4. Clause (ii) of the definition of “Adjusted Net Income” contained inSection 1.1 of the CreditAgreement is hereby amended and restated in its entirety to read “(ii) any net gain or loss arisingfrom any write-up or write-down of assets;”.     5. The definition of “Applicable Margin” contained in Section 1.1 of the Credit Agreement ishereby amended and restated in its entirety to read as follows:     “Applicable Margin” means, at all times from and after theAmendment No. 2 Effective Date and during the applicable periods set forthin the following table: (i) with respect to ABR Borrowings, the percentageset forth below under the heading “ABR Margin”, and (ii) with respect toEurodollar Borrowings and fees payable under Section 3.3(b), the percentageset forth below under the heading “Eurodollar Margin and LC Fee”:**When the Leverage Ratio is:**                   **Eurodollar****greater than or**       **Margin and****equal to** **and less than** **ABR Margin** **LC Fee**4.50:1.00    0.000%  1.250%4.00:1.00 4.50:1.00  0.000%  1.000%3.00:1.00 4.00:1.00  0.000%  0.875%  3.00:1.00  0.000%  0.750%     Changes in the Applicable Margin resulting from a change in theLeverage Ratio shall be based upon the Compliance Certificate most recentlydelivered under Section 6.1(e) and shall become effective threeBusiness Days after the delivery of such Compliance Certificate to theAdministrative Agent. Notwithstanding anything to the contrary in thisdefinition, (i) if the Borrower shall fail to deliver to the AdministrativeAgent a Compliance Certificate on or prior to any date required hereby, theLeverage Ratio for purposes of this defined term only shall be deemed to begreater than or equal to 4.50:1.00 from and including such date to thethird Business Day following the date of delivery to the AdministrativeAgent of such Compliance Certificate and (ii) during the period commencingon the Amendment No. 2 Effective Date and ending on the third Business Dayafter the date the Compliance Certificate in respect of the fiscal quarterending March 31, 2006 is delivered to the Administrative Agent, theLeverage Ratio for purposes of this definedterm only shall be deemed to be greater than or equal to 3.00:1.00 andless than 4.00:1.00.6. The definition of “Commitment Fee Percentage” contained in Section1.1 of the CreditAgreement is hereby amended and restated in its entirety to read as follows:     “Commitment Fee Percentage” means, at all times from and afterthe Amendment No. 2 Effective Date and during the applicable periods setforth below, the percentage set forth below under the heading “CommitmentFee Percentage”:Saga Communications, Inc. Amendment No. 2
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**When the Leverage Ratio is:**         **greater than**        **or equal to** **and less than**      4.00:1.00   0.375%      4.00:1.00 0.250%         Changes in the Commitment Fee Percentage resulting from a change inthe Leverage Ratio shall be based upon the Compliance Certificate mostrecently delivered under Section 6.1(e) and shall become effectivethree Business Days after the delivery of such Compliance Certificate tothe Administrative Agent. Notwithstanding anything to the contrary in thisdefinition, (i) if the Borrower shall fail to deliver to the AdministrativeAgent a Compliance Certificate on or prior to any date required hereby, theLeverage Ratio for purposes of this defined term only shall be deemed to begreater than or equal to 4.00:1.00 from and including such date to thethird Business Day following the date of delivery to the AdministrativeAgent of such Compliance Certificate and (ii) during the period commencingon the Amendment No. 2 Effective Date and ending on the third Business Dayafter the date the Compliance Certificate in respect of the fiscal quarterending March 31, 2006 is delivered to the Administrative Agent, theLeverage Ratio for purposes of this defined term only shall be deemed to beless than 4.00:1.00.     7. Clause (v) of the definition of “EBITDA” contained in Section 1.1 of the CreditAgreement is hereby amended and restated in its entirety to read “(v) the aggregate amount of anynon-cash charges of the Borrower during such period relating to the issuance or vesting of stockoptions, restricted stock, restricted stock units and performance awards granted by the Borrower toits employees or directors,”.     8. Clause (vi) of the definition of “Fixed Charges” contained in Section1.1 of the Credit Agreement is hereby amended and restated in its entirety to read“(vi) the aggregate amount of all Restricted Payments made by the Borrower on or afterJanuary 1, 2006 and during such period in respect of its common stock (other thanRestricted Payments paid in additional common stock).”     9. The definition of “Maturity Date” contained in Section 1.1 of the Credit Agreementis hereby amended and restated in its entirety to read as follows:     “Maturity Date” means July 29, 2012.     10. Section 2.5(b) of the Credit Agreement is hereby amended and restated in itsentirety to read as follows:     (b) Scheduled Reductions. Subject to Section 2.5(e),commencing on March 31, 2008, on each date below, the Revolving Commitmentsshall be automatically and permanently reduced by an amount equal to thetotal Revolving Commitments as in effect on March 31, 2008 multiplied bythe percentage set forth in the following table adjacent to such date andunder the heading “Percentage”:Saga Communications, Inc. Amendment No. 2
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       Date Percentage Date PercentageMarch 31, 2008 3.125% June 30, 2010 5.000%June 30, 2008 3.125% September 30, 2010 5.000%September 30, 2008 3.125% December 31, 2010 5.000%December 31, 2008 3.125% March 31, 2011 6.250%March 31, 2009 4.375% June 30, 2011 6.250%June 30, 2009 4.375% September 30, 2011 6.250%September 30, 2009 4.375% December 31, 2011 6.250%December 31, 2009 4.375% March 31, 2012 12.500%March 31, 2010 5.000% Maturity Date 12.500%     11. Clauses (i) and (ii) of Section 2.5(d) of the Credit Agreement are hereby amendedin their entirety to read as follows:     (i) Receipt of Net Proceeds. In the event and on each occasionthat any Net Proceeds are received by or on behalf of the Borrower or anyRestricted Subsidiary in respect of any Reduction Event, then, immediatelyafter such Net Proceeds are received, the Revolving Commitments shall beautomatically reduced in an aggregate amount equal to such Net Proceeds,provided, however, that in the case of a Reduction Event described inclause (a) of the definition thereof, no such reduction shall be requiredif, at the time of the receipt of the Net Proceeds of such Reduction Event,the Leverage Ratio is less than or equal to 4.50:1.00.     (ii) Excess Cash Flow. On the last day of the first fiscalquarter of each year (commencing on March 31, 2007), the RevolvingCommitments shall be automatically reduced in an aggregate amount equal to40% of the Excess Cash Flow for the most recently completed fiscal year ofthe Borrower, in the event that the Leverage Ratio as at the end of suchfiscal year is greater than or equal to 4.50:1.00.     12. Section 2.5(f) of the Credit Agreement is hereby amended by substituting “March31, 2008” for “March 31, 2006” on the second line thereof.     13. Section 4.19 of the Credit Agreement is hereby deleted.     14. Section 6.1 of the Credit Agreement is hereby amended by inserting the followingnew subsection (j) and by relettering existing subsection (j) as subsection (k):     (j) furnish to the Administrative Agent or any Lender promptly suchother information with documentation required by bank regulatoryauthorities under applicable “know your customer” and Anti-Money Launderingrules and regulations (including, without limitation, the Patriot Act), asfrom time to time may be reasonably requested by the Administrative Agentor such Lender; and     15. Section 6.2(d) of the Credit Agreement is hereby amended and restated in itsentirety to read as follows:     (d) Intentionally Omitted;Saga Communications, Inc. Amendment No. 2
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     16. Section 7.1(a) of the Credit Agreement is hereby amended by (i) deleting the word“and” at the end of clause (vi) thereof, (ii) substituting “; and” for the period at the end ofclause (vii) thereof and (iii) adding a new clause (viii) to the end thereof to read as follows:     (viii) provided that at the time thereof and immediately aftergiving effect thereto, no Default shall or would have occurred and becontinuing, unsecured Indebtedness incurred by a Loan Party to AshvilleRadio Partners, LLC and Liberty Productions, a Limited Partnership, inrespect of the acquisition by such Loan Party from such parties, in anaggregate amount not in excess of $8,000,000 on terms satisfactory to theAdministrative Agent.     17. Section 7.4(j) of the Credit Agreement is hereby amended by substituting“$300,000” for “$ 250,000” in clause (ii) thereof.     18. Section 7.4(k)(ii) of the Credit Agreement is hereby amended and restated in itsentirety to read as follows:     (ii) the sum, without duplication, of the aggregate amount of all suchinvestments shall not exceed lesser of (x) $25,000,000 at any timeoutstanding and (y) 15% of EBITDA for the immediately preceding four fiscalquarters for all such investments,     19. Section 7.8(c)(i) of the Credit Agreement is hereby amended and restated in itsentirety to read as follows:     (i) the Borrower may declare and pay cash dividends in respect of itsEquity Interests and/or repurchase its Equity Interests, providedthat the aggregate amount of such dividends paid and/or repurchases ofEquity Interests made from the Amendment No. 2 Effective Date through theMaturity Date when the Leverage Ratio immediately before or after givingeffect thereto exceeds 2.50:1.00 shall not exceed $50,000,000, and     20. Section 7.12(a) of the Credit Agreement is hereby amended and restated in itsentirety to read as follows:     (a) Interest Coverage Ratio. The Borrower will not permit theInterest Coverage Ratio as of the last day of any fiscal quarter to be lessthan 3.00:1.00.     21. Section 7.12(c) of the Credit Agreement is hereby amended and restated in itsentirety to read as follows:     (c) Leverage Ratio. The Borrower will not permit the LeverageRatio at any time during any period set forth in the following table to begreater than the ratio set forth below with respect to such period:Saga Communications, Inc. Amendment No. 2
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   **Period** **Ratio**Amendment No. 2 Effective Date through June 29, 2007 5.00:1.00June 30, 2007 through June 29, 2008 4.75:1.00June 30, 2008 through June 29, 2009 4.50:1.00June 30, 2009 through June 29, 2010 4.00:1.00June 30, 2010 and thereafter 3.50:1.00     22. The last sentence of Article 9 of the Credit Agreement is hereby amended andrestated it its entirety to read as follows:Notwithstanding anything in any Loan Document to the contrary, theDocumentation Agent shall not have any duty or obligation under the LoanDocuments other than in its capacity as a Lender hereunder.     23. Section 10.1(b) of the Credit Agreement is hereby amended and restated it itsentirety to read as follows:     (b) if to the Administrative Agent, or BNY as Issuing Bank to it atOne Wall Street, New York, New York 10286, Attention of: Ramona Washington(Telephone No. (212) 635-4699; Facsimile No. (212) 635-6365 or 6366 or6367), with a copy to The Bank of New York, at One Wall Street, New York,New York 10286, Attention of: Laura Neenan (Telephone No. (212) 635-1868;Facsimile No. (212) 635-8595); and     24. Article 10 of the Credit Agreement is hereby amended by adding the following newsection to the end thereof:     Section 10.16 USA Patriot Act Notice          Each Lender that is subject to the Patriot Act (as hereinafterdefined) and the Administrative Agent (for itself and not on behalf of anyLender) hereby notifies the Borrower that pursuant to the requirements ofthe USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October26, 2001)) (the “Patriot Act”), it is required to obtain, verify and recordinformation that identifies each Loan Party, which information includes thename and address of each Loan Party and other information that will allowsuch Lender or the Administrative Agent, as applicable, to identify eachLoan Party in accordance with the Patriot Act.     25. Schedule 4.17 to the Credit Agreement is hereby amended by adding the following tothe end thereof:     On May 4, 2005, the FCC, by delegated authority, granted applications(File Numbers BAL-20040603AAO, BALH-20040603AAP, BAL-20040603AAK,BALH-20040603AAL, BALFT-20040603AAM andSaga Communications, Inc. Amendment No. 2
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BALFT-20040603AAQ) for consent to assignment of the licenses of WHCU(AM),WYXL(FM), WNYY(AM), WQNY(FM), W238AA, and W276AO, all licensed to Ithaca,New York, from Eagle Broadcasting Company, Inc., and Eagle II BroadcastingCorporation, to Saga Communications of New England, LLC (“Saga-NewEngland”). An “Application for Review” was filed June 3, 2005, by “FingerLakes Alliance for Independent Media” seeking review by the full FCC of theaction taken by the FCC’s staff under delegated authority. The applicationfor review is currently pending. Notwithstanding the fact that the FCC’sconsent has not become a “final action,” Saga-New England has consummatedthe acquisitions.     On July 7, 2005, the FCC, by delegated authority, granted anapplication (File No. BALH-20040116ACT) for consent to assignment oflicense of WOXL-FM, Biltmore Forest, North Carolina, from LibertyProductions, a Limited Partnership, to Saga Communications of NorthCarolina, LLC (“Saga NC”). On July 17, 2005, Willsyr Communications,Limited Partnership (“Willsyr”), filed a petition for reconsideration ofthe action; and on August 8, 2005, Sutton Radiocasting Corporation(“Sutton”) filed a petition for reconsideration of the action. On October17, 2005, the Sutton petition for reconsideration was dismissed pursuant toa settlement agreement among the parties. On October 24, 2005, Willsyrfiled a petition for reconsideration of the approval of the settlementagreement with Sutton. On March 21, 2006, David T. Murray, limited partnerof Liberty Productions, a Limited Partnership, filed a “Section 1.41Request for Commission Action” seeking rescission of the grant of theconsent to assignment of licensed. Mr. Murray is now deceased, and thestatus of his request is unclear. The FCC’s consent has not yet become a“final action,” and Saga NC has not yet consummated the acquisition.     26. Paragraphs 1 through 25 hereof shall not be effective until such time as the followingconditions are satisfied:     (a) the Administrative Agent (or its counsel) shall have received from the Borrower,each other Loan Party and the Lenders either (i) a counterpart of this Amendment signed onbehalf of such Person or (ii) written evidence satisfactory to the Administrative Agent(which may include facsimile transmission of a signed signature page of this Amendment)that such Person has signed a counterpart of this Amendment;     (b) the Administrative Agent (or its counsel) shall have received a certificate orcertificates, signed by the secretary or assistant secretary of each of the Borrower andeach Subsidiary Guarantor, attaching a true and complete copy of the resolutions or otherauthorizations authorizing this Amendment and specifying the incumbency of each officerexecuting this Amendment, including therein a signature specimen of each such officer;     (c) the transactions contemplated by the Master Assignment shall have beenconsummated;     (d) the Administrative Agent shall have received for the account of the Lenders(including the Exiting Lender), all interest on the Loans, all commitment fees (as providedin Saga Communications, Inc. Amendment No. 2
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Section 3.3(a) of the Credit Agreement) and all letter of credit fees (as provided in Section3.3(b) of the Credit Agreement), in each case accrued to, but excluding, the Amendment No.2 Effective Date;     (e) the Administrative Agent shall have received, for the account of each Lender whichhas executed and delivered this Amendment on or before 5:00 p.m. (New York time) on thedate hereof, an amendment fee equal to 0.10% of such Lender’s Revolving Commitment as ineffect on the date hereof (and after giving effect to the Master Assignment);     (f) all other fees and expenses payable in connection with this Amendment, including,without limitation, the reasonable fees and expenses of counsel to the Administrative Agentto the extent invoiced, shall have been paid; and     (g) the Administrative Agent shall have received such other documentation andassurances as it shall reasonably request in connection with this Amendment.     27. The Borrower acknowledges that if the Adjusted LIBO Rate on the Assignment Date (asdefined in the Master Assignment) is higher than the Adjusted LIBO Rate applicable to theoutstanding Eurodollar Borrowings, notwithstanding anything in the Credit Agreement to thecontrary, with respect to that portion of the Loans that each Assignee (as defined in the MasterAssignment) assumes from the Exiting Lender, the interest rate on such portion will be the AdjustedLIBO Rate as determined by the Administrative Agent at approximately 11:00 a.m., London time, twoBusiness Days prior to the Assignment Date plus the Applicable Margin.     28. The Borrower hereby (a) reaffirms and admits the validity and enforceability of each LoanDocument to which it is a party and its obligations thereunder, and agrees and admits that it hasno defense to or offset against any such obligation, (b) represents and warrants that no Defaulthas occurred and is continuing, and (c) represents and warrants that all of the representations andwarranties made by it in the Loan Documents are true and correct in all material respects, bothimmediately before and after giving effect to this Amendment (except to the extent suchrepresentations and warranties specifically relate to an earlier date, in which case suchrepresentations and warranties shall have been true and correct in all material respects on and asof such earlier date). By signing below, each Subsidiary Guarantor consents to this Amendment.     29. This Amendment may be executed in any number of counterparts, each of which shall be anoriginal and all of which shall constitute one agreement. It shall not be necessary in making proofof this Amendment to produce or account for more than one counterpart signed by the party to becharged. Delivery of an executed counterpart by facsimile transmission shall be effective asdelivery of a manually executed counterpart.     30. The Credit Agreement and the other Loan Documents shall in all other respects remain infull force and effect, and no waiver herein in respect of any term or condition of any LoanDocument shall be deemed to be a waiver or other modification in respect of any other term orcondition of any Loan Document.     31. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THESTATE OF NEW YORK.[Remainder of Page is Intentionally Blank]Saga Communications, Inc. Amendment No. 2
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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to be duly executedand delivered by their proper and duly authorized officers as of the day and year first abovewritten.         SAGA COMMUNICATIONS, INC.           By:  /s/   Samuel D. Bush    Name:  Samuel D. Bush    Title: Senior Vice President, Treasurer and Chief Financial Officer  CONSENTED TO AND AGREED:SAGA RADIO NETWORKS, LLC