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


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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


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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


9






 


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


11






 


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.


12






 


     (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


13






 


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;



14






 







		
	 	         (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



15






 







		
	 	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


16






 


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


17






 


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.


18






 


     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.