**When the Leverage Ratio is:**             **greater than or**         **Eurodollar Margin****equal to** **and less than** **ABR Margin** **and LC Fee**4.50:1.00      0.375%  1.625%4.00:1.00  4.50:1.00   0.125%  1.375%3.50:1.00  4.00:1.00   0.000%  1.250%3.00:1.00  3.50:1.00   0.000%  1.125%2.50:1.00  3.00:1.00   0.000%  1.000%   2.50:1.00   0.000%  0.750%     4. 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 ofits Equity Interests and/or repurchase its Equity Interests in anaggregate amount not in excess of $40,000,000 during the period from theAmendment No. 1 and Waiver No. 1 Effective Date through the MaturityDate; provided that the Administrative Agent shall have receiveda certificate of a Financial Officer, attaching a calculation (inreasonable detail) of the covenants contained in Sections 7.12 on a proforma basis giving effect to the payment of such dividend or therepurchase of such Equity Interests; and     5. Paragraph 1 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, eachother Loan Party and Required Lenders either (i) a counterpart of this Amendment and Waiver signedon behalf of such Person or (ii) written evidence satisfactory to the Administrative Agent (whichmay include facsimile transmission of a signed signature page of this Amendment and Waiver) thatsuch Person has signed a counterpart of this Amendment and Waiver;     (b) the Administrative Agent (or its counsel) shall have received from the Borrower acertificate of a Financial Officer (i) attaching a copy of a resolution of the Borrower’s board ofdirectors designating Force 5 as an Unrestricted Subsidiary, (ii) certifying that the conditionsset forth in Section 10.14 of the Credit Agreement have been satisfied (or waived inaccordance with the provisions of this Amendment and Waiver) with respect to such designation,(iii) certifying that no Default shall have occurred and be continuing (after giving effect to thisAmendment and Waiver), and (iv) the Borrower would be in compliance with Section 7.4(k) ofthe Credit Agreement (other than the provisions of Section 7.4(k)(iv) of the CreditAgreement which have been waived pursuant to this Amendment and Waiver).     6. Paragraphs 2 through and including 4 hereof shall not be effective until such timeas the following conditions are satisfied:     (a) the Administrative Agent (or its counsel) shall have received from the Borrower, eachother Loan Party and each Credit Party either (i) a counterpart of this Amendment and Waiversigned on behalf of such Person or (ii) written evidence satisfactory to the Administrative
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Agent (which may include facsimile transmission of a signed signature page of this Amendment andWaiver) that such Person has signed a counterpart of this Amendment and Waiver;     (b)the Administrative Agent (or its counsel) shall have received, for the account of eachLender which has executed and delivered this Amendment and Waiver on or before 5:00 p.m. (New Yorktime) on the date hereof, an amendment fee equal to 0.05% of such Lender’s Revolving Commitment asin effect on the date hereof;     (c) all other fees and expenses payable in connection with this Amendment and Waiver,including, without limitation, the reasonable fees and expenses of counsel to the AdministrativeAgent to the extent invoiced, shall have been paid; and     (d) the Administrative Agent shall have received such other documentation and assurancesas it shall reasonably request in connection with this Amendment and Waiver.     7. 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 after givingeffect to this Amendment and Waiver, no Default has occurred and is continuing, and (c) representsand warrants that all of the representations and warranties made by it in the Loan Documents aretrue and correct in all material respects, both immediately before and after giving effect to thisAmendment and Waiver (except to the extent such representations and warranties specifically relateto an earlier date, in which case such representations and warranties shall have been true andcorrect in all material respects on and as of such earlier date). By signing below, eachSubsidiary Guarantor consents to this Amendment and Waiver.     8. 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 makingproof of this Amendment and Waiver to produce or account for more than one counterpart signed bythe party to be charged. Delivery of an executed counterpart by facsimile transmission shall beeffective as delivery of a manually executed counterpart.     9. 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.     10. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THELAWS OF THE STATE OF NEW YORK.
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SAGA COMMUNICATIONS, INC.