Exhibit 4(C)



 





EXHIBIT 4(c)




FIRST AMENDMENT TO RIGHTS AGREEMENT




     This First Amendment (the “Amendment”), dated and effective as of February
27, 2004 and executed among Regent Communications, Inc., a Delaware
corporation, (the “Company”), Fifth Third Bank, an Ohio banking corporation
(“Fifth Third”) and Computershare Investor Services, LLC (“Computershare”), a
Delaware limited liability company, hereby amends the Rights Agreement between
the Company and Fifth Third dated as of May 19, 2003 (the “Rights Agreement”).



W I T N E S S E T H




     WHEREAS, the Company and Fifth Third previously entered into the Rights
Agreement, pursuant to which Fifth Third was appointed to serve as the Rights
Agent; and



     WHEREAS, Fifth Third has submitted notice of its resignation as Rights
Agent and the Company desires to accept such resignation and appoint
Computershare as successor Rights Agent under the Rights Agreement, and



     WHEREAS, in connection with the resignation of Fifth Third as Rights Agent
and the appointment of Computershare as successor Rights Agent, the Company,
Fifth Third and Computershare desire to amend the Rights Agreement in certain
respects.



     NOW, THEREFORE, in consideration of the promises and the mutual agreements
herein set forth, the parties agree as follows:



     Section 1. Resignation of Rights Agent. Fifth Third has resigned as
Rights Agent under the Rights Agreement and the Company hereby accepts Fifth
Third’s resignation.



     Section 2. Appointment of the Successor Rights Agent. The Company hereby
appoints Computershare as successor Rights Agent under the Rights Agreement and
Computershare hereby accepts such appointment.



     Section 3. Waiver of Prior Written Notice. The Company, Fifth Third and
Computershare each waive any requirements of prior written notice of a change
of the Rights Agent under the Rights Agreement.



     Section 4. Amendment of Rights Agreement. The Rights Agreement shall be
further amended as follows:



     (a) “Computershare Investor Services, LLC” shall be substituted throughout
the Rights Agreement, Exhibits and other attachments for “Fifth Third Bank,”
including substituting all abbreviations therefore.



     (b) Section 1(f) is hereby amended by deleting the definition of “Business
Day” in its entirety and substituting the following definition:



 









 






“Business Day” shall mean any day other than a Saturday, Sunday, or
a day on which the New York Stock Exchange is closed.



     (c) Section 21 of the Rights Agreement is hereby amended by deleting the
fifth sentence of that section in its entirety and substituting the following
sentence:




“Any successor Rights Agent, whether appointed by the Company or by
such a court, shall be (i) a Person organized under the laws of the
United States or a foreign jurisdiction and authorized to conduct
business under the laws of the United States or any state of the
United States, which is authorized under such laws to exercise
corporate trust, fiduciary or stockholder services powers and is
subject to supervision or examination by federal or state authority
and which has at the time of its appointment as Rights Agent a
combined capital and surplus of at least $10,000,000 or (ii) an
Affiliate controlled by a Person described in clause (ii) above.”



     (d) Section 21 of the Rights Agreement is further hereby amended by adding
to the seventh sentence of that section the phrase “if such appointment occurs
on or after the Distribution Date,” before the phrase “mail a notice thereof in
writing.”



     (e) Section 26 of the Rights Agreement is hereby amended by deleting the
address for notice or demand to be given to the Rights Agent by the Company and
substituting in lieu therefor the following:


Computershare Investor Services, LLC

Two North LaSalle Street

Chicago, Illinois 60602

Attention: Relationship Manager


with a copy to:


Computershare Investor Services, LLC

Two North LaSalle Street

Chicago, Illinois 60602

Attention: Cindy Nisley



     (f) Section 32 shall be modified to reflect that all provisions regarding
the rights, duties, and obligations of the Rights Agent shall be governed by
and construed in accordance with the laws of the State of Illinois.



     Section 5. Continued Effectiveness. The parties hereto hereby acknowledge
and agree that, except as specifically supplemented and amended, changed or
modified hereby, the Rights Agreement, as previously amended to the date
hereof, shall remain in full force and effect in accordance with its terms.



     Section 6. Execution in Counterparts. This Amendment may be executed in
any number of counterparts and each of such counterparts shall for all purposes
be deemed to be an original, and all such counterparts shall together
constitute one and the same instrument.



 









 





     Section 7. Terms. Except as otherwise expressly provided herein, or
unless the context otherwise requires, all terms used herein have the meanings
assigned to them in the Rights Agreement.



     Section 8. Receipt of Notices. Each of the parties hereto agrees that
this Amendment satisfies all notice requirements owed to each other pursuant to
the terms of the Rights Agreement and that no further notices are required to
any such party in order to effectuate the change in Rights Agent effectuated
hereby.



[Signature Page Follows]




 









 





     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and effective as of the day and year above written.

	 	 	 	 	 
	 	REGENT COMMUNICATIONS, INC.

 	 
	 	By  	/s/ Anthony A. Vasconcellos
 	 
	 	 	 	 
	 	Its  	Its Senior Vice President and
 	 
	 	  	Chief Financial Officer
 	 
	 
	 	FIFTH THIRD BANK

 	 
	 	By  	/s/ Geoffrey D. Anderson
 	 
	 	Its  	Its Assistant Vice President
 	 
	 
	 	COMPUTERSHARE INVESTOR

SERVICES, LLC

 	 
	 	By  	/s/ Cynthia Nisley
 	 
	 	Its  	Its Director, R.M.