<PAGE>
                                                                  EXHIBIT 10.1.3

                           AMENDMENT NO. 3 AND CONSENT

            AMENDMENT NO. 3, dated as of May 15, 2000, (this "Amendment No. 3")
among SUSQUEHANNA MEDIA CO., a Delaware corporation (the "Company"); the
Subsidiaries of the Company referred to in the Credit Agreement (defined below),
(the "Subsidiary Guarantors"); the financial institutions referred to as
"LENDERS" in the Credit Agreement, (the "Lenders"); and FIRST UNION NATIONAL
BANK, a national banking association, as agent for the Lenders (in such
capacity, together with its successors in such capacity, the "Agent").

            The Company, the Lenders and the Agent are parties to a certain
Credit Agreement, dated as of May 12, 1999, as amended by Amendment No. 1 dated
July 19, 1999, and Amendment No. 2 dated November 18, 1999 (as so amended, the
"Credit Agreement"), which provides for certain extensions of credit to the
Company, subject to certain conditions. The Company has proposed to acquire
KCFX-FM, KCMO-FM and KCMO-AM in Kansas City, Missouri from Entercom
Communications Corp. The Lenders now wish to consent to the Kansas City
Acquisition, as required by the Credit Agreement. In addition, the parties wish
to amend the Credit Agreement to allow for certain further Acquisitions without
the consent of the Lenders. Accordingly, the parties hereto agree as follows.

            SECTION 1. DEFINITIONS. Except as otherwise defined in this
Amendment No. 3, terms defined in the Credit Agreement are used herein as
defined therein.

            SECTION 2. AMENDMENT TO CREDIT AGREEMENT.

                  2.1 CALCULATION OF CUMULATIVE CONSIDERATION FOR ACQUISITIONS.

Paragraph (e) of Section 7.3.3 of the Credit Agreement is amended in its
entirety to read as follows so that the Kansas City Acquisition will not be
included in the calculation of the amount of consideration for purposes of that
provision:

                        "without the prior written approval of the Requisite
            Lenders, which, approval may be granted or withheld in the sole
            discretion of Requisite Lenders, no Acquisition may be made if the
            aggregate consideration paid or payable in respect of all
            Acquisitions (other than the Kansas City Acquisition) from and after
            the Closing Date, including the proposed Acquisition, exceeds One
            Hundred Million Dollars ($100,000,000), provided that approval of
            the Requisite Lenders shall not be required for any Acquisition even
            if the consideration paid and payable for such Acquisition, together
            with the consideration paid and payable for all other Acquisitions
            (other than the Kansas City Acquisition) from and after the Closing
            Date, exceeds $100,000,000 if the Consolidated Leverage Ratio is
            below 4.50:1 (measured as of the end of the last fiscal quarter with
            respect to which quarterly or annual financial statements of the
            Company and its Subsidiaries have been furnished to Lenders, and
            taking into account
<PAGE>
            Indebtedness incurred since such date) at the time of the execution
            of the definitive agreement relating to the Acquisition, both before
            giving effect to the Acquisition and on a Pro Forma Basis after
            giving effect to the Acquisition. If the aggregate amount of
            consideration paid and payable in respect of Acquisitions (other
            than the Kansas City Acquisition) from and after the Closing Date
            exceeds $100,000,000 at any time, and at any time thereafter the
            Consolidated Leverage Ratio equals or exceeds 4.50:1, any
            additional Acquisition shall require the prior written approval of
            the Requisite Lenders;"

                  2.2 ADDITIONAL DEFINITION. Section 10.1 of the Credit
Agreement is amended to add the following defined term in its correct
alphabetical location:

            Kansas City Acquisition: the acquisition of stations KCFX-FM,
            KCMO-FM and KCMO-AM in Kansas City, Missouri from Entercom
            Communications Corp. pursuant to the terms of this Agreement.

            SECTION 3. CONSENT TO ACQUISITION. The Lenders hereby consent to the
Kansas City Acquisition as required by Sections 7.3.3(d) and 7.3.3(e) of the
Credit Agreement. Such consent is conditioned upon the Company complying with
all other Sections of the Credit Agreement in connection with the Kansas City
Acquisition, including, but not limited to, Sections 7.3.3 (a) through (c),
7.3.3 (f) through (g), 7.3.3 (i) through (j) and 7.26.2, and such consent shall
not act as a waiver of the provisions of any Section of the Credit Agreement,
except as provided in Section 4 below.

            SECTION 4. WAIVER OF SECTION 7.3.3(H) OF THE CREDIT AGREEMENT. The
Lenders hereby waive compliance with Section 7.3.3(h) of the Credit Agreement in
connection with the Kansas City Acquisition and consent to any FCC Licenses
acquired in the Kansas City Acquisition being held by a Subsidiary which is not
a Radio License Subsidiary. This waiver applies solely to the Kansas City
Acquisition and not to any other transaction.

            SECTION 5. MISCELLANEOUS.

                  5.1 COUNTERPARTS. This Amendment No. 3 may be executed in
counterparts and by different parties hereto in separate counterparts, each of
which, when executed and delivered, shall be deemed to be an original and all of
which, when taken together, shall constitute one and the same instrument. A
photocopied or facsimile signature shall be deemed to be the functional
equivalent of a manually executed original for all purposes.

                  5.2 RATIFICATION. The Credit Agreement, as amended by this
Amendment No. 3, and the other Loan Documents are, and shall continue to be, in
full force and effect and are hereby in all respects confirmed, approved and
ratified.


                                       2
<PAGE>
            IN WITNESS WHEREOF, the undersigned have caused this Amendment No. 3
to be duly executed by their respective, duly authorized officers as of the date
first above written.

                                                     SUSQUEHANNA MEDIA CO.

                                                     By: Alan L. Brayman
                                                         -------------------
                                                     Name: Alan L. Brayman
                                                     Title: Treasurer


         GUARANTORS:

                                         SUSQUEHANNA CABLE CO.

                                         SUSQUEHANNA CABLE INVESTMENT CO.

                                         CABLE TV OF EAST PROVIDENCE, INC.

                                         CASCO CABLE TELEVISION, INC.

                                         CASCO CABLE TELEVISION OF BATH, MAINE

                                         SBC CABLE CO.

                                         YORK CABLE TELEVISION, INC.

                                         SUSQUEHANNA RADIO CORP.

                                         RADIO CINCINNATI, INC.

                                         RADIO INDIANAPOLIS, INC.

                                         RADIO METROPLEX, INC.

                                         TEXAS STAR RADIO, INC.

                                         RADIO SAN FRANCISCO, INC.

                                         KRBE CO.

                                         KNBR, INC.

                                         BAY AREA RADIO CORP.


                                       3
<PAGE>
                                         WSBA LICO, INC.

                                         WVAE LICO, INC.

                                         WNNX LICO, INC.

                                         KNBR LICO, INC.

                                         KRBE LICO, INC.

                                         INDIANAPOLIS RADIO LICENSE CO.

                                         SUSQUEHANNA DATA SERVICES, INC.

                                         SUSQUEHANNA FIBER SYSTEMS, INC.

                                         MEDIA PCS VENTURES, INC.

                                         KFFG LICO, INC.

                                         KPLX RADIO, INC.

                                         KPLX LICO, INC.

                                         KLIF BROADCASTING, INC.

                                         KLIF LICO, INC.

                                         KLIF RADIO, INC.

                                         INDY LICO, INC.

                                         WRRM LICO, INC.

                                         WFTVIS LICO, INC.

                                         By: Alan L. Brayman
                                            --------------------
                                             Alan L. Brayman, on behalf of each
                                             of the foregoing as Treasurer


                                       4
<PAGE>
                               KPLX LIMITED PARTNERSHIP, by KPLX Radio, Inc.,
                               its General Partner

                               KLIF BROADCASTING LIMITED PARTNERSHIP, by
                               KLIF Radio, Inc., its General Partner

                               By: Alan L. Brayman
                                  --------------------
                                   Alan L. Brayman on behalf of each of the
                                   foregoing as Treasurer of the General Partner


                                       5
<PAGE>
Lenders:*

                               FIRST UNION NATIONAL BANK, in its capacity
                               as an Agent and a Lender

                               By: Elizabeth Elmore
                                   --------------------
                                   Name: Elizabeth Elmore
                                   Title: Senior Vice President

----------
*Company to provided updated Lender list.


                                       6
<PAGE>
                               BANK OF AMERICA, N.A., in its capacity
                               as a Managing Agent and a Lender

                               By: Roselyn Drake
                                  ------------------
                                  Name: ROSELYN DRAKE
                                  Title: MANAGING DIRECTOR


                                       7
<PAGE>
                               UNION BANK OF CALIFORNIA, N.A., in its
                               capacity as a Managing Agent and a Lender

                               By: JENNY DONGO
                                  ----------------
                               Name: JENNY DONGO
                               Title: VICE PRESIDENT


                                       8
<PAGE>
                               KEY CORPORATE CAPITAL INC. in its
                               capacity as a Managing Agent and a Lender

                               By: AMY CIANO
                                  --------------
                               Name: Amy Ciano
                               Title: Vice President


                                       9
<PAGE>
                               MELLON BANK, N.A.

                               By: Nancy E. Gale
                                  ------------------
                               Name: Nancy E. Gale
                               Title: Assistant Vice President


                                       10
<PAGE>
                               SUMMIT BANK

                               By: Michael A. Cerullo
                                  -----------------------
                               Name: Michael A. Cerullo
                               Title: Vice President


                                       11
<PAGE>
                               THE BANK OF NOVA SCOTIA

                               By: Vincent J. Fitzgerald, Jr.
                                  -------------------------------
                               Name: VINCENT J. FITZGERALD, JR.
                               Title: AUTHORIZED SIGNATORY


                                       12
<PAGE>
                               ABN AMRO BANK N.V.

                               By:
                                  -------------------------------
                               Name:
                               Title:

                               By:
                                  -------------------------------
                               Name:
                               Title:


                                       13
<PAGE>
                               BANK OF MONTREAL

                               BY: Ola Anderssen
                                  ------------------
                               Name: OLA ANDERSSEN
                               Title: DIRECTOR


                                       14

<PAGE>
                               PNC BANK, NATIONAL ASSOCIATION

                               By: Karen L. Kooman
                                  --------------------
                               Name: Karen L. Kooman
                               Title: Assistant Vice President


                                       15
<PAGE>
                               SunTrust Bank
                               as successor for

                               CRESTAR BANK

                               By: J. Eric Millham
                                  --------------------
                               Name:  J. Eric Millham
                               Title: Director


                                       16
<PAGE>
                               U.S. BANK NATIONAL ASSOCIATION

                               By: Peter Bentley
                                  ------------------
                               Name: Peter Bentley
                               Title: SVP


                                       17
<PAGE>
                               BANK OF HAWAII

                               By:
                                  --------------------
                               Name:
                               Title:


                                       18
<PAGE>
                               FIRST HAWAIIAN BANK

                               By: SEYDOU DIALLO
                                  --------------------
                               Name: Seydou Diallo
                               Title: Media Finance Officer


                                       19
<PAGE>
                               ALLFIRST BANK

                               By:  Timothy A. Knabe
                                  --------------------
                               Name: TIMOTHY A. KNABE
                               Title: VICE PRESIDENT


                                       20
<PAGE>
                               THE CIT GROUP/EQUIPMENT FINANCING, INC.

                               By:  Barry Blailock
                                  --------------------
                               Name: BARRY BLAILOCK
                               Title: ASSISTANT VICE PRESIDENT/CREDIT


                                       21
<PAGE>
                     GENERAL ELECTRIC CAPITAL CORPORATION

                     By:  Karl Kieffer
                        -----------------              --------------------
                     Name: Janet K. Williams           KARL KIEFFER
                     Title: Duly Authorized Signatory  DULY AUTHORIZED SIGNATORY


                                       22
<PAGE>
                               CREDIT INDUSTRIEL ET COMMERCIAL

                               By:  Marcus Edward
                                  ------------------
                               Name: Marcus Edward
                               Title: Vice President

                               By:  Anthony Rock
                                  ------------------
                               Name: Anthony Rock
                               Title: Vice President


                                       23
<PAGE>
                               NATIONAL CITY BANK OF PENNSYLVANIA

                               By:   W. Christopher Kohler
                                  --------------------------
                               Name:  W. Christopher Kohler
                               Title: Assistant Vice President


                                       24
<PAGE>
                               MICHIGAN NATIONAL BANK

                               By:  Jeffrey W. Billig
                                  ----------------------
                               Name:  Jeffrey W. Billig
                               Title: Vice President


                                       25
<PAGE>
                               MORGAN STANLEY DEAN WITTER PRIME
                               INCOME TRUST

                               By:  Sheila Finnerty
                                  --------------------
                               Name: SHEILA FINNERTY
                               Title: SR VICE PRESIDENT


                                       26
<PAGE>
                               THE TRAVELERS INSURANCE COMPANY

                               By:  Allen R. Cantrell
                                  ----------------------
                               Name:  ALLEN R. CANTRELL
                               Title: Investment Officer


                                       27
<PAGE>
[Intentionally Left Blank]

                                       28
<PAGE>
                               FIRSTRUST BANK

                               By:  Kent Nelson
                                  ----------------
                               Name: Kent Nelson
                               Title: Vice President


                                       29
<PAGE>
                               CITY NATIONAL BANK

                               By:  Aaron Cohen
                                  ----------------
                               Name: Aaron Cohen
                               Title: Vice President


                                       30
<PAGE>
                               BROWN BROTHERS HARRIMAN & CO.

                               By:  J. Clark O'Donoghue
                                  --------------------
                               Name: J. Clark O'Donoghue
                               Title: Senior Vice President


                                       31
<PAGE>
                               TRAVELERS CORPORATE LOAN FUND INC.
                               BY: TRAVELERS ASSET MANAGEMENT INTERNATIONAL
                                   COMPANY LLC

                               By:  Allen R. Cantrell
                                  ----------------------
                               Name:  ALLEN R. CANTRELL
                               Title: Investment Officer


                                       32
<PAGE>
                               SENIOR DEBT PORTFOLIO
                               BY: BOSTON MANAGEMENT AND RESEARCH,
                               AS INVESTMENT ADVISOR

                               By:
                                  ---------------------------------
                               Name:
                               Title:


                               INSTITUTIONAL SENIOR LOAN FUND
                               BY: BOSTON MANAGEMENT AND RESEARCH,
                               AS INVESTMENT ADVISOR

                               By:
                                  ---------------------------------
                               Name:
                               Title:

                               OXFORD STRATEGIC INCOME FUND
                               BY: BOSTON MANAGEMENT AND RESEARCH,
                               AS INVESTMENT ADVISOR

                               By:
                                  ---------------------------------
                               Name:
                               Title:


                                       33
<PAGE>
                               ELC (CAYMAN) LTD. CD0 SERIES 1999-I

                               By:  Adrienne Musgnug
                                  --------------------
                               Name:  Adrienne Musgnug
                               Title: Vice President


                                       34
<PAGE>
                               HIGHLAND CAPITAL MGMT. (DAL)

                               By:
                                  ---------------------------------
                               Name:
                               Title:


                                       35
<PAGE>
                               SEQUILS-PILGRIM I, LTD.
                               BY: PILGRIM INVESTMENTS,
                                   INC., AS ITS INVESTMENT MANAGER

                               By:
                                  ---------------------------------
                               Name:
                               Title:


                               ML CLO XX PILGRIM AMERICA
                               (CAYMAN) LTD.
                               BY: PILGRIM INVESTMENTS, INC.,
                                   AS ITS INVESTMENT MANAGER

                               By:
                                  ---------------------------------
                               Name:
                               Title:


                               PILGRIM PRIME RATE TRUST
                               BY: PILGRIM INVESTMENTS, INC.,
                                   AS ITS INVESTMENT MANAGER

                               By:
                                  ---------------------------------
                               Name:
                               Title:


                                       36
<PAGE>
                               MERRILL LYNCH SENIOR FLOATING
                               RATE FUND, INC.

                               By:
                                  ---------------------------------
                               Name:
                               Title:


                               MERRILL LYNCH GLOBAL INVESTMENT
                               SERIES:
                               BANK LOAN INCOME PORTFOLIO
                               BY: MERRILL LYNCH ASSET MANAGEMENT, L.P.,
                                   AS INVESTMENT ADVISOR

                               By:
                                  ---------------------------------
                               Name:
                               Title:


                                       37


<PAGE>

The Credit Agreement and the other Loan Documents are, and shall continue to be,
in full force and effect and are hereby in all respects confirmed, approved and
ratified, subject to the requested amendments if approved by you. Please
indicate your approval by signing a counterpart of this letter agreement and
returning the same to

                        Jill Bronson
                        Drinker Biddle & Reath LLP
                        One Logan Square
                        18th and Cherry Street
                        Philadelphia, PA 19103-6996
                        Fax: 215-988-2757.

As you know Drinker Biddle & Reath LLP is counsel to the Agent on this matter.
Please send Jill a faxed signature page as well as a hard copy by overnight
mail.

      If you have any questions of a business matter, please call Elizabeth
Elmore at 215-786-4321, Senior Vice President in charge of this credit for
the Agent. Jill Bronson, at 215-988-2665, will address any questions of a legal
nature. Thank you.

                                Very Truly Yours,

                                SUSQUEHANNA MEDIA CO., FOR ITSELF AND ON BEHALF
                                OF THE SUBSIDIARY GUARANTORS


                                By: Alan L. Brayman
                                    -----------------------------------
                                Name: Alan L. Brayman
                                Title: Treasurer

Agreed to by:

ELC (Cayman) Ltd. CDO Series 1999-I
----------------------------------------
Name of Lender


By: Jeanette W. Bumgarner
    ------------------------------------
Name:  Jeanette W. Bumgarner
Title: Vice President

FIRST UNION NATIONAL BANK,
As Agent and a Lender

By: Elizabeth Elmore
   -------------------------------------
Name: Elizabeth Elmore
Title: Senior Vice President


                                        2