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EXHIBIT 4.2
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 8-1/2% SENIOR SUBORDINATED NOTES DUE 2009
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 May 15, 2009.
Interest Payment Dates: May 15 and November 15, commencing November 15,
1999.
Record Dates: May 1 and November 1.
Reference is hereby made to the further provisions of this Note set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
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Unless the certificate of authentication hereon has been duly executed by
the Trustee referred to on the reverse hereof by manual signature, this Note
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purposes.
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IN WITNESS WHEREOF, Susquehanna Media Co. has caused this Note to be
duly executed.
SUSQUEHANNA MEDIA CO.
By:__________________________________
Name:_____________________________
Title:____________________________
Attest:____________________________
Dated:_____________________________
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
CHASE MANHATTAN TRUST COMPANY, NATIONAL ASSOCIATION,
as Trustee, certifies that this is one of
the Notes referred to in the Indenture.
By:_______________________________
Authorized Signatory
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REVERSE SIDE OF EXCHANGE GLOBAL NOTE
SUSQUEHANNA MEDIA CO.
GLOBAL NOTE
REPRESENTING 8-1/2% SENIOR SUBORDINATED NOTES DUE 2009
1. Indenture.
This Note is one of a duly authorized issue of debt securities of the
Issuer (as defined below) designated as its "8-1/2% Senior Subordinated Notes
due 2009" (herein called the "Notes") limited in aggregate principal amount to
$250,000,000, issued under an indenture dated as of May 12, 1999 (as amended or
supplemented from time to time, the "Indenture") between the Issuer, as issuer,
and Chase Manhattan 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 May 15, 2009.
The Issuer shall pay interest at a rate of 8-1/2% per annum, from the
Issue Date or from the most recent Interest Payment Date thereafter to which
interest has been paid or duly provided
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for, semiannually in arrears on May 15 and November 15 of each year, commencing
on November 15, 1999, 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 May 1 or November 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,
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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.
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 May 15, 2004. 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 May 15 of the years indicated below:
Year Percentage
---- ----------
2004 104.250%
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2005 102.833%
2006 101.417%
2007 and thereafter 100.000%
In addition, at any time and from time to time prior to May 15, 2002 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 108.500% 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). Upon completion of an Asset Sale Offer
(including payment of the Asset Sale Purchase Price for accepted Notes), any
surplus Excess Proceeds that were the subject of such offer shall cease to be
Excess Proceeds, and the Issuer may then use such amounts for general corporate
purposes.
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
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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.
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
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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 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
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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.
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).
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21. CUSIP Numbers.
Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Issuer has caused CUSIP numbers to be
printed on the Notes and has directed the Trustee to use CUSIP numbers in
notices of redemption as a convenience to Holders of Notes. No representation is
made as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.
22. Governing Law.
THE INDENTURE AND THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS
MADE AND TO BE PERFORMED IN SAID STATE.
The Issuer will furnish to any Holder upon written request and without
charge to the Holder a copy of the Indenture. Requests may be made to:
Susquehanna Media Co.
140 East Market Street
York, PA 17401
Attention: Mr. Craig W. Bremer
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SCHEDULE A
SCHEDULE OF PRINCIPAL AMOUNT
The initial principal amount at maturity of this Note shall be $______________.
The following decreases/increases in the principal amount in denominations of $
1,000 or integral multiples thereof at maturity of this Note have been made:
Total Principal
Amount at Notation
Decrease in Increase in Maturity Made by
Date of Principal Principal Following such or on
Decrease/ Amount at Amount at Decrease/ Behalf of
Increase Maturity Maturity Increase Trustee
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ASSIGNMENT
(To be executed by the registered Holder
if such Holder desires to transfer this Note)
FOR VALUE RECEIVED _________________________________ hereby sells, assigns
and transfers unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
TAX IDENTIFYING NUMBER OF TRANSFEREE
______________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print name and address of transferee)
________________________________________________________________________________
this Note, together with all right, title and interest herein, and does hereby
irrevocably constitute and appoint ________________________________ Attorney to
transfer this Note on the Note Register, with full power of substitution.
Dated:_________________________
________________________________ ______________________________________
Signature of Holder Signature Guaranteed:
NOTICE: The signature to the foregoing Assignment must correspond to the Name as
written upon the face of this Note in every particular, without alteration or
any change whatsoever.
SIGNATURE GUARANTEED: Signature must be guaranteed by an Eligible Guarantor
Institution (banks, stockbrokers, savings and loan associations and credit
unions) with membership in an approved signature guarantee medallion program
pursuant to Securities and Exchange Commission Rule 17Ad-15.
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OPTION OF HOLDER TO ELECT PURCHASE
(check as appropriate)
[ ] In connection with the Change of Control Offer made pursuant to Section
4.14 of the Indenture, the undersigned hereby elects to have
[ ] the entire principal amount
[ ] $______________________ ($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.
[ ] In connection with the Asset Sale Offer made pursuant to Section 4.11 of
the Indenture, the undersigned hereby elects to have
[ ] the entire principal amount
[ ] $_______________ ($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