed charges, less
interest capitalized. Fixed charges represent interest (including amounts
capitalized), the portion of rent expenses deemed to be interest,
amortization of deferred financing costs and preferred stock dividend
requirements of consolidated subsidiaries.

(2) We had no shares of Regent preferred stock outstanding and no dividends were
declared or paid on Regent preferred stock during the periods indicated.

Earnings were insufficient to cover fixed charges for the years ended
December 31, 1997, 1998, 1999, and 2001 by approximately $291,000, $3.3 million,
$6.3 million and $2.4 million, respectively. Earnings were insufficient to cover
combined fixed charges and preferred dividends for the years ended December 31,
1997, 1998, 1999, 2000 and 2001 by approximately $291,000, $10.2 million, $28.7
million, $12.3 million and $2.4 million, respectively.

DESCRIPTION OF CAPITAL STOCK OF REGENT

GENERAL

Our authorized capital stock consists of 140,000,000 shares of capital
stock, consisting of 100,000,000 shares of common stock, par value $.01 per
share, and 40,000,000 shares of preferred stock, par value $.01 per share. As of
March 29, 2002, we had issued and outstanding 36,027,323 shares of common stock
and no shares of preferred stock. We also had 1,532,976 shares of Regent common
stock reserved for issuance under our various stock plans and 790,000 shares of
common stock reserved for issuance under our outstanding warrants (subject to
adjustment).

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. Our charter allows us to
redeem our capital stock 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.

COMMON STOCK

Holders of our common stock are entitled to one vote per share on all
matters submitted to a vote of stockholders. 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. There are
no preemptive rights to subscribe for any additional securities that we may
issue. Other than as described above, 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.

PREFERRED STOCK

We have in the past designated shares of our preferred stock in several
different series, none of which are currently outstanding. Of these shares,
6,768,862 remain designated in several of those series. 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 33,231,228
shares of currently undesignated preferred stock in series, to establish from
time to time the number of our 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 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% 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% 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% or more of the
outstanding voting shares; 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% 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 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.

DESCRIPTION OF DEPOSITARY SHARES OF REGENT

GENERAL

We may issue depositary shares, each of which will represent a fractional
interest of a share of a particular series of preferred stock, as specified in
the applicable prospectus supplement. We will deposit with a "preferred stock
depositary" shares of preferred stock of each series represented by depositary
shares. We

will enter into a "deposit agreement" with the preferred stock depositary and
holders from time to time of the depositary receipts issued by the preferred
stock depositary which evidence the depositary shares. Subject to the terms of
the deposit agreement, each owner of a depositary receipt will be entitled, in
proportion to the holder's fractional interest in the preferred stock, to all
the rights and preferences of the series of the preferred stock represented by
the depositary shares (including dividend, voting, conversion, redemption and
liquidation rights).

Immediately after we issue and deliver the preferred stock to a preferred
stock depositary, we will cause the preferred stock depositary to issue the
depositary receipts on our behalf. You may obtain copies of the applicable form
of deposit agreement and depositary receipt from us upon request. The statements
made in this section relating to the deposit agreement and the depositary
receipts are summaries of certain anticipated provisions. These summaries are
not complete and we may modify them in a prospectus supplement. For more detail,
we refer you to the deposit agreement itself, which we will provide upon
request.

DESCRIPTION OF DEBT SECURITIES OF REGENT

We may issue senior or subordinated debt securities. The senior debt
securities will constitute part of our senior debt, will be issued under a
senior debt indenture and will rank on a parity with all of our other unsecured
and unsubordinated debt. The subordinated debt securities will be issued under a
subordinated debt indenture, and will be subordinate and junior in right of
payment, as set forth in the subordinated debt indenture, to all of our senior
indebtedness. If this prospectus is being delivered in connection with a series
of subordinated debt securities, the accompanying prospectus supplement or the
information we incorporate in this prospectus by reference will indicate the
approximate amount of senior indebtedness outstanding as of the end of the most
recent fiscal quarter. We refer to our senior debt indenture and our
subordinated debt indenture individually as an "indenture" and collectively as
the "indentures." The forms of the indentures are exhibits to the registration
statement we filed with the SEC, of which this prospectus is a part.

We have summarized below the material provisions of the indentures and the
debt securities, or indicated which material provisions will be described in the
related prospectus supplement. These descriptions are only summaries, and each
investor should refer to the applicable indenture, which describes completely
the terms and definitions summarized below and contains additional information
regarding the debt securities. Any reference to particular sections or defined
terms of the applicable indenture in any statement under this heading qualifies
the entire statement and incorporates by reference the applicable section or
definition into that statement.

GENERAL

The debt securities that may be offered under the indentures are not
limited in aggregate principal amount. We may issue debt securities at one or
more times in one or more series. Each series of debt securities may have
different terms. The terms of any series of debt securities will be described
in, or determined by action taken pursuant to, a resolution of our board of
directors or in a supplement to the indenture relating to that series.

The prospectus supplement, including any related pricing supplement,
relating to any series of debt securities that we may offer will state the price
or prices at which the debt securities will be offered, and will contain the
specific terms of that series. These terms may include the following:

- the title of the series of debt securities;

- whether the debt securities are senior debt securities or subordinated
debt securities or any combination thereof;

- the purchase price, denomination and any limit on the aggregate principal
amount of the debt securities;

- the date or dates on which principal and premium, if any, on the debt
securities will be payable;

- the terms and conditions, if any, under which the debt securities may be
converted into or exchanged for common stock or other securities;

- the rate or rates at which the debt securities will bear interest, if
any, or the method of calculating the rate or rates of interest, the date
or dates from which interest will accrue or the method by which the date
or dates will be determined, the dates on which interest will be payable
and any regular record date for payment of interest;

- the place or places where the principal of, premium, if any, and interest
on the debt securities will be payable;

- any covenants to which we may be subject with respect to the debt
securities;

- the place or places where the debt securities may be exchanged or
transferred;

- the terms and conditions upon which we may redeem the debt securities, in
whole or in part, at our option;

- the terms and conditions upon which we may be obligated to redeem or
purchase the debt securities under any sinking fund or similar provisions
or upon the happening of a specified event or at the option of a holder;

- the denominations in which the debt securities will be issuable, if other
than denominations of $1,000 and any integral multiple of $1,000;

- if other than U.S. dollars, the currency or currencies, including the
currency unit or units, in which payments of principal of, premium, if
any, and interest on the debt securities will or may be payable, or in
which the debt securities shall be denominated, and any particular
related provisions;

- if we or a holder may elect to have payments of principal, premium (if
any) or interest made in a currency or currencies, including currency
unit or units, other than that in which the debt securities are
denominated or designated to be payable, the currency or currencies in
which such payments are to be made, including the terms and conditions
applicable to any payments and the manner in which the exchange rate with
respect to such payments will be determined, and any particular related
provisions;

- if the amount of payments of principal, premium (if any) and interest are
determined with reference to an index, formula or other method, which may
be based, without limitation, on a currency or currencies other than that
in which the debt securities are denominated or designated to be payable,
the index, formula or other method by which the amounts will be
determined;

- if other than the full principal amount, the portion of the principal
amount of the debt securities that will be payable upon declaration of
acceleration of maturity;

- the applicability of the provisions described in "Defeasance and Covenant
Defeasance" below;

- whether the subordination provisions summarized below or different
subordination provisions will apply to any debt securities that are
subordinated debt securities;

- the events of default;

- any agents for the debt securities, including trustees, depositories,
authenticating or paying agents, transfer agents or registrars;

- any provisions relating to the satisfaction and discharge of the debt
securities;

- if we will issue the debt securities in whole or in part in the form of
global securities; and

- any other terms of the debt securities.

entire principal amount of these securities will be payable upon declaration of
acceleration of their maturity. We will describe any United States federal
income tax consequences and other special considerations applicable to any such
original issue discount securities in the applicable prospectus supplement.

EXCHANGE, REGISTRATION, TRANSFER AND PAYMENT

Unless otherwise indicated in the applicable prospectus supplement, the
principal, premium (if any) and interest on the debt securities will be payable,
and the exchange of and the transfer of debt securities will be registrable, at
our office or agency maintained for such purpose in New York and/or at any other
office or agency maintained for that purpose. Unless otherwise indicated, we
will issue the debt securities in denominations of $1,000 or integral multiples
of $1,000. Unless otherwise provided in the debt securities to be transferred or
exchanged, no service charge will be made for any registration of transfer or
exchange of the debt securities, but we may require payment of a sum sufficient
to cover any tax or other governmental charge imposed because of the
transactions.

All money paid by us to a paying agent for the payment of principal,
premium (if any) or interest on any debt security which remains unclaimed for
one year after the principal, premium or interest has become due and payable may
be repaid to us, and thereafter the holder of the debt security may look only to
us for payment of those amounts.

In the event of any redemption, we will not be required to (a) issue,
register the transfer of or exchange the debt securities of any series during a
period beginning 15 days before the mailing of a notice of redemption of debt
securities of that series to be redeemed and ending on the date of the mailing
or (b) register the transfer of or exchange any debt security, or portion
thereof, called for redemption, except the unredeemed portion of any debt
security being redeemed in part.

GLOBAL DEBT SECURITIES AND BOOK-ENTRY SYSTEM

The following provisions will apply to the debt securities of any series if
the prospectus supplement relating to such series so indicates.

Unless otherwise indicated in the applicable prospectus supplement, the
debt securities of that series will be issued in book-entry form and will be
represented by one or more global securities registered in the name of The
Depository Trust Company, New York, or its nominee. This means that we will not
issue certificates to each holder. Each global security will be issued to DTC,
which will keep a computerized record of its participants, such as your broker,
whose clients have purchased debt securities. Each participant will then keep a
record of its clients who purchased the debt securities. Unless it is exchanged
in whole or in part for a certificate, a global security may not be transferred,
except that DTC, its nominees, and their successors may transfer a global
security as a whole to one another.

Beneficial interests in global securities will be shown on, and transfers
of global securities will be made only through, records maintained by DTC and
its participants. If you are not a participant in DTC, you may beneficially own
debt securities held by DTC only through a participant.

The laws of some states require that certain purchasers of securities take
physical delivery of the securities in definitive form. These laws may limit or
impair the ability to transfer beneficial interests in a global security.

DTC is a limited-purpose trust company organized under the New York Banking
Law, a "banking organization" within the meaning of the New York Banking Law, a
member of the United States Federal Reserve System, a "clearing corporation"
within the meaning of the New York Uniform Commercial Code and a "clearing
agency" registered under the provisions of Section 17A of the Securities
Exchange Act. DTC holds the securities that its participants deposit. DTC also
records the settlement among participants of securities transactions, such as
transfers and pledges, in deposited securities through computerized records for
participants' accounts. This eliminates the need to exchange certificates.
Participants include securities brokers and dealers, banks, trust companies,
clearing corporations and certain other organizations. The rules that apply to
DTC and its participants are on file with the SEC.
14

DTC's book-entry system is also used by other organizations such as
securities brokers and dealers, banks and trust companies that work through a
participant.

DTC is owned by a number of its participants and by the New York Stock
Exchange, Inc., the American Stock Exchange, Inc. and the National Association
of Securities Dealers, Inc.

We will wire payments of principal, premium, if any, and interest to DTC's
nominee. We and the trustee will treat DTC's nominee as the owner of the global
securities for all purposes. Accordingly, we, the trustee and any paying agent
will have no direct responsibility or liability to pay amounts due on the global
securities to owners of beneficial interests in the global securities.

It is DTC's current practice, upon receipt of any payment of principal or
interest, to credit participants' accounts on the payment date according to
their respective holdings of beneficial interests in the global securities as
shown on DTC's records. In addition, it is DTC's current practice to assign any
consenting or voting rights to participants whose accounts are credited with
debt securities on a record date, by using an omnibus proxy. Payments by
participants to owners of beneficial interests in the global securities, and
voting by participants, will be governed by the customary practices between the
participants and owners of beneficial interests, as is the case with debt
securities held for the account of customers registered in "street name."
However, payments will be the responsibility of the participants and not of DTC,
the trustee or us.

So long as DTC or its nominee is the registered owner of a global security,
DTC or that nominee, as the case may be, will be considered the sole owner or
holder of the debt securities represented by that global security for all
purposes under the indenture. Owners of beneficial interests in a global
security (a) will not be entitled to have the debt securities represented by
that global security registered in their names, (b) will not receive or be
entitled to receive physical delivery of the debt securities in definitive form,
and (c) will not be considered the owners or holders of the debt securities
under the indenture. We will issue debt securities of any series then
represented by global securities in definitive form in exchange for those global
securities if:

- DTC notifies us that it is unwilling or unable to continue as depositary
or if DTC ceases to be a clearing agency registered under applicable law
and a successor depositary is not appointed by us within 90 days; or

- we decide not to require all of the debt securities of a series to be
represented by a global security.

If we issue debt securities in definitive form in exchange for a global
security, an owner of a beneficial interest in the global security will be
entitled to have debt securities equal in principal amount to the beneficial
interest registered in its name and will be entitled to physical delivery of
those debt securities in definitive form. Debt securities issued in definitive
form will, except as set forth in the applicable prospectus supplement, be
issued in denominations of $1,000 and any multiple of $1,000 and will be issued
in registered form only, without coupons.

INDENTURES

Debt securities that will be senior debt will be issued under a senior
indenture between us and a trustee we will select and name in the prospectus
supplement. We call that indenture, as it may be supplemented from time to time,
the Senior Debt Indenture. Debt securities that will be subordinated debt will
be issued under a subordinated indenture between us and a trustee we will select
and name in the prospectus supplement. We call that indenture, as it may be
supplemented from time to time, the subordinated debt indenture. We refer to the
applicable trustee as the "senior debt indenture trustee" or as the
"subordinated debt indenture trustee" as the context may require.

SUBORDINATION OF SUBORDINATED DEBT SECURITIES

Holders of subordinated debt securities should recognize that contractual
provisions in the subordinated debt indenture may prohibit us from making
payments on these securities. Subordinated debt securities are subordinate and
junior in right of payment, to the extent and in the manner stated in the
subordinated debt indenture, to all of our senior indebtedness.

Unless otherwise provided in the applicable prospectus supplement, the
subordination provisions of the subordinated debt indenture will apply to
subordinated debt securities. The subordinated debt indenture provides that,
unless all principal of and any premium or interest on the senior indebtedness
has been paid in full, or provision has been made to make these payments in
full, no payment of principal of, or any premium or interest on, any
subordinated debt securities may be made in the event:

- of any insolvency or bankruptcy proceedings, or any receivership,
liquidation, reorganization or other similar proceedings involving us or
a substantial part of our property;

- that (a) a default has occurred in the payment of principal, any premium,
interest or other monetary amounts due and payable on any senior
indebtedness or (b) there has occurred any other event of default
concerning senior indebtedness, that permits the holder or holders of the
senior indebtedness to accelerate the maturity of the senior
indebtedness, with notice or passage of time, or both, and that event of
default has continued beyond the applicable grace period, if any, and
that default or event of default has not been cured or waived or has not
ceased to exist; or

- that the principal of and accrued interest on any subordinated debt
securities have been declared due and payable upon an event of default as
defined under the subordinated debt indenture and that declaration has
not been rescinded and annulled as provided under the subordinated debt
indenture.

The subordinated debt securities may have such other subordination
provisions as are set forth in the applicable prospectus supplement.

CONSOLIDATION, MERGER AND SALE OF ASSETS

Unless otherwise specified in the applicable prospectus supplement, we may
not consolidate or merge with or into any other person, including any other
entity, or convey, transfer or lease all or substantially all of our properties
and assets to any person or group of affiliated persons unless:

- we are the continuing corporation or the person, if other than us, formed
by such consolidation or with which or into which we are merged or the
person to which all or substantially all our properties and assets are
conveyed, transferred or leased is a corporation or other entity
organized and existing under the laws of the United States, any of its
States or the District of Columbia and expressly assumes our obligations
under the debt securities and each indenture; and

- immediately after giving effect to the transaction, there is no default
and no event of default under the relevant indenture.

If we consolidate with or merge into any other corporation or entity or
convey, transfer or lease all or substantially all of our property and assets as
described in the preceding paragraph, the successor corporation or entity shall
succeed to and be substituted for us, and may exercise our rights and powers
under the indentures, and thereafter, except in the case of a lease, we will be
relieved of all obligations and covenants under the indentures and all
outstanding debt securities.

EVENTS OF DEFAULT

Unless otherwise specified in the applicable prospectus supplement, "events
of default" under each indenture with respect to debt securities of any series
will include:

- default in the payment of interest on any debt security of that series
when due which continues for a period of 30 days;

- default in the payment of principal of or premium on any debt security of
that series when due;

- default in the deposit of any sinking fund payment on that series for
five days after it becomes due;

- failure to comply with any of our other agreements contained in the
indenture for a period of 60 days after written notice to us in
accordance with the terms of the indenture;

- failure to pay when due the principal of, or acceleration of, any
indebtedness for money borrowed by us in excess of the amount specified
in the indenture, if the indebtedness is not discharged, or the
acceleration is not annulled, within 30 days of our receiving written
notice of the failure in accordance with the indenture;

- certain events of bankruptcy, insolvency or reorganization; and

- any other events of default specified in the applicable prospectus
supplement.

No event of default with respect to a particular series of debt securities,
except as to certain events involving bankruptcy, insolvency or reorganization
with respect to us, necessarily constitutes an event of default with respect to
any other series of debt securities.

In general, each indenture obligates the trustee to give notice of a
default with respect to a series of debt securities to the holders of that
series. The trustee may withhold notice of any default, except a default in
payment on any debt security, if the trustee determines it is in the best
interest of the holders of that series to do so.

If there is a continuing event of default, the trustee or the holders of at
least 25% in aggregate principal amount of the then outstanding debt securities
of an affected series may require us to immediately repay the unpaid principal,
or if the debt securities of that series are original issue discount securities,
the portion of the principal amount as may be specified in the terms of that
series, and interest on all debt securities of that series. Subject to certain
conditions, the holders of a majority in principal amount of the debt securities
of a series may rescind our obligation to accelerate repayment and may waive
past defaults, except (1) a default in payment of the principal and premium (if
any) and interest on any debt security of that series and (2) some covenant
defaults under the terms of that series.

Under the terms of each indenture, the trustee may refuse to enforce the
indenture or the debt securities unless it first receives satisfactory security
or indemnity from the holders of debt securities. Subject to limitations
specified in each indenture, the holders of a majority in principal amount of
the debt securities of any series will have the right to direct the time, method
and place of conducting any proceeding for any remedy available to the trustee
or for exercising any trust or power conferred on the trustee.

No holder of any debt security of any series will have any right to
institute any proceeding, judicial or otherwise, with respect to each indenture
or to appoint a receiver or trustee, or to any other remedy under each indenture
except as set forth in the applicable prospectus supplement.

Notwithstanding the foregoing, the holder of any debt security will have an
absolute and unconditional right to receive payment of the principal of and
premium, if any, and interest on the debt security on or after the due dates
expressed in the debt security and to institute suit for the enforcement of any
such payment.

Each indenture requires us to furnish to the trustee annually a certificate
as to our compliance with such indenture.

SATISFACTION AND DISCHARGE

We can discharge or defease our obligations under the indentures as stated
below or as provided in the applicable prospectus supplement.

Unless otherwise provided in the applicable prospectus supplement, we may
discharge obligations to holders of any series of debt securities that have not
already been delivered to the trustee for cancellation and that have either
become due and payable or are by their terms to become due and payable, or are
scheduled for redemption, within one year. We may effect a discharge by
irrevocably depositing with the trustee cash or U. S. government obligations, as
trust funds, in an amount certified to be enough to pay when due, whether at
maturity, upon redemption or otherwise, the principal of, premium, if any, and
interest on the debt securities and any mandatory sinking fund payments.

MODIFICATION OF THE INDENTURES

Each indenture permits us and the relevant trustee to amend the indenture
without the consent of the holders of any of the debt securities:

- to evidence the succession of another corporation or entity and the
assumption of our covenants under such indenture and the debt securities;

- to add to our covenants or to the events of default or to make certain
other changes which would not adversely affect in any material respect
the holder of any outstanding debt securities;

- to cure any ambiguity, defect or inconsistency; and

- for other purposes as described in each indenture.

Each indenture also permits us and the trustee, with the consent of the
holders of a majority in principal amount of the debt securities of each series
affected by the amendment, with each such series voting as a class, to add any
provisions to or change or eliminate any of the provisions of such indenture or
any supplemental indenture or to modify the rights of the holders of debt
securities of each series, provided, however, that without the consent of the
holder of each debt security so affected, no such amendment may:

- change the maturity of the principal of or premium, if any, or any
installment of principal or interest on any debt security;

- reduce the principal amount of any debt security, or the rate of interest
or any premium payable upon the redemption, repurchase or repayment of
any debt security, or change the manner in which the amount of any of the
foregoing is determined;

- reduce the amount of principal payable upon acceleration of maturity;

- change the place of payment where, or the currency or currency unit in
which, any debt security or any premium or interest on the debt security
is payable;

- reduce the percentage in principal amount of affected debt securities the
consent of whose holders is required for amendment of the indenture or
for waiver of compliance with some provisions of the indenture or for
waiver of some defaults; or

- modify the provisions relating to waiver of some defaults or any of the
provisions relating to amendment of the indenture except to increase the
percentage required for consent or to provide that some other provisions
of the indenture may not be modified or waived.

The holders of a majority in principal amount of the debt securities of any
series may, on behalf of the holders of all debt securities of that series,
waive, insofar as is applicable to that series, our compliance with some
restrictive provisions of the indentures.

We may not amend the subordinated debt indenture to alter the subordination
of any outstanding subordinated debt securities in a manner adverse to the
holders of senior indebtedness without the written consent of the holders of
senior indebtedness then outstanding under the terms of such senior
indebtedness.

DEFEASANCE AND COVENANT DEFEASANCE

Except as provided in the applicable prospectus supplement, we may elect
either:

- to be discharged from all our obligations in respect of debt securities
of any series, except for our obligations to register the transfer or
exchange of debt securities, to replace temporary, destroyed, stolen,
lost or mutilated debt securities, to maintain paying agencies and to
hold monies for payment in trust (we will refer to this discharge as
"defeasance"); or

- to be released from our obligations to comply with some restrictive
covenants applicable to the debt securities of any series (we will refer
to this release as "covenant defeasance");

in either case upon the deposit with the trustee, or other qualifying trustee,
in trust, of money and/or United States government obligations which will
provide money sufficient to pay all principal of and any premium and interest on
the debt securities of that series when due. We may establish such a trust only
if, among other things, we have received an opinion of counsel to the effect
that the holders of debt securities of the series (a) will not recognize income,
gain or loss for federal income tax purposes as a result of the deposit,
defeasance or covenant defeasance and (b) will be subject to federal income tax
on the same amounts, and in the same manner and at the same times as would have
been the case if the deposit, defeasance or covenant defeasance had not
occurred. The opinion, in the case of defeasance under the first bullet point
above, must refer to and be based upon a ruling of the Internal Revenue Service
or a change in applicable federal income tax laws occurring after the date of
the relevant indenture.

We may exercise the defeasance option with respect to debt securities
notwithstanding our prior exercise of the covenant defeasance option. If we
exercise the defeasance option, payment of the debt securities may not be
accelerated because of a default. If we exercise the covenant defeasance option,
payment of the debt securities may not be accelerated by reason of a default
with respect to the covenants to which covenant defeasance is applicable.
However, if the acceleration were to occur by reason of another default, the
realizable value at the acceleration date of the money and United States
government obligations in the defeasance trust could be less than the principal
and interest then due on the debt securities, in that the required deposit in
the defeasance trust is based upon scheduled cash flow rather than market value,
which will vary depending upon interest rates and other factors.

CONVERSION RIGHTS

The terms and conditions, if any, upon which debt securities being offered
are convertible into common stock or other of our securities will be set forth
in an applicable prospectus supplement. Those terms will include the conversion
price, the conversion period, provisions as to whether conversion will be at the
option of the holder or us, the events requiring an adjustment of the conversion
price and provisions affecting conversion in the event that the debt securities
are redeemed.

REGARDING THE TRUSTEE

We will choose appropriate banks or trust companies to serve as the senior
debt indenture trustee and the subordinated debt indenture trustee. Information
regarding such trustees will be disclosed in the applicable prospectus
supplement. The same entity may serve as both the senior debt indenture trustee
and the subordinated debt indenture trustee.

Each indenture contains limitations on the rights of the trustee, should
the trustee become our creditor, to obtain payment of claims in some cases, or
to realize on specified property received in respect of these claims, as
security or otherwise. The trustee and its affiliates may engage in, and will be
permitted to continue to engage in, other transactions with us and our
affiliates, provided, however, that if it acquires any conflicting interest as
described under the Trust Indenture Act of 1939, it must eliminate the conflict
or resign.

DESCRIPTION OF DEBT SECURITIES OF REGENT BROADCASTING, INC.

Regent Broadcasting, Inc. may issue senior or subordinated debt securities.
The senior debt securities will constitute part of its senior debt, will be
issued under a senior debt indenture and will rank on a parity with all of its
other unsecured and unsubordinated debt. The subordinated debt securities will
be issued under its subordinated debt indenture and will be subordinate and
junior in right of payment, as set forth in the subordinated debt indenture, to
all of Regent Broadcasting, Inc.'s senior indebtedness. If this prospectus is
being delivered in connection with a series of subordinated debt securities, the
accompanying prospectus supplement or the information we incorporate in this
prospectus by reference will indicate the approximate amount of senior
indebtedness outstanding as of the end of the most recent fiscal quarter. Regent
Broadcasting, Inc. refers to its senior debt indenture and its subordinated debt
indenture individually as an

"indenture" and collectively as the "indentures." The forms of the indentures
are exhibits to the registration statement Regent Broadcasting, Inc. filed with
the SEC, of which this prospectus is a part.

GENERAL

The debt securities that may be offered under the indentures are not
limited in aggregate principal amount. Regent Broadcasting, Inc. may issue debt
securities at one or more times in one or more series. Each series of debt
securities may have different terms. The terms of any series of debt securities
will be described in, or determined by action taken pursuant to, a resolution of
Regent Broadcasting, Inc.'s board of directors or in a supplement to the
indenture relating to that series.

The prospectus supplement, including any related pricing supplement,
relating to any series of debt securities that Regent Broadcasting, Inc. may
offer will state the price or prices at which the debt securities will be
offered, and will contain the specific terms of that series. These terms may
include the following:

- the title of the series of debt securities;

- whether the debt securities are senior debt securities or subordinated
debt securities or any combination thereof;

- the purchase price, denomination and any limit on the aggregate principal
amount of the debt securities;

- the date or dates on which principal and premium, if any, on the debt
securities will be payable;

- the terms and conditions, if any, under which the debt securities may be
converted into or exchanged for common stock or other securities;

- the rate or rates at which the debt securities will bear interest, if
any, or the method of calculating the rate or rates of interest, the date
or dates from which interest will accrue or the method by which the date
or dates will be determined, the dates on which interest will be payable,
and any regular record date for payment of interest;

- the place or places where the principal of, premium, if any, and interest
on the debt securities will be payable;

- any covenant to which Regent Broadcasting, Inc. may be subject with
respect to the debt securities;

- the place or places where the debt securities may be exchanged or
transferred;

- the terms and conditions upon which Regent Broadcasting, Inc. may redeem
the debt securities, in whole or in part, at our option;

- the terms and conditions upon which Regent Broadcasting, Inc. may be
obligated to redeem or purchase the debt securities under any sinking
fund or similar provisions or upon the happening of a specified event or
at the option of a holder;

- the denominations in which the debt securities will be issuable, if other
than denominations of $1,000 and any integral multiple of $1,000;

- if Regent Broadcasting, Inc. or a holder may elect to have payments of
principal, premium (if any) or interest made in a currency or currencies,
including currency unit or units, other than that in which the debt
securities are denominated or designated to be payable, the currency or
currencies in which such payments are to be made, including the terms and
conditions applicable to any payments and the manner in which the
exchange rate with respect to such payments will be determined, and any
particular related provisions;

- if other than the full principal amount, the portion of the principal
amount of the debt securities that will be payable upon declaration of
acceleration of maturity;

- the applicability of the provisions described in "Defeasance and Covenant
Defeasance" below;

- the events of default;

- whether the subordination provisions summarized below or different
subordination provisions will apply to any debt securities that are
subordinated debt securities;

- any agents for the debt securities, including trustees, depositories,
authenticating or paying agents, transfer agents or registrars;

- any provisions relating to the satisfaction and discharge of the debt
securities;

- if we will issue the debt securities in whole or in part in the form of
global securities; and

- any other terms of the debt securities.

The debt securities may be offered and sold at a substantial discount below
their stated principal amount and may be "original issue discount securities."
"Original issue discount securities" will bear no interest or will bear interest
at a rate below the prevailing market rate at the time of issuance. In addition,
less than the entire principal amount of these securities will be payable upon
declaration of acceleration of their maturity. Regent Broadcasting, Inc. will
describe any United States federal income tax consequences and other special
considerations applicable to any such original issue discount securities in the
applicable prospectus supplement.

EXCHANGE, REGISTRATION, TRANSFER AND PAYMENT

Unless otherwise indicated in the applicable prospectus supplement, the
principal, premium (if any) and interest on the debt securities will be payable,
and the exchange of and the transfer of debt securities will be registrable, at
the office or agency maintained by Regent Broadcasting, Inc. for such purpose in
New York and/or at any other office or agency maintained for that purpose.
Unless otherwise indicated, Regent Broadcasting, Inc. will issue the debt
securities in denominations of $1,000 or integral multiples of $1,000. Unless
otherwise provided in the debt securities to be transferred or exchanged, no
service charge will be made for any registration of transfer or exchange of the
debt securities, but Regent Broadcasting, Inc. may require payment of a sum
sufficient to cover any tax or other governmental charge imposed because of the
transactions.

All money paid by Regent Broadcasting, Inc. to a paying agent for the
payment of principal, premium (if any) or interest on any debt security which
remains unclaimed for one year after the principal, premium or interest has
become due and payable may be repaid to Regent Broadcasting, Inc., and
thereafter the holder of the debt security may look only to Regent Broadcasting,
Inc. for payment of those amounts.

In the event of any redemption, Regent Broadcasting, Inc. will not be
required to (a) issue, register the transfer of or exchange the debt securities
of any series during a period beginning 15 days before the mailing of a notice
of redemption of debt securities of that series to be redeemed and ending on the
date of the

mailing or (b) register the transfer of or exchange any debt security, or
portion thereof, called for redemption, except the unredeemed portion of any
debt security being redeemed in part.

GLOBAL DEBT SECURITIES AND BOOK-ENTRY SYSTEM

The following provisions will apply to the debt securities of any series if
the prospectus supplement relating to such series so indicates.

Unless otherwise indicated in the applicable prospectus supplement, the
debt securities of that series will be issued in book-entry form and will be
represented by one or more global securities registered in the name of The
Depository Trust Company, New York, or its nominee. This means that Regent
Broadcasting, Inc. will not issue certificates to each holder. Each global
security will be issued to DTC, which will keep a computerized record of its
participants, such as your broker, whose clients have purchased debt securities.
Each participant will then keep a record of its clients who purchased the debt
securities. Unless it is exchanged in whole or in part for a certificate, a
global security may not be transferred, except that DTC, its nominees, and their
successors may transfer a global security as a whole to one another.

DTC's book-entry system is also used by other organizations such as
securities brokers and dealers, banks and trust companies that work through a
participant.

DTC is owned by a number of its participants and by the New York Stock
Exchange, Inc., the American Stock Exchange, Inc. and the National Association
of Securities Dealers, Inc.

Regent Broadcasting, Inc. will wire payments of principal, premium, if any,
and interest to DTC's nominee. Regent Broadcasting, Inc. and the trustee will
treat DTC's nominee as the owner of the global securities for all purposes.
Accordingly, Regent Broadcasting, Inc., the trustee and any paying agent will
have no direct responsibility or liability to pay amounts due on the global
securities to owners of beneficial interests in the global securities.

So long as DTC or its nominee is the registered owner of a global security,
DTC or that nominee, as the case may be, will be considered the sole owner or
holder of the debt securities represented by that global security for all
purposes under the indenture. Owners of beneficial interests in a global
security (a) will not be entitled to have the debt securities represented by
that global security registered in their names, (b) will not receive or be
entitled to receive physical delivery of the debt securities in definitive form,
and (c) will not be considered the owners or holders of the debt securities
under the indenture. Regent Broadcasting, Inc. will issue debt securities of any
series then represented by global securities in definitive form in exchange for
those global securities if:

- DTC notifies Regent Broadcasting, Inc. that it is unwilling or unable to
continue as depositary or if DTC ceases to be a clearing agency
registered under applicable law and a successor depositary is not
appointed by Regent Broadcasting, Inc. within 90 days; or

- Regent Broadcasting, Inc. decides not to require all of the debt
securities of a series to be represented by a global security.

If Regent Broadcasting, Inc. issues debt securities in definitive form in
exchange for a global security, an owner of a beneficial interest in the global
security will be entitled to have debt securities equal in principal amount to
the beneficial interest registered in its name and will be entitled to physical
delivery of those debt securities in definitive form. Debt securities issued in
definitive form will, except as set forth in the applicable prospectus
supplement, be issued in denominations of $1,000 and any multiple of $1,000 and
will be issued in registered form only, without coupons.

INDENTURES

Debt securities that will be senior debt will be issued under a senior
indenture between Regent Broadcasting, Inc. and a trustee we will select and
name in the prospectus supplement. Regent Broadcasting, Inc. calls that
indenture, as it may be supplemented from time to time, the Senior Debt
Indenture. Debt securities that will be subordinated debt will be issued under a
subordinated indenture between Regent Broadcasting, Inc. and a trustee we will
select and name in the prospectus supplement. Regent Broadcasting, Inc. calls
that indenture, as it may be supplemented from time to time, the Subordinated
Debt Indenture. Regent Broadcasting, Inc. refers to the applicable trustee as
the "senior debt indenture trustee" or as the "subordinated debt indenture
trustee" as the context may require.

SUBORDINATION OF SUBORDINATED DEBT SECURITIES

Holders of subordinated debt securities should recognize that contractual
provisions in the Subordinated Debt Indenture may prohibit Regent Broadcasting,
Inc. from making payments on these securities. Subordinated debt securities are
subordinate and junior in right of payment, to the extent and in the manner
stated in the Subordinated Debt Indenture, to all of the senior indebtedness of
Regent Broadcasting, Inc. as defined in the Subordinated Debt Indenture.

Unless otherwise provided in the applicable prospectus supplement, the
subordination provisions of the Subordinated Debt Indenture will apply to
subordinated debt securities. The Subordinated Debt Indenture provides that,
unless all principal of and any premium or interest on the senior indebtedness
has been paid in full, or provision has been made to make these payments in
full, no payment of principal of, or any premium or interest on, any
subordinated debt securities may be made in the event:

- of any insolvency or bankruptcy proceedings, or any receivership,
liquidation, reorganization or other similar proceedings involving us or
a substantial part of our property;

- that the principal of and accrued interest on any subordinated debt
securities have been declared due and payable upon an event of default as
defined under the Subordinated Debt Indenture and that declaration has
not been rescinded and annulled as provided under the Subordinated Debt
Indenture.

The subordinated debt securities may have such other subordination
provisions as are set forth in the applicable prospectus supplement.

CONSOLIDATION, MERGER AND SALE OF ASSETS

Unless otherwise specified in the applicable prospectus supplement, Regent
Broadcasting, Inc. may not consolidate or merge with or into any other person,
including any other entity, or convey, transfer or lease all or substantially
all of our properties and assets to any person or group of affiliated persons
unless:

- Regent Broadcasting, Inc. is the continuing corporation or the person, if
other than Regent Broadcasting, Inc., formed by such consolidation or
with which or into which Regent Broadcasting, Inc. is merged or the
person to which all or substantially all its properties and assets are
conveyed, transferred or leased is a corporation or other entity
organized and existing under the laws of the United States, any of its
States or the District of Columbia and expressly assumes Regent
Broadcasting, Inc.'s obligations under the debt securities and each
indenture; and

- immediately after giving effect to the transaction, there is no default
and no event of default under the relevant indenture.

If Regent Broadcasting, Inc. consolidates with or merges into any other
corporation or entity or conveys, transfers or leases all or substantially all
of its property and assets as described in the preceding paragraph, the
successor corporation or entity shall succeed to and be substituted for Regent
Broadcasting, Inc., and may exercise its rights and powers under the indentures,
and thereafter, except in the case of a lease, Regent Broadcasting, Inc. will be
relieved of all obligations and covenants under the indentures and all
outstanding debt securities.

EVENTS OF DEFAULT

Unless otherwise specified in the applicable prospectus supplement, "events
of default" under each indenture with respect to debt securities of any series
will include:

- default in the payment of interest on any debt security of that series
when due that continues for a period of 30 days;

- default in the payment of principal of or premium on any debt security of
that series when due;

- default in the deposit of any sinking fund payment on that series for
five days after it becomes due;

- failure to comply with any of our other agreements contained in the
indenture for a period of 60 days after written notice to Regent
Broadcasting, Inc. in accordance with the terms of the indenture;

- failure to pay when due the principal of, or acceleration of, any
indebtedness for money borrowed by Regent Broadcasting, Inc. in excess of
the amount specified in the indenture, if the indebtedness is not
discharged, or the acceleration is not annulled, within 30 days of Regent
Broadcasting, Inc.'s receiving written notice of the failure in
accordance with the indenture;

- certain events of bankruptcy, insolvency or reorganization; and

- any other events of default specified in the applicable prospectus
supplement.

No event of default with respect to a particular series of debt securities,
except as to certain events involving bankruptcy, insolvency or reorganization
with respect to Regent Broadcasting, Inc., necessarily constitutes an event of
default with respect to any other series of debt securities.

payment on any debt security, if the trustee determines it is in the best
interest of the holders of that series to do so.

If there is a continuing event of default, the trustee or the holders of at
least 25% in aggregate principal amount of the then outstanding debt securities
of an affected series may require us to immediately repay the unpaid principal,
or if the debt securities of that series are original issue discount securities,
the portion of the principal amount as may be specified in the terms of that
series, and interest on all debt securities of that series. Subject to certain
conditions, the holders of a majority in principal amount of the debt securities
of a series may rescind our obligation to accelerate repayment and may waive
past defaults, except (1) a default in payment of the principal, premium (if
any) and interest on any debt security of that series and (2) some covenant
defaults under the terms of that series.

Each indenture requires Regent Broadcasting, Inc. to furnish to the trustee
annually a certificate as to our compliance with such indenture.

SATISFACTION AND DISCHARGE

Regent Broadcasting, Inc. can discharge or defease its obligations under
the indentures as stated below or as provided in the applicable prospectus
supplement.

Unless otherwise provided in the applicable prospectus supplement, Regent
Broadcasting, Inc. may discharge obligations to holders of any series of debt
securities that have not already been delivered to the trustee for cancellation
and that have either become due and payable or are by their terms to become due
and payable, or are scheduled for redemption, within one year. Regent
Broadcasting, Inc. may effect a discharge by irrevocably depositing with the
trustee cash or United States government obligations, as trust funds, in an
amount certified to be enough to pay when due, whether at maturity, upon
redemption or otherwise, the principal of, premium, if any, and interest on the
debt securities and any mandatory sinking fund payments.

MODIFICATION OF THE INDENTURES

Each indenture permits Regent Broadcasting, Inc. and the relevant trustee
to amend the indenture without the consent of the holders of any of the debt
securities:

- to evidence the succession of another corporation or entity and the
assumption of Regent Broadcasting, Inc.'s covenants under such indenture
and the debt securities;

- to add to our covenants or to the events of default or to make certain
other changes which would not adversely affect in any material respect
the holder of any outstanding debt securities;

- to cure any ambiguity, defect or inconsistency; and

- for other purposes as described in each indenture.

Each indenture also permits Regent Broadcasting, Inc. and the trustee, with
the consent of the holders of a majority in principal amount of the debt
securities of each series affected by the amendment, with each

such series voting as a class, to add any provisions to or change or eliminate
any of the provisions of such indenture or any supplemental indenture or to
modify the rights of the holders of debt securities of each series, provided,
however, that, without the consent of the holder of each debt security so
affected, no such amendment may:

- change the maturity of the principal of or premium, if any, or any
installment of principal or interest on any debt security;

- reduce the amount of principal payable upon acceleration of maturity;

- change the place of payment where, or the currency or currency unit in
which, any debt security or any premium or interest on the debt security
is payable;

The holders of a majority in principal amount of the debt securities of any
series may, on behalf of the holders of all debt securities of that series,
waive, insofar as is applicable to that series, Regent Broadcasting, Inc.'s
compliance with some restrictive provisions of the indentures.

Regent Broadcasting, Inc. may not amend the Subordinated Debt Indenture to
alter the subordination of any outstanding subordinated debt securities in a
manner adverse to the holders of senior indebtedness without the written consent
of the holders of senior indebtedness then outstanding under the terms of such
senior indebtedness.

DEFEASANCE AND COVENANT DEFEASANCE

Except as provided in the applicable prospectus supplement, Regent
Broadcasting, Inc. may elect either:

- to be discharged from all our obligations in respect of debt securities
of any series, except for its obligations to register the transfer or
exchange of debt securities, to replace temporary, destroyed, stolen,
lost or mutilated debt securities, to maintain paying agencies and to
hold monies for payment in trust (we will refer to this discharge as
"defeasance"); or

- to be released from its obligations to comply with some restrictive
covenants applicable to the debt securities of any series (we will refer
to this release as "covenant defeasance");

in either case upon the deposit with the trustee, or other qualifying trustee,
in trust, of money and/or U.S. government obligations which will provide money
sufficient to pay all principal of and any premium and interest on the debt
securities of that series when due. Regent Broadcasting, Inc. may establish such
a trust only if, among other things, it has received an opinion of counsel to
the effect that the holders of debt securities of the series (a) will not
recognize income, gain or loss for federal income tax purposes as a result of
the deposit, defeasance or covenant defeasance and (b) will be subject to
federal income tax on the same amounts, and in the same manner and at the same
times as would have been the case if the deposit, defeasance or covenant
defeasance had not occurred. The opinion, in the case of defeasance under the
first bullet point above, must refer to and be based upon a ruling of the
Internal Revenue Service or a change in applicable federal income tax laws
occurring after the date of the relevant indenture.

Regent Broadcasting, Inc. may exercise the defeasance option with respect
to debt securities notwithstanding its prior exercise of the covenant defeasance
option. If Regent Broadcasting, Inc. exercises

the defeasance option, payment of the debt securities may not be accelerated
because of a default. If Regent Broadcasting, Inc. exercises the covenant
defeasance option, payment of the debt securities may not be accelerated by
reason of a default with respect to the covenants to which covenant defeasance
is applicable. However, if the acceleration were to occur by reason of another
default, the realizable value at the acceleration date of the money and United
States government obligations in the defeasance trust could be less than the
principal and interest then due on the debt securities, in that the required
deposit in the defeasance trust is based upon scheduled cash flow rather than
market value, which will vary depending upon interest rates and other factors.

CONVERSION RIGHTS

The terms and conditions, if any, upon which debt securities being offered
are convertible into common stock or other securities will be set forth in an
applicable prospectus supplement. Those terms will include the conversion price,
the conversion period, provisions as to whether conversion will be at the option
of the holder or Regent Broadcasting, Inc., the events requiring an adjustment
of the conversion price and provisions affecting conversion in the event that
the debt securities are redeemed.

REGARDING THE TRUSTEE

DESCRIPTION OF GUARANTEES

Regent may from time to time guarantee the obligations of Regent
Broadcasting, Inc. relating to its debt securities issued under this prospectus.

Regent Broadcasting, Inc. may from time to time guarantee the obligations
of Regent relating to its debt securities issued under this prospectus.

Certain of our direct and indirect wholly-owned subsidiaries may guarantee
the obligations of Regent and/or Regent Broadcasting, Inc. relating to the debt
securities of either company issued under this prospectus.

The specific terms and provisions of each guarantee, including any
provisions relating to the subordination of any guarantee, will be described in
the applicable prospectus supplement. The obligations of each guarantor under
its guarantee will be limited as necessary to seek to prevent that guarantee
from constituting a fraudulent conveyance or fraudulent transfer under
applicable federal or state law.

DESCRIPTION OF WARRANTS

We may issue warrants to purchase shares of common stock, preferred stock
or debt securities. Warrants may be issued, subject to regulatory approvals,
independently or together with any shares of common stock, preferred stock or
debt securities and may be attached to or separate from such shares of common
stock or preferred stock or debt securities. Each series of warrants will be
issued under a separate warrant agreement to be entered into between us and a
warrant agent. The warrant agent will act solely as an agent for us in
connection with the warrants of such series and will not assume any obligation
or relationship of agency or
27

trust for or with any holders or beneficial owners of warrants. The following
sets forth certain general terms and provisions of the warrants offered hereby.
Further terms of the warrants and the applicable warrant agreement will be set
forth in the applicable prospectus supplement.

The applicable prospectus supplement will describe the following terms of
any warrants in respect of which this prospectus is being delivered:

- the title of the warrants;

- the securities (which may include shares of common stock or preferred
stock or debt securities) for which the warrants are exercisable;

- the price or prices at which the warrants will be issued;

- the periods during which the warrants are exercisable, the number of
shares of common stock or preferred stock or the amount of debt
securities for which each warrant is exercisable, the exercise price for
the warrants, including any changes to or adjustments in the exercise
price;

- the currency or currencies, including composite currencies, in which the
exercise price of the warrants may be payable;

- if applicable, the designation and terms of the series of preferred stock
with which the warrants are issued;

- if applicable, the terms of the debt securities with which the warrants
are issued;

- the number of warrants issued with each share of common stock or
preferred stock;

- if applicable, the date on and after which the warrants and the related
common stock, preferred stock or debt securities will be separately
transferable;

- any listing of the warrants on a securities exchange or automated
quotation system;

- if applicable, a discussion of material United States federal income tax
consequences and other special considerations with respect to any
warrants; and

- any other terms of the warrants, including terms, procedures and
limitations relating to the transferability, exchange and exercise of
such warrants.

DESCRIPTION OF STOCK PURCHASE CONTRACTS
AND STOCK PURCHASE UNITS OF REGENT

We may issue stock purchase contracts. Stock purchase contracts are
contracts obligating holders to purchase from us, and us to sell to the holders,
a specified number of shares of common stock, preferred stock or convertible
preferred stock at a future date or dates. The price per share of common stock,
preferred stock or convertible preferred stock may be fixed at the time the
stock purchase contracts are issued or may be determined by reference to a
specific formula set forth in the stock purchase contracts. The formulas may
include anti-dilution provisions to adjust the number of shares issuable under
the stock purchase contracts upon events that would otherwise dilute the
interests of the holders. The stock purchase contracts may be issued separately
or as a part of stock purchase units each representing ownership of a stock
purchase contract and our debt securities, convertible debt securities or debt
obligations of the United States or its agencies or instrumentalities, securing
the holders' obligations to purchase the common stock, preferred stock or the
convertible preferred stock under the stock purchase contracts.

When stock purchase units include debt obligations of the United States or
its agencies or instrumentalities, the principal of the debt obligations, when
paid at maturity, will automatically be applied to satisfy the holder's
obligation to purchase common stock, preferred stock or convertible preferred
stock under the stock purchase contracts unless the holder of the units settles
its obligations under the stock purchase contracts early through the delivery of
consideration to us or our agent in the manner discussed below.

The stock purchase contracts may require us to make periodic payments to
the holders of the stock purchase units or vice versa, and the payments may be
unsecured or refunded on some basis. The stock purchase contracts may require
holders to secure their obligations in a specified manner.

Holders of stock purchase units may be entitled to settle the underlying
stock purchase contracts prior to the stated settlement date by surrendering the
certificate evidencing the stock purchase units, accompanied by the payment due,
in any form and calculated pursuant to any formula as may be prescribed in the
stock purchase contracts and described in the applicable prospectus supplement.
Upon early settlement, the holder would receive the number of shares of common
stock, preferred stock or convertible preferred stock deliverable under the
stock purchase contracts, subject to adjustment in specific cases. Holders of
stock purchase units may be entitled to exchange their stock purchase units
together with appropriate collateral, for separate stock purchase contracts and
our debt securities or debt obligations of the United States of America or its
agencies or instrumentalities. In the event of either an early settlement or
exchange, the debt securities or debt obligations that were pledged as security
for the obligation of the holder to perform under the stock purchase contracts
would be transferred to the holder free and clear of our security interest.

The applicable prospectus supplement will describe the terms of any stock
purchase contracts or stock purchase units including differences, if any, from
the terms described above.

PLAN OF DISTRIBUTION

We may sell the securities offered by this prospectus:

- through underwriters or dealers;

- through agents;

- directly to purchasers; or

- through a combination of any such methods of sale.

Any underwriter, dealer or agent may be deemed to be an underwriter within
the meaning of the Securities Act of 1933. The prospectus supplement relating to
the securities offered by this prospectus will set forth:

- their offering terms, including the name or names of any underwriters,
dealers or agents;

- the purchase price of the securities offered by such prospectus
supplement;

- the proceeds to us from the sale;

- any underwriting discounts, commissions and other items constituting
compensation to underwriters, dealers or agents;

- any initial public offering price;

- any discounts or concessions allowed or reallowed or paid by underwriters
or dealers to other dealers; and

- any securities exchanges or other markets on which the securities offered
by this prospectus may be listed or traded.

If underwriters or dealers are used in the sale, the securities offered by
this prospectus will be acquired by the underwriters or dealers for their own
account and may be resold from time to time:

- in one or more transactions;

- at a fixed price or prices, which may be changed;

- at market prices prevailing at the time of sale;

- at prices related to the prevailing market prices; or

- at negotiated prices.

The securities offered by this prospectus may be offered to the public
either through underwriting syndicates represented by one or more managing
underwriters or directly by one or more of those firms. Unless otherwise set
forth in the prospectus supplement, the obligations of underwriters or dealers
to purchase the securities offered by this prospectus will be subject to
specific conditions precedent and the underwriters or dealers will be obligated
to purchase all of the securities offered by this prospectus if any are
purchased. Any public offering price and any discounts or concessions allowed or
reallowed or paid by underwriters or dealers to other dealers may be changed
from time to time.

The securities offered by this prospectus may be sold directly by us or
through agents designated by us. Any agent involved in the offer or sale of the
securities offered by this prospectus in respect of which this prospectus is
delivered will be named, and any commissions payable by us to the agent will be
set forth, in the prospectus supplement. Unless otherwise indicated in the
prospectus supplement, any agent will be acting on a best efforts basis for the
period of its appointment.

If so indicated in the prospectus supplement, we will authorize
underwriters, dealers or agents to solicit offers by specific institutions to
purchase securities offered by this prospectus from us at the public offering
price set forth in the prospectus supplement pursuant to delayed delivery
contracts providing for payment and delivery on a specified date in the future.
The contracts will be subject to any conditions set forth in the prospectus
supplement and the prospectus supplement will set forth the commission payable
for solicitation of the contracts. The underwriters and other persons soliciting
the contracts will have no responsibility for the validity or performance of any
of the contracts.

Underwriters, dealers and agents may be entitled under agreements entered
into with us to indemnification by us against civil liabilities, including
liabilities under the Securities Act, or to contribution by us to payments they
may be required to make in respect thereof. The terms and conditions of the
indemnification will be described in an applicable prospectus supplement.
Underwriters, dealers and agents may be customers of, engage in transactions
with, or perform services for, us in the ordinary course of business.

Each series of securities offered by this prospectus may be a new issue of
securities with no established trading market. Any underwriters to whom
securities offered by this prospectus are sold by us for public offering and
sale may make a market in the securities offered by this prospectus, but the
underwriters will not be obligated to do so and may discontinue any market
making at any time without notice. No assurance can be given as to the liquidity
of the trading market for any securities offered by this prospectus.

Underwriters and dealers may engage in passive market making transactions
in our common stock in accordance with Rule 103 of Regulation M under the
Exchange Act. In general, a passive market maker may not bid for or purchase our
common stock at a price that exceeds the highest independent bid. In addition,
the net daily purchases made by any passive market maker generally may not
exceed 30% of its average daily trading volume in our common stock during a
specified two month prior period, or 200 shares, whichever is greater. A passive
market maker must identify passive market making bids on the Nasdaq electronic
inter-dealer reporting system. Passive market making may stabilize or maintain
the market price of our common stock above independent market levels.
Underwriters and dealers are not required to engage in passive market making and
may end passive market making activities at any time.

Any underwriter may engage in stabilizing and syndicate covering
transactions in accordance with Rule 104 of Regulation M under the Exchange Act.
Rule 104 permits stabilizing bids to purchase the underlying security so long as
the stabilizing bids do not exceed a specified maximum. The underwriters may
over-allot shares of the common stock in connection with an offering of common
stock, thereby creating a short position in the underwriters' account. Syndicate
covering transactions involve purchases of the debt securities or convertible
debt securities in the open market after the distribution has been completed in
order to cover syndicate short positions. Stabilizing and syndicate covering
transactions may cause the price of the debt securities or convertible debt
securities to be higher than it would otherwise be in the absence of those
transactions. These transactions, if commenced, may be discontinued at any time.

LEGAL MATTERS

Unless otherwise indicated in the applicable prospectus supplement relating
to particular securities, the validity of the securities offered hereby will be
passed upon for us by Graydon Head & Ritchey LLP, Cincinnati, Ohio.

EXPERTS

The financial statements incorporated in this prospectus by reference to
the Annual Report on Form 10-K for Regent Communications, Inc. for the year
ended December 31, 2001 have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and special reports, proxy statements and other
information with the SEC. Stockholders may read and copy reports, proxy
statements and other information filed by us at the SEC's public reference rooms
at 450 Fifth Street, N.W., Washington, D.C. 20549; 233 Broadway, New York, New
York 10279; or Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511. Please call the SEC at 1-800-SEC-0330 for further
information about the public reference rooms. Our reports, proxy statements and
other information are also available from commercial document retrieval services
and at the SEC's website located at http://www.sec.gov.

We have filed a registration statement to register with the SEC the
securities offered hereby. This document is part of that registration statement
and constitutes a prospectus of Regent and its subsidiaries.

As allowed by SEC rules, this document does not contain all the information
that stockholders can find in our registration statement or the exhibits to our
registration statement.

The SEC allows us to "incorporate by reference" information into this
document, which means that we can disclose important information to security
holders by referring them to another document filed separately with the SEC. The
information incorporated by reference is deemed to be part of this document,
except for any information superseded by information contained directly in the
other document.

This document incorporates by reference the documents set forth below:

- Our Annual Report on Form 10-K for the year ended December 31, 2001;

- Our Proxy Statement dated April 12, 2002, with respect to information
required by Items 401 (management), 402 (executive compensation), 403
(securities ownership) and 404 (contain relationships and transactions)
of Regulation S-K promulgated under the Securities Exchange Act of 1934;
and

- The description of our common stock contained in our registration
statement filed under the Securities Exchange Act of 1934, including any
amendment or report filed for the purpose of updating such description.

Additional documents that we may file with the SEC between the date of this
document and the date of the sale of the securities offered hereby are also
incorporated by reference. These include periodic reports, such as Annual
Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form
8-K, as well as proxy statements.

Copies of any of the documents incorporated by reference (excluding
exhibits unless specifically incorporated therein) are available without charge
upon written or oral request from Anthony A. Vasconcellos, Chief Financial
Officer of Regent Communications, Inc., 100 East RiverCenter Boulevard, 9(th)
Floor, Covington, Kentucky 41011 (telephone number: (859) 292-0030).

------------------------------------------------------
------------------------------------------------------

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY
REFERENCE IN THIS DOCUMENT TO MAKE YOUR DETERMINATION ON WHETHER OR NOT TO MAKE
AN INVESTMENT IN THE SHARES OF OUR COMMON STOCK OFFERED HEREBY. NO ONE HAS BEEN
AUTHORIZED TO PROVIDE ANY INFORMATION THAT IS DIFFERENT FROM WHAT IS CONTAINED
IN THIS DOCUMENT. THIS DOCUMENT IS DATED , 2002. YOU SHOULD NOT ASSUME
THAT THE INFORMATION CONTAINED IN THIS DOCUMENT IS ACCURATE AS OF ANY DATE OTHER
THAN THAT DATE, AND NEITHER THE DELIVERY OF THIS DOCUMENT NOR THE SALE OF OUR
COMMON STOCK WILL CREATE ANY IMPLICATION TO THE CONTRARY.

---------------------

TABLE OF CONTENTS

<Table>
<Caption>
PAGE
----

About this Prospectus................. 2
Risk Factors.......................... 3
Forward-Looking Statements............ 7
Regent Communications, Inc. .......... 8
Use of Proceeds....................... 8
Consolidated Ratios of Earnings to
Fixed Charges and Earnings to
Combined Fixed Charges and Preferred
Stock Dividends..................... 8
Description of Capital Stock of
Regent.............................. 9
Description of Depositary Shares of
Regent.............................. 11
Description of Debt Securities of
Regent.............................. 12
Description of Debt Securities of
Regent Broadcasting, Inc. .......... 19
Description of Guarantees............. 27
Description of Warrants............... 27
Description of Stock Purchase
Contracts and Stock Purchase Units
of Regent........................... 28
Plan of Distribution.................. 29
Legal Matters......................... 31
Experts............................... 31
Where You Can Find More Information... 31
</Table>

------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------

REGENT LOGO
REGENT BROADCASTING, INC.

-----------------------

$250,000,000
-----------------------

REGENT COMMUNICATIONS, INC.
COMMON STOCK
PREFERRED STOCK
CONVERTIBLE PREFERRED STOCK
DEPOSITARY SHARES
WARRANTS
STOCK PURCHASE CONTRACTS
STOCK PURCHASE UNITS
DEBT SECURITIES
CONVERTIBLE DEBT SECURITIES
GUARANTEED TO THE EXTENT SET FORTH
HEREIN BY THE SUBSIDIARY GUARANTORS
GUARANTEES OF DEBT SECURITIES OF REGENT
BROADCASTING, INC.

REGENT BROADCASTING, INC.
DEBT SECURITIES
CONVERTIBLE DEBT SECURITIES
GUARANTEED TO THE EXTENT SET FORTH
HEREIN BY REGENT COMMUNICATIONS, INC.
AND THE SUBSIDIARY GUARANTORS
GUARANTEES OF DEBT SECURITIES OF
REGENT COMMUNICATIONS, INC.
-----------------------

PROSPECTUS
-----------------------
, 2002

------------------------------------------------------
------------------------------------------------------

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE 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 SECURITIES, AND WE ARE NOT SOLICITING OFFERS TO BUY THESE SECURITIES, IN
ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

SUBJECT TO COMPLETION, DATED APRIL 8, 2002

[REGENT COMMUNICATIONS LOGO]

8,250,000 SHARES

COMMON STOCK

Regent Communications, Inc. is offering 8,034,172 shares of its common
stock and certain selling stockholders are offering an additional 215,828
shares. Our common stock is traded on the Nasdaq National Market under the
symbol "RGCI." The last reported sale price of the common stock on the Nasdaq
National Market on April 5, 2002 was $7.18 per share.

------------------------------

INVESTING IN OUR COMMON STOCK INVOLVES RISKS.

SEE "RISK FACTORS" BEGINNING ON PAGE 6.

------------------------------

<Table>
<Caption>
PER SHARE TOTAL
--------- --------

Public Offering Price....................................... $ $
Underwriting Discounts and Commissions...................... $ $
Proceeds to Regent Communications, Inc...................... $ $
Proceeds to the Selling Stockholders........................ $ $
</Table>

THE SECURITIES AND EXCHANGE COMMISSION AND STATE SECURITIES REGULATORS
HAVE NOT APPROVED OR DISAPPROVED THESE SECURITIES, OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

Regent Communications, Inc. has granted the underwriters a 30-day option
to purchase up to an additional 1,237,500 shares of common stock to cover
over-allotments.

------------------------------

ROBERTSON STEPHENS
MORGAN STANLEY
UBS WARBURG
CIBC WORLD MARKETS
SANDERS MORRIS HARRIS

THE DATE OF THIS PROSPECTUS IS APRIL , 2002

[MAP OF NORTH AMERICA REFLECTING LOCATIONS OF COMPANY'S STATION
PORTFOLIO ABOVE A TABLE LISTING SUCH LOCATIONS AND THE STATION CALL LETTERS IN
EACH MARKET]

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH
INFORMATION DIFFERENT FROM THAT CONTAINED IN THIS PROSPECTUS. WE ARE OFFERING TO
SELL, AND SEEKING OFFERS TO BUY, SHARES OF COMMON STOCK ONLY IN JURISDICTIONS
WHERE OFFERS AND SALES ARE PERMITTED. THE INFORMATION CONTAINED IN THIS
PROSPECTUS IS ACCURATE ONLY AS OF THE DATE OF THIS PROSPECTUS, REGARDLESS OF THE
TIME OF DELIVERY OF THIS PROSPECTUS OR OF ANY SALE OF OUR COMMON STOCK. IN THIS
PROSPECTUS, THE "COMPANY," "REGENT," "WE," "US," AND "OUR" REFER TO REGENT
COMMUNICATIONS, INC., A DELAWARE CORPORATION, AND ALL OF ITS SUBSIDIARIES UNLESS
THE CONTEXT OTHERWISE REQUIRES.

------------------------------

TABLE OF CONTENTS

<Table>
<Caption>
PAGE
----

Summary..................................................... 1
Risk Factors................................................ 6
Forward-Looking Statements.................................. 11
Recent Transactions......................................... 11
Use of Proceeds............................................. 14
Dividend Policy............................................. 14
Price Range of Our Common Stock............................. 15
Capitalization.............................................. 16
Selected Consolidated Financial Data........................ 17
Management's Discussion and Analysis of Financial Condition
and Results of Operations................................. 18
Business.................................................... 27
Federal Regulation of Radio Broadcasting.................... 35
Management.................................................. 43
Security Ownership of Certain Beneficial Owners and
Management................................................ 46
Selling Stockholders........................................ 48
Description of Capital Stock................................ 49
Shares Eligible for Future Sale............................. 52
Underwriting................................................ 54
Legal Matters............................................... 56
Experts..................................................... 56
Where You Can Find More Information......................... 56
Index to Financial Statements............................... F-1
</Table>

------------------------------

SUMMARY

You should read the following summary together with the more detailed
information in this prospectus, including risk factors, regarding our Company
and the common stock being sold in this offering.

THE COMPANY

Regent is a radio broadcasting company focused on acquiring, developing
and operating radio stations in mid-sized and small markets. Upon completion of
the transactions described in the "Recent Transactions" section of this
prospectus, we will own and operate 61 radio stations (44 FM and 17 AM)
clustered in 12 mid-sized and small markets located in California, Illinois,
Louisiana, Michigan, Minnesota, New York, Pennsylvania and Texas. Our radio
station clusters rank first or second in terms of revenue share in 11 of our 12
markets.

We have experienced rapid growth since June 1998, when we purchased 31
stations. Since then, we have acquired an additional 51 stations and divested 22
stations in order to concentrate our operations in markets where our station
clusters can achieve a leadership position. Our net broadcast revenues have
grown from $14.8 million in 1998 to $53.7 million in 2001.

We believe that radio is primarily a local media, and that the mid-sized
and small markets we target possess attractive growth characteristics. In many
of these markets, stations are owned by small, independent operators with
limited financial and management resources. Radio stations in mid-sized and
small markets also typically experience less direct competition within
programming formats. By pursuing strategic acquisition opportunities, developing
strong local management teams, and implementing a locally-oriented operating
strategy within each of our clusters, we believe that we can compete effectively
and achieve strong revenue and cash flow growth rates in each of our markets.

EXPERIENCED MANAGEMENT TEAM

Our senior management team has extensive experience in the radio
broadcasting industry. Our senior executives collectively have negotiated the
acquisition of 150 radio stations, including the 61 stations currently owned or
to be acquired by us upon consummation of our pending acquisitions. They have
managed stations in several top 50 United States markets, as well as stations in
markets smaller than those in which we currently operate. We believe that their
experience in large markets, combined with their understanding of small market
dynamics, gives us a competitive advantage over companies and stations that may
have less diverse management experience.

Terry S. Jacobs, our Chairman, Chief Executive Officer and Treasurer,
has over 20 years of radio experience. He has founded and served as the chief
executive officer of three radio broadcasting companies, including Regent. Mr.
Jacobs' first radio company was 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 based on total revenues.

William L. Stakelin, our President, Chief Operating Officer and
Secretary, 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.

RECENT TRANSACTIONS

We continued to grow rapidly during 2001 and 2002 as we successfully
implemented our acquisition strategy. We acquired 17 new stations and entered
two new markets. We also disposed of four stations and exited one market because
they were not consistent with our strategy. Our largest transaction during 2001
was our $39.6 million acquisition of seven radio stations in Lafayette,
Louisiana. We have pending acquisitions of four stations that we currently
operate under time brokerage agreements and we are aggressively seeking
additional acquisition opportunities.

ACQUISITION STRATEGY

We have developed a disciplined acquisition strategy for expanding our
existing clusters and entering new mid-sized and small markets where we believe
that we can establish a leadership position. We believe that the experience and
reputation of our senior management team allows us to capitalize on acquisition
opportunities in these markets. When analyzing potential acquisitions, we
evaluate the following criteria:

- our ability to achieve the number one or number two revenue rank
within the market;

- the potential of our station clusters to generate $1.0 million or more
in broadcast cash flow;

- the power and quality of the stations' broadcast signals; and

- our ability to achieve a significant return on invested capital.

In many cases, we seek to acquire underperforming stations where we
believe that we can improve operating performance and achieve meaningful
increases in revenue. Additionally, when these stations are integrated into
existing clusters, we can achieve substantial cost savings.

BUSINESS STRATEGY

Our primary business strategy is to assemble market-leading station
clusters in mid-sized and small markets. We believe that a leadership position
in a market enables us to drive favorable advertising prices. We seek to
accomplish this goal by pursuing locally-focused business strategies, including:

Developing Strong Cluster Management Teams. We believe that hiring and
retaining a strong, locally-based management team is critical to the success of
our clusters. These management teams typically include a general manager, who is
responsible for the overall operations of the cluster, as well as sales,
business and operations managers. The management teams of each cluster make key
decisions regarding programming, promotions and advertising sales based on their
understanding of the musical tastes, demographics and competitive opportunities
in that particular market.

Targeted Programming and Promotion. To strengthen 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.

Improving Operations at Underperforming Stations. Many of the radio
stations we acquire have a history of weak ratings and revenue share. We believe
that in our target markets it generally takes approximately 18 months to begin
demonstrating significant improvements in operating results of underperforming
stations. Upgrading station management and improving programming are the primary
ways in which we seek to increase audience and advertising revenues.

Optimizing Technical Facilities. We believe that a strong signal is an
important component of a station's success regardless of programming format.
Where possible, we seek to acquire and operate radio stations with
market-leading technical facilities. In situations where we operate stations
with weaker signals, we actively seek to upgrade their facilities and signal
power.

STATION PORTFOLIO

The following table shows the radio stations we currently own and
operate, and the stations that we will own and operate after completing our
pending acquisitions.

<Table>
<Caption>
STATION PRO FORMA STATION PORTFOLIO
CLUSTER STATION -----------------------------------
RANKING BY CLUSTER ACQUISITION
MARKET METROPOLITAN 12+ OWNED PENDING TOTAL
REVENUE STATISTICAL AUDIENCE --------- ----------- ---------
MARKET SHARE AREA RANK SHARE FM AM FM AM FM AM
- ------ ---------- ------------ -------- --- --- ---- ---- --- ---

Lafayette, LA.............. 1 98 27.4 5 2 - - 5 2
Utica-Rome, NY............. 1 156 36.7 3 2 - - 3 2
Chico, CA.................. 1 199 14.9 4 - - - 4 -
St. Cloud, MN.............. 1 220 24.5 4 2 - - 4 2
Redding, CA................ 1 227 40.0 4 2 - - 4 2
Watertown, NY.............. 1 267 44.7 2 2 - - 2 2
Grand Rapids, MI(1)........ 2 66 15.6 3 1 1 - 4 1
El Paso, TX................ 2 77 16.1 2 1 - - 2 1
Flint, MI(1)............... 2 124 16.7 2 1 2 1 4 2
Peoria, IL................. 2 142 20.8 5 1 - - 5 1
Erie, PA................... 2 161 33.8 3 1 - - 3 1
Albany, NY................. 3 61 18.0 4 1 - - 4 1
-- -- -- -- -- --
Totals................... 41 16 3 1 44 17
== == == == == ==
Number of markets: 12
Number of stations: 61
</Table>

- ---------------

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

See the "Business -- Station Portfolio" section of this prospectus for a
discussion of the sources from which we obtained the data included in the above
table and the method used to calculate the station cluster audience share data.

ADDRESS

Our principal executive offices are located at 100 East RiverCenter
Boulevard, 9th Floor, Covington, Kentucky 41011. Our telephone number is (859)
292-0030.

THE OFFERING

Shares offered by Regent......... 8,034,172 shares(1)

Shares offered by selling
stockholders..................... 215,828 shares

Total shares outstanding after
this offering.................... 44,061,495 shares(1)(2)

Use of proceeds.................. We intend to use the net proceeds from this
offering:

- to repay a substantial portion of our
outstanding indebtedness under our bank
credit facility in order to create credit
availability for our pending and future
acquisitions; and

- for general corporate purposes.

We will not receive any proceeds from the
sale of shares being offered by the
selling stockholders.

Nasdaq National Market symbol.... RGCI
- ---------------

(1) Does not include up to 1,237,500 shares that the underwriters may purchase
if they exercise their over-allotment option in full.

(2) Does not include 790,000 shares of common stock subject to outstanding
warrants with a weighted average exercise price of $5.00 per share;
3,060,685 shares of common stock subject to outstanding stock options with a
weighted average exercise price of $5.94 per share, of which 1,532,976
shares are subject to vested options; and 40,610 shares of common stock
reserved for issuance under our stock incentive plans.

SUMMARY HISTORICAL FINANCIAL DATA

<Table>
<Caption>
YEAR ENDED DECEMBER 31,
------------------------------
1999 2000 2001
-------- -------- --------
(IN THOUSANDS)

OPERATING RESULTS:(1)
Net broadcasting revenues................................... $ 23,854 $ 44,107 $ 53,745
Operating (loss) income..................................... (612) 831 (3,078)
(Loss) income before income taxes and extraordinary items... (6,300) 14,966 (2,378)
Extraordinary items (2)..................................... (471) (1,114) -
Net (loss) income........................................... (6,771) 13,852 (1,713)

OTHER DATA:(1)(3)
Broadcast cash flow(4)...................................... $ 5,529 $ 13,934 $ 15,215
EDITDA(5)................................................... 2,756 9,433 10,358
After-tax cash flow(6)...................................... (2,455) 6,133 7,265
<Caption>
DECEMBER 31,
------------------------------
1999 2000 2001
-------- -------- --------
(IN THOUSANDS)

BALANCE SHEET DATA:(1)(3)
Current Assets.............................................. $ 10,329 $ 12,012 $ 12,179
Total assets................................................ 83,727 252,733 306,356
Current liabilities......................................... 3,115 4,902 6,054
Long-term debt and capital leases, less current portion..... 25,331 45,094 87,019
Redeemable preferred stock.................................. 89,265 - -
Total stockholders' (deficit) equity........................ (37,810) 198,420 208,338
</Table>

- ---------------

(1) Acquisitions in 2001, 2000 and 1999 affect comparability among years. See
Note 2 of Notes to Consolidated Financial Statements included in this
prospectus.

(2) See "Management's Discussion and Analysis of Financial Condition and Results
of Operations" for a discussion of the 2000 extraordinary item.

(3) Although these metrics are not a measure of performance calculated in
accordance with generally accepted accounting principles, we believe they
are accepted by the broadcasting industry as generally recognized measures
of performance, and are used by analysts who report publicly on the
performance of broadcasting companies.

(4) We calculate "broadcast cash flow" as operating income (loss) before
depreciation, amortization and corporate general and administrative expense.

(5) We calculate "EBITDA" as operating income (loss), excluding depreciation and
amortization.

(6) We calculate "after tax cash flow" as net income (loss) excluding
depreciation, amortization, gain (loss) on sale of radio properties and
various immaterial non-cash items.

RISK FACTORS

Any investment in shares of our common stock involves a high degree of
risk. You should carefully consider the following information about these risks,
together with the other information contained in this prospectus before you
decide to buy our common stock. If any of the following risks occur, our
business, results of operations and financial condition would likely suffer. In
these circumstances, the market price of our common stock could decline, and you
may lose all or part of the money you paid to buy our common stock.

RISKS RELATED TO OUR OPERATIONS

OUR ACQUISITION STRATEGY MAY NOT BE SUCCESSFUL.

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

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

- inability to negotiate definitive purchase agreements on satisfactory
terms;

- loss of key employees of acquired stations;

- diversion of management's attention from other business concerns;

- restrictions in our credit facility that require us to obtain our
bank's consent for acquisitions under certain circumstances;

- inability to sell any non-performing station; and

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

If we are unable to grow as planned, we may not be able to compete
successfully with larger broadcasting companies and other media.

IF WE ARE UNABLE TO MANAGE EFFECTIVELY OUR PLANNED RAPID GROWTH, OUR OPERATIONS
AND REVENUES COULD SUFFER.

WE MAY NOT BE ABLE TO OBTAIN SUFFICIENT ADDITIONAL FINANCING FOR FUTURE
ACQUISITIONS.

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, and are not
seeking, "key man" insurance on the life of Mr. Jacobs or Mr. Stakelin.

WE MAY LOSE AUDIENCE SHARE AND ADVERTISING REVENUE TO COMPETING RADIO STATIONS.

WE MAY LOSE AUDIENCE SHARE AND ADVERTISING REVENUE TO OTHER TYPES OF MEDIA
COMPETITORS.

- 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 and new low power FM radio, which
could provide radio services in the same frequency range currently
occupied by traditional FM and AM radio services.

A loss of audience share to these media could result in decreased
advertising revenue for us.

WE MAY LOSE ADVERTISING REVENUES IF THE UNITED STATES ECONOMY DOES NOT IMPROVE.

AN ECONOMIC DOWNTURN IN ANY OF OUR SIGNIFICANT MARKETS COULD ADVERSELY AFFECT
OUR REVENUE AND CASH FLOW.

WE HAVE A HISTORY OF NET LOSSES THAT MAY CONTINUE IN THE FORESEEABLE FUTURE.

We had a net loss of approximately $1.7 million for the year ended
December 31, 2001. We had net income of approximately $13.9 million for the year
ended December 31, 2000, primarily due to a gain of approximately $17.8 million
which we recognized on an exchange of radio stations with Clear Channel
Communications, Inc. We had a net loss of approximately $6.8 million for the
year ended December 31, 1999. The primary reasons for our losses in 2001, 2000
(when excluding the gain on our exchange of radio stations) and 1999, are
significant charges for depreciation and amortization relating to the
acquisitions of

radio stations and interest charges on our outstanding debt. As we acquire
additional stations, depreciation and interest charges will probably increase
and we may continue to experience net losses in the future.

WE HAVE NOT YET DETERMINED WHAT EFFECT RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
WILL HAVE ON OUR FINANCIAL POSITION OR RESULTS OF OPERATIONS.

In addition, in August 2001, FASB issued SFAS No. 144, "Accounting for
the Impairment of Disposal of Long-Lived Assets," that addresses the financial
accounting and reporting for impairment or disposal of long-lived assets,
including the disposal of a segment of a business. SFAS 144 requires that long-
lived assets be reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. We have a significant amount of long-lived assets, such as
property, equipment, goodwill, FCC licenses and other intangible assets recorded
on our balance sheet. If we were to determine that a permanent impairment of an
asset had occurred, a charge would be made against income in the period such
determination was made. We will adopt SFAS 144 in the first quarter of 2002. We
are in the process of assessing the effects of this pronouncement.

WE COULD EXPERIENCE DELAYS IN EXPANDING OUR BUSINESS DUE TO ANTITRUST LAWS AND
OTHER REGULATORY CONSIDERATIONS.

The Federal Trade Commission, the United States Department of Justice
and the FCC carefully review proposed transactions under their respective
regulatory authority, focusing on the effects on competition, the number of
stations owned in a market and the effects on concentration of market revenue
share. Any delay, prohibition or modification required by such regulatory
authorities could adversely affect the terms of a proposed transaction or could
require us to abandon an otherwise attractive opportunity. We have experienced
delays from time to time in connection with some of our acquisitions.

IF WE COULD NOT RENEW OUR FCC LICENSES, OUR BUSINESS WILL BE IMPAIRED.

Our business is dependent upon maintaining our broadcasting licenses
issued by the FCC, which are issued currently for a maximum term of eight years.
Our broadcasting licenses will expire between 2004 and 2006. We cannot assure
you that our pending or future renewal applications will be approved, or that
such renewals will not include conditions or qualifications that could adversely
affect our operations. Moreover, governmental regulations and policies may
change over time and we cannot assure you that such changes would not have a
material adverse impact upon our business, financial condition and results of
operations.

RESTRICTIONS AND LIMITATIONS IMPOSED UNDER OUR CREDIT FACILITY COULD ADVERSELY
AFFECT OUR ABILITY TO OPERATE OUR BUSINESS AND IMPLEMENT OUR STRATEGY.

- incur additional indebtedness and/or liens;

- issue capital stock in certain circumstances;

- pay dividends or make certain other restricted payments;

- make certain investments or acquisitions;

- 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.

IF WE DEFAULT UNDER OUR CREDIT FACILITY, WE MAY NOT BE ABLE TO REPAY SUCH
INDEBTEDNESS.

Our credit facility requires us to maintain specified financial ratios
and satisfy certain financial condition tests. A breach of these or any other
credit facility restrictions could result in a default under our credit
facility. If an event of default occurs, then our credit facility lenders could
declare all amounts outstanding, including accrued interest, immediately due and
payable. If our credit facility indebtedness were accelerated, our assets may
not be sufficient to repay in full such indebtedness and our other indebtedness.

OUR INTEREST EXPENSE MAY INCREASE AS A RESULT OF OUR VARIABLE RATE CREDIT
FACILITY.

WE HAVE ESTABLISHED CERTAIN ANTI-TAKEOVER MEASURES THAT COULD PREVENT AN
ACQUISITION OR CHANGE OF CONTROL OF OUR COMPANY.

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

RISKS RELATED TO THIS OFFERING

CERTAIN STOCKHOLDERS OWN APPROXIMATELY 31% OF OUR OUTSTANDING VOTING POWER AND
THEIR INTERESTS MAY CONFLICT WITH YOURS.

Approximately 31% of our outstanding voting power is held by a small
number of stockholders. These stockholders have agreed to vote all of their
shares for the election of seven of our nine directors. As a result, these
stockholders acting together have the ability to influence the election of
directors and the outcome of other matters subject to stockholders' vote,
including the ability to make it more difficult for a third party to acquire, or
of discouraging a third party from seeking to acquire, a majority of the
outstanding common stock of our company. The interests of these controlling
stockholders may conflict with yours.

STOCKHOLDERS OWNING A SUBSTANTIAL AMOUNT OF OUR COMMON STOCK MAY RESELL SHARES
INTO THE MARKET, WHICH COULD CAUSE THE MARKET PRICE OF OUR COMMON STOCK TO DROP
SIGNIFICANTLY.

Subject to the restrictions described under the "Shares Eligible for
Future Sale" section of this prospectus (including an agreement with the
underwriters restricting the sale of shares of common stock by certain
stockholders for a period of 90 days after the date of this prospectus),
stockholders owning a substantial number of currently restricted shares of our
common stock may be free to resell their shares, pursuant to effective resale
registration statements, in accordance with registration rights, Rule 144, or
otherwise. From time to time, we may also issue additional shares of our common
stock in acquisitions and in public or private offerings. As restrictions on
resale end, and as additional shares may be issued by us, the market price of
our common stock could drop significantly if the holders of these shares sell
them, or are perceived by the market as intending to sell them.

Also, 3,060,685 shares are subject to outstanding stock options (of
which 1,532,976 shares are subject to vested options), and an additional 40,610
shares of common stock were reserved for issuance under our stock incentive
plans. Upon the issuance of such shares, those stockholders may immediately
resell these additional shares in the open market.

ADDITIONAL SHARES MAY BE RESOLD PURSUANT TO REGISTRATION RIGHTS AGREEMENTS,
WHICH MAY ALSO CAUSE THE MARKET PRICE OF OUR COMMON STOCK TO DROP SIGNIFICANTLY.

The Company is a party to a registration rights agreement dated as of
June 15, 1998, as amended, with Terry S. Jacobs, William L. Stakelin,
Waller-Sutton Media Partners, L.P., William H. Ingram, WPG Corporate Development
Associates V, L.L.C., Mesirow Capital Partners VII, Blue Chip Capital Fund II
Limited Partnership, River Cities Capital Fund Limited Partnership, and certain
affiliates of such entities. Under this agreement, upon a demand made by
Waller-Sutton Media Partners, L.P. or other parties to the registration rights
agreement who, in the aggregate, hold at least 10% of the Company's outstanding
common stock, Regent is required to register under the Securities Act of 1933
the shares of the Company's common stock owned by these holders. In addition,
the parties to the agreement have the right to join in certain registrations of
Regent's equity securities. We are also a party to three separate registration
rights agreements which, in the aggregate, give certain unaffiliated holders of
Company common stock the right to include 1,001,969 shares held by them in
certain registered public offerings of our stock. Other than the selling
stockholders named in this prospectus, each holder possessing registration
rights has elected not to participate in this offering.

FORWARD-LOOKING STATEMENTS

- general economic and business conditions, both nationally and in our
markets, including the impact of the continuing United States
recession and the war on terrorism;

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

- the level of advertising spending;

- anticipated trends in the radio business;

- existing and future regulations affecting the radio business;

- our acquisition opportunities;

- increased competition for attractive radio properties and advertising
dollars; and

- other risk factors set forth in the "Risk Factors" section of this
prospectus.

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.

RECENT TRANSACTIONS

Between January 25, 2000, the date of our initial public offering, and
the date of this prospectus, we grew rapidly as we successfully implemented our
acquisition strategy, including our disposition of radio stations in, and our
exiting from, smaller markets that do not meet our criteria for strategic growth
in the future.

Our largest transaction during 2001 was our $39.6 million acquisition of
seven radio stations in Lafayette, Louisiana. We also entered into three
definitive agreements to acquire two FM radio stations and one AM radio station
in Flint, Michigan and one FM radio station in Grand Rapids, Michigan.

The following table sets forth a summary of each of our completed and
pending acquisitions and dispositions since January 2000. The purchase prices
set forth in the table were paid in cash, except where otherwise indicated, and
include, where applicable, amounts paid under consulting and non-competition
agreements but do not include transaction-related costs.

ACQUISITIONS

<Table>
<Caption>
PURCHASE
NO OF PRICE DATE
SELLER MARKET STATIONS CALL LETTERS (IN MILLIONS) COMPLETED
- ------ ---------------- -------- ------------ ------------- ---------

Forever of NY, Inc. Utica-Rome, NY 5 WODZ(FM) $44.7(1) 1/28/00
and related entities WLZW(FM)
WFRG(FM)
WIBX(AM)
WRUN(AM)
Watertown, NY 4 WCIZ(FM)
WFRY(FM)
WTNY(AM)
WNER(AM)
New Wave El Paso, TX 3 KLAQ(FM) 23.5 1/31/00
Broadcasting, L.P. KSII(FM)
KROD(AM)
Clear Channel Albany, NY 6 WGNA(FM) 115.3(2) 8/24/00
Broadcasting, Inc. and WGNA(AM)
related entities WABT(FM)
WQBK(FM)
WQBJ(FM)
WTMM(AM)
Grand Rapids, MI 4 WGRD(FM)
WLHT(FM)
WNWZ(AM)
WTRV(FM)
KZAP, Inc. Chico, CA 1 KZAP(FM) 2.7(3) 9/29/00
StarCom, Inc. St. Cloud, MN 3 KLZZ(FM) 5.5 5/09/01
KKSR(FM)
KXSS(AM)
The Cromwell Group, Inc. Peoria, IL 6 WGLO(FM) 20.0(4) 8/29/01
and related entities WPPY(FM)
WRVP(FM)
WVEL(AM)
WFYR(FM)
WIXO(FM)
NextMedia Group II, Inc. Erie, PA 1 WQHZ(FM) 4.9 10/15/01
ComCorp of Lafayette, Inc. Lafayette, LA 7 KMDL(FM) 39.6(5) 12/8/01
and related entities KRKA(FM)
KFTE(FM)
KTDY(FM)
KPEL(FM)
KPEL(AM)
KROF(AM)
Haith Broadcasting Grand Rapids, MI 1 WFGR(FM) 5.0(6) Pending
Corporation
Frankenmuth Radio Co., Flint, MI 1 WZRZ(FM) 2.0(7) Pending
Inc.
Covenant Communications Flint, MI 2 WRXF(FM) 1.3(8) Pending
Corporation WLSP(AM)
</Table>

- ---------------

(1) The purchase price paid consisted of approximately $43.8 million in cash and
100,000 shares of our common stock.

(2) The purchase price paid consisted of approximately $80.5 million in cash and
substantially all of the assets of our three stations in Mansfield, Ohio and
our five stations in Victorville, California.

(3) The purchase price paid consisted of 233,333 shares of our common stock.

(4) The purchase price paid consisted of approximately $14.0 million in cash and
786,141 shares of our common stock.

(5) The purchase price paid consisted of approximately $38.1 million in cash and
215,828 shares of our common stock.

(6) Of this amount, $1.1 million has been paid by the issuance of 174,917 shares
of our common stock.

(7) To be paid in a combination of $600,000 in cash and 208,905 shares of our
common stock.

(8) To be paid fully in cash. The parties intend to complete this acquisition
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. We cannot assure you that a modification
or set aside will not occur. See the discussion in the "Federal Regulation
of Radio Broadcasting" section of this prospectus.

DISPOSITIONS

<Table>
<Caption>
PURCHASE
NO OF PRICE DATE
PURCHASER MARKET STATIONS CALL LETTERS (IN MILLIONS) COMPLETED
- --------- ------ -------- ------------ ------------- ---------

Clear Channel Mansfield, OH 3 WYHT(FM) $34.8(1) 8/24/00
Broadcasting, Inc. and WSWR(FM)
related entities WMAN(AM)
Victorville, CA 5 KZXY(FM)
KATJ(FM)
KIXA(FM)
KROY(AM)
KIXW(AM)
Yavapai Broadcasting Flagstaff, AZ 3 KVNA(AM) 2.0 9/29/00
KVNA(FM)
KZGL(FM)
Concord Media Group, Inc. Palmdale, CA 3 KTPI(FM) 13.5 6/01/01
KAVC(AM)
KOSS(FM)
ABC, Inc. Albany, NY 1 WGNA(AM) 2.0 3/12/02
</Table>

- ---------------

(1) We acquired substantially all of the assets of six radio stations in Albany,
New York and four radio stations in Grand Rapids, Michigan in exchange for
our Mansfield, Ohio and Victorville, California stations and the payment by
us of approximately $80.5 million in cash.

USE OF PROCEEDS

The Company will receive net proceeds from this offering of
approximately $ million, or $ million if the underwriters exercise their
over-allotment option in full, after deducting underwriting discounts and
commissions and estimated offering expenses.

We intend to use the net proceeds from this offering to repay a
substantial portion of our indebtedness outstanding under our bank credit
facility which, once paid down, permits us to re-borrow such funds. On March 31,
2002, we had borrowings under this credit facility of approximately $82.6
million. We have used the borrowings under our credit facility to fund
acquisitions. Indebtedness under our credit facility bears interest at an
average interest rate of 4.48% as of March 31, 2002 and matures in 2006. Our
repayment of indebtedness will create additional credit availability that we
intend to use to pay the $5.8 million aggregate cash purchase price for our
pending acquisitions described under the section "Recent Transactions" and
future acquisitions.

We will use any 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.

We will not receive any proceeds from the sale of shares of common stock
by the selling stockholders.

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 paying cash dividends on our common stock in
the foreseeable future. The terms of the various documents that govern our
existing indebtedness impose restrictions on our ability to pay dividends.

PRICE RANGE OF OUR COMMON STOCK

Shares of our common stock have been quoted on The Nasdaq Stock Market
under the symbol "RGCI" since January 25, 2000. The following table sets forth,
for each of the calendar quarters indicated, the high and low sales prices of
our common stock as reported on the Nasdaq National Market.

<Table>
<Caption>
HIGH LOW
-------- -------

FISCAL YEAR ENDED DECEMBER 31, 2002
First quarter........................................... $ 8.8800 $4.9000
Second quarter (through April 5, 2002).................. $ 8.3200 $6.7500

FISCAL YEAR ENDED DECEMBER 31, 2001
First quarter........................................... $ 9.7812 $5.6250
Second quarter.......................................... $11.9900 $6.0500
Third quarter........................................... $ 8.7100 $5.7500
Fourth quarter.......................................... $ 7.3500 $4.8800

FISCAL YEAR ENDED DECEMBER 31, 2000
First quarter (commencing January 25, 2000)............. $14.2500 $9.3125
Second quarter.......................................... $12.5469 $4.5000
Third quarter........................................... $ 9.1250 $5.1250
Fourth quarter.......................................... $ 7.3750 $3.5000
</Table>

On April 5, 2002, the last reported sale price of our common stock on
the Nasdaq National Market was $7.18 per share. As of April 5, 2002, there were
approximately 338 holders of record of our common stock. The number of record
holders was determined from the records of our transfer agent and does not
include beneficial owners of common stock whose shares are held in the names of
securities brokers, dealers and registered clearing agencies.

CAPITALIZATION

The following table sets forth our capitalization as of December 31,
2001 on:

- an historical basis; and

- a pro forma basis, giving effect to this offering as described in this
prospectus.

You should read this table in conjunction with our consolidated
financial statements and related notes, and other information included elsewhere
in this prospectus or incorporated by reference in this prospectus.

<Table>
<Caption>
DECEMBER 31, 2001
------------------------
PRO FORMA
ACTUAL AS ADJUSTED
--------- -----------
(AUDITED) (UNAUDITED)
(IN THOUSANDS)

Cash and cash equivalents................................... $ 1,765 $
========= =========
Long-term debt, excluding current portion................... $ 87,019 $
Deferred taxes and other long-term liabilities.............. 4,945
Stockholders' equity:
Common stock par value $.01 per share, 35,640,189 shares
outstanding and shares outstanding on a
pro forma basis........................................ 369
Additional paid-in capital................................ 263,937
Total retained deficit (55,968)
Total capitalization................................... $ 298,537 $
========= =========
</Table>

SELECTED CONSOLIDATED FINANCIAL DATA

The following selected consolidated financial data should be read in
conjunction with "Management's Discussion and Analysis of Financial
Consolidation and Results of Operations" and our Consolidated Financial
Statements and the related notes included elsewhere in this prospectus. The
selected consolidated statement of operating results for the years ended
December 31, 1999, 2000 and 2001 and the selected consolidated balance sheet
data as of December 31, 2000 and 2001 are derived from our audited consolidated
financial statements included elsewhere in this prospectus.

<Table>
<Caption>
YEAR ENDED DECEMBER 31,
----------------------------------------------------
1997 1998 1999 2000 2001
-------- -------- -------- -------- --------
(IN THOUSANDS, EXCEPT PER SHARE DATA)

OPERATING RESULTS:(1) (2)
Net broadcasting revenues................ $ 5,993 $ 14,772 $ 23,854 $ 44,107 $ 53,745
Operating income (loss).................. 1,015 (433) (612) 831 (3,078)
(Loss) income before income taxes and
extraordinary items.................... (363) (3,290) (6,300) 14,966 (2,378)
Extraordinary items...................... (4,333) (1,170) (471) (1,114) -
Net (loss) income........................ (4,696) (4,460) (6,771) 13,852 (1,713)
Preferred stock dividend requirements.... - (2,166) (5,205) (629) -
Preferred stock accretion................ - (4,787) (17,221) (26,611) -
Loss applicable to common shares......... (4,696) (11,413) (29,197) (13,388) (1,713)
BASIC AND DILUTED NET LOSS PER COMMON
SHARE:
Loss before extraordinary items.......... $ (1.51) $ (42.67) $(119.69) $ (0.39) $ (0.05)
Extraordinary items...................... (18.06) (4.88) (1.96) (0.03) -
-------- -------- -------- -------- --------
Basic and diluted net loss per common
share.................................. $ (19.57) $ (47.55) $(121.65) $ (0.42) $ (0.05)
-------- -------- -------- -------- --------
Weighted average number of common shares
used in basic and diluted
calculations........................... 240 240 240 31,715 34,218
</Table>

<Table>
<Caption>
DECEMBER 31,
----------------------------------------------------
1997 1998 1999 2000 2001
-------- -------- -------- -------- --------
(IN THOUSANDS)

BALANCE SHEET DATA:(1) (2)
Current assets........................... $ 1,919 $ 11,619 $ 10,329 $ 12,012 $ 12,179
Total assets............................. 13,010 67,618 83,727 252,733 306,356
Current liabilities...................... 860 13,027 3,115 4,902 6,054
Long-term debt and capital leases, less
current portion........................ 21,912 34,618 25,331 45,094 87,095
Redeemable preferred stock............... - 27,406 89,265 - -
Total stockholders' (deficit) equity..... $(10,182) $(10,077) $(37,810) $198,420 $208,338
</Table>

- ---------------

(1) Acquisitions in 2001, 2000, 1999 and 1998 affect comparability among years.
See Note 2 in Notes to Consolidated Financial Statements.

(2) On June 15, 1998, we acquired, pursuant to an agreement of merger, all of
the outstanding common stock of Faircom Inc. for 3,700,000 shares of our
Series C convertible preferred stock. The acquisition was treated for
accounting purposes as the acquisition of Regent 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.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

INTRODUCTION

General

Our company was formed in November 1996 to acquire, own and operate
clusters of radio stations in mid-sized and small markets. The proceeds from our
January 2000 initial public offering ("IPO") and borrowings from our credit
facility have given us the ability to increase our size significantly over the
past two years. Upon completion of the transactions described in the "Recent
Transactions" section of this prospectus, we will own and operate 61 radio
stations in 12 markets. During 2001, we acquired 17 radio stations in two new
markets and two of our existing markets and disposed of three radio stations in
one market. We also disposed of one station during the first quarter of 2002. We
have agreements to purchase four additional radio stations in two of our
existing markets. We began providing programming services to two of those radio
stations in December 2001, and to the other two radio stations in January 2002.

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 a station's ability to attract audiences in the
demographic groups targeted by its advertisers, as measured principally by
periodic Arbitron Radio Market Reports. In 2001, our radio stations derived
approximately 85% 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.

The financial results of our business are seasonal. 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.

Excluding gains on the sale or exchange of radio stations, we have
historically generated net losses, primarily as a result of significant non-cash
charges for depreciation and amortization relating to the acquisitions of radio
stations and interest charges on outstanding debt. Prior to July 1, 2001, we
historically amortized on a straight-line method the FCC licenses and goodwill
attributable to substantially all of our radio station acquisitions over a 15-
to 40-year period. During 2001, the Financial Accounting Standards Board issued
new guidance on purchase accounting and the amortization of intangible assets,
which will significantly reduce the amount of non-cash amortization charges we
recognize in our financial statements beginning in 2002. Further information
regarding this accounting change is described below under "Effect of Recently
Issued Accounting Pronouncements." Based upon the large number of acquisitions
we consummated within the last two years, we anticipate that depreciation
charges will continue to be significant for several years. To the extent that we
complete additional acquisitions, our interest expense and depreciation charges
related to property and equipment and other intangible assets are likely to
increase.

The performance of a radio station group, such as ours, is customarily
measured by its ability to generate broadcast cash flow. The term "broadcast
cash flow" means operating income (loss) before depreciation and amortization
and corporate general and administrative expenses. 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 (loss), net income (loss), net cash
provided by (used in) operating activities or any other measure for determining
our operating performance or liquidity that is calculated in accordance with
generally accepted accounting principles.

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.

September 11, 2001

The effects of the September 11, 2001 terrorist activities had a
significant impact on our business during the second half of 2001. At the time
of the attacks, we decided the public interest would be best served by the
presentation of continuous, commercial-free coverage of the unfolding events on
our stations. The resulting loss of revenue, plus the economic uncertainty
fueled by the attacks, on top of an already sluggish economy, resulted in
reduced earnings during the third and fourth quarters of the year. We were able
to recover some of the lost revenues by rescheduling missed spots to later
dates. However some of the advertising spots were time sensitive, causing the
revenue to be permanently lost. Additionally, revenues were affected as some
advertisers' marketing budgets were reduced due to the effect of the terrorist
attacks upon their own revenues, and in some cases, advertisers made significant
contributions to the September 11 relief funds, further reducing their available
advertising dollars. While we do not expect to experience any further impact
upon our revenues from the September 11, 2001 attacks, we cannot predict the
effect upon our business of future terrorist attacks or the war on terrorism.

Effect of Recently Issued Accounting Pronouncements

In August 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets" ("SFAS 144"). SFAS 144 addresses
the financial accounting and reporting for the impairment or disposal of long-
lived assets, including the disposal of a segment of a business. SFAS 144
requires that long-lived assets be reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount of an asset may not
be recoverable.

Recoverability of assets to be held and used is measured by a comparison
of the carrying amount of an asset to future net cash flows expected to be
generated by the asset. If the carrying amount of an asset exceeds its estimated
future cash flows, an impairment charge is recognized by the amount by which the
carrying amount of the asset exceeds the fair value of the asset. SFAS 144
requires companies to separately report discontinued operations and extends that
reporting to a component of an entity that either has been disposed of (by sale,
abandonment, or in a distribution to owners) or is classified as held for sale.
Furthermore, future operating losses relating to discontinued operations can no
longer be recorded before they occur. Assets to be disposed of are reported at
the lower of the carrying amount or fair value, less costs to sell. We will
adopt SFAS 144 in the first quarter of 2002. We are in the process of assessing
the effects of this pronouncement, however, we do not believe that it will have
a material impact to the financial statements.

In June 2001, the FASB issued Statement of Financial Accounting
Standards No. 143, "Accounting for Asset Retirement Obligations" ("SFAS 143")
that addresses the recognition of asset retirement obligations. The objective of
SFAS 143 is to provide guidance for legal obligations associated with the
retirement of tangible long-lived assets. The statement is effective for fiscal
years beginning after June 15, 2002. We have not yet determined the impact, if
any, of adopting SFAS 143.

impairment testing of those assets. SFAS 142 became effective for us on January
1, 2002. We are currently evaluating the full impact that SFAS 142 will have on
our consolidated financial statements, however, the elimination of amortization
expense related to goodwill and FCC licenses will have a material impact on our
financial statements, beginning in the first quarter of 2002. Amortization
expense related to goodwill and indefinite lived intangibles was approximately
$10.5 million, $6.4 million and $2.0 million, respectively, for the years ended
December 31, 2001, 2000 and 1999. We are currently in the process of performing
the first of the required impairment tests of goodwill and indefinite lived
intangibles and have not yet determined what the effect of these tests will be
on our financial position or results of operations.

When amortization of our indefinite lived assets ceased on January 1,
2002, due to the adoption of SFAS 142, the reversal of deferred tax liabilities
relating to those intangible assets was no longer assured within the Company's
net operating loss carryforward period. However, the Company's current business
strategy is expected to generate sufficient taxable gain in the future to
realize all of our deferred tax assets. As such, no deferred tax valuation
allowance relating to our deferred tax assets was considered necessary with the
adoption of SFAS 142.

CRITICAL ACCOUNTING POLICIES

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

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

Allowance for Doubtful Accounts

We maintain an allowance for doubtful accounts for estimated losses
resulting from the inability of our customers to make required payments. Based
on historical information, we believe that our allowance is adequate. However,
changes in general economic, business and market conditions could affect the
ability of our customers to make their required payments; therefore, the
allowance for doubtful accounts is reviewed monthly and changes to the allowance
are updated as new information is received.

Deferred Tax Assets

At December 31, 2001, we had a deferred tax asset of approximately $10.8
million, the primary component of which is our net operating loss carryforwards.
We believe that at December 31, 2001, these carryforwards are fully realizable
due to the existence of certain deferred tax liabilities, primarily related to
broadcast licenses and goodwill, that under current accounting guidance, would
be expected to reverse during the carryforward period, as well as a tax planning
strategy that is available to us. Accordingly, we have not recorded a valuation
allowance to reduce our deferred tax assets. The need to record a valuation
allowance against our deferred tax assets is reviewed quarterly, and if we were
to determine that we would be unable to realize all or a portion of the deferred
tax assets in the future, an adjustment to the deferred tax assets would be
recorded as expense in the period such determination was made. If our provisions
for current or deferred taxes are not adequate, or if laws change unfavorably,
we could experience losses in excess of the current or deferred income tax
provisions we have established. For discussion regarding the pending adoption of
SFAS 142, see "Effect of Recently Issued Accounting Pronouncements."

Long-Lived Assets

We have a significant amount of long-lived assets, such as property,
equipment, goodwill, FCC licenses and other intangible assets recorded on our
balance sheet. Long-lived assets are reviewed for impairment whenever events or
changes in circumstances indicate the carrying amount of the asset may not be
recoverable. We determine the recoverability of our long-lived assets by
comparing the carrying amount of the asset to the estimated undiscounted future
net cash flows expected to be generated by the asset. Numerous factors could
impact the future cash flows expected to be generated by an asset, including
changing listenership patterns, increased competition in the market and future
industry trends. If we were to determine a permanent impairment had occurred, a
charge would be made against income in the period such determination was made.

RESULTS OF OPERATIONS

Following is a discussion of the key factors that have affected our
business over the last three years. This commentary should be read in
conjunction with our consolidated financial statements and the related footnotes
included in this prospectus.

2001 Compared to 2000

In 2001 compared to 2000, we experienced increases in net broadcast
revenues and station operating expenses, due primarily to our year 2001
acquisition of radio stations in Peoria, Illinois and full year results for our
year 2000 acquisitions in Albany, New York and Grand Rapids, Michigan. These
increases were partially offset by decreases in the same categories due to the
disposition in 2001 of our Palmdale, California radio stations and our year 2000
dispositions of our Flagstaff, Arizona; Mansfield, Ohio; and Victorville,
California markets. Accordingly, the results of our operations in 2001 are not
comparable to those of the prior period, nor are they necessarily indicative of
results in the future. Additionally, our 2001 results were impacted by the
events of September 11, 2001, and we cannot predict the effect on our
operations, if any, of any future terrorist attacks.

Net Broadcast Revenues, Station Operating Expenses, and Broadcast Cash
Flow. Net broadcast revenues, station operating expenses and broadcast cash
flow in 2001 increased 21.9%, 27.7% and 9.2%, respectively, over that of the
2000 period. While acquisitions have affected the comparability of our 2001
operating results to those of 2000, we believe meaningful quarter-to-quarter
comparisons can be made for results of operations for those markets in which we
have been operating for five full quarters, exclusive of any markets disposed of
during those years. These comparable results between 2001 and 2000 are listed in
the table below by quarter, excluding the effect of barter transactions (dollars
in thousands).

<Table>
<Caption>
BROADCAST NUMBER OF NUMBER OF
NET REVENUE CASH FLOW MARKETS STATIONS
----------- --------- --------- ---------

First Quarter 2001.................... $ 3,489 $ 777 5 19
First Quarter 2000.................... $ 3,198 $ 656
% change........................... 9.1% 18.4%
Second Quarter 2001................... $ 8,003 $ 2,560 8 31
Second Quarter 2000................... $ 7,611 $ 2,840
% change........................... 5.2% (9.8)%
Third Quarter 2001.................... $ 7,511 $ 2,082 8 34
Third Quarter 2000.................... $ 7,498 $ 2,583
% change........................... 0.2% (19.4)%
Fourth Quarter 2001................... $ 11,528 $ 3,663 10 44
Fourth Quarter 2000................... $ 12,621 $ 4,496
% change........................... (8.7)% (18.5)%
</Table>

During the second quarter of 2001, same station broadcast cash flow
decreased compared to the same period of 2000. The primary reason behind this
decrease was increased operating expense, primarily in the area of promotional
spending. We believe that investment spending to promote our stations will
provide positive long-term revenue growth in our markets. To a lesser extent,
higher medical care costs and the new 401(k) match contribution increased
operating expenses also. During the third and fourth quarters of 2001, the
impacts of the September 11, 2001 terrorist attacks and the poor economy were
clearly seen on same station revenue, compared to 2000.

Corporate Expenses. Corporate general and administrative expenses
increased from approximately $4.5 million in 2000 to approximately $4.9 million
in 2001. Beginning in the second quarter of 2000, we began increasing the size
of our infrastructure to meet the demands of supporting a public company whose
stock is listed on a national stock market. We believe our corporate structure
is now adequate to meet the requirements of a public company, but future
acquisitions could result in further expansion of our corporate infrastructure.

Depreciation and Amortization. Depreciation and amortization expense
increased by approximately 56.2% from 2000. This is due to a combination of a
full year of depreciation and amortization expense for acquisitions that
occurred at various times throughout the 2000 year, plus depreciation expense on
approximately $5.3 million of depreciable property and equipment additions
attributable to station acquisitions in 2001, and to a lesser extent,
depreciation on approximately $3.2 million of capital expenditures during 2001.

Interest Expense. Interest expense decreased by approximately 22.5% in
2001 compared to 2000. After removing the effect of approximately $1.5 million
of the 2000 interest expense, which was the result of the mark to fair market
value of our warrant liability, interest expense increased approximately 20.3%.
The increase is due to an average debt level of approximately $47.5 million
during 2001 compared to approximately $16.5 million in 2000. Average debt levels
were lower in 2000 as we had paid down all our debt with proceeds from the IPO
in January 2000 and subsequently did not incur any borrowings under our new
credit facility until August 2000. The increase in interest expense was
mitigated somewhat by significant decreases in interest rates during 2001. The
weighted average interest rates were approximately 3.37% and 8.05% at December
31, 2001 and 2000, respectively.

Gain on the Sale of Radio Stations. On June 1, 2001, we completed the
sale of our three stations in Palmdale, California to Concord Media Group, Inc.
We recognized a pre-tax gain of approximately $4.4 million on this transaction,
which is reflected in the Consolidated Statements of Operations for the year
ended December 31, 2001. On August 24, 2000, we completed an exchange agreement
entered into with Clear Channel Broadcasting, Inc., Capstar Radio Operating
Company and their affiliates, in which we exchanged our eight stations serving
the Mansfield, Ohio (2 FM/1 AM) and Victorville, California (3 FM/2 AM) markets
plus approximately $80.5 million in cash for ten stations serving the Grand
Rapids, Michigan (3 FM/1 AM) and Albany, New York (4 FM/2 AM) markets. As a
result of this transaction, we recognized a pre-tax gain on the exchange of
approximately $17.8 million, which is reflected in the Consolidated Statements
of Operations for the year ended December 31, 2000.

Income Tax Benefit. We recorded an income tax benefit of $665,000 in
2001. This tax benefit represents a 34% federal rate offset by state income
taxes and the amortization of intangibles in excess of the amounts that are
deductible for tax purposes. We have cumulative federal and state tax loss
carryforwards of approximately $40.0 million at December 31, 2001. These loss
carryforwards will expire in years 2002 through 2021. The utilization of a
portion of these net operating loss carryforwards for federal income tax
purposes is limited pursuant to the annual utilization limitations provided
under the provisions of Internal Revenue Code Section 382. In arriving at the
determination as to the amount of the valuation allowance required for the years
ended December 31, 2001 and 2000, we considered the impact of deferred tax
liabilities resulting from purchase transactions, statutory restrictions on the
use of operating losses, and a tax planning strategy available to us.
Consequently, we determined that no valuation allowance was required at December
31, 2001 and 2000. During 2000, we released the entire valuation allowance (see
2000 compared to 1999). As a result of these events, no income tax expense was
recorded in 2000.

Extraordinary Loss. On January 28, 2000, we paid off the outstanding
debt from our old credit facility, accrued interest and related fees totaling
approximately $25.1 million using proceeds from our IPO. This final paydown
resulted in an extraordinary loss of approximately $1.1 million, net of income
tax, from the write-off of deferred financing costs.

2000 Compared to 1999

Net Broadcast Revenues, Station Operating Expenses, and Broadcast Cash
Flow. In 2000 compared to 1999, we experienced substantial increases in net
broadcast revenues, station operating expenses, depreciation and amortization,
corporate general and administrative expenses, and interest expense, due
primarily to our year 2000 acquisitions of radio stations in El Paso, Texas;
Utica-Rome, Watertown and Albany, New York; Grand Rapids, Michigan; and Chico,
California; as well as a time brokerage arrangement in St. Cloud, Minnesota.
Accordingly, the results of our operations in 2000 are not comparable to those
of the prior period, nor are they necessarily indicative of results in the
future. Net broadcast revenues, operating expenses and broadcast cash flow in
2000 increased 84.9%, 64.7% and 152.0%, respectively, over that of the 1999
period.

Corporate Expenses. Corporate general and administrative expenses
increased from $2.8 million in 1999 to $4.5 million in 2000, reflecting the
increased infrastructure required to support a public company whose stock is
listed on a national stock market. Corporate personnel increased by
approximately 50% from 1999 to 2000. Additionally, we moved into new corporate
facilities in the third quarter of 2000 to accommodate the new infrastructure.

Depreciation and Amortization. Due to purchase price allocations of
$11.1 million of property and equipment, in addition to $176.2 million of
intangible assets from acquisitions in 2000, depreciation and amortization
expense increased by approximately 155% compared to 1999 from $3.4 million in
1999 to $8.6 million in 2000. Additionally, for properties acquired in 2000,
intangibles were amortized over 20 years rather than 40 years for properties
acquired in 1999 and prior years.

Interest Expense. Interest expense decreased by approximately 19% in
2000 compared to 1999 as average debt levels in 2000 were approximately $16.5
million, compared to average debt levels of $39.2 million in 1999. Average debt
levels were lower in 2000, as we paid down all our debt with proceeds from the
IPO in January 2000, and subsequently did not incur any borrowings until August
2000, when we borrowed $44.0 million under our credit facility. The interest
expense savings on the lower debt levels in 2000 were partially offset by
increased commitment fees on the unborrowed capacity of our new credit facility.

Gain on the Sale of Radio Stations. On August 24, 2000, we completed an
exchange agreement entered into with Clear Channel Broadcasting, Inc., Capstar
Radio Operating Company and their affiliates, in which we exchanged our eight
stations serving the Mansfield, Ohio (2 FM/1 AM) and Victorville, California (3
FM/2 AM) markets plus approximately $80.5 million in cash for ten stations
serving the Grand Rapids, Michigan (3 FM/1 AM) and Albany, New York (4 FM/2 AM)
markets. As a result of this transaction, we recognized a gain on the exchange
of approximately $17.8 million which is reflected in the Consolidated Statements
of Operations for the year ended December 31, 2000.

Income Tax Expense. In 2000, we recognized a gain of approximately
$17.8 million on the asset exchange from the Clear Channel transaction. For tax
purposes this transaction was treated as a like-kind exchange resulting in a
deferred tax liability pursuant to the provisions of Internal Revenue Code
Section 1031, of approximately $6.3 million. In arriving at the determination as
to the amount of the valuation allowance required for the 2000 year, we
considered the impact of deferred tax liabilities resulting from purchase
transactions, statutory restrictions on the use of operating losses, and a tax
planning strategy available to us. Consequently, we determined that no valuation
allowance was required for 2000 and released the full valuation allowance. As a
result of these events, no income tax expense was recorded in 2000. In 1999, we
established a valuation allowance against our deferred tax assets following an
assessment of the realizability of such amounts and consequently did not record
any income tax credit on the $6.3 million recorded pretax loss.

LIQUIDITY AND CAPITAL RESOURCES

Our cash and cash equivalents balance at December 31, 2001 was
approximately $1.8 million compared to approximately $778,000 at December 31,
2000. Net cash provided by operating activities was approximately $8.4 million
in 2001 compared to approximately $3.1 million in 2000. The increase was due
primarily to the operating activities of radio stations acquired in 2001 and in
the latter part of 2000. Cash flow used in investing activities decreased to
approximately $53.2 million in 2001 compared to approximately $148.7 million
used in 2000. The decrease is due primarily to fewer acquisitions of radio
stations in 2001 compared to 2000, and due to higher proceeds from the
disposition of radio stations in 2001. Cash flows provided by financing
activities decreased to approximately $45.8 million in 2001 compared to
approximately $142.9 million in 2000. During 2001, cash provided by financing
activities was the result of debt issued in connection with our 2001
acquisitions and a private placement of securities during the fourth quarter.
Cash provided by financing activities in 2000 was primarily the result of net
proceeds received from our IPO in January 2000 and borrowings under our credit
facility, offset by related cash outflows of stock issuance costs and payments
related to the redemption of our preferred stock and associated dividends.
Additionally, our 2000 cash flows provided by financing activities was reduced
by treasury stock purchases made under our stock buyback program during the
year.

SOURCES OF FUNDS

In 2001, our sources of cash totaled approximately $86.1 million and
were derived from a combination of borrowings under our credit facility; net
proceeds from the sale of our stations in Palmdale, California; cash provided
from operating activities, and net proceeds from the issuance of common stock in
a private placement offering.

On January 27, 2000, we entered into a new credit facility, which is a
$125.0 million senior secured seven-year reducing revolving facility, that also
provided for an additional $50.0 million on substantially the same terms, to
fund future acquisitions, subject to terms and conditions of the credit
agreement. This additional $50.0 million borrowing capability expired unused on
January 27, 2002. This credit facility permits the borrowing of available credit
for working capital requirements and general corporate purposes, including
transaction fees and expenses, and to fund pending and permitted future
acquisitions. The credit facility also permits us to request from time to time
that the lenders issue letters of credit in an amount up to $25.0 million in
accordance with the same lending provisions. The commitment, and our maximum
borrowings, will reduce over five years beginning in 2002 as follows (in
thousands):

<Table>
<Caption>
DECEMBER 31, COMMITMENT AMOUNT
- ------------ -----------------

2001 $125,000
2002 106,250
2003 87,500
2004 62,500
2005 37,500
2006 -
</Table>

The $25.0 million letter of credit sub-limit also reduces
proportionately but not below $15.0 million. Mandatory prepayments and
commitment reductions are also required from certain asset sales, subordinated
debt proceeds, excess cash flow amounts and sales of equity securities.

Under the credit facility, we are 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. During
2002, we believe that the financial leverage ratio covenant will be the most
difficult to satisfy due to the inclusion of the results of operations for the
third and fourth quarters of 2001 in such calculation. These results were
severely negatively impacted by the September 11, 2001 attacks. Although our
continued compliance with these financial covenants is subject to future
operating results that we cannot predict with certainty, we have the ability to
implement certain strategies to increase cash flow provided by operations or
reduce cash flow used in investing and financing activities, if needed, to help
mitigate this risk. Accordingly, Regent expects that it will meet all of the
credit facility covenants during 2002, although there can be no assurances in
this regard. Borrowings under our credit facility bear interest at a rate equal
to, at our option, either (a) the higher of the rate announced or published
publicly from time to time by the agent as its corporate base 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 which varies between 1.25% and 2.75%
depending upon our financial leverage. Borrowings under the credit facility bore
interest at an average rate of 3.37% as of December 31, 2001. We are 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 credit
facility is collateralized by liens on substantially all of our assets and by a
pledge of our operating and license subsidiaries' stock and is guaranteed by
these subsidiaries. As of March 31, 2002, we had borrowings under this facility
of approximately $82.6 million.

On June 1, 2001, we completed the sale of our Palmdale, California radio
stations to Concord Media Group, Inc. and received net proceeds of approximately
$13.4 million. These proceeds were used to reduce outstanding borrowings on the
credit facility.

On November 26, 2001, we completed a private placement offering of
900,000 shares of our common stock at $5.75 per share (See Note 5 in Notes to
Consolidated Financial Statements). 200,000 of these shares, sold to a venture
capital fund related to one of our independent directors, and the associated
cash proceeds, were held in escrow until February 2002, pending confirmation
from Nasdaq that stockholder approval would not be required for such sale. The
proceeds from the private placement were used to partially fund the acquisition
of our radio stations in Lafayette, Louisiana.

On March 12, 2002, we completed the disposition of substantially all the
operating assets of WGNA-AM, serving the Albany, New York market, for $2.0
million in cash to ABC, Inc. On February 15, 2002, ABC, Inc. began providing
programming and other services to the station under a time brokerage agreement.
We anticipate recognizing a gain on the sale of approximately $0.5 million. The
proceeds from the sale of the station will be used to pay down borrowings under
our credit facility.

USES OF FUNDS

In 2001, we utilized our sources of cash primarily to acquire radio
stations totaling approximately $63.0 million, to pay escrow payments for
pending acquisitions of $440,000, and to repay approximately $18.5 million of
borrowings under our credit facility. Additionally in 2001, we funded capital
expenditures of approximately $3.2 million to upgrade our equipment and
facilities, primarily at stations recently acquired, in order to remain
competitive and to create cost savings over the long term. We expect capital
expenditures to be approximately $4.0 million in 2002 due primarily to scheduled
expenditures at the radio stations we acquired in 2001 and the correlating
increase in the size of our infrastructure.

PENDING SOURCES AND USES OF FUNDS

On July 27, 2001, we entered into an agreement, as amended, to acquire,
by merger with The Frankenmuth Radio Co., Inc., WZRZ-FM serving the Flint,
Michigan market for approximately $2.0 million, consisting of approximately $0.6
million in cash and 208,905 shares of our common stock, valued at approximately
$1.4 million. We made an escrow deposit in 2001 in the amount of $125,000 to
secure our obligations under this agreement. The FCC has approved the assignment
of the station licenses, and we anticipate closing this acquisition in 2003. On
January 1, 2002 we began providing programming and other

services to the station under a time brokerage agreement. We anticipate using
borrowings from our credit facility to fund the cash portion of this
acquisition.

Also on July 27, 2001, we entered into an agreement, as amended, to
purchase the outstanding stock of Haith Broadcasting Corporation, owner of
WFGR-FM serving the Grand Rapids, Michigan market for approximately $3.9 million
in cash. We have made an escrow deposit in the amount of $250,000 to secure our
obligations under this agreement. In conjunction with the above stock purchase,
on February 4, 2002, we purchased the option to buy WFGR-FM from Connoisseur
Communications of Flint, L.L.P. for approximately $1.1 million, paid by the
issuance of 174,917 shares of our common stock. The FCC has approved the
assignment of the station licenses of WFGR-FM, and we anticipate closing this
acquisition in 2003. On January 1, 2002, we began providing programming and
other services to the station under a time brokerage agreement. We anticipate
using borrowings from our credit facility to fund the cash portion of this
acquisition.

On November 15, 2001, we entered into an agreement with Covenant
Communications Corporation to acquire substantially all of the assets of WRXF-FM
and WLSP-AM, serving the Flint, Michigan market, for approximately $1.3 million
in cash. We placed in escrow $65,000 to secure our obligations under the
agreement. Applications seeking approval from the FCC for the assignment of the
station licenses were filed in November 2001, and are currently pending. On
December 3, 2001, we began providing programming and other services to the
stations under a time brokerage agreement. We anticipate using borrowings from
our credit facility to fund this acquisition.

We believe the net proceeds of this offering together with cash
generated from operations, available borrowings under our credit facility,
and/or various other sources of funds that may be available to us, will be
sufficient to complete our pending acquisitions and to meet our requirements for
corporate expenses and capital expenditures for the foreseeable future, based on
our projected operations and indebtedness. We intend to use the net proceeds
from this offering to repay a substantial portion of our outstanding
indebtedness under our bank credit facility in order to create credit
availability for our pending and future acquisitions, and for general corporate
purposes.

We have no off-balance sheet financing arrangements with related or
unrelated parties, and no unconsolidated subsidiaries. Contractual obligations
related to our credit facility and other long-term debt, capital leases and
operating leases are summarized below (in thousands). Under the terms of our
credit facility, our maximum borrowings will reduce over five years, beginning
in 2002. Based upon our outstanding borrowings at December 31, 2001, the
payments detailed below under Long-term Debt would be required to maintain
compliance with our credit facility.

<Table>
<Caption>
PAYMENTS DUE BY PERIOD
----------------------------------------------------------
ONE YEAR TWO TO FOUR TO
CONTRACTUAL OBLIGATION TOTAL OR LESS THREE YEARS FIVE YEARS THEREAFTER
- ---------------------- ------- -------- ----------- ---------- ----------

Long-term Debt.................... $87,079 $ 60 $24,189 $62,830 $ --
Capital Leases.................... 124 48 70 6 --
Operating Leases.................. 10,544 1,221 2,080 1,766 5,477
------- ------ ------- ------- ------
Total Contractual Cash
Obligations..................... $97,747 $1,329 $26,339 $64,602 $5,477
======= ====== ======= ======= ======
</Table>

MARKET RISK

We are exposed to the impact of interest rate changes as borrowings
under our credit facility bear interest at variable interest rates. It is our
policy to enter into interest rate transactions only to the extent considered
necessary to meet our objectives. As of December 31, 2001, we have not employed
any financial instruments to manage our interest rate exposure. Based on our
exposure to variable rate borrowings at December 31, 2001, a one percent change
in the weighted average interest rate would change our annual interest expense
by approximately $866,000.

BUSINESS

GENERAL

We are a radio broadcasting company focused on acquiring, developing and
operating radio stations in mid-sized and small markets. Upon completion of the
transactions described in the "Recent Transactions" section of this prospectus,
we will own and operate 44 FM and 17 AM radio stations in 12 markets in
California, Illinois, Louisiana, Michigan, Minnesota, New York, Pennsylvania and
Texas. We have entered into written agreements to acquire four stations in two
of our existing markets (Flint and Grand Rapids, Michigan) and currently provide
programming and certain other services to these stations pending completion of
their purchase. Our assembled clusters of radio stations rank first or second in
terms of revenue share in all of our markets except Albany, where our cluster
ranks third.

Our primary strategy is to secure and maintain a leadership position in
the markets we serve and to expand into additional mid-sized and small markets
where we can achieve a leadership position. After we enter a market, we seek to
acquire stations that, when integrated with our existing operations, will allow
us to reach a wider range of demographic groups that appeal to advertisers,
increase revenues 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 mid-sized and small markets represent attractive operating environments
because they are generally characterized by the following:

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

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

- a weaker competitive environment characterized by small independent
operators, many of whom lack the capital to produce locally-originated
programming 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 of mid-sized and small
markets, 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.

ACQUISITION STRATEGY

Our acquisition strategy is to expand within our existing markets and to
enter into new mid-sized and small 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 $7.0 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 mid-sized and small
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 and do not fit within our existing acquisition strategy.

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

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

- greater revenue and 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 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
time brokerage 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

strengthens 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.

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.

STATION PORTFOLIO

If all of our pending acquisition transactions described in the "Recent
Transactions" section of this prospectus are completed, we will own 44 FM and 17
AM radio stations in 12 mid-sized and small markets.

The following table sets forth information about the stations that we own and
expect to own after giving effect to our pending transactions.

As you review the information in the following table, 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. We
obtained all MSA rank information and market revenue information for
all of our markets from Investing in Radio 2002 Market Report (1st
ed.) published by BIA Publications, Inc.

- 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 certain conditions, including governmental
approvals. Although we believe these conditions are customary for
transactions of this type, we cannot assure you 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.

- We obtained the Station Cluster Rank information from the Hungerford
Aldrin Nichols & Carter and Miller, Kaplan, Arase & Co. reports and
the Investing in Radio 2002 Market Report (1st ed.) published by BIA
Publications, Inc. Station Cluster Rank by Market Revenue Share in the
table is the ranking, by radio cluster market revenue, of each of our
radio clusters in its market among all other radio clusters in that
market.

- We obtained all audience share information from the Fall 2001 Radio
Market Report published by The Arbitron Company. We derived station
cluster audience share based on persons ages 12 and over, listening
Monday through Sunday, 6:00 a.m. to 12 midnight.

<Table>
<Caption>
STATION
RADIO MARKET/ CLUSTER RANK STATION CLUSTER STATION PRIMARY
STATION CALL IN MARKET MSA 12+ AUDIENCE PROGRAMMING DEMOGRAPHIC
LETTERS REVENUE SHARE RANK SHARE FORMAT TARGET
------------- ------------- ---- --------------- ------------ -----------

Lafayette, LA 1 98 27.4
KPEL(FM) Talk A 35+
KTDY(FM) Adult W 25-54
Contemporary
KRKA(FM) Classic Rock M 25-54
KFTE(FM) Alternative A 18-34
KMDL(FM) Country A 25-54
KPEL(AM) Talk M 35+
KROF(AM) Sports A 35+
Utica-Rome, NY 1 156 36.7
WODZ(FM) Oldies A 35-54
WLZW(FM) Adult W 25-54
Contemporary
WFRG(FM) Country A 25-54
WRUN(AM) Sports M 35+
WIBX(AM) News/Talk A 35+
Chico, CA 1 199 14.9
KFMF(FM) Rock M 18-49
KALF(FM)(1) Country A 25-54
KQPT(FM) Alternative A 18-34
KZAP(FM) Adult W 25-54
Contemporary
</Table>

St. Cloud, MN 1 220 24.5
KMXK(FM) Adult W 25-54
Contemporary
WWJO(FM) Country A 25-54
WJON(AM) News/Talk A 35+
KLZZ(FM) Classic Rock M 25-54
KKSR(FM) Dance CHR A 18-34
KXSS(AM) Adult A 35-64
Standards
Redding, CA 1 227 40.0
KSHA(FM) Soft Adult W 25-54
Contemporary
KNNN(FM) Current Hit A 18-34
Radio
KRDG(FM) Oldies A 35-54
KRRX(FM) Rock M 18-49
KNRO(AM) ESPN M 35+
KQMS(AM) News/Talk/ A 35+
KALF(FM)(1) Country A 25-54
Sports
Watertown, NY 1 267 44.7
WCIZ(FM) Classic Hits A 25-54
WFRY(FM) Country A 25-54
WTNY(AM) Talk A 35+
WNER(AM) ESPN M 35+
Grand Rapids, MI 2 66 15.6
WLHT(FM) Adult W 25-54
Contemporary
WGRD(FM) New Rock M 18-49
WTRV(FM) Soft Adult W 35+
Contemporary
WNWZ(AM) Talk A 35+
WFGR(FM)* Classical A 35+
El Paso, TX 2 77 16.1
KSII(FM) Hot Adult W 25-54
Contemporary
KLAQ(FM) Rock M 18-49
KROD(AM) News/Talk A 35+
Flint, MI 2 124 16.7
WCRZ(FM) Adult W 25-54
Contemporary
WWBN(FM) Rock M 18-49
WFNT(AM) Nostalgia A 35+
WZRZ(FM)* Rhythmic CHR A 18-34
WRXF (FM)* Classic Hits A 25-54
WLSP (AM)* Variety A 35+
</Table>

Peoria, IL 2 142 20.8
WVEL(AM) Gospel A 35+
WGLO(FM) Classic Rock M 25-54
WIXO(FM) Alternative A 18-34
WRVP(FM) CHR A 18-34
Contemporary
WPPY(FM) CHR A 18-34
Contemporary
WFYR(FM) Country A 25-54
Erie, PA 2 161 33.8
WXKC(FM) Adult W 25-54
Contemporary
WXTA(FM) Country A 25-54
WRIE(AM) Nostalgia A 35+
WQHZ(FM) Classic Hits A 25-54
Albany, NY 3 61 18.0
WQBJ(FM) Rock M 18-49
WQBK(FM) Rock M 18-49
WABT(FM) 80's A 25-54
WGNA(FM) Country A 25-54
WTMM(AM) Sports M 35+
</Table>

- ---------------

(1) KALF(FM) operates out of the Chico, California market and captures audience
share in the Redding, California market.

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 2001,
approximately 85% 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. The major categories of our advertisers include
telephone companies, retail merchants, 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 assist in
the production of commercials for the advertiser. In-house production combined
with effectively designed advertising establishes a stronger relationship
between the advertiser and the station cluster. National sales are made by a
firm specializing in radio advertising sales on the national level in exchange
for a commission based on 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 following:

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

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

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

Rates are generally highest during morning and afternoon commuting
hours.

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 time
brokerage agreements or joint sales agreements may in certain circumstances have
lower operating costs and may be able to offer advertisers more attractive rates
and services.

Although the radio broadcasting industry is highly competitive, some
barriers to entry exist. The operation of a radio broadcast station requires a
license from the FCC, and the number of radio stations that can operate in a
given market is limited by the availability of FM and AM radio frequencies
allotted by the FCC to communities in that market, as well as by the FCC's
multiple ownership rules regulating the number of stations that may be owned or
controlled by a single entity.

Our stations compete for advertising revenue with other stations and
with other media, including newspapers, broadcast television, cable television,
magazines, direct mail, coupons and outdoor advertising. 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 or direct broadcast satellite television systems, by satellite-delivered
digital audio radio service and by in-band digital audio broadcasting.
Satellite-delivered 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. XM Satellite Radio
launched its commercial service on September 25, 2001 and Sirius Satellite Radio
is

scheduled to launch in 2002. Furthermore, terrestrial in-band digital audio
broadcasting may deliver multi-channel, multi-format programming in the same
bands now used by AM and FM broadcasters. The delivery of information through
the Internet also could create a new form of competition. The FCC has adopted
rules creating a new low power radio service that will open up opportunities for
new "microbroadcasting" FM radio stations that would serve small, localized
areas.

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

EMPLOYEES

At March 31, 2002, we employed approximately 670 persons. Thirteen of
our employees in Watertown, New York are covered by a collective bargaining
agreement. None of our other employees are covered by collective bargaining
agreements. We consider our relations with our employees generally 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; Lafayette, Louisiana; Pekin (Peoria), Illinois; St. Cloud,
Minnesota; Whitesboro (Utica-Rome), New York; and Watertown, New York. We own
transmitter and antenna sites in Redding, California; Burton (Flint), Michigan;
St. Cloud, Rice, Stearns County and Graham Township (St. Cloud), Minnesota;
Whitestown, Deerfield and Kirkland (Utica-Rome), New York; Watertown and Rutland
(Watertown), New York; Peoria County and Woodford County (Peoria), Illinois;
Lafayette and Abbeville (Lafayette), Louisiana; El Paso, Texas; Albany, New
York; and Grand Rapids, Michigan. We expect to acquire additional real estate in
connection with our pending transactions. We lease our remaining studio and
office facilities, including corporate office space in Covington, Kentucky, and
our remaining transmitter and antenna sites. We do not anticipate any
difficulties in renewing any facility leases or in leasing alternative or
additional space, if required. We own substantially all of our other equipment,
consisting principally of transmitting antennae, towers, transmitters, studio
equipment and general office equipment.

Substantially all of our personal property and equipment serve as
collateral for our obligations under our existing credit facility.

LEGAL PROCEEDINGS

In December 2001, the Company and certain of its officers were named as
defendants in a class action lawsuit relating to Regent's initial public
offering in January 2000. The complaint is a related proceeding to the In Re
Initial Public Offering Securities Litigation brought by plaintiffs claiming to
have been damaged by actions of underwriters in initial public offerings. This
lawsuit is in its preliminary stages, its outcome is uncertain, and we have not
reserved against this litigation.

We currently and from time to time also are involved in other litigation
incidental to the conduct of our business. In our opinion, none of the lawsuits
or proceedings to which we are a party is likely to have a material adverse
effect on us.

FEDERAL REGULATION OF RADIO BROADCASTING

INTRODUCTION

Our ownership, operation, purchase and sale of radio stations is
regulated by the FCC, which acts under authority derived from the Communications
Act of 1934, as amended, which is referred to in this prospectus as the
Communications Act. Among other things, the FCC:

- assigns frequency bands for broadcasting;

- issues, renews, revokes and modifies station licenses;

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

- regulates equipment used by stations; and

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

The following is a brief summary of certain provisions of the
Communications Act and of specific FCC regulations and policies. Failure to
observe these or other rules and policies can result in the imposition of
various sanctions, including fines, the grant of abbreviated license renewal
terms or, for particularly egregious violations, the denial of a license renewal
application, the revocation of a license or the denial of FCC consent to acquire
additional radio stations.

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 we cannot assure you that all of our licenses will be
renewed.

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

The minimum and maximum facilities requirements for a 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, C0 and C. The FCC recently adopted a rule
that subjects Class C FM stations to involuntary downgrades to Class C0 if they
do not meet certain antenna height specifications.

The following table sets forth the market, call letters, FCC license
classification, antenna height above average terrain (HAAT), power and frequency
of each of the stations that are owned and operated by us or that are the
subject of a pending acquisition described in the "Recent Transactions" section
of this prospectus, and the date on which each station's FCC license expires.

<Table>
<Caption>
EXPIRATION
STATION CALL FCC HAAT IN POWER IN DATE OF FCC
MARKET LETTERS CLASS METERS KILOWATTS FREQUENCY LICENSES
- ------ ------------ ----- ------- ------------ --------- ---------------

Lafayette, LA KMDL(FM) C2 171 38.0 97.3 MHz 06/01/04
KRKA(FM) C1 263 97.0 107.9 MHz 06/01/04
KFTE(FM) C2 163 42.0 96.5 MHz 06/01/04
KTDY(FM) C 300 100.0 99.9 MHz 06/01/04
KPEL(FM) C3 89 25.0 105.1 MHz 06/01/04
KPEL(AM) B N/A 1.0 daytime 1420 kHz 06/01/04
.75 night
KROF(AM) D N/A 1.0 daytime 960 kHz 06/01/04
.095 night

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 5.0 daytime 1150 kHz 06/01/06
1.0 night

Chico, CA KFMF(FM) B1 344 2.0 93.9 MHz 12/01/05
KQPT(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

Redding, CA KRRX(FM) C 600 100.0 106.1 MHz 12/01/05
KNNN(FM) C2 465 1.6 99.3 MHz 12/01/05
KQMS(AM) C N/A 1.0 1400 kHz 12/01/05
KSHA(FM) C 475 28.0 104.3 MHz 12/01/05
KRDG(FM) C1 379 9.9 105.3 MHz 12/01/05
KNRO(AM) B N/A 10.0 daytime 1670 kHz 12/01/05
1.0 night

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
KKSR(FM) C2 138 50.0 96.7 MHz 04/01/05
KLZZ(FM) C3 126 9.0 103.7 MHz 04/01/05
KXSS(AM) B N/A 2.5 daytime 1390 kHz 04/01/05
1.0 night

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
WNER(AM) B N/A 3.5 daytime 1410 kHz 06/01/06
.04 night
</Table>

Grand Rapids, MI WLHT(FM) B 168 40.0 95.7 MHz 10/01/04
WGRD(FM) B 180 13.0 97.9 MHz 10/01/04
WTRV(FM) A 92 3.5 100.5 MHz 10/01/04
WNWZ(AM) B N/A 1.0 daytime 1410 kHz 10/01/04
.05 night
WFGR(FM)* A 150 2.75 98.7 MHz 10/01/04

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

Flint, MI WCRZ(FM) B 331 50.0 107.9 MHz 10/01/04
WWBN(FM) A 328 6.0 101.7 MHz 10/01/04
WFNT(AM) B N/A 5.0 daytime 1470 kHz 10/01/04
1.0 night
WZRZ(FM)* A 133 3.5 93.7 MHz 10/01/04
WRXF(FM)* A 91 3.0 103.1 MHz 10/01/04
WLSP(AM)* B N/A 5.0 1530 kHz 10/01/04

Peoria, IL WGLO(FM) B1 189 7.0 95.5 MHz 12/01/04
WPPY(FM) A 137 3.3 101.1 MHz 12/01/04
WRVP(FM) A 100 6.0 98.5 MHz 12/01/04
WVEL(AM) D N/A 5.0 daytime 1140 kHz 12/01/04
WFYR(FM) B1 103 23.5 97.3 MHz 12/01/04
WIXO(FM) A 178 1.5 99.9 MHz 12/01/04

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
WQHZ(FM)* A 187 1.7 102.3 MHz 08/01/06

Albany, NY WQBJ(FM) B 150 50.0 103.5 MHz 06/01/06
WQBK(FM) A 92 6.0 103.9 MHz 06/01/06
WABT(FM) A 107 5.0 104.5 MHz 06/01/06
WGNA(FM) B 300 12.5 107.7 MHz 06/01/06
WTMM(AM) B N/A 5.0 1300 khz 06/01/06
</Table>

- ---------------

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

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, as well as level of market concentration
that would result from the proposed transaction;

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

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

To obtain FCC consent to assign or transfer control of a broadcast
license, appropriate applications must be filed with the FCC. If the application
involves a "substantial change" in ownership or control, the application must be
placed on public notice for not less than 30 days during which time petitions to
deny or other objections against the application may be filed by interested
parties, including members of the public. Once the FCC grants an application,
interested parties may seek reconsideration of that grant for 30 days, after
which time the FCC may for another ten days reconsider the grant on its own
motion. 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, the Telecommunications Act of 1996 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 has, for several years, followed a practice of reviewing
proposed transactions based on the degree of concentration that would result
from such transactions in the market for radio advertising revenue. The FCC has
recently signaled that it may undertake a full-scale review of what, if any,
consideration should be given in its review of license transfer applications to
issues of market concentration. The outcome of such a review, and whether it
will be conducted, remains uncertain.

In addition to the limits on the number of radio stations that a single
owner may own in a particular geographic market, the FCC also has
cross-ownership rules which limit or prohibit radio station ownership by the
owner of television stations or a newspaper in the same market. The FCC has
revised its radio/television cross-ownership rule to allow for greater common
ownership of radio and television stations. The revised radio/television
cross-ownership rule permits 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 five radio stations, or, if the owner only has one
television station, an additional six radio stations; and

- in markets where ten media voices will remain, an owner may own an
additional three radio stations.

A "media voice" includes each independently-owned, full power television
and radio station and each newspaper, plus one voice for all cable television
systems operating in the market. 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 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% or more of the corporation's voting stock
are generally attributable. In addition, certain passive investors are
attributable if they hold 20% or more of the corporation's voting stock.

The FCC has adopted a rule, known as the equity-debt-plus 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 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% of the value of the station's total debt plus
equity. A major programming supplier includes any programming supplier that
provides more than 15% of the station's weekly programming hours. A same-market
owner includes any attributable owner of a media company, including broadcast
stations, cable television, and newspapers, located in the same market as the
station, but only if the owner is attributable under an FCC attribution rule
other than the equity-debt-plus rule. The attribution rules limit the number of
radio stations we may acquire or own in any market and may also limit the
ability of certain potential buyers of stations owned by us from being able to
purchase some or all of the stations which they might otherwise wish to purchase
from us.

ALIEN OWNERSHIP RULES

The Communications Act prohibits the issuance or holding of broadcast
licenses by aliens, including any corporation if more than 20% 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% of the
capital stock is owned of record or voted by aliens, if the FCC finds that the
prohibition is in the public interest. These restrictions apply in similar
fashion to other forms of businesses and organizations, including partnerships
and limited liability companies. 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.

TIME BROKERAGE

Over the past few years, a number of radio stations have entered into
what have commonly been referred to as time brokerage agreements or local
marketing agreements. While these agreements may take varying forms, under a
typical time brokerage agreement, separately owned and licensed radio stations
agree to enter into cooperative arrangements of varying sorts, subject to
compliance with the requirements of antitrust laws and with the FCC's rules and
policies. Under these arrangements, separately-owned stations could agree to
function cooperatively in programming, advertising sales and similar matters,
subject to the requirement that the licensee of each station maintain
independent control over the programming and operations of its own station. One
typical type of time brokerage agreement is a programming agreement between two
separately-owned radio stations serving a common service area, whereby the
licensee of one station provides substantial portions of the broadcast
programming for airing on the other licensee's station, subject to ultimate
editorial and other controls being exercised by the latter licensee, and sells
advertising time during those program segments.

The FCC's rules provide that a radio station that brokers more than 15%
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 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 radio
station from duplicating more than 25% of its programming on another station in
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, although listener complaints may be filed and
considered at any time and must be maintained in the station's public file.

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, the advertisement of casinos and
lotteries, sponsorship identification and technical operations, including limits
on radio frequency radiation.

The FCC has adopted rules prohibiting employment discrimination by
broadcast stations on the basis of race, religion, color, national origin, and
gender; and requiring broadcasters to implement programs to promote equal
employment opportunities ("EEO") at their stations. The rules generally require
broadcast stations to disseminate information about job openings widely so that
all qualified applicants, including minorities and women, have an adequate
opportunity to compete for the job. Broadcasters may fulfill this requirement by
sending the station's job vacancy information to organizations that request it,
participating in community outreach programs or designing an alternative
recruitment program. These rules were suspended at the beginning of 2001 in
response to a January 16, 2001 decision of the Court of Appeals for the District
of Columbia that vacated the rules. On December 13, 2001, the FCC sought
comments on the new proposed EEO rules. The proposed rules require broadcasters
to widely disseminate information about job openings to all segments of the
community to ensure that all qualified applicants have sufficient opportunity to
apply for the job. The proposed rules require sending job vacancy announcements
to recruitment organizations and selecting from a menu of non-vacancy specific
outreach approaches such as job fairs, internship programs, and interaction with
educational and community groups. Also, broadcasters must file an annual EEO
report with the FCC detailing their outreach efforts. Broadcasters with ten or
more full-time employees must file a statement with the FCC certifying
compliance with the EEO rules in the fourth year of the license term.
Broadcasters also must file employment information with the FCC annually for
statistical purposes. Until the FCC has issued final rules, the impact of the
pending EEO rules are unclear.

The FCC recently issued a decision holding that a broadcast station may
not deny a candidate for federal political office a request for broadcast
advertising time solely on the grounds that the amount of time requested is not
the standard length of time which the station offers to its commercial
advertisers. This decision is currently being reconsidered by the FCC. The
effect that this FCC decision will have on our programming and commercial
advertising is uncertain.

Periodically, we may be required to obtain special temporary authority
from the FCC to operate the one or more of the stations in a manner different
from the licensed parameters so that we can complete scheduled construction or
maintenance or so that we may repair damaged or broken equipment without
interrupting service.

PROPOSED AND RECENT CHANGES

Congress and the FCC may in the future consider and adopt, new laws,
regulations and policies regarding a wide variety of matters that could,
directly or indirectly, affect the operation, ownership and

profitability of our radio stations, result in the loss of audience share and
advertising revenue for our radio stations, and affect our ability to acquire
additional radio stations or finance such acquisitions. Such matters include:

- proposals to impose spectrum use or other fees on FCC licensees;

- technical and frequency allocation matters;

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

- changes in the FCC's attribution and multiple ownership policies,
including narrowing the definition of the local market for multiple
ownership purposes;

- 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; and

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

The FCC currently is considering standards for evaluating, authorizing,
and implementing terrestrial digital audio broadcasting technology, including
In-Band On-Channel(TM) technology, for FM radio stations. Digital audio
broadcasting's advantages over traditional analog broadcasting technology
include improved sound quality and the ability to offer a greater variety of
auxiliary services. In-Band On-Channel(TM) technology would permit an FM station
to transmit radio programming in both analog and digital formats, or in digital
only formats, using the bandwidth that the radio station is currently licensed
to use. It is unclear what regulations the FCC will adopt regarding digital
audio broadcasting or In-Band On-Channel(TM) technology and what effect such
regulations would have on our business or the operations of our radio stations.

On January 20, 2000, the FCC voted to adopt rules creating a new low
power FM radio service. The new low power stations will operate at a maximum
power of between ten and 100 watts in the existing FM commercial and
non-commercial band. Low power stations may be used by governmental and
non-profit organizations to provide noncommercial educational programming or
public safety and transportation radio services. No existing broadcaster or
other media entity, including Regent, will be permitted to have an ownership
interest or enter into any program or operating agreement with any low power FM
station. During the first two years of the new service, applicants must be based
in the area that they propose to serve. Applicants will not be permitted to own
more than one station nationwide during the initial two-year period. After the
initial two-year period, entities will be allowed to own up to five stations
nationwide, and after three years, the limit will be raised to ten stations
nationwide. A single person or entity may not own two low power stations whose
transmitters are less than seven miles from each other. The authorizations for
the new stations will not be transferable. In April 2001, the FCC adopted a
third channel interference protection standard, and prohibited any applicant
from obtaining a low power FM station who has previously operated a station
without a license. The FCC has begun to accept applications for new, low power
FM stations.

At this time it is difficult to assess the competitive impact of these
new stations. Although the new low power stations must comply with certain
technical requirements aimed at protecting existing FM radio stations from
interference, we cannot be certain of the level of interference that low power
stations will cause after they begin operating. Moreover, if low power FM
stations are licensed in the markets in which we operate, the low power stations
may compete for listeners and advertisers. The low power stations may also limit
our ability to obtain new licenses or to modify our existing facilities, or
cause interference to areas of existing service that are not protected by the
FCC's rules, any of which may have a material adverse affect 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.

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

FEDERAL ANTITRUST CONSIDERATIONS

The Federal Trade Commission and the United States Department of
Justice, which evaluate transactions to determine whether those transactions
should be challenged under the federal antitrust laws, 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.

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, so long as the Department of Justice policy on the issue
remains unchanged, we would not expect to commence operation of any affected
station to be acquired under time brokerage agreement, local marketing agreement
or similar agreement until the waiting period has expired or been terminated.

MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

Our senior management team, as a group, has over 90 years of experience
in the radio broadcasting industry and has negotiated the acquisition of 150
radio stations, including, since 1998, the 61 stations currently owned or to be
acquired by us upon consummation of our pending acquisitions.

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

<Table>
<Caption>
NAME AGE POSITION
- ---- --- --------

Terry S. Jacobs........................... 59 Chairman of the Board, Chief Executive
Officer, Treasurer and Director
William L. Stakelin....................... 59 President, Chief Operating Officer,
Secretary and Director
Fred L. Murr.............................. 54 Senior Vice President, Operations
Anthony A. Vasconcellos................... 37 Senior Vice President and Chief Financial
Officer
Joel M. Fairman........................... 73 Director
William H. Ingram......................... 62 Director
R. Glen Mayfield.......................... 60 Director
Richard H. Patterson...................... 43 Director
John H. Wyant............................. 55 Director
Kenneth J. Hanau.......................... 36 Director
William P. Sutter, Jr..................... 44 Director
</Table>

Terry S. Jacobs has been Chairman of the Board, Chief Executive Officer,
Treasurer and a director of Regent since its 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 23 radio
stations until its merger into Jacor Communications, Inc. in February 1997.
Prior to 1993, Mr. Jacobs was chairman and chief executive officer of Jacor
Communications, Inc., a radio broadcast company which he founded in 1979 and
which, during his tenure, grew to become the then ninth largest radio company in
the U.S. in terms of revenue. Mr. Jacobs currently serves as a director of
National Grange Mutual Insurance Company and of Capital Title Group, Inc.

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

Fred L. Murr has been employed by Regent as Senior Vice President,
Operations 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 Regent in
September 1998 as Vice President and Chief Financial Officer and became Senior
Vice President in December 2000. 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., an optical company which by
1998 had 800 retail stores. 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.
Mr. Vasconcellos is currently a member of the Board of Directors of the
Broadcast Cable Financial Management Association, an organization which is
comprised of and represents financial professionals in the industry.

Joel M. Fairman has been a director of Regent since the Company's merger
with Faircom Inc. in June 1998, and held the title of Vice Chairman of the Board
of Directors of Regent from June 1998 through June 2001. Mr. Fairman founded and
organized Faircom Inc. 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 Regent. Prior to 1984, he was an investment banking executive and a
practicing attorney focusing on corporate transactions. Since March 2001, Mr.
Faircom has been the chairman of North Shore Strategies, Inc., a private
corporation engaged in consulting in media and related business activities.

William H. Ingram has been a member of the Board of Directors of Regent
since June 1998. Mr. 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 is also a Manager of Waller-Sutton 2000,
L.L.C., which serves as the general partner, and manages the affairs, of
Waller-Sutton 2000 L.P., an investment partnership focused on media,
telecommunications and related 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. He is also a director of Access
Television Network, Inc.

R. Glen Mayfield has served as a director of Regent since May 1997. 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, a stockholder of Regent.

Richard H. Patterson has been a director of Regent since June 1998. Mr.
Patterson has served as a vice president of Waller-Sutton Management Group since
its formation in early 1997. Since April 2000 he has served as a managing member
of Spire Capital Partners, L.P., a private equity fund specializing in media and
communications. From 1986 through January 1999, Mr. Patterson was a partner of
Waller Capital Corporation, a privately-owned cable television brokerage firm.
He also serves as a director of KMC Telecom, Inc. and a number of other
privately-held companies.

John H. Wyant has been a member of the Board of Directors of Regent
since June 1998. Mr. Wyant has served as president of Blue Chip Venture Company,
a venture capital investment firm, since its formation in 1990. Blue Chip
Venture Company, together with its affiliates, manages an aggregate of
approximately $600 million of committed capital for investment in privately-held
high growth companies. Mr. Wyant is also a director of USinternetworking, Inc.
and a number of privately-held companies.

Kenneth J. Hanau has served as a director of Regent since August 1999.
He began with Weiss, Peck & Greer, L.L.C., an investment management firm, as an
associate in August 1994, served as a vice president from January 1996 through
December 1999, became a principal on January 1, 2000. Mr. Hanau is also a
principal of WPG Private Equity Partners, II, L.L.C. During portions of 1992 and
1994, he worked for Morgan Stanley & Co. in its 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 Lionheart Newspapers, Inc.,
Richelieu Foods, Inc., Shelter Distribution, Inc. and Village Voice Media, Inc.

William P. Sutter, Jr. has served as a director of Regent since December
1999. He is currently an Adjunct Professor of Finance of Northwestern's Kellogg
Graduate School of Management and serves as an advisor to three private equity
funds. From 1984 to 2001, he served as a vice president of Mesirow Financial

Services, Inc., a Chicago-based financial services firm and the general partner
of Mesirow Capital Partners VII, a stockholder of Regent.

BOARD COMPOSITION

The number of members of our Board of Directors has been designated by
the Board to be nine in accordance with our bylaws. The holders of approximately
31% of the outstanding voting power of the Company are parties to a certain
Third Amended and Restated Stockholders' Agreement dated as of December 13,
1999, pursuant to which they have agreed to vote all of their shares for the
election of a specific group of seven individuals (to be identified from time to
time by particular stockholders who are parties to the agreement) to the Board
of Directors of the Company. Currently, the individuals so identified are Terry
S. Jacobs, William L. Stakelin, William H. Ingram, Richard H. Patterson, Kenneth
J. Hanau, William P. Sutter, Jr. and John H. Wyant. Accordingly, the voting
agreements contained in the Stockholders' Agreement will likely assure their
election.

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, the incurrence or assumption of various form of indebtedness, and
any change of control require the approval of a committee of non-management
directors for action.

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.

EMPLOYMENT AGREEMENTS

The Company has employment agreements with Terry S. Jacobs and William
L. Stakelin, under which Mr. Jacobs is employed as Chairman and Chief Executive
Officer of Regent and Mr. Stakelin is employed as President and Chief Operating
Officer of Regent. Each agreement has an initial term commencing March 1, 2001
and ending February 29, 2004. Thereafter, the agreements will extend for
additional three-year periods unless either party gives 60 days notice of its
intent to terminate. Messrs. Jacobs and Stakelin each may terminate their
agreements for any reason upon 90 days notice. The Company may terminate the
agreements at any time. Messrs. Jacobs and Stakelin are subject to customary
non-competition and non-solicitation covenants during their period of employment
with Regent, and for an 18-month period thereafter (12 months in the case of a
termination of employment by Regent without cause where severance is being paid)
as well as customary confidentiality covenants.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of March 29, 2002, the number and
percentage of the Company's common stock held by (i) persons known to the
Company to be beneficial owners of more than 5% of a class of the Company's
securities, (ii) the Company's directors, (iii) the Company's four most
highly-paid executive officers and (iv) all executive officers and directors of
the Company, as a group.

<Table>
<Caption>
AMOUNT AND
NATURE OF
BENEFICIAL PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNER(A) OWNERSHIP(A) CLASS(A)
- --------------------------------------- -------------- -----------

Blue Chip Venture Company, Ltd.............................. 3,246,356(b) 9.01%
Waller-Sutton Media Partners, L.P........................... 3,141,554(c) 8.57%
WPG Corporate Development Associates V, L.L.C. and
affiliated fund........................................... 2,975,452(d) 8.23%
John Hancock Advisers, LLC.................................. 2,638,250(e) 7.32%
T. Rowe Price Associates, Inc............................... 2,452,500(f) 6.81%
Palisade Capital Management, LLC............................ 2,158,300(g) 5.99%
Mesirow Capital Partners VII................................ 1,818,181(h) 5.05%
Dimensional Fund Advisors, Inc.............................. 1,808,250(i) 5.02%
Terry S. Jacobs............................................. 1,094,019(j) 2.99%
William L. Stakelin......................................... 749,102(k) 2.05%
Joel M. Fairman............................................. 410,000(l) 1.13%
John H. Wyant............................................... 3,281,356(b)(m) 9.10%
William H. Ingram........................................... 3,276,554(c)(n) 8.92%
Richard H. Patterson........................................ 3,166,554(c)(o) 8.63%
Kenneth J. Hanau............................................ 2,995,452(d)(p) 8.31%
R. Glen Mayfield............................................ 93,236(q) *
William P. Sutter, Jr....................................... 39,000(r) *
Fred L. Murr................................................ 50,475(s) *
Anthony A. Vasconcellos..................................... 51,395(t) *
All executive officers and directors as a group (10
persons).................................................. 12,065,589(u) 31.38%
</Table>

- ---------------

* Less than 1%.

(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% beneficial owners appear in the notes below.

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
such securities, but have not been deemed to be outstanding for the purpose
of computing the percentage ownership of overall voting power of any other
person. In other words, the percent of class specified for each beneficial
owner represents the highest percentage of the class that owner could own,
assuming such 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. Calculation of percentage ownership is based upon a
total of 36,027,323 shares of common stock currently outstanding as of
March 29, 2002.

(b) Includes: (A) 2,382,241 shares held by Blue Chip Capital Fund II Limited
Partnership ("Blue Chip II"); (B) 300,479 shares held by Miami Valley
Venture Fund L.P. ("Miami Valley"); and (C) 563,636 shares held by Blue
Chip Capital Fund III Limited Partnership ("Blue Chip III"). Blue Chip
Venture Company, Ltd. is the general partner of Blue Chip II and Blue Chip
III and is an affiliate of a special limited partner and portfolio manager
of Miami Valley. Blue Chip Venture Company, Ltd. has indicated that it
exercises sole voting and dispositive power over the indicated shares held
by Blue Chip II, Blue Chip III

and Miami Valley. John H. Wyant, a director of the Company, 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.

(c) Represents 2,491,554 shares and warrants currently exercisable for 650,000
shares of the Company's common stock held in the name of Waller-Sutton
Media Partners, L.P. William H. Ingram and Richard H. Patterson, directors
of the Company, are 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
management company for Waller-Sutton Media Partners, L.P. Messrs. Ingram
and Patterson have advised the Company that they disclaim beneficial
ownership of 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, Suite 330, New York, New York 10020. Mr. Patterson's
address is 10 Town Square, Suite 200, Chatham, New Jersey 07928.

(d) Includes: (A) 2,464,162 shares held by WPG Corporate Development Associates
V, L.L.C. ("WPG V") and 381,290 shares held by WPG Corporate Development
Associates (Overseas) V, L.P. ("WPG Overseas"); and (B) warrants to
purchase 112,580 shares held by WPG V and warrants to purchase 17,420
shares held by WPG Overseas. WPG V and WPG Overseas 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 (Overseas). 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 (Overseas).
Kenneth J. Hanau, a director of the Company, 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 V. WPGPE Fund Advisor II, L.L.C. has indicated that it exercises sole
voting and dispositive power over the indicated shares held by WPG V. 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 V and WPG (Overseas), but disclaims
beneficial ownership of those securities except to the extent of his
pecuniary interest in such funds. The address of these entities and Mr.
Hanau is One New York Plaza, New York, New York 10004.

(e) The address of John Hancock Advisers, Inc. is 101 Huntington Avenue,
Boston, Massachusetts 02199. This information is based on a Schedule 13G
filed February 11, 2002 by John Hancock Advisors with the SEC.

(f) The address of T. Rowe Price Associates, Inc. is 100 E. Pratt Street,
Baltimore, Maryland 21202. This information is based on a Schedule 13G
filed February 22, 2002 by T. Rowe Price with the SEC and includes
1,900,000 shares owned by T. Rowe Price New Horizons Fund, Inc.

(g) The address of Palisade Capital Management, LLC is One Bridge Plaza, Suite
695, Fort Lee, New Jersey 07024. This information is based on a Schedule
13G filed February 1, 2002 by Palisade with the SEC.

(h) The address of Mesirow Capital Partners VII is 350 N. Clark, Chicago,
Illinois 60610. This information is based on a Schedule 13G filed February
14, 2001 by Mesirow with the SEC. On April 4, 2002, Mesirow informed us
that it now owns 1,255,881 shares (3.49%) of our total shares outstanding.

(i) The address of Dimensional Fund Advisors, Inc. is 1299 Ocean Avenue, 11th
Floor, Santa Monica, California 90401. Dimensional Fund Advisors is an
investment advisor that furnishes investment advice to four investment
companies and serves as investment manager to certain other commingled
group trusts and separate accounts. In its role as investment advisor or
manager, Dimensional Fund Advisors possesses voting and/or investment power
over 1,808,250 shares of the Company's common stock, but discloses
beneficial ownership of such securities. This information is based on a
Schedule 13G filed February 12, 2002 by Dimensional with the SEC.

(j) Represents (A) 485,686 shares held by Mr. Jacobs individually (including
shares held for his account in the Company's 401(k) plan); (B) 4,000 shares
held by JFP Holdings, Ltd. ("JFP Holdings"); and (C) options exercisable
within 60 days for up to 604,333 shares of the Company's common stock. Mr.
Jacobs, a member of JFP Holdings, exercises shared voting and investment
powers with respect to the securities beneficially owned by JFP Holdings,
but disclaims beneficial ownership of those securities.

(k) Represents (A) 148,769 shares held by Mr. Stakelin individually (including
shares held for his account in the Company's 401(k) plan); (B) 500 shares
owned by Mr. Stakelin's minor son and 500 shares owned

by Mr. Stakelin's minor daughter; and (C) options exercisable within 60
days for up to 599,333 shares of the Company's common stock.

(l) Represents 214,805 shares held by Mr. Fairman and options exercisable
within 60 days for up to 195,195 shares of the Company's common stock Mr.
Fairman will receive upon exercise of such options.

(m) Includes 10,000 shares held by John H. Wyant individually and options
exercisable within 60 days for up to 25,000 shares of the Company's common
stock. See also Note (b) above.

(n) Includes: (A) 100,000 shares and warrants currently exercisable for 10,000
shares of the Company's common stock held by Mr. Ingram, a director of the
Company, and (B) options exercisable within 60 days for up to 25,000 shares
of the Company's common stock. See also Note (c) above.

(o) Includes options exercisable within 60 days for up to 25,000 shares of the
Company's common stock. Mr. Patterson has a pecuniary interest in WPG
Corporate Development Associates V, L.L.C. See Notes (c) and (d) above.

(p) Includes options exercisable within 60 days for up to 20,000 shares of the
Company's common shares. See Note (d) above.

(q) Includes: (A) 37,230 shares held by River Cities Capital Fund Limited
Partnership; (B) 20,189 shares held by a trust of which Mr. Mayfield is the
trustee and sole beneficiary; (C) 664 shares held by Mayson, Inc.; (D)
5,153 shares held by River Cities Management Limited Partnership, as Escrow
Agent for the benefit of Mr. Mayfield, and (E) options exercisable within
60 days for up to 30,000 shares of the Company's common stock. Mr.
Mayfield, a director of the Company, is the vice president, a director and
a 50% 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 shared
voting and investment powers over the securities held by River Cities
Capital Fund Limited Partnership, but disclaims beneficial ownership of
such securities.

(r) Includes: (A) 17,000 shares held by William P. Sutter, Jr. individually and
2,000 shares held by Mr. Sutter's two minor children, and (B) options
exercisable within 60 days for up to 20,000 of the Company's common stock.

(s) Represents: (A) 5,475 shares held by Mr. Murr (including shares held for
his account in the Company's 401(k) plan); and (B) options exercisable
within 60 days for up to 45,000 shares of the Company's common stock.

(t) Represents: (A) 6,395 shares held by Mr. Vasconcellos (including shares
held for his account in the Company's 401(k) plan); and (B) options
exercisable within 60 days for up to 45,000 shares of the Company's common
stock.

(u) See Notes (b), (c), (d), (j), (k), (l), (m), (n), (o), (p), (q), (r), (s)
and (t) above.

SELLING STOCKHOLDERS

The following table sets forth certain information with respect to each
of the selling stockholders and the number of shares of common stock which may
be sold pursuant to this prospectus. We obtained the information regarding the
number of shares of common stock held by the selling stockholders from each
selling stockholder. Except as noted, none of the selling stockholders has, or
within the past three years has had, any position, office or other material
relationship with us or any of our predecessors.

<Table>
<Caption>
NUMBER OF PERCENTAGE OF
SHARES OF COMMON STOCK
NUMBER OF NUMBER OF COMMON STOCK HELD AFTER
SHARES HELD SHARES OF HELD ASSUMING COMPLETION OF
PRIOR TO THE COMMON STOCK THE SALE OF ALL THE SALE OF THE
SALES OF WHICH MAY BE SHARES OFFERED COMMON STOCK
NAME OF SELLING SHARES SOLD PURSUANT TO PURSUANT TO THIS REGISTERED
STOCKHOLDER HEREUNDER THIS PROSPECTUS PROSPECTUS HEREUNDER
--------------- -------------- ---------------- ---------------- ---------------

Abbeville Broadcasting Service, Inc.... 21,583 21,583 - *
ComCorp of Lafayette, Inc.............. 194,245 194,245 - *
</Table>

- ---------------

* Represents less than one percent of the outstanding shares of common stock.

DESCRIPTION OF CAPITAL STOCK

GENERAL

Our authorized capital stock consists of 140,000,000 shares of capital
stock, consisting of 100,000,000 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 36,027,323 shares of common stock and no
shares of preferred stock. We also have 1,532,976 shares of Regent common stock
reserved for issuance under our various stock plans and 790,000 shares reserved
for issuance under our outstanding warrants (subject to adjustment).

Immediately following this offering there will be 44,061,495 shares of
common stock, or 45,298,995 shares if the underwriters exercise their
over-allotment option in full, 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. Our charter allows us to
redeem our capital stock 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.

COMMON STOCK

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

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.

There are no preemptive rights to subscribe for any additional
securities that we may issue. Other than as described above, 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.

PREFERRED STOCK

We have in the past designated shares of our preferred stock in several
different series, none of which are currently outstanding. Of these shares,
6,768,772 remain designated in several of those series. 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 33,231,228
shares of currently undesignated preferred stock in series, to establish from
time to time the number of our 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

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.

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% 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% 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% or more of the
outstanding voting shares; 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% 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 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.

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

After this offering, 44,061,495 shares of common stock will be
outstanding, or 45,298,995 shares if the underwriters exercise their
over-allotment option in full. Of these shares, the 8,250,000 shares sold in
this offering, or 9,237,500 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 one of our "affiliates" as
defined in Rule 144 under the Securities Act. A total of approximately
12,972,646 shares will be "restricted securities" within the meaning of Rule 144
under the Securities Act or subject to lock-up arrangements.

The Company is a party to a registration rights agreement dated as of
June 15, 1998, as amended, with Terry S. Jacobs, William L. Stakelin,
Waller-Sutton Media Partners, L.P., William H. Ingram, WPG Corporate Development
Associates V, L.L.C., Mesirow Capital Partners VII, Blue Chip Capital Fund II
Limited Partnership, River Cities Capital Fund Limited Partnership, and certain
affiliates of such entities. Under this agreement, upon a demand made by
Waller-Sutton Media Partners, L.P. or other parties to the registration rights
agreement who, in the aggregate, hold at least 10% of the Company's outstanding
common stock, Regent is required to register under the Securities Act of 1933
the shares of the Company's common stock owned by these holders. In addition,
the parties to the agreement have the right to join in certain registrations of
Regent's equity securities. Each party to this agreement has elected not to
participate in this offering.

The 786,141 shares issued in connection with the Peoria acquisition, the
208,905 shares to be issued in the Flint acquisition anticipated to close in
2003 and the 215,828 shares issued in connection with the Lafayette acquisition
will be available for resale into the public market one year after the
completion of those transactions. We are a party, however, to registration
rights agreement dated as of August 28, 2001, with Bayard H. Walters, covering
the shares issued in the Peoria acquisition and with each of ComCorp of
Lafayette, Inc. and Abbeville Broadcasting Service, Inc., both dated as of
January 7, 2002, covering the shares issued in the Lafayette acquisition. Under
those agreements, holders of the issued shares have the right to join in certain
registrations of our equity securities. Mr. Walters has elected not to
participate in this offering. ComCorp of Lafayette, Inc. and Abbeville
Broadcasting Service, Inc. are the selling stockholders named in this
prospectus.

In connection with the Grand Rapids acquisition, we issued 174,917
shares of our Common Stock to Connoisseur Communications of Flint, L.P. and,
pursuant to an obligation to do so, filed a registration statement with the SEC
for the resale of those shares by the holders thereof. This registration
statement is currently effective. In November, 2001 we entered into stock
purchase agreements with several parties, which stock purchase agreements
required us to register those shares for resale by the holders thereof. We filed
our registration statement with the SEC for the resale of those shares by the
holders thereof. This registration statement is also currently effective.

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 Rule 144 under the Securities
Act.

We, our executive officers and directors and their affiliates who own
stock in Regent will enter into lock-up agreements under which we and they will
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
90 days from the date of this prospectus without the prior written consent of
Robertson Stephens, on behalf of the underwriters. Robertson Stephens may, at
any time and without notice, waive any of the terms of these lock-up agreements
specified in the underwriting agreement.

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% 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) eligible 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.

UNDERWRITING

The underwriters named below, acting through their representatives,
Robertson Stephens, Inc., Morgan Stanley & Co. Incorporated, UBS Warburg LLC,
CIBC World Markets Corp. and Sanders Morris Harris, have severally agreed with
us, subject to the terms and conditions of the underwriting agreement, to
purchase from us and the selling stockholders the number of shares of common
stock set forth below opposite their respective names. The underwriters are
committed to purchase and pay for all shares if any are purchased.

<Table>
<Caption>
NUMBER
UNDERWRITER OF SHARES
- ----------- ---------

Robertson Stephens, Inc.....................................
Morgan Stanley & Co. Incorporated...........................
UBS Warburg LLC.............................................
CIBC World Markets Corp.....................................
Sanders Morris Harris.......................................
---------
Total..................................................... 8,250,000
=========
</Table>

The representatives have advised us that the underwriters propose to
offer the shares of common stock to the public at the public offering price set
forth on the cover page of this prospectus and to certain dealers at that price
less a concession of not in excess of $ per share, of which $ may
be reallowed to other dealers. After this offering, the public offering price,
concession and reallowance to dealers may be reduced by the representatives. No
such reduction will change the amount of proceeds we or the selling stockholders
are to receive as set forth on the cover page of this prospectus. The common
stock is offered by the underwriters as stated in this prospectus, subject to
receipt and acceptance by them and subject to their right to reject any order in
whole or in part.

Over-Allotment Option. We have granted to the underwriters an option,
exercisable during the 30-day period after the date of this prospectus, to
purchase up to 1,237,500 additional shares of common stock at the same price per
share we will receive for the shares that the underwriters have agreed to
purchase. To the extent that the underwriters exercise this option, each of the
underwriters will have a firm commitment, subject to limited conditions, to
purchase approximately the same percentage of these additional shares that the
number of shares of common stock to be purchased by it shown in the above table
bears to the total number of shares offered by this prospectus. If purchased,
the additional shares will be sold by the underwriters on the same terms as
those on which the other shares are being sold. The underwriters may exercise
this option only to cover over-allotments made in connection with the sale of
the shares of common stock in this offering.

The following table sets forth the compensation that we and the selling
stockholders are to pay to the underwriters. This information is presented
assuming either no exercise or full exercise by the underwriters of their
over-allotment option.

<Table>
<Caption>
TOTAL
-------------------------------
WITHOUT WITH
PER SHARE OVER-ALLOTMENT OVER-ALLOTMENT
--------- -------------- --------------

Underwriting Discounts and Commissions
Payable by Regent Communications...................... $ $ $
Payable by the Selling Stockholders................... $ $ $
</Table>

Expenses. We estimate the expenses of this offering, other than the
compensation to the underwriters, will be approximately $ , and are
payable entirely by us. Expenses include the Securities and Exchange Commission
filing fee, the NASD filing fee, Nasdaq National Market listing fees, printing
expenses, legal and accounting fees, transfer agent and registrar fees and other
miscellaneous fees and expenses.

Indemnity. The underwriting agreement contains covenants of indemnity
among the underwriters and us and the selling stockholders against civil
liabilities, including under the Securities Act and liabilities arising from
breaches of representations and warranties contained in the underwriting
agreement.

Lock-Up Agreements. Each of our executive officers and directors, and
their affiliates who own stock in Regent will agree, subject to limited
exceptions, not to offer to sell, contract to sell, or otherwise sell, dispose
of, loan, pledge or grant any rights with respect to any shares of common stock,
any options or warrants to purchase any shares of common stock, or any
securities convertible into, exercisable for or exchangeable for shares of
common stock owned by the holder as of the date of this prospectus or acquired
directly from us or with respect to which these holders have or may acquire the
power of disposition, without the prior written consent of Robertson Stephens,
Inc. This restriction terminates 90 days after the date of this prospectus.
However, Robertson Stephens, Inc. may, in its sole discretion and at any time
without notice, release all or any portion of the securities subject to lock-up
agreements. There are no existing agreements between the representatives and any
of our stockholders who have executed a lock-up agreement providing consent to
the sale of shares prior to the expiration of the lock-up period for a period of
90 days from the date of this prospectus.

In addition, we have agreed that, for a period of 90 days from the date
of this prospectus, we will not, without the prior written consent of Robertson
Stephens, Inc.: (a) consent to the disposition of any shares held by
stockholders before the expiration of the 90 day lockup period or (b) offer,
sell, contract to sell, or otherwise dispose of any shares of common stock, any
options or warrants to purchase any shares of common stock or any securities
convertible into, exercisable for or exchangeable for shares of common stock
other than our sale of shares in this offering, the issuance of our common stock
in connection with our acquisition of WZRZ-FM in Flint, Michigan and upon the
exercise of options or warrants outstanding on the date of this prospectus and
the grant of options to purchase shares of common stock under existing employee
stock option or stock purchase plans.

Listing. The common stock is quoted on the Nasdaq National Market under
the symbol "RGCI."

Syndicated Short Sales. The representatives have advised us that, on
behalf of the underwriters, they may make short sales of our common stock in
connection with this offering, resulting in the sale by the underwriters of a
greater number of shares than they are required to purchase pursuant to the
underwriting agreement. The short position resulting from those short sales will
be deemed a "covered" short position to the extent that it does not exceed the
1,237,500 shares subject to the underwriters' over-allotment option and will be
deemed a "naked" short position to the extent that it exceeds that number. A
naked short position is more likely to be created if the underwriters are
concerned that there may be downward pressure on the trading price of the common
stock in the open market that could adversely affect investors who purchased
shares in the offering. The underwriters may reduce or close out their covered
short position either by exercising the over-allotment option or by purchasing
shares in the open market. In determining which of these alternatives to pursue,
the underwriters will consider the price at which shares are available for
purchase in the open market as compared to the price at which they may purchase
shares through the over-allotment option. Any naked short position will be
closed out by purchasing shares in the open market. Similar to the other
stabilizing transactions described below, open market purchases made by the
underwriters to cover all or a portion of their short position may have the
effect of preventing or retarding a decline in the market price of our common
stock following this offering. As a result, our common stock may trade at a
price that is higher than the price that otherwise might prevail in the open
market.

Stabilization. The underwriters' representatives have advised us that,
pursuant to Regulation M under the Securities Exchange Act of 1934, certain
persons participating in this offering may engage in transactions, including
stabilizing bids, syndicate covering transactions or the imposition of penalty
bids, that may have the effect of stabilizing or maintaining the market price of
our common stock at a level above that which might otherwise prevail in the open
market. A "stabilizing bid" is a bid for or the purchase of shares of common
stock on behalf of the underwriters for the purpose of fixing or maintaining the
price of the common stock. A "syndicate covering transaction" is the bid for or
the purchase of common stock on behalf of the underwriters to reduce a short
position incurred by the underwriters in connection with this offering. A

"penalty bid" is an arrangement permitting the representatives to reclaim the
selling concession otherwise accruing to an underwriter or syndicate member in
connection with the offering if the common stock originally sold by that
underwriter or syndicate member is purchased by the representatives in the open
market pursuant to a stabilizing bid or to cover all or part of a syndicate
short position. The representatives have advised us that such transactions may
be effected on the Nasdaq National Market or otherwise and, if commenced, may be
discontinued at any time.

Passive Market Making. In connection with this offering and before the
commencement of offers or sales of the common stock, certain underwriters who
are qualified market makers on the Nasdaq National Market may engage in passive
market making transactions in the common stock on the Nasdaq National Market in
accordance with Rule 103 of Regulation M under the Exchange Act, during the
business day prior to the pricing of the offering. Passive market makers must
comply with applicable volume and price limitations and must be identified as
such. In general, a passive market maker must display its bid at a price not in
excess of the highest independent bid for such security; if all independent bids
are lowered below the passive market maker's bid, however, such bid must then be
lowered when certain purchase limits are exceeded.

NASD Regulations. Because more than 10% of the proceeds of the
offering, not including underwriting compensation, will be received by entities
who are affiliated with National Association of Securities Dealers, Inc. members
who are participating in this offering, this offering is being conducted in
compliance with the NASD Conduct Rule 2710(c)(8). Pursuant to that rule, the
appointment of a qualified independent underwriter is not necessary in
connection with this offering, as a bona fide independent market (as defined in
the NASD Conduct Rules) exists in the common shares.

Other Agreements. Some of the underwriters and their affiliates have
engaged in, and may in the future engage in, investment banking and commercial
dealings in the ordinary course of business with us. They have received
customary fees and commissions for these transactions. Fleet National Bank, an
affiliate of Robertson Stephens, Inc., is the administrative agent and issuing
lender under our credit facility.

LEGAL MATTERS

The validity of the common stock we are offering under this prospectus
will be passed upon for us by Graydon Head & Ritchey LLP, Cincinnati, Ohio and
for the underwriters by Shearman & Sterling, New York, New York.

EXPERTS

The financial statements as of December 31, 2001 and 2000 and for each
of the three years in the period ended December 31, 2001, 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 auditing and accounting.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and special reports, proxy statements and
other information with the SEC. Stockholders may read and copy reports, proxy
statements and other information filed by us at the SEC's public reference rooms
at 450 Fifth Street, N.W., Washington, D.C. 20549; 233 Broadway, New York, New
York 10279; or Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511. Please call the SEC at 1-800-SEC-0330 for further
information about the public reference rooms. Our reports, proxy statements and
other information are also available from commercial document retrieval services
and at the SEC's website located at http://www.sec.gov.

We have filed a registration statement to register with the SEC the
shares of common stock offered hereby. This document is part of that
registration statement and constitutes a prospectus of Regent.

As allowed by SEC rules, this document does not contain all the
information that stockholders can find in our registration statement or the
exhibits to our registration statement.

The SEC allows us to "incorporate by reference" information into this
document, which means that we can disclose important information to stockholders
by referring them to another document filed separately with the SEC. The
information incorporated by reference is deemed to be part of this document,
except for any information superseded by information contained directly in the
other document.

This document incorporates by reference the documents set forth below:

- Our Annual Report on Form 10-K for the year ended December 31, 2001;

- Our Proxy Statement dated April 12, 2002, with respect to information
required by Items 401 (management), 402 (executive compensation), 403
(securities ownership) and 404 (certain relationships and
transactions) of Regulation S-K promulgated under the Securities Act
and the Securities Exchange Act of 1934; and

- The description of our common stock contained in our registration
statement filed under the Securities Exchange Act, including any
amendment or report filed for the purpose of updating such
description.

Additional documents that we may file with the SEC after the date of the
filing of this registration statement and prior to its effectiveness and any
future filings made with the SEC under Section 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act by us until our offering of securities has been
completed are also incorporated by reference. These include periodic reports,
such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current
Reports on Form 8-K, as well as proxy statements.

Copies of any of the documents incorporated by reference (excluding
exhibits unless specifically incorporated therein) are available without charge
upon written or oral request from Anthony A. Vasconcellos, Chief Financial
Officer of Regent Communications, Inc., 100 East RiverCenter Boulevard, 9th
Floor, Covington, Kentucky 41011 (telephone number: (859) 292-0030).

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY
REFERENCE IN THIS DOCUMENT TO MAKE YOUR DETERMINATION ON WHETHER OR NOT TO MAKE
AN INVESTMENT IN THE SHARES OF OUR COMMON STOCK OFFERED HEREBY. NO ONE HAS BEEN
AUTHORIZED TO PROVIDE ANY INFORMATION THAT IS DIFFERENT FROM WHAT IS CONTAINED
IN THIS DOCUMENT. THIS DOCUMENT IS DATED APRIL , 2002. YOU SHOULD NOT ASSUME
THAT THE INFORMATION CONTAINED IN THIS DOCUMENT IS ACCURATE AS OF ANY DATE OTHER
THAN THAT DATE, AND NEITHER THE DELIVERY OF THIS DOCUMENT NOR THE SALE OF OUR
COMMON STOCK WILL CREATE ANY IMPLICATION TO THE CONTRARY.

INDEX TO FINANCIAL STATEMENTS

<Table>
<Caption>
PAGE
----

Financial Statements:
Report of Independent Accountants...................... F-2
Consolidated Statements of Operations for the years
ended December 31, 2001, 2000 and 1999................. F-3
Consolidated Balance Sheets at December 31, 2001 and
2000................................................... F-4
Consolidated Statements of Cash Flows for the years
ended December 31, 2001, 2000 and 1999................. F-5
Consolidated Statements of Changes in Stockholders'
Equity (Deficit) for the years ended December 31, 2001,
2000 and 1999.......................................... F-6
Notes to Consolidated Financial Statements............. F-7
Financial Statement Schedules:
For each of the three years in the period ended
December 31, 2001:
II -- Valuation and Qualifying Accounts................ F-25
</Table>

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

F-1

REPORT OF INDEPENDENT ACCOUNTANTS

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

In our opinion, the consolidated financial statements listed in the
accompanying index present fairly, in all material respects, the financial
position of Regent Communications, Inc. and its subsidiaries (the "Company") at
December 31, 2001 and 2000, and the results of their operations and their cash
flows for each of the three years in the period ended December 31, 2001 in
conformity with accounting principles generally accepted in the United States of
America. In addition, in our opinion, the financial statement schedule listed in
the accompanying index presents fairly, in all material respects, the
information set forth therein when read in conjunction with the related
consolidated financial statements. These financial statements and financial
statement schedule are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements and
financial statement schedule based on our audits. We conducted our audits of
these statements in accordance with auditing standards generally accepted in the
United States of America, 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 our opinion.

/s/ PricewaterhouseCoopers LLP
Cincinnati, Ohio
March 13, 2002

F-2

REGENT COMMUNICATIONS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<Table>
<Caption>
YEAR ENDED DECEMBER 31,
-----------------------------
1999 2000 2001
-------- -------- -------

Gross broadcast revenues.................................... $ 25,613 $ 48,324 $59,339
Less agency commissions................................... 1,759 4,217 5,594
-------- -------- -------
Net broadcast revenues................................. 23,854 44,107 53,745
Station operating expenses.................................. 18,325 30,173 38,530
Depreciation and amortization............................... 3,368 8,602 13,436
Corporate general and administrative expenses............... 2,773 4,501 4,857
-------- -------- -------
Operating (loss) income................................ (612) 831 (3,078)
Interest expense............................................ (5,249) (4,229) (3,279)
Gain (loss) on exchange/sale of radio stations.............. (602) 17,504 4,444
Other (expense) income, net................................. 163 860 (465)
-------- -------- -------
(Loss) income before income taxes and extraordinary
items.................................................. (6,300) 14,966 (2,378)
Income tax benefit.......................................... -- -- 665
-------- -------- -------
(Loss) income before extraordinary items.................... (6,300) 14,966 (1,713)
Extraordinary loss from debt extinguishment, net of taxes... (471) (1,114) --
-------- -------- -------
NET (LOSS) INCOME........................................... $ (6,771) $ 13,852 $(1,713)
======== ======== =======
LOSS APPLICABLE TO COMMON SHARES:
Net (loss) income......................................... $ (6,771) $ 13,852 $(1,713)
Preferred stock dividend requirements..................... (5,205) (629) --
Preferred stock accretion................................. (17,221) (26,611) --
-------- -------- -------
Loss applicable to common shares............................ $(29,197) $(13,388) $(1,713)
======== ======== =======
BASIC AND DILUTED LOSS PER COMMON SHARE:
Loss before extraordinary items........................... $(119.69) $ (0.39) $ (0.05)
Extraordinary items....................................... (1.96) (0.03) --
-------- -------- -------
Net loss per common share.............................. $(121.65) $ (0.42) $ (0.05)
======== ======== =======
Weighted average number of common shares used in basic and
diluted calculation....................................... 240 31,715 34,218
</Table>

The accompanying notes are an integral part of these consolidated financial
statements.
F-3

REGENT COMMUNICATIONS, INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)

<Table>
<Caption>
DECEMBER 31,
-------------------
2000 2001
-------- --------

ASSETS
Current assets:
Cash and cash equivalents................................. $ 778 $ 1,765
Accounts receivable, net of allowance of $719 and $403 at
December 31, 2001 and 2000, respectively............... 10,639 9,772
Other current assets...................................... 595 642
-------- --------
Total current assets................................. 12,012 12,179
Property and equipment, net................................. 20,716 25,817
Intangible assets, net...................................... 217,897 266,420
Other assets, net........................................... 2,108 1,940
-------- --------
Total assets......................................... $252,733 $306,356
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable.......................................... $ 1,672 $ 2,044
Accrued compensation...................................... 932 1,000
Other current liabilities................................. 2,298 3,010
-------- --------
Total current liabilities............................ 4,902 6,054
Long-term debt, less current portion........................ 45,010 87,019
Other long-term liabilities................................. 84 75
Deferred taxes.............................................. 4,317 4,870
-------- --------
Total liabilities.................................... 54,313 98,018
Commitments and Contingencies (Note 11)
Stockholders' equity:
Common stock, $.01 par value, 100,000,000 shares
authorized; 36,948,362 and 35,158,349 shares issued at
December 31, 2001
and 2000, respectively................................. 352 369
Treasury shares, 1,308,173 and 1,363,752 shares, at cost
at December 31, 2001 and 2000, respectively............ (7,063) (6,757)
Additional paid-in capital................................ 259,386 270,694
Retained deficit.......................................... (54,255) (55,968)
-------- --------
Total stockholders' equity............................. 198,420 208,338
-------- --------
Total liabilities and stockholders' equity............. $252,733 $306,356
======== ========
</Table>

The accompanying notes are an integral part of these consolidated financial
statements.
F-4

REGENT COMMUNICATIONS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)

<Table>
<Caption>
YEAR ENDED DECEMBER 31,
-------------------------------
1999 2000 2001
-------- --------- --------

CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income........................................... $ (6,771) $ 13,852 $ (1,713)
Adjustments to reconcile net (loss) income to net cash
provided by (used in) operating activities:
Depreciation and amortization........................... 3,368 8,602 13,436
Provision for doubtful accounts......................... 390 725 822
Non-cash interest expense............................... 1,576 1,579 283
Non-cash charge for debt extinguishments................ 471 1,114 --
Non-cash charge for compensation........................ -- -- 491
(Gain) loss on sale of radio stations................... 477 (17,504) (4,444)
Loss on sale of fixed assets and other.................. -- -- 160
Changes in operating assets and liabilities, net of
acquisitions:
Accounts receivable..................................... (1,481) (6,249) (328)
Other assets............................................ (36) (358) (107)
Current and long-term liabilities....................... (372) (2,940) (803)
Deferred taxes.......................................... -- 4,317 553
-------- --------- --------
Net cash provided by (used in) operating activities......... (2,378) 3,138 8,350
-------- --------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions of radio stations, net of cash acquired, and
escrow Deposits on pending acquisitions................. (27,533) (148,940) (63,450)
Capital expenditures...................................... (1,978) (1,719) (3,161)
Net proceeds from sale of radio stations.................. 13,999 2,000 13,393
Proceeds from sale of fixed assets........................ -- -- 27
-------- --------- --------
Net cash used in investing activities....................... (15,512) (148,659) (53,191)
-------- --------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of redeemable convertible preferred
stock................................................... 41,754 -- --
Proceeds from issuance of common stock.................... -- 156,939 4,068
Proceeds from long-term debt.............................. 16,500 48,500 60,500
Principal payments on long-term debt...................... (26,704) (28,824) (18,491)
Payment of notes payable.................................. (7,500) -- --
Payment for deferred financing costs...................... (427) (1,904) --
Payment of issuance costs................................. (2,802) (11,606) (249)
Treasury stock purchases.................................. -- (7,063) --
Dividends paid on all series of preferred stock -- (8,153) --
Redemption of Series B preferred stock.................... -- (5,000) --
-------- --------- --------
Net cash provided by financing activities................... 20,821 142,889 45,828
-------- --------- --------
Net increase (decrease) in cash and cash equivalents........ 2,931 (2,632) 987
Cash and cash equivalents at beginning of period............ 479 3,410 778
-------- --------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD.................. $ 3,410 $ 778 $ 1,765
======== ========= ========
Supplemental schedule of non-cash investing and financing
activities:
Common stock issued in conjunction with the acquisitions
of radio stations....................................... $ -- $ 3,537 $ 7,459
======== ========= ========
Supplemental data:
Cash paid for interest.................................... $ 4,272 $ 2,115 $ 3,077
======== ========= ========
Cash paid for income taxes................................ $ -- $ -- $ 128
======== ========= ========
</Table>

The accompanying notes are an integral part of these consolidated financial
statements.
F-5

REGENT COMMUNICATIONS, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)

<Table>
<Caption>
SERIES C AND E TOTAL
CONVERTIBLE ADDITIONAL STOCKHOLDERS'
PREFERRED COMMON TREASURY PAID-IN RETAINED EQUITY
STOCK STOCK STOCK CAPITAL DEFICIT (DEFICIT)
-------------- ------ -------- ---------- -------- -------------

BALANCE, DECEMBER 31, 1998........ $ 3,370 $ 2 $ -- $ 3,872 $(17,321) $(10,077)
Exercise of stock options on
63,000 shares of Series C
convertible preferred stock..... 314 -- -- (172) -- 142
Dividends and accretion on
mandatorily redeemable
convertible preferred stock..... -- -- -- (3,700) (13,859) (17,559)
Beneficial conversion feature
related to issuance of
redeemable convertible preferred
stocks.......................... -- -- -- -- (3,545) (3,545)
Net loss.......................... -- -- -- -- (6,771) (6,771)
------- ---- ------- -------- -------- --------
BALANCE, DECEMBER 31, 1999........ 3,684 2 -- -- (41,496) (37,810)
Issuance of 18,400,000 shares of
common stock, net of issuance
costs of $12,460................ -- 184 -- 143,756 -- 143,940
Issuance of 333,000 shares of
common stock in conjunction with
acquisitions.................... -- 3 -- 3,534 -- 3,537
Adjustment of converted redeemable
preferred stock to market....... -- -- -- -- (26,611) (26,611)
Purchase of 1,364,000 shares of
treasury stock.................. -- -- (7,063) -- -- (7,063)
Conversion of Series C and E
preferred stock to 3,831,000
shares of common stock.......... (3,684) 38 -- 3,646 -- --
Conversion of Series A,D,F,G,H,K
redeemable preferred stock...... -- 124 -- 110,745 -- 110,869
Reclassification of liability
associated with Series F
convertible preferred stock put
rights.......................... -- -- -- 5,239 -- 5,239
Exercise of 34,095 stock options
and 100,000 stock warrants...... -- 1 -- 619 -- 620
Preferred stock dividends paid.... -- -- -- (8,153) -- (8,153)
Net income........................ -- -- -- -- 13,852 13,852
------- ---- ------- -------- -------- --------
BALANCE, DECEMBER 31, 2000........ -- 352 (7,063) 259,386 (54,255) 198,420
Issuance of 700,000 shares of
common stock, net of issuance
costs of $373................... -- 7 -- 3,644 -- 3,651
Exercise of 28,059 stock options
and 37,230 stock warrants....... -- -- -- 30 -- 30
Issuance of 1,001,969 shares of
common stock in conjunction with
acquisitions.................... -- 10 -- 7,449 -- 7,459
Stock bonus award (22,825
shares)......................... -- -- -- 170 -- 170
Issuance of 55,579 shares of
treasury stock for 401(k)
match........................... -- -- 306 15 -- 321
Net loss.......................... -- -- -- -- (1,713) (1,713)
------- ---- ------- -------- -------- --------
BALANCE, DECEMBER 31, 2001........ $ -- $369 $(6,757) $270,694 $(55,968) $208,338
======= ==== ======= ======== ======== ========
</Table>

The accompanying notes are an integral part of these consolidated financial
statements.
F-6

REGENT COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. SUMMARY OF ACCOUNTING POLICIES

a. Basis of Presentation

Regent Communications, Inc. (including its wholly-owned subsidiaries,
the "Company" or "Regent") was formed to acquire, own and operate
radio stations in small and medium-sized markets in the United
States. On June 15, 1998, the Company acquired, pursuant to an
agreement of merger, all of the outstanding common stock of Faircom
Inc. ("Faircom"). The acquisition was 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.

b. Consolidation:

The consolidated financial statements include the accounts of the
Company and its subsidiaries, all of which are wholly-owned. 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.

c. 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.

d. Cash and Cash Equivalents:

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

e. Property and Equipment:

Property and equipment are stated at cost and depreciated on the
straight-line basis over the estimated useful life of the assets.
Buildings are depreciated over forty 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
classified in Other (expense) income, net in the accompanying
Consolidated Statements of Operations.

f. Intangible Assets:

Intangible assets consist principally of the value of FCC licenses
and the excess of the purchase price over the fair value of net
assets of acquired radio stations (goodwill). FCC licenses and
goodwill acquired through acquisitions prior to July 1, 2001 have
been amortized on a straight-line basis over lives ranging from 15 to
40 years. Non-competition agreements are amortized over the life of
the agreement. No amortization expense has been recorded for
intangible assets with indefinite lives acquired after July 1, 2001,
as defined by Statement of Financial Accounting Standards No. 142
("SFAS 142") (See Note 13). The Company will implement SFAS 142
beginning January 1, 2002 and will perform the first of the required
impairment tests of goodwill and indefinite lived intangibles during
the first six months of 2002.

g. Long-Lived Assets:

Long-lived assets (including property, equipment, goodwill and other
intangible assets) are evaluated periodically if events or
circumstances indicate a possible inability to recover their

F-7

REGENT COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

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 (See Note 13).

h. Deferred Financing Costs and Other Assets:

Deferred financing costs are generally 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.

i. Concentrations of Credit Risk:

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

j. Revenue Recognition:

Broadcast Revenue

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

Barter Transactions

Barter transactions (advertising provided in exchange for goods and
services) are reported at the estimated fair value of the products or
services received. Revenue from barter transactions is recognized
when advertisements are broadcast, and merchandise or services
received are charged to expense when received or used. If merchandise
or services are received prior to the broadcast of the advertising, a
liability (deferred barter revenue) is recorded. If advertising is
broadcast before the receipt of the goods or services, a receivable
is recorded. Barter revenue was approximately $3.7 million, $3.2
million, and $2.2 million and barter expense was approximately $3.7
million, $3.1 million, and $2.0 million for the years ended December
31, 2001, 2000, and 1999, respectively.

Time Brokerage Agreements

At December 31, 2001, the Company operated two stations under the
terms of time brokerage agreements (hereafter referred to as "TBAs").
Revenues and expenses related to such stations are included in
operations since the effective dates of the TBAs. Fees paid and
received under such TBAs are included in Other (expense) income, net
in the accompanying Consolidated Statements of Operations.

k. Fair Value of Financial Instruments:

Short-Term Instruments

Due to their short-term maturity, the carrying amount of accounts
receivable, accounts payable and accrued expenses approximated their
fair value at December 31, 2001 and 2000.

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, 2001 and 2000.

F-8

REGENT COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

l. Income Taxes:

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

m. Advertising And Promotion Costs:

Costs of media advertising and associated production costs are
expensed the first time the advertising takes place.

2. ACQUISITIONS AND DISPOSITIONS

Subsequent Disposition

On March 12, 2002, the Company completed the disposition of
substantially all the operating assets of WGNA-AM, serving the Albany, New York
market, for $2.0 million in cash to ABC, Inc. On February 15, 2002, ABC, Inc.
began providing programming and other services to the station under a time
brokerage agreement. The Company anticipates recognizing a gain on the sale of
approximately $0.5 million.

Pending Acquisitions

On July 27, 2001, the Company entered into an agreement, as amended, to
acquire by merger with The Frankenmuth Radio Co., Inc. WZRZ-FM serving the
Flint, Michigan market for approximately $2.0 million, consisting of
approximately $0.6 million in cash and 208,905 shares of our common stock,
valued at approximately $1.4 million. The Company placed in escrow $125,000 to
secure its obligations under this agreement. The Federal Communications
Commission has approved the assignment of the station licenses, and the closing
of this acquisition is anticipated in 2003. On January 1, 2002, Regent began
providing programming and other services to the station under a time brokerage
agreement.

Also on July 27, 2001, the Company entered into an agreement, as
amended, to purchase the outstanding stock of Haith Broadcasting Corporation,
owner of WFGR-FM serving the Grand Rapids, Michigan market for approximately
$3.9 million in cash. The Company placed in escrow $250,000 to secure its
obligations under this agreement. In conjunction with the above stock purchase,
on February 4, 2002 the Company purchased the option to buy WFGR-FM from
Connoisseur Communications of Flint, L.L.P. for approximately $1.1 million, paid
by the issuance of 174,917 shares of Regent common stock. The Federal
Communications Commission has approved the assignment of the station licenses of
WFGR-FM, and the closing of this acquisition is anticipated in 2003. On January
1, 2002 Regent began providing programming and other services to the station
under a time brokerage agreement.

On November 15, 2001, Regent entered into an agreement with Covenant
Communications Corporation to acquire substantially all of the assets of WRXF-FM
and WLSP-AM, serving the Flint, Michigan market, for $1.3 million in cash. The
Company placed in escrow $65,000 to secure its obligations under this agreement.
Applications seeking approval from the Federal Communications Commission for the
transfer of the station licenses are currently pending. On December 3, 2001
Regent began providing programming and other services to the stations under a
time brokerage agreement.

2001 Acquisitions and Dispositions

On May 9, 2001, the Company completed the acquisition by merger with
StarCom, Inc. of one AM and two FM radio stations (KXSS-AM, KKSR-FM and KLZZ-FM)
serving the St. Cloud, Minnesota market for approximately $5.0 million in cash.
Concurrent with the purchase, the Company entered into a $500,000 non-compete
agreement with a former shareholder of StarCom, Inc., to be paid ratably over a
five-year period. The purchase was funded from borrowings under Regent's bank
credit facility. Prior to the closing of the purchase, the Company provided
programming and other services to the stations under a time brokerage agreement,
which began in July 2000. The Company has allocated approximately $4.9 million
of the purchase price to FCC licenses and approximately $0.1 million to fixed
assets.
F-9

REGENT COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

On June 1, 2001, the Company completed the sale of substantially all the
assets of its three radio stations serving the Palmdale, California market
(KTPI-FM, KAVC-AM and KOSS-FM) to Concord Media Group, Inc. for approximately
$13.5 million in cash. The Company recognized a pre-tax gain of approximately
$4.4 million on the sale.

On August 29, 2001, the Company completed an acquisition from Two Petaz,
Inc.; WFYR, Inc.; Winston Communications, Inc. of Illinois; and the Cromwell
Group, Inc., of (i) substantially all the assets of radio stations WGLO-FM,
WPPY-FM, WRVP-FM and WVEL-AM, serving the Peoria, Illinois market, for a
purchase price of approximately $14.0 million in cash and (ii) substantially all
the assets of radio stations WFYR-FM and WIXO-FM, also serving the Peoria
market, in exchange for 786,141 shares of Regent common stock, valued at
approximately $6.0 million. Prior to the closing of the purchase, the Company
provided programming and other services to the stations under time brokerage
agreements, which began in May 2001. The Company has preliminarily allocated
approximately $18.4 million of the purchase price to FCC licenses, $10,000 to
non-compete agreements and approximately $1.6 million to fixed assets, pending a
final independent appraisal.

On October 15, 2001, the Company completed the acquisition of
substantially all of the assets of WQHZ-FM (formerly WJET-FM), serving the Erie,
Pennsylvania market, from NextMedia Group II, Inc. for $4.9 million in cash. The
Company has allocated substantially all of the purchase price to FCC licenses.

On December 8, 2001 the Company completed the acquisition of
substantially all of the assets of seven radio stations serving the Lafayette,
Louisiana market (KMDL-FM, KRKA-FM, KFTE-FM, KTDY-FM, KPEL-FM, KPEL-AM and
KROF-AM) from ComCorp of Lafayette, Inc. and its affiliates for approximately
$38.1 million in cash and 215,828 shares of Regent common stock, valued at
approximately $1.5 million. The Company has preliminarily allocated
approximately $35.7 million of the purchase price to FCC licenses and
approximately $3.9 million to fixed assets, pending a final independent
appraisal.

2000 Acquisitions and Dispositions

On January 28, 2000, Regent purchased the FCC licenses and related
assets used in the operations of radio stations WODZ-FM, WLZW-FM, WFRG-FM,
WIBX-AM and WRUN-AM in Utica-Rome, New York and WCIZ-FM, WFRY-FM, WTNY-AM and
WNER-AM in Watertown, New York for approximately $43.8 million in cash and
100,000 shares of Regent's common stock. Approximately $40.9 million of the
total purchase price was allocated to the FCC licenses and goodwill and the
remaining $3.8 million was allocated to property and equipment.

On January 31, 2000, Regent purchased the FCC licenses and related
assets used in the operations of radio stations KLAQ-FM, KSII-FM and KROD-AM in
El Paso, Texas for approximately $23.5 million in cash. Approximately $21.8
million of the purchase price was allocated to the FCC licenses and goodwill and
the remaining $1.7 million of the purchase price was allocated to property and
equipment.

On August 24, 2000, Regent completed an exchange agreement entered into
with Clear Channel Broadcasting, Inc., Capstar Radio Operating Company and their
affiliates (the "Clear Channel transaction"). Under the agreement, Regent
exchanged its eight stations serving the Mansfield, Ohio (2 FM/1 AM) and
Victorville, California (3 FM/2 AM) markets plus approximately $80.5 million in
cash for ten stations serving the Grand Rapids, Michigan (3 FM/1 AM) and Albany,
New York (4 FM/2 AM) markets. Approximately $110.1 million of the purchase price
was allocated to FCC licenses and goodwill and the remaining $5.2 million of the
purchase price was allocated to property and equipment. As a result of this
transaction, Regent recognized a gain on this exchange of approximately $17.8
million, which is reflected in the accompanying Consolidated Statements of
Operations for the year ended December 31, 2000.

On September 29, 2000, Regent acquired radio station KZAP-FM in Chico,
California, by acquiring the stock of KZAP, Inc. in exchange for 233,333 shares
of Regent's common stock with a market value of approximately $2.7 million at
March 29, 2000, the date of Regent's agreement to acquire the station.
Approximately $2.4 million of the purchase price was allocated to the FCC
licenses and the remaining

F-10

REGENT COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

$0.3 million of the purchase price was allocated to property and equipment.
Regent provided programming and other services to KZAP-FM under a time brokerage
agreement from December 1, 1999 until the acquisition was completed on September
29, 2000.

Also on September 29, 2000, Regent completed the sale of radio stations
KZGL-FM, KVNA-AM and KVNA-FM in Flagstaff, Arizona to Yavapai Broadcasting
Corporation for approximately $2.0 million in cash. Regent recognized a note
receivable for the purchase price at September 30, 2000, which was collected on
October 5, 2000. Yavapai had previously been operating the Flagstaff stations
under a time brokerage agreement since May 1, 2000.

1999 Acquisitions and Dispositions

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 $1.6 million in cash. The Company had previously issued a note for
$1.5 million to a third party, which was collateralized by the assets of the
station. 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 gain (loss) on
exchange/sale of radio station in the accompanying Consolidated Statements of
Operations for the year ended December 31, 1999.

On May 6, 1999, the Company consummated the acquisition of the FCC
licenses and related assets of WJON-AM, WWJO-FM and KMXK-FM in St. Cloud,
Minnesota (the "St. Cloud Stations") for approximately $12.7 million in cash.
The purchase was financed by approximately $5.1 million in proceeds from the
issuance of Series F convertible preferred stock and borrowings under the
Company's old credit facility. Approximately $9.1 million of the purchase price
was allocated to FCC licenses and goodwill and the remaining $3.6 million was
allocated to property and equipment.

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
$6.0 million in cash.

On September 1, 1999, the Company purchased 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 for
approximately $13.5 million in cash. The purchase was financed by approximately
$6.3 million in proceeds from the issuance of Series H convertible preferred
stock and borrowings under the Company's old credit facility. Approximately
$12.4 million of the purchase price was allocated to FCC licenses and goodwill,
and the remaining $1.1 million was allocated to property and equipment and to a
non-compete agreement.

On October 15, 1999, the Company consummated the sale of the FCC
licenses and related assets of KFLG-AM, KFLG-FM, KAAA-AM and KZZZ-FM in Kingman,
Arizona for approximately $5.4 million in cash.

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 for approximately $1.2 million in cash.

The assets of the Company's radio stations in Flagstaff, Arizona were
sold to Yavapai Broadcasting Corporation in the third quarter of 1999. The
Company recorded a loss of approximately $600,000 in the accompanying
Consolidated Statements of Operations in 1999 as a gain (loss) on exchange/sale
of radio stations.

F-11

REGENT COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The Company accounted for all its 2001, 2000 and 1999 acquisitions using
the purchase method of accounting. The Company allocated the aggregate purchase
price from all acquisitions in 2001 and 2000 as follows (in thousands):

<Table>
<Caption>
2000 2001
-------- -------

Property and equipment................... $ 11,105 $ 5,586
FCC licenses............................. 173,474 63,863
Non-competition agreements............... 2,686 510
-------- -------
$187,265 $69,959
======== =======
</Table>

The fair values of the significant assets acquired were or will be
determined by an independent valuation. The results of operations of the
acquired businesses are included in the Company's consolidated financial
statements since the respective dates of acquisition.

The following unaudited pro forma data summarize the combined results of
operations of Regent, together with the operations of the stations acquired in
2001 and 2000, but exclude the operations of stations disposed of and smaller
acquisitions that are not material to the results of Regent, as though the
acquisitions and dispositions of these operations had occurred on January 1,
2000.

<Table>
<Caption>
PRO FORMA
(UNAUDITED)
(IN THOUSANDS)
-----------------
2000 2001
------- -------

Net broadcast revenues.................................... $60,616 $61,043
Net loss before extraordinary items....................... (2,618) (3,469)
Net loss.................................................. (3,732) (3,469)
Net loss per common share before extraordinary items:
Basic and diluted....................................... $ (0.07) $ (0.10)
Net loss per common share:
Basic and diluted....................................... $ (0.10) $ (0.10)
</Table>

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 nor is it indicative of future results of
operations.

3. INITIAL PUBLIC OFFERING OF COMMON STOCK

On January 28, 2000, Regent consummated an initial public offering (the
"IPO") of 16,000,000 shares of its common stock at an initial offering price of
$8.50 per share. On February 7, 2000, the underwriters purchased an additional
2,400,000 shares of Regent's common stock upon exercise of their over-allotment
option. Regent received total proceeds from the completion of the offering, net
of underwriter discounts, commissions and expenses related to the offering of
$143.8 million. Of these proceeds, Regent used: $67.3 million to fund the
acquisitions of stations in Utica-Rome, and Watertown, New York and in El Paso,
Texas; $27.1 million to pay in full the amounts borrowed, including accrued
interest and related fees, under its prior bank credit facility and fees related
to its new bank credit facility; $7.3 million to pay or reserve for payment
accumulated, unpaid dividends on all series of convertible preferred stock
converted into common stock; $5.9 million to redeem all outstanding shares of
its Series B convertible preferred stock, including accumulated unpaid
dividends; and $1.5 million to repurchase shares of its common stock from an
affiliate of one of the underwriters in order to comply with rules of the
National Association of Securities Dealers, Inc. Regent used the balance of the
proceeds for working capital needs and the Clear Channel transaction.

F-12

REGENT COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Also in conjunction with the IPO, Regent required the conversion into
common stock on a one-for-one basis of 15,800,000 shares of convertible
preferred stock in accordance with the terms of the preferred stock. These
shares represented the balance of Regent's outstanding shares of convertible
preferred stock. Regent paid accumulated, unpaid dividends on those shares in
the total amount of $7.3 million.

Additionally, "put" rights associated with common stock purchase
warrants (see Note 5) issued in connection with the issuance of Regent's Series
B and Series F convertible preferred stock were terminated. Regent had
previously classified approximately $3.7 million in long-term liabilities due to
the associated "put" rights of the warrants at December 31, 1999. These warrant
liabilities were reclassified to additional paid in capital as of January 28,
2000 along with approximately $1.5 million of non-cash interest expense that had
been recorded to account for an increase in the fair value of the warrants from
January 1, 2000 to January 28, 2000.

Regent adjusted the carrying values of its Series A, C, D, F, G, H, and
K convertible preferred stock to fair value through January 28, 2000. This
adjustment was recognized as a charge of $26.6 million to retained deficit
(since there was no additional paid-in capital) resulting in an adjustment to
loss from continuing operations attributable to common stockholders.

4. LONG-TERM DEBT

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

<Table>
<Caption>
2000 2001
------- -------

Senior reducing revolving credit
facility................................ $44,500 $86,569
Subordinated promissory note.............. 570 510
------- -------
45,070 87,079
Less: current portion of long-term debt... (60) (60)
------- -------
$45,010 $87,019
======= =======
</Table>

Based upon our outstanding borrowings under the credit facility at
December 31, 2001, and the balance of our subordinated promissory note, the
payments detailed below would be required to maintain compliance with the
maximum borrowings allowed under our credit facility over the next five years
(in thousands):

<Table>

2002............................................... $ 60
2003............................................... 60
2004............................................... 24,129
2005............................................... 25,330
2006............................................... 37,500
Thereafter......................................... --
-------
$87,079
=======
</Table>

Senior Reducing Revolving Credit Facility

On January 27, 2000, Regent Broadcasting, Inc., a wholly-owned
subsidiary of Regent Communications, Inc., as the borrower, entered into a
credit agreement (the "credit facility") with a group of lenders which provides
for a senior reducing revolving credit facility expiring December 31, 2006 with
an initial aggregate revolving commitment of up to $125.0 million (including a
commitment to issue letters of credit of up to $25.0 million in aggregate face
amount, subject to the maximum revolving commitment available) and an additional
revolving loan facility with a maximum aggregate amount of $50.0 million
available, subject to the terms of the credit agreement, which would convert,
after two years, to a term loan
F-13

REGENT COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

maturing December 31, 2006. This additional $50.0 million borrowing capacity
expired unused on January 27, 2002. Regent incurred approximately $2.0 million
in financing costs related to this credit facility, which are being amortized
over the life of the agreement. The credit facility is available for working
capital and acquisitions, including related acquisition expenses. At December
31, 2001 and 2000 there were borrowings of approximately $86.6 million and $44.5
million, respectively, outstanding under this facility and there was
approximately $37.4 million and $80.5 million of available borrowings,
respectively.

Under the credit facility, the Company is 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. During 2002, we believe that
the financial leverage ratio covenant will be the most difficult to satisfy due
to the inclusion of the results of operations for the third and fourth quarters
of 2001 in such calculation. These results were severely negatively impacted by
the September 11, 2001 attacks. Although our continued compliance with these
financial covenants is subject to future operating results that we cannot
predict with certainty, we have the ability to implement certain strategies to
increase cash flow provided by operations or reduce cash flow used in investing
and financing activities, if needed, to help mitigate this risk. Accordingly,
Regent expects that it will meet all of the credit facility covenants during
2002, although there can be no assurances in this regard. Borrowings under the
credit facility bear interest at a rate equal to, at the Company's option,
either (a) the higher of the rate announced or published publicly from time to
time by the agent as its corporate base 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 which varies between 1.25% and 2.75% depending upon the
Company's financial leverage. Borrowings under the credit facility bore interest
at an average rate of 3.37% and 8.05% as of December 31, 2001 and 2000,
respectively. The Company is required to pay certain fees to the agent and the
lenders for the underwriting commitment, administration and use of the credit
facility. The Company's indebtedness under this credit facility is
collateralized by liens on substantially all of its assets and by a pledge of
its operating and license subsidiaries' stock and is guaranteed by these
subsidiaries.

Prior to the credit facility, the Company had an agreement with a group
of lenders ("the old credit facility") which provided for a senior reducing
revolving credit facility with a commitment of up to $55.0 million expiring in
March 2005. On January 28, 2000, Regent paid off the outstanding debt, accrued
interest and related fees totaling approximately $25.1 million under the old
credit facility. The pay-off was completed using proceeds from an initial public
offering of Regent's common stock, which was completed on January 28, 2000. This
final paydown resulted in an extraordinary loss of approximately $1.1 million,
net of income tax, from the write-off of deferred financing costs, which is
included in the Consolidated Statements of Operations for the year ended
December 31, 2000.

5. CAPITAL STOCK, REDEEMABLE PREFERRED STOCK AND PREFERRED STOCK

In conjunction with the IPO, the Company redeemed 1,000,000 shares of
its Series B convertible preferred stock, which constituted all outstanding
shares of that series. Also in conjunction with the IPO, Regent required the
conversion into common stock on a one-for-one basis of approximately 15,800,000
shares of convertible preferred stock in accordance with the terms of the
preferred stock. These shares represented the balance of Regent's outstanding
shares of convertible preferred stock. Additionally, "put" rights associated
with common stock purchase warrants issued in connection with the issuance of
Regent's Series B and Series F convertible preferred stock were terminated.

The Company's authorized capital stock consists of 100,000,000 shares of
common stock and 40,000,000 shares of preferred stock. No shares of preferred
stock were issued at December 31, 2001 or 2000. Of the authorized but unissued
preferred stock, 620,000 shares were previously designated 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
F-14

REGENT COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Series D convertible preferred stock ("Series D"), 5,000,000 shares as Series E
convertible preferred stock ("Series E"), 4,100,000 shares as Series F
convertible preferred stock ("Series F"), 1,800,000 shares as Series G
convertible preferred stock ("Series G"), 2,200,000 shares as Series H
convertible preferred stock ("Series H") and 4,100,000 shares of Series K
convertible preferred stock ("Series K"). 16,180,000 shares of the Company's
preferred stock have no previous series or designation.

On March 20, 2001, the Company issued 37,230 shares of Regent common
stock to River Cities Capital Fund Limited Partnership upon the exercise in
full, on a cashless "net issue" basis, of outstanding warrants which provided
for the purchase of a total of 100,000 shares of our common stock at $5.00 per
share. These warrants had been issued in 1998 in connection with the issuance of
Series B and F convertible preferred stock, which converted to our common stock
in January 2000. The remaining warrants, previously issued in connection with
the Series A, B, and F convertible preferred stock, entitling the holders to
purchase a total of 790,000 shares of Regent's common stock at $5.00 per share
with a five year expiration, remain outstanding.

On March 26, 2001, Regent issued 22,825 shares of its common stock
valued at approximately $7.469 per share as a stock bonus to certain corporate
employees.

On August 29, 2001, the Company issued 786,141 shares of Regent common
stock to a stockholder of the selling corporations in connection with the
acquisition of six radio stations in Peoria, Illinois.

On November 26, 2001, Regent issued 900,000 shares of its common stock
at a price of $5.75 per share in a private placement offering to qualified
investors. 200,000 of the shares, sold to a venture capital fund related to one
of the Company's independent directors, and the associated cash proceeds, were
held in escrow until February 2002, pending confirmation from Nasdaq that
stockholder approval would not be required for such sale.

On December 4, 2001, options to purchase 19,623 shares of Regent common
stock were exercised by four former directors of Faircom, Inc. at a price of
$1.2057 per share. The options were issued under the Regent Communications, Inc.
Faircom Conversion Stock Option Plan, which provided substitute options for
those granted under the Faircom Inc. Stock Option Plan prior to the Company's
merger with Faircom Inc.

On December 8, 2001, the Company issued 215,828 shares of its common
stock to the selling corporation in connection with the acquisition of seven
radio stations in Lafayette, Louisiana.

At various times throughout the 2001 year, three employees exercised a
total of 2,500 stock options in exchange for shares of Regent common stock at
exercise prices between $5.00 and $5.50 per share.

On January 28, 2000, Regent issued 100,000 shares valued at $8.50 per
share of its common stock to principals of the sellers in conjunction with the
acquisition of stations in the Utica-Rome and Watertown, New York markets.

On March 20, 2000, Regent received $500,000 in cash and issued 100,000
shares of its common stock to CFE, Inc. upon the exercise of outstanding
warrants issued in 1998 in connection with the issuance of Series B and F
convertible preferred stock to its affiliate, General Electric Capital
Corporation.

On September 29, 2000 Regent issued 233,333 shares of its common stock
to a principal of the seller in conjunction with the acquisition of radio
station KZAP-FM in Chico, California. The total value of the acquisition was
approximately $2.7 million.

Based on the approval by Regent's Board of Directors of a program to
buyback up to $10.0 million of its common stock, during the third quarter of
2000, Regent began buying back shares of its common stock at certain market
price levels. Regent acquired a total of 1,088,600 shares of its common stock
for an aggregate purchase price of approximately $5.6 million in 2000. No shares
were repurchased during 2001. In

F-15

REGENT COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

2001, Regent reissued 55,579 shares of treasury stock previously acquired as an
employer match to employee contributions under the Company's 401(k) plan.

In connection with the IPO, the Company converted the remaining shares
of Series C and E convertible preferred stock into common stock on a one-for-one
basis. The Company recognized approximately $27.2 million of preferred stock
dividends and accretion from January 1, 2000 through the date of the IPO.

6. STOCK-BASED COMPENSATION PLANS

1998 Management Stock Option Plan

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

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 common 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").

2001 Directors' Stock Option Plan

The Regent Communications, Inc. 2001 Directors' Stock Option Plan (the
"2001 Directors' Option Plan") provides for the issuance of up to an aggregate
of 500,000 common shares in connection with the issuance of NQSO's. Grants in
the amount of 10,000 shares are awarded initially to each new outside Director
at the date of his first attendance at a meeting of the Board of Directors, and
thereafter, on each one year anniversary date of the first attendance at a
meeting of the Board of Directors, each outside Director will be automatically
granted a further option to purchase 5,000 shares. The exercise price of the
options is to be equal to the fair market value of the underlying common stock
at the date of grant. Under the terms of the 2001 Directors' Option Plan, the
options are exercisable six months from the date of grant and expire ten years
from the date of grant.

The Company applies the provisions of APB Opinion 25, "Accounting for
Stock Issued to Employees" ("APB 25"), in accounting for the 1998 Stock Option
Plan and the 2001 Directors' Option Plan. Under APB 25, no compensation expense
is recognized for options granted to employees or Directors 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
(loss) and net income (loss) per common share as if compensation costs for the
Company's stock option plans had been determined in accordance with the fair
value based method

F-16

REGENT COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

prescribed in SFAS 123. Such pro forma information is as follows for the years
ended December 31: (In thousands, except per share amounts)

<Table>
<Caption>
1999 2000 2001
-------- -------- -------
(UNAUDITED)
-----------------------------

Net (loss) income:
As reported.......................................... $ (6,771) $ 13,852 $(1,713)
Pro forma compensation expense, net of tax benefit... (544) (720) (1,409)
-------- -------- -------
Pro forma............................................ $ (7,315) $ 13,132 $(3,122)
======== ======== =======
Pro forma applicable to common shares................ $(29,741) $(14,108) $(3,122)
======== ======== =======
Basic and diluted net loss per common share:
As reported.......................................... $(121.65) $ (0.42) $ (0.05)
Pro forma............................................ $(123.92) $ (0.44) $ (0.09)
</Table>

The weighted-average fair value per share for options granted under the
1998 Stock Option Plan and 2001 Directors' Option Plan was $4.10, $3.42 and
$2.88 for ISO's in 2001, 2000 and 1999, respectively, and $4.12, $3.71 and $2.69
for NQSO's in 2001, 2000 and 1999, respectively. 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 fair value of each option grant is
estimated on the date of grant using the Black-Scholes option-pricing model with
the following weighted average assumptions:

<Table>
<Caption>
1999 2000 2001
------------------ ----------------- -----------------
ISOS NQSOS ISOS NQSOS ISOS NQSOS
-------- ------- ------- ------- ------- -------

Dividends..................... None None None None None None
Volatility.................... 35.0% 35.0% 36.0% 36.0% 55.1% 55.1%
Risk-free interest rate....... 5.56% 5.58% 6.51% 6.88% 5.11% 5.12%
Expected term................. 10 years 5 years 5 years 5 years 5 years 5 years
</Table>

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

<Table>
<Caption>
WEIGHTED AVERAGE
SHARES EXERCISE PRICE
--------- ----------------

Company options held by employees
At December 31, 1998.................................... 1,595,533 $4.61
Granted................................................. 317,678 $5.05
Exercised............................................... (62,713) $2.73
Forfeited/expired....................................... (10,000) $2.73
Company options held by employees
At December 31, 1999.................................... 1,840,498 $4.76
Granted................................................. 179,500 $7.23
Exercised............................................... (34,095) $1.11
Forfeited/expired....................................... (7,500) $6.56
Company options held by employees
At December 31, 2000.................................... 1,978,403 $5.04
Granted................................................. 672,750 $7.73
Exercised............................................... (28,468) $1.65
Forfeited/expired....................................... (13,000) $5.25
Company options held by employees
--------- -----
At December 31, 2001.................................... 2,609,685 $5.77
</Table>

F-17

REGENT COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

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

<Table>
<Caption>
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
----------------------------------- --------------------
WEIGHTED
AVERAGE WEIGHTED WEIGHTED
REMAINING AVERAGE AVERAGE
EXERCISE CONTRACTUAL EXERCISE EXERCISE
PRICE SHARES LIFE (YEARS) PRICE SHARES PRICE
- ----------- --------- ------------ -------- --------- --------

$6.39--$7.83 836,750 9.3 $7.65 217,800 $7.70
$5.00--$5.50 1,621,666 6.7 $5.01 1,162,907 $5.01
$0.88--$3.73 151,269 0.5 $3.53 151,269 $3.53
--------- ---------
2,609,685 1,531,976
========= =========
</Table>

Of the options outstanding at December 31, 2001, it is anticipated that
no more than approximately 1,231,666 will be treated as NQSO's and at least
1,378,029 will be treated as ISO's.

There were options exercisable into common stock of 1,531,976, 808,884,
and 331,163 shares at weighted average exercise prices of $5.24, $5.18 and $5.00
per share at December 31, 2001, 2000, and 1999, respectively.

As of December 31, 2001, the stock options granted under the 1998 Stock
Option Plan entitle the holders to purchase 2,303,416 shares of the Company's
common stock. Stock options granted under the Conversion Stock Option Plan
entitle the holders to purchase 151,269 shares of the Company's common stock and
stock options granted under the 2001 Directors' Option Plan entitle the holders
to purchase 155,000 shares of the Company's common stock.

7. EARNINGS PER SHARE

Statement of Financial Accounting Standards No. 128 ("SFAS 128") calls
for the dual presentation of basic and diluted earnings per share ("EPS"). Basic
EPS is calculated by dividing net income by the weighted average number of
common shares outstanding during the reporting period. The calculation of
diluted earnings per share is similar to basic except that the weighted average
number of shares outstanding includes the additional dilution that would occur
if potential common stock, such as stock options or warrants, were exercised.
The effects of the assumed exercise of 2,609,685 outstanding options and 790,000
warrants to purchase shares of common stock are excluded from the calculations
of diluted net loss per share at December 31, 2001, as their effect was
anti-dilutive.

F-18

REGENT COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

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

<Table>
<Caption>
YEAR ENDED DECEMBER 31,
-----------------------------
1999 2000 2001
-------- -------- -------

Net (loss) income before extraordinary items........... $ (6,300) $ 14,966 $(1,713)
Extraordinary loss..................................... (471) (1,114) --
-------- -------- -------
Net (loss) income...................................... $ (6,771) $ 13,852 $(1,713)
======== ======== =======
(Loss) income applicable to common shares:
Net (loss) income.................................... $ (6,771) $ 13,852 $(1,713)
Preferred stock dividend requirements................ (5,205) (629) --
Preferred stock accretion............................ (17,221) (26,611) --
-------- -------- -------
Loss applicable to common shares....................... $(29,197) $(13,388) $(1,713)
======== ======== =======
Weighted average shares................................ 240 31,715 34,218
Net loss per common share:
Basic and diluted:
Net loss before extraordinary items............... $(119.69) $ (0.39) $ (0.05)
Extraordinary loss................................ (1.96) (0.03) --
-------- -------- -------
Net loss.......................................... $(121.65) $ (0.42) $ (0.05)
======== ======== =======
</Table>

8. INCOME TAXES

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

<Table>
<Caption>
1999 2000 2001
---- ---- -----

Current federal............................................. $-- $-- $ 47
Current state............................................... -- -- 135
-- -- -----
Total current............................................... $-- $-- $ 182
== == =====
Deferred federal............................................ $-- $-- $(640)
Deferred state.............................................. -- -- (207)
-- -- -----
Total deferred.............................................. $-- $-- $(847)
== == =====
Income tax benefit.......................................... $-- $-- $(665)
-- -- -----
Net income tax benefit...................................... $-- $-- $(665)
== == =====
</Table>

F-19

REGENT COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

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

<Table>
<Caption>
2000 2001
-------- --------

Deferred tax assets:
Net operating loss carryforwards.......................... $ 11,083 $ 10,374
Miscellaneous accruals and credits........................ 300 200
Accounts receivable reserve............................... 200 273
-------- --------
Total deferred tax assets.............................. 11,583 10,847
======== ========
Deferred tax liabilities:
Property and equipment.................................... (300) (2,059)
Intangible assets......................................... (15,600) (13,658)
-------- --------
Total deferred tax liabilities......................... (15,900) (15,717)
======== ========
Valuation allowance.................................... -0- -0-
-------- --------
Net deferred tax liabilities........................... $ (4,317) $ (4,870)
======== ========
</Table>

The Company has cumulative federal and state tax loss carryforwards of
approximately $40.0 million at December 31, 2001. These loss carryforwards will
expire in years 2002 through 2021. The utilization of a portion of these net
operating loss carryforwards for federal income tax purposes is limited pursuant
to the annual utilization limitations provided under the provisions of Internal
Revenue Code Section 382.

In 2000, Regent recognized a gain of approximately $17.8 million on the
asset exchange from the Clear Channel transaction. For tax purposes this
transaction was treated as a like-kind exchange resulting in a deferred tax
liability pursuant to the provisions of the Internal Revenue Code section 1031,
of approximately $6.3 million. In arriving at the determination as to the amount
of the valuation allowance required for the years ended December 31, 2001 and
2000, the Company considered the impact of deferred tax liabilities resulting
from purchase transactions, statutory restrictions on the use of operating
losses, and a tax planning strategy available to the Company. Consequently, the
Company determined that no valuation allowance was required for the years ended
December 31, 2001 and 2000. During the year 2000, the Company released the
entire valuation allowance. As a result of these events, no income tax expense
was recorded in 2000. On a quarterly basis, management will assess whether it
remains more likely than not that the deferred tax asset will be realized (See
Note 13).

The Company realized an income tax benefit from the exercise of certain
stock options in 2000 of $83,000. This benefit resulted in an increase in the
deferred tax asset and an increase in paid in capital.

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

<Table>
<Caption>
1999 2000 2001
----- ----- -----

Federal tax expense at statutory rate....................... (34.0)% 34.0% (34.0)%
Amortization of intangibles and other non-deductible
expenses.................................................. 9.0 1.0 5.8
(Decrease) increase of valuation allowance.................. 31.0 (38.0) 0.0
State tax, net of federal tax benefit....................... (6.0) 3.0 (2.7)
Other....................................................... 0.0 0.0 3.0
===== ===== =====
Effective tax rate.......................................... 0% 0% (27.9)%
===== ===== =====
</Table>

F-20

REGENT COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

9. SAVINGS PLANS

The Company sponsors defined contribution plans covering substantially
all employees. Both the employee and the Company can make voluntary
contributions to the plan.

In the third quarter of 2000, the Company added a matching feature to
its contribution plan, in which the Company will match participant contributions
in the form of employer stock. The matching formula is 50 cents for every dollar
contributed up to the first 6% of compensation. Company matched contributions
vest to the employees over a three-year period after one year of service.
Contribution expense was approximately $307,000 and $69,000 in 2001 and 2000,
respectively. The Company did not make any contributions to the defined
contribution plan during the year ended December 31, 1999.

10. OTHER FINANCIAL INFORMATION
Property and Equipment:

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

<Table>
<Caption>
2000 2001
-------- --------

Equipment................................................... $ 22,340 $ 27,765
Furniture and fixtures...................................... 1,195 1,271
Building and improvements................................... 3,562 4,744
Land........................................................ 2,273 3,139
-------- --------
29,370 36,919
Less accumulated depreciation............................... (8,654) (11,102)
-------- --------
Net property and equipment................................ $ 20,716 $ 25,817
======== ========
</Table>

Depreciation expense was approximately $2.9 million, $2.2 million, and
$1.4 million for the years ended December 31, 2001, 2000 and 1999.

Intangible Assets:

Intangible assets consists of the following as of December 31 (in
thousands):

<Table>
<Caption>
2000 2001
-------- --------

FCC broadcast licenses...................................... $213,346 $269,370
Goodwill and other intangible assets........................ 12,612 14,779
-------- --------
225,958 284,149
Less accumulated amortization............................... (8,061) (17,729)
-------- --------
Net intangible assets..................................... $217,897 $266,420
======== ========
</Table>

Amortization expense was approximately $10.5 million, $6.4 million, and
$2.0 million for the years ended December 31, 2001, 2000 and 1999.

F-21

REGENT COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Other Current Liabilities:

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

<Table>
<Caption>
2000 2001
------ ------

Balance Sheet:
Accrued interest.......................................... $ 457 $ 351
Current portion of long-term debt......................... 60 60
Accrued professional fees................................. 405 336
Accrued non-compete payments.............................. -- 400
Due to seller for collection of receivables............... -- 361
Accrued other............................................. 1,376 1,502
------ ------
$2,298 $3,010
====== ======
</Table>

11. COMMITMENTS AND CONTINGENCIES

In the normal course of business, the Company is subject to various
regulatory proceedings, lawsuits, claims and other matters. Such matters are
subject to many uncertainties, and outcomes are not predictable with assurance.
In the opinion of the Company's management, the eventual resolution of such
matters for amounts above those reflected in the consolidated financial
statements would not likely have a materially adverse effect on the financial
condition of the Company.

The Company leases certain facilities and equipment used in its
operations. Certain of the Company's operating leases contain renewal options
and/or escalating rent provisions. Total rental expenses were approximately
$1,246,000, $801,000 and $594,000 in 2001, 2000 and 1999, respectively.

At December 31, 2001, the total minimum annual rental commitments under
noncancelable leases are as follows (in thousands):

<Table>
<Caption>
OPERATING CAPITAL
LEASES LEASES
--------- -------

2002........................................................ $ 1,221 $ 48
2003........................................................ 1,116 40
2004........................................................ 964 30
2005........................................................ 892 6
2006........................................................ 874
Thereafter.................................................. 5,477
------- ----
Total minimum payments...................................... $10,544 $124
======= ====
Amount representing interest................................ 12
----
Present value of net minimum lease payments................. $112
====
</Table>

F-22

REGENT COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

12. QUARTERLY FINANCIAL INFORMATION (UNAUDITED):

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

<Table>
<Caption>
1ST QUARTER 2ND QUARTER 3RD QUARTER 4TH QUARTER
ENDED ENDED ENDED ENDED TOTAL
MAR. 31 JUNE 30 SEPT. 30 DEC. 31 YEAR
----------- ----------- ----------- ----------- --------

2001
Net broadcasting revenues.......... $ 11,334 $14,658 $14,029 $13,724 $ 53,745
Operating (loss) income............ (1,785) 262 (429) (1,126) (3,078)
NET (LOSS) INCOME:................. (1,008) 2,498 (992) (2,211) (1,713)
BASIC AND DILUTED NET (LOSS) INCOME
PER COMMON SHARE(1)(3):)
Net (loss) income per common
share........................... $ (0.03) $ 0.07 $ (0.03) $ (0.06) $ (0.05)

2000
Net broadcasting revenues.......... $ 7,477 $10,661 $11,691 $14,278 $ 44,107
Operating (loss) income............ (687) 728 526 264 831
Extraordinary loss, net of taxes... (1,114) -- -- -- (1,114)
NET (LOSS) INCOME.................. (3,789) 966 17,979 (1,304) 13,852
NET (LOSS) INCOME APPLICABLE TO
COMMON SHARES:
Net (loss) income.................. (3,789) 966 17,979 (1,304) 13,852
Preferred stock dividend and
accretion requirements.......... (27,240) -- -- -- (27,240)
-------- ------- ------- ------- --------
(Loss) income applicable to common
shares.......................... (31,029) 966 17,979 (1,304) (13,388)
BASIC NET (LOSS) INCOME PER COMMON
SHARE(3):)
Before extraordinary item.......... $ (1.24) $ 0.03 $ 0.52 $ (0.04) $ (0.39)
Extraordinary item................. $ (0.05) $ -- $ -- $ -- $ (0.03)
-------- ------- ------- ------- --------
Net (loss) income per common
share........................... $ (1.29) $ 0.03 $ 0.52 $ (0.04) $ (0.42)
DILUTED NET (LOSS) INCOME PER
COMMON SHARE(2)(3):)
Before extraordinary loss.......... $ (1.24) $ 0.03 $ 0.51 $ (0.04) $ (0.39)
Extraordinary loss................. $ (0.05) $ -- $ -- $ -- $ (0.03)
-------- ------- ------- ------- --------
Net income (loss) per common
share........................... $ (1.29) $ 0.03 $ 0.51 $ (0.04) $ (0.42)
</Table>

- ---------------

(1) Despite net income in the second quarter of 2001, net income per common
share was the same for both the basic and diluted calculation.

(2) The diluted calculation is shown, as the effect of the exercise of common
stock equivalents was dilutive in the second and third quarters.

(3) The sum of the quarterly net loss (income) per share amounts may not equal
the annual amount reported, as per share amounts are computed independently
for each quarter.

F-23

REGENT COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

13. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In August 2001, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets" ("SFAS 144"). SFAS 144 addresses
the financial accounting and reporting for the impairment or disposal of
long-lived assets, including the disposal of a segment of a business. SFAS 144
requires that long-lived assets be reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount of an asset may not
be recoverable. Recoverability of assets to be held and used is measured by a
comparison of the carrying amount of an asset to future net cash flows expected
to be generated by the asset. If the carrying amount of an asset exceeds its
estimated future cash flows, an impairment charge is recognized by the amount by
which the carrying amount of the asset exceeds the fair value of the asset. SFAS
144 requires companies to separately report discontinued operations and extends
that reporting to a component of an entity that either has been disposed of (by
sale, abandonment, or in a distribution to owners) or is classified as held for
sale. Furthermore, future operating losses relating to discontinued operations
can no longer be recorded before they occur. Assets to be disposed of are
reported at the lower of the carrying amount or fair value, less costs to sell.
The statement is effective for fiscal years beginning after December 15, 2001,
and interim periods within those fiscal years. The Company has not yet
determined the impact, if any, of adopting SFAS 144.

In June 2001, the FASB issued Statement of Financial Accounting
Standards No. 143, "Accounting for Asset Retirement Obligations" that addresses
the recognition of asset retirement obligations. The objective of SFAS 143 is to
provide guidance for legal obligations associated with the retirement of
tangible long-lived assets. The statement is effective for fiscal years
beginning after June 15, 2002. The Company has not yet determined the impact, if
any, of adopting SFAS 143.

In June 2001, the FASB issued Statement of Financial Accounting
Standards No. 141, "Business Combinations" ("SFAS 141") and No. 142, "Goodwill
and Other Intangible Assets" ("SFAS 142"). SFAS 141, which became effective on
July 1, 2001, eliminated the use of pooling of interests for all business
combinations initiated after June 29, 2001 and also established specific
criteria for the recognition of intangible assets separate from goodwill. As
Regent has historically reflected acquisitions using the purchase method, SFAS
141 will not have a significant impact on the Company. SFAS 142 requires that a
company no longer amortize the goodwill and intangible assets determined to have
an indefinite life and also requires an annual impairment testing of those
assets. SFAS 142 must be adopted in the first quarter of the first fiscal year
beginning after December 15, 2001. The Company will adopt SFAS 142 on January 1,
2002. The Company is currently evaluating the full impact that SFAS 141 and SFAS
142 will have on its consolidated financial statements, and believes that SFAS
142 could have a material impact on its financial statements as amortization of
goodwill and certain other intangible assets represents a significant expense
for the Company. Amortization expense related to goodwill and indefinite-lived
intangibles was approximately $10.5 million, $6.4 million, and $2.0 million,
respectively, for the years ended December 31, 2001, 2000 and 1999. In addition,
upon adoption, the Company will perform the first of the required impairment
tests of goodwill and indefinite lived intangibles and have not yet determined
what the effect of these tests will be on the Company's financial position or
results of operations.

When amortization of Regent's indefinite lived assets ceases on January
1, 2002, due to the adoption of SFAS 142, the reversal of deferred tax
liabilities relating to those intangible assets will no longer be assured within
the Company's net operating loss carryforward period. Regent is in the process
of assessing the effects of this pronouncement on the realizability of its
deferred tax assets, and a valuation allowance could be required. The Company
has not yet determined the magnitude of this adjustment.

F-24

REGENT COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS
(IN THOUSANDS)

<Table>
<Caption>
ADDITIONS
-----------------------
BALANCE AT CHARGED TO CHARGED TO BALANCE AT
BEGINNING COSTS AND OTHER THE END
OF PERIOD EXPENSES ACCOUNTS DEDUCTIONS(1) OF PERIOD
---------- ---------- ---------- ------------- ----------

Allowance for doubtful accounts:
Years ended December 31,
2001............................. $ 403 822 -- 506 $ 719
2000............................. $ 231 725 -- 553 $ 403
1999............................. $ 268 390 -- 427 $ 231

Deferred tax asset valuation
allowance:
Years ended December 31,
2001............................. $ -- -- -- -- $ --
2000............................. $9,300 -- -- $(9,300)(2) $ --
1999............................. $4,248 -- 5,052 -- $9,300
</Table>

- ---------------

(1) Represents accounts written off to the reserve.

(2) See Note 8 in the Notes to Consolidated Financial Statements.

F-25

[REGENT COMMUNICATIONS LOGO]

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following is an itemized statement of the fees and expenses (all
but the SEC fees are estimates) in connection with the registration of the
securities being registered, other than underwriting discounts and commissions.
All such fees and expenses shall be borne by Regent.

Commission Registration Fees.................. $ 23,000.00
NASD fee...................................... $ 8,000.00
Nasdaq National Market Listing Fee............ $ 45,000.00
Blue Sky fees and expenses.................... $ 15,000.00
Printing and engraving expenses............... $ 100,000.00
Transfer agent and registrar fee and expenses. $ 25,000.00
Attorneys fees and expenses................... $ 350,000.00
Accounting fees and expenses.................. $ 200,000.00
Trustee's fees................................ $ 55,000.00
Miscellaneous................................. $ 9,000.00
-------------------
Total............................... $ 830,000.00
====================

ITEM 15. 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 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 is or was serving at the request of the Registrant as a director,
officer, employee, or agent of another corporation, 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

II-1

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. Pursuant to Section
145 of the DGCL, the Registrant may only indemnify a person if such person acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.

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.

Regent carries directors' and officers' liability insurance coverage
which insures its directors and officers and the directors and officers of its
subsidiaries in certain circumstances.

II-2

ITEM 16. EXHIBITS

Document Exhibit
- -------- -------

Underwriting Agreement 1.1*

Asset Exchange Agreement dated as of March 12, 2000 2.1**
by and among Clear Channel Broadcasting, Inc.,
Clear Channel Broadcasting Licenses, Inc., Capstar Radio
Operating Company, Capstar TX Limited Partnership,
Regent Broadcasting of Victorville, Inc., Regent Licensee
of Victorville, Inc., Regent Broadcasting of Palmdale, Inc.,
Regent Licensee of Palmdale, Inc., Regent Broadcasting of
Mansfield, Inc. and Regent Licensee of Mansfield, Inc.
(previously filed as Exhibit 2(g) to the Registrant's Form
10-K for the year ended December 31, 1999 and incorporated
herein by this reference)

First Amendment to Asset Exchange Agreement made on 2.2**
May 31, 2000 by and among Clear Channel Broadcasting,
Inc., Clear Channel Broadcasting Licenses, Inc., Capstar
Radio Operating Company, Capstar TX Limited Partnership,
Regent Broadcasting of Victorville, Inc., Regent Licensee
of Victorville, Inc., Regent Broadcasting of Palmdale, Inc.,
Regent Licensee of Palmdale, Inc., Regent Broadcasting of
Mansfield, Inc. and Regent Licensee of Mansfield, Inc.
(previously filed as Exhibit 2(b) to the Registrant's Form
10-Q for the quarter ended June 30, 2000 and incorporated
herein by reference)

Second Amendment to Asset Exchange Agreement made 2.3**
on June 2, 2000 by and among Clear Channel Broadcasting,
Inc., Clear Channel Broadcasting Licenses, Inc., Capstar Radio
Operating Company, Capstar TX Limited Partnership, Regent
Broadcasting of Victorville, Inc., Regent Licensee of
Victorville, Inc., Regent Broadcasting of Palmdale, Inc.,
Regent Licensee of Palmdale, Inc., Regent Broadcasting of
Mansfield, Inc. and Regent Licensee of Mansfield, Inc.
(previously filed as Exhibit 2(c) to the Registrant's Form
10-Q for the quarter ended June 30, 2000 and incorporated
herein by reference)

Agreement of Merger dated March 29, 2000 by and among 2.4**
Regent Communications, Inc., Regent Broadcasting, Inc.,
KZAP, Inc. and Rob Cheal (previously filed as Exhibit 2(h)
to the Registrant's Form 10-K for the year ended December
31, 1999 and incorporated herein by this reference)

II-3

Asset Purchase Agreement dated March 29, 2000 by and 2.5**
between Yavapai Broadcasting Corporation, Regent
Broadcasting of Flagstaff, Inc. and Regent Licensee of
Flagstaff, Inc. (previously filed as Exhibit 2(i) to the
Registrant's Form 10-K for the year ended December 31,
1999 and incorporated herein by this reference)

Asset Purchase Agreement made as of October 31, 2000 2.6**
among Concord Media Group of California, Inc., Regent
Broadcasting of Palmdale, Inc. and Regent Licensee of
Palmdale, Inc. (previously filed as Exhibit 2(d) to the
Registrant's Form 10-Q for the quarter ended September
30, 2000 and incorporated herein by reference)

Asset Purchase Agreement made December 28, 2000 2.7**
among NextMedia Group II, Inc., NextMedia Licensing,
Inc., Regent Broadcasting of Erie, Inc. and Regent Licensee
of Erie, Inc. (excluding exhibits not deemed material or
filed separately in executed form) (previously filed as
Exhibit 2(g) to the Registrant's Form 10-K for the year
ended December 31, 2000 and incorporated herein by
reference)

Agreement of Merger dated June 15, 2000 among StarCom, 2.8**
Inc, Dennis Carpenter and Regent Broadcasting, Inc., as
amended by an Amendment, dated as of July 27, 2000, to
Agreement of Merger, and as further amended by a Second
Amendment, dated as of February 19, 2001, to Agreement of
Merger (excluding exhibits not deemed material or filed
separately in executed form) (previously filed as Exhibit 2(h)
to the Registrant's Form 10-K for the year ended December 31,
2000 and incorporated herein by reference)

Credit Agreement dated as of January 27, 2000 among 4.1**
Regent Broadcasting, Inc., Regent Communications, Inc.,
Fleet National Bank, as administrative agent, Fleet National
Bank, as issuing lender, General Electric Capital Corporation,
as syndication agent, Dresdner Bank AG, New York and
Grand Cayman Branches, as document agent, and the several
lenders party thereto (excluding exhibits not deemed material
or filed separately in executed form) (previously filed as Exhibit
4(a) to the Registrant's Form 8-K filed February 10, 2000 and
incorporated herein by this reference)

Omnibus Amendment No. 1 and Amendment No. 1 to Credit 4.2**
Agreement dated as of February 4, 2000 among Regent
Broadcasting, Inc., Regent Communications, Inc., Fleet National
Bank, as administrative agent, Fleet National Bank, as issuing

II-4

lender, General Electric Capital Corporation, as syndication agent,
Dresdner Bank AG, New York and Grand Cayman Branches, as
document agent, and the several lenders party thereto (previously
filed as Exhibit 4(e) to the Registrant's Form 8-K filed February 10,
2000 and incorporated herein by this reference)

Amendment No. 2 and Consent, dated as of August 23, 2000, 4.3**
to the Credit Agreement dated as of January 27, 2000, as amended,
among Regent Broadcasting, Inc., Regent Communications, Inc.,
Fleet National Bank, as administrative agent, Fleet National Bank, as issuing
lender, General Electric Capital Corporation, as syndication agent, Dresdner
Bank AG, New York and Grand Cayman Branches, as document agent, and the several
lenders party thereto (previously filed as Exhibit 4(c) to the Registrant's Form
10-K for the year ended December 31, 2000 and incorporated herein by this
reference)

Amendment No. 3 dated as of December 1, 2000, to the Credit 4.4**
Agreement dated as of January 27, 2000, as amended, among Regent
Broadcasting, Inc., Regent Communications, Inc., Fleet National
Bank, as administrative agent, Fleet National Bank, as issuing lender,
General Electric Capital Corporation, as syndication agent, Dresdner
Bank AG, New York and Grand Cayman Branches, as document agent,
and the several lenders party thereto (previously filed as Exhibit 4(d) to
the Registrant's Form 10-K for the year ended December 31, 2000 and
incorporated herein by this reference)

Revolving Credit Note dated as of February 7, 2000 made by Regent 4.5**
Broadcasting, Inc. in favor of Fleet National Bank in the original
principal amount of $25 million (previously filed as Exhibit 4(f) to
the Registrant's Form 8-K filed February 10, 2000 and incorporated
herein by this reference) (See Note 1 below)

Subsidiary Guaranty Agreement dated as of January 27, 2000 4.6**
among Regent Broadcasting, Inc., Regent Communications, Inc. and
each of their subsidiaries and Fleet National Bank, as collateral agent
(previously filed as Exhibit 4(c) to the Registrant's Form 8-K filed
February 10, 2000 and incorporated herein by this reference)

Pledge Agreement dated as of January 27, 2000 among Regent 4.7**
Broadcasting, Inc., Regent Communications, Inc. and each of
their subsidiaries and Fleet National Bank, as collateral agent
(previously filed as Exhibit 4(d) to the Registrant's Form 8-K
filed February 10, 2000 and incorporated herein by this reference)

Security Agreement dated as of January 27, 2000 among 4.8**
Regent Broadcasting, Inc., Regent Communications, Inc. and
each of their subsidiaries and Fleet National Bank, as collateral
agent (previously filed as Exhibit 4(b) to the Registrant's Form 8-K

II-5

filed February 10, 2000 and incorporated herein by this reference)

Amended and Restated Certificate of Incorporation of Regent 4.9**
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)

Certificate of Decrease of Shares Designated as Series G 4.10**
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 for the quarter ended June 30, 1999
and incorporated herein by this reference)

Certificate of Designation, Number, Powers, Preferences and 4.11**
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)

Certificate of Decrease of Shares Designated as Series G Convertible 4.12**
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)

Certificate of Increase of Shares Designated as Series H Convertible 4.13**
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)

Certificate of Amendment of Amended and Restated Certificate of 4.14**
Incorporation of Regent Communications, Inc. filed with the

II-6

Delaware Secretary of State on November 19, 1999 (previously filed
as Exhibit 3(b) to the Registrant's Form 10-Q for the quarter ended
June 30, 2001 and incorporated herein by this reference)

Certificate of Designation, Number, Powers Preferences and Relative, 4.15**
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 (previously filed as Exhibit 3(g) to
Amendment No. 1 to the Registrants Form S-1 Registration Statement
No. 333-91703 filed December 29, 1999 and incorporated herein by
this reference)

Certificate of Amendment of Amended and Restated Certificate of Incorporation 4.16**
of Regent Communications, Inc. filed with the Delaware Secretary of State
on March 13, 2002 (previously filed as Exhibit 3(h) to the Registrant's
Form 10-K for the year ended December 31, 2001 and incorporated herein
by this reference)

Amended and Restated By-Laws of Regent Communications, Inc. 4.17**
(previously filed as Exhibit 3(b) to Amendment No. 1 to the
Registrant's Form S-4 Registration Statement No. 333-46435
filed April 8, 1999 and incorporated herein by this reference)

Amendments to By-Laws of Regent Communications, Inc. 4.18**
adopted December 13, 1999 (previously filed as Exhibit 3(h) to
Amendment No. 1 to the Registrant's Form S-1 Registration
Statement No. 333-91703 filed December 29, 1999 and
incorporated herein by this reference)

Stock Purchase Agreement dated June 15, 1998 among Regent Communications, 4.19**
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 Cities 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)

Registration Rights Agreement dated June 15, 1998 among Regent 4.20**
Communications, Inc., PNC Bank, N.A., 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 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)

Warrant for the Purchase of 650,000 Shares of Common Stock issued 4.21*
by Regent Communications, Inc. to Waller-Sutton Media Partners,

II-7

L.P. dated June 15, 1998 (See Note 2 below) (previously filed as
Exhibit 4(f) to the Registrant's Form 8-K filed June 30, 1998 and
incorporated herein by this reference)

Stock Purchase Agreement dated June 21, 1999 between Regent 4.22**
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 3 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)

Stock Purchase Agreement dated June 21, 1999, among Regent 4.23**
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)

Stock Purchase Agreement dated as of August 31, 1999 among Regent 4.24**
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)

First Amendment to Registration Rights Agreement dated as of August 4.25**
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)

Second Amendment to Registration Rights Agreement dated as of 4.26**
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

II-8

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 (previously filed as Exhibit 4(hh) to Amendment No. 1 to the
Registrant's Form S-1 Registration Statement No. 333-91703 filed
December 29, 1999 and incorporated herein by this reference)

Third Amended and Restated Stockholders' Agreement dated as 4.27**
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 (previously filed as Exhibit
4(ii) to Amendment No. 1 to the Registrant's Form S-1 Registration
Statement No. 333-91703 filed December 29, 1999 and incorporated
herein by this reference)

Stock Purchase Agreement dated as of November 24, 1999, 4.28**
between Regent Communications, Inc. and Blue Chip Capital Fund
III Limited Partnership (see Note 4 below) (previously filed as
Exhibit 4(jj) to Amendment No. 1 to the Registrant's Form S-1
Registration Statement filed December 29, 1999 and incorporated
herein by this reference)

Registration Rights Agreement, dated as of August 28, 2001, 4.29**
between Regent Communications, Inc. and Bayard H. Walters
(previously filed as Exhibit 10(a) to the Registrant's Form 10-Q for the
quarter ended September 30, 2001 and incorporated herein by this
reference)

Third Amendment to Registration Rights Agreement, dated August 4.30**
28, 2001, among Regent Communications, Inc. and the Stockholders
who are signatories thereto (previously filed as Exhibit 10(b) to the
Registrant's Form 10-Q for the quarter ended September 30, 2001
and incorporated herein by this reference)

Fourth Amendment to Registration Rights Agreement dated as of 4.31**
November 26,2001, among Regent Communications, Inc. and the

II-9

Stockholders who are signatories thereto (previously filed as Exhibit
10(t) to the Registrant's Form 10-K for the year ended December 31,
2001 and Incorporated herein by this reference)

Form of Stock Purchase Agreement dated as of November 26, 2001 4.32**
(see Note 5 below) (previously filed as Exhibit 10.1 to the Registrant's
Form S-3 Registration Statement No. 333-74704 filed December 6, 2001
and incorporated herein by reference)

Registration Rights Agreement dated as of January 7, 2002, between 4.33**
Regent Communications, Inc. and ComCorp of Lafayette, Inc. (previously
filed as Exhibit 10(u) to the Registrant's Form 10-K for the year ended
December 31, 2001 and incorporated herein by reference)

Registration Rights Agreement dated as of January 7, 2002, between 4.34**
Regent Communications, Inc. and Abbeville Broadcasting Service, Inc.
(previously filed as Exhibit 10(v) to the Registrant's Form 10-K for the year
ended December 31, 2001 and incorporated herein by reference)

Form of Senior Debt Indenture of Regent Communications, Inc. 4.35***

Form of Subordinated Debt Indenture of Regent Communications, Inc. 4.36***

Form of Senior Debt Indenture of Regent Broadcasting, Inc. 4.37***

Form of Subordinated Debt Indenture of Regent Broadcasting, Inc. 4.38***

Form of Warrant Agreement 4.39*

Form of Deposit Agreement 4.40*

Form of Stock Purchase Contract 4.41*

Opinion of Graydon Head & Ritchey LLP 5.1

Statements re: Computation of Ratios 12.1

Consent of Graydon Head & Ritchey LLP 23.1
(Included in Exhibit 5.1)

Consent of PricewaterhouseCoopers, LLP 23.2

A power of attorney in which various individuals authorized 24.1
the signing of their names to any and all amendments to
this Registration Statement and other documents submitted
in connection herewith was contained on the first page of
the signature pages following Part II of this Registration
Statement as originally filed

II-10

Statement of Eligibility of Trustee 25.1****
- ------------------------------

* To be filed, as applicable to a particular offering of securities, as
an exhibit to a Current Report on Form 8-K and incorporated herein by
reference thereto.
** Incorporated by reference.

*** Previously filed.

**** To be filed pursuant to Section 305(b)(2) of the Trust Indenture Act of
1939.

NOTES
- -----

1. Seven substantially identical notes were made by Regent Broadcasting,
Inc. as follows:

Original Holder Principal Amount
- --------------- ----------------

General Electric Capital Corporation $22,000,000
Dresdner Bank AG, New York and Cayman Islands Branches $22,000,000
Mercantile Bank National Association $16,000,000
U.S. Bank National Association $10,000,000
Summit Bank $10,000,000
Michigan National Bank $10,000,000
The CIT Group Equipment Financing, Inc. $10,000,000

2. Six substantially identical warrants for the purchase of shares of
Registrant's common stock were issued as follows:

Holder Common Shares
- ------ -------------

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

3. Two substantially identical stock purchase agreements were entered into
for the purchase of Series H convertible preferred stock as follows:

Purchaser Shares
- --------- ------

Blue Chip Capital Fund II Limited Partnership 363,636
PNC Bank, N.A., as trustee 181,818

4. Four substantially identical stock purchase agreements were entered
into for the purchase of Series K convertible preferred stock as
follows:

Purchaser Shares
- --------- ------

WPG Corporate Development Associates
V, L.L.C. and WPG Corporate Development
---
Associates V (Overseas), L.P. 181,818
PNC Bank, N.A., Custodian 181,818
Mesirow Capital Partners VII1 818,181

II-11

The Prudential Insurance Company of America 1,000,000

5. Twenty-two substantially identical stock purchase agreements were
entered into for the purchase of common stock as follows:

Purchaser Shares
- --------- ------

U.S. Bancorp Piper Jaffray Asset Management for Benefit of Milwaukee Foundation MicroCap 3,900
U.S. Bancorp Piper Jaffray Asset Management for Benefit of WM Chester Small Cap 400
U.S. Bancorp Piper Jaffray Asset Management for Benefit of First American MicroCap Fund 211,500
U.S. Bancorp Piper Jaffray Asset Management for Benefit of Frantschi MicroCap 11,300
U.S. Bancorp Piper Jaffray Asset Management for Benefit of ES Tallmadge Res. 500
U.S. Bancorp Piper Jaffray Asset Management for Benefit of Posner Partners MicroCap 5,600
U.S. Bancorp Piper Jaffray Asset Management for Benefit of Jane Petit MicroCap 500
Firstar Bank NA, Agent Lyndhurst Associates MicroCap Fund 13,300
Marshall & Isley Trust Company Custodian for the Milwaukee Jewish Federation 3,000
Edge Capital, L.P. 100,000
Pogue Capital International, LTD. 52,000
Oxa Trade & Finance, Inc. 35,000
Coditec International LTD - E - VBL 13,000
Blue Chip Capital Fund III Limited Partnership 200,000
Silverfin & Company 12,800
Capital Blue Cross Retirement Plan 3,200
Clippership & Company 90,800
Pitt & Company 83,000
Mellon Trust Company Trustee for NYNEX Master Pension Trust 45,900
Capital Blue Cross 3,800
Silverbass & Company 4,900
Palmsail & Company 5,600

ITEM 17. UNDERTAKINGS

(a) The undersigned Registrant hereby undertakes:

(1)To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act.

(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of the securities offered (if
the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the
low or high end of the estimated maximum offering range may
be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
Registration Statement; and

II-12

(iii) To include any material information with respect to
the Plan of Distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement.

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the Registration Statement is on Form S-3, Form S-8
or Form F-3, and the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by Regent pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.

(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment 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.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement 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.

(c) 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 Securities Act
of 1933 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, 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 of 1933 and will be governed by the final adjudication of such issue.

(d) The undersigned registrant hereby undertakes to file an application for the
purpose of determining the eligibility of the trustee to act under subsection
(a) of section 310 of the Trust Indenture Act ("Act") in accordance with the
rules and regulations prescribed by the Commission under section 305(b)(2) of
the Act.

(e) The undersigned registrant hereby undertakes that:

(1) 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.

(2) 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

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-3, and has duly caused this Amendment No.
1 to Registration Statement No. 333-84548 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on April 8, 2002.

REGENT COMMUNICATIONS, INC.

By: /s/ TERRY S. JACOBS
----------------------------------------
Terry S. Jacobs
Chairman of the Board and Chief
Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to Registration Statement No. 333-84548 has been signed by the
following persons in the capacities and on the dates indicated.

Principal Executive Officer:

/s/ TERRY S. JACOBS Date: April 8, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Treasurer

Principal Financial Officer and Principal
Accounting Officer:

/s/ ANTHONY A. VASCONCELLOS Date: April 8, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer

II-14

Directors of the Company:

/s/ JOEL M. FAIRMAN* Date: April 8, 2002
- ----------------------------------------------
Joel M. Fairman

/s/ KENNETH J. HANAU* Date: April 8, 2002
- ----------------------------------------------
Kenneth J. Hanau

/s/ WILLIAM H. INGRAM* Date: April 8, 2002
- ----------------------------------------------
William H. Ingram

/s/ TERRY S. JACOBS Date: April 8, 2002
- ----------------------------------------------
Terry S. Jacobs

/s/ R. GLEN MAYFIELD* Date: April 8, 2002
- ----------------------------------------------
R. Glen Mayfield

/s/ RICHARD H. PATTERSON* Date: April 8, 2002
- ----------------------------------------------
Richard H. Patterson

/s/ WILLIAM L. STAKELIN Date: April 8, 2002
- ----------------------------------------------
William L. Stakelin

/s/ WILLIAM P. SUTTER, JR.* Date: April 8, 2002
- ----------------------------------------------
William P. Sutter, Jr.

Date:
- ----------------------------------------------
John H. Wyant

* /s/ TERRY S. JACOBS
- ----------------------------------------------
Terry S. Jacobs
as attorney-in-fact pursuant to a
power of attorney previously filed

II-15

SIGNATURES

REGENT BROADCASTING, INC.

By: /s/ TERRY S. JACOBS
--------------------------------------
Terry S. Jacobs
Chairman of the Board and Chief
Executive Officer

Principal Executive Officer:

/s/ TERRY S. JACOBS Date: April 8, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Treasurer

Principal Financial Officer and Principal
Accounting Officer:

/s/ ANTHONY A. VASCONCELLOS Date: April 8, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer

Directors of the Company:

/s/ TERRY S. JACOBS Date: April 8, 2002
- ----------------------------------------------
Terry S. Jacobs

/s/ WILLIAM L. STAKELIN Date: April 8, 2002
- ----------------------------------------------
William L. Stakelin

II-16

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-3, and has duly caused this Amendment No.
1 Registration Statement No. 333-84548 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on April 8, 2002.

REGENT BROADCASTING OF ALBANY, INC.

By: /s/ TERRY S. JACOBS
------------------------------------
Terry S. Jacobs
Chairman of the Board and Chief
Executive Officer

Principal Executive Officer:

/s/ TERRY S. JACOBS Date: April 8, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Treasurer

Principal Financial Officer and Principal
Accounting Officer:

/s/ ANTHONY A. VASCONCELLOS Date: April 8, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer

Directors of the Company:

/s/ TERRY S. JACOBS Date: April 8, 2002
- ----------------------------------------------
Terry S. Jacobs

/s/ WILLIAM L. STAKELIN Date: April 8, 2002
- ----------------------------------------------
William L. Stakelin

II-17

SIGNATURES

REGENT BROADCASTING OF CHICO, INC.

By: /s/ TERRY S. JACOBS
---------------------------------
Terry S. Jacobs
Chairman of the Board and Chief
Executive Officer

Principal Executive Officer:

/s/ TERRY S. JACOBS Date: April 8, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Treasurer

Principal Financial Officer and Principal
Accounting Officer:

/s/ ANTHONY A. VASCONCELLOS Date: April 8, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer

Directors of the Company:

/s/ TERRY S. JACOBS Date: April 8, 2002
- ----------------------------------------------
Terry S. Jacobs

/s/ WILLIAM L. STAKELIN Date: April 8, 2002
- ----------------------------------------------
William L. Stakelin

II-18

SIGNATURES

REGENT BROADCASTING OF EL PASO, INC.

By: /s/ TERRY S. JACOBS
---------------------------------
Terry S. Jacobs
Chairman of the Board and Chief
Executive Officer

Principal Executive Officer:

/s/ TERRY S. JACOBS Date: April 8, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Treasurer

Principal Financial Officer and Principal
Accounting Officer:

/s/ ANTHONY A. VASCONCELLOS Date: April 8, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer

Directors of the Company:

/s/ TERRY S. JACOBS Date: April 8, 2002
- ----------------------------------------------
Terry S. Jacobs

/s/ WILLIAM L. STAKELIN Date: April 8, 2002
- ----------------------------------------------
William L. Stakelin

II-19

SIGNATURES

REGENT BROADCASTING OF ERIE, INC.

By: /s/ TERRY S. JACOBS
---------------------------------
Terry S. Jacobs
Chairman of the Board and Chief
Executive Officer

Principal Executive Officer:

/s/ TERRY S. JACOBS Date: April 8, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Treasurer

Principal Financial Officer and Principal
Accounting Officer:

/s/ ANTHONY A. VASCONCELLOS Date: April 8, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer

Directors of the Company:

/s/ TERRY S. JACOBS Date: April 8, 2002
- ----------------------------------------------
Terry S. Jacobs

/s/ WILLIAM L. STAKELIN Date: April 8, 2002
- ----------------------------------------------
William L. Stakelin

II-20

SIGNATURES

REGENT BROADCASTING OF FLAGSTAFF, INC.

By: /s/ TERRY S. JACOBS
---------------------------------
Terry S. Jacobs
Chairman of the Board and Chief
Executive Officer

Principal Executive Officer:

/s/ TERRY S. JACOBS Date: April 8, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Treasurer

Principal Financial Officer and Principal
Accounting Officer:

/s/ ANTHONY A. VASCONCELLOS Date: April 8, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer

Directors of the Company:

/s/ TERRY S. JACOBS Date: April 8, 2002
- ----------------------------------------------
Terry S. Jacobs

/s/ WILLIAM L. STAKELIN Date: April 8, 2002
- ----------------------------------------------
William L. Stakelin

II-21

SIGNATURES

REGENT BROADCASTING OF FLINT, INC.

By: /s/ TERRY S. JACOBS
---------------------------------
Terry S. Jacobs
Chairman of the Board and Chief
Executive Officer

Principal Executive Officer:

/s/ TERRY S. JACOBS Date: April 8, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Treasurer

Principal Financial Officer and Principal
Accounting Officer:

/s/ ANTHONY A. VASCONCELLOS Date: April 8, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer

Directors of the Company:

/s/ TERRY S. JACOBS Date: April 8, 2002
- ----------------------------------------------
Terry S. Jacobs

/s/ WILLIAM L. STAKELIN Date: April 8, 2002
- ----------------------------------------------
William L. Stakelin

II-22

SIGNATURES

REGENT BROADCASTING OF GRAND RAPIDS, INC.

By: /s/ TERRY S. JACOBS
---------------------------------
Terry S. Jacobs
Chairman of the Board and Chief
Executive Officer

Principal Executive Officer:

/s/ TERRY S. JACOBS Date: April 8, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Treasurer

Principal Financial Officer and Principal
Accounting Officer:

/s/ ANTHONY A. VASCONCELLOS Date: April 8, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer

Directors of the Company:

/s/ TERRY S. JACOBS Date: April 8, 2002
- ----------------------------------------------
Terry S. Jacobs

/s/ WILLIAM L. STAKELIN Date: April 8, 2002
- ----------------------------------------------
William L. Stakelin

II-23

SIGNATURES

REGENT BROADCASTING OF KINGMAN, INC.

By: /s/ TERRY S. JACOBS
---------------------------------
Terry S. Jacobs
Chairman of the Board and Chief
Executive Officer

Principal Executive Officer:

/s/ TERRY S. JACOBS Date: April 8, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Treasurer

Principal Financial Officer and Principal
Accounting Officer:

/s/ ANTHONY A. VASCONCELLOS Date: April 8, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer

Directors of the Company:

/s/ TERRY S. JACOBS Date: April 8, 2002
- ----------------------------------------------
Terry S. Jacobs

/s/ WILLIAM L. STAKELIN Date: April 8, 2002
- ----------------------------------------------
William L. Stakelin

II-24

SIGNATURES

REGENT BROADCASTING OF LAFAYETTE, INC.

By: /s/ TERRY S. JACOBS
---------------------------------
Terry S. Jacobs
Chairman of the Board and Chief
Executive Officer

Principal Executive Officer:

/s/ TERRY S. JACOBS Date: April 8, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Treasurer

Principal Financial Officer and Principal
Accounting Officer:

/s/ ANTHONY A. VASCONCELLOS Date: April 8, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer

Directors of the Company:

/s/ TERRY S. JACOBS Date: April 8, 2002
- ----------------------------------------------
Terry S. Jacobs

/s/ WILLIAM L. STAKELIN Date: April 8, 2002
- ----------------------------------------------
William L. Stakelin

II-25

SIGNATURES

REGENT BROADCASTING OF LAKE TAHOE, INC.

By: /s/ TERRY S. JACOBS
---------------------------------
Terry S. Jacobs
Chairman of the Board and Chief
Executive Officer

Principal Executive Officer:

/s/ TERRY S. JACOBS Date: April 8, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Treasurer

Principal Financial Officer and Principal
Accounting Officer:

/s/ ANTHONY A. VASCONCELLOS Date: April 8, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer

Directors of the Company:

/s/ TERRY S. JACOBS Date: April 8, 2002
- ----------------------------------------------
Terry S. Jacobs

/s/ WILLIAM L. STAKELIN Date: April 8, 2002
- ----------------------------------------------
William L. Stakelin

II-26

SIGNATURES

REGENT BROADCASTING OF LEXINGTON, INC.

By: /s/ TERRY S. JACOBS
---------------------------------
Terry S. Jacobs
Chairman of the Board and Chief
Executive Officer

Principal Executive Officer:

/s/ TERRY S. JACOBS Date: April 8, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Treasurer

Principal Financial Officer and Principal
Accounting Officer:

/s/ ANTHONY A. VASCONCELLOS Date: April 8, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer

Directors of the Company:

/s/ TERRY S. JACOBS Date: April 8, 2002
- ----------------------------------------------
Terry S. Jacobs

/s/ WILLIAM L. STAKELIN Date: April 8, 2002
- ----------------------------------------------
William L. Stakelin

II-27

SIGNATURES

REGENT BROADCASTING OF MANSFIELD, INC.

By: /s/ TERRY S. JACOBS
---------------------------------
Terry S. Jacobs
Chairman of the Board and Chief
Executive Officer

Principal Executive Officer:

/s/ TERRY S. JACOBS Date: April 8, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Treasurer

Principal Financial Officer and Principal
Accounting Officer:

/s/ ANTHONY A. VASCONCELLOS Date: April 8, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer

Directors of the Company:

/s/ TERRY S. JACOBS Date: April 8, 2002
- ----------------------------------------------
Terry S. Jacobs

/s/ WILLIAM L. STAKELIN Date: April 8, 2002
- ----------------------------------------------
William L. Stakelin

II-28

SIGNATURES

REGENT BROADCASTING OF PALMDALE, INC.

By: /s/ TERRY S. JACOBS
---------------------------------
Terry S. Jacobs
Chairman of the Board and Chief
Executive Officer

Principal Executive Officer:

/s/ TERRY S. JACOBS Date: April 8, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Treasurer

Principal Financial Officer and Principal
Accounting Officer:

/s/ ANTHONY A. VASCONCELLOS Date: April 8, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer

Directors of the Company:

/s/ TERRY S. JACOBS Date: April 8, 2002
- ----------------------------------------------
Terry S. Jacobs

/s/ WILLIAM L. STAKELIN Date: April 8, 2002
- ----------------------------------------------
William L. Stakelin

II-29

SIGNATURES

REGENT BROADCASTING OF PEORIA, INC.

By: /s/ TERRY S. JACOBS
---------------------------------
Terry S. Jacobs
Chairman of the Board and Chief
Executive Officer

Principal Executive Officer:

/s/ TERRY S. JACOBS Date: April 8, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Treasurer

Principal Financial Officer and Principal
Accounting Officer:

/s/ ANTHONY A. VASCONCELLOS Date: April 8, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer

Directors of the Company:

/s/ TERRY S. JACOBS Date: April 8, 2002
- ----------------------------------------------
Terry S. Jacobs

/s/ WILLIAM L. STAKELIN Date: April 8, 2002
- ----------------------------------------------
William L. Stakelin

II-30

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-3, and has duly caused this Amendment No.
1 to Registration Statement No 333-84548 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on April 8, 2002.

REGENT BROADCASTING OF REDDING, INC.

By: /s/ TERRY S. JACOBS
---------------------------------
Terry S. Jacobs
Chairman of the Board and Chief
Executive Officer

Principal Executive Officer:

/s/ TERRY S. JACOBS Date: April 8, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Treasurer

Principal Financial Officer and Principal
Accounting Officer:

/s/ ANTHONY A. VASCONCELLOS Date: April 8, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer

Directors of the Company:

/s/ TERRY S. JACOBS Date: April 8, 2002
- ----------------------------------------------
Terry S. Jacobs

/s/ WILLIAM L. STAKELIN Date: April 8, 2002
- ----------------------------------------------
William L. Stakelin

II-31

SIGNATURES

REGENT BROADCASTING OF SAN DIEGO, INC.

By: /s/ TERRY S. JACOBS
---------------------------------
Terry S. Jacobs
Chairman of the Board and Chief
Executive Officer

Principal Executive Officer:

/s/ TERRY S. JACOBS Date: April 8, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Treasurer

Principal Financial Officer and Principal
Accounting Officer:

/s/ ANTHONY A. VASCONCELLOS Date: April 8, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer

Directors of the Company:

/s/ TERRY S. JACOBS Date: April 8, 2002
- ----------------------------------------------
Terry S. Jacobs

/s/ WILLIAM L. STAKELIN Date: April 8, 2002
- ----------------------------------------------
William L. Stakelin

II-32

SIGNATURES

REGENT BROADCASTING OF SOUTH CAROLINA, INC.

By: /s/ TERRY S. JACOBS
---------------------------------
Terry S. Jacobs
Chairman of the Board and Chief
Executive Officer

Principal Executive Officer:

/s/ TERRY S. JACOBS Date: April 8, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Treasurer

Principal Financial Officer and Principal
Accounting Officer:

/s/ ANTHONY A. VASCONCELLOS Date: April 8, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer

Directors of the Company:

/s/ TERRY S. JACOBS Date: April 8, 2002
- ----------------------------------------------
Terry S. Jacobs

/s/ WILLIAM L. STAKELIN Date: April 8, 2002
- ----------------------------------------------
William L. Stakelin

II-33

SIGNATURES

REGENT BROADCASTING OF ST. CLOUD, INC.

By: /s/ TERRY S. JACOBS
---------------------------------
Terry S. Jacobs
Chairman of the Board and Chief
Executive Officer

Principal Executive Officer:

/s/ TERRY S. JACOBS Date: April 8, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Treasurer

Principal Financial Officer and Principal
Accounting Officer:

/s/ ANTHONY A. VASCONCELLOS Date: April 8, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer

Directors of the Company:

/s/ TERRY S. JACOBS Date: April 8, 2002
- ----------------------------------------------
Terry S. Jacobs

/s/ WILLIAM L. STAKELIN Date: April 8, 2002
- ----------------------------------------------
William L. Stakelin

II-34

SIGNATURES

REGENT BROADCASTING OF ST. CLOUD II, INC.

By: /s/ TERRY S. JACOBS
---------------------------------
Terry S. Jacobs
Chairman of the Board and Chief
Executive Officer

Principal Executive Officer:

/s/ TERRY S. JACOBS Date: April 8, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Treasurer

Principal Financial Officer and Principal
Accounting Officer:

/s/ ANTHONY A. VASCONCELLOS Date: April 8, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer

Directors of the Company:

/s/ TERRY S. JACOBS Date: April 8, 2002
- ----------------------------------------------
Terry S. Jacobs

/s/ WILLIAM L. STAKELIN Date: April 8, 2002
- ----------------------------------------------
William L. Stakelin

II-35

SIGNATURES

REGENT BROADCASTING OF UTICA/ROME, INC.

By: /s/ TERRY S. JACOBS
---------------------------------
Terry S. Jacobs
Chairman of the Board and Chief
Executive Officer

Principal Executive Officer:

/s/ TERRY S. JACOBS Date: April 8, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Treasurer

Principal Financial Officer and Principal
Accounting Officer:

/s/ ANTHONY A. VASCONCELLOS Date: April 8, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer

Directors of the Company:

/s/ TERRY S. JACOBS Date: April 8, 2002
- ----------------------------------------------
Terry S. Jacobs

/s/ WILLIAM L. STAKELIN Date: April 8, 2002
- ----------------------------------------------
William L. Stakelin

II-36

SIGNATURES

REGENT BROADCASTING OF WATERTOWN, INC.

By: /s/ TERRY S. JACOBS
---------------------------------
Terry S. Jacobs
Chairman of the Board and Chief
Executive Officer

Principal Executive Officer:

/s/ TERRY S. JACOBS Date: April 8, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Treasurer

Principal Financial Officer and Principal
Accounting Officer:

/s/ ANTHONY A. VASCONCELLOS Date: April 8, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer

Directors of the Company:

/s/ TERRY S. JACOBS Date: April 8, 2002
- ----------------------------------------------
Terry S. Jacobs

/s/ WILLIAM L. STAKELIN Date: April 8, 2002
- ----------------------------------------------
William L. Stakelin

II-37

SIGNATURES

REGENT BROADCASTING MIDWEST, INC.

By: /s/ TERRY S. JACOBS
---------------------------------
Terry S. Jacobs
Chairman of the Board and Chief
Executive Officer

Principal Executive Officer:

/s/ TERRY S. JACOBS Date: April 8, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Treasurer

Principal Financial Officer and Principal
Accounting Officer:

/s/ ANTHONY A. VASCONCELLOS Date: April 8, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer

Directors of the Company:

/s/ TERRY S. JACOBS Date: April 8, 2002
- ----------------------------------------------
Terry S. Jacobs

/s/ WILLIAM L. STAKELIN Date: April 8, 2002
- ----------------------------------------------
William L. Stakelin

II-38

SIGNATURES

REGENT BROADCASTING WEST COAST, INC.

By: /s/ TERRY S. JACOBS
---------------------------------
Terry S. Jacobs
Chairman of the Board and Chief
Executive Officer

Principal Executive Officer:

/s/ TERRY S. JACOBS Date: April 8, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Treasurer

Principal Financial Officer and Principal
Accounting Officer:

/s/ ANTHONY A. VASCONCELLOS Date: April 8, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer

Directors of the Company:

/s/ TERRY S. JACOBS Date: April 8, 2002
- ----------------------------------------------
Terry S. Jacobs

/s/ WILLIAM L. STAKELIN Date: April 8, 2002
- ----------------------------------------------
William L. Stakelin

II-39

SIGNATURES

REGENT LICENSEE OF CHICO, INC.

By: /s/ TERRY S. JACOBS
--------------------------------
Terry S. Jacobs
Chairman of the Board and Chief
Executive Officer

Principal Executive Officer:

/s/ TERRY S. JACOBS Date: April 8, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Treasurer

Principal Financial Officer and Principal
Accounting Officer:

/s/ ANTHONY A. VASCONCELLOS Date: April 8, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer

Directors of the Company:

/s/ TERRY S. JACOBS Date: April 8, 2002
- ----------------------------------------------
Terry S. Jacobs

/s/ WILLIAM L. STAKELIN Date: April 8, 2002
- ----------------------------------------------
William L. Stakelin

II-40

SIGNATURES

REGENT LICENSEE OF EL PASO, INC.

By: /s/ TERRY S. JACOBS
---------------------------------
Terry S. Jacobs
Chairman of the Board and Chief
Executive Officer

Principal Executive Officer:

/s/ TERRY S. JACOBS Date: April 8, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Treasurer

Principal Financial Officer and Principal
Accounting Officer:

/s/ ANTHONY A. VASCONCELLOS Date: April 8, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer

Directors of the Company:

/s/ TERRY S. JACOBS Date: April 8, 2002
- ----------------------------------------------
Terry S. Jacobs

/s/ WILLIAM L. STAKELIN Date: April 8, 2002
- ----------------------------------------------
William L. Stakelin

II-41

SIGNATURES

REGENT LICENSEE OF ERIE, INC.

By: /s/ TERRY S. JACOBS
---------------------------------
Terry S. Jacobs
Chairman of the Board and Chief
Executive Officer

Principal Executive Officer:

/s/ TERRY S. JACOBS Date: April 8, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Treasurer

Principal Financial Officer and Principal
Accounting Officer:

/s/ ANTHONY A. VASCONCELLOS Date: April 8, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer

Directors of the Company:

/s/ TERRY S. JACOBS Date: April 8, 2002
- ----------------------------------------------
Terry S. Jacobs

/s/ WILLIAM L. STAKELIN Date: April 8, 2002
- ----------------------------------------------
William L. Stakelin

II-42

SIGNATURES

REGENT LICENSEE OF FLAGSTAFF, INC.

By: /s/ TERRY S. JACOBS
---------------------------------
Terry S. Jacobs
Chairman of the Board and Chief
Executive Officer

Principal Executive Officer:

/s/ TERRY S. JACOBS Date: April 8, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Treasurer

Principal Financial Officer and Principal
Accounting Officer:

/s/ ANTHONY A. VASCONCELLOS Date: April 8, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer

Directors of the Company:

/s/ TERRY S. JACOBS Date: April 8, 2002
- ----------------------------------------------
Terry S. Jacobs

/s/ WILLIAM L. STAKELIN Date: April 8, 2002
- ----------------------------------------------
William L. Stakelin

II-43

SIGNATURES

REGENT LICENSEE OF KINGMAN, INC.

By: /s/ TERRY S. JACOBS
---------------------------------
Terry S. Jacobs
Chairman of the Board and Chief
Executive Officer

Principal Executive Officer:

/s/ TERRY S. JACOBS Date: April 8, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Treasurer

Principal Financial Officer and Principal
Accounting Officer:

/s/ ANTHONY A. VASCONCELLOS Date: April 8, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer

Directors of the Company:

/s/ TERRY S. JACOBS Date: April 8, 2002
- ----------------------------------------------
Terry S. Jacobs

/s/ WILLIAM L. STAKELIN Date: April 8, 2002
- ----------------------------------------------
William L. Stakelin

II-44

SIGNATURES

REGENT LICENSEE OF LAKE TAHOE, INC.

By: /s/ TERRY S. JACOBS
---------------------------------
Terry S. Jacobs
Chairman of the Board and Chief
Executive Officer

Principal Executive Officer:

/s/ TERRY S. JACOBS Date: April 8, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Treasurer

Principal Financial Officer and Principal
Accounting Officer:

/s/ ANTHONY A. VASCONCELLOS Date: April 8, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer

Directors of the Company:

/s/ TERRY S. JACOBS Date: April 8, 2002
- ----------------------------------------------
Terry S. Jacobs

/s/ WILLIAM L. STAKELIN Date: April 8, 2002
- ----------------------------------------------
William L. Stakelin

II-45

SIGNATURES

REGENT LICENSEE OF LEXINGTON, INC.

By: /s/ TERRY S. JACOBS
---------------------------------
Terry S. Jacobs
Chairman of the Board and Chief
Executive Officer

Principal Executive Officer:

/s/ TERRY S. JACOBS Date: April 8, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Treasurer

Principal Financial Officer and Principal
Accounting Officer:

/s/ ANTHONY A. VASCONCELLOS Date: April 8, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer

Directors of the Company:

/s/ TERRY S. JACOBS Date: April 8, 2002
- ----------------------------------------------
Terry S. Jacobs

/s/ WILLIAM L. STAKELIN Date: April 8, 2002
- ----------------------------------------------
William L. Stakelin

II-46

SIGNATURES

REGENT LICENSEE OF MANSFIELD, INC.

By: /s/ TERRY S. JACOBS
---------------------------------
Terry S. Jacobs
Chairman of the Board and Chief
Executive Officer

Principal Executive Officer:

/s/ TERRY S. JACOBS Date: April 8, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Treasurer

Principal Financial Officer and Principal
Accounting Officer:

/s/ ANTHONY A. VASCONCELLOS Date: April 8, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer

Directors of the Company:

/s/ TERRY S. JACOBS Date: April 8, 2002
- ----------------------------------------------
Terry S. Jacobs

/s/ WILLIAM L. STAKELIN Date: April 8, 2002
- ----------------------------------------------
William L. Stakelin

II-47

SIGNATURES

REGENT LICENSEE OF PALMDALE, INC.

By: /s/ TERRY S. JACOBS
---------------------------------
Terry S. Jacobs
Chairman of the Board and Chief
Executive Officer

Principal Executive Officer:

/s/ TERRY S. JACOBS Date: April 8, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Treasurer

Principal Financial Officer and Principal
Accounting Officer:

/s/ ANTHONY A. VASCONCELLOS Date: April 8, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer

Directors of the Company:

/s/ TERRY S. JACOBS Date: April 8, 2002
- ----------------------------------------------
Terry S. Jacobs

/s/ WILLIAM L. STAKELIN Date: April 8, 2002
- ----------------------------------------------
William L. Stakelin

II-48

SIGNATURES

REGENT LICENSEE OF REDDING, INC.

By: /s/ TERRY S. JACOBS
---------------------------------
Terry S. Jacobs
Chairman of the Board and Chief
Executive Officer

Principal Executive Officer:

/s/ TERRY S. JACOBS Date: April 8, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Treasurer

Principal Financial Officer and Principal
Accounting Officer:

/s/ ANTHONY A. VASCONCELLOS Date: April 8, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer

Directors of the Company:

/s/ TERRY S. JACOBS Date: April 8, 2002
- ----------------------------------------------
Terry S. Jacobs

/s/ WILLIAM L. STAKELIN Date: April 8, 2002
- ----------------------------------------------
William L. Stakelin

II-49

SIGNATURES

REGENT LICENSEE OF SAN DIEGO, INC.

By: /s/ TERRY S. JACOBS
---------------------------------
Terry S. Jacobs
Chairman of the Board and Chief
Executive Officer

Principal Executive Officer:

/s/ TERRY S. JACOBS Date: April 8, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Treasurer

Principal Financial Officer and Principal
Accounting Officer:

/s/ ANTHONY A. VASCONCELLOS Date: April 8, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer

Directors of the Company:

/s/ TERRY S. JACOBS Date: April 8, 2002
- ----------------------------------------------
Terry S. Jacobs

/s/ WILLIAM L. STAKELIN Date: April 8, 2002
- ----------------------------------------------
William L. Stakelin

II-50

SIGNATURES

REGENT LICENSEE OF SOUTH CAROLINA, INC.

By: /s/ TERRY S. JACOBS
---------------------------------
Terry S. Jacobs
Chairman of the Board and Chief
Executive Officer

Principal Executive Officer:

/s/ TERRY S. JACOBS Date: April 8, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Treasurer

Principal Financial Officer and Principal
Accounting Officer:

/s/ ANTHONY A. VASCONCELLOS Date: April 8, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer

Directors of the Company:

/s/ TERRY S. JACOBS Date: April 8, 2002
- ----------------------------------------------
Terry S. Jacobs

/s/ WILLIAM L. STAKELIN Date: April 8, 2002
- ----------------------------------------------
William L. Stakelin

II-51

SIGNATURES

REGENT LICENSEE OF ST. CLOUD, INC.

By: /s/ TERRY S. JACOBS
---------------------------------
Terry S. Jacobs
Chairman of the Board and Chief
Executive Officer

Principal Executive Officer:

/s/ TERRY S. JACOBS Date: April 8, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Treasurer

Principal Financial Officer and Principal
Accounting Officer:

/s/ ANTHONY A. VASCONCELLOS Date: April 8, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer

Directors of the Company:

/s/ TERRY S. JACOBS Date: April 8, 2002
- ----------------------------------------------
Terry S. Jacobs

/s/ WILLIAM L. STAKELIN Date: April 8, 2002
- ----------------------------------------------
William L. Stakelin

II-52

SIGNATURES

REGENT LICENSEE OF UTICA/ROME, INC.

By: /s/ TERRY S. JACOBS
---------------------------------
Terry S. Jacobs
Chairman of the Board and Chief
Executive Officer

Principal Executive Officer:

/s/ TERRY S. JACOBS Date: April 8, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Treasurer

Principal Financial Officer and Principal
Accounting Officer:

/s/ ANTHONY A. VASCONCELLOS Date: April 8, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer

Directors of the Company:

/s/ TERRY S. JACOBS Date: April 8, 2002
- ----------------------------------------------
Terry S. Jacobs

/s/ WILLIAM L. STAKELIN Date: April 8, 2002
- ----------------------------------------------
William L. Stakelin

II-53

SIGNATURES

REGENT LICENSEE OF WATERTOWN, INC.

By: /s/ TERRY S. JACOBS
---------------------------------
Terry S. Jacobs
Chairman of the Board and Chief
Executive Officer

Principal Executive Officer:

/s/ TERRY S. JACOBS Date: April 8, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Treasurer

Principal Financial Officer and Principal
Accounting Officer:

/s/ ANTHONY A. VASCONCELLOS Date: April 8, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer

Directors of the Company:

/s/ TERRY S. JACOBS Date: April 8, 2002
- ----------------------------------------------
Terry S. Jacobs

/s/ WILLIAM L. STAKELIN Date: April 8, 2002
- ----------------------------------------------
William L. Stakelin

II-54

SIGNATURES

REPCOM, INC.

By: /s/ TERRY S. JACOBS
---------------------------------
Terry S. Jacobs
Chairman of the Board and Chief
Executive Officer

Principal Executive Officer:

/s/ TERRY S. JACOBS Date: April 8, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Treasurer

Principal Financial Officer and Principal
Accounting Officer:

/s/ ANTHONY A. VASCONCELLOS Date: April 8, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer

Directors of the Company:

/s/ TERRY S. JACOBS Date: April 8, 2002
- ----------------------------------------------
Terry S. Jacobs

/s/ WILLIAM L. STAKELIN Date: April 8, 2002
- ----------------------------------------------
William L. Stakelin

II-55

SIGNATURES

SARTELL FM, INC.

By: /s/ TERRY S. JACOBS
---------------------------------
Terry S. Jacobs
Chairman of the Board and Chief
Executive Officer

Principal Executive Officer:

/s/ TERRY S. JACOBS Date: April 8, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Treasurer

Principal Financial Officer and Principal
Accounting Officer:

/s/ ANTHONY A. VASCONCELLOS Date: April 8, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer

Directors of the Company:

/s/ TERRY S. JACOBS Date: April 8, 2002
- ----------------------------------------------
Terry S. Jacobs

/s/ WILLIAM L. STAKELIN Date: April 8, 2002
- ----------------------------------------------
William L. Stakelin

II-56