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



 


EXHIBIT 4.4















SUSQUEHANNA MEDIA CO.



Issuer



7 3/8% Senior Subordinated Notes due 2013



INDENTURE



Dated as of April 23, 2003



J.P. MORGAN TRUST COMPANY,

NATIONAL ASSOCIATION



Trustee













 






 











CROSS-REFERENCE TABLE




	 	 	 	 	 
	TIA Section	 	Indenture Section
	
	 	

	310(a)(1)
	 	 	7.10	 
	(a)(2)
	 	 	7.10	 
	(a)(3)
	 	 	N.A.	 
	(a)(4)
	 	 	N.A.	 
	310(a)(5)
	 	 	7.10	 
	(b)
	 	 	
  7.08; 7.10
	(c)
	 	 	N.A.	 
	311(a)
	 	 	7.11	 
	(b)
	 	 	7.11	 
	(c)
	 	 	N.A.	 
	312(a)
	 	 	2.05	 
	(b)
	 	 	13.03	 
	(c)
	 	 	13.03	 
	313(a)
	 	 	7.06	 
	(b)(1)
	 	 	N.A.	 
	(b)(2)
	 	 	7.06	 
	(c)
	 	 	13.02	 
	(d)
	 	 	7.06	 
	314(a)
	 	 	  4.07;13.02
	(b)
	 	 	N.A.	 
	(c)(1)
	 	 	13.04	 
	(c)(2)
	 	 	13.04	 
	(c)(3)
	 	 	N.A.	 
	(d)
	 	 	N.A.	 
	(e)
	 	 	13.05	 
	(f)
	 	 	4.11	 
	315(a)
	 	 	7.01	 
	(b)
	 	 	  7.05; 13.02
	(c)
	 	 	7.01	 
	(d)
	 	 	7.01	 
	(e)
	 	 	6.11	 
	316(a)(last sentence)
	 	 	13.06	 
	(a)(1)(A)
	 	 	6.05	 
	(a)(1)(B)
	 	 	6.04	 
	(a)(2)
	 	 	N.A.	 
	(b)
	 	 	6.07	 
	316(c)
	 	 	9.04	 
	317(a)(1)
	 	 	6.08	 
	(a)(2)
	 	 	6.09	 
	(b)
	 	 	2.04	 
	318(a)
	 	 	13.01	 



 






 








N.A. means Not Applicable.


Note: This Cross-Reference Table shall not, for any purpose, be deemed to be
part of this Indenture.


 






 







TABLE OF CONTENTS




	 	 	 	 	 	 
	ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE
	 	 	1	 
	 	SECTION 1.01. Definitions
	 	 	1	 
	 	SECTION 1.02. Incorporation by Reference of Trust Indenture Act
	 	 	22	 
	 	SECTION 1.03. Rules of Construction
	 	 	22	 
	ARTICLE 2 THE NOTES
	 	 	23	 
	 	SECTION 2.01. Form and Dating
	 	 	23	 
	 	SECTION 2.02. Execution and Authentication
	 	 	27	 
	 	SECTION 2.03. Registrar and Paying Agent
	 	 	28	 
	 	SECTION 2.04. Paying Agent To Hold Money in Trust
	 	 	29	 
	 	SECTION 2.05 Holder Lists
	 	 	29	 
	 	SECTION 2.06. Global Notes
	 	 	29	 
	 	SECTION 2.07. Transfer and Exchange
	 	 	30	 
	 	SECTION 2.08. Replacement Notes
	 	 	38	 
	 	SECTION 2.09. Outstanding Notes
	 	 	38	 
	 	SECTION 2.10. Temporary Notes
	 	 	38	 
	 	SECTION 2.11. Cancellation
	 	 	39	 
	 	SECTION 2.12. Payment of Interest, Interest Rights Preserved
	 	 	39	 
	 	SECTION 2.13 Add-On Notes
	 	 	40	 
	 	SECTION 2.14 CUSIP or ISIN Numbers
	 	 	40	 
	 	SECTION 2.15. Transfers,etc.
	 	 	41	 
	ARTICLE 3 REDEMPTION
	 	 	41	 
	 	SECTION 3.01. Notices to Trustee
	 	 	41	 
	 	SECTION 3.02. Selection of Notes To Be Redeemed
	 	 	41	 
	 	SECTION 3.03. Notice of Redemption
	 	 	41	 
	 	SECTION 3.04. Effect of Notice of Redemption
	 	 	42	 
	 	SECTION 3.05. Deposit of Redemption Price
	 	 	42	 
	 	SECTION 3.06. Notes Redeemed in Part
	 	 	43	 
	ARTICLE 4 COVENANTS
	 	 	43	 
	 	SECTION 4.01. Payment of Notes
	 	 	43	 
	 	SECTION 4.02. Maintenance of Office or Agency
	 	 	43	 




i







 










	 	 	 	 	 	 
	 	SECTION 4.03. Money for the Notes to be Held in Trust
	 	 	44	 
	 	SECTION 4.04. Corporate Existence
	 	 	44	 
	 	SECTION 4.05. Maintenance of Property
	 	 	44	 
	 	SECTION 4.06. Payment of Taxes and Other Claims
	 	 	45	 
	 	SECTION 4.07. SEC and Other Reports
	 	 	45	 
	 	SECTION 4.08. Limitation on Indebtedness
	 	 	45	 
	 	SECTION 4.09. Limitation on Restricted Payments
	 	 	46	 
	 	SECTION 4.10. Limitation on Restrictions on Distributions from Restricted Subsidiaries
	 	 	47	 
	 	SECTION 4.11. Limitation on Sales of Assets and Subsidiary Stock
	 	 	49	 
	 	SECTION 4.12. Limitation on Affiliate Transactions
	 	 	52	 
	 	SECTION 4.13. Limitation on the Sale or Issuance of Capital Stock of Restricted Subsidiaries
	 	 	53	 
	 	SECTION 4.14. Change of Control
	 	 	54	 
	 	SECTION 4.15. Limitation on Liens
	 	 	57	 
	 	SECTION 4.16. Limitation on Layered Indebtedness
	 	 	57	 
	 	SECTION 4.17. Compliance Certificate
	 	 	57	 
	 	SECTION 4.18. Waiver of Stay, Extension or Usury Laws
	 	 	58	 
	 	SECTION 4.19. Investment Company Act
	 	 	58	 
	 	SECTION 4.20. Limitation on Conduct of Business
	 	 	58	 
	 	SECTION 4.21. Guarantees of Certain Indebtedness
	 	 	58	 
	 	SECTION 4.22. Further Instruments and Acts
	 	 	58	 
	ARTICLE 5 SUCCESSOR COMPANY
	 	 	58	 
	 	SECTION 5.01. When Issuer May Merge or Transfer Assets
	 	 	58	 
	ARTICLE 6 DEFAULTS AND REMEDIES
	 	 	60	 
	 	SECTION 6.01. Events of Default
	 	 	60	 
	 	SECTION 6.02. Acceleration
	 	 	61	 
	 	SECTION 6.03. Other Remedies
	 	 	62	 
	 	SECTION 6.04. Waiver of Past Defaults
	 	 	62	 
	 	SECTION 6.05. Control by Majority
	 	 	62	 
	 	SECTION 6.06. Limitation on Suits
	 	 	63	 
	 	SECTION 6.07. Rights of Holders To Receive Payment
	 	 	63	 



ii



 






 










	 	 	 	 	 	 
	 	SECTION 6.08. Collection Suit by Trustee
	 	 	63	 
	 	SECTION 6.09. Trustee May File Proofs of Claim
	 	 	63	 
	 	SECTION 6.10. Priorities
	 	 	64	 
	 	SECTION 6.11. Undertaking for Costs
	 	 	64	 
	 	SECTION 6.12. Waiver of Stay or Extension Laws
	 	 	64	 
	ARTICLE 7 TRUSTEE
	 	 	65	 
	 	SECTION 7.01. Duties of Trustee
	 	 	65	 
	 	SECTION 7.02. Rights of Trustee
	 	 	66	 
	 	SECTION 7.03. Individual Rights of Trustee
	 	 	66	 
	 	SECTION 7.04. Trustee’s Disclaimer
	 	 	67	 
	 	SECTION 7.05. Notice of Defaults
	 	 	67	 
	 	SECTION 7.06. Reports by Trustee to Holders
	 	 	67	 
	 	SECTION 7.07. Compensation and Indemnity
	 	 	67	 
	 	SECTION 7.08. Replacement of Trustee
	 	 	68	 
	 	SECTION 7.09. Successor Trustee by Merger
	 	 	69	 
	 	SECTION 7.10. Eligibility;Disqualification
	 	 	69	 
	 	SECTION 7.11. Preferential Collection of Claims Against Issuer
	 	 	69	 
	 	SECTION 7.12. Trustee’s Application for Instructions from the Issuer
	 	 	70	 
	ARTICLE 8 DISCHARGE OF INDENTURE; DEFEASANCE
	 	 	70	 
	 	SECTION 8.01. Discharge of Liability on Notes;Defeasance
	 	 	70	 
	 	SECTION 8.02. Conditions to Defeasance
	 	 	71	 
	 	SECTION 8.03. Application of Trust Money
	 	 	73	 
	 	SECTION 8.04. Repayment to Issuer
	 	 	73	 
	 	SECTION 8.05. Indemnity for Government Obligation
	 	 	73	 
	 	SECTION 8.06. Reinstatement
	 	 	73	 
	ARTICLE 9 AMENDMENTS
	 	 	73	 
	 	SECTION 9.01. Without Consent of Holders
	 	 	73	 
	 	SECTION 9.02. With Consent of Holders
	 	 	74	 
	 	SECTION 9.03. Compliance with Trust Indenture Act
	 	 	75	 
	 	SECTION 9.04. Revocation and Effect of Consents and Waivers
	 	 	75	 
	 	SECTION 9.05. Notation on or Exchange of Notes
	 	 	76	 



iii



 






 










	 	 	 	 	 	 
	 	SECTION 9.06. Trustee To Sign Amendments
	 	 	76	 
	 	SECTION 9.07. Payment for Consent
	 	 	76	 
	ARTICLE 10 SUBORDINATION OF THE NOTES
	 	 	76	 
	 	SECTION 10.01. Agreement To Subordinate
	 	 	76	 
	 	SECTION 10.02. Liquidation, Dissolution,Bankruptcy
	 	 	76	 
	 	SECTION 10.03. Default on Senior Indebtedness of the Issuer
	 	 	77	 
	 	SECTION 10.04. Acceleration of Payment of Notes
	 	 	78	 
	 	SECTION 10.05. When Distribution Must Be Paid Over
	 	 	78	 
	 	SECTION 10.06. Subrogation
	 	 	78	 
	 	SECTION 10.07. Relative Right
	 	 	78	 
	 	SECTION 10.08. Subordination May Not Be Impaired by Issuer
	 	 	78	 
	 	SECTION 10.09. Rights of Trustee and Paying Agent
	 	 	78	 
	 	SECTION 10.10. Distribution or Notice to Representative
	 	 	79	 
	 	SECTION 10.11. Article 10 Not To Prevent Events of Default or Limit Right To Accelerate
	 	 	79	 
	 	SECTION 10.12. Trust Moneys Not Subordinated
	 	 	79	 
	 	SECTION 10.13. Trustee Entitled To Rely
	 	 	79	 
	 	SECTION 10.14. Trustee To Effectuate Subordination
	 	 	80	 
	 	SECTION 10.15. Trustee Not Fiduciary for Holders of Senior Indebtedness
	 	 	80	 
	 	SECTION 10.16. Reliance by Holders of Senior Indebtedness on Subordination Provisions
	 	 	80	 
	ARTICLE 11 GUARANTEES; RELEASE OF GUARANTEES; ADDITIONAL GUARANTEES
	 	 	80	 
	 	SECTION 11.01. Guarantees
	 	 	80	 
	 	SECTION 11.02. Successors and Assigns
	 	 	82	 
	 	SECTION 11.03. No Waiver
	 	 	82	 
	 	SECTION 11.04. Modification
	 	 	82	 
	 	SECTION 11.05. Limitation of Guarantor’s Liability
	 	 	82	 
	 	SECTION 11.06. Release of Guarantees
	 	 	83	 
	ARTICLE 12 SUBORDINATION OF THE GUARANTEES
	 	 	83	 
	 	SECTION 12.01. Agreement To Subordinate
	 	 	83	 
	 	SECTION 12.02. Liquidation, Dissolution,Bankruptcy
	 	 	83	 



iv



 






 











	 	 	 	 	 	 
	 	SECTION 12.03. Default on Senior Indebtedness of Guarantor
	 	 	84	 
	 	SECTION 12.04. Demand for Payment
	 	 	85	 
	 	SECTION 12.05. When Distribution Must Be Paid Over
	 	 	85	 
	 	SECTION 12.06. Subrogation
	 	 	85	 
	 	SECTION 12.07. Relative Rights
	 	 	85	 
	 	SECTION 12.08. Subordination May Not Be Impaired by Guarantor
	 	 	85	 
	 	SECTION 12.09. Rights of Trustee and Paying Agent
	 	 	85	 
	 	SECTION 12.10. Distribution or Notice to Representative
	 	 	86	 
	 	SECTION 12.11. Article 12 Not To Prevent Defaults Under the Guarantees or
Limit Right To Demand Payment
	 	 	86	 
	 	SECTION 12.12. Trustee Entitled To Rely
	 	 	86	 
	 	SECTION 12.13. Trustee To Effectuate Subordination
	 	 	86	 
	 	SECTION 12.14. Trustee Not Fiduciary for Holders of Senior Indebtedness of Guarantors
	 	 	87	 
	 	SECTION 12.15. Reliance by Holders of Senior Indebtedness on Subordination Provisions
	 	 	87	 
	ARTICLE 13 MISCELLANEOUS
	 	 	87	 
	 	SECTION 13.01. Trust Indenture Act Controls
	 	 	87	 
	 	SECTION 13.02. Notices
	 	 	87	 
	 	SECTION 13.03. Communication by Holders with Other Holders
	 	 	88	 
	 	SECTION 13.04. Certificate and Opinion as to Conditions Precedent
	 	 	88	 
	 	SECTION 13.05. Statements Required in Certificate or Opinion
	 	 	88	 
	 	SECTION 13.06. When Notes Disregarded
	 	 	89	 
	 	SECTION 13.07. Rules by Trustee, Paying Agent and Registrar
	 	 	89	 
	 	SECTION 13.08. Legal Holidays
	 	 	89	 
	 	SECTION 13.09. Governing Law
	 	 	89	 
	 	SECTION 13.10. No Recourse Against Others
	 	 	90	 
	 	SECTION 13.11. Successors, Assigns and Transferees
	 	 	90	 
	 	SECTION 13.12. Multiple Originals
	 	 	90	 
	 	SECTION 13.13. Table of Contents,Headings
	 	 	90	 
	 	SECTION 13.14. Severability
	 	 	90	 
	 	SECTION 13.15. Further Instruments and Acts
	 	 	90	 



v







 





EXHIBITS




	 	 	 	 	 
	Exhibit A	 	
-
	 	Form of Initial Global Note
	Exhibit B	 	
-
	 	Form of Initial Certificated Note
	Exhibit C	 	
-
	 	Form of Exchange Global Note
	Exhibit D	 	
-
	 	Form of Exchange Certificated Note
	Exhibit E	 	
-
	 	Form of Transfer Certificate For Transfer to a QIB
	Exhibit F	 	
-
	 	Form of Transfer Certificate for Transfer to an Institutional
Accredited Investor
	Exhibit G	 	
-
	 	Form of Investment Letter for Institutional Accredited Investors
	Exhibit H	 	
-
	 	Form of Transfer Certificate for Transfer to a Non-U.S. Person
	Exhibit I	 	
-
	 	Form of Investment Letter for Regulation S Purchasers
	Exhibit J	 	
-
	 	Form of Registration Rights Agreement



vi



 






 




INDENTURE



     INDENTURE dated as of April 23, 2003, between Susquehanna Media Co., a
Delaware corporation (the “Issuer”), and J.P. Morgan Trust Company, National
Association, a national banking association (the “Trustee”).


RECITALS



     Each party agrees as follows for the benefit of the other parties and
for the equal and ratable benefit of the holders (the “Holders” or
“Noteholders”) of: (i) the Issuer’s 7 3/8% Senior Subordinated Notes due 2013
being issued on the date hereof, (ii) any Add-On Notes (as hereinafter defined)
that may be issued, from time to time, after the date hereof (all such
securities in clauses (i) and (ii) being referred to collectively as “Initial
Notes”) and (iii) if and when issued in exchange for Initial Notes as provided
in the Registration Rights Agreement or a similar agreement relating to Add-On
Notes, the Issuer’s registered 7 3/8% Senior Subordinated Notes due 2013 (the
“Exchange Notes”, and together with the Initial Notes, the “Notes”).


ARTICLE 1



DEFINITIONS AND INCORPORATION BY REFERENCE



     SECTION 1.01. Definitions.


     “Acquired Indebtedness” means, with respect to any Person, (i) any
Indebtedness or Disqualified Stock of any other Person existing at the time
such other Person is merged with or into or becomes a Restricted Subsidiary of such
specified Person, including Indebtedness incurred in connection with, or in
contemplation of, such other Person merging with or into or becoming a
Restricted Subsidiary of such specified Person, and (ii) Indebtedness secured
by a Lien encumbering any asset acquired by such specified Person, and in either
case for purposes of this Indenture such Indebtedness shall be deemed to be
incurred by such specified Person at the time such other Person is merged with
or into or becomes a Restricted Subsidiary of such specified Person or at the
time such asset is acquired by such specified Person, as the case may be.


     “Add-On Notes” has the meaning assigned to it in Section 2.13.


     “Affiliate” of any specified Person means any other Person, directly or
indirectly, controlling or controlled by or under direct or indirect common
control with such specified Person, including any director or executive officer
of such specified Person. For the purposes of this definition, “control”
(including with correlative meanings, the terms “controlling,” “controlled by”
and “under common control with”), when used with respect to any Person, means
(i) the power to direct the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by contract or
otherwise, or (ii) the beneficial ownership of 10% or more of the total voting
power of the Voting Stock (on a Fully Diluted basis) of such Person.


 






 


     “Affiliate Transaction” has the meaning assigned to it in Section 4.12.


     “Agent Members” has the meaning assigned to it in Section 2.06(a).


     “Asset Acquisition” means (i) an Investment by the Issuer or any
Restricted Subsidiary in any other Person pursuant to which such Person shall
be
merged with or into the Issuer or any Restricted Subsidiary, or (ii) the
acquisition by the Issuer or any Restricted Subsidiary of the assets of any
Person (other than a Subsidiary of the Issuer) which constitutes all or
substantially all of the assets of such Person or comprises any division or
line
of business of such Person or any other properties or assets of such Person
other than in the ordinary course of business.


     “Asset Sale” means any direct or indirect sale, issuance, conveyance,
lease, assignment, transfer or other disposition for value (including, without
limitation, pursuant to any amalgamation, merger or consolidation or pursuant
to
any sale and leaseback transaction) by the Issuer or by any of its Restricted
Subsidiaries to any Person other than the Issuer or any of its Restricted
Subsidiaries (any such transaction, a “disposition”) of (i) any of the stock of
any of the Issuer’s Subsidiaries, (ii) substantially all of the assets of any
division or line of business of the Issuer or of any of its Subsidiaries, or
(iii) any other assets (whether tangible or intangible) of the Issuer or of any
of its Subsidiaries; excluding (a) any disposition of Cash Equivalents or
inventory in the ordinary course of business or obsolete equipment in the
ordinary course of business consistent with past practices of the Issuer or any
of its Subsidiaries or the lease or sublease of any real or personal property
in
the ordinary course of business, (b) dispositions of stock or assets the
aggregate value of which does not exceed $1,000,000 less the aggregate value of
all other dispositions of stock or assets made subsequent to the Issue Date
pursuant to this clause (b), (c) exchanges of properties or assets for other
properties or assets, excluding cash or Cash Equivalents but including the
Capital Stock of a Person if, as a result of such exchange, such Person becomes
a Restricted Subsidiary; provided, that the property or assets so acquired, or
the property or assets of the Person the Capital Stock of which is so acquired
(1) are used in a Related Business and (2) have a fair market value at least
equal to the fair market value of the assets or properties being exchanged (as
evidenced by a resolution of the Issuer’s Board of Directors) and (d) for
purposes of Section 4.11 only, a disposition made in accordance with Section
4.09.


     “Asset Sale Offer” has the meaning assigned to it in Section 4.11.


     “Asset Sale Offer Amount” has the meaning assigned to it in Section
4.11.


     “Asset Sale Purchase Date” has the meaning assigned to it in Section
4.11.


     “Bankruptcy Law” means Title 11 of the United States Code entitled
“Bankruptcy”, as now and hereafter in effect, or any successor statute or any
other United States federal, state or local law or the law of any other
jurisdiction relating to bankruptcy, insolvency, winding up, liquidation,
reorganization or relief of debtors, whether in effect on the date hereof or
hereafter.


     “Blockage Notice” has the meaning assigned to it in Section 10.03.


2






 


     “Board of Directors” means, as the context requires, the Board of
Directors or comparable governing body of the Issuer or the applicable
Restricted Subsidiary, as the case may be, or any committee thereof duly
authorized to act on behalf of such Board. In the case of a partnership or
limited liability company, the comparable governing body shall be partners or
members of such partnership or limited liability company or such other body as
may be duly authorized by such partners or members generally to manage the
business and affairs of the partnership or limited liability company.


     “Board Resolution” means a copy of a resolution certified pursuant to
an Officers’ Certificate to have been duly adopted by the Board of Directors of
the Issuer or a Guarantor, as appropriate, and to be in full force and effect,
and delivered to the Trustee.


     “Business Day” means any day excluding Saturday, Sunday and any day
which is a legal holiday under the laws of New York, New York or is a day on
which banking institutions therein or banking institutions located in the city
in which the Corporate Trust Office is located are authorized or required by
law
or other governmental action to close.


     “Capital Stock” of any Person means any and all shares, interests,
rights to purchase, warrants, options, participations or other equivalents of
or
interests in (however designated) the equity of such Person, including any
Preferred Stock, but excluding any debt securities convertible into such
equity.


     “Capitalized Lease Obligation” means, as to any Person, the obligations
of such Person under a lease that are required to be capitalized and accounted
for as capital lease obligations under GAAP and, for purposes of this
definition, the amount of such obligations at any date shall be the capitalized
amount of such obligations at such date, determined in accordance with GAAP.


     “Cash Equivalents” means (i) marketable direct obligations issued or
unconditionally guaranteed by the United States Government or issued by any
agency thereof and backed by the full faith and credit of the United States, in
each case maturing within one year from the date of acquisition thereof, (ii)
marketable direct obligations issued by any state of the United States of
America or any political subdivision of any such state or any public
instrumentality thereof maturing within one year from the date of acquisition
thereof and, at the time of acquisition, having the highest rating obtainable
from either S&P or Moody’s, (iii) commercial paper maturing no more than one
year from the date of creation thereof and, at the time of acquisition, having
the highest rating obtainable from either S&P’s or Moody’s, (iv) certificates
of
deposit or bankers’ acceptances maturing within one year from the date of
acquisition thereof issued by any commercial bank organized under the laws of
the United States of America or any state thereof or the District of Columbia
that (a) is at least “adequately capitalized” (as defined in the regulations of
its primary Federal banking regulator) and (b) has Tier 1 capital (as defined
in
such regulations) of not less than $100,000,000, (v) shares of any money market
mutual fund that (a) has its assets invested continuously in the types of
investments referred to in clauses (i) and (ii) above, (b) has net assets of
not
less than $500,000,000, and (c) has the highest rating obtainable from either
S&P’s or Moody’s, and (vi) repurchase agreements with respect to, and


3






 


which are fully secured by a perfected security interest in, obligations of a
type described in clause (i) or clause (ii) above and are with any commercial
bank described in clause (iv) above.


     “Certificated Notes” means Notes in certificated form.


     “Change of Control” has the meaning assigned to it in Section 4.14.


     “Change of Control Offer” has the meaning assigned to it in Section
4.14.


     “Change of Control Payment Date” has the meaning assigned to it in
Section 4.14.


     “Change of Control Purchase Price” has the meaning assigned to it in
Section 4.14.


     “Consolidated EBITDA” means, with respect to the Issuer for any period,
without duplication, (i) the sum of (a) Consolidated Net Income and (b) to the
extent Consolidated Net Income has been reduced thereby, (1) all income taxes
of
the Issuer and its Restricted Subsidiaries paid or accrued in accordance with
GAAP for such period (other than income taxes attributable to extraordinary,
unusual or nonrecurring gains or losses or taxes attributable to sales or
dispositions outside the ordinary course of business), (2) Consolidated
Interest
Expense, (3) Consolidated Non-Cash Charges less any non-cash items increasing
Consolidated Net Income for such period, (4) minority interests and (5) ESOP
Expense, less (ii) to the extent Consolidated Net Income has been increased
thereby, the interest income received by the Issuer as a result of the
repayment
of the ESOP Loans, all as determined on a consolidated basis for the Issuer and
its Restricted Subsidiaries in accordance with GAAP.


     “Consolidated Interest Expense” means, with respect to the Issuer for
any period, the sum without duplication of: (i) the aggregate of all cash and
non-cash interest expense (minus amortization or write-off of deferred
financing
costs included in cash or non-cash interest expense) of the Issuer and its
Restricted Subsidiaries for such period determined on a consolidated basis in
accordance with GAAP, including (a) any amortization of debt discount, (b) the
net costs under Interest Rate Protection Agreements, (c) all capitalized
interest and (d) the interest portion of any deferred payment obligation, and
(ii) the interest component of Capitalized Lease Obligations paid, accrued
and/or scheduled to be paid or accrued by the Issuer and its Restricted
Subsidiaries during such period as determined on a consolidated basis in
accordance with GAAP.


     “Consolidated Leverage Ratio” means, as of any date of determination,
the ratio of (i) the sum of the aggregate outstanding amount of Indebtedness of
the Issuer and its Restricted Subsidiaries as of the date of calculation as
determined on a consolidated basis in accordance with GAAP to (ii) Consolidated
EBITDA of the Issuer during the four full fiscal quarters ending on or prior to
the date of the transaction giving rise to the need to calculate the
Consolidated Leverage Ratio. For purposes of this definition, Consolidated
Leverage Ratio will be calculated after giving effect on a pro forma basis for
the period of such calculation to (A) the incurrence or repayment of any
Indebtedness of the Issuer or any of its Restricted Subsidiaries giving rise to
the need to make such calculation and any incurrence or repayment of other
Indebtedness, other than the incurrence or repayment of Indebtedness in the
ordinary course of business for working


4






 


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


     “Consolidated Net Income” means, for any period, the aggregate net
income (or loss) of the Issuer and its Restricted Subsidiaries for such period
on a consolidated basis, determined in accordance with GAAP; provided, that
there shall be excluded therefrom (i) after-tax gains and losses from Asset
Sales or abandonment or reserves relating thereto, (ii) items classified as
extraordinary, nonrecurring or unusual gains, losses or charges, and the
related
tax effects, each determined in accordance with GAAP, (iii) the net income of
any Person acquired in a “pooling of interests” transaction accrued prior to
the
date it becomes a Restricted Subsidiary of the Issuer or is merged or
consolidated with the Issuer or any Restricted Subsidiary of the Issuer, (iv)
the net income (but not loss) of any Restricted Subsidiary of the Issuer to the
extent that the declaration of dividends, the making of intercompany loans or
similar payments by that Restricted Subsidiary of that income is restricted by
a
contract, operation of law or otherwise, (v) the net income of any Person,
other
than a Restricted Subsidiary of the Issuer, except to the extent of cash
dividends or distributions paid to the Issuer or to a Restricted Subsidiary of
the Issuer by such Person, (vi) any restoration to income of any contingency
reserve, except to the extent that provision for such reserve was made out of
Consolidated Net Income accrued at any time after December 31, 1998, (vii)
income or loss attributable to discontinued operations (including operations
disposed of during such period whether or not such operations were classified
as
discontinued), and (viii) in the case of a successor to the Issuer by
consolidation or merger or as a transferee of the Issuer’s assets, any earnings
of the successor corporation prior to such consolidation, merger or transfer of
assets.


5






 


     “Consolidated Net Worth” means the total of the amounts shown on the
balance sheet of the Issuer and its consolidated Restricted Subsidiaries,
determined on a consolidated basis in accordance with GAAP, as of the end of
the
most recent fiscal quarter of the Issuer ending at least forty-five (45) days
prior to the taking of any action for the purpose of which the determination is
being made, as (i) the par or stated value of all outstanding Capital Stock of
the Issuer plus (ii) paid-in capital or capital surplus relating to such
Capital
Stock plus (iii) any retained earnings or earned surplus less (a) any
accumulated deficit and (b) any amounts attributable to Disqualified Stock.


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


     “Corporate Trust Office” means the office of the Trustee at which at
any particular time this Indenture shall be principally administered, which
office is, at the date of execution of this Indenture, One Liberty Place, 1650
Market Street, Suite 5210, Philadelphia, PA 19103, Attention: Capital Markets
Institutional Trust Services (Susquehanna Media Co. 7 3/8% Senior Subordinated
Notes due 2013).


     “Custodian” means any receiver, trustee, assignee, liquidator,
custodian or similar official under any Bankruptcy Law.


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


     “Defaulted Interest” has the meaning set forth in Section 2.12 hereof.


     “Depositary” means The Depository Trust Company, its nominees, and
their respective successors.


     “Designated Senior Indebtedness” means, in respect of the Issuer, all
obligations under or arising out of the Senior Credit Facility and any other
Senior Indebtedness of the Issuer which, at the date of determination, has an
aggregate principal amount outstanding of, or under which, at the date of
determination, the holders thereof are committed to lend up to, at least
$5,000,000 and is specifically designated by the Issuer in the instrument
evidencing or governing such Senior Indebtedness as “Designated Senior
Indebtedness” and, in respect of any Guarantor, any Guarantee by such Guarantor
of Designated Senior Indebtedness of the Issuer.


     “Disqualified Stock” means, with respect to any Person, any Capital
Stock which by its terms (or by the terms of any security into which it is
convertible or for which it is exchangeable) or upon the happening of any event
(i) matures or is mandatorily redeemable for any reason, (ii) is convertible or
exchangeable for Indebtedness or Disqualified Stock or (iii) is redeemable at
the option of the holder thereof, in whole or in part, in each case on or prior
to the first anniversary


6






 


of the Stated Maturity of the Notes; provided, however, that any Capital Stock
that would not constitute Disqualified Stock but for provisions thereof giving
holders thereof the right to require such Person to repurchase or redeem such
Capital Stock upon the occurrence of an Asset Sale or Change of Control
occurring prior to the first anniversary of the Stated Maturity of the Notes
shall not constitute Disqualified Stock if the “asset sale” or “change of
control” provisions applicable to such Capital Stock are not more favorable to
the holders of such Capital Stock than the provisions described under Section
4.11 and Section 4.14.


     “ESOP” means the Susquehanna Pfaltzgraff Co. Employee Stock Ownership
Plan dated May 12, 1999.


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


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


     “Event of Default” has the meaning assigned to it in Section 6.01.


     “Excess Proceeds” has the meaning assigned to it in Section 4.11.


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


     “Exchange Certificated Notes” has the meaning assigned to it in Section
2.01.


     “Exchange Global Note” has the meaning assigned to it in Section 2.01.


     “Exchange Note” has the meaning assigned to it in the recital hereto.


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


7






 


     “Fully Diluted” means all shares of common stock, computed as if all
warrants, options and other securities exercisable for, convertible into or
otherwise having the right to acquire common stock had been exercised or
converted.


     “GAAP” means generally accepted accounting principles in the United
States of America as in effect as of the Issue Date, including those set forth
(i) in the opinions and pronouncements of the Accounting Principles Board of
the
American Institute of Certified Public Accountants, (ii) in statements and
pronouncements of the Financial Accounting Standards Board, (iii) in such other
statements by such other entity as approved by a significant segment of the
accounting profession, and (iv) in the published rules and regulations of the
SEC governing the inclusion of financial statements (including pro forma
financial statements) in periodic reports required to be filed pursuant to
Section 13 of the Exchange Act, including opinions and pronouncements in staff
accounting bulletins and similar written statements from the accounting staff
of
the SEC.


     “Global Notes” means the Initial Global Notes and the Exchange Global
Note.


     “Guarantee” means any guarantee of the Notes, on a senior subordinated
basis, by a Restricted Subsidiary of the Issuer that may be issued in
accordance
with Section 4.21.


     “Guarantor” means any Restricted Subsidiary of the Issuer that executes
a supplemental indenture in accordance with Section 4.21.


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


     “incur” means issue, assume, guarantee, incur or otherwise become
liable for; provided, that any Indebtedness or Capital Stock of a Person
existing at the time such Person becomes a Restricted Subsidiary (whether by
merger, consolidation, acquisition or otherwise) shall be deemed to be incurred
by such Subsidiary at the time it becomes a Restricted Subsidiary. The term
“incurrence” when used as a noun shall have a correlative meaning.


     “Indebtedness” means, with respect to any Person on any date of
determination, (i) all indebtedness, obligations and liabilities of such Person
for borrowed money, (ii) all indebtedness, obligations and liabilities of such
Person evidenced by bonds, debentures, notes or other similar instruments,
(iii)
all indebtedness, obligations and liabilities of such Person evidenced by
Capitalized Lease Obligations, (iv) all indebtedness, obligations and
liabilities of such Person evidenced by notes payable and drafts accepted
representing extensions of credit, whether or not representing obligations for
borrowed money, of such Person, (v) all indebtedness, obligations or
liabilities
of such Person owed for all or any part of the deferred purchase price of
property or services (excluding any such obligations incurred under ERISA),
which purchase price is (a) due more than six months (or a longer period of up
to one year, if such terms are available from suppliers in the ordinary course
of business) from the date of incurrence of the obligation in respect thereof
or
(b) evidenced by a note or similar written instrument, (vi) all indebtedness,
obligations and liabilities secured by any Lien on any property or asset owned
or held by that Person (including any Lien arising under any conditional sale
or
other title retention agreement, any sale-leaseback arrangement or any other
lease in the nature


8






 


thereof and any agreement to give any security interest) regardless of whether
the indebtedness secured thereby shall have been assumed by that Person or is
nonrecourse to the credit of that Person, (vii) guarantee obligations of such
Person in respect of Indebtedness of other Persons and (viii) all Disqualified
Stock issued by such Person with the amount of Indebtedness represented by such
Disqualified Stock being equal to the greater of its voluntary or involuntary
liquidation preference and its maximum fixed repurchase price, but excluding
accrued dividends, if any. Indebtedness shall not include (a) trade payables
and
accrued liabilities incurred in the ordinary course of business for the
purchase
of goods or services which are not secured by a Lien other than a Lien
permitted
pursuant to clause (ii) of the definition of Permitted Liens and (b)
obligations
under Interest Rate Protection Agreements. For purposes hereof, the “maximum
fixed repurchase price” of any Disqualified Stock which does not have a fixed
repurchase price shall be calculated in accordance with the terms of such
Disqualified Stock as if such Disqualified Stock were purchased on any date on
which Indebtedness shall be required to be determined pursuant to this
Indenture, and if such price is based upon, or measured by, the fair market
value of such Disqualified Stock, such fair market value to be determined
reasonably and in good faith by the board of directors of the issuer of such
Disqualified Stock.


     “Indenture” means this Indenture as amended or supplemented from time
to time.


     “Initial Certificated Notes” has the meaning assigned to it in Section
2.01.


     “Initial Global Notes” means the Rule 144A Global Note, the Regulation
S Temporary Global Note and the Regulation S Permanent Global Note.


     “Initial Notes” has the meaning assigned to it in the recital hereto.


     “Initial Purchasers” means Banc of America Securities LLC and Wachovia
Securities, Inc.


     “Insolvency or Liquidation Proceeding” means (i) any insolvency or
bankruptcy case or proceeding, or any receivership, liquidation, reorganization
or other similar case or proceeding in connection therewith, relating to the
Issuer or its assets, or (ii) any liquidation, dissolution or other winding up
of the Issuer, whether voluntary or involuntary or whether or not involving
insolvency or bankruptcy, or (iii) any assignment for the benefit of creditors
or any other marshaling of assets or liabilities of the Issuer.


     “Institutional Accredited Investors” means institutional “accredited
investors,” as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities
Act, other than QIBs.


     “Interest Payment Date” means each semiannual Interest Payment Date on
April 15 and October 15 of each year, commencing October 15, 2003, in respect
of
the Notes.


     “Interest Rate Protection Agreement” of any Person means any interest
rate protection agreement (including interest rate swaps, caps, floors,
collars,
derivative instruments and similar agreements) in support of the Issuer’s
business and not of a speculative nature.


9






 


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


     “Investment” in any Person means any direct or indirect advance, loan
(other than advances to customers in the ordinary course of business that are,
in conformity with GAAP, recorded as accounts receivable on the balance sheet
of
such Person) or other extensions of credit (including by way of a guarantee
obligation or similar arrangement) or capital contribution to (by means of any
transfer of cash or other property to others or any payment for property or
services for the account or use of others), or any purchase, redemption or
acquisition of Capital Stock, indebtedness or other similar instruments issued
by such Person. For purposes of the definition of “Unrestricted Subsidiary,”
the
definition of “Restricted Payment” and Section 4.09, (i) “Investment” shall
include the portion (proportionate to the Issuer’s equity interest in such
Subsidiary) of the fair market value of the net assets of any Subsidiary of the
Issuer at the time that such Subsidiary is designated an Unrestricted
Subsidiary; provided, that upon a redesignation of such Subsidiary as a
Restricted Subsidiary, the Issuer shall be deemed to continue to have a
permanent “Investment” in an Unrestricted Subsidiary equal to an amount (if
positive) equal to (a) the Issuer’s “Investment” in such Unrestricted
Subsidiary
at the time of such redesignation as a Restricted Subsidiary less (b) the
portion (proportionate to the Issuer’s equity interest in such Unrestricted
Subsidiary) of the fair market value of the net assets of such Unrestricted
Subsidiary at the time of such redesignation as a Restricted Subsidiary, and
(ii) any property transferred to or from an Unrestricted Subsidiary shall be
valued at its fair market value at the time of such transfer, in each case as
determined in good faith by the Board of Directors.


     “Issue Date” means May 12, 1999, the date on which the Issuer’s 8 1/2%
Senior Subordinated Notes Due 2009 were issued.


     “Issuer” means the party named as such in this Indenture until a
successor replaces it and, thereafter, means the successor and, for purposes of
any provision contained herein and required by the TIA, each other obligor on
the indenture securities.


     “Issuer Order” means a written order signed in the name of the Issuer
by (i) the Chairman of the Board, Chief Executive Officer, President, Chief
Financial Officer or any Vice President of the Issuer and (ii) the Treasurer,
an
Assistant Treasurer, the Secretary or an Assistant Secretary of the Issuer, and
delivered to the Trustee.


     “Legal Holiday” has the meaning assigned to it in Section 13.08.


     “Lien” means any mortgage, pledge, assignment, security interest,
encumbrance, lien or charge of any kind (including any conditional sale or
other
title retention agreement, any sale-leaseback arrangement or any other lease in
the nature thereof and any agreement to give any security interest) and any
option, trust or other preferential arrangement having the practical effect of
any of the foregoing.


     “Liquidated Damages” has the meaning assigned to it in the Registration
Rights Agreement.


     “Moody’s” means Moody’s Investors Service, Inc. and its successors.


10






 


     “Net Available Cash” means, with respect to any Asset Sale, payments in
cash or Cash Equivalents received therefrom, net of bona fide direct costs of
sale, including, but not limited to, (i) income taxes reasonably estimated to
be
actually payable as a result of such Asset Sale within two years of the date of
such Asset Sale, (ii) payment of the outstanding principal amount of, premium
or
penalty, if any, and interest on, any Indebtedness that is secured by a Lien on
the stock or assets in question and that is required to be repaid under the
terms thereof as a result of such Asset Sale, (iii) out-of-pocket expenses and
fees relating to such Asset Sale (including legal, accounting and investment
banking fees and sales commissions) and (iv) any portion of cash proceeds which
the Issuer determines in good faith should be reserved for post-closing
adjustments or liabilities relating to the Asset Sale retained by the Issuer or
any of its Restricted Subsidiaries, it being understood and agreed that on the
day that all such post-closing adjustments have been finally determined, the
amount (if any) by which the reserved amount in respect of such Asset Sale
exceeds the actual post-closing adjustments, payable by the Issuer or any of
its
Restricted Subsidiaries, shall constitute Net Available Cash on such date.
Additionally, in connection with an Asset Sale of Susquehanna Cable Co. and its
direct and indirect Subsidiaries, Net Available Cash shall be reduced by that
amount required to be paid to holders or former holders of minority equity
interests in Susquehanna Cable Co. and its direct and indirect Subsidiaries who
were not Affiliates of the Issuer in connection with any sale, purchase or
redemption of those interests or pursuant to the terms of any Indebtedness
relating to the deferred payment of any applicable purchase or redemption
price.


     “Net Cash Proceeds” with respect to any issuance or sale of Capital
Stock, mean the proceeds of such issuance or sale in the form of cash or Cash
Equivalents net of attorneys’ fees, accountants’ fees, underwriters’ or
placement agents’ fees, discounts or commissions and brokerage, consultant and
other fees actually incurred in connection with such issuance or sale and net
of
taxes paid or payable as a result thereof.


     “Non-U.S. Person” means any Person who is not a “U.S. person,” as
defined in Rule 902(k) under the Securities Act.


     “Note Custodian” means, with respect to each Global Note, the custodian
with respect to such Global Note (as appointed by the Depositary), or any
successor Person thereto and shall initially be the Trustee.


     “Note Register” has the meaning assigned to it in Section 2.03.


     “Notes” has the meaning assigned to it in the recital hereto.


     “Obligation” has the meaning assigned to it in Section 11.01.


     “Officer” means the Chairman of the Board, the President, Chief
Financial Officer, any Vice President, the Treasurer, or the Secretary of the
Issuer or any Restricted Subsidiary, as the case may be (or, in the case of any
Restricted Subsidiary that is not a corporation, the respective Persons having
the duties and authority correlative to the foregoing officers of a
corporation).


11






 


     “Officers’ Certificate” means a certificate signed by two Officers.


     “Opinion of Counsel” means a written opinion from outside legal counsel
who is reasonably acceptable to the Trustee.


     “Paying Agent” has the meaning assigned to it in Section 2.03.


     “Payment Blockage Period” has the meaning assigned to it in Section
10.03.


     “Permitted Holders” means (i) descendants, and spouses of descendants,
of Louis J. Appell, Sr. (including any trusts established for the benefit of
one
or more such descendants or spouses of such descendants so long as (A) one or
more of such descendants or spouses of such descendants, (B) officers of
Susquehanna Pfaltzgraff Co. or its Subsidiaries or (C) the trust department of
a
financial institution is a trustee of any such trusts) and (ii) the ESOP so
long
as executive officers of Susquehanna Pfaltzgraff Co. constitute the majority of
the ESOP Committee under the ESOP.


     “Permitted Indebtedness” means each of the following:


     (i)     Indebtedness of the Issuer and its Restricted Subsidiaries
outstanding on the Issue Date reduced by the amount of any scheduled
amortization payments or mandatory prepayments when actually paid or permanent
reductions thereon;


     (ii)       Indebtedness under the Indenture with respect to the Initial
Notes offered and sold on the date hereof (together with any Exchange Notes
issued in exchange for such Initial Notes) and under any Guarantees;


     (iii)     Indebtedness under the Senior Credit Facility (including any
guarantees thereof); provided, that the aggregate principal amount of
Indebtedness outstanding under the Senior Credit Facility at any one time shall
not exceed (a) $450.0 million less (b) the amount of any permanent reductions
to
the Senior Credit Facility made in accordance with Section 4.11.


     (iv)     Interest Rate Protection Agreements of the Issuer covering
Indebtedness of the Issuer or any of its Restricted Subsidiaries and Interest
Rate Protection Agreements of any Restricted Subsidiary covering Indebtedness
of
such Restricted Subsidiary; provided, that (a) such Interest Rate Protection
Agreements are entered into to protect the Issuer and its Subsidiaries from
fluctuations in interest rates on Indebtedness incurred either in accordance
with this Indenture or in accordance with the Senior Credit Facility to the
extent the notional principal amount of such Interest Rate Protection
Agreements
does not exceed the principal amount of the Indebtedness to which such Interest
Rate Protection Agreements relates and (b) such Interest Rate Protection
Agreements do not increase the Indebtedness of the Issuer and its Restricted
Subsidiaries outstanding other than by reason of fees, indemnities and
compensation payable thereunder;


     (v)     Indebtedness of a Restricted Subsidiary to the Issuer or to a
Restricted Subsidiary so long as such Indebtedness is held by the Issuer or a
Restricted Subsidiary, in each case subject


12






 


to no Lien (other than a Lien under the Senior Credit Facility) held by a
Person
other than the Issuer or a Restricted Subsidiary; provided, that if as of any
date any Person other than the Issuer or a Restricted Subsidiary owns or holds
any such Indebtedness or holds a Lien (other than a Lien under the Senior
Credit
Facility) in respect of such Indebtedness, such date shall be deemed the
incurrence of Indebtedness not constituting Permitted Indebtedness by the
issuer
of such Indebtedness;


     (vi)     Indebtedness of the Issuer to a Restricted Subsidiary so long
as such Indebtedness is held by Restricted Subsidiary, subject to no Lien
(other
than a Lien under the Senior Credit Facility); provided, that (a) any
Indebtedness of the Issuer to any Restricted Subsidiary is subordinated,
pursuant to a written agreement, to the Issuer’s obligations under the Notes
and
(b) if as of any date any Person other than a Restricted Subsidiary owns or
holds any such Indebtedness or any Person holds a Lien (other than a Lien under
the Senior Credit Facility) in respect of such Indebtedness, such date shall be
deemed the incurrence of Indebtedness not constituting Permitted Indebtedness
by
the Issuer;


     (vii)     Indebtedness arising from the honoring by a bank or other
financial institution of a check, draft or similar instrument inadvertently
(except in the case of day-light overdrafts) drawn against insufficient funds
in
the ordinary course of business; provided, that such Indebtedness is
extinguished within two Business Days of incurrence;


     (viii)     Indebtedness of the Issuer or any of its Restricted
Subsidiaries represented by letters of credit for the account of the Issuer or
such Restricted Subsidiary, as the case may be, in order to provide security
for
workers’ compensation claims, payment obligations in connection with
self-insurance or similar requirements in the ordinary course of business;


     (ix)     Refinancing Indebtedness incurred in respect of Indebtedness
originally incurred pursuant to the second sentence of Section 4.08 or pursuant
to this clause (ix) or clause (i) or (iii) of this definition;


     (x)       Indebtedness of the Issuer or any Restricted Subsidiary
incurred in respect of performance and payment bonds (other than in respect of
Indebtedness);


     (xi)       Additional Indebtedness of the Issuer and its Restricted
Subsidiaries in an aggregate principal amount not to exceed $10,000,000 at any
one time outstanding for Capitalized Lease Obligations or for purposes of
financing the purchase price or construction cost of equipment, fixtures or
similar property;


     (xii)     Additional Indebtedness of the Issuer and its Restricted
Subsidiaries in an aggregate principal amount not to exceed $15,000,000 at any
one time outstanding; and


     (xiii)     Indebtedness in the form of guarantees of other Indebtedness
permitted to be incurred by any Restricted Subsidiary under this definition, so
long as such guarantees do not increase the principal amount of such
Indebtedness.


13






 


      “Permitted Investment” means any of the following:


     (i)     Investments by the Issuer or any Restricted Subsidiary in any
Person that is a Restricted Subsidiary or will become immediately after such
Investment a Restricted Subsidiary that is wholly-owned by the Person making
such Investment or that will merge or consolidate into the Issuer or a
Restricted Subsidiary;


     (ii)     Investments in the Issuer by any Restricted Subsidiary;
provided, that any Indebtedness evidencing such Investment is unsecured and
subordinated, pursuant to a written agreement, to the Issuer’s obligations
under
the Notes and this Indenture;


     (iii)     the purchase or redemption by the Issuer or any Restricted
Subsidiary of any minority equity interests in any Restricted Subsidiary;


     (iv)     Investments in cash and Cash Equivalents;


     (v)      loans and advances to employees and officers of the Issuer and
its Subsidiaries in the ordinary course of business for bona fide business
purposes not, in the aggregate, in excess of $1,000,000 at any one time
outstanding;


     (vi)     Interest Rate Protection Agreements entered into in the
ordinary course of the Issuer’s or its Restricted Subsidiaries’ businesses and
otherwise in compliance with this Indenture;


     (vii)    sales on credit by the Issuer or any Restricted Subsidiary in
the ordinary course of business;


     (viii)   Investments in securities of trade creditors or customers
received pursuant to any plan of reorganization or similar arrangement upon the
bankruptcy or insolvency of such trade creditors or customers;


     (ix)     consideration other than cash or Cash Equivalents received by
the Issuer or its Restricted Subsidiaries in connection with an Asset Sale made
in compliance with Section 4.11;


     (x)      other Investments in any Person having an aggregate fair
market value (measured on the date each such Investment was made and without
giving effect to subsequent changes in value), when taken together with all
other Investments made pursuant to this clause (x) since the date of this
Indenture, not to exceed $10,000,000 at any one time outstanding; and


     (xi)    the $116.9 million loan made by the Issuer to Susquehanna
Pfaltzgraff Co. on May 12, 1999.


     “Permitted Liens” means any of the following:


     (i)      Liens for taxes, assessments or governmental charges or claims
either (a) not delinquent or (b) contested in good faith by appropriate
proceedings and as to which the Issuer or


14






 


the Subsidiaries shall have set aside on its books such reserves as may be
required pursuant to GAAP;


     (ii)     statutory Liens of landlords and Liens of carriers,
warehousemen, mechanics, suppliers, materialmen, repairmen and other Liens
imposed by law incurred in the ordinary course of business for sums not yet
delinquent or being contested in good faith, if such reserve or other
appropriate provision, if any, as shall be required by GAAP shall have been
made
in respect thereof,


     (iii)     Liens incurred or deposits made in the ordinary course of
business in connection with workers’ compensation, unemployment insurance and
other types of social security, including any Lien securing letters of credit
issued in the ordinary course of business consistent with past practice in
connection therewith, or to secure the performance of tenders, statutory
obligations, surety and appeal bonds, bids, leases, government performance and
return-of-money bonds and other similar obligations (exclusive of obligations
for the payment of borrowed money);


     (iv)     judgment Liens not giving rise to an Event of Default so long
as a stay of execution has been entered or such Lien is adequately bonded and
any appropriate legal proceedings which may have been duly initiated for the
review of such judgment shall not have been finally terminated or the period
within which such proceedings may be initiated shall not have expired;


     (v)     easements, leases, subleases, rights-of-way zoning
restrictions and other similar charges or encumbrances in respect of real
property not interfering in any material respect with the ordinary conduct of
the business of the Issuer or any of its Subsidiaries;


     (vi)     any interest or title of a lessor under any Capitalized Lease
Obligation; provided, that such Liens do not extend to any property or assets
which is not leased property subject to such Capitalized Lease Obligation;


     (vii)     purchase money Liens to finance property or assets of the
Issuer or a Restricted Subsidiary acquired in the ordinary course of business;
provided, that (a) the related purchase money Indebtedness shall not exceed the
cost of such property or assets and shall not be secured by any property or
assets of the Issuer or any Restricted Subsidiary other than the property and
assets so acquired and (b) the Lien securing such Indebtedness shall be created
within 90 days of such acquisition;


     (viii)     Liens upon specific items of inventory or other goods and
proceeds of any Person securing such Person’s obligations in respect of
bankers’
acceptances issued or created for the account of such Person to facilitate the
purchase, shipment or storage of such inventory or other goods;


     (ix)       Liens securing reimbursement obligations with respect to
commercial letters of credit which encumber documents and other property
relating to such letters of credit and products and proceeds thereof,


15






 


     (x)       Liens encumbering deposits made to secure obligations arising
from statutory, regulatory, contractual, or warranty requirements or appeal or
similar bonds of the Issuer or a Restricted Subsidiary, including rights of
offset and set-off,


     (xi)     Liens securing Senior Indebtedness, including Indebtedness
under the Senior Credit Facility;


     (xii)     Liens existing on the Issue Date and Liens to secure any
Refinancing Indebtedness which is incurred to refinance any Indebtedness which
has been secured by a Lien permitted under Section 4.15 and which Indebtedness
has been incurred in accordance with Section 4.08; provided, that such new
Liens
(a) are no less favorable to the Holders of Notes and are not more favorable to
the lienholders with respect to such Liens than the Liens in respect of the
Indebtedness being refinanced and (b) do not extend to any property or assets
other than the property or assets securing the Indebtedness refinanced or
replaced by such Refinancing Indebtedness;


     (xiii)     Liens securing Acquired Indebtedness incurred in accordance
with the second sentence of Section 4.08; provided, that (a) such Liens secured
such Acquired Indebtedness at the time of and prior to the incurrence of such
Acquired Indebtedness by the Issuer or a Restricted Subsidiary and were not
granted in connection with, or in anticipation of the incurrence of such
Acquired Indebtedness by the Issuer or a Restricted Subsidiary and (b) such
Liens do not extend to or cover any property or assets of the Issuer or any
Restricted Subsidiary other than the property or assets that secured the
Acquired Indebtedness prior to the time such Indebtedness became Acquired
Indebtedness of the Issuer or a Restricted Subsidiary and are no more favorable
to the lienholders than the Liens securing the Acquired Indebtedness prior to
the incurrence of such Acquired Indebtedness by the Issuer or a Restricted
Subsidiary; and


     (xiv)     Liens securing Indebtedness incurred in connection with the
purchase or redemption of minority equity interests in any Restricted
Subsidiary
so long as such Liens (a) are only in favor of the holder of the equity
interests being purchased or redeemed and (b) encumber only those equity
interests purchased or redeemed.


     “Person” means any individual, corporation, partnership, limited
liability company, joint venture, association, joint-stock company, trust,
unincorporated organization, government or any agency or political subdivision
thereof or any other entity.


     “Post-Petition Interest” means all interest and fees and other
obligations accrued or accruing after the commencement of any Insolvency or
Liquidation Proceeding (and interest and fees and other obligations that would
accrue but for the commencement of any Insolvency or Liquidation Proceeding) in
accordance with and at the contract rate (including any rate applicable upon
default) specified in the agreement or instrument creating, evidencing or
governing any Indebtedness, whether or not, pursuant to applicable law or
otherwise, the claim for such interest and fees and other obligations is
allowed
as a claim in such Insolvency or Liquidation Proceeding.


16






 


     “Preferred Stock” means, as applied to the Capital Stock of any
corporation, Capital Stock of any class or classes (however designated) which
is
preferred as to the payment of dividends, or as to the distribution of assets
upon any voluntary or involuntary liquidation or dissolution of such
corporation, over shares of Capital Stock of any other class of such
corporation.


     “Private Placement Legend” has the meaning assigned to it in Section
2.01.


     “Property” means, with respect to any Person, any interest of such
Person in any kind of property or asset, whether real, personal or mixed,
tangible or intangible.


     “Public Equity Offering” means an underwritten primary public offering
of any class of common stock of the Issuer or any of its Subsidiaries pursuant
to an effective registration statement under the Securities Act.


     “Public Market” means any time after (i) an underwritten Public Equity
Offering of the Issuer or any of its Subsidiaries has been consummated and (ii)
at least 10% of the total issued and outstanding common stock of the Issuer or
such Subsidiary (as determined on a Fully Diluted basis) has been distributed
by
means of an effective registration statement under the Securities Act or sales
pursuant to Rule 144 under the Securities Act.


     “Purchase Agreement” means the purchase agreement relating to the
Notes, dated April 15, 2003, among the Issuer and the Initial Purchasers.


     “QIB” means a “qualified institutional buyer” as defined in Rule 144A.


     “Record Date” means, for the interest payable on any Interest Payment
Date, the date specified in Section 2.12 hereof.


     “Redemption Date” means, when used with respect to any Note or part
thereof to be redeemed hereunder, the date fixed for redemption of such Notes
pursuant to the terms of the Notes and this Indenture.


     “Redemption Price” means, when used with respect to any Note or part
thereof to be redeemed hereunder, the price fixed for redemption of such Note
pursuant to the terms of the Notes and this Indenture, plus accrued and unpaid
interest thereon, if any, and Liquidated Damages, if any, to the Redemption
Date.


     “Refinancing Indebtedness” means any Indebtedness of the Issuer or any
of its Restricted Subsidiaries issued in exchange for, or the net proceeds of
which are used to extend, refinance, renew, replace, defease or refund other
Indebtedness of the Issuer or any of its Restricted Subsidiaries; provided
that:
(i) the principal amount of such Refinancing Indebtedness does not exceed the
principal amount of the Indebtedness so extended, refinanced,


17






 


renewed, replaced, defeased or refunded (plus the amount of reasonable expenses
incurred in connection therewith), (ii) such Refinancing Indebtedness has a
Weighted Average Life to Maturity equal to or greater than the Weighted Average
Life to Maturity of, the Indebtedness being extended, refinanced, renewed,
replaced, defeased or refunded, (iii) if the Indebtedness being extended,
refinanced, renewed, replaced, defeased or refunded is subordinated in right of
payment to the Notes, such Refinancing Indebtedness has a final maturity date
later than the final maturity date of, and is subordinated in right of payment
to, the Notes on terms at least as favorable to the Holders of Notes as those
contained in the documentation governing the Indebtedness being extended,
refinanced, renewed, replaced, defeased or refunded, and (iv) such Indebtedness
is incurred either by the Issuer or by the Restricted Subsidiary of the Issuer
that is the obligor on the Indebtedness being extended, refinanced, renewed,
replaced, defeased or refunded.


     “Registered Exchange Offer” has the meaning set forth in the
Registration Rights Agreement.


     “Registrar” has the meaning assigned to it in Section 2.03.


     “Registration Rights Agreement” means the Registration Rights Agreement
relating to the Notes, dated April 23, 2003 among the Issuer and the Initial
Purchasers, in substantially the form of Exhibit J hereto.


     “Regulation S” means Regulation S under the Securities Act (including
any successor regulation thereto), as it may be amended from time to time.


     “Regulation S Certification” has the meaning assigned to it in Section
2.01.


     “Regulation S Global Note” has the meaning assigned to it in Section
2.01.


     “Regulation S Permanent Global Note” has the meaning assigned to it in
Section 2.01.


     “Regulation S Temporary Global Note” has the meaning assigned to it in
Section 2.01.


     “Related Business” means the businesses of the Issuer and the
Restricted Subsidiaries on the Issue Date and any business reasonably related,
ancillary or complementary to the businesses of the Issuer and the Restricted
Subsidiaries on the Issue Date.


     “Replacement Assets” has the meaning assigned to it in Section 4.11.


     “Representative” means any trustee, agent or representative (if any)
for an issue of Senior Indebtedness of the Issuer.


     “Restricted Payment” with respect to any Person means (i) the
declaration or payment of any dividends or any other distributions in respect
of
its Capital Stock (including any payment in connection with any merger or
consolidation involving such Person) or similar payment to the direct or
indirect holders of its Capital Stock (other than (a) dividends or
distributions
payable solely in its Capital Stock (other than Disqualified Stock) and (b)
dividends or distributions payable solely to the Issuer or a Restricted
Subsidiary), (ii) the purchase, redemption or other acquisition or retirement
for value of any Capital Stock of the Issuer or any Restricted Subsidiary held
by any Person (other than the Issuer or a Restricted Subsidiary), or any
warrants, rights or


18






 


options to acquire shares of any class of such Capital Stock (other than (x)
Permitted Investments and (y) purchases, redemptions, other acquisitions or
other retirements in which the price is payable solely in Capital Stock (other
than Disqualified Stock)), (iii) the purchase, repurchase, redemption,
defeasance or other acquisition or retirement for value, prior to scheduled
maturity, scheduled repayment or scheduled sinking fund payment of any
Subordinated Obligations (other than the purchase, repurchase or other
acquisition of Subordinated Obligations purchased in anticipation of satisfying
a sinking fund obligation, principal installment or final maturity, in each
case
due within one year of the date of acquisition) or (iv) the making of any
Investment in any Person (other than a Permitted Investment).


     “Restricted Period” means, with respect to any Initial Notes offered
and sold to Non-U.S. Persons in reliance on Regulation S, the 40 consecutive
days beginning on and including the later of (A) the day on which such Initial
Notes are offered to persons other than distributors (as defined in Regulation
S
under the Securities Act) and (B) the date on which such Initial Notes are
originally issued.


     “Restricted Subsidiary” means any Subsidiary of the Issuer that is not
an Unrestricted Subsidiary.


     “Rule 144” means Rule 144 under the Securities Act (including any
successor regulation thereto), as it may be amended from time to time.


     “Rule 144A” means Rule 144A under the Securities Act (including any
successor regulation thereto), as it may be amended from time to time.


     “Rule 144A Global Note” has the meaning assigned to it in Section
2.01(c).


     “S&P” means Standard & Poor’s Rating Services, a division of The
McGraw-Hill Companies, Inc., and its successors.


     “SEC” means the Securities and Exchange Commission.


     “Securities Act” means the Securities Act of 1933, as amended.


     “Senior Credit Facility” means the Credit Agreement, dated as of May
12, 1999 among the Issuer, the lenders who are or may become party thereto and
Wachovia Bank, National Association (as successor to First Union National
Bank),
as administrative agent, pursuant to which certain financial institutions
agreed
to make loans and issue letters of credit, together with the pledges,
guarantees
and other documents related thereto as such agreements may be amended or
modified, refinanced, supplemented or restated from time to time, including any
agreement increasing the amount, extending the maturity of, refinancing or
otherwise restructuring all or any portion of the Indebtedness under such
agreement or any successor or replacement agreement and whether by the same or
any other agent, lender or group of lenders.


     “Senior Indebtedness” means, with respect to any Person, (i)
Indebtedness (which for this purpose shall include letters of credit and
Interest Rate Protection Agreements and other types of


19






 


credit referred to in the Senior Credit Facility) of such Person, whether
outstanding on the Issue Date or thereafter incurred, and (ii) accrued and
unpaid interest and fees and other obligations (including Post-Petition
Interest) in respect of (A) indebtedness of such Person for money borrowed,
letters of credit and Interest Rate Protection Agreements and other types of
credit referred to in the Senior Credit Facility and (B) indebtedness evidenced
by notes, debentures, bonds or other similar instruments for the payment of
which such Person is responsible or liable unless, in the instrument creating
or
evidencing any of the obligations referred to in clauses (i) or (ii) or
pursuant
to which any such obligations are outstanding, it is provided that such
obligations are subordinate in right of payment to the Notes; provided,
however,
that Senior Indebtedness shall not include (1) any obligation of such Person to
any of its Subsidiaries, (2) any liability for Federal, state, local or other
taxes owed or owing by such Person, (3) any accounts payable or other liability
to trade creditors arising in the ordinary course of business (including
guarantees thereof or instruments evidencing such liabilities), (4) any
Indebtedness of such Person (and any accrued and unpaid interest in respect
thereof) which is subordinate or junior in any respect to any other
Indebtedness
or other obligation of such Person (other than Indebtedness incurred in
connection with the purchase or redemption of minority equity interests in any
Restricted Subsidiary from non-Affiliates of the Issuer) or (5) that portion of
any Indebtedness which at the time of incurrence is incurred in violation of
Section 4.08.


     “Shelf Registration Statement” has the meaning set forth in the
Registration Rights Agreement.


     “Special Record Date” means a date fixed by the Trustee pursuant to
Section 2.12 for the payment of Defaulted Interest.


     “Stated Maturity” means, with respect to any security, the date
specified in such security as the fixed date on which the final payment of
principal of such security is due and payable, including pursuant to any
mandatory redemption provision (but excluding any provision providing for the
repurchase of such security at the option of the holder thereof upon the
happening of any contingency unless such contingency has occurred).


     “Subordinated Obligation” means any Indebtedness of the Issuer or a
Restricted Subsidiary of the Issuer (whether outstanding on the Issue Date or
thereafter incurred) which is subordinate or junior in right of payment to the
Notes or any Guarantees that may be issued pursuant to a written agreement to
that effect.


     “Subordinated Reorganization Securities” has the meaning assigned to it
in Section 10.02.


     “Subsidiary” means, in respect of any Person, any corporation, limited
liability company, association, partnership or other business entity of which
more than fifty percent (50%) of the total Voting Stock or other interests
(including partnership and membership interests) entitled (without regard to
the
occurrence of any contingency) to vote in the election of directors, managers
or
trustees thereof is at the time owned or controlled, directly or indirectly, by
(i) such Person, (ii) such Person and one or more Subsidiaries of such Person
or
(iii) one or more Subsidiaries of such Person.


20






 


     “Successor Company” has the meaning assigned to it in Section 5.01.


     “TIA” means the Trust Indenture Act of 1939 (15 U.S.C. Section
77aaa-77bbbb) as in effect on the date of this Indenture.


     “Trustee” means the party named as such in this Indenture until a
successor replaces it and, thereafter, means the successor.


     “Trust Officer” means any officer in the Corporate Trust Office of the
Trustee assigned by the Trustee to administer its corporate trust matters.


     “Uniform Commercial Code” means the New York Uniform Commercial Code in
effect from time to time.


     “Unrestricted Subsidiary” means (i) any Subsidiary of the Issuer that
at the time of determination shall be designated an Unrestricted Subsidiary by
the Board of Directors in the manner provided below and (ii) any Subsidiary of
an Unrestricted Subsidiary. The Board of Directors may designate any Subsidiary
of the Issuer (including any newly acquired or newly formed Subsidiary) to be
an
Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns
any Capital Stock or Indebtedness of, or holds any Lien on any property of, the
Issuer or any other Subsidiary of the Issuer that is not a Subsidiary of the
Subsidiary to be so designated; provided, that (a) either (1) the Subsidiary to
be so designated has total assets of $1,000 or less or (2) if such Subsidiary
has assets greater than $1,000, such designation would be permitted under
Section 4.09 and (b) such Subsidiary to be so designated and each of its
Subsidiaries has not at the time of such designation, and does not thereafter,
incur any Indebtedness pursuant to which the lender has recourse to any of the
assets or properties of the Issuer or any of its Restricted Subsidiaries. The
Board of Directors may designate any Unrestricted Subsidiary to be a Restricted
Subsidiary; provided, that immediately after giving effect to such designation
(x) the Issuer could incur $1.00 of additional Indebtedness pursuant to the
second sentence of Section 4.08 and (y) no Default shall have occurred and be
continuing. Any such designation by the Board of Directors shall be evidenced
by
the Issuer to the Trustee by promptly filing with the Trustee a copy of the
board resolution giving effect to such designation and an Officers’ Certificate
certifying that such designation complied with the foregoing provisions.


     “U.S. Government Obligation” means direct obligations (or certificates
representing an ownership interest in such obligations) of the United States of
America (including any agency or instrumentality thereof) for the payment of
which the full faith and credit of the United States of America is pledged and
which are not callable at the issuer’s option.


     “Voting Stock” of a Person means all classes of Capital Stock or other
interests (including partnership or member interests) of such Person then
outstanding and normally entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers or trustees
thereof.


21






 


     “Weighted Average Life to Maturity” means, when applied to any
Indebtedness at any date, the number of years obtained by dividing (i) the sum
of the product obtained by multiplying (a) the amount of each then remaining
installment, sinking fund, serial maturity or other required payments of
principal, including payments at final maturity, in respect thereof, by (b) the
number of years (calculated to the nearest one-twelfth) that will elapse
between
such date and the making of such payment, by (ii) the then outstanding
principal
amount of such Indebtedness.


     SECTION 1.02. Incorporation by Reference of Trust Indenture Act. This
Indenture is subject to the mandatory provisions of the TIA which are
incorporated by reference in and made a part of this Indenture. The following
TIA terms have the following meanings:


     “Commission” means the SEC.


     “indenture securities” means the Notes; “indenture security holder”
means a Noteholder; “indenture to be qualified” means this Indenture;
“indenture
trustee” or “institutional trustee” means the Trustee;


     “obligor” on the indenture securities means the Issuer and any other
obligor on the indenture securities.


     All other TIA terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute or defined by SEC rule have the
meanings assigned to them by such definitions.


     SECTION 1.03. Rules of Construction. Unless the context otherwise
requires:


     (a)      a term has the meaning assigned to it;


     (b)      an accounting term not otherwise defined has the meaning
assigned to it in accordance with GAAP;


     (c)      “or” is not exclusive;


     (d)      “including” means including without limitation;


     (e)      words in the singular include the plural and words in the
plural include the singular;


     (f)      unsecured Indebtedness shall not be deemed to be subordinate
or junior to secured Indebtedness merely by virtue of its nature as unsecured
Indebtedness;


     (g)     the principal amount of any noninterest bearing or other
discount security at any date shall be the principal amount thereof that would
be shown on a balance sheet of the issuer dated such date prepared in
accordance
with GAAP and accretion of principal on such security shall be deemed to be the
incurrence of Indebtedness;


22






 


     (h)     the principal amount of any Preferred Stock shall be (i) the
maximum liquidation value of such Preferred Stock or (ii) the maximum mandatory
redemption or mandatory repurchase price with respect to such Preferred Stock,
whichever is greater; and


     (i)      all references to the date the Notes were originally issued
shall refer to the date hereof or the date the Add-On Notes were originally
issued, as applicable.


ARTICLE 2



THE NOTES



     SECTION 2.01. Form and Dating.


     (a)      Initial Notes (except for Add-On Notes, which may differ as
provided in Section 2.13) and the certificate of authentication of the Trustee
thereon shall be substantially in the form of Exhibit A or Exhibit B hereto, as
applicable, which are hereby incorporated in and expressly made a part of this
Indenture. The Exchange Notes and the certificate of authentication of the
Trustee thereon shall be substantially in the form of Exhibit C or Exhibit D
hereto, as applicable, which are hereby incorporated in and expressly made a
part of this Indenture.


     (b)      The Notes may have such letters, numbers or other marks of
identification and such legends and endorsements, stamped, printed,
lithographed
or engraved thereon, (i) as the Issuer may deem appropriate and as are not
inconsistent with the provisions of this Indenture, (ii) as may be required to
comply with this Indenture, any law, any rule of the Depositary or any rule of
any securities exchange on which the Notes may be listed and (iii) as may be
necessary to conform to customary usage. Each Note shall be dated the date of
its authentication by the Trustee. The Notes shall be issued only in fully
registered form, without coupons, in denominations of $1,000 and integral
multiples thereof; provided that Initial Certificated Notes transferred to
Institutional Accredited Investors shall be subject to a minimum denomination
of
$250,000. Definitive Notes shall be typed, printed, lithographed or engraved or
produced by any combination of such methods or produced in any other manner
permitted by the rules of any securities exchange on which such Notes may be
listed, all as determined by the officers of the Issuer executing such Notes,
as
evidenced by their execution of such Notes.


     (c)      Initial Notes offered and sold to QIBs in the United States of
America in reliance on Rule 144A will be issued in the form of a permanent
global Note, without interest coupons, substantially in the form of Exhibit A
(the “Rule 144A Global Note”). The Rule 144A Global Note will be duly executed
by the Issuer, authenticated by the Trustee as herein provided, registered in
the name of the Depositary or its nominee and deposited with the Trustee, as
Note Custodian. The rule 144A Global Note may be represented by more than one
certificate, if so required by the Depositary’s rules regarding the maximum
principal amount to be represented by a single certificate. The aggregate
principal amount of the Rule 144A Global Note may from time to time be
increased
or decreased by adjustments made to Schedule A thereof, as provided herein.


23






 


     (d)     Initial Notes offered and sold to Non-U.S. Persons in reliance
on Regulation S will be issued in the form of a temporary global Note, in fully
registered form without interest coupons, substantially in the form set forth
in
Exhibit A (the “Regulation S Temporary Global Note”). All beneficial interests
in the Regulation S Temporary Global Note will be exchanged for beneficial
interests in a single permanent global Note, in fully registered form without
interest coupons (the “Regulation S Permanent Global Note,” and together with
the Regulation S Temporary Global Note, the “Regulation S Global Note”) on or
after the expiration of the Restricted Period upon the receipt by the Trustee
or
its agent of a written certification from the Depositary that it or its agents
have received certification of Non-U.S. Person beneficial ownership of 100% of
the aggregate principal amount of the Regulation S Temporary Global Note (the
“Regulation S Certification”). Upon receipt by the Trustee or its agent of
Regulation S Certification, the Issuer shall execute and, upon receipt of an
Issuer Order for authentication, the Trustee shall authenticate and deliver to
the Note Custodian the Regulation S Permanent Global Note.


     Each Regulation S Global Note will be duly executed by the Issuer,
authenticated by the Trustee as herein provided, registered in the name of the
Depositary or its nominee and deposited with the Trustee, as Note Custodian.
The
Regulation S Global Note may be represented by more than one certificate, if so
required by the Depositary’s rules regarding the maximum principal amount to be
represented by a single certificate. The aggregate principal amount of the
Regulation S Global Note may from time to time be increased or decreased by
adjustments to Schedule A thereof as provided herein.


     (e)     Initial Notes offered and sold or otherwise transferred to
Institutional Accredited Investors in the United States of America will be
issued in non-global, fully registered form, without interest coupons,
substantially in the form set forth in Exhibit B, duly executed by the Issuer
and authenticated by the Trustee as herein provided (together with interests in
the Initial Global Notes that are subsequently transferred or exchanged
pursuant
to Sections 2.07(b)(iii), 2.07(b)(vii), 2.07(b)(ix), 2.07(b)(x) and 2.07(c),
the
“Initial Certificated Notes.”) Upon such issuance, the trustee shall register
such Initial Certificated Notes in the name of the beneficial owner or owners
of
such Notes (or the nominee of such beneficial owner or owners) and deliver the
certificates for such Initial Certificated Notes to, or as directed by, the
respective beneficial owner or owners.


     (f)       If the Initial Global Notes are tendered in a Registered
Exchange Offer, they shall all be exchanged for a single, permanent global note
in definitive, fully registered form, without coupons, substantially in the
form
set forth in Exhibit C hereto and shall bear the legends set forth in Section
2.01(g)(ii) and Section 2.01(g)(iv) hereof (the “Exchange Global Note”). Upon
issuance, such Exchange Global Note shall be registered in the name of the
Depositary or its nominee, duly executed by the Issuer and authenticated by the
Trustee as herein provided and deposited with the Trustee, as Note Custodian.
The Exchange Global Note may be represented by more than one certificate, if so
required by the Depositary’s rules regarding the maximum principal amount to be
represented by a single certificate. The aggregate principal amount of the
Exchange Global Note may from time to time be increased or decreased by
adjustments to Schedule A thereof as provided herein.


24






 


     If Initial Certificated Notes are tendered in a Registered Exchange
Offer, they will be exchanged for Certificated Notes in definitive, fully
registered form, without coupons and without legends, substantially in the form
set forth in Exhibit D hereto (“Exchange Certificated Notes”). Upon issuance,
any such Exchange Certificated Note shall be duly executed by the Issuer and
authenticated by the Trustee as hereinafter provided.


     At the option of the Holder thereof, Exchange Notes may be held either
in the form of a beneficial interest in the Exchange Global Note or as Exchange
Certificated Notes.


     (g)     The following legends shall appear on each Global Note and
each Certificated Note as indicated below:


                (i)     Except as provided in Section 2.07(a) hereof, each
Initial Global Note and Initial Certificated Note shall bear the following
legend (the “Private Placement Legend”) on the face thereof:




	 	 
	 	THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES
ACT OF 1933, AS AMENDED (THE “ACT”), AND, ACCORDINGLY, MAY NOT
BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE
ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH
BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS
THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED
IN RULE 144A UNDER THE ACT) OR (B) IT IS AN “ACCREDITED
INVESTOR” (AS DEFINED IN RULE 501 (a)(1), (2), (3) OR (7)
UNDER THE ACT) (AN “ACCREDITED INVESTOR”) OR (C) IT IS NOT A
U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE
TRANSACTION, (2) AGREES THAT IT WILL NOT WITHIN TWO YEARS
AFTER THE ORIGINAL ISSUANCE OF THIS NOTE RESELL OR OTHERWISE
TRANSFER THIS NOTE EXCEPT (A) TO THE ISSUER OR ANY SUBSIDIARY
THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED
INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE
ACT, (C) INSIDE THE UNITED STATES TO AN ACCREDITED INVESTOR
THAT IS ACQUIRING THIS NOTE FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF SUCH AN ACCREDITED INVESTOR, IN EACH CASE IN A
MINIMUM PRINCIPAL AMOUNT OF $250,000, FOR INVESTMENT PURPOSES
AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH
ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, THAT,
PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS FURNISHED ON ITS
BEHALF BY A U.S. BROKER-DEALER) TO THE TRUSTEE A SIGNED LETTER
CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO
THE RESTRICTIONS ON TRANSFER OF THIS NOTE (THE FORM OF WHICH
LETTER CAN BE OBTAINED FROM THE TRUSTEE), (D) OUTSIDE THE
UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH
RULE 904 UNDER THE ACT, (E) PURSUANT TO THE EXEMPTION FROM
REGISTRATION PROVIDED BY RULE 144



25






 




	 	 
	 	UNDER THE ACT (IF AVAILABLE) OR (F) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT AND (3) AGREES THAT IT
WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A
NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN
CONNECTION WITH ANY TRANSFER OF THIS NOTE WITHIN TWO YEARS
AFTER ORIGINAL ISSUANCE OF THIS NOTE, IF THE PROPOSED
TRANSFEREE IS AN ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR
TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND THE ISSUER SUCH
CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER
OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER
IS BEING MADE PURSUANT TO AN EXEMPTION FROM OR IN A
TRANSACTION NOT SUBJECT TO THE REGISTRATION REQUIREMENTS OF
THE ACT. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,”
“UNITED STATES” AND “U.S. PERSON” HAVE THE MEANING GIVEN TO
THEM BY REGULATION S UNDER THE ACT.




	 	 
	 	(ii)     Each Global Note shall bear the following legend on
the face thereof:












	 	 
	 	UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
(“DTC”), TO SUSQUEHANNA MEDIA CO. OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.




	 	 
	 	(iii)     The Initial Global Notes shall bear the following legend
on the face thereof:





	 	 
	 	TRANSFER OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN
WHOLE, AND NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST
COMPANY OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE
AND TRANSFERS OF INTERESTS IN THIS GLOBAL NOTE SHALL BE
LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN SECTION 2.07 OF THE INDENTURE, DATED AS OF APRIL
23, 2003 BETWEEN SUSQUEHANNA MEDIA CO., AS ISSUER, AND J.P.
MORGAN TRUST COMPANY, NATIONAL ASSOCIATION, AS TRUSTEE,
PURSUANT TO WHICH THIS NOTE WAS ISSUED.



26






 







	 	 
	 	(iv)     The Exchange Global Note shall bear the following
legend on the face thereof:





	 	 
	 	TRANSFER OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN
WHOLE, AND NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST
COMPANY OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE.



     SECTION 2.02. Execution and Authentication. The Notes shall be
executed on behalf of the Issuer by its Chief Executive Officer, President,
Chief Operating Officer, Treasurer or any Vice President, and shall be attested
by the Issuer’s Secretary or one of its Assistant Secretaries, in each case by
manual or facsimile signature. The Notes shall be authenticated by manual
signature of an authorized signatory of the Trustee and shall not be valid for
any purpose unless so authenticated.


     In case any officer of the Issuer whose signature shall have been
placed upon any of the Notes shall cease to be such officer of the Issuer
before
authentication of such Notes by the Trustee and the issuance and delivery
thereof, such Notes may, nevertheless, be authenticated by the Trustee and
issued and delivered with the same force and effect as though such Person had
not ceased to be such an officer of the Issuer.


     The Trustee shall, upon receipt of an Issuer Order requesting such
action, authenticate (a) Initial Notes for original issue on the date hereof in
an aggregate principal amount of $150,000,000, (b) Exchange Notes for issue
pursuant to a Registered Exchange Offer for such Initial Notes in a principal
amount equal to the principal amount of Initial Notes exchanged in such
Registered Exchange Offer, or (c) Add-On Notes in unlimited aggregate principal
amounts, subject to any restrictions or limitations on Indebtedness set forth
in
this Indenture, and (d) if applicable, the related Exchange Notes for any such
Add-On Notes. Such Issuer Order shall specify the amount of Notes to be
authenticated and the date on which the Notes are to be authenticated and shall
further provide instructions concerning registration, amounts for each Holder
and delivery. Except as permitted by Sections 2.13 and 2.14(b), all Notes
originally issued on the date hereof and all Add-On Notes shall be identical in
all respects other than the date of issuance, the dates from which interest
accrues and any other changes relating thereto. Notwithstanding anything to the
contrary contained in this Indenture, all Notes issued under this Indenture
shall vote and consent together on all matters as one class and no series of
Notes will have the right to vote or consent as a separate class on any matter.


     Upon the occurrence of any event specified in Section 2.07(c) hereof,
the Issuer shall execute and the Trustee shall authenticate and make available
for delivery to each beneficial owner identified by the Depositary, in exchange
for such beneficial owner’s interest in the Initial Global Notes or Exchange
Global Note, as the case may be, Initial Certificated Notes or Exchange
Certificated Notes, as the case may be, representing Notes theretofore
represented by the Initial Global Notes or Exchange Global Note, as the case
may
be.


     A Note shall not be valid or entitled to any benefits under this
Indenture or obligatory for any purpose unless executed by the Issuer and
authenticated by the manual signature of one of


27






 


the authorized signatories of the Trustee as provided herein. Such signature
upon any Note shall be conclusive evidence, and the only evidence, that such
Note has been duly authenticated and delivered under this Indenture and is
entitled to the benefits of this Indenture.


     The Trustee may appoint an authenticating agent reasonably acceptable
to the Issuer to authenticate the Notes. Unless limited by the terms of such
appointment, an authenticating agent may authenticate the Notes whenever the
Trustee may do so. Each reference in this Indenture to authentication by the
Trustee includes authentication by such agent. Any authenticating agent of the
Trustee shall have the same rights hereunder as any Registrar or Paying Agent.


     Notwithstanding the foregoing, if any Note shall have been
authenticated and delivered hereunder but never issued and sold by the Issuer,
and the Issuer shall deliver such Note to the Trustee for cancellation as
provided in Section 2.11 together with a written statement (which need not be
accompanied by an Opinion of Counsel) stating that such Note has never been
issued and sold by the Issuer, for all purposes of this Indenture such Note
shall be deemed never to have been authenticated and delivered hereunder and
shall not be entitled to the benefits of this Indenture.


     SECTION 2.03. Registrar and Paying Agent. The Issuer shall maintain,
pursuant to Section 4.02 hereof, an office or agency where the Notes may be
presented for registration of transfer or for exchange (the “Registrar”), an
office or agency where Notes may be presented for payment (the “Paying Agent”)
and an office or agency where notices and demands to or upon the Issuer in
respect of the Notes and this Indenture may be served.


     The Issuer shall cause to be kept at such office a register (the “Note
Register”) in which, subject to such reasonable regulations as it may
prescribe,
the Issuer shall provide for the registration of Notes and of transfers of
Notes
entitled to be registered or transferred as provided herein. The Trustee, at
its
Dallas, Texas office, is initially appointed Registrar for the purpose of
registering Notes and transfers of Notes as herein provided. The Issuer may,
upon written notice to the Trustee, change the designation of the Trustee as
Registrar and appoint another Person to act as Registrar for purposes of this
Indenture. If any Person other than the Trustee acts as Registrar, the Trustee
shall have the right at any time, upon reasonable notice, to inspect or examine
the Note Register and to make such inquiries of the Registrar as the Trustee
shall in its discretion deem necessary or desirable in performing its duties
hereunder.


     The Issuer shall enter into an appropriate agency agreement with any
Person designated by the Issuer as Registrar or Paying Agent that is not a
party
to this Indenture, which agreement shall incorporate the provisions of the TIA
and shall implement the provisions of this Indenture that relate to such
Registrar or Paying Agent. Prior to the designation of any such Person, the
Issuer shall, by written notice (which notice shall include the name and
address
of such Person), inform the Trustee of such designation. The Trustee, at its
Dallas, Texas office, is initially appointed Paying Agent under this Indenture.
If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall
act as such.


     Subject to Section 2.07 hereof, upon surrender for registration of
transfer of any Note at an office or agency of the Issuer designated for such
purpose, the Issuer shall execute, and the


28






 


Trustee shall authenticate and make available for delivery, in the name of the
designated transferee or transferees, one or more new Initial Notes or Exchange
Notes, as the case may be, of any authorized denomination or denominations, of
like tenor and aggregate principal amount, all as requested by the transferor.


     Every Note presented or surrendered for registration of transfer or for
exchange shall (if so required by the Issuer, the Trustee or the Registrar) be
duly endorsed, or be accompanied by a duly executed instrument of transfer in
form satisfactory to the Issuer, the Trustee and the Registrar, by the Holder
thereof or such Holder’s attorney duly authorized in writing.


     SECTION 2.04. Paying Agent To Hold Money in Trust. On or prior to each
due date of the principal, premium, if any, or any payment of interest or
Liquidated Damages, if any, with respect to any Note, the Issuer shall deposit
with the Paying Agent a sum sufficient to pay such principal, premium, if any,
or interest or Liquidated Damages, if any, when so becoming due.


     The Issuer shall require each Paying Agent (other than the Trustee) to
agree in writing that such Paying Agent shall hold in trust for the benefit of
Holders or the Trustee all money held by such Paying Agent for the payment of
principal, premium, if any, or interest or Liquidated Damages, if any, with
respect to the Notes, shall notify the Trustee of any default by the Issuer in
making any such payment and at any time during the continuance of any such
default, upon the written request of the Trustee, shall forthwith pay to the
Trustee all sums held in trust by such Paying Agent.


     The Issuer at any time may require a Paying Agent to pay all money held
by it to the Trustee and to account for any funds disbursed by such Paying
Agent. Upon complying with this Section 2.04, the Paying Agent shall have no
further liability for the money delivered to the Trustee.


     SECTION 2.05 Holder Lists. The Trustee shall preserve in as current a
form as is reasonably practicable the most recent list available to it of the
names and addresses of all Holders and shall otherwise comply with TIA Section
312(a). If the Trustee is not the Registrar, the Issuer shall furnish to the
Trustee at least seven Business Days before each Interest Payment Date and at
such other times as the Trustee may request in writing, a list in such form and
as of such date as the Trustee may reasonably require of the names and
addresses
of the Holders of Notes and the Issuer shall otherwise comply with TIA Section
312(a).


     SECTION 2.06. Global Notes. (a) So long as a Global Note is registered
in the name of the Depositary or its nominee, members of, or participants in,
the Depositary (“Agent Members”) shall have no rights under this Indenture with
respect to any Global Note held on their behalf by the Depositary or the
Trustee
as its custodian, and the Depositary may be treated by the Issuer, the
Guarantors, if any, the Trustee and any agent of the Issuer, the Guarantors, if
any, or the Trustee as the absolute owner of such Global Note for all purposes.
Notwithstanding the foregoing, nothing herein shall (i) prevent the Issuer, the
Guarantors, if any, the Trustee or any agent of the Issuer, the Guarantors, if
any, or the Trustee, from giving effect to any written certification, proxy or
other authorization furnished by the Depositary or (ii) impair, as between


29






 


the Depositary and its Agent Members, the operation of customary practices
governing the exercise of the rights of a Holder.


     (b)       The Holder of a Global Note may grant proxies and otherwise
authorize any Person, including Agent Members and Persons that may hold
interests in such Global Note through Agent Members, to take any action which a
Holder is entitled to take under this Indenture or the Notes.


     (c)       Whenever, as a result of an optional redemption of Notes by
the Issuer, a Change of Control Offer, an Asset Sale Offer, a Registered
Exchange Offer or an exchange pursuant to the provisions of Section 2.07(b) or
Section 2.07(c) hereof, a Global Note is redeemed, repurchased or exchanged in
part, such Global Note shall be surrendered by the Holder thereof to the
Trustee
who shall cause an adjustment to be made to Schedule A thereof so that the
principal amount of such Global Note will correctly reflect such redemption,
repurchase or exchange and shall thereafter return such Global Note to such
Holder, provided that each such Global Note shall be in a principal amount of
$1,000 or an integral multiple thereof.


     SECTION 2.07. Transfer and Exchange. (a) By its acceptance of any
Initial Note represented by a certificate bearing the Private Placement Legend,
each Holder of, and beneficial owner of an interest in, such Initial Note
acknowledges the restrictions on transfer of such Initial Note set forth in the
Private Placement Legend and agrees that it will transfer such Initial Note
only
in accordance with the Private Placement Legend. Upon the registration of
transfer, exchange or replacement of an Initial Note not bearing the Private
Placement Legend, the Trustee shall deliver an Initial Note or Initial Notes
that do not bear the Private Placement Legend. Upon the transfer, exchange or
replacement of an Initial Note bearing the Private Placement Legend, the
Trustee
shall deliver an Initial Note or Initial Notes bearing the Private Placement
Legend, unless such legend may be removed from such Note as provided in this
Section 2.07(a). If the Private Placement Legend has been removed from an
Initial Note, as provided herein, no other Initial Note issued in exchange for
all or any part of such Initial Note shall bear such legend, unless the Issuer
has reasonable cause to believe that such other Initial Note represents a
“restricted security” within the meaning of Rule 144 and instructs the Trustee
in writing to cause a legend to appear thereon. Each Initial Note shall bear
the
Private Placement Legend unless and until:



	 
	(i)      a transfer of such Initial Note is made pursuant to an
effective Shelf Registration Statement, in which case the Private
Placement Legend shall be removed from such Initial Note so transferred
at the request of the Holder; or
	 
	(ii)     there is delivered to the Issuer such satisfactory evidence,
which may include an opinion of independent counsel, as may reasonably
be requested by the Issuer confirming that neither such legend nor the
restrictions on transfer set forth therein are required to ensure that
transfers of such Initial Note will not violate the registration and
prospectus delivery requirements of the Securities Act; provided, that
the Trustee shall not be required to determine (but may rely on a
determination made by the Issuer with respect to) the sufficiency of
any such evidence; and upon provision of such evidence, the Trustee
shall authenticate and deliver in exchange for such Initial Note, an
Initial Note or



30






 




	 
	Initial Notes (representing the same aggregate principal amount of the
Initial Note being exchanged) without such legend.







	 
	                 (b)     The following provisions of this paragraph (b) are applicable
only to Initial Notes bearing the Private Placement
Legend:








	 
	(i)     if the Holder of one or more Initial Certificated Notes wishes
to transfer such Initial Certificated Note(s) (or a portion thereof) to
a QIB pursuant to Rule 144A, (x) upon receipt by the Trustee, as
Registrar, of:




	 
	(A)     such Initial Certificated Note(s), duly endorsed as
provided herein,
	 
	(B)      written instructions from such Holder directing the
Trustee, as Registrar, to credit or cause to be credited a
beneficial interest in the Rule 144A Global Note equal to the
principal amount (or portion thereof) of such Initial
Certificated Note(s) to be transferred, specifying the
participant account at the Depositary to be credited with such
increase, and, if the entire principal amount of such Initial
Certificated Note(s) is not being transferred, to issue one or
more Initial Certificated Notes to the transferor in a
principal amount equal to the principal amount not
transferred, and
	 
	(C)      a certificate in the form of Exhibit E duly executed
by the transferor,




	 	 	 	and (y) subject to the rules and procedures of the Depositary, the
Trustee, as Registrar, shall:




	 
	(1)      cancel the Initial Certificated Note(s) delivered to
it;
	 
	(2)      increase the Rule 144A Global Note by adjustment to
Schedule A thereto and credit or cause to be credited the
specified participant account at the Depositary in accordance
with the foregoing; and
	 
	(3)      if applicable, authenticate and deliver to the
transferor one or more Initial Certificated Notes in
accordance with the foregoing.




	 
	(ii)      If the Holder of one or more Initial Certificated Notes wishes
to transfer such Initial Certificated Note(s) (or any portion thereof)
to an Institutional Accredited Investor, upon receipt by the Trustee,
as Registrar, of:




	 
	(A)      such Initial Certificated Note(s), duly endorsed as ]
provided herein;
	 
	(B)      written instructions from such Holder directing the
Trustee, as Registrar, to issue one or more Initial
Certificated Notes in the amounts specified to the transferee
and, if the entire principal amount of such Initial
Certificated Note(s) is not being transferred, the transferor
in an amount equal to the principal amount not transferred;
and



31






 




	 
	(C)     a certificate in the form of Exhibit F duly executed
by the transferor and a certificate in the form of Exhibit G
duly executed by the transferee,




	 	 	 	the Trustee, as Registrar, shall:




	 
	(1)      cancel the Initial Certificated Note(s) delivered to
it;
	 
	(2)      authenticate and deliver to the transferee Initial
Certificated Note(s) in a principal amount equivalent to the
principal amount of the Initial Certificated Notes being
transferred in accordance with the foregoing; and
	 
	(3)      if applicable, authenticate and deliver to the
transferor one or more Initial Certificated Notes in
accordance with the foregoing.




	 
	(iii)     If the Holder of a beneficial interest in a Rule 144A Global
Note wishes to transfer such interest (or a portion thereof) to an
Institutional Accredited Investor, (x) upon receipt by the Trustee, as
Registrar, of:




	 
	(A)      written instructions from the Holder of the Rule 144A
Global Note directing the Trustee, as Registrar, to issue one
or more Initial Certificated Notes in the amounts specified to
the transferee, debit or cause to be debited an equivalent
amount of beneficial interest in the Rule 144A Global Note and
specifying the participant account at the Depositary to be
debited with such decrease, and
	 
	(B)      a certificate in the form of Exhibit F from the
transferor and a certificate in the form of Exhibit G from the
transferee








	 	 	 	and (y) subject to the rules and procedures of the Depositary, the
Trustee, as Registrar, shall:





	 
	(1)      authenticate and deliver to the transferee Initial
Certificated Note(s) in a principal amount equivalent to the
principal amount of the beneficial interest in the Rule 144A
Global Note being transferred in accordance with the foregoing
and
	 
	(2)      decrease the Rule 144A Global Note by adjustment to
Schedule A thereof and debit or cause to be debited the
specified participant account at the Depositary for such
amount in accordance with the foregoing.




	 
	(iv)      If the Holder of a beneficial interest in a Rule 144A Global
Note wishes to transfer such interest (or any portion thereof) to a
Non-U.S. Person pursuant to Regulation S, (x) upon receipt by the
Trustee, as Registrar, of:



32






 




	 
	(A)      written instructions from the Holder of the Rule 144A
Global Note directing the Trustee, as Registrar, to credit or
cause to be credited a beneficial interest in the Regulation S
Global Note equal to the principal amount of the beneficial
interest in the Rule 144A Global Note to be transferred,
specifying the participant accounts with the Depositary to be
credited and debited and
	 
	(B)     a certificate in the form of Exhibit H from the
transferor and a certificate in the form of Exhibit I from the
transferee







	 	 	 	and (y) subject to the rules and procedures of the Depositary, the
Trustee, as Registrar, shall:










	 
	(1)     increase the Regulation S Global Note by adjustment
to Schedule A thereof and credit or cause to be credited the
specified participant account at the Depositary for such
amount in accordance with the foregoing, and
	 
	(2)     decrease the Rule 144A Global Note for such amount by
adjustment to Schedule A thereof and debit or cause to be
debited the specified participant account at the Depositary
for such amount in accordance with the foregoing.




	 
	(v)     If the Holder of one or more Initial Certificated Notes wishes
to transfer such Initial Certificated Note(s) (or any portion thereof)
to a Non-U.S. Person pursuant to Regulation S, (x) upon receipt by the
Trustee, as Registrar, of:




	 
	(A)     such Initial Certificated Note(s), duly endorsed as
provided herein,
	 
	(B)      written instructions from such Holder directing the
Trustee, as Registrar, to credit or cause to be credited a
beneficial interest in the Regulation S Global Note equal to
the principal amount (or portion thereof) of such Initial
Certificated Note(s) to be transferred, specifying the
participant account at the Depositary to be credited with such
increase, and, if the entire principal amount of such Initial
Certificated Note(s) is not being transferred, to issue one or
more Initial Certificated Notes to the transferor in a
principal amount equal to the principal amount not
transferred, and
	 
	(C)      a certificate in the form of Exhibit H from the
transferor and a certificate in the form of Exhibit I from the
transferee








	 	 	 	and (y) subject to the rules and procedures of the Depositary, the
Trustee, as Registrar, shall:









	 
	(1)      cancel the Initial Certificated Notes delivered to
it;
	 
	(2)      increase the Regulation S Global Note by adjustment
to Schedule A thereof and credit or cause to be credited the
specified participant account at the Depositary in accordance
with the foregoing; and



33






 




	 
	(3)      if applicable, authenticate and deliver to the
transferor one or more Initial Certificated Notes in
accordance with the foregoing.




	 
	(vi)      if the Holder of a beneficial interest in the Regulation S
Permanent Global Note wishes to transfer such interest (or any portion
thereof) to a QIB pursuant to Rule 144A, (x) upon receipt by the
Trustee, as Registrar, of:




	 
	(A)      written instructions from the Holder of the
Regulation S Permanent Global Note directing the Trustee, as
Registrar, to credit or cause to be credited a beneficial
interest in the Rule 144A Global Note equal to the principal
amount of the beneficial interest in the Regulation S
Permanent Global Note to be transferred, specifying the
participant accounts at the Depositary to be credited and
debited and
	 
	(B)      a certificate in the form of Exhibit E duly executed
by the transferor,









	 
	and (y) in accordance with the rules and procedures of the Depositary,
the Trustee, as Registrar, shall:











	 
	(1)      increase the Rule 144A Global Note by adjustment to
Schedule A thereto and credit or cause to be credited the
specified participant account at the Depositary for such
amount in accordance with the foregoing and
	 
	(2)      decrease the Regulation S Permanent Global Note by
adjustment to Schedule A thereof and debit or cause to be
debited the specified participant account at the Depositary
for such amount in accordance with the foregoing.




	 
	(vii)      if the Holder of a beneficial interest in the Regulation S
Permanent Global Note wishes to transfer such interest (or a portion
thereof) to an Institutional Accredited Investor, (x) upon receipt by
the Trustee, as Registrar, of:




	 
	(A)      written instructions from the Holder of the
Regulation S Permanent Global Note directing the Trustee, as
Registrar, to issue one or more Initial Certificated Notes in
specified amounts in the name of the transferee, debit or
cause to be debited an equivalent amount of beneficial
interest in the Regulation S Permanent Global Note and
specifying the participant account with the Depositary to be
debited with such decrease and
	 
	(B)      a certificate in the form of Exhibit F from the
transferor and a certificate in the form of Exhibit G from the
transferee,










	 
	and (y) subject to the rules and procedures of the Depositary, the
Trustee, as Registrar, shall:



34






 




	 
	(1)      authenticate and deliver to the transferee Initial
Certificated Note(s) in an equivalent amount to the beneficial
interest in the Regulation S Permanent Global Note being
transferred in accordance with the foregoing and
	 
	(2)      decrease the Regulation S Permanent Global Note by
adjustment to Schedule A thereto and debit or cause to be
debited the specified participant account for such amount at
the Depositary in accordance with the foregoing.




	 
	(viii)      beneficial interests in the Regulation S Temporary Global Note
cannot be transferred to anyone but Non-U.S. Persons in accordance with
the rules and procedures of the Depositary.
	 
	(ix)     (A)      If a Holder of a beneficial interest in an Initial
Global Note wishes at any time to transfer its interest in such Initial
Global Note pursuant to another applicable exemption from the
registration requirements of the Securities Act, such Holder may,
subject to the rules and procedures of the Depositary, cause the
exchange of such interest for one or more Initial Certificated Notes of
any authorized denomination or denominations and of the same aggregate
principal amount. Upon receipt by the Trustee, as Registrar, of (I)
written instructions from the Holder of such Initial Global Note
directing the Trustee, as Registrar, to authenticate and deliver one or
more Initial Certificated Notes of the same aggregate principal amount
as the beneficial interest in the Initial Global Note to be exchanged,
such instructions to contain the name or names of the designated
transferee or transferees, the authorized denomination or denominations
of the Initial Certificated Notes to be so issued and appropriate
delivery instructions and (II) such certifications, legal opinions or
other information as the Issuer or the Trustee may reasonably require
to confirm that such transfer is being made pursuant to an exemption
from, or in a transaction not subject to, the registration requirements
of the Securities Act, then the Trustee, as Registrar, will reduce such
Initial Global Note by the aggregate principal amount of the beneficial
interest therein to be exchanged by adjustment to Schedule A thereof
and debit or cause to be debited from the specified participant account
in accordance with the foregoing and concurrently with such reduction
and debit the Issuer shall execute, and the Trustee shall authenticate
and deliver, one or more Initial Certificated Notes of the same
aggregate principal amount in accordance with the foregoing; and
	 
	            (B)     if a Holder of one or more Initial Certificated Notes
wishes to transfer such Initial Certificated Note(s) pursuant to
another applicable exemption from the registration requirements of the
Securities Act, such Holder may, subject to the restrictions on
transfer set forth herein and in such Initial Certificated Note(s),
cause the exchange of such Initial Certificated Note(s) for one or more
Initial Certificated Notes of any authorized denomination or
denominations and of the same aggregate principal amount. Upon receipt
by the Trustee, as Registrar, of (I) such Initial Certificated Note(s),
duly endorsed as provided herein, (II) written instructions from such
Holder directing the Trustee, as Registrar, to authenticate and deliver
one or more Initial Certificated Notes of the same aggregate principal
amount as the Initial Certificated Note(s) to be exchanged, such
instructions to contain the name or names of the designated transferee
or transferees,



35






 




	 
	the authorized denomination or denominations of the Initial
Certificated Note(s) to be so issued and appropriate delivery
instructions and (III) such certifications, legal opinions or other
information as the Issuer or the Trustee may reasonably require to
confirm that such transfer is being made pursuant to an exemption from,
or in a transaction not subject to, the registration requirements of
the Securities Act, then the Trustee, as Registrar, shall cancel or
cause to be canceled such Initial Certificated Note(s) and concurrently
therewith, the Issuer shall execute, and the Trustee shall authenticate
and deliver, one or more Initial Certificated Notes of the same
aggregate principal amount, in accordance with the foregoing.
	 
	(x)      If the Holder of a beneficial interest in an Initial Global
Note (other than the holder of a beneficial interest in the Regulation
S Temporary Global Note) wishes to exchange such interest for an
Initial Certificated Note evidencing such interest, such Holder may,
subject to the rules and procedures of the Depositary, cause the
exchange of such interest for one or more Initial Certificated Notes of
any authorized denomination or denominations and of the same aggregate
principal amount. Upon receipt by the Trustee, as Registrar, of written
instructions from the Holder directing the Trustee, as Registrar, to
authenticate and deliver one or more Initial Certificated Notes of the
same aggregate principal amount as the beneficial interest in the
Initial Global Note to be transferred, such instructions to contain the
authorized denomination or denominations of the Initial Certificated
Notes to be so issued and appropriate delivery instructions, then the
Trustee, as Registrar, will reduce such Initial Global Note by the
aggregate principal amount of the beneficial interest therein to be
transferred by adjustment to Schedule A thereof and to debit or cause
to be debited from the specified participant account in accordance with
the foregoing, and concurrently with such reduction the Issuer shall
execute, and the Trustee shall authenticate and deliver, one or more
Initial Certificated Notes of the same aggregate principal amount in
accordance with the foregoing.



     The Issuer shall deliver to the Trustee, and the Trustee shall retain
for two (2) years, copies of all documents received pursuant to this Section
2.07(b). The Issuer shall have the right to inspect and make copies of all such
documents at its sole expense at any reasonable time upon the giving of
reasonable written notice to the Trustee.


     (c)       The Initial Global Notes or Exchange Global Note, as the case
may be, shall be exchanged by the Issuer for one or more Initial Certificated
Notes or Exchange Certificated Notes, as the case may be, if (i) the Depositary
has notified the Issuer that it is unwilling or unable to continue as, or
ceases
to be, a clearing agency registered under Section 17A of the Exchange Act and a
successor to the Depositary registered as a clearing agency under Section 17A
of
the Exchange Act is not able to be appointed by the Issuer within ninety (90)
calendar days, or (ii) the Depositary is at any time unwilling or unable to
continue as Depositary and a successor to the Depositary is not able to be
appointed by the Issuer within ninety (90) calendar days, or (iii) the Issuer,
at its option, notifies the Trustee in writing that it elects to cause the
issuance of Notes in the form of Certificated Notes. If an Event of Default
occurs and is continuing, the Issuer shall, at the request of the Holder
thereof, exchange all or part of the Initial Global Notes or Exchange Global
Note, as the case may be, for one or more Initial Certificated Notes or
Exchange
Certificated Notes, as the case may be; provided that the principal amount of


36






 


each of such Initial Certificated Note or Exchange Certificated Note, as the
case may be, and such Global Note, after such exchange, shall be $1,000 or an
integral multiple thereof. Whenever a Global Note is exchanged as a whole for
one or more Initial Certificated Notes or Exchange Certificated Notes, as the
case may be, it shall be surrendered by the Holder thereof to the Trustee for
cancellation. Whenever a Global Note is exchanged in part for one or more
Initial Certificated Notes or Exchange Certificated Notes, as the case may be,
it shall be surrendered by the Holder thereof to the Trustee and the Trustee
shall make the appropriate notations thereon pursuant to Section 2.06(c)
hereof.
All Initial Certificated Notes or Exchange Certificated Notes, as the case may
be, issued in exchange for a Global Note or any portion thereof shall be
registered in such names, and delivered, as the Depositary shall instruct the
Trustee in writing. Any Initial Certificated Notes issued pursuant to this
Section 2.07(c) shall include the Private Placement Legend, except as set forth
in Section 2.07(a) hereof.


     (d)     Any Initial Notes that are presented to the Registrar for
exchange pursuant to a Registered Exchange Offer shall be exchanged for
Exchange
Notes of equal principal amount upon surrender to the Registrar of the Initial
Notes to be exchanged in accordance with the terms of the Registered Exchange
Offer; provided that the Initial Notes so surrendered for exchange are
accompanied by a letter of transmittal and duly endorsed or accompanied by a
written instrument of transfer in form satisfactory to the Issuer, the Trustee
and the Registrar and duly executed by the Holder thereof or such Holder’s
attorney who shall be duly authorized in writing to execute such document on
behalf of such Holder. Whenever any Initial Notes are so surrendered for
exchange, the Issuer shall execute, and the Trustee shall authenticate and
deliver to the surrendering Holder thereof, Exchange Notes in the same
aggregate
principal amount as the Initial Notes so surrendered.


     (e)     A Holder may transfer a Note only upon the surrender of such
Note for registration of transfer. No such transfer shall be effected until,
and
the transferee shall succeed to the rights of a Holder only upon, final
acceptance and registration of the transfer in the Note Register by the
Registrar. When Notes are presented to the Registrar with a request to register
the transfer of, or to exchange, such Notes, the Registrar shall register the
transfer or make such exchange as requested if its requirements for such
transactions and any applicable requirements hereunder are satisfied. To permit
registrations of transfers and exchanges, the Issuer shall execute and the
Trustee shall authenticate and deliver Certificated Notes at the Registrar’s
request.


     (f)     The Issuer shall not be required to make and the Registrar
need not register the transfer or exchange of Certificated Notes or portions
thereof selected for redemption (except, in the case of a Certificated Note to
be redeemed in part, the portion of such Note not to be redeemed) or any
Certificated Notes for a period of fifteen (15) calendar days before a
selection
of Notes to be redeemed.


     (g)     No service charge shall be made for any registration of
transfer or exchange of Notes, but the Issuer may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any registration of transfer of Notes (other than in respect of
a Registered Exchange Offer, except as provided in the Registration Rights
Agreement).


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     (h)     All Notes issued upon any registration of transfer or exchange
pursuant to the terms of this Indenture will evidence the same debt and will be
entitled to the same benefits under this Indenture as the Notes surrendered for
such registration of transfer or exchange.


     (i)     Any Holder of a Global Note shall, by acceptance of such
Global Note, agree that transfers of beneficial interests in such Global Note
may be effected only through a book entry system maintained by the Depositary
(or its agent), and that ownership of a beneficial interest in the Notes
represented thereby shall be required to be reflected in book-entry form.
Transfers of a Global Note shall be limited to transfers, in whole and not in
part, to the Depositary, its successors, and their respective nominees.
Interests of beneficial owners in a Global Note shall be transferred in
accordance with the rules and procedures of the Depositary (or its successors),
which shall, in the case of the Initial Global Notes, include restrictions
designed to ensure that the beneficial owners of such Initial Global Notes are
QIBs or Non-U.S. Persons.


     SECTION 2.08. Replacement Notes. If a mutilated Note is surrendered to
the Registrar or if the Holder of a Note claims that the Note has been lost,
destroyed or wrongfully taken, the Issuer shall issue and the Trustee shall
authenticate a replacement Note if the requirements of Section 8-405 of the
Uniform Commercial Code are met and the Holder satisfies any other reasonable
requirements of the Trustee. If required by the Trustee or the Issuer, such
Holder shall furnish an indemnity bond sufficient in the judgment of the Issuer
and the Trustee to protect the Issuer, the Trustee, the Paying Agent, the
Registrar and any co-registrar from any loss or liability which any of them may
suffer if a Note is replaced. The Issuer and the Trustee may charge the Holder
for their expenses in replacing a Note.


     Every replacement Note is an additional obligation of the Issuer.


     SECTION 2.09. Outstanding Notes. Notes outstanding at any time are all
Notes authenticated by the Trustee except for those canceled by it, those
delivered to it for cancellation and those described in this Section as not
outstanding. A Note does not cease to be outstanding because the Issuer or an
Affiliate of the Issuer holds the Note.


     If a Note is replaced pursuant to Section 2.08, it ceases to be
outstanding unless the Trustee and the Issuer receive proof satisfactory to
them
that the replaced Note is held by a bona fide purchaser.


     If the Paying Agent segregates and holds in trust, in accordance with
this Indenture, on a Redemption Date or maturity date money sufficient to pay
all principal, premium, if any, and interest and Liquidated Damages, if any,
payable on that date with respect to the Notes (or portions thereof) to be
redeemed or maturing, as the case may be, and the Paying Agent is not
prohibited
from paying such money to the Noteholders on that date pursuant to the terms of
this Indenture, then on and after that date such Notes (or portions thereof)
cease to be outstanding and interest on them ceases to accrue.


     SECTION 2.10. Temporary Notes. Until definitive Notes are ready for
delivery, the Issuer may prepare and the Trustee shall authenticate and deliver
temporary Notes. Temporary


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Notes shall be substantially in the form of definitive Notes but may have
variations that the Issuer considers appropriate for temporary Notes. Without
unreasonable delay, the Issuer shall prepare and the Trustee shall authenticate
definitive Notes and deliver them in exchange for temporary Notes.


     SECTION 2.11. Cancellation. The Issuer at any time may deliver Notes
to the Trustee for cancellation. The Registrar and the Paying Agent shall
forward to the Trustee any Notes surrendered to them for registration of
transfer, exchange or payment. The Trustee and no one else shall cancel and
destroy (subject to the record retention requirements of the Exchange Act) all
Notes surrendered for registration of transfer, exchange, payment or
cancellation and deliver a certificate of such destruction to the Issuer unless
the Issuer directs the Trustee to deliver canceled Notes to the Issuer;
provided, that the Trustee shall not be required to destroy any Notes. The
Issuer may not issue new Notes to replace Notes it has redeemed, paid or
delivered to the Trustee for cancellation.


     SECTION 2.12. Payment of Interest, Interest Rights Preserved. Interest
on any Note which is payable, and is paid or duly provided for, on any Interest
Payment Date shall be paid to the Person in whose name such Note is registered
at the close of business on the Record Date for such interest payment, which
shall be the April 1 or October 1 (whether or not a Business Day) immediately
preceding such Interest Payment Date.


     Any interest on any Note which is payable, but is not paid or duly
provided for, on any Interest Payment Date (herein called “Defaulted Interest”)
shall forthwith cease to be payable to the registered Holder on the relevant
Record Date, and, except as hereinafter provided, such Defaulted Interest, and
any interest payable on such Defaulted Interest, may be paid by the Issuer, at
its election, as provided in clause (a) or (b) below:


     (a)     The Issuer may elect to make payment of any Defaulted
Interest, and any interest payable on such Defaulted Interest, to the Persons
in
whose names the Notes are registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest, which shall be fixed in
the following manner. The Issuer shall notify the Trustee in writing of the
amount of Defaulted Interest proposed to be paid on the Notes and the date of
the proposed payment, and at the same time the Issuer shall deposit with the
Trustee an amount of money equal to the aggregate amount proposed to be paid in
respect of such Defaulted Interest or shall make arrangements satisfactory to
the Trustee for such deposit prior to the date of the proposed payment, such
money when deposited to be held in trust for the benefit of the Persons
entitled
to such Defaulted Interest as provided in this Section 2.12(a). Thereupon the
Trustee shall fix a Special Record Date for the payment of such Defaulted
Interest which shall be not more than fifteen (15) calendar days and not less
than ten (10) calendar days prior to the date of the proposed payment and not
less than ten (10) calendar days after the receipt by the Trustee of the notice
of the proposed payment. The Trustee shall promptly notify the Issuer of such
Special Record Date and, in the name and at the expense of the Issuer, shall
cause notice of the proposed payment of such Defaulted Interest and the Special
Record Date therefor to be sent, first-class mail, postage prepaid, to each
Holder at such Holder’s address as it appears in the Note Register, not less
than ten (10) calendar days prior to such Special Record Date. Notice of the
proposed payment of such Defaulted Interest and the Special Record Date
therefor
having been mailed as


39






 


aforesaid, such Defaulted Interest shall be paid to the Persons in whose names
the Notes are registered at the close of business on such Special Record Date
and shall no longer be payable pursuant to the following clause (b); or


     (b)     The Issuer may make payment of any Defaulted Interest, and any
interest payable on such Defaulted Interest, on the Notes in any other lawful
manner not inconsistent with the requirements of any securities exchange on
which the Notes may be listed, and upon such notice as may be required by such
exchange, if, after notice given by the Issuer to the Trustee of the proposed
payment pursuant to this clause (b), such manner of payment shall be deemed
practicable by the Trustee.


     Subject to the foregoing provisions of this Section 2.12, each Note
delivered under this Indenture upon registration of transfer of, or in exchange
for, or in lieu of, any other Note, shall carry the rights to interest accrued
and unpaid, and to accrue, which were carried by such other Note.


     SECTION 2.13 Add-On Notes. The Issuer may, from time to time, subject
to compliance with any other applicable provisions of this Indenture (including
but not limited to Section 4.08), without the consent of the Holders, create
and
issue pursuant to this Indenture additional notes in unlimited aggregate
principal amounts, having terms and conditions identical to those of the Notes
except for the date of issuance (“Add-On Notes”) (or the same except for the
payment of interest accruing prior to the date of issuance of such Add-On Notes
and as otherwise provided in the following sentence), which Add-On Notes will
be
treated, together with any other outstanding Notes, as a single issue of
securities. The Issuer may, in connection with the issuance of any Add-On
Notes,
by Board Resolution or supplemental indenture make appropriate adjustments to
this Article II applicable to such Add-On Notes in order to ensure compliance
with the Securities Act and any registration rights or similar agreement
applicable to such Add-On Notes.


     SECTION 2.14. CUSIP or ISIN Numbers. (a) The Issuer in issuing the
Notes may use CUSIP or ISIN numbers (if then generally in use) and, if so, the
Trustee shall use CUSIP or ISIN numbers, as applicable, in notices of
redemption
as a convenience to Holders; provided, that any such notice may state that no
representation is made as to the correctness of such numbers either as printed
on the Notes or as contained in any notice of a redemption and that reliance
may
be placed only on the other identification numbers printed on the Notes, and
any
such redemption shall not be affected by any defect in or omission of such
numbers.


     (b)     In the event that the Issuer shall issue and the Trustee shall
authenticate any Add-On Notes pursuant to Section 2.02, the Issuer shall use
its
best efforts to obtain the same CUSIP or ISIN number for such Add-On Notes as
is
printed on the Notes outstanding at such time; provided, however, that if any
Add-On Notes are determined, pursuant to an Opinion of Counsel, to be a
different class of security than the Notes outstanding at such time for federal
income tax purposes, the Issuer may obtain a CUSIP or ISIN number for such
series of Add-On Notes that is different from the CUSIP or ISIN number printed
on the Notes then outstanding and if any Add-On Notes are required to carry a
Private Placement Legend and other Notes outstanding at such


40






 


time are not or vice versa, the Issuer may obtain and use a different CUSIP or
ISIN number for such Add-On Notes for such time as such difference applies.


     SECTION 2.15. Transfers, etc. Each Holder of a Note agrees to
indemnify the Issuer and the Trustee against any liability that may result from
the transfer, exchange or assignment by such Holder of such Holder’s Note in
violation of any provision of this Indenture or applicable U.S. Federal or
state
securities law.


ARTICLE 3



REDEMPTION



     SECTION 3.01. Notices to Trustee. If the Issuer elects to redeem Notes
pursuant to paragraph 8 of the Initial Notes or paragraph 7 of the Exchange
Notes, it shall notify the Trustee in writing of the Redemption Date and the
principal amount of Notes to be redeemed.


     The Issuer shall give each notice to the Trustee provided for in this
Section 3.01 not less than thirty (30) days nor more than sixty (60) days
before
the Redemption Date unless the Trustee consents to a shorter period. Such
notice
shall be accompanied by an Officers’ Certificate and an Opinion of Counsel from
the Issuer to the effect that such redemption will comply with the conditions
herein.


     SECTION 3.02. Selection of Notes To Be Redeemed. If fewer than all the
Notes are to be redeemed, the Trustee shall select the Notes to be redeemed pro
rata or by lot or by a method that complies with applicable legal and
securities
exchange requirements, if any, and that the Trustee considers fair and
appropriate and in accordance with methods generally used at the time of
selection by fiduciaries in similar circumstances. The Trustee shall make the
selection from outstanding Notes not previously called for redemption. The
Trustee may select for redemption portions of the principal of Notes that have
denominations larger than $1,000. Notes and portions of them the Trustee
selects
shall be in amounts of $1,000 or a whole multiple of $1,000. Provisions of this
Indenture that apply to Notes called for redemption also apply to portions of
Notes called for redemption. The Trustee shall notify the Issuer promptly of
the
Notes or portions of Notes to be redeemed.


     SECTION 3.03. Notice of Redemption. At least twenty (20) days but not
more than sixty (60) days before a Redemption Date, the Issuer shall mail a
notice of redemption by first-class mail, postage prepaid, to each Holder of
Notes to be redeemed.


     The notice shall identify the Notes to be redeemed and shall state:




     (a)     the Redemption Date;




     (b)     the Redemption Price;




     (c)     the name and address of the Paying Agent;






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     (d)     that Notes called for redemption must be surrendered to the
Paying Agent to collect the Redemption Price;


     (e)     if any Global Note is being redeemed in part, the portion of
the principal amount of such Note to be redeemed and that, after the Redemption
Date, such Global Note, with a notation on Schedule A thereof adjusting the
principal amount thereof to be equal to the unredeemed portion, will be
returned
to the Holder thereof,


     (f)     if any Certificated Note is being redeemed in part, the
portion of the principal amount of such Note to be redeemed and that, after the
Redemption Date, a new Certificated Note or Certificated Notes in principal
amount equal to the unredeemed portion will be issued;


     (g)     if fewer than all the outstanding Notes are to be redeemed,
the identification and principal amounts of the particular Notes to be
redeemed;


     (h)     that, unless the Issuer defaults in making such redemption
payment or the Paying Agent is prohibited from making such payment pursuant to
the terms of this Indenture, interest on Notes (or portion thereof) called for
redemption ceases to accrue on and after the Redemption Date; and


     (i)     that no representation is made as to the correctness or
accuracy of the CUSIP number, if any, listed in such notice or printed on the
Notes.


     At the Issuer’s request, the Trustee shall give the notice of
redemption in the Issuer’s name and at the Issuer’s expense. In such event, the
Issuer shall provide the Trustee with the information required by this Section
3.03.


     SECTION 3.04. Effect of Notice of Redemption. Once notice of
redemption is mailed, Notes called for redemption become due and payable on the
Redemption Date and at the Redemption Price stated in the notice. Upon
surrender
to the Paying Agent, such Notes shall be paid at the Redemption Price stated in
the notice, plus accrued interest to the Redemption Date. Failure to give
notice
or any defect in the notice to any Holder shall not affect the validity of the
notice to any other Holder.


     SECTION 3.05. Deposit of Redemption Price. On or prior to the
Redemption Date, the Issuer shall deposit with the Paying Agent (or, if the
Issuer or a domestically incorporated wholly-owned Subsidiary is the Paying
Agent, shall segregate and hold in trust) money in immediately available funds,
sufficient to pay the Redemption Price of and accrued interest on all Notes to
be redeemed on that date other than Notes or portions of Notes called for
redemption which have been delivered by the Issuer to the Trustee for
cancellation.


     So long as the Issuer complies with the preceding paragraph and the
other provisions of this Article 3, interest on the Notes or portions thereof
to
be redeemed on the applicable Redemption Date shall cease to accrue from and
after such date and such Notes or portions thereof shall be deemed not to be
entitled to any benefit under this Indenture except to receive payment of the
Redemption Price on the Redemption Date (subject to the right of each Holder of


42






 


record on the relevant Record Date to receive interest due on the relevant
Interest Payment Date). If any Note called for redemption shall not be so paid
upon surrender for redemption, then, from the Redemption Date until such
Redemption Price is paid, interest shall be paid on the unpaid principal and
premium, if any, and, to the extent permitted by law, on any accrued but unpaid
interest thereon, in each case at the rate prescribed therefor by such Notes.


     SECTION 3.06. Notes Redeemed in Part. Upon surrender of a Note that is
redeemed in part, the Issuer shall execute and the Trustee shall authenticate
for the Holder of the Note being surrendered (at the Issuer’s expense) a new
Note equal in principal amount to the unredeemed portion of the Note
surrendered.


ARTICLE 4



COVENANTS



     SECTION 4.01. Payment of Notes. The Issuer shall promptly pay the
principal of, premium, if any, and interest and Liquidated Damages, if any, on
the Notes on the dates and in the manner provided in the Notes and in this
Indenture. Principal, premium, if any, and interest and Liquidated Damages, if
any, shall be considered paid on the date due if on such date the Trustee or
the
Paying Agent holds in accordance with this Indenture money sufficient to pay
all
principal, premium, if any, and interest and Liquidated Damages, if any, then
due and the Trustee or the Paying Agent, as the case may be, is not prohibited
from paying such money to the Noteholders on that date pursuant to the terms of
this Indenture.


     To the extent lawful, the Issuer shall pay interest on overdue
principal, overdue premium, Defaulted Interest and Liquidated Damages (without
regard to any applicable grace period) at the interest rate borne on the Notes.
The Issuer’s obligation pursuant to the previous sentence shall apply whether
such overdue amount is due at its maturity, as a result of the Issuer’s
obligations pursuant to Sections 3.05, Section 4.11 or Section 4.14 hereof, or
otherwise.


     All payments with respect to a Global Note or a Certificated Note
(including principal, premium, if any, interest and Liquidated Damages, if any)
the Holders of which have given wire transfer instructions to the Issuer will
be
required to be made by wire transfer of immediately available funds to the
account or (in the case of a Global Note) accounts specified by the Holders
thereof or, if no such account is specified, by sending via first-class mail,
postage prepaid, a check to each such Holders’ registered address.


     SECTION 4.02. Maintenance of Office or Agency. The Issuer shall
maintain an office or agency where Notes may be presented or surrendered for
payment and where Notes may be surrendered for registration of transfer or
exchange, which shall initially be the office of the Trustee in Dallas, Texas.
The Issuer shall maintain an office where notices and demands to or upon the
Issuer in respect of the Notes and this Indenture may be served, which office
shall be initially the Corporate Trust Office designated in the definition of
“Corporate Trust Office.” The Issuer shall give prompt written notice to the
Trustee of the location, and any change in the location, of such office or
agency. If at any time the Issuer shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the address thereof,
such


43






 


presentations, surrenders, notices and demands may be made or served at the
designated office of the Trustee, and the Issuer hereby appoints the Trustee
its
agent to receive all presentations, surrenders, notices and demands.


     The Issuer may also from time to time designate one or more other
offices or agencies where the Notes may be presented or surrendered for any or
all of such purposes, and may from time to time rescind such designations;
provided, that no such designation or rescission shall in any manner relieve
the
Issuer of its obligation to maintain an office or agency for such purposes. The
Issuer shall give prompt written notice to the Trustee of any such designation
and any change in the location of any such other office or agency.


     The Issuer hereby designates the Dallas, Texas office of the Trustee as
one such office or agency of the Issuer in accordance with Section 2.03 hereof.


     SECTION 4.03. Money for the Notes to be Held in Trust. If the Issuer,
any Subsidiary of the Issuer or any of their respective Affiliates shall at any
time act as Paying Agent with respect to the Notes, such Paying Agent shall, on
or before each due date of the principal of, premium, if any, or interest or
Liquidated Damages, if any, on any of the Notes, segregate and hold in trust
for
the benefit of the Persons entitled thereto money sufficient to pay the
principal, premium, if any, or interest or Liquidated Damages, if any, so
becoming due until such money shall be paid to such Persons or otherwise
disposed of as herein provided, and shall promptly notify the Trustee of its
action or failure so to act.


     Whenever the Issuer shall have one or more Paying Agents with respect
to the Notes, it shall, prior to 10:00 a.m. New York, New York time on each due
date of the principal of, premium, if any, or interest or Liquidated Damages,
if
any, on any of the Notes, deposit with a Paying Agent a sum sufficient to pay
the principal, premium, if any, or interest or Liquidated Damages, if any, so
becoming due, such sum to be held in trust for the benefit of the Persons
entitled to such principal, premium, if any, or interest or Liquidated Damages,
if any, and (unless such Paying Agent is the Trustee) the Paying Agent shall
promptly notify the Trustee of the Issuer’s action or failure so to act.


     SECTION 4.04. Corporate Existence. Subject to the provisions of
Article 5 hereof, the Issuer shall do or cause to be done all things necessary
to preserve and keep in full force and effect the corporate existence, rights
(charter and statutory) and franchises of the Issuer and each of its Restricted
Subsidiaries; provided, that the Issuer and any such Restricted Subsidiary
shall
not be required to preserve the corporate existence of any such Restricted
Subsidiary or any such right or franchise if the Board of Directors shall
determine that the preservation thereof is no longer desirable in the conduct
of
the business of the Issuer and that the loss thereof is not disadvantageous in
any material respect to the Holders.


     SECTION 4.05. Maintenance of Property. The Issuer shall cause all
Property used in the conduct of its business or the business of any of its
Restricted Subsidiaries to be maintained and kept in good condition, repair and
working order and supplied with all necessary equipment and shall cause to be
made all necessary repairs, renewals, replacements, betterments and
improvements
thereof, all as, in the judgment of the Issuer, may be necessary so that the
business


44






 


carried on in connection therewith may be properly and advantageously conducted
at all times; provided, that nothing in this Section 4.05 shall prevent the
Issuer from discontinuing the operation or maintenance of any of such Property
if such discontinuance is, in the judgment of the Issuer, desirable in the
conduct of its business or the business of any of its Subsidiaries and not
disadvantageous in any material respect to the Holders.


     SECTION 4.06. Payment of Taxes and Other Claims. The Issuer and its
Subsidiaries shall pay or discharge or cause to be paid or discharged, before
the same shall become delinquent (a) all material obligations and liabilities,
(b) all taxes, assessments and governmental charges levied or imposed upon the
Issuer or any of its Subsidiaries or upon the income, profits or Property of
the
Issuer or any of its Subsidiaries and (c) all material lawful claims for labor,
materials and supplies which, if unpaid, might by law become a Lien upon the
Property of the Issuer or any of its Subsidiaries; provided, that the Issuer
shall not be required to pay or discharge or cause to be paid or discharged any
such tax, assessment, charge or claim whose amount, applicability or validity
is
being contested in good faith by appropriate proceedings and for which adequate
reserves in accordance with GAAP or other appropriate provision has been made.


     SECTION 4.07. SEC and Other Reports. Notwithstanding that the Issuer
may not be subject to the reporting requirements of Section 13 or 15(d) of the
Exchange Act, the Issuer shall file with the SEC, to the extent permitted, the
information, documents and other periodic or current reports as are specified
in
Sections 13 or 15(d) of the Exchange Act and applicable to a U.S. corporation
subject to such Sections, such information, documents and reports to be so
filed
at the times specified for the filing of such information, documents and
reports
under such Sections. In addition, the Issuer will make available, upon request,
to any Holder and any prospective purchaser of Notes the information required
pursuant to Rule 144A(d)(4) under the Securities Act during any period in which
the Issuer is not either subject to or filing reports under Section 13 or 15(d)
of the Exchange Act. The Issuer also shall comply with the provisions of
Section
314(a) of the TIA. Delivery of such reports, information and documents to the
Trustee is for informational purposes only and the Trustee’s receipt of such
shall not constitute constructive notice of any information contained therein,
including the Issuer’s compliance with any of its covenants hereunder (as to
which the Trustee is entitled to rely exclusively on Officers’ Certificates).


     SECTION 4.08. Limitation on Indebtedness. The Issuer shall not, and
shall not permit any Restricted Subsidiary to, incur, directly or indirectly,
any Indebtedness (including any Acquired Indebtedness) other than Permitted
Indebtedness. Notwithstanding the foregoing, in addition to Permitted
Indebtedness, the Issuer may incur Indebtedness (including Acquired
Indebtedness) and any Restricted Subsidiary may incur Acquired Indebtedness and
guarantee Senior Credit Facility obligations, if, in either case, (i) no
Default
or Event of Default shall have occurred and be continuing on the date of the
proposed incurrence of Indebtedness or would result as a consequence of such
proposed incurrence and (ii) immediately after giving effect to such proposed
incurrence, the Consolidated Leverage Ratio of the Issuer is less than 7.0
to 1.0.






45






 









     SECTION 4.09. Limitation on Restricted Payments.


     (a)     The Issuer shall not, and shall not permit any Restricted
Subsidiary, directly or indirectly, to, make a Restricted Payment if at the
time
the Issuer or such Restricted Subsidiary makes such Restricted Payment:



		
	 	     (i)     a Default or Event of Default shall have occurred and
be continuing (or would result therefrom); or
	 
	 	     (ii)     the Issuer or such Restricted Subsidiary is not able
to incur, after giving effect to such Restricted Payment, an additional
$1.00 of Indebtedness pursuant to the second sentence of Section 4.08;
or
	 
	 	     (iii)     the aggregate amount of such Restricted Payment and
all other Restricted Payments since the Issue Date (other than
Restricted Payments referred to in items (b)(i) and (b) (ii) below)
would exceed the sum of:




		
	 	     (A)     one hundred percent (100%) of the
Consolidated EBITDA accrued on a cumulative basis during the
period (treated as one accounting period) beginning on the
first day of the fiscal quarter beginning immediately
following the Issue Date to the end of the most recent fiscal
quarter ending at least forty-five (45) days prior to the date
of such Restricted Payment (or, in case such Consolidated Net
EBITDA shall be a deficit, minus 100% of such deficit) less
1.4 times Consolidated Interest Expense for the same period;
	 
	 	     (B)     the aggregate Net Cash Proceeds received by
the Issuer from the issuance or sale of, or as a capital
contribution in respect of, its Capital Stock (other than
Disqualified Stock) subsequent to the Issue Date (other than
an issuance or sale to a Subsidiary of the Issuer and other
than an issuance or sale to an employee stock ownership plan
or to a trust established by the Issuer or any of its
Subsidiaries for the benefit of their employees);
	 
	 	     (C)     the amount by which Indebtedness of the
Issuer is reduced on the Issuer’s balance sheet upon the
conversion or exchange (other than by a Subsidiary of the
Issuer) subsequent to the Issue Date of any Indebtedness of
the Issuer convertible or exchangeable for Capital Stock
(other than Disqualified Stock) of the Issuer (less the amount
of any cash, or the fair value of any other property,
distributed by the Issuer upon such conversion or exchange);
	 
	 	     (D)     an amount equal to the sum of (i) the net
reduction in Investment in any Person resulting from
dividends, repayments of loans or advances or other transfers
of assets, in each case to the Issuer or any Restricted
Subsidiary from such Person, and (ii) the portion
(proportionate to the Issuer’s equity interest in such
Subsidiary) of the fair market value of the net assets of an
Unrestricted Subsidiary at the time such Unrestricted
Subsidiary is designated a Restricted Subsidiary; provided,
that the foregoing sum shall not exceed, in the case of any



46






 







		
	 	Unrestricted Subsidiary, the amount of Investments previously
made (and treated as a Restricted Payment) by the Issuer or
any Restricted Subsidiary in such Unrestricted Subsidiary; and




		
	 	     (E) $5.0 million.



     (b)     The provisions of the foregoing paragraph (a) shall not
prohibit:



		
	 	     (i)     if no Default or Event of Default shall have occurred
and be continuing, any purchase or redemption of Capital Stock or
Subordinated Obligations of the Issuer made by exchange for, or out of
the proceeds of the substantially concurrent sale of, or capital
contribution in respect of, Capital Stock of the Issuer (other than
Disqualified Stock and other than Capital Stock issued or sold to a
Subsidiary of the Issuer); provided, that (A) such purchase or
redemption shall be excluded in the calculation of the amount of
Restricted Payments and (B) the Net Cash Proceeds from such sale or
capital contribution shall be excluded from the calculation of amounts
under clause (iii) (B) of paragraph (a) above;
	 
	 	     (ii)     if no Default or Event of Default exists, any
purchase, repurchase, redemption, defeasance or other acquisition or
retirement for value of Subordinated Obligations made by exchange for,
or out of the proceeds of the substantially concurrent sale of,
Indebtedness of the Issuer which is permitted to be incurred under
Section 4.08; provided, that such purchase, repurchase, redemption,
defeasance or other acquisition or retirement for value shall be
excluded in the calculation of the amount of Restricted Payments;
	 
	 	     (iii)     dividends paid within sixty (60) days after the date
of declaration thereof if at such date of declaration such dividend
would have complied with this covenant; provided, however, that at the
time of payment of such dividend, no other Default shall have occurred
and be continuing (or result therefrom); provided further, that such
dividend shall be included in the calculation of the amount of
Restricted Payments; and
	 
	 	     (iv)     if no other Default or Event of Default shall have
occurred and be continuing or would result therefrom, any purchase of
any fractional share of Capital Stock of the Issuer resulting from (A)
any dividend or other distribution on outstanding shares of Capital
Stock that is payable in shares of such Capital Stock (including any
stock split or subdivision of the outstanding Capital Stock of the
Issuer), (B) any combination of all of the outstanding shares of
Capital Stock of the Issuer, (C) any reorganization or consolidation of
the Issuer in any merger of the Issuer with or into any other Person or
(D) the conversion of any securities of the Issuer into shares of
Capital Stock of the Issuer; provided, however, that all such purchases
of fractional shares shall be included in the calculation of the amount
of Restricted Payments.









     SECTION 4.10. Limitation on Restrictions on Distributions from
Restricted Subsidiaries. The Issuer shall not, and shall not permit any
Restricted Subsidiary to, create or


47






 


otherwise cause or permit to exist or become effective any consensual
encumbrance or restriction on the ability of any Restricted Subsidiary:


     (a)     to pay dividends or make any other distributions on its
Capital Stock or any other interest or participation in, or measured by the
profits of the Issuer or such Restricted Subsidiary or pay any Indebtedness
owed
to the Issuer;


     (b)     to make any loans or advances to the Issuer or to any
Restricted Subsidiary; or


     (c)     to transfer any of its property or assets to the Issuer or to
any Restricted Subsidiary.


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



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




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




		
	 	     (iii)     the Notes, this Indenture or any Guarantee;




		
	 	     (iv)     any instrument governing Acquired Indebtedness, which
encumbrance or restriction is not applicable to any Person or the
properties or assets of any Person, other than the Person or the
properties or assets of the Person so acquired;




		
	 	     (v)     Refinancing Indebtedness incurred to refinance
Indebtedness referred to in clause (ii) or (iv); provided, however,
that the encumbrances and restrictions contained in any such
refinancing agreement are no less favorable to the Noteholders than
encumbrances and restrictions contained in such agreements governing
the Indebtedness being refinanced;
	 
	 	     (vi)     customary nonassignment provisions in leases
governing leasehold interests to the extent such provisions restrict
the transfer of the lease or the property leased thereunder;




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



48






 







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




		
	 	     (ix)     Liens securing Indebtedness otherwise permitted to be
incurred by Section 4.15 that limit the right of the Issuer or any of
its Restricted Subsidiaries to dispose of the assets subject to such
Lien; and




		
	 	     (x)     applicable law.



     SECTION 4.11. Limitation on Sales of Assets and Subsidiary Stock.


     (a)     The Issuer shall not, and shall not permit any Restricted
Subsidiary to, directly or indirectly, consummate any Asset Sale unless:



		
	 	     (i)     the Issuer or such Restricted Subsidiary receives
consideration at the time of such Asset Sale at least equal to the fair
market value (including as to the value of all non-cash consideration)
of the shares and assets subject to such Asset Sale (which fair market
value shall be determined in good faith by the Board of Directors for
any transaction (or series of transactions) involving in excess of
$1,000,000) and at least 75% of the consideration received therefor by
the Issuer or such Restricted Subsidiary is in the form of (A) cash or
Cash Equivalents and is received at the time of such sale or (B) (1)
long-term assets to be used by the Issuer or any Restricted Subsidiary
in a Related Business or (2) capital stock of a Restricted Subsidiary
or a Person engaged primarily in a Related Business that will become,
upon such purchase, a Restricted Subsidiary (collectively, “Replacement
Assets”); and




		
	 	     (ii)     an amount equal to 100% of the Net Available Cash
from such Asset Sale is applied by the Issuer (or such Restricted
Subsidiary, as the case may be):




		
	 	     (A)     first, to the extent the Issuer elects (or
is required by the terms of the Senior Credit Facility or
other Senior Indebtedness), to prepay or repay outstandings
under the Senior Credit Facility or such other Senior
Indebtedness; provided, that (1) there is a permanent
reduction in the availability of funds under the Senior Credit
Facility or such other Senior Indebtedness in an amount equal
to such prepayment or repayment and (2) such prepayment or
repayment is made within three hundred sixty-five (365) days
from the date of such Asset Sale; and
	 
	 	     (B)     second, to the extent the Issuer elects, and
within three hundred sixty-five (365) days from the date of
such Asset Sale, to purchase, construct or improve Replacement
Assets.



     (b)     Any Net Available Cash not applied within three hundred
sixty-five (365) days after the consummation of an Asset Sale as provided in
clauses (A) or (B) of paragraph (ii) above




49






 





will be deemed to constitute “Excess Proceeds.” When the aggregate amount of
Excess Proceeds exceeds $5,000,000, the Issuer will be required to make an
offer
to all Holders (an “Asset Sale Offer”), to purchase, on a pro rata basis the
principal amount of Notes equal in amount to the Excess Proceeds (and not just
the amount thereof that exceeds $5,000,000) (the “Asset Sale Offer Amount”), at
a purchase price in cash in an amount equal to one hundred percent (100%) of
the
principal amount thereof plus accrued and unpaid interest and Liquidated
Damages
thereon to the date of purchase (subject to the right of each Holder of record
on the relevant Record Date to receive interest due on the relevant Interest
Payment Date), in accordance with the procedures set forth in this Indenture,
and in accordance with the following standards:



		
	 	     (i)      If the aggregate principal amount of Notes tendered
pursuant hereto and instruments tendered pursuant to any other offer to
purchase the Issuer is required to extend in connection with a sale of
assets under any pari passu Indebtedness is greater than the Excess
Proceeds, the Trustee shall select the Notes and such other instruments
of pari passu Indebtedness to be purchased on a pro rata basis, based
on the aggregate principal amount of Notes and such other instruments
of pari passu Indebtedness tendered.




		
	 	     (ii)     If the aggregate principal amount of Notes tendered
pursuant hereto and other instruments of pari passu Indebtedness
tendered pursuant to any other offers to purchase that the Issuer is
required to extend in connection with a sale of assets is less than the
Excess Proceeds, the Issuer may use any remaining Excess Proceeds
following the completion of the Asset Sale Offer for general corporate
purposes (subject to the other provisions of this Indenture).



     Upon completion of an Asset Sale Offer, the amount of Excess Proceeds
then required to be otherwise applied in accordance with this covenant shall be
reset to zero, subject to any subsequent Asset Sale.






     (c)     In the event of the transfer of substantially all (but not
all) of the property and assets of the Issuer and its Subsidiaries as an
entirety to a Person in a transaction permitted under Section 5.01 below, the
successor corporation shall be deemed to have sold the properties and assets of
the Issuer and its Subsidiaries not so transferred for purposes of this
covenant, and shall comply with the provisions of this covenant with respect to
such deemed sale as if it were an Asset Sale. In addition, the fair market
value
of such properties and assets of the Issuer or its Subsidiaries deemed to be
sold shall be deemed to be Net Available Cash for purposes of this covenant.





     (d)      If at any time any non-cash consideration received by the Issuer or any Subsidiary in connection with any Asset Sale is converted into or
sold or otherwise disposed of for cash, then such conversion or disposition
shall be deemed to constitute an Asset Sale hereunder and the Net Available
Cash
thereof shall be applied in accordance with this covenant.



     (e)       Within thirty (30) calendar days after the date the amount of
Excess Proceeds exceeds $5,000,000, the Issuer, or the Trustee at the written
request and expense of the Issuer,


50






 


shall send to each Holder by first-class mail, postage prepaid, a notice
prepared by the Issuer stating:



		
	 	     (i)      that an Asset Sale Offer is being made pursuant to
this Section 4.11 and that all Notes that are timely tendered will be
accepted for payment, subject to proration if the amount of Excess
Proceeds is less than the aggregate principal amount of all Notes
timely tendered pursuant to the Asset Sale Offer;




		
	 	     (ii)     the Asset Sale Offer Amount, the amount of Excess
Proceeds that are available to be applied to purchase tendered Notes,
and the date Notes are to be purchased pursuant to the Asset Sale Offer
(the “Asset Sale Purchase Date”), which date shall be a Business Day no
earlier than thirty (30) calendar days nor later than sixty (60)
calendar days subsequent to the date such notice is mailed;




		
	 	     (iii)     that any Notes or portions thereof not tendered or
accepted for payment will continue to accrue interest;




		
	 	     (iv)     that, unless the Issuer defaults in the payment of
the Asset Sale Offer Amount with respect thereto, all Notes or portions
thereof accepted for payment pursuant to the Asset Sale Offer shall
cease to accrue interest from and after the Asset Sale Purchase Date;




		
	 	     (v)     that any Holder electing to have any Notes or
portions thereof purchased pursuant to the Asset Sale Offer will be
required to surrender such Notes, with the form entitled “Option of
Holder to Elect Purchase” on the reverse of such Notes completed, to
the Paying Agent at the address specified in the notice prior to the
close of business on the third Business Day preceding the Asset Sale
Purchase Date;




		
	 	     (vi)     that any Holder shall be entitled to withdraw such
election if the Paying Agent receives, not later than the close of
business on the fifth Business Day preceding the Asset Sale Purchase
Date, a facsimile transmission or letter, setting forth the name of the
Holder, the principal amount of Notes delivered for purchase, and a
statement that such Holder is withdrawing such Holder’s election to
have such Notes or portions thereof purchased pursuant to the Asset
Sale Offer;




		
	 	     (vii)     that any Holder electing to have Notes purchased
pursuant to the Asset Sale Offer must specify the principal amount that
is being tendered for purchase, which principal amount must be $1,000
or an integral multiple thereof;
	 
	 	     (viii)     if Certificated Notes have been issued hereunder,
that any Holder of Certificated Notes whose Certificated Notes are
being purchased only in part will be issued new Certificated Notes
equal in principal amount to the unpurchased portion of the
Certificated Note or Notes surrendered, which unpurchased portion will
be equal in principal amount to $1,000 or an integral multiple thereof;




51










 




		
	 	     (ix)     that the Trustee will return to the Holder of a
Global Note that is being purchased in part, such Global Note with a
notation on Schedule A thereof adjusting the principal amount thereof
to be equal to the unpurchased portion of such Global Note; and
	 
	 	     (x)     any other information necessary to enable any Holder
to tender Notes and to have such Notes purchased pursuant to this
Section 4.11.



     (f)       On the Asset Sale Purchase Date, the Issuer shall (i) accept
for payment any Notes or portions thereof properly tendered and selected for
purchase pursuant to the Asset Sale Offer and Section 4.11(e) hereof, (ii)
irrevocably deposit with the Paying Agent, by 10:00 a.m., New York City time,
on
such date, in immediately available funds, an amount equal to the Asset Sale
Offer Amount in respect of all Notes or portions thereof so accepted; and (iii)
deliver, or cause to be delivered, to the Trustee the Notes so accepted
together
with an Officers’ Certificate listing the Notes or portions thereof tendered to
the Issuer and accepted for payment. Subject to the provisions of Section 4.01,
the Paying Agent shall promptly send by first class mail, postage prepaid, to
each Holder of Notes or portions thereof so accepted for payment the Asset Sale
Offer Amount for such Notes or portions thereof. The Issuer shall publicly
announce the results of the Asset Sale Offer on or as soon as practicable after
the Asset Sale Purchase Date. For purposes of this Section 4.11, the Trustee
shall act as the Paying Agent.


     (g)     Upon surrender and cancellation of a Certificated Note that is
purchased in part, the Issuer shall promptly issue and the Trustee shall
authenticate and deliver to the surrendering Holder of such Certificated Note,
a
new Certificated Note equal in principal amount to the unpurchased portion of
such surrendered Certificated Note; provided that each such new Certificated
Note shall be in a principal amount of $1,000 or an integral multiple thereof.


     (h)     Upon surrender of a Global Note that is purchased in part, the
Paying Agent shall forward such Global Note to the Trustee who shall make a
notation on Schedule A thereof to reduce the principal amount of such Global
Note, as provided in Section 2.06(c) hereof.


     (i)     The Issuer shall comply, to the extent applicable, with the
requirements of Section 14(e) of the Exchange Act and any other securities laws
or regulations in connection with the repurchase of Notes pursuant to this
Section 4.11. To the extent that the provisions of any securities laws or
regulations conflict with provisions of this Section, the Issuer shall comply
with the applicable securities laws and regulations and shall not be deemed to
have breached its obligations under this Section 4.11 by virtue thereof.


     SECTION 4.12. Limitation on Affiliate Transactions.


     (a)     Except for Excluded Transactions, the Issuer shall not, and
shall not permit any Restricted Subsidiary to, enter into or permit to exist
any
transaction (including the purchase, sale, lease or exchange of any property,
employee compensation arrangements or the rendering of any service) with any
Affiliate of the Issuer (an “Affiliate Transaction”) unless the terms thereof:


52






 



		
	 	     (i)      are no less favorable to the Issuer or such
Restricted Subsidiary than those that could be obtained at the time of
such transaction in arm’s-length dealings with a Person who is not such
an Affiliate;




		
	 	     (ii)     if such Affiliate Transaction involves an amount in
excess of $1,000,000, (A) are set forth in writing and (B) have been
approved by a majority of the disinterested members of the Board of
Directors; and




		
	 	     (iii)     if such Affiliate Transaction involves an amount in
excess of $5,000,000, have been determined by a nationally recognized
investment banking or accounting firm having experience in such matters
to be fair, from a financial point of view, to the Issuer and its
Restricted Subsidiaries.



     (b)     The provisions of the foregoing paragraph (a) shall not
prohibit:



		
	 	     (i)     any Restricted Payment permitted to be paid pursuant
to Section 4.09 so long as any payment to a Permitted Holder is made
ratably to all stockholders of the applicable class of Capital Stock;




		
	 	     (ii)     any issuance of securities, or other payments, awards
or grants in cash, securities or otherwise pursuant to, or the funding
of, employment arrangements, stock options and stock ownership plans or
similar employee benefit plans or arrangements approved by the Board of
Directors;




		
	 	     (iii)     the grant of stock options or similar rights to
employees and directors of the Issuer pursuant to plans in existence on
the Issue Date and plans approved by the Board of Directors;




		
	 	     (iv)     loans or advances to employees in the ordinary course
of business in accordance with the past practices of the Issuer or its
Restricted Subsidiaries, but in any event not to exceed $1,000,000 in
the aggregate outstanding at any one time;




		
	 	     (v)     the payment of reasonable fees to directors of the
Issuer and its Restricted Subsidiaries who are not employees of the
Issuer or its Restricted Subsidiaries; and




		
	 	     (vi)     any Affiliate Transaction (x) between the Issuer and
a Restricted Subsidiary or (y) between Restricted Subsidiaries.



     SECTION 4.13. Limitation on the Sale or Issuance of Capital Stock of
Restricted Subsidiaries. The Issuer shall not sell or otherwise dispose of any
shares of Capital Stock of a Restricted Subsidiary, and shall not permit any
Restricted Subsidiary, directly or indirectly, to issue or sell or otherwise
dispose of any shares of its Capital Stock except to the Issuer or a
wholly-owned Restricted Subsidiary; provided, that this covenant will not
prohibit (i) the sale of all of the shares of the Capital Stock of any
Restricted Subsidiary owned at the time of such sale by the Issuer or any other
Restricted Subsidiary effected in accordance with Section 4.11 and Section
5.01,
(ii) the issuance of shares of Capital Stock of a Restricted Subsidiary
pursuant
to


53






 




employee benefit plans or arrangements approved by the Board of Directors of
the
Issuer or the applicable Restricted Subsidiary, (iii) the sale, pursuant to an
underwritten registered public offering, of shares of Capital Stock of a
Restricted Subsidiary effected in accordance with Section 4.11 or (iv) the
issuance of Capital Stock to the Issuer or a Restricted Subsidiary in an
Investment described by clause (i) in the definition of “Permitted Investment.”


     SECTION 4.14. Change of Control.


     (a)     Upon the occurrence of any of the following events (each a
“Change of Control”), each Holder shall have the right to require that the
Issuer repurchase such Holder’s Notes pursuant to the offer described in
Section
4.14(b) hereof (the “Change of Control Offer”) at a purchase price (the “Change
of Control Purchase Price”) in cash equal to one hundred and one percent (101%)
of the aggregate principal amount of such Notes (or portions thereof) to be
redeemed plus accrued and unpaid interest and Liquidated Damages, if any,
thereon, to the purchase date (the “Change of Control Payment Date”) (subject
to
the right of holders of record on the relevant Record Date to receive interest
due on the relevant Interest Payment Date):



		
	 	     (i)     (A) the Permitted Holders cease to be the “beneficial
owners” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act),
directly or indirectly, in the aggregate of at least 50.1% of the total
voting power of the Voting Stock of the Issuer or (B) any “person” (as
such term is used in Sections 13(d) and 14(d) of the Exchange Act),
other than one or more Permitted Holders, is or becomes the “beneficial
owner” (as defined in Rules 13d-3 and l3d-5 under the Exchange Act,
provided, that for purposes of this clause (B) such person shall be
deemed to have “beneficial ownership” of all shares that any such
person has the right to acquire, whether such right is exercisable
immediately or only after the passage of time), directly or indirectly,
of more than twenty-five percent (25%) of the total voting power of the
Voting Stock of the Issuer (for the purposes of this clause (i) the
Permitted Holders shall be deemed to beneficially own any Voting Stock
of a Person held by any other Person so long as the Permitted Holders
beneficially own, directly or indirectly in the aggregate at least
50.1% of the voting power of the Voting Stock of such other Person);




		
	 	     (ii)     the Issuer merges with or into another Person or
sells, assigns, conveys, transfers, leases or otherwise disposes of all
or substantially all of its assets to any Person, or any Person merges
with or into the Issuer, in any such event pursuant to a transaction in
which the outstanding Voting Stock of the Issuer is converted into or
exchanged for cash, securities or other property, other than any such
transaction where (x) the outstanding Voting Stock of the Issuer is
converted into or exchanged for (1) Voting Stock (other than
Disqualified Stock) of the surviving or transferee corporation or (2)
cash, securities or other property in an amount which could be paid by
the Issuer as a Restricted Payment under Section 4.09 and (y)
immediately after such transaction no “person” or “group” (within the
meaning of Section 13(d) or 14(d) of the Exchange Act) (other than the
Permitted Holders) is the “beneficial owner” (as defined in Rules 13d-3
and l3d-5 under the Exchange Act, except that a person shall be deemed
to have “beneficial ownership” of all shares that any such Person has
the right to acquire, whether such right is exercisable immediately or
only after the passage of time), directly or



54






 





		
	 	indirectly, of twenty-five percent (25%) or more of the voting power of
the Voting Stock of the surviving or transferee corporation on a Fully
Diluted basis;




		
	 	     (iii)     during any period of two consecutive years,
individuals who at the beginning of such period constituted the Board
of Directors (together with any new directors whose election by such
Board of Directors or whose nomination for election by the shareholders
of the Issuer was approved by a vote of sixty-six and two-thirds
percent (66 2/3%) of the directors of the Issuer at the time of such
approval who were either directors at the beginning of such period or
whose election or nomination for election was previously so approved)
cease for any reason to constitute a majority of the Board of Directors
then in office; or
	 	 
	 	     
(iv)     the liquidation or dissolution of the Issuer.




     (b)     Within 30 days following any Change of Control, the Issuer
shall mail a notice to each Holder with a copy to the Trustee stating:



		
	 	     (i)     that a Change of Control has occurred, the
circumstances and relevant facts with respect to such Change of Control
and that a Change of Control Offer is being made pursuant to this
Section 4.14, and that all Notes (or portions thereof) that are timely
tendered will be accepted for payment;




		
	 	     (ii)     the Change of Control Purchase Price and the Change
of Control Payment Date, which date shall be a Business Day no earlier
than thirty (30) calendar days nor later than sixty (60) calendar days
subsequent to the date such notice is mailed;




		
	 	     (iii)     that any Notes or portions thereof not tendered or
accepted for payment will continue to accrue interest;




		
	 	     (iv)      that, unless the Issuer defaults in the payment of
the Change of Control Purchase Price with respect thereto, all Notes or
portions thereof accepted for payment pursuant to the Change of Control
Offer shall cease to accrue interest from and after the Change of
Control Payment Date;




		
	 	     (v)     that any Holder electing to have any Notes or
portions thereof purchased pursuant to a Change of Control Offer will
be required to tender such Notes, with the form entitled “Option of
Holder to Elect Purchase” on the reverse of such Notes completed, to
the Paying Agent at the address specified in the notice prior to the
close of business on the third Business Day preceding the Change of
Control Payment Date;




		
	 	     (vi)      that any Holder shall be entitled to withdraw such
election if the Paying Agent receives, not later than the close of
business on the fifth Business Day preceding the Change of Control
Payment Date, a facsimile transmission or letter, setting forth the
name of the Holder, the principal amount of Notes delivered for
purchase, and a statement that such Holder is withdrawing such Holder’s
election to have such Notes or portions thereof purchased pursuant to
the Change of Control Offer;



55






 





		
	 	     (vii)     that any Holder electing to have Notes purchased
pursuant to the Change of Control Offer must specify the principal
amount that is being tendered for purchase, which principal amount must
be $1,000 or an integral multiple thereof,




		
	 	     (viii)     if Certificated Notes have been issued, that any
Holder of Certificated Notes whose Certificated Notes are being
purchased only in part will be issued new Certificated Notes equal in
principal amount to the unpurchased portion of the Certificated Note or
Notes surrendered, which unpurchased portion will be equal in principal
amount to $1,000 or an integral multiple thereof,




		
	 	     (ix)     that the Trustee will return to the Holder of a
Global Note that is being purchased in part, such Global Note with a
notation on Schedule A thereof adjusting the principal amount thereof
to be equal to the unpurchased portion of such Global Note; and




		
	 	     (x)     any other information necessary to enable any Holder
to tender Notes and to have such Notes purchased pursuant to this
Section 4.14.



     (c)     On the Change of Control Payment Date, the Issuer shall (i)
accept for payment all Notes or portions thereof properly tendered pursuant to
the Change of Control Offer, (ii) irrevocably deposit with the Paying Agent, by
10:00 a.m., New York City time, on such date, in immediately available funds,
an
amount equal to the Change of Control Purchase Price in respect of all Notes or
portions thereof so tendered and (iii) deliver or cause to be delivered to the
Trustee the Notes so tendered together with an Officers’ Certificate stating
the
aggregate principal amount of Notes or portions thereof being purchased by the
Issuer. Subject to the provisions of Section 4.01 hereof, the Paying Agent
shall
promptly send by first class mail, postage prepaid, to each Holder of Notes or
portions thereof so accepted for payment the Change of Control Purchase Price
for such Notes or portions thereof. The Issuer shall publicly announce the
results of the Change of Control Offer on or as soon as practicable after the
Change of Control Payment Date. For purposes of this Section 4.14, the Trustee
shall act as the Paying Agent.


     (d)     Upon surrender and cancellation of a Certificated Note that is
purchased in part pursuant to the Change of Control Offer, the Issuer shall
promptly issue and the Trustee shall authenticate and deliver to the
surrendering Holder of such Certificated Note a new Certificated Note equal in
principal amount to the unpurchased portion of such surrendered Certificated
Note; provided, that each such new Certificated Note shall be in a principal
amount of $1,000 or an integral multiple thereof.


     (e)     Upon surrender of a Global Note that is purchased in part
pursuant to a Change of Control Offer, the Paying Agent shall forward such
Global Note to the Trustee who shall make a notation on Schedule A thereof to
reduce the principal amount of such Global Note to an amount equal to the
unpurchased portion of such Global Note, as provided in Section 2.06(c) hereof.


     (f)     The Issuer shall comply, to the extent applicable, with the
requirements of Section 14(e) of the Exchange Act and any other securities laws
or regulations in connection with the


56






 




repurchase of Notes pursuant to this Section 4.14. To the extent that the
provisions of any securities laws or regulations conflict with provisions of
this Section 4.14, the Issuer shall comply with the applicable securities laws
and regulations and shall not be deemed to have breached its obligations under
this Section 4.14 by virtue thereof.


     (g)     Prior to complying with the provisions of this Section 4.14,
but in any event within 30 days following a Change of Control, the Issuer
shall,
to the extent required, either repay all outstanding Senior Indebtedness or
obtain the requisite consents, if any, under all agreements governing
outstanding Senior Indebtedness to permit the repurchase of Notes required by
this Section 4.14.


     SECTION 4.15. Limitation on Liens. Other than Permitted Liens, the
Issuer shall not, and shall not cause or permit any Restricted Subsidiary to,
directly or indirectly, create, incur, assume or permit to exist any Lien on or
with respect to any property or asset (including any document or instrument in
respect of goods or accounts receivable) of the Issuer or of any Restricted
Subsidiary, whether now owned or hereafter acquired, or assign or otherwise
convey any right to receive any income or profits therefrom, or file or permit
the filing of, or permit to remain in effect, any financing statement or other
similar notice of any Lien with respect to any such property, asset, income or
profits under the Uniform Commercial Code of any State or under any similar
recording or notice statute, unless (i) in the case of Liens securing
Indebtedness that is expressly subordinate or junior in right of payment to the
Notes, the Notes are secured by a Lien on such property, assets or proceeds
that
is senior in priority to such Liens and (ii) in all other cases, the Notes are
equally and ratably secured.


     SECTION 4.16. Limitation on Layered Indebtedness. Other than in
connection with (a) the Senior Credit Facility or (b) the purchase or
redemption
of minority equity interests in any Restricted Subsidiary from non-Affiliates
of
the Issuer, the Issuer shall not, and, if at any time Restricted Subsidiaries
become Guarantors, shall not permit any Restricted Subsidiary to, directly or
indirectly, incur any Indebtedness that is subordinate in right of payment to
any other Indebtedness, unless such Indebtedness is subordinate in right of
payment to, or ranks pari passu with, the Notes or, in the case of Restricted
Subsidiaries that are Guarantors, such Indebtedness is subordinate in right of
payment to, or ranks pari passu with, the Guarantees of such Guarantors.


     The Guarantors, if any, will not, directly or indirectly, guarantee any
Indebtedness of the Issuer that is subordinate in right of payment to any other
Indebtedness of the Issuer unless such guarantee is subordinate in right of
payment to, or ranks pari passu with, the Guarantees of such Guarantors.


     SECTION 4.17. Compliance Certificate. The Issuer shall deliver to the
Trustee within one hundred twenty (120) days after the end of each fiscal year
of the Issuer an Officers’ Certificate stating that in the course of the
performance by the signers of their duties as Officers of the Issuer they would
normally have knowledge of any Default and whether or not the signers know of
any Default that occurred during such period. If they do, the certificate shall
describe the Default, its status and what action the Issuer is taking or
proposes to take with respect thereto. The Issuer also shall comply with TIA
Section 314(a)(4).


57






 


     SECTION 4.18. Waiver of Stay, Extension or Usury Laws. Neither the
Issuer nor any Guarantor, if any, will at any time, to the extent that they may
lawfully not do so, insist upon, or plead, or in any manner whatsoever claim or
take the benefit or advantage of, any stay or extension law or any usury law or
other law that would prohibit or forgive the Issuer or its Subsidiaries from
paying all or any portion of the principal of or premium, if any, or interest
or
Liquidated Damages, if any, on the Notes as contemplated herein, wherever
enacted, now or at any time hereafter in force, or that may affect the
covenants
or the performance of this Indenture; and, to the extent that they may lawfully
do so, the Issuer and the Guarantors hereby expressly waive all benefit or
advantage of any such law and expressly agree that they will not hinder, delay
or impede the execution of any power herein granted to the Trustee, but will
suffer and permit the execution of every such power as though no such law had
been enacted.


     SECTION 4.19. Investment Company Act. None of the Issuer or its
Subsidiaries shall become an investment company subject to registration under
the Investment Company Act of 1940, as amended.


     SECTION
4.20. Limitation on Conduct of Business. The Issuer and its
Restricted Subsidiaries will not engage in any business other than a Related
Business.


     SECTION 4.21. Guarantees of Certain Indebtedness. The Issuer will not
permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee
or otherwise become liable for, or incur any lien securing, the payment of any
Indebtedness of the Issuer (other than obligations under the Senior Credit
Facility from time to time outstanding or other Indebtedness not to exceed
$2,000,000 in aggregate at any one time outstanding as to all of the Restricted
Subsidiaries) unless such Restricted Subsidiary, the Issuer, and the Trustee
execute and deliver a supplemental indenture pursuant to which such Restricted
Subsidiary becomes a Guarantor of the Notes and otherwise becomes obligated
hereunder. Neither the Issuer nor any such Guarantor shall be required to make
a
notation on the Notes or its Guarantee to reflect any such subsequent
Guarantee.
Nothing in this covenant shall be construed to permit any Restricted Subsidiary
of Susquehanna Media to incur Indebtedness otherwise prohibited by Section
4.08.


     SECTION 4.22. Further Instruments and Acts. Upon request of the
Trustee, the Issuer will execute and deliver such further instruments and do
such further acts as may be reasonably necessary or proper to carry out more
effectively the purpose of this Indenture.


ARTICLE 5



SUCCESSOR COMPANY



     SECTION
5.01.  When Issuer May Merge or Transfer Assets.


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


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	 	     (i)     the Issuer, in the case of a transaction involving
the Issuer, or such Restricted Subsidiary in the case of a transaction
involving a Restricted Subsidiary, shall be the resulting, surviving or
transferee Person or the resulting, surviving or transferee Person (in
either case, the “Successor Company”) shall be a Person organized and
existing under the laws of the United States of America, any State
thereof or the District of Columbia and the Successor Company (if not
the Issuer or such Restricted Subsidiary) shall expressly assume, by an
indenture supplemental hereto, executed and delivered to the Trustee,
in form satisfactory to the Trustee, all the obligations of the Issuer
under the Notes and this Indenture, or the obligation of such
Restricted Subsidiary under its Guarantee (if any shall then exist), as
the case may be;




		
	 	     (ii)     immediately after giving effect to such transaction
(and treating any Indebtedness which becomes an obligation of the
Successor Company as a result of such transaction as having been
incurred by such Successor Company at the time of such transaction), no
Default shall have occurred and be continuing,




		
	 	     (iii)     immediately after giving effect to such transaction,
the Issuer, if the transaction involves a Restricted Subsidiary, or the
Successor Company would be able to incur an additional $1.00 of
Indebtedness pursuant to the second sentence of Section 4.08,




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




		
	 	     (v)     if, as a result of any such transaction, property or
assets of the Issuer or a Restricted Subsidiary would become subject to
a Lien securing Indebtedness not excepted from the provisions of this
Indenture described above under Section 4.15, the Issuer, any such
Restricted Subsidiary or the Successor Company, as the case may be,
shall have secured the Notes (and, if applicable, the relevant
Guarantees), as required by such provisions; and




		
	 	     (vi)     the Issuer shall have delivered to the Trustee an
Officers’ Certificate and an Opinion of Counsel, each stating that such
consolidation, merger or transfer and such supplemental indenture (if
any) comply with this Indenture.



     (b)     the Successor Company shall be the successor to the Issuer or
such Restricted Subsidiary, as the case may be, and shall succeed to, and be
substituted for, and may exercise every right and power of, the Issuer or such
Restricted Subsidiary under the Indenture, but the predecessor Issuer or
Restricted Subsidiary in the case of a conveyance, transfer or lease shall not
be released from the obligation to pay the principal of and interest on the
Notes.


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ARTICLE 6



DEFAULTS AND REMEDIES



     SECTION 6.01. Events of Default. The term “Event of Default,” wherever
used herein with respect to the Notes, means any one of the following events
(whatever the reason for such event, and whether it shall be voluntary or
involuntary, or be effected by operation of law, pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body):


     (a)     the Issuer defaults in any payment of interest on or
Liquidated Damages with respect to any Note when the same becomes due and
payable, whether or not such payment shall be prohibited by Article 10, and
such
default continues for a period of thirty (30) days;


     (b)     the Issuer (i) defaults in the payment of the principal of, or
premium, if any, on any Note when the same becomes due and payable at its
Stated
Maturity, upon redemption, upon declaration or otherwise, whether or not such
payment shall be prohibited by Article 10, or (ii) fails to redeem or purchase
Notes when required pursuant to this Indenture or the Notes, whether or not
such
payment shall be prohibited by Article 10;


     (c)     the Issuer fails to observe or perform any covenant, condition
or agreement on the part of the Issuer to be observed or performed pursuant to
Sections 4.08, 4.09, 4.11, 4.14 and 5.01;


     (d)     the Issuer fails to comply with any of its other agreements or
covenants in or provisions of the Notes or this Indenture and such failure
continues for forty-five (45) days after the receipt by the Issuer of notice of
such Default from the Trustee or the Holders of at least twenty-five percent
(25%) in principal amount of the outstanding Notes;


     (e)     Indebtedness of the Issuer or any Subsidiary is not paid
within any applicable grace period after final maturity or is accelerated by
the
holders thereof because of a default and the total amount of such Indebtedness
unpaid or accelerated exceeds $5,000,000 or its foreign currency equivalent at
the time;


     (f)     the entry by a court having jurisdiction in the premises of
(i) a decree or order for relief in respect of the Issuer or any Subsidiary of
the Issuer in an involuntary case or proceeding under any Bankruptcy Law or
(ii)
a decree or order (A) adjudging the Issuer or any Subsidiary of the Issuer a
bankrupt or insolvent, or (B) approving as properly filed a petition seeking
reorganization, arrangement, adjustment or composition of, or in respect of,
the
Issuer or any Subsidiary of the Issuer under any Bankruptcy Law, or (C)
appointing a Custodian of the Issuer or any Subsidiary of the Issuer or of any
substantial part of the Property of the Issuer or any Subsidiary of the Issuer,
or (D) ordering the winding-up or liquidation of the affairs of the Issuer or
any Subsidiary of the Issuer, and in each case, the continuance of any such
decree or order for relief or any such other decree or order unstayed and in
effect for a period of sixty (60) consecutive calendar days; or


60






 




      (g)     (i) the commencement by the Issuer or any Subsidiary of the
Issuer of a voluntary case or proceeding under any Bankruptcy Law or of any
other case or proceeding to be adjudicated a bankrupt or insolvent; or (ii) the
consent by the Issuer or any Subsidiary of the Issuer to the entry of a decree
or order for relief in respect of the Issuer or any Subsidiary of the Issuer in
an involuntary case or proceeding under any Bankruptcy Law or to the
commencement of any bankruptcy or insolvency case or proceeding against the
Issuer or any Subsidiary of the Issuer; or (iii) the filing by the Issuer or
any Subsidiary of the Issuer of a petition or answer or consent seeking
reorganization or relief under any Bankruptcy Law; or (iv) the consent by the
Issuer or any Subsidiary of the Issuer to the filing of such petition or to the
appointment of or taking possession by a Custodian of the Issuer or any
Subsidiary of the Issuer or of any substantial part of the Property of the
Issuer or any Subsidiary of the Issuer; or (v) the making by the Issuer or any
Subsidiary of the Issuer of an assignment for the benefit of creditors; or (vi)
the admission by the Issuer or any Subsidiary of the Issuer in writing of its
inability to pay its debts generally as they become due; or (vii) the approval
by stockholders of the Issuer or any Subsidiary of the Issuer of any plan or
proposal for the liquidation or dissolution of the Issuer or any Subsidiary of
the Issuer; or (viii) the taking of corporate action by the Issuer or any
Subsidiary of the Issuer in furtherance of any such action; or


     (h)     any judgment or decree for the payment of money in excess of
$5,000,000 or its foreign currency equivalent at the time (to the extent not
covered by third-party insurance as to which a financially sound insurer has
not disclaimed coverage) is entered against the Issuer or any Subsidiary and
remains outstanding for a period of sixty (60) days following the date such
judgment or decree becomes final and non-appealable; or


     (i)     at any time that a Guarantee is required to be in effect under
the Indenture, the Guarantee of any Guarantor ceases to be in full force and
effect (other than in accordance with the terms of such Guarantee) or any
Guarantor denies or disaffirms its obligations under its Guarantee.


     The Issuer shall deliver to the Trustee, within thirty (30) days after
the occurrence thereof, written notice in the form of an Officers’ Certificate
of any Event of Default under clause (c), (e), (h) or (i) and any event which
with the giving of notice or the lapse of time would become an Event of Default
under clause (d), its status and what action the Issuer is taking or proposes
to
take with respect thereto.


     SECTION 6.02. Acceleration. If an Event of Default (other than an
Event of Default specified in Section 6.01(f) or (g) with respect to the
Issuer)occurs and is continuing, the Trustee by written notice to the Issuer,
or the Holders of at least twenty-five percent (25%) in principal amount of the
Notes by written notice to the Issuer and the Trustee, may declare the principal of,
premium, if any, and accrued but unpaid interest and Liquidated Damages, if
any,on all the Notes to be due and payable. Upon such a declaration, such
principal,premium, if any, and interest and Liquidated Damages, if any, shall be
due and payable immediately. If an Event of Default specified in Section 6.01(f) or (g)
with respect to the Issuer occurs, the principal of, premium, if any, and
interest and Liquidated Damages, if any, on all the Notes shall ipso facto
become and be immediately due and payable without any declaration or other act
on the part of the Trustee or any Noteholders. The Holders of a majority in
principal amount of the Notes by


61






 




written notice to the Trustee and the Issuer may rescind an acceleration and
its consequences if the rescission would not conflict with any judgment or decree
and if all existing Events of Default have been cured or waived except
nonpayment of principal, premium, if any, or interest and Liquidated Damages,
if
any, that has become due solely because of such acceleration. No such
rescission
shall affect any subsequent Default or impair any right consequent thereto.


     SECTION 6.03. Other Remedies. The Issuer covenants that if an Event of
Default specified in Section 6.01(a) or 6.01(b) occurs, the Issuer shall, upon
demand of the Trustee, pay to the Trustee, for the benefit of the Holders, the
whole amount then due and payable on the Notes for principal, premium, if any,
and interest and Liquidated Damages, if any, and, to the extent that payment of
such interest shall be legally enforceable, interest upon the overdue principal
(and premium, if any) and upon Defaulted Interest (and Liquidated Damages, if
any) at the rate or rates prescribed therefor in the Notes, and, in addition
thereto, such further amount as shall be sufficient to cover the costs and
expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, including
the
allocated reasonable costs of its in-house counsel and legal staff, and all
other amounts due to the Trustee pursuant to Section 7.07 hereof.


     If an Event of Default occurs and is continuing, the Trustee may pursue
any available remedy to collect the payment of principal of, premium, if any,
or
interest or Liquidated Damages, if any, on the Notes or to enforce the
performance of any provision of the Notes or this Indenture. The Trustee may
maintain a proceeding even if it does not possess any of the Notes or does not
produce any of them in the proceeding. A delay or omission by the Trustee or
any
Noteholder in exercising any right or remedy accruing upon an Event of Default
shall not impair the right or remedy or constitute a waiver of or acquiescence
in the Event of Default. No remedy is exclusive of any other remedy. All
available remedies are cumulative.


     SECTION 6.04. Waiver of Past Defaults. The Holders of not less than a
majority in principal amount of the Notes by written notice to the Trustee may,
on behalf of the Holders of all the Notes, waive an existing Default or Event
of
Default and its consequences except a continuing Default or Event of Default
(i)
in the payment of the principal of, premium, if any or interest or Liquidated
Damages, if any, on a Note (except a payment default resulting from an
acceleration that has been rescinded) or (ii) in respect of a provision that
under Section 9.02 cannot be amended without the consent of each Noteholder
affected.


     SECTION 6.05. Control by Majority. The Holders of not less than a
majority in principal amount of the Notes may direct the time, method and place
of conducting any proceeding for any remedy available to the Trustee or of
exercising any trust or power conferred on the Trustee. However, the Trustee
may
refuse to follow any direction that conflicts with law or this Indenture or,
subject to Section 7.01, that the Trustee determines is unduly prejudicial to
the rights of other Noteholders or would involve the Trustee in personal
liability; provided, that the Trustee may take any other action deemed proper
by
the Trustee that is not inconsistent with such direction. Prior to taking any
action hereunder, the Trustee shall be entitled to indemnification satisfactory
to it in its sole discretion against all losses and expenses caused by taking
or
not taking such action.


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     SECTION 6.06. Limitation on Suits. A Noteholder may not pursue any
remedy with respect to this Indenture or the Notes unless:


     (a)     the Holder has previously given to the Trustee written notice
stating that an Event of Default is continuing;


     (b)     the Holders of at least twenty-five percent (25%) in principal
amount of the Notes have made a written request to the Trustee to pursue the
remedy in respect of such Event of Default in its own name as Trustee
hereunder;


     (c)     such Holder or Holders have offered to the Trustee reasonable
security or indemnity against any loss, liability or expense to be incurred in
compliance with such request;


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


     (e)     the Holders of a majority in principal amount of the Notes
have not given the Trustee a direction inconsistent with the request during
such
sixty (60) day period.


     A Noteholder may not use this Indenture to prejudice the rights of
another Noteholder or to obtain a preference or priority over another
Noteholder.


     SECTION 6.07. Rights of Holders To Receive Payment. Notwithstanding
any other provision of this Indenture, the right of any Holder to receive
payment of principal of, premium, if any, and interest and Liquidated Damages,
if any, on the Notes held by such Holder, on or after the respective due dates
expressed in the Notes, or the Redemption Dates or purchase dates provided for
therein or to bring suit for the enforcement of any such payment on or after
such respective dates, shall not be impaired or affected without the consent of
such Holder.


     SECTION 6.08. Collection Suit by Trustee. If an Event of Default
specified in Section 6.01(a) or (b) occurs and is continuing, the Trustee may
recover judgment in its own name and as trustee of an express trust against the
Issuer for the whole amount then due and owing on the Notes for principal,
premium, if any, and interest and Liquidated Damages, if any, and, to the
extent
that payment of such interest shall be legally enforceable, interest upon the
overdue principal (and premium, if any) and upon Defaulted Interest (and
Liquidated Damages, if any) and the amounts provided for in Section 7.07.


     SECTION 6.09. Trustee May File Proofs of Claim. The Trustee may file
such proofs of claim and other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee and the Noteholders
allowed
in any judicial proceedings relative to the Issuer, its creditors or its
property and, unless prohibited by law or applicable regulations, may vote on
behalf of the Holders in any election of a trustee in bankruptcy or other
Person
performing similar functions, and any Custodian in any such judicial proceeding
is hereby authorized by each Holder to make payments to the Trustee and, in the
event that the Trustee shall consent to the making of such payments directly to
the Holders, to pay to the Trustee any


63






 




amount due it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and its counsel, and any other amounts due
the Trustee under Section 7.07.


     SECTION 6.10. Priorities. If the Trustee collects any money or
property pursuant to this Article 6, it shall pay out the money or property in
the following order:



		
	 	     FIRST: to the Trustee for amounts due under Section 7.07;




		
	 	     SECOND: to holders of Senior Indebtedness of the Issuer to
the extent required by Article 10 or Article 12;




		
	 	     THIRD: to Noteholders for amounts due and unpaid on the Notes
for principal of, premium, if any, and interest and Liquidated Damages,
if any, ratably, without preference or priority of any kind, according
to the amounts due and payable on the Notes for principal and interest,
respectively; and
	 
	 	     FOURTH: to the Issuer.



     The Trustee may fix a Record Date and payment date for any payment to
Noteholders pursuant to this Section 6.10. At least fifteen (15) days before
such Record Date, the Issuer shall mail to each Noteholder and the Trustee a
notice that states the record date, the payment date and amount to be paid.


     SECTION 6.11. Undertaking for Costs. In any suit for the enforcement
of any right or remedy under this Indenture or in any suit against the Trustee
for any action taken or omitted by it as Trustee, a court in its discretion may
require the filing by any party litigant in the suit of an undertaking to pay
the costs of the suit, and the court in its discretion may assess reasonable
costs, including reasonable attorneys’ fees, against any party litigant in the
suit, having due regard to the merits and good faith of the claims or defenses
made by the party litigant. This Section 6.11 does not apply to a suit
initiated
by the Trustee, a suit initiated by a Holder pursuant to Section 6.07 or a suit
initiated by Holders of more than ten percent (10%) in principal amount of the
Notes.


     SECTION 6.12. Waiver of Stay or Extension Laws. The Issuer (to the
extent it may lawfully do so) shall not at any time insist upon, or plead, or
in
any manner whatsoever claim or take the benefit or advantage of, any stay or
extension law wherever enacted, now or at any time hereafter in force, which
may
affect the covenants or the performance of this Indenture, and the Issuer (to
the extent that it may lawfully do so) hereby expressly waives all benefit or
advantage of any such law, and shall not hinder, delay or impede the execution
of any power herein granted to the Trustee, but shall suffer and permit the
execution of every such power as though no such law had been enacted.


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ARTICLE 7



TRUSTEE



     SECTION
7.01. Duties of Trustee.


     (a)     If an Event of Default has occurred and is continuing, the
Trustee shall exercise the rights and powers vested in it by this Indenture and
use the same degree of care and skill in their exercise as a prudent Person
would exercise or use under the circumstances in the conduct of such Person’s
own affairs.


     (b)     Except during the continuance of an Event of Default:



		
	 	     (i)     the Trustee undertakes to perform such duties and
only such duties as are specifically set forth in this Indenture and no
implied covenants or obligations shall be read into this Indenture
against the Trustee; and




		
	 	     (ii)     in the absence of bad faith on its part, the Trustee
may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon certificates or
opinions furnished to the Trustee and conforming to the requirements of
this Indenture. However, the Trustee shall examine the certificates and
opinions to determine whether or not they conform to the requirements
of this Indenture (but need not confirm or investigate the accuracy of
mathematical calculations or other facts stated therein).



     (c)     The Trustee may not be relieved from liability for its own
negligent action, its own negligent failure to act or its own willful
misconduct, except that:



		
	 	     (i)     this paragraph does not limit the effect of paragraph
(b) of this Section 7.01;




		
	 	     (ii)     the Trustee shall not be liable for any error of
judgment made in good faith by a Trust Officer unless it is proved that
the Trustee was negligent in ascertaining the pertinent facts; and




		
	 	     (iii)     the Trustee shall not be liable with respect to any
action it takes or omits to take in good faith in accordance with a
direction received by it pursuant to Section 6.05.



     (d)     The Trustee shall not be liable for interest on any money
received by it except as the Trustee may agree in writing with the Issuer.


     (e)     Money held in trust by the Trustee need not be segregated from
other funds except to the extent required by law.


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     (f)     No provision of this Indenture shall require the Trustee to
expend or risk its own funds or otherwise incur financial liability in the
performance of any of its duties hereunder or in the exercise of any of its
rights or powers, if it shall have reasonable grounds to believe that repayment
of such funds or adequate indemnity against such risk or liability is not
reasonably assured to it.


     (g)     Every provision of this Indenture relating to the conduct or
affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section 7.01 and to the provisions of the
TIA.


     SECTION
7.02.  Rights of Trustee.


     (a)     The Trustee may rely on any document believed by it to be
genuine and to have been signed or presented by the proper Person. The Trustee
need not investigate any fact or matter stated in the document.


     (b)     Before the Trustee acts or refrains from acting, it may
require an Officers’ Certificate or an Opinion of Counsel. The Trustee shall
not
be liable for any action it takes or omits to take in good faith in reliance on
any Officers’ Certificate or Opinion of Counsel.


     (c)     The Trustee may act through agents and shall not be
responsible for the misconduct or negligence of any agent appointed with due
care.


     (d)     The Trustee shall not be liable for any action it takes or
omits to take in good faith which it believes to be authorized or within its
rights or powers; provided, that the Trustee’s conduct does not constitute
willful misconduct or negligence.


     (e)     The Trustee may consult with counsel of its selection, and the
advice or opinion of counsel with respect to legal matters relating to this
Indenture and the Notes shall be full and complete authorization and protection
from liability in respect to any action taken, omitted or suffered by it
hereunder in good faith and in accordance with the advice or opinion of such
counsel.


     (f)     Any request or direction of the Issuer mentioned herein shall
be sufficiently evidenced by an Officers’ Certificate and any resolution of the
Board of Directors may be sufficiently evidenced by a Board Resolution.


     (g)     The Trustee shall be under no obligation to exercise any of
the rights or powers vested in it by this Indenture at the request or direction
of any of the Holders pursuant to this Indenture, unless such Holders shall
have
offered to the Trustee reasonable security or indemnity against the costs,
expenses and liabilities which might be incurred by it in compliance with such
request or direction.


     SECTION 7.03. Individual Rights of Trustee. The Trustee in its
individual or any other capacity may become the owner or pledgee of Notes and
may otherwise deal with the Issuer, the Guarantors or their Affiliates with the
same rights it would have if it were not Trustee.


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Any Paying Agent, Registrar, co-registrar or co-paying agent may do the same
with like rights. However, the Trustee must comply with Sections 7.10 and 7.11.


     SECTION 7.04. Trustee’s Disclaimer. The Trustee shall not be
responsible for and makes no representation as to the validity or
adequacy of this Indenture or the Notes, it shall not be accountable for the Issuer’s use
of
the proceeds from the Notes, and it shall not be responsible for any statement
of the Issuer in this Indenture or in any document issued in connection with
the
sale of the Notes or in the Notes other than the Trustee’s certificate of
authentication.


     SECTION 7.05. Notice of Defaults. If a Default occurs and is
continuing and if it is actually known to the Trustee, the Trustee shall mail
to
each Noteholder notice of the Default within 90 days after it occurs. Except in
the case of a Default in the payment of principal of, premium, if any, or
interest or Liquidated Damages, if any, on any Note (including payments
pursuant
to the mandatory redemption provisions of such Note, if any), the Trustee may
withhold the notice if and so long as a committee of its Trust Officers in good
faith determines that withholding the notice is in the interests of
Noteholders.


     SECTION 7.06. Reports by Trustee to Holders. As promptly as
practicable after each April 15 beginning with the April 15 following the date
of this Indenture, and in any event prior to July 15 in each year, the Trustee
shall mail to each Noteholder a brief report dated as of April 15 that complies
with TIA Section 313(a). The Trustee also shall comply with TIA Section 313(b).


     A copy of each report at the time of its mailing to Noteholders shall
be filed with the SEC and each stock exchange (if any) on which the Notes are
listed. The Issuer agrees to notify promptly the Trustee in writing whenever
the
Notes become listed on any stock exchange and of any delisting thereof.


     SECTION 7.07. Compensation and Indemnity. The Issuer shall pay to the
Trustee from time to time compensation for its services as the Issuer and the
Trustee shall from time to time agree in writing. The Trustee’s compensation
shall not be limited by any law on compensation of a trustee of an express
trust. The Issuer shall reimburse the Trustee upon request for all reasonable
out-of-pocket expenses incurred or made by it, including costs of collection,
in
addition to the compensation for its services. Such expenses shall include the
reasonable compensation and expenses, disbursements and advances of the
Trustee’s agents and counsel, including the allocated reasonable costs of its
in-house counsel and legal staff. The Issuer hereby agrees to indemnify and
hold
the Trustee and its directors, officers, agents and employees (collectively,
the
“Indemnitees”) harmless from and against any and all claims, liabilities,
losses, damages, fines, penalties, and expenses, including out-of-pocket,
incidental expenses, legal fees and expenses, and the allocated reasonable
costs
and expenses of in-house counsel and legal staff (“Losses”) that may be imposed
on, incurred by, or asserted against, the Indemnitees or any of them for
following any instruction or other direction upon which the Trustee is
authorized to rely pursuant to the terms of this Indenture. In addition to and
not in limitation of the immediately preceding sentence, the Issuer also agrees
to indemnify and hold the Indemnitees and each of them harmless from and
against
any and all Losses that may be imposed on, incurred by, or asserted against the
Indemnitees or any of them in connection with or arising out of the Trustee’s


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performance under this Indenture, provided the Trustee has not acted with
negligence or engaged in willful misconduct. The provisions of this Section
7.07
shall survive the termination of this Indenture and the resignation or removal
of the Trustee for any reason. The Trustee shall notify the Issuer promptly of
any claim for which it may seek indemnity. Failure by the Trustee to
so notify
the Issuer shall not relieve the Issuer of its obligations hereunder. The
Issuer
shall defend the claim and the Trustee shall cooperate in the defense of the
claim; provided that the Trustee may have separate counsel and the Issuer shall
pay the reasonable fees and expenses of such counsel if the actual or potential
defendants in, or the targets of, any such claim include both the Trustee and
the Issuer and the Trustee shall have reasonably concluded that there may be
legal defenses available to it which are different from or additional to those
available to the Issuer. The Trustee will not, without the prior written
consent
of the Issuer, settle or compromise or consent to the entry of any judgment
with
respect to any claim in respect of which indemnification may be sought
hereunder. The Issuer need not reimburse any expense or indemnify against any
loss, liability or expense incurred by the Trustee through the Trustee’s own
willful misconduct, negligence or bad faith.


     To secure the Issuer’s payment obligations in this Section 7.07, the
Trustee shall have a Lien prior to the Notes on all money or property held or
collected by the Trustee other than money or property held in trust to pay
principal of, premium, if any, and interest and Liquidated Damages, if any, on
particular Notes.


     The Issuer’s payment obligations pursuant to this Section 7.07 shall
survive the discharge of this Indenture. When the Trustee incurs expenses after
the occurrence of a Default specified in Section 6.01(f) or (g) with respect to
the Issuer, the expenses are intended to constitute expenses of administration
under the Bankruptcy Law.


     SECTION
7.08. Replacement of Trustee. The Trustee may resign at any
time by so notifying the Issuer. The Holders of not less than a majority in
principal amount of the Notes may remove the Trustee by so notifying the
Trustee
in writing and may appoint a successor Trustee. The Issuer shall remove the
Trustee if:



		
	 	     (1)     the Trustee fails to comply with Section 7.10;
	 
	 	     (2)     the Trustee is adjudged bankrupt or insolvent;
	 
	 	     (3)     a receiver or other public officer takes charge of
the Trustee or its property; or
	 
	 	     (4)     the Trustee otherwise becomes incapable of acting.



     If the Trustee resigns, is removed by the Issuer or by the Holders of a
majority in principal amount of the Notes and such Holders do not reasonably
promptly appoint a successor Trustee, or if a vacancy exists in the office of
Trustee for any reason (the Trustee in such event being referred to herein as
the retiring Trustee), the Issuer shall promptly appoint a successor Trustee.


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     A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Issuer. Thereupon the
resignation
or removal of the retiring Trustee shall become effective, and the successor
Trustee shall have all the rights, powers and duties of the Trustee under this
Indenture. The successor Trustee shall mail a notice of its succession to
Noteholders. The retiring Trustee shall promptly transfer all property held by
it as Trustee to the successor Trustee, subject to the Lien provided for in
Section 7.07.


     If a successor Trustee does not take office within thirty (30) days
after the retiring Trustee resigns or is removed, the retiring Trustee or the
Holders of not less than ten percent (10%) in principal amount of the Notes may
petition any court of competent jurisdiction for the appointment of a successor
Trustee.


     If the Trustee fails to comply with Section 7.10, any Noteholder may
petition any court of competent jurisdiction for the removal of the Trustee and
the appointment of a successor Trustee.


     Notwithstanding the replacement of the Trustee pursuant to this Section
7.08, the Issuer’s obligations under Section 7.07 shall continue for the
benefit
of the retiring Trustee.


     SECTION 7.09. Successor Trustee by Merger. Any corporation or
association into which the Trustee in its individual capacity may be merged or
converted or with which it may be consolidated, or any corporation or
association resulting from any merger, conversion or consolidation to which the
Trustee in its individual capacity shall be a party or any corporation or
association to which all or substantially all the corporate trust business of
the Trustee in its individual capacity may be sold or otherwise transferred,
shall be the Trustee hereunder without further act.


     In case at the time such successor or successors by merger, conversion
or consolidation to the Trustee shall succeed to the trusts created by this
Indenture any of the Notes shall have been authenticated but not delivered, any
such successor to the Trustee may adopt the certificate of authentication of
any
predecessor trustee, and deliver such Notes so authenticated; and in case at
that time any of the Notes shall not have been authenticated, any successor to
the Trustee may authenticate such Notes either in the name of any predecessor
hereunder or in the name of the successor to the Trustee, and in all such cases
such certificates shall have the full force which it is anywhere in the Notes
or
in this Indenture provided that the certificate of authentication of the
Trustee
shall have.


     SECTION 7.10. Eligibility; Disqualification. The Trustee shall at all
times satisfy the requirements of TIA Section 310(a). The Trustee shall have a
combined capital and surplus of at least $50,000,000 as set forth in its most
recent published annual report of condition. The Trustee shall comply with TIA
Section 310(b); provided, however, that there shall be excluded from the
operation of TIA Section 310(b)(1) any indenture or indentures under which
other
securities or certificates of interest or participation in other securities of
the Issuer are outstanding if the requirements for such exclusion set forth in
TIA Section 310(b)(1) are met.


     SECTION 7.11. Preferential Collection of Claims Against Issuer. The
Trustee shall comply with TIA Section 311(a), excluding any creditor
relationship listed in TIA Section

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311(b). A Trustee who has resigned or been removed shall be subject to TIA
Section 311(a) to the extent indicated.


     SECTION 7.12. Trustee’s Application for Instructions from the Issuer.
Any application by the Trustee for written instructions from the Issuer may, at
the option of the Trustee, be set forth in writing and shall state any action
proposed to be taken or omitted by the Trustee under this Indenture and the
date
on or after which such action shall be taken or such omission shall be
effective. The Trustee shall not be liable for any action taken by, or omission
of, the Trustee in accordance with a proposal included in such application on
or
after the date specified in such application (which date shall not be less than
three Business Days after the date any Officer of the Issuer actually receives
such application, unless any such Officer shall have consented in writing to
any
earlier date) unless prior to taking any such action (or the effective date in
the case of an omission), the Trustee shall have received written instructions
in response to such application specifying the action to be taken or omitted.


ARTICLE 8



DISCHARGE OF INDENTURE; DEFEASANCE



     SECTION 8.01. Discharge of Liability on Notes; Defeasance.


     (a)  When



		
	 	     (i)     the Issuer delivers to the Trustee all outstanding
Notes (other than Notes replaced pursuant to Section 2.08) for
cancellation or




		
	 	     (ii)     all outstanding Notes have become due and payable,
whether at Stated Maturity or as a result of the mailing of a notice of
redemption pursuant to Article 3 hereof and the Issuer irrevocably
deposits with the Trustee funds sufficient to pay at Stated Maturity or
upon redemption all outstanding Notes, including interest accrued and
unpaid thereon to Stated Maturity or such Redemption Date (other than
Notes replaced pursuant to Section 2.08), and if in either case the
Issuer pays all other sums payable hereunder by the Issuer, then this
Indenture shall, subject to Section 8.01(c), cease to be of further
effect. The Trustee shall acknowledge satisfaction and discharge of
this Indenture on demand of the Issuer accompanied by an Officers’
Certificate and an Opinion of Counsel addressed to the Trustee and at
the cost and expense of the Issuer.



     (b)     Subject to Sections 8.01(c) and 8.02, the Issuer at any time
may terminate:



		
	 	     (i)     all its obligations under the Notes and this
Indenture (“legal defeasance option”) subject to the following which
shall survive until otherwise terminated or discharged hereunder:




		
	 	     (A)     the rights of Holders of outstanding Notes
to receive payments in respect of the principal of, premium,
if any, and interest and Liquidated Damages, if any, on such
Notes when payments are due from the trust referred to below,



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	 	     (B)     the Issuer’s obligations with respect to
such Notes under Sections 2.03, 2.04, 2.07, 2.08, 2.10, 4.02,
4.03 and 4.04 hereof,
	 
	 	     (C)     the Issuer’s obligations under the
Registration Rights Agreement,
	 
	 	     (D)     the rights, powers, trusts, duties and
immunities of the Trustee under this Indenture and the
Issuer’s obligations in connection therewith,
	 
	 	     (E)     Article 3 hereof, and
	 
	 	     (F)     this Article 8; or




		
	 	     (ii)     its obligations under Sections 4.05 through 4.16,
4.20 and 4.21 and the operation of Section 6.01(c) (but only as it
applies to Section 5.01(a)(iii) and (iv)), 6.01(e), 6.01(f), 6.01(g)
and 6.01(h) (but with respect to Section 6.01(f) and 6.01(g) only as
they apply to Subsidiaries of the Issuer) or its obligations contained
in Section 5.01(a)(iii) and (iv) (“covenant defeasance option”). The
Issuer may exercise its legal defeasance option notwithstanding its
prior exercise of its covenant defeasance option.



     If the Issuer exercises its legal defeasance option, payment of the
Notes may not be accelerated because of an Event of Default. If the Issuer
exercises its covenant defeasance option, payment of the Notes may not be
accelerated because of an Event of Default specified in Sections 6.01(c)
(except
with respect to violations of Section 5.01), 6.01(d), 6.01(e), 6.01(f),
6.01(g),
6.01(h) and 6.01(i) (but with respect to Section 6.01(f) and 6.01(g) only as
they apply to Subsidiaries of the Issuer) or because of the failure of the
Issuer to comply with Section 5.01(a)(iii) and (iv). If the Issuer exercises
its
legal defeasance option or its covenant defeasance option, each Guarantor shall
be released from all of its obligations under its Guarantee (if any should then
exist).


     Upon satisfaction of the conditions set forth herein and upon request
of the Issuer, the Trustee shall acknowledge in writing the discharge of those
obligations that the Issuer terminates.


     (c)     Notwithstanding clauses (a) and (b) above, the Issuer’s
obligations in Sections 8.04, 8.05 and 8.06 shall survive.


     SECTION 8.02. Conditions to Defeasance. The Issuer may exercise its
legal defeasance option or its covenant defeasance option only if


     (a)     the Issuer irrevocably deposits in trust with the Trustee
money or U.S. Government Obligations for the payment of principal of and
interest on the Notes to maturity or redemption, as the case may be;


     (b)     the
Issuer delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion
that the payments of principal and interest

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when due and without reinvestment on the deposited U.S. Government Obligations
plus any deposited money without investment will provide cash at such times and
in such amounts as will be sufficient to pay principal of, premium, if any, and
interest and Liquidated Damages, if any, when due on all the Notes to Stated
Maturity or redemption, as the case may be;


     (c)     one hundred twenty-three (123) days pass after the deposit is
made and during the one hundred twenty-three (123) day period no Default
specified in Sections 6.01(f) or (g) with respect to the Issuer occurs which is
continuing at the end of the period;


     (d)     the deposit does not result in a breach or violation of, or
constitute a default under any other agreement or instrument binding on the
Issuer or any of its Subsidiaries and is not prohibited by Article 10;


     (e)     the Issuer delivers to the Trustee an Opinion of Counsel
addressed to the Trustee to the effect that the trust resulting from the
deposit
does not constitute, or is qualified as, a regulated investment company under
the Investment Company Act of 1940;


     (f)     in the case of the legal defeasance option, the Issuer shall
have delivered to the Trustee an Opinion of Counsel addressed to the Trustee
stating that (i) the Issuer has received from, or there has been published by,
the Internal Revenue Service a ruling, or (ii) since the date of this Indenture
there has been a change in the applicable Federal income tax law, in either
case
to the effect that, and based thereon such Opinion of Counsel shall confirm
that, the Noteholders will not recognize income, gain or loss for Federal
income
tax purposes as a result of such defeasance and will be subject to Federal
income tax on the same amounts, in the same manner and at the same times as
would have been the case if such defeasance had not occurred;


     (g)     in the case of the covenant defeasance option, the Issuer
shall have delivered to the Trustee an Opinion of Counsel addressed to the
Trustee to the effect that the Noteholders will not recognize income, gain or
loss for Federal income tax purposes as a result of such covenant defeasance
and
will be subject to Federal income tax on the same amounts, in the same manner
and at the same times as would have been the case if such covenant defeasance
had not occurred;


     (h)     the Issuer delivers to the Trustee an Officers’ Certificate
and an Opinion of Counsel addressed to the Trustee, each stating that all
conditions precedent to the defeasance and discharge of the Notes as
contemplated by this Article 8 have been complied with;


     (i)     the Issuer shall have delivered to the Trustee an Officers’
Certificate stating that the deposit was not made by the Issuer with the intent
of preferring the Holders over any other creditors of the Issuer or with the
intent of defeating, hindering, delaying or defrauding any other creditors of
the Issuer or others; and


     (j)     such legal defeasance or covenant defeasance shall not cause
the Trustee to have a conflicting interest within the meaning of the TIA
(assuming for the purpose of this clause (j) that all Notes are in default
within the meaning of such Act).


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     Before or after a deposit, the Issuer may make arrangements
satisfactory to the Trustee for the redemption of Notes at a future date in
accordance with Article 3.


     SECTION 8.03. Application of Trust Money. The Trustee shall hold in
trust money or U.S. Government Obligations deposited with it pursuant to this
Article 8. It shall apply the deposited money and the money from U.S.
Government
Obligations through the Paying Agent and in accordance with this Indenture to
the payment of principal of, premium, if any, and interest and Liquidated
Damages, if any, on the Notes.


     Money and securities so held in trust are not subject to Article 10.


     SECTION 8.04. Repayment to Issuer. The Trustee and the Paying Agent
shall promptly turn over to the Issuer upon written request any excess money or
securities held by them at any time. Subject to any applicable abandoned
property law, the Trustee and the Paying Agent shall pay to the Issuer upon
written request any money held by them for the payment of principal of,
premium,
if any, or interest or Liquidated Damages, if any, that remains unclaimed for
two years, and, thereafter, Noteholders entitled to the money must look to the
Issuer for payment as general creditors.


     SECTION 8.05. Indemnity for Government Obligation. The Issuer shall
pay and shall indemnify the Trustee against any tax, fee or other charge
imposed
on or assessed against deposited U.S. Government Obligations or the principal
and interest received on such U.S. Government Obligations.


     SECTION 8.06. Reinstatement. If the Trustee or Paying Agent is unable
to apply any money or U. S. Government Obligations in accordance with this
Article 8 by reason of any legal proceeding or by reason of any order or
judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, the Issuer’s obligations under this
Indenture and the Notes shall be revived and reinstated as though no deposit
had
occurred pursuant to this Article 8 until such time as the Trustee or Paying
Agent is permitted to apply all such money or U.S. Government Obligations in
accordance with this Article 8; provided, that, if the Issuer has made any
payment of interest on or principal of any Notes because of the reinstatement
of
its obligations, the Issuer shall be subrogated to the rights of the Holders of
such Notes to receive such payment from the money or U.S. Government
Obligations
held by the Trustee or Paying Agent.


ARTICLE 9



AMENDMENTS



     SECTION 9.01. Without Consent of Holders. The Issuer and the Trustee
may amend this Indenture (including any supplement thereto) or the Notes
without
notice to or consent of any Noteholder:


     (a)     
to cure any ambiguity, omission, defect or inconsistency;

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     (b)     to comply with Article 5;


     (c)     to provide for uncertificated Notes in addition to or in place
of Certificated Notes; provided, that the uncertificated Notes are issued in
registered form for purposes of Section 163(f) of the Internal Revenue Code or
in a manner such that the uncertificated Notes are described in Section
163(f)(2)(B) of the Internal Revenue Code;


     (d)     to make any change in Article 10 or Article 12 that would
limit or terminate the benefits available to any holder of Senior Indebtedness
(or Representatives thereof) under Article 10 or Article 12;


     (e)     to add Guarantees with respect to the Notes or to secure the
Notes;


     (f)     to add to the covenants of the Issuer for the benefit of the
Holders or to surrender any right or power herein conferred upon the Issuer;


     (g)     to comply with any requirements of the SEC in connection with
qualifying, or maintaining the qualification of, this Indenture under the TIA;
or


     (h)     to make any change that does not adversely affect the rights
of any Noteholder.


     An amendment under this Section 9.01 may not make any change that
adversely affects the rights under Article 10 or Article 12 of any holder of
Senior Indebtedness then outstanding unless the holders of such Senior
Indebtedness (or any group or Representative thereof authorized to give a
consent) consent in writing to such change.


     After an amendment under this Section 9.01 becomes effective, the
Issuer shall mail to Noteholders a notice briefly describing such amendment.
The
failure to give such notice to all Noteholders, or any defect therein, shall
not
impair or affect the validity of an amendment under this Section 9.01.


     SECTION 9.02. With Consent of Holders. The Issuer and the Trustee may
amend this Indenture or the Notes without notice to any Noteholder but with the
written consent of the Holders of at least a majority in principal amount of
the
Notes then outstanding and any past Default or compliance with any provisions
may also be waived with the consent of the Holders of not less than a majority
of the principal amount of Notes then outstanding. However, without the consent
of each Noteholder affected, an amendment may not:


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


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


     (c)     reduce the principal of or extend the Stated Maturity of any
Note;


     (d)     reduce the premium, if any, payable upon the
redemption of any Note or change the time at which any Note may be redeemed in
accordance with Article 3;


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


     (f)     make any change in Article 10 or Article 12 that adversely
affects the rights of any Noteholder under Article 10 or Article 12;


     (g)     make any change in Section 6.04 or 6.07 or the second sentence
of this Section 9.02; or


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


     It shall not be necessary for the consent of the Holders under this
Section 9.02 to approve the particular form of any proposed amendment, but it
shall be sufficient if such consent approves the substance thereof


     An amendment under this Section 9.02 may not make any change that
adversely affects the rights under Article 10 or any supplemental indenture
executed pursuant to Section 4.21 of any holder of Senior Indebtedness then
outstanding unless the holders of such Senior Indebtedness (or any group or
Representative thereof authorized to give a consent) consent in writing to such
change. The holders of Senior Indebtedness are intended third party
beneficiaries of this Indenture and the terms of the preceding sentence may not
be amended without the consent of the holders of such Senior Indebtedness (or
any group or Representative thereof authorized to give consent).


     After an amendment under this Section 9.02 becomes effective, the
Issuer shall mail to Noteholders a notice briefly describing such amendment.
The
failure to give such notice to all Noteholders, or any defect therein, shall
not
impair or affect the validity of an amendment under this Section.


     SECTION 9.03. Compliance with Trust Indenture Act. Every amendment to
this Indenture or the Notes shall comply with the TIA as then in effect.


     SECTION 9.04. Revocation and Effect of Consents and Waivers. A consent
to an amendment or a waiver by a Holder of a Note shall bind the Holder and
every subsequent Holder of that Note or portion of the Note that evidences the
same debt as the consenting Holder’s Note, even if notation of the consent or
waiver is not made on the Note. However, any such Holder or subsequent Holder
may revoke the consent or waiver as to such Holder’s Note or portion of the
Note
if the Trustee receives the notice of revocation before the date the amendment
or waiver becomes effective. After an amendment or waiver becomes effective, it
shall bind every Noteholder. An amendment or waiver becomes effective upon the
execution of such amendment or waiver by the Trustee.


     The Issuer may, but shall not be obligated to, fix a Record Date for
the purpose of determining the Noteholders entitled to give their consent or
take any other action described above or required or permitted to be taken
pursuant to this Indenture. If a Record Date is fixed,


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then notwithstanding the immediately preceding paragraph, those Persons who
were
Noteholders at such record date (or their duly designated proxies), and only
those Persons, shall be entitled to give such consent or to revoke any consent
previously given or to take any such action, whether or not such Persons
continue to be Holders after such Record Date.


     SECTION 9.05. Notation on or Exchange of Notes. If an amendment
changes the terms of a Note, the Trustee may require the Holder of the Note to
deliver it to the Trustee. The Trustee may place an appropriate notation on the
Note regarding the changed terms and return it to the Holder. Alternatively, if
the Issuer or the Trustee so determines, the Issuer in exchange for the Note
shall issue and the Trustee shall authenticate and deliver a new Note that
reflects the changed terms. Failure to make the appropriate notation or to
issue
a new Note shall not affect the validity of such amendment.


     SECTION 9.06. Trustee To Sign Amendments. The Trustee shall sign any
amendment authorized pursuant to this Article 9 if the amendment does not
adversely affect the rights, duties, liabilities or immunities of the Trustee.
If it does, the Trustee may but need not sign it. In signing such amendment the
Trustee shall be entitled to receive indemnity reasonably satisfactory to it
and
to receive, and (subject to Section 7.01) shall be fully protected in relying
upon, an Officers’ Certificate and an Opinion of Counsel stating that such
amendment is authorized or permitted by this Indenture and that such amendment
constitutes the legal, valid and binding obligation of the Issuer and each
Guarantor, subject to customary exceptions.


     SECTION 9.07. Payment for Consent. Neither the Issuer nor any
Affiliate of the Issuer shall, directly or indirectly, pay or cause to be paid
any consideration, whether by way of interest, fee or otherwise, to any Holder
for or as an inducement to any consent, waiver or amendment of any of the terms
or provisions of this Indenture or the Notes unless such consideration is
offered to be paid to all Holders that so consent, waive or agree to amend in
the time frame set forth in the solicitation documents relating to such
consent,
waiver or agreement.


ARTICLE 10



SUBORDINATION OF THE NOTES



     SECTION 10.01. Agreement To Subordinate. The Issuer agrees, and each
Noteholder by accepting a Note agrees, that the Indebtedness evidenced by the
Notes is subordinated in right of payment, to the extent and in the manner
provided in this Article 10, to the prior payment of all Senior Indebtedness of
the Issuer and that the subordination is for the benefit of and enforceable by
the holders of such Senior Indebtedness. Only Indebtedness that is Senior
Indebtedness will rank senior to the Notes in accordance with the provisions
set
forth herein. The Notes shall in all respects rank pari passu with, or be
senior
to, all other Indebtedness of the Issuer. All provisions of this Article 10
shall be subject to Section 10.12.


     SECTION 10.02. Liquidation, Dissolution, Bankruptcy. Upon any payment
or distribution of the assets of the Issuer to creditors upon a total or
partial
liquidation or a total or partial dissolution of the Issuer or in a bankruptcy,
reorganization, insolvency, receivership or similar proceeding relating to the
Issuer or its property:


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     (a)     holders of Senior Indebtedness of the Issuer shall be entitled
to receive payment in full of such Senior Indebtedness in cash or cash
equivalents before Noteholders shall be entitled to receive any payment of
principal of, premium, if any, or interest or Liquidated Damages, if any, on
the
Notes; and


     (b)     until such Senior Indebtedness is paid in full in cash or cash
equivalents, any distribution to which Noteholders would be entitled but for
this Article 10 shall be made to holders of such Senior Indebtedness as their
interests may appear, except that Noteholders may receive (i) securities of a
Person that are approved by a court of competent jurisdiction and are
subordinated (“Subordinated Reorganization Securities”) to such Senior
Indebtedness to at least the same extent as the Notes are subordinated to (A)
Senior Indebtedness of the Issuer and (B) any securities issued in exchange for
Senior Indebtedness, and (ii) payments and other distributions made from any
defeasance trust created pursuant to Section 8.01 hereof.


     SECTION 10.03. Default on Senior Indebtedness of the Issuer. The Issuer
may not pay the principal of, premium, if any, or interest or Liquidated
Damages, if any, on the Notes or make any deposit pursuant to Section 8.01 and
may not repurchase, redeem or defease any Notes (collectively, “pay the Notes”)
(other than Subordinated Reorganization Securities and payments and other
distributions made from any defeasance trust created pursuant to Section 8.01
hereof) if (i) any principal, interest, fees or other obligations in respect of
Designated Senior Indebtedness of the Issuer is not paid when due unless the
default has been cured or waived; provided, however, that the Issuer may pay
the
Notes without regard to the foregoing if the Issuer and the Trustee receive
written notice approving such payment from the Representative of such
Designated
Senior Indebtedness. During the continuance of any default (other than a
default
described in the preceding sentence) with respect to any Designated Senior
Indebtedness of the Issuer pursuant to which the maturity thereof may be
accelerated immediately without further notice (except such notice as may be
required to effect such acceleration) or the expiration of any applicable grace
periods, the Issuer may not pay the Notes for a period (a “Payment Blockage
Period”) commencing upon the receipt by the Issuer and the Trustee of written
notice (a “Blockage Notice”) of such default from the Representative of such
Designated Senior Indebtedness specifying an election to effect a Payment
Blockage Period and ending 179 days thereafter (or earlier if such Payment
Blockage Period is terminated (i) by written notice to the Trustee and the
Issuer from the Person or Persons who gave such Blockage Notice, (ii) by
repayment in full of such Designated Senior Indebtedness or (iii) because the
Representative of the holders of such Designated Senior Indebtedness shall have
notified the Trustee in writing that the default giving rise to such Blockage
Notice is no longer continuing). Notwithstanding the provisions described in
the
immediately preceding sentence (but subject to the provisions contained in the
first sentence of this Section 10.03), unless the holders of such Designated
Senior Indebtedness or the Representative of such holders shall have
accelerated
the maturity of such Designated Senior Indebtedness, the Issuer may resume
payments on the Notes after such Payment Blockage Period. Not more than one
Blockage Notice may be given in any consecutive 360-day period, irrespective of
the number of defaults with respect to Designated Senior Indebtedness during
such period. For purposes of this Section 10.03, no default or event of default
which existed or was continuing on the date of the commencement of any Payment
Blockage Period with respect to the Designated Senior Indebtedness initiating
such Payment

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Blockage Period shall be, or be made, the basis of the commencement of a
subsequent Payment Blockage Period by the Representative of such Designated
Senior Indebtedness, whether or not within a period of 360 consecutive days,
unless such default or event of default shall have been cured or waived for a
period of not less than 90 consecutive days.


     SECTION 10.04. Acceleration of Payment of Notes. If payment of the
Notes is accelerated because of an Event of Default, the Issuer shall promptly
notify the holders of the Designated Senior Indebtedness (or their
Representative) of the acceleration.


     SECTION 10.05. When Distribution Must Be Paid Over. If a distribution
is made to Noteholders that because of this Article 10 should not have been
made
to them, the Issuer shall so notify the Noteholders who receive the
distribution, which Noteholders shall hold it in trust for holders of Senior
Indebtedness of the Issuer and pay it over to them as their interests may
appear.


     SECTION 10.06. Subrogation. After all Senior Indebtedness of the Issuer
is paid in full and until the Notes are paid in full, Noteholders shall be
subrogated to the rights of holders of such Senior Indebtedness to receive
distributions applicable to such Senior Indebtedness. A distribution made under
this Article 10 to holders of such Senior Indebtedness which otherwise would
have been made to Noteholders is not, as between the Issuer and Noteholders, a
payment by the Issuer on such Senior Indebtedness.


     SECTION 10.07. Relative Right. This Article 10 defines the relative
rights of Noteholders and holders of Senior Indebtedness of the Issuer. Nothing
in this Indenture shall:


     (a)     impair, as between the Issuer and Noteholders, the obligation
of the Issuer, which is absolute and unconditional, to pay principal of,
premium, if any, and interest and Liquidated Damages, if any, on the Notes in
accordance with their terms; or


     (b)     prevent the Trustee or any Noteholder from exercising its
available remedies upon a Default, subject to the rights of holders of Senior
Indebtedness of the Issuer to receive distributions otherwise payable to
Noteholders.


     SECTION 10.08. Subordination May Not Be Impaired by Issuer. No right of
any holder of Senior Indebtedness of the Issuer to enforce the subordination of
the Indebtedness evidenced by the Notes shall be impaired by any act or failure
to act by the Issuer or by its failure to comply with this Indenture.


     SECTION 10.09. Rights of Trustee and Paying Agent. Notwithstanding
Section 10.03, the Trustee or Paying Agent may continue to make payments on the
Notes and shall not be charged with knowledge of the existence of facts that
would prohibit the making of any such payments unless, not less than two
Business Days prior to the date of such payment, a Trust Officer of the Trustee
receives written notice from a holder of Designated Senior Indebtedness that it
is exercising its rights under Section 10.03. The Issuer, the Registrar or
co-registrar, the Paying Agent, a Representative or a holder of Senior
Indebtedness may give the notice;

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provided, however, that, if the holders of an issue of Senior Indebtedness of
the Issuer have a Representative, only the Representative may give the notice.


     The Trustee in its individual or any other capacity may hold Senior
Indebtedness of the Issuer with the same rights it would have if it were not
Trustee. The Registrar and coregistrar and the Paying Agent may do the same
with
like rights. The Trustee shall be entitled to all the rights set forth in this
Article 10 with respect to any Senior Indebtedness of the Issuer which may at
any time be held by it, to the same extent as any other holder of such Senior
Indebtedness, and nothing in Article 7 shall deprive the Trustee of any of its
rights as such holder. Nothing in this Article 10 shall apply to claims of, or
payments to, the Trustee under or pursuant to Section 7.07.


     SECTION 10.10. Distribution or Notice to Representative. Whenever a
distribution is to be made or a notice given to holders of Senior Indebtedness
of the Issuer, the distribution may be made and the notice given to their
Representative (if any).


     SECTION 10.11. Article 10 Not To Prevent Events of Default or Limit
Right To Accelerate. The failure to make a payment pursuant to the Notes by
reason of any provision in this Article 10 shall not be construed as preventing
the occurrence of a Default. Nothing in this Article 10 shall have any effect
on
the right of the Noteholders or the Trustee to accelerate the maturity of the
Notes.


     SECTION 10.12. Trust Moneys Not Subordinated. Notwithstanding anything
contained herein to the contrary, payments from money or the proceeds of U.S.
Government Obligations held in trust under Article 8 by the Trustee for the
payment of principal of, premium, if any, and interest and Liquidated Damages,
if any, on the Notes shall not be subordinated to the prior payment of any
Senior Indebtedness or subject to the restrictions set forth in this Article
10,
and none of the Noteholders or Trustee shall be obligated to pay over any such
amount to the Issuer or any holder of Senior Indebtedness of the Issuer or any
other creditor of the Issuer.


     SECTION 10.13. Trustee Entitled To Rely. Upon any payment or
distribution pursuant to this Article 10, the Trustee and the Noteholders shall
be entitled to rely (i) upon any order or decree of a court of competent
jurisdiction in which any proceedings of the nature referred to in Section
10.02
are pending, (ii) upon a certificate of the liquidating trustee or agent or
other Person making such payment or distribution to the Trustee or to the
Noteholders or (iii) upon the Representative for the holders of Senior
Indebtedness of the Issuer for the purpose of ascertaining the Persons entitled
to participate in such payment or distribution, the holders of such Senior
Indebtedness and other Indebtedness of the Issuer, the amount thereof or
payable
thereon, the amount or amounts paid or distributed thereon and all other facts
pertinent thereto or to this Article 10. In the event that the Trustee
determines, in good faith, that evidence is required with respect to the right
of any Person as a holder of Senior Indebtedness of the Issuer to participate
in
any payment or distribution pursuant to this Article 10, the Trustee may
request
such Person to furnish evidence to the reasonable satisfaction of the Trustee
as
to the amount of such Senior Indebtedness held by such Person, the extent to
which such Person is entitled to participate in such payment or distribution
and
other facts pertinent to the rights of such Person under this Article 10, and,
if such evidence is not furnished, the Trustee may defer any payment to such
Person pending judicial determination as to the right of such Person to receive
such

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payment. The provisions of Sections 7.01 and 7.02 shall be applicable to all
actions or omissions of actions by the Trustee pursuant to this Article 10.


     SECTION 10.14. Trustee To Effectuate Subordination. Each Noteholder by
accepting a Note authorizes and directs the Trustee on such Noteholder’s behalf
to take such action as may be necessary or appropriate to acknowledge or
effectuate the subordination between the Noteholders and the holders of Senior
Indebtedness of the Issuer as provided in this Article 10 and appoints the
Trustee as attorney-in-fact for any and all such purposes.


     SECTION 10.15. Trustee Not Fiduciary for Holders of Senior
Indebtedness. The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Indebtedness and shall not be liable to any such holders if
it
shall mistakenly pay over or distribute to Noteholders or the Issuer or any
other Person, money or assets to which any holders of Senior Indebtedness of
the
Issuer shall be entitled by virtue of this Article 10 or otherwise.


     SECTION 10.16. Reliance by Holders of Senior Indebtedness on
Subordination Provisions. Each Noteholder by accepting a Note acknowledges and
agrees that the foregoing subordination provisions are, and are intended to be,
an inducement and a consideration to each holder of any Senior Indebtedness of
the Issuer, whether such Senior Indebtedness was created or acquired before or
after the issuance of the Notes, to acquire and continue to hold, or to
continue
to hold, such Senior Indebtedness and such holder of such Senior Indebtedness
shall be deemed conclusively to have relied on such subordination provisions in
acquiring and continuing to hold, or in continuing to hold, such Senior
Indebtedness.


ARTICLE 11



GUARANTEES; RELEASE OF GUARANTEES;

ADDITIONAL GUARANTEES



     SECTION 11.01. Guarantees.


     (a)     Each Guarantor hereby unconditionally and irrevocably
guarantees to each Holder and to the Trustee and its successors and assigns (i)
the full and punctual payment of principal of, premium, if any, and interest
and
Liquidated Damages, if any, on the Notes when due, whether at maturity, by
acceleration, by redemption or otherwise, and all other monetary obligations of
the Issuer under this Indenture and the Notes and (ii) the full and punctual
performance within applicable grace periods of all other obligations of the
Issuer under this Indenture and the Notes (all the foregoing being hereinafter
collectively called the “Obligations”). Each Guarantor further agrees that the
Obligations may be extended or renewed, in whole or in part, without notice or
further assent from such Guarantor and that such Guarantor will remain bound
under this Article 11 notwithstanding any extension or renewal of any
Obligation.


     (b)     Each Guarantor waives presentation to, demand of, payment from
and protest to the Issuer of any of the Obligations and also waives notice of
protest for nonpayment. Each Guarantor waives notice of any default under the
Notes or the Obligations. The obligations of each Guarantor hereunder shall not
be affected by (i) the failure of any Holder or the Trustee to


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assert any claim or demand or to enforce any right or remedy against the Issuer
or any other Person under this Indenture, the Notes or any other agreement or
otherwise, (ii) any extension or renewal of any thereof, (iii) any rescission,
waiver, amendment or modification of any of the terms or provisions of this
Indenture, the Notes or any other agreement, (iv) the release of any security
held by any Holder or the Trustee for the Obligations or any of them, (v) the
failure of any Holder or Trustee to exercise any right or remedy against any
other guarantor of the Obligations, or (vi) any change in the ownership of any
Guarantor.


     (c)     Each Guarantor further agrees that its Guarantee herein
constitutes a guarantee of payment, performance and compliance when due (and
not
a guarantee of collection) and waives any right to require that any resort be
had by any Holder or the Trustee to any security held for payment of the
Obligations.


     (d)     Each Guarantee is, to the extent and in the manner set forth
in Article 12, subordinated and subject in right of payment to the prior
payment
in full of all Senior Indebtedness of such Guarantor and is made subject to
such
provisions of this Indenture.


     (e)     Except as expressly set forth in Section 8.01(b), the
obligations of each Guarantor hereunder shall not be subject to any reduction,
limitation, impairment or termination for any reason, including any claim of
waiver, release, surrender, alteration or compromise, and shall not be subject
to any defense of setoff, counterclaim, recoupment or termination whatsoever or
by reason of the invalidity, illegality or unenforceability of the Obligations
or otherwise. Without limiting the generality of the foregoing, (i) the
obligations of each Guarantor herein shall not be discharged or impaired or
otherwise affected by the failure of any Holder or the Trustee to assert any
claim or demand or to enforce any remedy under this Indenture, the Notes or any
other agreement, by any waiver or modification of any thereof, by any default,
failure or delay, willful or otherwise, in the performance of the Obligations,
or by any other act or thing or omission or delay to do any other act or thing
which may or might in any manner or to any extent vary the risk of each
Guarantor or would otherwise operate as a discharge of such Guarantor as a
matter of law or equity and (ii) each Guarantor hereby waives any right such
Guarantor may have under Sections 26.7 through 26.9 of the North Carolina
General Statutes.


     (f)     Each Guarantor further agrees that its Guarantee herein shall
continue to be effective or be reinstated, as the case may be, if at any time
payment, or any part thereof, of principal, premium, if any, or interest or
Liquidated Damages, if any, on any Obligation is rescinded or must otherwise be
restored by any Holder or the Trustee upon the bankruptcy or reorganization of
the Issuer or otherwise.


     (g)     In furtherance of the foregoing and not in limitation of any
other right which any Holder or the Trustee has at law or in equity against any
Guarantor by virtue hereof, upon the failure of the Issuer to pay the principal
of, premium, if any or interest or Liquidated damages, if any, on any
Obligation
when and as the same shall become due, whether at maturity, by acceleration, by
redemption or otherwise, or to perform or comply with any other Obligation,
each
Guarantor hereby promises to and will, upon receipt of written demand by the
Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the
Trustee an amount equal to the sum of (i) the unpaid amount of such
Obligations,
(ii) accrued and unpaid interest on such


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Obligations (but only to the extent not prohibited by law) and (iii) all other
monetary Obligations of the Issuer to the Holders and the Trustee.


     (h)     Each Guarantor agrees that it shall not be entitled to any
right of subrogation in respect of any Obligations guaranteed hereby until
payment in full of all Obligations and all obligations to which the Obligations
are subordinated as provided in Article 12. Each Guarantor further agrees that,
as between it, on the one hand, and the Holders and the Trustee, on the other
hand, (x) the maturity of the Obligations guaranteed hereby may be accelerated
as provided in Article 6 for the purposes of such Guarantor’s Guarantee herein,
notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the Obligations guaranteed hereby, and (y) in the
event of any declaration of acceleration of such Obligations as provided in
Article 6, such Obligations (whether or not due and payable) shall forthwith
become due and payable by such Guarantor for the purposes of this Section
11.01.


     (i)     Each Guarantor also agrees to pay any and all costs and
expenses (including reasonable attorneys’ fees and expenses, including the
allocated reasonable costs and expenses of its in-house counsel and legal
staff)
incurred by the Trustee or any Holder in enforcing any rights under this
Section
11.01.


     (j)     This Article 11 does not apply unless a supplemental joinder
is executed pursuant to Section 4.21.


     SECTION 11.02. Successors and Assigns. This Article 11 shall be binding
upon each Guarantor and its successors and assigns and shall inure to the
benefit of the successors and assigns of the Trustee and the Holders and, in
the
event of any transfer or assignment of rights by any Holder or the Trustee, the
rights and privileges conferred upon that party in this Indenture and in the
Notes shall automatically extend to and be vested in such transferee or
assignee, all subject to the terms and conditions of this Indenture.


     SECTION 11.03. No Waiver. Neither a failure nor a delay on the part of
either the Trustee or the Holders in exercising any right, power or privilege
under this Article 11 shall operate as a waiver thereof, nor shall a single or
partial exercise thereof preclude any other or further exercise of any right,
power or privilege. The rights, remedies and benefits of the Trustee and the
Holders herein expressly specified are cumulative and not exclusive of any
other
rights, remedies or benefits which either may have under this Article 11 at
law,
in equity, by statute or otherwise.


     SECTION 11.04. Modification. No modification, amendment or waiver of
any provision of this Article 11, nor the consent to any departure by any
Guarantor therefrom, shall in any event be effective unless the same shall be
in
writing and signed by the Trustee, and then such waiver or consent shall be
effective only in the specific instance and for the purpose for which given. No
notice to or demand on any Guarantor in any case shall entitle such Guarantor
to
any other or further notice or demand in the same, similar or other
circumstances.


     SECTION 11.05. Limitation of Guarantor’s Liability. Each Guarantor, the
Trustee, and by its acceptance hereof each Holder, hereby confirms that it is
the intention of all such parties


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that the Guarantee of such Guarantor not constitute a fraudulent transfer or
conveyance for purposes of the Bankruptcy Law, federal and state fraudulent
conveyance laws or any similar federal, state or foreign law. To effectuate the
foregoing intention, the Holders, the Trustee and each Guarantor hereby
irrevocably agree that the obligations of each Guarantor under this Article 11
shall be limited to the maximum amount as will, after giving effect to all
other
contingent and fixed liabilities of such Guarantor and after giving effect to
any collections from or payments made by or on behalf of any other Guarantor in
respect of the obligations of such other Guarantor under this Article 11,
result
in the obligations of such Guarantor under its Guarantee not constituting a
fraudulent transfer or conveyance under applicable federal, state or foreign
law.


     SECTION 11.06. Release of Guarantees. In the event of a sale or other
disposition of all or substantially all of the assets of any Guarantor, by way
of merger, consolidation or otherwise, or a sale or other disposition of all of
the Capital Stock of any Guarantor, by way of merger, consolidation or
otherwise, such Guarantor (in the event of a sale or other disposition of all
of
the Capital Stock of such Guarantor) will be released and relieved of any
obligations under its Guarantee or the Person acquiring the property (in the
event of a sale or other disposition of all or substantially all of the assets
of such Guarantor) will not be required to enter into a Guarantee; provided, in
each case, that such transaction is carried out pursuant to and in accordance
with Section 4.11 and Section 5.01 (if applicable) hereof. Upon delivery by the
Issuer to the Trustee of an Officers’ Certificate and Opinion of Counsel
addressed to the Trustee, to the effect that such sale or other disposition was
made by the Issuer in accordance with the provisions of this Indenture,
including without limitation Section 4.11 and Section 5.01 (if applicable)
hereof, the Trustee shall execute any documents reasonably required in order to
evidence the release of any such Guarantor from its obligations under its
Guarantee.


ARTICLE 12



SUBORDINATION OF THE GUARANTEES



     SECTION 12.01. Agreement To Subordinate. Each Guarantor agrees, and
each Noteholder by accepting a Note agrees, that the obligations of such
Guarantor are subordinated in right of payment, to the extent and in the manner
provided in this Article 12, to the prior payment of all Senior Indebtedness of
such Guarantor and that the subordination is for the benefit of and enforceable
by the holders of such Senior Indebtedness. Only Senior Indebtedness of each
Guarantor shall rank senior to the obligations of such Guarantor in accordance
with the provisions set forth herein. The obligations of each Guarantor shall
in
all respects rank pari passu with, or be senior to, all other Indebtedness of
such Guarantor. The obligations of each Guarantor shall in all respects rank
pari passu with the obligations of such Guarantor with respect to the Issuer’s
8 1/2% Senior Subordinated Notes Due 2009.


     SECTION 12.02. Liquidation, Dissolution, Bankruptcy. Upon any payment
or distribution of the assets of any Guarantor to creditors upon a total or
partial liquidation or a total or partial dissolution of such Guarantor or in a
bankruptcy, reorganization, insolvency, receivership or similar proceeding
relating to the such Guarantor or its property:


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     (1)     holders of Senior Indebtedness of such Guarantor shall be
entitled to receive payment in full of such Senior Indebtedness in cash or cash
equivalents before Noteholders shall be entitled to receive any payment
pursuant
to the Guarantee of such Guarantor; and


     (2)     until the Senior Indebtedness of such Guarantor is paid in
full in cash or cash equivalents, any distribution to which Noteholders would
be
entitled but for this Article 12 shall be made to holders of such Senior
Indebtedness as their interests may appear, except that Noteholders may receive
Subordinated Reorganization Securities and payments and other distributions
made
from any defeasance trust created pursuant to Section 8.01 hereof.


     SECTION 12.03. Default on Senior Indebtedness of Guarantor. No
Guarantor may make any payment pursuant to any of its obligations or
repurchase,
redeem or otherwise retire or defease any Notes or other Obligations
(collectively, “pay its Guarantee”) (other than Subordinated Reorganization
Securities and payments and other distributions from any defeasance trust
created pursuant to Section 8.01 hereof) if any principal, interest, fees or
other obligations in respect of Designated Senior Indebtedness of the relevant
Guarantor is not paid when due unless the default has been cured or waived.
However, such Guarantor may pay its Guarantee without regard to the foregoing
if
such Guarantor and the Trustee receive written notice approving such payment
from the Representative of the Designated Senior Indebtedness of such Guarantor
with respect to which the event set forth in the immediately preceding sentence
has occurred and is continuing. During the continuance of any default (other
than a default described in the second preceding sentence) with respect to any
Designated Senior Indebtedness of such Guarantor pursuant to which the maturity
thereof may be accelerated immediately without further notice (except such
notice as may be required to effect such acceleration) or the expiration of any
applicable grace periods, such Guarantor may not pay its Guarantee for the
Payment Blockage Period commencing upon the receipt by the Trustee (with a copy
to such Guarantor) of a Blockage Notice from the Representative of the holders
of such Designated Senior Indebtedness and ending 179 days thereafter (or
earlier if such Payment Blockage Period is terminated (i) by written notice to
the Trustee and such Guarantor from the Person or Persons who gave such
Blockage
Notice, (ii) because a Representative of the holders of such Designated Senior
Indebtedness has notified the Trustee that the default giving rise to such
Blockage Notice is no longer continuing or (iii) because such Designated Senior
Indebtedness has been repaid in full). Notwithstanding the provisions described
in the immediately preceding sentence (but subject to the first sentence of
this
paragraph), unless the holders of such Designated Senior Indebtedness of such
Guarantor or the Representative of such holders have accelerated the maturity
of
such Designated Senior Indebtedness, such Guarantor may resume payments on its
Guarantee after the end of such Payment Blockage Period. Each Guarantee shall
not be subject to more than one Payment Blockage Period in any consecutive
360-day period, irrespective of the number of defaults with respect
to Designated Senior Indebtedness of a Guarantor during such period. For purposes
of this Section 12.03, no default or event of default which existed or was
continuing on the date of the commencement of any Payment Blockage Period with
respect to the Designated Senior Indebtedness initiating such Payment Blockage
Period shall be, or be made, the basis of the commencement of a subsequent
Payment Blockage Period by the Representative of such Designated Senior
Indebtedness, whether or not within a period of 360 consecutive days, unless
such default or event of default shall have been cured or waived for a period
of
not less than 90 consecutive days.


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     SECTION 12.04. Demand for Payment. If a demand for payment is made on
any Guarantor pursuant to Article 11, such Guarantor shall promptly notify the
holders of the Designated Senior Indebtedness (or their Representatives) of
such
Guarantor of such demand.


     SECTION 12.05. When Distribution Must Be Paid Over. If a distribution
is made to Noteholders that because of this Article 12 should not have been
made
to them, the applicable Guarantor shall notify the Noteholders who receive the
distribution, which Noteholders shall hold it in trust for holders of the
relevant Senior Indebtedness of such Guarantor and pay it over to them or their
Representative as their interests may appear.


     SECTION 12.06. Subrogation. After all Senior Indebtedness of each
Guarantor is paid in full and until the Notes are paid in full, Noteholders
shall be subrogated to the rights of holders of such Senior Indebtedness to
receive distributions applicable to such Senior Indebtedness. A distribution
made under this Article 12 to holders of such Senior Indebtedness which
otherwise would have been made to Noteholders is not, as between each Guarantor
and Noteholders, a payment by such Guarantor on such Senior Indebtedness.


     SECTION 12.07. Relative Rights. This Article 12 defines the relative
rights of Noteholders and holders of Senior Indebtedness of each Guarantor.
Nothing in this Indenture shall:


     (1)     impair, as between each Guarantor and the Noteholders, the
obligation of the such Guarantor, which is absolute and unconditional, to pay
its obligations to the extent set forth in Article 11; or


     (2)     prevent the Trustee or any Noteholder from exercising its
available remedies upon a default by any Guarantor under its obligations,
subject to the rights of holders of Senior Indebtedness of such Guarantor to
receive distributions otherwise payable to Noteholders.


     SECTION 12.08. Subordination May Not Be Impaired by Guarantor. No right
of any holder of Senior Indebtedness of any Guarantor to enforce the
subordination of the obligations of such Guarantor shall be impaired by any act
or failure to act by such Guarantor or by its failure to comply with this
Indenture.


     SECTION 12.09. Rights of Trustee and Paying Agent. Notwithstanding
Section 12.03, the Trustee or Paying Agent may continue to demand payments on
each Guarantee and shall not be charged with knowledge of the existence of
facts
that would prohibit the making of any such payments unless, not less than two
Business Days prior to the date of such payment, a Trust Officer of
the Trustee receives written notice from a holder of Designated Senior Indebtedness that it
is exercising its rights under Section 12.03. The Issuer, each Guarantor, the
Registrar or co-registrar, the Paying Agent, a Representative or a holder of
Senior Indebtedness of any Guarantor may give the notice; provided, however,
that, if an issue of Senior Indebtedness of any Guarantor has a Representative,
only the Representative may give the notice.


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     The Trustee in its individual or any other capacity may hold Senior
Indebtedness of any Guarantor with the same rights it would have if it were not
Trustee. The Registrar and co-registrar and the Paying Agent may do the same
with like rights. The Trustee shall be entitled to all the rights set forth in
this Article 12 with respect to any Senior Indebtedness of any Guarantor which
may at any time be held by it, to the same extent as any other holder of Senior
Indebtedness, and nothing in Article 7 shall deprive the Trustee of any of its
rights as such holder. Nothing in this Article 12 shall apply to claims of, or
payments to, the Trustee under or pursuant to Section 7.07.


     SECTION 12.10. Distribution or Notice to Representative. Whenever a
distribution is to be made or a notice given to holders of Senior Indebtedness
of any Guarantor, the distribution may be made and the notice given to their
Representative (if any).


     SECTION 12.11. Article 12 Not To Prevent Defaults Under the Guarantees
or Limit Right To Demand Payment. The failure to make a payment pursuant to any
Guarantee by reason of any provision in this Article 12 shall not be construed
as preventing the occurrence of a default under such Guarantee. Nothing in this
Article 12 shall have any effect on the right of the Noteholders or the Trustee
to make a demand for payment on any Guarantor pursuant to Article 11.


     SECTION 12.12. Trustee Entitled To Rely. Upon any payment or
distribution pursuant to this Article 12, the Trustee and the Noteholders shall
be entitled to rely (i) upon any order or decree of a court of competent
jurisdiction in which any proceedings of the nature referred to in Section
12.02
are pending, (ii) upon a certificate of the liquidating trustee or agent or
other Person making such payment or distribution to the Trustee or to the
Noteholders or (iii) upon the Representative for the holders of Senior
Indebtedness of any Guarantor for the purpose of ascertaining the Persons
entitled to participate in such payment or distribution, the holders of such
Senior Indebtedness and other indebtedness of such Guarantor, the amount
thereof
or payable thereon, the amount or amounts paid or distributed thereon and all
other facts pertinent thereto or to this Article 12. In the event that the
Trustee determines, in good faith, that evidence is required with respect to
the
right of any Person as a holder of Senior Indebtedness of such Guarantor to
participate in any payment or distribution pursuant to this Article 12, the
Trustee may request such Person to furnish evidence to the reasonable
satisfaction of the Trustee as to the amount of Senior Indebtedness of such
Guarantor held by such Person, the extent to which such Person is entitled to
participate in such payment or distribution and other facts pertinent to the
rights of such Person under this Article 12, and, if such evidence is not
furnished, the Trustee may defer any payment to such Person pending judicial
determination as to the right of such Person to receive such payment. The
provisions of Sections 7.01 and 7.02 shall be applicable to all actions or
omissions of actions by the Trustee pursuant to this Article 12.


     SECTION 12.13. Trustee To Effectuate Subordination. Each Noteholder by
accepting a Note authorizes and directs the Trustee on his behalf to take such
action as may be necessary or appropriate to acknowledge or effectuate the
subordination between the Noteholders and the holders of Senior Indebtedness of
any Guarantor as provided in this Article 12 and appoints the Trustee as
attorney-in-fact for any and all such purposes.


86






 


     SECTION 12.14. Trustee Not Fiduciary for Holders of Senior Indebtedness
of Guarantors. The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Indebtedness of any Guarantor and shall not be liable to any
such holders if it shall mistakenly pay over or distribute to Noteholders or
the
Issuer or any other Person, money or assets to which any holders of such Senior
Indebtedness shall be entitled by virtue of this Article 12 or otherwise.


     SECTION 12.15. Reliance by Holders of Senior Indebtedness on
Subordination Provisions. Each Noteholder by accepting a Note acknowledges and
agrees that the foregoing subordination provisions are, and are intended to be,
an inducement and a consideration to each holder of any Senior Indebtedness of
any Guarantor, whether such Senior Indebtedness was created or acquired before
or after the issuance of the Notes, to acquire and continue to hold, or to
continue to hold, such Senior Indebtedness and such holder of Senior
Indebtedness shall be deemed conclusively to have relied on such subordination
provisions in acquiring and continuing to hold, or in continuing to hold, such
Senior Indebtedness.


ARTICLE 13



MISCELLANEOUS



     SECTION 13.01. Trust Indenture Act Controls. If any provision of this
Indenture limits, qualifies or conflicts with another provision which is
required to be included in this Indenture by the TIA, the required provision
shall control.


     SECTION 13.02. Notices. Any notice or communication by the Issuer, any
Guarantor or the Trustee to the others is duly given if in writing and
delivered
in Person or mailed by first class mail (registered or certified, return
receipt
requested), telecopier or overnight air courier guaranteeing next day delivery,
to the others’ address as follows:



	 	 	 
	 	if
to the Issuer or any Guarantor:


Susquehanna Media Co.

140 East Market Street

York, PA 17401

Attention: Mr. Craig W. Bremer


	 
	 	if
to the Trustee:


J.P. Morgan Trust Company, National Association

One Liberty Place

1650 Market Street, Suite 5210

Philadelphia, PA 19103

Attention: Capital Markets Institutional Trust Services

Telephone: (215) 988-1317

Telecopy: (215) 972-8372

(Susquehanna Media Co. 7 3/8% Senior Subordinated Notes due 2013)




87






 



     The Issuer, any Guarantor or the Trustee, by notice to the others may
designate additional or different addresses for subsequent notices or
communication.


     All notices and communications (other than those sent to Holders) shall
be deemed to have been duly given: at the time delivered by hand, if personally
delivered; five Business Days after being deposited in the mail, postage
prepaid, if mailed; when receipt acknowledged, if telecopied; and the next
Business Day after timely delivery to the courier, if sent by overnight air
courier guaranteeing next day delivery.


     Any notice or communication to a Holder shall be mailed by first class
mail, certified or registered, return receipt requested, to its address shown
on
the register kept by the Registrar. Any notice or communication shall also be
so
mailed to any Person described in TIA Section 313(c), to the extent required by
the TIA. Failure to mail a notice or communication to a Holder or any defect in
it shall not affect its sufficiency with respect to other Holders.


     If a notice or communication is mailed in the manner provided above
within the time prescribed, it is duly given, whether or not the addressee
receives it.


     If the Issuer mails a notice or communication to Holders, it shall mail
a copy to the Trustee and each agent at the same time.


     SECTION 13.03. Communication by Holders with Other Holders.
Noteholders may communicate pursuant to TIA Section 312(b) with other
Noteholders with respect to their rights under this Indenture or the Notes. The
Issuer, the Trustee, the Registrar and anyone else shall have the protection of
TIA Section 312(c).


     SECTION 13.04. Certificate and Opinion as to Conditions Precedent. Upon
any request or application by the Issuer to the Trustee to take or refrain from
taking any action under this Indenture, the Issuer shall furnish to the
Trustee:


     (1)     an Officers’ Certificate in form and substance reasonably
satisfactory to the Trustee stating that, in the opinion of the signers, all
conditions precedent, if any, provided for in this Indenture relating to the
proposed action have been complied with; and


     (2)     an Opinion of Counsel in form and substance reasonably
satisfactory to the Trustee stating that, in the opinion of such counsel, all
such conditions precedent have been complied with.


     SECTION 13.05. Statements Required in Certificate or Opinion. Each
certificate or opinion with respect to compliance with a covenant or condition
provided for in this Indenture shall include:


     (1)     a statement that the individual making such certificate or
opinion has read such covenant or condition;


88






 




     (2)     a brief statement as to the nature and scope of the
examination or investigation upon which the statements or opinions contained in
such certificate or opinion are based;


     (3)     a statement that, in the opinion of such individual, he has
made such examination or investigation as is necessary to enable him to express
an informed opinion as to whether or not such covenant or condition has been
complied with; and


     (4)     a statement as to whether or not, in the opinion of such
individual, such covenant or condition has been complied with.


     SECTION 13.06. When Notes Disregarded. In determining whether the
Holders of the required principal amount of Notes have concurred in any
direction, waiver or consent, Notes owned by the Issuer or by any Affiliate of
the Issuer shall be disregarded and deemed not to be outstanding, except that,
for the purpose of determining whether the Trustee shall be protected in
relying
on any such direction, waiver or consent, only Notes which the Trustee knows
are
so owned shall be so disregarded. Also, subject to the foregoing, only Notes
outstanding at the time shall be considered in any such determination.


     SECTION 13.07. Rules by Trustee, Paying Agent and Registrar. The
Trustee may make reasonable rules for action by or a meeting of Noteholders.
The
Registrar and the Paying Agent may make reasonable rules for their functions.


     SECTION 13.08. Legal Holidays. A “Legal Holiday” is a Saturday, a
Sunday or a day on which banking institutions are not required or are not
authorized to be open in the State of New York or the State in which the
Corporate Trust Office is located. If a payment date is a Legal Holiday,
payment
shall be made on the next succeeding day that is not a Legal Holiday, and no
interest shall accrue for the intervening period. If a regular record date is a
Legal Holiday, the record date shall not be affected.


     SECTION 13.09. Governing Law. (a) THIS INDENTURE AND THE NOTES SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK
APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SAID STATE.


     (b)     Each of the Issuer and each Guarantor hereby (i) agrees that
any suit, action or proceeding against it arising out of or relating to this
Indenture or the Notes, as the case may be, may be instituted in any Federal or
state court sitting in The City of New York, (ii) waives, to the extent
permitted by applicable law, any objection which it may now or hereafter have
to
the laying of venue of any such suit, action or proceeding, and any claim that
any suit, action or proceeding in such a court has been brought in an
inconvenient forum, (iii) irrevocably submits to the non-exclusive jurisdiction
of such courts in any suit, action or proceeding, (iv) agrees that final
judgment in any such suit, action or proceeding brought in such a court shall
be
conclusive and binding upon each and may be enforced in the courts of the
jurisdiction of which each is subject, respectively, by a suit upon judgment,
(v) agrees that service of process by mail to the addressed specified in
Section
13.02 hereof shall constitute personal service of such process on it in any
such
suit, action or proceeding.


89






 


     SECTION 13.10. No Recourse Against Others. No director, officer,
employee, incorporator or stockholder of the Issuer or any Guarantor, as such,
shall have any liability for any obligations of the Issuer or such Guarantor
under the Notes, the Guarantees or this Indenture or for any claim based on, in
respect of, or by reason of, such obligations or their creation, solely by
reason of its status as a director, officer, employee, incorporator or
stockholder of the Issuer or such Guarantor. By accepting a Note, each Holder
waives and releases all such liability (but only such liability) as part of the
consideration for issuance of such Note to such Holder.


     SECTION 13.11. Successors, Assigns and Transferees. All agreements of
the Issuer and each Guarantor in this Indenture and the Notes shall bind their
respective successors and assigns. All agreements of the Trustee and the
Initial
Purchasers in this Indenture shall bind their respective successors, assigns
and
transferees.


     SECTION 13.12. Multiple Originals. The parties may sign any number of
copies of this Indenture. Each signed copy shall be an original, but all of
them
together represent the same agreement. One signed copy is enough to prove this
Indenture.


     SECTION 13.13. Table of Contents, Headings. The table of contents,
cross-reference table and headings of the Articles and Sections of this
Indenture have been inserted for convenience of reference only, are not
intended
to be considered a part hereof and shall not modify or restrict any of the
terms
or provisions hereof.


     SECTION 13.14. Severability. In case any provision in this Indenture or
in the Notes shall be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.


     SECTION 13.15. Further Instruments and Acts. Upon request of the
Trustee, the Issuer and each Guarantor will execute and deliver such further
instruments and do such further acts as may be reasonably necessary or proper
to
carry out more effectively the purposes of this Indenture.


[SIGNATURE PAGES
FOLLOW]

90






 




     IN WITNESS WHEREOF, the parties have caused this Indenture to be duly
executed as of the date first written above.



	 	 	 	 	 
	 	 	
SUSQUEHANNA MEDIA CO.,

as Issuer,
	 
	 	 	By:	 	/s/ Peter P. Brubaker


Peter P. Brubaker

Chief Executive Officer and President
	 
	 	 	
J.P. MORGAN TRUST COMPANY,

NATIONAL ASSOCIATION,

as Trustee,
	 
	 	 	By:	 	/s/ Judith Wisniewski



Judith Wisniewski

Vice President
	 
	[Indenture]	 	 












 





EXHIBIT A


FORM OF INITIAL GLOBAL NOTE



FACE OF INITIAL GLOBAL NOTE



SUSQUEHANNA MEDIA CO.




	 	 	 
	No.     	 	
CUSIP No.     



THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO.


THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED (THE “ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE
UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS
SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A)
IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE ACT)
OR (B) IT IS AN “ACCREDITED INVESTOR” (AS DEFINED IN RULE 501 (a)(1), (2), (3)
OR (7) UNDER THE ACT) (AN “ACCREDITED INVESTOR”) OR (C) IT IS NOT A U.S. PERSON
AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION, (2) AGREES THAT IT WILL
NOT WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS NOTE RESELL OR
OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE ISSUER OR ANY SUBSIDIARY
THEREOF,
(B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE
WITH RULE 144A UNDER THE ACT, (C) INSIDE THE UNITED STATES TO AN ACCREDITED
INVESTOR THAT IS ACQUIRING THIS NOTE FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF
SUCH AN ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF
$250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE
IN
CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, THAT,
PRIOR
TO SUCH TRANSFER, FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A U.S.
BROKER-DEALER) TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN
REPRESENTATIONS
AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS NOTE (THE FORM
OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE), (D) OUTSIDE THE UNITED
STATES
IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE ACT, (E)
PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE ACT
(IF AVAILABLE) OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS
TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION
WITH ANY TRANSFER OF THIS NOTE WITHIN TWO YEARS AFTER ORIGINAL


A - 1



 






 





ISSUANCE OF THIS NOTE, IF THE PROPOSED TRANSFEREE IS AN ACCREDITED INVESTOR,
THE
HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND THE ISSUER SUCH
CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY
REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN
EXEMPTION FROM OR IN A TRANSACTION NOT SUBJECT TO THE REGISTRATION REQUIREMENTS
OF THE ACT. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES”
AND “U.S. PERSON” HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE ACT.


UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO SUSQUEHANNA MEDIA CO. OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST
HEREIN.


TRANSFER OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, AND NOT IN
PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY OR TO A SUCCESSOR THEREOF OR
SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF INTERESTS IN THIS GLOBAL NOTE SHALL
BE
LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN
SECTION 2.07 OF THE INDENTURE, DATED AS OF APRIL 23, 2003, BETWEEN SUSQUEHANNA
MEDIA CO., AS ISSUER, AND J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION, AS
TRUSTEE, PURSUANT TO WHICH THIS NOTE WAS ISSUED.


GLOBAL NOTE

REPRESENTING 7 3/8% SENIOR SUBORDINATED NOTES DUE 2013



     Susquehanna Media Co., a Delaware corporation, for value received,
hereby promises to pay to Cede & Co., or its registered assigns, the principal
sum indicated on Schedule A hereof, on April 15, 2013.


     Interest Payment Dates: April 15 and October 15, commencing on October
15, 2003.


     Record Dates: April 1 and October 1.


     Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.


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     Unless the certificate of authentication hereon has been duly executed
by the Trustee referred to on the reverse by manual signature, this Note shall
not be entitled to any benefit under the Indenture or be valid or obligatory
for
any purposes.


A - 3



 






 





     IN WITNESS WHEREOF, Susquehanna Media Co. has caused this Note to be
duly executed.



	 	 	 	 	 
	 	 	
SUSQUEHANNA MEDIA CO.
	 	 	 	 	 
	 	 	
By :
	 	 

	 	 	
 
	

	 	 	 	
Name :
	 
	 	 	 	
Title:
	 
	Attest:	 	 	 	 
	 	 	 	 	 
	Dated :	 	 	 	 



TRUSTEE’S CERTIFICATE OF AUTHENTICATION




J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION,

as Trustee, certifies that this is one of

the Notes referred to in the Indenture.



	 	 	 	 
	By:	 	
 	 
	 	 	

	 
	 	 	
Authorized Signatory	 



A - 4


 






 


REVERSE SIDE OF INITIAL GLOBAL NOTE



SUSQUEHANNA MEDIA CO.



GLOBAL NOTE

REPRESENTING 7 3/8% SENIOR SUBORDINATED NOTES DUE 2013



     1.     Indenture.


     This Note is one of a duly authorized issue of debt securities of the
Issuer (as defined below) designated as its “7 3/8% Senior Subordinated Notes
due 2013” (herein called the “Notes”), issued under an indenture dated as of
April 23, 2003 (as amended or supplemented from time to time, the “Indenture”)
between the Issuer, as issuer, and J.P. Morgan Trust Company, National
Association, as trustee (the “Trustee,” which term includes any successor
trustee under the Indenture). The terms of the Notes include those stated in
the
Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939, as amended (15 U.S. Code Sections 77aaa-77bbbb). The
Notes are subject to all such terms, and Holders of Notes are referred to the
Indenture and such Act for a statement of the respective rights, limitations of
rights, duties and immunities thereunder of the Issuer, the Guarantors (if
any),
the Trustee and each Holder and of the terms upon which the Notes are, and are
to be, authenticated and delivered. The summary of the terms of this Note
contained herein does not purport to be complete and is qualified by reference
to the Indenture. To the extent permitted by applicable law, in the event of
any
inconsistency between the terms of this Note and the terms of the Indenture,
the
terms of the Indenture shall control. All capitalized terms used in this Note
which are not defined herein shall have the meanings assigned to them in the
Indenture.


     The Indenture restricts, among other things, the Issuer’s ability to
incur additional indebtedness, pay dividends or make certain other restricted
payments, incur liens to secure pari passu or subordinated indebtedness, sell
stock of Restricted Subsidiaries, apply net proceeds from certain asset sales,
merge or consolidate with any other person, sell, assign, transfer, lease,
convey or otherwise dispose of substantially all of the assets of the Issuer,
enter into certain transactions with affiliates or incur indebtedness that is
subordinate in right of payment to any Senior Indebtedness and senior in right
of payment to the Notes. The Indenture permits, under certain circumstances,
Restricted Subsidiaries of the Issuer to be deemed Unrestricted Subsidiaries
and
thus not subject to the restrictions of the Indenture.


     2.     Principal and Interest.


     Susquehanna Media Co., a Delaware corporation (such corporation, and
its successors and assigns under the Indenture hereinafter referred to, being
herein called the “Issuer”), promises to pay the principal amount set forth on
Schedule A of this Note to the Holder hereof on April 15, 2013.


     The Issuer shall pay interest at a rate of 7 3/8% per annum, from April
23, 2003 or from the most recent Interest Payment Date thereafter to which
interest has been paid or duly provided for, semiannually in arrears on April
15 and October 15 of each year, commencing on October


A - 5



 






 





15, 2003, in cash, to the Holder hereof until the principal amount hereof is
paid or made available for payment. The interest so payable, and punctually
paid
or duly provided for, on any Interest Payment Date will, subject to certain
exceptions provided in the Indenture, be paid to the Person in whose name this
Note (or the Note in exchange or substitution for which this Note was issued)
is
registered at the close of business on the Record Date for interest payable on
such Interest Payment Date. The Record Date for any interest payment is the
close of business on April 1 or October 1, as the case may be, whether or not a
Business Day, immediately preceding the Interest Payment Date on which such
interest is payable. Any such interest not so punctually paid or duly provided
for (“Defaulted Interest”) shall forthwith cease to be payable to the Holder on
such Record Date and shall be paid as provided in Section 2.12 of the
Indenture.
Interest will be computed on the basis of a 360-day year of twelve 30-day
months.


     Each payment of interest in respect of an Interest Payment Date will
include interest accrued through the day before such Interest Payment Date. If
an Interest Payment Date falls on a day that is not a Business Day, the
interest
payment to be made on such Interest Payment Date will be made on the next
succeeding Business Day with the same force and effect as if made on such
Interest Payment Date, and no additional interest will accrue as a result of
such delayed payment.


     If this Note is exchanged in a Registered Exchange Offer prior to the
Record Date for the first Interest Payment Date following such exchange,
accrued
and unpaid interest, if any, on this Note, up to but not including the date of
issuance of the Exchange Note or Exchange Notes issued in exchange for this
Note, shall be paid on the first Interest Payment Date for such Exchange Note
or
Exchange Notes to the Holder or Holders of such Exchange Note or Exchange Notes
on the first Record Date with respect to such Exchange Note or Exchange Notes.
If this Note is exchanged in a Registered Exchange Offer subsequent to the
Record Date for the first Interest Payment Date following such exchange but on
or prior to such Interest Payment Date, then any such accrued and unpaid
interest with respect to this Note and any accrued and unpaid interest on the
Exchange Note or Exchange Notes issued in exchange for this Note, through the
day before such Interest Payment Date, shall be paid on such Interest Payment
Date to the Holder of this Note on such Record Date.


     To the extent lawful, the Issuer shall pay interest on overdue
principal, overdue premium, if any, Defaulted Interest and overdue Liquidated
Damages, if any, (without regard to any applicable grace period) at the
interest
rate borne on this Note. The Issuer’s obligation pursuant to the previous
sentence shall apply whether such overdue amount is due at its maturity, as a
result of the Issuer’s obligations pursuant to Section 3.05, Section 4.11 or
Section 4.14 of the Indenture, or otherwise.


     3.     Registration Rights, Liquidated Damages.


     The Holder of this Note is entitled to the benefits of the Registration
Rights Agreement, dated April 23, 2003, among the Issuer and the Initial
Purchasers (the “Registration Rights Agreement”), which agreement is attached
to
the Indenture as Exhibit J thereto. Such benefits include the right of the
Holder to receive Liquidated Damages in the event of a failure on the part


A - 6



 






 





of the Issuer to comply with certain registration covenants, as provided in
Section 4 of the Registration Rights Agreement.


     4.     Method of Payment.


     The Issuer, through the Paying Agent, shall pay interest on this Note
to the registered Holder of this Note, as provided above. The Holder must
surrender this Note to a Paying Agent to collect principal payments. The Issuer
will pay principal, premium, if any, and interest and Liquidated Damages, if
any, in money of the United States of America that at the time of payment is
legal tender for payment of all debts public and private. Principal, premium,
if
any, and interest and Liquidated Damages, if any, shall be paid by check mailed
to the registered Holders at their registered addresses; provided, that all
payments with respect to Notes the Holders of which have given wire transfer
instructions to the Issuer will be required to be made by wire transfer of
immediately available funds to the accounts specified by the Holders thereof.


     5.    Paying Agent and Registrar.


     Initially, the Trustee will act as Paying Agent and Registrar under the
Indenture. The Issuer may, upon written notice to the Trustee, appoint and
change any Paying Agent or Registrar. The Issuer or any of its Affiliates may
act as Paying Agent or Registrar; provided, that if the Issuer or such
Affiliate
is acting as Paying Agent, the Issuer or such Affiliate shall segregate all
funds held by it as Paying Agent and hold them in trust for the benefit of the
Holders or the Trustee.



     6.     Guarantees.


     This Note in the future may be entitled to Guarantees made by
Guarantors for the benefit of the Holders of Notes. Each Guarantor (if any)
will, irrevocably and unconditionally, jointly and severally, guarantee on a
senior subordinated basis the punctual payment when due, whether at Stated
Maturity, by acceleration, in connection with a Change of Control Offer, an
Asset Sale Offer or redemption, or otherwise, of all obligations of the Issuer
under the Indenture and this Note, whether for payment of principal of,
premium,
if any, interest or Liquidated Damages, if any, on the Notes, expenses,
indemnification or otherwise. A Guarantor shall be released from its Guarantee
upon the terms and subject to the conditions set forth in the Indenture.


     7.     Subordination.


     This Note and the Guarantees (if any) are subordinated in right of
payment, as set forth in the Indenture, to the prior payment in full of all
existing and future Senior Indebtedness. The Issuer agrees, and each Holder by
accepting a Note agrees, to the subordination provisions set forth in the
Indenture, authorizes the Trustee to give them effect and appoints the Trustee
as attorney-in-fact for such purpose.


A - 7



 






 





     8.     Redemption.


     Except as set forth in the following paragraph, the Notes are not
redeemable at the option of the Issuer prior to April 15, 2008. Thereafter, the
Notes will be subject to redemption at the option of the Issuer, in whole or in
part, on at least 20 calendar days, but not more than 60 calendar days, prior
notice, at the redemption prices (expressed as percentages of principal amount)
set forth below, plus accrued and unpaid interest thereon, if any, and
Liquidated Damages, if any, to the applicable Redemption Date (subject to the
right of each Holder of record on the relevant Record Date to receive interest
due on the relevant Interest Payment Date), if redeemed during the twelve-month
period beginning April 15 of the years indicated below:



	 	 	 	 	 
	Year	 	Percentage
	
	 	

	2008
	 	 	103.688	%
	2009
	 	 	102.458	%
	2010
	 	 	101.229	%
	2011 and thereafter
	 	 	100.000	%



     In addition, at any time and from time to time prior to April 15, 2006
the Issuer, at its option, may redeem in the aggregate up to 35.0% of the
original principal amount of the Notes with the Net Cash Proceeds of one or
more
Public Equity Offerings following which there is a Public Market, at a
redemption price (expressed as a percentage of principal amount) of 107.375% of
the aggregate principal amount so redeemed, plus accrued and unpaid interest
and
Liquidated Damages, if any, thereon to the applicable Redemption Date (subject
to the right of Holders of record on the relevant Record Date to receive
interest due on the relevant Interest Payment Date); provided, however, that at
least 65.0% of the original principal amount of the Notes must remain
outstanding after each such redemption; and provided, further, that each such
redemption shall occur within 60 days of the date of closing of the related
Public Equity Offering.


     9.     Notice of Redemption.


     At least 30 calendar days but not more than 60 calendar days before a
Redemption Date, the Issuer shall deliver to the Trustee a notice of
redemption.
At least 20 calendar days but not more than 60 calendar days before a
Redemption
Date, the Issuer shall send, by first-class mail, postage prepaid, to Holders
of
Notes to be redeemed at the addresses of such Holders as they appear in the
Note
Register, a notice of redemption.


     If fewer than all the Notes are to be redeemed at any time, the Trustee
shall select the Notes to be redeemed pro rata or by lot or by a method that
complies with applicable legal and securities exchange requirements, if any,
and
that the Trustee considers fair and appropriate and in accordance with methods
generally used at the time of selection by fiduciaries in similar
circumstances.
The Trustee shall make the selection from outstanding Notes not previously
called for redemption; provided, that the Trustee may select for redemption
portions (equal to $1,000 or any integral multiple thereof) of the principal of
Notes that have denominations larger than $1,000 (Notes in denominations of
$1,000 may be redeemed only in whole). If any Note is redeemed subsequent to a
Record Date with respect to any Interest Payment Date specified


A - 8



 






 





above and on or prior to such Interest Payment Date, then any accrued interest
will be paid on such Interest Payment Date to the Holder of the Note on such
Record Date. If money in an amount sufficient to pay the Redemption Price of
all
Notes (or portions thereof) to be redeemed on the Redemption Date is deposited
with the Paying Agent on or before the applicable Redemption Date and certain
other conditions are satisfied, interest on the Notes or portions thereof to be
redeemed on the applicable Redemption Date will cease to accrue.


     10.     Repurchase at the Option of Holders upon Change of Control.


     Upon the occurrence of a Change of Control, each Holder shall have the
right in accordance with the terms hereof and the Indenture to require the
Issuer to purchase such Holder’s Notes, in whole or in part, in a principal
amount that is an integral multiple of $1,000, pursuant to a Change of Control
Offer, at a purchase price in cash equal to 101% of the principal amount of
such
Notes (or portions thereto) plus accrued and unpaid interest and Liquidated
Damages, if any, to the Change of Control Payment Date.


     Within 30 calendar days following any Change of Control, the Issuer
shall send, or cause to be sent, by first-class mail, postage prepaid, a notice
regarding the Change of Control Offer to each Holder with a copy to the
Trustee.
The Holder of this Note may elect to have this Note or a portion hereof in an
authorized denomination purchased by completing the form entitled “Option of
Holder to Elect Purchase” appearing below and tendering this Note pursuant to
the Change of Control Offer. Unless the Issuer defaults in the payment of the
Change of Control Purchase Price with respect thereto, all Notes or portions
thereof accepted for payment pursuant to the Change of Control Offer will cease
to accrue interest from and after the Change of Control Payment Date.


     Prior to complying with the provisions of the Indenture governing
Change of Control Offers, but in any event within 30 calendar days following a
Change of Control, the Issuer shall, to the extent required, either repay all
outstanding Senior Indebtedness or obtain the requisite consents, if any, under
all agreements governing outstanding Senior Indebtedness to permit the
repurchase of Notes required by the provisions of the Indenture governing
Change
of Control Offers.


     11.     Repurchase at the Option of Holders upon Asset Sale.



		
	 	     If at any time the Issuer or any Restricted Subsidiary engages
in any Asset Sale, as a result of which the aggregate amount of Excess
Proceeds exceeds $5.0 million, the Issuer shall, within 30 calendar
days of the date the amount of Excess Proceeds exceeds $5.0 million,
use the then-existing Excess Proceeds to make an offer to purchase from
all Holders of Notes, on a pro rata basis, Notes in an aggregate
principal amount equal in amount to the then-existing Excess Proceeds,
at a purchase price in cash in an amount equal to 100% of the principal
amount thereof plus accrued and unpaid interest thereon and Liquidated
Damages, if any, to the Asset Sale Purchase Date (subject to the right
of each Holder of record on the relevant Record Date to receive
interest due on the relevant Interest Payment Date). If the aggregate
principal amount of Notes tendered pursuant hereto and instruments
tendered pursuant to any other offer to purchase the Issuer is



A - 9



 






 






		
	 	required to extend in connection with a sale of assets under any pari
passu Indebtedness is greater than the Excess Proceeds, the Trustee
shall select the Notes and such other instruments of pari passu
Indebtedness to be purchased on a pro rata basis, based on the
aggregate principal amount of Notes and such other instruments of pari
passu Indebtedness tendered. If the aggregate principal amount of Notes
tendered pursuant hereto and other instruments of pari passu
Indebtedness tendered pursuant to any other offers to purchase that the
Issuer is required to extend in connection with a sale of assets is
less than the Excess Proceeds, the Issuer may use any remaining Excess
Proceeds following the completion of the Asset Sale Offer for general
corporate purposes (subject to the other provisions of the Indenture).



     Within 30 calendar days of the date the amount of Excess Proceeds
exceeds $5.0 million, the Issuer shall send, or cause to be sent, by
first-class
mail, postage prepaid, a notice regarding the Asset Sale Offer to each Holder.
The Holder of this Note may elect to have this Note or a portion hereof in an
authorized denomination purchased by completing the form entitled “Option of
Holder to Elect Purchase” appearing below and tendering this Note pursuant to
the Asset Sale Offer. Unless the Issuer defaults in the payment of the Asset
Sale Purchase Price with respect thereto, all Notes or portions thereof
selected
for payment pursuant to the Asset Sale Offer will cease to accrue interest from
and after the Asset Sale Purchase Date.


     12.     The Global Note.


     So long as this Global Note is registered in the name of the Depositary
or its nominee, members of, or participants in, the Depositary (“Agent
Members”)
shall have no rights under the Indenture with respect to this Global Note held
on their behalf by the Depositary or the Trustee as its custodian, and the
Depositary may be treated by the Issuer, the Guarantors (if any), the Trustee
and any agent of the Issuer, the Guarantors (if any) or the Trustee as the
absolute owner of this Global Note for all purposes. Notwithstanding the
foregoing, nothing herein shall (i) prevent the Issuer, the Guarantors (if
any),
the Trustee or any agent of the Issuer, the Guarantors (if any) or the Trustee,
from giving effect to any written certification, proxy or other authorization
furnished by the Depositary or (ii) impair, as between the Depositary and its
Agent Members, the operation of customary practices governing the exercise of
the rights of a Holder.


     The Holder of this Global Note may grant proxies and otherwise
authorize any Person, including Agent Members and Persons that may hold
interests in this Global Note through Agent Members, to take any action which a
Holder is entitled to take under the Indenture or the Notes.


     Whenever, as a result of optional redemption by the Issuer, a Change of
Control Offer, an Asset Sale Offer, a Registered Exchange Offer or an exchange
for Certificated Notes, this Global Note is redeemed, repurchased or exchanged
in part, this Global Note shall be surrendered by the Holder thereof to the
Trustee who shall cause an adjustment to be made to Schedule A hereof so that
the principal amount of this Global Note will be equal to the portion not
redeemed, repurchased or exchanged and shall thereafter return this Global Note
to such Holder; provided, that this Global Note shall be in a principal amount
of $1,000 or an integral multiple of $1,000.


     13.     The Registered Exchange Offer.


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     Any Initial Notes represented by this Global Note that are presented to
the Registrar for exchange pursuant to the Registered Exchange Offer (as
defined
in the Registration Rights Agreement) shall be exchanged for a Global Note
representing Exchange Notes of equal principal amount upon surrender of this
Global Note to the Registrar in accordance with the terms of the Registered
Exchange Offer and the Indenture.


     14.     Transfer and Exchange.


     The transfer of this Note is subject to certain restrictions, including
those to which reference is made in the Private Placement Legend. A Holder may
transfer or exchange Notes as provided in the Indenture and subject to certain
limitations therein set forth. The Registrar may require a Holder, among other
things, to furnish appropriate endorsements or transfer documents and to pay
any
taxes, fees and expenses required by law or permitted by the Indenture.


     15.     Denominations.


     The Notes are issuable only in registered form without coupons in
denominations of $1,000 and integral multiples thereof of principal amount.


     16.     Discharge and Defeasance.


     Subject to certain conditions, the Issuer at any time may terminate
some or all of the obligations of the Issuer and the Guarantors (if any) under
the Notes, the Guarantees (if any) and the Indenture if the Issuer irrevocably
deposits in trust with the Trustee cash or U.S. Government Obligations for the
payment of principal, premium, if any, interest and Liquidated Damages, if any,
on the Notes to redemption or maturity, as the case may be.


     17.     Amendment, Waiver.


     Subject to certain exceptions set forth in the Indenture, (i) the
Indenture or the Notes may be amended with the written consent of the Holders
of
at least a majority in principal amount of the outstanding Notes (which consent
may, but need not, be given in connection with any tender offer or exchange
offer for the Notes) and (ii) any past Default and its consequences or any
compliance with any provisions of the Indenture may be waived with the written
consent of the Holders of at least a majority in principal amount of the
outstanding Notes. Subject to certain exceptions set forth in the Indenture,
without the consent of any Holder, the Issuer and the Trustee may amend the
Indenture or the Notes (i) to evidence the succession of another Person to the
Issuer and the assumption by such successor of the covenants of the Issuer
under
the Indenture and contained in the Notes; (ii) to add to the covenants of the
Issuer, for the benefit of the Holders of all of the Notes, or to surrender any
right or power conferred on the Issuer under the Indenture; (iii) to provide
for
uncertificated Notes in addition to or in place of Certificated Notes; (iv) to
secure the Notes; (v) to cure any ambiguity, omission, defect or inconsistency
in the Indenture; (vi) to comply with the requirements of the SEC in order to
effect or maintain the qualification of the Indenture under the TIA; or (vii)
to
evidence the agreement or acknowledgment of a Restricted Subsidiary that it is
a
Guarantor for all purposes under the


A - 11



 






 





Indenture (including, without limitation, any supplemental indenture executed
pursuant to Section 4.21 thereof).


     18.     Defaults and Remedies.


     Under the Indenture, Events of Default include: (i) a default for 30
days in the payment when due of interest on, or Liquidated Damages, if any,
with
respect to, the Notes (whether or not prohibited by the subordination
provisions
of the Indenture); (ii) a default in the payment when due of the principal of
or
premium, if any, on the Notes (whether or not prohibited by the subordination
provisions of the Indenture); (iii) failure by the Issuer to observe or perform
certain covenants, conditions, agreements or other provisions of the Indenture
or this Note (and, in the case of certain covenants, agreements or other
provisions, such failure has continued after written notice by the Trustee or
the Holders of at least 25% in principal amount of the Notes for a time period
of forty-five (45) days); (iv) a default in the payment of Indebtedness of the
Issuer or any of its Subsidiaries within any applicable grace period after
final
maturity or acceleration of such Indebtedness in an amount in excess of $5.0
million in the aggregate; (v) certain events of bankruptcy or insolvency with
respect to the Issuer or any of its Subsidiaries; (vi) certain undischarged
judgments in excess of $5.0 million against the Issuer or any of its
Subsidiaries; or (vii) the Guarantee, if any, of any Guarantor ceasing for any
reason to be in full force and effect (other than in accordance with the terms
of the Indenture) or any Guarantor, if any, denying or disaffirming its
obligations under its Guarantee.


     If an Event of Default occurs and is continuing, the Trustee or the
Holders of at least 25% in principal amount of the Notes, subject to certain
limitations, may declare all the Notes to be immediately due and payable.
Certain events of bankruptcy or insolvency shall result in the Notes being
immediately due and payable upon the occurrence of such Events of Default
without any further act of the Trustee or any Holder.


     Holders of Notes may not enforce the Indenture or the Notes except as
provided in the Indenture. The Trustee may refuse to enforce the Indenture or
the Notes unless it receives reasonable indemnity or security. Subject to
certain limitations, Holders of a majority in principal amount of the Notes may
direct the Trustee in its exercise of any trust or power under the Indenture.
The Holders of a majority in principal amount of the then outstanding Notes, by
written notice to the Trustee and the Issuer, may rescind any declaration of
acceleration and its consequences if the rescission would not conflict with any
judgment or decree, and if all existing Events of Default have been cured or
waived, except nonpayment of principal, interest, premium, if any, or
Liquidated
Damages, if any, that has become due solely because of acceleration. No such
rescission shall affect any subsequent Default or impair any right consequent
thereto.


     19.     Individual Rights of Trustee.


     Subject to certain limitations imposed by the TIA, the Trustee or any
Paying Agent or Registrar, in its individual or any other capacity, may become
the owner or pledgee of Notes and may otherwise deal with the Issuer, the
Guarantors (if any) or their Affiliates with the same


A - 12



 






 





rights it would have if it were not Trustee, Paying Agent or Registrar, as the
case may be, under the Indenture.


     20.     No Recourse Against Certain Others.


     No director, officer, employee, incorporator or stockholder of the
Issuer or any Guarantor (if any), as such, shall have any liability for any
obligations of the Issuer or such Guarantor (if any) under the Notes, the
Guarantees (if any) or the Indenture or for any claim based on, in respect of,
or by reason of, such obligations or their creation, solely by reason of its
status as a director, officer, employee, incorporator or stockholder of the
Issuer or such Guarantor. By accepting a Note, each Holder waives and releases
all such liability (but only such liability) as part of the consideration for
issuance of such Note to such Holder.


     21.     Authentication.


     This Note shall not be valid until the Trustee or an authenticating
agent manually signs the certificate of authentication on the other side of
this
Note.


     22.     Abbreviations.


     Customary abbreviations may be used in the name of a Holder or an
assignee, such as TEN COM (= tenants in common), TEN ENT (= tenants by the
entireties), JT TEN (= joint tenants with rights of survivorship and not as
tenants in common), CUST (= custodian), and U/G/M/A (= Uniform Gift to Minors
Act).


     23.     CUSIP Numbers.


     Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Issuer has caused CUSIP numbers to be
printed on the Notes and has directed the Trustee to use CUSIP numbers in
notices of redemption as a convenience to Holders of Notes. No representation
is
made as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.


     24.     Governing Law.


     THE INDENTURE AND THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS
MADE
AND TO BE PERFORMED IN SAID STATE.


     The Issuer will furnish to any Holder upon written request and without
charge to the Holder a copy of the Indenture. Requests may be made to:


A - 13



 






 






	 	 
	 	Susquehanna Media Co.
	 	140 East Market Street
	 	York, PA 17401
	 	Attention: Mr. Craig W. Bremer



A - 14



 






 





SCHEDULE A



SCHEDULE OF PRINCIPAL AMOUNT



The initial principal amount at maturity of this Note shall be
$        . The following decreases/increases in the principal
amount
in denominations of $1,000 or integral multiples thereof at maturity of this
Note have been made:



	 
	 	 	 	 	 	 	 	 	Total Principal
	 	 	 	 	 	 	 	 	Amount at	 	 	Notation
	 	 	Decrease in	 	 	Increase in	 	 	Maturity	 	 	Made by
	Date of	 	Principal	 	 	Principal	 	 	Following such	 	 	or on
	Decrease/	 	Amount at	 	 	Amount at	 	 	Decrease/	 	 	Behalf of
	Increase	 	Maturity	 	 	Maturity	 	 	Increase	 	 	Trustee
	
	 	
	 	 	
	 	 	
	 	 	

	
	 	
	 	 	
	 	 	
	 	 	

	
	 	
	 	 	
	 	 	
	 	 	

	
	 	
	 	 	
	 	 	
	 	 	

	
	 	
	 	 	
	 	 	
	 	 	

	
	 	
	 	 	
	 	 	
	 	 	

	
	 	
	 	 	
	 	 	
	 	 	

	
	 	
	 	 	
	 	 	
	 	 	

	
	 	
	 	 	
	 	 	
	 	 	

	
	 	
	 	 	
	 	 	
	 	 	

	
	 	
	 	 	
	 	 	
	 	 	

	
	 	
	 	 	
	 	 	
	 	 	

	
	 	
	 	 	
	 	 	
	 	 	

	
	 	
	 	 	
	 	 	
	 	 	

	
	 	
	 	 	
	 	 	
	 	 	

	
	 	
	 	 	
	 	 	
	 	 	

	
	 	
	 	 	
	 	 	
	 	 	





A - 15



 






 





ASSIGNMENT



(To be executed by the registered Holder

if such Holder desires to transfer this Note)



FOR VALUE RECEIVED              hereby sells, assigns and transfers
unto


PLEASE INSERT SOCIAL SECURITY OR OTHER

TAX IDENTIFYING NUMBER OF TRANSFEREE



(Please print name and address of transferee)


this Note, together with all right, title and interest herein, and does hereby
irrevocably constitute and
appoint Attorney to transfer this Note on the Note Register, with full power of substitution.


Dated:     



	 	 	 
	
	 	


	Signature of Holder	 	
Signature Guaranteed



NOTICE: The signature to the foregoing Assignment must correspond to the Name
as
written upon the face of this Note in every particular, without alteration or
any change whatsoever.


SIGNATURE GUARANTEED: Signature must be guaranteed by an Eligible Guarantor
Institution (banks, stockbrokers, savings and loan associations and credit
unions) with membership in an approved signature guarantee medallion program
pursuant to Securities and Exchange Commission Rule 17Ad-15.


A - 16



 






 





OPTION OF HOLDER TO ELECT PURCHASE

(check as appropriate)




	 	 	 
	(TM)	 	
In connection with the Change of Control Offer made pursuant to
Section
4.14 of the Indenture, the undersigned hereby elects to have
	 	 	 
	 	 	
(TM) the entire principal amount
	 	 	 
	 	 	
(TM) $     ($1,000 in principal amount or an
integral multiple thereof) of this Note repurchased by the Issuer. The
undersigned hereby directs the Trustee or Paying Agent to pay it or
an amount in cash equal to 101% of the
principal amount indicated in the preceding sentence plus accrued and
unpaid interest and Liquidated Damages thereon, if any, to the Change
of Control Payment Date.
	 	 	 
	(TM)	 	
In connection with the Asset Sale Offer made pursuant to Section 4.11
of the Indenture, the undersigned hereby elects to have


(TM) the entire principal amount


(TM) $     ($1,000 in principal amount or an integral
multiple thereof) of this Note repurchased by the Issuer. The
undersigned hereby directs the Trustee or Paying Agent to pay it or
an amount in cash equal to 100% of the
principal amount indicated in the preceding sentence plus accrued and
	 	 	
unpaid interest and Liquidated Damages thereon, if any, to the Asset
Sale Purchase Date.



Dated:




	 	 	 
	
	 	


	Signature of Holder	 	
Signature Guaranteed



NOTICE: The signature to the foregoing must correspond to the Name as written
upon the face of this Note in every particular, without alteration or any
change
whatsoever.


SIGNATURE GUARANTEED: Signature must be guaranteed by an Eligible Guarantor
Institution (banks, stockbrokers, savings and loan associations and credit
unions) with membership in an approved signature guarantee medallion program
pursuant to Securities and Exchange Commission Rule 17Ad-15.


A - 17



 






 





EXHIBIT B


FORM OF INITIAL CERTIFICATED NOTE



FACE OF INITIAL CERTIFICATED NOTE



SUSQUEHANNA MEDIA CO.




	 	 	 
	No.      	 	
CUSIP No.      



THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED (THE “ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE
UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS
SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A)
IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE ACT)
OR (B) IT IS AN “ACCREDITED INVESTOR” (AS DEFINED IN RULE 501 (a)(1), (2), (3)
OR (7) UNDER THE ACT) (AN “ACCREDITED INVESTOR”) OR (C) IT IS NOT A U.S. PERSON
AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION, (2) AGREES THAT IT WILL
NOT WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS NOTE RESELL OR
OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE ISSUER OR ANY SUBSIDIARY
THEREOF,
(B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE
WITH RULE 144A UNDER THE ACT, (C) INSIDE THE UNITED STATES TO AN ACCREDITED
INVESTOR THAT IS ACQUIRING THIS NOTE FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF
SUCH AN ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF
$250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE
IN
CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, THAT,
PRIOR
TO SUCH TRANSFER, FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A U.S.
BROKER-DEALER) TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN
REPRESENTATIONS
AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS NOTE (THE FORM
OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE), (D) OUTSIDE THE UNITED
STATES
IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE ACT, (E)
PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE ACT
(IF AVAILABLE) OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS
TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION
WITH ANY TRANSFER OF THIS NOTE WITHIN TWO YEARS AFTER ORIGINAL ISSUANCE OF THIS
NOTE, IF THE PROPOSED TRANSFEREE IS AN ACCREDITED INVESTOR, THE HOLDER MUST,
PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND THE ISSUER SUCH
CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY
REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN
EXEMPTION FROM OR


B - 1



 






 





IN A TRANSACTION NOT SUBJECT TO THE REGISTRATION REQUIREMENTS OF THE ACT. AS
USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S.
PERSON”
HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE ACT.


TRANSFER OF THIS NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN SECTION 2.07 OF THE INDENTURE, DATED AS OF APRIL 23,
2003, BETWEEN SUSQUEHANNA MEDIA CO., AS ISSUER, AND J.P. MORGAN TRUST COMPANY,
NATIONAL ASSOCIATION, AS TRUSTEE, PURSUANT TO WHICH THIS NOTE WAS ISSUED.


7 3/8% SENIOR SUBORDINATED NOTE DUE 2013



     Susquehanna Media Co., a Delaware corporation, for value received,
hereby promises to pay to      , or its registered assigns, the
principal amount of      , on April 15,
2013.


     Interest Payment Dates: April 15 and October 15, commencing on October
15, 2003.


     Record Dates: April 1 and October 1.


     Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.


     Unless the certificate of authentication hereon has been duly executed
by the Trustee referred to on the reverse hereof by manual signature, this Note
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purposes.


B - 2



 






 





     IN WITNESS WHEREOF, Susquehanna Media Co. has caused this Note to be
duly executed.



	 	 	 	 	 	 	 
	 	 	 	 	SUSQUEHANNA MEDIA CO.
	 	 	 	 	 
	 	 	 	 	By: 
	

	 	 	 	 	 	Name :
	 
	 	 	 	 	 	Title:
	 
	Attest:	 
	 	 	 	 
	Dated:	 
	 	 	 	 



TRUSTEE’S CERTIFICATE OF AUTHENTICATION



J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION,

       as Trustee, certifies that this is one of

       the Notes referred to in the Indenture.



  

	By:	

	 	Authorized Signatory




B - 3



 






 





REVERSE SIDE OF INITIAL CERTIFICATED NOTE



SUSQUEHANNA MEDIA CO.



7 3/8% SENIOR SUBORDINATED NOTE DUE 2013



     1.     Indenture.


     This Note is one of a duly authorized issue of debt securities of the
Issuer (as defined below) designated as its “7 3/8% Senior Subordinated Notes
due 2013” (herein called the “Notes”), issued under an indenture dated as of
April 23, 2003 (as amended or supplemented from time to time, the “Indenture”)
between the Issuer, as issuer, and J.P. Morgan Trust Company, National
Association, as trustee (the “Trustee,” which term includes any successor
trustee under the Indenture). The terms of the Notes include those stated in
the
Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939, as amended (15 U.S. Code Sections 77aaa-77bbbb). The
Notes are subject to all such terms, and Holders of Notes are referred to the
Indenture and such Act for a statement of the respective rights, limitations of
rights, duties and immunities thereunder of the Issuer, the Guarantors (if
any),
the Trustee and each Holder and of the terms upon which the Notes are, and are
to be, authenticated and delivered. The summary of the terms of this Note
contained herein does not purport to be complete and is qualified by reference
to the Indenture. To the extent permitted by applicable law, in the event of
any
inconsistency between the terms of this Note and the terms of the Indenture,
the
terms of the Indenture shall control. All capitalized terms used in this Note
which are not defined herein shall have the meanings assigned to them in the
Indenture.


     The Indenture restricts, among other things, the Issuer’s ability to
incur additional indebtedness, pay dividends or make certain other restricted
payments, incur liens to secure pari passu or subordinated indebtedness, sell
stock of Restricted Subsidiaries, apply net proceeds from certain asset sales,
merge or consolidate with any other person, sell, assign, transfer, lease,
convey or otherwise dispose of substantially all of the assets of the Issuer,
enter into certain transactions with affiliates or incur indebtedness that is
subordinate in right of payment to any Senior Indebtedness and senior in right
of payment to the Notes. The Indenture permits, under certain circumstances,
Restricted Subsidiaries of the Issuer to be deemed Unrestricted Subsidiaries
and
thus not subject to the restrictions of the Indenture.


     2.     Principal and Interest.


     Susquehanna Media Co., a Delaware corporation (such corporation, and
its successors and assigns under the Indenture hereinafter referred to, being
herein called the “Issuer”), promises to pay the principal amount set forth on
the face of this Note to the Holder hereof on April 15, 2013.


     The Issuer shall pay interest at a rate of 7 3/8% per annum, from April
23, 2003 or from the most recent Interest Payment Date thereafter to which
interest has been paid or duly provided for, semiannually in arrears on April
15
and October 15 of each year, commencing on October 15, 2003, in cash, to the
Holder hereof until the principal amount hereof is paid or made


B - 4



 






 





available for payment. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, subject to certain exceptions
provided in the Indenture, be paid to the Person in whose name this Note (or
the
Note in exchange or substitution for which this Note was issued) is registered
at the close of business on the Record Date for interest payable on such
Interest Payment Date. The Record Date for any interest payment is the close of
business on April 1 or October 1 as the case may be, whether or not a Business
Day, immediately preceding the Interest Payment Date on which such interest is
payable. Any such interest not so punctually paid or duly provided for
(“Defaulted Interest”) shall forthwith cease to be payable to the Holder on
such
Record Date and shall be paid as provided in Section 2.12 of the Indenture.
Interest will be computed on the basis of a 360-day year of twelve 30-day
months.


     Each payment of interest in respect of an Interest Payment Date will
include interest accrued through the day before such Interest Payment Date. If
an Interest Payment Date falls on a day that is not a Business Day, the
interest
payment to be made on such Interest Payment Date will be made on the next
succeeding Business Day with the same force and effect as if made on such
Interest Payment Date, and no additional interest will accrue as a result of
such delayed payment.


     If this Note is exchanged in a Registered Exchange Offer prior to the
Record Date for the first Interest Payment Date following such exchange,
accrued
and unpaid interest, if any, on this Note, up to but not including the date of
issuance of the Exchange Note or Exchange Notes issued in exchange for this
Note, shall be paid on the first Interest Payment Date for such Exchange Note
or
Exchange Notes to the Holder or Holders of such Exchange Note or Exchange Notes
on the first Record Date with respect to such Exchange Note or Exchange Notes.
If this Note is exchanged in a Registered Exchange Offer subsequent to the
Record Date for the first Interest Payment Date following such exchange but on
or prior to such Interest Payment Date, then any such accrued and unpaid
interest with respect to this Note and any accrued and unpaid interest on the
Exchange Note or Exchange Notes issued in exchange for this Note, through the
day before such Interest Payment Date, shall be paid on such Interest Payment
Date to the Holder of this Note on such Record Date.


     To the extent lawful, the Issuer shall pay interest on overdue
principal, overdue premium, if any, Defaulted Interest and overdue Liquidated
Damages, if any, (without regard to any applicable grace period) at the
interest
rate borne on this Note. The Issuer’s obligation pursuant to the previous
sentence shall apply whether such overdue amount is due at its maturity, as a
result of the Issuer’s obligations pursuant to Section 3.05, Section 4. 11 or
Section 4.14 of the Indenture, or otherwise.


     3.     Registration Rights; Liquidated Damages.


     The Holder of this Note is entitled to the benefits of the Registration
Rights Agreement, dated April 23, 2003, among the Issuer, and the Initial
Purchasers (the “Registration Rights Agreement”), which agreement is attached
to
the Indenture as Exhibit J thereto. Such benefits include the right of the
Holder to receive Liquidated Damages in the event of a failure on the part of
the Issuer to comply with certain registration covenants, as provided in
Section
4 of the Registration Rights Agreement.


B - 5



 






 





     4.     Method of Payment.


     The Issuer, through the Paying Agent, shall pay interest on this Note
to the registered Holder of this Note, as provided above. The Holder must
surrender this Note to a Paying Agent to collect principal payments. The Issuer
will pay principal, premium, if any, and interest and Liquidated Damages, if
any, in money of the United States of America that at the time of payment is
legal tender for payment of all debts public and private. Principal, premium,
if
any, and interest and Liquidated Damages, if any, shall be paid by check mailed
to the registered Holders at their registered addresses; provided, that all
payments with respect to Notes the Holders of which have given wire transfer
instructions to the Issuer will be required to be made by wire transfer of
immediately available funds to the accounts specified by the Holders thereof.


     5.     Paying Agent and Registrar.


     Initially, the Trustee will act as Paying Agent and Registrar under the
Indenture. The Issuer may, upon written notice to the Trustee, appoint and
change any Paying Agent or Registrar. The Issuer or any of its Affiliates may
act as Paying Agent or Registrar; provided, that if the Issuer or such
Affiliate
is acting as Paying Agent, the Issuer or such Affiliate shall segregate all
funds held by it as Paying Agent and hold them in trust for the benefit of the
Holders or the Trustee.


     6.          Guarantees.


     This Note in the future may be entitled to Guarantees made by
Guarantors for the benefit of the Holders of Notes. Each Guarantor (if any)
will, irrevocably and unconditionally, jointly and severally, guarantee on a
senior subordinated basis the punctual payment when due, whether at Stated
Maturity, by acceleration, in connection with a Change of Control Offer, an
Asset Sale Offer or redemption, or otherwise, of all obligations of the Issuer
under the Indenture and this Note, whether for payment of principal of,
premium,
if any, interest or Liquidated Damages, if any, on the Notes, expenses,
indemnification or otherwise. A Guarantor shall be released from its Guarantee
upon the terms and subject to the conditions set forth in the Indenture.


     7.     Subordination.


     This Note and the Guarantees (if any) are subordinated in right of
payment, as set forth in the Indenture, to the prior payment in full of all
existing and future Senior Indebtedness. The Issuer agrees, and each Holder by
accepting a Note agrees, to the subordination provisions set forth in the
Indenture, authorizes the Trustee to give them effect and appoints the Trustee
as attorney-in-fact for such purpose.


B - 6



 






 





     8.     Redemption.


     Except as set forth in the following paragraph, the Notes are not
redeemable at the option of the Issuer prior to April 15, 2008. Thereafter, the
Notes will be subject to redemption at the option of the Issuer, in whole or in
part, on at least 20 calendar days, but not more than 60 calendar days, prior
notice, at the redemption prices (expressed as percentages of principal amount)
set forth below, plus accrued and unpaid interest thereon, if any, and
Liquidated Damages, if any, to the applicable Redemption Date (subject to the
right of each Holder of record on the relevant Record Date to receive interest
due on the relevant Interest Payment Date), if redeemed during the twelve-month
period beginning April 15 of the years indicated below:



	 	 	 	 	 
	Year	 	Percentage
	
	 	

	2008
	 	 	103.688	%
	2009
	 	 	102.458	%
	2010
	 	 	101.229	%
	2011 and thereafter
	 	 	100.000	%



     In addition, at any time and from time to time prior to April 15, 2006,
the Issuer, at its option, may redeem in the aggregate up to 35.0% of the
original principal amount of the Notes with the Net Cash Proceeds of one or
more
Public Equity Offerings following which there is a Public Market, at a
redemption price (expressed as a percentage of principal amount) of 107.375% of
the aggregate principal amount so redeemed, plus accrued and unpaid interest
and
Liquidated Damages, if any, thereon to the applicable Redemption Date (subject
to the right of Holders of record on the relevant Record Date to receive
interest due on the relevant Interest Payment Date); provided, however, that at
least 65.0% of the original principal amount of the Notes must remain
outstanding after each such redemption; and provided, further, that each such
redemption shall occur within 60 days of the date of closing of the related
Public Equity Offering.


     9.     Notice of Redemption.


     At least 30 calendar days but not more than 60 calendar days before a
Redemption Date, the Issuer shall deliver to the Trustee a notice of
redemption.
At least 20 calendar days but not more than 60 calendar days before a
Redemption
Date, the Issuer shall send, by first-class mail, postage prepaid, to Holders
of
Notes to be redeemed at the addresses of such Holders as they appear in the
Note
Register, a notice of redemption.


     If fewer than all the Notes are to be redeemed at any time, the Trustee
shall select the Notes to be redeemed pro rata or by lot or by a method that
complies with applicable legal and securities exchange requirements, if any,
and
that the Trustee considers fair and appropriate and in accordance with methods
generally used at the time of selection by fiduciaries in similar
circumstances.
The Trustee shall make the selection from outstanding Notes not previously
called for redemption; provided, that the Trustee may select for redemption
portions (equal to $1,000 or any integral multiple thereof) of the principal of
Notes that have denominations larger than $1,000 (Notes in denominations of
$1,000 may be redeemed only in whole). If any Note is redeemed subsequent to a
Record Date with respect to any Interest Payment Date specified


B - 7



 






 





above and on or prior to such Interest Payment Date, then any accrued interest
will be paid on such Interest Payment Date to the Holder of the Note on such
Record Date. If money in an amount sufficient to pay the Redemption Price of
all
Notes (or portions thereof) to be redeemed on the Redemption Date is deposited
with the Paying Agent on or before the applicable Redemption Date and certain
other conditions are satisfied, interest on the Notes or portions thereof to be
redeemed on the applicable Redemption Date will cease to accrue.


     10.     Repurchase at the Option of Holders upon Change of Control.


     Upon the occurrence of a Change of Control, each Holder shall have the
right in accordance with the terms hereof and the Indenture to require the
Issuer to purchase such Holder’s Notes, in whole or in part, in a principal
amount that is an integral multiple of $ 1,000, pursuant to a Change of Control
Offer, at a purchase price in cash equal to 101% of the principal amount of
such
Notes (or portions thereof) plus accrued and unpaid interest and Liquidated
Damages, if any, to the Change of Control Payment Date.


     Within 30 calendar days following any Change of Control, the Issuer
shall send, or cause to be sent, by first-class mail, postage prepaid, a notice
regarding the Change of Control Offer to each Holder with a copy to the
Trustee.
The Holder of this Note may elect to have this Note or a portion hereof in an
authorized denomination purchased by completing the form entitled “Option of
Holder to Elect Purchase” appearing below and tendering this Note pursuant to
the Change of Control Offer. Unless the Issuer defaults in the payment of the
Change of Control Purchase Price with respect thereto, all Notes or portions
thereof accepted for payment pursuant to the Change of Control Offer will cease
to accrue interest from and after the Change of Control Payment Date.


     Prior to complying with the provisions of the Indenture governing
Change of Control Offers, but in any event within 30 calendar days following a
Change of Control, the Issuer shall, to the extent required, either repay all
outstanding Senior Indebtedness or obtain the requisite consents, if any, under
all agreements governing outstanding Senior Indebtedness to permit the
repurchase of Notes required by the provisions of the Indenture governing
Change
of Control Offers.


     11.     Repurchase at the Option of Holders upon Asset Sale.


     If at any time the Issuer or any Restricted Subsidiary engages in any
Asset Sale, as a result of which the aggregate amount of Excess Proceeds
exceeds
$5.0 million, the Issuer shall, within 30 calendar days of the date the amount
of Excess Proceeds exceeds $5.0 million, use the then-existing Excess Proceeds
to make an offer to purchase from all Holders of Notes, on a pro rata basis,
Notes in an aggregate principal amount equal in amount to the then-existing
Excess Proceeds, at a purchase price in cash in an amount equal to 100% of the
principal amount thereof plus accrued and unpaid interest thereon and
Liquidated
Damages, if any, to the Asset Sale Purchase Date (subject to the right of each
Holder of record on the relevant Record Date to receive interest due on the
relevant Interest Payment Date). If the aggregate principal amount of Notes
tendered pursuant hereto and instruments tendered pursuant to any other offer
to
purchase the Issuer is required to extend in connection with a sale of assets
under any pari passu Indebtedness is greater than the Excess Proceeds, the
Trustee shall select the Notes and such other instruments of pari passu


B - 8



 






 





Indebtedness to be purchased on a pro rata basis, based on the aggregate
principal amount of Notes and such other instruments of pari passu Indebtedness
tendered. If the aggregate principal amount of Notes tendered pursuant hereto
and other instruments of pari passu Indebtedness tendered pursuant to any other
offers to purchase that the Issuer is required to extend in connection with a
sale of assets is less than the Excess Proceeds, the Issuer may use any
remaining Excess Proceeds following the completion of the Asset Sale Offer for
general corporate purposes (subject to the other provisions of the Indenture).


     Within 30 calendar days of the date the amount of Excess Proceeds
exceeds $5.0 million, the Issuer shall send, or cause to be sent, by
first-class
mail, postage prepaid, a notice regarding the Asset Sale Offer to each Holder.
The Holder of this Note may elect to have this Note or a portion hereof in an
authorized denomination purchased by completing the form entitled “Option of
Holder to Elect Purchase” appearing below and tendering this Note pursuant to
the Asset Sale Offer. Unless the Issuer defaults in the payment of the Asset
Sale Purchase Price with respect thereto, all Notes or portions thereof
selected
for payment pursuant to the Asset Sale Offer will cease to accrue interest from
and after the Asset Sale Purchase Date.


     12.     The Registered Exchange Offer.


     Any Initial Notes (including this Note) that are presented to the
Registrar for exchange pursuant to the Registered Exchange Offer (as defined in
the Registration Rights Agreement) shall be exchanged for Exchange Notes of
equal principal amount upon surrender of such Notes to the Registrar in
accordance with the terms of the Registered Exchange Offer and the Indenture.


     13.     Transfer and Exchange.


     The transfer of this Note is subject to certain restrictions, including
those to which reference is made in the Private Placement Legend. A Holder may
transfer or exchange Notes as provided in the Indenture and subject to certain
limitations therein set forth. The Registrar may require a Holder, among other
things, to furnish appropriate endorsements or transfer documents and to pay
any
taxes, fees and expenses required by law or permitted by the Indenture. The
Registrar need not register the transfer or exchange of Certificated Notes or
portions thereof selected for redemption (except, in the case of a Certificated
Note to be redeemed in part, the portion of such Certificated Note not to be
redeemed) or any Certificated Notes for a period of 15 calendar days before a
selection of Notes to be redeemed.


     14.     Denominations.


     The Notes are issuable only in registered form without coupons in
denominations of $1,000 and integral multiples thereof of principal amount;
provided, that Initial Certificated Notes originally purchased by or
transferred
to Institutional Accredited Investors shall be subject to a minimum
denomination
of $250,000.


B - 9



 






 





     15.     Discharge and Defeasance.


     Subject to certain conditions, the Issuer at any time may terminate
some or all of the obligations of the Issuer and the Guarantors (if any) under
the Notes, the Guarantees (if any) and the Indenture if the Issuer irrevocably
deposits in trust with the Trustee cash or U.S. Government Obligations for the
payment of principal, premium, if any, interest and Liquidated Damages, if any,
on the Notes to redemption or maturity, as the case may be.


     16.     Amendment, Waiver.


     Subject to certain exceptions set forth in the Indenture, (i) the
Indenture or the Notes may be amended with the written consent of the Holders
of
at least a majority in principal amount of the outstanding Notes (which consent
may, but need not, be given in connection with any tender offer or exchange
offer for the Notes) and (ii) any past Default and its consequences or any
compliance with any provisions of the Indenture may be waived with the written
consent of the Holders of at least a majority in principal amount of the
outstanding Notes. Subject to certain exceptions set forth in the Indenture,
without the consent of any Holder, the Issuer and the Trustee may amend the
Indenture or the Notes (i) to evidence the succession of another Person to the
Issuer and the assumption by such successor of the covenants of the Issuer
under
the Indenture and contained in the Notes; (ii) to add to the covenants of the
Issuer, for the benefit of the Holders of all of the Notes, or to surrender any
right or power conferred on the Issuer under the Indenture; (iii) to provide
for
uncertificated Notes in addition to or in place of Certificated Notes; (iv) to
secure the Notes; (v) to cure any ambiguity, omission, defect or inconsistency
in the Indenture; (vi) to comply with the requirements of the SEC in order to
effect or maintain the qualification of the Indenture under the TIA; or (vii)
to
evidence the agreement or acknowledgment of a Restricted Subsidiary that it is
a
Guarantor for all purposes under the Indenture (including, without limitation,
any supplemental indenture executed pursuant to Section 4.21 thereof).


     17.     Defaults and Remedies.


     Under the Indenture, Events of Default include: (i) a default for 30
days in the payment when due of interest on, or Liquidated Damages, if any,
with
respect to, the Notes (whether or not prohibited by the subordination
provisions
of the Indenture); (ii) a default in the payment when due of the principal of
or
premium, if any, on the Notes (whether or not prohibited by the subordination
provisions of the Indenture); (iii) failure by the Issuer to observe or perform
certain covenants, conditions, agreements or other provisions of the Indenture
or this Note (and, in the case of certain covenants, agreements or other
provisions, such failure has continued after written notice by the Trustee or
the Holders of at least 25% in principal amount of the Notes for a time period
of forty-five (45) days); (iv) a default in the payment of Indebtedness of the
Issuer or any of its Subsidiaries within any applicable grace period after
final
maturity or acceleration of such Indebtedness in an amount in excess of $5.0
million in the aggregate; (v) certain events of bankruptcy or insolvency with
respect to the Issuer or any of its Subsidiaries; (vi) certain undischarged
judgments in excess of $5.0 million against the Issuer or any of its
Subsidiaries; or


B - 10



 






 





(vii)  the Guarantee, if any, of any Guarantor ceasing for any reason to be in
full force and effect (other than in accordance with the terms of the
Indenture)
or any Guarantor, if any, denying or disaffirming its obligations under its
Guarantee.


     If an Event of Default occurs and is continuing, the Trustee or the
Holders of at least 25% in principal amount of the Notes, subject to certain
limitations, may declare all the Notes to be immediately due and payable.
Certain events of bankruptcy or insolvency shall result in the Notes being
immediately due and payable upon the occurrence of such Events of Default
without any further act of the Trustee or any Holder.



     Holders of Notes may not enforce the Indenture or the Notes except as
provided in the Indenture. The Trustee may refuse to enforce the Indenture or
the Notes unless it receives reasonable indemnity or security. Subject to
certain limitations, Holders of a majority in principal amount of the Notes may
direct the Trustee in its exercise of any trust or power under the Indenture.
The Holders of a majority in principal amount of the then outstanding Notes, by
written notice to the Trustee and the Issuer, may rescind any declaration of
acceleration and its consequences if the rescission would not conflict with any
judgment or decree, and if all existing Events of Default have been cured or
waived, except nonpayment of principal, interest, premium, if any, or
Liquidated
Damages, if any, that has become due solely because of acceleration. No such
rescission shall affect any subsequent Default or impair any right consequent
thereto.


     18.     Individual Rights of Trustee.


     Subject to certain limitations imposed by the TIA, the Trustee or any
Paying Agent or Registrar, in its individual or any other capacity, may become
the owner or pledgee of Notes and may otherwise deal with the Issuer, the
Guarantors (if any) or their Affiliates with the same rights it would have if
it
were not Trustee, Paying Agent or Registrar, as the case may be, under the
Indenture.


     19.     No Recourse Against Certain Others.


     No director, officer, employee, incorporator or stockholder of the
Issuer or any Guarantor (if any), as such, shall have any liability for any
obligations of the Issuer or such Guarantor (if any) under the Notes, the
Guarantees (if any) or the Indenture or for any claim based on, in respect of,
or by reason of, such obligations or their creation, solely by reason of its
status as a director, officer, employee, incorporator or stockholder of the
Issuer or such Guarantor. By accepting a Note, each Holder waives and releases
all such liability (but only such liability) as part of the consideration for
issuance of such Note to such Holder.


     20.     Authentication.


     This Note shall not be valid until the Trustee or an authenticating
agent manually signs the certificate of authentication on the other side of
this
Note.


B - 11



 






 





     21.     Abbreviations.


     Customary abbreviations may be used in the name of a Holder or an
assignee, such as TEN COM (= tenants in common), TEN ENT (= tenants by the
entireties), JT TEN (= joint tenants with rights of survivorship and not as
tenants in common), CUST (=custodian), and U/G/M/A (= Uniform Gift to Minors
Act).


     22.     CUSIP Numbers.


     Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Issuer has caused CUSIP numbers to be
printed on the Notes and has directed the Trustee to use CUSIP numbers in
notices of redemption as a convenience to Holders of Notes. No representation
is
made as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.


     23.     Governing Law.


     THE INDENTURE AND THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS
MADE
AND TO BE PERFORMED IN SAID STATE.


     The Issuer will furnish to any Holder upon written request and without
charge to the Holder a copy of the Indenture. Requests may be made to:



	 	 
	Susquehanna Media Co.
	140 East Market Street
	York, PA 17401
	Attention: Mr. Craig W. Bremer



B - 12



 






 





ASSIGNMENT



(To be executed by the registered Holder

if such Holder desires to transfer this Note)



FOR VALUE RECEIVED                           hereby sells, assigns and
transfers unto


PLEASE INSERT SOCIAL SECURITY OR OTHER

TAX IDENTIFYING NUMBER OF TRANSFEREE














 
(Please print name and address of transferee)






this Note, together with all right, title and interest herein, and does hereby
irrevocably constitute and
appoint
             
                       
Attorney to transfer this Note on the Note Register, with full power of substitution.





	 	 	 	 
	Dated:	 	

	 




	 	 	 
	
	 	


	Signature of Holder	 	
Signature Guaranteed



NOTICE: The signature to the foregoing Assignment must correspond to the Name
as
written upon the face of this Note in every particular, without alteration or
any change whatsoever.


SIGNATURE GUARANTEED: Signature must be guaranteed by an Eligible Guarantor
Institution (banks, stockbrokers, savings and loan associations and credit
unions) with membership in an approved signature guarantee medallion program
pursuant to Securities and Exchange Commission Rule 17Ad-15.


B - 13



 






 





OPTION OF HOLDER TO ELECT PURCHASE

(check as appropriate)




	 	 	 
	(TM)	 	
In connection with the Change of Control Offer made pursuant to
Section
4.14 of the Indenture, the undersigned hereby elects to have
	 	 	 
	 	 	
(TM)     the entire principal amount
	 	 	 
	 	 	
(TM)     $                      ($1,000 in principal amount or an
integral multiple thereof) of this Note repurchased by the Issuer. The
undersigned hereby directs the Trustee or Paying Agent to pay it or
                
an amount in cash equal to 101% of the
principal amount indicated in the preceding sentence plus accrued and
unpaid interest and Liquidated Damages thereon, if any, to the Change
of Control Payment Date.
	 	 	 
	(TM)	 	
In connection with the Asset Sale Offer made pursuant to Section 4.11
of the Indenture, the undersigned hereby elects to have

	 	 	 
	 	 	
(TM)     the entire principal amount

	 	 	 
	 	 	
(TM)     $                      ($1,000 in principal amount or an integral
multiple thereof) of this Note repurchased by the Issuer. The
undersigned hereby directs the Trustee or Paying Agent to pay it or
                
an amount in cash equal to 100% of the
principal amount indicated in the preceding sentence plus accrued and
unpaid interest and Liquidated Damages thereon, if any, to the Asset
Sale Purchase Date.





	 	 	 	 

	Dated:	 	
	 




	 	 	 
	
	 	


	Signature of Holder	 	
Signature Guaranteed



NOTICE: The signature to the foregoing must correspond to the Name as written
upon the face of this Note in every particular, without alteration or any
change
whatsoever.


SIGNATURE GUARANTEED: Signature must be guaranteed by an Eligible Guarantor
Institution (banks, stockbrokers, savings and loan associations and credit
unions) with membership in an approved signature guarantee medallion program
pursuant to Securities and Exchange Commission Rule 17Ad-15.


B - 14



 






 





EXHIBIT C


FORM OF EXCHANGE GLOBAL NOTE



FACE OF EXCHANGE GLOBAL NOTE



SUSQUEHANNA MEDIA CO.




	 	 	 
	No.	 	
CUSIP No.



THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO.


UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO SUSQUEHANNA MEDIA CO. OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST
HEREIN.


TRANSFER OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, AND NOT IN
PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY OR TO A SUCCESSOR THEREOF OR
SUCH SUCCESSOR’S NOMINEE.


GLOBAL NOTE

REPRESENTING 7 3/8% SENIOR SUBORDINATED NOTES DUE 2013



     Susquehanna Media Co., a Delaware corporation, for value received,
hereby promises to pay to Cede & Co., or its registered assigns, the principal
sum indicated on Schedule A hereof, on April 15, 2013.


     Interest Payment Dates: April 15 and October 15, commencing on October
15, 2003.


     Record Dates: April 1 and October 1.


     Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.


C - 1



 






 





     Unless the certificate of authentication hereon has been duly executed
by the Trustee referred to on the reverse hereof by manual signature, this Note
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purposes.


C - 2



 






 





     IN WITNESS WHEREOF, Susquehanna Media Co. has caused this Note to be
duly executed.



	 	 	 	 	 	 	 
	 	 	 	 	SUSQUEHANNA MEDIA CO.
	 	 	 	 	 	 	 
	 	 	 	 	By:
	 	 
	 	 	 	 	 	

	 	 	 	 	 	Name:
	 
	 	 	 	 	 	Title:
	 
	Attest:	
 	 	 	 	 
	 	 	 	 	 	 	 
	Dated:	
 	 	 	 	 



TRUSTEE’S CERTIFICATE OF AUTHENTICATION



J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION,

as Trustee, certifies that this is one of the

Notes referred to in the Indenture.


	 	 	 
	By:	 	 
	 	
	 
	 	Authorized Signatory	 








C - 3



 






 





REVERSE SIDE OF EXCHANGE GLOBAL NOTE



SUSQUEHANNA MEDIA CO.



GLOBAL NOTE

REPRESENTING 7 3/8% SENIOR SUBORDINATED NOTES DUE 2013



     1.     Indenture.


     This Note is one of a duly authorized issue of debt securities of the
Issuer (as defined below) designated as its “7 3/8% Senior Subordinated Notes
due 2013” (herein called the “Notes”), issued under an indenture dated as of
April 23, 2003 (as amended or supplemented from time to time, the “Indenture”)
between the Issuer, as issuer, and J.P. Morgan Trust Company, National
Association, as trustee (the “Trustee,” which term includes any successor
trustee under the Indenture). The terms of the Notes include those stated in
the
Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939, as amended (15 U.S. Code Sections 77aaa-77bbbb). The
Notes are subject to all such terms, and Holders of Notes are referred to the
Indenture and such Act for a statement of the respective rights, limitations of
rights, duties and immunities thereunder of the Issuer, the Guarantors (if
any),
the Trustee and each Holder and of the terms upon which the Notes are, and are
to be, authenticated and delivered. The summary of the terms of this Note
contained herein does not purport to be complete and is qualified by reference
to the Indenture. To the extent permitted by applicable law, in the event of
any
inconsistency between the terms of this Note and the terms of the Indenture,
the
terms of the Indenture shall control. All capitalized terms used in this Note
which are not defined herein shall have the meanings assigned to them in the
Indenture.


     The Indenture restricts, among other things, the Issuer’s ability to
incur additional indebtedness, pay dividends or make certain other restricted
payments, incur liens to secure pari passu or subordinated indebtedness, sell
stock of Restricted Subsidiaries, apply net proceeds from certain asset sales,
merge or consolidate with any other person, sell, assign, transfer, lease,
convey or otherwise dispose of substantially all of the assets of the Issuer,
enter into certain transactions with affiliates or incur indebtedness that is
subordinate in right of payment to any Senior Indebtedness and senior in right
of payment to the Notes. The Indenture permits, under certain circumstances,
Restricted Subsidiaries of the Issuer to be deemed Unrestricted Subsidiaries
and
thus not subject to the restrictions of the Indenture.


     2.     Principal and Interest.


     Susquehanna Media Co., a Delaware corporation (such corporation, and
its successors and assigns under the Indenture hereinafter referred to, being
herein called the “Issuer”), promises to pay the principal amount set forth on
Schedule A of this Note to the Holder hereof on April 15, 2013.


     The Issuer shall pay interest at a rate of 7 3/8% per annum, from April
23, 2003 or from the most recent Interest Payment Date thereafter to which
interest has been paid or duly provided for, semiannually in arrears on April
15
and October 15 of each year, commencing on October


C - 4



 






 





15, 2003, in cash, to the Holder hereof until the principal amount hereof is
paid or made available for payment. The interest so payable, and punctually
paid
or duly provided for, on any Interest Payment Date will, subject to certain
exceptions provided in the Indenture, be paid to the Person in whose name this
Note (or the Note in exchange or substitution for which this Note was issued)
is
registered at the close of business on the Record Date for interest payable on
such Interest Payment Date. The Record Date for any interest payment is the
close of business on April 1 or October 1, as the case may be, whether or not a
Business Day, immediately preceding the Interest Payment Date on which such
interest is payable. Any such interest not so punctually paid or duly provided
for (“Defaulted Interest”) shall forthwith cease to be payable to the Holder on
such Record Date and shall be paid as provided in Section 2.12 of the
Indenture.
Interest will be computed on the basis of a 360-day year of twelve 30-day
months.


     Each payment of interest in respect of an Interest Payment Date will
include interest accrued through the day before such Interest Payment Date. If
an Interest Payment Date falls on a day that is not a Business Day, the
interest
payment to be made on such Interest Payment Date will be made on the next
succeeding Business Day with the same force and effect as if made on such
Interest Payment Date, and no additional interest will accrue as a result of
such delayed payment.


     If this Note is issued pursuant to a Registered Exchange Offer on or
prior to the Record Date for the first Interest Payment Date following such
exchange, accrued and unpaid interest, if any, on the equivalent principal
amount of the Initial Note in exchange for which this Note was issued, up to
but
not including the date of issuance of this Note, shall be paid on the first
Interest Payment Date for this Note to the Holder of this Note on the first
Record Date with respect to this Note. If this Note is issued pursuant to a
Registered Exchange Offer subsequent to the Record Date for the first Interest
Payment Date following such exchange but on or prior to such Interest Payment
Date, then any such accrued and unpaid interest with respect to the equivalent
principal amount of the Initial Note in exchange for which this Note was issued
and any accrued and unpaid interest on this Note, through the day before such
Interest Payment Date, shall be paid on such Interest Payment Date to the
Holder
of such Initial Note on such Record Date.


     To the extent lawful, the Issuer shall pay interest on overdue
principal, overdue premium, if any, Defaulted Interest and overdue Liquidated
Damages, if any, (without regard to any applicable grace period) at the
interest
rate borne on this Note. The Issuer’s obligation pursuant to the previous
sentence shall apply whether such overdue amount is due at its maturity, as a
result of the Issuer’s obligations pursuant to Section 3.05, Section 4.11 or
Section 4.14 of the Indenture, or otherwise.


     3.     Method of Payment.


     The Issuer, through the Paying Agent, shall pay interest on this Note
to the registered Holder of this Note, as provided above. The Holder must
surrender this Note to a Paying Agent to collect principal payments. The Issuer
will pay principal, premium, if any, and interest and Liquidated Damages, if
any, in money of the United States of America that at the time of payment is
legal tender for payment of all debts public and private. Principal, premium,
if
any, and interest and Liquidated Damages, if any, shall be paid by check mailed
to the registered


C - 5



 






 





Holders at their registered addresses; provided, that all payments with respect
to Notes the Holders of which have given wire transfer instructions to the
Issuer will be required to be made by wire transfer of immediately available
funds to the accounts specified by the Holders thereof.


     4.     Paying Agent and Registrar.


     Initially, the Trustee will act as Paying Agent and Registrar under the
Indenture. The Issuer may, upon written notice to the Trustee, appoint and
change any Paying Agent or Registrar. The Issuer or any of its Affiliates may
act as Paying Agent or Registrar; provided , that if the Issuer or such
Affiliate is acting as Paying Agent, the Issuer or such Affiliate shall
segregate all funds held by it as Paying Agent and hold them in trust for the
benefit of the Holders or the Trustee.


     5.     Guarantees.


     This Note in the future may be entitled to Guarantees made by
Guarantors for the benefit of the Holders of Notes. Each Guarantor (if any)
will, irrevocably and unconditionally, jointly and severally, guarantee on a
senior subordinated basis the punctual payment when due, whether at Stated
Maturity, by acceleration, in connection with a Change of Control Offer, an
Asset Sale Offer or redemption, or otherwise, of all obligations of the Issuer
under the Indenture and this Note, whether for payment of principal of,
premium,
if any, interest or Liquidated Damages, if any, on the Notes, expenses,
indemnification or otherwise. A Guarantor shall be released from its Guarantee
upon the terms and subject to the conditions set forth in the Indenture.


     6.     Subordination.


     This Note and the Guarantees (if any) are subordinated in right of
payment, as set forth in the Indenture, to the prior payment in full of all
existing and future Senior Indebtedness. The Issuer agrees, and each Holder by
accepting a Note agrees, to the subordination provisions set forth in the
Indenture, authorizes the Trustee to give them effect and appoints the Trustee
as attorney-in-fact for such purpose.


     7.     Redemption.


     Except as set forth in the following paragraph, the Notes are not
redeemable at the option of the Issuer prior to April 15, 2008. Thereafter, the
Notes will be subject to redemption at the option of the Issuer, in whole or in
part, on at least 20 calendar days, but not more than 60 calendar days, prior
notice, at the redemption prices (expressed as percentages of principal amount)
set forth below, plus accrued and unpaid interest thereon, if any, and
Liquidated Damages, if any, to the applicable Redemption Date (subject to the
right of each Holder of record on the relevant Record Date to receive interest
due on the relevant Interest Payment Date), if redeemed during the twelve-month
period beginning April 15 of the years indicated below:



	 	 	 	 	 
	Year	 	Percentage
	
	 	

	2008
	 	 	103.688	%
	2009
	 	 	102.458	%



C - 6



 






 






	 	 	 	 	 
	2010
	 	 	101.229	%
	2011 and thereafter
	 	 	100.000	%



     In addition, at any time and from time to time prior to April 15, 2006
the Issuer, at its option, may redeem in the aggregate up to 35.0% of the
original principal amount of the Notes with the Net Cash Proceeds of one or
more
Public Equity Offerings following which there is a Public Market, at a
redemption price (expressed as a percentage of principal amount) of 107.375% of
the aggregate principal amount so redeemed, plus accrued and unpaid interest
and
Liquidated Damages, if any, thereon to the applicable Redemption Date (subject
to the right of Holders of record on the relevant Record Date to receive
interest due on the relevant Interest Payment Date); provided, however, that at
least 65.0% of the original principal amount of the Notes must remain
outstanding after each such redemption; and provided, further, that each such
redemption shall occur within 60 days of the date of closing of the related
Public Equity Offering.


     8.     Notice of Redemption.


     At least 30 calendar days but not more than 60 calendar days before a
Redemption Date, the Issuer shall deliver to the Trustee a notice of
redemption.
At least 20 calendar days but not more than 60 calendar days before a
Redemption
Date, the Issuer shall send, by first-class mail, postage prepaid, to Holders
of
Notes to be redeemed at the addresses of such Holders as they appear in the
Note
Register, a notice of redemption.


     If fewer than all the Notes are to be redeemed at any time, the Trustee
shall select the Notes to be redeemed pro rata or by lot or by a method that
complies with applicable legal and securities exchange requirements, if any,
and
that the Trustee considers fair and appropriate and in accordance with methods
generally used at the time of selection by fiduciaries in similar
circumstances.
The Trustee shall make the selection from outstanding Notes not previously
called for redemption; provided, that the Trustee may select for redemption
portions (equal to $1,000 or any integral multiple thereof) of the principal of
Notes that have denominations larger than $1,000 (Notes in denominations of
$1,000 may be redeemed only in whole). If any Note is redeemed subsequent to a
Record Date with respect to any Interest Payment Date specified above and on or
prior to such Interest Payment Date, then any accrued interest will be paid on
such Interest Payment Date to the Holder of the Note on such Record Date. If
money in an amount sufficient to pay the Redemption Price of all Notes (or
portions thereof) to be redeemed on the Redemption Date is deposited with the
Paying Agent on or before the applicable Redemption Date and certain other
conditions are satisfied, interest on the Notes or portions thereof to be
redeemed on the applicable Redemption Date will cease to accrue.


C - 7



 






 





     9.     Repurchase at the Option of Holders upon Change of Control.


     Upon the occurrence of a Change of Control, each Holder shall have the
right in accordance with the terms hereof and the Indenture to require the
Issuer to purchase such Holder’s Notes, in whole or in part, in a principal
amount that is an integral multiple of $1,000, pursuant to a Change of Control
Offer, at a purchase price in cash equal to 101% of the principal amount of
such
Notes (or portions thereof) plus accrued and unpaid interest and Liquidated
Damages, if any, to the Change of Control Payment Date.


     Within 30 calendar days following any Change of Control, the Issuer
shall send, or cause to be sent, by first-class mail, postage prepaid, a notice
regarding the Change of Control Offer to each Holder with a copy to the
Trustee.
The Holder of this Note may elect to have this Note or a portion hereof in an
authorized denomination purchased by completing the form entitled “Option of
Holder to Elect Purchase” appearing below and tendering this Note pursuant to
the Change of Control Offer. Unless the Issuer defaults in the payment of the
Change of Control Purchase Price with respect thereto, all Notes or portions
thereof accepted for payment pursuant to the Change of Control Offer will cease
to accrue interest from and after the Change of Control Payment Date.


     Prior to complying with the provisions of the Indenture governing
Change of Control Offers, but in any event within 30 calendar days following a
Change of Control, the Issuer shall, to the extent required, either repay all
outstanding Senior Indebtedness or obtain the requisite consents, if any, under
all agreements governing outstanding Senior Indebtedness to permit the
repurchase of Notes required by the provisions of the Indenture governing
Change
of Control Offers.


     10.     Repurchase at the Option of Holders upon Asset Sale.


     If at any time the Issuer or any Restricted Subsidiary engages in any
Asset Sale, as a result of which the aggregate amount of Excess Proceeds
exceeds
$5.0 million, the Issuer shall, within 30 calendar days of the date the amount
of Excess Proceeds exceeds $5.0 million, use the then-existing Excess Proceeds
to make an offer to purchase from all Holders of Notes, on a pro rata basis,
Notes in an aggregate principal amount equal in amount to the then-existing
Excess Proceeds, at a purchase price in cash in an amount equal to 100% of the
principal amount thereof plus accrued and unpaid interest thereon and
Liquidated
Damages, if any, to the Asset Sale Purchase Date (subject to the right of each
Holder of record on the relevant Record Date to receive interest due on the
relevant Interest Payment Date). If the aggregate principal amount of Notes
tendered pursuant hereto and instruments tendered pursuant to any other offer
to
purchase the Issuer is required to extend in connection with a sale of assets
under any pari passu Indebtedness is greater than the Excess Proceeds, the
Trustee shall select the Notes and such other instruments of pari passu
Indebtedness to be purchased on a pro rata basis, based on the aggregate
principal amount of Notes and such other instruments of pari passu Indebtedness
tendered. If the aggregate principal amount of Notes tendered pursuant hereto
and other instruments of pari passu Indebtedness tendered pursuant to any other
offers to purchase that the Issuer is required to extend in connection with a
sale of assets is less than the Excess Proceeds,


C - 8






 



the Issuer may use any remaining Excess Proceeds following the completion of
the
Asset Sale Offer for general corporate purposes (subject to the other
provisions
of the Indenture).


     Within 30 calendar days of the date the amount of Excess Proceeds
exceeds $5.0 million, the Issuer shall send, or cause to be sent, by
first-class
mail, postage prepaid, a notice regarding the Asset Sale Offer to each Holder.
The Holder of this Note may elect to have this Note or a portion hereof in an
authorized denomination purchased by completing the form entitled “Option of
Holder to Elect Purchase” appearing below and tendering this Note pursuant to
the Asset Sale Offer. Unless the Issuer defaults in the payment of the Asset
Sale Purchase Price with respect thereto, all Notes, or portions thereof
selected for payment pursuant to the Asset Sale Offer will cease to accrue
interest from and after the Asset Sale Purchase Date.


     11.     The Global Note.


     So long as this Global Note is registered in the name of the Depositary
or its nominee, members of, or participants in, the Depositary (“Agent
Members”)
shall have no rights under the Indenture with respect to this Global Note held
on their behalf by the Depositary or the Trustee as its custodian, and the
Depositary may be treated by the Issuer, the Guarantors (if any), the Trustee
and any agent of the Issuer, the Guarantors (if any) or the Trustee as the
absolute owner of this Global Note for all purposes. Notwithstanding the
foregoing, nothing herein shall (i) prevent the Issuer, the Guarantors (if
any),
the Trustee or any agent of the Issuer, the Guarantors (if any) or the Trustee,
from giving effect to any written certification, proxy or other authorization
furnished by the Depositary or (ii) impair, as between the Depositary and its
Agent Members, the operation of customary practices governing the exercise of
the rights of a Holder.


     The Holder of this Global Note may grant proxies and otherwise
authorize any Person, including Agent Members and Persons that may hold
interests in this Global Note through Agent Members, to take any action which a
Holder is entitled to take under the Indenture or the Notes.


     Whenever, as a result of optional redemption by the Issuer, a Change of
Control Offer, an Asset Sale Offer, a Registered Exchange Offer or an exchange
for Certificated Notes, this Global Note is redeemed, repurchased or exchanged
in part, this Global Note shall be surrendered by the Holder thereof to the
Trustee who shall cause an adjustment to be made to Schedule A hereof so that
the principal amount of this Global Note will be equal to the portion not
redeemed, repurchased or exchanged and shall thereafter return this Global Note
to such Holder; provided, that this Global Note shall be in a principal amount
of $1,000 or an integral multiple of $1,000.


     12.     Transfer and Exchange.


     A Holder may transfer or exchange Notes as provided in the Indenture
and subject to certain limitations therein set forth. The Registrar may require
a Holder, among other things, to furnish appropriate endorsements or transfer
documents and to pay any taxes, fees and expenses required by law or permitted
by the Indenture.


C - 9



 






 





     13.     Denominations.


     The Notes are issuable only in registered form without coupons in
denominations of $1,000 and integral multiples thereof of principal amount.


     14.     Discharge and Defeasance.


     Subject to certain conditions, the Issuer at any time may terminate
some or all of the obligations of the Issuer and the Guarantors (if any) under
the Notes, the Guarantees (if any) and the Indenture if the Issuer irrevocably
deposits in trust with the Trustee cash or U.S. Government Obligations for the
payment of principal, premium, if any, interest and Liquidated Damages, if any,
on the Notes to redemption or maturity, as the case may be.


     15.     Amendment, Waiver.


     Subject to certain exceptions set forth in the Indenture, (i) the
Indenture or the Notes may be amended with the written consent of the Holders
of
at least a majority in principal amount of the outstanding Notes (which consent
may, but need not, be given in connection with any tender offer or exchange
offer for the Notes) and (ii) any past Default and its consequences or any
compliance with any provisions of the Indenture may be waived with the written
consent of the Holders of at least a majority in principal amount of the
outstanding Notes. Subject to certain exceptions set forth in the Indenture,
without the consent of any Holder, the Issuer and the Trustee may amend the
Indenture or the Notes (i) to evidence the succession of another Person to the
Issuer and the assumption by such successor of the covenants of the Issuer
under
the Indenture and contained in the Notes; (ii) to add to the covenants of the
Issuer, for the benefit of the Holders of all of the Notes, or to surrender any
right or power conferred on the Issuer under the Indenture; (iii) to provide
for
uncertificated Notes in addition to or in place of Certificated Notes; (iv) to
secure the Notes; (v) to cure any ambiguity, omission, defect or inconsistency
in the Indenture; (vi) to comply with the requirements of the SEC in order to
effect or maintain the qualification of the Indenture under the TIA; or (vii)
to
evidence the agreement or acknowledgment of a Restricted Subsidiary that it is
a
Guarantor for all purposes under the Indenture (including, without limitation,
any supplemental indenture executed pursuant to Section 4.21 thereof).


     16.     Defaults and Remedies.


     Under the Indenture, Events of Default include: (i) a default for 30
days in the payment when due of interest on, or Liquidated Damages, if any,
with
respect to, the Notes (whether or not prohibited by the subordination
provisions
of the Indenture); (ii) a default in the payment when due of the principal of
or
premium, if any, on the Notes (whether or not prohibited by the subordination
provisions of the Indenture); (iii) failure by the Issuer to observe or perform
certain covenants, conditions, agreements or other provisions of the Indenture
or this Note (and, in the case of certain covenants, agreements or other
provisions, such failure has continued after written notice by the Trustee or
the Holders of at least 25% in principal amount of the Notes for a time period
of forty-five (45) days); (iv) a default in the payment of Indebtedness of the
Issuer or any of its Subsidiaries within any applicable grace period after
final
maturity or acceleration


C - 10




 









 



of such Indebtedness in an amount in excess of $5.0 million in the aggregate;
(v) certain events of bankruptcy or insolvency with respect to the Issuer or
any
of its Subsidiaries; (vi) certain undischarged judgments in excess of $5.0
million against the Issuer or any of its Subsidiaries; or (vii) the Guarantee,
if any, of any Guarantor ceasing for any reason to be in full force and effect
(other than in accordance with the terms of the Indenture) or any Guarantor, if
any, denying or disaffirming its obligations under its Guarantee.


     If an Event of Default occurs and is continuing, the Trustee or the
Holders of at least 25% in principal amount of the Notes, subject to certain
limitations, may declare all the Notes to be immediately due and payable.
Certain events of bankruptcy or insolvency shall result in the Notes being
immediately due and payable upon the occurrence of such Events of Default
without any further act of the Trustee or any Holder.


     Holders of Notes may not enforce the Indenture or the Notes except as
provided in the Indenture. The Trustee may refuse to enforce the Indenture or
the Notes unless it receives reasonable indemnity or security. Subject to
certain limitations, Holders of a majority in principal amount of the Notes may
direct the Trustee in its exercise of any trust or power under the Indenture.
The Holders of a majority in principal amount of the then outstanding Notes, by
written notice to the Trustee and the Issuer, may rescind any declaration of
acceleration and its consequences if the rescission would not conflict with any
judgment or decree, and if all existing Events of Default have been cured or
waived, except nonpayment of principal, interest, premium, if any, or
Liquidated
Damages, if any, that has become due solely because of acceleration. No such
rescission shall affect any subsequent Default or impair any right consequent
thereto.


     17.     Individual Rights of Trustee.


     Subject to certain limitations imposed by the TIA, the Trustee or any
Paying Agent or Registrar, in its individual or any other capacity, may become
the owner or pledgee of Notes and may otherwise deal with the Issuer, the
Guarantors (if any) or their Affiliates with the same rights it would have if
it
were not Trustee, Paying Agent or Registrar, as the case may be, under the
Indenture.


     18.     No Recourse Against Certain Others.


     No director, officer, employee, incorporator or stockholder of the
Issuer or any Guarantor (if any), as such, shall have any liability for any
obligations of the Issuer or such Guarantor (if any) under the Notes, the
Guarantees (if any) or the Indenture or for any claim based on, in respect of,
or by reason of, such obligations or their creation, solely by reason of its
status as a director, officer, employee, incorporator or stockholder of the
Issuer or such Guarantor. By accepting a Note, each Holder waives and releases
all such liability (but only such liability) as part of the consideration for
issuance of such Note to such Holder.


     19.     Authentication.


C -  11




 






 





     This Note shall not be valid until the Trustee or an authenticating
agent signs the certificate of authentication on the other side of this Note.


     20.     Abbreviations.


     Customary abbreviations may be used in the name of a Holder or an
assignee, such as TEN COM (= tenants in common), TEN ENT (= tenants by the
entireties), JT TEN (= joint tenants with rights of survivorship and not as
tenants in common), CUST (= custodian), and U/G/M/A (= Uniform Gift to Minors
Act).


     21.     CUSIP Numbers.


     Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Issuer has caused CUSIP numbers to be
printed on the Notes and has directed the Trustee to use CUSIP numbers in
notices of redemption as a convenience to Holders of Notes. No representation
is
made as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.


     22.     Governing Law.


     THE INDENTURE AND THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS
MADE
AND TO BE PERFORMED IN SAID STATE.


     The Issuer will furnish to any Holder upon written request and without
charge to the Holder a copy of the Indenture. Requests may be made to:



	 	 
	 	Susquehanna Media Co.
	 	140 East Market Street
	 	York, PA 17401
	 	Attention: Mr. Craig W. Bremer



C - 12


 






 





SCHEDULE A



SCHEDULE OF PRINCIPAL AMOUNT



The initial principal amount at maturity of this Note shall be
$          . The following decreases/increases in the principal
amount in denominations of $1,000 or integral multiples thereof at maturity of this
Note have been made:



	 	 	 	 	 	 	 	 	Total Principal
	 	 	 	 	 	 	 	 	Amount at	 	 	Notation
	 	 	Decrease in	 	 	Increase in	 	 	Maturity	 	 	Made by
	Date of	 	Principal	 	 	Principal	 	 	Following such	 	 	or on
	Decrease/	 	Amount at	 	 	Amount at	 	 	Decrease/	 	 	Behalf of
	Increase	 	Maturity	 	 	Maturity	 	 	Increase	 	 	Trustee
	
	 	
	 	 	
	 	 	
	 	 	

	
	 	
	 	 	
	 	 	
	 	 	

	
	 	
	 	 	
	 	 	
	 	 	

	
	 	
	 	 	
	 	 	
	 	 	

	
	 	
	 	 	
	 	 	
	 	 	

	
	 	
	 	 	
	 	 	
	 	 	

	
	 	
	 	 	
	 	 	
	 	 	

	
	 	
	 	 	
	 	 	
	 	 	

	
	 	
	 	 	
	 	 	
	 	 	

	
	 	
	 	 	
	 	 	
	 	 	

	
	 	
	 	 	
	 	 	
	 	 	

	
	 	
	 	 	
	 	 	
	 	 	

	
	 	
	 	 	
	 	 	
	 	 	

	
	 	
	 	 	
	 	 	
	 	 	

	
	 	
	 	 	
	 	 	
	 	 	

	
	 	
	 	 	
	 	 	
	 	 	





C - 13



 






 





ASSIGNMENT



(To be executed by the registered Holder

if such Holder desires to transfer this Note)



FOR VALUE
RECEIVED                         hereby sells, assigns and
transfers unto


PLEASE INSERT SOCIAL SECURITY OR
OTHER

TAX IDENTIFYING NUMBER OF TRANSFEREE

 


















(Please print name and address of transferee)


this Note, together with all right, title and interest herein, and does hereby
irrevocably constitute and appoint 
                   Attorney to
transfer this Note on the Note Register, with full power of substitution.



	 	 	 
	Dated: 	 	 
	 	 	 
	

Signature of Holder	


Signature Guaranteed



NOTICE: The signature to the foregoing Assignment must correspond to the Name
as written upon the face of this Note in every particular, without alteration or
any change whatsoever.


SIGNATURE GUARANTEED: Signature must be guaranteed by an Eligible Guarantor
Institution (banks, stockbrokers, savings and loan associations and credit
unions) with membership in an approved signature guarantee medallion program
pursuant to Securities and Exchange Commission Rule 17Ad-15.


C - 14



 






 





OPTION OF HOLDER TO ELECT PURCHASE

(check as appropriate)




	(TM)	 	In connection with the Change of Control Offer made pursuant to
Section 4.14 of the Indenture, the undersigned hereby elects to have




	 	 	(TM)     the entire principal amount
	 
	 	 	(TM)     $               ($1,000 in principal amount or an
integral multiple thereof) of this Note repurchased by the Issuer. The
undersigned hereby directs the Trustee or Paying Agent to pay it or               
an amount in cash equal to 101% of the
principal amount indicated in the preceding sentence plus accrued and
unpaid interest and Liquidated Damages thereon, if any, to the Change
of Control Payment Date.




	(TM)	 	In connection with the Asset Sale Offer made pursuant to Section 4.11
of the Indenture, the undersigned hereby elects to have




	 	 	(TM)     the entire principal amount
	 
	 	 	(TM)     $          ($1,000 in principal amount or an integral
multiple thereof) of this Note repurchased by the Issuer. The
undersigned hereby directs the Trustee or Paying Agent to pay it or               
an amount in cash equal to 100% of the
principal amount indicated in the preceding sentence plus accrued and
unpaid interest and Liquidated Damages thereon, if any, to the Asset
Sale Purchase Date.




	 	 	 
	Dated:	 	 
	 	 	 
	

Signature of Holder	 	


Signature Guaranteed



NOTICE: The signature to the foregoing must correspond to the Name as written
upon the face of this Note in every particular, without alteration or any
change whatsoever.


SIGNATURE GUARANTEED: Signature must be guaranteed by an Eligible Guarantor
Institution (banks, stockbrokers, savings and loan associations and credit
unions) with membership in an approved signature guarantee medallion program
pursuant to Securities and Exchange Commission Rule 17Ad-15.


C - 15



 






 





EXHIBIT D


FORM OF EXCHANGE CERTIFICATED NOTE



FACE OF EXCHANGE CERTIFICATED NOTE



SUSQUEHANNA MEDIA CO.




	 	 	 
	No	 	
CUSIP No.



7 3/8% SENIOR SUBORDINATED NOTE DUE 2013



     Susquehanna Media Co., a Delaware corporation, for value received,
hereby promises to pay to               , or its registered assigns,
the
principal amount of          on April 15, 2013.


     Interest Payment Dates: April 15 and October 15, commencing October 15,
2003.


     Record Dates: April 1 and October 1.


     Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.


     Unless the certificate of authentication hereon has been duly executed
by the Trustee referred to on the reverse hereof by manual signature, this Note
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purposes.



D  -  1



 






 





     IN WITNESS WHEREOF, Susquehanna Media Co. has caused this Note to be
duly executed.



	 	 	 
	 	
SUSQUEHANNA MEDIA CO.
	 	 	 
	 	
By:  __________________________
	 	
        Name:
	 	
        Title:




	 	 
	Attest:
	 	 
	Dated:
	 	 
	TRUSTEE’S CERTIFICATE OF AUTHENTICATION
	 	 
	J.P.MORGAN TRUST COMPANY, NATIONAL ASSOCIATION,
	            as Trustee, certifies that this is one of
	            the Notes referred to in the
Indenture.
	 
	By: 
	
	 
	             Authorized Signatory	 



D - 2



 






 





REVERSE SIDE OF EXCHANGE CERTIFICATED NOTE



SUSQUEHANNA MEDIA CO.



7 3/8% SENIOR SUBORDINATED NOTE DUE 2013



     1.     Indenture.


     This Note is one of a duly authorized issue of debt securities of the
Issuer (as defined below) designated as its “7 3/8% Senior Subordinated Notes
due 2013” (herein called the “Notes”), issued under an indenture dated as of
April 23, 2003 (as amended or supplemented from time to time, the “Indenture”)
between the Issuer, as issuer, and J.P. Morgan Trust Company, National
Association, as trustee (the “Trustee,” which term includes any successor
trustee under the Indenture). The terms of the Notes include those stated in
the
Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939, as amended (15 U.S. Code Sections 77aaa-77bbbb). The
Notes are subject to all such terms, and Holders of Notes are referred to the
Indenture and such Act for a statement of the respective rights, limitations of
rights, duties and immunities thereunder of the Issuer, the Guarantors (if
any),
the Trustee and each Holder and of the terms upon which the Notes are, and are
to be, authenticated and delivered. The summary of the terms of this Note
contained herein does not purport to be complete and is qualified by reference
to the Indenture. To the extent permitted by applicable law, in the event of
any
inconsistency between the terms of this Note and the terms of the Indenture,
the
terms of the Indenture shall control. All capitalized terms used in this Note
which are not defined herein shall have the meanings assigned to them in the
Indenture.


     The Indenture restricts, among other things, the Issuer’s ability to
incur additional indebtedness, pay dividends or make certain other restricted
payments, incur liens to secure pari passu or subordinated indebtedness, sell
stock of Restricted Subsidiaries, apply net proceeds from certain asset sales,
merge or consolidate with any other person, sell, assign, transfer, lease,
convey or otherwise dispose of substantially all of the assets of the Issuer,
enter into certain transactions with affiliates or incur indebtedness that is
subordinate in right of payment to any Senior Indebtedness and senior in right
of payment to the Notes. The Indenture permits, under certain circumstances,
Restricted Subsidiaries of the Issuer to be deemed Unrestricted Subsidiaries
and
thus not subject to the restrictions of the Indenture.


     2.     Principal and Interest.


     Susquehanna Media Co., a Delaware corporation (such corporation, and
its successors and assigns under the Indenture hereinafter referred to, being
herein called the “Issuer”), promises to pay the principal amount set forth on
the face of this Note to the Holder hereof on April 15, 2013.


     The Issuer shall pay interest at a rate of 7 3/8% per annum, from April
23, 2003 or from the most recent Interest Payment Date thereafter to which
interest has been paid or duly provided for, semiannually in arrears on April
15
and October 15 of each year, commencing on October 15, 2003, in cash, to the
Holder hereof until the principal amount hereof is paid or made


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available for payment. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, subject to certain exceptions
provided in the Indenture, be paid to the Person in whose name this Note (or
the
Note in exchange or substitution for which this Note was issued) is registered
at the close of business on the Record Date for interest payable on such
Interest Payment Date. The Record Date for any interest payment is the close of
business on April 1 or October 1, as the case may be, whether or not a Business
Day, immediately preceding the Interest Payment Date on which such interest is
payable. Any such interest not so punctually paid or duly provided for
(“Defaulted Interest”) shall forthwith cease to be payable to the Holder on
such
Record Date and shall be paid as provided in Section 2.12 of the Indenture.
Interest will be computed on the basis of a 360-day year of twelve 30-day
months.


     Each payment of interest in respect of an Interest Payment Date will
include interest accrued through the day before such Interest Payment Date. If
an Interest Payment Date falls on a day that is not a Business Day, the
interest
payment to be made on such Interest Payment Date will be made on the next
succeeding Business Day with the same force and effect as if made on such
Interest Payment Date, and no additional interest will accrue as a result of
such delayed payment.


     If this Note is issued pursuant to a Registered Exchange Offer on or
prior to the Record Date for the first Interest Payment Date following such
exchange, accrued and unpaid interest on the equivalent principal amount of the
Initial Note in exchange for which this Note was issued, up to but not
including
the date of issuance of this Note, shall be paid on the first Interest Payment
Date for this Note to the Holder of this Note on the first Record Date with
respect to this Note. If this Note is issued pursuant to a Registered Exchange
Offer subsequent to the Record Date for the first Interest Payment Date
following such exchange but on or prior to such Interest Payment Date, then any
such accrued and unpaid interest with respect to the equivalent principal
amount
of the Initial Note in exchange for which this Note was issued and any accrued
and unpaid interest on this Note through the day before such Interest Payment
Date shall be paid on such Interest Payment Date to the Holder of such Initial
Note on such Record Date.


     To the extent lawful, the Issuer shall pay interest on overdue
principal, overdue premium, if any, Defaulted Interest and overdue Liquidated
Damages, if any, (without regard to any applicable grace period) at the
interest
rate borne on this Note. The Issuer’s obligation pursuant to the previous
sentence shall apply whether such overdue amount is due at its maturity, as a
result of the Issuer’s obligations pursuant to Section 3.05, Section 4.11 or
Section 4.14 of the Indenture, or otherwise.


     3.     Method of Payment.


     The Issuer, through the Paying Agent, shall pay interest on this Note
to the registered Holder of this Note, as provided above. The Holder must
surrender this Note to a Paying Agent to collect principal payments. The Issuer
will pay principal, premium, if any, and interest and Liquidated Damages, if
any, in money of the United States of America that at the time of payment is
legal tender for payment of all debts public and private. Principal, premium,
if
any, and interest and Liquidated Damages, if any, shall be paid by check mailed
to the registered Holders at their registered addresses; provided, that all
payments with respect to Notes the


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Holders of which have given wire transfer instructions to the Issuer will be
required to be made by wire transfer of immediately available funds to the
accounts specified by the Holders thereof.


     4.     Paying Agent and Registrar.


     Initially, the Trustee will act as Paying Agent and Registrar under the
Indenture. The Issuer may, upon written notice to the Trustee, appoint and
change any Paying Agent or Registrar. The Issuer or any of its Affiliates may
act as Paying Agent or Registrar; provided, that if the Issuer or such
Affiliate
is acting as Paying Agent, the Issuer or such Affiliate shall segregate all
funds held by it as Paying Agent and hold them in trust for the benefit of the
Holders or the Trustee.


     5.     Guarantees.


     This Note in the future may be entitled to Guarantees made by
Guarantors for the benefit of the Holders of Notes. Each Guarantor (if any)
will, irrevocably and unconditionally, jointly and severally, guarantee on a
senior subordinated basis the punctual payment when due, whether at Stated
Maturity, by acceleration, in connection with a Change of Control Offer, an
Asset Sale Offer or redemption, or otherwise, of all obligations of the Issuer
under the Indenture and this Note, whether for payment of principal of,
premium,
if any, interest or Liquidated Damages, if any, on the Notes, expenses,
indemnification or otherwise. A Guarantor shall be released from its Guarantee
upon the terms and subject to the conditions set forth in the Indenture.


     6.     Subordination.


     This Note and the Guarantees (if any) are subordinated in right of
payment, as set forth in the Indenture, to the prior payment in full of all
existing and future Senior Indebtedness. The Issuer agrees, and each Holder by
accepting a Note agrees, to the subordination provisions set forth in the
Indenture, authorizes the Trustee to give them effect and appoints the Trustee
as attorney-in-fact for such purpose.


     7.     Redemption.


     Except as set forth in the following paragraph, the Notes are not
redeemable at the option of the Issuer prior to April 15, 2008. Thereafter, the
Notes will be subject to redemption at the option of the Issuer, in whole or in
part, on at least 20 calendar days, but not more than 60 calendar days, prior
notice, at the redemption prices (expressed as percentages of principal amount)
set forth below, plus accrued and unpaid interest thereon, if any, and
Liquidated Damages, if any, to the applicable Redemption Date (subject to the
right of each Holder of record on the relevant Record Date to receive interest
due on the relevant Interest Payment Date), if redeemed during the twelve-month
period beginning April 15 of the years indicated below:



	 	 	 	 	 
	Year	 	Percentage
	
	 	

	2008
	 	 	103.688	%
	2009
	 	 	102.458	%
	2010
	 	 	101.229	%
	2011 and thereafter
	 	 	100.000	%



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     In addition, at any time and from time to time prior to April 15, 2006
the Issuer, at its option, may redeem in the aggregate up to 35.0% of the
original principal amount of the Notes with the Net Cash Proceeds of one or
more
Public Equity Offerings following which there is a Public Market, at a
redemption price (expressed as a percentage of principal amount) of 107.375% of
the aggregate principal amount so redeemed, plus accrued and unpaid interest
and
Liquidated Damages, if any, thereon to the applicable Redemption Date (subject
to the right of Holders of record on the relevant Record Date to receive
interest due on the relevant Interest Payment Date); provided, however, that at
least 65.0% of the original principal amount of the Notes must remain
outstanding after each such redemption; and provided, further, that each such
redemption shall occur within 60 days of the date of closing of the related
Public Equity Offering.


     8.     Notice of Redemption.


     At least 30 calendar days but not more than 60 calendar days before a
Redemption Date, the Issuer shall deliver to the Trustee a notice of
redemption.
At least 20 calendar days but not more than 60 calendar days before a
Redemption
Date, the Issuer shall send, by first-class mail, postage prepaid, to Holders
of
Notes to be redeemed at the addresses of such Holders as they appear in the
Note
Register, a notice of redemption.


     If fewer than all the Notes are to be redeemed at any time, the Trustee
shall select the Notes to be redeemed pro rata or by lot or by a method that
complies with applicable legal and securities exchange requirements, if any,
and
that the Trustee considers fair and appropriate and in accordance with methods
generally used at the time of selection by fiduciaries in similar
circumstances.
The Trustee shall make the selection from outstanding Notes not previously
called for redemption; provided, that the Trustee may select for redemption
portions (equal to $1,000 or any integral multiple thereof) of the principal of
Notes that have denominations larger than $1,000 (Notes in denominations of
$1,000 may be redeemed only in whole). If any Note is redeemed subsequent to a
Record Date with respect to any Interest Payment Date specified above and on or
prior to such Interest Payment Date, then any accrued interest will be paid on
such Interest Payment Date to the Holder of the Note on such Record Date. If
money in an amount sufficient to pay the Redemption Price of all Notes (or
portions thereof) to be redeemed on the Redemption Date is deposited with the
Paying Agent on or before the applicable Redemption Date and certain other
conditions are satisfied, interest on the Notes or portions thereof to be
redeemed on the applicable Redemption Date will cease to accrue.


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     9.     Repurchase at the Option of Holders upon Change of Control.


     Upon the occurrence of a Change of Control, each Holder shall have the
right in accordance with the terms hereof and the Indenture to require the
Issuer to purchase such Holder’s Notes, in whole or in part, in a principal
amount that is an integral multiple of $1,000, pursuant to a Change of Control
Offer, at a purchase price in cash equal to 101% of the principal amount of
such
Notes (or portions thereof) plus accrued and unpaid interest and Liquidated
Damages, if any, to the Change of Control Payment Date.


     Within 30 calendar days following any Change of Control, the Issuer
shall send, or cause to be sent, by first-class mail, postage prepaid, a notice
regarding the Change of Control Offer to each Holder with a copy to the
Trustee.
The Holder of this Note may elect to have this Note or a portion hereof in an
authorized denomination purchased by completing the form entitled “Option of
Holder to Elect Purchase” appearing below and tendering this Note pursuant to
the Change of Control Offer. Unless the Issuer defaults in the payment of the
Change of Control Purchase Price with respect thereto, all Notes or portions
thereof accepted for payment pursuant to the Change of Control Offer will cease
to accrue interest from and after the Change of Control Payment Date.


     Prior to complying with the provisions of the Indenture governing
Change of Control Offers, but in any event within 30 calendar days following a
Change of Control, the Issuer shall, to the extent required, either repay all
outstanding Senior Indebtedness or obtain the requisite consents, if any, under
all agreements governing outstanding Senior Indebtedness to permit the
repurchase of Notes required by the provisions of the Indenture governing
Change of Control Offers.


     10.     Repurchase at the Option of Holders upon Asset Sale.


     If at any time the Issuer or any Restricted Subsidiary engages in any
Asset Sale, as a result of which the aggregate amount of Excess Proceeds
exceeds
$5.0 million, the Issuer shall, within 30 calendar days of the date the amount
of Excess Proceeds exceeds $5.0 million, use the then-existing Excess Proceeds
to make an offer to purchase from all Holders of Notes, on a pro rata basis,
Notes in an aggregate principal amount equal in amount to the then-existing
Excess Proceeds, at a purchase price in cash in an amount equal to 100% of the
principal amount thereof plus accrued and unpaid interest thereon and
Liquidated
Damages, if any, to the Asset Sale Purchase Date (subject to the right of each
Holder of record on the relevant Record Date to receive interest due on the
relevant Interest Payment Date). If the aggregate principal amount of Notes
tendered pursuant hereto and instruments tendered pursuant to any other offer
to
purchase the Issuer is required to extend in connection with a sale of assets
under any pari passu Indebtedness is greater than the Excess Proceeds, the
Trustee shall select the Notes and such other instruments of pari passu
Indebtedness to be purchased on a pro rata basis, based on the aggregate
principal amount of Notes and such other instruments of pari passu Indebtedness
tendered. If the aggregate principal amount of Notes tendered pursuant hereto
and other instruments of pari passu Indebtedness tendered pursuant to any other
offers to purchase that the Issuer is required to extend in connection with a
sale of assets is less than the Excess Proceeds,


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the Issuer may use any remaining Excess Proceeds following the completion of
the
Asset Sale Offer for general corporate purposes (subject to the other
provisions
of the Indenture).


     Within 30 calendar days of the date the amount of Excess Proceeds
exceeds $5.0 million, the Issuer shall send, or cause to be sent, by
first-class
mail, postage prepaid, a notice regarding the Asset Sale Offer to each Holder.
The Holder of this Note may elect to have this Note or a portion hereof in an
authorized denomination purchased by completing the form entitled “Option of
Holder to Elect Purchase” appearing below and tendering this Note pursuant to
the Asset Sale Offer. Unless the Issuer defaults in the payment of the Asset
Sale Purchase Price with respect thereto, all Notes or portions thereof
selected
for payment pursuant to the Asset Sale Offer will cease to accrue interest from
and after the Asset Sale Purchase Date.


     11.     Transfer and Exchange.


     A Holder may transfer or exchange Notes as provided in the Indenture
and subject to certain limitations therein set forth. The Registrar may require
a Holder, among other things, to furnish appropriate endorsements or transfer
documents and to pay any taxes, fees and expenses required by law or permitted
by the Indenture. The Registrar need not register the transfer or exchange of
Certificated Notes or portions thereof selected for redemption (except, in the
case of a Certificated Note to be redeemed in part, the portion of such
Certificated Note not to be redeemed) or any Certificated Notes for a period of
15 calendar days before a selection of Notes to be redeemed.


     12.     Denominations.


     The Notes are issuable only in registered form without coupons in
denominations of $1,000 and integral multiples thereof of principal amount.


     13.     Discharge and Defeasance.


     Subject to certain conditions, the Issuer at any time may terminate
some or all of the obligations of the Issuer and the Guarantors (if any) under
the Notes, the Guarantees (if any) and the Indenture if the Issuer irrevocably
deposits in trust with the Trustee cash or U.S. Government Obligations for the
payment of principal, premium, if any, interest and Liquidated Damages, if any,
on the Notes to redemption or maturity, as the case may be.


     14.     Amendment, Waiver.


     Subject to certain exceptions set forth in the Indenture, (i) the
Indenture or the Notes may be amended with the written consent of the Holders
of
at least a majority in principal amount of the outstanding Notes (which consent
may, but need not, be given in connection with any tender offer or exchange
offer for the Notes) and (ii) any past Default and its consequences or any
compliance with any provisions of the Indenture may be waived with the written
consent of the Holders of at least a majority in principal amount of the
outstanding Notes. Subject to certain exceptions set forth in the Indenture,
without the consent of any Holder, the Issuer and the Trustee may amend the
Indenture or the Notes (i) to evidence the succession of another Person to


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the Issuer and the assumption by such successor of the covenants of the Issuer
under the Indenture and contained in the Notes; (ii) to add to the covenants of
the Issuer, for the benefit of the Holders of all of the Notes, or to surrender
any right or power conferred on the Issuer under the Indenture; (iii) to
provide
for uncertificated Notes in addition to or in place of Certificated Notes; (iv)
to secure the Notes; (v) to cure any ambiguity, omission, defect or
inconsistency in the Indenture; (vi) to comply with the requirements of the SEC
in order to effect or maintain the qualification of the Indenture under the
TIA;
or (vii) to evidence the agreement or acknowledgment of a Restricted Subsidiary
that it is a Guarantor for all purposes under the Indenture (including, without
limitation, any supplemental indenture executed pursuant to Section 4.21
thereof).


     15.     Defaults and Remedies.


     Under the Indenture, Events of Default include: (i) a default for 30
days in the payment when due of interest on, or Liquidated Damages, if any,
with
respect to, the Notes (whether or not prohibited by the subordination
provisions
of the Indenture); (ii) a default in the payment when due of the principal of
or
premium, if any, on the Notes (whether or not prohibited by the subordination
provisions of the Indenture), (iii) failure by the Issuer to observe or perform
certain covenants, conditions, agreements or other provisions of the Indenture
or this Note (and, in the case of certain covenants, agreements or other
provisions, such failure has continued after written notice by the Trustee or
the Holders of at least 25% in principal amount of the Notes for a time period
of forty-five (45) days); (iv) a default in the payment of Indebtedness of the
Issuer or any of its Subsidiaries within any applicable grace period after
final
maturity or acceleration of such Indebtedness in an amount in excess of $5.0
million in the aggregate; (v) certain events of bankruptcy or insolvency with
respect to the Issuer or any of its Subsidiaries, (vi) certain undischarged
judgments in excess of $5.0 million against the Issuer or any of its
Subsidiaries; or (vii) the Guarantee, if any, of any Guarantor ceasing for any
reason to be in full force and effect (other than in accordance with the terms
of the Indenture) or any Guarantor, if any, denying or affirming its
obligations
under its Guarantee.


     If an Event of Default occurs and is continuing, the Trustee or the
Holders of at least 25% in principal amount of the Notes, subject to certain
limitations, may declare all the Notes to be immediately due and payable.
Certain events of bankruptcy or insolvency shall result in the Notes being
immediately due and payable upon the occurrence of such Events of Default
without any further act of the Trustee or any Holder.


     Holders of Notes may not enforce the Indenture or the Notes except as
provided in the Indenture. The Trustee may refuse to enforce the Indenture or
the Notes unless it receives reasonable indemnity or security. Subject to
certain limitations, Holders of a majority in principal amount of the Notes may
direct the Trustee in its exercise of any trust or power under the Indenture.
The Holders of a majority in principal amount of the then outstanding Notes, by
written notice to the Trustee and the Issuer, may rescind any declaration of
acceleration and its consequences if the rescission would not conflict with any
judgment or decree, and if all existing Events of Default have been cured or
waived, except nonpayment of principal, interest, premium, if any, or
Liquidated
Damages, if any, that has become due solely because of


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acceleration. No such rescission shall affect any subsequent Default or impair
any right consequent thereto.


     16.     Individual Rights of Trustee.


     Subject to certain limitations imposed by the TIA, the Trustee or any
Paying Agent or Registrar, in its individual or any other capacity, may become
the owner or pledgee of Notes and may otherwise deal with the Issuer, the
Guarantors (if any) or their Affiliates with the same rights it would have if
it
were not Trustee, Paying Agent or Registrar, as the case may be, under the
Indenture.


     17.     No Recourse Against Certain Others.


     No director, officer, employee, incorporator or stockholder of the
Issuer or any Guarantor (if any), as such, shall have any liability for any
obligations of the Issuer or such Guarantor (if any) under the Notes, the
Guarantees (if any) or the Indenture or for any claim based on, in respect of,
or by reason of, such obligations or their creation, solely by reason of its
status as a director, officer, employee, incorporator or stockholder of the
Issuer or such Guarantor. By accepting a Note, each Holder waives and releases
all such liability (but only such liability) as part of the consideration for
issuance of such Note to such Holder.


     18.     Authentication.


     This Note shall not be valid until the Trustee or an authenticating
agent manually signs the certificate of authentication on the other side of
this
Note.


     19.     Abbreviations.


     Customary abbreviations may be used in the name of a Holder or an
assignee, such as TEN COM (= tenants in common), TEN ENT (= tenants by the
entireties), JT TEN (= joint tenants with rights of survivorship and not as
tenants in common), CUST (= custodian), and U/G/M/A (= Uniform Gift to Minors
Act).


     20.     CUSIP Numbers.


     Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Issuer has caused CUSIP numbers to be
printed on the Notes and has directed the Trustee to use CUSIP numbers in
notices of redemption as a convenience to Holders of Notes. No representation
is
made as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.


     21.     Governing Law.


     THE INDENTURE AND THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW


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YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SAID STATE.


     The Issuer will furnish to any Holder upon written request and without
charge to the Holder a copy of the Indenture. Requests may be made to:



	 	 
	 	Susquehanna Media Co.
	 	140 East Market Street
	 	York, PA 17401
	 	Attention: Mr. Craig W. Bremer



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ASSIGNMENT



(To be executed by the registered Holder

if such Holder desires to transfer this Note)



FOR VALUE RECEIVED                             hereby sells, assigns and
transfers unto


PLEASE INSERT SOCIAL SECURITY OR OTHER

TAX IDENTIFYING NUMBER OF TRANSFEREE




 




 



 






(Please print name and address of transferee)



this Note, together with all right, title and interest herein, and does hereby
irrevocably constitute and appoint               Attorney to
transfer this Note on the Note Register, with full power of substitution.



	 	 	 
	Dated:	 	 
	 	 	 
	

Signature of Holder	 	


Signature Guaranteed



NOTICE: The signature to the foregoing Assignment must correspond to the Name
as
written upon the face of this Note in every particular, without alteration or
any change whatsoever.


SIGNATURE GUARANTEED: Signature must be guaranteed by an Eligible Guarantor
Institution (banks, stockbrokers, savings and loan associations and credit
unions) with membership in an approved signature guarantee medallion program
pursuant to Securities and Exchange Commission Rule 17Ad-15.


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OPTION OF HOLDER TO ELECT PURCHASE

(check as appropriate)




	(TM)	 	In connection with the Change of Control Offer made pursuant to
Section 4.14 of the Indenture, the undersigned hereby elects to have




	 	 	(TM)     the entire principal amount
	 
	 	 	(TM)     $          ($1,000 in principal amount or an
integral multiple thereof) of this Note repurchased by the Issuer. The
undersigned hereby directs the Trustee or Paying Agent to pay it or               
an amount in cash equal to 101% of the
principal amount indicated in the preceding sentence plus accrued and
unpaid interest and Liquidated Damages thereon, if any, to the Change
of Control Payment Date.




	(TM)	 	In connection with the Asset Sale Offer made pursuant to Section 4.11
of the Indenture, the undersigned hereby elects to have




	 	 	(TM)     the entire principal amount
	 
	 	 	(TM)     $          ($1,000 in principal amount or an integral
multiple thereof) of this Note repurchased by the Issuer. The
undersigned hereby directs the Trustee or Paying Agent to pay it or               
an amount in cash equal to 100% of the
principal amount indicated in the preceding sentence plus accrued and
unpaid interest and Liquidated Damages thereon, if any, to the Asset
Sale Purchase Date.




	 	 	 
	Dated:	 	 
	 	 	 
	

Signature of Holder	 	


Signature Guaranteed



NOTICE: The signature to the foregoing must correspond to the Name as written
upon the face of this Note in every particular, without alteration or any
change
whatsoever.


SIGNATURE GUARANTEED: Signature must be guaranteed by an Eligible Guarantor
Institution (banks, stockbrokers, savings and loan associations and credit
unions) with membership in an approved signature guarantee medallion program
pursuant to Securities and Exchange Commission Rule 17Ad-15.


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EXHIBIT E


FORM OF TRANSFER CERTIFICATE

FOR TRANSFER TO A QIB



[ADDRESS OF REGISTRAR

CORPORATE TRUST-CUSTOMER SERVICE

1201 MAIN STREET, 18TH FLOOR

DALLAS, TEXAS 75202]



     Re:     Susquehanna Media Co. (the “Issuer”) 7 3/8% Senior
               Subordinated
Notes due 2013 (the “Notes”)


Ladies and Gentlemen:



     Reference is hereby made to the Indenture dated as of April 23, 2003
(as amended and supplemented from time to time, the “Indenture”) between the
Issuer and J.P. Morgan Trust Company, National Association, as Trustee.
Capitalized terms used but not defined herein shall have the meanings given
them
in the Indenture. This letter relates to $          aggregate principal
amount of Notes which are held in the name of [name of transferor] (the
“Transferor”) to effect the transfer of such Notes in exchange for an
equivalent
beneficial interest in the Rule 144A Initial Global Note.


     In connection with such request, and with respect to such Notes, the
Transferor does hereby certify that such Notes are being transferred in
accordance with (i) the transfer restrictions set forth in the Notes and (ii)
Rule 144A under the United States Securities Act of 1933, as amended (“Rule
144A”), to a transferee that the Transferor reasonably believes is purchasing
the Notes for its own account or an account with respect to which the
transferee
exercises sole investment discretion, and the transferee, as well as any such
account, is a “qualified institutional buyer” within the meaning of Rule 144A,
in a transaction meeting the requirements of Rule 144A and in accordance with
applicable securities laws of any state of the United States or any other
jurisdiction.


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     You and the Issuer are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any
interested
party in any administrative or legal proceeding or official inquiry with
respect
to the matters covered hereby.



	 	 	 
	 	
Very truly yours,

 
	 	

	 	
[Name of Transferor]
	 	 	 
	 	
By: 	



	 	 	
Name:
	 	 	
Title:
	 	 	 
	 	
Date:




	 	 	 
	cc:	 	
Susquehanna Media Co.
	 	 	
140 East Market Street
	 	 	
York, PA 17401
	 	 	
Attention: Mr. Craig W. Bremer



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EXHIBIT F


FORM OF TRANSFER CERTIFICATE FOR TRANSFER TO AN

INSTITUTIONAL ACCREDITED INVESTOR



[ADDRESS OF REGISTRAR

CORPORATE TRUST-CUSTOMER SERVICE

1201 MAIN STREET, 18TH FLOOR

DALLAS, TEXAS 75202]



     Re:     Susquehanna Media Co. (the “Issuer”) 7 3/8% Senior
               Subordinated
Notes due 2013 (the “Notes”)


Ladies and Gentlemen:



     Reference is hereby made to the Indenture dated as of April 23, 2003
(as amended and supplemented from time to time, the “Indenture”) between the
Issuer and J.P. Morgan Trust Company, National Association, as Trustee.
Capitalized terms used but not defined herein shall have the meanings given
them in the Indenture.


     This letter relates to U.S. $          aggregate principal amount
of Notes which are held [in certificated form in the name of [name of
transferor] (the “Transferor”)] [through the beneficial interest of [name of
transferor] (the “Transferor”) in the Rule 144A Initial Global Note] [through
the beneficial interest of [name of transferor] (the “Transferor”) in the
Regulation S Permanent Global Note] to effect the transfer of such Notes to an
institutional “accredited investor” as defined in Rule 501 (a)(1), (2), (3) or
(7) of Regulation D under the Securities Act of 1933, as amended (an
“Institutional Accredited Investor”).


     In connection with such request, and with respect to such Notes, the
Transferor does hereby certify that such Notes are being transferred (i) in
accordance with the transfer restrictions set forth in the Notes, (ii) to a
transferee that the Transferor reasonably believes is an Institutional
Accredited Investor that is acquiring at least $250,000 principal amount of
Notes for its own account or for one or more accounts as to which the
transferee
exercises sole investment discretion and (iii) in accordance with applicable
securities laws of any state of the United States or any other jurisdiction.


F  -  1



 






 





     You and the Issuer are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any
interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby.



	 	 	 
	 	
Very truly yours,

 
	 	

	 	
[Name of Transferor]
	 	 	 
	 	
By:

	 	 	

	 	 	Name:

Title:
	 	 	 
	 	
Date:




	 	 	 
	cc:	 	
Susquehanna Media Co.
	 	 	
140 East Market Street
	 	 	
York, PA 17401
	 	 	
Attention: Mr. Craig W. Bremer



F - 2



 






 





EXHIBIT G


FORM OF INVESTMENT LETTER

FOR INSTITUTIONAL ACCREDITED INVESTORS



[ADDRESS OF REGISTRAR

CORPORATE TRUST-CUSTOMER SERVICE

1201 MAIN STREET, 18TH FLOOR

DALLAS, TEXAS 75202]



     Re:     Susquehanna Media Co. (the “Issuer”) 7 3/8% Senior
               Subordinated
Notes Due 2013 (the “Notes”)


Ladies and Gentlemen:



     Reference is hereby made to the Indenture dated as of April 23, 2003
(as amended and supplemented from time to time, the “Indenture”) between the
Issuer and J.P. Morgan Trust Company, National Association, as Trustee.
Capitalized terms used but not defined herein shall have the meanings given
them in the Indenture.


     In connection with our proposed purchase of $          aggregate
principal amount of Notes, we confirm that:


     1.     We understand that the Notes have not been registered under
the Securities Act of 1933, as amended (the “Securities Act”), and may not be
sold except as permitted in the following sentence. We understand and agree, on
our own behalf and on behalf of any accounts for which we are acting as
hereinafter stated, (x) that such Notes are being offered only in a transaction
not involving any public offering within the meaning of the Securities Act, (y)
that if we should resell, pledge or otherwise transfer such Notes within two
years after the later of the date of the original issuance of the Notes and the
last date on which the Issuer or any affiliate (within the meaning of Rule 144
under the Securities Act (“Rule 144”)) of the Issuer was the owner of such
Notes
(or any predecessor of such Notes), or within three months after we cease to be
an affiliate of the Issuer, such Notes may be resold, pledged or transferred
only (i) to the Issuer, (ii) so long as Notes are eligible for resale pursuant
to Rule 144A under the Securities Act (“Rule 144A”), to a person whom we
reasonably believe is a “qualified institutional buyer” (as defined in Rule
144A) (“QIB”) that purchases for its own account or for the account of a QIB to
whom notice is given that the resale, pledge or transfer is being made in
reliance on Rule 144A, (iii) in an offshore transaction in accordance with
Regulation S under the Securities Act, (iv) to an institution that is an
“accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) of
Regulation D under the Securities Act (“Institutional Accredited Investor”)
that
has certified to the Issuer and the Trustee that it is such an accredited
investor and is acquiring the Notes for investment purposes and not for
distribution, (v) pursuant to an effective registration statement under the
Securities Act or (vi) pursuant to any other available exemption from the
registration


G - 1



 






 





requirements of the Securities Act, in each case in accordance with any
applicable securities laws of any state of the United States, and we will
notify
any purchaser of the Notes from us of the above resale restrictions, if then
applicable. We further understand that, in connection with any transfer of the
Notes by us, the Issuer and the Trustee may request, and if so requested we
will
furnish, such certificates, legal opinions and other information as they may
reasonably require to confirm that any such transfer complies with the
foregoing
restrictions. We understand that the Notes will be issued in registered form
only and that any certificates issued will bear a legend substantially to the
effect set forth in the Indenture.


     2.     We are able to fend for ourselves in this transaction, we have
such knowledge and experience in financial and business matters as to be
capable
of evaluating the merits and risks of our investment in the Notes, and we and
any accounts for which we are acting are each able to bear the economic risk of
our or its investment and can afford the complete loss of such investment.


     3.     We understand that the minimum principal amount of Notes
purchased by an Institutional Accredited Investor is $250,000.


     4.     We understand that the Issuer, the Trustee and others will
rely upon the truth and accuracy of the foregoing acknowledgments,
representations and agreements, and we agree that if any of the
acknowledgments,
representations and warranties deemed to have been made by us by our purchase
of
Notes, for our own account or for one or more accounts as to each of which we
exercise sole investment discretion, are no longer accurate, we shall promptly
notify the Issuer and the Trustee.


     5.     We are acquiring the Notes purchased by us for investment
purposes, and not for distribution, for our own account or for one or more
accounts as to each of which we exercise sole investment discretion and we are
or such account is an Institutional Accredited Investor.


G - 2



 






 





     6.     You are entitled to rely upon this letter and you are
irrevocably authorized to produce this letter or a copy hereof to any
interested
party in any administrative or legal proceeding or official inquiry with
respect
to the matters covered hereby.



	 	 	 
	 	
Very truly yours,
	 	 	 
	 	

	 	
[Name of Purchaser]
	 	 	 
	 	
By:
	 	 	

	 	 	Name:

Title:
	 	 	 
	 	
Date:
	 	 	





	 	 	 
	cc:	 	
Susquehanna Media Co.
	 	 	
140 East Market Street
	 	 	
York, PA 17401
	 	 	
Attention: Mr. Craig W. Bremer



G - 3



 






 





EXHIBIT H


FORM OF TRANSFER CERTIFICATE FOR TRANSFER

TO A NON-U. S. PERSON



[ADDRESS OF REGISTRAR

CORPORATE TRUST-CUSTOMER SERVICE

1201 MAIN STREET, 18TH FLOOR

DALLAS, TEXAS 75202]



     Re:     Susquehanna Media Co. (the “Issuer”) 7 3/8% Senior
               
Subordinated Notes due 2013 (the “Notes”)


Ladies and Gentlemen:



     Reference is hereby made to the Indenture dated as of April 23, 2003
(as amended and supplemented from time to time, the “Indenture”) between the
Issuer and J.P. Morgan Trust Company, National Association, as Trustee.
Capitalized terms used but not defined herein shall have the meanings given
them
in the Indenture.


     This letter relates to $          aggregate principal amount of
Notes which are held [in certificated form in the name of [name of transferor]
(the “Transferor”)] [through the beneficial interest of [name of transferor]
(the “Transferor”) in the Rule 144A Initial Global Note] to effect the transfer
of such Notes in exchange for Initial Certificated Notes.


     In connection with such request, the Transferor does hereby certify
that such Notes are being transferred in accordance with (i) the transfer
restrictions set forth in the Notes and (ii) Regulation S (“Regulation S”)
under
the United States Securities Act of 1933, as amended (the “Securities Act”) and
does hereby further certify that:



		
	(1)	the offer of the Notes was not made to a person in the United
States;




		
	(2)	the transaction was executed in, on or through the facilities of a designated offshore securities market, and neither the Transferor, nor
any person acting on its behalf knows that the transaction was
pre-arranged with a buyer in the United States;






		
	(3)	no directed selling efforts have been made in contravention of the
requirements of Rule 903(a) or 904(a) of Regulation S, as applicable;
and




		
	(4)	the transaction is not part of a plan or scheme to evade the
registration requirements of the Securities Act.



H - 1



 






 





     In addition, if the sale is made during a Restricted Period (as defined
in Regulation S) and the provisions of Rule 903(b)(2) or (3) or Rule 904(b)(1)
of Regulation S are applicable thereto, we confirm that such sale has been made
in accordance with the applicable provisions of Rule 903(b)(2) or (3) or Rule
904(b)(1), as the case may be.


H - 2



 






 





     You and the Issuer are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any
interested
party in any administrative or legal proceeding or official inquiry with
respect
to the matters covered hereby.



	 	 	 
	 	
Very truly yours,
	 	 	 
	 	

	 	
[Name of Purchaser]
	 	 	 
	 	
By:
	 	 	

	 	 	Name:

Title:
	 	 	 
	 	
Date:
	 	 	






	 	 	 
	cc:	 	
Susquehanna Media Co.
	 	 	
140 East Market Street
	 	 	
York, PA 17401
	 	 	
Attention: Mr. Craig W. Bremer



H - 3



 










 





EXHIBIT I


FORM OF INVESTMENT LETTER

FOR REGULATION S PURCHASERS



[ADDRESS OF REGISTRAR

CORPORATE TRUST-CUSTOMER SERVICE

1201 MAIN STREET, 18TH FLOOR

DALLAS, TEXAS 75202]



     Re:     Susquehanna Media Co. (the “Issuer”) 7 3/8% Senior
               Subordinated
Notes due 2013 (the “Notes”)


Ladies and Gentlemen:



     Reference is hereby made to the Indenture dated as of April 23, 2003
(as amended and supplemented from time to time, the “Indenture”) among the
Issuer and J.P. Morgan Trust Company, National Association, as Trustee.
Capitalized terms used but not defined herein shall have the meanings given
them in the Indenture.


     In connection with our proposed purchase of $          aggregate
principal amount of the Notes which are held [in certificated form in the name
of [name of transferor] (the “Transferor”)] [through the beneficial interest of
[name of transferor] (the “Transferor”) in the Rule 144A Initial Global Note],
we hereby certify that we are (or we will hold such Notes on behalf of) a
person
outside the United States to whom the Notes could be transferred in accordance
with Rule 904 of Regulation S promulgated under the United States Securities
Act of 1933, as amended.


I - 1



 






 





     You and the Issuer are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any
interested
party in any administrative or legal proceeding or official inquiry with
respect
to the matters covered hereby.



	 	 	 
	 	
Very truly yours,
	 	 	 
	 	

	 	
[Name of Purchaser]
	 	 	 
	 	
By:

	 	 	

	 	 	Name:

Title:
	 	 	 
	 	
Date:
	 	 	





	 	 	 
	cc:	 	
Susquehanna Media Co.
	 	 	
140 East Market Street
	 	 	
York, PA 17401
	 	 	
Attention: Mr. Craig W. Bremer



I - 2



 






 





EXHIBIT J


FORM OF REGISTRATION RIGHTS AGREEMENT



[Attached]