<PAGE>
                                                                  Exhibit 10.1.1

                                 AMENDMENT NO. 1

      AMENDMENT NO. 1, dated as of July 19, 1999, (this "Amendment No. 1") 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, (the "Credit Agreement"), which provides
for certain extensions of credit to the Company, subject to certain conditions.
The parties now wish to make some technical amendments to the Credit Agreement
(a) to expand the definition of "Fund" and (b) to provide for registration of
Notes and Loans. In addition, the parties wish to add a savings clause to the
Subsidiary Suretyship delivered in connection with the Credit Agreement.
Accordingly, the parties hereto agree as follows.

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

      SECTION 2. AMENDMENTS TO CREDIT AGREEMENT. The Credit Agreement is amended
as follows:

      2.1 REGISTRATION OF NOTES AND LOANS. Section 1.5 of the Credit Agreement
is amended in each of the following respects:

            (i) by renaming the caption thereto as "NOTES: REGISTRATION";

            (ii) by inserting a subcaption "(a) Notes." prior to the first
      paragraph thereof; and

            (iii) by adding the following at the end thereof:

                        (b) Request for Registration. Any Lender may request the
                  Company (through the Agent), to register its Loans as provided
                  in paragraph (d) below and, if such Loans are otherwise
                  evidenced by a Note, to issue such Lender's Note, or to
                  exchange such Note for a new Note, registered as provided in
                  paragraph (d) below (a "REGISTERED NOTE"). A Registered Note
                  may not be exchanged for a Note that is not in registered
                  form. A Registered Note shall be deemed to be and shall be a
                  Note for all purposes of this Agreement and the other Loan
                  Documents.
<PAGE>
                        (c) Delivery of Tax Forms. Each Lender that is not
                  formed under the laws of the United States or political
                  subdivision thereof that requests or holds a Registered Note
                  pursuant to the preceding paragraph (b) or registers its Loans
                  pursuant to the preceding paragraph (b) (a "REGISTERED
                  LENDER") (or, if such Registered Lender is not the beneficial
                  owner thereof, such beneficial owner) shall deliver to the
                  Company (with a copy to the Agent) prior to or at the time
                  such Non-U.S. Lender becomes a Registered Lender, the
                  applicable form described in Section 2.4 (or such successor
                  and related forms as may from time to time be adopted by the
                  relevant taxing authorities of the United States) together
                  with an annual certificate stating that such Registered Lender
                  or beneficial owner, as the case may be, is not a "bank"
                  within the meaning of Section 881(c)(3)(A) of the Code and is
                  not otherwise described in Section 881(c)(3) of the Code. Each
                  Registered Lender or beneficial owner, as the case may be,
                  shall promptly notify the Company (with a copy to the Agent)
                  if at any time such Registered Lender or beneficial owner, as
                  the case may be, determines that it is no longer in a position
                  to provide such previously delivered certificate to the
                  Company (or any other form of certification adopted by the
                  relevant taxing authorities of the United States for such
                  purposes).

                        (d) Registration of Loans. The Agent, acting, for this
                  purpose, as agent of the Company, shall, upon request of any
                  Registered Lender, enter in the Register the name, address and
                  taxpayer identification number (if provided) of the Registered
                  Lender or beneficial owner as the case may be. In addition to
                  the requirements of Section 11.5 (Successors and Assigns), a
                  Registered Note and the Loans evidenced thereby (or such Loans
                  pending delivery of such Registered Note) or any other Loans
                  registered pursuant to paragraph (b) above and (e) below may
                  be assigned or otherwise transferred in whole or in part only
                  by registration of such assignment or transfer of such
                  Registered Note and/or the Loans so registered on the Register
                  (and each such Registered Note shall expressly so provide).
                  Any assignment or transfer of all or part of such Loans and
                  such Registered Note shall be registered on the Register only
                  upon compliance with the provisions of Section 11.5 and, in
                  the case of Registered Notes, surrender for registration of
                  assignment or transfer of the Registered Note evidencing such
                  Loans, duly endorsed by (or accompanied by a written
                  instrument of assignment or transfer fully executed by) the
                  Registered Lender thereof, and thereupon one or more new
                  Registered Notes in the same aggregate principal amount shall
                  be issued to the designated assignee(s) or transferee(s) and,
                  if less than all of such Registered Notes is thereby being
                  assigned or transferred, the assignor or transferor.



                                       2
<PAGE>
                        (e) The Register. The Agent shall maintain a register
                  for the recordation of the names and addresses of the Lenders
                  and the Commitment of, and principal amount of the Loans and
                  stated interest thereon owing to, each Lender from time to
                  time (the "REGISTER"). The entries in the Register shall be
                  conclusive and binding for all purposes, absent manifest
                  error, and the Company, the Agent and the Lenders may treat
                  each Person whose name is recorded in the Register as a Lender
                  hereunder for all purposes of this Agreement and other Loan
                  Documents.

               2.2 DEFINITION OF "FUND". The definition of the word "Fund" in
Section 10.1 of the Credit Agreement is amended by adding the words "or any
similar type of investment fund" at the end thereof.

      SECTION 3. AMENDMENT TO SUBSIDIARY SURETYSHIP. Section 1.5 of the
Subsidiary Suretyship is amended by inserting a designation "(a)" before the
first paragraph thereof and by adding the following paragraph at the end
thereof:

                  (b) To the extent that applicable law otherwise would render
            the full amount of the joint and several obligations of any
            Guarantor hereunder invalid or unenforceable, such Guarantor's
            obligations hereunder shall be limited to the maximum amount which
            does not result in such invalidity or unenforceability, provided,
            however, that each Guarantor's obligations hereunder shall be
            presumptively valid and enforceable to their fullest extent in
            accordance with the terms hereof, as if this paragraph (b) were not
            a part of this Agreement.

      SECTION 4. MISCELLANEOUS.

               4.1 COUNTERPARTS. This Amendment No. 1 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.

               4.2 RATIFICATION. The Credit Agreement and the Subsidiary
Suretyship, in each case as amended by this Amendment No. 1, 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.



                                       3
<PAGE>
      IN WITNESS WHEREOF, the undersigned have caused this Amendment No. 1 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.



                                                         4
<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.

                        WFMS LICO, INC.

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




                                       5
<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




                                       6
<PAGE>
                                               FIRST UNION NATIONAL BANK, in its
                                               capacity as Agent and a Lender

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



                                       7

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

                                     By: ROSELYN DRAKE
                                         -----------------------------
                                     Name: ROSELYN DRAKE
                                     Title: VICE PRESIDENT


                                       8

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

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




                                       9
<PAGE>
                                KEY CORPORATE CAPITAL INC.
                                in its capacity as a Managing Agent and a Lender



                                By:         KENNETH J.KEELER
                                   ------------------------------------
                                Name:       KENNETH J.KEELER
                                Title:      SENIOR VICE PRESIDENT




                                       10
<PAGE>
                                                 MELLON BANK, N.A.


                                                 By :    PAUL F. NOEL
                                                     ---------------------------
                                                 Name:   PAUL F. NOEL
                                                 Title:  VICE PRESIDENT




                                       11
<PAGE>
                                                 SUMMIT BANK

                                                 By:      MICHAEL P. THOMSON
                                                      --------------------------
                                                 Name: MICHAEL P. THOMSON
                                                 Title: VICE PRESIDENT




                                       12
<PAGE>
                                         THE BANK OF NOVA SCOTIA

                                         By:   VINCENT I. FITZGERALD,JR.
                                              --------------------------
                                         Name:  VINCENT I. FITZGERALD,JR.
                                         Title: AUTHORIZED SIGNATORY


                                       13
<PAGE>
                                                 ABN AMRO BANK N.V.

                                                 By:       JAMES DUNLEAVY
                                                      --------------------------
                                                 Name:  James Dunleavy
                                                 Title: Sr.Vice President

                                                 By:      DAVID C. CARRINGTON
                                                      --------------------------
                                                 Name:DAVID C. CARRINGTON
                                                 Title: VICE PRESIDENT



                                       14
<PAGE>
                                                 BANK OF MONTREAL

                                                 By :   W. T. CALDER
                                                     ---------------------------
                                                 Name:     W. T. CALDER
                                                 Title:    MANAGING DIRECTOR



                                       15
<PAGE>
                                                 PNC BANK, NATIONAL ASSOCIATION

                                                 BY:   KAREN L.KOOMAN
                                                     ---------------------------
                                                 NAME: KAREN L. KOOMAN
                                                 Title: ASSISTANT VICE PRESIDENT


                                       16
<PAGE>
                                                 CRESTAR BANK
                                                 BY:   J. ERIC MILLHAM
                                                     ---------------------------
                                                 NAME: J. Eric Millham
                                                 Title: Vice President



                                       17


<PAGE>
                                        U.S. BANK NATIONAL ASSOCIATION


                                        By:    Matthew S. Thoreson
                                           ----------------------------------
                                        Name:  Matthew S. Thoreson
                                        Title: Vice President


                                       18
<PAGE>
                                          BANK OF HAWAII


                                          By:    Bernadine M. Havertine
                                              ----------------------------------
                                          Name:
                                          Title:


                                       19
<PAGE>
                                          FIRST HAWAIIAN BANK


                                          By:    TRAVIS RUETENIK
                                              ----------------------------------
                                          Name:  TRAVIS RUETENIK
                                          Title: ASSISTANT VICE PRESIDENT


                                       20


<PAGE>
                                          ALLFIRST BANK
                                          (f/k/a FMB BANK)


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


                                       21
<PAGE>
                                         THE CIT GROUP/EQUIPMENT FINANCING, INC.


                                         By:    J.E. Palmer
                                              ----------------------------------
                                         Name:  J.E. PALMER
                                         Title: ASSISTANT VICE PRESIDENT


                                       22


<PAGE>
                                         GENERAL ELECTRIC CAPITAL CORPORATION


                                         By:
                                              ----------------------------------
                                         Name:  Janet K. Williams
                                         Title: Duly Authorized Signatory


                                       23
<PAGE>
                                         COMPAGNIE FINANCIERE DE CIC ET
                                         DE L'UNION EUROPEENNE


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



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


                                       24
<PAGE>
                                              NATIONAL CITY BANK OF PENNSYLVANIA


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


                                       25
<PAGE>
                                                 MICHIGAN NATIONAL BANK


                                                 By:  Jeffrey W. Billig
                                                    -------------------------
                                                    Name:  JEFFREY W. BILLIG
                                                    Title: Relationship Manager


                                       26
<PAGE>
                                            MORGAN STANLEY DEAN WITTER PRIME
                                            INCOME TRUST


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


                                       27
<PAGE>
                                        THE TRAVELERS INSURANCE COMPANY


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


                                       28
<PAGE>
                                        NEW YORK LIFE INSURANCE COMPANY


                                        By:    S. Thomas Knoff
                                           ----------------------------------
                                        Name:  S. Thomas Knoff
                                        Title: Director


                                       29
<PAGE>
                                        FIRSTRUST BANK


                                        By:    Kent D. Nelson
                                           ----------------------------------
                                        Name:  Kent D. Nelson
                                        Title: VP


                                       30
<PAGE>
                                             CITY NATIONAL BANK


                                             By:    Rod Bollins
                                                --------------------------------
                                             Name   ROD BOLLINS
                                             Title: VICE PRESIDENT


                                       31
<PAGE>
                                             BROWN BROTHERS HARRIMAN & CO.


                                             By:    J. Clark O'Donoghue
                                                --------------------------------
                                             Name:  J. Clark O'Donoghue
                                             Title: Manager


                                       32
<PAGE>
                                  TRAVELERS CORPORATE LOAN FUND INC.

                                  BY:   TRAVELERS ASSET MANAGEMENT INTERNATIONAL
                                        CORPORATION


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


                                       33
<PAGE>
            SENIOR DEBT PORTFOLIO

            BY: BOSTON MANAGEMENT AND RESEARCH,
            AS INVESTMENT ADVISOR


            By:    Scott H. Page
               ----------------------------------
            Name:  SCOTT H. PAGE
            Title: VICE PRESIDENT



            EATON VANCE INSTITUTIONAL
            SENIOR LOAN FUND

            BY: EATON VANCE MANAGEMENT
            AS INVESTMENT ADVISOR


            By:    Scott H. Page
               ----------------------------------
            Name:  SCOTT H. PAGE
            Title: VICE PRESIDENT



            OXFORD STRATEGIC INCOME FUND

            BY: EATON VANCE MANAGEMENT
            AS INVESTMENT ADVISOR


            By:    Scott H. Page
               ----------------------------------
            Name:  SCOTT H. PAGE
            Title: VICE PRESIDENT



Address:    Boston Management and Research
            255 State Street, 8th Floor
            Boston, MA 02109
Phone No.:  (617) 598-8115
Fax No.:    (617) 695-9594
Attention:  Kirsten M. Ulich


                                       34
<PAGE>
            ELC (CAYMAN) LTD. CD0 SERIES 1999-I


            By:    Jeanette W. Bumgarner
               ----------------------------------
            Name:  JEANETTE W. BUMGARNER
            Title: VICE PRESIDENT



Address:    Institutional Debt Management
            301 S. College Street - NC0743
            9th Floor
            Charlotte, NC 28288-0743
Phone No.:  (704) 383-9380
Fax No.:    (704) 383-6652
Attention:  Roshan White


                                       35
<PAGE>
            GOLDMAN SACHS CREDIT PARTNERS L.P.


            By:    Stephen J. McGuinness
               ----------------------------------
            Name:  STEPHEN J. McGUINNESS
            Title: Authorized Signatory


Address:    Goldman, Sachs & Co.
            85 Broad Street
            27th Floor
            New York, NY 10004
Phone No.:  (212) 902-3558
Fax No.:    (212) 902-3757
Attention:  Susan Lancaster


                                       36