EX-4.7 REGISTRATION RIGHTS AGREEMENT

EXHIBIT 4.7

SUSQUEHANNA MEDIA CO.

$150,000,000

7 3/8% SENIOR SUBORDINATED NOTES DUE 2013

REGISTRATION RIGHTS AGREEMENT

New York, New York
April 23, 2003

Banc of America Securities LLC
Wachovia Securities, Inc.
       as Initial Purchasers
c/o Banc of America Securities LLC
9 West 57th Street
New York, NY 10019

Ladies and Gentlemen:

     This Registration Rights Agreement is dated as of April 23, 2003 (the “Agreement”) and is by and among Susquehanna Media Co., a Delaware corporation (the “Issuer”), and Banc of America Securities LLC and Wachovia Securities, Inc. (together, the “Initial Purchasers”).

     This Agreement is being entered into in connection with the issuance of certain 7 3/8% Senior Subordinated Notes due 2013 (the “Initial Notes”) pursuant to a Note Purchase Agreement dated as of April 15, 2003 by and among the Issuer and the Initial Purchasers (the “Note Purchase Agreement”). In connection with the Initial Purchasers’ entering into the Note Purchase Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Issuer has agreed to provide the registration rights set forth in this Agreement for the benefit of the Initial Purchasers and their direct and indirect transferees. The execution and delivery of this Agreement is a condition to the obligation of the Initial Purchasers to purchase the Initial Notes. The parties hereby agree as follows:

     1.     Definitions. Capitalized terms used herein without definition shall have their respective meanings set forth in the Note Purchase Agreement. As used in this Agreement, the following capitalized defined terms shall have the following meanings:

     “Act” means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.

     “Affiliate” means, with respect to any specified person, any other person that, directly or indirectly, is in control of, is controlled by, or is under common control with, such specified person. For purposes of this definition, “control” of a person means the power, directly or indirectly, to direct or cause the direction of the management and policies of such person whether

by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

     “Agreement” has the meaning set forth in the preamble hereto.

     “Business Day” means any day excluding Saturday, Sunday or any other day which is a legal holiday under the laws of Charlotte, North Carolina or New York, New York or is a day on which banking institutions located therein are authorized or required by law or other governmental action to close or is a day, or portion thereof, on which, for any reason, the Commission is closed.

     “Commission” means the Securities and Exchange Commission.

     “Consummate” means, with respect to a Registered Exchange Offer, the occurrence of (a) the filing and effectiveness under the Act of the Exchange Offer Registration Statement relating to the Exchange Notes to be issued in the Registered Exchange Offer, (b) the maintenance of such Registration Statement continuously effective and the keeping of the Registered Exchange Offer open for a period not less than the minimum period required pursuant to Section 2(c)(ii) hereof, (c) the Issuer’s acceptance for exchange of all Registrable Notes duly and validly tendered and not validly withdrawn pursuant to the Registered Exchange Offer and (d) the delivery by the Issuer to the Registrar under the Indenture of Exchange Notes in the same aggregate principal amount as the aggregate principal amount of Registrable Notes validly tendered by Holders thereof pursuant to the Registered Exchange Offer. The term “Consummation” or “Consummated” has a meaning correlative to the foregoing.

     “Damages Accrual Period” has the meaning assigned to it in Section 4(b) hereto.

     “Damages Payment Date” has the meaning assigned to it in Section 4(c) hereto.

     “Effectiveness Target Date” has the meaning assigned to it in Section 4(a) hereto.

     “Event” has the meaning assigned to it in Section 4(a) hereto.

     “Event Date” has the meaning assigned to it in Section 4(a) hereto.

     “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.

     “Exchange Notes” means debt securities of the Issuer identical in all material respects to the Initial Notes (except that the Liquidated Damages provisions, transfer restrictions and registration rights pertaining to the Initial Notes will be eliminated) to be issued under the Indenture.

     “Exchange Offer Registration Period” means the 270-day period following the Consummation of the Registered Exchange Offer, exclusive of any period during which any stop order shall be in effect suspending the effectiveness of the Exchange Offer Registration Statement; provided, however, that in the event that all resales of Exchange Notes (including,

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subject to the time periods set forth herein, any resales by any Exchanging Dealer) covered by such Exchange Offer Registration Statement have been made, the Exchange Offer Registration Statement need not thereafter remain continuously effective for such period.

     “Exchange Offer Registration Statement” means a registration statement of the Issuer on an appropriate form under the Act with respect to the Registered Exchange Offer, all amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein, and all exhibits thereto.

     “Exchanging Dealer” means any Holder (which may include the Initial Purchasers) that is a broker-dealer, electing to exchange Initial Notes acquired for its own account as a result of market-making activities or other trading activities for Exchange Notes.

     “Holder” means any holder from time to time of Registrable Notes (including the Initial Purchasers).

     “Indenture” means the Indenture dated as of April 23, 2003 by and among the Issuer and J.P. Morgan Trust Company, National Association, as trustee.

     “Initial Notes” has the meaning set forth in the preamble hereto.

     “Initial Purchasers” has the meaning set forth in the preamble hereto.

     “Issuer” has the meaning set forth in the preamble hereto.

     “Liquidated Damages” has the meaning set forth in Section 4(b) hereto.

     “Losses” has the meaning set forth in Section 7(d) hereto.

     “Majority Holders” means the Holders of a majority of the aggregate principal amount of Registrable Notes registered under a Registration Statement.

     “Managing Underwriters” means the investment banker or investment bankers and manager or managers that shall administer an underwritten offering under a Shelf Registration Statement.

     “Note Purchase Agreement” has the meaning set forth in the preamble hereto.

     “Prospectus” means the prospectus included in any Registration Statement (including, without limitation, a prospectus that discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Notes covered by such Registration Statement, and all amendments and supplements to the Prospectus, including post-effective amendments.

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     “Registered Exchange Offer” means the proposed offer to the Holders to issue and deliver to such Holders, in exchange for the Initial Notes, a like principal amount of Exchange Notes.

     “Registrable Notes” means each Initial Note upon original issuance of the Initial Notes and, at all times subsequent thereto, each Exchange Note as to which clauses (iii), (iv) or (v) of the first paragraph of Section 3 hereof are applicable upon original issuance and at all times subsequent thereto, until in the case of any such Initial Note or Exchange Note, as the case may be, the earliest to occur of (i) a Registration Statement (other than, with respect to any Exchange Note as to which clauses (iii), (iv) or (v) of the first paragraph of Section 3 hereof are applicable, the Exchange Registration Statement) covering such Initial Note or Exchange Note, as the case may be, has been declared effective by the Commission and such Initial Note (unless such Initial Note was not validly tendered for exchange by the Holder thereof) or Exchange Note, as the case may be, has been disposed of in accordance with such effective Registration Statement, (ii) such Initial Note or Exchange Note, as the case may be, is sold in compliance with Rule 144, or (iii) such Initial Note or Exchange Note, as the case may be, ceases to be outstanding for purposes of the Indenture.

     “Registration Statement” means any Exchange Offer Registration Statement or Shelf Registration Statement that covers any of the Registrable Notes pursuant to the provisions of this Agreement, amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein, and all exhibits thereto.

     “Shelf Registration” means a registration effected pursuant to Section 3 hereof.

     “Shelf Registration Period” has the meaning set forth in Section 3(b) hereof.

     “Shelf Registration Statement” means a “shelf” registration statement of the Issuer pursuant to the provisions of Section 3 hereof, which covers some or all of the Registrable Notes, as applicable, on an appropriate form under Rule 415 under the Act, or any similar rule that may be adopted by the Commission, all amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein.

     “Shelf Registration Trigger Date” means the date on which the filing of a Shelf Registration Statement is requested or required under Section 3 hereof.

     “Trustee” means the trustee with respect to the Initial Notes or Exchange Notes, as applicable, under the Indenture.

     “Underwriter” means any underwriter of Registrable Notes in connection with an offering thereof under a Shelf Registration Statement.

     2.     Registered Exchange Offer; Resales of Exchange Notes by Exchanging Dealers; Private Exchange. (a) The Issuer shall prepare and, not later than 60 days from the date of original issuance of the Initial Notes (or, if such 60th day is not a Business Day, by the first

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Business Day thereafter), shall file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Issuer shall use its best efforts (i) to cause the Exchange Offer Registration Statement to be declared effective under the Act, at the earliest possible time, but in any event, within 135 days from the date of original issuance of the Initial Notes (or, if such 135th day is not a Business Day, by the first Business Day thereafter), and (ii) to Consummate the Registered Exchange Offer within 30 Business Days from the date the Exchange Offer Registration Statement becomes effective.

     (b)     Upon the effectiveness of the Exchange Offer Registration Statement, the Issuer shall promptly commence and Consummate the Registered Exchange Offer. The objective of such Registered Exchange Offer is to enable each Holder electing to exchange Registrable Notes for Exchange Notes (assuming that such Holder (x) is not an “affiliate” of the Issuer within the meaning of the Act, (y) is not a broker-dealer that acquired the Registrable Notes in a transaction other than as a part of its market-making or other trading activities and (z) if such Holder is not a broker-dealer, acquires the Exchange Notes in the ordinary course of such Holder’s business, is not participating in the distribution of the Exchange Notes and has no arrangements or understandings with any person to participate in the distribution of the Exchange Notes) to resell such Exchange Notes from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States.

     (c)     In connection with the Registered Exchange Offer, the Issuer shall:

     (d)     The Issuer may suspend the use of the Prospectus for a period not to exceed 30 days in any three-month period or for three periods not to exceed an aggregate of 90 days in any twelve-month period for valid business reasons, to be determined by the Issuer in its reasonable judgment (not including avoidance of its obligations hereunder), including, without limitation, the acquisition or divestiture of assets, public filings with the Commission, pending corporate developments and similar events; provided, that the Issuer promptly thereafter complies with the requirements of Section 5(k) hereof, if applicable.

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     (e)     As soon as practicable after the Consummation of the Registered Exchange Offer, the Issuer shall cause the Trustee promptly to authenticate and deliver to each Holder Exchange Notes equal in principal amount to the Registrable Notes of such Holder so accepted for exchange.

     (f)     The Initial Purchasers and the Issuer acknowledge that, pursuant to current interpretations by the staff of the Commission of Section 5 of the Act, and in the absence of an applicable exemption therefrom, (i) each Exchanging Dealer is required to deliver a Prospectus in connection with a sale of any Exchange Notes received by such Exchanging Dealer pursuant to the Registered Exchange Offer in exchange for Registrable Notes acquired for its own account as a result of market-making activities or other trading activities and (ii) an Initial Purchaser that elects to sell any notes acquired in exchange for Initial Notes constituting any portion of an unsold allotment, is required to deliver a Prospectus containing the information required by Items 507 and 508 or Regulation S-K under the Act, as applicable, in connection with such sale. Accordingly, the Issuer shall:

     (g)     In the event that the Initial Purchasers determine that they are not eligible to participate in the Registered Exchange Offer with respect to the exchange of Registrable Notes constituting any portion of an unsold allotment, upon the effectiveness of the Shelf Registration Statement as contemplated by Section 3 hereof and at the request of the Initial Purchasers, the Issuer shall issue and deliver to the Initial Purchasers, or to the party purchasing Registrable Notes registered under the Shelf Registration Statement from the Initial Purchasers, in exchange for such Registrable Notes, a like principal amount of Exchange Notes. The Issuer shall use its best efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for such Exchange Notes as for Exchange Notes issued pursuant to the Registered Exchange Offer.

     3.     Shelf Registration. If, (i) because of any change in law or applicable interpretations thereof by the Commission’s staff, the Issuer determines upon advice of its counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof, or (ii) the Registered Exchange Offer is not Consummated within 30 Business Days from the date the Exchange Offer Registration Statement becomes effective or 180 days from the date of original issuance of the Initial Notes (or, if such 180th day is not a Business

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Day, by the first Business Day thereafter), or (iii) the Initial Purchasers so request following Consummation of the Registered Exchange Offer with respect to Registrable Notes held by them as a result of the purchase of such Registrable Notes directly from the Issuer and the Initial Purchasers are not eligible to receive Exchange Notes pursuant to the Registered Exchange Offer in respect of such Registrable Notes, or (iv) upon request, any Holder (other than the Initial Purchasers) is not eligible to participate in the Registered Exchange Offer or the Exchange Notes such Holder would receive in the Registered Exchange Offer could only be reoffered and resold by such Holder upon compliance with the registration and prospectus delivery requirements of the Act and the delivery of the Prospectus contained in the Exchange Offer Registration Statement, as appropriately amended, is not a legally available alternative, or (v) upon request, in the case where the Initial Purchasers participate in the Registered Exchange Offer or acquire Exchange Notes pursuant to Section 2(g) hereof, the Initial Purchasers do not receive freely tradable Exchange Notes in exchange for Initial Notes constituting any portion of an unsold allotment (it being understood that, for purposes of this Section 3, (x) the requirement that the Initial Purchasers deliver a Prospectus containing the information required by Items 507 and/or 508 of Regulation S-K under the Act in connection with sales of Exchange Notes acquired in exchange for such Registrable Notes shall not result in such Exchange Notes being not “freely tradable” and (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of Exchange Notes acquired in the Registered Exchange Offer in exchange for Registrable Notes acquired as a result of market-making activities or other trading activities shall not result in such Exchange Notes being not “freely tradable”), the following provisions shall apply (the date on which any of the conditions described in the foregoing clauses (i) through (v) occur, including in the case of clauses (iii) through (v) the receipt of the required request, being a “Shelf Registration Trigger Date”):

     (a)     The Issuer shall prepare, and not later than 30 days following the Shelf Registration Trigger Date (or, if such 30th day is not a Business Day, by the first Business Day thereafter), shall file with the Commission and thereafter, but not later than 135 days following the Shelf Registration Trigger Date (or, if such 135th day is not a Business Day, by the first Business Day thereafter), shall use its best efforts to cause to be declared effective under the Act a Shelf Registration Statement relating to the offer and sale of the Registrable Notes by the Holders from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; provided, that with respect to Exchange Notes received by the Initial Purchasers in exchange for Registrable Notes constituting any portion of an unsold allotment, the Issuer may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Regulation S-K, Items 507 and/or 508, as applicable, in satisfaction of their obligations under this paragraph (a) with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement.

     (b)     The Issuer shall use its best efforts to keep such Shelf Registration Statement continuously effective in order to permit the Prospectus forming a part thereof to be usable by Holders until the earliest of (i) the second anniversary of the date on which the filing of a Shelf Registration Statement was required or requested pursuant to this Section 3, (ii) the date on which the Registrable Notes may be sold pursuant to Rule 144(k) (or any successor provision)

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promulgated by the Commission under the Act and (iii) such date as of which all the Registrable Notes have been sold pursuant to the Shelf Registration Statement (in any such case, such period being called the “Shelf Registration Period”). The Issuer shall be deemed not to have used its best efforts to keep the Shelf Registration Statement effective during the requisite period if it shall voluntarily take any action that would result in Holders of Registrable Notes covered thereby not being able to offer and sell such notes during that period, unless such action is (x) required by applicable law or (y) pursuant to Section 3(c) hereof, and, in either case, so long as the Issuer promptly thereafter complies with the requirements of Section 5(k) hereof, if applicable.

     (c)     The Issuer may suspend the use of the Prospectus for a period not to exceed 30 days in any three-month period or for three periods not to exceed an aggregate of 90 days in any twelve-month period for valid business reasons, to be determined by the Issuer in its reasonable judgment (not including avoidance of their obligations hereunder), including, without limitation, the acquisition or divestiture of assets, public filings with the Commission, pending corporate developments and similar events; provided, that the Issuer promptly thereafter complies with the requirements of Section 5(k) hereof, if applicable.

     (d)     No Holder of Registrable Notes may include any of its Registrable Notes in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Issuer in writing, within 5 Business Days after receipt of a request therefor, such information as the Issuer may reasonably request for use in connection with any Shelf Registration Statement or Prospectus or preliminary Prospectus included therein. No Holder of Registrable Notes shall be entitled to Liquidated Damages pursuant to Section 4 hereof unless and until such Holder shall have provided all such reasonably requested information, within 5 Business Days after receipt of a request therefor. Each Holder as to which any Shelf Registration Statement is being effected agrees to furnish promptly to the Issuer all information required to be disclosed in order to make the information previously furnished to the Issuer by such Holder not misleading.

     4.     Liquidated Damages.

     (a)     The parties hereto agree that the Holders of the Exchange Notes or the Registrable Notes, as the case may be, will suffer damages, and that it would not be feasible to ascertain the extent of such damages with precision, if (i) either the Exchange Offer Registration Statement or the Shelf Registration Statement has not been filed on or prior to the date specified for such filing in this Agreement, (ii) the Exchange Offer Registration Statement or the Shelf Registration Statement has not been declared effective under the Act on or prior to the target date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) the Registered Exchange Offer has not been Consummated within 30 Business Days after the Exchange Offer Registration Statement has been declared effective, (iv) prior to the end of the Exchange Offer Registration Period or the Shelf Registration Period, the Commission shall have issued a stop order suspending the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, or proceedings have been initiated with respect to the Registration Statement under Section 8(d) or 8(e) of the Act, (v) the aggregate number of days in any one such suspension period exceeds the period permitted pursuant to Section 2(d) or 3(c)

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hereof, as each may be applicable, or (vi) the number of suspension periods exceeds the number permitted pursuant to Section 2(d) or 3(c) hereof, as each may be applicable (each of the events of a type described in any of the foregoing clauses (i) through (vi) are individually referred to herein as an “Event;” and the date specified for the filing of the Registration Statement in the case of clause (i), the target date specified for the declaration of the effectiveness of the Registration Statement in the case of clause (ii), the date specified for the Consummation of the Registered Exchange Offer in the case of clause (iii), the date on which the effectiveness of a Registration Statement has been suspended or proceedings with respect to the Registration Statement under Section 8(d) or 8(e) of the Act have been commenced in the case of clause (iv), the date on which the duration of a suspension period exceeds the periods permitted by Section 2(d) or 3(c) hereof, as each may be applicable, in the case of clause (v), and the date of the commencement of a suspension period that causes the limit on the number of suspension periods under Section 2(d) or 3(c) hereof, as each may be applicable, to be exceeded in the case of clause (vi), are referred to herein as an “Event Date”). Events shall be deemed to continue until the date of the termination of such Event, which shall be the following date with respect to the respective types of Events: the date the Registration Statement is filed in the case of an Event of the type described in clause (i), the date the Registration Statement is declared effective under the Act in the case of an Event described in clause (ii), the date a Registered Exchange Offer is Consummated in the case of an Event described in clause (iii), the date that all stop orders suspending effectiveness of the Registration Statement have been removed and the proceedings initiated with respect to the Registration Statement under Section 8(d) or 8(e) of the Act have terminated, as the case may be, in the case of Events of the types described in clause (iv), termination of the suspension period which caused the aggregate number of days in any one suspension period to exceed the number permitted by Section 2(d) or 3(c) to be exceeded in the case of Events of the type described in clause (v), and termination of the suspension period the commencement of which caused the number of suspension periods permitted by Section 2(d) or 3(c) to be exceeded in the case of Events of the type described in clause (vi).

     (b)     Accordingly, upon the occurrence of any Event and until such time as there are no Events which have occurred and have not terminated (a “Damages Accrual Period”), commencing on the Event Date on which such Damages Accrual Period began, the Issuer agrees to pay to each Holder, as liquidated damages (the “Liquidated Damages”), and not as a penalty, with respect to the first 60-day period immediately following the Event Date and until such Event shall have terminated, an additional amount equal to $0.05 per week per $1,000 of the principal amount of Exchange Notes or Registrable Notes held by such Holder. The amount of the liquidated damages shall increase by an additional $0.05 per week per $1,000 of such principal amount with respect to each subsequent 60-day period until such Event shall have terminated, up to a maximum amount of liquidated damages of $0.30 per week per $1,000 of the principal amount of the Exchange Notes or Registrable Notes held. The Issuer shall not be required to pay Liquidated Damages for more than one Event at any given time. Notwithstanding the foregoing, no Liquidated Damages shall accrue after the expiration of the Exchange Offer Registration Period or the Shelf Registration Period, as applicable.

     (c)     Liquidated Damages due on any Exchange Note or Registrable Note, as the case may be, shall be payable on each date during the Damages Accrual Period on which interest is regularly due on such notes, and on the date on which interest is due on the notes immediately

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following (or which would have followed) the termination of such Damages Accrual Period (the “Damages Payment Dates”). The Issuer shall pay the Liquidated Damages due on any Registrable Notes or Exchange Notes by depositing with the Trustee under the Indenture, in trust, for the benefit of the Holders of Exchange Notes or Registrable Notes, as the case may be, entitled thereto, at least one Business Day prior to the applicable Damages Payment Date, sums sufficient to pay the Liquidated Damages accrued or accruing since the last preceding Damages Payment Date to such Damages Payment Date. The Trustee shall be entitled, on behalf of the Holders of Exchange Notes or Registrable Notes, as the case may be, to seek any available remedy for the enforcement of this Agreement, including for the payment of such Liquidated Damages. Notwithstanding the foregoing, the parties agree that the sole remedy payable for a violation of the terms of this Agreement with respect to which Liquidated Damages are expressly provided shall be such Liquidated Damages. Nothing shall preclude a Holder of Exchange Notes or Registrable Notes from pursuing or obtaining specific performance or other equitable relief with respect to any violation of this Agreement for which liquidated damages are not expressly provided by this Agreement.

     (d)     All of the Issuer’s obligations set forth in this Section 4 which are outstanding with respect to any Exchange Note or Registrable Note at the time such note ceases to be covered by an effective Registration Statement shall survive until such time as all such obligations with respect to such security have been satisfied in full (notwithstanding termination of the Agreement).

     5.     Registration Procedures. In connection with any Shelf Registration Statement and, to the extent applicable, any Exchange Offer Registration Statement, the following provisions shall apply:

     (a)     The Issuer shall furnish to the Initial Purchasers, prior to the filing thereof with the Commission, a copy of any Registration Statement, and each amendment thereof and each amendment or supplement, if any, to the Prospectus included therein and shall use its best efforts to reflect in each such document, when so filed with the Commission, such comments as the Initial Purchasers reasonably may propose, any such comments to be provided within 5 Business Days of receipt of any documents to be provided under this Section 5(a).

     (b)     The Issuer shall ensure that:

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provided, that no representation or agreement shall be required to be made hereby with respect to information with respect to the Initial Purchasers, any Underwriter or any Holder required to be included in any Registration Statement or Prospectus pursuant to the Act or the rules and regulations thereunder or provided in writing by the Initial Purchasers, any Holder or any Underwriter specifically for inclusion in any Registration Statement or Prospectus.

     (c)     (1)     The Issuer shall advise the Initial Purchasers and, in the case of a Shelf Registration Statement, the Holders of Registrable Notes covered thereby, and, if requested by the Initial Purchasers or any such Holder, confirm such advice in writing:

               (2)     The Issuer shall advise the Initial Purchasers and, in the case of a Shelf Registration Statement, the Holders of Registrable Notes covered thereby, and, in the case of an Exchange Offer Registration Statement, any Exchanging Dealer that has provided in writing to the Issuer a telephone or facsimile number and address for notices, and, if requested by the Initial Purchasers or any such Holder or Exchanging Dealer, confirm such advice in writing:

     (d)     The Issuer shall use its best efforts to obtain the withdrawal of any order suspending the effectiveness of any Registration Statement at the earliest possible time and in

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any event shall within 30 days of any such order (or, if such 30th day is not a Business Day, by the first Business Day thereafter) amend the Registration Statement covering all of the Registrable Notes (whereupon references herein to the Registration Statement shall be deemed to include reference to such additional filing).

     (e)     The Issuer shall furnish to each Holder of Registrable Notes included within the coverage of any Shelf Registration Statement, without charge, at least one copy of such Shelf Registration Statement and any post-effective amendment thereto, including financial statements and schedules, and, if the Holder so requests in writing, all exhibits thereto (including those incorporated by reference).

     (f)     The Issuer shall, during the Shelf Registration Period, deliver to each Holder of Registrable Notes included within the coverage of any Shelf Registration Statement, without charge, as many copies of the Prospectus (including each preliminary Prospectus) included in such Shelf Registration Statement and any amendment or supplement thereto as such Holder may reasonably request; and the Issuer consents to the use of the Prospectus or any amendment or supplement thereto by each of the selling Holders of Registrable Notes in connection with the offering and sale of the Registrable Notes covered by the Prospectus or any amendment or supplement thereto.

     (g)     The Issuer shall furnish to each Exchanging Dealer that so requests, without charge, at least one copy of the Exchange Offer Registration Statement and any post-effective amendment thereto, including financial statements and schedules, any documents incorporated by reference therein and, if the Exchanging Dealer so requests in writing, all exhibits thereto (including those incorporated by reference).

     (h)     The Issuer shall, during the Exchange Offer Registration Period, deliver to each Exchanging Dealer, without charge, as many copies of the Prospectus (including each preliminary Prospectus) included in such Exchange Offer Registration Statement and any amendment or supplement thereto as such Exchanging Dealer may reasonably request; and the Issuer consents to the use of the Prospectus or any amendment or supplement thereto by any such Exchanging Dealer in connection with the offering and sale of the Exchange Notes, as provided in Section 2(f) above.

     (i)     Prior to the Registered Exchange Offer or any other offering of Registrable Notes pursuant to any Registration Statement, to the extent required by state securities or blue sky laws, the Issuer shall register, qualify or cooperate with the Holders of Registrable Notes included therein and their respective counsel in connection with the registration or qualification of such Registrable Notes for offer and sale under the securities or blue sky laws of such states as any such Holders reasonably request in writing and do any and all other acts or things reasonably necessary or advisable to enable the offer and sale in such jurisdictions of the Registrable Notes covered by such Registration Statement; provided, however, that the Issuer will not be required to qualify generally to do business in any jurisdiction in which it is not then so qualified, to file any general consent to service of process or to take any action which would subject it to general service of process or to taxation in any such jurisdiction where it is not then so subject.

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     (j)     The Issuer shall cooperate with the Holders to facilitate the timely preparation and delivery of certificates representing Registrable Notes to be sold pursuant to any Registration Statement free of any restrictive legends and in denominations and registered in such names as Holders may request prior to sales of Registrable Notes pursuant to such Registration Statement.

     (k)     Upon the occurrence of any event contemplated by paragraph (c)(2)(iii) of this Section 5, the Issuer shall promptly prepare and file a post-effective amendment to any Registration Statement or an amendment or supplement to the related Prospectus or any other required document so that, as thereafter delivered to purchasers of the Registrable Notes included therein, the Prospectus will not include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

     (l)     The Issuer shall, not later than the effective date of such Registration Statement, obtain a CUSIP number for the Registrable Notes or Exchange Notes registered under such Registration Statement which CUSIP number shall be the same as the CUSIP number for the publicly traded notes issued in exchange for the Issuer’s 8 1/2% Senior Subordinated Notes due 2009 originally issued on May 12, 1999 and to cause such CUSIP number to be assigned to the Registrable Notes or Exchange Notes (or to the maximum aggregate principal amount of the securities to which such number may be assigned). Upon compliance with the foregoing requirements of this Section 5(l), the Issuer shall provide the Trustee with global certificates for such Registrable Notes or Exchange Notes, in a form eligible for deposit with The Depository Trust Company.

     (m)     The Issuer shall use its best efforts to comply with all applicable rules and regulations of the Commission and shall make generally available to its security holders as soon as practicable after the effective date of the applicable Registration Statement an earnings statement satisfying the provisions of Section 11(a) of the Act and Rule 158 promulgated thereunder.

     (n)     The Issuer may require each Holder of Registrable Notes to be sold pursuant to any Shelf Registration Statement to furnish to the Issuer such information regarding the Holder and the distribution of such Registrable Notes as may, from time to time, be reasonably required by the Act and the rules and regulations promulgated thereunder, and the obligations of the Issuer to any Holder hereunder shall be expressly conditioned on the compliance of such Holder with such request. The Issuer may exclude from the Shelf Registration Statement the Registrable Notes of any Holder that unreasonably fails to furnish the information required by this Section 5(n) within 5 Business Days of receiving such request. To the extent such Holder’s Registrable Notes are excluded from the Shelf Registration Statement pursuant to this Section 5(n), such Holder shall not be entitled to Liquidated Damages provided for herein from and after the date of such exclusion.

     (o)     The Issuer shall, if requested, promptly incorporate in a Prospectus supplement or post-effective amendment to a Shelf Registration Statement (i) such information as the Majority Holders provide or, if the Registrable Notes are being sold in an underwritten offering, as the Managing Underwriters and the Majority Holders reasonably agree should be included therein

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and provide to the Issuer in writing for inclusion in the Shelf Registration Statement or Prospectus, and (ii) such information as a Holder may provide from time to time to the Issuer in writing for inclusion in a Prospectus or any Shelf Registration Statement concerning such Holder and the distribution of such Holder’s Registrable Notes and, in either case, shall make all required filings of such Prospectus supplement or post-effective amendment as soon as practicable after being notified in writing of the matters to be incorporated in such Prospectus supplement or post-effective amendment. Any information provided for inclusion in the Shelf Registration Statement pursuant to this Section 5(o) must be either (i) required under the federal securities laws or (ii) of the nature and content customarily provided by a selling security holder or an underwriter, as applicable.

     (p)     In the case of any Shelf Registration Statement, the Issuer shall enter into such agreements (including underwriting agreements in customary form) and take all other customary and appropriate actions as may be reasonably requested in order to expedite or facilitate the registration or the disposition of any Registrable Notes, and in connection therewith, if an underwriting agreement is entered into, cause the same to contain indemnification provisions and procedures no less favorable than those set forth in Section 7 (or such other provisions and procedures acceptable to the Majority Holders and the Managing Underwriters, if any, with respect to all parties to be indemnified pursuant to Section 7 from Holders of Exchange Notes to the Issuer). In the event any Shelf Registration Statement is prepared and filed in connection with an underwritten offering, the managing underwriters in connection therewith shall be reasonably acceptable to the Issuer provided, that in no event shall the Issuer be responsible for the payment of broker, dealer, or underwriting discounts or commission (or their attorney’s or expert’s fees and expenses) or transfer taxes with respect to the sale of the Registrable Notes.

     (q)     In the case of any Shelf Registration Statement, the Issuer shall:

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     6.     Registration Expenses. The Issuer shall bear all expenses incurred in connection with the performance of its obligations under Sections 2, 3, 4 and 5 hereof (other than brokers’, dealers’ and underwriters’ discounts and commissions and brokers’, dealers’ and underwriters’ counsel or other expert fees or transfer or other taxes) and shall reimburse the Holders for the reasonable fees and disbursements of one firm or counsel designated by the Majority Holders to act as counsel for the Holders in connection therewith.

     7.     Indemnification and Contribution.

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     (b)     Each Holder of Registrable Notes covered by a Registration Statement severally agrees to indemnify and hold harmless (i) the Issuer, (ii) each of its directors, (iii) each of its officers who signs such Registration Statement and (iv) each person who controls the Issuer within the meaning of either the Act or the Exchange Act to the same extent as the foregoing indemnity from the Issuer to each such Holder, but only with reference to written information relating to such Holder furnished to the Issuer by or on behalf of such Holder specifically for inclusion in the documents referred to in the foregoing indemnity.

     (c)     Promptly after receipt by an indemnified party under this Section 7 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 7, notify the indemnifying party in writing of the commencement thereof, but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party

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of substantial rights and defenses or otherwise materially increases the liability for which indemnification is being sought and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel reasonably acceptable to the issuer), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel (and local counsel) if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel, in the reasonable judgment of the indemnified party, with an actual or potential conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party and such additional or different defenses present such counsel with an actual conflict of interest, (iii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall have authorized the indemnified party to employ separate counsel at the expense of the indemnifying party; provided, further, that the indemnifying party shall not be responsible for the fees and expenses of more than one separate counsel (together with appropriate local counsel) representing all the indemnified parties under paragraph (a)(i), paragraph (a)(ii) or paragraph (b) above. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding.

     (d)     In the event that the indemnity provided in paragraph (a) or (b) of this Section 7 is unavailable to or insufficient to hold harmless an indemnified party for any reason, then each applicable indemnifying party, in lieu of indemnifying such indemnified party, shall have a joint and several obligation to contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating or defending same) (collectively “Losses”) incurred by such indemnified party in such proportion as is appropriate to reflect the relative benefits received by such indemnifying party, on the one hand, and such indemnified party, on the other hand, from the Registration Statement which resulted in such Losses; provided, however, that in no case shall any Underwriter be responsible for any amount in excess of the underwriting discount or commission applicable to the Registrable Notes purchased by such Underwriter under the Registration Statement which resulted in such Losses. If the allocation provided by the immediately preceding sentence is

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unavailable for any reason, the indemnifying party and the indemnified party shall contribute in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of such indemnifying party, on the one hand, and such indemnified party, on the other hand, in connection with the statements or omissions which resulted in such Losses as well as any other relevant equitable considerations. Benefits received by the Issuer shall be deemed to be equal to the sum of (x) the aggregate principal amount of the Initial Notes and (y) the total amount of Liquidated Damages which the Issuer was not required to pay as a result of registering the Registrable Notes covered by the Registration Statement which resulted in such Losses. Benefits received by any Holder shall be deemed to be equal to the value of receiving Registrable Notes registered under the Act. Benefits received by any Underwriter shall be deemed to be equal to the total underwriting discounts and commissions, as set forth on the cover page of the Prospectus forming a part of the Registration Statement which resulted in such Losses. Relative fault shall be determined by reference to whether any alleged untrue statement or omission relates to information provided by the indemnifying party, on the one hand, or by the indemnified party, on the other hand. The parties agree that it would not be just and equitable if contribution were determined by pro rata allocation or any other method of allocation which does not take account of the equitable considerations referred to above. Notwithstanding the provisions of this paragraph (d), no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 7, each person who controls a Holder within the meaning of either the Act or the Exchange Act and each director, officer, employee and agent of such Holder shall have the same rights to contribution as such Holder, and each person who controls the Issuer within the meaning of either the Act or the Exchange Act, each officer of the Issuer who shall have signed the Registration Statement and each director of the Issuer shall have the same rights to contribution as the Issuer, subject in each case to the applicable terms and conditions of this paragraph (d).

     (e)     The provisions of this Section 7 will remain in full force and effect, regardless of any investigation made by or on behalf of any Holder, the Issuer or any of the officers, directors or controlling persons referred to in Section 7 hereof, and will survive the sale by a Holder of Registrable Notes covered by a Registration Statement.

     8.     Rules 144 and 144A

     The Issuer covenants that it will file the reports required to be filed by it under the Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder in a timely manner in accordance with the requirements of the Act and the Exchange Act and, if at any time the Issuer is not required to file such reports and does not otherwise file such reports, it will, upon the request of any Holder of Registrable Notes, make publicly available annual reports and such information, documents and other reports of the type specified in Sections 13 and 15(d) of the Exchange Act. The Issuer further covenants, for so long as any Registrable Notes remain outstanding and it is not otherwise subject to Section 13 or 15(d) of the Exchange Act, to make available to any Holder or beneficial owner of Registrable Notes in connection with any sale thereof and any prospective purchaser of such Registrable Notes from such Holder or beneficial owner the information required by Rule 144A(d)(4) under the Act in order to permit resales of such Registrable Notes pursuant to Rule 144A.

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     9.     Miscellaneous.

     (a)     No Inconsistent Agreements. The Issuer has not, as of the date hereof, entered into and it shall not, on or after the date hereof, enter into any agreement that is inconsistent with the rights granted to the Holders herein or otherwise conflicts with the provisions hereof.

     (b)     Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, qualified, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the Issuer has obtained the written consent of the Majority Holders. Notwithstanding the foregoing, a waiver or consent to departure from the provisions hereof with respect to a matter that relates exclusively to the rights of Holders whose Registrable Notes are being sold pursuant to a Shelf Registration Statement or whose Initial Notes are being exchanged pursuant to an Exchange Offer Registration Statement, as the case may be, and which does not directly or indirectly affect the rights of other Holders may be given by such Holders, determined on the basis of notes being sold rather than registered; and, furthermore, the signatories hereto may make any amendment that does not, in the good faith opinion of the board of directors of the Issuer (as evidenced by a resolution of such board) materially affect any Holder. Notwithstanding any of the foregoing, no amendment, modification, supplement, waiver or consents to any departure from the provisions of Section 7 hereof shall be effective as against any Holder of Registrable Notes unless consented to in writing by such Holder.

     (c)     Notices. All notices, requests, consents, approvals, demands, waivers or other communications hereunder shall be in writing and sent by (i) personal delivery, (ii) certified or registered mail, postage prepaid, (iii) overnight courier or (iv) telecopier, to the parties at the following addresses or such other addresses as may be designated in writing by the respective parties:

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     Notices shall be deemed effective (x) upon receipt in the case of personal delivery or via overnight courier, (y) five Business Days after the date of mailing in the case of certified or registered mail and (z) the first Business Day after receipt is acknowledged if sent by telecopier.

     The Issuer by notice to the others may designate additional or different addresses for subsequent notices or communications.

     (d)     Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties, including, without the need for an express assignment or any consent by the Issuer thereto, subsequent Holders. The Issuer hereby agrees to extend the benefits of this Agreement to any Holder and any such Holder may specifically enforce, and shall be bound by, the provisions of this Agreement as if an original party hereto.

     (e)     Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

     (f)     Heading. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

     (g)     Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in said State, without regard to the conflicts of law rules thereof.

     (h)     Severability. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions hereof shall not be in any way impaired or affected thereby, it being intended that all of the rights and privileges of the parties shall be enforceable to the fullest extent permitted by law.

     (i)     Notes Held by the Issuer, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Registrable Notes or Exchange Notes is required hereunder, Registrable Notes or Exchange Notes held by the Issuer or its Affiliates (other than subsequent Holders of Registrable Notes or Exchange Notes if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such notes) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.

* * *

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     Please confirm that the foregoing correctly sets forth the agreement between the Issuer and the Initial Purchasers.

[Registration Rights Agreement]

The foregoing Agreement is hereby
accepted as of the date first above written.

BANC OF AMERICA SECURITIES LLC
WACHOVIA SECURITIES, INC.

By: Banc of America Securities LLC

[Registration Rights Agreement]

ANNEX A

Each broker-dealer that receives Exchange Notes for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes received in exchange for Initial Notes where such Initial Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date and ending on the close of business 270 days after the Expiration Date, it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.”

ANNEX B

Each broker-dealer that receives Exchange Notes for its own account in exchange for Initial Notes, where such Initial Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes. See “Plan of Distribution.”

ANNEX C

PLAN OF DISTRIBUTION

     Each broker-dealer that receives Exchange Notes for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes received in exchange for Initial Notes where such Initial Notes were acquired as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date and ending on the close of business 270 days after the Expiration Date, it will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until          , 2003, all dealers effecting transactions in the Exchange Notes may be required to deliver a prospectus.

     The Company will not receive any proceeds from any sale of Exchange Notes by broker-dealers. Exchange Notes received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such Exchange Notes. Any broker-dealer that resells Exchange Notes that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit from any such resale of Exchange Notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

     For a period of 270 days after the Expiration Date, the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holders of the Initial Notes) other than dealers’ and brokers’ discounts, commissions and counsel fees and will indemnify the holders of the Initial Notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

[If applicable, add information required by Regulation
S-K Items 507 and/or 508.]

ANNEX D

     The undersigned represents that it is not an affiliate of the Company, that any Exchange Notes to be received by it will be acquired in the ordinary course of business and that at the time of the commencement of the Registered Exchange Offer it had no arrangement with any person to participate in a distribution of the Exchange Notes.

     In addition, if the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Initial Notes, it represents that the Initial Notes to be exchanged for Exchange Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.