exv4wxfy






Exhibit 4(f)




ASSIGNMENT AND ACCEPTANCE




     Reference is made to the Credit Agreement dated as of July 29, 2003 (as amended and in effect
on the date hereof, the “Credit Agreement”), among Saga Communications, Inc., a Delaware
corporation, the Lenders party thereto, Union Bank of California, N.A., as Syndication Agent, Bank
of America, N.A., as Documentation Agent, and The Bank of New York Mellon, formerly The Bank of New
York, as Administrative Agent. Terms defined in the Credit Agreement are used herein with the same
meanings.



     The Assignor named below hereby sell and assign, without recourse, to the Assignee named
below, and the Assignee hereby purchases and assumes, without recourse, from the Assignor,
effective as of the Assignment Date, the interests set forth below (the “Assigned
Interest”) in the Assignor’s rights and obligations under the Credit Agreement, including,
without limitation, the interests set forth below in the Revolving Commitment of the Assignor on
the Assignment Date and the Revolving Loans owing to the Assignor that are outstanding on the
Assignment Date, together with all of the related participations held by the Assignor in respect of
the Letters of Credit (including its LC Exposure), but excluding accrued interest and fees to and
excluding the Assignment Date. The Assignee hereby acknowledges receipt of a copy of the Credit
Agreement. From and after the Assignment Date, (i) the Assignee shall be a party to and be bound
by the provisions of the Credit Agreement and, to the extent of the Assigned Interest, have the
rights and obligations of a Lender under the Loan Documents and (ii) the Assignor shall, to the
extent of the Assigned Interests, relinquish its rights and be released from its obligations under
the Loan Documents.



     This Assignment and Acceptance is being delivered to the Administrative Agent, together with
(i) if the Assignee is a Foreign Lender, any documentation required to be delivered by the Assignee
pursuant to Section 3.7(e) of the Credit Agreement, duly completed and executed by the Assignee,
and (ii) if the Assignee is not already a Lender under the Credit Agreement, an Administrative
Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee.
The Assignor shall pay the fee payable to the Administrative Agent pursuant to Section 10.4(b) of
the Credit Agreement.



     THIS ASSIGNMENT AND ASSUMPTION SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK.



 









 




Date of
Assignment:   September 29, 2008



Legal Name of Assignor:   The Bank of New York Mellon



Legal Name of Assignee:   ING Capital LLC



Assignee’s Address for Notices:   See attached Administrative Details Form



Effective
Date of Assignment (the “Assignment
Date”):   September 29, 2008



Revolving Commitment Assigned:   $20,000,000.00



Principal Amount of Revolving Loans Assigned:   14,224,000.00







 









 






The terms
set forth above are hereby agreed to:



	 	 	 	 	 
	 	THE BANK OF NEW YORK MELLON, as Assignor

 	 
	 	By:  	 /s/
Lily A. Dastur	 
	 	 	Name:  	 Lily A. Dastur
	 
	 	 	Title:  	 Vice
President
	 
	 





	 	 	 	 	 
	 	ING CAPITAL LLC, as Assignee

 	 
	 	By:  	 /s/
A. Miller	 
	 	 	Name:  	 Annette
Miller-Lewis
	 
	 	 	Title:  	 Associate
	 
	 




The
undersigned hereby consents to the within assignment:1





	 	 	 	 	 
	 	SAGA COMMUNICATIONS, INC.

 	 
	 	By:  	 /s/
Samuel D. Bush	 
	 	 	Name:  	 Samuel
D. Bush
	 
	 	 	Title:  	 
Chief Financial Officer
	 
	 





	 	 	 	 	 
	 	THE BANK OF NEW YORK MELLON, as
Administrative Agent and as Issuing Bank


 	 
	 	By:  	 /s/
Gordon Berger	 
	 	 	Name:  	 Gordon
Berger
	 
	 	 	Title:  	 Managing
Director
	 
	 






 




			
	1.	 	Consents to be included to the extent required by Section 9.04(b)
of the Credit Agreement, which may include Issuing Bank and Swingline Lender
consent.