S-4

As filed with the Securities and Exchange Commission on May 2, 2003

Registration Nos. 333-_______

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________

Form S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

___________________________________

Susquehanna Media Co.

(Exact name of registrant as specified in its charter)

Delaware
(State of Incorporation) 4841; 4832
(Primary Standard Industrial
Classification Number) 23-2722964
(I.R.S. Employer Identification No.)

140 E. Market Street
York, Pennsylvania 17401
(717) 848-5500
(Address, including zip code, and telephone number,
including area code, of registrants’ principal executive offices)

Craig W. Bremer
Secretary and General Counsel
140 E. Market Street
York, Pennsylvania 17401
(717) 848-5500
(Names and addresses, including zip codes, and telephone numbers,
including area codes, of agents for service)

It is respectfully requested that the Commission send copies of all notices,
orders and communications to:

Charles R. Monroe, Jr., Esq.
Andrew A. Gerber, Esq.
Hunton & Williams LLP
101 South Tryon Street
Charlotte, North Carolina 28280
(704) 378-4700
(704) 378-4894 (Fax)

     Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective and all other conditions to the proposed exchange offer described herein have been satisfied or waived.

     If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. o

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

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

CALCULATION OF REGISTRATION FEE

	Amount to be		Maximum Offering			Maximum Aggregate		Amount of
Title of Each Class of Securities to be Registered	Registered		Price Per Bond			Offering Price		Registration Fee
7 3/8% Senior Subordinated Notes Dues 2013	$	150,000,000		100	%	$	150,000,000	$	12,l35	(1)

(1) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457 under the Securities Act of 1933, as amended.

     The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant will file a further amendment which specifically states that this registration statement will thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement will become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

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

PROSPECTUS

Subject to Completion, dated May 2, 2003

$150,000,000

Offer to Exchange All Outstanding
7-3/8% Senior Subordinated Notes due 2013
For
7-3/8% Senior Subordinated Exchange Notes due 2013

Interest Payable April 15 and October 15, Beginning October 15, 2003

• The exchange offer will expire at 5:00 p.m. New York City time on      , 2003, unless otherwise extended. The exchange offer will not be extended beyond      , 2003.

• All outstanding notes that are validly tendered and not validly withdrawn prior to the expiration of the exchange offer will be exchanged for an equal principal amount of exchange notes that are registered under the Securities Act of 1933.

• The exchange of outstanding notes for exchange notes will not be a taxable event for U.S. federal income tax purposes.

• We do not intend to list the exchange notes on any national securities exchange or NASDAQ.

     You should carefully consider the risk factors beginning on page 15 of this prospectus before participating in the exchange offer or investing in the exchange notes issued in the exchange offer.

     We are not making this exchange offer in any state or jurisdiction where it is not permitted.

     Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved the exchange notes to be distributed in the exchange offer, nor have any of these organizations determined that this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is      , 2003.

TABLE OF CONTENTS

EX-4.4 INDENTURE FOR 7 3/8% SENIOR SUB. NOTES

EX-4.7 REGISTRATION RIGHTS AGREEMENT

EX-5.1 OPINION OF HUNTON & WILLIAMS

EX-12 STATEMENT REGARDING COMPUTATION OF RATIOS

EX-23.2 CONSENT OF KPMG LLP

EX-23.3 CONSENT OF PRICEWATERHOUSECOOPERS LLP

EX-25.1 STMT OF ELIGIBILITY & QUALIFICATION

EX-99.1 FORM OF LETTER OF TRANSMITTAL

EX-99.2 FORM OF LETTER TO REGISTERED SHAREHOLDERS

EX-99.3 FORM OF LETTER TO CLIENTS

EX-99.4 FORM OF NOTICE OF GUARANTEED DELIVERY

TABLE OF CONTENTS

Prospectus Summary	1
Risk Factors	15
Cautionary Note Regarding Forward-Looking Statements	22
The Exchange Offer	24
Use of Proceeds	34
Capitalization	35
Selected Historical Financial Data	36
Management’s Discussion and Analysis of Financial Condition and Results of Operations	39
Business and Properties	49
Regulation	65
Management	72
Beneficial Ownership of Susquehanna Media and Susquehanna Pfaltzgraff	75
Certain Relationships and Related Transactions	78
Description of Other Indebtedness	80
Description of the Exchange Notes	83
Material U.S. Federal Income Tax Considerations	112
Plan of Distribution	115
Legal Matters	115
Experts	116
Index to Consolidated Financial Statements	F-1

_______________________

     Each broker-dealer that receives exchange notes for its own account under the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of exchange notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act of 1933, or the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for outstanding notes where the outstanding notes were acquired by the broker-dealer as a result of market-making activities or other trading activities. We have agreed that, starting on the expiration date of the exchange offer and ending not less than 270 days after the expiration date, we will make this prospectus available to any broker-dealer for use in connection with any resale. See “Plan of Distribution.”

_______________________

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MARKET, RANKING AND OTHER DATA

     Unless we indicate otherwise, the market, station rank and station audience share data and industry data and forecasts included in this prospectus were obtained from publicly available information, reports from government agencies, independent industry publications and our own estimates based on our management’s knowledge of and experience in the markets and businesses in which we operate. Our estimates have been based on information obtained from our customers, distributors, suppliers, trade and business organizations and other contacts in the markets in which we operate. Industry publications generally state that they obtain their information from sources they believe to be reliable, but they do not guarantee the accuracy and completeness of such information. We believe these estimates to be accurate as of the date of this prospectus. However, this information may prove to be inaccurate because of the method by which we obtained some of the data for our estimates or because this information cannot always be verified with complete certainty due to the limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties inherent in a survey of market size. We have not independently verified such data and we do not make any representation as to the accuracy of such information. In addition, consumption patterns and consumer preferences can and do change. As a result, you should be aware that market, ranking and other similar data included in this prospectus, and estimates and beliefs based on such data, may not be reliable. We did not commission, solicit or receive any study, report, or other industry data in connection with this offering.

WHERE YOU CAN FIND MORE INFORMATION

     This prospectus is part of a registration statement on Form S-4 that we have filed with the SEC. You should rely only on the information contained in this prospectus. 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. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front page of this prospectus. This prospectus does not contain all of the information set forth in the registration statement. For further information about us and the exchange notes, you should refer to the registration statement. This prospectus summarizes material provisions of contracts and other documents. Since these summaries may not contain all of the information that you may find important, you should review the full text of these documents. We have filed certain of these documents as exhibits to our registration statement.

     You should direct any request for information to Craig W. Bremer, our corporate Secretary, at least 10 business days before you tender your exchange notes in the exchange offer. Our mailing address and telephone number are:

Susquehanna Media Co.
140 East Market Street
York, Pennsylvania 17401
(717) 848-5500

     We currently file reports with the SEC. As a result of the exchange offer, we will be subject to the periodic reporting and other informational requirements of the Securities Exchange Act of 1934. In addition, under the indenture governing the outstanding notes and the exchange notes, we have agreed that until we are subject to the reporting and informational requirements of the Exchange Act and during any other period in which we are not subject to those requirements or otherwise complying with such requirements, so long as the outstanding notes or the exchange notes remain outstanding, we will distribute to the holders of the notes, copies of the financial information that we would have been required to file with the SEC pursuant to the Exchange Act. This financial information shall include annual reports containing consolidated financial statements and notes thereto, together with an opinion thereon expressed by an independent public accounting firm, management’s discussion and analysis of financial condition and results of operations, as well as quarterly reports containing unaudited condensed consolidated financial statements for the first three quarters of each fiscal year. We have also

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agreed to furnish to holders of outstanding notes and prospective purchasers of the exchange notes upon their request, the information required to be delivered pursuant to Rule 144(d)(4) under the Securities Act during any period in which we are not subject to or otherwise complying with the reporting and informational requirements of the Exchange Act.

     The registration statement, as well as such reports, exhibits and other information filed by us with the SEC can be inspected and copied, at prescribed rates, at the public reference facilities maintained by the Public Reference Section of the SEC at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for additional information about its public reference room. Our SEC filings are also available without charge on the SEC’s Internet site at http://www.sec.gov.

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PROSPECTUS SUMMARY

     This summary may not contain all the information that may be important to you. You should read this entire prospectus, including the financial data and related notes, the information described under the heading “Risk Factors” and the other documents to which we have referred you, prior to deciding whether tender your outstanding notes of invest in the exchange notes. In this prospectus, unless the context otherwise requires, the terms “Susquehanna Media,” “we,” “us” and “our” collectively refer to Susquehanna Media Co. and its direct and indirect subsidiaries. The term “Susquehanna Radio” refers to our direct subsidiary Susquehanna Radio Corp., “Susquehanna Cable” refers to our direct subsidiary Susquehanna Cable Co. and “Susquehanna Pfaltzgraff” refers to our parent company Susquehanna Pfaltzgraff Co.

Susquehanna Media Co.

General

     We were incorporated in 1993 as a cable and radio broadcasting holding company. We are a diversified communications company with operations in radio broadcasting and cable television. We are the second largest privately owned radio broadcaster and the 11th largest radio broadcaster overall in the United States based on 2001 revenues. As of December 31, 2002, we owned and operated 19 FM and seven AM stations that serve four of the nation’s ten largest radio markets (San Francisco, Dallas, Houston and Atlanta), as well as four other markets (Cincinnati, Indianapolis, Kansas City, and York, Pennsylvania). We are also the 18th largest cable multiple system operator in the United States based on subscribers, with five cable systems serving approximately 206,500 subscribers as of December 31, 2002. We also provide Internet and related services under the tradenames “BlazeNet” and “Susquehanna Technologies.”

     For the years ended December 31, 2002 and 2001, we had revenues of $348.6 million and $313.4 million, respectively, operating income of $56.3 million and $22.2 million, respectively, and net income (loss) of $11.2 million and ($17.2 million), respectively.

Radio Broadcasting

     Our radio broadcasting business focuses on operating, acquiring and developing radio stations in the 40 largest markets in the United States. We have over 60 years of experience operating radio properties and currently own stations serving the demographically attractive San Francisco, Dallas, Houston and Atlanta markets, four of the top ten radio markets in the United States. Our radio stations offer a broad range of programming formats, such as country, top 40, adult contemporary, oldies, rock, and sports and talk radio, each targeted to a specific demographic audience within a market. We believe that our large market radio presence and variety of programming formats makes us attractive to a diverse base of local and national advertisers and enables us to capitalize on our ratings to generate higher market revenue share.

     Our business strategy for radio includes the following key elements intended to establish leadership positions in the markets we serve and to enhance our operating and financial performance:

• Focus on large markets. For the year ended December 31, 2002, we generated approximately 73% of our radio revenues from the ten largest markets in the United States and more than 97% from top 40 markets. We intend to continue focusing on large markets.

• Employ targeted programming and market research. We seek to maximize station operating performance through extensive market research, innovative programming and distinctive marketing campaigns.

• Emphasize sales and marketing. We place great emphasis on being familiar with our listening audience and their lifestyle characteristics in order to effectively match our audience’s demographics with the specific target audiences of our advertisers.

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• Decentralize management. We decentralize much of our operations to regional and local levels. Each of our regional and local station groups is managed by a team of experienced broadcasters who understand the musical tastes, demographics and competitive opportunities of their particular market.

• Selectively pursue strategic acquisitions. In addition to seeking continued internal growth, we intend to pursue acquisition opportunities that would allow us to continue to compete more effectively for advertising revenues and to increase our growth rate of revenues and cash flow.

Radio Properties

     Our radio subsidiary, Susquehanna Radio Corp., operates radio stations in San Francisco, Dallas, Houston and Atlanta, all of which are top ten markets, as well as radio stations in Cincinnati, Indianapolis, Kansas City, and York, Pennsylvania. The following table sets forth certain information regarding our radio stations and their respective markets as of December 31, 2002. The table excludes WABZ-FM in Albemarle, North Carolina, KIKT-FM and KGVL-AM in Greenville, Texas, WAVG-AM in Jeffersonville, Indiana, KQKC-FM and WZZB-AM in Seymour, Indiana, and KKLF-AM in Dallas/Ft. Worth, which are owned by us but operated by third parties under time brokerage agreements. Market rank by revenue is based upon market revenue size of the primary radio market served by the station among all radio markets in the United States, as reported in Duncan’s 2002 Radio Market Guide for the year 2001. Station rank and audience share are based upon a station’s share of its primary demographic target for the period Monday through Sunday, 6 a.m. to 12 midnight by market, as reported by Arbitron in Fall 2002. Combined market revenue share represents our share of the total radio advertising revenue from the market, as reported in Duncan’s 2002 Radio Market Guide. Combined market revenue rank represents our rank in the market as measured by the amount of its radio advertising revenue from the market, as reported in Duncan’s 2002 Radio Market Guide.

											Station
									Station Rank		Audience Share			Combined			Combined
		Market		Station			Primary		in Primary		in Primary			Market			Market
		Rank by		Programming	Year		Demographic		Demographic		Demographic			Revenue			Revenue
Markets and Stations		Revenue		Format	Acquired		Target		Target		Target			Share			Rank
San Francisco, CA			4												17.4	%		3
	KFOG/KFFG-FM(1)			Adult Album		1983/1995		A 25-44		4		3.8	%
				Alternative
	KNBR-AM			Sports/Talk		1989		M 25-54		1		5.9	%
	KSAN-FM			Classic Rock		1997		M 25-44		2		4.2	%
	KTCT-AM			Sports/Talk		1997		M 25-54		16		2.0	%
Dallas/Ft. Worth, TX			5												13.0	%		4
	KTCK/KTBK-AM			Sports/Talk		1996		M 25-54		1		7.9	%
	/KTDK-FM(1)
	KPLX-FM			Country		1974		A 25-54		1		6.5	%
	KLIF-AM			Talk		1980/1998		A 35-64		18		1.6	%
	KDBN-FM			Classic Rock		1996/1998		M 25-54		6		4.2	%
Atlanta, GA			6												7.0	%		6
	WNNX-FM			Modern Rock		1974		M 18-34		5		5.7	%
	WWWQ-FM			Contemporary		1997		W 18-34		4		6.3	%
				Hit Radio
Houston, TX			8												6.7	%		6
	KRBE-FM			Contemporary		1986		W 18-34		3		8.0	%
				Hit Radio
Cincinnati, OH			21												12.1	%		3
	WRRM-FM			Adult		1972		W 25-54		1		11.7	%
				Contemporary
	WMOJ-FM			Rhythmic		1997		W 35-64		2		8.9	%
				Oldies
	WYGY-FM			Country		2002		A 25-54		12		3.6	%
Kansas City, KS			29												15.2	%		3
	KCMO-FM			Oldies		2000		A 35-54		4		5.6	%
	KCFX-FM			Classic Rock		2000		A 25-54		3		6.0	%
	KCMO-AM			Talk		2000		A 35-64		16		2.4	%
	KFME-FM(2)			Hot Adult		2001		A 25-49		13		3.9	%
				Contemporary
Indianapolis, IN			31												23.4	%		2
	WFMS-FM			Country		1972		A 25-54		2		11.7	%
	WGLD-FM			Oldies		1993		A 35-54		3		9.2	%
	WGRL-FM			80's Hits		1997		A 25-54		13		3.4	%

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Station

Station Rank

Audience Share

Combined

Combined

Market

Station

Primary

in Primary

in Primary

Market

Market

Rank by

Programming

Year

Demographic

Demographic

Demographic

Revenue

Revenue

Markets and Stations

Revenue

Format

Acquired

Target

Target

Target

Share

Rank

York, PA

103

36.2

%

1

WARM-FM

Adult

1962

W 25-54

1

12.5

%

Contemporary

WSBA-AM

Talk

1942

A 35-64

9

3.3

%

(1)	These stations are simulcast and have been combined for market rank and audience share.
(2)	KFME-FM began broadcasting on June 18, 2001. Our Kansas City sales staff is selling the station’s commercial airtime under a joint sales agreement with Jesscom, Inc., which is programming and operating the station. The station is licensed to 105.1 FM LLC, of which we own 40% and an option to acquire the remaining interest in the station.

Cable Television

     We entered the cable television industry in 1965, when we were awarded the franchise to operate in York, Pennsylvania. Our cable systems served approximately 206,500 subscribers as of December 31, 2002 through ten signal receiving and transmitting facilities (headends) in Pennsylvania, Mississippi, Maine, Illinois and Indiana. We own, develop and operate geographically clustered cable television systems in small and medium-sized communities. We believe that these systems are less susceptible to competition and subscriber turnover than urban cable television systems, which results in more predictable revenue and cash flow.

     Our business strategy for cable television includes the following key elements intended to enhance our operating and financial performance:

• Build strategic clusters. To maximize operating efficiencies, we have pursued the development and acquisition of cable television systems in communities that are within close proximity to our existing systems.

• Focus on customer satisfaction. To maximize customer satisfaction, we strive to provide reliable, high-quality service offerings, superior customer service and attractive programming choices at reasonable rates.

• Continue upgrade of technical facilities. We seek to provide reliable, high-quality cable television services to our customers. To achieve this goal we are continually expanding and upgrading our cable systems to increase channel capacity, enhance signal quality, improve technical reliability and reduce the number of headends in existing systems.

• Develop new sources of revenues. The investment we have made in our cable systems has enabled us to generate additional revenue by providing expanded tiers of basic programming, digital cable services, premium services and additional pay-per-view services. In addition, we are expanding new services, such as Internet access and high-speed data, and are evaluating video-on-demand, telephony and other interactive services.

Cable Properties

     The following table sets forth certain information regarding our cable systems as of December 31, 2002. Homes passed represents the maximum number of homes that could become subscribers in the particular cable system. Total customers represents the total of video only subscribers and cable modem only subscribers. Basic penetration represents basic subscribers as a percentage of homes passed. Digital penetration represents digital terminals as a percentage of basic subscribers. Premium penetration represents premium units as a percentage of basic subscribers. Premium units represents the aggregate number of individual premium services (e.g., HBO, Cinemax, Showtime) for which customers have subscribed. Cable modem penetration represents cable modem subscribers as a percentage of homes passed. Average monthly revenue per basic subscriber (television and cable modem) represents revenues

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generated by basic subscribers divided by 12 divided by the weighted average number of subscribers for the year.

																								Average
																								Monthly
						Total															Cable			Revenue
		Homes		Total		Customer			Basic		Basic			Digital			Premium				Modem			per Basic
Cable Systems		Passed		Customers		Penetration			Subscribers		Penetration			Penetration			Penetration			Penetration				Subscriber
Pennsylvania
	York		125,313		91,143		72.7	%		91,102		72.7	%		25.0	%		36.7	%			10.6	%	$	51.94
	Williamsport		53,904		41,025		76.1	%		40,913		75.9	%		18.8	%		25.4	%			9.9	%	$	49.62
Mississippi
	Rankin		38,489		23,289		60.5	%		23,289		60.5	%		34.0	%		46.3	%			n/a		$	49.58
Maine
	Brunswick		29,933		20,565		68.7	%		20,308		67.8	%		20.2	%		26.8	%			22.7	%	$	55.87
Illinois/Indiana
	Midwest		45,114		30,350		67.3	%		30,314		67.2	%		15.3	%		30.6	%			2.1	%	$	42.79
Totals/Average			292,753		206,372		70.5	%		205,926		70.3	%		22.9	%		33.7	%			9.0	%	$	50.35

Internet Access and Other Related Services

     We provide Internet access and enhanced services to residential and business customers under the tradename “BlazeNet.” Our services include:

• Internet access via telephone dial-up service or cable modem;

• website creation, hosting and maintenance; and

• local and wide area network design, construction and operation.

     We also provide custom designed web integrated solutions and services for the media and entertainment, retail and associations and not-for-profit markets to commercial customers under the tradename of “Susquehanna Technologies.”

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Summary of Risk Factors

     You should read the ''Risk Factors’’ section of this prospectus as well as the other cautionary statements contained in this prospectus before tendering your outstanding notes for exchange notes or making an investment in the exchange notes. The following is a summary of the risks that are discussed in detail in this prospectus:

Risks Related to Us, Our Business and an Investment in the Exchange Notes

• Our significant debt service obligations will limit our cash flow and affect how we operate our company.

• Our indebtedness prohibits us from engaging in activities that may benefit our company.

• If we do not successfully integrate future acquisitions, we may not successfully increase our cash flow.

• We depend upon our subsidiaries for the cash flow necessary to service our debt obligations, including the exchange notes.

• Recent events that are beyond our control have increased the level of public and regulatory scrutiny in general and in the capital markets and have resulted in increased regulation and new accounting standards. The reaction to these events may have negative impacts on our business, financial condition and access to capital.

• Our senior credit facility contains cross-default provisions that may enable our senior lenders to proceed against collateral in the event of a default on the exchange notes.

• Because the exchange notes will be subordinated to our senior debt, we must make payments on our senior debt before you receive interest and principal payments. Further, the exchange notes will be effectively subordinated to certain of our subsidiaries’ liabilities.

• If a change of control occurs, we may not have sufficient funds to repurchase your exchange notes.

• The failure of a market to develop could affect your ability to, and the price at which you may, resell your securities.

• If you do not exchange your outstanding notes for exchange notes, your notes will continue to have restrictions on transfer.

• The issuance of the exchange notes may adversely affect the market for outstanding notes.

Risks Related to the Radio Broadcast Industry

• Since we are dependent upon advertising revenues to generate income and cash flow, a concentration of stations in any particular market intensifies our exposure to economic declines.

• The ongoing impact of acts of war and terrorism, which have further depressed economic activity in the United States and globally, may reduce our advertising revenues and have other negative effects on our business.

• Competition from other radio stations and media forms could reduce our advertising revenues and cash flow.

• Licensing and ownership rules may limit the growth of our radio broadcasting operations.

Risks Related to Cable Television Industry

• Competition from other communication service providers could reduce our revenues and cash flow.

• If our cable franchises are not renewed or if our franchises encounter competition, we may experience a significant decline in our revenues and cash flow.

• Changes in cable television regulation could increase our costs and reduce our revenues.

• If our programming costs continue to increase and we cannot pass them along to our customers, our cash flow will decrease.

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Summary of the Exchange Offer

     We summarize the material terms of the exchange offer below. You should read the discussion under the heading “The Exchange Offer” for further information regarding the exchange offer and resale of the exchange notes.

The Exchange Offer	We are offering to exchange up to $150 million in aggregate principal amount of exchange notes, which have been registered under the Securities Act, for up to $150 million in aggregate principal amount of outstanding notes, which we issued on April 23, 2003 in a private offering.
	In order for your outstanding notes to be exchanged, you must properly tender them prior to the expiration of the exchange offer. Except as set forth below under “The Exchange Offer —Conditions to the Exchange Offer,” all outstanding notes that are validly tendered and not validly withdrawn will be exchanged. We will issue exchange notes as soon as practicable after the expiration of the exchange offer.
	Outstanding notes may be exchanged for exchange notes only in integral multiples of $1,000.
	We believe that the exchange notes may be offered for resale, resold and otherwise transferred by you without compliance with the registration or prospectus delivery provisions of the Securities Act if:
	• you are acquiring the exchange notes in the ordinary course of your business;
	• you are not participating, do not intend to participate, and have no arrangements or understanding with any person to participate, in the distribution of the exchange notes issued to you; and
	• you are not an affiliate, under Rule 405 of the Securities Act, of ours.
	Our belief is based on interpretations by the staff of the SEC, as set forth in no-action letters issued to third parties unrelated to us. If our belief is not accurate and you transfer an exchange note without delivering a prospectus meeting the requirements of the Securities Act or without an exemption from such requirements, you may incur liability under the Securities Act. We do not and will not assume or indemnify you against such liability.
	Each broker-dealer that receives exchange notes for its own account in the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of those exchange notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with those resales.
	Broker-dealers that acquired outstanding notes directly from us in the initial offering and not as a result of market making or other trading activities must, in the absence of an exemption, comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the exchange notes, and cannot use the prospectus in connection with resales of the exchange notes.

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Registration Rights Agreement	We sold the outstanding notes on April 23, 2003 to the initial purchasers of the outstanding notes. Simultaneously with that sale, we signed a registration rights agreement with the initial purchasers which requires us to conduct this exchange offer. You have the right pursuant to the registration rights agreement to exchange your outstanding notes for exchange notes with substantially identical terms. This exchange offer is intended to satisfy these registration rights. After the exchange offer is complete, you will no longer be entitled to any exchange or registration rights with respect to outstanding notes you do not tender for exchange.
Consequences of Failure to Exchange Your Outstanding Notes	If you do not exchange your outstanding notes for exchange notes pursuant to the exchange offer, you will continue to be subject to the restrictions on transfer provided in the outstanding notes and the indenture. In general, the outstanding notes may not be offered or sold unless registered under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. We do not intend to register any untendered outstanding notes under the Securities Act. To the extent that outstanding notes are tendered and accepted in the exchange offer, the trading market for untendered outstanding notes and tendered but unaccepted outstanding notes will be adversely affected.
Expiration Date	The exchange offer will expire at 5:00 p.m., New York City time, on      , 2003, or a later date and time to which we may extend it, but not later than      , 2003, in which case the term “expiration date” will mean the latest date and time to which the exchange offer is extended.
Withdrawal Rights	You may withdraw your tender of outstanding notes at any time prior to the expiration date by delivering written notice of your withdrawal to the exchange agent in accordance with the withdrawal procedures described in this prospectus. We will return to you, without charge, promptly after the expiration or termination of the exchange offer any outstanding notes that you tendered but that were not exchanged.
Conditions to the Exchange Offer	We will not be required to accept outstanding notes for exchange if:
	• the exchange offer would violate applicable law or SEC interpretations or any legal action has been instituted or threatened that would impair our ability to proceed with the exchange offer; or
	• you do not tender your outstanding notes in compliance with the terms of the exchange offer.
	The exchange offer is not conditioned upon any minimum aggregate principal amount of outstanding notes being tendered. We reserve the right to terminate the exchange offer if certain specified conditions have not been satisfied and to waive any condition or extend the exchange offer or otherwise amend the terms of the exchange offer in any respect. Please read the section “The Exchange Offer—Conditions to the Exchange Offer” for more information regarding the conditions to the exchange offer.

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Procedures for Tendering Outstanding Notes and Representations	If your outstanding notes are held through The Depository Trust Company (“DTC”) and you wish to participate in the exchange offer, you may do so through one of the following methods:
	• Delivery of a Letter of Transmittal. You must complete and sign a letter of transmittal in accordance with the instructions contained in the letter of transmittal and forward the letter of transmittal by mail, facsimile transmission or hand delivery, together with any other required documents, to the exchange agent, either with the outstanding notes to be tendered or in compliance with the specified procedures for guaranteed delivery of the outstanding notes; or
	• Automated Tender Offer Program of The DTC. If you tender under this program, you will agree to be bound by the letter of transmittal that we are providing with this prospectus as though you had signed the letter of transmittal.
	Under both methods, by signing or agreeing to be bound by the letter of transmittal, you will represent to us that, among other things:
	• any exchange notes that you receive are being acquired in the ordinary course of your business;
	• you have no arrangement or understanding with any person or entity to participate in any distribution of the exchange notes;
	• you are not engaged in and do not intend to engage in any distribution of the exchange notes;
	• if you are a broker-dealer that will receive exchange notes for your own account in exchange for outstanding notes, you acquired those notes as a result of market-making activities or other trading activities and you will deliver a prospectus, as required by law, in connection with any resale of the exchange notes; and
	• you are not our “affiliate,” as defined in Rule 405 of the Securities Act.
	Please do not send your letter of transmittal or certificates representing your outstanding notes to us. Those documents should only be sent to the exchange agent.
	Questions regarding how to tender and requests for information should be directed to the exchange agent.
Special Procedures For Beneficial Owners	If you own a beneficial interest in outstanding notes that are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, and you wish to tender the outstanding notes in the exchange offer, you should contact the registered holder promptly and instruct the registered holder to tender on your behalf.

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Consequences of Not Complying with Exchange Offer Procedures	You are responsible for complying with all exchange offer procedures. You will only receive exchange notes in exchange for your outstanding notes if, prior to the expiration date, you deliver to the exchange agent:
	• the letter of transmittal, properly completed and duly executed;
	• any other documents or signature guarantees required by the letter of transmittal;
	• certificates for the outstanding notes or a book-entry confirmation of a book-entry transfer of the outstanding notes into the exchange agent’s account at DTC.
	Any outstanding notes you hold and do not tender, or which you tender but which are not accepted for exchange, will remain outstanding and continue to accrue interest, but will not retain any rights under the registration rights agreement. You will not have any appraisal or dissenters’ rights in connection with the exchange offer. You should allow sufficient time to ensure that the exchange agent receives all required documents before the expiration of the exchange offer. Neither we nor the exchange agent has any duty to inform you of defects or irregularities with respect to your tender of outstanding notes for exchange. We reserve the right to waive any defect, irregularities or conditions of tender as to particular outstanding notes.
Guaranteed Delivery Procedures	If you wish to tender your outstanding notes and cannot comply, prior to the expiration date, with the applicable procedures for tendering outstanding notes described above and under “The Exchange Offer—Procedures for Tendering,” you must tender your outstanding notes according to the guaranteed delivery procedures described in “The Exchange Offer—Procedures for Tendering—Guaranteed Delivery Procedures.”
U.S. Federal Income Tax Considerations	The exchange of outstanding notes for exchange notes in the exchange offer will not be a taxable event for United States federal income tax purposes. Please read “Material U.S. Federal Income Tax Considerations.”
Use of Proceeds	We will not receive any cash proceeds from the issuance of exchange notes. The net proceeds from the sale of the outstanding notes were used to reduce our borrowings under the revolving portion of our senior credit facility. See ''Use of Proceeds.’’
The Exchange Agent	We have appointed J.P. Morgan Trust Company, National Association as exchange agent for the exchange offer. You should direct questions and requests for assistance, requests for additional copies of this prospectus or the letter of transmittal and requests for the notice of guaranteed delivery to the exchange agent as follows:
	J.P. Morgan Trust Company, National Association, 2001 Bryan Street, 9th Floor, Dallas, Texas 75201; Attention: Frank Ivins, (214) 468-6464. Eligible institutions may make requests by facsimile at (214) 468-6494.

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Summary of the Terms of the Exchange Notes

     This exchange offer relates to the exchange of up to $150 million in aggregate principal amount of exchange notes for an equal principal amount of outstanding notes. The outstanding notes were issued on April 23, 2003. The form and terms of the exchange notes are substantially identical to the form and terms of the outstanding notes, except the exchange notes will be registered under the Securities Act. Therefore, the exchange notes will not bear legends restricting their transfer. The exchange notes will evidence the same debt as the outstanding notes, which they are replacing, and both the outstanding notes and the exchange notes are governed by the same indenture.

Issuer	Susquehanna Media Co., a Delaware corporation.
Securities	$150 million in aggregate principal amount of 7-3/8% Senior Subordinated Notes due 2013.
Maturity	April 15, 2013.
Interest Rate and Payment Dates	Annual rate: 7-3/8%
	Payment frequency: every six months on April 15 and October 15. First payment: October 15, 2003.
Ranking	The exchange notes will be unsecured senior subordinated obligations of Susquehanna Media. The exchange notes will rank behind all of our existing and future senior debt, including indebtedness under our senior credit facility. The exchange notes will effectively rank behind (i) any of our future indebtedness that is secured by any of our assets to the extent of the value of such assets, even if such indebtedness expressly provides that it is not senior to the notes and (ii) the current and future indebtedness and other liabilities (including trade payables) of our subsidiaries. The exchange notes will rank equally with our outstanding $150 million 8-1/2 Senior Subordinated Notes due 2009. In the future, we may issue debt that ranks senior, equal or subordinate to the notes.
Optional Redemption	On or after April 15, 2008, we may redeem some or all of the notes at any time at the redemption prices described under “Description of the Exchange Notes—Optional Redemption,” plus accrued and unpaid interest on the notes to be redeemed.
	Prior to April 15, 2006, we may redeem up to 35% of the notes with the proceeds of certain of our public equity offerings at the price set forth under “Description of the Exchange Notes—Optional Redemption.”
Mandatory Offer to Repurchase	If a third party acquires control of us, you will have the right to require us to repurchase your exchange notes at a price equal to 101% of the principal amount of your exchange notes, plus accrued and unpaid interest to the date of purchase. In certain instances, we must use the net cash proceeds of certain asset sales to offer to purchase the exchange notes at a price equal to 100% of the principal amount of the exchange notes, plus accrued and unpaid interest to the date of purchase.
Basic Covenants of Indenture	We will issue the exchange notes under an indenture that, among other things, restricts our ability to:
	• incur additional debt;

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• pay dividends and make distributions;

• repurchase securities;

• make certain investments;

• incur liens;

• transfer or sell assets;

• enter into transactions with insiders or related parties;

• issue or sell stock of subsidiaries;

• change our business; and

• merge or consolidate.

These covenants are subject to important exceptions and qualifications that are described under “Description of the Exchange Notes—Certain Covenants.”

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Summary Historical Consolidated Financial and Operating Data

     We present below summary historical financial and operating data. Our consolidated financial statements as of and for the years ended December 31, 2001, 2000, 1999 and 1998 were restated to:

• properly reflect the accounting for changes in share values related to a modification to our Radio Employees Stock Plan, primarily to report changes in values of shares issued under the plan as non-cash expenses, rather than as direct charges to retained earnings as previously reported;

• properly account for payments received from cable programming suppliers for channel launch support and promotion, which were formerly recognized as reductions to marketing expenses based on advertising and marketing efforts for the periods advertising campaigns were run;

• depreciate ratably over the rebuild period cable distribution systems being rebuilt, rather than the prior practice of recognizing a loss at the end of a rebuild project; and

• recognize additional amortization expense and lease charges.

The reclassification of 1999’s pension curtailment gain and debt retirement costs as components of operating income have been included in the restatement adjustments.

     The net effect of these restatements was to reduce operating income by $26.8 million, $23.4 million and $7.6 million in 2001, 2000 and 1999, respectively and to increase operating income by $748,000 in 1998. The restatements did not affect cash, total assets, total debt, revenues or cash flows from operating activities. Please see footnote 15 to our consolidated financial statements as of December 31, 2002 and 2001 and for the three years ended December 31, 2002 for additional information on the restatement.

     We derived the following summary historical consolidated financial and operating data (excluding cable operating data) as of December 31, 2002 and 2001, and for the three years ended December 31, 2002 from our audited consolidated financial statements. The following summary historical consolidated financial and operating data (excluding cable operating data) as of December 31, 1998, 1999 and 2000 and for the years ended December 31, 1998 and 1999 was derived from unaudited financial information because our previously reported audited consolidated financial statements as of and for the years then ended were restated for certain items but not reaudited. You should read the following information together with the “Management’s Discussion and Analysis of Results of Operations and Financial Condition” and the accompanying consolidated financial statements and related notes elsewhere in this prospectus.

		Year ended December 31,
		2002			2001			2000			1999			1998
					(Restated)			(Restated)			(Restated)			(Restated)
								Dollars in Thousands
Income Statement Data:
Revenues:
	Radio	$	216,222		$	198,039		$	220,886		$	185,193		$	151,170
	Cable		122,754			104,758			93,113			82,720			70,641
	Internet and Other		9,670			10,632			6,590			3,353			1,616
Total revenues			348,646			313,429			320,589			271,266			223,427
Operating income (1) (2)			56,268			22,155			57,216			60,466			51,951
Interest expense			29,200			37,887			37,523			28,573			20,506
Income (loss) before income taxes and minority interests			32,824			(9,093	)		24,915			36,748			31,779
Minority interests			(3,758	)		(1,694	)		(3,839	)		(3,376	)		(4,304	)
Net income (loss) (1)		$	11,162		$	(17,203	)	$	4,314		$	18,258		$	13,332
Balance Sheet Data (end of period):
	Total assets	$	746,527		$	665,725		$	657,342		$	523,242		$	353,241
	Total debt		521,137			495,106			500,600			405,621			272,776

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			Year ended December 31,
			2002			2001			2000			1999			1998
						(Restated)			(Restated)			(Restated)			(Restated)
									Dollars in Thousands
		Stockholders’ equity		24,059			13,390			31,086			28,615			8,581
Cash Flow Data:
Cash flows related to:
		Operating activities	$	86,035		$	66,954		$	67,105		$	60,211		$	36,843
		Investing activities		(95,387	)		(60,760	)		(163,478	)		(182,944	)		(38,842	)
		Financing activities		9,352			(6,194	)		95,734			121,430			3,941
Other Financial Data:
Depreciation and amortization			$	29,470		$	41,839		$	36,239		$	30,071		$	21,581
Capital expenditures			$	28,329		$	31,739		$	36,913		$	33,066		$	29,592
Ratio of earnings to fixed charges (3):				2.0x			—			1.6x			2.1x			2.3x
Cable Operating Data:
	Homes passed			292,753			266,591			254,268			243,453			214,650
	Basic subscribers			206,372			194,890			192,129			187,406			166,917
	Basic penetration (4)			70.3	%		73.1	%		75.6	%		77.0	%		77.8	%
	Premium units (5)			69,305			71,627			79,522			75,813			65,327
	Premium penetration (6)			33.7	%		36.8	%		41.4	%		40.5	%		39.1	%
	Average monthly revenue per basic subscriber (7)		$	50.35		$	45.28		$	40.99		$	37.33		$	35.18

(1) Effective January 1, 2002, we adopted Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets” (“SFAS No. 142”), which eliminated the amortization of goodwill, Federal Communications Commission (FCC) broadcast licenses and cable franchise values as of that date. The following table adjusts prior reported operating income and net income for amortization of goodwill, FCC broadcast licenses and cable franchise values reported in those periods and the estimated impact on net income had SFAS No. 142 been in effect for such periods.

		Years Ended December 31,
		2002		2001			2000		1999		1998
				Dollars in Thousands
Operating Income		$	56,268	$	22,155		$	57,216	$	60,466	$	51,951
	Add: Amortization eliminated in SFAS No. 142		—		14,192			12,121		10,295		9,005
	Adjusted Operating Income	$	56,268	$	36,347		$	69,337	$	70,761	$	60,956
Net Income (Loss)		$	11,162	$	(17,203	)	$	4,314	$	18,258	$	13,332
	Add: Amortization eliminated in SFAS No. 142, net of income taxes		—		9,165			7,930		6,691		5,853
	Adjusted Net Income (Loss)	$	11,162	$	(8,038	)	$	12,244	$	24,949	$	19,185

(2) The following table sets forth the reclassifications and adjustments to our operating income resulting from the restatement of our consolidated financial statements for the years ended December 31, 2001, 2000, 1999 and 1998. Our financial statements for the year ended December 31, 2002 were not restated. For further information, please see Note 15 to our consolidated financial statements.

Reclassifications and Restatement Adjustments to Operating Income

	Year Ended December 31,
	2001			2000			1999			1998
				Dollars in Thousands
Radio stock plan	$	(22,305	)	$	(19,748	)	$	(916	)	$	—
Cable rebuilds		(2,285	)		(2,891	)		(2,499	)		748
Launch fees		(1,739	)		(385	)		(985	)		—
Others		(455	)		(345	)		—			—
Reclassification of pension curtailment gain		—			—			2,299			—
Reclassification of debt retirement costs		—			—			(5,481	)		—
	$	(26,784	)	$	(23,369	)	$	(7,582	)	$	748

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(3)	The ratio of earnings to fixed charges is expressed as the ratio of income before income taxes and extraordinary items plus fixed charges (excluding capitalized interest) to fixed charges. Fixed charges consist of interest expense, capitalized interest and one-third of rental expense (the portion deemed representative of the interest factor). For the year ended December 31, 2001, fixed charges exceeded earnings by approximately $9.6 million.
(4)	Basic penetration represents basic subscribers as a percentage of homes passed.
(5)	Premium units represents the aggregate number of individual premium services (e.g., HBO, Cinemax, Showtime) for which customers have subscribed.
(6)	Premium penetration represents premium units as a percentage of basic subscribers.
(7)	Average monthly revenue per basic subscriber represents revenues generated by basic subscribers divided by 12 divided by the weighted average number of subscribers for the year.

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RISK FACTORS

     Before tendering your outstanding notes for exchange notes or investing in the exchange notes, you should carefully consider the following material risk factors and other information in this prospectus. Our business, financial condition, results of operations and our ability to make payments on the notes could be materially adversely affected by any of the following risks. This prospectus also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including the risks faced by us described below or elsewhere.

Risks Related to US, Our Business and an Investment in the Exchange Notes

     Our significant debt service obligations will limit our cash flow and affect how we operate our company.

     We have a significant level of debt and debt service obligations. As of December 31, 2002, we had approximately $521.1 million of indebtedness. We also had the ability to incur $50.2 million of additional debt under our senior credit facility. Giving effect to the sale of the outstanding notes and the application of the proceeds to reduce the outstanding balance of the revolving portion of our senior credit facility, as of December 31, 2002, we would have had $522.8 million of indebtedness and the ability to incur $198.5 million of additional debt under our senior credit facility. If we add new debt to our current debt levels, the related risks that we now face could intensify.

	Our substantial indebtedness poses important consequences to you, including the risks that:
•	we will use a substantial portion of our cash flow from operations to pay principal and interest on our debt, thereby reducing the funds available for working capital, capital expenditures, acquisitions and other general corporate purposes;
•	our indebtedness may limit our ability to obtain additional financing on satisfactory terms;
•	insufficient cash flow from operations may force us to sell assets, restructure or refinance our debt, or seek additional equity capital, which we may be unable to do at all or on satisfactory terms;
•	our level of indebtedness may make us more vulnerable to economic downturns and may limit our ability to withstand competitive pressures;
•	indebtedness under the senior credit facility bears interest at variable rates which could create higher debt service requirements if market interest rates increase; and
•	our failure to comply with the financial and other covenants applicable to our debt could result in an event of default, which, if not cured or waived, could have a material adverse effect on us.

     These risks may directly impact our ability to service our debt obligations, including the exchange notes.

     Because the exchange notes will be subordinated to our senior debt, we must make payments on our senior debt before you receive interest and principal payments.

     The exchange notes will be subordinate to our existing and future senior debt, including all outstanding amounts under our senior credit facility. As of December 31, 2002, we had approximately $371.1 million of senior indebtedness. In addition, we had approximately $50.2 million of additional borrowing availability under our senior credit facility. Giving effect to the sale of the outstanding notes and the application of the proceeds to reduce the outstanding balance of the revolving portion of our senior credit facility, as of December 31, 2002, we would have had $222.8 million of senior indebtedness and the ability to incur $198.5 million of additional debt under our senior credit facility.

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     Our obligations under our senior credit facility are secured by substantially all of the assets (excluding real property) that we use in our business operations and by all of our voting common stock and the voting common stock of our direct and indirect subsidiaries. Our senior credit facility is guaranteed by all of our direct and indirect subsidiaries. If we are unable to repay amounts due on our secured debt, the lenders could proceed against the collateral securing the debt and we may not have enough assets left to pay you or other noteholders. In addition, the senior credit facility prohibits us from paying amounts due on the exchange notes, or from purchasing, redeeming or otherwise acquiring the exchange notes if a default exists under our senior debt.

     None of our subsidiaries guarantees the exchange notes. As a result, the exchange notes are effectively subordinated in right of payment to all debt and other liabilities (including trade payables) of our subsidiaries, which, as of December 31, 2002, were $74.8 million (not including their guarantees of our senior credit facility). Substantially all of our consolidated assets are held by our subsidiaries. Any right we may have to receive assets of our subsidiaries upon their liquidation or reorganization, and the resulting rights of the holders of exchange notes to participate in those assets, would be subordinated to the claims of our subsidiaries’ creditors except in certain limited circumstances.

     We depend upon our subsidiaries for the cash flow necessary to service our debt obligations, including the exchange notes.

     The exchange notes are obligations of ours exclusively and are not guaranteed by our subsidiaries. We are a holding company and we conduct our business through our operating subsidiaries and do not have any operations of our own. As a result, we are dependent upon the ability of our subsidiaries to provide us with cash, in the form of dividends, inter-company credits, loans or otherwise, to meet our debt service obligations. These subsidiaries are separate and distinct legal entities and have no obligations to pay any amounts due on our indebtedness or to make any funds available therefore. In addition, dividends, loans or other distributions to us from our subsidiaries may be subject to contractual or other restrictions, will depend upon the results of operations of such subsidiaries and may be subject to other business considerations.

     Not all of our subsidiaries are wholly-owned. To the extent that subsidiaries of Susquehanna Media that are not wholly-owned declare dividends or make other distributions to stockholders, these minority stockholders will receive their shares of such payments, and such amounts will not be available to service our indebtedness. The indenture governing the exchange notes does, however, limit the amount of dividends and other distributions that may be paid to these minority stockholders.

     Our indebtedness prohibits us from engaging in activities that may benefit us.

     Our senior credit facility, the indenture governing our existing 8-1/2% senior subordinated notes due 2009 and the indenture governing the exchange notes each contain a number of significant covenants. These covenants limit or restrict our ability to:

• incur additional debt;

• pay dividends and make distributions;

• repurchase securities;

• make certain investments;

• incur liens;

• transfer or sell assets;

• enter into transactions with insiders or related parties;

• issue or sell stock of subsidiaries;

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• change our business;

• pay management fees to Susquehanna Pfaltzgraff; or

• merge or consolidate.

     These limitations and restrictions may adversely affect our ability to finance our future operations or capital needs or engage in other business activities that may be in our best interests.

     Our senior credit facility contains cross-default provisions that may enable senior lenders to proceed against collateral in the event of a default on the exchange notes.

     The events that qualify as events of default under the indentures governing our 8-1/2% senior subordinated notes due 2009 and the exchange notes, including a change of control, may also be events of default under our senior credit facility or other indebtedness. An event of default under the senior credit facility would permit our lenders to accelerate our indebtedness. If we cannot repay such borrowings when due, the lenders could proceed against the collateral securing the debt.

     If we do not successfully integrate future acquisitions, we may not successfully increase our cash flow.

     As part of our business strategy, we intend to acquire suitable radio stations and cable systems. In the event that we acquire additional radio stations and cable systems, we may have difficulty integrating the operations, systems and management of such businesses, and unforeseen integration difficulties may require a disproportionate amount of management’s attention and our other resources. In addition, there can be no assurance that any future acquisitions will be as successful as recent acquisitions, and future acquisitions may not increase our cash flow or yield other anticipated benefits.

     Recent events that are beyond our control have increased the level of public and regulatory scrutiny in general and in the capital markets and have resulted in increased regulation and new accounting standards. The reaction to these events may have negative impacts on our business, financial condition and access to capital.

     As a result of the bankruptcy filings by the Enron Corporation and WorldCom, Inc., recently discovered accounting irregularities of public companies, alleged insider trading violations and investigations by governmental authorities of companies in different industries, businesses have been under a generally increased amount of public and regulatory scrutiny. Recently discovered accounting irregularities have caused regulators and legislators to review current accounting practices, financial disclosures and companies’ relationships with their independent auditors. The capital markets and rating agencies also have increased their level of scrutiny. We believe that we are complying with all applicable laws, and we have taken steps to avoid these events, but it is difficult or impossible to predict or control what effect these types of disruptions may have on our business, financial condition or our access to the capital markets.

     Additionally, it is unclear what laws or regulations may develop, and we cannot predict the ultimate impact of any future changes in accounting regulations or practices in general with respect to public companies or in our operations specifically. Any such new accounting standards could impact the way we are required to record revenues, assets and liabilities. These changes in accounting standards could lead to negative impacts on reported earnings or increases in liabilities that could, in turn, affect our reported results of operations.

     The failure of a market to develop could affect your ability to, and the price at which you may, resell your securities.

     The exchange notes will be a new issue of securities for which there is no existing trading market. We cannot assure you as to the liquidity of markets that may develop for the exchange notes, your ability to sell the exchange notes or the price at which you would be able to sell the exchange notes. If such markets were

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to develop, the exchange notes could trade at a discount from their face value depending on many factors, including prevailing interest rates and the markets for similar securities. In addition, any market-making by the initial purchasers of the outstanding notes may be limited during any registered exchange offer or the pendency of any resale registration statement and may be discontinued at any time without notice. The initial purchasers of the outstanding notes have advised us that they intend to make a market in the exchange notes after the exchange offer. However, they are not obligated to do so and may discontinue market-making at any time without notice. We do not intend to apply for listing of the exchange notes on any securities exchange. As a result, we cannot assure you that an active trading market will ultimately develop for the exchange notes. The liquidity of, and trading market for, the exchange notes also may be adversely affected by:

• the number of holders of the exchange notes;

• the interest of securities dealers in making a market in the exchange notes;

• changes in the market for high yield securities; and

• changes in our financial performance or prospects or in the prospects for companies in our industry generally.

     Historically, the market for non-investment grade debt has been subject to disruptions that have caused substantial volatility in the prices of securities similar to the exchange notes. Any market for the exchange notes may be subject to similar disruptions. Any such disruptions may adversely affect you as a holder of the exchange notes.

     If you do not exchange your outstanding notes for exchange notes, your notes will continue to have restrictions on transfer.

     If you do not exchange your outstanding notes for exchange notes in the exchange offer, or if your outstanding notes are tendered but not accepted, your outstanding notes will continue to have restrictions on transfer. In general, you may offer or sell any outstanding notes only if such notes are registered under the Securities Act and applicable state laws, or resold under an exemption from these laws. We do not intend to register the outstanding notes under the Securities Act, other than in the limited circumstances required under the registration rights agreement.

     The issuance of the exchange notes may adversely affect the market for outstanding notes.

     If outstanding notes are tendered for exchange, the trading market for untendered and tendered but unaccepted outstanding notes could be adversely affected. Please refer to the section in this prospectus entitled “The Exchange Offer—Consequences of Failure to Exchange.”

Risks Relating To The Radio Broadcasting Industry

     We are dependent upon advertising revenues to generate income and cash flow. A concentration of stations in any particular market intensifies our exposure to economic declines.

     We derive substantially all of our broadcast revenues from the sale of advertising on our radio stations. For the years ended December 31, 2002, 2001 and 2000, 93%, 92% and 92% of our radio revenues, respectively, were generated from the sale of broadcast advertising. Because advertisers generally reduce their spending during economic downturns, we could be adversely affected by a future national recession. In addition, because a substantial portion of our broadcast revenues are derived from local advertisers, our ability to generate advertising revenues in specific markets could be adversely affected by local or regional economic downturns.

     A concentration of stations in any particular market intensifies our exposure to economic declines. We are particularly dependent on advertising revenue from the San Francisco and Dallas markets, which generated 36% and 21%, respectively of our total radio revenue for the year ended December 31, 2001.

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     Advertising revenue from the San Francisco and Dallas markets, generated 27% and 25%, respectively of our total radio revenue for the year ended December 31, 2002. In 2001, a dramatic decrease in advertising by Internet businesses decreased our San Francisco stations’ revenues. The decreased revenues resulted in lower operating income. During 2002, the San Francisco economy has experienced a modest recovery, however its recovery has trailed other markets.

     The ongoing impact of acts of war and terrorism, which have further depressed economic activity in the United States and globally, may reduce our advertising revenues and have other negative effects on our business.

     The general slowdown in the Unites States economy, as well as the ongoing impact of acts of war and terrorism against the United States, and the country’s response thereto, could cause our advertising revenues to decline due to advertising cancellations, delays or defaults in payment for advertising time, and other factors. In addition, these ongoing events have further depressed economic activity in the United States and globally, including the markets in which we operate, and may have other negative effects on our business, the nature and duration of which we cannot predict. If these acts of war or terrorism or weak economic conditions continue or worsen, our financial condition and results of operations may be materially and adversely affected.

     Competition from other radio stations and media forms could reduce our advertising revenues and cash flow.

     The radio broadcasting industry is very competitive. The success of each of our stations is dependent upon its audience ratings and share of the overall advertising revenues within its market. Our stations compete for audiences and advertising revenues directly with other radio stations, and some of the owners of those competing stations have much greater financial resources than we do. Our stations also compete with other media such as cable television, newspapers, magazines, direct mail, compact discs, music videos, the Internet and outdoor advertising. We cannot be sure that any of our stations can maintain or increase its current audience ratings or market share. In addition, other stations may change their format or programming to compete directly with our stations for audience and advertisers or engage in aggressive promotional campaigns. If this happens, the ratings and advertising revenues of our stations could decrease, the promotion and other expenses of our stations could increase, and our stations would have lower broadcast cash flow.

     New media technologies are also being introduced to compete with the radio broadcasting industry. Some of these new technologies are:

• digital audio broadcasting and satellite digital audio radio service, which provide for the delivery of multiple new, high quality audio programming formats to local and national audiences; and

• streaming audio delivered through the Internet.

     We cannot predict at this time the effect, if any, that any of these new technologies may have on the radio broadcasting industry in general or our stations in particular.

     Licensing and ownership rules may limit the growth of our radio broadcasting operations.

     The radio broadcasting industry is subject to extensive regulation by the Federal Communications Commission under the Communications Act of 1934. FCC approval is required for the issuance, renewal or transfer of radio broadcast station operating licenses. We cannot operate our radio stations without FCC licenses. The failure to renew our licenses on their expiration dates or the inclusion of conditions or qualifications in our licenses could have a negative impact on our business. The Communications Act and FCC rules impose specific limits on the number of stations an entity can own in a single market. Ownership rules may affect our acquisition strategy because they may prevent us from acquiring additional stations in a particular market. We may also be prevented from engaging in a swap transaction if the swap would cause us to violate these rules.

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     The FCC has indicated that it may examine and may impose limits upon the advertising revenue share acquired by one entity in a single market. It is not clear how the FCC will proceed in this area. In addition, the Department of Justice, either directly through its administration of the Hart-Scott-Rodino pre-merger notification requirements, or generally, has taken an active role in reviewing acquisitions of stations in particular markets and, in some instances, has conditioned its clearance on the parties’ agreement to limit market share to a level approved by the Department.

     In 2001, the FCC began rulemaking proceedings on two of its broadcast ownership rules — the Broadcast-Newspaper Cross-Ownership Rule and the Local Radio Ownership Rule. In September of 2002, the FCC issued a Notice of Proposed Rulemaking, or NPRM, in which it sought comment on its four other broadcast ownership rules: the Television-Radio Cross-Ownership Rule; the Dual Network Rule; the Local Television Ownership Rule; and the National Television Ownership Rule. The September NPRM consolidated the three proceedings into a single biennial review for all broadcast ownership rules; such biennial reviews are required in accordance with the 1996 Telecom Act. Final comments were due to be filed no later than February 3, 2003, and a decision whether to retain the existing rules or perhaps relax them may be forthcoming from the FCC as early as the end of March 2003. Relaxation of the multiple ownership rules may allow us, and competitors, to increase the number of stations we own in a particular market, and may permit us, and competitors, to own other media in a particular market. We cannot predict the impact of the results of the FCC’s rulemaking on our business.

Risks Relating To The Cable Television Industry

     Competition from other communication service providers could reduce our revenues and cash flow.

     Cable television systems operate in a very competitive business environment, and we may compete against competitors with fewer regulatory burdens, greater financial and personnel resources, greater brand name recognition and long-standing relationships with regulatory authorities. Moreover, mergers, joint ventures and alliances among franchise, wireless or private cable television operators, regional bell operating companies and others may result in providers capable of offering cable television and other telecommunications services in direct competition with us.

     Our cable television systems face competition from:

• alternative methods of receiving and distributing television signals, including:

1.	direct broadcast satellite, which is a satellite service of one or more program channels that can be received on a subscriber’s premises directly using an antenna;
2.	multichannel multipoint distribution systems, which use low power microwave frequencies with increased channel capacity to transmit video programming over the air to customers;
3.	satellite master antenna television systems, which use one central antenna to receive and deliver programming to a concentrated group of viewers, such as in apartments, hotels or hospitals; and
4.	broadcast digital television, which can deliver high definition television pictures, digital-quality programs and CD-quality audio programming;

• data transmission and Internet service providers;

• regional bell operating companies, other telephone companies, public utility companies and other entities that are in the process of entering the cable television business; and

• other sources of news, information and entertainment such as newspapers, movie theaters, live sporting events and home video products, including videotape cassette recorders and digital video disc players.

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     If our cable franchises are not renewed or if our franchises encounter competition, we may experience a significant decline in our revenues and cash flow.

     Cable television companies operate under non-exclusive franchises granted by local authorities, which are subject to renewal and renegotiation from time to time. Our business is dependent upon the retention and renewal of our local franchises. The non-renewal or termination of franchises relating to a significant portion of our subscribers could have a material adverse effect on our revenues and cash flow. A franchise is generally granted for a fixed term ranging from 5 to 15 years, but in many cases the franchise may be terminated if the franchisee fails to comply with the material provisions of the franchise agreement. Franchises typically impose conditions relating to the use and operation of the cable television system, including requirements relating to the payment of fees, system bandwidth capacity, customer service requirements, franchise renewal and termination. The Cable Communications Policy Act of 1984 provides for an orderly franchise renewal process in which franchise renewal will not be unreasonably withheld. If renewal is denied and the franchising authority acquires ownership of the system or effects a transfer of the system to another person, the operator generally is entitled to the “fair market value,” but with no value allocated to the franchise itself in a non-renewal situation, for the system covered by such franchise. No assurances can be given that we will be able to retain or renew our franchises or that the terms of any such renewals will be on terms as favorable to us as our existing franchises.

     Changes in cable television regulation could increase our costs and reduce our revenues.

     Federal, state and local regulation can increase the costs of operating our cable systems and limit the rates we can charge. The Cable Television Consumer Protection and Competition Act of 1992, the Telecommunications Act of 1996 and the FCC’s rules implementing these acts have increased the administrative and operational expenses of cable television systems. The FCC and local or state franchise authorities have also gained additional regulatory oversight powers under these acts. The FCC is currently considering whether franchise authorities should be allowed to collect a franchise fee on revenues derived from cable modem service. The FCC and Congress continue to be concerned that rates for programming services are rising at a rate exceeding inflation. It is therefore possible that, notwithstanding the recent elimination of cable programming service tiers rate regulation, Congress may enact legislation in the future to reimpose additional rate controls on cable systems.

     Cable television systems generally operate pursuant to non-exclusive franchises, permits or licenses granted by a municipality or other state or local governmental entity. The terms and conditions of franchises vary materially from jurisdiction to jurisdiction. A number of states subject cable systems to the jurisdiction of centralized state governmental agencies. No state in which we currently operate has enacted state level regulation. We cannot predict whether any of the states in which we currently operate will engage in such regulation in the future. If we become subject to this type of regulation, the costs of operating our cable systems may increase and the rates we can charge may be limited.

     If our programming costs continue to increase and we cannot pass them along to our customers, our cash flow will decrease.

     Our cable programming costs are increasing. Programming has been and is expected to continue to be our largest single expense item and accounted for approximately 33% and 29% of the our total operating costs for the years ended December 31, 2002 and 2001, respectively. In recent years, the cable industry has experienced a rapid escalation in the cost of programming, particularly sports programming. Moreover, television stations have become increasingly aggressive in demanding cash or other consideration in return for granting retransmission consent for our ability to carry such stations. This escalation may continue, and we may not be able to pass programming cost increases on to our subscribers. In addition, as we add programming to our limited and “expanded basic” tiers, we may face additional market constraints on our ability to pass these costs on to our subscribers. Our financial condition, results of operations and cash flows could be negatively affected by further increases in programming costs.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

     This prospectus and the information incorporated by reference into this prospectus contain certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including, without limitation, statements containing the words “believes,” “anticipates,” “expects,” “estimates,” “intends,” “plans,” “projection,” “will continue” and words of similar import. We have based these forward-looking statements on our current expectations and projections about future events and trends affecting the financial condition of our business which may prove to be incorrect. These forward-looking statements relate to future events, our future financial performance, and involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance, achievements or industry results to be materially different from any future results, performance or achievements expressed or implied by such forward looking statements. You should specifically consider the various factors identified in this prospectus, particularly those under the caption “Risk Factors,” and in any other documents filed by us with the SEC that could cause actual results to differ materially from our forward-looking statements.

     All statements other than of historical facts included herein or therein, including those regarding market trends, our financial position, business strategy, projected plans and objectives of management for future operations, are forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results or performance to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include, but are not limited to:

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

• interest rate movements;

• terrorists’ acts or adverse reactions to United States anti-terrorism activities;

• expectations and estimates concerning future financial performance;

• the amounts and timing of payments required under the Radio Employee Stock Plan and the Cable Performance Share Plan;

• acquisition opportunities and our ability to successfully integrate acquired businesses, properties or other assets and realize anticipated benefits of such acquisitions;

• financing plans and access to adequate capital on favorable terms;

• our ability to service our outstanding indebtedness and the impact such indebtedness may have on the way we operate our businesses;

• the impact of competition from other radio stations, media forms and communication service providers;

• the impact of existing and future regulations affecting our businesses, including radio licensing and ownership rules and cable television regulations;

• changes in generally accepted accounting principles and standards, as well as SEC rules and regulations;

• the possible non-renewal of cable franchises;

• increases in programming costs;

• the accuracy of anticipated trends in our businesses, including those discussed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” herein;

• advances in technology and our ability to adapt to and capitalize on such advances;

• decreases in our customers’ advertising and entertainment expenditures; and

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• other factors over which we may have little or no control.

     All forward-looking statements attributable to us or to persons acting on our behalf are expressly qualified in their entirety by this cautionary statement. Any forward-looking statement speaks only as of the date it was made, and, except for our ongoing obligations to disclose material information as required by the federal securities laws, 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 report might not transpire.

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THE EXCHANGE OFFER

General

     We are offering to exchange up to $150 million in the aggregate principal amount of exchange notes for the same aggregate principal amount of outstanding notes. We are making the exchange offer for all of the outstanding notes. Your participation in the exchange offer is voluntary and you should carefully consider whether to accept this offer.

Purpose and Effect of the Exchange Offer

     We issued and sold $150 million in principal amount of the outstanding notes on April 23, 2003 in a transaction exempt from the registration requirements of the Securities Act. Because this transaction was exempt under the Securities Act, you may re-offer, resell, or otherwise transfer the outstanding notes only if registered under the Securities Act or if an applicable exemption from the registration and prospectus delivery requirements of the Securities Act is available.

     In connection with the issuance of the outstanding notes, we entered into a registration rights agreement. Under the registration rights agreement, we, among other things, agreed to:

• prepare and file a registration statement with the SEC for the proposed purpose of exchanging the outstanding notes for notes which have substantially the same terms and have been registered under the Securities Act;

• use our best efforts to cause the registration statement to become effective within 135 days following the original issuance of the outstanding notes;

• keep the exchange offer open for at least 20 business days after its commencement;

• use our best efforts to complete the exchange offer within 30 business days, or such longer period as may be required by law, after the effective date of the registration statement;

• accept for exchange all outstanding notes validly tendered by and not withdrawn in accordance with the terms of the exchange offer set forth in the registration statement; and

• use our efforts to file a shelf registration statement for the resale of the notes if we cannot effect an exchange offer within the time periods listed above and in certain other circumstances.

     In addition, there are circumstances where we are required to use our best efforts to file a shelf registration statement with respect to resales of the notes. We have filed a copy of the registration rights agreement as an exhibit to the registration statement that this prospectus forms a part of and that has been filed with the SEC.

     As soon as practicable after the registration statement is declared effective, we will offer the holders of outstanding notes who are not prohibited by any law or policy of the SEC from participating in this exchange offer the opportunity to exchange their outstanding notes for exchange notes registered under the Securities Act that are substantially identical to the outstanding notes, except that the exchange notes will not contain terms with respect to transfer restrictions, registration rights and liquidated damages.

     In the event that we do not meet certain deadlines set forth in the registration rights agreement with respect to the registration of the exchange notes and consummation of the exchange offer, we have agreed to pay to each affected holder of outstanding notes liquidated damages in an amount equal to $0.05 per week per $1,000 in principal amount of outstanding notes for each week or portion thereof that the default continues for the first 60-day period immediately following the occurrence of such default. The amount of liquidated damages shall increase by an additional $0.05 per week per $1,000 in principal amount with respect to each subsequent 60-day period, up to a maximum of $0.30 per week per $1,000 in principal amount, until all defaults have been cured. We are not required to pay liquidated damages for more than one default at any given time.

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     To exchange your outstanding notes for freely transferable exchange notes, you will be required to make the following representations:

• any exchange notes that you receive will be acquired in the ordinary course of your business;

• you have no arrangement or understanding with any person or entity to participate in the distribution of the exchange notes;

• you are not our “affiliate,” as defined in Rule 405 of the Securities Act;

• you are not a broker-dealer, and you are not engaged in and do not intend to engage in the distribution of the exchange notes;

• if you are a broker-dealer that will receive exchange notes for your own account and you acquired those notes as a result of market-making activities or other trading activities, you will deliver a prospectus, as required by law, in connection with any resale of the exchange notes; and

• any other representations and warranties required by law or SEC policy.

Resale of Exchange Notes

     Based on the interpretations of the SEC staff in no-action letters issued to third parties, we believe that exchange notes issued in the exchange offer may be offered for resale, resold and otherwise transferred by you without compliance with the registration and prospectus delivery provisions of the Securities Act, if:

• you are not our “affiliate” within the meaning of Rule 405 under the Securities Act;

• the exchange notes are acquired in the ordinary course of your business; and

• you are not participating, do not intend to participate and have no arrangements or understanding with any person to participate in any distribution of the exchange notes.

     Broker-dealers that acquired outstanding notes directly from us may not rely on the interpretations of the SEC described above. Accordingly, in order to sell their notes, broker-dealers that acquired outstanding notes directly from us must comply with the registration and prospectus delivery requirements of the Securities Act, including being named as a selling security holder in any resale prospectus. If you are a broker-dealer that will receive exchange notes for your own account in exchange for outstanding notes and you acquired those notes as a result of market-making activities or other trading activities, you must deliver a prospectus, as required by law, in connection with any resale of the exchange notes. Only broker-dealers that acquired outstanding notes as a result of market-making or other trading activities may participate in the exchange offer.

     If you do not satisfy the above conditions, you

• cannot rely on the interpretations by the SEC staff; and

• must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction.

     We do not intend to seek our own no-action letter, and we cannot assure you that the SEC staff would make a similar determination with respect to the exchange notes as it has in prior no-action letters issued to other parties. In November 1998, the SEC proposed various changes to the regulatory structure for offerings registered under the Securities Act. The SEC has stated that, if these proposals are adopted, the SEC staff will repeal the interpretations set forth in prior no-action letters. We cannot predict whether these proposals will be adopted or, if they are adopted, when and in what form they will be adopted or what impact any new interpretations would have on this exchange offer.

     If an exemption from registration is not available, any noteholder intending to resell exchange notes must be covered by an effective registration statement under the Securities Act containing the selling noteholder’s information required by Items 507 and 508 of Regulation S-K under the Securities Act. This

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prospectus may be used for an offer to resell, resale or other retransfer of exchange notes only as specifically described in this prospectus. Please read the section captioned “Plan of Distribution” for more details regarding the transfer of exchange notes.

Terms of the Exchange Offer

     Upon the terms and subject to the conditions described in this prospectus and in the letter of transmittal, we will accept for exchange any outstanding notes properly tendered and not withdrawn prior to the expiration date. We will issue exchange notes in principal amount equal to the principal amount of outstanding notes surrendered. Outstanding notes may be tendered for exchange notes only in integral multiples of $1,000.

     The exchange offer is not conditioned upon any minimum aggregate principal amount of outstanding notes being tendered for exchange.

     As of the date of this prospectus, $150 million aggregate principal amount of the outstanding notes are outstanding. This prospectus and the letter of transmittal are being sent to all registered holders of outstanding notes. There will be no fixed record date for determining registered holders of outstanding notes entitled to participate in the exchange offer.

     We intend to conduct the exchange offer in accordance with the provisions of the registration rights agreement, the applicable requirements of the Securities Act and the Securities Exchange Act of 1934, and the rules, regulations and interpretations of the SEC. Outstanding notes that are not tendered for exchange will remain outstanding and continue to accrue interest, but will not be entitled to the rights and benefits the holders have under the registration rights agreement.

     We will be deemed to have accepted for exchange properly tendered outstanding notes when we have given oral or written notice of the acceptance to the exchange agent and complied with the applicable provisions of the registration rights agreement. The exchange agent will act as agent for the tendering holders for the purposes of receiving the exchange notes from us.

     If you tender outstanding notes in the exchange offer, you will be required to pay any applicable brokerage commissions, fees or transfer taxes with respect to the exchange of outstanding notes. We will not pay any charges and expenses (other than those related to the registration of the exchange notes) in connection with the exchange offer. It is important that you read the “—Fees and Expenses” section for more details regarding fees and expenses incurred in the exchange offer.

     We will return any outstanding notes that we do not accept for exchange for any reason without expense to their tendering holder as promptly as practicable after the expiration or termination of the exchange offer.

     Neither we nor the exchange agent makes any recommendation to holders of the outstanding notes as to whether to tender or refrain from tendering all or any portion of their outstanding notes in the exchange offer. In addition, no one has been authorized to make any recommendation to holders of the outstanding notes. After reading this prospectus and the letter of transmittal and consulting with your advisers, if any, based on your financial position and requirements, you must make your own decision whether to participate in the exchange offer, and, if so, the aggregate amount of outstanding notes to tender.

Expiration Date

     The exchange offer will expire at 5:00 p.m., New York City time on      , 2003, unless, in our sole discretion, we extend it. Notwithstanding the preceding, we will not extend the expiration date beyond      , 2003.

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Extensions, Delays in Acceptance, Termination or Amendment

     We expressly reserve the right, at any time or various times, to extend the period of time during which the exchange offer is open. We may delay acceptance of any outstanding notes by giving oral or written notice of the extension to their holders. During any extensions, all outstanding notes previously tendered will remain subject to the exchange offer, and we may accept them for exchange.

     In order to extend the exchange offer, we will notify the exchange agent orally or in writing of any extension. We will notify the registered holders of outstanding notes of the extension no later than 9:00 a.m., New York City time, on the business day after the previously scheduled expiration date.

     If any of the conditions described below under “—Conditions to the Exchange Offer” have not been satisfied, we reserve the right, in our sole discretion:

• to delay accepting for exchange any outstanding notes;

• to extend the exchange offer; or

• to terminate the exchange offer

by giving oral or written notice of the delay, extension or termination to the exchange agent. We also reserve the right to amend the terms of the exchange offer.

     Any delay in acceptance, extension, termination or amendment will be followed as promptly as practicable by oral or written notice to the registered holders of outstanding notes. If we amend the exchange offer in a manner that we determine to constitute a material change, we will promptly file a post-effective amendment to the registration statement and disclose the amendment by means of a prospectus supplement when the post-effective amendment has been declared effective by the SEC. The prospectus supplement will be distributed to the registered holders of the outstanding notes. Depending upon the significance of the amendment and the manner of disclosure to the registered holders, we will extend the exchange offer if the exchange offer would otherwise expire during any period of delay.

Conditions to the Exchange Offer

     Despite any other term of the exchange offer, we will not be required to accept for exchange, or exchange any exchange notes for any outstanding notes, and we may terminate the exchange offer as provided in this prospectus before accepting any outstanding notes for exchange, if in our reasonable judgment:

• the exchange offer, or the making of any exchange by a holder of outstanding notes, would violate applicable law or any applicable interpretation of the staff of the SEC;

• any action or proceeding has been instituted or threatened in any court or by or before any governmental agency with respect to the exchange offer that, in our judgment, would reasonably be expected to impair our ability to proceed with the exchange offer; or

• you do not tender your outstanding notes in compliance with the terms of the exchange offer.

     In addition, we will not be obligated to accept for exchange the outstanding notes of any holder that has not made to us the representations described under “—Purpose and Effect of the Exchange Offer” and “—Procedures for Tendering” and “Plan Distribution.”

     We expressly reserve the right to amend or terminate the exchange offer and to reject for exchange any outstanding notes not previously accepted for exchange, upon the occurrence of any of the conditions to the exchange offer specified above. We will give oral or written notice of any extension, amendment, non-acceptance or termination to the registered holders of the outstanding notes as promptly as practicable.

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     These conditions are for our sole benefit and we may assert them in whole or in part at any time or at various times in our sole discretion. If we fail at any time to exercise any of these rights, this failure will not mean that we have waived our rights. Each right will be deemed an ongoing right that we may assert at any time or at various times. If any waiver or amendment constitutes a material change to the exchange offer, we will promptly disclose the waiver or amendment by means of a prospectus supplement that will be distributed to the registered holders of the outstanding notes. In this case, we will extend the exchange offer to the extent required by the Exchange Act to provide holders of outstanding notes the opportunity to effectively consider the additional information and to factor this information into their investment decision.

     In addition, we will not accept for exchange any outstanding notes tendered, and will not issue exchange notes in exchange for any outstanding notes, if at the time any stop order has been threatened or is in effect with respect to (i) the registration statement of which this prospectus constitutes a part or (ii) the qualification of the indenture relating to the notes under the Trust Indenture Act of 1939.

     We currently expect that each of these conditions will be satisfied and that no waiver will be necessary.

Procedures for Tendering

How to Tender Generally

     Only a holder of outstanding notes may tender the outstanding notes in the exchange offer. To tender in the exchange offer, a holder must:

• complete, sign and date the letter of transmittal, or a facsimile of the letter of transmittal;

• have the signature on the letter of transmittal guaranteed, if the letter of transmittal so requires; and

• mail, send by facsimile or otherwise deliver the letter of transmittal to the exchange agent prior to the expiration date; or

• comply with the automated tender offer program procedures of DTC, as described below.

     In addition, either:

• the exchange agent must receive, prior to the expiration date, a timely confirmation of book-entry transfer of the outstanding notes into the exchange agent’s account at DTC according to the procedure for book-entry transfer described below or a properly transmitted agent’s message; or

• the holder must comply with the guaranteed delivery procedures, as described below.

     To be tendered effectively, the exchange agent must receive any physical delivery of the letter of transmittal and other required documents at its address provided under “—The Exchange Agent” prior to the expiration date.

     A tender by a holder that is not withdrawn prior to the expiration date will constitute an agreement between the holder and us in accordance with the terms and subject to the conditions described in this prospectus and in the letter of transmittal.

     The method of delivery of the letter of transmittal and all other required documents to the exchange agent is at your election and risk. Rather than mail these items, we recommend that you use an overnight or hand delivery service. In all cases, you should allow sufficient time to assure delivery to the exchange agent before the expiration date. Do not send the letter of transmittal to us. You may request your brokers, dealers, commercial banks, trust companies or other nominees to effect the above transactions for you.

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How to Tender if You Are a Beneficial Owner

     If you beneficially own outstanding notes that are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender those notes, you should contact the registered holder promptly and instruct it to tender on your behalf.

Your Representation to Us

     By signing or agreeing to be bound by the letter of transmittal, you represent to us that, among other things:

• any exchange notes that you receive are being acquired in the ordinary course of your business;

• you have no arrangement or understanding with any person or entity to participate in any distribution of the exchange notes;

• you are not a broker-dealer, and you are not engaged in and do not intend to engage in any distribution of the exchange notes;

• if you are a broker-dealer that will receive exchange notes for your own account in exchange for outstanding notes and you acquired those notes as a result of market-making activities or other trading activities, you will deliver a prospectus, as required by law, in connection with any resale of the exchange notes; and

• you are not our “affiliate,” as defined in Rule 405 of the Securities Act.

     Signatures and Signature Guarantees

     You must have signatures on a letter of transmittal or any notice of withdrawal, as described below, guaranteed by a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in the United States, or an “eligible guarantor institution” within the meaning of Rule 17Ad-15 under the Exchange Act, that is a member of one of the recognized signature guarantee programs identified in the letter of transmittal, unless the outstanding notes are tendered:

• by a registered holder who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on the letter of transmittal; or

• for the account of a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondence in the United States, or an eligible guarantor institution.

     If the letter of transmittal or any notes or note powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, those persons should so indicate when signing. Unless waived by us, the parties listed above should also submit evidence satisfactory to us of their authority to deliver the letter of transmittal.

     Tendering Through DTC’s Automated Tender Offer Program

     Any financial institution that is a participant in DTC’s system may be able to use DTC’s automated tender offer program to tender. Participants in the program may be able to transmit their acceptance of the exchange offer electronically. They may do so by causing DTC to transfer the outstanding notes to the exchange agent in accordance with its procedures for transfer. DTC will then send an agent’s message to the exchange agent.

     The term “agent’s message” means a message transmitted by DTC, received by the exchange agent and forming part of the book-entry confirmation, to the effect that:

• DTC has received an express acknowledgment from a participant in its automated tender offer program that it is tendering outstanding notes that are the subject of the book-entry confirmation;

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• the participant has received and agrees to be bound by the terms of the letter of transmittal or, in the case of an agent’s message relating to guaranteed delivery, that the participant has received and agrees to be bound by the applicable notice of guaranteed delivery; and

• the agreement may be enforced against the participant.

Determinations Under the Exchange Offer

     We will determine in our sole discretion all questions as to the validity, form, eligibility, time of receipt, acceptance of tendered outstanding notes and withdrawal of tendered outstanding notes. Our determination will be final and binding on all parties. We reserve the absolute right to reject any outstanding notes not properly tendered or any outstanding notes our acceptance of which would, in the opinion of our counsel, be unlawful. We also reserve the right to waive any defect, irregularities or conditions of tender as to particular outstanding notes. Our interpretation of the terms and conditions of the exchange offer, including the instructions in the letter of transmittal, will be final and binding on all parties. Unless waived, all defects or irregularities in connection with tenders of outstanding notes must be cured within the time as we will determine. Although we intend to notify holders of defects or irregularities with respect to tenders of outstanding notes, neither we, the exchange agent nor any other person is obligated to do so, and no such parties will incur any liability for failure to give the notification. Tenders of outstanding notes will not be deemed made until the defects or irregularities have been cured or waived. Any outstanding notes received by the exchange agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned to the tendering holder, unless otherwise provided in the letter of transmittal, as soon as practicable following the expiration date.

When We Will Issue Exchange Notes

     In all cases, we will issue exchange notes for outstanding notes that we have accepted for exchange only after the exchange agent timely receives:

• outstanding notes or a timely book-entry confirmation of the outstanding notes into the exchange agent’s account at DTC;

• a properly completed and duly executed letter of transmittal and all other required documents or a properly transmitted agent’s message; and

• the exchange offer has expired.

Return of Outstanding Notes Not Accepted or Excepted

     If we do not accept any tendered outstanding notes for exchange for any reason described in the terms and conditions of the exchange offer or if outstanding notes are submitted for a greater principal amount than the holder desires to exchange, the unaccepted or non-exchanged outstanding notes will be returned without additional expense to their tendering holder. In the case of outstanding notes tendered by book-entry transfer into the exchange agent’s account at DTC according to the procedures described below, the non-exchanged outstanding notes will be credited to an account maintained with DTC. These actions will occur as promptly as practicable after the expiration or termination of the exchange offer.

Book-Entry Transfer

     The exchange agent will establish an account with respect to the outstanding notes at DTC for purposes of the exchange offer promptly after the date of this prospectus. Any financial institution participating in DTC’s system may make book-entry delivery of outstanding notes by causing DTC to transfer the outstanding notes into the exchange agent’s account at DTC in accordance with DTC’s procedures for transfer.

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Guaranteed Delivery Procedures

     If you wish to tender your outstanding notes but you cannot deliver the letter of transmittal or any other required documents to the exchange agent or comply with the applicable procedures under DTC’s automated tender offer program prior to the expiration date, you may still tender if:

• the tender is made through a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in the United States, or an eligible guarantor institution;

• prior to the expiration date, the exchange agent receives from a member firm as described above, either a properly completed and duly executed notice of guaranteed delivery by facsimile transmission, mail or hand delivery or a properly transmitted agent’s message and notice of guaranteed delivery;

• setting forth your name and address, the registered number(s) of your outstanding notes and the principal amount of outstanding notes tendered;

• stating that the tender is being made thereby;

• guaranteeing that, within three New York Stock Exchange trading days after the expiration date, the letter of transmittal or facsimile thereof, together with the outstanding notes or a book-entry confirmation, and any other documents required by the letter of transmittal will be deposited by the eligible guarantor institution with the exchange agent; and

• the exchange agent receives the properly completed and executed letter of transmittal or facsimile thereof, as well as a book-entry confirmation, and all other documents required by the letter of transmittal, within three New York Stock Exchange trading days after the close of business, New York time, on the expiration date.

     Upon request to the exchange agent, a notice of guaranteed delivery will be sent to you if you wish to tender your outstanding notes according to the guaranteed delivery procedures described above.

Withdrawal of Tenders

     Except as otherwise provided in this prospectus, you may withdraw your tender at any time prior to the expiration date.

     For a withdrawal to be effective:

• the exchange agent must receive a written notice of withdrawal at one of the addressees listed below under “—The Exchange Agent,” or

• you must comply with the appropriate procedures of DTC’s automated tender offer program system.

     Any notice of withdrawal must:

• specify the name of the person who tendered the outstanding notes to be withdrawn; and

• identify the outstanding notes to be withdrawn, including the principal amount of the outstanding notes.

     If outstanding notes have been tendered under the procedure for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn outstanding notes and must otherwise comply with the procedures of DTC.

     We will determine all questions as to the validity, form, eligibility and time of receipt of notice of withdrawal, and our determination will be final and binding on all parties. We will deem any outstanding notes so withdrawn not to have been validly tendered for exchange for purposes of the exchange offer.

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     Any outstanding notes that have been tendered for exchange but that are not exchanged for any reason will be credited to an account maintained with DTC for the outstanding notes. This crediting will take place as soon as practicable after withdrawal, rejection of tender or termination of the exchange offer. You may retender properly withdrawn outstanding notes by following one of the procedures described under “—Procedures for Tendering” above at any time on or prior to the expiration date.

The Exchange Agent

     J.P. Morgan Trust Company, National Association has been appointed as the exchange agent for the exchange offer. J.P. Morgan Trust Company, National Association also serves as the trustee under the indenture governing the notes. Questions and requests for assistance or additional copies of this prospectus or the letter of transmittal should be directed to the exchange agent addressed as follows:

By Registered Mail or Certified Mail:	By Overnight Courier:
J.P. Morgan Trust Company, National Association	J.P. Morgan Trust Company, National Association
2001 Bryan Street	2001 Bryan Street
9th Floor	9th Floor
Dallas, Texas 75201	Dallas, Texas 75201
Attention: Frank Ivins	Attention: Frank Ivins
By Telephone: (214) 468-6464	By Facsimile: (214) 468-6494
	(confirm receipt by telephone)

Fees and Expenses

     We will bear the expenses of the exchange offer. The principal offer is being made by mail; however, we may make additional offers by telegraph, telephone or in person by our officers and regular employees and those of our affiliates.

     We have not retained any dealer-manager in connection with the exchange offer and will not make payments to broker-dealers or other soliciting acceptances of the exchange offer. We will, however, pay the exchange agent reasonable and customary fees, if any, for its services and reimburse it for its related reasonable out-of-pocket expenses.

     We will pay the expenses to be incurred in connection with the exchange offer. They include:

• SEC registration fees;

• fees and expenses of the exchange agent and trustee;

• accounting and legal fees and printing costs; and

• any related fees and expenses.

Transfer Taxes

     We will not pay any transfer taxes, if any, applicable to the exchange of outstanding notes under the exchange offer. In addition to the exchange of your notes, you may be required to pay any transfer taxes, whether imposed on the registered holder or any other person, if:

• certificates representing outstanding notes for principal amounts not tendered or accepted for exchange are to be delivered to, or are to be issued in the name of, any person other than the registered holder of outstanding notes tendered;

• tendered outstanding notes are registered in the name of any person other than the person signing the letter of transmittal;

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• a transfer tax is imposed for any reason other than the exchange of outstanding notes under the exchange offer; or

• satisfactory evidence of payment of any transfer taxes payable by a noteholder is not submitted with the letter of transmittal.

     If you have any questions regarding transfer taxes, you should consult your legal or tax advisor. In such circumstances, the amount of the transfer taxes will be billed directly to that tendering holder.

Consequences of Failure to Exchange

     If you do not exchange your outstanding notes for exchange notes in the exchange offer, you will remain subject to the existing restrictions on transfer of the outstanding notes, and the market for secondary resales is likely to be minimal. In general, you may not offer or sell the outstanding notes unless they are registered under the Securities Act, or if the offer or sale is exempt from registration under the Securities Act and applicable state securities laws. Except as required by the registration rights agreement, we do not intend to register the outstanding notes under the Securities Act. Unless they are broker-dealers selling under certain circumstances, holders of outstanding notes will no longer have any rights under the registration rights agreement although the outstanding notes will remain outstanding and will continue to accrue interest. Broker-dealers that are not eligible to participate in the exchange offer may have additional rights under the registration rights agreement to facilitate the sale of their outstanding notes.

     Participation in the exchange offer is voluntary, and you should carefully consider whether to accept. You are urged to consult your financial and tax advisors in making your own decision on what action to take.

Accounting Treatment

     We will record the exchange notes in our accounting records at the same carrying value as the outstanding notes, which is the aggregate principal amount of the outstanding notes, as reflected in our accounting records on the date of exchange. Accordingly, we will not recognize any gain or loss for accounting purposes in connection with the exchange offer.

Further Note Acquisition

     We may in the future seek to acquire untendered outstanding notes in open market or privately negotiated transactions, through subsequent exchange offers or otherwise. We are not required and have no present plans to acquire any outstanding notes that are not tendered in the exchange offer or to file a registration statement to permit resales of any untendered outstanding notes.

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USE OF PROCEEDS

     We will not receive any cash proceeds from the issuance of the exchange notes. In consideration for issuing the exchange notes, we will receive in exchange a like principal amount of outstanding notes. The outstanding notes surrendered in the exchange offer will be retired and canceled and cannot be reissued.

     The net proceeds from the issuance of the outstanding notes, approximately $148.3 million after deducting the expenses of the offering, were used to reduce our borrowings under the revolving portion of our senior credit facility. At December 31, 2002, the average interest rate on borrowings under the revolving portion of our senior credit facility was 3.1%. The revolving portion of our senior credit facility matures in June 2007.

     We may borrow funds available under our senior credit facility in the future, as we have in the past, for general business purposes, improvements, ongoing capital expenditure requirements, acquisitions and other general business purposes. Although we continually evaluate potential strategic acquisitions that we believe would complement our existing business, we do not have currently any material pending negotiations or agreements regarding future acquisitions.

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CAPITALIZATION

     The following table sets forth, as of December 31, 2002: (1) our actual consolidated capitalization and (2) our as adjusted capitalization giving effect to the offering of the outstanding notes and the application of the net proceeds from the offering as set forth under “Use of Proceeds.” This table should be read in conjunction with the audited consolidated financial statements and related notes elsewhere in this prospectus.

		December 31, 2002
		Actual		As Adjusted
		(dollars in thousands)
Long-term debt, including current maturities:
Senior credit facility:
	Revolving credit facility	$	179,700	$	31,400
	Term loans		191,250		191,250
Other senior indebtedness			187		187
8-1/2% senior subordinated notes due 2009			150,000		150,000
7-3/8% senior subordinated notes due 2013			—		150,000
	Total long-term debt (including current maturities)(1)		521,137		522,837
Stockholders’ equity:
Preferred stock, voting, 7% cumulative with par value of $100, 110,000 shares authorized, 70,499.23 issued and outstanding			7,050		7,050
Common stock, voting, $1 par value, 1,100,000 shares authorized, 1,100,000 shares issued and outstanding			1,100		1,100
Retained earnings			15,909		15,909
Total stockholders’ equity			24,059		24,059
	Total capitalization	$	545,196	$	546,896

(1) At December 31, 2002, the current portion of our long-term debt was $17.0 million.

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SELECTED HISTORICAL FINANCIAL DATA

     We present below selected historical financial and operating data. Our consolidated financial statements as of and for the years ended December 31, 2001, 2000, 1999 and 1998 were restated to:

• properly reflect the accounting for changes in share values related to a modification to our Radio Employees Stock Plan, primarily to report changes in values of shares issued under the plan as non-cash expenses, rather than as direct charges to retained earnings as previously reported;

• properly account for payments received from cable programming suppliers for channel launch support and promotion, which were formerly recognized as reductions to marketing expenses based on advertising and marketing efforts for the periods advertising campaigns were run;

• depreciate ratably over the rebuild period cable distribution systems being rebuilt, rather than the prior practice of recognizing a loss at the end of a rebuild project; and

• recognize additional amortization expense and lease charges.

The reclassification of 1999’s pension curtailment gain and debt retirement costs as components of operating income have been included in the restatement adjustments.

     The net effect of these restatements was to reduce operating income by $26.8 million, $23.4 million, $6.7 million and $152,000 in 2001, 2000, 1999 and 1998, respectively. The restatements did not affect cash, total assets, total debt, revenues or cash flows from operating activities. Please see footnote 15 to our consolidated financial statements as of December 31, 2002 and 2001 and for the three years ended December 31, 2002 for additional information on the restatement.

     We derived the following summary historical consolidated financial and operating data (excluding cable operating data) as of December 31, 2002 and 2001, and for the three years ended December 31, 2002 from our audited consolidated financial statements. The following summary historical consolidated financial and operating data (excluding cable operating data) as of December 31, 1998, 1999 and 2000 and for the years ended December 31, 1998 and 1999 was derived from unaudited financial information because our previously reported audited consolidated financial statements as of and for the years then ended were restated for certain items but not reaudited. You should read the following information together with the “Management’s Discussion and Analysis of Results of Operations and Financial Condition” and the accompanying consolidated financial statements and related notes elsewhere in this prospectus.

		Year ended December 31,
		2002			2001			2000			1999		1998
					(Restated)			(Restated)			(Restated)		(Restated)
		Dollars in Thousands
Income Statement Data:
Revenues:
	Radio	$	216,222		$	198,039		$	220,886		$	185,193	$	151,170
	Cable		122,754			104,758			93,113			82,720		70,641
	Internet and Other		9,670			10,632			6,590			3,353		1,616
Total revenues			348,646			313,429			320,589			271,266		223,427
Total operating expenses			292,378			291,274			263,373			210,800		171,476
Operating income (1)(2)			56,268			22,155			57,216			60,466		51,951
Interest expense			29,200			37,887			37,523			28,573		20,506
Interest income from loan to parent company			7,162			6,895			6,696			4,476		—
Other income (loss)			(1,406	)		(256	)		(1,474	)		379		334
Income (loss) before income taxes			32,824			(9,093	)		24,915			36,748		31,779
Provision for income taxes			17,904			6,416			16,762			15,114		14,143
Income (loss) before minority interests			14,920			(15,509	)		8,153			21,634		17,636

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			Year ended December 31,
			2002			2001			2000			1999			1998
						(Restated)			(Restated)			(Restated)			(Restated)
			Dollars in Thousands
Minority interests				(3,758	)		(1,694	)		(3,839	)		(3,376	)		(4,304	)
Net income (loss) (1)			$	11,162		$	(17,203	)	$	4,314		$	18,258		$	13,332
Balance Sheet Data (end of period):
Total assets			$	746,527		$	665,725		$	657,342		$	523,242		$	353,241
Total debt				521,137			495,106			500,600			405,621			272,776
Stockholders’ equity				24,059			13,390			31,086			28,615			8,581
Cash Flow Data:
Cash flows related to:
		Operating activities	$	86,035		$	66,954		$	67,105		$	60,211		$	36,843
		Investing activities		(95,387	)		(60,760	)		(163,478	)		(182,944	)		(38,842	)
		Financing activities		9,352			(6,194	)		95,734			121,430			3,941
Other Financial Data:
Depreciation and amortization			$	29,470		$	41,839		$	36,239		$	30,071		$	21,581
Capital expenditures			$	28,329		$	31,739		$	36,913		$	33,066		$	29,592
Ratio of earnings to fixed charges(3)				2.0x			—			1.6x			2.1x			2.3x
Cable Operating Data:
	Homes passed			292,753			266,591			254,268			243,453			214,650
	Basic subscribers			206,372			194,890			192,129			187,406			166,917
	Basic penetration (4)			70.3	%		73.1	%		75.6	%		77.0	%		77.8	%
	Premium units (5)			69,305			71,627			79,522			75,813			65,327
	Premium penetration (6)			33.7	%		36.8	%		41.4	%		40.5	%		39.1	%
	Average monthly revenue per basic subscriber (7)		$	50.35		$	45.28		$	40.99		$	37.33		$	35.18

(1) Effective January 1, 2002, we adopted Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets” (“SFAS No. 142”), which eliminated the amortization of goodwill, Federal Communications Commission (FCC) broadcast licenses and cable franchise values as of that date. The following table adjusts prior reported operating income and net income for amortization of goodwill, FCC broadcast licenses and cable franchise values reported in those periods and the estimated impact on net income had SFAS No. 142 been in effect for such periods.

		Years Ended December 31,
		2002		2001			2000		1999		1998
		Dollars in Thousands
Operating Income		$	56,268	$	22,155		$	57,216	$	60,466	$	51,951
	Add: Amortization eliminated in SFAS No. 142		—		14,192			12,121		10,295		9,005
	Adjusted Operating Income	$	56,268	$	36,347		$	69,337	$	70,761	$	60,956
Net Income (Loss)		$	11,162	$	(17,203	)	$	4,314	$	18,258	$	13,332
	Add: Amortization eliminated in SFAS No. 142, net of income taxes		—		9,165			7,930		6,691		5,853
	Adjusted Net Income (Loss)	$	11,162	$	(8,038	)	$	12,244	$	24,949	$	19,185

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(2) The following table sets forth the reclassifications and adjustments to our operating income resulting from the restatement of our consolidated financial statements for the years ended December 31, 2001, 2000, 1999 and 1998. Our financial statements for the year ended December 31, 2002 were not restated. For further information, please see Note 15 to our consolidated financial statements.

Reclassifications and Restatement Adjustments to Operating Income

	Year Ended December 31,
	2001			2000			1999			1998
	Dollars in thousands
Radio stock plan		(22,305	)		(19,748	)	$	(916	)	$	—
Cable rebuilds		(2,285	)		(2,891	)		(2,499	)		748
Launch fees		(1,739	)		(385	)		(985	)		—
Others		(455	)		(345	)		—			—
Reclassification of pension curtailment gain		—			—			2,299			—
Reclassification of debt retirement costs		—			—			(5,481	)		—
	$	(26,784	)	$	(23,369	)	$	(7,582	)	$	748

(3)	The ratio of earnings to fixed charges is expressed as the ratio of income before income taxes and extraordinary items plus fixed charges (excluding capitalized interest) to fixed charges. Fixed charges consist of interest expense, capitalized interest and one-third of rental expense (the portion deemed representative of the interest factor). For the year ended December 31, 2001, fixed charges exceeded earnings by approximately $9.6 million.
(4)	Basic penetration represents basic subscribers as a percentage of homes passed.
(5)	Premium units represents the aggregate number of individual premium services (e.g., HBO, Cinemax, Showtime) for which customers have subscribed.
(6)	Premium penetration represents premium units as a percentage of basic subscribers.
(7)	Average monthly revenue per basic subscriber represents revenues generated by basic subscribers divided by 12 divided by the weighted average number of subscribers for the year.

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

     The following discussion and analysis should be read in conjunction with “Selected Historical Financial Data” and our consolidated financial statements and the notes thereto which have been restated as described elsewhere in this prospectus. See Note 15 to the consolidated financial statements for further information regarding restatements. Much of the discussion in this section involves forward-looking statements. Our actual results may differ significantly from the results suggested by these forward-looking statements. Please review “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” for a discussion of the factors that may impact our actual and future results.

Overview

     We are a diversified communications company with operations in radio broadcasting and cable television. We are the second largest privately owned radio broadcaster and the 11th largest radio broadcaster overall in the United States based on 2001 revenues. As of December 21, 2002 we owned and operated 19 FM and seven AM stations that serve four of the nation’s ten largest radio markets (San Francisco, Dallas, Houston and Atlanta), as well as four other markets (Cincinnati, Indianapolis, Kansas City and York, Pennsylvania). We were also the 18th largest cable multiple system operator in the United States with five cable systems serving approximately 206,500 subscribers as of December 31, 2002.

     For the year ended December 31, 2002, we had revenues and operating income of $348.6 million and $56.2 million, respectively, with approximately 76% of operating income generated by our radio broadcast operations and 38% by our cable television operations. Internet and Other incurred a $7.5 million operating loss. For the year ended December 31, 2002, our net income was $11.1 million, our cash flows from (used in) operating, investing and financing activities were $86.0 million, $(95.4) million and $9.4 million, respectively, and our ratio of earnings to fixed charges was 2.0x. Income for both 2002 and 2001 was significantly reduced by the recognition of $17.1 million and $22.3 million charges, respectively for increases in value of the Radio Employee Stock Plan. The charges are more fully described in Notes 7 and 15 to the accompanying consolidated financial statements. These charges did not reduce operating cash flows in either year.

     We provide Internet access and enhanced services to residential and business customers under the tradename “BlazeNet.” We also focus on custom designed web integration solutions and services to the media and entertainment, retail and associations and not-for-profit industries under the tradename “Susquehanna Technologies.”

     Revenues. Our principal source of radio broadcasting revenue is the sale of broadcasting time on our stations for advertising. Radio revenue is reported net of agency commissions. Sales of advertising are affected by changes in demand for advertising time by national and local advertisers and by advertising rates charged by the stations. Radio station advertising rates are based on a station’s ability to attract audiences that match the demographic groups that advertisers want to reach, the number of stations competing in a marketplace, and economic conditions. Radio stations attempt to maximize revenue by adjusting advertising rates based upon local market conditions, by controlling inventory, by creating demand, and by increasing audience ratings. Radio stations sometimes use barter or trade agreements to exchange merchandise or services for advertising time with advertisers in lieu of cash. It is our policy not to pre-empt advertising paid in cash with advertising paid in trade. For the years ended December 31, 2000 through 2002, cash advertising revenue was 99% of radio broadcasting revenue. Seasonal revenue fluctuations are common in the radio broadcasting industry, due primarily to fluctuations in expenditure levels by local and national advertisers. Our radio revenues are lowest in the first quarter and are relatively level in the other quarters.

     Most of our cable revenues are derived from monthly subscriber fees for cable television programming services, high-speed Internet access via cable modems and from fees incident to the provision of such

39

services, such as installation fees and fees for converter rentals and rentals of remote control devices. Some revenues are derived from advertising. Since cable is subject to regulation at the federal, state and local levels, increases in rates charged for regulated services may be governed by the Cable Television Consumer Protection and Competition Act of 1992 (the “1992 Cable Act”) and the Telecommunications Act of 1996 (the “1996 Telecom Act”). Cable revenues are affected by the timing of subscriber rate increases.

     Operating expenses. Radio operating expenses are comprised of employee salaries and commissions, depreciation and amortization, programming expenses, advertising expenses, promotion expenses and selling, general and administrative expenses. General and administrative expenses include office administration and other support functions that are handled on a centralized basis. Radio Employee Stock Plan charges recognize the increase in value of the plan during the transition to fair value that ended April 1, 2002. The charges are more fully described in Note 7 to the accompanying consolidated financial statements.

     Cable operating expenses include programming expenses, employee salaries and benefits, electricity, Internet backbone circuits, depreciation, amortization and selling, general and administrative expenses for accounting and billing services, franchise fees, office administration expenses and corporate charges. Replacement of distribution system recognizes the loss incurred when functioning distribution system is replaced by new equipment with greater capabilities.

     Depreciation and amortization expense relates to the depreciation of tangible assets used in the business and the amortization of intangible assets not affected by the adoption of Statement of Financial Accounting Standard No. 142, “Goodwill and Other Intangible Assets” (SFAS 142) which resulted in the cessation of amortization of FCC licenses, cable franchise values and goodwill on January 1, 2002.

Critical Accounting Policies and Estimates

     Our management’s discussion and analysis of financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States, as described in Note 1 to the consolidated financial statements. In order to prepare these financial statements, we must make certain estimates and judgments that may affect the reported value of assets, liabilities, revenues and expenses as well as reported contingencies. These estimates and judgments are evaluated on an ongoing basis and change based upon business conditions and circumstances. Critical estimates involve the value of intangible assets (primarily FCC Broadcast licenses and cable franchise values), income taxes, fair value of financial instruments, allowances for doubtful accounts, contingencies and the impact of any litigation. These estimates are based on the known facts, our measured judgments of probable outcomes and values, historical experience and other factors that we believe are applicable and reasonable given the circumstances.

     We believe the following accounting policies are critical to preparation of our financial statements since they affect the more significant estimates reflected in the financial statements and related disclosures.

     Revenue Recognition. Revenues are recognized when related services are provided. Radio revenues are reported when advertising is aired and when events are held, net of agency commissions. Cable revenues are recognized when services are provided to our subscribers. Cable installation revenues are recognized to the extent of direct selling costs. Cable franchise fees, which may be up to 5% of subscriber revenues, must be collected and remitted to franchising authorities. Franchise fees are passed through to subscribers as permitted and are included in cable revenues. Internet and Other revenues are recognized when services are provided or performed. Revenues are recorded based on a reasonable expectation of collection. Estimates of uncollectible accounts are made and revised regularly based on customer history, economic conditions and other credit information judged relevant given the circumstances.

     Valuation of Long-Lived and Indefinite-Lived Intangible Assets. We evaluate the recoverability of our long-lived assets including property, plant and equipment and intangible assets subject to amortization whenever events or changes in circumstances suggest the carrying values may not be recoverable.

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Analyses based on undiscounted cash flows generated by the related operations and appraisals, trends or other indicators of fair value are used in these evaluations. If the asset’s carrying value exceeds the indicated fair value, a loss is recognized for the difference between the fair value and the asset’s carrying value.

     We evaluate the recoverability of our indefinite-lived intangible assets and goodwill annually or whenever events or changes in circumstances suggest that the asset may be impaired. We perform our annual impairment testing generally one level below its reporting segments. Radio Federal Communications Commission broadcast licenses and goodwill are evaluated at the radio market cluster level, cable franchise values and goodwill are evaluated at the system level and Internet and Other goodwill is evaluated at the segment level. Indefinite-lived intangible assets other than goodwill are generally valued using discounted cash flow analyses, projections, trends, appraisals and multiples evidenced in the reporting units’ businesses. Comparable current market transactions, estimated future operating results, appraisals, trends and other profitability information may also be used in the evaluations. If the carrying value of an asset is greater than its indicated fair value, an impairment charge would be recognized for the difference in values.

     Derivative Financial Instruments. Derivative financial instruments are used solely to limit interest rate exposure on variable rate debt. No derivative financial instruments are held for trading purposes. We are not a party to any leveraged instruments. Interest swaps and collars may either be treated as hedges or marked-to-market as elected on a contract-by-contract basis. We have entered into interest rate swaps to limit its exposure to interest rate changes on a portion of our variable rate debt. Hedge accounting has not been elected. Variations in fair value are marked-to-market on a current basis and are a component of interest expense in the consolidated statements of operations.

     Income Taxes. Our deferred income taxes reflect the probable future tax consequences of temporary differences between the tax bases of assets and liabilities and their financial reporting balances at each reported year-end. Changes in enacted tax rates are reflected as they occur. We routinely evaluate our effective income tax rates and adjust those rates based upon estimates and available information pertinent to the statutory rates, apportionment and other factors considered appropriate in the circumstances.

     Contingencies. We are involved in litigation and administrative proceedings primarily arising in the normal course of our business. Based on the outcome of these actions, we may be required to make payments or recognize a loss. On a regular basis, we evaluate circumstances related to these actions, which may include consultation with outside counsel. If a liability is probable and reasonably estimable, a liability is recognized. Where a significant liability is probable but not estimable, appropriate financial statement disclosures are made. If circumstances surrounding a significant matter change in the future, our consolidated results of operations and financial position could be adversely affected.

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Results of Operations

     The following tables summarize our consolidated historical results of operations and consolidated historical results of operations as a percentage of revenues for the years ended December 31, 2002, 2001 and 2000 (in millions of dollars):

		Year ended December 31, 2002
		Radio				Cable				Internet and Other					Total
Revenues		$	216.2	100.0	%	$	122.7	100.0	%	$	9.7		100.0	%	$	348.6		100.0	%
Operating Expenses:
	Operating and programming		69.6	32.2	%		56.0	45.6	%		6.3		64.9	%		131.9		37.8	%
	Selling		34.9	16.1	%		3.7	3.0	%		1.8		18.6	%		40.4		11.6	%
	General and administrative		46.3	21.4	%		18.7	15.3	%		3.5		36.0	%		68.5		19.7	%
	Radio Employee Stock Plan		17.1	7.9	%		—	—			—		—			17.1		4.9	%
	Depreciation and amortization		5.7	2.7	%		23.2	18.9	%		0.6		6.2	%		29.5		8.5	%
	Goodwill impairment loss		—	—			—	—			5.0		51.6	%		5.0		1.4	%
Total Operating Expenses			173.6	80.3	%		101.6	82.8	%		17.2		177.3	%		292.4		83.9	%
Operating Income (Loss)		$	42.6	19.7	%	$	21.1	17.2	%	$	(7.5	)	(77.3	)%	$	56.2		16.1	%
Other Income (Expense)
	Interest expense															(29.2	)	(8.4	)%
	Interest income from loan to parent															7.2		2.1	%
	Other expense															(1.4	)	(0.4	)%
Provision for Income Taxes																(17.9	)	(5.1	)%
Minority Interests																(3.8	)	(1.1	)%
Net Income															$	11.1		3.2	%

		Year ended December 31, 2001 (Restated)
		Radio				Cable				Internet and Other					Total
Revenues		$	198.0	100.0	%	$	104.8	100.0	%	$	10.6		100.0	%	$	313.4		100.0	%
Operating Expenses:
	Operating and programming		67.0	33.8	%		47.9	45.7	%		7.8		73.6	%		122.7		39.2	%
	Selling		32.4	16.4	%		4.4	4.2	%		2.3		21.7	%		39.1		12.5	%
	General and administrative		44.7	22.6	%		15.9	15.2	%		4.7		44.3	%		65.3		20.9	%
	Radio Employee Stock Plan		22.3	11.3	%		—	—			—		—			22.3		7.1	%
	Depreciation and amortization		12.0	6.0	%		28.8	27.5	%		1.0		9.4	%		41.8		13.3	%
Total Operating Expenses			178.4	90.1	%		97.0	92.6	%		15.8		149.0	%		291.2		93.0	%
Operating Income (Loss)		$	19.6	9.9	%	$	7.8	7.4	%	$	(5.2	)	(49.0	)%		22.2		7.0	%
Other Income (Expense)
	Interest expense															(37.9	)	(12.1	)%
	Interest income from loan to parent															6.9		2.2	%
	Other expense															(0.3	)	(0.1	)%
Provision for Income Taxes																(6.4	)	(2.0	)%
Minority interests																(1.7	)	(0.5	)%
Net Loss															$	(17.2	)	(5.5	)%

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		Year ended December 31, 2000 (Restated)
		Radio				Cable				Internet and Other					Total
Revenues		$	220.9	100.0	%	$	93.1	100.0	%	$	6.6		100.0	%	$	320.6		100.0	%
Operating Expenses:
	Operating and programming		66.4	30.0	%		40.5	43.5	%		4.7		71.2	%		111.6		34.8	%
	Selling		33.8	15.3	%		4.0	4.3	%		1.3		19.7	%		39.1		12.2	%
	General and administrative		43.3	19.6	%		14.0	15.0	%		(0.6	)	(9.1	)%		56.7		17.7	%
	Radio Employee Stock Plan		19.7	9.0	%		—	—			—		—			19.7		6.1	%
	Depreciation and amortization		10.1	4.6	%		25.4	27.2	%		0.7		10.6	%		36.2		11.3	%
Total Operating Expenses			173.4	78.5	%		83.9	90.1	%		6.1		92.4	%		263.3		82.2	%
Operating Income		$	47.5	21.5	%	$	9.2	9.9	%	$	0.5		7.6	%	$	57.3		17.9	%
Other Income (Expense)
Interest expense																(37.6	)	(11.7	)%
	Interest income from loan to parent															6.7		2.1	%
	Other expense															(1.5	)	(0.5	)%
Provision for Income Taxes																(16.8	)	(5.2	)%
Minority Interests																(3.8	)	(1.2	)%
Net Income															$	4.3		1.3	%

Year Ended December 31, 2002 Compared to Year Ended December 31, 2001

     Revenues. Revenues increased $35.2 million, or 11%, from 2001 to 2002. Radio revenues increased $18.2 million, or 9%, from 2001 to 2002. All of our radio markets increased revenues over 2001, led by Dallas, Atlanta and Kansas City. The improved revenue performance is attributable to increased listener ratings and improved general economic conditions compared to 2001. Cable revenues increased $17.9 million, or 17%, from 2001 to 2002. Rate increases on basic and expanded basic services, and to a lesser extent, increased penetration of digital and cable modem services were responsible for the growth in cable revenues. The acquisition of the Lawrenceburg, Indiana cable assets April 1, 2002, contributed $3.9 million, or 22% of the total increase in Cable revenues.

     Operating and programming expenses. Operating and programming expenses increased $9.2 million or 8% from 2001 to 2002. Operating and programming expenses did not increase at the same pace as the growth in revenues reflecting cost containment initiatives in our radio operations that began in 2001 and the growth of digital and cable modem products in Cable. The majority of the increase in operating and programming expenses is attributable to the acquisition of the Lawrenceburg cable assets and to increases in the cost of acquired cable programming. The Lawrenceburg cable assets increased operating and programming expenses $2.1 million from 2001 to 2002. The cost of acquired programming, excluding the Lawrenceburg cable assets, increased $3.7 million or 13% from 2001 to 2002, resulting from rate increases from program suppliers, launch of new cable channels and changes in customer volume. Although significant in both years, the Radio Employee Stock Plan charge decreased $5.2 million or 23% from 2001 to 2002. See Note 7 to the accompanying consolidated financial statements for further information.

     Depreciation and amortization. Depreciation and amortization decreased $12.3 million, or 29%, from 2001 to 2002. The effect of the adoption of SFAS 142 reduced depreciation and amortization $14.1 million from 2001 to 2002. Cable depreciation and amortization expenses, excluding the effect of SFAS 142, comprised $1.2 million of the increase, and resulted from the continuation of our cable television system rebuilds, depreciation on the tangible assets of the Lawrenceburg cable system and the continued rollout of digital cable and cable modem services.

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     Goodwill impairment loss. The annual assessment of goodwill as required by SFAS 142 was performed as of December 31, 2002. It was determined that goodwill associated with the Internet reporting unit was impaired as its carrying value exceeded the fair value implicit in the independent appraisal performed for the parent’s annual ESOP valuation. Based on a comparison of the goodwill’s fair value as of December 31, 2002 and its carrying value, a $5.0 million goodwill impairment loss was recognized.

     Operating income. Operating income increased $34.0 million or 153% from 2001 to 2002. Excluding decreased amortization from the adoption of SFAS 142, 2002 operating income increased $19.9 million or 90% over 2001. Radio operating income increased $23.0 million or 117% from 2001 to 2002. Excluding decreased amortization from the adoption of SFAS 142, Radio operating income increased $16.4 million or 84% from 2001 to 2002. The improvement in Radio operating income is the result of higher revenues and a reduction in the recognized compensation expense associated with the change in the valuation basis of the Radio Employee Stock Plan. Cable operating income increased $13.3 million or 171% from 2001 to 2002. Excluding decreased amortization from the adoption of SFAS 142, Cable operating income increased $6.5 million or 83% from 2001 to 2002. The improvement in Cable operating income is the result of higher revenues.

     Interest expense. Interest expense decreased $8.7 million or 23% from 2001 and 2002. Interest expense from increased borrowings was offset by reductions in interest rates. Interest income of $7.2 million was recognized in 2002 from loans to our parent.

     Net income. Net income increased $28.3 million, to $11.1 million, from a net loss of $17.2 million in 2001. The increase in net income can be attributed to the increase in Radio and Cable operating income and a decrease in interest expense.

Year Ended December 31, 2001 Compared to Year Ended December 31, 2000

     Revenues. Revenues decreased $7.2 million, or 2%, from 2000 to 2001. Radio revenues decreased $22.9 million, or 10%, from 2000 to 2001. This reduction was related to the loss of advertising revenues from Internet related businesses primarily in our San Francisco market as well as the decline in the general U.S. economy and resultant weakening of the U.S. advertising market. Cable revenues increased $11.7 million, or 13%, from 2000 to 2001. Rate increases on basic and expanded basic services and to a lesser extent increased penetration of digital and cable modem services were responsible for the growth in cable revenues. Internet and Other revenues grew $4.0 million from 2000 to 2001, due primarily to the acquisition of the web design company in October 2000.

     Operating and programming expenses. Operating and programming expenses increased $11.1 million or 10% from 2000 to 2001. Approximately 73% of the increase occurred in Cable and is related to the growth in revenues and an increase in the cost to acquire programming.

     General and administrative expenses. General and administrative expenses increased $8.6 million or 15% from 2000 to 2001. The acquisition of the web development company in October 2000 caused 18% of the increase in general and administrative expenses in 2001. The remaining increase occurred in Cable resulting from the increase in revenues.

     The Radio Employee Stock Plan charge increased $2.6 million or 13% from 2000 to 2001. See Notes 7 and 15 to the consolidated financial statements for further information.

     Depreciation and amortization. Depreciation and amortization increased $5.6 million, or 15%, from 2000 to 2001. Cable depreciation and amortization expenses comprised $3.4 million of the increase, and resulted from the continuation of our cable television system rebuilds and the continued rollout of digital cable and cable modem services. Radio depreciation and amortization increased $1.9 million, or 19%, from 2000 to 2001. The July 2000 acquisition of three Kansas City radio stations was responsible for the increased radio depreciation and amortization.

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     Operating income. Operating income decreased $35.1 million or 61% from 2000 to 2001. Depreciation and amortization increased while revenues decreased, due to cable plant rebuilds and the Kansas City radio stations acquisition. Radio operating income decreased $27.9 million or 59% from 2000 to 2001, primarily the result of the decrease in revenues and the increased Radio Employee Stock Plan charge. The remaining decrease in Radio operating income is due to a full year of operation in 2001 of the Kansas City stations and the January 2001 launch of WWWQ in Atlanta. The Kansas City stations and WWWQ in Atlanta each generated operating losses during 2001.

     Interest expense. Interest expense increased $0.3 million or 1% from 2000 and 2001. Interest expense from increased borrowings were offset by reductions in interest rates. Interest income of $6.9 million was recognized in 2001 from loans to our parent.

     Net income (loss). Net income decreased $21.5 million, to a net loss of $17.2 million in 2001, from net income of $4.2 million in 2001. The decrease in net income can be attributed to the decline in Radio operating income from 2000 to 2001.

Liquidity and Capital Resources

     Historically, our primary sources of liquidity have been cash flow from operations and borrowings under our senior credit facilities. We may also access capital markets from time to time, as market conditions permit, with debtor equity financings. Our future needs for liquidity arise primarily from capital expenditures, potential acquisitions of radio stations and cable systems, potential repurchases of our common stock, and interest payable on our two series of senior subordinated notes and our senior credit facility.

     Net cash provided by operating activities was $86.0 million and $66.9 million for the years ended December 31, 2002 and 2001, respectively. Our net cash provided by operating activities was generated primarily by normal operations.

     Net cash used by investing activities was $95.4 million for the year ended December 31, 2002. Acquisitions were $71.5 million for 2002. Capital expenditures, excluding acquisitions, were $28.3 million for the year ended December 31, 2002. Capital expenditures over this period were used primarily to upgrade and maintain our cable systems. The parent repaid $4.2 million on its outstanding loans in 2002.

     Net cash provided by financing activities was primarily from a $26.1 million increase of our revolving credit commitment. Net cash provided by financing activities was $9.4 million for the year ended December 31, 2002. The primary use of cash from financing activities was for the repurchase of Radio employee stock, totaling $14.4 million.

     Our acquisitions of radio stations and cable systems and our capital expenditures have historically been financed with cash flow from operations and borrowings under our senior credit facility. Capital expenditures, excluding acquisitions, were $28.3 million, $31.7 million and $36.9 million for the years ended December 31, 2002, 2001 and 2000, respectively. Capital expenditures over this period were used primarily to upgrade and maintain our cable systems. We expect to make capital expenditures of approximately $33.6 million in 2003 to continue upgrading our current cable systems, for radio related maintenance and equipment and for information technology projects. Management believes we will be required to pay $10.0 million to the former owners of WHMA-FM in 2003 under the terms of the purchase agreement. See Note 5 to the Consolidated Financial Statements.

     We may be required to repurchase Radio Employee Stock Plan Shares from retirees and other participants in the future. Amounts that may be repurchased are limited by the Plan and by debt covenants. We expect to repurchase shares utilizing funds from existing credit facilities.

     On April 23, 2003, we issued an $150 million aggregate principal amount of our 7-3/8% Senior Subordinated Notes due 2013. Net proceeds from these notes of approximately $148.3 million were used

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to reduce the outstanding balance of the revolving portion of our senior credit facility. Since the rate of interest on these notes is higher than the rate on the revolving portion of our senior credit facility, we expect our interest expense to be higher in future periods, subject to general economic factors that may impact market interest rates generally.

     On February 11, 2003, we entered into an asset purchase agreement with Lancaster-York Broadcasting, LLC to acquire WSOX-FM, a radio station licensed to Red Lion, Pennsylvania for $23.0 million cash. Closing is anticipated by third quarter 2003, utilizing our existing credit facilities.

     In February 2002, we purchased approximately 34,000 square feet of office space in a building constructed by a related company for $5.0 million. Existing credit facilities were utilized for the purchase.

     As of December 31, 2002, the fair value of the 8.5% Senior Subordinated Notes due 2009 was $156.0 million. Any change in interest rates will affect the market value of these notes, however cash outflows for semi-annual interest payments are fixed. Under the indenture governing these notes, we may issue an additional $100.0 million notes with substantially similar terms.

     On May 12, 1999, we entered into a senior credit facility. The senior credit facility consists of a $230 million revolver, a $100 million Term Loan “A,” and a $100 million Term Loan “B” (which mature in 2007 and 2008, respectively), all collateralized by a pledge of all of our material assets (excluding real property) and voting common stock. The credit agreement governing the senior credit facility requires us to maintain certain financial leverage and interest coverage ratios, which we are in compliance with as of the date of this annual report. As of December 31, 2002, we had $50.2 million of borrowing availability under our senior credit facility. Giving effect to our sale of our 7-3/8% Senior Subordinated Notes due 2013 and the application of proceeds therefrom, we would have had $198.5 million of borrowing availability under our senior credit facility.

     As of December 31, 2002, the average interest rate on all outstanding borrowings was approximately 5.1%.

     Our senior credit facility includes a provision under which our lenders could refuse to advance funds in the event of a material adverse change in our financial condition. Any limitation on our access to funds under our senior credit facility would likely have a material adverse impact on our operations generally and our results of operations. Additionally, a default in the senior credit facility’s covenants could create a default in each series of our senior subordinated notes.

     We were in compliance with its loan covenants at December 31, 2002. A summary of the most restrictive covenants, along with the corresponding value for these covenants follows:

	Covenant Test	Covenant		Actual Value
•	Fixed charge coverage ratio must be at least 1.05		1.05		1.46
•	Maximum consolidated senior leverage ratio may not exceed 4.00		4.00		3.19
•	Debt service coverage ratio must be at least 1.20		1.20		2.77

The following tables reflect our contractual cash obligations as of December 31, 2002 in the respective periods in which they are due (in thousands):

Contractual Cash	Total Amounts
Obligations	Committed		2003		2004		2005		2006		2007		Thereafter
Long-term debt	$	521,137	$	17,032	$	60,734	$	71,037	$	85,040	$	89,919	$	197,375
Broadcast rights		23,600		8,450		8,900		3,050		3,200		—		—
Operating leases		34,772		4,539		4,633		4,569		4,255		3,701		13,075
Total	$	579,509	$	30,021	$	74,267	$	78,656	$	92,495	$	93,620	$	210,450

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     Information regarding our contractual obligations at December 31, 2002, is included in the notes to the consolidated financial statements. Future debt maturities, lease obligations and broadcast rights are included in Note 3, Note 10, and Note 12, respectively.

     We believe that funds generated from operations and the borrowing availability under our senior credit facility will be sufficient to finance our current operations, our debt service obligations, including our obligations under the notes, cash obligations in connection with potential repurchases of our common stock and planned capital expenditures for the foreseeable future. From time to time, we evaluate potential acquisitions of radio stations, cable television systems, and Internet-related businesses. We have no current commitments or agreements with respect to any material acquisitions. In connection with future acquisition opportunities, we may also incur additional debt or issue additional equity or debt securities depending on market conditions and other factors.

Recent Accounting Pronouncements

     Statement of Financial Accounting Standards No. 143 “Accounting for Asset Retirement Obligations” (“SFAS 143”) specifies financial and reporting obligations pertaining to the retirement of tangible long-lived assets and associated retirement costs. SFAS 143 is effective for fiscal years beginning after June 15, 2002. We do not expect SFAS 143 to have a material effect on our financial position or results of operations.

     Statement of Financial Accounting Standards No. 148 “Accounting for Stock-Based Compensation — Transition and Disclosure” (“SFAS 148”) amends SFAS 123 to provide for alternative methods of transitioning to the fair value method of valuing stock-based compensation. We are using the fair value method. As of December 31, 2002, the number and value of stock options granted and outstanding was immaterial.

     Financial Accounting Standards Board Interpretation No. 45, “Guarantor’s Accounting and Requirements for Guarantees, Including Guarantees of Indebtedness of Others” (“FIN 45”), requires a guarantor to disclose its obligations under certain guarantees that it has issued in interim and annual financial statements for guarantees issued or modified after December 31, 2002. For certain guarantees, a guarantor may be required to recognize a liability for the fair value of the obligation at its inception. FIN 45 does not specify an approach for subsequently measuring and recording the change in fair value of the obligation. The interpretation’s disclosure provisions applied to interim or annual financial statements for periods ending after December 15, 2002. The impact of adopting FIN 45 will be based on the nature and terms of guarantees that we enter into or modify in the future.

     In January 2003, the FASB issued Interpretation No. 46, “Consolidation of Variable Interest Entities, an interpretation of ARB No. 51.” This Interpretation addresses the consolidation by business enterprises of variable interest entities as defined in the Interpretation. The Interpretation applies immediately to variable interests in variable interest entities created after January 31, 2003, and to variable interests in variable interest entities obtained after January 31, 2003. For enterprises, such ours, with a variable interest in a variable interest entity created before February 1, 2003, the Interpretation is applied to the enterprise no later than the end of the first interim or annual reporting period beginning after June 15, 2003. The application of this Interpretation is not expected to have a material effect on our financial statements. The Interpretation requires certain disclosures in financial statements issued after January 31, 2003 if it is reasonably possible that we will consolidate or disclose information about variable interest entities when the Interpretation becomes effective.

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Quantitative and Qualitative Disclosure About Market Risk.

     As of December 31, 2002, we had $371.0 million in variable rate debt. The fair value of this debt approximates its carrying value. Variable rate debt matures as follows (in thousands):

2003	$	17,000	2006	$	85,000
2004		60,700	2007		89,900
2005		71,000	2008		47,375

     Our interest rate exposure is primarily impacted by changes in LIBOR rates. At December 31, 2002, the weighted average interest rate for the variable rate debt was 3.1%. If LIBOR rates increased 1%, and sustained that increased rate for an entire year, annual interest expense on variable rate debt as of December 31, 2002 would increase by $3.7 million.

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BUSINESS AND PROPERTIES

Business

     Overview of Susquehanna Media

     We were incorporated in 1993 as a cable and radio broadcasting holding company subsidiary of Susquehanna Pfaltzgraff Co. (“Susquehanna Pfaltzgraff”). Susquehanna Pfaltzgraff was founded in 1941 by Louis J. Appell, Sr. to own and operate WSBA-AM, our flagship radio station in York, Pennsylvania. In 1954, The Pfaltzgraff Co., a leading manufacturer of ceramic dinnerware, was merged into Susquehanna Pfaltzgraff. The Pfaltzgraff Co. had been owned by the family of Mrs. Louis J. Appell, Sr. We entered the cable television business in 1965 when we were awarded a franchise to operate in York, Pennsylvania.

     We are a diversified communications company with operations in radio broadcasting and cable television. We are the second largest privately owned radio broadcaster and the 11th largest radio broadcaster overall in the United States based on 2001 revenues. As of December 31, 2002, we owned and operated nineteen FM and seven AM stations that serve four of the nation’s ten largest radio markets (San Francisco, Dallas, Houston and Atlanta), as well as four other markets (Cincinnati, Indianapolis, Kansas City, and York, Pennsylvania). We were also the 18th largest cable multiple system operator in the United States based on subscribers with five cable systems serving approximately 206,500 subscribers as of December 31, 2002.

     We also provide Internet access and enhanced services to residential and business customers under the trade name “BlazeNet.” Our services include (i) Internet access via telephone dial-up service or cable modem, (ii) website creation, hosting and maintenance, and (iii) local and wide area network design, construction and operation. Custom designed web integrated solutions and services for the media and entertainment, retail and associations and not-for-profit markets are provided to commercial customers under the trade name of “Susquehanna Technologies.”

Radio Broadcasting

     Our radio broadcasting business focuses on operating, acquiring and developing radio stations in the 40 largest markets in the United States. We have over 60 years of experience operating radio properties and currently own stations serving the demographically attractive San Francisco, Dallas, Houston and Atlanta markets, four of the top ten radio markets in the United States. Our radio stations offer a broad range of programming formats, such as country, top 40, adult contemporary, oldies, rock, and sports and talk radio, each targeted to a specific demographic audience within a market. We believe that our large market radio presence and variety of programming formats makes us attractive to a diverse base of local and national advertisers and enables us to capitalize on our ratings to generate higher market revenue share.

     Our business strategy for radio includes the following key elements intended to establish leadership positions in the markets we serve and to enhance our operating and financial performance:

• Focus on large markets. For the year ended December 31, 2002, we generated approximately 73% of our radio revenues from the ten largest markets in the United States and more than 97% from top 40 markets. We intend to continue focusing on large markets.

• Employ targeted programming and market research. We seek to maximize station operating performance through extensive market research, innovative programming, and distinctive marketing campaigns.

• Emphasize sales and marketing. We place great emphasis on being familiar with our listening audience and their lifestyle characteristics in order to match effectively our audience’s demographics with the specific target audiences of our advertisers.

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• Decentralize management. We decentralize much of our operations to regional and local levels. Each of our regional and local station groups is managed by a team of experienced broadcasters who understand the musical tastes, demographics, and competitive opportunities of their particular market.

• Selectively pursue strategic acquisitions. In addition to seeking continued internal growth, we intend to pursue acquisition opportunities that would allow us to continue to compete more effectively for advertising revenues and to increase our growth rate of revenues and cash flow.

The Radio Broadcasting Industry

The radio broadcasting industry is characterized by the following key factors:

     Significant growth. The sale of advertising time to local and national spot advertisers and to national network advertisers is the primary source of revenues for radio stations. Local and national spot advertising is generally used to target the market where a station is located or to cover regions larger than the markets where a station is located. National network advertising is included in national syndicated programming aired on radio stations. The growth in total radio advertising revenue tends to be fairly stable, growing over the last 25 years at an approximately 8.6% compound annual rate, compared to a gross domestic product growth rate of approximately 6.8%.

     Broad market coverage. According to the Radio Advertising Bureau’s Radio Marketing Guide and Fact Book for Advertisers 2002-2003, each week radio reaches approximately 96% of all Americans over 12 years of age. More than one-half of all radio listening occurs outside the home, and 84% of adults are reached by car radio each week. The average listener spends approximately three hours per day listening to radio. The highest portion of radio listening occurs during the morning, particularly between the time a listener wakes up and the time he reaches work. This “morning drive time” period reaches more than 85% of people over 12 years of age, and as a result, radio advertising sold during this period achieves premium advertising rates.

     Low-cost advertising. The cost to reach a thousand listeners, or impressions, is the benchmark for comparing different media with different reach and frequency aspects. Radio is recognized by the advertising community for its ability to generate a high frequency of commercial impressions cost efficiently. This is caused by its low cost per minute, or low cost per rating point. Stations are generally classified by their on-air format, such as country, adult contemporary, oldies and news/talk. A station’s format and style of presentation enables it to efficiently target certain demographics. By capturing a specific share of a market’s radio listening audience, with particular concentration in a targeted demographic, a station is able to market its broadcasting time to enable advertisers to maximize their reach for each dollar of advertising expenditures.

     Radio Properties

     Our radio subsidiary, Susquehanna Radio Corp., operates radio stations in San Francisco, Dallas, Houston and Atlanta, all of which are top ten markets, as well as radio stations in Cincinnati, Indianapolis, Kansas City, and York, Pennsylvania. The following table sets forth certain information regarding our radio stations and their respective markets as of December 31, 2002. The table excludes WABZ-FM in Albemarle, North Carolina, KIKT-FM and KGVL-AM in Greenville, Texas, WAVG-AM in Jeffersonville, Indiana, KQKC-FM and WZZB-AM in Seymour, Indiana, and KKLF-AM in Dallas/Ft. Worth, Texas, which are owned by us, but operated by third parties under a time brokerage agreement. Market rank by revenue is based upon market revenue size of the primary radio market served by the station among all radio markets in the United States, as reported in Duncan’s 2002 Radio Market Guide for the year 2001. Station rank and audience share are based upon a station’s share of its primary demographic target for the period Monday through Sunday, 6 a.m. to 12 midnight by market, as reported by Arbitron in Fall 2002. Combined market revenue share represents our share of the total radio advertising revenue from the market, as reported in Duncan’s 2002 Radio Market Guide. Combined market revenue rank represents our rank in

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the market as measured by the amount of its radio advertising revenue from the market, as reported in Duncan’s 2002 Radio Market Guide.

											Station
											Audience
		Market							Station Rank		Share in			Combined			Combined
		Rank		Station			Primary		in Primary		Primary			Market			Market
		By		Programming	Year		Demographic		Demographic		Demographic			Revenue			Revenue
Market And Stations		Revenue		Format	Acquired		Target		Target		Target			Share			Rank
San Francisco, CA			4												17.4	%		3
	KFOG/KFFG-FM(1)			Adult Album		1983/1995		A 25-44		4		3.8	%
				Alternative
	KNBR-AM			Sports/Talk		1989		M 25-54		1		5.9	%
	KSAN-FM			Classic Rock		1997		M 25-44		2		4.2	%
	KTCT-AM			Sports/Talk		1997		M 25-54		16		2.0	%
Dallas/Ft. Worth, TX			5												13.0	%		4
	KTCK/KTBK-AM/KTDK-FM(1)			Sports/Talk		1996		M 25-54		1		7.9	%
	KPLX-AM			Country		1974		A 25-54		1		6.5	%
	KLIF-AM			Talk		1980/1998		A 35-64		18		1.6	%
	KDBN-FM			Classic Rock		1996/1998		M 25-54		6		4.2	%
Atlanta, GA			6												7.0	%		6
	WNNX-FM			Modern Rock		1974		M 18-34		5		5.7	%
	WWWQ-FM			Contemporary		1997		W 18-34		4		6.3	%
				Hit Radio
Houston, TN			8
	KRBE-FM			Contemporary		1986		W 18-34		3		8.0	%		6.7	%		6
				Hit Radio
Cincinnati, OH			21												12.1	%		3
	WRRM-FM			Adult		1972		W 25-54		1		11.7	%
				Contemporary
	WMOJ-FM			Rhythmic		1997		W 35-64		2		8.9	%
				Oldies
	WYGY-FM			Country		2002		A 25-54		12		3.6	%
Kansas City, KS			29												15.2	%		3
	KCMO-FM			Oldies		2000		A 35-54		4		5.6	%
	KCFX-FM			Classic Rock		2000		A 25-54		3		6.0	%
	KCMO-AM			Talk		2000		A 35-64		16		2.4	%
	KFME-FM(2)			Hot Adult		2001		A 25-49		13		3.9	%
				Contemporary
Indianapolis, IN			31												23.4	%		2
	WFMS-FM			Country		1972		A 25-54		2		11.7	%
	WGLD-FM			Oldies		1993		A 35-54		3		9.2	%
	WGRL-FM			80's Hits		1997		A 25-54		13		3.4	%
York, PA			103												36.2	%		1
	WARM-FM			Adult		1962		W 25-54		1		12.5	%
				Contemporary
	WSBA-AM			Talk		1942		A 35-64		9		3.3	%

(1)	These stations are simulcast and have been combined for market rank and audience share.
(2)	KFME-FM began broadcasting on June 18, 2001. Our Kansas City sales staff is selling the station’s commercial airtime under a joint sales agreement with Jesscom, Inc., which is programming and operating the station. The station is licensed to 105.1 FM LLC, of which we own 40% and an option to acquire the remaining interest in the station.

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     Market Overviews

We own and operate radio stations in the following markets:

     San Francisco. We have operated in the San Francisco market since 1983, and currently own three FM and two AM stations in the area. We own KNBR-AM, one of the original 50,000 watt, clear channel AM licenses, which provides clear reception throughout northern California and as far inland as eastern Nevada. The station is currently programmed with a sports talk format and has the broadcast rights to the San Francisco Giants and the Golden State Warriors. Three of our stations, KNBR-AM, KFOG/KFFG-FM and KSAN-FM, are each ranked among the top 5 stations in their respective target demographics.

     Dallas/Ft. Worth. We have been operating in the Dallas/Ft. Worth market since 1974, and currently own four FM and five AM stations in the area. Three of our stations, KTCK-AM, KTBK-AM, and KTDK-FM, which are programmed with a sports talk format and are simulcast, are each ranked 1st in the market among males 25 to 54. KPLX-FM, which is programmed with a “Texas” country format, is rated 1st in the market among persons 25 to 54. On January 3, 2002, KDBN-FM changed its format to classic rock. KIKT-FM and KGVL-AM in Greenville, Texas, and KKLF-AM in Dallas/Ft. Worth, Texas are owned by us, but operated by third parties under a time brokerage agreement.

     Atlanta. Atlanta represents one of the most desirable radio broadcast markets in the country, with only 20 FM and 30 total radio stations serving the market. We currently own two FM stations in the market. We entered the Atlanta market in 1974 with the acquisition of WNNX-FM, which is programmed with modern rock and ranked 5th among men 18 to 34. In November 2000, the FCC granted our petition to move WHMA-FM, a country station in Anniston, Alabama, to the Atlanta market. Station call letters were changed to WWWQ-FM when it debuted in the Atlanta market on January 22, 2001 with a Top 40 format.

     Houston. We entered the Houston market in 1986 when we acquired KRBE-FM, which serves the Houston market with a Top 40 radio format. KRBE-FM has been a dominant radio station in Houston since the 1970s and is ranked 3rd among women 18 to 34. This station attracts over 700,000 listeners each week.

     Cincinnati. We have operated in Cincinnati since 1972, and currently own three FM stations in the market. WRRM-FM, which is programmed with adult contemporary, is the sole adult contemporary station in the market and is ranked 1st among women 25 to 54. WMOJ-FM, which is programmed as a rhythmic oldies station, placing 2nd among women 35 to 64. WYGY-FM is a country station, which we purchased in the fall of 2002.

     Indianapolis. We have operated in Indianapolis since 1972, and currently own three FM stations in the market. WFMS-FM, which is programmed with contemporary country, is the second ranked station among women 25 to 54 and has ranked either 1st or 2nd in the market since 1992. Oldies WGLD, with its 50 kilowatt transmitting power, effectively targets adults 35-54, ranking 3rd in the market. Since switching its format from Young Country to Eighties’ Hits on December 26, 2001, WGRL-FM has seen improvement in audience ratings and renewed interest from the advertising community.

     Kansas City. In July 2000, we acquired three radio stations serving the Kansas City market. Oldies KCMO-FM is ranked 4th in its target adult 35-54 demographic. KCFX-FM ranks 3rd among adults 25 to 54 and is the flagship station for the Kansas City Chiefs. KCMO-AM is one of the oldest continuously operated talk radio stations in the United States, on the air since 1936. In 2001, we agreed to sell KFME-FM’s commercial airtime under a joint sales agreement with Jesscom, Inc., who is programming and operating the station. We hold a 40% interest in joint venture with Jesscom, Inc. to operate KFME-FM.

     York. We have operated in York since 1942, and currently own two stations in the market. WARM-FM, which is programmed with an adult contemporary format, ranking 1st among women 25 to 54. WSBA-AM, which is programmed talk and news, is the AM ratings leader in York.

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     Advertising

     Most of our radio revenues are generated from the sale of local, regional and national advertising for broadcast on our radio stations. In 2002, approximately 80% of our radio revenues were generated from the sale of local and regional advertising, compared to 81% in 2001 and 78% in 2000. We generate additional radio revenues by marketing our proprietary database of listeners, selling print advertising and sponsoring local events. These important and growing sources of revenue supplement our traditional advertising revenues without increasing on-air commercial time.

     Each radio station’s local sales staff solicits advertising either directly from local advertisers or indirectly through advertising agencies. We employ personnel in each of our markets to produce commercials for advertisers. National advertising sales are made by a firm specializing in such sales in exchange for a commission from us based on our gross revenue, net of agency commission from the advertising sold. Regional advertising 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.

     We estimate the optimum number of advertisements available for sale by a station for a particular time period. The number of advertisements that can be broadcast without jeopardizing listening levels (and resulting ratings) is limited in part by the programming format of a particular station. We seek to maximize revenue by managing on-air inventory of advertising time and adjusting prices to local market conditions and to our ability, through our marketing efforts, 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 that it makes available for advertising. This target level may vary at different times of the day but tends to remain stable over time. Much of our selling activity is based on demand for our on-air inventory, and in general, we respond to this demand by varying prices rather than varying our target inventory level for a particular station. As a result, most changes in revenue are explained by demand-driven pricing changes rather than changes in available inventory.

     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:

• a station’s share of audiences in the demographic groups targeted by advertisers;

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

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

• certain qualitative factors.

     Rates are generally highest during morning and afternoon commuting hours. 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 in connection with advertising sales and are used by us to chart audience growth, set advertising rates and adjust programming. The radio broadcast industry’s and our principal rating agency is Arbitron, which publishes periodic ratings surveys for significant domestic radio markets.

     Competition

     The radio broadcasting industry is very competitive. The success of each of our stations depends largely upon its audience ratings and its share of the overall advertising revenues within its market. Our audience ratings and advertising revenue are subject to change, and any adverse change in a particular market affecting advertising expenditures or an adverse change in the relative market positions of the stations located in a particular market could have a material adverse effect on the revenues of our radio stations located in that market. There can be no assurance that any one or all of our radio stations will be able to maintain or increase current audience ratings or advertising revenue market share.

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     Our stations compete directly for listeners and advertising revenues 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. By building a strong listener base comprised of specific demographic groups in each of its markets, we are able to attract advertisers seeking to reach those listeners. Radio stations periodically change their formats to compete directly with other stations for listeners and advertisers. Another station’s decision to convert to a format similar to that of one of our radio stations in the same geographic area or launch an aggressive promotional campaign may result in lower ratings and advertising revenue, increased promotion and other expenses and, accordingly, lower our operating income. Factors that are material to a radio station’s competitive position include management experience, the station’s local audience rank in its market, transmitter power, assigned frequency, audience characteristics, local program acceptance and the number and characteristics of other radio stations in the market area. We attempt to improve our competitive position in each of our markets by extensively researching our stations’ programming, by implementing advertising campaigns aimed at the demographic groups for which our stations program and by managing our sales efforts to attract a larger share of advertising dollars for each individual station. In selling advertising, however, we compete with many organizations that have substantially greater financial and other resources. Recent changes in the Communications Act and the FCC’s rules and policies permit increased ownership and operation of multiple local radio stations. As a result, organizations are acquiring and operating larger blocks of radio stations. We compete with these organizations, as well as other radio station groups, to purchase additional stations. Some of these groups are owned or operated by companies that have substantially greater financial and other resources.

     Although the radio broadcasting industry is highly competitive, and competition is enhanced to some extent by changes in existing radio station formats and upgrades of power, certain regulatory limitations on market entry continue to exist. The operation of a radio broadcast station requires a license from the FCC, and the number of radio stations that an entity can operate in a given market is limited by the availability of FM and AM radio frequencies allotted or assigned 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 and controlled by a single entity. See “Regulation—Federal Regulation of Radio Broadcasting.”

     In addition to other radio stations, we compete for advertising revenues with other media, including newspapers, broadcast television, cable television, magazines, direct mail, coupons, Internet and outdoor advertising. The radio broadcasting industry also competes with new media technologies, such as the delivery of audio programming by cable television systems, over the Internet, and by satellite digital audio radio services. Digital audio radio services may deliver by satellite to nationwide and regional audiences, multi-channel, multi-format, digital radio services with sound quality equivalent to compact discs. The delivery of information through the presently unregulated Internet also could create a new form of competition. Despite the introduction of new technologies for the delivery of entertainment and information, including television broadcasting, cable television, audiotapes and compact discs, the radio broadcasting industry historically has grown. A growing population and greater availability of radios, particularly car and portable radios, have contributed to this growth. There can be no assurance, however, that the introduction of new media technology will not have an adverse effect on the radio broadcasting industry.

     Cable Television

     We entered the cable television industry in 1965, when we were awarded the franchise to operate in York, Pennsylvania. Our cable systems currently serve approximately 206,500 subscribers as of December 31, 2002 through five cable systems with a total of ten signal receiving and transmitting facilities (headends) in Pennsylvania, Mississippi, Maine, Illinois and Indiana. We own, develop and operate geographically clustered cable television systems in small and medium-sized communities. We believe that these systems are less susceptible to competition and subscriber turnover than urban cable television systems and result in more predictable revenue and cash flow.

     Our business strategy for cable television includes the following key elements intended to enhance our operating and financial performance:

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• Build strategic clusters. To maximize operating efficiencies, we have pursued the development and acquisition of cable television systems in communities that are within close proximity to our existing systems.

• Focus on customer satisfaction. To maximize customer satisfaction, we strive to provide reliable, high-quality service offerings, superior customer service and attractive programming choices at reasonable rates.

• Continue upgrade of technical facilities. We seek to provide reliable, high-quality cable television services to our customers. To achieve this goal we are continually expanding and upgrading our cable systems to increase channel capacity, enhance signal quality, improve technical reliability and reduce the number of headends in existing systems.

• Develop new sources of revenues. The investment we have made in our cable systems has enabled us to generate additional revenue by providing expanded tiers of basic programming, digital cable services, premium services, and additional pay-per-view services. In addition, we are expanding new services, such as Internet access, high-speed data and are evaluating video-on-demand, telephony, and other interactive services.

     The Cable Television Industry

     Total customers of a cable system include customers who subscribe to either the basic video service or Internet Access using a cable modem. A cable customer generally pays an initial installation charge and fixed monthly fees for cable television services and for other services (such as the rental of converters and remote control devices). Such monthly service fees constitute the primary source of revenue for cable television operators. In addition to these services, cable television operators generate revenue from additional fees paid by customers for pay-per-view programming of movies and special events and from the sale of available advertising spots on advertiser-supported programming. Additionally, cable television operators frequently offer their customers home shopping services, from which the systems receive a share of revenue from sales of products in the systems’ service areas. Cable television operators are also generating increasing revenues from the sale of enhanced data services. Cable television revenues tend to be stable, growing over the last 15 years at a 10.2% compound annual rate, compared to a gross domestic product growth rate of 5.4%. Cable television did not experience a single down year in revenue during this period of time. Cable television systems offer customers various levels (or “tiers”) of cable television services consisting of:

• a limited basic service, comprised of off-air broadcast television signals, local origination programming produced by the cable system and/or public access groups, and a limited number of satellite services such as home shopping channels and C-Span; and

• an expanded basic service, comprised of satellite delivered, non-broadcast channels such as: Cable News Network (CNN), Entertainment and Sports Programming Network (ESPN) and Lifetime Network (LIFE).

     For an extra monthly charge, cable television systems also offer premium television services. These services (such as Home Box Office, Cinemax and Showtime) are satellite delivered channels offering feature films, live sporting events, concerts and other special entertainment features presented without commercial interruption.

     Digital cable, offers enhanced television viewing with interactive guides, compact disc quality music channels, theater sound quality, and multiple services of premium and pay-per-view channels. These additional product offerings are made possible by use of bandwidth-saving digital compression.

     On an a la carte basis or for an additional monthly charge, our basic subscribers can also get Internet access via a cable modem, which offers broadband access to the Internet at speeds exceeding standard dial-up access. Services offered include residential and commercial Internet access, e-mail and commercial point-to-point circuits. Cable modem revenues from Cable subscribers are included in the Cable segment.

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     A cable television system receives television, radio and data signals that are transmitted to the system’s headend by means of off-air antennae, microwave relay systems and satellite earth stations. These signals are then modulated, amplified and distributed, through coaxial cable and fiber optic cable, to customers who pay a fee for this service. Cable television systems may also originate their own television programming and other information services for distribution through the system. Cable television systems generally are constructed and operated pursuant to non-exclusive franchises or similar licenses granted by local governmental authorities for a specified term of years, generally for extended periods of up to 20 years.

     Cable Properties

     The following table sets forth certain information regarding our cable systems as of December 31, 2002. Homes passed represents the maximum number of homes that could become subscribers in the particular cable system. Total customers represents the total of video only and cable modem only customers. Total customer penetration represents total customers as a percentage of homes passed. Basic penetration represents basic subscribers as a percentage of homes passed. Digital penetration represents digital terminals as a percentage of basic subscribers. Premium penetration represents premium units as a percentage of basic subscribers. Premium units represents the aggregate number of individual premium services (e.g., HBO, Cinemax, Showtime) for which customers have subscribed. Cable modem penetration represents cable modem subscribers as a percentage of homes passed. Average monthly revenue per basic subscriber (television and cable modem) represents revenues divided by 12 divided by the weighted average number of subscribers for the year.

																							Average
																							Monthly
						Total														Cable			Revenue
		Homes		Total		Customer			Basic		Basic			Digital			Premium			Modem			per Basic
Cable Systems		Passed		Customers		Penetration			Subscribers		Penetration			Penetration			Penetration			Penetration			Subscriber
Pennsylvania
	York		125,313		91,143		72.7	%		91,102		72.7	%		25.0	%		36.7	%		10.6	%	$	51.94
	Williamsport		53,904		41,025		76.1	%		40,913		75.9	%		18.8	%		25.4	%		9.9	%	$	49.62
Mississippi
	Rankin		38,489		23,289		60.5	%		23,289		60.5	%		34.0	%		46.3	%		n/a		$	49.58
Maine
	Brunswick		29,933		20,565		68.7	%		20,308		67.8	%		20.2	%		26.8	%		22.7	%	$	55.87
Illinois/Indiana
	Midwest		45,114		30,350		67.3	%		30,314		67.2	%		15.3	%		30.6	%		2.1	%	$	42.79
Totals/Average			292,753		206,372		70.5	%		205,926		70.3	%		22.9	%		33.7	%		9.0	%	$	50.35

     Cable Systems

     The following table sets forth certain selected technical, operating and financial data for each of our cable systems as of and for the year ended December 31, 2002. Density represents homes passed divided by miles of plant. Plant bandwidth represents percentage of plant mileage within a system served by the indicated plant bandwidth. Increased bandwidth offers greater capacity for signals and resultant additional revenues. Total customer penetration represents total customers as a percentage of homes passed. Basic penetration represents basic subscribers as a percentage of homes passed. A basic subscriber is a household receiving at least our lowest level of video service. Digital terminals represents the number of active terminals for which customers have subscribed to digital services. Digital penetration represents digital terminals as a percentage of basic subscribers. Premium units represents the aggregate number of individual premium services (e.g., HBO, Cinemax, Showtime) for which customers have subscribed. Premium penetration represents premium units as a percentage of basic subscribers. Cable modem penetration represents cable modem subscribers as a percentage of homes passed. Average monthly revenue per basic subscriber represents revenues divided by 12 divided by the weighted average number of subscribers for the year.

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		YORK			WILLIAMSPORT			RANKIN			BRUNSWICK			MIDWEST			TOTAL
TECHNICAL DATA:
Miles of Plant			1,802			1,024			768			790			940			5,324
Density			70			53			50			38			48			55
Head-ends			1			1			2			1			5			10
Plant Bandwidth:
	330-450 MHz		0.0	%		0.0	%		65.0	%		6.0	%		26.0	%		14.0	%
	550 MHz		0.0	%		0.0	%		24.0	%		32.0	%		49.0	%		17.0	%
	750 MHz		100.0	%		100.0	%		11.0	%		62.0	%		25.0	%		69.0	%
OPERATING DATA:
Homes Passed			125,313			53,904			38,489			29,933			45,114			292,753
Total customers			91,143			41,025			23,289			20,565			30,350			206,372
Total customer penetration			72.7	%		76.1	%		60.5	%		68.7	%		67.3	%		70.5	%
Basic Subscribers			91,102			40,913			23,289			20,308			30,314			205,926
Basic penetration			72.7	%		75.9	%		60.5	%		67.8	%		67.2	%		70.3	%
Digital terminals			22,970			7,704			7,924			4,097			4,650			47,165
Digital penetration			25.0	%		18.8	%		34.0	%		20.2	%		15.35			22.9	%
Premium units			33,421			10,392			10,791			5,436			9,265			69,305
Premium penetration			36.7	%		25.4	%		46.3	%		26.8	%		30.6	%		33.7	%
Cable modems			13,308			5,332		NA				6,781			945			26,366
Cable modem penetration			10.6	%		9.9	%	NA				22.7	%		2.1	%		9.0	%
FINANCIAL DATA:
Revenue (in thousands)		$	56,547		$	24,326		$	13,802		$	13,775		$	14,304		$	122,754
Average monthly revenue per basic subscriber		$	51.94		$	49.62		$	49.58		$	55.87		$	42.79		$	50.35

     York. The York, Pennsylvania cable system is our largest, serving subscribers in 51 municipalities and accounting for 44% of our total subscribers and 46% of our 2002 Cable revenues. A hybrid fiber/coaxial rebuild of the York system began in 1995 and is now completed. The entire cable plant now has a capacity of 750 MHz. The York system is two-way capable, which allows cable modem service and other interactive services. Cable modem service has been provided to customers since 1997, with approximately 11% penetration to homes passed as of December 31, 2002. Digital services were launched in October 1999, with penetration exceeding 25% of basic customers as of December 31, 2002. The York system was one of the first systems in the country to launch interactive shopping and games on digital terminals.

     Williamsport. The Williamsport system accounts for 20% of our total subscribers and 20% of our 2002 Cable revenues. The system has been completely rebuilt to 750 MHz and is two-way capable. Cable modem services are presently offered to residential and commercial customers with penetration of nearly 10% of homes passed as of December 31, 2002. Digital services were launched in June 2000 with penetration of nearly 19% of basic customers as of December 31, 2002.

     Rankin. The Rankin County, Mississippi cable system encompasses three small towns, many upscale suburban developments and the southeastern shore of an attractive reservoir recreation area just east of the state capital of Jackson. The area continues to experience housing growth. Over the past five years, the average annual compound internal growth rate of new subscribers to the Rankin system has been 2.8%, and the system accounts for 11% of our total subscribers and 11% of our 2002 Cable revenues. Approximately 35% of the Rankin system currently has a bandwidth of 550 MHz or greater. The system launched digital technology in February 2000, and digital penetration is approximately 34% of basic customers as of December 31, 2002. Rankin does not offer cable modem service.

     Brunswick. The Brunswick cable system serves the communities of Brunswick, Freeport, Bath, Harpswell and Woolwich, Maine and accounts for 10% of our total subscribers and 11% of our 2002 Cable revenues. The Brunswick system is two-way capable. The system has been providing cable modem service since 1996 to commercial customers and since 1998 to residential customers. Cable modem penetration is approximately 23% of homes passed as of December 31, 2002. Digital services were launched in August 2000, and exceed 20% penetration to basic customers as of December 31, 2002.

     Midwest. The Midwest cable system serves Shelbyville and Lawrenceburg, Indiana and Olney and DuQuoin, Illinois. The Lawrenceburg area was acquired April 1, 2002 and added 11,300 basic video subscribers to the Midwest system. The Midwest system accounts for 14% of our total subscribers and

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approximately 12% of our 2002 Cable revenues. The system currently has bandwidth ranging from 450 MHz to 750 MHz, with 74% between 550 and 750 MHz. Rebuilds have been completed in all areas except for a portion of the acquired Lawrenceburg, Indiana system. Digital services were launched in 2000, with penetration of nearly 15% of basic customers as of December 31, 2002.

     Programming

     We have various contracts to obtain basic, satellite and premium programming for our cable systems from the National Cable Television Cooperative, Comcast Corporation and in some cases directly from program suppliers, including, in limited circumstances, some broadcast stations, with compensation generally based on a fixed fee per customer or a percentage of the gross receipts for the particular service. Some program suppliers provide volume discount pricing structures and some offer marketing support.

     Programming costs are expected to increase in the ordinary course of our business as a result of increases in the number of basic subscribers, increased costs to purchase cable programming, expansion of the number of channels provided to customers and contractual rate increases from programming suppliers. In the event that we acquire Comcast’s ownership interests in Susquehanna Cable, our programming costs will increase faster than they would otherwise. See “Certain Relationships and Related Transactions” for additional details regarding our relationship with Comcast.

     Marketing, Customer Service and Community Relations

     Our cable marketing strategy is designed to increase total revenues and revenues per subscriber by:

• aggressively promoting and marketing our current services;

• expanding our product offerings; and

• providing superior customer service.

     We believe that this strategy will enable us to acquire new customers and maintain a positive relationship with existing customers to retain their business and sell them additional products. Implementation strategies include:

• targeted marketing campaigns using direct mail and telemarketing;

• price promotions, such as installation specials, to attract new subscribers and a one month premium sampling program for all new digital video customers;

• multiplexed premium channels to improve their price/value perception; and

• advertisement and sponsorship of community-based events to enhance our local presence.

     We believe that providing superior customer service is a key element of our long-term success because the quality of customer service affects our ability to retain customers. We believe that it also contributes to subscriber growth and positions us to sell additional products and services. To enhance customer service, we have initiated programs to improve the skills of our employees. In 2000, we introduced an initiative for customer service employees entitled Sales Training for Excellence in Leadership, Learning and Retention (STELLAR, then STELLAR Plus in 2001), which includes extensive training, performance follow-up and standardized customer service and sales skills for all customer service representatives.

     Recognizing that positive franchise and public relations are crucial to our overall success, we emphasize maintaining good working relationships with municipal officials in our franchise areas and with the communities that we serve. Our local management meets regularly with municipal officials to keep them informed of both our activities and trends in the industry. As a result of these working relationships, we receive valuable feedback on our standing with the municipalities and the satisfaction of our customers. Local management is also responsible for maintaining a high level of visibility for us, which is accomplished through active involvement in various community and nonprofit organizations.

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     Technology

     As part of our commitment to customer service, we seek to provide reliable, high-quality cable television service. As such, our primary objective with respect to Susquehanna Cable’s capital expenditures is to maintain, expand and upgrade its cable plant to improve and expand its cable television services. Through a capital investment program, we have expanded channel capacity, enhanced signal quality, improved technical reliability and provided a platform to deliver high-speed data services, including Internet access. We believe that such technical improvements and upgrades create additional revenue opportunities, enhance operating efficiencies, improve franchising relations and increase customer satisfaction. We expect capital spending in 2003 for rebuild activities to total approximately $11.1 million, which we expect to be funded by operations and existing credit facilities.

     The following table summarizes, as of December 31, 2002, our existing bandwidth profile and our bandwidth profile upon completion of work-in-progress projects (which are generally expected to be completed by the end of 2003).

		330 to 450 MHz			550 MHz			750 to 860 MHz
		(Approximately 60			(Approximately 82			(Approximately 82
		Analog Channels)			Analog Channels)			Analog Channels) (1)
Existing Bandwidth Profile
	Miles of plant		796			902			3,626
	% miles of plant		14	%		17	%		69	%
Bandwidth Profile Upon Completion Of Work In Progress
	Miles of plant		29			904			4,506
	% miles of plant		1	%		17	%		82	%

(1) Plus 200 MHz of additional bandwidth for digital programming and other enhanced services.

     Our use of fiber optic technology as an enhancement to coaxial is enabling us to consolidate headends and reduce amplifier cascades, thereby improving picture quality and system reliability and reducing headend and maintenance expenditures. Fiber optic strands are capable of carrying hundreds of video, data and voice channels over extended distances without the extensive signal amplification typically required for coaxial cable. In our larger systems, fiber optic technology is deployed in a “ring” design providing a redundant path for video and data signals being delivered to large subscriber groups. This approach provides an extra degree of reliability in the event that fiber optic cable is damaged on the primary path.

     Digital compression is a technology that enables cable operators to increase channel capacity of cable television systems by permitting a significantly increased number of digitalized video signals to fit within a cable television system’s existing bandwidth. At December 31, 2002, digitally compressed services were available to 99% of our customer base.

     The provision of high-speed cable modems to residential and business customers has become a significant source of additional revenue to the cable industry. Cable modem revenues represented approximately 8% and 5% of 2002 and 2001 Cable revenues, respectively. Cable modems provide Internet access at higher speeds and lower costs than the technologies offered by other communication providers. For example, a 10 megabit-capable cable modem provides Internet access at download speeds approximately 10 times faster than typical 56.0-kilobit dial-up telephone modem connections. Cable modem service is available in every system except our Rankin County facility.

     Internet and Other Services

     For the years ended December 31, 2002 and 2001, our Internet and Other segment accounted for approximately 2.8% and 3.4% of our total revenues.

     Susquehanna Data Services . Susquehanna Data Services, Inc., a subsidiary of ours, was formed in 1996 to provide Internet and data networking services to residential and business customers. Marketing its products and services under the trade name “BlazeNet,” Susquehanna Data Services offers Internet access

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Over both telephone and cable modems, website creation, hosting and maintenance, local and wide area network design, construction and operation, and telecommunications products from Susquehanna Adelphia Telecommunications and other local telephone companies. As a website host, we provide a central computer that is connected to the Internet 24 hours a day. We store all of our customers’ website files on our computer so that each website and all of its content are available to users worldwide at all times. Our local and wide area network services enable us to provide network services in both a limited area, such as a building or campus, or a larger area extending beyond a single building or campus. As of December 31, 2002, BlazeNet provided access service to approximately 10,200 business and consumer accounts. Former BlazeNet residential cable modem subscribers are now served by our York cable operations.

     Susquehanna Technologies. The web design company that we acquired in October 2000 has been remarketed as Susquehanna Technologies. Susquehanna Technologies’ focus is on custom designed web integration solutions and services to the media and entertainment, retail and associations and government sectors. Due to the collapse of the Internet sector in 2001, which has continued through 2002, sales for Susquehanna Technologies have been stagnant. A $5.0 million goodwill impairment loss related to this reporting unit was recognized for the year ended December 31, 2002.

     Adelphia Partnership. In 1997, we, through our wholly-owned subsidiary Susquehanna Fiber Systems, Inc., entered into a 50/50 partnership with Adelphia Business Solutions, Inc. to enter the competitive local exchange carrier business in the York, Pennsylvania market. The partnership provides long distance access circuits to businesses bypassing the local telephone company, point-to-point data circuits and switched business access services. Susquehanna’s York cable operation has constructed and maintains a 242 mile fiber optic SONET ring network that is leased to the partnership under a long-term contract. As of December 31, 2002, the partnership provided service to 94 buildings in the York area and had over 9,400 access and long distance lines installed. During 2002, our partner’s parent company declared bankruptcy under Chapter 11. The partnership is not currently included in this bankruptcy proceeding.

     Franchises

     Cable television systems are constructed and operated under fixed-term non-exclusive franchises or other types of operating permits that are granted by local governmental authorities. These franchises contain many conditions, such as:

• time limitations on commencement and completion of construction;

• conditions of service, including mix of programming required to meet the needs and interests of the community;

• the provision of free service to schools and certain other public institutions;

• the maintenance of insurance and indemnity bonds; and

• the payment of fees to communities.

     Certain of these franchises may require the imposition of penalties if the franchise agreements are violated. Certain provisions of these local franchises are subject to limits imposed by federal law.

     As of December 31, 2002, we held a total of 149 franchises. Many franchise agreements require the payment of fees to the issuing authorities ranging from 1% to 5% of gross revenues (with the majority in the 3% to 5% range) from the related cable system. The Cable Communications Policy Act of 1984 (1984 Cable Act) prohibits franchising authorities from imposing annual franchise fees in excess of 5% of gross annual revenues and permits the cable television system operator to seek renegotiation and modification of franchise requirements if warranted by changed circumstances that render performance commercially impracticable.

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     Our cable franchises expire at various times through 2022. The following table sets forth certain information relating to our franchises:

				Percentage of Total			Percentage of Total
Year of Franchise Expiration		Number of Franchises		Franchises			Basic Subscribers
2003			8		5	%		5	%
2004			8		5	%		15	%
2005			5		3	%		2	%
2006 and after			128		87	%		78	%
	Total		149		100	%		100	%

     The 1984 Cable Act and the 1992 Cable Act provide, among other things, for an orderly franchise renewal process, which limits a franchising authority’s ability to deny a franchise renewal if the incumbent operator follows prescribed renewal procedures. In addition, the 1984 and 1992 Cable Acts establish comprehensive renewal procedures, which require, when properly elected by an operator, that an incumbent franchisee’s renewal application be assessed on its own merits and not as part of a comparative process with competing applications. Upon a franchise renewal request, however, a franchise authority may seek to add new and more onerous requirements upon the cable operator, such as significant upgrades in facilities and services or increased franchise fees, as a condition or renewal. We believe that our relationship with local franchise authorities is good. Although we cannot provide guarantees, we anticipate our franchises will be renewed upon expiration.

     Competition

     Cable television systems face competition from alternative methods of distributing video programming and from other sources of news, information and entertainment. These sources include direct broadcast satellite, off-air television broadcast programming, newspapers, movie theaters, live sporting events, interactive online computer services, webcasts and home video products, including DVDs and videotape cassette recorders. The extent to which a cable television system is competitive depends, in part, upon that system’s ability to provide, at a reasonable price to customers, a greater variety of programming and other communications services than those available off-air or through alternative delivery sources and upon superior technical performance and customer service.

     Competing Franchises. Cable television systems generally operate pursuant to franchises granted on a non-exclusive basis. Franchising authorities may not unreasonably deny requests for additional franchises and may operate cable television systems themselves. Well-financed businesses from outside the cable television industry (such as the public utilities that own the poles to which cable is attached) or neighboring cable operators may become competitors for franchises or providers of competing services. Within Susquehanna Cable Co. systems there exists a small overbuild by a neighboring cable operator consisting of approximately 3,000 homes passed (1% of total homes passed) which started ten years ago by two cable operators no longer in the business. Susquehanna acquired one of the operators in 1999. In the last three years the boundaries of the overbuild area has not expanded. Additional cable television systems may be constructed in the future in our other franchise areas.

     Digital Broadcast Satellites. The fastest growing method of satellite distribution is by high-powered direct broadcast satellites utilizing video compression technology, which provides more than 200 channels of programming over a single high-powered digital broadcast satellite. Digital broadcast satellite service can be received virtually anywhere in the United States through small rooftop or side-mounted antennae/dishes and is not subject to certain local restrictions on the location and use of digital broadcast satellite and other satellite receiver dishes. Digital broadcast satellite service is presently being heavily marketed on a nationwide basis by two service providers. Digital broadcast satellite systems offer all of their programming with digital quality, but may have higher up-front costs or require long-term agreements

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and may lack local programming and service. Both digital broadcast satellite providers offer local signals in a growing number of markets. Digital broadcast satellite providers in the Indiana portion of our Midwest market offer some local programming and one digital broadcast satellite provider is offering local signals in the York market.

     Satellite Master Antenna Television Systems. Cable television operators also face competition from private satellite master antenna television systems that serve condominiums, apartment and office complexes, as well as other multiple dwelling unit facilities, and private residential developments. Like cable television systems, satellite master antenna television systems offer both improved reception of local television stations and many of the same satellite-delivered program services. Satellite master antenna television operators often enter into exclusive agreements with building owners or homeowners associations, although some states have enacted laws that authorize franchised cable television operators access to such private complexes. Packages of data and video services are also being offered to private residential and commercial developments. As long as they do not use public rights-of-way, satellite master antenna television systems can interconnect non-commonly owned buildings without having to comply with many of the local, state and federal regulations that are imposed on cable television systems. Our ability to compete for customers in residential and commercial developments served by satellite master antenna television operators is uncertain.

     Local Multipoint Distribution Service. Local multipoint distribution service, a wireless service, can deliver over 100 channels of programming directly to consumers’ homes. A large amount of this spectrum was auctioned in March 1998, and cable television operators and local telephone companies were restricted in their participation in this auction. It is uncertain whether this spectrum will be used to deliver multichannel video programming and other services to subscribers and thereby compete with franchised cable television systems.

     Multichannel Multipoint Distribution Systems. Multichannel multipoint distribution systems use low power microwave frequencies to transmit video programming over the air to customers. Wireless distribution services provide many of the same programming services as cable television systems, and digital compression technology is likely to increase significantly the channel capacity of their systems. Multichannel multipoint distribution systems service requires unobstructed “line of sight” transmission paths. In the majority of our franchise service areas, prohibitive topography and “line of sight” access have limited, and are likely to continue to limit, competition from multichannel multipoint distribution systems. Moreover, in the majority of our franchise areas, multichannel multipoint distribution systems operators face significant barriers to growth because lower population densities make these areas less attractive. We are not aware of any significant multichannel multipoint distribution systems operation currently within our cable television franchise service areas. Wireless One, owned by MCI/Worldcom has announced that they are discontinuing their residential multichannel multipoint distribution system, which was in direct competition with our Rankin County Mississippi cable system. MCI has indicated that they intend to utilize the frequencies for commercial data transport.

     Local Exchange Carriers. The 1996 Telecom Act allows local exchange carriers and others to compete with cable television systems and other video services in their telephone service territory, subject to certain regulatory requirements. Local exchange carriers use a variety of distribution methods, including both broadband wire facilities and wireless transmission facilities within and outside of their telephone service areas. Local exchange carriers and other telephone companies have an existing relationship with the households in their service areas, have substantial financial resources, and may have an existing infrastructure capable of delivering cable television service. Unlike cable television systems, local exchange carriers are not required, under certain circumstances, to obtain local franchises to deliver video services and are not subject to certain obligations imposed under such franchises. We believe that our rural markets are unlikely to support competition in the provision of video and telecommunications broadband services given the lower population densities and higher capital costs per household of installing plant. However, the Secretary of Agriculture announced the launch of the Rural Utilities Service’s (“RUS”) Rural Broadband Access Loan and Loan Guarantee Program. The program will allow RUS to make available $1.2 billion in loans and loan guarantees during fiscal year 2003 to provide broadband facilities in eligible rural communities. To be eligible, communities must not have more than 20,000 inhabitants and not be located in a designated standard metropolitan statistical area. It is uncertain whether this incentive program

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will prompt additional competition in our markets, or what impact such potential competition may have on our cable operations.

     Public Utilities. Registered utility holding companies and their subsidiaries may provide telecommunications services (including cable television). Electric utilities must establish separate subsidiaries known as “exempt telecommunications companies” and must apply to the FCC for operating authority. Due to their resources, electric utilities could be formidable competitors to traditional cable television systems. Electric utilities also have the potential to become significant competitors in the video marketplace, as many of them already possess fiber optic transmission lines in certain areas they serve.

     Other New Technologies. Other new technologies, including Internet-based services, may compete with cable television systems. Incumbent television broadcast licensees may obtain licenses for digital television, which can deliver high definition television pictures, multiple digital-quality program streams, as well as CD-quality audio programming and advanced digital services, such as data transfer or subscription video. Television broadcast stations are authorized to transmit textual and graphic information. Commercial and noncommercial FM stations may use their sub-carrier frequencies to provide non-broadcast services, including data transmissions. In addition, over-the-air interactive video and data service permits two-way interaction with commercial and educational programming, along with informational and data services. Local exchange carriers and other common carriers provide facilities for the transmission and distribution of video services, including interactive computer-based services like the Internet, data and other non-video services.

     Advances in communications technology, as well as changes in the marketplace and the regulatory and legislative environments, are constantly occurring. We are not, therefore, able to predict the effect that current or future developments might have on the cable industry or on our operations. See “Cautionary Note Regarding Forward-Looking Statements.”

Employees

     We have approximately 1,567 employees as of December 31, 2002. No employees are covered by collective bargaining agreements, and we consider relations with our employees to be good.

Properties

     The headquarters of our cable television operations are located in York, Pennsylvania in office space leased from our parent. We do not have a separate headquarters for our radio broadcast operations.

     We lease six studio facilities for our radio operations. We own broadcast towers for 14 of our radio stations and lease 15 other broadcast towers. We own the real property under eight of our broadcast towers and lease the land under our other 21 towers. We own two auxiliary towers and lease two others as backup facilities for main broadcast towers. We own the real property under one of our auxiliary towers and lease the land under our other three auxiliary towers. Three other auxiliary towers are under construction and should be completed in early 2003. The newly constructed auxiliary towers and the land under them will be leased. We own eight, and lease two, headend facilities for our cable television operations. In connection with our cable operations, we own nine tower locations and lease three others. In addition, we own the real estate for eight and lease the real estate for two fiber optic hub sites. See also “—Radio Properties.”

     Our principal physical assets with respect to our cable operations consist of cable television operating plant and equipment, including signal receiving, encoding and decoding devices, headends and distribution systems and customer house drop equipment for each of our cable television systems. The signal receiving apparatus typically includes a tower, antenna, ancillary electronic equipment and earth stations for reception of satellite signals. Headends, consisting of associated electronic equipment necessary for the reception, amplification and modulation of signals, are located near the receiving devices. Our distribution system consists primarily of coaxial and fiber optic cables and related electronic equipment. See also “—Cable Properties” and “—Cable Systems.”

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     We believe that our properties are in good condition and suitable for our operations.

Legal Proceedings

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

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REGULATION

Regulation of Radio Broadcasting

     Introduction

     The ownership, operation and sale of broadcast stations, including those licensed to us, are subject to the jurisdiction of the FCC, which acts under authority derived from the Communications Act of 1934 (the Communications Act). The Communications Act was amended in 1996 by the 1996 Telecom Act to make changes in several broadcast laws. Among other things, the FCC grants permits and licenses to construct and operate radio stations; assigns frequency bands for broadcasting; determines whether to approve changes in ownership or control of station licenses; regulates equipment used by stations and the operating power and other technical parameters of stations; adopts and implements regulations and policies that directly or indirectly affect the ownership, operation and employment practices of stations; regulates some forms of radio broadcasting programming; and has the power to impose penalties for violations of its rules under the Communications Act.

     License Grant and Renewal

     Radio broadcast licenses are granted and renewed for maximum terms of eight years. Licenses must be renewed through an application to the FCC. The Communications Act requires that the FCC grant the renewal of a station’s license if the FCC finds that, during the preceding term of the license, the station has served the public interest, convenience and necessity, that there have been no serious violations by the licensee of the Communications Act or the rules and regulations of the FCC, and that there have been no other violations by the licensee of the Communications Act or the rules and regulations of the FCC that, when taken together, would constitute a pattern of abuse.

     Petitions to deny license renewal applications can be filed by interested parties, including members of the public. Such petitions may raise various issues before the FCC. The FCC is required to hold hearings on renewal applications if it 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 prima facie inconsistent with the public interest, convenience and necessity. Also, during certain periods when a renewal application is pending, the transferability of the applicant’s license may be restricted. Historically, we have not experienced any material problems renewing our licenses to operate our radio stations and are not currently aware of any facts that would prevent the timely renewal of our licenses. There can be no assurance, however, that our licenses will be renewed.

     The following table sets forth certain regulatory information regarding each of the stations owned by us. “HAAT,” which applies to FM stations only, represents height above average terrain. Height above average terrain means the actual height of the station’s transmitting antenna above the ground level of the surrounding terrain and is used to measure the coverage of an FM station. The FCC class determines the maximum power and maximum height above average terrain for the particular station. Height Above Average Terrain is not applicable to AM stations.

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		Frequency			Power in
		(FM-MHZ)	FCC	HAAT	Kilowatts	Expiration Date of
Market and Stations	City of License	(AM-KHZ)	Class	(Meters)	(Day)	License
San Francisco, CA
KNBR-AM      KFOG-FM      KFFG-FM      KSAN-FM      KTCT-AM	San Francisco San Francisco Los Altos San Mateo San Mateo	680 KHz 104.5 MHz 97.7 MHz 107.7 MHz 1050 KHz	A B A B B	– 459 137 354 –	50 KW 7.1 KW 3.3 KW 8.9 KW 50 KW	December 1, 2005 December 1, 2005 December 1, 2005 December 1, 2005 December 1, 2005
Dallas/Ft. Worth, TX
KLIF-AM      KKLF-AM (2)      KTCK-AM      KPLX-FM      KDBN-FM (1)      KTDK-FM      KTBK-AM      KGVL-AM (2)      KIKT-FM (2)	Dallas Dennison/Sherman Dallas Ft. Worth Haltom City Sanger Sherman Greenville Greenville	570 KHz 950 KHz 1310 KHz 99.5 MHz 93.3 MHz 104.1 MHz 1700 KHz 1400 KHz 93.5 MHz	B B B C C2 C3 B C A	– – – 511 120 150 – – 100	5 KW ..5 KW 9 KW 100 KW 50 KW 11 KW 10 KW 1 KW 1.8 KW	August 1, 2005 August 1, 2005 August 1, 2005 August 1, 2005 August 1, 2005 August 1, 2005 August 1, 2005 August 1, 2005 August 1, 2005
Houston, TX
KRBE-FM	Houston	104.1 MHz	C	585	100 KW	August 1, 2005
Atlanta, GA
WNNX-FM      WWWQ-FM	Atlanta College Park	99.7 MHz 100.5 MHz	C0 C3	315 291	100 KW 3 KW	April 1, 2004 Pending
Cincinnati, OH
WRRM-FM      WMOJ-FM      WYGY-FM	Cincinnati Fairfield Lebanon	98.5 MHz 94.9 MHz 96.5 MHz	B B B	246 322 245	17.5 KW 10.5 KW 19.5 KW	October 1, 2004 October 1, 2004 August 1, 2003
Indianapolis, IN      WFMS-FM      WGRL-FM      WGLD-FM      WAVG-AM      WZZB-AM      WQKC-FM	Indianapolis Noblesville Indianapolis Jeffersonville Seymour Seymour	95.5 MHz 93.9 MHz 104.5 MHz 1450 MHz 1390 MHz 93.7 MHz	B A B C D B	302 138 150 – – 213	13 KW 2.2 KW 50 KW 1 KW 1 KW 25 KW	August 1, 2004 August 1, 2004 August 1, 2004 August 1, 2004 August 1, 2004 August 1, 2004
Kansas City, MO
KCMO-FM      KCMO-AM      KCFX-FM      KFME-FM	Kansas City Kansas City Harrisonville, MO Garden City, MO	94.9 MHz 710 KHz 101.1 MHz 105.1 MHz	C0 B C0 C1	341 – 335 299	100 KW 10 KW 100 KW 100 KW	February 1, 2005 February 1, 2005 February 1, 2005 Pending
York/Lancaster, PA
WSBA-AM      WARM-FM	York York	910 KHz 103.3 MHz	B B	– 398	5 KW 6.4 KW	August 1, 2006 August 1, 2006
Albemarle, NC
WABZ-FM (2)	Albemarle	100.9 MHz	A	61	3 KW	December 1, 2003

(1)	KKMR-FM changed its call letters to KDBN-FM effective January 28, 2002.
(2)	Operated by a third party under a time brokerage agreement.

     Regulatory Approvals

     Broadcast licenses may not be assigned nor may the control of broadcast licenses be transferred without the prior approval of the FCC. In determining whether to assign, transfer, grant or renew a broadcast license, the FCC considers a number of factors pertaining to the proposed licensee, including limits on common ownership of media properties, financial qualifications of the proposed licensee, the

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“character” of the proposed licensee (including that no party to the application (i.e. officer, director, or 10% or greater owner) is subject to the denial of federal benefits that include FCC benefits pursuant to Section 5301 of the Anti-Drug Abuse Act of 1988, 21 U.S.C. sec. 862), limitations on alien ownership, and compliance with programming, public file and anti-discrimination requirements.

     Assigning a license or transferring control requires the filing of an application with the FCC. The FCC staff reviews the application and determines whether to grant the application. This process generally takes about four months. During the application process, interested parties and the public may file petitions, during specific periods of time, to deny or raise objections to the application. A full FCC review of staff action can be requested, and final FCC approval or disapproval is subject to judicial review.

     Absent a timely request for reconsideration, administrative review or judicial review, the FCC staff’s grant of an application becomes final by operation of law and generally is no longer subject to administrative or judicial review.

     The pendency of a license renewal application may alter the aforementioned timetables, because the FCC might not issue an unconditional assignment grant if the station’s license renewal is pending.

     Ownership Matters

     The 1996 Telecom Act and the FCC’s broadcast multiple ownership rules do not restrict the number of radio stations one person or entity may own (including having an attributable interest in), operate or control on a national level, but do impose restrictions on a local level.

These restrictions are:

(i) in a market with 45 or more commercial radio signals, an entity may own up to eight commercial radio stations, not more than five of which are in the same service (FM or AM);

(ii) in a market with between 30 and 44 (inclusive) commercial radio signals, an entity may own up to seven commercial radio stations, not more than four of which are in the same service;

(iii) in a market with between 15 and 29 (inclusive) commercial radio signals, an entity may own up to six commercial radio stations, not more than four of which are in the same service; and

(iv) in a market with 14 or fewer commercial radio signals, an entity may own up to five commercial radio stations, not more than three of which are in the same service, except that an entity may not own more than 50% of the stations in such market.

     The foregoing summarizes the material radio broadcast industry regulations with which we must comply. However, it does not purport to describe all present and proposed regulations and legislation relating to the radio broadcasting industry, some of which may be subject to judicial and legislative review and change, and their impact on the radio broadcasting industry or us cannot be predicted at this time.

Regulation of Cable Television

     The cable television industry is regulated by the FCC, some state governments and substantially all local governments. In addition, various legislative and regulatory proposals under consideration from time to time by the Congress and various federal agencies have in the past, and may in the future, materially affect us and the cable television industry. The following is a summary of federal laws and regulations materially affecting the growth and operation of the cable television industry and a description of certain state and local laws. We believe that the regulation of the cable television industry remains a matter of interest to Congress, the FCC and other regulatory authorities. There can be no assurance as to what, if any, future actions such legislative and regulatory authorities may take or the effect thereof on us.

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     Federal Legislation

     The principal federal statute governing the cable television industry is the Communications Act of 1934, as amended. As it affects the cable television industry, the Communications Act has been significantly amended on three occasions, by the 1984 Cable Act, the 1992 Cable Act and the 1996 Telecom Act. The 1996 Telecom Act altered the regulatory structure governing the nation’s telecommunications providers. It removed barriers to competition in both the cable television market and the local telephone market. Among other things, it also reduced the scope of cable rate regulation.

     Federal Regulation

     The FCC is the principal federal regulatory agency with jurisdiction over cable television. It has adopted regulations covering such areas as cross-ownership between cable television systems and other communications businesses, horizontal and vertical ownership, carriage of television broadcast programming, cable rates, pole attachment rates, consumer protection and customer service, leased access, indecent programming, programmer access to cable television systems, availability of satellite-delivered programming services to cable system competitors, technical standards, consumer electronics equipment compatibility, ownership of home wiring, mandatory deletion of certain imported broadcast programming, equal employment opportunity, consumer education and lockbox enforcement, origination cablecasting and sponsorship identification, political programming and advertising, advertising during children’s programming, signal leakage and frequency use, maintenance of various records, and antenna structure notification, marking and lighting. The FCC has the authority to enforce these regulations through the imposition of substantial fines, the issuance of cease and desist orders and/or the imposition of other administrative sanctions, such as the revocation of FCC licenses needed to operate certain transmission facilities often used in connection with cable operations. A brief summary of certain of these federal regulations as adopted to date follows.

     Rate Regulation

     Where a cable television system is not subject to effective competition, the rates for the basic service tier (the lowest level of cable programming service which must include local broadcast channels and public access channels) and related equipment may be regulated by the local franchising authority at its option. Rates for cable programming service tiers, which generally include programming other than the channels carried on the basic service tier, and for programming offered on a per-channel or per-program basis are not subject to governmental regulations. If local franchising authorities choose to regulate basic service rates, they may order reductions and, in certain circumstances, refunds of existing monthly rates and charges for associated equipment. In carrying out their rate regulatory authority, however, local officials are subject to certain FCC standards such as the obligation to evaluate rates in accordance with FCC approved benchmark formulas or cost-of-service showings. Future rates of regulated cable systems may not exceed an inflation-indexed amount, plus increases in certain costs beyond the cable operator’s control, such as taxes, franchise fees and increased programming costs. Cost-based adjustments to these capped rates also can be made in the event a cable television operator adds or deletes channels. There is also a streamlined cost-of-service methodology available to justify a rate increase for “significant” system rebuilds or upgrades. We currently have four franchisee authorities that are certified to regulate for basic services, installation and equipment rates, , three in Maine and one in Mississippi.

     Existing regulations require cable television systems to permit customers to purchase video programming on a per channel or a per program basis without the necessity of subscribing to any tier of service, other than the basic service tier.

     Carriage of Broadcast Television Signals

     The 1992 Cable Act contains signal carriage requirements which allow commercial television broadcast stations that are “local” to a cable television system (i.e., the system is located in the station’s designated market area) to elect every three years whether to require the cable television system to carry the station, subject to certain exceptions, or whether the cable television system will have to negotiate for

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“retransmission consent” to carry the station. The next election between must-carry and retransmission consent must occur by October 1, 2005. A cable television system is generally required to devote up to one-third of its activated channel capacity for the carriage of local commercial television stations whether pursuant to the mandatory carriage requirements or retransmission consent requirements of the 1992 Cable Act. Local non-commercial television stations are also given mandatory carriage rights, subject to certain exceptions, on cable systems with the principal headend located within the larger of: (i) a 50-mile radius from the station’s city of license; or (ii) the station’s Grade B contour (a measure of signal strength). Unlike commercial stations, noncommercial stations are not given the option to negotiate retransmission consent for the carriage of their signal. In addition, cable television systems have to obtain retransmission consent for the carriage of all “distant” commercial broadcast stations, except for certain “superstations” (i.e., commercial satellite-delivered independent stations such as WGN). To date, compliance with the “retransmission consent” and “must carry” provisions of the 1992 Cable Act has not had a material effect on us, although this result may change in the future depending on such factors as market conditions, channel capacity and similar matters when such arrangements are renegotiated, including demands by television stations for increased compensation in return for retransmission consent.

     The FCC has recently adopted interim regulations regarding carriage of digital television signals offered by local television broadcasters. Under these regulations, local television broadcast stations transmitting solely in a digital format are entitled to request carriage in their choice of digital or converted analog format. Stations transmitting in both digital and analog formats, which is permitted during the current ongoing transition period, have no carriage rights for the digital format during the transition unless and until they return in their analog channel. The FCC continues to consider proposals to require cable operators to carry multiple digital programming streams offered by local television stations, both during and after the digital transition period. The final outcome of this proceeding could have a material effect on the number of services that a cable operator will be required to carry.

     Renewal of Franchises and Franchise Fees

     The 1984 Cable Act established renewal procedures and criteria designed to protect incumbent franchisees against arbitrary denials of renewal. While these formal procedures are not mandatory unless timely invoked by either the cable television operator or the franchising authority, they can provide substantial protection to incumbent franchisees. Even after the formal renewal procedures are invoked, franchising authorities and cable television operators remain free to negotiate a renewal outside the formal process. Nevertheless, renewal is by no means assured, as the franchisee must meet certain statutory standards. Even if a franchise is renewed, a franchising authority may impose new and more onerous requirements such as upgrading cable-related facilities and equipment and complying with voluntary commitments, although the municipality must take into account the cost of meeting such requirements. The 1984 Cable Act, under certain limited circumstances, permits a cable operator to obtain modifications of franchise obligations. Franchises have generally been renewed for cable television operators that have provided satisfactory services and have complied with the terms of their franchises. Historically, we have not experienced any material problems renewing our franchises for our cable television systems. We are not aware of any current or past material failure on our part to comply with our franchise agreements. We believe that we have generally complied with the terms of our franchises and have provided quality levels of service.

     The 1992 Cable Act makes several changes to the process under which a cable television operator seeks to enforce his renewal rights which could make it easier in some cases for a franchising authority to deny renewal. Franchising authorities may consider the “level” of programming service provided by a cable television operator in deciding whether to renew. For alleged franchise violations occurring after December 29, 1984, franchising authorities have the right to deny renewal because of an operator’s failure to substantially comply with the material terms of the franchise even if the franchising authority has “effectively acquiesced” to such past violations. The franchising authority is, however, precluded from denying renewal if, after giving the cable television operator notice and opportunity to cure, it fails to respond to a written notice from the cable television operator of its failure or inability to cure. Courts may not reverse a denial of renewal based on procedural violations found to be “harmless error.”

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     Franchising authorities may generally impose franchise fees of up to 5% of a cable television system’s annual gross cable service revenues, excluding revenues derived from services other than cable service. However, they may be able to exact some compensation for cable systems’ use of public rights-of-way to provide telecommunications service. In the past several years, substantial public controversy has arisen with regard to the ability of local franchise authorities to regulate high speed Internet access provided by cable television systems. Among the key issues in dispute are the franchise authority’s ability to require cable operators to offer multiple unaffiliated Internet service providers access to their systems (“open access”), to impose franchise fees on revenues that cable systems earn from providing cable modem service or to impose service or other requirements on a cable system’s Internet offerings. These issues currently are pending in several court proceedings and before the FCC. While the FCC tentatively has concluded that local franchise authorities lack authority to impose such requirements on cable operators, further agency proceedings are underway that could alter the initial conclusion.

     Channel Set-Asides

     The 1984 Cable Act permits local franchising authorities to require cable television operators to set aside certain television channels for public, educational and governmental access programming. The 1984 Cable Act further requires cable television systems with thirty-six or more activated channels to designate a portion of their channel capacity for commercial leased access by unaffiliated third parties to provide programming that may compete with services offered by the cable television operator. The 1992 Cable Act requires leased access rates to be set according to a formula determined by the FCC.

     Horizontal and Vertical Ownership/Cross-Ownership

     In March of 2001, the U.S. Court of Appeals for the District of Columbia Circuit reversed and remanded the FCC’s cable television horizontal and vertical ownership limits for further consideration. The horizontal ownership limit had barred a cable operator from having an attributable interest in more than 30 percent of the nationwide multichannel video programming subscribership. The vertical ownership limit had barred a cable operator from carrying attributable programming on more than 40 percent of channels, up to 75 channels of capacity. In its March 2001 decision, the D.C. Circuit Court of Appeals also reversed and remanded two provisions of the FCC’s ownership attribution rules (the elimination of the single majority shareholder exemption and the prohibition on the sale of programming by an insulated limited partner.) In September of 2001, the FCC issued a Further Notice of Proposed Rulemaking seeking to develop a complete record that would help the FCC produce and support changes to the affected cable ownership and attribution rules in accordance with the March 2001 court decision. Final public comments were due in February of 2002. The FCC has not yet released its decision, and thus, we cannot predict the impact of the results of the FCC’s pending cable ownership and attribution rulemaking on our business. However, revised FCC rules could affect the investment of Susquehanna Cable held by Comcast Corporation, as well as our ability to enter into other strategic relationships with larger cable companies in the future. If Comcast divests its ownership interest in Susquehanna Cable, our programming costs are likely to increase faster than they would otherwise.

     In February 2003, the FCC repealed its cable/broadcast cross-ownership restriction in response to a D.C. Circuit Court of Appeals decision that the FCC had failed to demonstrate that the restriction continued to be necessary in light of increased competition. Thus, the principal remaining cross-ownership restriction that still applies to cable operators is the prohibition from owning or operating a satellite master antenna system or multichannel multipoint distribution system in any area where a cable operator provides franchised cable service and is not subject to effective competition. However, a cable operator may acquire and operate a satellite master antenna system in its existing franchise service area if the programming and other services provided to the satellite master antenna system subscribers are offered according to the terms and conditions of the cable operator’s local franchise agreement.

     Copyright Matters

     Cable systems must obtain copyright licenses for programming and television signals they carry. Copyright authority for programming on non-broadcast networks typically is obtained from the networks in

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question, and copyright authority for programming originated locally by the cable system must be obtained directly from copyright holders. The Copyright Act provides a blanket license for copyrighted material on television stations whose signals a cable system retransmits. Cable operators can obtain this license by filing semi-annual reports and paying a percentage of their revenues as a royalty fee to the U.S. Copyright Office, which then distributes the royalty pool to copyright holders. For larger cable systems, these payments vary with the numbers and type of distant television stations the system carries. From time to time, Congress considers proposals to alter the blanket copyright license, some of which could make the license more costly.

     State and Local Regulation

     Cable television systems generally are operated pursuant to nonexclusive franchises, permits or licenses granted by a municipality or other state or local government entity. The terms and conditions of franchises vary materially from jurisdiction to jurisdiction. Franchises generally contain provisions governing fees to be paid to the franchising authority, length of the franchise term, renewal, sale or transfer of the franchise, territory of the franchise, design and technical performance of the system, use and occupancy of public streets and number and types of cable television services provided. The 1992 Cable Act prohibits exclusive franchises and allows franchising authorities to regulate customer service and rates. Franchising authorities may operate their own multichannel video distribution system without a franchise. States and local franchising authorities may adopt certain restrictions on cable television systems ownership.

     The foregoing summarizes the material cable television industry regulations with which we must comply. However, it does not purport to describe all present and proposed federal, state and local regulations and legislation relating to the cable television industry, some of which are subject to judicial and legislative review and change, and their impact on the cable television industry or us cannot be predicted at this time.

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MANAGEMENT

Directors and Executive Officers

     As of the date of this prospectus, our directors and executive officers were as follows:

Name	Age		Position(s)
William H. Simpson		61	Chairman of the Board of Directors
Peter P. Brubaker		56	Director, Chief Executive Officer and President
John L. Finlayson		62	Director and Vice President
David E. Kennedy		50	Director and Vice President
James D. Munchel		48	Director and Vice President
Louis J. Appell, Jr		78	Director
Craig W. Bremer		54	Secretary and General Counsel
Alan L. Brayman		51	Treasurer

     William H. Simpson is a Director of Susquehanna Media and has served as such since 1993. He was elected Chairman of the Board of Directors on January 7, 2002. He has been employed by Susquehanna Pfaltzgraff or an affiliated corporation since 1971. He served as President and Chief Executive Officer since January 7, 2002. He was formerly President of The Pfaltzgraff Co. from 1981 to 2001 and Vice President and General Counsel of Susquehanna Pfaltzgraff from 1971 to 1981. Mr. Simpson is a graduate of the United States Air Force Academy and Harvard Law School.

     Peter P. Brubaker is a Director, the Chief Executive Officer and President of Susquehanna Media. He has been a director and officer of Susquehanna Media since 1993. Prior to 1995, Mr. Brubaker was Vice President/Finance of Susquehanna Pfaltzgraff. He joined Susquehanna Pfaltzgraff in 1977 and assumed responsibility for the cable operations in 1979. He holds a BA degree from Wesleyan University and an MBA degree from the Harvard Business School. Mr. Brubaker serves as a director of the National Cable Television Association.

     John L. Finlayson is a Director and Vice President of Susquehanna Media and the Chief Financial Officer of Susquehanna Pfaltzgraff, where he has been employed since 1978. He has been a Vice President of Susquehanna Media since 1993. Prior to 1978, Mr. Finlayson was an audit manager with Arthur Andersen & Co. He is a CPA and a graduate of Franklin and Marshall College.

     David E. Kennedy is a Director and a Vice President of Susquehanna Media. He has also been President of Susquehanna Radio since 1993. Mr. Kennedy joined the radio group in 1973 as an on-air personality of its former Toledo, Ohio station. He has held positions in programming, planning and research during his career. Mr. Kennedy is a graduate of the University of Toledo and holds masters and doctoral degrees from Bowling Green State University. He serves as a director of the Radio Advertising Bureau and as a director of the National Association of Broadcasters.

     James D. Munchel is a Director and Vice President of Susquehanna Media and is also President and Chief Operating Officer of Susquehanna Cable. Mr. Munchel oversees the operations of all Susquehanna Cable systems. He joined a predecessor of Susquehanna Media in 1981 and was promoted to General Manager of the York cable system in 1986. Mr. Munchel was promoted to his current position in 1999. He is a graduate of Shippensburg University.

     Louis J. Appell, Jr. is a Director of Susquehanna Media. He served as the Chairman of the Board of Directors of Susquehanna Media, from 1993 through 2001. He also serves as the Chairman of the Board of Susquehanna Pfaltzgraff. He has over fifty years of experience in the communications industry. Mr. Appell holds a BA degree from Harvard College.

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     Craig W. Bremer is the Secretary and General Counsel of Susquehanna Media, positions he has held since 1993. He also served as a Director from 1993 through 2002. He is also the Secretary of Susquehanna Pfaltzgraff. Mr. Bremer has been employed by Susquehanna Pfaltzgraff since 1978. Prior to joining Susquehanna Pfaltzgraff, Mr. Bremer was in private practice with a law firm in Harrisburg, Pennsylvania. He holds a JD degree from Dickinson School of Law and is a member of the Pennsylvania Bar. He earned a BA degree from Washington & Lee University.

     Alan L. Brayman is the Treasurer of Susquehanna Media. He is also Vice President, Treasury Operations, of Susquehanna Pfaltzgraff. Mr. Brayman joined Susquehanna Media in February 1998. Prior to that, he was a principal of Global Treasury Solutions from 1996 through January 1998. Mr. Brayman was also Assistant Treasurer and an officer of VF Corporation, an apparel manufacturer, from January 1993 to December 1995. Prior to that, Mr. Brayman was employed by Armstrong World Industries Inc., a diversified manufacturer, from 1973 to 1992, where he was Assistant Treasurer. Mr. Brayman is a graduate of the University of Delaware and has an MBA from Shippensburg University.

Executive Compensation

     We do not compensate directors for services provided in that capacity.

     We have no executive employees. All of our executive officers are also executive officers of Susquehanna Pfaltzgraff, (our parent company). Susquehanna Pfaltzgraff paid all compensation of our executive officers under a management agreement between Susquehanna Pfaltzgraff and us. Under that agreement, we pay a fee to Susquehanna Pfaltzgraff for executive office space, services of the legal department and management services, including compensation for the services rendered to us by the executive officers of Susquehanna Pfaltzgraff. Under the agreement, we paid a management fee in the amount of $6.3 million and $5.7 million in 2002 and 2001, respectively. As executive officers of Susquehanna Pfaltzgraff, our executive officers will continue to render services to Susquehanna Pfaltzgraff and its other subsidiaries in addition to us.

Radio Employee Stock Plan

     The Radio Employee Stock Plan (“Plan”), as established in 1987, offers certain key employees a right to purchase non-voting Susquehanna Radio Corp. shares at a formula value. For each share purchased, a participant receives a vested option to purchase two additional shares at the same price for a ten year and one month period from the date of grant.

     On April 10, 2000, the Susquehanna Pfaltzgraff Co. Board of Directors changed the method of determining the Plan’s share value effective July 1, 2000. Over a period ending April 1, 2002, Plan share value transitioned from a formula value to a value based upon Susquehanna Pfaltzgraff Co.’s annual independent ESOP valuation (“Appraised Value”). On July 1, 2000, share value was based one-third on Appraised Value and two-thirds on formula value. As of April 1, 2001, share value was based two-thirds on Appraised Value and one-third on formula value. As of April 1, 2002 and thereafter, Plan share value was based solely on Radio’s Appraised Value.

     The July 1, 2000 change in the method for valuing shares was a plan modification that subjected shares formerly accounted for under Accounting Principles Board Opinion 25 “Accounting for Stock Issued to Employees” to Statement of Financial Accounting Standard No. 123, “Accounting for Stock-Based Compensation”. Accordingly, as of July 1, 2000, shares formerly accounted for as minority interests were recast as a Radio Employee Share Plan liability. Changes in share value formerly charged directly against retained earnings have been reflected as noncash charges to operating income. Our consolidated financial statements for 2001 and 2000 have been restated (See Notes 7 and 15 to the consolidated financial statements). Financial statements for interim periods have also been restated. As of April 1, 2002, Plan share value became based solely on Appraised Value and the Radio Employee Share Plan Liability was recast as minority interests. Subsequent increases in Plan share value will be accounted for as an increase in minority interests in the consolidated statement of operations.

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Cable Performance Share Plan

     On July 1, 2000, the first of a three-step change in the valuation of Susquehanna Cable’s performance share plan occurred. Performance shares were previously valued using a formula. On July 1, 2000, performance shares were revalued based 2/3 on the former formula and 1/3 on fair value as determined by an independent valuation of Susquehanna Pfaltzgraff Co. for ESOP purposes performed as of December 31, 1999. On April 1, 2001, performance shares were valued based 1/3 on the former formula and 2/3 on fair value as of December 31, 2000. As of April 1, 2002, performance share value was wholly based on fair value as of December 31, 2001.

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BENEFICIAL OWNERSHIP OF SUSQUEHANNA MEDIA AND SUSQUEHANNA PFALTZGRAFF

Susquehanna Media Co.

     We have the authority under our charter to issue 1,100,000 shares of common stock, par value $1.00 per share, and 110,000 shares of 7% cumulative preferred voting stock, par value $100.00 per share. As of December 31, 2001, we had outstanding 1,100,000 shares of common stock and 70,499.22 shares of preferred stock. The holders of our preferred stock are entitled to an annual cumulative preferential dividend of $7.00 per share. After payment of the preferred stock dividend, holders of our preferred stock do not participate in dividends on our common stock. In the event of a liquidation of our company, our preferred stockholders are entitled to a $100.00 liquidation preference and any accrued and unpaid preferred stock dividends. Thereafter, only common stockholders are entitled to distributions. Our preferred stock is not convertible into our common stock. The holders of our preferred stock and common stock vote together as one class on all matters voted upon by our stockholders. Both classes receive one vote per share.

     All of our the outstanding common stock is owned by our parent, Susquehanna Pfaltzgraff. All of our preferred stock is owned by related parties. The following table sets forth certain information regarding the beneficial ownership of our preferred stock as of December 31, 2002 by:

• each of our directors and executive officers;

• all of our directors and executive officers as a group; and

• each person (or group of affiliated persons) known by us to beneficially own more than 5% of our outstanding preferred stock.

     Unless otherwise indicated, each person has sole voting and investment power with respect to the preferred shares shown as beneficially owned by such person.

	Shares Beneficially Owned
Name of Beneficial Owner	Number		Percent
Directors and Executive Officers
Louis J. Appell, Jr. (1)		5,095.98		7.2	%
Peter P. Brubaker		793.77		1.1	%
Craig W. Bremer		—		—
William H. Simpson		—		—
John L. Finlayson		—		—
Alan L. Brayman		—		—
David E. Kennedy		—		—
James D. Munchel		—		—
All directors and executive officers as a group (8 persons)		5,889.75		8.3	%
Other 5% Holders
The Harrier Trust (2)		3,810.08		5.4	%
Louis J. Appell, III (3)		7,513.71		10.7	%
Helen F. Appell, II (4)		7,513.71		10.7	%
Barbara F. Appell (5)		7,513.71		10.7	%
Walter M. Norton (6)		32,085.41		45.5	%

(1) Shares held by Louis J. Appell, Jr. and Josephine S. Appell, as trustees of the Louis J. Appell, Jr. revocable trust. Address is 140 East Market Street, York, PA 17401.

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(2)	Shares held by Laura Appell-Warren, Amity A. Doolittle and Charity R. Appell, as trustees. Address is 140 East Market Street, York, PA 17401.
(3)	Address is 1331 Via Colonna Terrace, Davis, CA 95616.
(4)	Address is 1700 Powder Mill Road, York, PA 17403.
(5)	Address is 306 West Princess Street, York, PA 17404.
(6)	Of these shares, (a) 8,324.26 are held jointly with Helen A. Norton; (b) 5,109.81 are held individually; (c) 277.48 are held by Helen A. and Walter M. Norton as trustees of the Helen A. Norton revocable trust; and (d) 18,373.86 are held in trust by Walter M. Norton. Address is 126 Skassen Lane, Harpswell, ME 04079.

Susquehanna Pfaltzgraff

     Susquehanna Pfaltzgraff has the authority under its charter to issue 40,000,000 shares of common stock, par value $.01 per share, 50,000,000 shares of ESOP common stock, par value $.01 per share, and 10,000,000 shares of Class A nonvoting common stock, par value $.01 per share. At December 31, 2002, Susquehanna Pfaltzgraff had outstanding 18,241,800 shares of common stock, 7,023,727 shares of ESOP common stock and 2,301,555 shares of Class A nonvoting common stock. The holders of the ESOP common stock are entitled to an annual cumulative preferential dividend of approximately $1.05 per share. After payment of the ESOP common stock dividend, the ESOP common stock, the common stock and the Class A nonvoting common stock share equally and ratably on a share for share basis in dividends. In the event of a liquidation of Susquehanna Pfaltzgraff, the holders of ESOP common stock are entitled to the payment of all accrued and unpaid dividends before any distributions to holders of common stock or Class A common stock. Thereafter, all three classes of stock share in distributions on a pro rata basis. Except as required by law, the holders of Class A nonvoting common stock have no voting rights. Each share of common stock and ESOP common stock is entitled to one vote on all matters submitted to a vote of stockholders.

     The following table sets forth certain information regarding the beneficial ownership of Susquehanna Pfaltzgraff’s common stock, ESOP common stock and Class A nonvoting common stock as of December 31, 2002 by:

• each of our directors and executive officers;

• all of our directors and executive officers as a group; and

• each person (or group of affiliated persons) known by us to beneficially own more than 5% of our outstanding common stock.

     Unless otherwise indicated, each person has sole voting and investment power with respect to the shares shown as beneficially owned by such person.

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						Number of		Percentage			Number of		Percentage of
	Number of		Percentage of			ESOP		of ESOP			Class A		Class A
	Common		Common			Common		Common			Common		Common
	Shares		Shares			Shares		Shares			Shares		Shares			Total
Name of Beneficial	Beneficially		Beneficially			Beneficially		Beneficially			Beneficially		Beneficially			Voting
Owner	Owned		Owned			Owned		Owned			Owned		Owned			Power (4)
Directors and Executive Officers
Louis J. Appell, Jr. (1)		—		—			57		—			1,252,900		54.5	%		—
William H. Simpson (1)		—		—			2,196		—			422,165		18.4	%		—
Peter B. Brubaker (1)		—		—			2,616		—			310,450		13.5	%		—
John L. Finlayson (1)		—		—			2,416		—			311,485		13.5	%		—
Craig W. Bremer (1)		—		—			2,374		—			—		—			—
Alan L. Brayman (1)		—		—			2,296		—			—		—			—
David E. Kennedy (1)		—		—			2,616		—			—		—			—
James D. Munchel (1)		—		—			2,616		—			—		—			—
Officers and Directors group (8 persons)		—		—			—					2,297,000		99.9	%		—
Louis J. Appell Trusts (2)		16,778,193		92.0	%		—		—			—		—			66.4	%
Susquehanna Pfaltzgraff ESOP (3)		—		—			5,654,904		81.3	%		—		—			22.4	%

(1)	All addresses are 140 East Market Street, York, PA 17401.
(2)	Includes shares held as follows: (a) Louis J. Appell residuary trust for the benefit of Louis J. Appell, Jr. (5,861,800 shares); (b) Louis J. Appell residuary trust for the benefit of Helen A. Norton (5,922,793 shares); and (c) Louis J. Appell residuary trust for the benefit of George N. Appell and his descendants (4,993,600 shares). Addresses for each trust are 140 East Market Street, York, PA 17401.
(3)	Held of record by State Street Bank and Trust Co., as trustee of the Susquehanna Pfaltzgraff Co. Employee Stock Ownership Plan. Address is P.O. Box 1521, Boston, MA 02104-9818.
(4)	Except in limited circumstances, the ESOP trustee votes all allocated ESOP shares held in trust. Therefore, voting power reflects the voting of all allocated trust shares.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Related Party Transactions

     Susquehanna Pfaltzgraff, our parent company, provides us with management services, executive office space and services of the legal department. Under an agreement between Susquehanna Pfaltzgraff and us, we paid a management fee for such services in 2002 and 2001 in the amount of $6.3 million and $5.7 million, respectively. Susquehanna Pfaltzgraff also provides us, at cost, accounting and tax services, human resources services, treasury services and administrative services. For such services in 2002 and 2001, we paid Susquehanna Pfaltzgraff an aggregate of $2.9 million and $3.0 million, respectively. Expenses are allocated based on the Susquehanna Pfaltzgraff’s best estimates of proportional or incremental cost, whichever is deemed more representative of cost on a stand-alone basis.

     An indirect subsidiary of ours leases vehicles and equipment from Queen Street Leasing until December 2002 when it purchased the vehicles and equipment for $0.4 million. Radio leased a studio property from G-III Partners until December 2002, when Radio purchased the building for $1.4 million based on an independent appraisal. We paid Queen Street Leasing and G-III Partners approximately $133,000 and $178,000, respectively, in 2002 under such leases. Queen Street Leasing and G-III Partners were limited partnerships owned directly and indirectly by Susquehanna Pfaltzgraff and certain members of the Appell families. In December 2002, both limited partnerships ceased operations and were subsequently dissolved.

     We purchased approximately 34,000 square feet of office space in a building constructed by a related company, at a total cost of approximately $5.0 million in February 2003. Existing credit facilities were used to fund the purchase.

     We and certain of our subsidiaries have entered into a Tax Sharing Agreement with Susquehanna Pfaltzgraff, The Pfaltzgraff Co. and certain subsidiaries of The Pfaltzgraff Co. for the payment of federal income taxes on a consolidated basis. The Tax Sharing Agreement establishes a method for the computation, collection and payment of taxes by Susquehanna Pfaltzgraff and the contribution to such payment by us and The Pfaltzgraff Co.

     Upon completion of the 1999 offering of senior subordinated notes, we loaned $116.9 million to Susquehanna Pfaltzgraff, which it then loaned to its newly formed employee stock ownership plan. The employee stock ownership plan used the proceeds of the loan to purchase approximately $116.9 million of Susquehanna Pfaltzgraff Co.’s common stock from trusts for the benefit of Mr. Appell, his siblings and certain members of their families. On July 18, 2001, we loaned $14.6 million to Susquehanna Pfaltzgraff, which it then loaned to its employee stock ownership plan. The employee stock ownership plan used the proceeds of the loan to purchase a similar amount of Susquehanna Pfaltzgraff stock from members of the Appell families. Our employees participate in the employee stock ownership plan. The loans to Susquehanna Pfaltzgraff Co. mature on December 30, 2018 and bear interest at a per annum rate of 6.0% on the original loan and 6.5% on the 2001 loan. We expect the loan to be repaid in annual installments of principal and interest. Related interest income was $7.2 million and $6.9 million in 2002 and 2001, respectively.

     We have 70,499.23 shares of voting preferred stock, $100 par value per share outstanding. The holders of the preferred stock are entitled to a cumulative annual dividend of 7.0%. The total amount of dividends paid on the preferred stock in 2002 was $0.5 million. The preferred stock is held by certain members of Mr. Appell’s family, trusts of which such persons are trustees or beneficiaries and Peter P. Brubaker. The holders of the preferred stock have no right to require us to redeem their preferred stock.

     Each of these transactions was on terms and conditions no less favorable to us than we would be able to obtain from unaffiliated third parties.

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The Comcast Agreement

     Pursuant to an agreement among Lenfest Communications, Inc. (Lenfest), Susquehanna Cable and certain of its subsidiaries (as amended, the “Agreement”), Lenfest held minority ownership interests equal to 14.9% of Susquehanna Cable and 17.75% of each of its principal operating subsidiaries. Lenfest’s ownership interests were acquired in exchange for capital contributions of $11.0 million in cash in May 1993 and cable television systems in December 1993 valued at $14.0 million. The cable systems are located in Red Lion and Mount Wolf, Pennsylvania and are now part of the York system. In January 2000, Comcast Corporation acquired Lenfest Communications, Inc. and consequently, Lenfest’s interest in Susquehanna Cable and certain of its subsidiaries. Comcast has succeeded to the Agreement’s rights and obligations.

     The Agreement provides for a right of first refusal whereby neither Comcast nor Susquehanna Cable may sell its ownership interests without offering them first to the other party. In addition, Susquehanna Cable may not sell any cable television systems without offering them first to Comcast. If Susquehanna Cable decides to sell the assets of a cable system and Comcast does not exercise its right of first refusal, Susquehanna Cable must offer to repurchase Comcast’s shares in the subsidiary that is selling assets.

     The Agreement contains a buy-sell provision granting us, Susquehanna Cable or Comcast the right to make an offer to purchase the other party’s ownership interests in Susquehanna Cable and its subsidiaries. If such an offer is made and rejected, the party to whom the offer was made is then obligated to purchase the offering party’s ownership interests in Susquehanna Cable and its subsidiaries on the same terms and conditions. If we purchase Comcast’s interests pursuant to the buy-sell agreement, Comcast is entitled to receive a fee equal to 3.0% of the original $25.0 million investment compounded annually. This fee is not payable if Comcast buys Susquehanna Cable’s interests.

     The Agreement grants Comcast the right to resell to us (the “Put Right”) all of its ownership interests in Susquehanna Cable and its subsidiaries for a three-year period beginning 18 months after the closing on the new senior credit facility. Accordingly, the Put Right will expire on November 12, 2003. The Put Right may not be exercised during any period when a default exists under our new senior credit facility or if consummation of the Put Right would create a default under our new senior credit facility or under the senior subordinated notes. The value of Comcast’s ownership interests in Susquehanna Cable and its subsidiaries upon exercise of the Put Right would be the average of the values determined by two independent appraisers with expertise in the cable industry. In exchange for its ownership interests upon exercise of the Put Right, Comcast would receive cash up to the amount of borrowing availability under our new senior credit facility and would receive a note for the balance, so long as the issuance of such note would comply with the terms of the new senior credit facility and the covenant described above. Upon Comcast’s exercise of the Put Right, we would have the right, in our sole discretion and in lieu of acquiring Comcast’s ownership interests, to sell Susquehanna Cable and its subsidiaries to a third party and Comcast would receive a pro rata share of the proceeds of such sale.

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DESCRIPTION OF OTHER INDEBTEDNESS

Senior Credit Facility

     We have a senior credit facility comprised of a $230 million reducing revolving credit facility (the “Revolver”), a $100 million amortizing term loan A (“Term Loan A”), and a $100 million amortizing term loan B (“Term Loan B”). The senior credit facility also provides for our access to an additional term loan C (“Term Loan C”) in the event of any prepayment of the Revolver, Term Loan A or Term Loan B so long as there is no default under the facility and total outstanding indebtedness under the facility does not exceed $450 million. The senior credit facility is secured by substantially all of our assets (excluding real property) and by all of the voting common stock of us and our direct and indirect subsidiaries. Such subsidiaries also guaranteed the senior credit facility.

     Interest on the Revolver and Term Loan A is payable at rates per annum equal to, at our option: (1) a base rate (the “Base Rate”) equal to the higher of (a) the prime rate or (b) 0.50% plus the overnight federal funds rate, plus 0% to 1.25% depending on our leverage ratio or (2) the London Interbank Offered Rate (“LIBOR”) plus 0.875% to 2.50% depending on the leverage ratio. Interest on Term Loan B is payable at a rate per annum equal to LIBOR plus 2.50% to 2.75% depending on our leverage ratio, or the Base Rate plus 1.25% to 1.50% depending on the leverage ratio. We may also access our senior credit facility through letters of credit. We pay certain customary fees in connection with maintenance of the senior credit facility. As of December 31, 2002, the outstanding balance of the Revolver was $179.7 million.

     The Revolver and Term Loan A amortize quarterly at variable rates beginning in 2002 until maturity on June 30, 2007 as follows:

Calendar Year		Annual Reduction		% Amortization
	2002	$	28,000,000		8	%
	2003		56,000,000		16	%
	2004		70,000,000		20	%
	2005		70,000,000		20	%
	2006		84,000,000		24	%
	2007		42,000,000		12	%
		$	350,000,000		100	%

     Term Loan B amortizes 0.25% per quarter beginning June 30, 2002 until June 30, 2007, with the remaining balance of $94.8 million then amortizing in equal quarterly installments until maturity on June 30, 2008.

     The terms of Term Loan C are subject to negotiation at the time we request such additional loan. The maturity date, however, may not be earlier than that of Term Loan A or Term Loan B, and the amortization, if any, may not have a weighted average life to maturity earlier than that of Term Loan A or Term Loan B.

     Base Rate loans under the senior credit facility may be prepaid at any time without a premium or penalty. LIBOR loans may be prepaid prior to the end of the applicable interest period upon our reimbursement of breakage costs.

     Our senior credit facility restricts our ability to:

• incur additional indebtedness;

• make investments;

• incur liens;

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• acquire new lines of business, whether related or unrelated;

• make payments to stockholders in the form of dividends, loans, advances or redemptions of stock other than payments not to exceed a basket of $25 million plus 5% of EBITDA (as defined) beginning January 1, 2003);

• issue capital stock;

• consolidate, merge or sell all or any substantial part of our assets;

• change our business; and

• pay management fees to Susquehanna Pfaltzgraff.

     We are also required to comply with certain financial tests and maintain certain financial ratios. These financial tests and ratios include requirements to maintain:

     •     a maximum Consolidated Total Leverage Ratio;

     •     a maximum Consolidated Senior Leverage Ratio;

     •     a minimum Interest Coverage Ratio;

     •     a minimum Debt Service Coverage Ratio; and

     •     a minimum Fixed Charge Coverage Ratio (in each case as defined in our senior credit facility).

     As of the date of this prospectus, we are in compliance with the covenants of our senior credit facility. For additional detail on our senior credit facility and its covenants, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.”

     Our senior credit facility includes a provision under which our lenders could refuse to advance funds in the event of a material adverse change in our financial condition. Any limitation on our access to funds under our senior credit facility would likely have a material adverse impact on our operations generally and our results of operations. Our senior credit facility also includes customary events of default. An event of default under the senior credit facility permits the lenders to accelerate (or, in certain events, triggers an automatic acceleration of) the maturity of the indebtedness under the senior credit facility, may result in cross defaults under our other debt, including the notes, and may restrict our ability to meet our obligations under the notes. A default on the notes constitutes an event of default under the senior credit facility.

     8-1/2% Senior Subordinated Notes Due 2009

     We have outstanding $150.0 million in aggregate principal amount of 8-1/2% senior subordinated notes due 2009. Our existing 8-1/2% senior subordinated notes restrict our ability to:

• incur additional debt;

• pay dividends and make distributions;

• repurchase securities;

• make certain investments;

• incur liens;

• transfer or sell assets;

• enter into transactions with insiders or related parties;

• issue or sell stock of subsidiaries;

• change our business; and

• merge or consolidate.

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     The events of default under our existing 8-1/2% senior subordinated notes are the same as the events of default under the exchange notes offered hereby. The issuance of the outstanding notes is permitted under, and does not conflict with any of, the terms of the existing notes or the related indenture.

Non-GAAP Financial Covenants In Our Indebtedness

     The indentures that governs both series of our senior subordinated notes contain certain covenants in which compliance is measured by a financial measure called “Consolidated EBITDA.” Additionally, our senior credit facility contains certain covenants in which compliance is measured by computations substantially similar to those used in determining Consolidated EBITDA. Consolidated EBITDA is defined as net income before income taxes, minority interest, interest expense, net of interest income, depreciation and amortization, employee stock ownership plan expense, non-cash credits and charges, extraordinary, nonrecurring or unusual items, and any gain or loss on the disposition of assets. See “Description of Exchange Notes—Certain Definitions” for additional information regarding the definition of Consolidated EBITDA.

     Although Consolidated EBITDA is not a measure of performance calculated in accordance with generally accepted accounting principles, we believe that Consolidated EBITDA is a meaningful measure of performance because it is commonly used in the radio and cable television industries to analyze and compare radio and cable television companies on the basis of operating performance, leverage and liquidity. In addition, as noted above, both our senior credit facility and the indentures that governs both series of our senior subordinated notes contain certain covenants in which compliance is measured by Consolidated EBITDA or computations substantially similar to those used in determining Consolidated EBITDA. Furthermore, management expects that Consolidated EBITDA will be used to satisfy working capital, debt service and capital expenditure requirements and other commitments and contingencies.

     Consolidated EBITDA should not be considered in isolation or as a substitute for or an alternative to net income, cash flow from operating activities or other income or cash flow data prepared in accordance with GAAP. Consolidated EBITDA should not be considered as alternative measure of a company’s operating performance or liquidity. Consolidated EBITDA as presented may not be comparable to EBITDA or other similarly titled measures that may be used by other companies.

     The following table reconciles net income to Consolidated EBITDA for the periods presented:

			Year Ended December 31,
			2002		2001			2000			1999			1998
			Dollars in thousands
Net income (loss)			$	11,162	$	(17,203	)	$	4,314		$	18,258		$	13,332
Add:
	Income taxes			17,904		6,416			16,762			15,114			14,143
	Minority interests			3,758		1,694			3,839			3,376			4,304
	Interest expense, net of interest income			22,038		30,992			30,827			24,097			20,506
	Depreciation and amortization			29,470		41,839			36,239			30,071			21,581
	ESOP expense			9,106		9,082			8,259			6,370			—
	Non-cash credits and charges:
		Pension curtailment gain		—		—			—			(2,299	)		—
		Goodwill impairment loss		5,000		—			—			—			—
		Asset impairments		—		1,500			1,100			—			—
		Radio employee stock plan		17,065		22,305			19,748			916			—
		Equity (income) loss from investments		1,203		1,135			(342	)		(652	)		534
		Debt retirement costs		—		—			—			5,481			—
		Losses (gains) on sale of operating assets		77		—			—			—			(3,032	)
Consolidated EBITDA			$	116,783	$	97,760		$	120,746		$	100,732		$	71,368

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DESCRIPTION OF THE EXCHANGE NOTES

     The outstanding notes were, and the exchange notes will be issued under an indenture (the “Indenture”) dated April 23, 2003, between us and J.P. Morgan Trust Company, National Association, as trustee (the “Trustee”). The terms of the exchange notes include those stated in the Indenture and those made a part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the “TIA”).

     The exchange notes will be issued solely in exchange for an equal principal amount of outstanding notes pursuant to the exchange offer. The form and terms of the exchange notes will be identical in all material respects to the form and terms of the outstanding notes except that (i) the exchange notes will have been registered under the Securities Act and (ii) the registration rights and contingent liquidated damages provisions applicable to the outstanding notes are not applicable to the exchange notes.

     We summarize below the material provisions of the Indenture, but we do not restate the Indenture in its entirety. We urge you to read the Indenture because it, and not this description, defines your rights as a holder of the exchange notes. You can obtain a copy of the Indenture in the manner described under the section entitled “Where You Can Find More Information.”

     Key terms used in this section are defined under “Certain Definitions.” Unless the context otherwise requires, when we refer to “Notes” in this section, we mean the outstanding notes issued on April 23, 2003 and the exchange notes being offered hereby.

General

     The Notes are general unsecured senior subordinated obligations of Susquehanna Media. This means that the Notes are subordinate to Senior Indebtedness of Susquehanna Media and rank equal or prior to other Indebtedness of Susquehanna Media. In addition, the Notes are effectively subordinated to secured Indebtedness of Susquehanna Media to the extent of the assets securing such Indebtedness and to all Indebtedness of Susquehanna Media’s subsidiaries.

Principal, Maturity and Interest

     Susquehanna Media will issue up to $150 million aggregate principal amount of the exchange notes in denominations of $1,000 and integral multiples of $1,000. Under the Indenture, we may, from time to time, issue additional notes in unlimited amounts, subject to compliance with the limitations on indebtedness set forth in the Indenture. The Notes will mature on April 15, 2013.

     Interest on the Notes will accrue at the rate of 7-3/8% per annum and will be payable semi-annually in arrears on each April 15 and October 15, commencing on October 15, 2003. Payments will be made to the persons who are registered Holders at the close of business on April 1 and October 1, respectively, immediately preceding the applicable interest payment date. Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from and including the date of issuance. The Notes will not be entitled to the benefit of any mandatory sinking fund. The redemption of Notes with unpaid and accrued interest to the date of redemption will not affect the right of Holders of record on a record date to receive interest due on an interest payment date.

     Initially, the Trustee will act as Paying Agent and Registrar for the Notes. Susquehanna Media may change the Paying Agent and Registrar without notice to Holders. If a Holder has given wire transfer instructions to the Paying Agent, the Paying Agent will make all principal, premium, if any, and interest payments on those Notes in accordance with those instructions. All other payments on the Notes will be made at the office or agency of the Paying Agent and Registrar in New York City unless Susquehanna Media elects to cause the Paying Agent to make interest payments by check mailed to the registered Holders at their registered addresses.

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Optional Redemption

     Except as set forth in the following paragraphs, the Notes will not be redeemable at the option of Susquehanna Media prior to April 15, 2008. Beginning April 15, 2008, the Notes will be redeemable in cash, at Susquehanna Media’s option, in whole or in part, upon 20 to 60 days’ prior notice mailed to each Holder’s registered address, at the following redemption prices (expressed in percentages of principal amount), plus accrued and unpaid interest thereon to the redemption date, if redeemed during the 12-month period commencing on April 15 of the years set forth below:

Period	Redemption Price
2008		103.688	%
2009		102.458	%
2010		101.229	%
2011 and thereafter		100.000	%

     In addition, prior to April 15, 2006, Susquehanna Media, at its option, may redeem up to 35.0% of the original principal amount of the Notes with the Net Cash Proceeds of one or more Public Equity Offerings following which there is a Public Market, at a redemption price (expressed as a percentage of principal amount) of 107.375% of the aggregate principal amount so redeemed, plus accrued and unpaid interest thereon to the redemption date; provided, that:

     (1) after each such redemption at least 65.0% of the original principal amount of the Notes must remain outstanding; and

     (2) Susquehanna Media shall make each such redemption within 60 days of the date of closing of the related Public Equity Offering.

     In the case of any partial redemption, selection of the Notes for redemption will be made by the Trustee on a pro rata basis, although no Note of $1,000 in principal amount or less will be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption relating to such Note will state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note.

Ranking of the Notes

     The exchange notes and the outstanding notes will rank equally.

     The Indebtedness evidenced by the Notes will be senior subordinated, unsecured obligations of Susquehanna Media. The payment of principal, premium, if any, and interest on the Notes is subordinated in right of payment to the prior payment of all existing and future Senior Indebtedness. In addition, if and when any Guarantees are entered into, such Guarantees will be subordinated to all Senior Indebtedness of any such Guarantors.

     Only Indebtedness of Susquehanna Media that is Senior Indebtedness will rank senior to the Notes. The Notes will rank equal with Susquehanna Media’s 8-1/2% senior subordinated notes due 2009 and will rank equal with or be senior to all other Indebtedness of Susquehanna Media. Although the Indenture limits the aggregate amount of additional Indebtedness that Susquehanna Media may incur, the Indenture does not limit the amount of such Indebtedness that may be Senior Indebtedness.

     In the event of any distribution of the assets of Susquehanna Media upon a liquidation, dissolution or reorganization of Susquehanna Media, the holders of Senior Indebtedness will be entitled to receive payment in full of such Senior Indebtedness before the Noteholders are entitled to receive any payment. Until the Senior Indebtedness is paid, any payment to which Noteholders would be entitled but for the

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subordination provisions of the Indenture will be made to holders of such Senior Indebtedness. If a distribution is made to Noteholders that, due to the subordination provisions, should not have been made to them, such Noteholders are required to hold it in trust for the holders of Senior Indebtedness and pay it over to them.

     Notwithstanding anything herein to the contrary, Susquehanna Media may not pay principal, premium, if any, or interest on the Notes or make any deposit pursuant to the provisions described under “—Defeasance” below if any principal, interest, fees or other obligations in respect of Designated Senior Indebtedness is not paid when due, unless the default has been cured or waived. However, Susquehanna Media may pay the Notes without regard to the foregoing if Susquehanna Media and the Trustee receive written notice approving such payment from the representative of the Designated Senior Indebtedness. During the continuance of any default (other than a default described in the first sentence of this paragraph) with respect to any Designated Senior Indebtedness pursuant to which the maturity thereof may be accelerated immediately, Susquehanna Media may not pay the Notes for a period (a “Payment Blockage Period”) commencing upon the receipt by the Trustee (with a copy to Susquehanna Media) of written notice (a “Blockage Notice”) and ending 179 days thereafter (or earlier under certain circumstances described in the Indenture). The Blockage Notice must be sent by a representative of the holders of such Designated Senior Indebtedness and must specify that a default has occurred and that the representative is electing to effect a Payment Blockage Period. Subject to the first sentence of this paragraph, unless the holders of such Designated Senior Indebtedness or the representative of such holders have accelerated the maturity of such Designated Senior Indebtedness, Susquehanna Media may resume payments on the Notes after the end of such Payment Blockage Period. The Notes will not be subject to more than one Payment Blockage Period in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness during such period.

     If payment of the Notes is accelerated because of an Event of Default, Susquehanna Media will promptly notify the holders of Designated Senior Indebtedness or the representative of such holders of the acceleration.

     By reason of these subordination provisions, in the event of an insolvency, bankruptcy, reorganization, or liquidation of Susquehanna Media, or upon the occurrence of a Change of Control or an Asset Sale requiring repurchase by Susquehanna Media of any Notes, there may not be sufficient assets remaining to satisfy the claims of the Holders after satisfying the claims of creditors of Susquehanna Media who are holders of Senior Indebtedness and claims of creditors of Susquehanna Media’s subsidiaries. See “Risk Factors.” As of December 31, 2002, after giving effect to the application of the expected net proceeds from the offering, Susquehanna Media’s Senior Indebtedness was approximately $222.8 million. Although the Indenture contains limitations on the amount of additional Indebtedness that Susquehanna Media and its Restricted Subsidiaries may incur, under certain circumstances the amount of such Indebtedness could be substantial and, in any case, such Indebtedness may be Senior Indebtedness. See “—Certain Covenants—Limitation on Indebtedness.”

     The terms of the subordination provisions described above will not apply to money or the proceeds of U.S. government obligations held in trust by the Trustee for the payment of principal of and interest on the Notes pursuant to the provisions described under “—Defeasance.”

Change of Control

     Upon the occurrence of a Change of Control, each Holder will have the right to require that Susquehanna Media repurchase such Holder’s Notes at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest thereon to the purchase date. Any of the following events shall constitute a “Change in Control”:

(1) (A) the Permitted Holders cease to be the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, in the aggregate of at least 50.1% of the total voting power of the voting stock of Susquehanna Media or (B) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than one or more Permitted Holders,

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is or becomes the “beneficial owner” (except that for purposes of this clause (B) such person shall be deemed to have “beneficial ownership” of all shares that any such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 25% of the total voting power of the voting stock of Susquehanna Media (for purposes of this clause (1) the Permitted Holders shall be deemed to beneficially own any voting stock of a corporation held by any other corporation so long as the Permitted Holders beneficially own, directly or indirectly, in the aggregate at least 50.1% of the voting power of the voting stock of such other corporation);

(2) Susquehanna Media merges with or into another Person or sells or disposes of all or substantially all of its assets to any Person, or any Person merges with Susquehanna Media, in any such event pursuant to a transaction in which the outstanding voting stock of Susquehanna Media is converted into or exchanged for cash, securities or other property, other than any such transaction where (A) the outstanding voting stock of Susquehanna Media is converted into or exchanged for (i) voting stock (other than Disqualified Stock) of the surviving or transferee corporation and/or (ii) cash, securities or other property in an amount which could be paid by Susquehanna Media as a Restricted Payment under the Indenture and (B) immediately after such transaction no person or group (other than the Permitted Holders) is the beneficial owner of 25% or more of the voting power of the voting stock of the surviving or transferee corporation on a fully diluted basis;

(3) during any period of two consecutive years, individuals who at the beginning of such period constituted the board of directors of Susquehanna Media (together with any new directors whose election by such board of directors or whose nomination for election by the shareholders of Susquehanna Media was approved by a vote of 66-2/3% of the directors of Susquehanna Media at the time of such approval who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the board of directors then in office; or

(4) the liquidation or dissolution of Susquehanna Media.

     Within 30 days following any Change of Control, Susquehanna Media will mail a notice to each Holder with a copy to the Trustee stating:

(1) that a Change of Control has occurred and that such Holder has the right to require Susquehanna Media to purchase such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest to the date of purchase;

(2) the circumstances and relevant facts regarding such Change of Control;

(3) the repurchase date (which will be between 30 and 60 days from the date such notice is mailed); and

(4) the instructions that a Holder must follow in order to have its Notes purchased.

     Susquehanna Media will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes upon a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with Susquehanna Media’s obligation to repurchase the Notes upon a Change of Control, Susquehanna Media will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this covenant by virtue thereof.

     Subject to the limitations discussed below, Susquehanna Media could, in the future, enter into certain transactions that would not constitute a Change of Control under the Indenture, but that could increase the amount of Indebtedness outstanding at such time or otherwise affect Susquehanna Media’s capital structure

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or credit ratings. Restrictions on the ability of Susquehanna Media to incur additional Indebtedness are contained in the covenant described under “—Certain Covenants—Limitation on Indebtedness.” Such restrictions can be waived only with the consent of the Holders of a majority in principal amount of the Notes then outstanding. Except for the limitations contained in such covenants, however, the Indenture will not contain any covenants or provisions that may afford Holders protection in the event of a highly leveraged transaction.

     The Senior Credit Facility contains, and future Senior Indebtedness of Susquehanna Media may contain, prohibitions on the occurrence of certain events that would constitute a Change of Control or require such Senior Indebtedness to be repaid or repurchased upon a Change of Control. Moreover, the exercise by the Holders of their right to require Susquehanna Media to repurchase the Notes would cause a default under the Senior Credit Facility and could cause a default under such other Senior Indebtedness even if the Change of Control itself does not, due to the financial effect of such repurchase on Susquehanna Media. If an offer to purchase the Notes pursuant to a Change of Control is made, there can be no assurance that Susquehanna Media will have available funds sufficient to pay the Change of Control purchase price for all the Notes that might be delivered by Holders seeking to accept the offer to purchase the Notes pursuant to a Change of Control. In the event Susquehanna Media is required to purchase outstanding Notes pursuant to a Change of Control, Susquehanna Media expects that it would seek third-party financing to the extent it does not have available funds to meet its purchase obligations and any other obligations in respect of Senior Indebtedness. However, there can be no assurance that Susquehanna Media would be able to obtain such financing.

Certain Covenants

     The Indenture contains certain covenants including the following:

     Limitation on Indebtedness

     Susquehanna Media will not, and will not permit any Restricted Subsidiary to, incur any Indebtedness (including any Acquired Indebtedness) other than Permitted Indebtedness. Notwithstanding the foregoing, in addition to Permitted Indebtedness, Susquehanna Media may incur Indebtedness (including Acquired Indebtedness), and any Restricted Subsidiary may incur Acquired Indebtedness and guarantee Senior Credit Facility obligations, if, in either case:

(1) no Default or Event of Default exists on the date of the proposed incurrence of Indebtedness or would result as a consequence of such proposed incurrence; and

(2) immediately after giving effect to such incurrence of Indebtedness, the Consolidated Leverage Ratio of Susquehanna Media is less than 7.0 to 1.0.

     Limitation on Restricted Payments

     Susquehanna Media will not, and will not permit any Restricted Subsidiary to, make a Restricted Payment if at the time Susquehanna Media or such Restricted Subsidiary makes such Restricted Payment:

(1) a Default or Event of Default exists (or would result therefrom);

(2) Susquehanna Media or such Restricted Subsidiary is not able to incur, after giving effect to such Restricted Payment, an additional $1.00 of Indebtedness pursuant to clause (2) under “—Limitation on Indebtedness”; or

(3) the aggregate amount of such Restricted Payment and all other Restricted Payments since the Issue Date (other than Restricted Payments referred to in items (1) and (2) below) would exceed the sum of:

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     (A) 100% of Consolidated EBITDA, accrued on a cumulative basis during the period beginning on the first day of the fiscal quarter beginning immediately following the Issue Date to the end of the most recent fiscal quarter ending at least 45 days prior to the date of such Restricted Payment (or, in case such Consolidated EBITDA shall be a deficit, minus 100% of such deficit) less 1.4 times Consolidated Interest Expense for the same period; plus

     (B) the aggregate Net Cash Proceeds received by Susquehanna Media from issuances or sales of its capital stock (other than Disqualified Stock) subsequent to the Issue Date; plus

     (C) the amount by which Indebtedness of Susquehanna Media is reduced on Susquehanna Media’s balance sheet upon the conversion or exchange subsequent to the Issue Date of any Indebtedness of Susquehanna Media convertible or exchangeable for capital stock (other than Disqualified Stock) of Susquehanna Media; plus

     (D) an amount equal to the sum of (i) the net reduction in Investments in any Person resulting from dividends, repayments of loans or advances or other transfers of assets, in each case to Susquehanna Media or any Restricted Subsidiary from such Person, plus (ii) the portion (proportionate to Susquehanna Media’s equity interest in such subsidiary) of the fair market value of the net assets of an Unrestricted Subsidiary at the time such Unrestricted Subsidiary is designated a Restricted Subsidiary. Notwithstanding the foregoing, the foregoing sum will not exceed, in the case of any Unrestricted Subsidiary, the amount of Investments previously made (and treated as a Restricted Payment) by Susquehanna Media or any Restricted Subsidiary in such Unrestricted Subsidiary; plus

     (E) $5.0 million.

     The foregoing provisions will not prohibit:

(1) if no Default or Event of Default exists, any purchase or redemption of capital stock or Subordinated Obligations of Susquehanna Media made out of the proceeds of the concurrent sale of capital stock of Susquehanna Media (other than Disqualified Stock and other than capital stock issued or sold to a subsidiary of Susquehanna Media); provided, that

     (A) such purchase or redemption will be excluded in the calculation of the amount of Restricted Payments; and

     (B) the Net Cash Proceeds from such sale or capital contribution will be excluded from the calculation of amounts under clause (3)(B) above;

     (2) if no Default or Event of Default exists, any purchase or redemption of Subordinated Obligations made out of the proceeds of the concurrent sale of Indebtedness of Susquehanna Media which is permitted to be incurred under the “Limitation on Indebtedness” covenant; provided, however, that such purchase or redemption will be excluded in the calculation of the amount of Restricted Payments;

     (3) dividends paid within 60 days after the date of declaration thereof if at such date of declaration such dividend would have complied with this covenant; provided, however, that at the time of payment of such dividend, no other Default will exist (or result therefrom); provided further, that such dividend will be included in the calculation of the amount of Restricted Payments; and

     (4) if no other Default or Event of Default will exist or would result therefrom, any purchase of any fractional share of capital stock of Susquehanna Media resulting from:

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     (A) any dividend or other distribution on outstanding shares of capital stock that is payable in shares of such capital stock;

     (B) any combination of all of the outstanding shares of capital stock of Susquehanna Media;

     (C) any reorganization or consolidation of Susquehanna Media in any merger of Susquehanna Media with or into any other Person; or

     (D) the conversion of any securities of Susquehanna Media into shares of capital stock of Susquehanna Media;

provided, however, that such purchases of fractional shares will be included in the calculation of the amount of Restricted Payments.

Limitation on Restrictions on Distributions from Restricted Subsidiaries

     Susquehanna Media will not, and will not permit any Restricted Subsidiary to, create or permit to exist any restriction on the ability of any Restricted Subsidiary:

(1) to pay dividends or make any other distributions on its capital stock or pay any Indebtedness owed to Susquehanna Media;

(2) to make any loans to Susquehanna Media or to any Restricted Subsidiary; or

(3) to transfer any of its property or assets to Susquehanna Media or to any Restricted Subsidiary.

     Notwithstanding the foregoing, this covenant shall not prohibit any encumbrance or restriction existing under or by reason of:

(1) the Senior Credit Facility as in effect on the Issue Date and as the same may be amended, modified, restated, supplemented or refinanced from time to time; provided, however, that the restrictions contained in any such amendment, modification, restatement, supplement or other agreement are no less favorable in any material respect to the Noteholders than restrictions contained in the Senior Credit Facility on the Issue Date;

(2) any encumbrances or restrictions existing as of the Issue Date or pursuant to any agreement governing Indebtedness in existence on the Issue Date, in each case as in effect on the Issue Date;

(3) the Notes or the Indenture, or any Guarantee;

(4) any instrument governing Acquired Indebtedness;

(5) Refinancing Indebtedness incurred pursuant to an agreement referred to in clause (2) or (4); provided, however, that the restrictions contained in any such refinancing agreement are no less favorable to the Noteholders than restrictions contained in such agreements governing the Indebtedness being refinanced;

(6) customary nonassignment provisions in leases to the extent such provisions restrict the transfer of the lease or the property leased thereunder;

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(7) security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements or mortgages;

(8) restrictions with respect to a Restricted Subsidiary imposed pursuant to a binding agreement which has been entered into for the sale or disposition of capital stock or assets of such Restricted Subsidiary; provided, that such restrictions apply solely to the capital stock or assets of such Restricted Subsidiary;

(9) liens securing Indebtedness otherwise permitted to be incurred pursuant to the provisions of the covenant described in “Limitation on Liens” that limit the right of Susquehanna Media or any of its Restricted Subsidiaries to dispose of the assets subject to such lien; and

(10) applicable law.

     Limitation on Liens

     Other than Permitted Liens, Susquehanna Media will not, and will not permit any Restricted Subsidiary to, create any lien on any property or asset of Susquehanna Media or of any Restricted Subsidiary or assign or convey any right to receive any income or profits therefrom, or file or permit the filing of any financing statement or other similar notice of any lien with respect to any such property or asset under the Uniform Commercial Code of any State or under any similar statute unless:

(1) in the case of liens securing Indebtedness that is expressly junior in right of payment to the Notes, the Notes are secured by a lien on such property or assets that is senior to such liens; and

(2) in all other cases, the Notes are equally and ratably secured.

Limitation on Sales of Assets and Subsidiary Stock

     Susquehanna Media will not, and will not permit any Restricted Subsidiary to, consummate any Asset Sale unless:

(1) Susquehanna Media or such Restricted Subsidiary receives consideration at least equal to the fair market value of the shares and assets subject to such Asset Sale (which fair market value will be determined in good faith by the board of directors of Susquehanna Media for any transaction involving in excess of $1.0 million);

(2) at least 75% of the consideration received by Susquehanna Media or such Restricted Subsidiary is in the form of (A) cash and is received at the time of such sale or (B) (1) long-term assets to be used by Susquehanna Media or any Restricted Subsidiary in a Permitted Business or (2) capital stock of a Restricted Subsidiary or a Person engaged primarily in a Permitted Business that will become, upon such purchase, a Restricted Subsidiary (collectively, “Replacements Assets”); and

(3) 100% of the Net Available Cash from such Asset Sale is applied by Susquehanna Media or such Restricted Subsidiary:

     (A) first, to the extent Susquehanna Media elects (or is required by the terms of the Senior Credit Facility) to repay borrowings under the Senior Credit Facility; provided, that there is a permanent reduction in the availability under the Senior Credit Facility in an amount equal to such repayment and such repayment is made within 365 days from the date of such Asset Sale; and

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     (B) second, to the extent Susquehanna Media elects, and within 365 days from the date of such Asset Sale, to purchase, construct or improve Replacement Assets.

     Any Net Available Cash not applied within 365 days after the consummation of an Asset Sale as provided above will be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $5.0 million, Susquehanna Media will be obligated to make offers to purchase the Notes in an amount equal to the amount of Excess Proceeds (and not just the amount thereof that exceeds $5.0 million) at a purchase price equal to 100% of the principal amount thereof plus accrued and unpaid interest thereon to the purchase date in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes tendered pursuant to an offer to purchase made pursuant to this paragraph and other pari passu Indebtedness tendered pursuant to any other offer to purchase that Susquehanna Media is required to extend in connection with a sale of assets is less than the amount of Excess Proceeds, Susquehanna Media may use such deficiency for general corporate purposes. If the aggregate principal amount of Notes surrendered by Holders and instruments tendered by holders of other pari passu Indebtedness to whom Susquehanna Media is required to extend an offer to purchase is greater than the amount of Excess Proceeds, the Trustee will select the Notes and such other instruments of other pari passu Indebtedness to be purchased on a pro rata basis.

     In the event of the transfer of substantially all (but not all) of the assets of Susquehanna Media and its Subsidiaries to a Person in a transaction permitted under the caption “Certain Covenants—Merger and Consolidation” below, the successor corporation will be deemed to have sold the assets of Susquehanna Media and its Subsidiaries not so transferred for purposes of this covenant, and will comply with the provisions of this covenant with respect to such deemed sale as if it were an Asset Sale. In addition, the fair market value of such assets of Susquehanna Media or its Subsidiaries deemed to be sold will be deemed to be Net Available Cash for purposes of this covenant.

     If any non-cash consideration received by Susquehanna Media or any subsidiary in connection with any Asset Sale is disposed of for cash, then such disposition will be deemed to constitute an Asset Sale hereunder and the Net Available Cash thereof will be applied in accordance with this covenant.

     Susquehanna Media will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this covenant. To the extent that the provisions of any securities laws or regulations conflict with provisions of this covenant, Susquehanna Media will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this clause by virtue thereof.

Limitation on Affiliate Transactions

     Except for Excluded Transactions, Susquehanna Media will not, and will not permit any Restricted Subsidiary to, enter into any transaction with any affiliate of Susquehanna Media unless the terms thereof:

(1) are no less favorable to Susquehanna Media or such Restricted Subsidiary than those that could be obtained from a non-affiliate;

(2) if such affiliate transaction is in excess of $1.0 million;

     (A) are set forth in writing; and

     (B) have been approved by a majority of the disinterested members of the board of directors of Susquehanna Media; and

(3) if such affiliate transaction is in excess of $5.0 million, has been determined by a nationally recognized investment banking or accounting firm to be fair to Susquehanna Media and its Restricted Subsidiaries.

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This covenant will not prohibit or apply to:

(1) any Restricted Payment permitted to be paid pursuant to the covenant described under “—Limitation on Restricted Payments” so long as any payment to a Permitted Holder is made ratably to all stockholders of the applicable class of capital stock;

(2) any issuance of securities or payments of cash pursuant to employee benefit plans or arrangements approved by the board of directors of Susquehanna Media;

(3) the grant of stock options or similar rights to employees and directors of Susquehanna Media pursuant to plans in existence on the Issue Date and plans approved by the board of directors of Susquehanna Media;

(4) loans or advances to employees in the ordinary course of business;

(5) the payment of reasonable fees to directors of Susquehanna Media and its Restricted Subsidiaries who are not employees of Susquehanna Media or its Restricted Subsidiaries; and

(6) any affiliate transaction (A) between Susquehanna Media and a Restricted Subsidiary or (B) between Restricted Subsidiaries.

     Limitation on the Sale or Issuance of Capital Stock of Restricted Subsidiaries

     Susquehanna Media will not sell any shares of capital stock of a Restricted Subsidiary, and will not permit any Restricted Subsidiary to issue or sell any shares of its capital stock except to Susquehanna Media or a wholly-owned Restricted Subsidiary; provided, however, that this covenant will not prohibit (1) the sale of all of the shares of the capital stock owned at the time of such sale by Susquehanna Media or a Restricted Subsidiary of any other Restricted Subsidiary effected in accordance with the covenants described under “Limitation on Sales of Assets and Subsidiary Stock” and “—Merger and Consolidation,” (2) the issuance of shares of capital stock of a Restricted Subsidiary pursuant to employee benefit plans or arrangements approved by the board of directors of Susquehanna Media or the applicable Restricted Subsidiary, (3) the sale, pursuant to an underwritten registered public offering, of shares of capital stock of a Restricted Subsidiary effected in accordance with the covenant described in “Limitation on Sales of Assets and Subsidiary Stock” or (4) the issuance of capital stock to Susquehanna Media or a Restricted Subsidiary in an Investment described by clause (1) in the definition of “Permitted Investment.”

     Merger and Consolidation

     Susquehanna Media will not, in a single transaction or series of related transactions, consolidate or merge with any Person, or sell or dispose of (or permit any Restricted Subsidiary to sell or dispose of) all or substantially all of the combined assets of Susquehanna Media and its Restricted Subsidiaries to any Person, unless:

(1) Susquehanna Media, in the case of a transaction involving Susquehanna Media, or such Restricted Subsidiary in the case of a transaction involving a Restricted Subsidiary, will be the surviving or transferee Person or the surviving or transferee Person (in either case, the “Successor Company”) will be a U.S. Person and the Successor Company (if not Susquehanna Media or such Restricted Subsidiary) will expressly assume, by an indenture supplemental thereto, all the obligations of Susquehanna Media under the Notes and the Indenture, or the obligation of such Restricted Subsidiary under its Guarantee (if any shall then exist), as the case may be;

(2) immediately after giving effect to such transaction, no Default will exist;

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(3) immediately after giving effect to such transaction, Susquehanna Media, if the transaction involves a Restricted Subsidiary, or the Successor Company would be able to incur an additional $1.00 of Indebtedness pursuant to clause (2) under “—Limitation on Indebtedness;”

(4) in the case of a transaction involving Susquehanna Media, immediately after giving effect to such transaction, the Successor Company will have Consolidated Net Worth in an amount that is not less than the Consolidated Net Worth of Susquehanna Media prior to such transaction;

(5) if, as a result of any transaction, property or assets of Susquehanna Media or a Restricted Subsidiary would become subject to a lien securing Indebtedness not excepted from the provisions of the Indenture described above under the caption “—Limitation on Liens,” Susquehanna Media, any such Restricted Subsidiary or the Successor Company, as the case may be, will have secured the Notes (and, if applicable, the relevant Guarantees) as required by such provisions; and

(6) Susquehanna Media will have delivered to the Trustee an officers’ certificate and an opinion of counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with the Indenture.

     The Successor Company will be the successor to Susquehanna Media or such Restricted Subsidiary, as the case may be, and will succeed to, and may exercise every right and power of Susquehanna Media or such Restricted Subsidiary under, the Indenture, but the predecessor Company or Restricted Subsidiary in the case of a conveyance, transfer or lease will not be released from the obligation to pay the principal of and interest on the Notes.

     Limitation on Layered Indebtedness

     Other than in connection with the Senior Credit Facility or the purchase or redemption of minority equity interests in any Restricted Subsidiary from non-affiliates of Susquehanna Media, Susquehanna Media will not, and, if at any time Restricted Subsidiaries become Guarantors, will not permit any Guarantor to, incur any Indebtedness that is subordinate in right of payment to any other Indebtedness, unless such Indebtedness is subordinate in right of payment to, or ranks equal with, the Notes or, in the case of Restricted Subsidiaries that are Guarantors, such Indebtedness is subordinate in right of payment to, or ranks equal with, the Guarantees of such Guarantors.

     The Guarantors will not guarantee any Indebtedness of Susquehanna Media that is subordinate in right of payment to any other Indebtedness of Susquehanna Media unless such guarantee is subordinate in right of payment to, or ranks equal with, the Guarantees of such Guarantors.

     Guarantees of Certain Indebtedness

     Susquehanna Media will not permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee or otherwise become liable for, or incur any lien securing, the payment of any Indebtedness of Susquehanna Media (other than obligations under the Senior Credit Facility from time to time or other Indebtedness not to exceed $2,000,000 in aggregate at any one time outstanding as to all of the Restricted Subsidiaries) unless such Restricted Subsidiary, Susquehanna Media, and the Trustee execute and deliver a supplemental indenture pursuant to which such Restricted Subsidiary becomes a Guarantor of the Notes and which evidences such Restricted Subsidiary’s Guarantee of the Notes. Such Guarantee shall be a senior subordinated unsecured obligation of such Restricted Subsidiary. Neither Susquehanna Media nor any such Guarantor shall be required to make a notation on the Notes or its Guarantee to reflect any such subsequent Guarantee. Nothing in this covenant shall be construed to permit any Restricted Subsidiary of Susquehanna Media to incur Indebtedness otherwise prohibited by the “Limitation on Indebtedness” covenant.

     The Indebtedness evidenced by any Guarantee (including the payment of principal of, premium, if any, and interest on the Notes) will be subordinated to Senior Indebtedness of such Guarantor on terms analogous to those applicable to the Notes. See “Ranking of the Notes.”

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     The obligations of each Guarantor under its Guarantee will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, without limitation, any guarantees under the Senior Credit Facility) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under the Indenture, result in the obligations of the Guarantor under the Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law.

     Any Guarantor may consolidate with or merge into or sell its assets to Susquehanna Media or to another Guarantor without limitation. Any Guarantor may consolidate with or merge into or sell all or substantially all its assets to a corporation, partnership, or trust other than Susquehanna Media or another Guarantor (whether or not affiliated with the Guarantor). Upon the sale or disposition of a Guarantor (or of all or substantially all of its assets) to a Person (whether or not an affiliate of such Guarantor) that is not a Restricted Subsidiary of Susquehanna Media, which is otherwise in compliance with the Indenture, such Guarantor shall be deemed released from all its obligations under the Indenture and its Guarantee and such Guarantee shall terminate; provided that any such termination shall occur only to the extent that all obligations of such Guarantor under the Senior Credit Facility, as applicable, and all of its guarantees of, and under all of its pledges of assets or other security interests which secure, Indebtedness of Susquehanna Media shall also terminate upon such release, sale, or transfer; provided, further, that the consideration received by Susquehanna Media in connection with such sale or other disposition shall be applied in accordance with the Indenture.

     Conduct of Business

     Susquehanna Media and its Restricted Subsidiaries will not engage in any business other than a Permitted Business.

     Commission Reports

     Notwithstanding that Susquehanna Media may not be subject to the reporting requirements of the Exchange Act, Susquehanna Media will file with the Commission and provide the Trustee and Noteholders with such annual reports and such information, documents and other reports as are specified in Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. corporation subject to such Sections. In addition, Susquehanna Media will make available to any holder and any prospective purchaser of Notes the information required pursuant to Rule 144A(d)(4) under the Securities Act during any period in which Susquehanna Media is not subject to Section 13 or 15(d) of the Exchange Act.

     Defaults

     An Event of Default is defined in the Indenture as:

(1) a default in the payment of interest on the Notes when due, continued for 30 days;

(2) a default in the payment of principal of any Note when due at its stated maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise;

(3) the failure by Susquehanna Media to comply with its obligations under “—Change of Control,” and under “—Certain Covenants” under “—Merger and Consolidation,” “—Limitation on Sales of Assets and Subsidiary Stock,” “—Limitation on Indebtedness,” or “—Limitation on Restricted Payments” above;

(4) the failure by Susquehanna Media to comply with its other agreements contained in the Indenture within 45 days after receipt by Susquehanna Media of notice of such default from the Trustee or the Holders of 25% in principal amount of the outstanding Notes;

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(5) Indebtedness of Susquehanna Media or any subsidiary is not paid within any applicable grace period after final maturity or is accelerated by the holders thereof because of a default and the total amount of such Indebtedness unpaid or accelerated exceeds $5.0 million (the “cross acceleration provision”);

(6) certain events of bankruptcy, insolvency or reorganization of Susquehanna Media or a subsidiary (the “bankruptcy provisions”);

(7) any judgment or decree for the payment of money in excess of $5.0 million (to the extent not covered by third-party insurance as to which a financially sound insurer has not disclaimed coverage) is rendered against Susquehanna Media or a subsidiary, remains outstanding for a period of 60 days following the date such judgment becomes final and non-appealable (the “judgment default provision”); or

(8) at any time that a Guarantee is required to be in effect under the Indenture, the Guarantee of any Guarantor ceases to be in full force and effect or any Guarantor denies or disaffirms its obligations under its Guarantee.

     If an Event of Default occurs and is continuing (other than an Event of Default described in clause (6) with respect to Susquehanna Media), the Trustee or the Holders of at least 25% in principal amount of the outstanding Notes may declare the principal of and accrued but unpaid interest on all the Notes to be due. Upon such a declaration, such principal and interest will be due immediately. If an Event of Default described in clause (6) occurs and is continuing with respect to Susquehanna Media, the principal of and interest on all the Notes will become immediately due without any declaration or other act on the part of the Trustee or any Holders of the Notes. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Notes may rescind any such acceleration with respect to the Notes and its consequences.

     Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders of the Notes unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium, if any, or interest when due, no Holder of a Note may pursue any remedy with respect to the Indenture or the Notes unless:

(1) such Holder has previously given the Trustee notice that an Event of Default is continuing;

(2) Holders of at least 25% in principal amount of the outstanding Notes have requested the Trustee to pursue the remedy;

(3) such Holders have offered the Trustee reasonable security or indemnity against any loss, liability or expense;

(4) the Trustee has not complied with such request within 60 days after the receipt thereof and the offer of security or indemnity; and

(5) the Holders of a majority in principal amount of the outstanding Notes have not given the Trustee a direction inconsistent with such request within such 60-day period.

     Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Notes are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is

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unduly prejudicial to the rights of any other Holder of a Note or that would involve the Trustee in personal liability.

     The Indenture provides that if a Default exists and is known to the Trustee, the Trustee must mail to each Holder of the Notes notice of the Default within 90 days after it occurs. Except in the case of a Default in the payment of principal of or interest on any Note, the Trustee may withhold notice so long as a committee of its trust officers determines that withholding notice is not opposed to the interest of the Holders of the Notes. In addition, Susquehanna Media is required to deliver to the Trustee, within 120 days after the end of each fiscal year, a certificate indicating whether the signers thereof know of any Default that occurred during the previous year. Susquehanna Media also is required to deliver to the Trustee, within 30 days after the occurrence thereof, written notice of any event which would constitute certain Defaults, their status and what action Susquehanna Media is taking or proposes to take in respect thereof.

Amendment and Waivers

     Subject to certain exceptions, the Indenture may be amended with the consent of the Holders of a majority in principal amount of the Notes then outstanding and any past default or compliance with any provisions may also be waived with the consent of the Holders of a majority in principal amount of the Notes then outstanding. However, without the consent of each Holder of an outstanding Note affected thereby, no amendment may:

(1) reduce the amount of Notes whose Holders must consent to an amendment;

(2) reduce the rate of or extend the time for payment of interest on any Note;

(3) reduce the principal of or extend the stated maturity of any Note;

(4) reduce the premium, if any, payable upon the redemption of any Note or change the time at which any Note may be redeemed as described under “—Optional Redemptions”;

(5) make any Note payable in money other than that stated in the Note;

(6) impair the right of any Holder of the Notes to receive payment of principal and interest on such Holder’s Notes after the due dates therefor or to institute suit for the enforcement of any payment on such Holder’s Notes;

(7) make any change in the amendment provisions which require each Holder’s consent or in the waiver provisions;

(8) make any change to the subordination provisions of the Indenture that would adversely affect the Noteholders; or

(9) make any change in the Guarantees (if any should then exist) that would adversely affect the Noteholders.

     Without the consent of any Holder of the Notes, Susquehanna Media and the Trustee may amend the Indenture to cure any ambiguity, omission, defect or inconsistency, to provide for the assumption by a successor corporation of the obligations of Susquehanna Media under the Indenture, to add Guarantees with respect to the Notes, to secure the Notes, to add to the covenants of Susquehanna Media for the benefit of the Holders of the Notes or to surrender any right or power conferred upon Susquehanna Media, to make any change that does not adversely affect the rights of any Holder of the Notes or to comply with any requirement of the Commission in connection with the qualification of the Indenture under the TIA. However, no amendment may be made to the subordination provisions of the Indenture that adversely affects the rights of any holder of Senior Indebtedness of Susquehanna Media or a Guarantor then outstanding unless the holders of such Senior Indebtedness (or their representative) consent to such change.

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     The consent of the Holders of the Notes is not necessary under the Indenture to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment.

     After an amendment under the Indenture becomes effective, Susquehanna Media is required to mail to Holders of the Notes a notice briefly describing such amendment. However, the failure to give such notice to all Holders of the Notes, or any defect therein, will not impair or affect the validity of the amendment.

Defeasance

     Susquehanna Media at any time may terminate all its obligations under the Notes and the Indenture (“legal defeasance”), except for certain obligations, including those respecting the defeasance trust and obligations to register the transfer or exchange of the Notes, to replace mutilated, destroyed, lost or stolen Notes and to maintain a registrar and paying agent in respect of the Notes. Susquehanna Media at any time may terminate its obligations under “Change of Control” and under the covenants described under “—Certain Covenants” (other than the covenant described under “—Merger and Consolidation”), the operation of the cross acceleration provision, the bankruptcy provisions with respect to subsidiaries and the judgment default provision described under “—Defaults” above and the limitations contained in clauses (3) and (4) under “—Certain Covenants—Merger and Consolidation” (and clause (3) of the first paragraph under “—Defaults” as it relates to clauses (3) and (4) under “—Certain Covenants—Merger and Consolidation”) above (“covenant defeasance”).

     Susquehanna Media may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If Susquehanna Media exercises its legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect thereto. If Susquehanna Media exercises its covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in clause (3) (other than the breach of the covenant described under “—Certain Covenants—Merger and Consolidation”), (4), (5) or (8) under “—Defaults” above or because of the failure of Susquehanna Media to comply with clause (3) or (4) under “—Certain Covenants—Merger and Consolidation” above. If Susquehanna Media exercises its legal defeasance option or its covenant defeasance option, each Guarantor will be released from all its obligations with respect to its Guarantee (if any should then exist).

     In order to exercise either defeasance option, Susquehanna Media must irrevocably deposit in trust (the “defeasance trust”) with the Trustee money or U.S. government obligations for the payment of principal and interest on the Notes to redemption or maturity, as the case may be, and must comply with certain other conditions, including delivery to the Trustee of an opinion of counsel to the effect that Holders of the Notes will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and defeasance and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred (and, in the case of legal defeasance only, such opinion of counsel must be based on a ruling of the Internal Revenue Service or other change in applicable federal income tax law).

Concerning the Trustee

     J.P. Morgan Trust Company, National Association is the Trustee under the Indenture and has been appointed by Susquehanna Media as Registrar and Paying Agent with regard to the Notes. J.P. Morgan Trust Company, National Association also serves in similar capacities under the indenture governing our 8-1/2% senior subordinated notes due 2009.

     The Holders of a majority in principal amount of the outstanding Notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, subject to certain exceptions. The Indenture provides that if an Event of Default occurs (and is not cured), the Trustee will be required to use the degree of care of a prudent man in the conduct of his own affairs. Subject to such provisions, the Trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of Notes, unless such Holder will have offered to the

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Trustee security and indemnity satisfactory to it against any loss, liability or expense and then only to the extent required by the terms of the Indenture.

Governing Law

     The Indenture provides that it and the Notes will be governed by the laws of the State of New York.

Certain Definitions

     In addition to the other defined terms used herein, the following terms have the meanings set forth below when used in this prospectus.

     “Acquired Indebtedness” means, with respect to any Person:

(1) any Indebtedness or Disqualified Stock of any other Person existing at the time such Person is merged with or becomes a Restricted Subsidiary of such specified Person, and

(2) Indebtedness secured by a lien encumbering any asset acquired by such specified Person.

     “Asset Acquisition” means

(1) an Investment by Susquehanna Media or any Restricted Subsidiary in any other Person pursuant to which such Person will be merged with Susquehanna Media or any Restricted Subsidiary, or

(2) the acquisition by Susquehanna Media or any Restricted Subsidiary of the assets of any Person which constitute all or substantially all of the assets of such Person or comprises any division or line of business of such Person or any other properties or assets of such Person other than in the ordinary course of business.

     “Asset Sale” means any sale or other disposition (including by way of merger) by Susquehanna Media or by any of its Restricted Subsidiaries to any Person of:

(1) any of the stock of any of Susquehanna Media’s Subsidiaries;

(2) substantially all of the assets of any division or line of business of Susquehanna Media or of any of its Subsidiaries; or

(3) any other material amount of assets of Susquehanna Media or of any of its Subsidiaries.

     “Code” means the Internal Revenue Code of 1986, as amended.

     “Consolidated EBITDA” means, for any period, the sum of:

(1) Consolidated Net Income; plus

(2) to the extent Consolidated Net Income has been reduced thereby,

     (A) all income taxes of Susquehanna Media and its Restricted Subsidiaries paid or accrued for such period; plus

     (B) Consolidated Interest Expense; plus

     (C) Consolidated Non-Cash Charges less any non-cash items increasing Consolidated Net Income for such period; plus

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     (D) Minority interests; plus

     (E) ESOP Expense; less

(3) to the extent Consolidated Net Income has been increased thereby, the interest income received by Susquehanna Media as a result of the repayment of the ESOP Loans.

     “Consolidated Interest Expense” means, for any period, the sum of:

(1) all interest expense of Susquehanna Media and its Restricted Subsidiaries for such period, and

(2) the interest component of capitalized lease obligations paid or scheduled to be paid or accrued by Susquehanna Media and its Restricted Subsidiaries during such period.

     “Consolidated Leverage Ratio” as of any date of determination means the ratio of:

(1) the sum of the aggregate outstanding amount of Indebtedness of Susquehanna Media and its Restricted Subsidiaries as of the date of calculation on a consolidated basis in accordance with GAAP to

(2) Consolidated EBITDA of Susquehanna Media during the four full fiscal quarters ending on or prior to the date of the transaction giving rise to the need to calculate the Consolidated Leverage Ratio.

     For purposes of this definition, Consolidated Leverage Ratio will be calculated after giving effect on a pro forma basis for the period of such calculation to (A) the incurrence or repayment of any Indebtedness of Susquehanna Media or any of its Restricted Subsidiaries giving rise to the need to make such calculation and any incurrence or repayment of other Indebtedness, other than the incurrence or repayment of Indebtedness in the ordinary course of business for working capital purposes, occurring during the four quarter period or at any time subsequent to the last day of the four quarter period and on or prior to the date of determination, as if such incurrence or repayment occurred on the first day of the four quarter period and (B) any Asset Sales or Asset Acquisitions (including any Asset Acquisition giving rise to the need to make such calculation as a result of Susquehanna Media or one of its Restricted Subsidiaries (including any Person who becomes a Restricted Subsidiary as a result of such Asset Acquisition) incurring or otherwise becoming liable for Acquired Indebtedness) occurring during the four quarter period or at any time subsequent to the last day of the four quarter period and on or prior to the transaction date, as if such Asset Sale or Asset Acquisition (including the incurrence, assumption or liability for any Acquired Indebtedness and also including any Consolidated EBITDA associated with such Asset Acquisition) occurred on the first day of the four quarter period. If Susquehanna Media or any of its Restricted Subsidiaries guarantees Indebtedness of a third Person, the preceding sentence will give effect to the incurrence of such guaranteed Indebtedness as if Susquehanna Media or such Restricted Subsidiary, as the case may be, had directly incurred such guaranteed Indebtedness. Furthermore, in calculating Consolidated Interest Expense for the purposes of the calculation of Consolidated EBITDA, (X) interest on Indebtedness determined on a fluctuating basis as of the date of determination (including Indebtedness actually incurred on the date of the transaction giving rise to the need to calculate the Consolidated Leverage Ratio) and which will continue to be so determined thereafter shall be deemed to have accrued at a fixed rate per annum equal to the rate of interest on such Indebtedness as in effect on the date of determination and (Y) notwithstanding (X) above, interest determined on a fluctuating basis, to the extent such interest is covered by interest rate protection agreements, shall be deemed to accrue at the rate per annum resulting after giving effect to the operation of such agreements.

     “Consolidated Net Income” means, for any period, the aggregate net income (or loss) of Susquehanna Media and its Restricted Subsidiaries for such period on a consolidated basis; provided, the following items shall be excluded from the calculation of Consolidated Net Income:

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(1) after-tax gains and losses from Asset Sales or abandonment or reserves relating thereto;

(2) items classified as extraordinary, nonrecurring or unusual gains, losses or charges, and the related tax effects, each determined in accordance with GAAP;

(3) the net income of any Person acquired in a “pooling of interests” transaction accrued prior to the date it becomes a Restricted Subsidiary of Susquehanna Media or is merged or consolidated with Susquehanna Media or any Restricted Subsidiary of Susquehanna Media;

(4) the net income (but not loss) of any Restricted Subsidiary of Susquehanna Media to the extent that the declaration of dividends, the making of intercompany loans or similar payments by that Restricted Subsidiary of that income is restricted by a contract, operation of law or otherwise;

(5) the net income of any Person, other than a Restricted Subsidiary of Susquehanna Media, except to the extent of cash dividends or distributions paid to Susquehanna Media or a Restricted Subsidiary of Susquehanna Media by such Person;

(6) any restoration to income of any contingency reserve, except to the extent that provision for such reserve was made out of Consolidated Net Income accrued at any time after December 31, 1998;

(7) income or loss attributable to discontinued operations (including operations disposed of during such period whether or not such operations were classified as discontinued); and

(8) in the case of a successor to Susquehanna Media by consolidation or merger or as a transferee of Susquehanna Media’s assets, any earnings of the successor corporation prior to such consolidation, merger or transfer of assets.

     “Consolidated Net Worth” means the total of the amounts shown on the balance sheet of Susquehanna Media and its consolidated Restricted Subsidiaries, as of the end of the most recent fiscal quarter of Susquehanna Media ending at least 45 days prior to the taking of any action for the purpose of which the determination is being made, as:

(1) the par or stated value of all outstanding capital stock of Susquehanna Media; plus

(2) paid-in capital or capital surplus relating to such capital stock; plus

(3) any retained earnings or earned surplus less (A) any accumulated deficit and (B) any amounts attributable to Disqualified Stock.

     “Consolidated Non-Cash Charges” means with respect to Susquehanna Media, for any period, the aggregate depreciation, amortization and other non-cash expenses (excluding any non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period) of Susquehanna Media and its Restricted Subsidiaries reducing Consolidated Net Income of Susquehanna Media for such period.

     “Default” means any event which is, or after notice or passage of time or both would be, an Event of Default.

     “Designated Senior Indebtedness” means all obligations under or arising out of the Senior Credit Facility and any other Senior Indebtedness of Susquehanna Media which, at the date of determination, has an aggregate principal amount outstanding of, or under which the holders thereof are committed to lend up to, at least $5.0 million and is specifically designated by Susquehanna Media in the instrument or agreement evidencing or governing such Senior Indebtedness as “Designated Senior Indebtedness” and, in

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respect of any Guarantor, any guarantee by such Guarantor of Designated Senior Indebtedness of Susquehanna Media.

     “Disqualified Stock” means, with respect to any Person, any capital stock which by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable):

(1) matures or is mandatorily redeemable for any reason;

(2) is convertible or exchangeable for Indebtedness or Disqualified Stock; or

(3) is redeemable at the option of the holder thereof, in whole or in part, in each case on or prior to the first anniversary of the stated maturity of the Notes.

     “ESOP” means the Susquehanna Pfaltzgraff Co. Employee Stock Ownership Plan.

     “ESOP Expense” means, for any period without duplication, (1) to the extent such expense is in the form of a cash payment, the amount of cash actually paid by Susquehanna Media to Susquehanna Pfaltzgraff for the purpose of funding share allocations in the ESOP; provided, that such amount shall be limited to the lesser of (i) the amount of such cash payment and (ii) the amount of cash received by Susquehanna Media from Susquehanna Pfaltzgraff within two business days of any such payment as repayment of principal and interest on the ESOP Loans; plus (2) to the extent such expense funding share allocations under the ESOP is a non-cash expense, the amount of such non-cash expense.

     “ESOP Loans” means the $116.9 million loan and $14.6 million loan made by Susquehanna Media to Susquehanna Pfaltzgraff Co. on or about May 12, 1999 and July 18, 2001, respectively.

     “Exchange Act” means the Securities Exchange Act of 1934, as amended.

     “Excluded Transactions” means (1) agreements in existence on or prior to the Issue Date, (2) the ESOP Loans, (3) payments of management fees by Susquehanna Media to Susquehanna Pfaltzgraff in an amount not to exceed 4.0% of the consolidated net revenues of Susquehanna Media, (4) payments by Susquehanna Media to Susquehanna Pfaltzgraff pursuant to any tax sharing agreement, (5) payments to Susquehanna Pfaltzgraff constituting reimbursements of actual out-of-pocket expenses reasonably incurred on behalf of Susquehanna Media and its Restricted Subsidiaries in the ordinary course of their businesses and (6) the annual cash payment from Susquehanna Media to Susquehanna Pfaltzgraff for the purpose of funding share allocations in the ESOP.

     “GAAP” means generally accepted accounting principles in the United States as in effect as of the Issue Date.

     “Guarantee” means any guarantee of the Notes, on a senior subordinated basis, by a Restricted Subsidiary of Susquehanna Media that may be issued in accordance with the covenant “Guarantees of Certain Indebtedness.”

     “Guarantor” means any Restricted Subsidiary of Susquehanna Media that in the future executes a supplemental indenture in which such Restricted Subsidiary agrees to be bound by the terms of the Indenture as a Guarantor; provided that any Person constituting a Guarantor as described above shall cease to constitute a Guarantor when its respective Guarantee is released in accordance with the terms thereof.

     “Holder” or “Noteholder” means the Person in whose name a Note is registered on the Registrar’s books.

     “Indebtedness” means, with respect to any Person on any date of determination:

(1) all indebtedness of such Person for borrowed money;

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(2) all indebtedness of such Person evidenced by bonds, debentures, notes or other similar instruments;

(3) all indebtedness of such Person for capitalized lease obligations;

(4) all indebtedness of such Person upon notes payable and drafts accepted representing extensions of credit of such Person;

(5) all indebtedness of such Person for all or any part of the deferred purchase price of property or services which purchase price is (a) due more than six months (or a longer period of up to one year, if such terms are available from suppliers in the ordinary course of business) from the date of incurrence of the obligation in respect thereof or (b) evidenced by a note or similar written instrument;

(6) all indebtedness secured by any lien on any property or asset owned or held by that Person;

(7) all guarantees of such Person in respect of Indebtedness of other Persons; and

(8) all Disqualified Stock issued by such Person with the amount of Indebtedness represented by such Disqualified Stock being equal to the greater of its voluntary or involuntary liquidation preference and its maximum fixed repurchase price, but excluding accrued dividends, if any.

Indebtedness will not include trade payables and accrued liabilities incurred in the ordinary course of business for the purchase of goods or services which are not secured by a lien other than a lien permitted pursuant to clause (2) of the definition of Permitted Liens and obligations under interest rate protection agreements.

     “Investment” in any Person means any advance, loan or other extension of credit or capital contribution to, or any purchase, redemption or acquisition of capital stock, indebtedness or other similar instruments issued by, such Person.

     “Issue Date” means May 12, 1999, the date of issuance of the Company’s 8 1/2% Senior Subordinated Notes due 2009.

     “Net Available Cash” means, with respect to any Asset Sale, payments in cash or cash equivalents received therefrom net of bona fide direct costs of sale, including:

(1) income taxes reasonably estimated to be actually payable as a result of such Asset Sale within two years of the date of such Asset Sale;

(2) payment of any Indebtedness that is secured by a lien on the stock or assets in question and that is required to be repaid as a result of such Asset Sale;

(3) out-of-pocket expenses and fees relating to such Asset Sale; and

(4) any portion of cash proceeds which Susquehanna Media determines in good faith should be reserved for post-closing adjustments or liabilities relating to the Asset Sale retained by Susquehanna Media or any of its Restricted Subsidiaries.

     Additionally, in connection with any Asset Sale of Susquehanna Cable and its Subsidiaries, Net Available Cash will be reduced by that amount required to be paid to holders or former holders of minority equity interests in Susquehanna Cable and its Subsidiaries who were not affiliates of Susquehanna Media in connection with any sale, purchase or redemption of those interests or pursuant to the terms of any Indebtedness relating to the deferred payment of any applicable purchase or redemption price.

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     “Net Cash Proceeds” means, with respect to any sale of capital stock, the proceeds of such sale in the form of cash or cash equivalents net of fees, discounts or commissions actually incurred in connection with such sale.

     “Permitted Business” means any business conducted by Susquehanna Media and its Restricted Subsidiaries on the Issue Date and any business ancillary or complementary or reasonably related thereto.

     “Permitted Holders” means (1) descendants, and spouses of descendants, of Louis J. Appell, Sr. (including any trusts established for the benefit of one or more such descendants or spouses of such descendants so long as (i) one or more of such descendants or spouses of such descendants, (ii) officers of Susquehanna Pfaltzgraff or its Subsidiaries, or (iii) the trust department of a financial institution is a trustee of any such trusts) and (2) the ESOP so long as executive officers of Susquehanna Pfaltzgraff constitute the majority of the ESOP Committee under the ESOP.

     “Permitted Indebtedness” means each of the following:

(1) Indebtedness of Susquehanna Media and its Restricted Subsidiaries outstanding on the Issue Date reduced by the amount of any scheduled amortization payments or mandatory prepayments when actually paid or permanent reductions thereon;

(2) Indebtedness under the Indenture with respect to the Notes offered hereby, and under any Guarantees;

(3) Indebtedness under the Senior Credit Facility (including any guarantees thereof); provided that the aggregate principal amount of Indebtedness outstanding under the Senior Credit Facility at any one time will not exceed (A) $450.0 million less (B) the amount of any permanent reductions to the Senior Credit Facility made in accordance with “—Limitation on Sales of Assets and Subsidiary Stock;”

(4) interest rate protection agreements of Susquehanna Media and its Restricted Subsidiaries covering their Indebtedness;

(5) Indebtedness of a Restricted Subsidiary to Susquehanna Media or to a Restricted Subsidiary so long as such Indebtedness is held by Susquehanna Media or a Restricted Subsidiary, in each case subject to no lien (other than liens under the Senior Credit Facility) held by a Person other than Susquehanna Media or a Restricted Subsidiary;

(6) Indebtedness of Susquehanna Media to a Restricted Subsidiary so long as such Indebtedness is held by a Restricted Subsidiary, subject to no lien (other than liens under the Senior Credit Facility); provided that any Indebtedness of Susquehanna Media to any Restricted Subsidiary is subordinated to Susquehanna Media’s obligations under the Notes;

(7) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds in the ordinary course of business;

(8) Indebtedness of Susquehanna Media or any of its Restricted Subsidiaries represented by letters of credit in order to provide security for workers’ compensation claims, payment obligations in connection with self-insurance or similar requirements in the ordinary course of business;

(9) Refinancing Indebtedness incurred in respect of Indebtedness originally incurred pursuant to the second sentence under “Limitation on Indebtedness” or pursuant to this clause (9) or clause (1) or (3) of this definition;

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(10) Indebtedness of Susquehanna Media or any Restricted Subsidiary incurred in respect of performance and payment bonds (other than in respect of Indebtedness);

(11) additional Indebtedness of Susquehanna Media and its Restricted Subsidiaries not to exceed $10.0 million at any one time outstanding for capitalized lease obligations or for purposes of financing the purchase price or construction cost of equipment, fixtures or similar property;

(12) additional Indebtedness of Susquehanna Media and its Restricted Subsidiaries not to exceed $15.0 million at any one time outstanding; and

(13) Indebtedness in the form of guarantees of other Indebtedness permitted to be incurred by any Restricted Subsidiary under this definition, so long as such guarantees do not increase the principal amount of such Indebtedness.

     “Permitted Investment” means any of the following:

(1) Investments by Susquehanna Media or any Restricted Subsidiary in any Person that is a Restricted Subsidiary or will become immediately after such Investment a Restricted Subsidiary that is wholly-owned by the Person making such Investment or that will merge or consolidate into Susquehanna Media or a Restricted Subsidiary;

(2) Investments in Susquehanna Media by any Restricted Subsidiary; provided that any Indebtedness evidencing such Investment is unsecured and subordinated to Susquehanna Media’s obligations under the Notes and the Indenture;

(3) the purchase or redemption by Susquehanna Media or any Restricted Subsidiary of any minority equity interests in any Restricted Subsidiary;

(4) Investments in cash and cash equivalents;

(5) loans and advances to employees and officers of Susquehanna Media and its Subsidiaries in the ordinary course of business for bona fide business purposes not, in the aggregate, in excess of $1 million at any one time;

(6) interest rate protection agreements entered into in the ordinary course of Susquehanna Media’s or its Restricted Subsidiaries’ businesses;

(7) sales on credit by Susquehanna Media or any Restricted Subsidiary in the ordinary course of business;

(8) Investments in securities of trade creditors or customers received pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of such trade creditors or customers;

(9) consideration other than cash or cash equivalents received by Susquehanna Media or its Restricted Subsidiaries in connection with an Asset Sale made in compliance with the “Limitation on Sales of Assets and Subsidiary Stock” covenant;

(10) other Investments in any Person having an aggregate fair market value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (10) since the date of the Indenture, not to exceed $10.0 million in the aggregate; and

(11) the $116.9 million loan made by Susquehanna Media to Susquehanna Pfaltzgraff Co. on May 12, 1999.

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     “Permitted Liens” means any of the following:

(1) liens for taxes, assessments or governmental charges or claims either (A) not delinquent or (B) contested in good faith by appropriate proceedings and as to which Susquehanna Media or its Subsidiaries will have set aside on its books such reserves as may be required pursuant to GAAP;

(2) statutory liens of landlords and liens of carriers, warehousemen, mechanics, suppliers, materialmen, repairmen and other liens imposed by law incurred in the ordinary course of business for sums not yet delinquent or being contested in good faith;

(3) liens incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security;

(4) judgment liens not giving rise to an Event of Default so long as a stay of execution has been entered or such lien is adequately bonded and any appropriate legal proceedings which may have been duly initiated for the review of such judgment will not have been finally terminated or the period within which such proceedings may be initiated will not have expired;

(5) easements, leases, subleases, rights-of-way zoning restrictions and other similar charges or encumbrances in respect of real property not interfering in any material respect with the ordinary conduct of the business of Susquehanna Media or any of its subsidiaries;

(6) any interest or title of a lessor under any capitalized lease obligation;

(7) purchase money liens to finance property or assets of Susquehanna Media or a Restricted Subsidiary acquired in the ordinary course of business;

(8) liens upon specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(9) liens securing reimbursement obligations with respect to commercial letters of credit which encumber documents and other property relating to such letters of credit and products and proceeds thereof;

(10) liens encumbering deposits made to secure obligations arising from statutory, regulatory, contractual, or warranty requirements or appeal or similar bonds of Susquehanna Media or a Restricted Subsidiary;

(11) liens securing Senior Indebtedness, including Indebtedness under the Senior Credit Facility;

(12) liens existing on the Issue Date and liens to secure any Refinancing Indebtedness which is incurred to refinance any Indebtedness which has been secured by a lien permitted under the “Limitation on Liens” covenant and which Indebtedness has been incurred in accordance with the “Limitation on Indebtedness” covenant;

(13) liens securing Acquired Indebtedness incurred in accordance with clause (2) of the “Limitation on Indebtedness” covenant; provided that (A) such liens secured such Acquired Indebtedness prior to the incurrence of such Acquired Indebtedness by Susquehanna Media or a Restricted Subsidiary and were not granted in connection with the incurrence of such Acquired Indebtedness by Susquehanna Media or a Restricted Subsidiary and (B) such liens do not extend to or cover any property or assets of Susquehanna Media or any Restricted Subsidiary other than the property or assets that secured the Acquired Indebtedness prior to the time such Indebtedness

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became Acquired Indebtedness of Susquehanna Media or a Restricted Subsidiary and are no more favorable to the lienholders than the liens securing the Acquired Indebtedness prior to the incurrence of such Acquired Indebtedness by Susquehanna Media or a Restricted Subsidiary; and

(14) liens securing Indebtedness incurred in connection with the purchase or redemption of minority equity interests in any Restricted Subsidiary, so long as such liens (A) are in favor of the holder of the equity interests being purchased or redeemed and (B) encumber only those equity interests purchased or redeemed.

     “Person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

     “Public Equity Offering” means an underwritten primary public offering of any class of common stock of Susquehanna Media or any of its subsidiaries pursuant to an effective registration statement under the Securities Act.

     “Public Market” means any time after (A) an underwritten Public Equity Offering of Susquehanna Media or any of its subsidiaries has been consummated and (B) at least 10% of the total issued and outstanding common stock of Susquehanna Media or such subsidiary has been distributed by means of an effective registration statement under the Securities Act or sales pursuant to Rule 144 under the Securities Act.

     “Refinancing Indebtedness” means any Indebtedness of Susquehanna Media or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to refinance other Indebtedness of Susquehanna Media or any of its Restricted Subsidiaries; provided that:

(1) the principal amount of such Refinancing Indebtedness does not exceed the principal amount of the Indebtedness so refinanced;

(2) such Refinancing Indebtedness has a weighted average life to maturity equal to or greater than the weighted average life to maturity of the Indebtedness being refinanced;

(3) if the Indebtedness being refinanced is subordinated in right of payment to the Notes, such Refinancing Indebtedness has a final maturity date later than the final maturity date of, and is subordinated in right of payment to, the Notes on terms at least as favorable to the Holders of Notes as those relating to the Indebtedness being refinanced; and

(4) such Indebtedness is incurred either by Susquehanna Media or by the Restricted Subsidiary of Susquehanna Media that is the obligor on the Indebtedness being refinanced.

     “Restricted Payment” means, with respect to any Person:

(1) the declaration or payment of any dividends or any other distributions in respect of its capital stock or similar payment to the holders of its capital stock other than (A) dividends or distributions payable solely in its capital stock (other than Disqualified Stock) and (B) dividends or distributions payable solely to Susquehanna Media or a Restricted Subsidiary;

(2) the redemption or acquisition of any capital stock of Susquehanna Media or any Restricted Subsidiary held by any Person (other than a Permitted Investment and other than redemptions in which the redemption price is payable solely in capital stock (other than Disqualified Stock));

(3) the redemption or other acquisition prior to scheduled maturity, scheduled repayment or scheduled sinking fund payment of any Subordinated Obligations; or

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(4) the making of any Investment in any Person (other than a Permitted Investment).

     “Restricted Subsidiary” means any subsidiary of Susquehanna Media that is not an Unrestricted Subsidiary.

     “Securities Act” means the Securities Act of 1933, as amended.

     “Senior Credit Facility” means the Credit Agreement dated as of May 12, 1999 among Susquehanna Media, the lenders who are or may become a party thereto and First Union National Bank (“FUNB”), as administrative agent, pursuant to which certain financial institutions agreed to make loans and issue letters of credit, together with the pledges, guarantees and other documents related thereto, as such agreements may be amended or modified, refinanced, supplemented or restated from time to time, including any agreement increasing the amount, extending the maturity of, refinancing or otherwise restructuring all or any portion of the Indebtedness under such agreement or any successor or replacement agreement and whether by the same or any other agent, lender or group of lenders.

     “Senior Indebtedness” means, with respect to any Person,

(1) Indebtedness (which for this purpose shall include letters of credit and interest rate hedging agreements and other types of credit referred to in the Senior Credit Facility) of such Person, whether outstanding on the Issue Date or thereafter incurred; and

(2)1accrued and unpaid interest and fees and other obligations (including interest and fees and other obligations accruing after commencement of an insolvency or liquidation proceeding) in respect of

     (A) indebtedness of such Person for money borrowed, letters of credit and interest rate hedging agreements and other types of credit referred to in the Senior Credit Facility, and

     (B) indebtedness evidenced by notes or other similar instruments for the payment of which such Person is responsible or liable;

unless, in the instrument evidencing any of the obligations referred to in clauses (1) or (2) or pursuant to which any such obligations are outstanding, it is provided that such obligations are subordinate in right of payment to the Notes.

     Notwithstanding the foregoing, Senior Indebtedness shall not include:

(1) any obligation of such Person to any of its subsidiaries;

(2) any liability for federal, state, local or other taxes owed or owing by such Person;

(3) any accounts payable or other liability to trade creditors arising in the ordinary course of business (including guarantees thereof or instruments evidencing such liabilities);

(4) any Indebtedness of such Person (and any accrued and unpaid interest in respect thereof) which is subordinate or junior in any respect to any other Indebtedness or other obligation of such Person (other than Indebtedness incurred in connection with the purchase or redemption of minority equity interests in any Restricted Subsidiary from non-affiliates of Susquehanna Media); or

(5) that portion of any Indebtedness which at the time of incurrence is incurred in violation of the “Limitation on Indebtedness” covenant.

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     “Subordinated Obligation” means any Indebtedness of Susquehanna Media or a Restricted Subsidiary (whether outstanding on the Issue Date or thereafter incurred) which is subordinate in right of payment to the Notes or any Guarantees that may be issued.

     “Subsidiary,” with respect to any Person, means (1) any business entity of which the outstanding capital stock having at least a majority of the votes entitled to be cast in the election of directors under ordinary circumstances shall at the time be owned, directly or indirectly, by such Person, or (2) any other Person of which at least a majority of the voting interests under ordinary circumstances is at the time, directly or indirectly, owned by such Person.

     “Susquehanna Media” means Susquehanna Media Co., a Delaware corporation.

     “Unrestricted Subsidiary” means (1) any subsidiary of Susquehanna Media that at the time of determination will be designated an Unrestricted Subsidiary by the board of directors of Susquehanna Media in the manner provided below and (2) any subsidiary of an Unrestricted Subsidiary. The board of directors of Susquehanna Media may designate any subsidiary of Susquehanna Media to be an Unrestricted Subsidiary unless such subsidiary or any of its subsidiaries owns any capital stock or Indebtedness of, or holds any lien on any property of, Susquehanna Media or any other subsidiary of Susquehanna Media that is not a subsidiary of the subsidiary to be so designated; provided, however, that (A) either (i) the subsidiary to be so designated has total assets of $1,000 or less or (ii) if such subsidiary has assets greater than $1,000, such designation would be permitted under the covenant described under “—Limitation on Restricted Payments” and (B) such subsidiary to be so designated and each of its subsidiaries has not at the time of such designation, and does not thereafter, incur any Indebtedness pursuant to which the lender has recourse to any of the assets or properties of Susquehanna Media or any of its Restricted Subsidiaries. The board of directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that immediately after giving effect to such designation (X) Susquehanna Media could incur $1.00 of additional Indebtedness pursuant to the second sentence under “—Certain Covenants—Limitation on Indebtedness” and (Y) no Default will exist.

Book-Entry; Delivery And Form

     The exchange notes will be issued in the form of a global note (the “Global Note”). The Global Note will be deposited with, or on behalf of, DTC and registered in the name of DTC or its nominee. Except as set forth below, the Global Note may be transferred in whole and not in part, only to DTC or another nominee of DTC. Investors may hold their beneficial interests in the Global Note directly through DTC if they have an account with DTC or indirectly through organizations which have accounts with DTC.

     Exchange notes that are issued as described below under “—Certificated Exchange Notes” will be issued in definitive form. Upon the transfer of an exchange note in definitive form, such exchange note will, unless the Global Note has previously been exchanged for exchange notes in definitive form, be exchanged for an interest in the Global Note representing the principal amount of exchange notes being transferred.

Certain Book-Entry Procedures for the Global Note

     The descriptions of the operations and procedures of DTC, Euroclear and Cedel Bank set forth below are provided solely as a matter of convenience. These operations and procedures are solely within the control of the respective settlement systems and are subject to change by them from time to time. We take no responsibility for these operations or procedures, and investors are urged to contact the relevant system or its participants directly to discuss these matters.

     DTC has advised us that it is:

• a limited purpose trust company organized under the laws of the State of New York;

• a “banking organization” within the meaning of the New York Banking Law;

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• a member of the Federal Reserve System;

• a “clearing corporation” within the meaning of the Uniform Commercial Code, as amended; and

• a “clearing agency” registered pursuant to Section 17A of the Exchange Act.

     DTC was created to hold securities for its participants (collectively, the “Participants”) and facilitates the clearance and settlement of securities transactions between Participants through electronic book-entry changes to the accounts of its Participants, thereby eliminating the need for physical transfer and delivery of certificates. DTC’s Participants include securities brokers and dealers (including the initial purchasers of the outstanding notes), banks and trust companies, clearing corporations and certain other organizations. Indirect access to DTC’s system is also available to other entities such as banks, brokers, dealers and trust companies (collectively, the “Indirect Participants”) that clear through or maintain a custodial relationship with a Participant, either directly or indirectly. Investors who are not Participants may beneficially own securities held by or on behalf of DTC only through Participants or Indirect Participants.

     We expect that pursuant to procedures established by DTC:

• upon deposit of the Global Note, DTC will credit the accounts of Participants with an interest in the Global Note; and

• ownership of the exchange notes will be shown on, and the transfer of ownership thereof will be effected only through, records maintained by DTC (with respect to the interests of Participants) and the records of Participants and the Indirect Participants (with respect to the interests of persons other than Participants).

     The laws of some jurisdictions may require that certain purchasers of securities take physical delivery of such securities in definitive form. Accordingly, the ability to transfer interests in the Notes represented by a Global Note to such persons may be limited. In addition, because DTC can act only on behalf of its Participants, who in turn act on behalf of persons who hold interests through Participants, the ability of a person having an interest in exchange notes represented by a Global Note to pledge or transfer such interest to persons or entities that do not participate in DTC’s system, or to otherwise take actions in respect of such interest, may be affected by the lack of a physical definitive security in respect of such interest.

     So long as DTC or its nominee is the registered owner of the Global Note, DTC or such nominee, as the case may be, will be considered the sole owner or holder of the exchange notes represented by the Global Note for all purposes under the Indenture. Except as provided below, owners of beneficial interests in the Global Note will not be entitled to have exchange notes represented by such Global Note registered in their names, will not receive or be entitled to receive physical delivery of certificated notes, and will not be considered the owners or holders thereof under the Indenture for any purpose, including with respect to the giving of any direction, instruction or approval to the Trustee thereunder. Accordingly, each holder owning a beneficial interest in the Global Note must rely on the procedures of DTC and, if such holder is not a Participant or an Indirect Participant, on the procedures of the Participant through which such holder owns its interest, to exercise any rights of a holder of exchange notes under the Indenture or such Global Note. We understand that under existing industry practice, in the event that we request any action of holders of exchange notes, or a holder that is an owner of a beneficial interest in the Global Note desires to take any action that DTC, as the holder of such Global Note, is entitled to take, DTC would authorize the Participants to take such action and the Participants would authorize holders owning through such Participants to take such action or would otherwise act upon the instruction of such holders. Neither we nor the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of exchange notes by DTC, or for maintaining, supervising or reviewing any records of DTC relating to such exchange notes.

     We expect that DTC or its nominee, upon receipt of any payment of principal of or interest on the Global Note, will credit participants’ accounts with payments in amounts proportionate to their respective

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beneficial interests in the principal amount of the Global Note as shown on the records of DTC or its nominee. We also expect that payments by participants to owners of beneficial interests in the Global Note held through such participants will be governed by standing instructions and customary practices and will be the responsibility of such participants. We will not have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests in the Global Note for any Note or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests or for any other aspect of the relationship between DTC and its participants or the relationship between such participants and the owners of beneficial interests in the Global Note owning through such participants.

     Transfers between Participants in DTC will be effected in accordance with DTC’s procedures, and will be settled in same-day funds. Transfers between participants in Euroclear or Cedel Bank will be effected in the ordinary way in accordance with their respective rules and operating procedures.

     Cross-market transfers between the Participants in DTC, on the one hand, and Euroclear or Cedel Bank participants, on the other hand, will be effected through DTC in accordance with DTC’s rules on behalf of Euroclear or Cedel Bank, as the case may be, by its respective depositary; however, such cross-market transactions will require delivery of instructions to Euroclear or Cedel Bank, as the case may be, by the counterparty in such system in accordance with the rules and procedures and within the established deadlines (Brussels time) of such system. Euroclear or Cedel Bank, as the case may be, will, if the transaction meets its settlement requirements, deliver instructions to its respective depositary to take action to effect final settlement on its behalf by delivering or receiving interests in the relevant Global Notes in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Euroclear participants and Cedel Bank participants may not deliver instructions directly to the depositaries for Euroclear or Cedel Bank.

     Because of time zone differences, the securities account of a Euroclear or Cedel Bank participant purchasing an interest in a Global Note from a Participant in DTC will be credited, and any such crediting will be reported to the relevant Euroclear or Cedel Bank participant, during the securities settlement processing day (which must be a business day for Euroclear and Cedel Bank) immediately following the settlement date of DTC. Cash received in Euroclear or Cedel Bank as a result of sales of interest in a Global Security by or through a Euroclear or Cedel Bank participant to a Participant in DTC will be received with value on the settlement date of DTC but will be available in the relevant Euroclear or Cedel Bank cash account only as of the business day for Euroclear or Cedel Bank following DTC’s settlement date.

     DTC, Euroclear and Cedel Bank are under no obligation to perform or to continue to perform the foregoing procedures to facilitate transfers of interests in the Global Note among participants in DTC, Euroclear and Cedel, and such procedures may be discontinued at any time. Neither we nor the Trustee will have any responsibility for the performance by DTC, Euroclear or Cedel Bank or their respective participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

     The information in this prospectus concerning DTC, Euroclear and Cedel and their book-entry systems has been obtained from sources that we believe to be reliable, but we have not independently verified this information.

Certificated Exchange Notes

If

• we notify the Trustee in writing that DTC is no longer willing or able to act as a depositary or DTC ceases to be registered as a clearing agency under the Exchange Act and a successor depositary is not appointed within 90 days of such notice or cessation;

• we, at our option, notify the Trustee in writing that we elect to cause the issuance of exchange notes in definitive form under the Indenture; or

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• upon the occurrence of certain other events as provided in the Indenture,

then, upon surrender by DTC of the Global Note, certificated exchange notes in definitive form in denominations of U.S. $1,000 and integral multiples thereof will be issued to each person that DTC identifies as the beneficial owner of the Notes represented by the Global Note. Upon any such issuance, the Trustee is required to register such certificated exchange notes in the name of such person or persons (or the nominee of any thereof) and cause the same to be delivered thereto.

     Subject to the foregoing, the Global Note is not exchangeable, except for a Global Note of the same aggregate denomination to be registered in the name of DTC or its nominee.

     Neither we nor the Trustee shall be liable for any delay by DTC or any Participant or Indirect Participant in identifying the beneficial owners of the related exchange notes and we and the Trustee may conclusively rely on, and shall be protected in relying on, instructions from DTC for all purposes, including with respect to the registration and delivery, and the respective principal amounts, of the exchange notes to be issued.

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MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

     The following summary describes material United States federal income tax consequences relating to the purchase, ownership, and disposition of the notes as of the date hereof. Except where noted, this summary deals only with notes held as capital assets and does not deal with special situations, such as those of dealers in securities or currencies, tax-exempt organizations, partnerships or other pass-through entities, individual retirement accounts and other tax deferred accounts, financial institutions, life insurance companies, persons holding notes as a part of a hedging or conversion transaction or a straddle, persons subject to the alternative minimum tax, or holders of notes whose ''functional currency’’ is not the U.S. dollar. This disclosure is addressed only to persons who acquired the outstanding notes at original issue at the initial issue price and does not address the tax consequences to subsequent purchasers of the notes. Furthermore, the discussion below is based upon the current federal income tax laws and interpretations thereof as of the date hereof. Such authorities may be repealed, revoked, or modified so as to result in federal income tax consequences different from those discussed below. In addition, except as otherwise indicated, the following summary does not consider the effect of any applicable foreign, state, local, or other tax laws or estate or gift tax considerations.

     Persons considering the purchase, ownership, or disposition of notes should consult their tax advisors concerning the federal income tax consequences of such purchase, ownership, or disposition in light of their particular situations, as well as any consequences arising under the laws of any other taxing jurisdiction.

Exchange Offer

     Because the exchange notes will be identical to the outstanding notes in all relevant economic respects, the exchange of the outstanding notes for the exchange notes will not be treated as an exchange for United States federal income tax purposes. Consequently, there will be no United States federal income tax consequences to the exchange, and holders of the exchange notes will continue to account for the notes for federal income tax purposes as if the exchange had not taken place. A holder will have the same tax basis and holding period in the exchange note as it does in the outstanding note.

U.S. Holders

     As used herein, a ''U.S. holder’’ of a note means a holder that for U.S. federal income tax purposes is:

• a citizen or resident of the United States;

• a corporation created or organized in or under the laws of the United States or any political subdivision thereof;

• an estate the income of which is subject to U.S. federal income taxation regardless of its source; or

• a trust if (a) a U.S. court is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (b) it has a valid election in place to be treated as a U.S. person.

     A ''non-U.S. holder’’ of a note is a holder that for U.S. federal income tax purposes is a non-resident alien or a corporation, trust, or estate that is not a U.S. holder.

     Stated Interest on Notes

     Except as set forth below, interest on a note generally will be taxable to a U.S. holder as ordinary income from domestic sources at the time it is paid or accrued in accordance with the U.S. holder’s method of accounting for tax purposes. In general, interest paid to U.S. holders who report the income on the cash receipts and disbursements method of accounting will be taxable to them when received.

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     Interest earned by U.S. holders who report their income on the accrual method of accounting will be taxable when accrued, regardless of when it is actually received. A principal payment on a note will be treated as a tax-free return of capital to the extent that the U.S. holder’s tax basis in the note is allocable to that payment.

     Sale, Exchange, and Retirement of Notes

     Upon the sale, exchange, redemption, retirement, or other disposition of a note (other than an exchange of outstanding notes for exchange notes), a U.S. holder generally will recognize gain or loss equal to the difference between the amount realized upon the sale, exchange, redemption, retirement, or other disposition and such holder’s adjusted tax basis in the note. A U.S. holder’s adjusted tax basis in a note, in general, will be the U.S. holder’s cost therefor, reduced by the amount of any payments, other than qualified stated interest payments, received by the U.S. holder with respect to the note. Except to the extent that the gain or loss is attributable to accrued but unpaid stated interest, such gain or loss will be capital gain or loss and will be long-term capital gain or loss if, at the time of sale, exchange, redemption, retirement, or other disposition, the note has been held for more than one year. Under current law, long-term capital gains of noncorporate taxpayers are, under certain circumstances, taxed at lower rates than items of ordinary income and the deductibility of capital losses is subject to limitations.

Non-U.S. Holders

     Stated Interest on Notes

     Under present U.S. federal income and estate tax law, and subject to the discussion below concerning backup withholding, no U.S. federal withholding tax will be imposed with respect to the payment by us or our paying agent of interest on a note owned by a non-U.S. holder (the ''portfolio interest exception’’), provided that (1) such non-U.S. holder does not actually or constructively own 10% or more of the voting power of our outstanding stock, (2) such non-U.S. holder is not a controlled foreign corporation (as defined in the federal income tax laws) that is related, directly or indirectly, to us, (3) such non-U.S. holder is not a bank whose receipt of interest on a note is pursuant to a loan agreement entered into in the ordinary course of its business, and (4) such non-U.S. holder provides us or our withholding agent with appropriate documentation of the non-U.S. holder’s foreign status.

     To satisfy the requirement referred to in clause (4) of the preceding paragraph, the beneficial owner of such note, or a financial institution holding the note on behalf of such owner, must provide, in accordance with specified procedures, us or our paying agent with a statement to the effect that the beneficial owner is not a U.S. holder. That requirement will be met if:

• the beneficial owner provides an IRS Form W-8BEN that contains, among other information, his name and address, and certifies, under penalties of perjury, that he is not a U.S. holder;

• a financial institution holding the note on behalf of the beneficial owner provides an IRS Form W-8IMY, an acceptable substitute form, or such other form as the IRS may provide that is signed under penalties of perjury and contains the appropriate information; or

• in the case of a foreign partnership and certain foreign trusts, such partnership or trust provides additional documentation (typically a Form W-8IMY to which are attached Forms W-8BEN from each partner or beneficiary) certifying that the individual partners, beneficiaries, or other owners of the partnership or trust are not U.S. holders and providing such persons’ names and addresses.

     If a non-U.S. holder cannot satisfy the requirements of the portfolio interest exception described above, interest payments on a note made to such non-U.S. holder will be subject to a 30% withholding tax unless the beneficial owner of the note provides us or our paying agent with a properly executed (1) IRS Form W-8BEN (or successor form) claiming an exemption from withholding or eligibility for a reduced rate under the benefit of a tax treaty or (2) IRS Form W-8ECI (or successor form) stating that interest paid on the note is not subject to withholding tax because it is effectively connected with the beneficial owner’s conduct of a trade or business in the United States.

113

     If a non-U.S. holder is engaged in a trade or business in the U.S. and payments on a note are effectively connected with the conduct of such trade or business, the non-U.S. holder, although exempt from U.S. federal withholding tax as discussed above, will be subject to U.S. federal income tax on such payments at regular graduated rates in the same manner as if it were a U.S. holder. In addition, if such holder is a foreign corporation, it may be subject to a branch profits tax equal to 30% of its effectively connected earnings and profits for the taxable year, subject to adjustments. For this purpose, payments on a note, to the extent included in taxable income, will also be included in such foreign corporation’s earnings and profits.

     Sale, Exchange, and Retirement of Notes

     In general, no U.S. federal withholding tax will be imposed with respect to any gain or income realized by a non-U.S. holder upon the sale, exchange, redemption, retirement, or other disposition of a note. However, any such gain or income will be subject to U.S. federal income tax if either (1) such gain or income is effectively connected with a U.S. trade or business of the non-U.S. holder, in which case the non-U.S. holder will be subject to U.S. federal income tax on such gain or income at regular graduated rates in the same manner as if it were a U.S. holder, or (2) the non-U.S. holder is an individual who is present in the U.S. for 183 days or more in the taxable year of such sale, exchange, retirement or other disposition, and certain other conditions are met, in which case the non-U.S. holder will incur a 30% tax on such gain or income.

     Estate Tax

     A note beneficially owned by an individual who at the time of death is a non-U.S. holder will not be subject to U.S. federal estate tax as a result of such individual’s death, provided that such individual does not actually or constructively own 10% or more of the voting power of our outstanding stock and provided that the interest payments with respect to such note, if received at the time of such individual’s death, would not have been effectively connected with the conduct of a U.S. trade or business by such individual.

Information Reporting and Backup Withholding

     A noteholder may, under certain circumstances, be subject to ''backup withholding’’ with respect to ''reportable payments.’’ Backup withholding generally applies if the holder of a note (1) fails to furnish us or our withholding agent its social security number or other taxpayer identification number (''TIN’’), (2) furnishes us or our withholding agent an incorrect TIN, (3) fails to report properly interest, dividends, or other ''reportable payments,’’ or (4) under certain circumstances, fails to provide us, our withholding agent, or such noteholder’s securities broker with a certified statement, signed under penalty of perjury, that the TIN is its correct taxpayer identification number and that the noteholder is not subject to backup withholding. Backup withholding will not apply with respect to payments made to certain noteholders, including corporations, certain tax-exempt recipients, and certain non-U.S. holders that comply with the requisite certification procedures. Noteholders should consult their tax advisors as to the application of backup withholding to payments received by them with respect to the notes.

     We will report to the noteholders (other than certain exempt U.S. holders, including corporations, tax-exempt organizations, and qualified pension and profit-sharing plans) and to the IRS within a reasonable time after the end of each calendar year the amount of any ''reportable payments’’ during such year and the amount of tax withheld, if any, with respect to payments on the notes.

     Due to the complexity of the U.S. federal income tax rules applicable to noteholders and the considerable uncertainty that exists with respect to many aspects of those rules, potential investors should consult their tax advisors regarding the tax treatment of the acquisition, ownership, and disposition of the notes.

114

PLAN OF DISTRIBUTION

     Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for outstanding notes where such outstanding notes were acquired as a result of market-making activities or other trading activities. We have agreed that, for a period of 270 days after the expiration date for this exchange offer, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until      , 2003, all dealers effecting transactions in the exchange notes may be required to deliver a prospectus.

     We will not receive any proceeds from any sale of exchange notes by broker-dealers. Exchange notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the exchange notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such exchange notes. Any broker-dealer that resells exchange notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of such exchange notes may be deemed to be an ''underwriter’’ within the meaning of the Securities Act and any profit on any such resale of exchange notes and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal to be delivered by broker-dealers states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an ''underwriter’’ within the meaning of the Securities Act.

     For a period of 270 days after the expiration date of the exchange offer we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in a letter of transmittal. We have agreed to pay all expenses related to the exchange offer as described in “The Exchange Offer—Fees and Expenses,” other than commissions or concessions of any brokers or dealers and any transfer taxes and will indemnify the holders of the notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

     Prior to the exchange offer, there has been no public market for the outstanding notes. We do not intend to apply for listing of the exchange notes on any securities exchange. There can be no assurance that an active market for the exchange notes will develop. To the extent that a market for the exchange notes develops, the market value of the exchange notes will depend on market conditions (including yields on alternative investments and general economic conditions), our financial condition and other conditions. Those conditions might cause the exchange notes, to the extent that they are actively traded, to trade at a significant discount from face value. We have not entered into any arrangement or understanding with any person to distribute the exchange notes to be received in the exchange offer.

     We have not agreed to compensate broker-dealers who effect the exchange of outstanding notes on behalf of holders.

LEGAL MATTERS

     Certain legal matters in connection with the exchange notes and the guarantees offered hereby will be passed upon for us by Hunton & Williams LLP.

115

EXPERTS

     The consolidated financial statements of Susquehanna Media Co. as of December 31, 2002, and for the year then ended, have been included herein in reliance upon the report of KPMG LLP, independent accountants, appearing elsewhere herein, and upon the authority of said firm as experts in accounting and auditing. The audit report covering the December 31, 2002 financial statements refers to a change in the method of accounting for goodwill and other intangible assets.

     The consolidated balance sheet of Susquehanna Media as of December 31, 2001 and the consolidated statements of operations, stockholders’ equity and cash flows for each of the two years in the period ended December 31, 2001, included in this prospectus, have been so included in reliance on the report (which contains an explanatory paragraph that describes the restatement of the financial statements for 2001 and 2000) of PricewaterhouseCoopers LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting.

     Effective December 19, 2002, our board of directors engaged KPMG LLP as our independent accountants to replace PricewaterhouseCoopers LLP, which was dismissed as our independent accountants on November 15, 2002. Our change in independent accountants was “previously reported” by us in our Current Reports on Form 8-K filed November 18, 2002 and December 26, 2002, to which we refer you for additional information.

116

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

       The consolidated financial statements and Independent Auditors’ Report and Report of Independent Accountants of Susquehanna Media Co. and Subsidiaries are set forth on the pages listed below:

		Page
Independent Auditors’ Report			F-	2
Report of Independent Accountants			F-	3
Financial Statements			F-	4
	Consolidated Balance Sheets		F-	4
	Consolidated Statements of Operations		F-	5
	Consolidated Statements of Cash Flows		F-	6
	Consolidated Statements of Stockholders’ Equity		F-	7
Notes to Consolidated Financial Statements			F-	8

F-1

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Stockholders of

Susquehanna Media Co.:

      We have audited the accompanying consolidated balance sheet of Susquehanna Media Co. and subsidiaries (the Company) as of December 31, 2002, and the related consolidated statements of operations, stockholders’ equity, and cash flows for the year then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

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

      In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Susquehanna Media Co. and subsidiaries as of December 31, 2002 and the results of their operations and their cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

      As discussed in Note 1 to the consolidated financial statements, the Company changed its method of accounting for goodwill and other intangible assets in 2002.

/s/   KPMG LLP

Lancaster, PA

March 31, 2003

F-2

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Stockholders of

Susquehanna Media Co.:

      In our opinion, the accompanying consolidated balance sheet and related consolidated statements of operations, stockholders’ equity and cash flows present fairly, in all material respects, the financial position of Susquehanna Media Co. and Subsidiaries (Company) at December 31, 2001, and the results of their operations and their cash flows for years ended December 31, 2001 and 2000, in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with 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.

      As discussed in Note 15 to the consolidated financial statements, the Company restated its consolidated financial statements, as of December 31, 2001 and for the years ended December 31, 2001 and 2000, to properly reflect the accounting for launch fees, changes in share values of shares issued under the Susquehanna Radio Corp. Employee Stock Plan, and certain other matters.

/s/   PRICEWATERHOUSECOOPERS LLP

Philadelphia, PA

March 18, 2002, except for Note 15,

for which the date is March 31, 2003

F-3

SUSQUEHANNA MEDIA CO. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

			December 31,
			2002		2001
					(Restated
					Note 15)
			(Dollars in thousands,
			except share data)
ASSETS
Current Assets
	Accounts receivable, less allowance for doubtful accounts of $1,970 in 2002 and $1,990 in 2001		$	49,678	$	44,778
	Deferred income taxes (Note 4)			6,889		2,252
	Current portion of note receivable from Parent (Note 9)			4,422		4,169
	Other current assets			5,212		6,140
		Total Current Assets		66,201		57,339
Property, Plant and Equipment, at cost
	Land			5,772		5,625
	Buildings and improvements			17,205		15,713
	Equipment			258,034		228,419
	Construction-in-progress			11,308		9,674
				292,319		259,431
	Accumulated depreciation and amortization			138,675		118,308
		Property, Plant and Equipment, net		153,644		141,123
Intangible Assets, net (Notes 2, 3 and 5)				387,883		322,006
Note Receivable from Parent (Note 9)				109,641		114,063
Investments and Other Assets (Notes 2, 3, 6 and 9)				29,158		31,194
			$	746,527	$	665,725
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
	Cash overdrafts		$	849	$	2,687
	Current portion of long-term debt (Note 3)			17,032		8,780
	Accounts payable			13,035		8,386
	Accrued interest			2,484		5,291
	Accrued income taxes			9,761		3,155
	Accrued employee-related costs			12,757		11,020
	Accrued franchise and licensing fees			3,676		2,647
	Deferred income			1,022		1,256
	Contract fee payable (Note 5)			10,000		—
	Other accrued expenses			6,536		6,711
		Total Current Liabilities		77,152		49,933
Long-term Debt (Note 3)				504,105		486,325
Radio Employee Stock Plan Liability (Notes 7 and 15)				—		43,321
Other Liabilities (Note 7)				17,172		11,544
Deferred Income Taxes (Note 4)				57,152		43,600
Minority Interests (Notes 7 and 15)				66,887		17,612
Stockholders’ Equity (Notes 3, 7 and 15)
	Preferred stock — Voting, 7% cumulative with par value of $100, 110,000 shares authorized			7,050		7,050
	Common stock — Voting, $1 par value, 1,100,000 shares authorized, issued and outstanding			1,100		1,100
	Retained earnings			15,909		5,240
		Total Stockholders’ Equity		24,059		13,390
			$	746,527	$	665,725

F-4

SUSQUEHANNA MEDIA CO. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

		For the Years Ended December 31,
		2002			2001			2000
					(Restated			(Restated
					Note 15)			Note 15)
		(Dollars in thousands,
		except share data)
Revenues
	Radio	$	216,222		$	198,039		$	220,886
	Cable		122,754			104,758			93,113
	Internet and other		9,670			10,632			6,590
	Total revenues		348,646			313,429			320,589
Operating Expenses
	Operating and programming		131,869			122,668			111,621
	Selling		40,414			39,134			39,107
	General and administrative		68,560			65,328			56,658
	Radio Employee Stock Plan (Notes 7 and 15)		17,065			22,305			19,748
	Depreciation and amortization		29,470			41,839			36,239
	Goodwill impairment loss (Note 5)		5,000			—			—
	Total operating expenses		292,378			291,274			263,373
Operating Income			56,268			22,155			57,216
Other Income (Expense)
	Interest expense		(29,200	)		(37,887	)		(37,523	)
	Interest income from loan to Parent (Note 9)		7,162			6,895			6,696
	Other		(1,406	)		(256	)		(1,474	)
Income (Loss) Before Income Taxes and Minority Interests			32,824			(9,093	)		24,915
Provision for Income Taxes (Note 4)			(17,904	)		(6,416	)		(16,762	)
Income (Loss) Before Minority Interests			14,920			(15,509	)		8,153
Minority Interests (Note 15)			(3,758	)		(1,694	)		(3,839	)
Net Income (Loss) and Comprehensive Income (Loss)			11,162			(17,203	)		4,314
Preferred Dividends Declared			(493	)		(493	)		(493	)
Net Income (Loss) Available for Common Shares		$	10,669		$	(17,696	)	$	3,821

F-5

SUSQUEHANNA MEDIA CO. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

			2002			2001			2000
						(Restated			(Restated
						Note 15)			Note 15)
			(Dollars in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES
	Net income (loss)		$	11,162		$	(17,203	)	$	4,314
	Adjustments to reconcile net income (loss) to net cash provided by operating activities:
		Depreciation and amortization		29,470			41,839			36,239
		Radio Employee Stock Plan		17,065			22,305			19,748
		Cable performance share plan		3,500			6,465			4,912
		Goodwill impairment loss		5,000			—			—
		Minority interests		3,758			1,694			3,839
		Deferred income taxes		8,915			3,252			1,602
		Deferred financing amortization		1,074			1,317			1,183
		Investment write-downs		—			1,500			1,100
		Equity in (income) losses of investees		630			1,135			(342	)
	Changes in assets and liabilities:
		Decrease (increase) in accounts receivable, net		(4,900	)		6,411			(8,171	)
		Increase in other current assets		928			(3,456	)		(302	)
		Increase (decrease) in accounts payable		4,649			(4,472	)		(2,491	)
		Increase (decrease) in accrued interest		(2,807	)		1,718			465
		Change in prepaid/accrued income taxes		6,606			4,183			(1,254	)
		Increase (decrease) in other current liabilities		1,859			(710	)		5,054
		Increase (decrease) in other liabilities		(874	)		976			1,209
		Net cash provided by operating activities		86,035			66,954			67,105
CASH FLOWS FROM INVESTING ACTIVITIES
	Parent’s repayment of note			4,169			4,439			3,297
	Purchase of property, plant and equipment, net			(28,329	)		(31,739	)		(36,913	)
	Acquisitions			(71,539	)		(21,300	)		(125,160	)
	Decrease (increase) in investments, other assets and intangible assets			312			2,462			(4,702	)
	Loan to Parent			—			(14,622	)		—
		Net cash used by investing activities		(95,387	)		(60,760	)		(163,478	)
CASH FLOWS FROM FINANCING ACTIVITIES
	Increase (decrease) in revolving credit borrowings			34,800			(5,700	)		95,100
	Repayment of term loans			(8,750	)		—			—
	Increase (decrease) in cash overdrafts			(1,838	)		2,089			598
	Radio Employee Stock Plan transactions			(14,367	)		(2,090	)		529
	Payments of preferred dividends			(493	)		(493	)		(493	)
		Net cash provided (used) by financing activities		9,352			(6,194	)		95,734
NET DECREASE IN CASH AND CASH EQUIVALENTS				—			—			(639	)
CASH AND CASH EQUIVALENTS, January 1,				—			—			639
CASH AND CASH EQUIVALENTS, December 31,			$	—		$	—		$	—

F-6

SUSQUEHANNA MEDIA CO. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

		Preferred Stock				Common Stock
										Retained			Stockholders’
		Shares		Amounts		Shares		Amounts		Earnings			Equity
										(Restated			(Restated
										Note 15)			Note 15)
		(In thousands)
Balance as of January 1, 2000, as restated			70		7,050		1,100		1,100	$	20,617		$	28,767
	Net income, as restated										4,314			4,314
	Preferred dividends declared										(493	)		(493	)
	Radio Employee Stock Plan, as restated		—		—		—		—		(1,502	)		(1,502	)
Balance as of December 31, 2000			70		7,050		1,100		1,100		22,936			31,086
	Net loss, as restated										(17,203	)		(17,203	)
	Preferred dividends declared		—		—		—		—		(493	)		(493	)
Balance as of December 31, 2001			70		7,050		1,100		1,100		5,240			13,390
	Net income										11,162			11,162
	Preferred dividends declared		—		—		—		—		(493	)		(493	)
Balance as of December 31, 2002			70	$	7,050		1,100	$	1,100	$	15,909		$	24,059

F-7

SUSQUEHANNA MEDIA CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.     Significant Accounting Policies

      Nature of Operations — Susquehanna Media Co. (Media) and its subsidiaries, Susquehanna Radio Corp. (Radio), Susquehanna Cable Co. (Cable), Susquehanna Data Services, Inc. (Internet), Susquehanna Fiber Systems, Inc., Susquehanna ET Investment Inc., and Media PCS Ventures, Inc. (collectively, the Company), are primarily in the businesses of radio broadcasting, cable television services, Internet services and other communications-related services. Susquehanna Fiber Systems, Inc. is a 50% general partner in Susquehanna Adelphia Business Solutions, a competitive access provider.

      Through its subsidiaries, the Company operates radio stations in major U.S. markets and cable television systems in Pennsylvania, Maine, Mississippi, Illinois, and Indiana. Internet services are provided in Pennsylvania, Maine, Illinois and Indiana. Radio advertising, cable television subscriptions, and Internet services account for approximately 62%, 35%, and 3% of 2002 consolidated revenues, respectively. Radio, cable and Internet services revenues were 63%, 33%, and 4% of 2001 consolidated revenues, respectively. Radio, cable and Internet services revenues were 69%, 29%, and 2% of 2000 consolidated revenues, respectively.

      Principles of Consolidation — The consolidated financial statements include the accounts of Media and its subsidiaries. All significant intercompany accounts and transactions are eliminated. All Media common stock is owned by Susquehanna Pfaltzgraff Co. (the Parent).

      Use of Estimates in the Preparation of Financial Statements — The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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 revenue and expenses during the reporting period. Actual results could differ from those estimates.

      Cash and Cash Equivalents — The Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents.

      Credit Risk — The Company’s accounts receivable are largely from consumers and consumer businesses whose ability to pay is subject to changes in general economic conditions. Credit risk is managed through credit and collection controls in the radio and Internet segments and by disconnecting the cable segment’s delinquent subscribers. The allowance for bad debts is determined by using historical experience, payment trends and credit information in the context of existing economic conditions.

      Property, Plant and Equipment — These assets are stated at cost. Depreciation and amortization are computed on the straight-line method for financial statement purposes based on the following estimated useful lives:

Buildings and improvements	10 to 40 years
Equipment	3 to 20 years

      Depreciation expense was approximately $27.7 million, $27.0 million, and $23.1 million for the years ended December 31, 2002, 2001, and 2000, respectively.

      Asset additions and major renovations are capitalized and depreciated over their estimated useful lives. Periodically, asset lives are reviewed and adjusted based on facts and circumstances. Costs for constructing or rebuilding cable transmission and distribution facilities and costs of new cable service installations are capitalized. Costs of maintenance, repairs and minor renovations are charged against income. Gains or losses on dispositions are recognized in the consolidated statement of operations and the related costs and accumulated depreciation are removed from the consolidated balance sheet.

F-8

SUSQUEHANNA MEDIA CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      Valuation of Long-Lived and Indefinite-Lived Intangible Assets — The Company evaluates the recoverability of its long-lived assets including property, plant and equipment and intangible assets subject to amortization whenever events or changes in circumstances suggest the carrying values may not be recoverable. Analyses based on undiscounted cash flows generated by the related operations and appraisals, trends or other indicators of fair value are used in these evaluations. If the asset’s carrying value exceeds the indicated fair value, a loss is recognized for the difference between the fair value and the asset’s carrying value.

      The Company evaluates the recoverability of its indefinite-lived intangible assets and goodwill annually or whenever events or changes in circumstances suggest that the asset may be impaired. The Company performs its annual impairment testing generally one level below its reporting segments. Radio Federal Communications Commission broadcast licenses and goodwill are evaluated at the radio market cluster level, cable franchise values and goodwill are evaluated at the system level and Internet and Other goodwill is evaluated at the segment level. Indefinite-lived intangible assets other than goodwill are generally valued using discounted cash flow analyses, projections, trends, appraisals and multiples evidenced in the reporting units’ businesses. Comparable current market transactions, estimated future operating results, appraisals, trends and other profitability information may also be used in the evaluations. If the carrying value of an asset is greater than its indicated fair value, an impairment charge would be recognized for the difference in values.

      Derivative Financial Instruments — Derivative financial instruments are used solely to limit interest rate exposure on variable rate debt. No derivative financial instruments are held for trading purposes. The Company is not a party to any leveraged instruments. Interest swaps and collars may either be treated as hedges or marked-to-market as elected on a contract-by-contract basis. The Company has entered into interest rate swaps to limit its exposure to interest rate changes on a portion of its variable rate debt. Hedge accounting has not been elected. Variations in fair value are marked-to-market on a current basis and are a component of interest expense in the consolidated statements of operations.

      Disclosures about Fair Value of Financial Instruments — Financial instruments include cash and cash equivalents, investments and long-term debt. The fair value of investments and cash and cash equivalents approximate their carrying values. Floating rate debt is considered fair value. The Senior Subordinated Notes’ fair value is based on market quotations.

      Investments and Other Assets — The Company’s investments of less than 20% in other entities are reported using the cost method of accounting unless the Company has the ability to exercise significant influence over the financial and operating policies of the entity. Where such influence exists, the investee is accounted for using the equity method. Investments in other entities, which are at least 20% and not more than 50% owned, are reported using the equity method.

      Revenues — Radio, cable and Internet revenues are recognized in the period that services are provided. Radio revenues are reported when advertising is aired and when events are held, net of agency commissions. Agency commissions for the years ended December 31, 2002, 2001, and 2000 were $31.2 million, $27.7 million, and $30.8 million, respectively. Cable subscriber revenues are recognized when services are provided. Cable installation revenues are recognized to the extent of direct selling costs incurred. Cable franchise fees, which may be up to 5% of subscriber revenues, must be collected and remitted to franchising authorities. Franchise fees are passed through to subscribers as permitted and are

F-9

SUSQUEHANNA MEDIA CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

included in cable revenues. Internet and other revenues are recognized when services are provided or performed. Media’s revenues were concentrated in the following media markets:

	2002			2001			2000
San Francisco		17	%		18	%		25	%
York, PA		21	%		21	%		18	%
Dallas — Fort Worth		15	%		15	%		14	%

      Interest — Interest paid was $31.7 million, $33.9 million, and $36.8 million for the years ended December 31, 2002, 2001, and 2000, respectively. Interest relating to construction of buildings and equipment is capitalized as part of the related asset’s cost. Approximately $0.0 million, $0.5 million, and $0.9 million of interest was capitalized during the years ended December 31, 2002, 2001 and 2000, respectively.

      Deferred financing costs are included in Investments and Other Assets and are amortized on a straight-line basis over the repayment period of the related debt. The method used does not differ materially from the effective interest method.

      Income Taxes — Income taxes are based on the asset and liability method. Deferred income taxes reflect the future tax consequences of temporary differences between the tax bases of assets and liabilities and their financial reporting balances at each year-end. Changes in enacted tax rates are reflected in the tax provision as they occur.

      Stock-Based Compensation — Compensation expense is recognized in accordance with Statement of Financial Accounting Standard No. 123, “ Stock-Based Compensation” (“SFAS 123”). After April 1, 2002, compensation expense on options is recognized using minimum value. See Note 7 for accounting treatment prior to April 1, 2002.

      Recent Accounting Pronouncements — Statement of Financial Accounting Standards No. 143 “Accounting for Asset Retirement Obligations” (“SFAS 143”) specifies financial and reporting obligations pertaining to the retirement of tangible long-lived assets and associated retirement costs. SFAS 143 is effective for fiscal years beginning after June 15, 2002. The Company does not expect SFAS 143 to have a material effect on its financial position or results of operations.

      Statement of Financial Accounting Standards No. 148 “Accounting for Stock-Based Compensation — Transition and Disclosure” (“SFAS 148”) amends SFAS 123 to provide for alternative methods of transitioning to the fair value method of valuing stock-based compensation. The Company is using the fair value method. As of December 31, 2002, the number and value of stock options granted and outstanding was immaterial.

      Financial Accounting Standards Board Interpretation No. 45, “Guarantor’s Accounting and Requirements for Guarantees, Including Guarantees of Indebtedness of Others” (“FIN 45”), requires a guarantor to disclose its obligations under certain guarantees that it has issued in interim and annual financial statements for guarantees issued or modified after December 31, 2002. For certain guarantees, a guarantor may be required to recognize a liability for the fair value of the obligation at its inception. FIN 45 does not specify an approach for subsequently measuring and recording the change in fair value of the obligation. The interpretation’s disclosure provisions applied to interim or annual financial statements for periods ending after December 15, 2002. The impact of adopting FIN 45 will be based on the nature and terms of guarantees that the Company enters into or modifies in the future.

      In January 2003, the FASB issued Interpretation No. 46, “Consolidation of Variable Interest Entities, an interpretation of ARB No. 51.” This Interpretation addresses the consolidation by business enterprises of variable interest entities as defined in the Interpretation. The Interpretation applies immediately to

F-10

SUSQUEHANNA MEDIA CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

variable interests in variable interest entities created after January 31, 2003, and to variable interests in variable interest entities obtained after January 31, 2003. For enterprises, such as the Company, with a variable interest in a variable interest entity created before February 1, 2003, the Interpretation is applied to the enterprise no later than the end of the first interim or annual reporting period beginning after June 15, 2003. The application of this Interpretation is not expected to have a material effect on the Company’s financial statements. The Interpretation requires certain disclosures in financial statements issued after January 31, 2003 if it is reasonably possible that the Company will consolidate or disclose information about variable interest entities when the Interpretation becomes effective.

2.     Acquisitions and Dispositions

      All acquisitions have been accounted for as purchases. The results of acquired operations were included in the Consolidated Statements of Operations since their acquisition dates.

      On September 30, 2002, Media purchased the assets of Radio Station WYGY-FM from Caron Broadcasting, Inc. for $45.0 million cash. Radio Station WYGY-FM is licensed to Lebanon, Ohio and serves the Cincinnati, Ohio marketplace. Existing credit facilities were utilized for the acquisition. WYGY-FM’s revenues included in the consolidated statement of operations were approximately $1.3 million. WYGY-FM’s operations added approximately $23,000 to consolidated income before income taxes.

      On April 1, 2002, Cable purchased certain assets of Fairbanks Communications, Inc. for $26.7 million cash. The assets served 11,300 subscribers in the Lawrenceburg, Indiana area when acquired. The purchased assets are being integrated into the Midwest system. Existing credit facilities were utilized to finance the acquisition. Cable revenues in the consolidated statement of operations included $3.9 million related to Lawrenceburg. Consolidated income before income taxes includes a $2.4 million loss related to Lawrenceburg. Depreciation for Lawrenceburg was $1.6 million due to significant rebuild activities.

      On August 31, 2001, Cable acquired the assets of River Valley Cable for $8.0 million cash. Existing credit facilities were used to finance the acquisition. The River Valley cable system served 3,800 customers when purchased and is contiguous to the Williamsport, PA cable system. The Company has eliminated the headend and upgraded the cable plant which has been fully integrated into its Williamsport system.

      On May 25, 2001, Radio purchased all of the stock of Sunnyside Communications, Inc. for $3.3 million. Sunnyside Communications, Inc. owns and operates WQKC-FM and WZZB-AM serving Seymour, Indiana and WAVG-AM serving Jeffersonville, Indiana and Louisville, Kentucky. Existing credit facilities were used to finance the acquisition. An unrelated party is operating these stations under a local marketing agreement.

      On February 15, 2001, Radio purchased a forty-percent interest in 1051FM, LLC from Jesscom, Inc. (“Jesscom”) for $10 million cash. Existing credit facilities were used to finance the acquisition. The purchase cost was included in Investments and Other Assets. 1051FM, LLC owned a construction permit to build a Class C-1 radio station with call letters KFME-FM licensed to Garden City, Missouri, which serves the Kansas City market. Under the terms of a joint sales agreement, Radio sells commercial airtime on the station and Jesscom programs and operates the station. Radio is required to pay 1051FM, LLC’s monthly operating expenses and additional fees. Radio has an option to purchase Jesscom’s interest in 1051FM, LLC at fair market value as determined by an independent appraiser (for not less than $15 million and not more than $27 million) during a one year period commencing February 14, 2004. Jesscom began broadcasting operations on June 18, 2001.

      On July 20, 2000, Radio purchased the assets of Kansas City, Missouri radio stations KCMO-AM, KCMO-FM and KCFX-FM for $113.2 million. Radio broadcast rights for the Kansas City Chiefs NFL franchise through the 2002 football season were included in the purchase. The Company’s existing credit facilities were used to finance the acquisition. In the Company’s opinion, it was impracticable to obtain full

F-11

SUSQUEHANNA MEDIA CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

financial statements for the stations acquired because they were not separate business units, certain expenses were not historically allocated and separate balance sheets were not prepared for the acquired stations. Accordingly, no pro forma disclosures are included.

      On October 19, 2000, the Company’s Internet and Other segment purchased the assets of Judd’s Online, Inc., a web development company based in Winchester, Virginia for $8.5 million cash, including approximately $1.6 million in working capital. The Company has integrated its existing web development operations into Judd’s and is marketing the services through an existing subsidiary.

      On September 1, 2000, a Cable subsidiary purchased the assets serving approximately 2,200 cable subscribers in the Montgomery/Collomsville, Pennsylvania area for $3.8 million cash.

      On May 22, 2000, the Company’s Internet and Other segment purchased the assets of Krone Group Inc., a full service marketing communications firm located in Harrisburg, Pennsylvania, for $1.3 million cash.

      For acquisitions occurring after June 30, 2001, Statement of Financial Accounting Standards No. 141, “Business Combinations” (“SFAS 141”) requires an acquisition’s total purchase price to be allocated to the fair value of the assets acquired and the liabilities assumed as of the acquisition date. Independent appraisals were generally utilized to determine and allocate fair values. The Company has allocated the costs of purchased assets, at their fair values as follows (in thousands):

			2002		2001		2000
Radio
	Property, plant and equipment		$	1,091	$	—	$	3,581
	Investments and other assets			—		10,000		—
	Intangible assets			43,862		3,300		109,597
		Total	$	44,953	$	13,300	$	113,178
Cable
	Property, plant and equipment		$	9,365	$	696	$	819
	Intangible assets			17,221		7,304		2,964
		Total	$	26,586	$	8,000	$	3,783
Internet
	Property, plant and equipment		$	—	$	—	$	566
	Intangible assets			—		—		7,633
		Total	$	—	$	—	$	8,199

      Intangible assets related to these acquisitions are expected to be deductible for tax purposes.

F-12

SUSQUEHANNA MEDIA CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

3.     Long-Term Debt

		2002		2001
Long-term debt includes (in thousands):
	8.5% Senior Subordinated Notes	$	150,000	$	150,000
	Term Loan “A”		92,000		100,000
	Term Loan “B”		99,250		100,000
	Revolving Credit Commitment		179,700		144,900
	Other		187		205
			521,137		495,105
	Less amounts payable within one year		17,032		8,780
		$	504,105	$	486,325

      The $150.0 million 8.5% Senior Subordinated Notes are due in November 2009. Interest is payable semi-annually. The Notes’ fair value as of December 31, 2002 is $156.0 million.

      The Company maintains a Senior Secured Credit Facility (“Facility”) with a group of banks. The revolving credit commitment began reducing in 2002 and matures in 2007. The Facility’s term loans began amortizing in 2002 and mature in 2007 and 2008. As of December 31, 2002, the revolving credit commitment’s maximum borrowing was $230 million. The revolving credit commitment and term loans bear interest at the LIBOR rate plus an applicable margin based on certain ratios. The interest rate on the revolving credit commitment was 2.83% and 3.37% at December 31, 2002 and 2001, respectively. The interest rate on Term Loan “A” was 2.79 % and 6.31% and the interest rate on Term Loan “B” was 3.9% and 5.13% at December 31, 2002 and 2001, respectively. Interest is payable quarterly or on maturity of a LIBOR-based tranche. At December 31, 2002, approximately $50.2 million was available for borrowing under the revolving credit commitment. The Facility’s carrying balances are considered to be their fair value.

      The banks hold collateralized interests in certain FCC licenses and stock pledges from shareholders of the Company. The banks are further collateralized by a first lien on all assets (tangible and intangible) of the Company excluding realty and vehicles. The Company must maintain debt coverage and financial ratios at prescribed levels. The Company has further consented to restrict common stock dividends, investment transactions with affiliates, repurchase of subsidiary non-voting stock, ownership changes, sale of assets and incurrence of additional debt.

      Derivative financial instruments are used solely to limit interest rate exposure related to the revolving credit commitment and are not used for trading purposes. The Company has entered into two interest rate swaps totaling $70.0 million notional value, of which $50 million notional value expires in 2003 and $20 million notional value expires in 2005. The effect of these agreements convert the interest rate on $70.0 million of variable rate debt to 5.85% fixed rate debt as of December 31, 2002. The Company has not elected hedge accounting for these contracts. The interest rate swaps were recognized at their $0.7 million and $1.5 million fair value liabilities as a component of accrued interest as of December 31, 2002 and 2001, respectively. Interest swaps increased (decreased) interest expense for the years ended December 31, 2002 and 2001 by ($0.8) million and $1.5 million, respectively.

F-13

SUSQUEHANNA MEDIA CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      The non-current portion of long-term debt matures in the following years (in thousands):

2004	$	60,734
2005		71,037
2006		85,040
2007		89,919
2008		47,375
2009		150,000

4.     Income Taxes

      The provision for income taxes is summarized as follows for the years ended December 31, (in thousands):

			2002			2001			2000
						(Restated			(Restated
						Note 15)			Note 15)
Current
	Federal		$	(7,857	)	$	(2,212	)	$	(14,337	)
	State			(1,132	)		(952	)		(822	)
		Total current		(8,989	)		(3,164	)		(15,159	)
Deferred
	Federal			(7,173	)		(2,588	)		(1,604	)
	State			(1,742	)		(664	)		1
		Total deferred		(8,915	)		(3,252	)		(1,603	)
Provision for Income Taxes			$	(17,904	)	$	(6,416	)	$	(16,762	)

      Income tax payments for the years ended December 31, 2002, 2001, and 2000 were approximately $4.2 million, $1.2 million, and $18.4 million, respectively.

      The Company is included in the consolidated federal income tax return of its Parent. The Company’s tax provision is computed on a separate return basis. Losses of other companies in the consolidated federal return may reduce the Company’s tax payments. As of December 31, 2002 and 2001, the Company’s tax sharing account had a liability balance of approximately $5.6 million and 4.4 million, respectively. The tax sharing account is included in accrued income taxes. The tax sharing account must be paid if a loss member leaves the consolidated tax return group.

      Reconciliations of the difference between the U.S. statutory income tax rate and the Company’s effective book income tax rate follow:

	2002			2001			2000
				(Restated			(Restated
				Note 15)			Note 15)
U.S. statutory rate		35.0	%		35.0	%		35.0	%
State income taxes, net of Federal income tax benefit		5.7			(11.9	)		2.2
Non-deductible charge for Radio Employee Stock Plan		18.2			(84.8	)		27.7
Non-deductible amortization and expenses		0.9			(6.9	)		2.2
Other		(5.3	)		(2.0	)		0.2
Effective book income tax rate		54.5	%		(70.6	)%		67.3	%

F-14

SUSQUEHANNA MEDIA CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      At December 31, 2002 and 2001, deferred tax assets and liabilities resulted from the following temporary differences (in thousands):

		2002		2001
				(Restated
				Note 15)
Deferred tax assets:
	Allowance for doubtful accounts	$	601	$	649
	Investments		433		179
	Self-insured risks		133		177
	Intangible assets		2,605		—
	Pension benefits		120		—
	Deferred income		2,359		1,216
	Liabilities not recognized for tax purposes		383		293
	Tangible assets		827		—
	Stock option benefits/deferred compensation		4,207		2,911
Total deferred tax assets			11,668		5,425
Deferred tax liabilities:
	Pension benefits		2,036		1,847
	Tangible assets		22,709		20,991
	Intangible assets		35,034		21,837
	Investments in partnerships		2,032		1,844
	Other liabilities		120		254
Total deferred tax liabilities			61,931		46,773
Net deferred tax liabilities		$	50,263	$	41,348

F-15

SUSQUEHANNA MEDIA CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

5.     Intangible Assets

      Intangible assets are comprised of the following (in thousands):

			2002		2001
					(Restated
					Note 15)
Indefinite-lived, at carrying value:
	Federal Communications Commission licenses		$	295,379	$	245,960
	Cable franchise values			72,017		59,488
	Goodwill			13,971		14,089
		Subtotal		381,367		319,537
Definite-lived, at cost:
	Cable subscriber lists			10,630		5,365
	Favorable leases			3,348		3,348
	Other			865		396
				14,843		9,109
	Less accumulated amortization			8,327		6,640
		Subtotal		6,516		2,469
			$	387,883	$	322,006

      Definite-lived intangible assets amortize in the following years (in thousands):

2003	$	1,890
2004		1,165
2005		810
2006		615
2007		482
Thereafter		1,554

      Cable subscriber lists are being amortized based on factors supplied by an independent appraiser through 2013. Favorable leases are amortized using the straight-line method over their respective terms. Amortization for the years ended December 31, 2002, 2001, and 2000 was approximately $1.8 million, $14.9 million (restated), and $13.1 million (restated), respectively.

      Prior to adoption of SFAS 142, goodwill and Federal Communications Commission (“FCC”) licenses were amortized over 40 year periods using the straight-line method. Cable franchise values were amortized over 15 years using the straight-line method. Upon adoption of SFAS 142 on January 1, 2002, amortization of FCC licenses, cable franchise values and goodwill ceased. The following pro forma

F-16

SUSQUEHANNA MEDIA CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

financial information for 2001 and 2000 is presented as if SFAS No. 142 was adopted as of January 1, 2000 (amounts in thousands, except per share data):

		2002		2001			2000
				(Restated			(Restated
				Note 15)			Note 15)
Net income (loss):
	As reported	$	11,162	$	(17,203	)	$	4,314
	SFAS No. 142 impact		—		9,165			7,930
	As adjusted	$	11,162	$	(8,038	)	$	12,244

      Changes in the carrying value of goodwill and indefinite-lived intangible assets follow:

Radio Federal Communications Commission Licenses:
	Balance January 1, 2001		$	252,633
		Amortization		(6,673	)
	Balance December 31, 2001			245,960
		Acquisitions		39,419
		Contract fee payable		10,000
	Balance December 31, 2002		$	295,379
Franchise Values:
	Balance January 1, 2001		$	58,297
		Acquisitions		7,304
		Other		117
		Purchase price allocation		(17	)
		Amortization		(6,213	)
Balance December 31, 2001				59,488
	Acquisitions			12,342
	Purchase price allocation			187
Balance December 31, 2002			$	72,017

F-17

SUSQUEHANNA MEDIA CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

			Radio			Cable			Internet & Other			Total
Goodwill:
	Balance January, 1 2001		$	2,045		$	5,945		$	7,485		$	15,475
		Purchase price allocation		—			—			(80	)		(80	)
		Amortization		(81	)		(718	)		(507	)		(1,306	)
	Balance December 31, 2001			1,964			5,227			6,898			14,089
		Acquisitions		4,443			207			—			4,650
		Purchase price allocation		232			—			—			232
		Impairment loss		—			—			(5,000	)		(5,000	)
	Balance December 31, 2002		$	6,639		$	5,434		$	1,898		$	13,971

      Adoption of SFAS 142 reduced amortization by approximately $14.1 million for the year ended December 31, 2002.

      SFAS 142 required the Company to perform a transitional assessment of goodwill and intangible assets with indefinite lives as of January 1, 2002. In order to perform this transitional assessment, Media (1) identified its reporting units, (2) determined the carrying value of each reporting unit, and (3) determined the fair value of each reporting unit using discounted cash flows and other indicators of value. An impairment loss is indicated if an intangible asset’s carrying value exceeds its fair value. After a further review of the $5.0 million goodwill transitional impairment loss previously recognized, the loss was more appropriately reflected as occurring in 2002.

      As required by SFAS 142, the Company evaluated the recoverability of its goodwill and indefinite-lived intangible assets as of December 31, 2002. Based on an impairment assessment of these assets, a $5.0 million Internet goodwill impairment loss was recognized. The Parent’s independent appraisal for ESOP valuation purposes as of December 31, 2002 was utilized in determining the impairment loss. For disclosures related to the consolidated statements of cash flows, the Internet goodwill impairment loss is a non-cash item.

      WHMA-FM was moved from Anniston, Alabama to serve the Atlanta, Georgia metropolitan area based upon a Federal Communications Commission (FCC) Report and Order. The station commenced operations in College Park, Georgia as WWWQ-FM in January 2001. Subsequently, a mutually exclusive applicant filed a Petition for Reconsideration with the FCC that was denied. If a final Report and Order is received on or before May 2003, Media must pay $10.0 million to the former owners in accordance with the original purchase agreement. Management believes that payment is probable and accordingly, $10.0 million has been recognized as additional FCC license cost and as a contract fee payable. Existing credit facilities are likely to be utilized to pay this liability. For purposes of the consolidated statements of cash flows, this transaction was a non-cash item.

6.     Investments and Other Assets

      A subsidiary is a 50% general partner in Susquehanna Adelphia Business Solutions, a competitive access provider. Adelphia’s partner in this partnership has indicated that it is not included in recent bankruptcy filings. As of December 31, 2002, Media’s investments and other assets included $3.9 million related to this partnership. For the years ended December 31, 2002, 2001 and 2000, $0.6 million loss, $1.4 million income, and $1.3 million income were included in the statement of operations, respectively.

      Unamortized deferred financing expenses were $4.8 million at December 31, 2002 and $5.5 million at December 31, 2001.

F-18

SUSQUEHANNA MEDIA CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      Investment losses totaling $1.5 million were recognized during the year ended December 31, 2001 due to management’s judgment that Media’s investments in Radiowave and Etour were not realizable. Investment losses of $1.1 million were recognized during the year ended December 31, 2000. The losses were included in other expense.

7.     Radio Employee Stock Plan and Cable Performance Share Plan

      Radio maintains an Employee Stock Plan (“Plan”) for certain key employees who may purchase Susquehanna Radio Corp. Class “B” non-voting common stock at a formula value set by the Plan. For each share purchased, participants receive an immediately vested option to purchase two additional shares at the same price. Total shares and options offered may not exceed 400,000 shares. Options expire ten years and one month after the grant date. Options awarded may be subject to settlement in cash. Shares are subject to repurchase by Radio, generally at values determined annually by the Plan agreement. Radio has a right of first refusal to purchase outstanding shares and may require a terminated employee to resell outstanding shares at the current formula value. An employee who dies or becomes disabled, who retires on or after the age of 60 or who terminates employment at or after age 60 may require Radio to repurchase outstanding shares. The Plan’s transaction year is April 1 through March 31. Although Radio may modify, suspend, or terminate the Plan at any time, previously offered purchase rights or options are not subject to change.

      Prior to 1996, shares issued and options granted were accounted for using the intrinsic value method prescribed in Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” (APB 25) and Emerging Issues Task Force 87-23. Accordingly, shares issued prior to 1996 were treated as equity instruments and reflected as minority interest on the balance sheet. Options were afforded variable accounting, until the point of exercise.

      In 1996 the Company adopted the measurement and attribution provisions of SFAS No. 123, which requires all shares and options issued after 1995 to be measured based upon the change in formula value each year, with a corresponding charge to operations.

      Option activity in the Radio Employee Stock Plan was as follows:

		Options Outstanding			Option Price
Balance at January 1, 2000			70,032		$	1.26-$18.82
	Exercised		(70,032	)	$	1.26-$18.82
Balance at December 31, 2000 and 2001			—			—
	Granted		2,780		$	170.64
Balance at December 31, 2002			2,780		$	170.64

      On April 10, 2000, Susquehanna Pfaltzgraff Co.’s Board of Directors changed the method of determining the Plan’s share value effective July 1, 2000. Over a period that ended April 1, 2002, Plan share value transitioned from a formula value to a value based upon Susquehanna Pfaltzgraff Co.’s annual independent ESOP valuation (“Appraised Value”). On July 1, 2000, share value was based one-third on Appraised Value and two-thirds on formula value. As of April 1, 2001, share value was based two-thirds on Appraised Value and one-third on formula value. As of April 1, 2002 and thereafter, Plan share value was based on Radio’s Appraised Value.

      The July 1, 2000 change in the method for valuing shares was reconsidered to be a plan modification that subjected shares formerly accounted for under APB 25 to Statement of Financial Accounting Standards No. 123, “Accounting for Stock-Based Compensation” (“SFAS 123”). This plan modification required recognition of a $1.5 million charge to retained earnings on July 1, 2000. As of July 1, 2000, shares formerly accounted for as minority interests were reclassified to a Radio Employee Share Plan

F-19

SUSQUEHANNA MEDIA CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Liability. Increases in share value were previously charged directly against retained earnings. The plan modification required increases in Plan share value to be expensed in the statement of operations until share value equaled fair value. The $19.7 million increase in value of Plan shares as of July 1, 2000, the $22.3 million increase in value of Plan shares as of April 1, 2001 and the $17.1 million increase in value of Plan shares as of April 1, 2002 were recognized as noncash compensation charges in the statement of operations at those dates. These charges were considered to be general and administrative expenses. For purposes of disclosures related to the consolidated statements of cash flows, these transactions were treated as noncash items.

      As of April 1, 2002, Plan shares were reclassified from Radio Share Plan Liability to minority interests. Future increases in Plan share value will be recognized as minority interests in the consolidated statement of operations.

      On June 18, 2002, certain key employees purchased a total of 1,390 newly-issued Plan shares at $170.64 per share. For each share purchased, a fully-vested option was granted to purchase two additional shares at $170.64 per share during a period ending ten years and one month from the purchase date. A $0.3 million compensation expense was recognized in the second quarter related to the sale of stock and grant of options.

      In May 2002, Radio repurchased and retired approximately $14.6 million of Plan shares from retirees and current key employees. Existing credit facilities were used to finance the repurchases. The repurchases were accounted for as acquisition of minority interests. As of December 31, 2002, the total value of these outstanding shares was approximately $51.7 million, which was included in accrued employee-related costs ($6.5 million) and minority interests ($45.2 million).

8.     Cable Performance Share Plan

      The Susquehanna Cable Co. Performance Share Plan is a non-qualified deferred compensation plan for certain key employees. Participants are granted performance share rights that may be purchased by deferring compensation. Cable performance shares are accounted for as stock appreciation rights. On April 10, 2000, the Susquehanna Pfaltzgraff Co. Board of Directors also changed the method of determining performance share value. Performance shares were formerly valued using a formula based on stockholders’ equity and prior earnings.

      Over a period that ended April 1, 2002, performance share value transitioned to a value based upon Susquehanna Pfaltzgraff Co.’s annual independent ESOP valuation (“Appraised Value”). On July 1, 2000, performance share value was based one-third on Appraised Value and two-thirds on the previous formula value. On April 1, 2001, performance share value were based two-thirds on Appraised Value and one-third on the previous formula value. On April 1, 2002 and thereafter, performance share value was based on Cable’s Appraised Value.

      The July 1, 2000 revaluation of Cable’s performance shares resulted in recognition of a $3.0 million compensation expense. On April 1, 2001, the revaluation of performance shares resulted in the recognition of a $4.2 million compensation expense. Based on the ESOP valuation performed as of December 31, 2001, $4.1 million compensation expense was recognized in 2002. The increases in performance shares value were included in general and administrative expenses.

      On June 18, 2002, certain key employees purchased a total of 250 Cable performance shares at $267.91 per share. For each share purchased, a fully-vested option was granted to purchase two additional performance shares at $267.91 per share during a period ending ten years and one month from the purchase date. A $0.1 million compensation expense was recognized related to the sale of performance shares and issuance of performance share options. As of December 31, 2002, 500 unexercised performance share options at $267.91 per performance share were outstanding. The approximately $10.7 million and

F-20

SUSQUEHANNA MEDIA CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

$7.2 million value of performance shares as of December 31, 2002 and 2001, respectively were included in other liabilities.

9.     Employee Benefits

      Most full-time employees participate in an Employee Stock Ownership Plan (ESOP) of the Company’s Parent. ESOP expense of approximately $9.1 million, $9.1 million and $8.3 million, was recognized for the years ended December 31, 2002, 2001 and 2000, respectively.

      Coincident with the ESOP’s 1999 creation, the Company made a $116.9 million twenty-year loan to its Parent at a 6% interest rate. Loan proceeds were used to fund the Parent’s ESOP. Principal and interest payments totaling $10.0 million are receivable annually in December. On July 18, 2001, coincident with a second ESOP transaction, the Company loaned its Parent an additional $14.6 million at a 6.5% interest rate, repayable in 18 annual installments of $1.4 million that commenced in December 2001. On December 30, 2002, 2001 and 2000, the Parent made principal payments of $4.2 million, $4.4 million and $3.3 million, respectively. Due to the Parent-subsidiary relationship, it is impracticable to determine the fair value of these notes.

      Many full-time Company employees are covered by the Parent’s Susquehanna Pfaltzgraff Co. Pension Plan, a noncontributory qualified defined benefit pension plan. Benefits under the Pension Plan are based on employees’ years of service and earnings over part or all of their careers through April 1999, when benefit accruals ceased. The funded status of the Parent’s pension plan at December 31, was as follows (in thousands):

	2002			2001
Benefit obligation, beginning of year	$	26,779		$	25,480
Interest cost		1,887			1,787
Actuarial losses		1,888			726
Benefits paid		(1,236	)		(1,214	)
Benefit obligation, end of year		29,318			26,779
Fair value of plan assets, beginning of year		35,437			38,054
Actual return on plan assets		(4,103	)		(1,403	)
Benefits paid		(1,236	)		(1,214	)
Fair value of plan assets, end of year		30,098			35,437
Excess of fair value of plan assets over benefit obligation at end of year		780			8,658
Unrecognized net actuarial loss		9,298			73
Unrecognized prior service costs		621			665
Prepaid pension cost at December 31,	$	10,699		$	9,396

F-21

SUSQUEHANNA MEDIA CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      The Parent’s pension plan’s net pension costs for the years ended December 31, included the following components (in thousands):

	2002			2001			2000
Service cost	$	210		$	210		$	230
Interest cost		1,887			1,787			1,770
Expected return on plan assets		(3,444	)		(3,297	)		(3,074	)
Amortization of net asset		—			(53	)		—
Amortization of prior service cost		44			44			44
Net periodic pension cost (income)	$	(1,303	)	$	(1,309	)	$	(1,030	)

      Negative pension cost recognized for the years ended December 31, 2002, 2001 and 2000 was $0.5 million, $0.5 million and $0.4 million, respectively. Included in the Company’s investments and other assets are prepaid pension costs of $5.3 million and $4.4 million at December 31, 2002 and 2001.

      The Parent’s funding policy is to make contributions, as required by various regulations, not to exceed the maximum amounts deductible for federal income tax purposes (none in 2002, 2001 or 2000). Plan assets, primarily listed bonds and stocks, are held by independent trustees. The weighted average discount rate used in determining the actuarial present value of projected benefit obligations was 6.75% and 7.00% for 2002 and 2001, respectively. The expected long-term rate of return on Plan assets was 8.75% and 9% for 2002 and 2001, respectively.

      The Parent also sponsors a defined contribution (401k) plan, which covers all full-time employees. The plan matches 75% of the first 2% of salary contributed by a participant. From September 7, 2001 through May 1, 2002, the match was suspended as a cost-savings measure. The Company contributed approximately $0.5 million, $0.6 million, and $0.7 million to this plan for the years ended December 31, 2002, 2001 and 2000, respectively.

10.     Lease Commitments

      Rental expense for operating leases was $6.0 million, $6.1 million, and $5.2 million for the years ended December 31, 2002, 2001, and 2000, respectively.

      Annual aggregate minimum rental commitments under non-cancelable operating leases are as follows (in thousands of dollars):

2003	$	4,539
2004		4,633
2005		4,569
2006		4,255
2007		3,701
2008 and beyond		13,075

F-22

SUSQUEHANNA MEDIA CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

11. Related Parties

      The Company purchases management services, office space and administrative services from related parties, primarily its Parent. Included in general and administrative expenses for the years ended December 31, are charges for (in thousands):

	2002		2001		2000
Management fees	$	6,326	$	5,743	$	4,103
Accounting, internal audit and tax services		955		855		732
Human resources		1,049		957		988
Treasury		366		317		314
Occupancy, vehicle rentals and administrative services		519		870		897
	$	9,215	$	8,742	$	7,034

      Expenses are allocated based on the Parent’s best estimates of proportional or incremental costs, whichever is more representative of costs on a stand-alone basis. In management’s opinion, expenses shown in the financial statements approximate expenses on a stand-alone basis.

      Media owed $0.9 million and $0.8 million to its Parent primarily for uncleared payroll disbursements and invoiced administration expenses as of December 31, 2002 and 2001, respectively. These amounts are paid in the normal course of business.

      Media’s preferred stock is owned by related parties.

      Media purchased the principal offices of its York, Pennsylvania radio stations formerly leased from a related limited partnership for $1.4 million on December 24, 2002. The purchase price was based on an independent appraisal. These facilities were formerly leased at an annual cost of $178,000.

      On June 27, 2001, the Company purchased land and a building located in Indianapolis, Indiana from its Parent for $2,250,000 cash. The purchase price was based on an independent appraisal. These facilities were formerly leased from the Parent at an annual cost of $185,000.

12.     Contingencies and Commitments

      KNBR, Inc., a subsidiary of the Company, is a limited partner in San Francisco Baseball Associates L.P. KNBR, Inc. has entered into a rights agreement that allows radio station KNBR-AM to broadcast Giants’ baseball games through the 2004 baseball season. The agreement requires annual rights payments ranging to $6 million in 2004. KNBR, Inc. expensed rights payment of $5.6 million, $5.4 million, and $5.3 million during the 2002, 2001, and 2000 baseball seasons, respectively.

      On October 26, 2001, the National Football League (NFL) approved a contract extending KCFX-FM’s broadcast rights for the Kansas City Chiefs NFL franchise through the 2006 football season. The contract, which was effective as of August 1, 2001, requires rights payments ranging from $2.0 million for the 2001 football season to $2.4 million for the 2006 football season. Rights payments totaling $2.6 million, $2.0 and $2.2 million were paid and charged against income during 2002, 2001, and 2000, respectively.

      An unrelated cable television Multiple System Operator (MSO) owns a 14.9% interest in Susquehanna Cable Co. and a 17.75% interest in each of Cable’s operating subsidiaries. If the MSO offers to purchase the Company’s interest in its cable television operations, the Company must either accept or reject the offer within sixty days. If the Company rejects the offer, the MSO may require the Company to repurchase the MSO’s holdings at the offer price plus a fee equal to 3% of the MSO’s $25.0 million investment, compounded annually from 1993.

F-23

SUSQUEHANNA MEDIA CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      Through November 12, 2003, the MSO may require the Company to repurchase its ownership interest at a price to be determined by independent appraisers. The “Put Right” may not be exercised if exercise would create default under certain debt agreements. If the “Put Right” is exercised, the Company may, at its sole discretion and in lieu of acquiring the MSO’s ownership interests, sell Cable and pay the MSO its pro rata share of net proceeds. In any event, the MSO must be offered a first right to purchase Cable.

      The Company is involved in litigation and administrative proceedings primarily arising in the normal course of its business. In management’s opinion, the Company’s recovery, if any, or the Company’s liability, if any, under any pending litigation or administrative proceeding would not materially affect its financial condition or operations.

13.     Segments

      The Company’s four main business units have separate management teams and infrastructures that offer different products and services. The business units have been aggregated into three reportable segments: Radio, Cable, and Internet and Other. Internet and Other includes Internet access, hosting, and web creation revenues. Operating income from intersegment revenues are not significant.

      The segments’ accounting policies are the same as those described in the summary of significant accounting policies. The Company evaluates performance based on operating income of the respective business units.

F-24

SUSQUEHANNA MEDIA CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      Segment information for the years ended December 31, 2002, 2001 and 2000 was as follows (in thousands):

							Internet
	Radio			Cable			and Other			Consolidated
For the Year Ended December 31, 2002
Operating income	$	42,617		$	21,082		$	(7,431	)	$	56,268
Interest expense, net		6,272			10,773			12,155			29,200
Radio Employee Stock Plan		17,065			—			—			17,065
Depreciation and amortization		5,745			23,125			600			29,470
Income (loss) before income taxes and minority interests		35,592			10,309			(13,077	)		32,824
Provision for income taxes		(18,477	)		(4,210	)		4,783			(17,904	)
Identifiable assets		400,912			216,996			128,619			746,527
Capital expenditures		5,710			20,902			1,717			28,329
For the Year Ended December 31, 2001 (Restated)
Operating income	$	19,599		$	7,764		$	(5,208	)	$	22,155
Interest expense, net		9,099			11,861			16,927			37,887
Radio Employee Stock Plan		22,305			—			—			22,305
Depreciation and amortization		12,012			28,789			1,038			41,839
Income (loss) before income taxes and minority interests		9,438			(4,096	)		(14,435	)		(9,093	)
Provision for income taxes		(12,409	)		790			5,203			(6,416	)
Identifiable assets		341,999			188,412			135,314			665,725
Capital expenditures		8,539			22,772			428			31,739
For the Year Ended December 31, 2000 (Restated)
Operating income	$	47,486		$	9,205		$	525		$	57,216
Interest expense, net		8,220			14,462			14,841			37,523
Radio Employee Stock Plan		19,748			—			—			19,748
Depreciation and amortization		10,114			25,385			740			36,239
Income (loss) before income taxes, and minority interests		38,051			(5,257	)		(7,879	)		24,915
Provision for income taxes		(20,964	)		1,488			2,714			(16,762	)
Identifiable assets		339,618			185,707			132,017			657,342
Capital expenditures		5,574			30,359			980			36,913

14.     Subsequent Events

      On February 11, 2003, the Company agreed to purchase the assets of WSOX-FM for approximately $23 million. WSOX-FM is an “Oldies” station licensed to Red Lion, Pennsylvania serving the central Pennsylvania area. A closing is expected by third quarter 2003. This acquisition is expected to be funded by cash flows from operations and existing credit facilities.

      Media purchased approximately 34,000 square feet of office space in a building constructed by a related company, at a total cost of approximately $5.0 million in February 2003. Terms of the purchase were no less favorable than terms for unrelated purchasers of office space in the project. Existing credit facilities were utilized to fund the purchase.

15.     Restatements

      The consolidated financial statements as of December 31, 2001 and 2000, and for the years then ended have been restated to: (1) properly reflect the accounting for the changes in share values related to

F-25

SUSQUEHANNA MEDIA CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

the July 1, 2000 plan modification affecting shares issued under the Radio Employees Stock Plan (“Plan”) (Note 7); (2) properly account for payments received from Cable programming suppliers for channel launch support and promotion (“Launch Fees”); (3) depreciate cable distribution system to be rebuilt ratably over the rebuild period as opposed to the prior practice of recognizing a loss at the end of a rebuild project; and (4) recognize additional amortization expense and lease charges. Other reclassifications have been made for presentation purposes.

      The Plan-related restatements are primarily limited to reporting the changes in Plan share values as non-cash expenses, rather than as the direct charges to retained earnings as previously reported. The Plan-related restatements had no effect on cash, assets or cash flows. The Plan-related restatement reduced retained earnings as of January 1, 2000 by $0.2 million and as of July 1, 2000 by $1.5 million, and reduced operating income by $22.3 million and $19.7 million in 2001 and 2000, respectively. Adjustments to minority interests pertain primarily to the Plan-related restatements.

      The Launch Fees-related restatement reduced 2001 and 2000 operating income by approximately $1.7 million and $0.4 million, respectively. Restated Launch Fees also reduced retained earnings as of January 1, 2000 by approximately $0.5 million. For presentation purposes, related selling expense offsets were reclassified as operating and programming expense offsets. Launch Fees were formerly recognized as reductions to marketing expenses based on advertising and marketing efforts for the periods advertising campaigns were run. Launch fees as restated are amortized on a straight-line basis over the related Cable programming contract’s remaining life and recognized as reductions to operating and programming expenses.

      Restatements for depreciation and losses for replacement of cable distribution system decreased operating income by $2.3 million for 2001 and by $2.9 million for 2000. Net income was increased by approximately $1.2 million for 2001 and $0.6 million for 2001. Retained earnings as of January 1, 2000 was reduced by approximately $1.8 million for the effects on prior periods.

      Restatements for amortization and lease costs reduced operating income by approximately $0.5 million for 2001 and $0.3 million for 2000 respectively.

      The effects of the restatements are summarized below (in thousands):

	2001		2001
	(As restated)		(As previously
			reported)
Consolidated Balance Sheet
Property, plant and equipment, net	$	141,123	$	144,123
Intangible assets, net		322,006		316,160
Investments and other assets		31,194		37,397
Radio employee stock plan liability		49,321		—
Other liabilities		11,544		10,994
Deferred income taxes		43,600		45,108
Minority interests		17,612		67,229
Retained earnings		5,240		7,343
Total stockholders’ equity		13,390		15,493

F-26

SUSQUEHANNA MEDIA CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

				2001			2001			2000			2000
				(As restated)			(As previously			(As restated)			(As previously
							reported)						reported)
Consolidated Statements of Operations
	Operating Expenses
		Operating and programming		$	122,668		$	123,336		$	111,621		$	113,633
		Selling			39,134			36,727			39,107			36,710
		General and administrative			65,328			65,015			56,658			56,528
		Radio Employee Stock Plan			22,305			—			19,748			—
		Depreciation and amortization			41,839			39,412			36,239			33,133
			Total Operating Expenses		291,274			268,675			263,373			243,895
	Operating Income				22,155			48,939			57,216			80,585
	Loss on Sale of Assets (cable rebuilds)				—			(4,185	)		—			(3,891	)
	Income (Loss) Before Income Taxes and Minority				(9,093	)		13,506			24,915			44,393
	Interests Provision for Income Taxes				(6,416	)		(6,538	)		(16,762	)		(16,661	)
	Income (Loss) Before Minority Interests				(15,509	)		6,968			8,153			27,732
	Minority Interests				(1,694	)		(2,261	)		(3,839	)		(5,185	)
	Net Income (Loss) and Comprehensive Income (Loss)				(17,203	)		4,707			4,314			22,547

      Restatements affected net income as follows (in thousands of dollars):

	2001			2000
Radio Employee Stock Plan	$	(22,305	)	$	(19,748	)
Cable launch fees		(1,043	)		(245	)
Cable rebuilds		1,159			620
Impact on minority interests		567			1,346
Other		(288	)		(206	)
	$	(21,910	)	$	(18,233	)

      Restatements affected operating income as follows (in thousands of dollars):

	2001			2000
Radio stock plan	$	(22,305	)	$	(19,748	)
Cable rebuilds		(2,285	)		(2,891	)
Launch fees		(1,739	)		(385	)
Others		(455	)		(345	)
	$	(26,784	)	$	(23,369	)

F-27

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 20. Indemnification of Directors and Officers

     The by-laws of Susquehanna Media provide for the indemnification of Susquehanna Media’s directors and officers to the fullest extent permitted by law. Insofar as indemnification for liabilities under the Securities Act may be permitted to directors, officers or controlling persons of Susquehanna Media pursuant to Susquehanna Media’s by-laws and the Delaware General Corporation Law (the “DGCL”), Susquehanna Media is aware that it is the opinion of the SEC that such indemnification is against public policy as expressed in such Act and is therefore unenforceable.

     As permitted by the DGCL, Susquehanna Media’s charter eliminates personal liability of Susquehanna Media’s directors to Susquehanna Media and its stockholders for monetary damages for breaches of fiduciary duty except for (i) any breach of the director’s duty of loyalty to Susquehanna Media or its shareholders; (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) any transaction from which the director derived an improper personal benefit; and (iv) acts covered by Section 174 of the DGCL relating to unlawful dividends or distributions or stock repurchases or redemptions. As a result of these provisions, Susquehanna Media and its stockholders may be unable to obtain monetary damages from a director for breach of his fiduciary duties.

     Susquehanna Media’s by-laws require Susquehanna Media to indemnify directors and officers to the extent permitted under the DGCL. As permitted by the DGCL, the by-laws provide for indemnification of the Company’s directors and officers against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by them in connection with any action, suit or proceeding if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful.

     Susquehanna Pfaltzgraff maintains insurance covering expenditures that may be incurred in connection with the lawful indemnification of the Company’s directors and officers for their liabilities and expenses.

Item 21. Exhibits and Financial Statement Schedules

EXHIBIT
NUMBER	EXHIBIT DESCRIPTION
2	Asset Purchase Agreement, dated May 11, 2000, among Susquehanna Radio Corp. and Entercom Communications Corp., Entercom Kansas City, LLC and Entercom Kansas City License, LLC (incorporated herein by reference from Exhibit 2 to the Company’s Current Report on Form 8-K filed August 2, 2000, file No. 333-80523)
3.1	Certificate of Incorporation of Susquehanna Media Co., as amended (incorporated herein by reference from Exhibit 3.1 to the Company’s Registration Statement on Form S-4, file No. 333-80523)
3.2	By-laws of Susquehanna Media Co. (incorporated herein by reference from Exhibit 3.2 to the Company’s Registration Statement on Form S-4, file No. 333-80523)
4.1	Indenture for the 8-1/2% Senior Subordinated Notes due 2009, dated as of May 12, 1999, between Susquehanna Media Co. and Chase Manhattan Trust Company, National Association, as Trustee (incorporated herein by reference from Exhibit 4.1 to the Company’s Registration Statement on Form S-4, file No. 333-80523)
4.2	Form of Exchange Global Note for 8-1/2% Senior Subordinated Note due 2009 (incorporated herein by reference from Exhibit 4.2 to the Company’s Registration Statement on Form S-4, file No. 333-80523)

II-1

EXHIBIT
NUMBER	EXHIBIT DESCRIPTION
4.3	Form of Exchange Certificated Note for 8-1/2% Senior Subordinated Note due 2009 (incorporated herein by reference from Exhibit 4.3 to the Company’s Registration Statement on Form S-4, file No. 333-80523)
4.4*	Indenture for the 7 3/8% Senior Subordinated Notes due 2013, dated as of April 23, 2003, between Susquehanna Media Co. and J.P. Morgan Trust Company, National Association, as Trustee (the “2013 Notes Indenture”)
4.5*	Form of Exchange Global Note for 7 3/8% Senior Subordinated Note due 2013 (attached as Exhibit C to Exhibit 4.4 to this Registration Statement)
4.6*	Form of Exchange Certificated Note for 7 3/8% Senior Subordinated Note due 2013 (attached as Exhibit D to Exhibit 4.4 to this Registration Statement)
4.7*	Registration Rights Agreement dated April 23, 2003 among Susquehanna Media Co., Banc of America Securities LLC and Wachovia Securities, Inc.
5.1*	Opinion of Hunton & Williams LLP regarding Legality
10.1	$450 million syndicated credit facility arranged by First Union Capital Markets Corp.(incorporated herein by reference from Exhibit 10.1 to the Company’s Registration Statement on Form S-4, file No. 333-80523)
10.1.1	Amendment No. 1 to $450 million syndicated credit facility arranged by First Union Capital Markets Co. (incorporated herein by reference from Exhibit 10.1.1 to the Company’s Current Report on Form 8-K filed April 9, 2003, file No. 333-80523)
10.1.2	Amendment No. 2 to $450 million syndicated credit facility arranged by First Union Capital Markets Co. (incorporated herein by reference from Exhibit 10.1.2 to the Company’s Current Report on Form 8-K filed April 9, 2003, file No. 333-80523)
10.1.3	Amendment No. 3 to $450 million syndicated credit facility arranged by First Union Capital Markets Co. (incorporated herein by reference from Exhibit 10.1.3 to the Company’s Current Report on Form 8-K filed April 9, 2003, file No. 333-80523)
10.1.4	Amendment No. 4 to $450 million syndicated credit facility arranged by First Union Capital Markets Co. (incorporated herein by reference from Exhibit 10.1.4 to the Company’s Current Report on Form 8-K filed April 9, 2003, file No. 333-80523)
10.1.5	Amendment No. 5 to $450 million syndicated credit facility arranged by Wachovia Bank, National Association (successor to First Union National Bank)(incorporated herein by reference from Exhibit 10.1.5 to the Company’s Current Report on Form 8-K filed April 9, 2003, file No. 333-80523)
10.2	Agreement dated November 6, 1992, by and among Lenfest Communications, Inc., Susquehanna Cable Co. and certain subsidiaries of Susquehanna Cable Co., as amended (incorporated herein by reference from Exhibit 10.2 to the Company’s Registration Statement on Form S-4, file No. 333-80523)
10.3	Management Agreement dated May 24, 1993 by and between Susquehanna Pfaltzgraff Co. and Susquehanna Media Co. (incorporated herein by reference from Exhibit 10.3 to the Company’s Registration Statement on Form S-4, file No. 333-80523)
12*	Statement regarding Computation of Ratios of Susquehanna Media Co.
21	List of Subsidiaries of Susquehanna Media Co. (incorporated herein by reference from Exhibit 21 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2002, file No. 333-80523)

II-2

EXHIBIT
NUMBER	EXHIBIT DESCRIPTION
23.1*	Consent of Hunton & Williams LLP (contained in Exhibit 5.1)
23.2*	Consent of KPMG LLP
23.3*	Consents of PricewaterhouseCoopers LLP
24.1*	Power of Attorney (included on the signature page)
25.1*	Statement of Eligibility and Qualification on Form T-1 of J.P. Morgan Trust Company, National Association, as Trustee under the 2013 Notes Indenture
99.1*	Form of Letter of Transmittal
99.2*	Form of Letter to Registered Holders
99.3*	Form of Letter to Clients
99.4*	Form of Notice of Guaranteed Delivery

* Filed herewith.

Item 22. Undertakings

A. The undersigned registrants hereby undertake:

     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 of 1933;

     (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 described in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of the 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 described in the “Calculation of Registration Fee” table in the effective registration statement; and

     (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to the information in this Registration Statement.

     2. That, for the purpose of determining any liability under the Securities Act of 1933, each the post-effective amendment will be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of the securities at that time will 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 have not been exchanged at the termination of this exchange offer.

B. The undersigned registrants hereby undertake that, for purposes of determining any liability under the Securities Act of 1933, each filing of a registrant’s annual report pursuant to Section 13(a) or 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

II-3

securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

C. The undersigned registrants hereby undertake to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

D. The undersigned registrants hereby undertake to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11 or 13 of this form, within one business day of receipt of the request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in the documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

E. 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 the indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against the liabilities (other than the payment by a registrant of expenses incurred or paid by a director, officer or controlling person of that registrant in the successful defense of any action, suit or proceeding) is asserted by the director, officer or controlling person in connection with the securities being registered, that 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 the indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of the issue.

II-4

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrants have duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of York, State of Pennsylvania, on this 2nd day of May 2003.

	SUSQUEHANNA MEDIA CO.
By:	/s/ Peter P. Brubaker Name: Peter P. Brubaker Title: Chief Executive Officer and President

POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints Peter P. Brubaker and Craig W. Bremer, and each of them (with full power to act alone) as true and lawful attorneys-in-fact, and stead, in any and all capacities, to sign any amendments to this registration statement and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact, or their substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

     Pursuant to the requirements of the Securities Act of 1933, this amendment to the registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ William H. Simpson William H. Simpson	Chairman of the Board of Directors	May 2, 2003
/s/ Peter P. Brubaker Peter P. Brubaker	Director, Chief Executive Officer and President	May 2, 2003
/s/ David E. Kennedy David E. Kennedy	Director, Vice President	May 2, 2003
/s/ James D. Munchel James D. Munchel	Director, Vice President	May 2, 2003
/s/ Louis J. Appell, Jr. Louis J. Appell, Jr.	Director	May 2, 2003
/s/ John L. Finlayson John L. Finlayson	Director, Vice President (and principal financial and accounting officer)	May 2, 2003

II-5

EXHIBIT INDEX

EXHIBIT
NUMBER	EXHIBIT DESCRIPTION
2	Asset Purchase Agreement, dated May 11, 2000, among Susquehanna Radio Corp. and Entercom Communications Corp., Entercom Kansas City, LLC and Entercom Kansas City License, LLC (incorporated herein by reference from Exhibit 2 to the Company’s Current Report on Form 8-K filed August 2, 2000, file No. 333-80523)
3.1	Certificate of Incorporation of Susquehanna Media Co., as amended (incorporated herein by reference from Exhibit 3.1 to the Company’s Registration Statement on Form S-4, file No. 333-80523)
3.2	By-laws of Susquehanna Media Co. (incorporated herein by reference from Exhibit 3.2 to the Company’s Registration Statement on Form S-4, file No. 333-80523)
4.1	Indenture for the 8-1/2% Senior Subordinated Notes due 2009, dated as of May 12, 1999, between Susquehanna Media Co. and Chase Manhattan Trust Company, National Association, as Trustee (incorporated herein by reference from Exhibit 4.1 to the Company’s Registration Statement on Form S-4, file No. 333-80523)
4.2	Form of Exchange Global Note for 8-1/2% Senior Subordinated Note due 2009 (incorporated herein by reference from Exhibit 4.2 to the Company’s Registration Statement on Form S-4, file No. 333-80523)
4.3	Form of Exchange Certificated Note for 8-1/2% Senior Subordinated Note due 2009 (incorporated herein by reference from Exhibit 4.3 to the Company’s Registration Statement on Form S-4, file No. 333-80523)
4.4*	Indenture for the 7 3/8% Senior Subordinated Notes due 2013, dated as of April 23, 2003, between Susquehanna Media Co. and J.P. Morgan Trust Company, National Association, as Trustee (the “2013 Notes Indenture”)
4.5*	Form of Exchange Global Note for 7 3/8% Senior Subordinated Note due 2013 (attached as Exhibit C to Exhibit 4.4 to this Registration Statement)
4.6*	Form of Exchange Certificated Note for 7 3/8% Senior Subordinated Note due 2013 (attached as Exhibit D to Exhibit 4.4 to this Registration Statement)
4.7*	Registration Rights Agreement dated April 23, 2003 among Susquehanna Media Co., Banc of America Securities LLC and Wachovia Securities, Inc.
5.1*	Opinion of Hunton & Williams LLP regarding Legality
10.1	$450 million syndicated credit facility arranged by First Union Capital Markets Corp.(incorporated herein by reference from Exhibit 10.1 to the Company’s Registration Statement on Form S-4, file No. 333-80523)
10.1.1	Amendment No. 1 to $450 million syndicated credit facility arranged by First Union Capital Markets Co. (incorporated herein by reference from Exhibit 10.1.1 to the Company’s Current Report on Form 8-K filed April 9, 2003, file No. 333-80523)
10.1.2	Amendment No. 2 to $450 million syndicated credit facility arranged by First Union Capital Markets Co. (incorporated herein by reference from Exhibit 10.1.2 to the Company’s Current Report on Form 8-K filed April 9, 2003, file No. 333-80523)
10.1.3	Amendment No. 3 to $450 million syndicated credit facility arranged by First Union Capital Markets Co. (incorporated herein by reference from Exhibit 10.1.3 to the Company’s Current Report on Form 8-K filed April 9, 2003, file No. 333-80523)
10.1.4	Amendment No. 4 to $450 million syndicated credit facility arranged by First Union Capital Markets Co. (incorporated herein by reference from Exhibit 10.1.4 to the Company’s Current Report on Form 8-K filed April 9, 2003, file No. 333-80523)

II-6

EXHIBIT INDEX

EXHIBIT
NUMBER	EXHIBIT DESCRIPTION
10.1.5	Amendment No. 5 to $450 million syndicated credit facility arranged by Wachovia Bank, National Association (successor to First Union National Bank)(incorporated herein by reference from Exhibit 10.1.5 to the Company’s Current Report on Form 8-K filed April 9, 2003, file No. 333-80523)
10.2	Agreement dated November 6, 1992, by and among Lenfest Communications, Inc., Susquehanna Cable Co. and certain subsidiaries of Susquehanna Cable Co., as amended (incorporated herein by reference from Exhibit 10.2 to the Company’s Registration Statement on Form S-4, file No. 333-80523)
10.3	Management Agreement dated May 24, 1993 by and between Susquehanna Pfaltzgraff Co. and Susquehanna Media Co. (incorporated herein by reference from Exhibit 10.3 to the Company’s Registration Statement on Form S-4, file No. 333-80523)
12*	Statement regarding Computation of Ratios of Susquehanna Media Co.
21	List of Subsidiaries of Susquehanna Media Co. (incorporated herein by reference from Exhibit 21 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2002, file No. 333-80523)
23.1*	Consent of Hunton & Williams LLP (contained in Exhibit 5.1)
23.2*	Consent of KPMG LLP
23.3*	Consents of PricewaterhouseCoopers LLP
24.1*	Power of Attorney (included on the signature page)
25.1*	Statement of Eligibility and Qualification on Form T-1 of J.P. Morgan Trust Company, National Association, as Trustee under the 2013 Notes Indenture
99.1*	Form of Letter of Transmittal
99.2*	Form of Letter to Registered Holders
99.3*	Form of Letter to Clients
99.4*	Form of Notice of Guaranteed Delivery

* Filed herewith.

II-7 EX-4.4 3 g82127exv4w4.htm EX-4.4 INDENTURE FOR 7 3/8% SENIOR SUB. NOTES

EXHIBIT 4.4

SUSQUEHANNA MEDIA CO.

Issuer

7 3/8% Senior Subordinated Notes due 2013

INDENTURE

Dated as of April 23, 2003

J.P. MORGAN TRUST COMPANY,
NATIONAL ASSOCIATION

Trustee

CROSS-REFERENCE TABLE

TIA Section	Indenture Section
310(a)(1)		7.10
(a)(2)		7.10
(a)(3)		N.A.
(a)(4)		N.A.
310(a)(5)		7.10
(b)		7.08; 7.10
(c)		N.A.
311(a)		7.11
(b)		7.11
(c)		N.A.
312(a)		2.05
(b)		13.03
(c)		13.03
313(a)		7.06
(b)(1)		N.A.
(b)(2)		7.06
(c)		13.02
(d)		7.06
314(a)		4.07;13.02
(b)		N.A.
(c)(1)		13.04
(c)(2)		13.04
(c)(3)		N.A.
(d)		N.A.
(e)		13.05
(f)		4.11
315(a)		7.01
(b)		7.05; 13.02
(c)		7.01
(d)		7.01
(e)		6.11
316(a)(last sentence)		13.06
(a)(1)(A)		6.05
(a)(1)(B)		6.04
(a)(2)		N.A.
(b)		6.07
316(c)		9.04
317(a)(1)		6.08
(a)(2)		6.09
(b)		2.04
318(a)		13.01

N.A. means Not Applicable.

Note: This Cross-Reference Table shall not, for any purpose, be deemed to be part of this Indenture.

TABLE OF CONTENTS

ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE		1
	SECTION 1.01. Definitions	1
	SECTION 1.02. Incorporation by Reference of Trust Indenture Act	22
	SECTION 1.03. Rules of Construction	22
ARTICLE 2 THE NOTES		23
	SECTION 2.01. Form and Dating	23
	SECTION 2.02. Execution and Authentication	27
	SECTION 2.03. Registrar and Paying Agent	28
	SECTION 2.04. Paying Agent To Hold Money in Trust	29
	SECTION 2.05 Holder Lists	29
	SECTION 2.06. Global Notes	29
	SECTION 2.07. Transfer and Exchange	30
	SECTION 2.08. Replacement Notes	38
	SECTION 2.09. Outstanding Notes	38
	SECTION 2.10. Temporary Notes	38
	SECTION 2.11. Cancellation	39
	SECTION 2.12. Payment of Interest, Interest Rights Preserved	39
	SECTION 2.13 Add-On Notes	40
	SECTION 2.14 CUSIP or ISIN Numbers	40
	SECTION 2.15. Transfers,etc.	41
ARTICLE 3 REDEMPTION		41
	SECTION 3.01. Notices to Trustee	41
	SECTION 3.02. Selection of Notes To Be Redeemed	41
	SECTION 3.03. Notice of Redemption	41
	SECTION 3.04. Effect of Notice of Redemption	42
	SECTION 3.05. Deposit of Redemption Price	42
	SECTION 3.06. Notes Redeemed in Part	43
ARTICLE 4 COVENANTS		43
	SECTION 4.01. Payment of Notes	43
	SECTION 4.02. Maintenance of Office or Agency	43

i

	SECTION 4.03. Money for the Notes to be Held in Trust	44
	SECTION 4.04. Corporate Existence	44
	SECTION 4.05. Maintenance of Property	44
	SECTION 4.06. Payment of Taxes and Other Claims	45
	SECTION 4.07. SEC and Other Reports	45
	SECTION 4.08. Limitation on Indebtedness	45
	SECTION 4.09. Limitation on Restricted Payments	46
	SECTION 4.10. Limitation on Restrictions on Distributions from Restricted Subsidiaries	47
	SECTION 4.11. Limitation on Sales of Assets and Subsidiary Stock	49
	SECTION 4.12. Limitation on Affiliate Transactions	52
	SECTION 4.13. Limitation on the Sale or Issuance of Capital Stock of Restricted Subsidiaries	53
	SECTION 4.14. Change of Control	54
	SECTION 4.15. Limitation on Liens	57
	SECTION 4.16. Limitation on Layered Indebtedness	57
	SECTION 4.17. Compliance Certificate	57
	SECTION 4.18. Waiver of Stay, Extension or Usury Laws	58
	SECTION 4.19. Investment Company Act	58
	SECTION 4.20. Limitation on Conduct of Business	58
	SECTION 4.21. Guarantees of Certain Indebtedness	58
	SECTION 4.22. Further Instruments and Acts	58
ARTICLE 5 SUCCESSOR COMPANY		58
	SECTION 5.01. When Issuer May Merge or Transfer Assets	58
ARTICLE 6 DEFAULTS AND REMEDIES		60
	SECTION 6.01. Events of Default	60
	SECTION 6.02. Acceleration	61
	SECTION 6.03. Other Remedies	62
	SECTION 6.04. Waiver of Past Defaults	62
	SECTION 6.05. Control by Majority	62
	SECTION 6.06. Limitation on Suits	63
	SECTION 6.07. Rights of Holders To Receive Payment	63

ii

	SECTION 6.08. Collection Suit by Trustee	63
	SECTION 6.09. Trustee May File Proofs of Claim	63
	SECTION 6.10. Priorities	64
	SECTION 6.11. Undertaking for Costs	64
	SECTION 6.12. Waiver of Stay or Extension Laws	64
ARTICLE 7 TRUSTEE		65
	SECTION 7.01. Duties of Trustee	65
	SECTION 7.02. Rights of Trustee	66
	SECTION 7.03. Individual Rights of Trustee	66
	SECTION 7.04. Trustee’s Disclaimer	67
	SECTION 7.05. Notice of Defaults	67
	SECTION 7.06. Reports by Trustee to Holders	67
	SECTION 7.07. Compensation and Indemnity	67
	SECTION 7.08. Replacement of Trustee	68
	SECTION 7.09. Successor Trustee by Merger	69
	SECTION 7.10. Eligibility;Disqualification	69
	SECTION 7.11. Preferential Collection of Claims Against Issuer	69
	SECTION 7.12. Trustee’s Application for Instructions from the Issuer	70
ARTICLE 8 DISCHARGE OF INDENTURE; DEFEASANCE		70
	SECTION 8.01. Discharge of Liability on Notes;Defeasance	70
	SECTION 8.02. Conditions to Defeasance	71
	SECTION 8.03. Application of Trust Money	73
	SECTION 8.04. Repayment to Issuer	73
	SECTION 8.05. Indemnity for Government Obligation	73
	SECTION 8.06. Reinstatement	73
ARTICLE 9 AMENDMENTS		73
	SECTION 9.01. Without Consent of Holders	73
	SECTION 9.02. With Consent of Holders	74
	SECTION 9.03. Compliance with Trust Indenture Act	75
	SECTION 9.04. Revocation and Effect of Consents and Waivers	75
	SECTION 9.05. Notation on or Exchange of Notes	76

iii

	SECTION 9.06. Trustee To Sign Amendments	76
	SECTION 9.07. Payment for Consent	76
ARTICLE 10 SUBORDINATION OF THE NOTES		76
	SECTION 10.01. Agreement To Subordinate	76
	SECTION 10.02. Liquidation, Dissolution,Bankruptcy	76
	SECTION 10.03. Default on Senior Indebtedness of the Issuer	77
	SECTION 10.04. Acceleration of Payment of Notes	78
	SECTION 10.05. When Distribution Must Be Paid Over	78
	SECTION 10.06. Subrogation	78
	SECTION 10.07. Relative Right	78
	SECTION 10.08. Subordination May Not Be Impaired by Issuer	78
	SECTION 10.09. Rights of Trustee and Paying Agent	78
	SECTION 10.10. Distribution or Notice to Representative	79
	SECTION 10.11. Article 10 Not To Prevent Events of Default or Limit Right To Accelerate	79
	SECTION 10.12. Trust Moneys Not Subordinated	79
	SECTION 10.13. Trustee Entitled To Rely	79
	SECTION 10.14. Trustee To Effectuate Subordination	80
	SECTION 10.15. Trustee Not Fiduciary for Holders of Senior Indebtedness	80
	SECTION 10.16. Reliance by Holders of Senior Indebtedness on Subordination Provisions	80
ARTICLE 11 GUARANTEES; RELEASE OF GUARANTEES; ADDITIONAL GUARANTEES		80
	SECTION 11.01. Guarantees	80
	SECTION 11.02. Successors and Assigns	82
	SECTION 11.03. No Waiver	82
	SECTION 11.04. Modification	82
	SECTION 11.05. Limitation of Guarantor’s Liability	82
	SECTION 11.06. Release of Guarantees	83
ARTICLE 12 SUBORDINATION OF THE GUARANTEES		83
	SECTION 12.01. Agreement To Subordinate	83
	SECTION 12.02. Liquidation, Dissolution,Bankruptcy	83

iv

	SECTION 12.03. Default on Senior Indebtedness of Guarantor	84
	SECTION 12.04. Demand for Payment	85
	SECTION 12.05. When Distribution Must Be Paid Over	85
	SECTION 12.06. Subrogation	85
	SECTION 12.07. Relative Rights	85
	SECTION 12.08. Subordination May Not Be Impaired by Guarantor	85
	SECTION 12.09. Rights of Trustee and Paying Agent	85
	SECTION 12.10. Distribution or Notice to Representative	86
	SECTION 12.11. Article 12 Not To Prevent Defaults Under the Guarantees or Limit Right To Demand Payment	86
	SECTION 12.12. Trustee Entitled To Rely	86
	SECTION 12.13. Trustee To Effectuate Subordination	86
	SECTION 12.14. Trustee Not Fiduciary for Holders of Senior Indebtedness of Guarantors	87
	SECTION 12.15. Reliance by Holders of Senior Indebtedness on Subordination Provisions	87
ARTICLE 13 MISCELLANEOUS		87
	SECTION 13.01. Trust Indenture Act Controls	87
	SECTION 13.02. Notices	87
	SECTION 13.03. Communication by Holders with Other Holders	88
	SECTION 13.04. Certificate and Opinion as to Conditions Precedent	88
	SECTION 13.05. Statements Required in Certificate or Opinion	88
	SECTION 13.06. When Notes Disregarded	89
	SECTION 13.07. Rules by Trustee, Paying Agent and Registrar	89
	SECTION 13.08. Legal Holidays	89
	SECTION 13.09. Governing Law	89
	SECTION 13.10. No Recourse Against Others	90
	SECTION 13.11. Successors, Assigns and Transferees	90
	SECTION 13.12. Multiple Originals	90
	SECTION 13.13. Table of Contents,Headings	90
	SECTION 13.14. Severability	90
	SECTION 13.15. Further Instruments and Acts	90

v

EXHIBITS

Exhibit A	- -	Form of Initial Global Note
Exhibit B	- -	Form of Initial Certificated Note
Exhibit C	- -	Form of Exchange Global Note
Exhibit D	- -	Form of Exchange Certificated Note
Exhibit E	- -	Form of Transfer Certificate For Transfer to a QIB
Exhibit F	- -	Form of Transfer Certificate for Transfer to an Institutional Accredited Investor
Exhibit G	- -	Form of Investment Letter for Institutional Accredited Investors
Exhibit H	- -	Form of Transfer Certificate for Transfer to a Non-U.S. Person
Exhibit I	- -	Form of Investment Letter for Regulation S Purchasers
Exhibit J	- -	Form of Registration Rights Agreement

vi

INDENTURE

     INDENTURE dated as of April 23, 2003, between Susquehanna Media Co., a Delaware corporation (the “Issuer”), and J.P. Morgan Trust Company, National Association, a national banking association (the “Trustee”).

RECITALS

     Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the holders (the “Holders” or “Noteholders”) of: (i) the Issuer’s 7 3/8% Senior Subordinated Notes due 2013 being issued on the date hereof, (ii) any Add-On Notes (as hereinafter defined) that may be issued, from time to time, after the date hereof (all such securities in clauses (i) and (ii) being referred to collectively as “Initial Notes”) and (iii) if and when issued in exchange for Initial Notes as provided in the Registration Rights Agreement or a similar agreement relating to Add-On Notes, the Issuer’s registered 7 3/8% Senior Subordinated Notes due 2013 (the “Exchange Notes”, and together with the Initial Notes, the “Notes”).

ARTICLE 1

DEFINITIONS AND INCORPORATION BY REFERENCE

     SECTION 1.01. Definitions.

     “Acquired Indebtedness” means, with respect to any Person, (i) any Indebtedness or Disqualified Stock of any other Person existing at the time such other Person is merged with or into or becomes a Restricted Subsidiary of such specified Person, including Indebtedness incurred in connection with, or in contemplation of, such other Person merging with or into or becoming a Restricted Subsidiary of such specified Person, and (ii) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person, and in either case for purposes of this Indenture such Indebtedness shall be deemed to be incurred by such specified Person at the time such other Person is merged with or into or becomes a Restricted Subsidiary of such specified Person or at the time such asset is acquired by such specified Person, as the case may be.

     “Add-On Notes” has the meaning assigned to it in Section 2.13.

     “Affiliate” of any specified Person means any other Person, directly or indirectly, controlling or controlled by or under direct or indirect common control with such specified Person, including any director or executive officer of such specified Person. For the purposes of this definition, “control” (including with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), when used with respect to any Person, means (i) the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, or (ii) the beneficial ownership of 10% or more of the total voting power of the Voting Stock (on a Fully Diluted basis) of such Person.

     “Affiliate Transaction” has the meaning assigned to it in Section 4.12.

     “Agent Members” has the meaning assigned to it in Section 2.06(a).

     “Asset Acquisition” means (i) an Investment by the Issuer or any Restricted Subsidiary in any other Person pursuant to which such Person shall be merged with or into the Issuer or any Restricted Subsidiary, or (ii) the acquisition by the Issuer or any Restricted Subsidiary of the assets of any Person (other than a Subsidiary of the Issuer) which constitutes all or substantially all of the assets of such Person or comprises any division or line of business of such Person or any other properties or assets of such Person other than in the ordinary course of business.

     “Asset Sale” means any direct or indirect sale, issuance, conveyance, lease, assignment, transfer or other disposition for value (including, without limitation, pursuant to any amalgamation, merger or consolidation or pursuant to any sale and leaseback transaction) by the Issuer or by any of its Restricted Subsidiaries to any Person other than the Issuer or any of its Restricted Subsidiaries (any such transaction, a “disposition”) of (i) any of the stock of any of the Issuer’s Subsidiaries, (ii) substantially all of the assets of any division or line of business of the Issuer or of any of its Subsidiaries, or (iii) any other assets (whether tangible or intangible) of the Issuer or of any of its Subsidiaries; excluding (a) any disposition of Cash Equivalents or inventory in the ordinary course of business or obsolete equipment in the ordinary course of business consistent with past practices of the Issuer or any of its Subsidiaries or the lease or sublease of any real or personal property in the ordinary course of business, (b) dispositions of stock or assets the aggregate value of which does not exceed $1,000,000 less the aggregate value of all other dispositions of stock or assets made subsequent to the Issue Date pursuant to this clause (b), (c) exchanges of properties or assets for other properties or assets, excluding cash or Cash Equivalents but including the Capital Stock of a Person if, as a result of such exchange, such Person becomes a Restricted Subsidiary; provided, that the property or assets so acquired, or the property or assets of the Person the Capital Stock of which is so acquired (1) are used in a Related Business and (2) have a fair market value at least equal to the fair market value of the assets or properties being exchanged (as evidenced by a resolution of the Issuer’s Board of Directors) and (d) for purposes of Section 4.11 only, a disposition made in accordance with Section 4.09.

     “Asset Sale Offer” has the meaning assigned to it in Section 4.11.

     “Asset Sale Offer Amount” has the meaning assigned to it in Section 4.11.

     “Asset Sale Purchase Date” has the meaning assigned to it in Section 4.11.

     “Bankruptcy Law” means Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect, or any successor statute or any other United States federal, state or local law or the law of any other jurisdiction relating to bankruptcy, insolvency, winding up, liquidation, reorganization or relief of debtors, whether in effect on the date hereof or hereafter.

     “Blockage Notice” has the meaning assigned to it in Section 10.03.

2

     “Board of Directors” means, as the context requires, the Board of Directors or comparable governing body of the Issuer or the applicable Restricted Subsidiary, as the case may be, or any committee thereof duly authorized to act on behalf of such Board. In the case of a partnership or limited liability company, the comparable governing body shall be partners or members of such partnership or limited liability company or such other body as may be duly authorized by such partners or members generally to manage the business and affairs of the partnership or limited liability company.

     “Board Resolution” means a copy of a resolution certified pursuant to an Officers’ Certificate to have been duly adopted by the Board of Directors of the Issuer or a Guarantor, as appropriate, and to be in full force and effect, and delivered to the Trustee.

     “Business Day” means any day excluding Saturday, Sunday and any day which is a legal holiday under the laws of New York, New York or is a day on which banking institutions therein or banking institutions located in the city in which the Corporate Trust Office is located are authorized or required by law or other governmental action to close.

     “Capital Stock” of any Person means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) the equity of such Person, including any Preferred Stock, but excluding any debt securities convertible into such equity.

     “Capitalized Lease Obligation” means, as to any Person, the obligations of such Person under a lease that are required to be capitalized and accounted for as capital lease obligations under GAAP and, for purposes of this definition, the amount of such obligations at any date shall be the capitalized amount of such obligations at such date, determined in accordance with GAAP.

     “Cash Equivalents” means (i) marketable direct obligations issued or unconditionally guaranteed by the United States Government or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within one year from the date of acquisition thereof, (ii) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof maturing within one year from the date of acquisition thereof and, at the time of acquisition, having the highest rating obtainable from either S&P or Moody’s, (iii) commercial paper maturing no more than one year from the date of creation thereof and, at the time of acquisition, having the highest rating obtainable from either S&P’s or Moody’s, (iv) certificates of deposit or bankers’ acceptances maturing within one year from the date of acquisition thereof issued by any commercial bank organized under the laws of the United States of America or any state thereof or the District of Columbia that (a) is at least “adequately capitalized” (as defined in the regulations of its primary Federal banking regulator) and (b) has Tier 1 capital (as defined in such regulations) of not less than $100,000,000, (v) shares of any money market mutual fund that (a) has its assets invested continuously in the types of investments referred to in clauses (i) and (ii) above, (b) has net assets of not less than $500,000,000, and (c) has the highest rating obtainable from either S&P’s or Moody’s, and (vi) repurchase agreements with respect to, and

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which are fully secured by a perfected security interest in, obligations of a type described in clause (i) or clause (ii) above and are with any commercial bank described in clause (iv) above.

     “Certificated Notes” means Notes in certificated form.

     “Change of Control” has the meaning assigned to it in Section 4.14.

     “Change of Control Offer” has the meaning assigned to it in Section 4.14.

     “Change of Control Payment Date” has the meaning assigned to it in Section 4.14.

     “Change of Control Purchase Price” has the meaning assigned to it in Section 4.14.

     “Consolidated EBITDA” means, with respect to the Issuer for any period, without duplication, (i) the sum of (a) Consolidated Net Income and (b) to the extent Consolidated Net Income has been reduced thereby, (1) all income taxes of the Issuer and its Restricted Subsidiaries paid or accrued in accordance with GAAP for such period (other than income taxes attributable to extraordinary, unusual or nonrecurring gains or losses or taxes attributable to sales or dispositions outside the ordinary course of business), (2) Consolidated Interest Expense, (3) Consolidated Non-Cash Charges less any non-cash items increasing Consolidated Net Income for such period, (4) minority interests and (5) ESOP Expense, less (ii) to the extent Consolidated Net Income has been increased thereby, the interest income received by the Issuer as a result of the repayment of the ESOP Loans, all as determined on a consolidated basis for the Issuer and its Restricted Subsidiaries in accordance with GAAP.

     “Consolidated Interest Expense” means, with respect to the Issuer for any period, the sum without duplication of: (i) the aggregate of all cash and non-cash interest expense (minus amortization or write-off of deferred financing costs included in cash or non-cash interest expense) of the Issuer and its Restricted Subsidiaries for such period determined on a consolidated basis in accordance with GAAP, including (a) any amortization of debt discount, (b) the net costs under Interest Rate Protection Agreements, (c) all capitalized interest and (d) the interest portion of any deferred payment obligation, and (ii) the interest component of Capitalized Lease Obligations paid, accrued and/or scheduled to be paid or accrued by the Issuer and its Restricted Subsidiaries during such period as determined on a consolidated basis in accordance with GAAP.

     “Consolidated Leverage Ratio” means, as of any date of determination, the ratio of (i) the sum of the aggregate outstanding amount of Indebtedness of the Issuer and its Restricted Subsidiaries as of the date of calculation as determined on a consolidated basis in accordance with GAAP to (ii) Consolidated EBITDA of the Issuer during the four full fiscal quarters ending on or prior to the date of the transaction giving rise to the need to calculate the Consolidated Leverage Ratio. For purposes of this definition, Consolidated Leverage Ratio will be calculated after giving effect on a pro forma basis for the period of such calculation to (A) the incurrence or repayment of any Indebtedness of the Issuer or any of its Restricted Subsidiaries giving rise to the need to make such calculation and any incurrence or repayment of other Indebtedness, other than the incurrence or repayment of Indebtedness in the ordinary course of business for working

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capital purposes, occurring during the four quarter period or at any time subsequent to the last day of the four quarter period and on or prior to the date of determination, as if such incurrence or repayment occurred on the first day of the four quarter period and (B) any Asset Sales or Asset Acquisitions (including any Asset Acquisition giving rise to the need to make such calculation as a result of the Issuer or one of its Restricted Subsidiaries (including any Person who becomes a Restricted Subsidiary as a result of such Asset Acquisition) incurring or otherwise becoming liable for Acquired Indebtedness) occurring during the four quarter period or at any time subsequent to the last day of the four quarter period and on or prior to the transaction date, as if such Asset Sale or Asset Acquisition (including the incurrence, assumption or liability for any Acquired Indebtedness and also including any Consolidated EBITDA associated with such Asset Acquisition) occurred on the first day of the four quarter period. If the Issuer or any of its Restricted Subsidiaries guarantees Indebtedness of a third Person, the preceding sentence will give effect to the incurrence of such guaranteed Indebtedness as if the Issuer or such Restricted Subsidiary, as the case may be, had directly incurred such guaranteed Indebtedness. Furthermore, in calculating Consolidated Interest Expense for the purposes of the calculation of Consolidated EBITDA, (X) interest on Indebtedness determined on a fluctuating basis as of the date of determination (including Indebtedness actually incurred on the date of the transaction giving rise to the need to calculate the Consolidated Leverage Ratio) and which will continue to be so determined thereafter shall be deemed to have accrued at a fixed rate per annum equal to the rate of interest on such Indebtedness as in effect on the date of determination and (Y) notwithstanding (X) above, interest determined on a fluctuating basis, to the extent such interest is covered by Interest Rate Protection Agreements, shall be deemed to accrue at the rate per annum resulting after giving effect to the operation of such agreements.

     “Consolidated Net Income” means, for any period, the aggregate net income (or loss) of the Issuer and its Restricted Subsidiaries for such period on a consolidated basis, determined in accordance with GAAP; provided, that there shall be excluded therefrom (i) after-tax gains and losses from Asset Sales or abandonment or reserves relating thereto, (ii) items classified as extraordinary, nonrecurring or unusual gains, losses or charges, and the related tax effects, each determined in accordance with GAAP, (iii) the net income of any Person acquired in a “pooling of interests” transaction accrued prior to the date it becomes a Restricted Subsidiary of the Issuer or is merged or consolidated with the Issuer or any Restricted Subsidiary of the Issuer, (iv) the net income (but not loss) of any Restricted Subsidiary of the Issuer to the extent that the declaration of dividends, the making of intercompany loans or similar payments by that Restricted Subsidiary of that income is restricted by a contract, operation of law or otherwise, (v) the net income of any Person, other than a Restricted Subsidiary of the Issuer, except to the extent of cash dividends or distributions paid to the Issuer or to a Restricted Subsidiary of the Issuer by such Person, (vi) any restoration to income of any contingency reserve, except to the extent that provision for such reserve was made out of Consolidated Net Income accrued at any time after December 31, 1998, (vii) income or loss attributable to discontinued operations (including operations disposed of during such period whether or not such operations were classified as discontinued), and (viii) in the case of a successor to the Issuer by consolidation or merger or as a transferee of the Issuer’s assets, any earnings of the successor corporation prior to such consolidation, merger or transfer of assets.

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     “Consolidated Net Worth” means the total of the amounts shown on the balance sheet of the Issuer and its consolidated Restricted Subsidiaries, determined on a consolidated basis in accordance with GAAP, as of the end of the most recent fiscal quarter of the Issuer ending at least forty-five (45) days prior to the taking of any action for the purpose of which the determination is being made, as (i) the par or stated value of all outstanding Capital Stock of the Issuer plus (ii) paid-in capital or capital surplus relating to such Capital Stock plus (iii) any retained earnings or earned surplus less (a) any accumulated deficit and (b) any amounts attributable to Disqualified Stock.

     “Consolidated Non-Cash Charges” means with respect to the Issuer, for any period, the aggregate depreciation, amortization and other non-cash expenses (excluding any non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period) of the Issuer and its Restricted Subsidiaries reducing Consolidated Net Income of the Issuer for such period, determined on a consolidated basis in accordance with GAAP.

     “Corporate Trust Office” means the office of the Trustee at which at any particular time this Indenture shall be principally administered, which office is, at the date of execution of this Indenture, One Liberty Place, 1650 Market Street, Suite 5210, Philadelphia, PA 19103, Attention: Capital Markets Institutional Trust Services (Susquehanna Media Co. 7 3/8% Senior Subordinated Notes due 2013).

     “Custodian” means any receiver, trustee, assignee, liquidator, custodian or similar official under any Bankruptcy Law.

     “Default” means any event which is, or after notice or passage of time or both would be, an Event of Default.

     “Defaulted Interest” has the meaning set forth in Section 2.12 hereof.

     “Depositary” means The Depository Trust Company, its nominees, and their respective successors.

     “Designated Senior Indebtedness” means, in respect of the Issuer, all obligations under or arising out of the Senior Credit Facility and any other Senior Indebtedness of the Issuer which, at the date of determination, has an aggregate principal amount outstanding of, or under which, at the date of determination, the holders thereof are committed to lend up to, at least $5,000,000 and is specifically designated by the Issuer in the instrument evidencing or governing such Senior Indebtedness as “Designated Senior Indebtedness” and, in respect of any Guarantor, any Guarantee by such Guarantor of Designated Senior Indebtedness of the Issuer.

     “Disqualified Stock” means, with respect to any Person, any Capital Stock which by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable) or upon the happening of any event (i) matures or is mandatorily redeemable for any reason, (ii) is convertible or exchangeable for Indebtedness or Disqualified Stock or (iii) is redeemable at the option of the holder thereof, in whole or in part, in each case on or prior to the first anniversary

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of the Stated Maturity of the Notes; provided, however, that any Capital Stock that would not constitute Disqualified Stock but for provisions thereof giving holders thereof the right to require such Person to repurchase or redeem such Capital Stock upon the occurrence of an Asset Sale or Change of Control occurring prior to the first anniversary of the Stated Maturity of the Notes shall not constitute Disqualified Stock if the “asset sale” or “change of control” provisions applicable to such Capital Stock are not more favorable to the holders of such Capital Stock than the provisions described under Section 4.11 and Section 4.14.

     “ESOP” means the Susquehanna Pfaltzgraff Co. Employee Stock Ownership Plan dated May 12, 1999.

     “ESOP Expense” means, for any period without duplication, the sum of (i) to the extent such expense is in the form of a cash payment, the amount of cash actually paid by the Issuer to Susquehanna Pfaltzgraff Co. for the purpose of funding share allocations in the ESOP; provided, that such amount shall be limited to the lesser of (a) the amount of such cash payment and (b) the amount of cash received by the Issuer from Susquehanna Pfaltzgraff Co. within two Business Days of any such payment as repayment of principal and interest on the ESOP Loans; plus (ii) to the extent such expense funding share allocations under the ESOP is a non-cash expense, the amount of such non-cash expense.

     “ESOP Loans” means the $116.9 million loan and the $14.6 million loan made by the Issuer to Susquehanna Pfaltzgraff Co. on or about May 12, 1999 and July 18, 2001, respectively.

     “Event of Default” has the meaning assigned to it in Section 6.01.

     “Excess Proceeds” has the meaning assigned to it in Section 4.11.

     “Exchange Act” means the Securities Exchange Act of 1934, as amended.

     “Exchange Certificated Notes” has the meaning assigned to it in Section 2.01.

     “Exchange Global Note” has the meaning assigned to it in Section 2.01.

     “Exchange Note” has the meaning assigned to it in the recital hereto.

     “Excluded Transactions” means (i) agreements in existence on or prior to the Issue Date, (ii) the ESOP Loans, (iii) payments of management fees by the Issuer to Susquehanna Pfaltzgraff Co. in an amount not to exceed 4.0% of the consolidated net revenues of the Issuer, (iv) payments by the Issuer to Susquehanna Pfaltzgraff Co. pursuant to any tax sharing agreement, (v) payments to Susquehanna Pfaltzgraff Co. constituting reimbursements of actual out-of-pocket expenses reasonably incurred on behalf of the Issuer and its Restricted Subsidiaries in the ordinary course of their businesses and (vi) the annual cash payment from the Issuer to Susquehanna Pfaltzgraff Co. for the purpose of funding share allocations in the ESOP.

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     “Fully Diluted” means all shares of common stock, computed as if all warrants, options and other securities exercisable for, convertible into or otherwise having the right to acquire common stock had been exercised or converted.

     “GAAP” means generally accepted accounting principles in the United States of America as in effect as of the Issue Date, including those set forth (i) in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants, (ii) in statements and pronouncements of the Financial Accounting Standards Board, (iii) in such other statements by such other entity as approved by a significant segment of the accounting profession, and (iv) in the published rules and regulations of the SEC governing the inclusion of financial statements (including pro forma financial statements) in periodic reports required to be filed pursuant to Section 13 of the Exchange Act, including opinions and pronouncements in staff accounting bulletins and similar written statements from the accounting staff of the SEC.

     “Global Notes” means the Initial Global Notes and the Exchange Global Note.

     “Guarantee” means any guarantee of the Notes, on a senior subordinated basis, by a Restricted Subsidiary of the Issuer that may be issued in accordance with Section 4.21.

     “Guarantor” means any Restricted Subsidiary of the Issuer that executes a supplemental indenture in accordance with Section 4.21.

     “Holder” or “Noteholder” means the Person in whose name a Note is registered on the Registrar’s books.

     “incur” means issue, assume, guarantee, incur or otherwise become liable for; provided, that any Indebtedness or Capital Stock of a Person existing at the time such Person becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall be deemed to be incurred by such Subsidiary at the time it becomes a Restricted Subsidiary. The term “incurrence” when used as a noun shall have a correlative meaning.

     “Indebtedness” means, with respect to any Person on any date of determination, (i) all indebtedness, obligations and liabilities of such Person for borrowed money, (ii) all indebtedness, obligations and liabilities of such Person evidenced by bonds, debentures, notes or other similar instruments, (iii) all indebtedness, obligations and liabilities of such Person evidenced by Capitalized Lease Obligations, (iv) all indebtedness, obligations and liabilities of such Person evidenced by notes payable and drafts accepted representing extensions of credit, whether or not representing obligations for borrowed money, of such Person, (v) all indebtedness, obligations or liabilities of such Person owed for all or any part of the deferred purchase price of property or services (excluding any such obligations incurred under ERISA), which purchase price is (a) due more than six months (or a longer period of up to one year, if such terms are available from suppliers in the ordinary course of business) from the date of incurrence of the obligation in respect thereof or (b) evidenced by a note or similar written instrument, (vi) all indebtedness, obligations and liabilities secured by any Lien on any property or asset owned or held by that Person (including any Lien arising under any conditional sale or other title retention agreement, any sale-leaseback arrangement or any other lease in the nature

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thereof and any agreement to give any security interest) regardless of whether the indebtedness secured thereby shall have been assumed by that Person or is nonrecourse to the credit of that Person, (vii) guarantee obligations of such Person in respect of Indebtedness of other Persons and (viii) all Disqualified Stock issued by such Person with the amount of Indebtedness represented by such Disqualified Stock being equal to the greater of its voluntary or involuntary liquidation preference and its maximum fixed repurchase price, but excluding accrued dividends, if any. Indebtedness shall not include (a) trade payables and accrued liabilities incurred in the ordinary course of business for the purchase of goods or services which are not secured by a Lien other than a Lien permitted pursuant to clause (ii) of the definition of Permitted Liens and (b) obligations under Interest Rate Protection Agreements. For purposes hereof, the “maximum fixed repurchase price” of any Disqualified Stock which does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Stock as if such Disqualified Stock were purchased on any date on which Indebtedness shall be required to be determined pursuant to this Indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Stock, such fair market value to be determined reasonably and in good faith by the board of directors of the issuer of such Disqualified Stock.

     “Indenture” means this Indenture as amended or supplemented from time to time.

     “Initial Certificated Notes” has the meaning assigned to it in Section 2.01.

     “Initial Global Notes” means the Rule 144A Global Note, the Regulation S Temporary Global Note and the Regulation S Permanent Global Note.

     “Initial Notes” has the meaning assigned to it in the recital hereto.

     “Initial Purchasers” means Banc of America Securities LLC and Wachovia Securities, Inc.

     “Insolvency or Liquidation Proceeding” means (i) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relating to the Issuer or its assets, or (ii) any liquidation, dissolution or other winding up of the Issuer, whether voluntary or involuntary or whether or not involving insolvency or bankruptcy, or (iii) any assignment for the benefit of creditors or any other marshaling of assets or liabilities of the Issuer.

     “Institutional Accredited Investors” means institutional “accredited investors,” as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act, other than QIBs.

     “Interest Payment Date” means each semiannual Interest Payment Date on April 15 and October 15 of each year, commencing October 15, 2003, in respect of the Notes.

     “Interest Rate Protection Agreement” of any Person means any interest rate protection agreement (including interest rate swaps, caps, floors, collars, derivative instruments and similar agreements) in support of the Issuer’s business and not of a speculative nature.

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     “Internal Revenue Code” means the Internal Revenue Code of 1986, as amended.

     “Investment” in any Person means any direct or indirect advance, loan (other than advances to customers in the ordinary course of business that are, in conformity with GAAP, recorded as accounts receivable on the balance sheet of such Person) or other extensions of credit (including by way of a guarantee obligation or similar arrangement) or capital contribution to (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), or any purchase, redemption or acquisition of Capital Stock, indebtedness or other similar instruments issued by such Person. For purposes of the definition of “Unrestricted Subsidiary,” the definition of “Restricted Payment” and Section 4.09, (i) “Investment” shall include the portion (proportionate to the Issuer’s equity interest in such Subsidiary) of the fair market value of the net assets of any Subsidiary of the Issuer at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Issuer shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary equal to an amount (if positive) equal to (a) the Issuer’s “Investment” in such Unrestricted Subsidiary at the time of such redesignation as a Restricted Subsidiary less (b) the portion (proportionate to the Issuer’s equity interest in such Unrestricted Subsidiary) of the fair market value of the net assets of such Unrestricted Subsidiary at the time of such redesignation as a Restricted Subsidiary, and (ii) any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer, in each case as determined in good faith by the Board of Directors.

     “Issue Date” means May 12, 1999, the date on which the Issuer’s 8 1/2% Senior Subordinated Notes Due 2009 were issued.

     “Issuer” means the party named as such in this Indenture until a successor replaces it and, thereafter, means the successor and, for purposes of any provision contained herein and required by the TIA, each other obligor on the indenture securities.

     “Issuer Order” means a written order signed in the name of the Issuer by (i) the Chairman of the Board, Chief Executive Officer, President, Chief Financial Officer or any Vice President of the Issuer and (ii) the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of the Issuer, and delivered to the Trustee.

     “Legal Holiday” has the meaning assigned to it in Section 13.08.

     “Lien” means any mortgage, pledge, assignment, security interest, encumbrance, lien or charge of any kind (including any conditional sale or other title retention agreement, any sale-leaseback arrangement or any other lease in the nature thereof and any agreement to give any security interest) and any option, trust or other preferential arrangement having the practical effect of any of the foregoing.

     “Liquidated Damages” has the meaning assigned to it in the Registration Rights Agreement.

     “Moody’s” means Moody’s Investors Service, Inc. and its successors.

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     “Net Available Cash” means, with respect to any Asset Sale, payments in cash or Cash Equivalents received therefrom, net of bona fide direct costs of sale, including, but not limited to, (i) income taxes reasonably estimated to be actually payable as a result of such Asset Sale within two years of the date of such Asset Sale, (ii) payment of the outstanding principal amount of, premium or penalty, if any, and interest on, any Indebtedness that is secured by a Lien on the stock or assets in question and that is required to be repaid under the terms thereof as a result of such Asset Sale, (iii) out-of-pocket expenses and fees relating to such Asset Sale (including legal, accounting and investment banking fees and sales commissions) and (iv) any portion of cash proceeds which the Issuer determines in good faith should be reserved for post-closing adjustments or liabilities relating to the Asset Sale retained by the Issuer or any of its Restricted Subsidiaries, it being understood and agreed that on the day that all such post-closing adjustments have been finally determined, the amount (if any) by which the reserved amount in respect of such Asset Sale exceeds the actual post-closing adjustments, payable by the Issuer or any of its Restricted Subsidiaries, shall constitute Net Available Cash on such date. Additionally, in connection with an Asset Sale of Susquehanna Cable Co. and its direct and indirect Subsidiaries, Net Available Cash shall be reduced by that amount required to be paid to holders or former holders of minority equity interests in Susquehanna Cable Co. and its direct and indirect Subsidiaries who were not Affiliates of the Issuer in connection with any sale, purchase or redemption of those interests or pursuant to the terms of any Indebtedness relating to the deferred payment of any applicable purchase or redemption price.

     “Net Cash Proceeds” with respect to any issuance or sale of Capital Stock, mean the proceeds of such issuance or sale in the form of cash or Cash Equivalents net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, discounts or commissions and brokerage, consultant and other fees actually incurred in connection with such issuance or sale and net of taxes paid or payable as a result thereof.

     “Non-U.S. Person” means any Person who is not a “U.S. person,” as defined in Rule 902(k) under the Securities Act.

     “Note Custodian” means, with respect to each Global Note, the custodian with respect to such Global Note (as appointed by the Depositary), or any successor Person thereto and shall initially be the Trustee.

     “Note Register” has the meaning assigned to it in Section 2.03.

     “Notes” has the meaning assigned to it in the recital hereto.

     “Obligation” has the meaning assigned to it in Section 11.01.

     “Officer” means the Chairman of the Board, the President, Chief Financial Officer, any Vice President, the Treasurer, or the Secretary of the Issuer or any Restricted Subsidiary, as the case may be (or, in the case of any Restricted Subsidiary that is not a corporation, the respective Persons having the duties and authority correlative to the foregoing officers of a corporation).

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     “Officers’ Certificate” means a certificate signed by two Officers.

     “Opinion of Counsel” means a written opinion from outside legal counsel who is reasonably acceptable to the Trustee.

     “Paying Agent” has the meaning assigned to it in Section 2.03.

     “Payment Blockage Period” has the meaning assigned to it in Section 10.03.

     “Permitted Holders” means (i) descendants, and spouses of descendants, of Louis J. Appell, Sr. (including any trusts established for the benefit of one or more such descendants or spouses of such descendants so long as (A) one or more of such descendants or spouses of such descendants, (B) officers of Susquehanna Pfaltzgraff Co. or its Subsidiaries or (C) the trust department of a financial institution is a trustee of any such trusts) and (ii) the ESOP so long as executive officers of Susquehanna Pfaltzgraff Co. constitute the majority of the ESOP Committee under the ESOP.

     “Permitted Indebtedness” means each of the following:

     (i)     Indebtedness of the Issuer and its Restricted Subsidiaries outstanding on the Issue Date reduced by the amount of any scheduled amortization payments or mandatory prepayments when actually paid or permanent reductions thereon;

     (ii)       Indebtedness under the Indenture with respect to the Initial Notes offered and sold on the date hereof (together with any Exchange Notes issued in exchange for such Initial Notes) and under any Guarantees;

     (iii)     Indebtedness under the Senior Credit Facility (including any guarantees thereof); provided, that the aggregate principal amount of Indebtedness outstanding under the Senior Credit Facility at any one time shall not exceed (a) $450.0 million less (b) the amount of any permanent reductions to the Senior Credit Facility made in accordance with Section 4.11.

     (iv)     Interest Rate Protection Agreements of the Issuer covering Indebtedness of the Issuer or any of its Restricted Subsidiaries and Interest Rate Protection Agreements of any Restricted Subsidiary covering Indebtedness of such Restricted Subsidiary; provided, that (a) such Interest Rate Protection Agreements are entered into to protect the Issuer and its Subsidiaries from fluctuations in interest rates on Indebtedness incurred either in accordance with this Indenture or in accordance with the Senior Credit Facility to the extent the notional principal amount of such Interest Rate Protection Agreements does not exceed the principal amount of the Indebtedness to which such Interest Rate Protection Agreements relates and (b) such Interest Rate Protection Agreements do not increase the Indebtedness of the Issuer and its Restricted Subsidiaries outstanding other than by reason of fees, indemnities and compensation payable thereunder;

     (v)     Indebtedness of a Restricted Subsidiary to the Issuer or to a Restricted Subsidiary so long as such Indebtedness is held by the Issuer or a Restricted Subsidiary, in each case subject

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to no Lien (other than a Lien under the Senior Credit Facility) held by a Person other than the Issuer or a Restricted Subsidiary; provided, that if as of any date any Person other than the Issuer or a Restricted Subsidiary owns or holds any such Indebtedness or holds a Lien (other than a Lien under the Senior Credit Facility) in respect of such Indebtedness, such date shall be deemed the incurrence of Indebtedness not constituting Permitted Indebtedness by the issuer of such Indebtedness;

     (vi)     Indebtedness of the Issuer to a Restricted Subsidiary so long as such Indebtedness is held by Restricted Subsidiary, subject to no Lien (other than a Lien under the Senior Credit Facility); provided, that (a) any Indebtedness of the Issuer to any Restricted Subsidiary is subordinated, pursuant to a written agreement, to the Issuer’s obligations under the Notes and (b) if as of any date any Person other than a Restricted Subsidiary owns or holds any such Indebtedness or any Person holds a Lien (other than a Lien under the Senior Credit Facility) in respect of such Indebtedness, such date shall be deemed the incurrence of Indebtedness not constituting Permitted Indebtedness by the Issuer;

     (vii)     Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of day-light overdrafts) drawn against insufficient funds in the ordinary course of business; provided, that such Indebtedness is extinguished within two Business Days of incurrence;

     (viii)     Indebtedness of the Issuer or any of its Restricted Subsidiaries represented by letters of credit for the account of the Issuer or such Restricted Subsidiary, as the case may be, in order to provide security for workers’ compensation claims, payment obligations in connection with self-insurance or similar requirements in the ordinary course of business;

     (ix)     Refinancing Indebtedness incurred in respect of Indebtedness originally incurred pursuant to the second sentence of Section 4.08 or pursuant to this clause (ix) or clause (i) or (iii) of this definition;

     (x)       Indebtedness of the Issuer or any Restricted Subsidiary incurred in respect of performance and payment bonds (other than in respect of Indebtedness);

     (xi)       Additional Indebtedness of the Issuer and its Restricted Subsidiaries in an aggregate principal amount not to exceed $10,000,000 at any one time outstanding for Capitalized Lease Obligations or for purposes of financing the purchase price or construction cost of equipment, fixtures or similar property;

     (xii)     Additional Indebtedness of the Issuer and its Restricted Subsidiaries in an aggregate principal amount not to exceed $15,000,000 at any one time outstanding; and

     (xiii)     Indebtedness in the form of guarantees of other Indebtedness permitted to be incurred by any Restricted Subsidiary under this definition, so long as such guarantees do not increase the principal amount of such Indebtedness.

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      “Permitted Investment” means any of the following:

     (i)     Investments by the Issuer or any Restricted Subsidiary in any Person that is a Restricted Subsidiary or will become immediately after such Investment a Restricted Subsidiary that is wholly-owned by the Person making such Investment or that will merge or consolidate into the Issuer or a Restricted Subsidiary;

     (ii)     Investments in the Issuer by any Restricted Subsidiary; provided, that any Indebtedness evidencing such Investment is unsecured and subordinated, pursuant to a written agreement, to the Issuer’s obligations under the Notes and this Indenture;

     (iii)     the purchase or redemption by the Issuer or any Restricted Subsidiary of any minority equity interests in any Restricted Subsidiary;

     (iv)     Investments in cash and Cash Equivalents;

     (v)      loans and advances to employees and officers of the Issuer and its Subsidiaries in the ordinary course of business for bona fide business purposes not, in the aggregate, in excess of $1,000,000 at any one time outstanding;

     (vi)     Interest Rate Protection Agreements entered into in the ordinary course of the Issuer’s or its Restricted Subsidiaries’ businesses and otherwise in compliance with this Indenture;

     (vii)    sales on credit by the Issuer or any Restricted Subsidiary in the ordinary course of business;

     (viii)   Investments in securities of trade creditors or customers received pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of such trade creditors or customers;

     (ix)     consideration other than cash or Cash Equivalents received by the Issuer or its Restricted Subsidiaries in connection with an Asset Sale made in compliance with Section 4.11;

     (x)      other Investments in any Person having an aggregate fair market value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (x) since the date of this Indenture, not to exceed $10,000,000 at any one time outstanding; and

     (xi)    the $116.9 million loan made by the Issuer to Susquehanna Pfaltzgraff Co. on May 12, 1999.

     “Permitted Liens” means any of the following:

     (i)      Liens for taxes, assessments or governmental charges or claims either (a) not delinquent or (b) contested in good faith by appropriate proceedings and as to which the Issuer or

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the Subsidiaries shall have set aside on its books such reserves as may be required pursuant to GAAP;

     (ii)     statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, suppliers, materialmen, repairmen and other Liens imposed by law incurred in the ordinary course of business for sums not yet delinquent or being contested in good faith, if such reserve or other appropriate provision, if any, as shall be required by GAAP shall have been made in respect thereof,

     (iii)     Liens incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security, including any Lien securing letters of credit issued in the ordinary course of business consistent with past practice in connection therewith, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money);

     (iv)     judgment Liens not giving rise to an Event of Default so long as a stay of execution has been entered or such Lien is adequately bonded and any appropriate legal proceedings which may have been duly initiated for the review of such judgment shall not have been finally terminated or the period within which such proceedings may be initiated shall not have expired;

     (v)     easements, leases, subleases, rights-of-way zoning restrictions and other similar charges or encumbrances in respect of real property not interfering in any material respect with the ordinary conduct of the business of the Issuer or any of its Subsidiaries;

     (vi)     any interest or title of a lessor under any Capitalized Lease Obligation; provided, that such Liens do not extend to any property or assets which is not leased property subject to such Capitalized Lease Obligation;

     (vii)     purchase money Liens to finance property or assets of the Issuer or a Restricted Subsidiary acquired in the ordinary course of business; provided, that (a) the related purchase money Indebtedness shall not exceed the cost of such property or assets and shall not be secured by any property or assets of the Issuer or any Restricted Subsidiary other than the property and assets so acquired and (b) the Lien securing such Indebtedness shall be created within 90 days of such acquisition;

     (viii)     Liens upon specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

     (ix)       Liens securing reimbursement obligations with respect to commercial letters of credit which encumber documents and other property relating to such letters of credit and products and proceeds thereof,

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     (x)       Liens encumbering deposits made to secure obligations arising from statutory, regulatory, contractual, or warranty requirements or appeal or similar bonds of the Issuer or a Restricted Subsidiary, including rights of offset and set-off,

     (xi)     Liens securing Senior Indebtedness, including Indebtedness under the Senior Credit Facility;

     (xii)     Liens existing on the Issue Date and Liens to secure any Refinancing Indebtedness which is incurred to refinance any Indebtedness which has been secured by a Lien permitted under Section 4.15 and which Indebtedness has been incurred in accordance with Section 4.08; provided, that such new Liens (a) are no less favorable to the Holders of Notes and are not more favorable to the lienholders with respect to such Liens than the Liens in respect of the Indebtedness being refinanced and (b) do not extend to any property or assets other than the property or assets securing the Indebtedness refinanced or replaced by such Refinancing Indebtedness;

     (xiii)     Liens securing Acquired Indebtedness incurred in accordance with the second sentence of Section 4.08; provided, that (a) such Liens secured such Acquired Indebtedness at the time of and prior to the incurrence of such Acquired Indebtedness by the Issuer or a Restricted Subsidiary and were not granted in connection with, or in anticipation of the incurrence of such Acquired Indebtedness by the Issuer or a Restricted Subsidiary and (b) such Liens do not extend to or cover any property or assets of the Issuer or any Restricted Subsidiary other than the property or assets that secured the Acquired Indebtedness prior to the time such Indebtedness became Acquired Indebtedness of the Issuer or a Restricted Subsidiary and are no more favorable to the lienholders than the Liens securing the Acquired Indebtedness prior to the incurrence of such Acquired Indebtedness by the Issuer or a Restricted Subsidiary; and

     (xiv)     Liens securing Indebtedness incurred in connection with the purchase or redemption of minority equity interests in any Restricted Subsidiary so long as such Liens (a) are only in favor of the holder of the equity interests being purchased or redeemed and (b) encumber only those equity interests purchased or redeemed.

     “Person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

     “Post-Petition Interest” means all interest and fees and other obligations accrued or accruing after the commencement of any Insolvency or Liquidation Proceeding (and interest and fees and other obligations that would accrue but for the commencement of any Insolvency or Liquidation Proceeding) in accordance with and at the contract rate (including any rate applicable upon default) specified in the agreement or instrument creating, evidencing or governing any Indebtedness, whether or not, pursuant to applicable law or otherwise, the claim for such interest and fees and other obligations is allowed as a claim in such Insolvency or Liquidation Proceeding.

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     “Preferred Stock” means, as applied to the Capital Stock of any corporation, Capital Stock of any class or classes (however designated) which is preferred as to the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such corporation, over shares of Capital Stock of any other class of such corporation.

     “Private Placement Legend” has the meaning assigned to it in Section 2.01.

     “Property” means, with respect to any Person, any interest of such Person in any kind of property or asset, whether real, personal or mixed, tangible or intangible.

     “Public Equity Offering” means an underwritten primary public offering of any class of common stock of the Issuer or any of its Subsidiaries pursuant to an effective registration statement under the Securities Act.

     “Public Market” means any time after (i) an underwritten Public Equity Offering of the Issuer or any of its Subsidiaries has been consummated and (ii) at least 10% of the total issued and outstanding common stock of the Issuer or such Subsidiary (as determined on a Fully Diluted basis) has been distributed by means of an effective registration statement under the Securities Act or sales pursuant to Rule 144 under the Securities Act.

     “Purchase Agreement” means the purchase agreement relating to the Notes, dated April 15, 2003, among the Issuer and the Initial Purchasers.

     “QIB” means a “qualified institutional buyer” as defined in Rule 144A.

     “Record Date” means, for the interest payable on any Interest Payment Date, the date specified in Section 2.12 hereof.

     “Redemption Date” means, when used with respect to any Note or part thereof to be redeemed hereunder, the date fixed for redemption of such Notes pursuant to the terms of the Notes and this Indenture.

     “Redemption Price” means, when used with respect to any Note or part thereof to be redeemed hereunder, the price fixed for redemption of such Note pursuant to the terms of the Notes and this Indenture, plus accrued and unpaid interest thereon, if any, and Liquidated Damages, if any, to the Redemption Date.

     “Refinancing Indebtedness” means any Indebtedness of the Issuer or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund other Indebtedness of the Issuer or any of its Restricted Subsidiaries; provided that: (i) the principal amount of such Refinancing Indebtedness does not exceed the principal amount of the Indebtedness so extended, refinanced,

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renewed, replaced, defeased or refunded (plus the amount of reasonable expenses incurred in connection therewith), (ii) such Refinancing Indebtedness has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded, (iii) if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is subordinated in right of payment to the Notes, such Refinancing Indebtedness has a final maturity date later than the final maturity date of, and is subordinated in right of payment to, the Notes on terms at least as favorable to the Holders of Notes as those contained in the documentation governing the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded, and (iv) such Indebtedness is incurred either by the Issuer or by the Restricted Subsidiary of the Issuer that is the obligor on the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded.

     “Registered Exchange Offer” has the meaning set forth in the Registration Rights Agreement.

     “Registrar” has the meaning assigned to it in Section 2.03.

     “Registration Rights Agreement” means the Registration Rights Agreement relating to the Notes, dated April 23, 2003 among the Issuer and the Initial Purchasers, in substantially the form of Exhibit J hereto.

     “Regulation S” means Regulation S under the Securities Act (including any successor regulation thereto), as it may be amended from time to time.

     “Regulation S Certification” has the meaning assigned to it in Section 2.01.

     “Regulation S Global Note” has the meaning assigned to it in Section 2.01.

     “Regulation S Permanent Global Note” has the meaning assigned to it in Section 2.01.

     “Regulation S Temporary Global Note” has the meaning assigned to it in Section 2.01.

     “Related Business” means the businesses of the Issuer and the Restricted Subsidiaries on the Issue Date and any business reasonably related, ancillary or complementary to the businesses of the Issuer and the Restricted Subsidiaries on the Issue Date.

     “Replacement Assets” has the meaning assigned to it in Section 4.11.

     “Representative” means any trustee, agent or representative (if any) for an issue of Senior Indebtedness of the Issuer.

     “Restricted Payment” with respect to any Person means (i) the declaration or payment of any dividends or any other distributions in respect of its Capital Stock (including any payment in connection with any merger or consolidation involving such Person) or similar payment to the direct or indirect holders of its Capital Stock (other than (a) dividends or distributions payable solely in its Capital Stock (other than Disqualified Stock) and (b) dividends or distributions payable solely to the Issuer or a Restricted Subsidiary), (ii) the purchase, redemption or other acquisition or retirement for value of any Capital Stock of the Issuer or any Restricted Subsidiary held by any Person (other than the Issuer or a Restricted Subsidiary), or any warrants, rights or

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options to acquire shares of any class of such Capital Stock (other than (x) Permitted Investments and (y) purchases, redemptions, other acquisitions or other retirements in which the price is payable solely in Capital Stock (other than Disqualified Stock)), (iii) the purchase, repurchase, redemption, defeasance or other acquisition or retirement for value, prior to scheduled maturity, scheduled repayment or scheduled sinking fund payment of any Subordinated Obligations (other than the purchase, repurchase or other acquisition of Subordinated Obligations purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of acquisition) or (iv) the making of any Investment in any Person (other than a Permitted Investment).

     “Restricted Period” means, with respect to any Initial Notes offered and sold to Non-U.S. Persons in reliance on Regulation S, the 40 consecutive days beginning on and including the later of (A) the day on which such Initial Notes are offered to persons other than distributors (as defined in Regulation S under the Securities Act) and (B) the date on which such Initial Notes are originally issued.

     “Restricted Subsidiary” means any Subsidiary of the Issuer that is not an Unrestricted Subsidiary.

     “Rule 144” means Rule 144 under the Securities Act (including any successor regulation thereto), as it may be amended from time to time.

     “Rule 144A” means Rule 144A under the Securities Act (including any successor regulation thereto), as it may be amended from time to time.

     “Rule 144A Global Note” has the meaning assigned to it in Section 2.01(c).

     “S&P” means Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc., and its successors.

     “SEC” means the Securities and Exchange Commission.

     “Securities Act” means the Securities Act of 1933, as amended.

     “Senior Credit Facility” means the Credit Agreement, dated as of May 12, 1999 among the Issuer, the lenders who are or may become party thereto and Wachovia Bank, National Association (as successor to First Union National Bank), as administrative agent, pursuant to which certain financial institutions agreed to make loans and issue letters of credit, together with the pledges, guarantees and other documents related thereto as such agreements may be amended or modified, refinanced, supplemented or restated from time to time, including any agreement increasing the amount, extending the maturity of, refinancing or otherwise restructuring all or any portion of the Indebtedness under such agreement or any successor or replacement agreement and whether by the same or any other agent, lender or group of lenders.

     “Senior Indebtedness” means, with respect to any Person, (i) Indebtedness (which for this purpose shall include letters of credit and Interest Rate Protection Agreements and other types of

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credit referred to in the Senior Credit Facility) of such Person, whether outstanding on the Issue Date or thereafter incurred, and (ii) accrued and unpaid interest and fees and other obligations (including Post-Petition Interest) in respect of (A) indebtedness of such Person for money borrowed, letters of credit and Interest Rate Protection Agreements and other types of credit referred to in the Senior Credit Facility and (B) indebtedness evidenced by notes, debentures, bonds or other similar instruments for the payment of which such Person is responsible or liable unless, in the instrument creating or evidencing any of the obligations referred to in clauses (i) or (ii) or pursuant to which any such obligations are outstanding, it is provided that such obligations are subordinate in right of payment to the Notes; provided, however, that Senior Indebtedness shall not include (1) any obligation of such Person to any of its Subsidiaries, (2) any liability for Federal, state, local or other taxes owed or owing by such Person, (3) any accounts payable or other liability to trade creditors arising in the ordinary course of business (including guarantees thereof or instruments evidencing such liabilities), (4) any Indebtedness of such Person (and any accrued and unpaid interest in respect thereof) which is subordinate or junior in any respect to any other Indebtedness or other obligation of such Person (other than Indebtedness incurred in connection with the purchase or redemption of minority equity interests in any Restricted Subsidiary from non-Affiliates of the Issuer) or (5) that portion of any Indebtedness which at the time of incurrence is incurred in violation of Section 4.08.

     “Shelf Registration Statement” has the meaning set forth in the Registration Rights Agreement.

     “Special Record Date” means a date fixed by the Trustee pursuant to Section 2.12 for the payment of Defaulted Interest.

     “Stated Maturity” means, with respect to any security, the date specified in such security as the fixed date on which the final payment of principal of such security is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase of such security at the option of the holder thereof upon the happening of any contingency unless such contingency has occurred).

     “Subordinated Obligation” means any Indebtedness of the Issuer or a Restricted Subsidiary of the Issuer (whether outstanding on the Issue Date or thereafter incurred) which is subordinate or junior in right of payment to the Notes or any Guarantees that may be issued pursuant to a written agreement to that effect.

     “Subordinated Reorganization Securities” has the meaning assigned to it in Section 10.02.

     “Subsidiary” means, in respect of any Person, any corporation, limited liability company, association, partnership or other business entity of which more than fifty percent (50%) of the total Voting Stock or other interests (including partnership and membership interests) entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by (i) such Person, (ii) such Person and one or more Subsidiaries of such Person or (iii) one or more Subsidiaries of such Person.

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     “Successor Company” has the meaning assigned to it in Section 5.01.

     “TIA” means the Trust Indenture Act of 1939 (15 U.S.C. Section 77aaa-77bbbb) as in effect on the date of this Indenture.

     “Trustee” means the party named as such in this Indenture until a successor replaces it and, thereafter, means the successor.

     “Trust Officer” means any officer in the Corporate Trust Office of the Trustee assigned by the Trustee to administer its corporate trust matters.

     “Uniform Commercial Code” means the New York Uniform Commercial Code in effect from time to time.

     “Unrestricted Subsidiary” means (i) any Subsidiary of the Issuer that at the time of determination shall be designated an Unrestricted Subsidiary by the Board of Directors in the manner provided below and (ii) any Subsidiary of an Unrestricted Subsidiary. The Board of Directors may designate any Subsidiary of the Issuer (including any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Capital Stock or Indebtedness of, or holds any Lien on any property of, the Issuer or any other Subsidiary of the Issuer that is not a Subsidiary of the Subsidiary to be so designated; provided, that (a) either (1) the Subsidiary to be so designated has total assets of $1,000 or less or (2) if such Subsidiary has assets greater than $1,000, such designation would be permitted under Section 4.09 and (b) such Subsidiary to be so designated and each of its Subsidiaries has not at the time of such designation, and does not thereafter, incur any Indebtedness pursuant to which the lender has recourse to any of the assets or properties of the Issuer or any of its Restricted Subsidiaries. The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, that immediately after giving effect to such designation (x) the Issuer could incur $1.00 of additional Indebtedness pursuant to the second sentence of Section 4.08 and (y) no Default shall have occurred and be continuing. Any such designation by the Board of Directors shall be evidenced by the Issuer to the Trustee by promptly filing with the Trustee a copy of the board resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the foregoing provisions.

     “U.S. Government Obligation” means direct obligations (or certificates representing an ownership interest in such obligations) of the United States of America (including any agency or instrumentality thereof) for the payment of which the full faith and credit of the United States of America is pledged and which are not callable at the issuer’s option.

     “Voting Stock” of a Person means all classes of Capital Stock or other interests (including partnership or member interests) of such Person then outstanding and normally entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof.

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     “Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing (i) the sum of the product obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payments at final maturity, in respect thereof, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment, by (ii) the then outstanding principal amount of such Indebtedness.

     SECTION 1.02. Incorporation by Reference of Trust Indenture Act. This Indenture is subject to the mandatory provisions of the TIA which are incorporated by reference in and made a part of this Indenture. The following TIA terms have the following meanings:

     “Commission” means the SEC.

     “indenture securities” means the Notes; “indenture security holder” means a Noteholder; “indenture to be qualified” means this Indenture; “indenture trustee” or “institutional trustee” means the Trustee;

     “obligor” on the indenture securities means the Issuer and any other obligor on the indenture securities.

     All other TIA terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule have the meanings assigned to them by such definitions.

     SECTION 1.03. Rules of Construction. Unless the context otherwise requires:

     (a)      a term has the meaning assigned to it;

     (b)      an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

     (c)      “or” is not exclusive;

     (d)      “including” means including without limitation;

     (e)      words in the singular include the plural and words in the plural include the singular;

     (f)      unsecured Indebtedness shall not be deemed to be subordinate or junior to secured Indebtedness merely by virtue of its nature as unsecured Indebtedness;

     (g)     the principal amount of any noninterest bearing or other discount security at any date shall be the principal amount thereof that would be shown on a balance sheet of the issuer dated such date prepared in accordance with GAAP and accretion of principal on such security shall be deemed to be the incurrence of Indebtedness;

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     (h)     the principal amount of any Preferred Stock shall be (i) the maximum liquidation value of such Preferred Stock or (ii) the maximum mandatory redemption or mandatory repurchase price with respect to such Preferred Stock, whichever is greater; and

     (i)      all references to the date the Notes were originally issued shall refer to the date hereof or the date the Add-On Notes were originally issued, as applicable.

ARTICLE 2

THE NOTES

     SECTION 2.01. Form and Dating.

     (a)      Initial Notes (except for Add-On Notes, which may differ as provided in Section 2.13) and the certificate of authentication of the Trustee thereon shall be substantially in the form of Exhibit A or Exhibit B hereto, as applicable, which are hereby incorporated in and expressly made a part of this Indenture. The Exchange Notes and the certificate of authentication of the Trustee thereon shall be substantially in the form of Exhibit C or Exhibit D hereto, as applicable, which are hereby incorporated in and expressly made a part of this Indenture.

     (b)      The Notes may have such letters, numbers or other marks of identification and such legends and endorsements, stamped, printed, lithographed or engraved thereon, (i) as the Issuer may deem appropriate and as are not inconsistent with the provisions of this Indenture, (ii) as may be required to comply with this Indenture, any law, any rule of the Depositary or any rule of any securities exchange on which the Notes may be listed and (iii) as may be necessary to conform to customary usage. Each Note shall be dated the date of its authentication by the Trustee. The Notes shall be issued only in fully registered form, without coupons, in denominations of $1,000 and integral multiples thereof; provided that Initial Certificated Notes transferred to Institutional Accredited Investors shall be subject to a minimum denomination of $250,000. Definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of such methods or produced in any other manner permitted by the rules of any securities exchange on which such Notes may be listed, all as determined by the officers of the Issuer executing such Notes, as evidenced by their execution of such Notes.

     (c)      Initial Notes offered and sold to QIBs in the United States of America in reliance on Rule 144A will be issued in the form of a permanent global Note, without interest coupons, substantially in the form of Exhibit A (the “Rule 144A Global Note”). The Rule 144A Global Note will be duly executed by the Issuer, authenticated by the Trustee as herein provided, registered in the name of the Depositary or its nominee and deposited with the Trustee, as Note Custodian. The rule 144A Global Note may be represented by more than one certificate, if so required by the Depositary’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made to Schedule A thereof, as provided herein.

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     (d)     Initial Notes offered and sold to Non-U.S. Persons in reliance on Regulation S will be issued in the form of a temporary global Note, in fully registered form without interest coupons, substantially in the form set forth in Exhibit A (the “Regulation S Temporary Global Note”). All beneficial interests in the Regulation S Temporary Global Note will be exchanged for beneficial interests in a single permanent global Note, in fully registered form without interest coupons (the “Regulation S Permanent Global Note,” and together with the Regulation S Temporary Global Note, the “Regulation S Global Note”) on or after the expiration of the Restricted Period upon the receipt by the Trustee or its agent of a written certification from the Depositary that it or its agents have received certification of Non-U.S. Person beneficial ownership of 100% of the aggregate principal amount of the Regulation S Temporary Global Note (the “Regulation S Certification”). Upon receipt by the Trustee or its agent of Regulation S Certification, the Issuer shall execute and, upon receipt of an Issuer Order for authentication, the Trustee shall authenticate and deliver to the Note Custodian the Regulation S Permanent Global Note.

     Each Regulation S Global Note will be duly executed by the Issuer, authenticated by the Trustee as herein provided, registered in the name of the Depositary or its nominee and deposited with the Trustee, as Note Custodian. The Regulation S Global Note may be represented by more than one certificate, if so required by the Depositary’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments to Schedule A thereof as provided herein.

     (e)     Initial Notes offered and sold or otherwise transferred to Institutional Accredited Investors in the United States of America will be issued in non-global, fully registered form, without interest coupons, substantially in the form set forth in Exhibit B, duly executed by the Issuer and authenticated by the Trustee as herein provided (together with interests in the Initial Global Notes that are subsequently transferred or exchanged pursuant to Sections 2.07(b)(iii), 2.07(b)(vii), 2.07(b)(ix), 2.07(b)(x) and 2.07(c), the “Initial Certificated Notes.”) Upon such issuance, the trustee shall register such Initial Certificated Notes in the name of the beneficial owner or owners of such Notes (or the nominee of such beneficial owner or owners) and deliver the certificates for such Initial Certificated Notes to, or as directed by, the respective beneficial owner or owners.

     (f)       If the Initial Global Notes are tendered in a Registered Exchange Offer, they shall all be exchanged for a single, permanent global note in definitive, fully registered form, without coupons, substantially in the form set forth in Exhibit C hereto and shall bear the legends set forth in Section 2.01(g)(ii) and Section 2.01(g)(iv) hereof (the “Exchange Global Note”). Upon issuance, such Exchange Global Note shall be registered in the name of the Depositary or its nominee, duly executed by the Issuer and authenticated by the Trustee as herein provided and deposited with the Trustee, as Note Custodian. The Exchange Global Note may be represented by more than one certificate, if so required by the Depositary’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Exchange Global Note may from time to time be increased or decreased by adjustments to Schedule A thereof as provided herein.

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     If Initial Certificated Notes are tendered in a Registered Exchange Offer, they will be exchanged for Certificated Notes in definitive, fully registered form, without coupons and without legends, substantially in the form set forth in Exhibit D hereto (“Exchange Certificated Notes”). Upon issuance, any such Exchange Certificated Note shall be duly executed by the Issuer and authenticated by the Trustee as hereinafter provided.

     At the option of the Holder thereof, Exchange Notes may be held either in the form of a beneficial interest in the Exchange Global Note or as Exchange Certificated Notes.

     (g)     The following legends shall appear on each Global Note and each Certificated Note as indicated below:

                (i)     Except as provided in Section 2.07(a) hereof, each Initial Global Note and Initial Certificated Note shall bear the following legend (the “Private Placement Legend”) on the face thereof:

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE ACT) OR (B) IT IS AN “ACCREDITED INVESTOR” (AS DEFINED IN RULE 501 (a)(1), (2), (3) OR (7) UNDER THE ACT) (AN “ACCREDITED INVESTOR”) OR (C) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION, (2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS NOTE RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE ISSUER OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE ACT, (C) INSIDE THE UNITED STATES TO AN ACCREDITED INVESTOR THAT IS ACQUIRING THIS NOTE FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A U.S. BROKER-DEALER) TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS NOTE (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE), (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE ACT, (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144

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UNDER THE ACT (IF AVAILABLE) OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS NOTE WITHIN TWO YEARS AFTER ORIGINAL ISSUANCE OF THIS NOTE, IF THE PROPOSED TRANSFEREE IS AN ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND THE ISSUER SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM OR IN A TRANSACTION NOT SUBJECT TO THE REGISTRATION REQUIREMENTS OF THE ACT. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE ACT.

(ii)     Each Global Note shall bear the following legend on the face thereof:

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO SUSQUEHANNA MEDIA CO. OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

(iii)     The Initial Global Notes shall bear the following legend on the face thereof:

TRANSFER OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, AND NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF INTERESTS IN THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 2.07 OF THE INDENTURE, DATED AS OF APRIL 23, 2003 BETWEEN SUSQUEHANNA MEDIA CO., AS ISSUER, AND J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION, AS TRUSTEE, PURSUANT TO WHICH THIS NOTE WAS ISSUED.

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(iv)     The Exchange Global Note shall bear the following legend on the face thereof:

TRANSFER OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, AND NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE.

     SECTION 2.02. Execution and Authentication. The Notes shall be executed on behalf of the Issuer by its Chief Executive Officer, President, Chief Operating Officer, Treasurer or any Vice President, and shall be attested by the Issuer’s Secretary or one of its Assistant Secretaries, in each case by manual or facsimile signature. The Notes shall be authenticated by manual signature of an authorized signatory of the Trustee and shall not be valid for any purpose unless so authenticated.

     In case any officer of the Issuer whose signature shall have been placed upon any of the Notes shall cease to be such officer of the Issuer before authentication of such Notes by the Trustee and the issuance and delivery thereof, such Notes may, nevertheless, be authenticated by the Trustee and issued and delivered with the same force and effect as though such Person had not ceased to be such an officer of the Issuer.

     The Trustee shall, upon receipt of an Issuer Order requesting such action, authenticate (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $150,000,000, (b) Exchange Notes for issue pursuant to a Registered Exchange Offer for such Initial Notes in a principal amount equal to the principal amount of Initial Notes exchanged in such Registered Exchange Offer, or (c) Add-On Notes in unlimited aggregate principal amounts, subject to any restrictions or limitations on Indebtedness set forth in this Indenture, and (d) if applicable, the related Exchange Notes for any such Add-On Notes. Such Issuer Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated and shall further provide instructions concerning registration, amounts for each Holder and delivery. Except as permitted by Sections 2.13 and 2.14(b), all Notes originally issued on the date hereof and all Add-On Notes shall be identical in all respects other than the date of issuance, the dates from which interest accrues and any other changes relating thereto. Notwithstanding anything to the contrary contained in this Indenture, all Notes issued under this Indenture shall vote and consent together on all matters as one class and no series of Notes will have the right to vote or consent as a separate class on any matter.

     Upon the occurrence of any event specified in Section 2.07(c) hereof, the Issuer shall execute and the Trustee shall authenticate and make available for delivery to each beneficial owner identified by the Depositary, in exchange for such beneficial owner’s interest in the Initial Global Notes or Exchange Global Note, as the case may be, Initial Certificated Notes or Exchange Certificated Notes, as the case may be, representing Notes theretofore represented by the Initial Global Notes or Exchange Global Note, as the case may be.

     A Note shall not be valid or entitled to any benefits under this Indenture or obligatory for any purpose unless executed by the Issuer and authenticated by the manual signature of one of

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the authorized signatories of the Trustee as provided herein. Such signature upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered under this Indenture and is entitled to the benefits of this Indenture.

     The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. Unless limited by the terms of such appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. Any authenticating agent of the Trustee shall have the same rights hereunder as any Registrar or Paying Agent.

     Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.11 together with a written statement (which need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued and sold by the Issuer, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of this Indenture.

     SECTION 2.03. Registrar and Paying Agent. The Issuer shall maintain, pursuant to Section 4.02 hereof, an office or agency where the Notes may be presented for registration of transfer or for exchange (the “Registrar”), an office or agency where Notes may be presented for payment (the “Paying Agent”) and an office or agency where notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served.

     The Issuer shall cause to be kept at such office a register (the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and of transfers of Notes entitled to be registered or transferred as provided herein. The Trustee, at its Dallas, Texas office, is initially appointed Registrar for the purpose of registering Notes and transfers of Notes as herein provided. The Issuer may, upon written notice to the Trustee, change the designation of the Trustee as Registrar and appoint another Person to act as Registrar for purposes of this Indenture. If any Person other than the Trustee acts as Registrar, the Trustee shall have the right at any time, upon reasonable notice, to inspect or examine the Note Register and to make such inquiries of the Registrar as the Trustee shall in its discretion deem necessary or desirable in performing its duties hereunder.

     The Issuer shall enter into an appropriate agency agreement with any Person designated by the Issuer as Registrar or Paying Agent that is not a party to this Indenture, which agreement shall incorporate the provisions of the TIA and shall implement the provisions of this Indenture that relate to such Registrar or Paying Agent. Prior to the designation of any such Person, the Issuer shall, by written notice (which notice shall include the name and address of such Person), inform the Trustee of such designation. The Trustee, at its Dallas, Texas office, is initially appointed Paying Agent under this Indenture. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as such.

     Subject to Section 2.07 hereof, upon surrender for registration of transfer of any Note at an office or agency of the Issuer designated for such purpose, the Issuer shall execute, and the

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Trustee shall authenticate and make available for delivery, in the name of the designated transferee or transferees, one or more new Initial Notes or Exchange Notes, as the case may be, of any authorized denomination or denominations, of like tenor and aggregate principal amount, all as requested by the transferor.

     Every Note presented or surrendered for registration of transfer or for exchange shall (if so required by the Issuer, the Trustee or the Registrar) be duly endorsed, or be accompanied by a duly executed instrument of transfer in form satisfactory to the Issuer, the Trustee and the Registrar, by the Holder thereof or such Holder’s attorney duly authorized in writing.

     SECTION 2.04. Paying Agent To Hold Money in Trust. On or prior to each due date of the principal, premium, if any, or any payment of interest or Liquidated Damages, if any, with respect to any Note, the Issuer shall deposit with the Paying Agent a sum sufficient to pay such principal, premium, if any, or interest or Liquidated Damages, if any, when so becoming due.

     The Issuer shall require each Paying Agent (other than the Trustee) to agree in writing that such Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by such Paying Agent for the payment of principal, premium, if any, or interest or Liquidated Damages, if any, with respect to the Notes, shall notify the Trustee of any default by the Issuer in making any such payment and at any time during the continuance of any such default, upon the written request of the Trustee, shall forthwith pay to the Trustee all sums held in trust by such Paying Agent.

     The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed by such Paying Agent. Upon complying with this Section 2.04, the Paying Agent shall have no further liability for the money delivered to the Trustee.

     SECTION 2.05 Holder Lists. The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders and shall otherwise comply with TIA Section 312(a). If the Trustee is not the Registrar, the Issuer shall furnish to the Trustee at least seven Business Days before each Interest Payment Date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders of Notes and the Issuer shall otherwise comply with TIA Section 312(a).

     SECTION 2.06. Global Notes. (a) So long as a Global Note is registered in the name of the Depositary or its nominee, members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary or the Trustee as its custodian, and the Depositary may be treated by the Issuer, the Guarantors, if any, the Trustee and any agent of the Issuer, the Guarantors, if any, or the Trustee as the absolute owner of such Global Note for all purposes. Notwithstanding the foregoing, nothing herein shall (i) prevent the Issuer, the Guarantors, if any, the Trustee or any agent of the Issuer, the Guarantors, if any, or the Trustee, from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (ii) impair, as between

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the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder.

     (b)       The Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests in such Global Note through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes.

     (c)       Whenever, as a result of an optional redemption of Notes by the Issuer, a Change of Control Offer, an Asset Sale Offer, a Registered Exchange Offer or an exchange pursuant to the provisions of Section 2.07(b) or Section 2.07(c) hereof, a Global Note is redeemed, repurchased or exchanged in part, such Global Note shall be surrendered by the Holder thereof to the Trustee who shall cause an adjustment to be made to Schedule A thereof so that the principal amount of such Global Note will correctly reflect such redemption, repurchase or exchange and shall thereafter return such Global Note to such Holder, provided that each such Global Note shall be in a principal amount of $1,000 or an integral multiple thereof.

     SECTION 2.07. Transfer and Exchange. (a) By its acceptance of any Initial Note represented by a certificate bearing the Private Placement Legend, each Holder of, and beneficial owner of an interest in, such Initial Note acknowledges the restrictions on transfer of such Initial Note set forth in the Private Placement Legend and agrees that it will transfer such Initial Note only in accordance with the Private Placement Legend. Upon the registration of transfer, exchange or replacement of an Initial Note not bearing the Private Placement Legend, the Trustee shall deliver an Initial Note or Initial Notes that do not bear the Private Placement Legend. Upon the transfer, exchange or replacement of an Initial Note bearing the Private Placement Legend, the Trustee shall deliver an Initial Note or Initial Notes bearing the Private Placement Legend, unless such legend may be removed from such Note as provided in this Section 2.07(a). If the Private Placement Legend has been removed from an Initial Note, as provided herein, no other Initial Note issued in exchange for all or any part of such Initial Note shall bear such legend, unless the Issuer has reasonable cause to believe that such other Initial Note represents a “restricted security” within the meaning of Rule 144 and instructs the Trustee in writing to cause a legend to appear thereon. Each Initial Note shall bear the Private Placement Legend unless and until:

(i)      a transfer of such Initial Note is made pursuant to an effective Shelf Registration Statement, in which case the Private Placement Legend shall be removed from such Initial Note so transferred at the request of the Holder; or

(ii)     there is delivered to the Issuer such satisfactory evidence, which may include an opinion of independent counsel, as may reasonably be requested by the Issuer confirming that neither such legend nor the restrictions on transfer set forth therein are required to ensure that transfers of such Initial Note will not violate the registration and prospectus delivery requirements of the Securities Act; provided, that the Trustee shall not be required to determine (but may rely on a determination made by the Issuer with respect to) the sufficiency of any such evidence; and upon provision of such evidence, the Trustee shall authenticate and deliver in exchange for such Initial Note, an Initial Note or

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Initial Notes (representing the same aggregate principal amount of the Initial Note being exchanged) without such legend.

                 (b)     The following provisions of this paragraph (b) are applicable only to Initial Notes bearing the Private Placement Legend:

(i)     if the Holder of one or more Initial Certificated Notes wishes to transfer such Initial Certificated Note(s) (or a portion thereof) to a QIB pursuant to Rule 144A, (x) upon receipt by the Trustee, as Registrar, of:

(A)     such Initial Certificated Note(s), duly endorsed as provided herein,

(B)      written instructions from such Holder directing the Trustee, as Registrar, to credit or cause to be credited a beneficial interest in the Rule 144A Global Note equal to the principal amount (or portion thereof) of such Initial Certificated Note(s) to be transferred, specifying the participant account at the Depositary to be credited with such increase, and, if the entire principal amount of such Initial Certificated Note(s) is not being transferred, to issue one or more Initial Certificated Notes to the transferor in a principal amount equal to the principal amount not transferred, and

(C)      a certificate in the form of Exhibit E duly executed by the transferor,

and (y) subject to the rules and procedures of the Depositary, the Trustee, as Registrar, shall:

(1)      cancel the Initial Certificated Note(s) delivered to it;

(2)      increase the Rule 144A Global Note by adjustment to Schedule A thereto and credit or cause to be credited the specified participant account at the Depositary in accordance with the foregoing; and

(3)      if applicable, authenticate and deliver to the transferor one or more Initial Certificated Notes in accordance with the foregoing.

(ii)      If the Holder of one or more Initial Certificated Notes wishes to transfer such Initial Certificated Note(s) (or any portion thereof) to an Institutional Accredited Investor, upon receipt by the Trustee, as Registrar, of:

(A)      such Initial Certificated Note(s), duly endorsed as ] provided herein;

(B)      written instructions from such Holder directing the Trustee, as Registrar, to issue one or more Initial Certificated Notes in the amounts specified to the transferee and, if the entire principal amount of such Initial Certificated Note(s) is not being transferred, the transferor in an amount equal to the principal amount not transferred; and

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(C)     a certificate in the form of Exhibit F duly executed by the transferor and a certificate in the form of Exhibit G duly executed by the transferee,

the Trustee, as Registrar, shall:

(1)      cancel the Initial Certificated Note(s) delivered to it;

(2)      authenticate and deliver to the transferee Initial Certificated Note(s) in a principal amount equivalent to the principal amount of the Initial Certificated Notes being transferred in accordance with the foregoing; and

(3)      if applicable, authenticate and deliver to the transferor one or more Initial Certificated Notes in accordance with the foregoing.

(iii)     If the Holder of a beneficial interest in a Rule 144A Global Note wishes to transfer such interest (or a portion thereof) to an Institutional Accredited Investor, (x) upon receipt by the Trustee, as Registrar, of:

(A)      written instructions from the Holder of the Rule 144A Global Note directing the Trustee, as Registrar, to issue one or more Initial Certificated Notes in the amounts specified to the transferee, debit or cause to be debited an equivalent amount of beneficial interest in the Rule 144A Global Note and specifying the participant account at the Depositary to be debited with such decrease, and

(B)      a certificate in the form of Exhibit F from the transferor and a certificate in the form of Exhibit G from the transferee

and (y) subject to the rules and procedures of the Depositary, the Trustee, as Registrar, shall:

(1)      authenticate and deliver to the transferee Initial Certificated Note(s) in a principal amount equivalent to the principal amount of the beneficial interest in the Rule 144A Global Note being transferred in accordance with the foregoing and

(2)      decrease the Rule 144A Global Note by adjustment to Schedule A thereof and debit or cause to be debited the specified participant account at the Depositary for such amount in accordance with the foregoing.

(iv)      If the Holder of a beneficial interest in a Rule 144A Global Note wishes to transfer such interest (or any portion thereof) to a Non-U.S. Person pursuant to Regulation S, (x) upon receipt by the Trustee, as Registrar, of:

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(A)      written instructions from the Holder of the Rule 144A Global Note directing the Trustee, as Registrar, to credit or cause to be credited a beneficial interest in the Regulation S Global Note equal to the principal amount of the beneficial interest in the Rule 144A Global Note to be transferred, specifying the participant accounts with the Depositary to be credited and debited and

(B)     a certificate in the form of Exhibit H from the transferor and a certificate in the form of Exhibit I from the transferee

and (y) subject to the rules and procedures of the Depositary, the Trustee, as Registrar, shall:

(1)     increase the Regulation S Global Note by adjustment to Schedule A thereof and credit or cause to be credited the specified participant account at the Depositary for such amount in accordance with the foregoing, and

(2)     decrease the Rule 144A Global Note for such amount by adjustment to Schedule A thereof and debit or cause to be debited the specified participant account at the Depositary for such amount in accordance with the foregoing.

(v)     If the Holder of one or more Initial Certificated Notes wishes to transfer such Initial Certificated Note(s) (or any portion thereof) to a Non-U.S. Person pursuant to Regulation S, (x) upon receipt by the Trustee, as Registrar, of:

(A)     such Initial Certificated Note(s), duly endorsed as provided herein,

(B)      written instructions from such Holder directing the Trustee, as Registrar, to credit or cause to be credited a beneficial interest in the Regulation S Global Note equal to the principal amount (or portion thereof) of such Initial Certificated Note(s) to be transferred, specifying the participant account at the Depositary to be credited with such increase, and, if the entire principal amount of such Initial Certificated Note(s) is not being transferred, to issue one or more Initial Certificated Notes to the transferor in a principal amount equal to the principal amount not transferred, and

(C)      a certificate in the form of Exhibit H from the transferor and a certificate in the form of Exhibit I from the transferee

and (y) subject to the rules and procedures of the Depositary, the Trustee, as Registrar, shall:

(1)      cancel the Initial Certificated Notes delivered to it;

(2)      increase the Regulation S Global Note by adjustment to Schedule A thereof and credit or cause to be credited the specified participant account at the Depositary in accordance with the foregoing; and

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(3)      if applicable, authenticate and deliver to the transferor one or more Initial Certificated Notes in accordance with the foregoing.

(vi)      if the Holder of a beneficial interest in the Regulation S Permanent Global Note wishes to transfer such interest (or any portion thereof) to a QIB pursuant to Rule 144A, (x) upon receipt by the Trustee, as Registrar, of:

(A)      written instructions from the Holder of the Regulation S Permanent Global Note directing the Trustee, as Registrar, to credit or cause to be credited a beneficial interest in the Rule 144A Global Note equal to the principal amount of the beneficial interest in the Regulation S Permanent Global Note to be transferred, specifying the participant accounts at the Depositary to be credited and debited and

(B)      a certificate in the form of Exhibit E duly executed by the transferor,

and (y) in accordance with the rules and procedures of the Depositary, the Trustee, as Registrar, shall:

(1)      increase the Rule 144A Global Note by adjustment to Schedule A thereto and credit or cause to be credited the specified participant account at the Depositary for such amount in accordance with the foregoing and

(2)      decrease the Regulation S Permanent Global Note by adjustment to Schedule A thereof and debit or cause to be debited the specified participant account at the Depositary for such amount in accordance with the foregoing.

(vii)      if the Holder of a beneficial interest in the Regulation S Permanent Global Note wishes to transfer such interest (or a portion thereof) to an Institutional Accredited Investor, (x) upon receipt by the Trustee, as Registrar, of:

(A)      written instructions from the Holder of the Regulation S Permanent Global Note directing the Trustee, as Registrar, to issue one or more Initial Certificated Notes in specified amounts in the name of the transferee, debit or cause to be debited an equivalent amount of beneficial interest in the Regulation S Permanent Global Note and specifying the participant account with the Depositary to be debited with such decrease and

(B)      a certificate in the form of Exhibit F from the transferor and a certificate in the form of Exhibit G from the transferee,

and (y) subject to the rules and procedures of the Depositary, the Trustee, as Registrar, shall:

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(1)      authenticate and deliver to the transferee Initial Certificated Note(s) in an equivalent amount to the beneficial interest in the Regulation S Permanent Global Note being transferred in accordance with the foregoing and

(2)      decrease the Regulation S Permanent Global Note by adjustment to Schedule A thereto and debit or cause to be debited the specified participant account for such amount at the Depositary in accordance with the foregoing.

(viii)      beneficial interests in the Regulation S Temporary Global Note cannot be transferred to anyone but Non-U.S. Persons in accordance with the rules and procedures of the Depositary.

(ix)     (A)      If a Holder of a beneficial interest in an Initial Global Note wishes at any time to transfer its interest in such Initial Global Note pursuant to another applicable exemption from the registration requirements of the Securities Act, such Holder may, subject to the rules and procedures of the Depositary, cause the exchange of such interest for one or more Initial Certificated Notes of any authorized denomination or denominations and of the same aggregate principal amount. Upon receipt by the Trustee, as Registrar, of (I) written instructions from the Holder of such Initial Global Note directing the Trustee, as Registrar, to authenticate and deliver one or more Initial Certificated Notes of the same aggregate principal amount as the beneficial interest in the Initial Global Note to be exchanged, such instructions to contain the name or names of the designated transferee or transferees, the authorized denomination or denominations of the Initial Certificated Notes to be so issued and appropriate delivery instructions and (II) such certifications, legal opinions or other information as the Issuer or the Trustee may reasonably require to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, then the Trustee, as Registrar, will reduce such Initial Global Note by the aggregate principal amount of the beneficial interest therein to be exchanged by adjustment to Schedule A thereof and debit or cause to be debited from the specified participant account in accordance with the foregoing and concurrently with such reduction and debit the Issuer shall execute, and the Trustee shall authenticate and deliver, one or more Initial Certificated Notes of the same aggregate principal amount in accordance with the foregoing; and

            (B)     if a Holder of one or more Initial Certificated Notes wishes to transfer such Initial Certificated Note(s) pursuant to another applicable exemption from the registration requirements of the Securities Act, such Holder may, subject to the restrictions on transfer set forth herein and in such Initial Certificated Note(s), cause the exchange of such Initial Certificated Note(s) for one or more Initial Certificated Notes of any authorized denomination or denominations and of the same aggregate principal amount. Upon receipt by the Trustee, as Registrar, of (I) such Initial Certificated Note(s), duly endorsed as provided herein, (II) written instructions from such Holder directing the Trustee, as Registrar, to authenticate and deliver one or more Initial Certificated Notes of the same aggregate principal amount as the Initial Certificated Note(s) to be exchanged, such instructions to contain the name or names of the designated transferee or transferees,

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the authorized denomination or denominations of the Initial Certificated Note(s) to be so issued and appropriate delivery instructions and (III) such certifications, legal opinions or other information as the Issuer or the Trustee may reasonably require to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, then the Trustee, as Registrar, shall cancel or cause to be canceled such Initial Certificated Note(s) and concurrently therewith, the Issuer shall execute, and the Trustee shall authenticate and deliver, one or more Initial Certificated Notes of the same aggregate principal amount, in accordance with the foregoing.

(x)      If the Holder of a beneficial interest in an Initial Global Note (other than the holder of a beneficial interest in the Regulation S Temporary Global Note) wishes to exchange such interest for an Initial Certificated Note evidencing such interest, such Holder may, subject to the rules and procedures of the Depositary, cause the exchange of such interest for one or more Initial Certificated Notes of any authorized denomination or denominations and of the same aggregate principal amount. Upon receipt by the Trustee, as Registrar, of written instructions from the Holder directing the Trustee, as Registrar, to authenticate and deliver one or more Initial Certificated Notes of the same aggregate principal amount as the beneficial interest in the Initial Global Note to be transferred, such instructions to contain the authorized denomination or denominations of the Initial Certificated Notes to be so issued and appropriate delivery instructions, then the Trustee, as Registrar, will reduce such Initial Global Note by the aggregate principal amount of the beneficial interest therein to be transferred by adjustment to Schedule A thereof and to debit or cause to be debited from the specified participant account in accordance with the foregoing, and concurrently with such reduction the Issuer shall execute, and the Trustee shall authenticate and deliver, one or more Initial Certificated Notes of the same aggregate principal amount in accordance with the foregoing.

     The Issuer shall deliver to the Trustee, and the Trustee shall retain for two (2) years, copies of all documents received pursuant to this Section 2.07(b). The Issuer shall have the right to inspect and make copies of all such documents at its sole expense at any reasonable time upon the giving of reasonable written notice to the Trustee.

     (c)       The Initial Global Notes or Exchange Global Note, as the case may be, shall be exchanged by the Issuer for one or more Initial Certificated Notes or Exchange Certificated Notes, as the case may be, if (i) the Depositary has notified the Issuer that it is unwilling or unable to continue as, or ceases to be, a clearing agency registered under Section 17A of the Exchange Act and a successor to the Depositary registered as a clearing agency under Section 17A of the Exchange Act is not able to be appointed by the Issuer within ninety (90) calendar days, or (ii) the Depositary is at any time unwilling or unable to continue as Depositary and a successor to the Depositary is not able to be appointed by the Issuer within ninety (90) calendar days, or (iii) the Issuer, at its option, notifies the Trustee in writing that it elects to cause the issuance of Notes in the form of Certificated Notes. If an Event of Default occurs and is continuing, the Issuer shall, at the request of the Holder thereof, exchange all or part of the Initial Global Notes or Exchange Global Note, as the case may be, for one or more Initial Certificated Notes or Exchange Certificated Notes, as the case may be; provided that the principal amount of

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each of such Initial Certificated Note or Exchange Certificated Note, as the case may be, and such Global Note, after such exchange, shall be $1,000 or an integral multiple thereof. Whenever a Global Note is exchanged as a whole for one or more Initial Certificated Notes or Exchange Certificated Notes, as the case may be, it shall be surrendered by the Holder thereof to the Trustee for cancellation. Whenever a Global Note is exchanged in part for one or more Initial Certificated Notes or Exchange Certificated Notes, as the case may be, it shall be surrendered by the Holder thereof to the Trustee and the Trustee shall make the appropriate notations thereon pursuant to Section 2.06(c) hereof. All Initial Certificated Notes or Exchange Certificated Notes, as the case may be, issued in exchange for a Global Note or any portion thereof shall be registered in such names, and delivered, as the Depositary shall instruct the Trustee in writing. Any Initial Certificated Notes issued pursuant to this Section 2.07(c) shall include the Private Placement Legend, except as set forth in Section 2.07(a) hereof.

     (d)     Any Initial Notes that are presented to the Registrar for exchange pursuant to a Registered Exchange Offer shall be exchanged for Exchange Notes of equal principal amount upon surrender to the Registrar of the Initial Notes to be exchanged in accordance with the terms of the Registered Exchange Offer; provided that the Initial Notes so surrendered for exchange are accompanied by a letter of transmittal and duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Issuer, the Trustee and the Registrar and duly executed by the Holder thereof or such Holder’s attorney who shall be duly authorized in writing to execute such document on behalf of such Holder. Whenever any Initial Notes are so surrendered for exchange, the Issuer shall execute, and the Trustee shall authenticate and deliver to the surrendering Holder thereof, Exchange Notes in the same aggregate principal amount as the Initial Notes so surrendered.

     (e)     A Holder may transfer a Note only upon the surrender of such Note for registration of transfer. No such transfer shall be effected until, and the transferee shall succeed to the rights of a Holder only upon, final acceptance and registration of the transfer in the Note Register by the Registrar. When Notes are presented to the Registrar with a request to register the transfer of, or to exchange, such Notes, the Registrar shall register the transfer or make such exchange as requested if its requirements for such transactions and any applicable requirements hereunder are satisfied. To permit registrations of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate and deliver Certificated Notes at the Registrar’s request.

     (f)     The Issuer shall not be required to make and the Registrar need not register the transfer or exchange of Certificated Notes or portions thereof selected for redemption (except, in the case of a Certificated Note to be redeemed in part, the portion of such Note not to be redeemed) or any Certificated Notes for a period of fifteen (15) calendar days before a selection of Notes to be redeemed.

     (g)     No service charge shall be made for any registration of transfer or exchange of Notes, but the Issuer may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer of Notes (other than in respect of a Registered Exchange Offer, except as provided in the Registration Rights Agreement).

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     (h)     All Notes issued upon any registration of transfer or exchange pursuant to the terms of this Indenture will evidence the same debt and will be entitled to the same benefits under this Indenture as the Notes surrendered for such registration of transfer or exchange.

     (i)     Any Holder of a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Note may be effected only through a book entry system maintained by the Depositary (or its agent), and that ownership of a beneficial interest in the Notes represented thereby shall be required to be reflected in book-entry form. Transfers of a Global Note shall be limited to transfers, in whole and not in part, to the Depositary, its successors, and their respective nominees. Interests of beneficial owners in a Global Note shall be transferred in accordance with the rules and procedures of the Depositary (or its successors), which shall, in the case of the Initial Global Notes, include restrictions designed to ensure that the beneficial owners of such Initial Global Notes are QIBs or Non-U.S. Persons.

     SECTION 2.08. Replacement Notes. If a mutilated Note is surrendered to the Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Issuer shall issue and the Trustee shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met and the Holder satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Issuer, such Holder shall furnish an indemnity bond sufficient in the judgment of the Issuer and the Trustee to protect the Issuer, the Trustee, the Paying Agent, the Registrar and any co-registrar from any loss or liability which any of them may suffer if a Note is replaced. The Issuer and the Trustee may charge the Holder for their expenses in replacing a Note.

     Every replacement Note is an additional obligation of the Issuer.

     SECTION 2.09. Outstanding Notes. Notes outstanding at any time are all Notes authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation and those described in this Section as not outstanding. A Note does not cease to be outstanding because the Issuer or an Affiliate of the Issuer holds the Note.

     If a Note is replaced pursuant to Section 2.08, it ceases to be outstanding unless the Trustee and the Issuer receive proof satisfactory to them that the replaced Note is held by a bona fide purchaser.

     If the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a Redemption Date or maturity date money sufficient to pay all principal, premium, if any, and interest and Liquidated Damages, if any, payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Noteholders on that date pursuant to the terms of this Indenture, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases to accrue.

     SECTION 2.10. Temporary Notes. Until definitive Notes are ready for delivery, the Issuer may prepare and the Trustee shall authenticate and deliver temporary Notes. Temporary

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Notes shall be substantially in the form of definitive Notes but may have variations that the Issuer considers appropriate for temporary Notes. Without unreasonable delay, the Issuer shall prepare and the Trustee shall authenticate definitive Notes and deliver them in exchange for temporary Notes.

     SECTION 2.11. Cancellation. The Issuer at any time may deliver Notes to the Trustee for cancellation. The Registrar and the Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else shall cancel and destroy (subject to the record retention requirements of the Exchange Act) all Notes surrendered for registration of transfer, exchange, payment or cancellation and deliver a certificate of such destruction to the Issuer unless the Issuer directs the Trustee to deliver canceled Notes to the Issuer; provided, that the Trustee shall not be required to destroy any Notes. The Issuer may not issue new Notes to replace Notes it has redeemed, paid or delivered to the Trustee for cancellation.

     SECTION 2.12. Payment of Interest, Interest Rights Preserved. Interest on any Note which is payable, and is paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name such Note is registered at the close of business on the Record Date for such interest payment, which shall be the April 1 or October 1 (whether or not a Business Day) immediately preceding such Interest Payment Date.

     Any interest on any Note which is payable, but is not paid or duly provided for, on any Interest Payment Date (herein called “Defaulted Interest”) shall forthwith cease to be payable to the registered Holder on the relevant Record Date, and, except as hereinafter provided, such Defaulted Interest, and any interest payable on such Defaulted Interest, may be paid by the Issuer, at its election, as provided in clause (a) or (b) below:

     (a)     The Issuer may elect to make payment of any Defaulted Interest, and any interest payable on such Defaulted Interest, to the Persons in whose names the Notes are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Issuer shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on the Notes and the date of the proposed payment, and at the same time the Issuer shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as provided in this Section 2.12(a). Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than fifteen (15) calendar days and not less than ten (10) calendar days prior to the date of the proposed payment and not less than ten (10) calendar days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Issuer of such Special Record Date and, in the name and at the expense of the Issuer, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be sent, first-class mail, postage prepaid, to each Holder at such Holder’s address as it appears in the Note Register, not less than ten (10) calendar days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been mailed as

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aforesaid, such Defaulted Interest shall be paid to the Persons in whose names the Notes are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following clause (b); or

     (b)     The Issuer may make payment of any Defaulted Interest, and any interest payable on such Defaulted Interest, on the Notes in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Issuer to the Trustee of the proposed payment pursuant to this clause (b), such manner of payment shall be deemed practicable by the Trustee.

     Subject to the foregoing provisions of this Section 2.12, each Note delivered under this Indenture upon registration of transfer of, or in exchange for, or in lieu of, any other Note, shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Note.

     SECTION 2.13 Add-On Notes. The Issuer may, from time to time, subject to compliance with any other applicable provisions of this Indenture (including but not limited to Section 4.08), without the consent of the Holders, create and issue pursuant to this Indenture additional notes in unlimited aggregate principal amounts, having terms and conditions identical to those of the Notes except for the date of issuance (“Add-On Notes”) (or the same except for the payment of interest accruing prior to the date of issuance of such Add-On Notes and as otherwise provided in the following sentence), which Add-On Notes will be treated, together with any other outstanding Notes, as a single issue of securities. The Issuer may, in connection with the issuance of any Add-On Notes, by Board Resolution or supplemental indenture make appropriate adjustments to this Article II applicable to such Add-On Notes in order to ensure compliance with the Securities Act and any registration rights or similar agreement applicable to such Add-On Notes.

     SECTION 2.14. CUSIP or ISIN Numbers. (a) The Issuer in issuing the Notes may use CUSIP or ISIN numbers (if then generally in use) and, if so, the Trustee shall use CUSIP or ISIN numbers, as applicable, in notices of redemption as a convenience to Holders; provided, that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption shall not be affected by any defect in or omission of such numbers.

     (b)     In the event that the Issuer shall issue and the Trustee shall authenticate any Add-On Notes pursuant to Section 2.02, the Issuer shall use its best efforts to obtain the same CUSIP or ISIN number for such Add-On Notes as is printed on the Notes outstanding at such time; provided, however, that if any Add-On Notes are determined, pursuant to an Opinion of Counsel, to be a different class of security than the Notes outstanding at such time for federal income tax purposes, the Issuer may obtain a CUSIP or ISIN number for such series of Add-On Notes that is different from the CUSIP or ISIN number printed on the Notes then outstanding and if any Add-On Notes are required to carry a Private Placement Legend and other Notes outstanding at such

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time are not or vice versa, the Issuer may obtain and use a different CUSIP or ISIN number for such Add-On Notes for such time as such difference applies.

     SECTION 2.15. Transfers, etc. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment by such Holder of such Holder’s Note in violation of any provision of this Indenture or applicable U.S. Federal or state securities law.

ARTICLE 3

REDEMPTION

     SECTION 3.01. Notices to Trustee. If the Issuer elects to redeem Notes pursuant to paragraph 8 of the Initial Notes or paragraph 7 of the Exchange Notes, it shall notify the Trustee in writing of the Redemption Date and the principal amount of Notes to be redeemed.

     The Issuer shall give each notice to the Trustee provided for in this Section 3.01 not less than thirty (30) days nor more than sixty (60) days before the Redemption Date unless the Trustee consents to a shorter period. Such notice shall be accompanied by an Officers’ Certificate and an Opinion of Counsel from the Issuer to the effect that such redemption will comply with the conditions herein.

     SECTION 3.02. Selection of Notes To Be Redeemed. If fewer than all the Notes are to be redeemed, the Trustee shall select the Notes to be redeemed pro rata or by lot or by a method that complies with applicable legal and securities exchange requirements, if any, and that the Trustee considers fair and appropriate and in accordance with methods generally used at the time of selection by fiduciaries in similar circumstances. The Trustee shall make the selection from outstanding Notes not previously called for redemption. The Trustee may select for redemption portions of the principal of Notes that have denominations larger than $1,000. Notes and portions of them the Trustee selects shall be in amounts of $1,000 or a whole multiple of $1,000. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Issuer promptly of the Notes or portions of Notes to be redeemed.

     SECTION 3.03. Notice of Redemption. At least twenty (20) days but not more than sixty (60) days before a Redemption Date, the Issuer shall mail a notice of redemption by first-class mail, postage prepaid, to each Holder of Notes to be redeemed.

     The notice shall identify the Notes to be redeemed and shall state:

     (a)     the Redemption Date;

     (b)     the Redemption Price;

     (c)     the name and address of the Paying Agent;

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     (d)     that Notes called for redemption must be surrendered to the Paying Agent to collect the Redemption Price;

     (e)     if any Global Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed and that, after the Redemption Date, such Global Note, with a notation on Schedule A thereof adjusting the principal amount thereof to be equal to the unredeemed portion, will be returned to the Holder thereof,

     (f)     if any Certificated Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed and that, after the Redemption Date, a new Certificated Note or Certificated Notes in principal amount equal to the unredeemed portion will be issued;

     (g)     if fewer than all the outstanding Notes are to be redeemed, the identification and principal amounts of the particular Notes to be redeemed;

     (h)     that, unless the Issuer defaults in making such redemption payment or the Paying Agent is prohibited from making such payment pursuant to the terms of this Indenture, interest on Notes (or portion thereof) called for redemption ceases to accrue on and after the Redemption Date; and

     (i)     that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Notes.

     At the Issuer’s request, the Trustee shall give the notice of redemption in the Issuer’s name and at the Issuer’s expense. In such event, the Issuer shall provide the Trustee with the information required by this Section 3.03.

     SECTION 3.04. Effect of Notice of Redemption. Once notice of redemption is mailed, Notes called for redemption become due and payable on the Redemption Date and at the Redemption Price stated in the notice. Upon surrender to the Paying Agent, such Notes shall be paid at the Redemption Price stated in the notice, plus accrued interest to the Redemption Date. Failure to give notice or any defect in the notice to any Holder shall not affect the validity of the notice to any other Holder.

     SECTION 3.05. Deposit of Redemption Price. On or prior to the Redemption Date, the Issuer shall deposit with the Paying Agent (or, if the Issuer or a domestically incorporated wholly-owned Subsidiary is the Paying Agent, shall segregate and hold in trust) money in immediately available funds, sufficient to pay the Redemption Price of and accrued interest on all Notes to be redeemed on that date other than Notes or portions of Notes called for redemption which have been delivered by the Issuer to the Trustee for cancellation.

     So long as the Issuer complies with the preceding paragraph and the other provisions of this Article 3, interest on the Notes or portions thereof to be redeemed on the applicable Redemption Date shall cease to accrue from and after such date and such Notes or portions thereof shall be deemed not to be entitled to any benefit under this Indenture except to receive payment of the Redemption Price on the Redemption Date (subject to the right of each Holder of

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record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). If any Note called for redemption shall not be so paid upon surrender for redemption, then, from the Redemption Date until such Redemption Price is paid, interest shall be paid on the unpaid principal and premium, if any, and, to the extent permitted by law, on any accrued but unpaid interest thereon, in each case at the rate prescribed therefor by such Notes.

     SECTION 3.06. Notes Redeemed in Part. Upon surrender of a Note that is redeemed in part, the Issuer shall execute and the Trustee shall authenticate for the Holder of the Note being surrendered (at the Issuer’s expense) a new Note equal in principal amount to the unredeemed portion of the Note surrendered.

ARTICLE 4

COVENANTS

     SECTION 4.01. Payment of Notes. The Issuer shall promptly pay the principal of, premium, if any, and interest and Liquidated Damages, if any, on the Notes on the dates and in the manner provided in the Notes and in this Indenture. Principal, premium, if any, and interest and Liquidated Damages, if any, shall be considered paid on the date due if on such date the Trustee or the Paying Agent holds in accordance with this Indenture money sufficient to pay all principal, premium, if any, and interest and Liquidated Damages, if any, then due and the Trustee or the Paying Agent, as the case may be, is not prohibited from paying such money to the Noteholders on that date pursuant to the terms of this Indenture.

     To the extent lawful, the Issuer shall pay interest on overdue principal, overdue premium, Defaulted Interest and Liquidated Damages (without regard to any applicable grace period) at the interest rate borne on the Notes. The Issuer’s obligation pursuant to the previous sentence shall apply whether such overdue amount is due at its maturity, as a result of the Issuer’s obligations pursuant to Sections 3.05, Section 4.11 or Section 4.14 hereof, or otherwise.

     All payments with respect to a Global Note or a Certificated Note (including principal, premium, if any, interest and Liquidated Damages, if any) the Holders of which have given wire transfer instructions to the Issuer will be required to be made by wire transfer of immediately available funds to the account or (in the case of a Global Note) accounts specified by the Holders thereof or, if no such account is specified, by sending via first-class mail, postage prepaid, a check to each such Holders’ registered address.

     SECTION 4.02. Maintenance of Office or Agency. The Issuer shall maintain an office or agency where Notes may be presented or surrendered for payment and where Notes may be surrendered for registration of transfer or exchange, which shall initially be the office of the Trustee in Dallas, Texas. The Issuer shall maintain an office where notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served, which office shall be initially the Corporate Trust Office designated in the definition of “Corporate Trust Office.” The Issuer shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Issuer shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such

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presentations, surrenders, notices and demands may be made or served at the designated office of the Trustee, and the Issuer hereby appoints the Trustee its agent to receive all presentations, surrenders, notices and demands.

     The Issuer may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all of such purposes, and may from time to time rescind such designations; provided, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain an office or agency for such purposes. The Issuer shall give prompt written notice to the Trustee of any such designation and any change in the location of any such other office or agency.

     The Issuer hereby designates the Dallas, Texas office of the Trustee as one such office or agency of the Issuer in accordance with Section 2.03 hereof.

     SECTION 4.03. Money for the Notes to be Held in Trust. If the Issuer, any Subsidiary of the Issuer or any of their respective Affiliates shall at any time act as Paying Agent with respect to the Notes, such Paying Agent shall, on or before each due date of the principal of, premium, if any, or interest or Liquidated Damages, if any, on any of the Notes, segregate and hold in trust for the benefit of the Persons entitled thereto money sufficient to pay the principal, premium, if any, or interest or Liquidated Damages, if any, so becoming due until such money shall be paid to such Persons or otherwise disposed of as herein provided, and shall promptly notify the Trustee of its action or failure so to act.

     Whenever the Issuer shall have one or more Paying Agents with respect to the Notes, it shall, prior to 10:00 a.m. New York, New York time on each due date of the principal of, premium, if any, or interest or Liquidated Damages, if any, on any of the Notes, deposit with a Paying Agent a sum sufficient to pay the principal, premium, if any, or interest or Liquidated Damages, if any, so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium, if any, or interest or Liquidated Damages, if any, and (unless such Paying Agent is the Trustee) the Paying Agent shall promptly notify the Trustee of the Issuer’s action or failure so to act.

     SECTION 4.04. Corporate Existence. Subject to the provisions of Article 5 hereof, the Issuer shall do or cause to be done all things necessary to preserve and keep in full force and effect the corporate existence, rights (charter and statutory) and franchises of the Issuer and each of its Restricted Subsidiaries; provided, that the Issuer and any such Restricted Subsidiary shall not be required to preserve the corporate existence of any such Restricted Subsidiary or any such right or franchise if the Board of Directors shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Issuer and that the loss thereof is not disadvantageous in any material respect to the Holders.

     SECTION 4.05. Maintenance of Property. The Issuer shall cause all Property used in the conduct of its business or the business of any of its Restricted Subsidiaries to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment and shall cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as, in the judgment of the Issuer, may be necessary so that the business

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carried on in connection therewith may be properly and advantageously conducted at all times; provided, that nothing in this Section 4.05 shall prevent the Issuer from discontinuing the operation or maintenance of any of such Property if such discontinuance is, in the judgment of the Issuer, desirable in the conduct of its business or the business of any of its Subsidiaries and not disadvantageous in any material respect to the Holders.

     SECTION 4.06. Payment of Taxes and Other Claims. The Issuer and its Subsidiaries shall pay or discharge or cause to be paid or discharged, before the same shall become delinquent (a) all material obligations and liabilities, (b) all taxes, assessments and governmental charges levied or imposed upon the Issuer or any of its Subsidiaries or upon the income, profits or Property of the Issuer or any of its Subsidiaries and (c) all material lawful claims for labor, materials and supplies which, if unpaid, might by law become a Lien upon the Property of the Issuer or any of its Subsidiaries; provided, that the Issuer shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP or other appropriate provision has been made.

     SECTION 4.07. SEC and Other Reports. Notwithstanding that the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Issuer shall file with the SEC, to the extent permitted, the information, documents and other periodic or current reports as are specified in Sections 13 or 15(d) of the Exchange Act and applicable to a U.S. corporation subject to such Sections, such information, documents and reports to be so filed at the times specified for the filing of such information, documents and reports under such Sections. In addition, the Issuer will make available, upon request, to any Holder and any prospective purchaser of Notes the information required pursuant to Rule 144A(d)(4) under the Securities Act during any period in which the Issuer is not either subject to or filing reports under Section 13 or 15(d) of the Exchange Act. The Issuer also shall comply with the provisions of Section 314(a) of the TIA. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein, including the Issuer’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

     SECTION 4.08. Limitation on Indebtedness. The Issuer shall not, and shall not permit any Restricted Subsidiary to, incur, directly or indirectly, any Indebtedness (including any Acquired Indebtedness) other than Permitted Indebtedness. Notwithstanding the foregoing, in addition to Permitted Indebtedness, the Issuer may incur Indebtedness (including Acquired Indebtedness) and any Restricted Subsidiary may incur Acquired Indebtedness and guarantee Senior Credit Facility obligations, if, in either case, (i) no Default or Event of Default shall have occurred and be continuing on the date of the proposed incurrence of Indebtedness or would result as a consequence of such proposed incurrence and (ii) immediately after giving effect to such proposed incurrence, the Consolidated Leverage Ratio of the Issuer is less than 7.0 to 1.0.

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     SECTION 4.09. Limitation on Restricted Payments.

     (a)     The Issuer shall not, and shall not permit any Restricted Subsidiary, directly or indirectly, to, make a Restricted Payment if at the time the Issuer or such Restricted Subsidiary makes such Restricted Payment:

     (i)     a Default or Event of Default shall have occurred and be continuing (or would result therefrom); or

     (ii)     the Issuer or such Restricted Subsidiary is not able to incur, after giving effect to such Restricted Payment, an additional $1.00 of Indebtedness pursuant to the second sentence of Section 4.08; or

     (iii)     the aggregate amount of such Restricted Payment and all other Restricted Payments since the Issue Date (other than Restricted Payments referred to in items (b)(i) and (b) (ii) below) would exceed the sum of:

     (A)     one hundred percent (100%) of the Consolidated EBITDA accrued on a cumulative basis during the period (treated as one accounting period) beginning on the first day of the fiscal quarter beginning immediately following the Issue Date to the end of the most recent fiscal quarter ending at least forty-five (45) days prior to the date of such Restricted Payment (or, in case such Consolidated Net EBITDA shall be a deficit, minus 100% of such deficit) less 1.4 times Consolidated Interest Expense for the same period;

     (B)     the aggregate Net Cash Proceeds received by the Issuer from the issuance or sale of, or as a capital contribution in respect of, its Capital Stock (other than Disqualified Stock) subsequent to the Issue Date (other than an issuance or sale to a Subsidiary of the Issuer and other than an issuance or sale to an employee stock ownership plan or to a trust established by the Issuer or any of its Subsidiaries for the benefit of their employees);

     (C)     the amount by which Indebtedness of the Issuer is reduced on the Issuer’s balance sheet upon the conversion or exchange (other than by a Subsidiary of the Issuer) subsequent to the Issue Date of any Indebtedness of the Issuer convertible or exchangeable for Capital Stock (other than Disqualified Stock) of the Issuer (less the amount of any cash, or the fair value of any other property, distributed by the Issuer upon such conversion or exchange);

     (D)     an amount equal to the sum of (i) the net reduction in Investment in any Person resulting from dividends, repayments of loans or advances or other transfers of assets, in each case to the Issuer or any Restricted Subsidiary from such Person, and (ii) the portion (proportionate to the Issuer’s equity interest in such Subsidiary) of the fair market value of the net assets of an Unrestricted Subsidiary at the time such Unrestricted Subsidiary is designated a Restricted Subsidiary; provided, that the foregoing sum shall not exceed, in the case of any

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Unrestricted Subsidiary, the amount of Investments previously made (and treated as a Restricted Payment) by the Issuer or any Restricted Subsidiary in such Unrestricted Subsidiary; and

     (E) $5.0 million.

     (b)     The provisions of the foregoing paragraph (a) shall not prohibit:

     (i)     if no Default or Event of Default shall have occurred and be continuing, any purchase or redemption of Capital Stock or Subordinated Obligations of the Issuer made by exchange for, or out of the proceeds of the substantially concurrent sale of, or capital contribution in respect of, Capital Stock of the Issuer (other than Disqualified Stock and other than Capital Stock issued or sold to a Subsidiary of the Issuer); provided, that (A) such purchase or redemption shall be excluded in the calculation of the amount of Restricted Payments and (B) the Net Cash Proceeds from such sale or capital contribution shall be excluded from the calculation of amounts under clause (iii) (B) of paragraph (a) above;

     (ii)     if no Default or Event of Default exists, any purchase, repurchase, redemption, defeasance or other acquisition or retirement for value of Subordinated Obligations made by exchange for, or out of the proceeds of the substantially concurrent sale of, Indebtedness of the Issuer which is permitted to be incurred under Section 4.08; provided, that such purchase, repurchase, redemption, defeasance or other acquisition or retirement for value shall be excluded in the calculation of the amount of Restricted Payments;

     (iii)     dividends paid within sixty (60) days after the date of declaration thereof if at such date of declaration such dividend would have complied with this covenant; provided, however, that at the time of payment of such dividend, no other Default shall have occurred and be continuing (or result therefrom); provided further, that such dividend shall be included in the calculation of the amount of Restricted Payments; and

     (iv)     if no other Default or Event of Default shall have occurred and be continuing or would result therefrom, any purchase of any fractional share of Capital Stock of the Issuer resulting from (A) any dividend or other distribution on outstanding shares of Capital Stock that is payable in shares of such Capital Stock (including any stock split or subdivision of the outstanding Capital Stock of the Issuer), (B) any combination of all of the outstanding shares of Capital Stock of the Issuer, (C) any reorganization or consolidation of the Issuer in any merger of the Issuer with or into any other Person or (D) the conversion of any securities of the Issuer into shares of Capital Stock of the Issuer; provided, however, that all such purchases of fractional shares shall be included in the calculation of the amount of Restricted Payments.

     SECTION 4.10. Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Issuer shall not, and shall not permit any Restricted Subsidiary to, create or

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otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary:

     (a)     to pay dividends or make any other distributions on its Capital Stock or any other interest or participation in, or measured by the profits of the Issuer or such Restricted Subsidiary or pay any Indebtedness owed to the Issuer;

     (b)     to make any loans or advances to the Issuer or to any Restricted Subsidiary; or

     (c)     to transfer any of its property or assets to the Issuer or to any Restricted Subsidiary.

     Notwithstanding the foregoing, this covenant shall not prohibit any encumbrance or restriction existing under or by reason of:

     (i)     the Senior Credit Facility as in effect on the Issue Date and as the same may be amended, modified, restated, supplemented or refinanced from time to time; provided, however, that the restrictions contained in any such amendment, modification, restatement, supplement or other agreement are no less favorable in any material respect to the Noteholders than restrictions contained in the Senior Credit Facility on the Issue Date;

     (ii)     any encumbrances or restrictions existing as of the Issue Date or pursuant to any agreement governing Indebtedness in existence on the Issue Date, in each case as in effect on the Issue Date;

     (iii)     the Notes, this Indenture or any Guarantee;

     (iv)     any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired;

     (v)     Refinancing Indebtedness incurred to refinance Indebtedness referred to in clause (ii) or (iv); provided, however, that the encumbrances and restrictions contained in any such refinancing agreement are no less favorable to the Noteholders than encumbrances and restrictions contained in such agreements governing the Indebtedness being refinanced;

     (vi)     customary nonassignment provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder;

     (vii)     security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements or mortgages;

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     (viii)     restrictions with respect to a Restricted Subsidiary imposed pursuant to a binding agreement which has been entered into for the sale or disposition of capital stock or assets of such Restricted Subsidiary; provided, that such restrictions apply solely to the capital stock or assets of such Restricted Subsidiary;

     (ix)     Liens securing Indebtedness otherwise permitted to be incurred by Section 4.15 that limit the right of the Issuer or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien; and

     (x)     applicable law.

     SECTION 4.11. Limitation on Sales of Assets and Subsidiary Stock.

     (a)     The Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless:

     (i)     the Issuer or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the fair market value (including as to the value of all non-cash consideration) of the shares and assets subject to such Asset Sale (which fair market value shall be determined in good faith by the Board of Directors for any transaction (or series of transactions) involving in excess of $1,000,000) and at least 75% of the consideration received therefor by the Issuer or such Restricted Subsidiary is in the form of (A) cash or Cash Equivalents and is received at the time of such sale or (B) (1) long-term assets to be used by the Issuer or any Restricted Subsidiary in a Related Business or (2) capital stock of a Restricted Subsidiary or a Person engaged primarily in a Related Business that will become, upon such purchase, a Restricted Subsidiary (collectively, “Replacement Assets”); and

     (ii)     an amount equal to 100% of the Net Available Cash from such Asset Sale is applied by the Issuer (or such Restricted Subsidiary, as the case may be):

     (A)     first, to the extent the Issuer elects (or is required by the terms of the Senior Credit Facility or other Senior Indebtedness), to prepay or repay outstandings under the Senior Credit Facility or such other Senior Indebtedness; provided, that (1) there is a permanent reduction in the availability of funds under the Senior Credit Facility or such other Senior Indebtedness in an amount equal to such prepayment or repayment and (2) such prepayment or repayment is made within three hundred sixty-five (365) days from the date of such Asset Sale; and

     (B)     second, to the extent the Issuer elects, and within three hundred sixty-five (365) days from the date of such Asset Sale, to purchase, construct or improve Replacement Assets.

     (b)     Any Net Available Cash not applied within three hundred sixty-five (365) days after the consummation of an Asset Sale as provided in clauses (A) or (B) of paragraph (ii) above

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will be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $5,000,000, the Issuer will be required to make an offer to all Holders (an “Asset Sale Offer”), to purchase, on a pro rata basis the principal amount of Notes equal in amount to the Excess Proceeds (and not just the amount thereof that exceeds $5,000,000) (the “Asset Sale Offer Amount”), at a purchase price in cash in an amount equal to one hundred percent (100%) of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon to the date of purchase (subject to the right of each Holder of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), in accordance with the procedures set forth in this Indenture, and in accordance with the following standards:

     (i)      If the aggregate principal amount of Notes tendered pursuant hereto and instruments tendered pursuant to any other offer to purchase the Issuer is required to extend in connection with a sale of assets under any pari passu Indebtedness is greater than the Excess Proceeds, the Trustee shall select the Notes and such other instruments of pari passu Indebtedness to be purchased on a pro rata basis, based on the aggregate principal amount of Notes and such other instruments of pari passu Indebtedness tendered.

     (ii)     If the aggregate principal amount of Notes tendered pursuant hereto and other instruments of pari passu Indebtedness tendered pursuant to any other offers to purchase that the Issuer is required to extend in connection with a sale of assets is less than the Excess Proceeds, the Issuer may use any remaining Excess Proceeds following the completion of the Asset Sale Offer for general corporate purposes (subject to the other provisions of this Indenture).

     Upon completion of an Asset Sale Offer, the amount of Excess Proceeds then required to be otherwise applied in accordance with this covenant shall be reset to zero, subject to any subsequent Asset Sale.

     (c)     In the event of the transfer of substantially all (but not all) of the property and assets of the Issuer and its Subsidiaries as an entirety to a Person in a transaction permitted under Section 5.01 below, the successor corporation shall be deemed to have sold the properties and assets of the Issuer and its Subsidiaries not so transferred for purposes of this covenant, and shall comply with the provisions of this covenant with respect to such deemed sale as if it were an Asset Sale. In addition, the fair market value of such properties and assets of the Issuer or its Subsidiaries deemed to be sold shall be deemed to be Net Available Cash for purposes of this covenant.

     (d)      If at any time any non-cash consideration received by the Issuer or any Subsidiary in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash, then such conversion or disposition shall be deemed to constitute an Asset Sale hereunder and the Net Available Cash thereof shall be applied in accordance with this covenant.

     (e)       Within thirty (30) calendar days after the date the amount of Excess Proceeds exceeds $5,000,000, the Issuer, or the Trustee at the written request and expense of the Issuer,

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shall send to each Holder by first-class mail, postage prepaid, a notice prepared by the Issuer stating:

     (i)      that an Asset Sale Offer is being made pursuant to this Section 4.11 and that all Notes that are timely tendered will be accepted for payment, subject to proration if the amount of Excess Proceeds is less than the aggregate principal amount of all Notes timely tendered pursuant to the Asset Sale Offer;

     (ii)     the Asset Sale Offer Amount, the amount of Excess Proceeds that are available to be applied to purchase tendered Notes, and the date Notes are to be purchased pursuant to the Asset Sale Offer (the “Asset Sale Purchase Date”), which date shall be a Business Day no earlier than thirty (30) calendar days nor later than sixty (60) calendar days subsequent to the date such notice is mailed;

     (iii)     that any Notes or portions thereof not tendered or accepted for payment will continue to accrue interest;

     (iv)     that, unless the Issuer defaults in the payment of the Asset Sale Offer Amount with respect thereto, all Notes or portions thereof accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest from and after the Asset Sale Purchase Date;

     (v)     that any Holder electing to have any Notes or portions thereof purchased pursuant to the Asset Sale Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Asset Sale Purchase Date;

     (vi)     that any Holder shall be entitled to withdraw such election if the Paying Agent receives, not later than the close of business on the fifth Business Day preceding the Asset Sale Purchase Date, a facsimile transmission or letter, setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing such Holder’s election to have such Notes or portions thereof purchased pursuant to the Asset Sale Offer;

     (vii)     that any Holder electing to have Notes purchased pursuant to the Asset Sale Offer must specify the principal amount that is being tendered for purchase, which principal amount must be $1,000 or an integral multiple thereof;

     (viii)     if Certificated Notes have been issued hereunder, that any Holder of Certificated Notes whose Certificated Notes are being purchased only in part will be issued new Certificated Notes equal in principal amount to the unpurchased portion of the Certificated Note or Notes surrendered, which unpurchased portion will be equal in principal amount to $1,000 or an integral multiple thereof;

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     (ix)     that the Trustee will return to the Holder of a Global Note that is being purchased in part, such Global Note with a notation on Schedule A thereof adjusting the principal amount thereof to be equal to the unpurchased portion of such Global Note; and

     (x)     any other information necessary to enable any Holder to tender Notes and to have such Notes purchased pursuant to this Section 4.11.

     (f)       On the Asset Sale Purchase Date, the Issuer shall (i) accept for payment any Notes or portions thereof properly tendered and selected for purchase pursuant to the Asset Sale Offer and Section 4.11(e) hereof, (ii) irrevocably deposit with the Paying Agent, by 10:00 a.m., New York City time, on such date, in immediately available funds, an amount equal to the Asset Sale Offer Amount in respect of all Notes or portions thereof so accepted; and (iii) deliver, or cause to be delivered, to the Trustee the Notes so accepted together with an Officers’ Certificate listing the Notes or portions thereof tendered to the Issuer and accepted for payment. Subject to the provisions of Section 4.01, the Paying Agent shall promptly send by first class mail, postage prepaid, to each Holder of Notes or portions thereof so accepted for payment the Asset Sale Offer Amount for such Notes or portions thereof. The Issuer shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Asset Sale Purchase Date. For purposes of this Section 4.11, the Trustee shall act as the Paying Agent.

     (g)     Upon surrender and cancellation of a Certificated Note that is purchased in part, the Issuer shall promptly issue and the Trustee shall authenticate and deliver to the surrendering Holder of such Certificated Note, a new Certificated Note equal in principal amount to the unpurchased portion of such surrendered Certificated Note; provided that each such new Certificated Note shall be in a principal amount of $1,000 or an integral multiple thereof.

     (h)     Upon surrender of a Global Note that is purchased in part, the Paying Agent shall forward such Global Note to the Trustee who shall make a notation on Schedule A thereof to reduce the principal amount of such Global Note, as provided in Section 2.06(c) hereof.

     (i)     The Issuer shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 4.11. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.11 by virtue thereof.

     SECTION 4.12. Limitation on Affiliate Transactions.

     (a)     Except for Excluded Transactions, the Issuer shall not, and shall not permit any Restricted Subsidiary to, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property, employee compensation arrangements or the rendering of any service) with any Affiliate of the Issuer (an “Affiliate Transaction”) unless the terms thereof:

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     (i)      are no less favorable to the Issuer or such Restricted Subsidiary than those that could be obtained at the time of such transaction in arm’s-length dealings with a Person who is not such an Affiliate;

     (ii)     if such Affiliate Transaction involves an amount in excess of $1,000,000, (A) are set forth in writing and (B) have been approved by a majority of the disinterested members of the Board of Directors; and

     (iii)     if such Affiliate Transaction involves an amount in excess of $5,000,000, have been determined by a nationally recognized investment banking or accounting firm having experience in such matters to be fair, from a financial point of view, to the Issuer and its Restricted Subsidiaries.

     (b)     The provisions of the foregoing paragraph (a) shall not prohibit:

     (i)     any Restricted Payment permitted to be paid pursuant to Section 4.09 so long as any payment to a Permitted Holder is made ratably to all stockholders of the applicable class of Capital Stock;

     (ii)     any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock options and stock ownership plans or similar employee benefit plans or arrangements approved by the Board of Directors;

     (iii)     the grant of stock options or similar rights to employees and directors of the Issuer pursuant to plans in existence on the Issue Date and plans approved by the Board of Directors;

     (iv)     loans or advances to employees in the ordinary course of business in accordance with the past practices of the Issuer or its Restricted Subsidiaries, but in any event not to exceed $1,000,000 in the aggregate outstanding at any one time;

     (v)     the payment of reasonable fees to directors of the Issuer and its Restricted Subsidiaries who are not employees of the Issuer or its Restricted Subsidiaries; and

     (vi)     any Affiliate Transaction (x) between the Issuer and a Restricted Subsidiary or (y) between Restricted Subsidiaries.

     SECTION 4.13. Limitation on the Sale or Issuance of Capital Stock of Restricted Subsidiaries. The Issuer shall not sell or otherwise dispose of any shares of Capital Stock of a Restricted Subsidiary, and shall not permit any Restricted Subsidiary, directly or indirectly, to issue or sell or otherwise dispose of any shares of its Capital Stock except to the Issuer or a wholly-owned Restricted Subsidiary; provided, that this covenant will not prohibit (i) the sale of all of the shares of the Capital Stock of any Restricted Subsidiary owned at the time of such sale by the Issuer or any other Restricted Subsidiary effected in accordance with Section 4.11 and Section 5.01, (ii) the issuance of shares of Capital Stock of a Restricted Subsidiary pursuant to

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employee benefit plans or arrangements approved by the Board of Directors of the Issuer or the applicable Restricted Subsidiary, (iii) the sale, pursuant to an underwritten registered public offering, of shares of Capital Stock of a Restricted Subsidiary effected in accordance with Section 4.11 or (iv) the issuance of Capital Stock to the Issuer or a Restricted Subsidiary in an Investment described by clause (i) in the definition of “Permitted Investment.”

     SECTION 4.14. Change of Control.

     (a)     Upon the occurrence of any of the following events (each a “Change of Control”), each Holder shall have the right to require that the Issuer repurchase such Holder’s Notes pursuant to the offer described in Section 4.14(b) hereof (the “Change of Control Offer”) at a purchase price (the “Change of Control Purchase Price”) in cash equal to one hundred and one percent (101%) of the aggregate principal amount of such Notes (or portions thereof) to be redeemed plus accrued and unpaid interest and Liquidated Damages, if any, thereon, to the purchase date (the “Change of Control Payment Date”) (subject to the right of holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date):

     (i)     (A) the Permitted Holders cease to be the “beneficial owners” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, in the aggregate of at least 50.1% of the total voting power of the Voting Stock of the Issuer or (B) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than one or more Permitted Holders, is or becomes the “beneficial owner” (as defined in Rules 13d-3 and l3d-5 under the Exchange Act, provided, that for purposes of this clause (B) such person shall be deemed to have “beneficial ownership” of all shares that any such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than twenty-five percent (25%) of the total voting power of the Voting Stock of the Issuer (for the purposes of this clause (i) the Permitted Holders shall be deemed to beneficially own any Voting Stock of a Person held by any other Person so long as the Permitted Holders beneficially own, directly or indirectly in the aggregate at least 50.1% of the voting power of the Voting Stock of such other Person);

     (ii)     the Issuer merges with or into another Person or sells, assigns, conveys, transfers, leases or otherwise disposes of all or substantially all of its assets to any Person, or any Person merges with or into the Issuer, in any such event pursuant to a transaction in which the outstanding Voting Stock of the Issuer is converted into or exchanged for cash, securities or other property, other than any such transaction where (x) the outstanding Voting Stock of the Issuer is converted into or exchanged for (1) Voting Stock (other than Disqualified Stock) of the surviving or transferee corporation or (2) cash, securities or other property in an amount which could be paid by the Issuer as a Restricted Payment under Section 4.09 and (y) immediately after such transaction no “person” or “group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act) (other than the Permitted Holders) is the “beneficial owner” (as defined in Rules 13d-3 and l3d-5 under the Exchange Act, except that a person shall be deemed to have “beneficial ownership” of all shares that any such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or

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indirectly, of twenty-five percent (25%) or more of the voting power of the Voting Stock of the surviving or transferee corporation on a Fully Diluted basis;

     (iii)     during any period of two consecutive years, individuals who at the beginning of such period constituted the Board of Directors (together with any new directors whose election by such Board of Directors or whose nomination for election by the shareholders of the Issuer was approved by a vote of sixty-six and two-thirds percent (66 2/3%) of the directors of the Issuer at the time of such approval who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Directors then in office; or

      (iv)     the liquidation or dissolution of the Issuer.

     (b)     Within 30 days following any Change of Control, the Issuer shall mail a notice to each Holder with a copy to the Trustee stating:

     (i)     that a Change of Control has occurred, the circumstances and relevant facts with respect to such Change of Control and that a Change of Control Offer is being made pursuant to this Section 4.14, and that all Notes (or portions thereof) that are timely tendered will be accepted for payment;

     (ii)     the Change of Control Purchase Price and the Change of Control Payment Date, which date shall be a Business Day no earlier than thirty (30) calendar days nor later than sixty (60) calendar days subsequent to the date such notice is mailed;

     (iii)     that any Notes or portions thereof not tendered or accepted for payment will continue to accrue interest;

     (iv)      that, unless the Issuer defaults in the payment of the Change of Control Purchase Price with respect thereto, all Notes or portions thereof accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest from and after the Change of Control Payment Date;

     (v)     that any Holder electing to have any Notes or portions thereof purchased pursuant to a Change of Control Offer will be required to tender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;

     (vi)      that any Holder shall be entitled to withdraw such election if the Paying Agent receives, not later than the close of business on the fifth Business Day preceding the Change of Control Payment Date, a facsimile transmission or letter, setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing such Holder’s election to have such Notes or portions thereof purchased pursuant to the Change of Control Offer;

55

     (vii)     that any Holder electing to have Notes purchased pursuant to the Change of Control Offer must specify the principal amount that is being tendered for purchase, which principal amount must be $1,000 or an integral multiple thereof,

     (viii)     if Certificated Notes have been issued, that any Holder of Certificated Notes whose Certificated Notes are being purchased only in part will be issued new Certificated Notes equal in principal amount to the unpurchased portion of the Certificated Note or Notes surrendered, which unpurchased portion will be equal in principal amount to $1,000 or an integral multiple thereof,

     (ix)     that the Trustee will return to the Holder of a Global Note that is being purchased in part, such Global Note with a notation on Schedule A thereof adjusting the principal amount thereof to be equal to the unpurchased portion of such Global Note; and

     (x)     any other information necessary to enable any Holder to tender Notes and to have such Notes purchased pursuant to this Section 4.14.

     (c)     On the Change of Control Payment Date, the Issuer shall (i) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (ii) irrevocably deposit with the Paying Agent, by 10:00 a.m., New York City time, on such date, in immediately available funds, an amount equal to the Change of Control Purchase Price in respect of all Notes or portions thereof so tendered and (iii) deliver or cause to be delivered to the Trustee the Notes so tendered together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Issuer. Subject to the provisions of Section 4.01 hereof, the Paying Agent shall promptly send by first class mail, postage prepaid, to each Holder of Notes or portions thereof so accepted for payment the Change of Control Purchase Price for such Notes or portions thereof. The Issuer shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. For purposes of this Section 4.14, the Trustee shall act as the Paying Agent.

     (d)     Upon surrender and cancellation of a Certificated Note that is purchased in part pursuant to the Change of Control Offer, the Issuer shall promptly issue and the Trustee shall authenticate and deliver to the surrendering Holder of such Certificated Note a new Certificated Note equal in principal amount to the unpurchased portion of such surrendered Certificated Note; provided, that each such new Certificated Note shall be in a principal amount of $1,000 or an integral multiple thereof.

     (e)     Upon surrender of a Global Note that is purchased in part pursuant to a Change of Control Offer, the Paying Agent shall forward such Global Note to the Trustee who shall make a notation on Schedule A thereof to reduce the principal amount of such Global Note to an amount equal to the unpurchased portion of such Global Note, as provided in Section 2.06(c) hereof.

     (f)     The Issuer shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the

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repurchase of Notes pursuant to this Section 4.14. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.14, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 by virtue thereof.

     (g)     Prior to complying with the provisions of this Section 4.14, but in any event within 30 days following a Change of Control, the Issuer shall, to the extent required, either repay all outstanding Senior Indebtedness or obtain the requisite consents, if any, under all agreements governing outstanding Senior Indebtedness to permit the repurchase of Notes required by this Section 4.14.

     SECTION 4.15. Limitation on Liens. Other than Permitted Liens, the Issuer shall not, and shall not cause or permit any Restricted Subsidiary to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset (including any document or instrument in respect of goods or accounts receivable) of the Issuer or of any Restricted Subsidiary, whether now owned or hereafter acquired, or assign or otherwise convey any right to receive any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any State or under any similar recording or notice statute, unless (i) in the case of Liens securing Indebtedness that is expressly subordinate or junior in right of payment to the Notes, the Notes are secured by a Lien on such property, assets or proceeds that is senior in priority to such Liens and (ii) in all other cases, the Notes are equally and ratably secured.

     SECTION 4.16. Limitation on Layered Indebtedness. Other than in connection with (a) the Senior Credit Facility or (b) the purchase or redemption of minority equity interests in any Restricted Subsidiary from non-Affiliates of the Issuer, the Issuer shall not, and, if at any time Restricted Subsidiaries become Guarantors, shall not permit any Restricted Subsidiary to, directly or indirectly, incur any Indebtedness that is subordinate in right of payment to any other Indebtedness, unless such Indebtedness is subordinate in right of payment to, or ranks pari passu with, the Notes or, in the case of Restricted Subsidiaries that are Guarantors, such Indebtedness is subordinate in right of payment to, or ranks pari passu with, the Guarantees of such Guarantors.

     The Guarantors, if any, will not, directly or indirectly, guarantee any Indebtedness of the Issuer that is subordinate in right of payment to any other Indebtedness of the Issuer unless such guarantee is subordinate in right of payment to, or ranks pari passu with, the Guarantees of such Guarantors.

     SECTION 4.17. Compliance Certificate. The Issuer shall deliver to the Trustee within one hundred twenty (120) days after the end of each fiscal year of the Issuer an Officers’ Certificate stating that in the course of the performance by the signers of their duties as Officers of the Issuer they would normally have knowledge of any Default and whether or not the signers know of any Default that occurred during such period. If they do, the certificate shall describe the Default, its status and what action the Issuer is taking or proposes to take with respect thereto. The Issuer also shall comply with TIA Section 314(a)(4).

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     SECTION 4.18. Waiver of Stay, Extension or Usury Laws. Neither the Issuer nor any Guarantor, if any, will at any time, to the extent that they may lawfully not do so, insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law or any usury law or other law that would prohibit or forgive the Issuer or its Subsidiaries from paying all or any portion of the principal of or premium, if any, or interest or Liquidated Damages, if any, on the Notes as contemplated herein, wherever enacted, now or at any time hereafter in force, or that may affect the covenants or the performance of this Indenture; and, to the extent that they may lawfully do so, the Issuer and the Guarantors hereby expressly waive all benefit or advantage of any such law and expressly agree that they will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

     SECTION 4.19. Investment Company Act. None of the Issuer or its Subsidiaries shall become an investment company subject to registration under the Investment Company Act of 1940, as amended.

     SECTION 4.20. Limitation on Conduct of Business. The Issuer and its Restricted Subsidiaries will not engage in any business other than a Related Business.

     SECTION 4.21. Guarantees of Certain Indebtedness. The Issuer will not permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee or otherwise become liable for, or incur any lien securing, the payment of any Indebtedness of the Issuer (other than obligations under the Senior Credit Facility from time to time outstanding or other Indebtedness not to exceed $2,000,000 in aggregate at any one time outstanding as to all of the Restricted Subsidiaries) unless such Restricted Subsidiary, the Issuer, and the Trustee execute and deliver a supplemental indenture pursuant to which such Restricted Subsidiary becomes a Guarantor of the Notes and otherwise becomes obligated hereunder. Neither the Issuer nor any such Guarantor shall be required to make a notation on the Notes or its Guarantee to reflect any such subsequent Guarantee. Nothing in this covenant shall be construed to permit any Restricted Subsidiary of Susquehanna Media to incur Indebtedness otherwise prohibited by Section 4.08.

     SECTION 4.22. Further Instruments and Acts. Upon request of the Trustee, the Issuer will execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.

ARTICLE 5

SUCCESSOR COMPANY

     SECTION 5.01.  When Issuer May Merge or Transfer Assets.

     (a)     The Issuer shall not, in a single transaction or series of related transactions, consolidate with or merge with or into any Person, or sell or dispose of (or permit any Restricted Subsidiary to sell or dispose of) all or substantially all of the combined assets of the Issuer and its Restricted Subsidiaries to any Person, unless:

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     (i)     the Issuer, in the case of a transaction involving the Issuer, or such Restricted Subsidiary in the case of a transaction involving a Restricted Subsidiary, shall be the resulting, surviving or transferee Person or the resulting, surviving or transferee Person (in either case, the “Successor Company”) shall be a Person organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and the Successor Company (if not the Issuer or such Restricted Subsidiary) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Issuer under the Notes and this Indenture, or the obligation of such Restricted Subsidiary under its Guarantee (if any shall then exist), as the case may be;

     (ii)     immediately after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Company as a result of such transaction as having been incurred by such Successor Company at the time of such transaction), no Default shall have occurred and be continuing,

     (iii)     immediately after giving effect to such transaction, the Issuer, if the transaction involves a Restricted Subsidiary, or the Successor Company would be able to incur an additional $1.00 of Indebtedness pursuant to the second sentence of Section 4.08,

     (iv)     in the case of a transaction involving the Issuer, immediately after giving effect to such transaction, the Successor Company shall have Consolidated Net Worth in an amount that is not less than the Consolidated Net Worth of the Issuer prior to such transaction;

     (v)     if, as a result of any such transaction, property or assets of the Issuer or a Restricted Subsidiary would become subject to a Lien securing Indebtedness not excepted from the provisions of this Indenture described above under Section 4.15, the Issuer, any such Restricted Subsidiary or the Successor Company, as the case may be, shall have secured the Notes (and, if applicable, the relevant Guarantees), as required by such provisions; and

     (vi)     the Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture.

     (b)     the Successor Company shall be the successor to the Issuer or such Restricted Subsidiary, as the case may be, and shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer or such Restricted Subsidiary under the Indenture, but the predecessor Issuer or Restricted Subsidiary in the case of a conveyance, transfer or lease shall not be released from the obligation to pay the principal of and interest on the Notes.

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ARTICLE 6

DEFAULTS AND REMEDIES

     SECTION 6.01. Events of Default. The term “Event of Default,” wherever used herein with respect to the Notes, means any one of the following events (whatever the reason for such event, and whether it shall be voluntary or involuntary, or be effected by operation of law, pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

     (a)     the Issuer defaults in any payment of interest on or Liquidated Damages with respect to any Note when the same becomes due and payable, whether or not such payment shall be prohibited by Article 10, and such default continues for a period of thirty (30) days;

     (b)     the Issuer (i) defaults in the payment of the principal of, or premium, if any, on any Note when the same becomes due and payable at its Stated Maturity, upon redemption, upon declaration or otherwise, whether or not such payment shall be prohibited by Article 10, or (ii) fails to redeem or purchase Notes when required pursuant to this Indenture or the Notes, whether or not such payment shall be prohibited by Article 10;

     (c)     the Issuer fails to observe or perform any covenant, condition or agreement on the part of the Issuer to be observed or performed pursuant to Sections 4.08, 4.09, 4.11, 4.14 and 5.01;

     (d)     the Issuer fails to comply with any of its other agreements or covenants in or provisions of the Notes or this Indenture and such failure continues for forty-five (45) days after the receipt by the Issuer of notice of such Default from the Trustee or the Holders of at least twenty-five percent (25%) in principal amount of the outstanding Notes;

     (e)     Indebtedness of the Issuer or any Subsidiary is not paid within any applicable grace period after final maturity or is accelerated by the holders thereof because of a default and the total amount of such Indebtedness unpaid or accelerated exceeds $5,000,000 or its foreign currency equivalent at the time;

     (f)     the entry by a court having jurisdiction in the premises of (i) a decree or order for relief in respect of the Issuer or any Subsidiary of the Issuer in an involuntary case or proceeding under any Bankruptcy Law or (ii) a decree or order (A) adjudging the Issuer or any Subsidiary of the Issuer a bankrupt or insolvent, or (B) approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of, or in respect of, the Issuer or any Subsidiary of the Issuer under any Bankruptcy Law, or (C) appointing a Custodian of the Issuer or any Subsidiary of the Issuer or of any substantial part of the Property of the Issuer or any Subsidiary of the Issuer, or (D) ordering the winding-up or liquidation of the affairs of the Issuer or any Subsidiary of the Issuer, and in each case, the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of sixty (60) consecutive calendar days; or

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      (g)     (i) the commencement by the Issuer or any Subsidiary of the Issuer of a voluntary case or proceeding under any Bankruptcy Law or of any other case or proceeding to be adjudicated a bankrupt or insolvent; or (ii) the consent by the Issuer or any Subsidiary of the Issuer to the entry of a decree or order for relief in respect of the Issuer or any Subsidiary of the Issuer in an involuntary case or proceeding under any Bankruptcy Law or to the commencement of any bankruptcy or insolvency case or proceeding against the Issuer or any Subsidiary of the Issuer; or (iii) the filing by the Issuer or any Subsidiary of the Issuer of a petition or answer or consent seeking reorganization or relief under any Bankruptcy Law; or (iv) the consent by the Issuer or any Subsidiary of the Issuer to the filing of such petition or to the appointment of or taking possession by a Custodian of the Issuer or any Subsidiary of the Issuer or of any substantial part of the Property of the Issuer or any Subsidiary of the Issuer; or (v) the making by the Issuer or any Subsidiary of the Issuer of an assignment for the benefit of creditors; or (vi) the admission by the Issuer or any Subsidiary of the Issuer in writing of its inability to pay its debts generally as they become due; or (vii) the approval by stockholders of the Issuer or any Subsidiary of the Issuer of any plan or proposal for the liquidation or dissolution of the Issuer or any Subsidiary of the Issuer; or (viii) the taking of corporate action by the Issuer or any Subsidiary of the Issuer in furtherance of any such action; or

     (h)     any judgment or decree for the payment of money in excess of $5,000,000 or its foreign currency equivalent at the time (to the extent not covered by third-party insurance as to which a financially sound insurer has not disclaimed coverage) is entered against the Issuer or any Subsidiary and remains outstanding for a period of sixty (60) days following the date such judgment or decree becomes final and non-appealable; or

     (i)     at any time that a Guarantee is required to be in effect under the Indenture, the Guarantee of any Guarantor ceases to be in full force and effect (other than in accordance with the terms of such Guarantee) or any Guarantor denies or disaffirms its obligations under its Guarantee.

     The Issuer shall deliver to the Trustee, within thirty (30) days after the occurrence thereof, written notice in the form of an Officers’ Certificate of any Event of Default under clause (c), (e), (h) or (i) and any event which with the giving of notice or the lapse of time would become an Event of Default under clause (d), its status and what action the Issuer is taking or proposes to take with respect thereto.

     SECTION 6.02. Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f) or (g) with respect to the Issuer)occurs and is continuing, the Trustee by written notice to the Issuer, or the Holders of at least twenty-five percent (25%) in principal amount of the Notes by written notice to the Issuer and the Trustee, may declare the principal of, premium, if any, and accrued but unpaid interest and Liquidated Damages, if any,on all the Notes to be due and payable. Upon such a declaration, such principal,premium, if any, and interest and Liquidated Damages, if any, shall be due and payable immediately. If an Event of Default specified in Section 6.01(f) or (g) with respect to the Issuer occurs, the principal of, premium, if any, and interest and Liquidated Damages, if any, on all the Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Noteholders. The Holders of a majority in principal amount of the Notes by

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written notice to the Trustee and the Issuer may rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default have been cured or waived except nonpayment of principal, premium, if any, or interest and Liquidated Damages, if any, that has become due solely because of such acceleration. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

     SECTION 6.03. Other Remedies. The Issuer covenants that if an Event of Default specified in Section 6.01(a) or 6.01(b) occurs, the Issuer shall, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holders, the whole amount then due and payable on the Notes for principal, premium, if any, and interest and Liquidated Damages, if any, and, to the extent that payment of such interest shall be legally enforceable, interest upon the overdue principal (and premium, if any) and upon Defaulted Interest (and Liquidated Damages, if any) at the rate or rates prescribed therefor in the Notes, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, including the allocated reasonable costs of its in-house counsel and legal staff, and all other amounts due to the Trustee pursuant to Section 7.07 hereof.

     If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal of, premium, if any, or interest or Liquidated Damages, if any, on the Notes or to enforce the performance of any provision of the Notes or this Indenture. The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Noteholder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. No remedy is exclusive of any other remedy. All available remedies are cumulative.

     SECTION 6.04. Waiver of Past Defaults. The Holders of not less than a majority in principal amount of the Notes by written notice to the Trustee may, on behalf of the Holders of all the Notes, waive an existing Default or Event of Default and its consequences except a continuing Default or Event of Default (i) in the payment of the principal of, premium, if any or interest or Liquidated Damages, if any, on a Note (except a payment default resulting from an acceleration that has been rescinded) or (ii) in respect of a provision that under Section 9.02 cannot be amended without the consent of each Noteholder affected.

     SECTION 6.05. Control by Majority. The Holders of not less than a majority in principal amount of the Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of other Noteholders or would involve the Trustee in personal liability; provided, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

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     SECTION 6.06. Limitation on Suits. A Noteholder may not pursue any remedy with respect to this Indenture or the Notes unless:

     (a)     the Holder has previously given to the Trustee written notice stating that an Event of Default is continuing;

     (b)     the Holders of at least twenty-five percent (25%) in principal amount of the Notes have made a written request to the Trustee to pursue the remedy in respect of such Event of Default in its own name as Trustee hereunder;

     (c)     such Holder or Holders have offered to the Trustee reasonable security or indemnity against any loss, liability or expense to be incurred in compliance with such request;

     (d)     the Trustee has not complied with the request within sixty (60) days after receipt of the request and the offer of security or indemnity; and

     (e)     the Holders of a majority in principal amount of the Notes have not given the Trustee a direction inconsistent with the request during such sixty (60) day period.

     A Noteholder may not use this Indenture to prejudice the rights of another Noteholder or to obtain a preference or priority over another Noteholder.

     SECTION 6.07. Rights of Holders To Receive Payment. Notwithstanding any other provision of this Indenture, the right of any Holder to receive payment of principal of, premium, if any, and interest and Liquidated Damages, if any, on the Notes held by such Holder, on or after the respective due dates expressed in the Notes, or the Redemption Dates or purchase dates provided for therein or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

     SECTION 6.08. Collection Suit by Trustee. If an Event of Default specified in Section 6.01(a) or (b) occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Issuer for the whole amount then due and owing on the Notes for principal, premium, if any, and interest and Liquidated Damages, if any, and, to the extent that payment of such interest shall be legally enforceable, interest upon the overdue principal (and premium, if any) and upon Defaulted Interest (and Liquidated Damages, if any) and the amounts provided for in Section 7.07.

     SECTION 6.09. Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and the Noteholders allowed in any judicial proceedings relative to the Issuer, its creditors or its property and, unless prohibited by law or applicable regulations, may vote on behalf of the Holders in any election of a trustee in bankruptcy or other Person performing similar functions, and any Custodian in any such judicial proceeding is hereby authorized by each Holder to make payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any

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amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and its counsel, and any other amounts due the Trustee under Section 7.07.

     SECTION 6.10. Priorities. If the Trustee collects any money or property pursuant to this Article 6, it shall pay out the money or property in the following order:

     FIRST: to the Trustee for amounts due under Section 7.07;

     SECOND: to holders of Senior Indebtedness of the Issuer to the extent required by Article 10 or Article 12;

     THIRD: to Noteholders for amounts due and unpaid on the Notes for principal of, premium, if any, and interest and Liquidated Damages, if any, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal and interest, respectively; and

     FOURTH: to the Issuer.

     The Trustee may fix a Record Date and payment date for any payment to Noteholders pursuant to this Section 6.10. At least fifteen (15) days before such Record Date, the Issuer shall mail to each Noteholder and the Trustee a notice that states the record date, the payment date and amount to be paid.

     SECTION 6.11. Undertaking for Costs. In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.11 does not apply to a suit initiated by the Trustee, a suit initiated by a Holder pursuant to Section 6.07 or a suit initiated by Holders of more than ten percent (10%) in principal amount of the Notes.

     SECTION 6.12. Waiver of Stay or Extension Laws. The Issuer (to the extent it may lawfully do so) shall not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture, and the Issuer (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and shall not hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law had been enacted.

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ARTICLE 7

TRUSTEE

     SECTION 7.01. Duties of Trustee.

     (a)     If an Event of Default has occurred and is continuing, the Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s own affairs.

     (b)     Except during the continuance of an Event of Default:

     (i)     the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

     (ii)     in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).

     (c)     The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:

     (i)     this paragraph does not limit the effect of paragraph (b) of this Section 7.01;

     (ii)     the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and

     (iii)     the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05.

     (d)     The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer.

     (e)     Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

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     (f)     No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

     (g)     Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 7.01 and to the provisions of the TIA.

     SECTION 7.02.  Rights of Trustee.

     (a)     The Trustee may rely on any document believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document.

     (b)     Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on any Officers’ Certificate or Opinion of Counsel.

     (c)     The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care.

     (d)     The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, that the Trustee’s conduct does not constitute willful misconduct or negligence.

     (e)     The Trustee may consult with counsel of its selection, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.

     (f)     Any request or direction of the Issuer mentioned herein shall be sufficiently evidenced by an Officers’ Certificate and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution.

     (g)     The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.

     SECTION 7.03. Individual Rights of Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuer, the Guarantors or their Affiliates with the same rights it would have if it were not Trustee.

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Any Paying Agent, Registrar, co-registrar or co-paying agent may do the same with like rights. However, the Trustee must comply with Sections 7.10 and 7.11.

     SECTION 7.04. Trustee’s Disclaimer. The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Issuer’s use of the proceeds from the Notes, and it shall not be responsible for any statement of the Issuer in this Indenture or in any document issued in connection with the sale of the Notes or in the Notes other than the Trustee’s certificate of authentication.

     SECTION 7.05. Notice of Defaults. If a Default occurs and is continuing and if it is actually known to the Trustee, the Trustee shall mail to each Noteholder notice of the Default within 90 days after it occurs. Except in the case of a Default in the payment of principal of, premium, if any, or interest or Liquidated Damages, if any, on any Note (including payments pursuant to the mandatory redemption provisions of such Note, if any), the Trustee may withhold the notice if and so long as a committee of its Trust Officers in good faith determines that withholding the notice is in the interests of Noteholders.

     SECTION 7.06. Reports by Trustee to Holders. As promptly as practicable after each April 15 beginning with the April 15 following the date of this Indenture, and in any event prior to July 15 in each year, the Trustee shall mail to each Noteholder a brief report dated as of April 15 that complies with TIA Section 313(a). The Trustee also shall comply with TIA Section 313(b).

     A copy of each report at the time of its mailing to Noteholders shall be filed with the SEC and each stock exchange (if any) on which the Notes are listed. The Issuer agrees to notify promptly the Trustee in writing whenever the Notes become listed on any stock exchange and of any delisting thereof.

     SECTION 7.07. Compensation and Indemnity. The Issuer shall pay to the Trustee from time to time compensation for its services as the Issuer and the Trustee shall from time to time agree in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Trustee’s agents and counsel, including the allocated reasonable costs of its in-house counsel and legal staff. The Issuer hereby agrees to indemnify and hold the Trustee and its directors, officers, agents and employees (collectively, the “Indemnitees”) harmless from and against any and all claims, liabilities, losses, damages, fines, penalties, and expenses, including out-of-pocket, incidental expenses, legal fees and expenses, and the allocated reasonable costs and expenses of in-house counsel and legal staff (“Losses”) that may be imposed on, incurred by, or asserted against, the Indemnitees or any of them for following any instruction or other direction upon which the Trustee is authorized to rely pursuant to the terms of this Indenture. In addition to and not in limitation of the immediately preceding sentence, the Issuer also agrees to indemnify and hold the Indemnitees and each of them harmless from and against any and all Losses that may be imposed on, incurred by, or asserted against the Indemnitees or any of them in connection with or arising out of the Trustee’s

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performance under this Indenture, provided the Trustee has not acted with negligence or engaged in willful misconduct. The provisions of this Section 7.07 shall survive the termination of this Indenture and the resignation or removal of the Trustee for any reason. The Trustee shall notify the Issuer promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Issuer shall not relieve the Issuer of its obligations hereunder. The Issuer shall defend the claim and the Trustee shall cooperate in the defense of the claim; provided that the Trustee may have separate counsel and the Issuer shall pay the reasonable fees and expenses of such counsel if the actual or potential defendants in, or the targets of, any such claim include both the Trustee and the Issuer and the Trustee shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the Issuer. The Trustee will not, without the prior written consent of the Issuer, settle or compromise or consent to the entry of any judgment with respect to any claim in respect of which indemnification may be sought hereunder. The Issuer need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee through the Trustee’s own willful misconduct, negligence or bad faith.

     To secure the Issuer’s payment obligations in this Section 7.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee other than money or property held in trust to pay principal of, premium, if any, and interest and Liquidated Damages, if any, on particular Notes.

     The Issuer’s payment obligations pursuant to this Section 7.07 shall survive the discharge of this Indenture. When the Trustee incurs expenses after the occurrence of a Default specified in Section 6.01(f) or (g) with respect to the Issuer, the expenses are intended to constitute expenses of administration under the Bankruptcy Law.

     SECTION 7.08. Replacement of Trustee. The Trustee may resign at any time by so notifying the Issuer. The Holders of not less than a majority in principal amount of the Notes may remove the Trustee by so notifying the Trustee in writing and may appoint a successor Trustee. The Issuer shall remove the Trustee if:

     (1)     the Trustee fails to comply with Section 7.10;

     (2)     the Trustee is adjudged bankrupt or insolvent;

     (3)     a receiver or other public officer takes charge of the Trustee or its property; or

     (4)     the Trustee otherwise becomes incapable of acting.

     If the Trustee resigns, is removed by the Issuer or by the Holders of a majority in principal amount of the Notes and such Holders do not reasonably promptly appoint a successor Trustee, or if a vacancy exists in the office of Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Issuer shall promptly appoint a successor Trustee.

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     A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Noteholders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the Lien provided for in Section 7.07.

     If a successor Trustee does not take office within thirty (30) days after the retiring Trustee resigns or is removed, the retiring Trustee or the Holders of not less than ten percent (10%) in principal amount of the Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee.

     If the Trustee fails to comply with Section 7.10, any Noteholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

     Notwithstanding the replacement of the Trustee pursuant to this Section 7.08, the Issuer’s obligations under Section 7.07 shall continue for the benefit of the retiring Trustee.

     SECTION 7.09. Successor Trustee by Merger. Any corporation or association into which the Trustee in its individual capacity may be merged or converted or with which it may be consolidated, or any corporation or association resulting from any merger, conversion or consolidation to which the Trustee in its individual capacity shall be a party or any corporation or association to which all or substantially all the corporate trust business of the Trustee in its individual capacity may be sold or otherwise transferred, shall be the Trustee hereunder without further act.

     In case at the time such successor or successors by merger, conversion or consolidation to the Trustee shall succeed to the trusts created by this Indenture any of the Notes shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor trustee, and deliver such Notes so authenticated; and in case at that time any of the Notes shall not have been authenticated, any successor to the Trustee may authenticate such Notes either in the name of any predecessor hereunder or in the name of the successor to the Trustee, and in all such cases such certificates shall have the full force which it is anywhere in the Notes or in this Indenture provided that the certificate of authentication of the Trustee shall have.

     SECTION 7.10. Eligibility; Disqualification. The Trustee shall at all times satisfy the requirements of TIA Section 310(a). The Trustee shall have a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition. The Trustee shall comply with TIA Section 310(b); provided, however, that there shall be excluded from the operation of TIA Section 310(b)(1) any indenture or indentures under which other securities or certificates of interest or participation in other securities of the Issuer are outstanding if the requirements for such exclusion set forth in TIA Section 310(b)(1) are met.

     SECTION 7.11. Preferential Collection of Claims Against Issuer. The Trustee shall comply with TIA Section 311(a), excluding any creditor relationship listed in TIA Section

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311(b). A Trustee who has resigned or been removed shall be subject to TIA Section 311(a) to the extent indicated.

     SECTION 7.12. Trustee’s Application for Instructions from the Issuer. Any application by the Trustee for written instructions from the Issuer may, at the option of the Trustee, be set forth in writing and shall state any action proposed to be taken or omitted by the Trustee under this Indenture and the date on or after which such action shall be taken or such omission shall be effective. The Trustee shall not be liable for any action taken by, or omission of, the Trustee in accordance with a proposal included in such application on or after the date specified in such application (which date shall not be less than three Business Days after the date any Officer of the Issuer actually receives such application, unless any such Officer shall have consented in writing to any earlier date) unless prior to taking any such action (or the effective date in the case of an omission), the Trustee shall have received written instructions in response to such application specifying the action to be taken or omitted.

ARTICLE 8

DISCHARGE OF INDENTURE; DEFEASANCE

     SECTION 8.01. Discharge of Liability on Notes; Defeasance.

     (a)  When

     (i)     the Issuer delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.08) for cancellation or

     (ii)     all outstanding Notes have become due and payable, whether at Stated Maturity or as a result of the mailing of a notice of redemption pursuant to Article 3 hereof and the Issuer irrevocably deposits with the Trustee funds sufficient to pay at Stated Maturity or upon redemption all outstanding Notes, including interest accrued and unpaid thereon to Stated Maturity or such Redemption Date (other than Notes replaced pursuant to Section 2.08), and if in either case the Issuer pays all other sums payable hereunder by the Issuer, then this Indenture shall, subject to Section 8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuer accompanied by an Officers’ Certificate and an Opinion of Counsel addressed to the Trustee and at the cost and expense of the Issuer.

     (b)     Subject to Sections 8.01(c) and 8.02, the Issuer at any time may terminate:

     (i)     all its obligations under the Notes and this Indenture (“legal defeasance option”) subject to the following which shall survive until otherwise terminated or discharged hereunder:

     (A)     the rights of Holders of outstanding Notes to receive payments in respect of the principal of, premium, if any, and interest and Liquidated Damages, if any, on such Notes when payments are due from the trust referred to below,

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     (B)     the Issuer’s obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.08, 2.10, 4.02, 4.03 and 4.04 hereof,

     (C)     the Issuer’s obligations under the Registration Rights Agreement,

     (D)     the rights, powers, trusts, duties and immunities of the Trustee under this Indenture and the Issuer’s obligations in connection therewith,

     (E)     Article 3 hereof, and

     (F)     this Article 8; or

     (ii)     its obligations under Sections 4.05 through 4.16, 4.20 and 4.21 and the operation of Section 6.01(c) (but only as it applies to Section 5.01(a)(iii) and (iv)), 6.01(e), 6.01(f), 6.01(g) and 6.01(h) (but with respect to Section 6.01(f) and 6.01(g) only as they apply to Subsidiaries of the Issuer) or its obligations contained in Section 5.01(a)(iii) and (iv) (“covenant defeasance option”). The Issuer may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option.

     If the Issuer exercises its legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default. If the Issuer exercises its covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in Sections 6.01(c) (except with respect to violations of Section 5.01), 6.01(d), 6.01(e), 6.01(f), 6.01(g), 6.01(h) and 6.01(i) (but with respect to Section 6.01(f) and 6.01(g) only as they apply to Subsidiaries of the Issuer) or because of the failure of the Issuer to comply with Section 5.01(a)(iii) and (iv). If the Issuer exercises its legal defeasance option or its covenant defeasance option, each Guarantor shall be released from all of its obligations under its Guarantee (if any should then exist).

     Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates.

     (c)     Notwithstanding clauses (a) and (b) above, the Issuer’s obligations in Sections 8.04, 8.05 and 8.06 shall survive.

     SECTION 8.02. Conditions to Defeasance. The Issuer may exercise its legal defeasance option or its covenant defeasance option only if

     (a)     the Issuer irrevocably deposits in trust with the Trustee money or U.S. Government Obligations for the payment of principal of and interest on the Notes to maturity or redemption, as the case may be;

     (b)     the Issuer delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest

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when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal of, premium, if any, and interest and Liquidated Damages, if any, when due on all the Notes to Stated Maturity or redemption, as the case may be;

     (c)     one hundred twenty-three (123) days pass after the deposit is made and during the one hundred twenty-three (123) day period no Default specified in Sections 6.01(f) or (g) with respect to the Issuer occurs which is continuing at the end of the period;

     (d)     the deposit does not result in a breach or violation of, or constitute a default under any other agreement or instrument binding on the Issuer or any of its Subsidiaries and is not prohibited by Article 10;

     (e)     the Issuer delivers to the Trustee an Opinion of Counsel addressed to the Trustee to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the Investment Company Act of 1940;

     (f)     in the case of the legal defeasance option, the Issuer shall have delivered to the Trustee an Opinion of Counsel addressed to the Trustee stating that (i) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of this Indenture there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Noteholders will not recognize income, gain or loss for Federal income tax purposes as a result of such defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred;

     (g)     in the case of the covenant defeasance option, the Issuer shall have delivered to the Trustee an Opinion of Counsel addressed to the Trustee to the effect that the Noteholders will not recognize income, gain or loss for Federal income tax purposes as a result of such covenant defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred;

     (h)     the Issuer delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel addressed to the Trustee, each stating that all conditions precedent to the defeasance and discharge of the Notes as contemplated by this Article 8 have been complied with;

     (i)     the Issuer shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuer with the intent of preferring the Holders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; and

     (j)     such legal defeasance or covenant defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the TIA (assuming for the purpose of this clause (j) that all Notes are in default within the meaning of such Act).

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     Before or after a deposit, the Issuer may make arrangements satisfactory to the Trustee for the redemption of Notes at a future date in accordance with Article 3.

     SECTION 8.03. Application of Trust Money. The Trustee shall hold in trust money or U.S. Government Obligations deposited with it pursuant to this Article 8. It shall apply the deposited money and the money from U.S. Government Obligations through the Paying Agent and in accordance with this Indenture to the payment of principal of, premium, if any, and interest and Liquidated Damages, if any, on the Notes.

     Money and securities so held in trust are not subject to Article 10.

     SECTION 8.04. Repayment to Issuer. The Trustee and the Paying Agent shall promptly turn over to the Issuer upon written request any excess money or securities held by them at any time. Subject to any applicable abandoned property law, the Trustee and the Paying Agent shall pay to the Issuer upon written request any money held by them for the payment of principal of, premium, if any, or interest or Liquidated Damages, if any, that remains unclaimed for two years, and, thereafter, Noteholders entitled to the money must look to the Issuer for payment as general creditors.

     SECTION 8.05. Indemnity for Government Obligation. The Issuer shall pay and shall indemnify the Trustee against any tax, fee or other charge imposed on or assessed against deposited U.S. Government Obligations or the principal and interest received on such U.S. Government Obligations.

     SECTION 8.06. Reinstatement. If the Trustee or Paying Agent is unable to apply any money or U. S. Government Obligations in accordance with this Article 8 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Issuer’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to this Article 8 until such time as the Trustee or Paying Agent is permitted to apply all such money or U.S. Government Obligations in accordance with this Article 8; provided, that, if the Issuer has made any payment of interest on or principal of any Notes because of the reinstatement of its obligations, the Issuer shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or U.S. Government Obligations held by the Trustee or Paying Agent.

ARTICLE 9

AMENDMENTS

     SECTION 9.01. Without Consent of Holders. The Issuer and the Trustee may amend this Indenture (including any supplement thereto) or the Notes without notice to or consent of any Noteholder:

     (a)      to cure any ambiguity, omission, defect or inconsistency;

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     (b)     to comply with Article 5;

     (c)     to provide for uncertificated Notes in addition to or in place of Certificated Notes; provided, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Internal Revenue Code or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Internal Revenue Code;

     (d)     to make any change in Article 10 or Article 12 that would limit or terminate the benefits available to any holder of Senior Indebtedness (or Representatives thereof) under Article 10 or Article 12;

     (e)     to add Guarantees with respect to the Notes or to secure the Notes;

     (f)     to add to the covenants of the Issuer for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer;

     (g)     to comply with any requirements of the SEC in connection with qualifying, or maintaining the qualification of, this Indenture under the TIA; or

     (h)     to make any change that does not adversely affect the rights of any Noteholder.

     An amendment under this Section 9.01 may not make any change that adversely affects the rights under Article 10 or Article 12 of any holder of Senior Indebtedness then outstanding unless the holders of such Senior Indebtedness (or any group or Representative thereof authorized to give a consent) consent in writing to such change.

     After an amendment under this Section 9.01 becomes effective, the Issuer shall mail to Noteholders a notice briefly describing such amendment. The failure to give such notice to all Noteholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01.

     SECTION 9.02. With Consent of Holders. The Issuer and the Trustee may amend this Indenture or the Notes without notice to any Noteholder but with the written consent of the Holders of at least a majority in principal amount of the Notes then outstanding and any past Default or compliance with any provisions may also be waived with the consent of the Holders of not less than a majority of the principal amount of Notes then outstanding. However, without the consent of each Noteholder affected, an amendment may not:

     (a)     reduce the amount of Notes whose Holders must consent to an amendment;

     (b)     reduce the rate of or extend the time for payment of interest on any Note;

     (c)     reduce the principal of or extend the Stated Maturity of any Note;

     (d)     reduce the premium, if any, payable upon the redemption of any Note or change the time at which any Note may be redeemed in accordance with Article 3;

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     (e)     make any Note payable in money other than that stated in the Note;

     (f)     make any change in Article 10 or Article 12 that adversely affects the rights of any Noteholder under Article 10 or Article 12;

     (g)     make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02; or

     (h)     make any change in any Guarantee (if any should then exist) that would adversely affect the Noteholders.

     It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof

     An amendment under this Section 9.02 may not make any change that adversely affects the rights under Article 10 or any supplemental indenture executed pursuant to Section 4.21 of any holder of Senior Indebtedness then outstanding unless the holders of such Senior Indebtedness (or any group or Representative thereof authorized to give a consent) consent in writing to such change. The holders of Senior Indebtedness are intended third party beneficiaries of this Indenture and the terms of the preceding sentence may not be amended without the consent of the holders of such Senior Indebtedness (or any group or Representative thereof authorized to give consent).

     After an amendment under this Section 9.02 becomes effective, the Issuer shall mail to Noteholders a notice briefly describing such amendment. The failure to give such notice to all Noteholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

     SECTION 9.03. Compliance with Trust Indenture Act. Every amendment to this Indenture or the Notes shall comply with the TIA as then in effect.

     SECTION 9.04. Revocation and Effect of Consents and Waivers. A consent to an amendment or a waiver by a Holder of a Note shall bind the Holder and every subsequent Holder of that Note or portion of the Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent or waiver is not made on the Note. However, any such Holder or subsequent Holder may revoke the consent or waiver as to such Holder’s Note or portion of the Note if the Trustee receives the notice of revocation before the date the amendment or waiver becomes effective. After an amendment or waiver becomes effective, it shall bind every Noteholder. An amendment or waiver becomes effective upon the execution of such amendment or waiver by the Trustee.

     The Issuer may, but shall not be obligated to, fix a Record Date for the purpose of determining the Noteholders entitled to give their consent or take any other action described above or required or permitted to be taken pursuant to this Indenture. If a Record Date is fixed,

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then notwithstanding the immediately preceding paragraph, those Persons who were Noteholders at such record date (or their duly designated proxies), and only those Persons, shall be entitled to give such consent or to revoke any consent previously given or to take any such action, whether or not such Persons continue to be Holders after such Record Date.

     SECTION 9.05. Notation on or Exchange of Notes. If an amendment changes the terms of a Note, the Trustee may require the Holder of the Note to deliver it to the Trustee. The Trustee may place an appropriate notation on the Note regarding the changed terms and return it to the Holder. Alternatively, if the Issuer or the Trustee so determines, the Issuer in exchange for the Note shall issue and the Trustee shall authenticate and deliver a new Note that reflects the changed terms. Failure to make the appropriate notation or to issue a new Note shall not affect the validity of such amendment.

     SECTION 9.06. Trustee To Sign Amendments. The Trustee shall sign any amendment authorized pursuant to this Article 9 if the amendment does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may but need not sign it. In signing such amendment the Trustee shall be entitled to receive indemnity reasonably satisfactory to it and to receive, and (subject to Section 7.01) shall be fully protected in relying upon, an Officers’ Certificate and an Opinion of Counsel stating that such amendment is authorized or permitted by this Indenture and that such amendment constitutes the legal, valid and binding obligation of the Issuer and each Guarantor, subject to customary exceptions.

     SECTION 9.07. Payment for Consent. Neither the Issuer nor any Affiliate of the Issuer shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless such consideration is offered to be paid to all Holders that so consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

ARTICLE 10

SUBORDINATION OF THE NOTES

     SECTION 10.01. Agreement To Subordinate. The Issuer agrees, and each Noteholder by accepting a Note agrees, that the Indebtedness evidenced by the Notes is subordinated in right of payment, to the extent and in the manner provided in this Article 10, to the prior payment of all Senior Indebtedness of the Issuer and that the subordination is for the benefit of and enforceable by the holders of such Senior Indebtedness. Only Indebtedness that is Senior Indebtedness will rank senior to the Notes in accordance with the provisions set forth herein. The Notes shall in all respects rank pari passu with, or be senior to, all other Indebtedness of the Issuer. All provisions of this Article 10 shall be subject to Section 10.12.

     SECTION 10.02. Liquidation, Dissolution, Bankruptcy. Upon any payment or distribution of the assets of the Issuer to creditors upon a total or partial liquidation or a total or partial dissolution of the Issuer or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Issuer or its property:

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     (a)     holders of Senior Indebtedness of the Issuer shall be entitled to receive payment in full of such Senior Indebtedness in cash or cash equivalents before Noteholders shall be entitled to receive any payment of principal of, premium, if any, or interest or Liquidated Damages, if any, on the Notes; and

     (b)     until such Senior Indebtedness is paid in full in cash or cash equivalents, any distribution to which Noteholders would be entitled but for this Article 10 shall be made to holders of such Senior Indebtedness as their interests may appear, except that Noteholders may receive (i) securities of a Person that are approved by a court of competent jurisdiction and are subordinated (“Subordinated Reorganization Securities”) to such Senior Indebtedness to at least the same extent as the Notes are subordinated to (A) Senior Indebtedness of the Issuer and (B) any securities issued in exchange for Senior Indebtedness, and (ii) payments and other distributions made from any defeasance trust created pursuant to Section 8.01 hereof.

     SECTION 10.03. Default on Senior Indebtedness of the Issuer. The Issuer may not pay the principal of, premium, if any, or interest or Liquidated Damages, if any, on the Notes or make any deposit pursuant to Section 8.01 and may not repurchase, redeem or defease any Notes (collectively, “pay the Notes”) (other than Subordinated Reorganization Securities and payments and other distributions made from any defeasance trust created pursuant to Section 8.01 hereof) if (i) any principal, interest, fees or other obligations in respect of Designated Senior Indebtedness of the Issuer is not paid when due unless the default has been cured or waived; provided, however, that the Issuer may pay the Notes without regard to the foregoing if the Issuer and the Trustee receive written notice approving such payment from the Representative of such Designated Senior Indebtedness. During the continuance of any default (other than a default described in the preceding sentence) with respect to any Designated Senior Indebtedness of the Issuer pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Issuer may not pay the Notes for a period (a “Payment Blockage Period”) commencing upon the receipt by the Issuer and the Trustee of written notice (a “Blockage Notice”) of such default from the Representative of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Issuer from the Person or Persons who gave such Blockage Notice, (ii) by repayment in full of such Designated Senior Indebtedness or (iii) because the Representative of the holders of such Designated Senior Indebtedness shall have notified the Trustee in writing that the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section 10.03), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Issuer may resume payments on the Notes after such Payment Blockage Period. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness during such period. For purposes of this Section 10.03, no default or event of default which existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Payment

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Blockage Period shall be, or be made, the basis of the commencement of a subsequent Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days.

     SECTION 10.04. Acceleration of Payment of Notes. If payment of the Notes is accelerated because of an Event of Default, the Issuer shall promptly notify the holders of the Designated Senior Indebtedness (or their Representative) of the acceleration.

     SECTION 10.05. When Distribution Must Be Paid Over. If a distribution is made to Noteholders that because of this Article 10 should not have been made to them, the Issuer shall so notify the Noteholders who receive the distribution, which Noteholders shall hold it in trust for holders of Senior Indebtedness of the Issuer and pay it over to them as their interests may appear.

     SECTION 10.06. Subrogation. After all Senior Indebtedness of the Issuer is paid in full and until the Notes are paid in full, Noteholders shall be subrogated to the rights of holders of such Senior Indebtedness to receive distributions applicable to such Senior Indebtedness. A distribution made under this Article 10 to holders of such Senior Indebtedness which otherwise would have been made to Noteholders is not, as between the Issuer and Noteholders, a payment by the Issuer on such Senior Indebtedness.

     SECTION 10.07. Relative Right. This Article 10 defines the relative rights of Noteholders and holders of Senior Indebtedness of the Issuer. Nothing in this Indenture shall:

     (a)     impair, as between the Issuer and Noteholders, the obligation of the Issuer, which is absolute and unconditional, to pay principal of, premium, if any, and interest and Liquidated Damages, if any, on the Notes in accordance with their terms; or

     (b)     prevent the Trustee or any Noteholder from exercising its available remedies upon a Default, subject to the rights of holders of Senior Indebtedness of the Issuer to receive distributions otherwise payable to Noteholders.

     SECTION 10.08. Subordination May Not Be Impaired by Issuer. No right of any holder of Senior Indebtedness of the Issuer to enforce the subordination of the Indebtedness evidenced by the Notes shall be impaired by any act or failure to act by the Issuer or by its failure to comply with this Indenture.

     SECTION 10.09. Rights of Trustee and Paying Agent. Notwithstanding Section 10.03, the Trustee or Paying Agent may continue to make payments on the Notes and shall not be charged with knowledge of the existence of facts that would prohibit the making of any such payments unless, not less than two Business Days prior to the date of such payment, a Trust Officer of the Trustee receives written notice from a holder of Designated Senior Indebtedness that it is exercising its rights under Section 10.03. The Issuer, the Registrar or co-registrar, the Paying Agent, a Representative or a holder of Senior Indebtedness may give the notice;

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provided, however, that, if the holders of an issue of Senior Indebtedness of the Issuer have a Representative, only the Representative may give the notice.

     The Trustee in its individual or any other capacity may hold Senior Indebtedness of the Issuer with the same rights it would have if it were not Trustee. The Registrar and coregistrar and the Paying Agent may do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 10 with respect to any Senior Indebtedness of the Issuer which may at any time be held by it, to the same extent as any other holder of such Senior Indebtedness, and nothing in Article 7 shall deprive the Trustee of any of its rights as such holder. Nothing in this Article 10 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.07.

     SECTION 10.10. Distribution or Notice to Representative. Whenever a distribution is to be made or a notice given to holders of Senior Indebtedness of the Issuer, the distribution may be made and the notice given to their Representative (if any).

     SECTION 10.11. Article 10 Not To Prevent Events of Default or Limit Right To Accelerate. The failure to make a payment pursuant to the Notes by reason of any provision in this Article 10 shall not be construed as preventing the occurrence of a Default. Nothing in this Article 10 shall have any effect on the right of the Noteholders or the Trustee to accelerate the maturity of the Notes.

     SECTION 10.12. Trust Moneys Not Subordinated. Notwithstanding anything contained herein to the contrary, payments from money or the proceeds of U.S. Government Obligations held in trust under Article 8 by the Trustee for the payment of principal of, premium, if any, and interest and Liquidated Damages, if any, on the Notes shall not be subordinated to the prior payment of any Senior Indebtedness or subject to the restrictions set forth in this Article 10, and none of the Noteholders or Trustee shall be obligated to pay over any such amount to the Issuer or any holder of Senior Indebtedness of the Issuer or any other creditor of the Issuer.

     SECTION 10.13. Trustee Entitled To Rely. Upon any payment or distribution pursuant to this Article 10, the Trustee and the Noteholders shall be entitled to rely (i) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 10.02 are pending, (ii) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Noteholders or (iii) upon the Representative for the holders of Senior Indebtedness of the Issuer for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Senior Indebtedness and other Indebtedness of the Issuer, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 10. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Senior Indebtedness of the Issuer to participate in any payment or distribution pursuant to this Article 10, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 10, and, if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such

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payment. The provisions of Sections 7.01 and 7.02 shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 10.

     SECTION 10.14. Trustee To Effectuate Subordination. Each Noteholder by accepting a Note authorizes and directs the Trustee on such Noteholder’s behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination between the Noteholders and the holders of Senior Indebtedness of the Issuer as provided in this Article 10 and appoints the Trustee as attorney-in-fact for any and all such purposes.

     SECTION 10.15. Trustee Not Fiduciary for Holders of Senior Indebtedness. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness and shall not be liable to any such holders if it shall mistakenly pay over or distribute to Noteholders or the Issuer or any other Person, money or assets to which any holders of Senior Indebtedness of the Issuer shall be entitled by virtue of this Article 10 or otherwise.

     SECTION 10.16. Reliance by Holders of Senior Indebtedness on Subordination Provisions. Each Noteholder by accepting a Note acknowledges and agrees that the foregoing subordination provisions are, and are intended to be, an inducement and a consideration to each holder of any Senior Indebtedness of the Issuer, whether such Senior Indebtedness was created or acquired before or after the issuance of the Notes, to acquire and continue to hold, or to continue to hold, such Senior Indebtedness and such holder of such Senior Indebtedness shall be deemed conclusively to have relied on such subordination provisions in acquiring and continuing to hold, or in continuing to hold, such Senior Indebtedness.

ARTICLE 11

GUARANTEES; RELEASE OF GUARANTEES;
ADDITIONAL GUARANTEES

     SECTION 11.01. Guarantees.

     (a)     Each Guarantor hereby unconditionally and irrevocably guarantees to each Holder and to the Trustee and its successors and assigns (i) the full and punctual payment of principal of, premium, if any, and interest and Liquidated Damages, if any, on the Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Issuer under this Indenture and the Notes and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Issuer under this Indenture and the Notes (all the foregoing being hereinafter collectively called the “Obligations”). Each Guarantor further agrees that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Guarantor and that such Guarantor will remain bound under this Article 11 notwithstanding any extension or renewal of any Obligation.

     (b)     Each Guarantor waives presentation to, demand of, payment from and protest to the Issuer of any of the Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Notes or the Obligations. The obligations of each Guarantor hereunder shall not be affected by (i) the failure of any Holder or the Trustee to

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assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Notes or any other agreement or otherwise, (ii) any extension or renewal of any thereof, (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement, (iv) the release of any security held by any Holder or the Trustee for the Obligations or any of them, (v) the failure of any Holder or Trustee to exercise any right or remedy against any other guarantor of the Obligations, or (vi) any change in the ownership of any Guarantor.

     (c)     Each Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Obligations.

     (d)     Each Guarantee is, to the extent and in the manner set forth in Article 12, subordinated and subject in right of payment to the prior payment in full of all Senior Indebtedness of such Guarantor and is made subject to such provisions of this Indenture.

     (e)     Except as expressly set forth in Section 8.01(b), the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, (i) the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of each Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity and (ii) each Guarantor hereby waives any right such Guarantor may have under Sections 26.7 through 26.9 of the North Carolina General Statutes.

     (f)     Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal, premium, if any, or interest or Liquidated Damages, if any, on any Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Issuer or otherwise.

     (g)     In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuer to pay the principal of, premium, if any or interest or Liquidated damages, if any, on any Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Obligation, each Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid amount of such Obligations, (ii) accrued and unpaid interest on such

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Obligations (but only to the extent not prohibited by law) and (iii) all other monetary Obligations of the Issuer to the Holders and the Trustee.

     (h)     Each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Obligations guaranteed hereby until payment in full of all Obligations and all obligations to which the Obligations are subordinated as provided in Article 12. Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of such Guarantor’s Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Obligations as provided in Article 6, such Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of this Section 11.01.

     (i)     Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses, including the allocated reasonable costs and expenses of its in-house counsel and legal staff) incurred by the Trustee or any Holder in enforcing any rights under this Section 11.01.

     (j)     This Article 11 does not apply unless a supplemental joinder is executed pursuant to Section 4.21.

     SECTION 11.02. Successors and Assigns. This Article 11 shall be binding upon each Guarantor and its successors and assigns and shall inure to the benefit of the successors and assigns of the Trustee and the Holders and, in the event of any transfer or assignment of rights by any Holder or the Trustee, the rights and privileges conferred upon that party in this Indenture and in the Notes shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions of this Indenture.

     SECTION 11.03. No Waiver. Neither a failure nor a delay on the part of either the Trustee or the Holders in exercising any right, power or privilege under this Article 11 shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise of any right, power or privilege. The rights, remedies and benefits of the Trustee and the Holders herein expressly specified are cumulative and not exclusive of any other rights, remedies or benefits which either may have under this Article 11 at law, in equity, by statute or otherwise.

     SECTION 11.04. Modification. No modification, amendment or waiver of any provision of this Article 11, nor the consent to any departure by any Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Trustee, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on any Guarantor in any case shall entitle such Guarantor to any other or further notice or demand in the same, similar or other circumstances.

     SECTION 11.05. Limitation of Guarantor’s Liability. Each Guarantor, the Trustee, and by its acceptance hereof each Holder, hereby confirms that it is the intention of all such parties

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that the Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law, federal and state fraudulent conveyance laws or any similar federal, state or foreign law. To effectuate the foregoing intention, the Holders, the Trustee and each Guarantor hereby irrevocably agree that the obligations of each Guarantor under this Article 11 shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article 11, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent transfer or conveyance under applicable federal, state or foreign law.

     SECTION 11.06. Release of Guarantees. In the event of a sale or other disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, by way of merger, consolidation or otherwise, such Guarantor (in the event of a sale or other disposition of all of the Capital Stock of such Guarantor) will be released and relieved of any obligations under its Guarantee or the Person acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will not be required to enter into a Guarantee; provided, in each case, that such transaction is carried out pursuant to and in accordance with Section 4.11 and Section 5.01 (if applicable) hereof. Upon delivery by the Issuer to the Trustee of an Officers’ Certificate and Opinion of Counsel addressed to the Trustee, to the effect that such sale or other disposition was made by the Issuer in accordance with the provisions of this Indenture, including without limitation Section 4.11 and Section 5.01 (if applicable) hereof, the Trustee shall execute any documents reasonably required in order to evidence the release of any such Guarantor from its obligations under its Guarantee.

ARTICLE 12

SUBORDINATION OF THE GUARANTEES

     SECTION 12.01. Agreement To Subordinate. Each Guarantor agrees, and each Noteholder by accepting a Note agrees, that the obligations of such Guarantor are subordinated in right of payment, to the extent and in the manner provided in this Article 12, to the prior payment of all Senior Indebtedness of such Guarantor and that the subordination is for the benefit of and enforceable by the holders of such Senior Indebtedness. Only Senior Indebtedness of each Guarantor shall rank senior to the obligations of such Guarantor in accordance with the provisions set forth herein. The obligations of each Guarantor shall in all respects rank pari passu with, or be senior to, all other Indebtedness of such Guarantor. The obligations of each Guarantor shall in all respects rank pari passu with the obligations of such Guarantor with respect to the Issuer’s 8 1/2% Senior Subordinated Notes Due 2009.

     SECTION 12.02. Liquidation, Dissolution, Bankruptcy. Upon any payment or distribution of the assets of any Guarantor to creditors upon a total or partial liquidation or a total or partial dissolution of such Guarantor or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the such Guarantor or its property:

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     (1)     holders of Senior Indebtedness of such Guarantor shall be entitled to receive payment in full of such Senior Indebtedness in cash or cash equivalents before Noteholders shall be entitled to receive any payment pursuant to the Guarantee of such Guarantor; and

     (2)     until the Senior Indebtedness of such Guarantor is paid in full in cash or cash equivalents, any distribution to which Noteholders would be entitled but for this Article 12 shall be made to holders of such Senior Indebtedness as their interests may appear, except that Noteholders may receive Subordinated Reorganization Securities and payments and other distributions made from any defeasance trust created pursuant to Section 8.01 hereof.

     SECTION 12.03. Default on Senior Indebtedness of Guarantor. No Guarantor may make any payment pursuant to any of its obligations or repurchase, redeem or otherwise retire or defease any Notes or other Obligations (collectively, “pay its Guarantee”) (other than Subordinated Reorganization Securities and payments and other distributions from any defeasance trust created pursuant to Section 8.01 hereof) if any principal, interest, fees or other obligations in respect of Designated Senior Indebtedness of the relevant Guarantor is not paid when due unless the default has been cured or waived. However, such Guarantor may pay its Guarantee without regard to the foregoing if such Guarantor and the Trustee receive written notice approving such payment from the Representative of the Designated Senior Indebtedness of such Guarantor with respect to which the event set forth in the immediately preceding sentence has occurred and is continuing. During the continuance of any default (other than a default described in the second preceding sentence) with respect to any Designated Senior Indebtedness of such Guarantor pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, such Guarantor may not pay its Guarantee for the Payment Blockage Period commencing upon the receipt by the Trustee (with a copy to such Guarantor) of a Blockage Notice from the Representative of the holders of such Designated Senior Indebtedness and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and such Guarantor from the Person or Persons who gave such Blockage Notice, (ii) because a Representative of the holders of such Designated Senior Indebtedness has notified the Trustee that the default giving rise to such Blockage Notice is no longer continuing or (iii) because such Designated Senior Indebtedness has been repaid in full). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the first sentence of this paragraph), unless the holders of such Designated Senior Indebtedness of such Guarantor or the Representative of such holders have accelerated the maturity of such Designated Senior Indebtedness, such Guarantor may resume payments on its Guarantee after the end of such Payment Blockage Period. Each Guarantee shall not be subject to more than one Payment Blockage Period in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness of a Guarantor during such period. For purposes of this Section 12.03, no default or event of default which existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days.

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     SECTION 12.04. Demand for Payment. If a demand for payment is made on any Guarantor pursuant to Article 11, such Guarantor shall promptly notify the holders of the Designated Senior Indebtedness (or their Representatives) of such Guarantor of such demand.

     SECTION 12.05. When Distribution Must Be Paid Over. If a distribution is made to Noteholders that because of this Article 12 should not have been made to them, the applicable Guarantor shall notify the Noteholders who receive the distribution, which Noteholders shall hold it in trust for holders of the relevant Senior Indebtedness of such Guarantor and pay it over to them or their Representative as their interests may appear.

     SECTION 12.06. Subrogation. After all Senior Indebtedness of each Guarantor is paid in full and until the Notes are paid in full, Noteholders shall be subrogated to the rights of holders of such Senior Indebtedness to receive distributions applicable to such Senior Indebtedness. A distribution made under this Article 12 to holders of such Senior Indebtedness which otherwise would have been made to Noteholders is not, as between each Guarantor and Noteholders, a payment by such Guarantor on such Senior Indebtedness.

     SECTION 12.07. Relative Rights. This Article 12 defines the relative rights of Noteholders and holders of Senior Indebtedness of each Guarantor. Nothing in this Indenture shall:

     (1)     impair, as between each Guarantor and the Noteholders, the obligation of the such Guarantor, which is absolute and unconditional, to pay its obligations to the extent set forth in Article 11; or

     (2)     prevent the Trustee or any Noteholder from exercising its available remedies upon a default by any Guarantor under its obligations, subject to the rights of holders of Senior Indebtedness of such Guarantor to receive distributions otherwise payable to Noteholders.

     SECTION 12.08. Subordination May Not Be Impaired by Guarantor. No right of any holder of Senior Indebtedness of any Guarantor to enforce the subordination of the obligations of such Guarantor shall be impaired by any act or failure to act by such Guarantor or by its failure to comply with this Indenture.

     SECTION 12.09. Rights of Trustee and Paying Agent. Notwithstanding Section 12.03, the Trustee or Paying Agent may continue to demand payments on each Guarantee and shall not be charged with knowledge of the existence of facts that would prohibit the making of any such payments unless, not less than two Business Days prior to the date of such payment, a Trust Officer of the Trustee receives written notice from a holder of Designated Senior Indebtedness that it is exercising its rights under Section 12.03. The Issuer, each Guarantor, the Registrar or co-registrar, the Paying Agent, a Representative or a holder of Senior Indebtedness of any Guarantor may give the notice; provided, however, that, if an issue of Senior Indebtedness of any Guarantor has a Representative, only the Representative may give the notice.

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     The Trustee in its individual or any other capacity may hold Senior Indebtedness of any Guarantor with the same rights it would have if it were not Trustee. The Registrar and co-registrar and the Paying Agent may do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 12 with respect to any Senior Indebtedness of any Guarantor which may at any time be held by it, to the same extent as any other holder of Senior Indebtedness, and nothing in Article 7 shall deprive the Trustee of any of its rights as such holder. Nothing in this Article 12 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.07.

     SECTION 12.10. Distribution or Notice to Representative. Whenever a distribution is to be made or a notice given to holders of Senior Indebtedness of any Guarantor, the distribution may be made and the notice given to their Representative (if any).

     SECTION 12.11. Article 12 Not To Prevent Defaults Under the Guarantees or Limit Right To Demand Payment. The failure to make a payment pursuant to any Guarantee by reason of any provision in this Article 12 shall not be construed as preventing the occurrence of a default under such Guarantee. Nothing in this Article 12 shall have any effect on the right of the Noteholders or the Trustee to make a demand for payment on any Guarantor pursuant to Article 11.

     SECTION 12.12. Trustee Entitled To Rely. Upon any payment or distribution pursuant to this Article 12, the Trustee and the Noteholders shall be entitled to rely (i) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 12.02 are pending, (ii) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Noteholders or (iii) upon the Representative for the holders of Senior Indebtedness of any Guarantor for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Senior Indebtedness and other indebtedness of such Guarantor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 12. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Senior Indebtedness of such Guarantor to participate in any payment or distribution pursuant to this Article 12, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness of such Guarantor held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 12, and, if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 and 7.02 shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 12.

     SECTION 12.13. Trustee To Effectuate Subordination. Each Noteholder by accepting a Note authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination between the Noteholders and the holders of Senior Indebtedness of any Guarantor as provided in this Article 12 and appoints the Trustee as attorney-in-fact for any and all such purposes.

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     SECTION 12.14. Trustee Not Fiduciary for Holders of Senior Indebtedness of Guarantors. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness of any Guarantor and shall not be liable to any such holders if it shall mistakenly pay over or distribute to Noteholders or the Issuer or any other Person, money or assets to which any holders of such Senior Indebtedness shall be entitled by virtue of this Article 12 or otherwise.

     SECTION 12.15. Reliance by Holders of Senior Indebtedness on Subordination Provisions. Each Noteholder by accepting a Note acknowledges and agrees that the foregoing subordination provisions are, and are intended to be, an inducement and a consideration to each holder of any Senior Indebtedness of any Guarantor, whether such Senior Indebtedness was created or acquired before or after the issuance of the Notes, to acquire and continue to hold, or to continue to hold, such Senior Indebtedness and such holder of Senior Indebtedness shall be deemed conclusively to have relied on such subordination provisions in acquiring and continuing to hold, or in continuing to hold, such Senior Indebtedness.

ARTICLE 13

MISCELLANEOUS

     SECTION 13.01. Trust Indenture Act Controls. If any provision of this Indenture limits, qualifies or conflicts with another provision which is required to be included in this Indenture by the TIA, the required provision shall control.

     SECTION 13.02. Notices. Any notice or communication by the Issuer, any Guarantor or the Trustee to the others is duly given if in writing and delivered in Person or mailed by first class mail (registered or certified, return receipt requested), telecopier or overnight air courier guaranteeing next day delivery, to the others’ address as follows:

if to the Issuer or any Guarantor:

Susquehanna Media Co.
140 East Market Street
York, PA 17401
Attention: Mr. Craig W. Bremer

if to the Trustee:

J.P. Morgan Trust Company, National Association
One Liberty Place
1650 Market Street, Suite 5210
Philadelphia, PA 19103
Attention: Capital Markets Institutional Trust Services
Telephone: (215) 988-1317
Telecopy: (215) 972-8372
(Susquehanna Media Co. 7 3/8% Senior Subordinated Notes due 2013)

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     The Issuer, any Guarantor or the Trustee, by notice to the others may designate additional or different addresses for subsequent notices or communication.

     All notices and communications (other than those sent to Holders) shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if telecopied; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery.

     Any notice or communication to a Holder shall be mailed by first class mail, certified or registered, return receipt requested, to its address shown on the register kept by the Registrar. Any notice or communication shall also be so mailed to any Person described in TIA Section 313(c), to the extent required by the TIA. Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders.

     If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.

     If the Issuer mails a notice or communication to Holders, it shall mail a copy to the Trustee and each agent at the same time.

     SECTION 13.03. Communication by Holders with Other Holders. Noteholders may communicate pursuant to TIA Section 312(b) with other Noteholders with respect to their rights under this Indenture or the Notes. The Issuer, the Trustee, the Registrar and anyone else shall have the protection of TIA Section 312(c).

     SECTION 13.04. Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer to the Trustee to take or refrain from taking any action under this Indenture, the Issuer shall furnish to the Trustee:

     (1)     an Officers’ Certificate in form and substance reasonably satisfactory to the Trustee stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and

     (2)     an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

     SECTION 13.05. Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a covenant or condition provided for in this Indenture shall include:

     (1)     a statement that the individual making such certificate or opinion has read such covenant or condition;

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     (2)     a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

     (3)     a statement that, in the opinion of such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and

     (4)     a statement as to whether or not, in the opinion of such individual, such covenant or condition has been complied with.

     SECTION 13.06. When Notes Disregarded. In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Issuer or by any Affiliate of the Issuer shall be disregarded and deemed not to be outstanding, except that, for the purpose of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes which the Trustee knows are so owned shall be so disregarded. Also, subject to the foregoing, only Notes outstanding at the time shall be considered in any such determination.

     SECTION 13.07. Rules by Trustee, Paying Agent and Registrar. The Trustee may make reasonable rules for action by or a meeting of Noteholders. The Registrar and the Paying Agent may make reasonable rules for their functions.

     SECTION 13.08. Legal Holidays. A “Legal Holiday” is a Saturday, a Sunday or a day on which banking institutions are not required or are not authorized to be open in the State of New York or the State in which the Corporate Trust Office is located. If a payment date is a Legal Holiday, payment shall be made on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period. If a regular record date is a Legal Holiday, the record date shall not be affected.

     SECTION 13.09. Governing Law. (a) THIS INDENTURE AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SAID STATE.

     (b)     Each of the Issuer and each Guarantor hereby (i) agrees that any suit, action or proceeding against it arising out of or relating to this Indenture or the Notes, as the case may be, may be instituted in any Federal or state court sitting in The City of New York, (ii) waives, to the extent permitted by applicable law, any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding, and any claim that any suit, action or proceeding in such a court has been brought in an inconvenient forum, (iii) irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding, (iv) agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon each and may be enforced in the courts of the jurisdiction of which each is subject, respectively, by a suit upon judgment, (v) agrees that service of process by mail to the addressed specified in Section 13.02 hereof shall constitute personal service of such process on it in any such suit, action or proceeding.

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     SECTION 13.10. No Recourse Against Others. No director, officer, employee, incorporator or stockholder of the Issuer or any Guarantor, as such, shall have any liability for any obligations of the Issuer or such Guarantor under the Notes, the Guarantees or this Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation, solely by reason of its status as a director, officer, employee, incorporator or stockholder of the Issuer or such Guarantor. By accepting a Note, each Holder waives and releases all such liability (but only such liability) as part of the consideration for issuance of such Note to such Holder.

     SECTION 13.11. Successors, Assigns and Transferees. All agreements of the Issuer and each Guarantor in this Indenture and the Notes shall bind their respective successors and assigns. All agreements of the Trustee and the Initial Purchasers in this Indenture shall bind their respective successors, assigns and transferees.

     SECTION 13.12. Multiple Originals. The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Indenture.

     SECTION 13.13. Table of Contents, Headings. The table of contents, cross-reference table and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof.

     SECTION 13.14. Severability. In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

     SECTION 13.15. Further Instruments and Acts. Upon request of the Trustee, the Issuer and each Guarantor will execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purposes of this Indenture.

[SIGNATURE PAGES FOLLOW]

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     IN WITNESS WHEREOF, the parties have caused this Indenture to be duly executed as of the date first written above.

	SUSQUEHANNA MEDIA CO., as Issuer,
	By:	/s/ Peter P. Brubaker Peter P. Brubaker Chief Executive Officer and President
	J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee,
	By:	/s/ Judith Wisniewski Judith Wisniewski Vice President
[Indenture]

EXHIBIT A

FORM OF INITIAL GLOBAL NOTE

FACE OF INITIAL GLOBAL NOTE

SUSQUEHANNA MEDIA CO.

No.      CUSIP No.     

THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO.

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE ACT) OR (B) IT IS AN “ACCREDITED INVESTOR” (AS DEFINED IN RULE 501 (a)(1), (2), (3) OR (7) UNDER THE ACT) (AN “ACCREDITED INVESTOR”) OR (C) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION, (2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS NOTE RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE ISSUER OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE ACT, (C) INSIDE THE UNITED STATES TO AN ACCREDITED INVESTOR THAT IS ACQUIRING THIS NOTE FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A U.S. BROKER-DEALER) TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS NOTE (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE), (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE ACT, (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE ACT (IF AVAILABLE) OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS NOTE WITHIN TWO YEARS AFTER ORIGINAL

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ISSUANCE OF THIS NOTE, IF THE PROPOSED TRANSFEREE IS AN ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND THE ISSUER SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM OR IN A TRANSACTION NOT SUBJECT TO THE REGISTRATION REQUIREMENTS OF THE ACT. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE ACT.

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO SUSQUEHANNA MEDIA CO. OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFER OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, AND NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF INTERESTS IN THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 2.07 OF THE INDENTURE, DATED AS OF APRIL 23, 2003, BETWEEN SUSQUEHANNA MEDIA CO., AS ISSUER, AND J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION, AS TRUSTEE, PURSUANT TO WHICH THIS NOTE WAS ISSUED.

GLOBAL NOTE
REPRESENTING 7 3/8% SENIOR SUBORDINATED NOTES DUE 2013

     Susquehanna Media Co., a Delaware corporation, for value received, hereby promises to pay to Cede & Co., or its registered assigns, the principal sum indicated on Schedule A hereof, on April 15, 2013.

     Interest Payment Dates: April 15 and October 15, commencing on October 15, 2003.

     Record Dates: April 1 and October 1.

     Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

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     Unless the certificate of authentication hereon has been duly executed by the Trustee referred to on the reverse by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purposes.

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     IN WITNESS WHEREOF, Susquehanna Media Co. has caused this Note to be duly executed.

	SUSQUEHANNA MEDIA CO.
	By :
		Name :
		Title:
Attest:
Dated :

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION,
as Trustee, certifies that this is one of
the Notes referred to in the Indenture.

By:
	Authorized Signatory

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REVERSE SIDE OF INITIAL GLOBAL NOTE

SUSQUEHANNA MEDIA CO.

GLOBAL NOTE
REPRESENTING 7 3/8% SENIOR SUBORDINATED NOTES DUE 2013

     1.     Indenture.

     This Note is one of a duly authorized issue of debt securities of the Issuer (as defined below) designated as its “7 3/8% Senior Subordinated Notes due 2013” (herein called the “Notes”), issued under an indenture dated as of April 23, 2003 (as amended or supplemented from time to time, the “Indenture”) between the Issuer, as issuer, and J.P. Morgan Trust Company, National Association, as trustee (the “Trustee,” which term includes any successor trustee under the Indenture). The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code Sections 77aaa-77bbbb). The Notes are subject to all such terms, and Holders of Notes are referred to the Indenture and such Act for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Issuer, the Guarantors (if any), the Trustee and each Holder and of the terms upon which the Notes are, and are to be, authenticated and delivered. The summary of the terms of this Note contained herein does not purport to be complete and is qualified by reference to the Indenture. To the extent permitted by applicable law, in the event of any inconsistency between the terms of this Note and the terms of the Indenture, the terms of the Indenture shall control. All capitalized terms used in this Note which are not defined herein shall have the meanings assigned to them in the Indenture.

     The Indenture restricts, among other things, the Issuer’s ability to incur additional indebtedness, pay dividends or make certain other restricted payments, incur liens to secure pari passu or subordinated indebtedness, sell stock of Restricted Subsidiaries, apply net proceeds from certain asset sales, merge or consolidate with any other person, sell, assign, transfer, lease, convey or otherwise dispose of substantially all of the assets of the Issuer, enter into certain transactions with affiliates or incur indebtedness that is subordinate in right of payment to any Senior Indebtedness and senior in right of payment to the Notes. The Indenture permits, under certain circumstances, Restricted Subsidiaries of the Issuer to be deemed Unrestricted Subsidiaries and thus not subject to the restrictions of the Indenture.

     2.     Principal and Interest.

     Susquehanna Media Co., a Delaware corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein called the “Issuer”), promises to pay the principal amount set forth on Schedule A of this Note to the Holder hereof on April 15, 2013.

     The Issuer shall pay interest at a rate of 7 3/8% per annum, from April 23, 2003 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, semiannually in arrears on April 15 and October 15 of each year, commencing on October

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15, 2003, in cash, to the Holder hereof until the principal amount hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, subject to certain exceptions provided in the Indenture, be paid to the Person in whose name this Note (or the Note in exchange or substitution for which this Note was issued) is registered at the close of business on the Record Date for interest payable on such Interest Payment Date. The Record Date for any interest payment is the close of business on April 1 or October 1, as the case may be, whether or not a Business Day, immediately preceding the Interest Payment Date on which such interest is payable. Any such interest not so punctually paid or duly provided for (“Defaulted Interest”) shall forthwith cease to be payable to the Holder on such Record Date and shall be paid as provided in Section 2.12 of the Indenture. Interest will be computed on the basis of a 360-day year of twelve 30-day months.

     Each payment of interest in respect of an Interest Payment Date will include interest accrued through the day before such Interest Payment Date. If an Interest Payment Date falls on a day that is not a Business Day, the interest payment to be made on such Interest Payment Date will be made on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date, and no additional interest will accrue as a result of such delayed payment.

     If this Note is exchanged in a Registered Exchange Offer prior to the Record Date for the first Interest Payment Date following such exchange, accrued and unpaid interest, if any, on this Note, up to but not including the date of issuance of the Exchange Note or Exchange Notes issued in exchange for this Note, shall be paid on the first Interest Payment Date for such Exchange Note or Exchange Notes to the Holder or Holders of such Exchange Note or Exchange Notes on the first Record Date with respect to such Exchange Note or Exchange Notes. If this Note is exchanged in a Registered Exchange Offer subsequent to the Record Date for the first Interest Payment Date following such exchange but on or prior to such Interest Payment Date, then any such accrued and unpaid interest with respect to this Note and any accrued and unpaid interest on the Exchange Note or Exchange Notes issued in exchange for this Note, through the day before such Interest Payment Date, shall be paid on such Interest Payment Date to the Holder of this Note on such Record Date.

     To the extent lawful, the Issuer shall pay interest on overdue principal, overdue premium, if any, Defaulted Interest and overdue Liquidated Damages, if any, (without regard to any applicable grace period) at the interest rate borne on this Note. The Issuer’s obligation pursuant to the previous sentence shall apply whether such overdue amount is due at its maturity, as a result of the Issuer’s obligations pursuant to Section 3.05, Section 4.11 or Section 4.14 of the Indenture, or otherwise.

     3.     Registration Rights, Liquidated Damages.

     The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated April 23, 2003, among the Issuer and the Initial Purchasers (the “Registration Rights Agreement”), which agreement is attached to the Indenture as Exhibit J thereto. Such benefits include the right of the Holder to receive Liquidated Damages in the event of a failure on the part

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of the Issuer to comply with certain registration covenants, as provided in Section 4 of the Registration Rights Agreement.

     4.     Method of Payment.

     The Issuer, through the Paying Agent, shall pay interest on this Note to the registered Holder of this Note, as provided above. The Holder must surrender this Note to a Paying Agent to collect principal payments. The Issuer will pay principal, premium, if any, and interest and Liquidated Damages, if any, in money of the United States of America that at the time of payment is legal tender for payment of all debts public and private. Principal, premium, if any, and interest and Liquidated Damages, if any, shall be paid by check mailed to the registered Holders at their registered addresses; provided, that all payments with respect to Notes the Holders of which have given wire transfer instructions to the Issuer will be required to be made by wire transfer of immediately available funds to the accounts specified by the Holders thereof.

     5.    Paying Agent and Registrar.

     Initially, the Trustee will act as Paying Agent and Registrar under the Indenture. The Issuer may, upon written notice to the Trustee, appoint and change any Paying Agent or Registrar. The Issuer or any of its Affiliates may act as Paying Agent or Registrar; provided, that if the Issuer or such Affiliate is acting as Paying Agent, the Issuer or such Affiliate shall segregate all funds held by it as Paying Agent and hold them in trust for the benefit of the Holders or the Trustee.

     6.     Guarantees.

     This Note in the future may be entitled to Guarantees made by Guarantors for the benefit of the Holders of Notes. Each Guarantor (if any) will, irrevocably and unconditionally, jointly and severally, guarantee on a senior subordinated basis the punctual payment when due, whether at Stated Maturity, by acceleration, in connection with a Change of Control Offer, an Asset Sale Offer or redemption, or otherwise, of all obligations of the Issuer under the Indenture and this Note, whether for payment of principal of, premium, if any, interest or Liquidated Damages, if any, on the Notes, expenses, indemnification or otherwise. A Guarantor shall be released from its Guarantee upon the terms and subject to the conditions set forth in the Indenture.

     7.     Subordination.

     This Note and the Guarantees (if any) are subordinated in right of payment, as set forth in the Indenture, to the prior payment in full of all existing and future Senior Indebtedness. The Issuer agrees, and each Holder by accepting a Note agrees, to the subordination provisions set forth in the Indenture, authorizes the Trustee to give them effect and appoints the Trustee as attorney-in-fact for such purpose.

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     8.     Redemption.

     Except as set forth in the following paragraph, the Notes are not redeemable at the option of the Issuer prior to April 15, 2008. Thereafter, the Notes will be subject to redemption at the option of the Issuer, in whole or in part, on at least 20 calendar days, but not more than 60 calendar days, prior notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest thereon, if any, and Liquidated Damages, if any, to the applicable Redemption Date (subject to the right of each Holder of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), if redeemed during the twelve-month period beginning April 15 of the years indicated below:

Year	Percentage
2008		103.688	%
2009		102.458	%
2010		101.229	%
2011 and thereafter		100.000	%

     In addition, at any time and from time to time prior to April 15, 2006 the Issuer, at its option, may redeem in the aggregate up to 35.0% of the original principal amount of the Notes with the Net Cash Proceeds of one or more Public Equity Offerings following which there is a Public Market, at a redemption price (expressed as a percentage of principal amount) of 107.375% of the aggregate principal amount so redeemed, plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the applicable Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date); provided, however, that at least 65.0% of the original principal amount of the Notes must remain outstanding after each such redemption; and provided, further, that each such redemption shall occur within 60 days of the date of closing of the related Public Equity Offering.

     9.     Notice of Redemption.

     At least 30 calendar days but not more than 60 calendar days before a Redemption Date, the Issuer shall deliver to the Trustee a notice of redemption. At least 20 calendar days but not more than 60 calendar days before a Redemption Date, the Issuer shall send, by first-class mail, postage prepaid, to Holders of Notes to be redeemed at the addresses of such Holders as they appear in the Note Register, a notice of redemption.

     If fewer than all the Notes are to be redeemed at any time, the Trustee shall select the Notes to be redeemed pro rata or by lot or by a method that complies with applicable legal and securities exchange requirements, if any, and that the Trustee considers fair and appropriate and in accordance with methods generally used at the time of selection by fiduciaries in similar circumstances. The Trustee shall make the selection from outstanding Notes not previously called for redemption; provided, that the Trustee may select for redemption portions (equal to $1,000 or any integral multiple thereof) of the principal of Notes that have denominations larger than $1,000 (Notes in denominations of $1,000 may be redeemed only in whole). If any Note is redeemed subsequent to a Record Date with respect to any Interest Payment Date specified

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above and on or prior to such Interest Payment Date, then any accrued interest will be paid on such Interest Payment Date to the Holder of the Note on such Record Date. If money in an amount sufficient to pay the Redemption Price of all Notes (or portions thereof) to be redeemed on the Redemption Date is deposited with the Paying Agent on or before the applicable Redemption Date and certain other conditions are satisfied, interest on the Notes or portions thereof to be redeemed on the applicable Redemption Date will cease to accrue.

     10.     Repurchase at the Option of Holders upon Change of Control.

     Upon the occurrence of a Change of Control, each Holder shall have the right in accordance with the terms hereof and the Indenture to require the Issuer to purchase such Holder’s Notes, in whole or in part, in a principal amount that is an integral multiple of $1,000, pursuant to a Change of Control Offer, at a purchase price in cash equal to 101% of the principal amount of such Notes (or portions thereto) plus accrued and unpaid interest and Liquidated Damages, if any, to the Change of Control Payment Date.

     Within 30 calendar days following any Change of Control, the Issuer shall send, or cause to be sent, by first-class mail, postage prepaid, a notice regarding the Change of Control Offer to each Holder with a copy to the Trustee. The Holder of this Note may elect to have this Note or a portion hereof in an authorized denomination purchased by completing the form entitled “Option of Holder to Elect Purchase” appearing below and tendering this Note pursuant to the Change of Control Offer. Unless the Issuer defaults in the payment of the Change of Control Purchase Price with respect thereto, all Notes or portions thereof accepted for payment pursuant to the Change of Control Offer will cease to accrue interest from and after the Change of Control Payment Date.

     Prior to complying with the provisions of the Indenture governing Change of Control Offers, but in any event within 30 calendar days following a Change of Control, the Issuer shall, to the extent required, either repay all outstanding Senior Indebtedness or obtain the requisite consents, if any, under all agreements governing outstanding Senior Indebtedness to permit the repurchase of Notes required by the provisions of the Indenture governing Change of Control Offers.

     11.     Repurchase at the Option of Holders upon Asset Sale.

     If at any time the Issuer or any Restricted Subsidiary engages in any Asset Sale, as a result of which the aggregate amount of Excess Proceeds exceeds $5.0 million, the Issuer shall, within 30 calendar days of the date the amount of Excess Proceeds exceeds $5.0 million, use the then-existing Excess Proceeds to make an offer to purchase from all Holders of Notes, on a pro rata basis, Notes in an aggregate principal amount equal in amount to the then-existing Excess Proceeds, at a purchase price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest thereon and Liquidated Damages, if any, to the Asset Sale Purchase Date (subject to the right of each Holder of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). If the aggregate principal amount of Notes tendered pursuant hereto and instruments tendered pursuant to any other offer to purchase the Issuer is

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required to extend in connection with a sale of assets under any pari passu Indebtedness is greater than the Excess Proceeds, the Trustee shall select the Notes and such other instruments of pari passu Indebtedness to be purchased on a pro rata basis, based on the aggregate principal amount of Notes and such other instruments of pari passu Indebtedness tendered. If the aggregate principal amount of Notes tendered pursuant hereto and other instruments of pari passu Indebtedness tendered pursuant to any other offers to purchase that the Issuer is required to extend in connection with a sale of assets is less than the Excess Proceeds, the Issuer may use any remaining Excess Proceeds following the completion of the Asset Sale Offer for general corporate purposes (subject to the other provisions of the Indenture).

     Within 30 calendar days of the date the amount of Excess Proceeds exceeds $5.0 million, the Issuer shall send, or cause to be sent, by first-class mail, postage prepaid, a notice regarding the Asset Sale Offer to each Holder. The Holder of this Note may elect to have this Note or a portion hereof in an authorized denomination purchased by completing the form entitled “Option of Holder to Elect Purchase” appearing below and tendering this Note pursuant to the Asset Sale Offer. Unless the Issuer defaults in the payment of the Asset Sale Purchase Price with respect thereto, all Notes or portions thereof selected for payment pursuant to the Asset Sale Offer will cease to accrue interest from and after the Asset Sale Purchase Date.

     12.     The Global Note.

     So long as this Global Note is registered in the name of the Depositary or its nominee, members of, or participants in, the Depositary (“Agent Members”) shall have no rights under the Indenture with respect to this Global Note held on their behalf by the Depositary or the Trustee as its custodian, and the Depositary may be treated by the Issuer, the Guarantors (if any), the Trustee and any agent of the Issuer, the Guarantors (if any) or the Trustee as the absolute owner of this Global Note for all purposes. Notwithstanding the foregoing, nothing herein shall (i) prevent the Issuer, the Guarantors (if any), the Trustee or any agent of the Issuer, the Guarantors (if any) or the Trustee, from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (ii) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder.

     The Holder of this Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests in this Global Note through Agent Members, to take any action which a Holder is entitled to take under the Indenture or the Notes.

     Whenever, as a result of optional redemption by the Issuer, a Change of Control Offer, an Asset Sale Offer, a Registered Exchange Offer or an exchange for Certificated Notes, this Global Note is redeemed, repurchased or exchanged in part, this Global Note shall be surrendered by the Holder thereof to the Trustee who shall cause an adjustment to be made to Schedule A hereof so that the principal amount of this Global Note will be equal to the portion not redeemed, repurchased or exchanged and shall thereafter return this Global Note to such Holder; provided, that this Global Note shall be in a principal amount of $1,000 or an integral multiple of $1,000.

     13.     The Registered Exchange Offer.

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     Any Initial Notes represented by this Global Note that are presented to the Registrar for exchange pursuant to the Registered Exchange Offer (as defined in the Registration Rights Agreement) shall be exchanged for a Global Note representing Exchange Notes of equal principal amount upon surrender of this Global Note to the Registrar in accordance with the terms of the Registered Exchange Offer and the Indenture.

     14.     Transfer and Exchange.

     The transfer of this Note is subject to certain restrictions, including those to which reference is made in the Private Placement Legend. A Holder may transfer or exchange Notes as provided in the Indenture and subject to certain limitations therein set forth. The Registrar may require a Holder, among other things, to furnish appropriate endorsements or transfer documents and to pay any taxes, fees and expenses required by law or permitted by the Indenture.

     15.     Denominations.

     The Notes are issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereof of principal amount.

     16.     Discharge and Defeasance.

     Subject to certain conditions, the Issuer at any time may terminate some or all of the obligations of the Issuer and the Guarantors (if any) under the Notes, the Guarantees (if any) and the Indenture if the Issuer irrevocably deposits in trust with the Trustee cash or U.S. Government Obligations for the payment of principal, premium, if any, interest and Liquidated Damages, if any, on the Notes to redemption or maturity, as the case may be.

     17.     Amendment, Waiver.

     Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Notes may be amended with the written consent of the Holders of at least a majority in principal amount of the outstanding Notes (which consent may, but need not, be given in connection with any tender offer or exchange offer for the Notes) and (ii) any past Default and its consequences or any compliance with any provisions of the Indenture may be waived with the written consent of the Holders of at least a majority in principal amount of the outstanding Notes. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder, the Issuer and the Trustee may amend the Indenture or the Notes (i) to evidence the succession of another Person to the Issuer and the assumption by such successor of the covenants of the Issuer under the Indenture and contained in the Notes; (ii) to add to the covenants of the Issuer, for the benefit of the Holders of all of the Notes, or to surrender any right or power conferred on the Issuer under the Indenture; (iii) to provide for uncertificated Notes in addition to or in place of Certificated Notes; (iv) to secure the Notes; (v) to cure any ambiguity, omission, defect or inconsistency in the Indenture; (vi) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA; or (vii) to evidence the agreement or acknowledgment of a Restricted Subsidiary that it is a Guarantor for all purposes under the

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Indenture (including, without limitation, any supplemental indenture executed pursuant to Section 4.21 thereof).

     18.     Defaults and Remedies.

     Under the Indenture, Events of Default include: (i) a default for 30 days in the payment when due of interest on, or Liquidated Damages, if any, with respect to, the Notes (whether or not prohibited by the subordination provisions of the Indenture); (ii) a default in the payment when due of the principal of or premium, if any, on the Notes (whether or not prohibited by the subordination provisions of the Indenture); (iii) failure by the Issuer to observe or perform certain covenants, conditions, agreements or other provisions of the Indenture or this Note (and, in the case of certain covenants, agreements or other provisions, such failure has continued after written notice by the Trustee or the Holders of at least 25% in principal amount of the Notes for a time period of forty-five (45) days); (iv) a default in the payment of Indebtedness of the Issuer or any of its Subsidiaries within any applicable grace period after final maturity or acceleration of such Indebtedness in an amount in excess of $5.0 million in the aggregate; (v) certain events of bankruptcy or insolvency with respect to the Issuer or any of its Subsidiaries; (vi) certain undischarged judgments in excess of $5.0 million against the Issuer or any of its Subsidiaries; or (vii) the Guarantee, if any, of any Guarantor ceasing for any reason to be in full force and effect (other than in accordance with the terms of the Indenture) or any Guarantor, if any, denying or disaffirming its obligations under its Guarantee.

     If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Notes, subject to certain limitations, may declare all the Notes to be immediately due and payable. Certain events of bankruptcy or insolvency shall result in the Notes being immediately due and payable upon the occurrence of such Events of Default without any further act of the Trustee or any Holder.

     Holders of Notes may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Notes may direct the Trustee in its exercise of any trust or power under the Indenture. The Holders of a majority in principal amount of the then outstanding Notes, by written notice to the Trustee and the Issuer, may rescind any declaration of acceleration and its consequences if the rescission would not conflict with any judgment or decree, and if all existing Events of Default have been cured or waived, except nonpayment of principal, interest, premium, if any, or Liquidated Damages, if any, that has become due solely because of acceleration. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

     19.     Individual Rights of Trustee.

     Subject to certain limitations imposed by the TIA, the Trustee or any Paying Agent or Registrar, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with the Issuer, the Guarantors (if any) or their Affiliates with the same

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rights it would have if it were not Trustee, Paying Agent or Registrar, as the case may be, under the Indenture.

     20.     No Recourse Against Certain Others.

     No director, officer, employee, incorporator or stockholder of the Issuer or any Guarantor (if any), as such, shall have any liability for any obligations of the Issuer or such Guarantor (if any) under the Notes, the Guarantees (if any) or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation, solely by reason of its status as a director, officer, employee, incorporator or stockholder of the Issuer or such Guarantor. By accepting a Note, each Holder waives and releases all such liability (but only such liability) as part of the consideration for issuance of such Note to such Holder.

     21.     Authentication.

     This Note shall not be valid until the Trustee or an authenticating agent manually signs the certificate of authentication on the other side of this Note.

     22.     Abbreviations.

     Customary abbreviations may be used in the name of a Holder or an assignee, such as TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with rights of survivorship and not as tenants in common), CUST (= custodian), and U/G/M/A (= Uniform Gift to Minors Act).

     23.     CUSIP Numbers.

     Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuer has caused CUSIP numbers to be printed on the Notes and has directed the Trustee to use CUSIP numbers in notices of redemption as a convenience to Holders of Notes. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

     24.     Governing Law.

     THE INDENTURE AND THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SAID STATE.

     The Issuer will furnish to any Holder upon written request and without charge to the Holder a copy of the Indenture. Requests may be made to:

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Susquehanna Media Co.

140 East Market Street

York, PA 17401

Attention: Mr. Craig W. Bremer

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SCHEDULE A

SCHEDULE OF PRINCIPAL AMOUNT

The initial principal amount at maturity of this Note shall be $        . The following decreases/increases in the principal amount in denominations of $1,000 or integral multiples thereof at maturity of this Note have been made:

			Total Principal
			Amount at	Notation
	Decrease in	Increase in	Maturity	Made by
Date of	Principal	Principal	Following such	or on
Decrease/	Amount at	Amount at	Decrease/	Behalf of
Increase	Maturity	Maturity	Increase	Trustee

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ASSIGNMENT

(To be executed by the registered Holder
if such Holder desires to transfer this Note)

FOR VALUE RECEIVED              hereby sells, assigns and transfers unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
TAX IDENTIFYING NUMBER OF TRANSFEREE

(Please print name and address of transferee)

this Note, together with all right, title and interest herein, and does hereby irrevocably constitute and appoint Attorney to transfer this Note on the Note Register, with full power of substitution.

Dated:     

Signature of Holder Signature Guaranteed

NOTICE: The signature to the foregoing Assignment must correspond to the Name as written upon the face of this Note in every particular, without alteration or any change whatsoever.

SIGNATURE GUARANTEED: Signature must be guaranteed by an Eligible Guarantor Institution (banks, stockbrokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15.

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OPTION OF HOLDER TO ELECT PURCHASE
(check as appropriate)

(TM)	In connection with the Change of Control Offer made pursuant to Section 4.14 of the Indenture, the undersigned hereby elects to have
	(TM) the entire principal amount
	(TM) $     ($1,000 in principal amount or an integral multiple thereof) of this Note repurchased by the Issuer. The undersigned hereby directs the Trustee or Paying Agent to pay it or an amount in cash equal to 101% of the principal amount indicated in the preceding sentence plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the Change of Control Payment Date.
(TM)	In connection with the Asset Sale Offer made pursuant to Section 4.11 of the Indenture, the undersigned hereby elects to have (TM) the entire principal amount (TM) $     ($1,000 in principal amount or an integral multiple thereof) of this Note repurchased by the Issuer. The undersigned hereby directs the Trustee or Paying Agent to pay it or an amount in cash equal to 100% of the principal amount indicated in the preceding sentence plus accrued and
	unpaid interest and Liquidated Damages thereon, if any, to the Asset Sale Purchase Date.

Dated:

Signature of Holder Signature Guaranteed

NOTICE: The signature to the foregoing must correspond to the Name as written upon the face of this Note in every particular, without alteration or any change whatsoever.

SIGNATURE GUARANTEED: Signature must be guaranteed by an Eligible Guarantor Institution (banks, stockbrokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15.

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EXHIBIT B

FORM OF INITIAL CERTIFICATED NOTE

FACE OF INITIAL CERTIFICATED NOTE

SUSQUEHANNA MEDIA CO.

No.       CUSIP No.      

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE ACT) OR (B) IT IS AN “ACCREDITED INVESTOR” (AS DEFINED IN RULE 501 (a)(1), (2), (3) OR (7) UNDER THE ACT) (AN “ACCREDITED INVESTOR”) OR (C) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION, (2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS NOTE RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE ISSUER OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE ACT, (C) INSIDE THE UNITED STATES TO AN ACCREDITED INVESTOR THAT IS ACQUIRING THIS NOTE FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A U.S. BROKER-DEALER) TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS NOTE (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE), (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE ACT, (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE ACT (IF AVAILABLE) OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS NOTE WITHIN TWO YEARS AFTER ORIGINAL ISSUANCE OF THIS NOTE, IF THE PROPOSED TRANSFEREE IS AN ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND THE ISSUER SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM OR

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IN A TRANSACTION NOT SUBJECT TO THE REGISTRATION REQUIREMENTS OF THE ACT. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE ACT.

TRANSFER OF THIS NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 2.07 OF THE INDENTURE, DATED AS OF APRIL 23, 2003, BETWEEN SUSQUEHANNA MEDIA CO., AS ISSUER, AND J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION, AS TRUSTEE, PURSUANT TO WHICH THIS NOTE WAS ISSUED.

7 3/8% SENIOR SUBORDINATED NOTE DUE 2013

     Susquehanna Media Co., a Delaware corporation, for value received, hereby promises to pay to      , or its registered assigns, the principal amount of      , on April 15, 2013.

     Interest Payment Dates: April 15 and October 15, commencing on October 15, 2003.

     Record Dates: April 1 and October 1.

     Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

     Unless the certificate of authentication hereon has been duly executed by the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purposes.

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     IN WITNESS WHEREOF, Susquehanna Media Co. has caused this Note to be duly executed.

	SUSQUEHANNA MEDIA CO.
	By:
		Name :
		Title:
Attest:
Dated:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION,
       as Trustee, certifies that this is one of
       the Notes referred to in the Indenture.

  

By:
	Authorized Signatory

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REVERSE SIDE OF INITIAL CERTIFICATED NOTE

SUSQUEHANNA MEDIA CO.

7 3/8% SENIOR SUBORDINATED NOTE DUE 2013

     1.     Indenture.

     This Note is one of a duly authorized issue of debt securities of the Issuer (as defined below) designated as its “7 3/8% Senior Subordinated Notes due 2013” (herein called the “Notes”), issued under an indenture dated as of April 23, 2003 (as amended or supplemented from time to time, the “Indenture”) between the Issuer, as issuer, and J.P. Morgan Trust Company, National Association, as trustee (the “Trustee,” which term includes any successor trustee under the Indenture). The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code Sections 77aaa-77bbbb). The Notes are subject to all such terms, and Holders of Notes are referred to the Indenture and such Act for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Issuer, the Guarantors (if any), the Trustee and each Holder and of the terms upon which the Notes are, and are to be, authenticated and delivered. The summary of the terms of this Note contained herein does not purport to be complete and is qualified by reference to the Indenture. To the extent permitted by applicable law, in the event of any inconsistency between the terms of this Note and the terms of the Indenture, the terms of the Indenture shall control. All capitalized terms used in this Note which are not defined herein shall have the meanings assigned to them in the Indenture.

     The Indenture restricts, among other things, the Issuer’s ability to incur additional indebtedness, pay dividends or make certain other restricted payments, incur liens to secure pari passu or subordinated indebtedness, sell stock of Restricted Subsidiaries, apply net proceeds from certain asset sales, merge or consolidate with any other person, sell, assign, transfer, lease, convey or otherwise dispose of substantially all of the assets of the Issuer, enter into certain transactions with affiliates or incur indebtedness that is subordinate in right of payment to any Senior Indebtedness and senior in right of payment to the Notes. The Indenture permits, under certain circumstances, Restricted Subsidiaries of the Issuer to be deemed Unrestricted Subsidiaries and thus not subject to the restrictions of the Indenture.

     2.     Principal and Interest.

     Susquehanna Media Co., a Delaware corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein called the “Issuer”), promises to pay the principal amount set forth on the face of this Note to the Holder hereof on April 15, 2013.

     The Issuer shall pay interest at a rate of 7 3/8% per annum, from April 23, 2003 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, semiannually in arrears on April 15 and October 15 of each year, commencing on October 15, 2003, in cash, to the Holder hereof until the principal amount hereof is paid or made

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available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, subject to certain exceptions provided in the Indenture, be paid to the Person in whose name this Note (or the Note in exchange or substitution for which this Note was issued) is registered at the close of business on the Record Date for interest payable on such Interest Payment Date. The Record Date for any interest payment is the close of business on April 1 or October 1 as the case may be, whether or not a Business Day, immediately preceding the Interest Payment Date on which such interest is payable. Any such interest not so punctually paid or duly provided for (“Defaulted Interest”) shall forthwith cease to be payable to the Holder on such Record Date and shall be paid as provided in Section 2.12 of the Indenture. Interest will be computed on the basis of a 360-day year of twelve 30-day months.

     Each payment of interest in respect of an Interest Payment Date will include interest accrued through the day before such Interest Payment Date. If an Interest Payment Date falls on a day that is not a Business Day, the interest payment to be made on such Interest Payment Date will be made on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date, and no additional interest will accrue as a result of such delayed payment.

     If this Note is exchanged in a Registered Exchange Offer prior to the Record Date for the first Interest Payment Date following such exchange, accrued and unpaid interest, if any, on this Note, up to but not including the date of issuance of the Exchange Note or Exchange Notes issued in exchange for this Note, shall be paid on the first Interest Payment Date for such Exchange Note or Exchange Notes to the Holder or Holders of such Exchange Note or Exchange Notes on the first Record Date with respect to such Exchange Note or Exchange Notes. If this Note is exchanged in a Registered Exchange Offer subsequent to the Record Date for the first Interest Payment Date following such exchange but on or prior to such Interest Payment Date, then any such accrued and unpaid interest with respect to this Note and any accrued and unpaid interest on the Exchange Note or Exchange Notes issued in exchange for this Note, through the day before such Interest Payment Date, shall be paid on such Interest Payment Date to the Holder of this Note on such Record Date.

     To the extent lawful, the Issuer shall pay interest on overdue principal, overdue premium, if any, Defaulted Interest and overdue Liquidated Damages, if any, (without regard to any applicable grace period) at the interest rate borne on this Note. The Issuer’s obligation pursuant to the previous sentence shall apply whether such overdue amount is due at its maturity, as a result of the Issuer’s obligations pursuant to Section 3.05, Section 4. 11 or Section 4.14 of the Indenture, or otherwise.

     3.     Registration Rights; Liquidated Damages.

     The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated April 23, 2003, among the Issuer, and the Initial Purchasers (the “Registration Rights Agreement”), which agreement is attached to the Indenture as Exhibit J thereto. Such benefits include the right of the Holder to receive Liquidated Damages in the event of a failure on the part of the Issuer to comply with certain registration covenants, as provided in Section 4 of the Registration Rights Agreement.

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     4.     Method of Payment.

     The Issuer, through the Paying Agent, shall pay interest on this Note to the registered Holder of this Note, as provided above. The Holder must surrender this Note to a Paying Agent to collect principal payments. The Issuer will pay principal, premium, if any, and interest and Liquidated Damages, if any, in money of the United States of America that at the time of payment is legal tender for payment of all debts public and private. Principal, premium, if any, and interest and Liquidated Damages, if any, shall be paid by check mailed to the registered Holders at their registered addresses; provided, that all payments with respect to Notes the Holders of which have given wire transfer instructions to the Issuer will be required to be made by wire transfer of immediately available funds to the accounts specified by the Holders thereof.

     5.     Paying Agent and Registrar.

     Initially, the Trustee will act as Paying Agent and Registrar under the Indenture. The Issuer may, upon written notice to the Trustee, appoint and change any Paying Agent or Registrar. The Issuer or any of its Affiliates may act as Paying Agent or Registrar; provided, that if the Issuer or such Affiliate is acting as Paying Agent, the Issuer or such Affiliate shall segregate all funds held by it as Paying Agent and hold them in trust for the benefit of the Holders or the Trustee.

     6.          Guarantees.

     This Note in the future may be entitled to Guarantees made by Guarantors for the benefit of the Holders of Notes. Each Guarantor (if any) will, irrevocably and unconditionally, jointly and severally, guarantee on a senior subordinated basis the punctual payment when due, whether at Stated Maturity, by acceleration, in connection with a Change of Control Offer, an Asset Sale Offer or redemption, or otherwise, of all obligations of the Issuer under the Indenture and this Note, whether for payment of principal of, premium, if any, interest or Liquidated Damages, if any, on the Notes, expenses, indemnification or otherwise. A Guarantor shall be released from its Guarantee upon the terms and subject to the conditions set forth in the Indenture.

     7.     Subordination.

     This Note and the Guarantees (if any) are subordinated in right of payment, as set forth in the Indenture, to the prior payment in full of all existing and future Senior Indebtedness. The Issuer agrees, and each Holder by accepting a Note agrees, to the subordination provisions set forth in the Indenture, authorizes the Trustee to give them effect and appoints the Trustee as attorney-in-fact for such purpose.

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     8.     Redemption.

     Except as set forth in the following paragraph, the Notes are not redeemable at the option of the Issuer prior to April 15, 2008. Thereafter, the Notes will be subject to redemption at the option of the Issuer, in whole or in part, on at least 20 calendar days, but not more than 60 calendar days, prior notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest thereon, if any, and Liquidated Damages, if any, to the applicable Redemption Date (subject to the right of each Holder of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), if redeemed during the twelve-month period beginning April 15 of the years indicated below:

Year	Percentage
2008		103.688	%
2009		102.458	%
2010		101.229	%
2011 and thereafter		100.000	%

     In addition, at any time and from time to time prior to April 15, 2006, the Issuer, at its option, may redeem in the aggregate up to 35.0% of the original principal amount of the Notes with the Net Cash Proceeds of one or more Public Equity Offerings following which there is a Public Market, at a redemption price (expressed as a percentage of principal amount) of 107.375% of the aggregate principal amount so redeemed, plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the applicable Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date); provided, however, that at least 65.0% of the original principal amount of the Notes must remain outstanding after each such redemption; and provided, further, that each such redemption shall occur within 60 days of the date of closing of the related Public Equity Offering.

     9.     Notice of Redemption.

     At least 30 calendar days but not more than 60 calendar days before a Redemption Date, the Issuer shall deliver to the Trustee a notice of redemption. At least 20 calendar days but not more than 60 calendar days before a Redemption Date, the Issuer shall send, by first-class mail, postage prepaid, to Holders of Notes to be redeemed at the addresses of such Holders as they appear in the Note Register, a notice of redemption.

     If fewer than all the Notes are to be redeemed at any time, the Trustee shall select the Notes to be redeemed pro rata or by lot or by a method that complies with applicable legal and securities exchange requirements, if any, and that the Trustee considers fair and appropriate and in accordance with methods generally used at the time of selection by fiduciaries in similar circumstances. The Trustee shall make the selection from outstanding Notes not previously called for redemption; provided, that the Trustee may select for redemption portions (equal to $1,000 or any integral multiple thereof) of the principal of Notes that have denominations larger than $1,000 (Notes in denominations of $1,000 may be redeemed only in whole). If any Note is redeemed subsequent to a Record Date with respect to any Interest Payment Date specified

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above and on or prior to such Interest Payment Date, then any accrued interest will be paid on such Interest Payment Date to the Holder of the Note on such Record Date. If money in an amount sufficient to pay the Redemption Price of all Notes (or portions thereof) to be redeemed on the Redemption Date is deposited with the Paying Agent on or before the applicable Redemption Date and certain other conditions are satisfied, interest on the Notes or portions thereof to be redeemed on the applicable Redemption Date will cease to accrue.

     10.     Repurchase at the Option of Holders upon Change of Control.

     Upon the occurrence of a Change of Control, each Holder shall have the right in accordance with the terms hereof and the Indenture to require the Issuer to purchase such Holder’s Notes, in whole or in part, in a principal amount that is an integral multiple of $ 1,000, pursuant to a Change of Control Offer, at a purchase price in cash equal to 101% of the principal amount of such Notes (or portions thereof) plus accrued and unpaid interest and Liquidated Damages, if any, to the Change of Control Payment Date.

     Within 30 calendar days following any Change of Control, the Issuer shall send, or cause to be sent, by first-class mail, postage prepaid, a notice regarding the Change of Control Offer to each Holder with a copy to the Trustee. The Holder of this Note may elect to have this Note or a portion hereof in an authorized denomination purchased by completing the form entitled “Option of Holder to Elect Purchase” appearing below and tendering this Note pursuant to the Change of Control Offer. Unless the Issuer defaults in the payment of the Change of Control Purchase Price with respect thereto, all Notes or portions thereof accepted for payment pursuant to the Change of Control Offer will cease to accrue interest from and after the Change of Control Payment Date.

     Prior to complying with the provisions of the Indenture governing Change of Control Offers, but in any event within 30 calendar days following a Change of Control, the Issuer shall, to the extent required, either repay all outstanding Senior Indebtedness or obtain the requisite consents, if any, under all agreements governing outstanding Senior Indebtedness to permit the repurchase of Notes required by the provisions of the Indenture governing Change of Control Offers.

     11.     Repurchase at the Option of Holders upon Asset Sale.

     If at any time the Issuer or any Restricted Subsidiary engages in any Asset Sale, as a result of which the aggregate amount of Excess Proceeds exceeds $5.0 million, the Issuer shall, within 30 calendar days of the date the amount of Excess Proceeds exceeds $5.0 million, use the then-existing Excess Proceeds to make an offer to purchase from all Holders of Notes, on a pro rata basis, Notes in an aggregate principal amount equal in amount to the then-existing Excess Proceeds, at a purchase price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest thereon and Liquidated Damages, if any, to the Asset Sale Purchase Date (subject to the right of each Holder of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). If the aggregate principal amount of Notes tendered pursuant hereto and instruments tendered pursuant to any other offer to purchase the Issuer is required to extend in connection with a sale of assets under any pari passu Indebtedness is greater than the Excess Proceeds, the Trustee shall select the Notes and such other instruments of pari passu

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Indebtedness to be purchased on a pro rata basis, based on the aggregate principal amount of Notes and such other instruments of pari passu Indebtedness tendered. If the aggregate principal amount of Notes tendered pursuant hereto and other instruments of pari passu Indebtedness tendered pursuant to any other offers to purchase that the Issuer is required to extend in connection with a sale of assets is less than the Excess Proceeds, the Issuer may use any remaining Excess Proceeds following the completion of the Asset Sale Offer for general corporate purposes (subject to the other provisions of the Indenture).

     Within 30 calendar days of the date the amount of Excess Proceeds exceeds $5.0 million, the Issuer shall send, or cause to be sent, by first-class mail, postage prepaid, a notice regarding the Asset Sale Offer to each Holder. The Holder of this Note may elect to have this Note or a portion hereof in an authorized denomination purchased by completing the form entitled “Option of Holder to Elect Purchase” appearing below and tendering this Note pursuant to the Asset Sale Offer. Unless the Issuer defaults in the payment of the Asset Sale Purchase Price with respect thereto, all Notes or portions thereof selected for payment pursuant to the Asset Sale Offer will cease to accrue interest from and after the Asset Sale Purchase Date.

     12.     The Registered Exchange Offer.

     Any Initial Notes (including this Note) that are presented to the Registrar for exchange pursuant to the Registered Exchange Offer (as defined in the Registration Rights Agreement) shall be exchanged for Exchange Notes of equal principal amount upon surrender of such Notes to the Registrar in accordance with the terms of the Registered Exchange Offer and the Indenture.

     13.     Transfer and Exchange.

     The transfer of this Note is subject to certain restrictions, including those to which reference is made in the Private Placement Legend. A Holder may transfer or exchange Notes as provided in the Indenture and subject to certain limitations therein set forth. The Registrar may require a Holder, among other things, to furnish appropriate endorsements or transfer documents and to pay any taxes, fees and expenses required by law or permitted by the Indenture. The Registrar need not register the transfer or exchange of Certificated Notes or portions thereof selected for redemption (except, in the case of a Certificated Note to be redeemed in part, the portion of such Certificated Note not to be redeemed) or any Certificated Notes for a period of 15 calendar days before a selection of Notes to be redeemed.

     14.     Denominations.

     The Notes are issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereof of principal amount; provided, that Initial Certificated Notes originally purchased by or transferred to Institutional Accredited Investors shall be subject to a minimum denomination of $250,000.

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     15.     Discharge and Defeasance.

     Subject to certain conditions, the Issuer at any time may terminate some or all of the obligations of the Issuer and the Guarantors (if any) under the Notes, the Guarantees (if any) and the Indenture if the Issuer irrevocably deposits in trust with the Trustee cash or U.S. Government Obligations for the payment of principal, premium, if any, interest and Liquidated Damages, if any, on the Notes to redemption or maturity, as the case may be.

     16.     Amendment, Waiver.

     Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Notes may be amended with the written consent of the Holders of at least a majority in principal amount of the outstanding Notes (which consent may, but need not, be given in connection with any tender offer or exchange offer for the Notes) and (ii) any past Default and its consequences or any compliance with any provisions of the Indenture may be waived with the written consent of the Holders of at least a majority in principal amount of the outstanding Notes. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder, the Issuer and the Trustee may amend the Indenture or the Notes (i) to evidence the succession of another Person to the Issuer and the assumption by such successor of the covenants of the Issuer under the Indenture and contained in the Notes; (ii) to add to the covenants of the Issuer, for the benefit of the Holders of all of the Notes, or to surrender any right or power conferred on the Issuer under the Indenture; (iii) to provide for uncertificated Notes in addition to or in place of Certificated Notes; (iv) to secure the Notes; (v) to cure any ambiguity, omission, defect or inconsistency in the Indenture; (vi) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA; or (vii) to evidence the agreement or acknowledgment of a Restricted Subsidiary that it is a Guarantor for all purposes under the Indenture (including, without limitation, any supplemental indenture executed pursuant to Section 4.21 thereof).

     17.     Defaults and Remedies.

     Under the Indenture, Events of Default include: (i) a default for 30 days in the payment when due of interest on, or Liquidated Damages, if any, with respect to, the Notes (whether or not prohibited by the subordination provisions of the Indenture); (ii) a default in the payment when due of the principal of or premium, if any, on the Notes (whether or not prohibited by the subordination provisions of the Indenture); (iii) failure by the Issuer to observe or perform certain covenants, conditions, agreements or other provisions of the Indenture or this Note (and, in the case of certain covenants, agreements or other provisions, such failure has continued after written notice by the Trustee or the Holders of at least 25% in principal amount of the Notes for a time period of forty-five (45) days); (iv) a default in the payment of Indebtedness of the Issuer or any of its Subsidiaries within any applicable grace period after final maturity or acceleration of such Indebtedness in an amount in excess of $5.0 million in the aggregate; (v) certain events of bankruptcy or insolvency with respect to the Issuer or any of its Subsidiaries; (vi) certain undischarged judgments in excess of $5.0 million against the Issuer or any of its Subsidiaries; or

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(vii)  the Guarantee, if any, of any Guarantor ceasing for any reason to be in full force and effect (other than in accordance with the terms of the Indenture) or any Guarantor, if any, denying or disaffirming its obligations under its Guarantee.

     If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Notes, subject to certain limitations, may declare all the Notes to be immediately due and payable. Certain events of bankruptcy or insolvency shall result in the Notes being immediately due and payable upon the occurrence of such Events of Default without any further act of the Trustee or any Holder.

     Holders of Notes may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Notes may direct the Trustee in its exercise of any trust or power under the Indenture. The Holders of a majority in principal amount of the then outstanding Notes, by written notice to the Trustee and the Issuer, may rescind any declaration of acceleration and its consequences if the rescission would not conflict with any judgment or decree, and if all existing Events of Default have been cured or waived, except nonpayment of principal, interest, premium, if any, or Liquidated Damages, if any, that has become due solely because of acceleration. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

     18.     Individual Rights of Trustee.

     Subject to certain limitations imposed by the TIA, the Trustee or any Paying Agent or Registrar, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with the Issuer, the Guarantors (if any) or their Affiliates with the same rights it would have if it were not Trustee, Paying Agent or Registrar, as the case may be, under the Indenture.

     19.     No Recourse Against Certain Others.

     No director, officer, employee, incorporator or stockholder of the Issuer or any Guarantor (if any), as such, shall have any liability for any obligations of the Issuer or such Guarantor (if any) under the Notes, the Guarantees (if any) or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation, solely by reason of its status as a director, officer, employee, incorporator or stockholder of the Issuer or such Guarantor. By accepting a Note, each Holder waives and releases all such liability (but only such liability) as part of the consideration for issuance of such Note to such Holder.

     20.     Authentication.

     This Note shall not be valid until the Trustee or an authenticating agent manually signs the certificate of authentication on the other side of this Note.

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     21.     Abbreviations.

     Customary abbreviations may be used in the name of a Holder or an assignee, such as TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with rights of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (= Uniform Gift to Minors Act).

     22.     CUSIP Numbers.

     Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuer has caused CUSIP numbers to be printed on the Notes and has directed the Trustee to use CUSIP numbers in notices of redemption as a convenience to Holders of Notes. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

     23.     Governing Law.

     THE INDENTURE AND THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SAID STATE.

     The Issuer will furnish to any Holder upon written request and without charge to the Holder a copy of the Indenture. Requests may be made to:

Susquehanna Media Co.

140 East Market Street

York, PA 17401

Attention: Mr. Craig W. Bremer

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ASSIGNMENT

(To be executed by the registered Holder
if such Holder desires to transfer this Note)

FOR VALUE RECEIVED                           hereby sells, assigns and transfers unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
TAX IDENTIFYING NUMBER OF TRANSFEREE

  (Please print name and address of transferee)

this Note, together with all right, title and interest herein, and does hereby irrevocably constitute and appoint                                       Attorney to transfer this Note on the Note Register, with full power of substitution.

Dated:

Signature of Holder Signature Guaranteed

NOTICE: The signature to the foregoing Assignment must correspond to the Name as written upon the face of this Note in every particular, without alteration or any change whatsoever.

SIGNATURE GUARANTEED: Signature must be guaranteed by an Eligible Guarantor Institution (banks, stockbrokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15.

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OPTION OF HOLDER TO ELECT PURCHASE
(check as appropriate)

(TM)	In connection with the Change of Control Offer made pursuant to Section 4.14 of the Indenture, the undersigned hereby elects to have
	(TM)     the entire principal amount
	(TM)     $                      ($1,000 in principal amount or an integral multiple thereof) of this Note repurchased by the Issuer. The undersigned hereby directs the Trustee or Paying Agent to pay it or                  an amount in cash equal to 101% of the principal amount indicated in the preceding sentence plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the Change of Control Payment Date.
(TM)	In connection with the Asset Sale Offer made pursuant to Section 4.11 of the Indenture, the undersigned hereby elects to have
	(TM)     the entire principal amount
	(TM)     $                      ($1,000 in principal amount or an integral multiple thereof) of this Note repurchased by the Issuer. The undersigned hereby directs the Trustee or Paying Agent to pay it or                  an amount in cash equal to 100% of the principal amount indicated in the preceding sentence plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the Asset Sale Purchase Date.

Dated:

Signature of Holder Signature Guaranteed

NOTICE: The signature to the foregoing must correspond to the Name as written upon the face of this Note in every particular, without alteration or any change whatsoever.

SIGNATURE GUARANTEED: Signature must be guaranteed by an Eligible Guarantor Institution (banks, stockbrokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15.

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EXHIBIT C

FORM OF EXCHANGE GLOBAL NOTE

FACE OF EXCHANGE GLOBAL NOTE

SUSQUEHANNA MEDIA CO.

No. CUSIP No.

THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO.

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO SUSQUEHANNA MEDIA CO. OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFER OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, AND NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE.

GLOBAL NOTE
REPRESENTING 7 3/8% SENIOR SUBORDINATED NOTES DUE 2013

     Susquehanna Media Co., a Delaware corporation, for value received, hereby promises to pay to Cede & Co., or its registered assigns, the principal sum indicated on Schedule A hereof, on April 15, 2013.

     Interest Payment Dates: April 15 and October 15, commencing on October 15, 2003.

     Record Dates: April 1 and October 1.

     Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

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     Unless the certificate of authentication hereon has been duly executed by the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purposes.

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     IN WITNESS WHEREOF, Susquehanna Media Co. has caused this Note to be duly executed.

	SUSQUEHANNA MEDIA CO.
	By:
		Name:
		Title:
Attest:
Dated:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION,
as Trustee, certifies that this is one of the
Notes referred to in the Indenture.

By:
	Authorized Signatory

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REVERSE SIDE OF EXCHANGE GLOBAL NOTE

SUSQUEHANNA MEDIA CO.

GLOBAL NOTE
REPRESENTING 7 3/8% SENIOR SUBORDINATED NOTES DUE 2013

     1.     Indenture.

     This Note is one of a duly authorized issue of debt securities of the Issuer (as defined below) designated as its “7 3/8% Senior Subordinated Notes due 2013” (herein called the “Notes”), issued under an indenture dated as of April 23, 2003 (as amended or supplemented from time to time, the “Indenture”) between the Issuer, as issuer, and J.P. Morgan Trust Company, National Association, as trustee (the “Trustee,” which term includes any successor trustee under the Indenture). The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code Sections 77aaa-77bbbb). The Notes are subject to all such terms, and Holders of Notes are referred to the Indenture and such Act for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Issuer, the Guarantors (if any), the Trustee and each Holder and of the terms upon which the Notes are, and are to be, authenticated and delivered. The summary of the terms of this Note contained herein does not purport to be complete and is qualified by reference to the Indenture. To the extent permitted by applicable law, in the event of any inconsistency between the terms of this Note and the terms of the Indenture, the terms of the Indenture shall control. All capitalized terms used in this Note which are not defined herein shall have the meanings assigned to them in the Indenture.

     The Indenture restricts, among other things, the Issuer’s ability to incur additional indebtedness, pay dividends or make certain other restricted payments, incur liens to secure pari passu or subordinated indebtedness, sell stock of Restricted Subsidiaries, apply net proceeds from certain asset sales, merge or consolidate with any other person, sell, assign, transfer, lease, convey or otherwise dispose of substantially all of the assets of the Issuer, enter into certain transactions with affiliates or incur indebtedness that is subordinate in right of payment to any Senior Indebtedness and senior in right of payment to the Notes. The Indenture permits, under certain circumstances, Restricted Subsidiaries of the Issuer to be deemed Unrestricted Subsidiaries and thus not subject to the restrictions of the Indenture.

     2.     Principal and Interest.

     Susquehanna Media Co., a Delaware corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein called the “Issuer”), promises to pay the principal amount set forth on Schedule A of this Note to the Holder hereof on April 15, 2013.

     The Issuer shall pay interest at a rate of 7 3/8% per annum, from April 23, 2003 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, semiannually in arrears on April 15 and October 15 of each year, commencing on October

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15, 2003, in cash, to the Holder hereof until the principal amount hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, subject to certain exceptions provided in the Indenture, be paid to the Person in whose name this Note (or the Note in exchange or substitution for which this Note was issued) is registered at the close of business on the Record Date for interest payable on such Interest Payment Date. The Record Date for any interest payment is the close of business on April 1 or October 1, as the case may be, whether or not a Business Day, immediately preceding the Interest Payment Date on which such interest is payable. Any such interest not so punctually paid or duly provided for (“Defaulted Interest”) shall forthwith cease to be payable to the Holder on such Record Date and shall be paid as provided in Section 2.12 of the Indenture. Interest will be computed on the basis of a 360-day year of twelve 30-day months.

     Each payment of interest in respect of an Interest Payment Date will include interest accrued through the day before such Interest Payment Date. If an Interest Payment Date falls on a day that is not a Business Day, the interest payment to be made on such Interest Payment Date will be made on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date, and no additional interest will accrue as a result of such delayed payment.

     If this Note is issued pursuant to a Registered Exchange Offer on or prior to the Record Date for the first Interest Payment Date following such exchange, accrued and unpaid interest, if any, on the equivalent principal amount of the Initial Note in exchange for which this Note was issued, up to but not including the date of issuance of this Note, shall be paid on the first Interest Payment Date for this Note to the Holder of this Note on the first Record Date with respect to this Note. If this Note is issued pursuant to a Registered Exchange Offer subsequent to the Record Date for the first Interest Payment Date following such exchange but on or prior to such Interest Payment Date, then any such accrued and unpaid interest with respect to the equivalent principal amount of the Initial Note in exchange for which this Note was issued and any accrued and unpaid interest on this Note, through the day before such Interest Payment Date, shall be paid on such Interest Payment Date to the Holder of such Initial Note on such Record Date.

     To the extent lawful, the Issuer shall pay interest on overdue principal, overdue premium, if any, Defaulted Interest and overdue Liquidated Damages, if any, (without regard to any applicable grace period) at the interest rate borne on this Note. The Issuer’s obligation pursuant to the previous sentence shall apply whether such overdue amount is due at its maturity, as a result of the Issuer’s obligations pursuant to Section 3.05, Section 4.11 or Section 4.14 of the Indenture, or otherwise.

     3.     Method of Payment.

     The Issuer, through the Paying Agent, shall pay interest on this Note to the registered Holder of this Note, as provided above. The Holder must surrender this Note to a Paying Agent to collect principal payments. The Issuer will pay principal, premium, if any, and interest and Liquidated Damages, if any, in money of the United States of America that at the time of payment is legal tender for payment of all debts public and private. Principal, premium, if any, and interest and Liquidated Damages, if any, shall be paid by check mailed to the registered

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Holders at their registered addresses; provided, that all payments with respect to Notes the Holders of which have given wire transfer instructions to the Issuer will be required to be made by wire transfer of immediately available funds to the accounts specified by the Holders thereof.

     4.     Paying Agent and Registrar.

     Initially, the Trustee will act as Paying Agent and Registrar under the Indenture. The Issuer may, upon written notice to the Trustee, appoint and change any Paying Agent or Registrar. The Issuer or any of its Affiliates may act as Paying Agent or Registrar; provided , that if the Issuer or such Affiliate is acting as Paying Agent, the Issuer or such Affiliate shall segregate all funds held by it as Paying Agent and hold them in trust for the benefit of the Holders or the Trustee.

     5.     Guarantees.

     This Note in the future may be entitled to Guarantees made by Guarantors for the benefit of the Holders of Notes. Each Guarantor (if any) will, irrevocably and unconditionally, jointly and severally, guarantee on a senior subordinated basis the punctual payment when due, whether at Stated Maturity, by acceleration, in connection with a Change of Control Offer, an Asset Sale Offer or redemption, or otherwise, of all obligations of the Issuer under the Indenture and this Note, whether for payment of principal of, premium, if any, interest or Liquidated Damages, if any, on the Notes, expenses, indemnification or otherwise. A Guarantor shall be released from its Guarantee upon the terms and subject to the conditions set forth in the Indenture.

     6.     Subordination.

     This Note and the Guarantees (if any) are subordinated in right of payment, as set forth in the Indenture, to the prior payment in full of all existing and future Senior Indebtedness. The Issuer agrees, and each Holder by accepting a Note agrees, to the subordination provisions set forth in the Indenture, authorizes the Trustee to give them effect and appoints the Trustee as attorney-in-fact for such purpose.

     7.     Redemption.

     Except as set forth in the following paragraph, the Notes are not redeemable at the option of the Issuer prior to April 15, 2008. Thereafter, the Notes will be subject to redemption at the option of the Issuer, in whole or in part, on at least 20 calendar days, but not more than 60 calendar days, prior notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest thereon, if any, and Liquidated Damages, if any, to the applicable Redemption Date (subject to the right of each Holder of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), if redeemed during the twelve-month period beginning April 15 of the years indicated below:

Year	Percentage
2008		103.688	%
2009		102.458	%

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2010	101.229	%
2011 and thereafter	100.000	%

     In addition, at any time and from time to time prior to April 15, 2006 the Issuer, at its option, may redeem in the aggregate up to 35.0% of the original principal amount of the Notes with the Net Cash Proceeds of one or more Public Equity Offerings following which there is a Public Market, at a redemption price (expressed as a percentage of principal amount) of 107.375% of the aggregate principal amount so redeemed, plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the applicable Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date); provided, however, that at least 65.0% of the original principal amount of the Notes must remain outstanding after each such redemption; and provided, further, that each such redemption shall occur within 60 days of the date of closing of the related Public Equity Offering.

     8.     Notice of Redemption.

     At least 30 calendar days but not more than 60 calendar days before a Redemption Date, the Issuer shall deliver to the Trustee a notice of redemption. At least 20 calendar days but not more than 60 calendar days before a Redemption Date, the Issuer shall send, by first-class mail, postage prepaid, to Holders of Notes to be redeemed at the addresses of such Holders as they appear in the Note Register, a notice of redemption.

     If fewer than all the Notes are to be redeemed at any time, the Trustee shall select the Notes to be redeemed pro rata or by lot or by a method that complies with applicable legal and securities exchange requirements, if any, and that the Trustee considers fair and appropriate and in accordance with methods generally used at the time of selection by fiduciaries in similar circumstances. The Trustee shall make the selection from outstanding Notes not previously called for redemption; provided, that the Trustee may select for redemption portions (equal to $1,000 or any integral multiple thereof) of the principal of Notes that have denominations larger than $1,000 (Notes in denominations of $1,000 may be redeemed only in whole). If any Note is redeemed subsequent to a Record Date with respect to any Interest Payment Date specified above and on or prior to such Interest Payment Date, then any accrued interest will be paid on such Interest Payment Date to the Holder of the Note on such Record Date. If money in an amount sufficient to pay the Redemption Price of all Notes (or portions thereof) to be redeemed on the Redemption Date is deposited with the Paying Agent on or before the applicable Redemption Date and certain other conditions are satisfied, interest on the Notes or portions thereof to be redeemed on the applicable Redemption Date will cease to accrue.

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     9.     Repurchase at the Option of Holders upon Change of Control.

     Upon the occurrence of a Change of Control, each Holder shall have the right in accordance with the terms hereof and the Indenture to require the Issuer to purchase such Holder’s Notes, in whole or in part, in a principal amount that is an integral multiple of $1,000, pursuant to a Change of Control Offer, at a purchase price in cash equal to 101% of the principal amount of such Notes (or portions thereof) plus accrued and unpaid interest and Liquidated Damages, if any, to the Change of Control Payment Date.

     Within 30 calendar days following any Change of Control, the Issuer shall send, or cause to be sent, by first-class mail, postage prepaid, a notice regarding the Change of Control Offer to each Holder with a copy to the Trustee. The Holder of this Note may elect to have this Note or a portion hereof in an authorized denomination purchased by completing the form entitled “Option of Holder to Elect Purchase” appearing below and tendering this Note pursuant to the Change of Control Offer. Unless the Issuer defaults in the payment of the Change of Control Purchase Price with respect thereto, all Notes or portions thereof accepted for payment pursuant to the Change of Control Offer will cease to accrue interest from and after the Change of Control Payment Date.

     Prior to complying with the provisions of the Indenture governing Change of Control Offers, but in any event within 30 calendar days following a Change of Control, the Issuer shall, to the extent required, either repay all outstanding Senior Indebtedness or obtain the requisite consents, if any, under all agreements governing outstanding Senior Indebtedness to permit the repurchase of Notes required by the provisions of the Indenture governing Change of Control Offers.

     10.     Repurchase at the Option of Holders upon Asset Sale.

     If at any time the Issuer or any Restricted Subsidiary engages in any Asset Sale, as a result of which the aggregate amount of Excess Proceeds exceeds $5.0 million, the Issuer shall, within 30 calendar days of the date the amount of Excess Proceeds exceeds $5.0 million, use the then-existing Excess Proceeds to make an offer to purchase from all Holders of Notes, on a pro rata basis, Notes in an aggregate principal amount equal in amount to the then-existing Excess Proceeds, at a purchase price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest thereon and Liquidated Damages, if any, to the Asset Sale Purchase Date (subject to the right of each Holder of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). If the aggregate principal amount of Notes tendered pursuant hereto and instruments tendered pursuant to any other offer to purchase the Issuer is required to extend in connection with a sale of assets under any pari passu Indebtedness is greater than the Excess Proceeds, the Trustee shall select the Notes and such other instruments of pari passu Indebtedness to be purchased on a pro rata basis, based on the aggregate principal amount of Notes and such other instruments of pari passu Indebtedness tendered. If the aggregate principal amount of Notes tendered pursuant hereto and other instruments of pari passu Indebtedness tendered pursuant to any other offers to purchase that the Issuer is required to extend in connection with a sale of assets is less than the Excess Proceeds,

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the Issuer may use any remaining Excess Proceeds following the completion of the Asset Sale Offer for general corporate purposes (subject to the other provisions of the Indenture).

     Within 30 calendar days of the date the amount of Excess Proceeds exceeds $5.0 million, the Issuer shall send, or cause to be sent, by first-class mail, postage prepaid, a notice regarding the Asset Sale Offer to each Holder. The Holder of this Note may elect to have this Note or a portion hereof in an authorized denomination purchased by completing the form entitled “Option of Holder to Elect Purchase” appearing below and tendering this Note pursuant to the Asset Sale Offer. Unless the Issuer defaults in the payment of the Asset Sale Purchase Price with respect thereto, all Notes, or portions thereof selected for payment pursuant to the Asset Sale Offer will cease to accrue interest from and after the Asset Sale Purchase Date.

     11.     The Global Note.

     So long as this Global Note is registered in the name of the Depositary or its nominee, members of, or participants in, the Depositary (“Agent Members”) shall have no rights under the Indenture with respect to this Global Note held on their behalf by the Depositary or the Trustee as its custodian, and the Depositary may be treated by the Issuer, the Guarantors (if any), the Trustee and any agent of the Issuer, the Guarantors (if any) or the Trustee as the absolute owner of this Global Note for all purposes. Notwithstanding the foregoing, nothing herein shall (i) prevent the Issuer, the Guarantors (if any), the Trustee or any agent of the Issuer, the Guarantors (if any) or the Trustee, from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (ii) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder.

     The Holder of this Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests in this Global Note through Agent Members, to take any action which a Holder is entitled to take under the Indenture or the Notes.

     Whenever, as a result of optional redemption by the Issuer, a Change of Control Offer, an Asset Sale Offer, a Registered Exchange Offer or an exchange for Certificated Notes, this Global Note is redeemed, repurchased or exchanged in part, this Global Note shall be surrendered by the Holder thereof to the Trustee who shall cause an adjustment to be made to Schedule A hereof so that the principal amount of this Global Note will be equal to the portion not redeemed, repurchased or exchanged and shall thereafter return this Global Note to such Holder; provided, that this Global Note shall be in a principal amount of $1,000 or an integral multiple of $1,000.

     12.     Transfer and Exchange.

     A Holder may transfer or exchange Notes as provided in the Indenture and subject to certain limitations therein set forth. The Registrar may require a Holder, among other things, to furnish appropriate endorsements or transfer documents and to pay any taxes, fees and expenses required by law or permitted by the Indenture.

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     13.     Denominations.

     The Notes are issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereof of principal amount.

     14.     Discharge and Defeasance.

     Subject to certain conditions, the Issuer at any time may terminate some or all of the obligations of the Issuer and the Guarantors (if any) under the Notes, the Guarantees (if any) and the Indenture if the Issuer irrevocably deposits in trust with the Trustee cash or U.S. Government Obligations for the payment of principal, premium, if any, interest and Liquidated Damages, if any, on the Notes to redemption or maturity, as the case may be.

     15.     Amendment, Waiver.

     Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Notes may be amended with the written consent of the Holders of at least a majority in principal amount of the outstanding Notes (which consent may, but need not, be given in connection with any tender offer or exchange offer for the Notes) and (ii) any past Default and its consequences or any compliance with any provisions of the Indenture may be waived with the written consent of the Holders of at least a majority in principal amount of the outstanding Notes. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder, the Issuer and the Trustee may amend the Indenture or the Notes (i) to evidence the succession of another Person to the Issuer and the assumption by such successor of the covenants of the Issuer under the Indenture and contained in the Notes; (ii) to add to the covenants of the Issuer, for the benefit of the Holders of all of the Notes, or to surrender any right or power conferred on the Issuer under the Indenture; (iii) to provide for uncertificated Notes in addition to or in place of Certificated Notes; (iv) to secure the Notes; (v) to cure any ambiguity, omission, defect or inconsistency in the Indenture; (vi) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA; or (vii) to evidence the agreement or acknowledgment of a Restricted Subsidiary that it is a Guarantor for all purposes under the Indenture (including, without limitation, any supplemental indenture executed pursuant to Section 4.21 thereof).

     16.     Defaults and Remedies.

     Under the Indenture, Events of Default include: (i) a default for 30 days in the payment when due of interest on, or Liquidated Damages, if any, with respect to, the Notes (whether or not prohibited by the subordination provisions of the Indenture); (ii) a default in the payment when due of the principal of or premium, if any, on the Notes (whether or not prohibited by the subordination provisions of the Indenture); (iii) failure by the Issuer to observe or perform certain covenants, conditions, agreements or other provisions of the Indenture or this Note (and, in the case of certain covenants, agreements or other provisions, such failure has continued after written notice by the Trustee or the Holders of at least 25% in principal amount of the Notes for a time period of forty-five (45) days); (iv) a default in the payment of Indebtedness of the Issuer or any of its Subsidiaries within any applicable grace period after final maturity or acceleration

C - 10

of such Indebtedness in an amount in excess of $5.0 million in the aggregate; (v) certain events of bankruptcy or insolvency with respect to the Issuer or any of its Subsidiaries; (vi) certain undischarged judgments in excess of $5.0 million against the Issuer or any of its Subsidiaries; or (vii) the Guarantee, if any, of any Guarantor ceasing for any reason to be in full force and effect (other than in accordance with the terms of the Indenture) or any Guarantor, if any, denying or disaffirming its obligations under its Guarantee.

     If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Notes, subject to certain limitations, may declare all the Notes to be immediately due and payable. Certain events of bankruptcy or insolvency shall result in the Notes being immediately due and payable upon the occurrence of such Events of Default without any further act of the Trustee or any Holder.

     Holders of Notes may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Notes may direct the Trustee in its exercise of any trust or power under the Indenture. The Holders of a majority in principal amount of the then outstanding Notes, by written notice to the Trustee and the Issuer, may rescind any declaration of acceleration and its consequences if the rescission would not conflict with any judgment or decree, and if all existing Events of Default have been cured or waived, except nonpayment of principal, interest, premium, if any, or Liquidated Damages, if any, that has become due solely because of acceleration. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

     17.     Individual Rights of Trustee.

     Subject to certain limitations imposed by the TIA, the Trustee or any Paying Agent or Registrar, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with the Issuer, the Guarantors (if any) or their Affiliates with the same rights it would have if it were not Trustee, Paying Agent or Registrar, as the case may be, under the Indenture.

     18.     No Recourse Against Certain Others.

     No director, officer, employee, incorporator or stockholder of the Issuer or any Guarantor (if any), as such, shall have any liability for any obligations of the Issuer or such Guarantor (if any) under the Notes, the Guarantees (if any) or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation, solely by reason of its status as a director, officer, employee, incorporator or stockholder of the Issuer or such Guarantor. By accepting a Note, each Holder waives and releases all such liability (but only such liability) as part of the consideration for issuance of such Note to such Holder.

     19.     Authentication.

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     This Note shall not be valid until the Trustee or an authenticating agent signs the certificate of authentication on the other side of this Note.

     20.     Abbreviations.

     Customary abbreviations may be used in the name of a Holder or an assignee, such as TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with rights of survivorship and not as tenants in common), CUST (= custodian), and U/G/M/A (= Uniform Gift to Minors Act).

     21.     CUSIP Numbers.

     Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuer has caused CUSIP numbers to be printed on the Notes and has directed the Trustee to use CUSIP numbers in notices of redemption as a convenience to Holders of Notes. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

     22.     Governing Law.

     THE INDENTURE AND THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SAID STATE.

     The Issuer will furnish to any Holder upon written request and without charge to the Holder a copy of the Indenture. Requests may be made to:

Susquehanna Media Co.

140 East Market Street

York, PA 17401

Attention: Mr. Craig W. Bremer

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SCHEDULE A

SCHEDULE OF PRINCIPAL AMOUNT

The initial principal amount at maturity of this Note shall be $          . The following decreases/increases in the principal amount in denominations of $1,000 or integral multiples thereof at maturity of this Note have been made:

			Total Principal
			Amount at	Notation
	Decrease in	Increase in	Maturity	Made by
Date of	Principal	Principal	Following such	or on
Decrease/	Amount at	Amount at	Decrease/	Behalf of
Increase	Maturity	Maturity	Increase	Trustee

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ASSIGNMENT

(To be executed by the registered Holder
if such Holder desires to transfer this Note)

FOR VALUE RECEIVED                         hereby sells, assigns and transfers unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
TAX IDENTIFYING NUMBER OF TRANSFEREE
 

(Please print name and address of transferee)

this Note, together with all right, title and interest herein, and does hereby irrevocably constitute and appoint                     Attorney to transfer this Note on the Note Register, with full power of substitution.

Dated:
Signature of Holder	Signature Guaranteed

NOTICE: The signature to the foregoing Assignment must correspond to the Name as written upon the face of this Note in every particular, without alteration or any change whatsoever.

SIGNATURE GUARANTEED: Signature must be guaranteed by an Eligible Guarantor Institution (banks, stockbrokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15.

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OPTION OF HOLDER TO ELECT PURCHASE
(check as appropriate)

(TM) In connection with the Change of Control Offer made pursuant to Section 4.14 of the Indenture, the undersigned hereby elects to have

(TM)     the entire principal amount

(TM)     $               ($1,000 in principal amount or an integral multiple thereof) of this Note repurchased by the Issuer. The undersigned hereby directs the Trustee or Paying Agent to pay it or                an amount in cash equal to 101% of the principal amount indicated in the preceding sentence plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the Change of Control Payment Date.

(TM) In connection with the Asset Sale Offer made pursuant to Section 4.11 of the Indenture, the undersigned hereby elects to have

(TM)     the entire principal amount

(TM)     $          ($1,000 in principal amount or an integral multiple thereof) of this Note repurchased by the Issuer. The undersigned hereby directs the Trustee or Paying Agent to pay it or                an amount in cash equal to 100% of the principal amount indicated in the preceding sentence plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the Asset Sale Purchase Date.

Dated:
Signature of Holder	Signature Guaranteed

NOTICE: The signature to the foregoing must correspond to the Name as written upon the face of this Note in every particular, without alteration or any change whatsoever.

SIGNATURE GUARANTEED: Signature must be guaranteed by an Eligible Guarantor Institution (banks, stockbrokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15.

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EXHIBIT D

FORM OF EXCHANGE CERTIFICATED NOTE

FACE OF EXCHANGE CERTIFICATED NOTE

SUSQUEHANNA MEDIA CO.

No CUSIP No.

7 3/8% SENIOR SUBORDINATED NOTE DUE 2013

     Susquehanna Media Co., a Delaware corporation, for value received, hereby promises to pay to               , or its registered assigns, the principal amount of          on April 15, 2013.

     Interest Payment Dates: April 15 and October 15, commencing October 15, 2003.

     Record Dates: April 1 and October 1.

     Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

     Unless the certificate of authentication hereon has been duly executed by the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purposes.

D  -  1

     IN WITNESS WHEREOF, Susquehanna Media Co. has caused this Note to be duly executed.

SUSQUEHANNA MEDIA CO.

By: __________________________

        Name:

        Title:

Attest:

Dated:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

J.P.MORGAN TRUST COMPANY, NATIONAL ASSOCIATION,

            as Trustee, certifies that this is one of

            the Notes referred to in the Indenture.

By:

             Authorized Signatory

D - 2

REVERSE SIDE OF EXCHANGE CERTIFICATED NOTE

SUSQUEHANNA MEDIA CO.

7 3/8% SENIOR SUBORDINATED NOTE DUE 2013

     1.     Indenture.

     This Note is one of a duly authorized issue of debt securities of the Issuer (as defined below) designated as its “7 3/8% Senior Subordinated Notes due 2013” (herein called the “Notes”), issued under an indenture dated as of April 23, 2003 (as amended or supplemented from time to time, the “Indenture”) between the Issuer, as issuer, and J.P. Morgan Trust Company, National Association, as trustee (the “Trustee,” which term includes any successor trustee under the Indenture). The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code Sections 77aaa-77bbbb). The Notes are subject to all such terms, and Holders of Notes are referred to the Indenture and such Act for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Issuer, the Guarantors (if any), the Trustee and each Holder and of the terms upon which the Notes are, and are to be, authenticated and delivered. The summary of the terms of this Note contained herein does not purport to be complete and is qualified by reference to the Indenture. To the extent permitted by applicable law, in the event of any inconsistency between the terms of this Note and the terms of the Indenture, the terms of the Indenture shall control. All capitalized terms used in this Note which are not defined herein shall have the meanings assigned to them in the Indenture.

     The Indenture restricts, among other things, the Issuer’s ability to incur additional indebtedness, pay dividends or make certain other restricted payments, incur liens to secure pari passu or subordinated indebtedness, sell stock of Restricted Subsidiaries, apply net proceeds from certain asset sales, merge or consolidate with any other person, sell, assign, transfer, lease, convey or otherwise dispose of substantially all of the assets of the Issuer, enter into certain transactions with affiliates or incur indebtedness that is subordinate in right of payment to any Senior Indebtedness and senior in right of payment to the Notes. The Indenture permits, under certain circumstances, Restricted Subsidiaries of the Issuer to be deemed Unrestricted Subsidiaries and thus not subject to the restrictions of the Indenture.

     2.     Principal and Interest.

     Susquehanna Media Co., a Delaware corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein called the “Issuer”), promises to pay the principal amount set forth on the face of this Note to the Holder hereof on April 15, 2013.

     The Issuer shall pay interest at a rate of 7 3/8% per annum, from April 23, 2003 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, semiannually in arrears on April 15 and October 15 of each year, commencing on October 15, 2003, in cash, to the Holder hereof until the principal amount hereof is paid or made

D  -  3

available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, subject to certain exceptions provided in the Indenture, be paid to the Person in whose name this Note (or the Note in exchange or substitution for which this Note was issued) is registered at the close of business on the Record Date for interest payable on such Interest Payment Date. The Record Date for any interest payment is the close of business on April 1 or October 1, as the case may be, whether or not a Business Day, immediately preceding the Interest Payment Date on which such interest is payable. Any such interest not so punctually paid or duly provided for (“Defaulted Interest”) shall forthwith cease to be payable to the Holder on such Record Date and shall be paid as provided in Section 2.12 of the Indenture. Interest will be computed on the basis of a 360-day year of twelve 30-day months.

     Each payment of interest in respect of an Interest Payment Date will include interest accrued through the day before such Interest Payment Date. If an Interest Payment Date falls on a day that is not a Business Day, the interest payment to be made on such Interest Payment Date will be made on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date, and no additional interest will accrue as a result of such delayed payment.

     If this Note is issued pursuant to a Registered Exchange Offer on or prior to the Record Date for the first Interest Payment Date following such exchange, accrued and unpaid interest on the equivalent principal amount of the Initial Note in exchange for which this Note was issued, up to but not including the date of issuance of this Note, shall be paid on the first Interest Payment Date for this Note to the Holder of this Note on the first Record Date with respect to this Note. If this Note is issued pursuant to a Registered Exchange Offer subsequent to the Record Date for the first Interest Payment Date following such exchange but on or prior to such Interest Payment Date, then any such accrued and unpaid interest with respect to the equivalent principal amount of the Initial Note in exchange for which this Note was issued and any accrued and unpaid interest on this Note through the day before such Interest Payment Date shall be paid on such Interest Payment Date to the Holder of such Initial Note on such Record Date.

     To the extent lawful, the Issuer shall pay interest on overdue principal, overdue premium, if any, Defaulted Interest and overdue Liquidated Damages, if any, (without regard to any applicable grace period) at the interest rate borne on this Note. The Issuer’s obligation pursuant to the previous sentence shall apply whether such overdue amount is due at its maturity, as a result of the Issuer’s obligations pursuant to Section 3.05, Section 4.11 or Section 4.14 of the Indenture, or otherwise.

     3.     Method of Payment.

     The Issuer, through the Paying Agent, shall pay interest on this Note to the registered Holder of this Note, as provided above. The Holder must surrender this Note to a Paying Agent to collect principal payments. The Issuer will pay principal, premium, if any, and interest and Liquidated Damages, if any, in money of the United States of America that at the time of payment is legal tender for payment of all debts public and private. Principal, premium, if any, and interest and Liquidated Damages, if any, shall be paid by check mailed to the registered Holders at their registered addresses; provided, that all payments with respect to Notes the

D  -  4

Holders of which have given wire transfer instructions to the Issuer will be required to be made by wire transfer of immediately available funds to the accounts specified by the Holders thereof.

     4.     Paying Agent and Registrar.

     Initially, the Trustee will act as Paying Agent and Registrar under the Indenture. The Issuer may, upon written notice to the Trustee, appoint and change any Paying Agent or Registrar. The Issuer or any of its Affiliates may act as Paying Agent or Registrar; provided, that if the Issuer or such Affiliate is acting as Paying Agent, the Issuer or such Affiliate shall segregate all funds held by it as Paying Agent and hold them in trust for the benefit of the Holders or the Trustee.

     5.     Guarantees.

     This Note in the future may be entitled to Guarantees made by Guarantors for the benefit of the Holders of Notes. Each Guarantor (if any) will, irrevocably and unconditionally, jointly and severally, guarantee on a senior subordinated basis the punctual payment when due, whether at Stated Maturity, by acceleration, in connection with a Change of Control Offer, an Asset Sale Offer or redemption, or otherwise, of all obligations of the Issuer under the Indenture and this Note, whether for payment of principal of, premium, if any, interest or Liquidated Damages, if any, on the Notes, expenses, indemnification or otherwise. A Guarantor shall be released from its Guarantee upon the terms and subject to the conditions set forth in the Indenture.

     6.     Subordination.

     This Note and the Guarantees (if any) are subordinated in right of payment, as set forth in the Indenture, to the prior payment in full of all existing and future Senior Indebtedness. The Issuer agrees, and each Holder by accepting a Note agrees, to the subordination provisions set forth in the Indenture, authorizes the Trustee to give them effect and appoints the Trustee as attorney-in-fact for such purpose.

     7.     Redemption.

     Except as set forth in the following paragraph, the Notes are not redeemable at the option of the Issuer prior to April 15, 2008. Thereafter, the Notes will be subject to redemption at the option of the Issuer, in whole or in part, on at least 20 calendar days, but not more than 60 calendar days, prior notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest thereon, if any, and Liquidated Damages, if any, to the applicable Redemption Date (subject to the right of each Holder of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), if redeemed during the twelve-month period beginning April 15 of the years indicated below:

Year	Percentage
2008		103.688	%
2009		102.458	%
2010		101.229	%
2011 and thereafter		100.000	%

D  -  5

     In addition, at any time and from time to time prior to April 15, 2006 the Issuer, at its option, may redeem in the aggregate up to 35.0% of the original principal amount of the Notes with the Net Cash Proceeds of one or more Public Equity Offerings following which there is a Public Market, at a redemption price (expressed as a percentage of principal amount) of 107.375% of the aggregate principal amount so redeemed, plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the applicable Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date); provided, however, that at least 65.0% of the original principal amount of the Notes must remain outstanding after each such redemption; and provided, further, that each such redemption shall occur within 60 days of the date of closing of the related Public Equity Offering.

     8.     Notice of Redemption.

     At least 30 calendar days but not more than 60 calendar days before a Redemption Date, the Issuer shall deliver to the Trustee a notice of redemption. At least 20 calendar days but not more than 60 calendar days before a Redemption Date, the Issuer shall send, by first-class mail, postage prepaid, to Holders of Notes to be redeemed at the addresses of such Holders as they appear in the Note Register, a notice of redemption.

     If fewer than all the Notes are to be redeemed at any time, the Trustee shall select the Notes to be redeemed pro rata or by lot or by a method that complies with applicable legal and securities exchange requirements, if any, and that the Trustee considers fair and appropriate and in accordance with methods generally used at the time of selection by fiduciaries in similar circumstances. The Trustee shall make the selection from outstanding Notes not previously called for redemption; provided, that the Trustee may select for redemption portions (equal to $1,000 or any integral multiple thereof) of the principal of Notes that have denominations larger than $1,000 (Notes in denominations of $1,000 may be redeemed only in whole). If any Note is redeemed subsequent to a Record Date with respect to any Interest Payment Date specified above and on or prior to such Interest Payment Date, then any accrued interest will be paid on such Interest Payment Date to the Holder of the Note on such Record Date. If money in an amount sufficient to pay the Redemption Price of all Notes (or portions thereof) to be redeemed on the Redemption Date is deposited with the Paying Agent on or before the applicable Redemption Date and certain other conditions are satisfied, interest on the Notes or portions thereof to be redeemed on the applicable Redemption Date will cease to accrue.

D  -  6

     9.     Repurchase at the Option of Holders upon Change of Control.

     Upon the occurrence of a Change of Control, each Holder shall have the right in accordance with the terms hereof and the Indenture to require the Issuer to purchase such Holder’s Notes, in whole or in part, in a principal amount that is an integral multiple of $1,000, pursuant to a Change of Control Offer, at a purchase price in cash equal to 101% of the principal amount of such Notes (or portions thereof) plus accrued and unpaid interest and Liquidated Damages, if any, to the Change of Control Payment Date.

     Within 30 calendar days following any Change of Control, the Issuer shall send, or cause to be sent, by first-class mail, postage prepaid, a notice regarding the Change of Control Offer to each Holder with a copy to the Trustee. The Holder of this Note may elect to have this Note or a portion hereof in an authorized denomination purchased by completing the form entitled “Option of Holder to Elect Purchase” appearing below and tendering this Note pursuant to the Change of Control Offer. Unless the Issuer defaults in the payment of the Change of Control Purchase Price with respect thereto, all Notes or portions thereof accepted for payment pursuant to the Change of Control Offer will cease to accrue interest from and after the Change of Control Payment Date.

     Prior to complying with the provisions of the Indenture governing Change of Control Offers, but in any event within 30 calendar days following a Change of Control, the Issuer shall, to the extent required, either repay all outstanding Senior Indebtedness or obtain the requisite consents, if any, under all agreements governing outstanding Senior Indebtedness to permit the repurchase of Notes required by the provisions of the Indenture governing Change of Control Offers.

     10.     Repurchase at the Option of Holders upon Asset Sale.

     If at any time the Issuer or any Restricted Subsidiary engages in any Asset Sale, as a result of which the aggregate amount of Excess Proceeds exceeds $5.0 million, the Issuer shall, within 30 calendar days of the date the amount of Excess Proceeds exceeds $5.0 million, use the then-existing Excess Proceeds to make an offer to purchase from all Holders of Notes, on a pro rata basis, Notes in an aggregate principal amount equal in amount to the then-existing Excess Proceeds, at a purchase price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest thereon and Liquidated Damages, if any, to the Asset Sale Purchase Date (subject to the right of each Holder of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). If the aggregate principal amount of Notes tendered pursuant hereto and instruments tendered pursuant to any other offer to purchase the Issuer is required to extend in connection with a sale of assets under any pari passu Indebtedness is greater than the Excess Proceeds, the Trustee shall select the Notes and such other instruments of pari passu Indebtedness to be purchased on a pro rata basis, based on the aggregate principal amount of Notes and such other instruments of pari passu Indebtedness tendered. If the aggregate principal amount of Notes tendered pursuant hereto and other instruments of pari passu Indebtedness tendered pursuant to any other offers to purchase that the Issuer is required to extend in connection with a sale of assets is less than the Excess Proceeds,

D  -  7

the Issuer may use any remaining Excess Proceeds following the completion of the Asset Sale Offer for general corporate purposes (subject to the other provisions of the Indenture).

     Within 30 calendar days of the date the amount of Excess Proceeds exceeds $5.0 million, the Issuer shall send, or cause to be sent, by first-class mail, postage prepaid, a notice regarding the Asset Sale Offer to each Holder. The Holder of this Note may elect to have this Note or a portion hereof in an authorized denomination purchased by completing the form entitled “Option of Holder to Elect Purchase” appearing below and tendering this Note pursuant to the Asset Sale Offer. Unless the Issuer defaults in the payment of the Asset Sale Purchase Price with respect thereto, all Notes or portions thereof selected for payment pursuant to the Asset Sale Offer will cease to accrue interest from and after the Asset Sale Purchase Date.

     11.     Transfer and Exchange.

     A Holder may transfer or exchange Notes as provided in the Indenture and subject to certain limitations therein set forth. The Registrar may require a Holder, among other things, to furnish appropriate endorsements or transfer documents and to pay any taxes, fees and expenses required by law or permitted by the Indenture. The Registrar need not register the transfer or exchange of Certificated Notes or portions thereof selected for redemption (except, in the case of a Certificated Note to be redeemed in part, the portion of such Certificated Note not to be redeemed) or any Certificated Notes for a period of 15 calendar days before a selection of Notes to be redeemed.

     12.     Denominations.

     The Notes are issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereof of principal amount.

     13.     Discharge and Defeasance.

     Subject to certain conditions, the Issuer at any time may terminate some or all of the obligations of the Issuer and the Guarantors (if any) under the Notes, the Guarantees (if any) and the Indenture if the Issuer irrevocably deposits in trust with the Trustee cash or U.S. Government Obligations for the payment of principal, premium, if any, interest and Liquidated Damages, if any, on the Notes to redemption or maturity, as the case may be.

     14.     Amendment, Waiver.

     Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Notes may be amended with the written consent of the Holders of at least a majority in principal amount of the outstanding Notes (which consent may, but need not, be given in connection with any tender offer or exchange offer for the Notes) and (ii) any past Default and its consequences or any compliance with any provisions of the Indenture may be waived with the written consent of the Holders of at least a majority in principal amount of the outstanding Notes. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder, the Issuer and the Trustee may amend the Indenture or the Notes (i) to evidence the succession of another Person to

D  -  8

the Issuer and the assumption by such successor of the covenants of the Issuer under the Indenture and contained in the Notes; (ii) to add to the covenants of the Issuer, for the benefit of the Holders of all of the Notes, or to surrender any right or power conferred on the Issuer under the Indenture; (iii) to provide for uncertificated Notes in addition to or in place of Certificated Notes; (iv) to secure the Notes; (v) to cure any ambiguity, omission, defect or inconsistency in the Indenture; (vi) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA; or (vii) to evidence the agreement or acknowledgment of a Restricted Subsidiary that it is a Guarantor for all purposes under the Indenture (including, without limitation, any supplemental indenture executed pursuant to Section 4.21 thereof).

     15.     Defaults and Remedies.

     Under the Indenture, Events of Default include: (i) a default for 30 days in the payment when due of interest on, or Liquidated Damages, if any, with respect to, the Notes (whether or not prohibited by the subordination provisions of the Indenture); (ii) a default in the payment when due of the principal of or premium, if any, on the Notes (whether or not prohibited by the subordination provisions of the Indenture), (iii) failure by the Issuer to observe or perform certain covenants, conditions, agreements or other provisions of the Indenture or this Note (and, in the case of certain covenants, agreements or other provisions, such failure has continued after written notice by the Trustee or the Holders of at least 25% in principal amount of the Notes for a time period of forty-five (45) days); (iv) a default in the payment of Indebtedness of the Issuer or any of its Subsidiaries within any applicable grace period after final maturity or acceleration of such Indebtedness in an amount in excess of $5.0 million in the aggregate; (v) certain events of bankruptcy or insolvency with respect to the Issuer or any of its Subsidiaries, (vi) certain undischarged judgments in excess of $5.0 million against the Issuer or any of its Subsidiaries; or (vii) the Guarantee, if any, of any Guarantor ceasing for any reason to be in full force and effect (other than in accordance with the terms of the Indenture) or any Guarantor, if any, denying or affirming its obligations under its Guarantee.

     If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Notes, subject to certain limitations, may declare all the Notes to be immediately due and payable. Certain events of bankruptcy or insolvency shall result in the Notes being immediately due and payable upon the occurrence of such Events of Default without any further act of the Trustee or any Holder.

     Holders of Notes may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Notes may direct the Trustee in its exercise of any trust or power under the Indenture. The Holders of a majority in principal amount of the then outstanding Notes, by written notice to the Trustee and the Issuer, may rescind any declaration of acceleration and its consequences if the rescission would not conflict with any judgment or decree, and if all existing Events of Default have been cured or waived, except nonpayment of principal, interest, premium, if any, or Liquidated Damages, if any, that has become due solely because of

D  -  9

acceleration. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

     16.     Individual Rights of Trustee.

     Subject to certain limitations imposed by the TIA, the Trustee or any Paying Agent or Registrar, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with the Issuer, the Guarantors (if any) or their Affiliates with the same rights it would have if it were not Trustee, Paying Agent or Registrar, as the case may be, under the Indenture.

     17.     No Recourse Against Certain Others.

     No director, officer, employee, incorporator or stockholder of the Issuer or any Guarantor (if any), as such, shall have any liability for any obligations of the Issuer or such Guarantor (if any) under the Notes, the Guarantees (if any) or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation, solely by reason of its status as a director, officer, employee, incorporator or stockholder of the Issuer or such Guarantor. By accepting a Note, each Holder waives and releases all such liability (but only such liability) as part of the consideration for issuance of such Note to such Holder.

     18.     Authentication.

     This Note shall not be valid until the Trustee or an authenticating agent manually signs the certificate of authentication on the other side of this Note.

     19.     Abbreviations.

     Customary abbreviations may be used in the name of a Holder or an assignee, such as TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with rights of survivorship and not as tenants in common), CUST (= custodian), and U/G/M/A (= Uniform Gift to Minors Act).

     20.     CUSIP Numbers.

     Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuer has caused CUSIP numbers to be printed on the Notes and has directed the Trustee to use CUSIP numbers in notices of redemption as a convenience to Holders of Notes. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

     21.     Governing Law.

     THE INDENTURE AND THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW

D  -  10

YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SAID STATE.

     The Issuer will furnish to any Holder upon written request and without charge to the Holder a copy of the Indenture. Requests may be made to:

Susquehanna Media Co.

140 East Market Street

York, PA 17401

Attention: Mr. Craig W. Bremer

D  -  11

ASSIGNMENT

(To be executed by the registered Holder
if such Holder desires to transfer this Note)

FOR VALUE RECEIVED                             hereby sells, assigns and transfers unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
TAX IDENTIFYING NUMBER OF TRANSFEREE

(Please print name and address of transferee)

this Note, together with all right, title and interest herein, and does hereby irrevocably constitute and appoint               Attorney to transfer this Note on the Note Register, with full power of substitution.

Dated:
Signature of Holder	Signature Guaranteed

NOTICE: The signature to the foregoing Assignment must correspond to the Name as written upon the face of this Note in every particular, without alteration or any change whatsoever.

SIGNATURE GUARANTEED: Signature must be guaranteed by an Eligible Guarantor Institution (banks, stockbrokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15.

D - 12

OPTION OF HOLDER TO ELECT PURCHASE
(check as appropriate)

(TM) In connection with the Change of Control Offer made pursuant to Section 4.14 of the Indenture, the undersigned hereby elects to have

(TM)     the entire principal amount

(TM)     $          ($1,000 in principal amount or an integral multiple thereof) of this Note repurchased by the Issuer. The undersigned hereby directs the Trustee or Paying Agent to pay it or                an amount in cash equal to 101% of the principal amount indicated in the preceding sentence plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the Change of Control Payment Date.

(TM) In connection with the Asset Sale Offer made pursuant to Section 4.11 of the Indenture, the undersigned hereby elects to have

(TM)     the entire principal amount

(TM)     $          ($1,000 in principal amount or an integral multiple thereof) of this Note repurchased by the Issuer. The undersigned hereby directs the Trustee or Paying Agent to pay it or                an amount in cash equal to 100% of the principal amount indicated in the preceding sentence plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the Asset Sale Purchase Date.

Dated:
Signature of Holder	Signature Guaranteed

NOTICE: The signature to the foregoing must correspond to the Name as written upon the face of this Note in every particular, without alteration or any change whatsoever.

SIGNATURE GUARANTEED: Signature must be guaranteed by an Eligible Guarantor Institution (banks, stockbrokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15.

D  -  13

EXHIBIT E

FORM OF TRANSFER CERTIFICATE
FOR TRANSFER TO A QIB

[ADDRESS OF REGISTRAR
CORPORATE TRUST-CUSTOMER SERVICE
1201 MAIN STREET, 18TH FLOOR
DALLAS, TEXAS 75202]

     Re:     Susquehanna Media Co. (the “Issuer”) 7 3/8% Senior
               Subordinated Notes due 2013 (the “Notes”)

Ladies and Gentlemen:

     Reference is hereby made to the Indenture dated as of April 23, 2003 (as amended and supplemented from time to time, the “Indenture”) between the Issuer and J.P. Morgan Trust Company, National Association, as Trustee. Capitalized terms used but not defined herein shall have the meanings given them in the Indenture. This letter relates to $          aggregate principal amount of Notes which are held in the name of [name of transferor] (the “Transferor”) to effect the transfer of such Notes in exchange for an equivalent beneficial interest in the Rule 144A Initial Global Note.

     In connection with such request, and with respect to such Notes, the Transferor does hereby certify that such Notes are being transferred in accordance with (i) the transfer restrictions set forth in the Notes and (ii) Rule 144A under the United States Securities Act of 1933, as amended (“Rule 144A”), to a transferee that the Transferor reasonably believes is purchasing the Notes for its own account or an account with respect to which the transferee exercises sole investment discretion, and the transferee, as well as any such account, is a “qualified institutional buyer” within the meaning of Rule 144A, in a transaction meeting the requirements of Rule 144A and in accordance with applicable securities laws of any state of the United States or any other jurisdiction.

E  -  1

     You and the Issuer are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

Very truly yours,
[Name of Transferor]
By:
	Name:
	Title:
Date:

cc:	Susquehanna Media Co.
	140 East Market Street
	York, PA 17401
	Attention: Mr. Craig W. Bremer

E  -  2

EXHIBIT F

FORM OF TRANSFER CERTIFICATE FOR TRANSFER TO AN
INSTITUTIONAL ACCREDITED INVESTOR

[ADDRESS OF REGISTRAR
CORPORATE TRUST-CUSTOMER SERVICE
1201 MAIN STREET, 18TH FLOOR
DALLAS, TEXAS 75202]

     Re:     Susquehanna Media Co. (the “Issuer”) 7 3/8% Senior
               Subordinated Notes due 2013 (the “Notes”)

Ladies and Gentlemen:

     Reference is hereby made to the Indenture dated as of April 23, 2003 (as amended and supplemented from time to time, the “Indenture”) between the Issuer and J.P. Morgan Trust Company, National Association, as Trustee. Capitalized terms used but not defined herein shall have the meanings given them in the Indenture.

     This letter relates to U.S. $          aggregate principal amount of Notes which are held [in certificated form in the name of [name of transferor] (the “Transferor”)] [through the beneficial interest of [name of transferor] (the “Transferor”) in the Rule 144A Initial Global Note] [through the beneficial interest of [name of transferor] (the “Transferor”) in the Regulation S Permanent Global Note] to effect the transfer of such Notes to an institutional “accredited investor” as defined in Rule 501 (a)(1), (2), (3) or (7) of Regulation D under the Securities Act of 1933, as amended (an “Institutional Accredited Investor”).

     In connection with such request, and with respect to such Notes, the Transferor does hereby certify that such Notes are being transferred (i) in accordance with the transfer restrictions set forth in the Notes, (ii) to a transferee that the Transferor reasonably believes is an Institutional Accredited Investor that is acquiring at least $250,000 principal amount of Notes for its own account or for one or more accounts as to which the transferee exercises sole investment discretion and (iii) in accordance with applicable securities laws of any state of the United States or any other jurisdiction.

F  -  1

     You and the Issuer are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby.

Very truly yours,
[Name of Transferor]
By:
	Name: Title:
Date:

cc:	Susquehanna Media Co.
	140 East Market Street
	York, PA 17401
	Attention: Mr. Craig W. Bremer

F - 2

EXHIBIT G

FORM OF INVESTMENT LETTER
FOR INSTITUTIONAL ACCREDITED INVESTORS

[ADDRESS OF REGISTRAR
CORPORATE TRUST-CUSTOMER SERVICE
1201 MAIN STREET, 18TH FLOOR
DALLAS, TEXAS 75202]

     Re:     Susquehanna Media Co. (the “Issuer”) 7 3/8% Senior
               Subordinated Notes Due 2013 (the “Notes”)

Ladies and Gentlemen:

     Reference is hereby made to the Indenture dated as of April 23, 2003 (as amended and supplemented from time to time, the “Indenture”) between the Issuer and J.P. Morgan Trust Company, National Association, as Trustee. Capitalized terms used but not defined herein shall have the meanings given them in the Indenture.

     In connection with our proposed purchase of $          aggregate principal amount of Notes, we confirm that:

     1.     We understand that the Notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be sold except as permitted in the following sentence. We understand and agree, on our own behalf and on behalf of any accounts for which we are acting as hereinafter stated, (x) that such Notes are being offered only in a transaction not involving any public offering within the meaning of the Securities Act, (y) that if we should resell, pledge or otherwise transfer such Notes within two years after the later of the date of the original issuance of the Notes and the last date on which the Issuer or any affiliate (within the meaning of Rule 144 under the Securities Act (“Rule 144”)) of the Issuer was the owner of such Notes (or any predecessor of such Notes), or within three months after we cease to be an affiliate of the Issuer, such Notes may be resold, pledged or transferred only (i) to the Issuer, (ii) so long as Notes are eligible for resale pursuant to Rule 144A under the Securities Act (“Rule 144A”), to a person whom we reasonably believe is a “qualified institutional buyer” (as defined in Rule 144A) (“QIB”) that purchases for its own account or for the account of a QIB to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A, (iii) in an offshore transaction in accordance with Regulation S under the Securities Act, (iv) to an institution that is an “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act (“Institutional Accredited Investor”) that has certified to the Issuer and the Trustee that it is such an accredited investor and is acquiring the Notes for investment purposes and not for distribution, (v) pursuant to an effective registration statement under the Securities Act or (vi) pursuant to any other available exemption from the registration

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requirements of the Securities Act, in each case in accordance with any applicable securities laws of any state of the United States, and we will notify any purchaser of the Notes from us of the above resale restrictions, if then applicable. We further understand that, in connection with any transfer of the Notes by us, the Issuer and the Trustee may request, and if so requested we will furnish, such certificates, legal opinions and other information as they may reasonably require to confirm that any such transfer complies with the foregoing restrictions. We understand that the Notes will be issued in registered form only and that any certificates issued will bear a legend substantially to the effect set forth in the Indenture.

     2.     We are able to fend for ourselves in this transaction, we have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Notes, and we and any accounts for which we are acting are each able to bear the economic risk of our or its investment and can afford the complete loss of such investment.

     3.     We understand that the minimum principal amount of Notes purchased by an Institutional Accredited Investor is $250,000.

     4.     We understand that the Issuer, the Trustee and others will rely upon the truth and accuracy of the foregoing acknowledgments, representations and agreements, and we agree that if any of the acknowledgments, representations and warranties deemed to have been made by us by our purchase of Notes, for our own account or for one or more accounts as to each of which we exercise sole investment discretion, are no longer accurate, we shall promptly notify the Issuer and the Trustee.

     5.     We are acquiring the Notes purchased by us for investment purposes, and not for distribution, for our own account or for one or more accounts as to each of which we exercise sole investment discretion and we are or such account is an Institutional Accredited Investor.

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     6.     You are entitled to rely upon this letter and you are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

Very truly yours,
[Name of Purchaser]
By:
	Name: Title:
Date:

cc:	Susquehanna Media Co.
	140 East Market Street
	York, PA 17401
	Attention: Mr. Craig W. Bremer

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EXHIBIT H

FORM OF TRANSFER CERTIFICATE FOR TRANSFER
TO A NON-U. S. PERSON

[ADDRESS OF REGISTRAR
CORPORATE TRUST-CUSTOMER SERVICE
1201 MAIN STREET, 18TH FLOOR
DALLAS, TEXAS 75202]

     Re:     Susquehanna Media Co. (the “Issuer”) 7 3/8% Senior
                Subordinated Notes due 2013 (the “Notes”)

Ladies and Gentlemen:

     Reference is hereby made to the Indenture dated as of April 23, 2003 (as amended and supplemented from time to time, the “Indenture”) between the Issuer and J.P. Morgan Trust Company, National Association, as Trustee. Capitalized terms used but not defined herein shall have the meanings given them in the Indenture.

     This letter relates to $          aggregate principal amount of Notes which are held [in certificated form in the name of [name of transferor] (the “Transferor”)] [through the beneficial interest of [name of transferor] (the “Transferor”) in the Rule 144A Initial Global Note] to effect the transfer of such Notes in exchange for Initial Certificated Notes.

     In connection with such request, the Transferor does hereby certify that such Notes are being transferred in accordance with (i) the transfer restrictions set forth in the Notes and (ii) Regulation S (“Regulation S”) under the United States Securities Act of 1933, as amended (the “Securities Act”) and does hereby further certify that:

(1) the offer of the Notes was not made to a person in the United States;

(2) the transaction was executed in, on or through the facilities of a designated offshore securities market, and neither the Transferor, nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States;

(3) no directed selling efforts have been made in contravention of the requirements of Rule 903(a) or 904(a) of Regulation S, as applicable; and

(4) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.

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     In addition, if the sale is made during a Restricted Period (as defined in Regulation S) and the provisions of Rule 903(b)(2) or (3) or Rule 904(b)(1) of Regulation S are applicable thereto, we confirm that such sale has been made in accordance with the applicable provisions of Rule 903(b)(2) or (3) or Rule 904(b)(1), as the case may be.

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     You and the Issuer are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

Very truly yours,
[Name of Purchaser]
By:
	Name: Title:
Date:

cc:	Susquehanna Media Co.
	140 East Market Street
	York, PA 17401
	Attention: Mr. Craig W. Bremer

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EXHIBIT I

FORM OF INVESTMENT LETTER
FOR REGULATION S PURCHASERS

[ADDRESS OF REGISTRAR
CORPORATE TRUST-CUSTOMER SERVICE
1201 MAIN STREET, 18TH FLOOR
DALLAS, TEXAS 75202]

     Re:     Susquehanna Media Co. (the “Issuer”) 7 3/8% Senior
               Subordinated Notes due 2013 (the “Notes”)

Ladies and Gentlemen:

     Reference is hereby made to the Indenture dated as of April 23, 2003 (as amended and supplemented from time to time, the “Indenture”) among the Issuer and J.P. Morgan Trust Company, National Association, as Trustee. Capitalized terms used but not defined herein shall have the meanings given them in the Indenture.

     In connection with our proposed purchase of $          aggregate principal amount of the Notes which are held [in certificated form in the name of [name of transferor] (the “Transferor”)] [through the beneficial interest of [name of transferor] (the “Transferor”) in the Rule 144A Initial Global Note], we hereby certify that we are (or we will hold such Notes on behalf of) a person outside the United States to whom the Notes could be transferred in accordance with Rule 904 of Regulation S promulgated under the United States Securities Act of 1933, as amended.

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     You and the Issuer are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

Very truly yours,
[Name of Purchaser]
By:
	Name: Title:
Date:

cc:	Susquehanna Media Co.
	140 East Market Street
	York, PA 17401
	Attention: Mr. Craig W. Bremer

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EXHIBIT J

FORM OF REGISTRATION RIGHTS AGREEMENT

[Attached]

EX-4.7 4 g82127exv4w7.htm EX-4.7 REGISTRATION RIGHTS AGREEMENT

EXHIBIT 4.7

SUSQUEHANNA MEDIA CO.

$150,000,000

7 3/8% SENIOR SUBORDINATED NOTES DUE 2013

REGISTRATION RIGHTS AGREEMENT

New York, New York
April 23, 2003

Banc of America Securities LLC
Wachovia Securities, Inc.
       as Initial Purchasers
c/o Banc of America Securities LLC
9 West 57th Street
New York, NY 10019

Ladies and Gentlemen:

     This Registration Rights Agreement is dated as of April 23, 2003 (the “Agreement”) and is by and among Susquehanna Media Co., a Delaware corporation (the “Issuer”), and Banc of America Securities LLC and Wachovia Securities, Inc. (together, the “Initial Purchasers”).

     This Agreement is being entered into in connection with the issuance of certain 7 3/8% Senior Subordinated Notes due 2013 (the “Initial Notes”) pursuant to a Note Purchase Agreement dated as of April 15, 2003 by and among the Issuer and the Initial Purchasers (the “Note Purchase Agreement”). In connection with the Initial Purchasers’ entering into the Note Purchase Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Issuer has agreed to provide the registration rights set forth in this Agreement for the benefit of the Initial Purchasers and their direct and indirect transferees. The execution and delivery of this Agreement is a condition to the obligation of the Initial Purchasers to purchase the Initial Notes. The parties hereby agree as follows:

     1.     Definitions. Capitalized terms used herein without definition shall have their respective meanings set forth in the Note Purchase Agreement. As used in this Agreement, the following capitalized defined terms shall have the following meanings:

     “Act” means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.

     “Affiliate” means, with respect to any specified person, any other person that, directly or indirectly, is in control of, is controlled by, or is under common control with, such specified person. For purposes of this definition, “control” of a person means the power, directly or indirectly, to direct or cause the direction of the management and policies of such person whether

by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

     “Agreement” has the meaning set forth in the preamble hereto.

     “Business Day” means any day excluding Saturday, Sunday or any other day which is a legal holiday under the laws of Charlotte, North Carolina or New York, New York or is a day on which banking institutions located therein are authorized or required by law or other governmental action to close or is a day, or portion thereof, on which, for any reason, the Commission is closed.

     “Commission” means the Securities and Exchange Commission.

     “Consummate” means, with respect to a Registered Exchange Offer, the occurrence of (a) the filing and effectiveness under the Act of the Exchange Offer Registration Statement relating to the Exchange Notes to be issued in the Registered Exchange Offer, (b) the maintenance of such Registration Statement continuously effective and the keeping of the Registered Exchange Offer open for a period not less than the minimum period required pursuant to Section 2(c)(ii) hereof, (c) the Issuer’s acceptance for exchange of all Registrable Notes duly and validly tendered and not validly withdrawn pursuant to the Registered Exchange Offer and (d) the delivery by the Issuer to the Registrar under the Indenture of Exchange Notes in the same aggregate principal amount as the aggregate principal amount of Registrable Notes validly tendered by Holders thereof pursuant to the Registered Exchange Offer. The term “Consummation” or “Consummated” has a meaning correlative to the foregoing.

     “Damages Accrual Period” has the meaning assigned to it in Section 4(b) hereto.

     “Damages Payment Date” has the meaning assigned to it in Section 4(c) hereto.

     “Effectiveness Target Date” has the meaning assigned to it in Section 4(a) hereto.

     “Event” has the meaning assigned to it in Section 4(a) hereto.

     “Event Date” has the meaning assigned to it in Section 4(a) hereto.

     “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.

     “Exchange Notes” means debt securities of the Issuer identical in all material respects to the Initial Notes (except that the Liquidated Damages provisions, transfer restrictions and registration rights pertaining to the Initial Notes will be eliminated) to be issued under the Indenture.

     “Exchange Offer Registration Period” means the 270-day period following the Consummation of the Registered Exchange Offer, exclusive of any period during which any stop order shall be in effect suspending the effectiveness of the Exchange Offer Registration Statement; provided, however, that in the event that all resales of Exchange Notes (including,

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subject to the time periods set forth herein, any resales by any Exchanging Dealer) covered by such Exchange Offer Registration Statement have been made, the Exchange Offer Registration Statement need not thereafter remain continuously effective for such period.

     “Exchange Offer Registration Statement” means a registration statement of the Issuer on an appropriate form under the Act with respect to the Registered Exchange Offer, all amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein, and all exhibits thereto.

     “Exchanging Dealer” means any Holder (which may include the Initial Purchasers) that is a broker-dealer, electing to exchange Initial Notes acquired for its own account as a result of market-making activities or other trading activities for Exchange Notes.

     “Holder” means any holder from time to time of Registrable Notes (including the Initial Purchasers).

     “Indenture” means the Indenture dated as of April 23, 2003 by and among the Issuer and J.P. Morgan Trust Company, National Association, as trustee.

     “Initial Notes” has the meaning set forth in the preamble hereto.

     “Initial Purchasers” has the meaning set forth in the preamble hereto.

     “Issuer” has the meaning set forth in the preamble hereto.

     “Liquidated Damages” has the meaning set forth in Section 4(b) hereto.

     “Losses” has the meaning set forth in Section 7(d) hereto.

     “Majority Holders” means the Holders of a majority of the aggregate principal amount of Registrable Notes registered under a Registration Statement.

     “Managing Underwriters” means the investment banker or investment bankers and manager or managers that shall administer an underwritten offering under a Shelf Registration Statement.

     “Note Purchase Agreement” has the meaning set forth in the preamble hereto.

     “Prospectus” means the prospectus included in any Registration Statement (including, without limitation, a prospectus that discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Notes covered by such Registration Statement, and all amendments and supplements to the Prospectus, including post-effective amendments.

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     “Registered Exchange Offer” means the proposed offer to the Holders to issue and deliver to such Holders, in exchange for the Initial Notes, a like principal amount of Exchange Notes.

     “Registrable Notes” means each Initial Note upon original issuance of the Initial Notes and, at all times subsequent thereto, each Exchange Note as to which clauses (iii), (iv) or (v) of the first paragraph of Section 3 hereof are applicable upon original issuance and at all times subsequent thereto, until in the case of any such Initial Note or Exchange Note, as the case may be, the earliest to occur of (i) a Registration Statement (other than, with respect to any Exchange Note as to which clauses (iii), (iv) or (v) of the first paragraph of Section 3 hereof are applicable, the Exchange Registration Statement) covering such Initial Note or Exchange Note, as the case may be, has been declared effective by the Commission and such Initial Note (unless such Initial Note was not validly tendered for exchange by the Holder thereof) or Exchange Note, as the case may be, has been disposed of in accordance with such effective Registration Statement, (ii) such Initial Note or Exchange Note, as the case may be, is sold in compliance with Rule 144, or (iii) such Initial Note or Exchange Note, as the case may be, ceases to be outstanding for purposes of the Indenture.

     “Registration Statement” means any Exchange Offer Registration Statement or Shelf Registration Statement that covers any of the Registrable Notes pursuant to the provisions of this Agreement, amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein, and all exhibits thereto.

     “Shelf Registration” means a registration effected pursuant to Section 3 hereof.

     “Shelf Registration Period” has the meaning set forth in Section 3(b) hereof.

     “Shelf Registration Statement” means a “shelf” registration statement of the Issuer pursuant to the provisions of Section 3 hereof, which covers some or all of the Registrable Notes, as applicable, on an appropriate form under Rule 415 under the Act, or any similar rule that may be adopted by the Commission, all amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein.

     “Shelf Registration Trigger Date” means the date on which the filing of a Shelf Registration Statement is requested or required under Section 3 hereof.

     “Trustee” means the trustee with respect to the Initial Notes or Exchange Notes, as applicable, under the Indenture.

     “Underwriter” means any underwriter of Registrable Notes in connection with an offering thereof under a Shelf Registration Statement.

     2.     Registered Exchange Offer; Resales of Exchange Notes by Exchanging Dealers; Private Exchange. (a) The Issuer shall prepare and, not later than 60 days from the date of original issuance of the Initial Notes (or, if such 60th day is not a Business Day, by the first

4

Business Day thereafter), shall file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Issuer shall use its best efforts (i) to cause the Exchange Offer Registration Statement to be declared effective under the Act, at the earliest possible time, but in any event, within 135 days from the date of original issuance of the Initial Notes (or, if such 135th day is not a Business Day, by the first Business Day thereafter), and (ii) to Consummate the Registered Exchange Offer within 30 Business Days from the date the Exchange Offer Registration Statement becomes effective.

     (b)     Upon the effectiveness of the Exchange Offer Registration Statement, the Issuer shall promptly commence and Consummate the Registered Exchange Offer. The objective of such Registered Exchange Offer is to enable each Holder electing to exchange Registrable Notes for Exchange Notes (assuming that such Holder (x) is not an “affiliate” of the Issuer within the meaning of the Act, (y) is not a broker-dealer that acquired the Registrable Notes in a transaction other than as a part of its market-making or other trading activities and (z) if such Holder is not a broker-dealer, acquires the Exchange Notes in the ordinary course of such Holder’s business, is not participating in the distribution of the Exchange Notes and has no arrangements or understandings with any person to participate in the distribution of the Exchange Notes) to resell such Exchange Notes from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States.

     (c)     In connection with the Registered Exchange Offer, the Issuer shall:

         (i)     mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;

         (ii)    keep the Registered Exchange Offer open for acceptance for not less than 20 Business Days after the date notice thereof is mailed to the Holders;

         (iii)   utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan, The City of New York, which may be the Trustee or an affiliate of the Trustee; and

         (iv)   comply in all material respects with all applicable laws relating to the Registered Exchange Offer.

     (d)     The Issuer may suspend the use of the Prospectus for a period not to exceed 30 days in any three-month period or for three periods not to exceed an aggregate of 90 days in any twelve-month period for valid business reasons, to be determined by the Issuer in its reasonable judgment (not including avoidance of its obligations hereunder), including, without limitation, the acquisition or divestiture of assets, public filings with the Commission, pending corporate developments and similar events; provided, that the Issuer promptly thereafter complies with the requirements of Section 5(k) hereof, if applicable.

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     (e)     As soon as practicable after the Consummation of the Registered Exchange Offer, the Issuer shall cause the Trustee promptly to authenticate and deliver to each Holder Exchange Notes equal in principal amount to the Registrable Notes of such Holder so accepted for exchange.

     (f)     The Initial Purchasers and the Issuer acknowledge that, pursuant to current interpretations by the staff of the Commission of Section 5 of the Act, and in the absence of an applicable exemption therefrom, (i) each Exchanging Dealer is required to deliver a Prospectus in connection with a sale of any Exchange Notes received by such Exchanging Dealer pursuant to the Registered Exchange Offer in exchange for Registrable Notes acquired for its own account as a result of market-making activities or other trading activities and (ii) an Initial Purchaser that elects to sell any notes acquired in exchange for Initial Notes constituting any portion of an unsold allotment, is required to deliver a Prospectus containing the information required by Items 507 and 508 or Regulation S-K under the Act, as applicable, in connection with such sale. Accordingly, the Issuer shall:

         (i)     include, in substantially the form provided, the information set forth in Annex A hereto on the cover of the Prospectus forming a part of the Exchange Offer Registration Statement, in Annex B hereto in the forepart of the Exchange Offer Registration Statement in a section setting forth details of the Registered Exchange Offer, in Annex C hereto in the underwriting or plan of distribution section of the Prospectus forming a part of the Exchange Offer Registration Statement, and in Annex D hereto in the letter of transmittal delivered pursuant to the Registered Exchange Offer; and

         (ii)     use its best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act during the Exchange Offer Registration Period for delivery of the prospectus included therein by Exchanging Dealers in connection with sales of Exchange Notes received pursuant to the Registered Exchange Offer, as contemplated by Section 5(h) below.

     (g)     In the event that the Initial Purchasers determine that they are not eligible to participate in the Registered Exchange Offer with respect to the exchange of Registrable Notes constituting any portion of an unsold allotment, upon the effectiveness of the Shelf Registration Statement as contemplated by Section 3 hereof and at the request of the Initial Purchasers, the Issuer shall issue and deliver to the Initial Purchasers, or to the party purchasing Registrable Notes registered under the Shelf Registration Statement from the Initial Purchasers, in exchange for such Registrable Notes, a like principal amount of Exchange Notes. The Issuer shall use its best efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for such Exchange Notes as for Exchange Notes issued pursuant to the Registered Exchange Offer.

     3.     Shelf Registration. If, (i) because of any change in law or applicable interpretations thereof by the Commission’s staff, the Issuer determines upon advice of its counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof, or (ii) the Registered Exchange Offer is not Consummated within 30 Business Days from the date the Exchange Offer Registration Statement becomes effective or 180 days from the date of original issuance of the Initial Notes (or, if such 180th day is not a Business

6

Day, by the first Business Day thereafter), or (iii) the Initial Purchasers so request following Consummation of the Registered Exchange Offer with respect to Registrable Notes held by them as a result of the purchase of such Registrable Notes directly from the Issuer and the Initial Purchasers are not eligible to receive Exchange Notes pursuant to the Registered Exchange Offer in respect of such Registrable Notes, or (iv) upon request, any Holder (other than the Initial Purchasers) is not eligible to participate in the Registered Exchange Offer or the Exchange Notes such Holder would receive in the Registered Exchange Offer could only be reoffered and resold by such Holder upon compliance with the registration and prospectus delivery requirements of the Act and the delivery of the Prospectus contained in the Exchange Offer Registration Statement, as appropriately amended, is not a legally available alternative, or (v) upon request, in the case where the Initial Purchasers participate in the Registered Exchange Offer or acquire Exchange Notes pursuant to Section 2(g) hereof, the Initial Purchasers do not receive freely tradable Exchange Notes in exchange for Initial Notes constituting any portion of an unsold allotment (it being understood that, for purposes of this Section 3, (x) the requirement that the Initial Purchasers deliver a Prospectus containing the information required by Items 507 and/or 508 of Regulation S-K under the Act in connection with sales of Exchange Notes acquired in exchange for such Registrable Notes shall not result in such Exchange Notes being not “freely tradable” and (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of Exchange Notes acquired in the Registered Exchange Offer in exchange for Registrable Notes acquired as a result of market-making activities or other trading activities shall not result in such Exchange Notes being not “freely tradable”), the following provisions shall apply (the date on which any of the conditions described in the foregoing clauses (i) through (v) occur, including in the case of clauses (iii) through (v) the receipt of the required request, being a “Shelf Registration Trigger Date”):

     (a)     The Issuer shall prepare, and not later than 30 days following the Shelf Registration Trigger Date (or, if such 30th day is not a Business Day, by the first Business Day thereafter), shall file with the Commission and thereafter, but not later than 135 days following the Shelf Registration Trigger Date (or, if such 135th day is not a Business Day, by the first Business Day thereafter), shall use its best efforts to cause to be declared effective under the Act a Shelf Registration Statement relating to the offer and sale of the Registrable Notes by the Holders from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; provided, that with respect to Exchange Notes received by the Initial Purchasers in exchange for Registrable Notes constituting any portion of an unsold allotment, the Issuer may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Regulation S-K, Items 507 and/or 508, as applicable, in satisfaction of their obligations under this paragraph (a) with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement.

     (b)     The Issuer shall use its best efforts to keep such Shelf Registration Statement continuously effective in order to permit the Prospectus forming a part thereof to be usable by Holders until the earliest of (i) the second anniversary of the date on which the filing of a Shelf Registration Statement was required or requested pursuant to this Section 3, (ii) the date on which the Registrable Notes may be sold pursuant to Rule 144(k) (or any successor provision)

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promulgated by the Commission under the Act and (iii) such date as of which all the Registrable Notes have been sold pursuant to the Shelf Registration Statement (in any such case, such period being called the “Shelf Registration Period”). The Issuer shall be deemed not to have used its best efforts to keep the Shelf Registration Statement effective during the requisite period if it shall voluntarily take any action that would result in Holders of Registrable Notes covered thereby not being able to offer and sell such notes during that period, unless such action is (x) required by applicable law or (y) pursuant to Section 3(c) hereof, and, in either case, so long as the Issuer promptly thereafter complies with the requirements of Section 5(k) hereof, if applicable.

     (c)     The Issuer may suspend the use of the Prospectus for a period not to exceed 30 days in any three-month period or for three periods not to exceed an aggregate of 90 days in any twelve-month period for valid business reasons, to be determined by the Issuer in its reasonable judgment (not including avoidance of their obligations hereunder), including, without limitation, the acquisition or divestiture of assets, public filings with the Commission, pending corporate developments and similar events; provided, that the Issuer promptly thereafter complies with the requirements of Section 5(k) hereof, if applicable.

     (d)     No Holder of Registrable Notes may include any of its Registrable Notes in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Issuer in writing, within 5 Business Days after receipt of a request therefor, such information as the Issuer may reasonably request for use in connection with any Shelf Registration Statement or Prospectus or preliminary Prospectus included therein. No Holder of Registrable Notes shall be entitled to Liquidated Damages pursuant to Section 4 hereof unless and until such Holder shall have provided all such reasonably requested information, within 5 Business Days after receipt of a request therefor. Each Holder as to which any Shelf Registration Statement is being effected agrees to furnish promptly to the Issuer all information required to be disclosed in order to make the information previously furnished to the Issuer by such Holder not misleading.

     4.     Liquidated Damages.

     (a)     The parties hereto agree that the Holders of the Exchange Notes or the Registrable Notes, as the case may be, will suffer damages, and that it would not be feasible to ascertain the extent of such damages with precision, if (i) either the Exchange Offer Registration Statement or the Shelf Registration Statement has not been filed on or prior to the date specified for such filing in this Agreement, (ii) the Exchange Offer Registration Statement or the Shelf Registration Statement has not been declared effective under the Act on or prior to the target date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) the Registered Exchange Offer has not been Consummated within 30 Business Days after the Exchange Offer Registration Statement has been declared effective, (iv) prior to the end of the Exchange Offer Registration Period or the Shelf Registration Period, the Commission shall have issued a stop order suspending the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, or proceedings have been initiated with respect to the Registration Statement under Section 8(d) or 8(e) of the Act, (v) the aggregate number of days in any one such suspension period exceeds the period permitted pursuant to Section 2(d) or 3(c)

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hereof, as each may be applicable, or (vi) the number of suspension periods exceeds the number permitted pursuant to Section 2(d) or 3(c) hereof, as each may be applicable (each of the events of a type described in any of the foregoing clauses (i) through (vi) are individually referred to herein as an “Event;” and the date specified for the filing of the Registration Statement in the case of clause (i), the target date specified for the declaration of the effectiveness of the Registration Statement in the case of clause (ii), the date specified for the Consummation of the Registered Exchange Offer in the case of clause (iii), the date on which the effectiveness of a Registration Statement has been suspended or proceedings with respect to the Registration Statement under Section 8(d) or 8(e) of the Act have been commenced in the case of clause (iv), the date on which the duration of a suspension period exceeds the periods permitted by Section 2(d) or 3(c) hereof, as each may be applicable, in the case of clause (v), and the date of the commencement of a suspension period that causes the limit on the number of suspension periods under Section 2(d) or 3(c) hereof, as each may be applicable, to be exceeded in the case of clause (vi), are referred to herein as an “Event Date”). Events shall be deemed to continue until the date of the termination of such Event, which shall be the following date with respect to the respective types of Events: the date the Registration Statement is filed in the case of an Event of the type described in clause (i), the date the Registration Statement is declared effective under the Act in the case of an Event described in clause (ii), the date a Registered Exchange Offer is Consummated in the case of an Event described in clause (iii), the date that all stop orders suspending effectiveness of the Registration Statement have been removed and the proceedings initiated with respect to the Registration Statement under Section 8(d) or 8(e) of the Act have terminated, as the case may be, in the case of Events of the types described in clause (iv), termination of the suspension period which caused the aggregate number of days in any one suspension period to exceed the number permitted by Section 2(d) or 3(c) to be exceeded in the case of Events of the type described in clause (v), and termination of the suspension period the commencement of which caused the number of suspension periods permitted by Section 2(d) or 3(c) to be exceeded in the case of Events of the type described in clause (vi).

     (b)     Accordingly, upon the occurrence of any Event and until such time as there are no Events which have occurred and have not terminated (a “Damages Accrual Period”), commencing on the Event Date on which such Damages Accrual Period began, the Issuer agrees to pay to each Holder, as liquidated damages (the “Liquidated Damages”), and not as a penalty, with respect to the first 60-day period immediately following the Event Date and until such Event shall have terminated, an additional amount equal to $0.05 per week per $1,000 of the principal amount of Exchange Notes or Registrable Notes held by such Holder. The amount of the liquidated damages shall increase by an additional $0.05 per week per $1,000 of such principal amount with respect to each subsequent 60-day period until such Event shall have terminated, up to a maximum amount of liquidated damages of $0.30 per week per $1,000 of the principal amount of the Exchange Notes or Registrable Notes held. The Issuer shall not be required to pay Liquidated Damages for more than one Event at any given time. Notwithstanding the foregoing, no Liquidated Damages shall accrue after the expiration of the Exchange Offer Registration Period or the Shelf Registration Period, as applicable.

     (c)     Liquidated Damages due on any Exchange Note or Registrable Note, as the case may be, shall be payable on each date during the Damages Accrual Period on which interest is regularly due on such notes, and on the date on which interest is due on the notes immediately

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following (or which would have followed) the termination of such Damages Accrual Period (the “Damages Payment Dates”). The Issuer shall pay the Liquidated Damages due on any Registrable Notes or Exchange Notes by depositing with the Trustee under the Indenture, in trust, for the benefit of the Holders of Exchange Notes or Registrable Notes, as the case may be, entitled thereto, at least one Business Day prior to the applicable Damages Payment Date, sums sufficient to pay the Liquidated Damages accrued or accruing since the last preceding Damages Payment Date to such Damages Payment Date. The Trustee shall be entitled, on behalf of the Holders of Exchange Notes or Registrable Notes, as the case may be, to seek any available remedy for the enforcement of this Agreement, including for the payment of such Liquidated Damages. Notwithstanding the foregoing, the parties agree that the sole remedy payable for a violation of the terms of this Agreement with respect to which Liquidated Damages are expressly provided shall be such Liquidated Damages. Nothing shall preclude a Holder of Exchange Notes or Registrable Notes from pursuing or obtaining specific performance or other equitable relief with respect to any violation of this Agreement for which liquidated damages are not expressly provided by this Agreement.

     (d)     All of the Issuer’s obligations set forth in this Section 4 which are outstanding with respect to any Exchange Note or Registrable Note at the time such note ceases to be covered by an effective Registration Statement shall survive until such time as all such obligations with respect to such security have been satisfied in full (notwithstanding termination of the Agreement).

     5.     Registration Procedures. In connection with any Shelf Registration Statement and, to the extent applicable, any Exchange Offer Registration Statement, the following provisions shall apply:

     (a)     The Issuer shall furnish to the Initial Purchasers, prior to the filing thereof with the Commission, a copy of any Registration Statement, and each amendment thereof and each amendment or supplement, if any, to the Prospectus included therein and shall use its best efforts to reflect in each such document, when so filed with the Commission, such comments as the Initial Purchasers reasonably may propose, any such comments to be provided within 5 Business Days of receipt of any documents to be provided under this Section 5(a).

     (b)     The Issuer shall ensure that:

         (i)     any Registration Statement and any amendment thereto and any Prospectus contained therein and any amendment or supplement thereto complies in all material respects with the Act;

         (ii)     any Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and

         (iii)     any Prospectus forming part of any Registration Statement, including any amendment or supplement to such Prospectus, does not include an untrue statement of a

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material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading;

provided, that no representation or agreement shall be required to be made hereby with respect to information with respect to the Initial Purchasers, any Underwriter or any Holder required to be included in any Registration Statement or Prospectus pursuant to the Act or the rules and regulations thereunder or provided in writing by the Initial Purchasers, any Holder or any Underwriter specifically for inclusion in any Registration Statement or Prospectus.

     (c)     (1)     The Issuer shall advise the Initial Purchasers and, in the case of a Shelf Registration Statement, the Holders of Registrable Notes covered thereby, and, if requested by the Initial Purchasers or any such Holder, confirm such advice in writing:

         (i)     when a Registration Statement and any amendment thereto has been filed with the Commission and when the Registration Statement or any post-effective amendment thereto has become effective; and

         (ii)     of any request by the Commission for amendments or supplements to the Registration Statement or the Prospectus included therein or for additional information.

               (2)     The Issuer shall advise the Initial Purchasers and, in the case of a Shelf Registration Statement, the Holders of Registrable Notes covered thereby, and, in the case of an Exchange Offer Registration Statement, any Exchanging Dealer that has provided in writing to the Issuer a telephone or facsimile number and address for notices, and, if requested by the Initial Purchasers or any such Holder or Exchanging Dealer, confirm such advice in writing:

         (i)     of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose;

         (ii)     of the receipt by the Issuer of any notification with respect to the suspension of the qualification of the Registrable Notes included in any Registration Statement for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and

         (iii)     of the suspension of the use of the Prospectus pursuant to Section 2(d), if applicable, or 3(c) hereof or of the happening of any event that requires the making of any changes in the Registration Statement or the Prospectus so that, as of such date, the statements therein are not misleading and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in light of the circumstances under which they were made) not misleading (which advice shall be accompanied by an instruction to suspend the use of the Prospectus until the requisite changes have been made).

     (d)     The Issuer shall use its best efforts to obtain the withdrawal of any order suspending the effectiveness of any Registration Statement at the earliest possible time and in

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any event shall within 30 days of any such order (or, if such 30th day is not a Business Day, by the first Business Day thereafter) amend the Registration Statement covering all of the Registrable Notes (whereupon references herein to the Registration Statement shall be deemed to include reference to such additional filing).

     (e)     The Issuer shall furnish to each Holder of Registrable Notes included within the coverage of any Shelf Registration Statement, without charge, at least one copy of such Shelf Registration Statement and any post-effective amendment thereto, including financial statements and schedules, and, if the Holder so requests in writing, all exhibits thereto (including those incorporated by reference).

     (f)     The Issuer shall, during the Shelf Registration Period, deliver to each Holder of Registrable Notes included within the coverage of any Shelf Registration Statement, without charge, as many copies of the Prospectus (including each preliminary Prospectus) included in such Shelf Registration Statement and any amendment or supplement thereto as such Holder may reasonably request; and the Issuer consents to the use of the Prospectus or any amendment or supplement thereto by each of the selling Holders of Registrable Notes in connection with the offering and sale of the Registrable Notes covered by the Prospectus or any amendment or supplement thereto.

     (g)     The Issuer shall furnish to each Exchanging Dealer that so requests, without charge, at least one copy of the Exchange Offer Registration Statement and any post-effective amendment thereto, including financial statements and schedules, any documents incorporated by reference therein and, if the Exchanging Dealer so requests in writing, all exhibits thereto (including those incorporated by reference).

     (h)     The Issuer shall, during the Exchange Offer Registration Period, deliver to each Exchanging Dealer, without charge, as many copies of the Prospectus (including each preliminary Prospectus) included in such Exchange Offer Registration Statement and any amendment or supplement thereto as such Exchanging Dealer may reasonably request; and the Issuer consents to the use of the Prospectus or any amendment or supplement thereto by any such Exchanging Dealer in connection with the offering and sale of the Exchange Notes, as provided in Section 2(f) above.

     (i)     Prior to the Registered Exchange Offer or any other offering of Registrable Notes pursuant to any Registration Statement, to the extent required by state securities or blue sky laws, the Issuer shall register, qualify or cooperate with the Holders of Registrable Notes included therein and their respective counsel in connection with the registration or qualification of such Registrable Notes for offer and sale under the securities or blue sky laws of such states as any such Holders reasonably request in writing and do any and all other acts or things reasonably necessary or advisable to enable the offer and sale in such jurisdictions of the Registrable Notes covered by such Registration Statement; provided, however, that the Issuer will not be required to qualify generally to do business in any jurisdiction in which it is not then so qualified, to file any general consent to service of process or to take any action which would subject it to general service of process or to taxation in any such jurisdiction where it is not then so subject.

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     (j)     The Issuer shall cooperate with the Holders to facilitate the timely preparation and delivery of certificates representing Registrable Notes to be sold pursuant to any Registration Statement free of any restrictive legends and in denominations and registered in such names as Holders may request prior to sales of Registrable Notes pursuant to such Registration Statement.

     (k)     Upon the occurrence of any event contemplated by paragraph (c)(2)(iii) of this Section 5, the Issuer shall promptly prepare and file a post-effective amendment to any Registration Statement or an amendment or supplement to the related Prospectus or any other required document so that, as thereafter delivered to purchasers of the Registrable Notes included therein, the Prospectus will not include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

     (l)     The Issuer shall, not later than the effective date of such Registration Statement, obtain a CUSIP number for the Registrable Notes or Exchange Notes registered under such Registration Statement which CUSIP number shall be the same as the CUSIP number for the publicly traded notes issued in exchange for the Issuer’s 8 1/2% Senior Subordinated Notes due 2009 originally issued on May 12, 1999 and to cause such CUSIP number to be assigned to the Registrable Notes or Exchange Notes (or to the maximum aggregate principal amount of the securities to which such number may be assigned). Upon compliance with the foregoing requirements of this Section 5(l), the Issuer shall provide the Trustee with global certificates for such Registrable Notes or Exchange Notes, in a form eligible for deposit with The Depository Trust Company.

     (m)     The Issuer shall use its best efforts to comply with all applicable rules and regulations of the Commission and shall make generally available to its security holders as soon as practicable after the effective date of the applicable Registration Statement an earnings statement satisfying the provisions of Section 11(a) of the Act and Rule 158 promulgated thereunder.

     (n)     The Issuer may require each Holder of Registrable Notes to be sold pursuant to any Shelf Registration Statement to furnish to the Issuer such information regarding the Holder and the distribution of such Registrable Notes as may, from time to time, be reasonably required by the Act and the rules and regulations promulgated thereunder, and the obligations of the Issuer to any Holder hereunder shall be expressly conditioned on the compliance of such Holder with such request. The Issuer may exclude from the Shelf Registration Statement the Registrable Notes of any Holder that unreasonably fails to furnish the information required by this Section 5(n) within 5 Business Days of receiving such request. To the extent such Holder’s Registrable Notes are excluded from the Shelf Registration Statement pursuant to this Section 5(n), such Holder shall not be entitled to Liquidated Damages provided for herein from and after the date of such exclusion.

     (o)     The Issuer shall, if requested, promptly incorporate in a Prospectus supplement or post-effective amendment to a Shelf Registration Statement (i) such information as the Majority Holders provide or, if the Registrable Notes are being sold in an underwritten offering, as the Managing Underwriters and the Majority Holders reasonably agree should be included therein

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and provide to the Issuer in writing for inclusion in the Shelf Registration Statement or Prospectus, and (ii) such information as a Holder may provide from time to time to the Issuer in writing for inclusion in a Prospectus or any Shelf Registration Statement concerning such Holder and the distribution of such Holder’s Registrable Notes and, in either case, shall make all required filings of such Prospectus supplement or post-effective amendment as soon as practicable after being notified in writing of the matters to be incorporated in such Prospectus supplement or post-effective amendment. Any information provided for inclusion in the Shelf Registration Statement pursuant to this Section 5(o) must be either (i) required under the federal securities laws or (ii) of the nature and content customarily provided by a selling security holder or an underwriter, as applicable.

     (p)     In the case of any Shelf Registration Statement, the Issuer shall enter into such agreements (including underwriting agreements in customary form) and take all other customary and appropriate actions as may be reasonably requested in order to expedite or facilitate the registration or the disposition of any Registrable Notes, and in connection therewith, if an underwriting agreement is entered into, cause the same to contain indemnification provisions and procedures no less favorable than those set forth in Section 7 (or such other provisions and procedures acceptable to the Majority Holders and the Managing Underwriters, if any, with respect to all parties to be indemnified pursuant to Section 7 from Holders of Exchange Notes to the Issuer). In the event any Shelf Registration Statement is prepared and filed in connection with an underwritten offering, the managing underwriters in connection therewith shall be reasonably acceptable to the Issuer provided, that in no event shall the Issuer be responsible for the payment of broker, dealer, or underwriting discounts or commission (or their attorney’s or expert’s fees and expenses) or transfer taxes with respect to the sale of the Registrable Notes.

     (q)     In the case of any Shelf Registration Statement, the Issuer shall:

         (i)     make reasonably available for inspection by the Holders of Registrable Notes to be registered thereunder, any Underwriter participating in any disposition pursuant to such Shelf Registration Statement, and any attorney, accountant or other agent retained by the Holders or any such Underwriter, all relevant financial and other records, pertinent corporate documents and properties of the Issuer and its subsidiaries;

         (ii)     cause the Issuer’s officers, directors and employees to supply all relevant information reasonably requested by the Holders or any such Underwriter, attorney, accountant or agent in connection with any such Registration Statement as is customary for similar due diligence examinations; provided, however, that any information that is designated in writing by the Issuer, in its sole discretion, as confidential at the time of delivery of such information shall be kept confidential by the Holders or any such Underwriter, attorney, accountant or agent (who shall execute a confidentiality agreement in a form reasonably acceptable to the Issuer), unless disclosure thereof is made in connection with a court proceeding or required by law, or such information becomes available to the public generally through the Issuer or through a third party without an accompanying obligation of confidentiality;

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         (iii)     make such representations and warranties to the Holders of Registrable Notes registered thereunder and the Underwriters, if any, in form, substance and scope as are customarily made by issuers to underwriters and covering matters including, but not limited to, those set forth in the Note Purchase Agreement;

         (iv)     use its best efforts to obtain opinions of counsel to the Issuer and updates thereof (which counsel and opinions, in form, scope and substance, shall be reasonably satisfactory to the Managing Underwriters, if any) addressed to each selling Holder and the Underwriters, if any, covering such matters as are customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by such Holders and Underwriters;

         (v)     use its best efforts to obtain “cold comfort” letters and updates thereof from the independent certified public accountants of the Issuer (and, if necessary, any other independent certified public accountants of any subsidiary of the Issuer or of any business acquired by the Issuer for which financial statements and financial data are, or are required to be, included in the Registration Statement), addressed to each selling Holder of the Registrable Notes covered by such Shelf Registration Statement (provided such Holder furnishes the accountants with such representations as the accountants customarily require in similar situations) and the Underwriters, if any, in customary form and covering matters of the type customarily covered in “cold comfort” letters in connection with primary underwritten offerings; and

         (vi)     deliver such documents and certificates as may be reasonably requested by the Majority Holders and the Managing Underwriters, if any, including those to evidence compliance with Section 5(i) and with any customary conditions contained in the underwriting agreement or other agreement entered into by the Issuer.

         (vii)     The foregoing actions set forth in clauses (iii), (iv), (v) and (vi) of this Section 5(q) shall be performed (A) upon request, at the effectiveness of such Shelf Registration Statement and each post-effective amendment thereto and (B) at each closing under any underwriting or similar agreement as and to the extent required thereunder.

     6.     Registration Expenses. The Issuer shall bear all expenses incurred in connection with the performance of its obligations under Sections 2, 3, 4 and 5 hereof (other than brokers’, dealers’ and underwriters’ discounts and commissions and brokers’, dealers’ and underwriters’ counsel or other expert fees or transfer or other taxes) and shall reimburse the Holders for the reasonable fees and disbursements of one firm or counsel designated by the Majority Holders to act as counsel for the Holders in connection therewith.

     7.     Indemnification and Contribution.

         (a)     (i)     In connection with any Registration Statement, the Issuer agrees to indemnify and hold harmless each Holder of Registrable Notes covered thereby, the directors, officers, employees and agents of each such Holder and each person who

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controls any such Holder within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, which they or any of them may incur under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the effective Registration Statement, in any preliminary Prospectus or Prospectus or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and agree to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Issuer will not be liable in any case to the extent that any such loss, claim, damage or liability arises out of or is based upon (A) any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Issuer by or on behalf of any such Holder specifically for inclusion therein, (B) use of a Registration Statement or the related Prospectus during a period when a stop order has been issued in respect of such Registration or any proceedings for that purpose have been initiated or use of a Prospectus when use of such Prospectus has been suspended pursuant to Section 5(c); provided, further, in each case, that Holders received prior written notice of such stop order, initiation of proceedings or suspension, or (C) if the Holder fails to deliver a Prospectus or the then current Prospectus. This indemnity agreement will be in addition to any liability which the Issuer may otherwise have.

         (ii)     The Issuer also agrees to indemnify or contribute to Losses, as provided in Section 7(d), of any Underwriters of Registrable Notes registered under a Registration Statement, their officers and directors and each person who controls such Underwriters on substantially the same basis as that of the indemnification of the selling Holders provided in this Section 7(a) and shall, if requested by any Holder, enter into an underwriting agreement reflecting such agreement, as provided in Section 5(p) hereof.

     (b)     Each Holder of Registrable Notes covered by a Registration Statement severally agrees to indemnify and hold harmless (i) the Issuer, (ii) each of its directors, (iii) each of its officers who signs such Registration Statement and (iv) each person who controls the Issuer within the meaning of either the Act or the Exchange Act to the same extent as the foregoing indemnity from the Issuer to each such Holder, but only with reference to written information relating to such Holder furnished to the Issuer by or on behalf of such Holder specifically for inclusion in the documents referred to in the foregoing indemnity.

     (c)     Promptly after receipt by an indemnified party under this Section 7 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 7, notify the indemnifying party in writing of the commencement thereof, but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party

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of substantial rights and defenses or otherwise materially increases the liability for which indemnification is being sought and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel reasonably acceptable to the issuer), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel (and local counsel) if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel, in the reasonable judgment of the indemnified party, with an actual or potential conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party and such additional or different defenses present such counsel with an actual conflict of interest, (iii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall have authorized the indemnified party to employ separate counsel at the expense of the indemnifying party; provided, further, that the indemnifying party shall not be responsible for the fees and expenses of more than one separate counsel (together with appropriate local counsel) representing all the indemnified parties under paragraph (a)(i), paragraph (a)(ii) or paragraph (b) above. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding.

     (d)     In the event that the indemnity provided in paragraph (a) or (b) of this Section 7 is unavailable to or insufficient to hold harmless an indemnified party for any reason, then each applicable indemnifying party, in lieu of indemnifying such indemnified party, shall have a joint and several obligation to contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating or defending same) (collectively “Losses”) incurred by such indemnified party in such proportion as is appropriate to reflect the relative benefits received by such indemnifying party, on the one hand, and such indemnified party, on the other hand, from the Registration Statement which resulted in such Losses; provided, however, that in no case shall any Underwriter be responsible for any amount in excess of the underwriting discount or commission applicable to the Registrable Notes purchased by such Underwriter under the Registration Statement which resulted in such Losses. If the allocation provided by the immediately preceding sentence is

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unavailable for any reason, the indemnifying party and the indemnified party shall contribute in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of such indemnifying party, on the one hand, and such indemnified party, on the other hand, in connection with the statements or omissions which resulted in such Losses as well as any other relevant equitable considerations. Benefits received by the Issuer shall be deemed to be equal to the sum of (x) the aggregate principal amount of the Initial Notes and (y) the total amount of Liquidated Damages which the Issuer was not required to pay as a result of registering the Registrable Notes covered by the Registration Statement which resulted in such Losses. Benefits received by any Holder shall be deemed to be equal to the value of receiving Registrable Notes registered under the Act. Benefits received by any Underwriter shall be deemed to be equal to the total underwriting discounts and commissions, as set forth on the cover page of the Prospectus forming a part of the Registration Statement which resulted in such Losses. Relative fault shall be determined by reference to whether any alleged untrue statement or omission relates to information provided by the indemnifying party, on the one hand, or by the indemnified party, on the other hand. The parties agree that it would not be just and equitable if contribution were determined by pro rata allocation or any other method of allocation which does not take account of the equitable considerations referred to above. Notwithstanding the provisions of this paragraph (d), no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 7, each person who controls a Holder within the meaning of either the Act or the Exchange Act and each director, officer, employee and agent of such Holder shall have the same rights to contribution as such Holder, and each person who controls the Issuer within the meaning of either the Act or the Exchange Act, each officer of the Issuer who shall have signed the Registration Statement and each director of the Issuer shall have the same rights to contribution as the Issuer, subject in each case to the applicable terms and conditions of this paragraph (d).

     (e)     The provisions of this Section 7 will remain in full force and effect, regardless of any investigation made by or on behalf of any Holder, the Issuer or any of the officers, directors or controlling persons referred to in Section 7 hereof, and will survive the sale by a Holder of Registrable Notes covered by a Registration Statement.

     8.     Rules 144 and 144A

     The Issuer covenants that it will file the reports required to be filed by it under the Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder in a timely manner in accordance with the requirements of the Act and the Exchange Act and, if at any time the Issuer is not required to file such reports and does not otherwise file such reports, it will, upon the request of any Holder of Registrable Notes, make publicly available annual reports and such information, documents and other reports of the type specified in Sections 13 and 15(d) of the Exchange Act. The Issuer further covenants, for so long as any Registrable Notes remain outstanding and it is not otherwise subject to Section 13 or 15(d) of the Exchange Act, to make available to any Holder or beneficial owner of Registrable Notes in connection with any sale thereof and any prospective purchaser of such Registrable Notes from such Holder or beneficial owner the information required by Rule 144A(d)(4) under the Act in order to permit resales of such Registrable Notes pursuant to Rule 144A.

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     9.     Miscellaneous.

     (a)     No Inconsistent Agreements. The Issuer has not, as of the date hereof, entered into and it shall not, on or after the date hereof, enter into any agreement that is inconsistent with the rights granted to the Holders herein or otherwise conflicts with the provisions hereof.

     (b)     Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, qualified, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the Issuer has obtained the written consent of the Majority Holders. Notwithstanding the foregoing, a waiver or consent to departure from the provisions hereof with respect to a matter that relates exclusively to the rights of Holders whose Registrable Notes are being sold pursuant to a Shelf Registration Statement or whose Initial Notes are being exchanged pursuant to an Exchange Offer Registration Statement, as the case may be, and which does not directly or indirectly affect the rights of other Holders may be given by such Holders, determined on the basis of notes being sold rather than registered; and, furthermore, the signatories hereto may make any amendment that does not, in the good faith opinion of the board of directors of the Issuer (as evidenced by a resolution of such board) materially affect any Holder. Notwithstanding any of the foregoing, no amendment, modification, supplement, waiver or consents to any departure from the provisions of Section 7 hereof shall be effective as against any Holder of Registrable Notes unless consented to in writing by such Holder.

     (c)     Notices. All notices, requests, consents, approvals, demands, waivers or other communications hereunder shall be in writing and sent by (i) personal delivery, (ii) certified or registered mail, postage prepaid, (iii) overnight courier or (iv) telecopier, to the parties at the following addresses or such other addresses as may be designated in writing by the respective parties:

         (i)     if to the Initial Purchasers, as follows:

                 c/o Banc of America Securities LLC
                 9 West 57th Street
                 New York, NY 10019

         (ii)     if to any other Holder, at the most current address given by such Holder to the Issuer in accordance with the provisions of this Section 9(c), which address initially is, with respect to each Holder, the address of such Holder maintained by the registrar under the Indenture, with a copy in like manner to the Initial Purchasers; and

         (iii)    if to the Issuer, as follows:

                 Susquehanna Media Co.
                 140 East Market Street
                 York, PA 17401
                 Attention: Craig W. Bremer

19

     Notices shall be deemed effective (x) upon receipt in the case of personal delivery or via overnight courier, (y) five Business Days after the date of mailing in the case of certified or registered mail and (z) the first Business Day after receipt is acknowledged if sent by telecopier.

     The Issuer by notice to the others may designate additional or different addresses for subsequent notices or communications.

     (d)     Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties, including, without the need for an express assignment or any consent by the Issuer thereto, subsequent Holders. The Issuer hereby agrees to extend the benefits of this Agreement to any Holder and any such Holder may specifically enforce, and shall be bound by, the provisions of this Agreement as if an original party hereto.

     (e)     Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

     (f)     Heading. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

     (g)     Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in said State, without regard to the conflicts of law rules thereof.

     (h)     Severability. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions hereof shall not be in any way impaired or affected thereby, it being intended that all of the rights and privileges of the parties shall be enforceable to the fullest extent permitted by law.

     (i)     Notes Held by the Issuer, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Registrable Notes or Exchange Notes is required hereunder, Registrable Notes or Exchange Notes held by the Issuer or its Affiliates (other than subsequent Holders of Registrable Notes or Exchange Notes if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such notes) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.

* * *

20

     Please confirm that the foregoing correctly sets forth the agreement between the Issuer and the Initial Purchasers.

Very truly yours,
SUSQUEHANNA MEDIA CO.
By:	/s/ Peter P. Brubaker
	Peter P. Brubaker Chief Executive Officer and President

[Registration Rights Agreement]

The foregoing Agreement is hereby
accepted as of the date first above written.

BANC OF AMERICA SECURITIES LLC
WACHOVIA SECURITIES, INC.

By: Banc of America Securities LLC

By:   /s/ Dan Kelly

Name: Dan Kelly
Title: Managing Director

[Registration Rights Agreement]

ANNEX A

Each broker-dealer that receives Exchange Notes for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes received in exchange for Initial Notes where such Initial Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date and ending on the close of business 270 days after the Expiration Date, it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.”

ANNEX B

Each broker-dealer that receives Exchange Notes for its own account in exchange for Initial Notes, where such Initial Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes. See “Plan of Distribution.”

ANNEX C

PLAN OF DISTRIBUTION

     Each broker-dealer that receives Exchange Notes for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes received in exchange for Initial Notes where such Initial Notes were acquired as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date and ending on the close of business 270 days after the Expiration Date, it will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until          , 2003, all dealers effecting transactions in the Exchange Notes may be required to deliver a prospectus.

     The Company will not receive any proceeds from any sale of Exchange Notes by broker-dealers. Exchange Notes received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such Exchange Notes. Any broker-dealer that resells Exchange Notes that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit from any such resale of Exchange Notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

     For a period of 270 days after the Expiration Date, the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holders of the Initial Notes) other than dealers’ and brokers’ discounts, commissions and counsel fees and will indemnify the holders of the Initial Notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

[If applicable, add information required by Regulation
S-K Items 507 and/or 508.]

ANNEX D

[  ]	CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.
	Name:
	Address:

     The undersigned represents that it is not an affiliate of the Company, that any Exchange Notes to be received by it will be acquired in the ordinary course of business and that at the time of the commencement of the Registered Exchange Offer it had no arrangement with any person to participate in a distribution of the Exchange Notes.

     In addition, if the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Initial Notes, it represents that the Initial Notes to be exchanged for Exchange Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

EX-5.1 5 g82127exv5w1.htm EX-5.1 OPINION OF HUNTON & WILLIAMS

EXHIBIT 5.1

[LETTERHEAD OF HUNTON & WILLIAMS LLP]

May 2, 2003

Board of Directors
Susquehanna Media Co.
140 East Market Street
York, Pennsylvania 17401

Registration Statement on Form S-4 for Exchange of
Outstanding 7-3/8% Senior Subordinated Notes due 2013 for
Registered 7-3/8% Senior Subordinated Notes due 2013

Ladies and Gentlemen:

     We are acting as special counsel for Susquehanna Media Co. (the “Company”) in connection with the registration of $150.0 million aggregate principal amount of 7-3/8% Senior Subordinated Notes due 2013 (the “Exchange Notes”). The Exchange Notes are to be issued by the Company in exchange for an equal amount of unregistered 7-3/8% Senior Subordinated Notes due 2013 (the “Outstanding Notes”) issued on April 23, 2003 in a private placement pursuant to Rule 144A and Regulation S under the Securities Act of 1933. The Outstanding Notes and the Exchange Notes are governed by an indenture between the Company and J.P. Morgan Trust Company, National Association, as trustee (“Trustee”), dated April 23, 2003 (the “Indenture”). The issuance of the Exchange Notes in exchange for the Outstanding Notes is more fully described in the Registration Statement on Form S-4 (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) on the date hereof. In connection with the filing of the Registration Statement, you have requested our opinion concerning certain corporate matters.

     In rendering the following opinions, we have relied, as to factual matters, upon certificates of executive officers of the Company. We have assumed the authenticity of all documents submitted to us as originals, the conformity to originals of documents submitted as certified or photostatic copies and the genuineness of signatures not witnessed by us.

     We are not expressing an opinion on any laws other than the General Corporation Laws of the State of Delaware, the laws of the State of New York and the federal laws of the United States of America. Based upon the foregoing and the further qualifications stated below, we are of the opinion that the Exchange Notes have been duly authorized by all necessary corporate action of the Company and, when executed by the Company, authenticated and delivered by the

Trustee and issued in accordance with the terms of the Indenture and as described in the Registration Statement, will constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms, except as may be limited or otherwise affected by (a) bankruptcy, insolvency, fraudulent conveyance, liquidation, conservatorship, dissolution, reorganization, moratorium or other laws affecting the rights of creditors generally and (b) principles of equity, whether considered at law or in equity.

     We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement and to the references to us included therein. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act of 1933 or the rules and regulations promulgated thereunder by the Commission.

Very truly yours,

/s/ Hunton & Williams LLP

EX-12 6 g82127exv12.htm EX-12 STATEMENT REGARDING COMPUTATION OF RATIOS

Exhibit 12

RATIO OF EARNINGS TO FIXED CHARGES

		Ratio of Earnings to Fixed Charges
		(Dollars in thousands, except ratio)
		2002		2001			2000		1999		1998
				(Restated)			(Restated)		(Restated)		(Restated)
Earnings:
	Pretax Income	$	32,824	$	(9,093	)	$	24,915	$	36,748	$	31,779
	Interest		29,200		37,887			37,523		28,573		20,506
	Interest in leases		2,002		2,012			1,719		1,548		1,507
	Amortization of capitalized interest		434		409			338		242		190
		$	64,460	$	31,215		$	64,495	$	67,111	$	53,982
Fixed Charges:
	Interest	$	29,200	$	37,887		$	37,523	$	28,573	$	20,506
	Capitalized interest		7		513			895		1,032		1,215
	Interest in leases		2,002		2,012			1,719		1,548		1,507
	Amortization of capitalized interest		434		409			338		242		190
		$	31,643	$	40,821		$	40,475	$	31,395	$	23,418
Ratio:			2.0x		—			1.6x		2.1x		2.3x

Note: For the year ended December 31, 2001, fixed charges exceeded earnings by approximately $9.6 million.

EX-23.2 7 g82127exv23w2.htm EX-23.2 CONSENT OF KPMG LLP

Exhibit 23.2

Independent Auditors’ Consent

The Board of Directors
Susquehanna Media Co.:

We consent to the use of our report included herein and to the reference to our firm under the heading “Experts” in the prospectus. Our report includes an explanatory paragraph that describes the Company’s change in accounting for goodwill and intangible assets in 2002.

/s/ KPMG LLP
Harrisburg, PA
April 30, 2003 EX-23.3 8 g82127exv23w3.htm EX-23.3 CONSENT OF PRICEWATERHOUSECOOPERS LLP

Exhibit 23.3

CONSENT OF INDEPENDENT ACCOUNTANT

We hereby consent to the use in this Registration Statement on Form S-4 of our report dated March 18, 2002, except for Note 15, for which the date is March 31, 2003, relating to the consolidated financial statements of Susquehanna Media Co., which appears in such Registration Statement. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

Philadelphia, PA

April 30, 2003

EX-25.1 9 g82127exv25w1.htm EX-25.1 STMT OF ELIGIBILITY & QUALIFICATION

EXHIBIT 25.1

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2)

J. P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION

(Exact name of trustee as specified in its charter)

(State of incorporation
if not a national bank) 95-4655078
(I.R.S. employer
identification No.)

101 CALIFORNIA STREET, FLOOR 38
SAN FRANCISCO, CALIFORNIA
(Address of principal executive offices)
94111
(Zip Code)

William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)

SUSQUEHANNA MEDIA CO.
(Exact name of obligor as specified in its charter)

DELAWARE
(State or other jurisdiction of
incorporation or organization) 23-2722964
(I.R.S. employer
identification No.)

140 EAST MARKET STREET
YORK, PA
(Address of principal executive offices)
17401
(Zip Code)

7 3/8 % SENIOR SUBORDINATED NOTES DUE 2013
(Title of the indenture securities)

ITEM 1.	GENERAL INFORMATION.
			Furnish the following information as to the trustee:
		(a)	Name and address of each examining or supervising authority to which it is subject.
			Comptroller of the Currency, Washington, D.C. Board of Governors of the Federal Reserve System, Washington, D.C.
		(b)	Whether it is authorized to exercise corporate trust powers.
			Yes.
ITEM 2.	AFFILIATIONS WITH OBLIGOR.

If the Obligor is an affiliate of the trustee, describe each such affiliation.

None.

ITEM 16. LIST OF EXHIBITS.

List below all exhibits filed as part of this statement of eligibility.

Exhibit 1.	Articles of Association of the Trustee as Now in Effect (see Exhibit 1 to Form T-1 filed in connection with Form 8-K of the Southern California Water Company filing, dated December 7, 2001, which is incorporated by reference).
Exhibit 2.	Certificate of Authority of the Trustee to Commence Business (see Exhibit 2 to Form T-1 filed in connection with Registration Statement No. 333-41329, which is incorporated by reference).
Exhibit 3.	Authorization of the Trustee to Exercise Corporate Trust Powers (contained in Exhibit 2).
Exhibit 4.	Existing By-Laws of the Trustee (see Exhibit 4 to Form T-1 filed in connection with Form 8-K of the Southern California Water Company filing, dated December 7, 2001, which is incorporated by reference) hereto.
Exhibit 5.	Not Applicable
Exhibit 6.	The consent of the Trustee required by Section 321 (b) of the Act (see Exhibit 6 to Form T-1 filed in connection with Registration Statement No. 333-41329, which is incorporated by reference).
Exhibit 7.	A copy of the latest report of condition of the Trustee, published pursuant to law or the requirements of its supervising or examining authority.
Exhibit 8.	Not Applicable
Exhibit 9.	Not Applicable

2

SIGNATURE

          Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee, J. P. Morgan Trust Company, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of San Francisco, and State of California, on the 24th day of April, 2003.

J. P. Morgan Trust Company, National Association

By	/s/ Judith Wisniewski
	Judith Wisniewski
	Vice President

3

EXHIBIT 7.       Report of Condition of the Trustee.

CONSOLIDATED REPORT OF CONDITION OF J.P. Morgan Trust Company, N.A., (formerly Chase Manhattan Bank and Trust Company, N.A.) (Legal Title)

LOCATED AT	1800 Century Park East, Ste. 400	Los Angeles,	CA	90067
	(Street)	(City)	(State)	(Zip	)

AS OF CLOSE OF BUSINESS ON December 31, 2002

		$(000)
Cash and Due From Banks		$	18,660
Securities			74,153
Loans and Leases			81,252
Premises and Fixed Assets			5,086
Intangible Assets			156,451
Other Assets			20,344
	Total Assets	$	355,946
Deposits		$	100,451
Other Liabilities			43,263
	Total Liabilities		143,714
Common Stock			600
Surplus			177,264
Retained Earnings			34,368
	Total Equity Capital		212,232
	Total Liabilities and Equity Capital	$	355,946

4

		$ (000)
ASSETS
	Cash and Due From Banks	$	9,685
	Securities		101,834
	Loans and Leases		141,553
	Premises and Fixed Assets		5,549
	Intangible Assets		154,231
	Other Assets		27,391
	Total Assets	$	440,243
LIABILITIES
	Deposits	$	91,278
	Other Liabilities		42,911
	Total Liabilities		134,189
EQUITY CAPITAL
	Common Stock		600
	Surplus		277,263
	Retained Earnings		28,186
	Total Equity Capital		306,054
	Total Liabilities and Equity Capital	$	440,243

5 EX-99.1 10 g82127exv99w1.htm EX-99.1 FORM OF LETTER OF TRANSMITTAL

EXHIBIT 99.1

LETTER OF TRANSMITTAL
SUSQUEHANNA MEDIA CO.
OFFER TO EXCHANGE ITS
7 3/8% SENIOR SUBORDINATED EXCHANGE NOTES DUE 2013
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
FOR ANY AND ALL OF ITS OUTSTANDING
7 3/8% SENIOR SUBORDINATED NOTES DUE 2013
PURSUANT TO THE PROSPECTUS DATED    , 2003

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON   , 2003, UNLESS EXTENDED.

The exchange agent for the exchange offer is:

J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION

By Facsimile:
(214) 468-6494	By Mail or Hand (9:00 a.m. to 5:00 p.m., local time):
Attention: Frank Ivins	J.P. Morgan Trust Company, National Association
Confirm by Telephone to: (214) 468-6464	2001 Bryan Street 9th Floor Dallas, Texas 75201 Attention: Frank Ivins

     DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

     This Letter of Transmittal is to be completed by holders of outstanding notes (as defined below) if either (i) outstanding notes are to be forwarded herewith, or (ii) tenders of outstanding notes are to be made by book-entry transfer to an account maintained by J.P. Morgan Trust Company, National Association (the “exchange agent”) at The Depository Trust Company (“DTC”) pursuant to the procedures set forth in “The Exchange Offer — Procedures for Tendering” in the prospectus. An “agents message” (as defined below) may also be used in lieu of physically completing, executing and delivering to the exchange agent this Letter of Transmittal, if delivery of the outstanding notes is to be made through the DTC’s automated tender offer program. The “agent’s message” means a message, transmitted by the DTC and received by the exchange agent and forming part of the confirmation of book-entry (“book-entry confirmation”), which states that the DTC has received an express acknowledgment from a participant tendering outstanding notes which are the subject of such book-entry confirmation and that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that the agreement may be enforced against such participant. For additional information regarding DTC’s automated tender offer program, please refer to “The Exchange Offer — Procedures for Tendering — Tendering Through DTC’s Automated Tender Offer Program” section of the prospectus.

     Holders of outstanding notes whose certificates for such outstanding notes are not immediately available or who cannot deliver their certificates, this Letter of Transmittal and all other required documents to the exchange agent on or prior to the expiration date or who cannot complete the procedures for book-entry transfer on a timely basis, may tender their outstanding notes according to the guaranteed delivery procedures set forth in “The Exchange Offer — Procedures for Tendering” in the prospectus.

DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.

NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

     List below the outstanding notes of which you are a holder. If the space provided below is inadequate, list the certificate numbers and principal amount on a separate SIGNED schedule and attach that schedule to this Letter of Transmittal. SEE INSTRUCTION 3.

ALL TENDERING HOLDERS COMPLETE THIS BOX:

DESCRIPTION OF OUTSTANDING NOTES TENDERED

NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)
(FILL IN, IF BLANK)	OUTSTANDING NOTES TENDERED
	CERTIFICATE
	NUMBER(S)*	PRINCIPAL	PRINCIPAL
	(ATTACH	AMOUNT (ATTACH	AMOUNT
	ADDITIONAL LIST IF	ADDITIONAL LIST IF	TENDERED (IF
	NECESSARY)	NECESSARY)	LESS THAN ALL)**
		$	$
	Total Amount
	Tendered:	$	$

[ ]	CHECK HERE IF ANY ADDITIONAL LISTS ARE ATTACHED.
*	Need not be completed by book-entry holders. Such holders should check the appropriate box below and provide the requested information.
**	Need not be completed if tendering for exchange all outstanding notes held. Outstanding notes may be tendered in whole or in part only in integral multiples of $1,000. ALL OUTSTANDING NOTES HELD SHALL BE DEEMED TENDERED UNLESS A LESSER NUMBER IS SPECIFIED IN THIS COLUMN. SEE INSTRUCTION 4.

(Boxes Below To Be Checked By Eligible Institutions Only. SEE INSTRUCTION 1.)

[ ]	CHECK HERE IF TENDERED OUTSTANDING NOTES ARE ENCLOSED HEREWITH.
[ ]	CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED BY BOOK-ENTRY
	TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT AT DTC AND
	COMPLETE THE FOLLOWING:
	Name of Tendering Institution:
	DTC Account Number:
	Transaction Code Number:

By crediting notes to the exchange agent’s account at the book-entry transfer facility in accordance with the book-entry transfer facility’s Automated Tender Offer Program (“ATOP”) and by complying with applicable ATOP procedures with respect to the exchange offer, including transmitting an agent’s message

2

to the exchange agent in which the holder of notes acknowledges and agrees to be bound by the terms of this letter, the participant in ATOP confirms on behalf of itself and the beneficial owners of such notes all provisions of this letter applicable to it and such beneficial owners as if it had completed the information required herein and executed and transmitted this letter to the exchange agent.

[ ]	CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:
	Name(s) of Registered Holder(s):
	Window Ticket Number (if any):
	Date of Notice of Guaranteed Delivery:
	Institution Which Guaranteed Delivery:

IF GUARANTEED DELIVERY IS TO BE MADE BY BOOK-ENTRY TRANSFER:

     Name of Tendering Institution:

     DTC Account Number:

     Transaction Code Number:

[ ]	CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED OUTSTANDING NOTES FOR YOUR OWN ACCOUNT AS A RESULT OF MARKET-MAKING ACTIVITIES OR OTHER TRADING ACTIVITIES (A “PARTICIPATING BROKER-DEALER”) AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.
	Name:
	Address:
	Telephone Number and Contact Person:

3

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

Ladies and Gentlemen:

     The undersigned hereby tenders to Susquehanna Media Co., a Delaware corporation (the “Issuer”), the above described principal amount of the Issuer’s 7 3/8% Senior Subordinated Notes due 2013 (the “outstanding notes”) in exchange for a like principal amount of the Issuer’s 7 3/8% Senior Subordinated Exchange Notes due 2013 (the “exchange notes”), which have been registered under the Securities Act of 1933 (the “Securities Act”), upon the terms and subject to the conditions set forth in the prospectus dated                    , 2003 (as the same may be amended or supplemented from time to time, the “prospectus”), receipt of which is hereby acknowledged, and in this Letter of Transmittal (which, together with the prospectus, constitute the “exchange offer”).

     Subject to and effective upon the acceptance for exchange of the outstanding notes tendered herewith, the undersigned hereby sells, assigns and transfers to or upon the order of the Issuer all right, title and interest in and to such outstanding notes as are being tendered herewith. The undersigned hereby irrevocably constitutes and appoints the exchange agent as its agent and attorney-in-fact (with full knowledge that the exchange agent is also acting as agent of the Issuer in connection with the exchange offer and as trustee under the indenture for the outstanding notes and the exchange notes) with respect to the tendered outstanding notes, with full power of substitution (such power of attorney being an irrevocable power coupled with an interest), subject only to the right of withdrawal described in the prospectus, to: (i) deliver such outstanding notes to the Issuer together with all accompanying evidences of transfer and authenticity to, or upon the order of, the Issuer upon receipt by the exchange agent, as the undersigned’s agent, of the exchange notes to be issued in exchange for such outstanding notes; (ii) present certificates for such outstanding notes for transfer, and to transfer such outstanding notes on the account books maintained by DTC; and (iii) receive for the account of the Issuer all benefits and otherwise exercise all rights of beneficial ownership of such outstanding notes, all in accordance with the terms and conditions of the exchange offer.

     THE UNDERSIGNED HEREBY REPRESENTS AND WARRANTS THAT THE UNDERSIGNED HAS FULL POWER AND AUTHORITY TO TENDER, EXCHANGE, SELL, ASSIGN AND TRANSFER THE OUTSTANDING NOTES TENDERED HEREBY AND THAT, WHEN THE SAME ARE ACCEPTED FOR EXCHANGE, THE ISSUER WILL ACQUIRE GOOD, MARKETABLE AND UNENCUMBERED TITLE THERETO, FREE AND CLEAR OF ALL LIENS, RESTRICTIONS, CHARGES AND ENCUMBRANCES, AND THAT THE OUTSTANDING NOTES TENDERED HEREBY ARE NOT SUBJECT TO ANY ADVERSE CLAIMS OR PROXIES. THE UNDERSIGNED WILL, UPON REQUEST, EXECUTE AND DELIVER ANY ADDITIONAL DOCUMENTS DEEMED BY THE ISSUER OR THE EXCHANGE AGENT TO BE NECESSARY OR DESIRABLE TO COMPLETE THE EXCHANGE, SALE, ASSIGNMENT AND TRANSFER OF THE OUTSTANDING NOTES TENDERED HEREBY. THE UNDERSIGNED HAS READ AND AGREES TO ALL OF THE TERMS OF THE EXCHANGE OFFER.

     The name(s) and address(es) of the registered holder(s) of the outstanding notes tendered hereby should be printed above, if they are not already set forth above, as they appear on the certificates representing such outstanding notes. The certificate number(s) and the outstanding notes that the undersigned wishes to tender should be indicated in the appropriate boxes above.

     The undersigned will, upon request, execute and deliver any additional documents deemed by the Issuer to be necessary or desirable to complete the sale, assignment and transfer of the notes tendered hereby.

     If any tendered outstanding notes are not exchanged pursuant to the exchange offer for any reason, or if certificates are submitted for more outstanding notes than are tendered or accepted for exchange, certificates for such nonexchanged or nontendered outstanding notes will be returned (or, in the case of outstanding notes tendered by book-entry transfer, such outstanding notes will be credited to an account maintained at DTC), without expense to the tendering holder promptly following the expiration or termination of the exchange offer.

     The undersigned understands that tenders of outstanding notes pursuant to any of the procedures described under “The Exchange Offer — Procedures for Tendering” in the prospectus and in the instructions herein will, upon the Issuer’s acceptance for exchange of such tendered outstanding notes, constitute a binding agreement between the undersigned and the Issuer upon the terms and subject to the

4

conditions of the exchange offer. The undersigned recognizes that, under certain circumstances set forth in the prospectus, the Issuer may not be required to accept for exchange any of the outstanding notes tendered hereby.

     Unless otherwise indicated herein in the box entitled “Special Issuance Instructions” below, the undersigned hereby directs that the exchange notes be issued in the name(s) of the undersigned or, in the case of a book-entry transfer of outstanding notes, that such exchange notes be credited to the account indicated above maintained at DTC. If applicable, substitute certificates representing outstanding notes not exchanged or not accepted for exchange will be issued to the undersigned or, in the case of a book-entry transfer of outstanding notes, will be credited to the account indicated above maintained at DTC. Similarly, unless otherwise indicated under “Special Delivery Instructions,” please deliver exchange notes to the undersigned at the address shown below the undersigned’s signature.

     BY TENDERING OUTSTANDING NOTES AND EXECUTING THIS LETTER OF TRANSMITTAL, THE UNDERSIGNED HEREBY REPRESENTS AND AGREES THAT:

     (I) THE UNDERSIGNED IS NOT AN “AFFILIATE” OF THE ISSUER (WITHIN THE MEANING OF RULE 405 UNDER THE SECURITIES ACT), OR IF THE UNDERSIGNED IS AN AFFILIATE, THE UNDERSIGNED WILL COMPLY WITH THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT TO THE EXTENT APPLICABLE;

     (II) ANY EXCHANGE NOTES TO BE RECEIVED BY THE UNDERSIGNED ARE BEING ACQUIRED IN THE ORDINARY COURSE OF ITS BUSINESS; AND

     (III) THE UNDERSIGNED HAS NO ARRANGEMENT OR UNDERSTANDING WITH ANY PERSON TO PARTICIPATE IN A DISTRIBUTION (WITHIN THE MEANING OF THE SECURITIES ACT) OF EXCHANGE NOTES TO BE RECEIVED IN THE EXCHANGE OFFER.

     IF THE UNDERSIGNED IS NOT A BROKER-DEALER, BY TENDERING OUTSTANDING NOTES AND EXECUTING THIS LETTER OF TRANSMITTAL, THE UNDERSIGNED REPRESENTS AND AGREES THAT IT IS NOT ENGAGED IN, AND DOES NOT INTEND TO ENGAGE IN, A DISTRIBUTION OF EXCHANGE NOTES. IF THE UNDERSIGNED IS A BROKER-DEALER THAT WILL RECEIVE EXCHANGE NOTES FOR ITS OWN ACCOUNT IN EXCHANGE FOR OUTSTANDING NOTES PURSUANT TO THE EXCHANGE OFFER, BY TENDERING OUTSTANDING NOTES AND EXECUTING THIS LETTER OF TRANSMITTAL, THE UNDERSIGNED REPRESENTS AND AGREES THAT SUCH OUTSTANDING NOTES WERE ACQUIRED BY SUCH BROKER-DEALER FOR ITS OWN ACCOUNT AS A RESULT OF MARKET-MAKING ACTIVITIES OR OTHER TRADING ACTIVITIES AND IT WILL DELIVER A PROSPECTUS MEETING THE REQUIREMENTS OF THE SECURITIES ACT IN CONNECTION WITH ANY RESALE OF EXCHANGE NOTES (PROVIDED THAT, BY SO ACKNOWLEDGING AND BY DELIVERING A PROSPECTUS, SUCH BROKER-DEALER WILL NOT BE DEEMED TO ADMIT THAT IT IS AN “UNDERWRITER” WITHIN THE MEANING OF THE SECURITIES ACT). THE ISSUER HAS AGREED THAT FOR A PERIOD OF 270 DAYS AFTER THE EXPIRATION DATE, IT WILL MAKE THE PROSPECTUS AVAILABLE TO ANY PARTICIPATING BROKER-DEALER IN CONNECTION WITH ANY SUCH RESALE.

     All authority herein conferred or agreed to be conferred in this Letter of Transmittal shall survive the death or incapacity of the undersigned and any obligation of the undersigned hereunder shall be binding upon the heirs, executors, administrators, personal representatives, trustees in bankruptcy, legal representatives, successors and assigns of the undersigned. Except as stated in the prospectus and in the instructions contained in this Letter of Transmittal, this tender is irrevocable.

5

PLEASE SIGN HERE	PLEASE SIGN HERE
AUTHORIZED SIGNATURE	AUTHORIZED SIGNATURE
Name:	Name:
Title:	Title:
Address:	Address:
Telephone Number:	Telephone Number:
Dated:	Dated:
TAXPAYER IDENTIFICATION OR	TAXPAYER IDENTIFICATION OR
SOCIAL SECURITY NUMBER	SOCIAL SECURITY NUMBER

(NOTE: Signature(s) must be guaranteed if required by INSTRUCTIONS 2 AND 5. This Letter of Transmittal must be signed by the registered holder(s) exactly as the name(s) appear(s) on certificate(s) for the outstanding notes hereby tendered or on a security position listing, or by any person(s) authorized to become the registered holder(s) by endorsements and documents transmitted herewith, including such opinions of counsel, certifications and other information as may be required by the Issuer or the trustee for the outstanding notes to comply with the restrictions on transfer applicable to the outstanding notes. If signature is by an attorney-in-fact, executor, administrator, trustee, guardian, officer of a corporation or another acting in a fiduciary capacity or representative capacity, please set forth the signer’s full title. SEE INSTRUCTIONS 2 AND 5. Please complete substitute Form W-9 below.)

GUARANTEE OF SIGNATURE(S)
(IF REQUIRED — SEE INSTRUCTIONS 2 AND 5)

Date:

Signature(s) Guaranteed by
an Eligible Institution:

AUTHORIZED SIGNATURE

Name of Eligible Institution
Guaranteeing Signature:

Address:

Capacity (full title):

Telephone Number:

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SPECIAL ISSUANCE INSTRUCTIONS

(SEE INSTRUCTIONS 2, 5 AND 6)

      To be completed ONLY if the exchange notes or any outstanding notes that are not tendered are to be issued in the name of someone other than the registered holder(s) of the outstanding notes whose name(s) appear(s) above.

Issue:

[ ] Outstanding notes not tendered, to:

[ ] Exchange notes, to:

Name(s)

Address

Telephone Number

(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER)
SPECIAL DELIVERY INSTRUCTIONS

(SEE INSTRUCTIONS 2, 5 AND 6)

     To be completed ONLY if exchange notes or any outstanding notes that are not tendered are to be sent to someone other than the registered holder(s) of the outstanding notes whose name(s) appear(s) above, or to such registered holder(s) at an address other than that shown above.

Mail:

[ ] Outstanding notes not tendered, to:

[ ] Exchange notes, to:

Name(s)

Address

Telephone Number

(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER)

INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

     1.     DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES; GUARANTEED DELIVERY PROCEDURES. This Letter of Transmittal is to be completed either if (a) certificates are to be forwarded herewith or (b) tenders are to be made pursuant to the procedures for tender by book-entry transfer set forth in “The Exchange Offer — Procedures for Tendering” in the prospectus. Certificates, or timely confirmation of a book-entry transfer of such outstanding notes into the exchange agent’s account at DTC, as well as this Letter of Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees and any other documents required by this Letter of Transmittal (or if applicable, an “agents message” (as defined above)), must be received by the exchange agent at its address set forth herein on or prior to the expiration date. The term “book-entry confirmation” means a timely confirmation of book-entry transfer of outstanding notes into the exchange agent’s account at DTC. Outstanding notes may be tendered in whole or in part only in integral multiples of $1,000.

     Holders who wish to tender their outstanding notes and: (i) whose certificates for such outstanding notes are not immediately available; (ii) who cannot deliver their certificates, this Letter of Transmittal and all other required documents to the exchange agent prior to the expiration date; or (iii) who cannot complete the procedures for delivery by book-entry transfer on a timely basis, may tender their outstanding notes by properly completing and duly executing a Notice of Guaranteed Delivery pursuant to the guaranteed delivery procedures set forth in “The Exchange Offer — Procedures for Tendering” in the prospectus. Pursuant to such procedures: (i) such tender must be made by or through an

     Eligible Institution (as defined below); (ii) a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form accompanying this Letter of Transmittal, must be received by the exchange agent prior to the expiration date; and (iii) the certificates (or a book-entry confirmation) representing all tendered outstanding notes, in proper form for transfer, together with a Letter of Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees and any other documents required by this Letter of Transmittal, must be received by the exchange agent within three New York Stock Exchange trading days after the date of execution of such

7

Notice of Guaranteed Delivery, all as provided in “The Exchange Offer — Procedures for Tendering” in the prospectus.

     The Notice of Guaranteed Delivery may be delivered by hand or transmitted by facsimile or mail to the exchange agent and must include a guarantee by an Eligible Institution in the form set forth in the Notice of Guaranteed Delivery. For outstanding notes to be properly tendered pursuant to the guaranteed delivery procedure, the exchange agent must receive a Notice of Guaranteed Delivery prior to the expiration date. As used herein and in the prospectus, “Eligible Institution” means a firm or other entity identified in Rule 17Ad-15 under the Exchange Act as “an eligible guarantor institution,” including (as such terms are defined therein): (i) a bank; (ii) a broker, dealer, municipal securities broker or dealer or government securities broker or dealer; (iii) a credit union; (iv) a national securities exchange, registered securities association or clearing agency; or (v) a savings association that is a participant in a Securities Transfer Association.

     THE METHOD OF DELIVERY OF OUTSTANDING NOTES, THIS LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND SOLE RISK OF THE TENDERING HOLDER, AND DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE EXCHANGE AGENT. INSTEAD OF DELIVERY BY MAIL, IT IS RECOMMENDED THAT HOLDERS USE AN OVERNIGHT OR HAND DELIVERY SERVICE. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE TIMELY DELIVERY AND PROPER INSURANCE SHOULD BE OBTAINED. NO LETTER OF TRANSMITTAL OR OUTSTANDING NOTES SHOULD BE SENT TO THE ISSUER. HOLDERS MAY REQUEST THEIR RESPECTIVE BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES OR NOMINEES TO EFFECT THESE TRANSACTIONS FOR SUCH HOLDERS.

     The Issuer will not accept any alternative, conditional or contingent tenders. Each tendering holder, by execution of a Letter of Transmittal (or facsimile thereof), waives any right to receive any notice of the acceptance of such tender.

     2.     GUARANTEE OF SIGNATURES. No signature guarantee on this Letter of Transmittal is required if: (i) this Letter of Transmittal is signed by the registered holder (which shall include any participant in DTC whose name appears on a security position listing as the owner of the outstanding notes) of outstanding notes tendered herewith, unless such holder has completed either the box entitled “Special Issuance Instructions” or the box entitled “Special Delivery Instructions” above; or (ii) such outstanding notes are tendered for the account of a firm that is an Eligible Institution. In all other cases, an Eligible Institution must guarantee the signature(s) on this Letter of Transmittal. SEE INSTRUCTION 5.

     3.     INADEQUATE SPACE. If the space provided in the box captioned “Description of Outstanding Notes Tendered” is inadequate, the certificate number(s) and/or the principal amount of outstanding notes and any other required information should be listed on a separate SIGNED schedule and attached to this Letter of Transmittal.

     4.     PARTIAL TENDERS AND WITHDRAWAL RIGHTS. Tenders of outstanding notes will be accepted only in integral multiples of $1,000. If less than all the outstanding notes evidenced by any certificate submitted are to be tendered, fill in the principal amount of outstanding notes that are to be tendered in the box entitled “Principal Amount Tendered (if less than all).” In such case, new certificate(s) for the remainder of the outstanding notes that were evidenced by the outstanding certificate(s) will be sent to the tendering holder, unless the appropriate boxes on this Letter of Transmittal are completed, promptly after the expiration date. All outstanding notes represented by certificates delivered to the exchange agent will be deemed to have been tendered unless otherwise indicated.

     Except as otherwise provided herein, tenders of outstanding notes may be withdrawn at any time prior to the expiration date. In order for a withdrawal to be effective, a written, telegraphic or facsimile transmission of such notice of withdrawal must be timely received by the exchange agent at its address set forth above prior to the expiration date. Any such notice of withdrawal must specify the name of the person who tendered the outstanding notes to be withdrawn, the aggregate principal amount of outstanding notes to be withdrawn, and (if certificates for such outstanding notes have been tendered) the name of the registered holder of the outstanding notes as set forth on the certificate(s), if different from that of the

8

person who tendered such outstanding notes. If certificates for outstanding notes have been delivered or otherwise identified to the exchange agent, the notice of withdrawal must specify the serial numbers on the particular certificates for the outstanding notes to be withdrawn and the signature on the notice of withdrawal must be guaranteed by an Eligible Institution, except in the case of outstanding notes tendered for the account of an Eligible Institution. If outstanding notes have been tendered pursuant to the procedures for book-entry transfer set forth in “The Exchange Offer — Procedures for Tendering,” the notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawal of outstanding notes and must otherwise comply with the procedures of DTC. Withdrawals of tenders of outstanding notes may not be rescinded. Outstanding notes properly withdrawn will not be deemed validly tendered for purposes of the exchange offer, but may be retendered at any subsequent time prior to the expiration date by following any of the procedures described in the prospectus under “The Exchange Offer — Procedures for Tendering.”

     All questions as to the validity, form and eligibility (including time of receipt) of such withdrawal notices will be determined by the Issuer, in its sole discretion, which determination shall be final and binding on all parties. None of the Issuer, any affiliates of the Issuer, the exchange agent or any other person shall be under any duty to give any notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification. Any outstanding notes which have been tendered but which are withdrawn will be returned to the holder thereof promptly after withdrawal.

     5.     SIGNATURES ON LETTER OF TRANSMITTAL, ASSIGNMENTS AND ENDORSEMENTS. If this Letter of Transmittal is signed by the registered holder(s) of the outstanding notes tendered hereby, the signature(s) must correspond exactly with the name(s) as written on the face of the certificate(s) or on a security position listing, without alteration, enlargement or any change whatsoever.

     If any of the outstanding notes tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal. If any tendered outstanding notes are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal (or facsimiles thereof) as there are names in which certificates are registered.

     If this Letter of Transmittal or any certificates or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and must submit proper evidence satisfactory to the Issuer, in its sole discretion, of such persons’ authority to so act.

     If this Letter of Transmittal is signed by a person other than the registered holder(s) of the outstanding notes listed and transmitted hereby, the certificate(s) must be endorsed or accompanied by appropriate bond power(s), signed exactly as the name(s) of the registered owner appear(s) on the certificate(s), and also must be accompanied by such opinions of counsel, certifications and other information as the Issuer or the trustee for the outstanding notes may require in accordance with the restrictions on transfer applicable to the outstanding notes. Signature(s) on such certificate(s) or bond power(s) must be guaranteed by an Eligible Institution.

     6.     SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. If exchange notes or certificates for outstanding notes not exchanged are to be issued in the name of a person other than the signer of this Letter of Transmittal, or are to be sent to someone other than the signer of this Letter of Transmittal or to an address other than that shown above, the appropriate boxes on this Letter of Transmittal should be completed. In the case of issuance in a different name, the taxpayer identification number of the person named must also be indicated. Holders tendering outstanding notes by book-entry transfer may request that outstanding notes not exchanged be credited to such account maintained at DTC as such holder may designate. If no such instructions are given, outstanding notes not exchanged will be returned by mail or, if tendered by book-entry transfer, by crediting the account indicated above maintained at DTC.

     7.     IRREGULARITIES. The Issuer will determine, in its sole discretion, all questions as to the form of documents, validity, eligibility (including time of receipt) and acceptance for exchange of any tender of outstanding notes, which determination shall be final and binding on all parties. The Issuer reserves the

9

absolute right, in its sole and absolute discretion, to reject any and all tenders determined by it not to be in proper form or the acceptance for exchange of which may, in the view of counsel to the Issuer, be unlawful. The Issuer also reserves the right, exercising reasonable discretion and subject to applicable law, to waive any of the conditions of the exchange offer set forth in the prospectus under “The Exchange Offer — Conditions to the Exchange Offer” or any defect or irregularity in any tender of outstanding notes of any particular holder whether or not similar defects or irregularities are waived in the case of other holders. The Issuer’s interpretation of the terms and conditions of the exchange offer (including this Letter of Transmittal and the instructions hereto) will be final and binding. No tender of outstanding notes will be deemed to have been validly made until all defects or irregularities with respect to such tender have been cured or waived. None of the Issuer, any affiliates of the Issuer, the exchange agent, or any other person shall be under any duty to give any notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification.

     8.     QUESTIONS, REQUESTS FOR ASSISTANCE AND ADDITIONAL COPIES. Questions and requests for assistance may be directed to the exchange agent at its address and telephone number set forth above. Additional copies of the prospectus, the Notice of Guaranteed Delivery and the Letter of Transmittal may be obtained from the exchange agent or from your broker, dealer, commercial bank, trust company or other nominee.

     9.     BACKUP WITHHOLDING; SUBSTITUTE FORM W-9. A holder whose tendered outstanding notes are accepted for exchange is required to provide the exchange agent with such holder’s correct taxpayer identification number (“TIN”) on Substitute Form W-9 below. If the exchange agent is not provided with the correct TIN, the Internal Revenue Service (the “IRS”) may subject the holder or other payee to a $50 penalty. In addition, any payments to such holders or other payees pursuant to the exchange offer may be subject to backup withholding at a rate of up to 30%.

     The box in Part III of the Substitute Form W-9 may be checked if the tendering holder has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future. If the box in Part III is checked, the holder or other payee must also complete the certificate of Awaiting Taxpayer Identification Number below. Notwithstanding that the box in Part III is checked and the Certificate of Awaiting Taxpayer Identification Number is completed, the exchange agent will withhold 30% of all payments made prior to the time a properly certified TIN is provided to the exchange agent. The exchange agent will retain such amounts withheld during the 60-day period following the date of the Substitute Form W-9. If the holder furnishes the exchange agent with its TIN within 60 days after the date of the Substitute Form W-9, the amounts retained during the 60-day period will be remitted to the holder and no further amounts shall be retained or withheld from payments made to the holder thereafter. If, however, the holder has not provided the exchange agent with its TIN within such 60-day period, amounts withheld will be remitted to the IRS as backup withholding. In addition, 30% of all payments made thereafter will be withheld and remitted to the IRS until a correct TIN is provided.

     The holder is required to give the exchange agent the TIN (e.g., social security number or employer identification number) of the registered owner of the outstanding notes or of the last transferee appearing on the transfers attached to, or endorsed on, the outstanding notes. If the outstanding notes are registered in more than one name or are not in the name of the actual owner, consult the Instructions to Form W-9 (Request for Identification Number and Certification) for additional guidance on which number to report.

     Certain holders (including, among others, corporations, financial institutions and certain foreign persons) may not be subject to these backup withholding and reporting requirements. Such holders should nevertheless complete the attached Substitute Form W-9 below, and write “exempt” on the face thereof, to avoid possible erroneous backup withholding. A foreign person may qualify as an exempt recipient by submitting a certified statement, signed under penalties of perjury, stating that its TIN is the correct taxpayer identification number and attesting to that holder’s exempt status from backup withholding. Please consult the Instructions to Form W-9 (Request for Identification Number and Certification) for additional guidance on which holders are exempt from backup withholding.

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     Backup withholding is not an additional U.S. federal income tax. Rather, the U.S. federal income tax liability of a person subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained.

     10.     MUTILATED, LOST, DESTROYED OR STOLEN CERTIFICATES. If any certificate representing outstanding notes has been mutilated, lost, destroyed or stolen, the holder should promptly notify the exchange agent. The holder will then be instructed as to the steps that must be taken in order to replace the certificate. This Letter of Transmittal and related documents cannot be processed until the procedures for replacing mutilated, lost, destroyed or stolen certificates have been followed.

     11.     SECURITY TRANSFER TAXES. Holders who tender their outstanding notes for exchange will be obligated to pay any transfer taxes in connection therewith, including in the event that the exchange notes are to be delivered to, or are to be issued in the name of, any person other than the registered holder of the outstanding notes tendered, or if a transfer tax is imposed for any reason other than the exchange of outstanding notes in connection with the exchange offer. The amount of any such transfer tax (whether imposed on the registered holder or any other persons) will be payable by the tendering holder. If satisfactory evidence of payment of such transfer tax or exemption therefrom is not submitted with the Letter of Transmittal, the amount of such transfer tax will be billed directly to such tendering holder.

     12.     WAIVER OF CONDITIONS. The Issuer reserves the absolute right to waive satisfaction of any or all conditions enumerated in the prospectus.

     13.     NO CONDITIONAL TENDERS. No alternative, conditional, irregular or contingent tenders will be accepted. All tendering holders of notes, by execution of this letter, shall waive any right to receive notice of the acceptance of their notes for exchange.

IMPORTANT:

THIS LETTER OF TRANSMITTAL (OR A FACSIMILE THEREOF), TOGETHER WITH
CERTIFICATES REPRESENTING TENDERED OUTSTANDING NOTES OR A BOOK ENTRY
CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED BY
THE EXCHANGE AGENT PRIOR TO THE EXPIRATION DATE.

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TO BE COMPLETED BY ALL TENDERING HOLDERS (SEE INSTRUCTION 9)

PAYER’S NAME: J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION

SUBSTITUTE FORM W-9	PART I — PLEASE PROVIDE YOUR TIN IN THE BOX AT THE RIGHT AND CERTIFY BY SIGNING AND DATING BELOW.		SOCIAL SECURITY NUMBER OR EMPLOYER IDENTIFICATION NUMBER
PAYOR’S REQUEST FOR	PART II — CERTIFICATION — Under penalties of perjury,		PART III —
TAXPAYER IDENTIFICATION NUMBER (“TIN”)	I certify that:		Awaiting TIN [ ]
	(1)	the number shown on this form is my correct Taxpayer Identification Internal Number (or I am waiting for a number to be issued to me);
	(2)	I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (the “IRS”) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding.
	(3)	I am a U.S. person; and
	(4)	Any other information provided on this form is true and correct.
	CERTIFICATION INSTRUCTIONS — You must cross out item (2) above if you have been notified by the IRS that you are subject to backup withholding because of underreporting interest or dividends on your tax return and you have not been notified by the IRS that you are no longer subject to backup withholding.
	Signature:                                                                Date:
	Printed
	Name:

NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY IN CERTAIN CIRCUMSTANCES RESULT IN BACKUP WITHHOLDING OF 30% OF ANY AMOUNTS PAID TO YOU PURSUANT TO THE EXCHANGE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF THE SUBSTITUTE FORM W-9.

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

     I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (1) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (2) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number by the time of payment, 30% of all payments made to me on account of the Exchange Notes shall be retained until I provide a taxpayer identification number to the Exchange Agent and that, if I do not provide my taxpayer identification number within 60 days, such retained amounts shall be remitted to the Internal Revenue Service as backup withholding and 30% of all reportable payments made to me thereafter will be withheld and remitted to the Internal Revenue Service until I provide a taxpayer identification number.

Signature: Date: , 2003

12

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE PAYER. Social Security numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the payer.

		GIVE THE
		SOCIAL SECURITY
FOR THIS TYPE OF ACCOUNT:		NUMBER OF:
1.	An individual’s account	The individual
2.	Two or more individuals (joint account)	The actual owner of the account or if combined funds, any one of the individuals(1)
3.	Husband and wife (joint account)	The actual owner of the account or, if joint funds, either person(1)
4.	Custodian account of a minor (Uniform Gift to Minors Act)	The minor(2)
5.	Adult and minor (joint account)	The adult or, if the minor is the only contributor, the minor(1)
6.	Account in the name of guardian or committee for a designated ward, minor, or incompetent person	The ward, minor, or incompetent person(3)
7.	a. The usual revocable savings trust account (grantor is also trustee) b. So-called trust account that is not a legal or valid trust under state law	The grantor-trustee(1) The actual owner(1)
8.	Sole Proprietorship account	The owner(4)

		GIVE THE
		SOCIAL SECURITY
FOR THIS TYPE OF ACCOUNT:		NUMBER OF:
9.	A valid trust, estate or pension trust	The legal entity (Do not furnish the identification number of the personal representative or trustee unless the legal entity itself is not designated in the account title)(5)
10.	Corporate account	The corporation
11.	Religious, charitable, or educational organization account	The organization
12.	Partnership account	The partnership
13.	Association, club, or other tax-exempt organization	The organization
14.	A broker or registered nominee	The broker or nominee
15.	Account with the Department of Agriculture in the name of a public entity (such as State or local government, school district, or prison), that received agricultural program payments.	The public entity.

(1)	List first and circle the name of the person whose number you furnish.
(2)	Circle the minor’s name and furnish the minor’s social security number.
(3)	Circle the ward’s, minor’s or incompetent person’s name and furnish such person’s social security number.
(4)	Show the name of the owner.
(5)	List first and circle the name of the legal trust, estate or pension trust.
Note: If no name is circled when there is more than one name, the number will be considered to be that of the first name listed.

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

OBTAINING A NUMBER

If you don’t have a taxpayer identification number or you don’t know your number, obtain Form SS-5, Application for a Social Security Number Card, for Form SS-4, Application for Employer Identification Number at the local office of the Social Security Administration or the Internal Revenue Service and apply for a number.

PAYEES EXEMPT FROM BACKUP WITHHOLDING

Payees specifically exempted from backup withholding on ALL payments include the following:

- A corporation.

- A financial institution.

- An organization exempt from tax under section 501(a) of the Internal Revenue Code of 1986, as amended (the “Code”), or an individual retirement plan.

- The United States or any agency or instrumentality thereof.

- A State, the District of Columbia, a possession of the United States, or any subdivision or instrumentality thereof.

- An international organization or any agency or instrumentality thereof.

- A registered dealer in securities or commodities registered in the United States or a possession of the United States.

- A real estate investment trust.

- A common trust fund operated by a bank under section 584(a) of the Code.

- An exempt charitable remainder trust, or a nonexempt trust described in section 4947(a) (1) of the Code.

- An entity registered at all times under the Investment Company Act of 1940.

- A foreign central bank of issue.

      Payments of dividends and patronage dividends not generally subject to backup withholding include the following:

- Payments to nonresident aliens subject to withholding under section 1441 of the Code.

- Payments to partnerships not engaged in a trade or business in the United States and which have at least one nonresident partner.

- Payments of patronage dividends where the amount received is not paid in money.

- Payments made by certain foreign organizations.

- Payments made to a nominee.

      Payments of interest not generally subject to backup withholding include the following:

- Payments of interest on obligations issued by individuals. Note: You may be subject to backup withholding if this interest is $600 or more and is paid in the course of the payer’s trade or business and you have not provided your correct taxpayer identification number to the payer.

- Payments of tax-exempt interest (including exempt-interest dividends under section 852 of the Code).

- Payments described in section 6049(b)(5) of the Code to non-resident aliens.

- Payments on tax-free covenant notes under section 1451 of the Code.

- Payments made by certain foreign organizations.

- Payments made to a nominee.

EXEMPT PAYEES DESCRIBED ABOVE MUST STILL COMPLETE THE SUBSTITUTE FORM W-9 TO AVOID POSSIBLE ERRONEOUS BACKUP WITHHOLDING. FILE SUBSTITUTE FORM W-9 WITH THE PAYER, REMEMBERING TO CERTIFY YOUR TAXPAYER IDENTIFICATION NUMBER ON THE FORM, WRITE “EXEMPT” ON THE FACE OF THE FORM AND SIGN AND DATE THE FORM AND RETURN IT TO THE PAYER.

     Payments that are not subject to information reporting are also not subject to backup withholding. For details, see sections 6041, 6041(A) (a), 6042, 6044, 6045, 6049, 6050A, and 6050N of the Code and their regulations.

     PRIVACY ACT NOTICE.—Section 6109 requires most recipients of dividends, interest, or other payments to give taxpayer identification numbers to payers who must report the payments to IRS. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. Payers must be given the numbers whether or not recipients are required to file a tax return. Payers must generally withhold 30% of taxable interest, dividends and certain other payments to a payee who does not furnish a taxpayer identification number to a payer. Certain penalties may also apply.

PENALTIES

(1)  PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER.—If you fail to furnish your taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

(2)  CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING.—If you make a false statement with no reasonable basis which results in no imposition of backup withholding, you are subject to a penalty of $500.

(3)  CRIMINAL PENALTY FOR FALSIFYING INFORMATION.—Falsifying certificates or affirmations may subject you to criminal penalties including fines and/or imprisonment.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX
CONSULTANT OR THE INTERNAL REVENUE SERVICE.

EX-99.2 11 g82127exv99w2.htm EX-99.2 FORM OF LETTER TO REGISTERED SHAREHOLDERS

EXHIBIT 99.2

SUSQUEHANNA MEDIA CO.

OFFER TO EXCHANGE ITS
7 3/8% SENIOR SUBORDINATED EXCHANGE NOTES DUE 2013
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
FOR ANY AND ALL OF ITS OUTSTANDING
7 3/8% SENIOR SUBORDINATED NOTES DUE 2013
PURSUANT TO THE PROSPECTUS DATED     , 2003

TO: REGISTERED HOLDERS AND DEPOSITORY TRUST COMPANY PARTICIPANTS:

     Susquehanna Media Co. (the “Issuer”) is offering to exchange, upon and subject to the terms and conditions set forth in the enclosed prospectus, dated        , 2003 (the “Prospectus”), and the enclosed letter of transmittal (the “Letter of Transmittal”), up to $150,000,000 in aggregate principal amount of its 7 3/8% Senior Subordinated Exchange Notes due 2013, which have been registered under the Securities Act of 1933 (the “exchange notes”), for up to $150,000,000 in aggregate principal amount of its outstanding 7 3/8% Senior Subordinated Notes due 2013 (the “outstanding notes”). The exchange offer is being made in order to satisfy certain of Issuer’s obligations contained in the Registration Rights Agreement dated as of April 23, 2003, among the Issuer, Banc of America Securities LLC and Wachovia Securities, Inc.

     In connection with the exchange offer, we are requesting that you contact your clients for whom you hold outstanding notes registered in your name or in the name of your nominee, or who hold outstanding notes registered in their own names. The Issuer, Banc of America Securities LLC and Wachovia Securities, Inc. will not pay any fees or commissions to any broker, dealer or other person in connection with the solicitation of tenders pursuant to the exchange offer. However, you will, upon request, be reimbursed for reasonable out-of-pocket expenses incurred in connection with soliciting acceptances of the exchange offer. You will be responsible for the payment of transfer taxes, if any, applicable to the exchange of outstanding notes pursuant to the exchange offer.

     For your information and for forwarding to your clients, we are enclosing the following documents:

     1. The Prospectus dated   , 2003;

     2. A Letter of Transmittal for your use and for the information of your clients;

     3. A form of Notice of Guaranteed Delivery; and

     4. A form of letter which may be sent to your clients for whose account you hold outstanding notes registered in your name or the name of your nominee, with space provided for obtaining such clients’ instructions with regard to the exchange offer.

     YOUR PROMPT ACTION IS REQUESTED. THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                    , 2003 (THE “EXPIRATION DATE”), UNLESS EXTENDED BY THE ISSUER (IN WHICH CASE THE TERM “EXPIRATION DATE” SHALL MEAN THE LATEST DATE AND TIME TO WHICH THE EXCHANGE OFFER IS EXTENDED). THE OUTSTANDING NOTES TENDERED PURSUANT TO THE EXCHANGE OFFER MAY BE WITHDRAWN, SUBJECT TO THE PROCEDURES DESCRIBED IN THE PROSPECTUS AND THE LETTER OF TRANSMITTAL, AT ANY TIME PRIOR TO THE EXPIRATION DATE.

     To participate in the exchange offer, a duly executed and properly completed Letter of Transmittal (or facsimile thereof), with any required signature guarantees and any other required documents, should be sent to the exchange agent and certificates representing the outstanding notes should be delivered to the

exchange agent, all in accordance with the instructions set forth in the Prospectus and the Letter of Transmittal.

     If holders of outstanding notes wish to tender, but it is impracticable for them to forward their certificates for outstanding notes prior to the expiration of the exchange offer or to comply with the book-entry transfer procedures on a timely basis, a tender may be effected by following the guaranteed delivery procedures described in the Prospectus and the Letter of Transmittal.

     Any inquiries you may have with respect to the exchange offer, or requests for additional copies of the enclosed materials, should be directed to the exchange agent for the outstanding notes, at its address and telephone number set forth in the Prospectus.

Very truly yours,

SUSQUEHANNA MEDIA CO.

     NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER PERSON AS AN AGENT OF THE ISSUER OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF EITHER OF THEM WITH RESPECT TO THE EXCHANGE OFFER, EXCEPT FOR THE ENCLOSED DOCUMENTS AND THE STATEMENTS EXPRESSLY MADE IN THE PROSPECTUS OR THE LETTER OF TRANSMITTAL.

2 EX-99.3 12 g82127exv99w3.htm EX-99.3 FORM OF LETTER TO CLIENTS

EXHIBIT 99.3

SUSQUEHANNA MEDIA CO.

OFFER TO EXCHANGE ITS
7 3/8% SENIOR SUBORDINATED EXCHANGE NOTES DUE 2013
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
FOR ANY AND ALL OF ITS OUTSTANDING
7 3/8% SENIOR SUBORDINATED NOTES DUE 2013
PURSUANT TO THE PROSPECTUS DATED     , 2003

TO OUR CLIENTS:

     Enclosed for your consideration is a prospectus, dated   , 2003 (the “prospectus”), and a form of letter of transmittal (the “Letter of Transmittal”), relating to the offer (the “exchange offer”) of Susquehanna Media Co. (the “Issuer”) to exchange its 7 3/8% Senior Subordinated Exchange Notes due 2013, which have been registered under the Securities Act of 1933 (the “exchange notes”), for any and all of its outstanding 7 3/8% Senior Subordinated Notes due 2013 (the “outstanding notes”), upon the terms and subject to the conditions described in the prospectus and the Letter of Transmittal. The exchange offer is being made in order to satisfy certain of the Issuer’s obligations contained in the Registration Rights Agreement dated as of April 23, 2003, among the Issuer, Banc of America Securities LLC and Wachovia Securities, Inc.

     This material is being forwarded to you as the beneficial owner of the outstanding notes carried by us in your account but not registered in your name. A TENDER OF SUCH OUTSTANDING NOTES MAY ONLY BE MADE BY US AS THE HOLDER OF RECORD AND PURSUANT TO YOUR INSTRUCTIONS.

     Accordingly, we request instructions as to whether you wish us to tender on your behalf the outstanding notes held by us for your account, pursuant to the terms and conditions set forth in the enclosed prospectus and Letter of Transmittal. We urge you to read carefully the prospectus and Letter of Transmittal before instructing us to tender any outstanding notes you hold.

     Your instructions should be forwarded to us as promptly as possible in order to permit us to tender the outstanding notes on your behalf in accordance with the provisions of the exchange offer. THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                    , 2003, UNLESS EXTENDED BY THE ISSUER (THE “EXPIRATION DATE”). Any outstanding notes tendered pursuant to the exchange offer may be withdrawn, subject to the procedures described in the prospectus and the Letter of Transmittal, at any time prior to the expiration date.

     If you wish to have us tender your outstanding notes, please so instruct us by completing, executing and returning to us the instruction form included with this letter.

     THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR INFORMATION ONLY AND MAY NOT BE USED DIRECTLY BY YOU TO TENDER OUTSTANDING NOTES.

     None of the outstanding notes held by us for your account will be tendered unless we receive written instructions from you to do so. Unless a specific contrary instruction is given in the space provided, your signature(s) hereon shall constitute an instruction to us to tender ALL the outstanding notes held by us for your account.

INSTRUCTIONS WITH RESPECT TO
THE EXCHANGE OFFER

     The undersigned acknowledge(s) receipt of your letter and the enclosed material referred to therein, including the prospectus and the accompanying form of Letter of Transmittal, relating to the exchange offer made by the Issuer with respect to its outstanding notes.

     This will instruct you as to the action to be taken by you relating to the exchange offer with respect to the outstanding notes held by you for the account of the undersigned, upon and subject to the terms and conditions set forth in the prospectus and the Letter of Transmittal.

     The aggregate principal amount of the outstanding notes held by you for the account of the undersigned is (fill in amount):

     $        of the 7 3/8% Senior Subordinated Notes due 2013

     With respect to the exchange offer, the undersigned hereby instructs you (check appropriate box):

     [  ] TO TENDER the following outstanding notes held by you for the account of the undersigned (insert aggregate principal amount at maturity of outstanding notes to be tendered, in integral multiples of $1,000):

     $        of the 7 3/8% Senior Subordinated Notes due 2013

     [  ] NOT to tender any outstanding notes held by you for the account of the undersigned.

     If the undersigned instructs you to tender the outstanding notes held by you for the account of the undersigned, it is understood that you are authorized to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations, warranties and agreements contained in the Letter of Transmittal that are to be made with respect to the undersigned as beneficial owner.

SIGN HERE

Name of beneficial owner(s):

Signature(s):

Name(s) (please print):

Address:

Telephone Number:

Taxpayer Identification or Social Security Number(s):

Date:

2 EX-99.4 13 g82127exv99w4.htm EX-99.4 FORM OF NOTICE OF GUARANTEED DELIVERY

EXHIBIT 99.4

NOTICE OF GUARANTEED DELIVERY
FOR TENDER OF
7 3/8% SENIOR SUBORDINATED NOTES DUE 2013
(THE “OUTSTANDING NOTES”)
OF

SUSQUEHANNA MEDIA CO.

     This Notice of Guaranteed Delivery, or one substantially equivalent to this form, must be used to tender outstanding notes pursuant to the exchange offer described in the prospectus dated         , 2003 (as the same may be amended or supplemented from time to time, the “prospectus”) of Susquehanna Media Co., a Delaware corporation (the “Issuer”), if certificates for the outstanding notes are not immediately available, or time will not permit the outstanding notes, the Letter of Transmittal and all other required documents to be delivered to J.P. Morgan Trust Company, National Association (the “exchange agent”) prior to 5:00 p.m., New York City time, on , 2003 or such later date and time to which the exchange offer may be extended (the “expiration date”), or the procedures for delivery by book-entry transfer cannot be completed on a timely basis. This Notice of Guaranteed Delivery, or one substantially equivalent to this form, must be delivered by hand or sent by facsimile transmission or mail to the exchange agent, and must be received by the exchange agent prior to the expiration date. See “The Exchange Offer — Procedures for Tendering” in the prospectus. Capitalized terms used but not defined herein shall have the same meaning given them in the prospectus.

The exchange agent
for the exchange offer is:

J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION

By Facsimile:	By Mail or Hand Delivery:
(214) 468-6494	J.P. Morgan Trust Company, National Association
Attention: Frank Ivins	2001 Bryan Street
Confirm by Telephone to: (214) 468-6464	9th Floor
	Dallas, Texas 75201 Attention: Frank Ivins

     DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF THIS NOTICE OF GUARANTEED DELIVERY VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.

     This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an “Eligible Institution” under the instructions thereto, such signature guarantee must appear in the applicable space provided in the signature box on the Letter of Transmittal.

Ladies and Gentlemen:

     The undersigned hereby tenders to the Issuer, upon the terms and subject to the conditions set forth in the prospectus and the related Letter of Transmittal, the outstanding notes indicated below pursuant to the guaranteed delivery procedures set forth in the prospectus under the caption “The Exchange Offer — Procedures for Tendering.”

Name(s) of Registered Holder(s):
	(PLEASE PRINT OR TYPE)
Signature(s):
Address(es):
Area Code(s) and Telephone Number(s):
Account Number:
Date:

CERTIFICATE NO(S).	PRINCIPAL AMOUNT OF OUTSTANDING
(IF AVAILABLE)	NOTES TENDERED*

* Must be in integral multiples of $1,000 principal amount.

GUARANTEE OF DELIVERY
(NOT TO BE USED FOR SIGNATURE GUARANTEE)

The undersigned, a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or a correspondent in the United States or an “eligible guarantor institution” within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, hereby guarantees that the undersigned will deliver to the exchange agent the certificates representing the outstanding notes being tendered hereby in proper form for transfer (or a confirmation of book-entry transfer of such outstanding notes, into the exchange agent’s account at the book-entry transfer facility of The Depository Trust Company (“DTC”)) with delivery of a properly completed and duly executed Letter of Transmittal (or facsimile thereof), with any required signature guarantees and any other required documents, all within three New York Stock Exchange trading days after the date of execution of the Notice of Guaranteed Delivery.

Name of Firm:

Authorized Signature:

Name:

(PLEASE PRINT OR TYPE)

Address:

Title:

Telephone Number:

Dated:

The institution that completes this form must communicate the guarantee to the exchange agent and must deliver the certificates representing any outstanding notes (or a confirmation of book-entry transfer of such outstanding notes into the exchange agent’s account at DTC) and the Letter of Transmittal to the exchange agent within the time period shown herein. Failure to do so could result in a financial loss to such institution.

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EX-4.4

EX-4.4 INDENTURE FOR 7 3/8% SENIOR SUB. NOTES

EX-4.7

EX-4.7 REGISTRATION RIGHTS AGREEMENT

EX-5.1

EX-5.1 OPINION OF HUNTON & WILLIAMS

EX-12

EX-12 STATEMENT REGARDING COMPUTATION OF RATIOS

EX-23.2

EX-23.2 CONSENT OF KPMG LLP

EX-23.3

EX-23.3 CONSENT OF PRICEWATERHOUSECOOPERS LLP

EX-25.1

EX-25.1 STMT OF ELIGIBILITY & QUALIFICATION

EX-99.1

EX-99.1 FORM OF LETTER OF TRANSMITTAL

EX-99.2

EX-99.2 FORM OF LETTER TO REGISTERED SHAREHOLDERS

EX-99.3

EX-99.3 FORM OF LETTER TO CLIENTS

EX-99.4

EX-99.4 FORM OF NOTICE OF GUARANTEED DELIVERY