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EXHIBIT 4(f)




AMENDMENT NO. 3 AND CONSENT NO. 1




     AMENDMENT NO. 3 AND CONSENT NO. 1 (this “Amendment”), dated as of March 9, 2009, to
and under the Credit Agreement, dated as of July 29, 2003, among SAGA COMMUNICATIONS, INC. (the
“Borrower”), the LENDERS party thereto, BANK OF AMERICA, N.A., as Documentation Agent, and
THE BANK OF NEW YORK MELLON (formerly The Bank of New York), as Administrative Agent, as amended by
Amendment No. 1, dated as of May 24, 2005, and Amendment No. 2, dated as of May 16, 2006 (as so
amended and as hereafter amended, supplemented or otherwise modified, the “Credit
Agreement”).



RECITALS




     A. Capitalized terms used herein that are defined in the Credit Agreement shall have the same
meanings as therein defined.



     B. The Borrower desires to accelerate the scheduled reductions of the Revolving Commitments by
(a) making a voluntary permanent reduction thereof (the “Voluntary Reduction”) from
$175,000,000 to $150,000,000 pursuant to Section 2.5(c) of the Credit Agreement and (b)
applying it in the order of the remaining scheduled reductions set forth in Section 2.5(b)
notwithstanding the provisions of the last sentence of Section 2.5(d) of the Credit
Agreement and the Administrative Agent and the Lenders executing this Amendment and Consent are
willing to consent thereto upon the terms and conditions contained in this Amendment and Consent.



     C. The Borrower anticipates that it will not be in compliance with the Fixed Charge Coverage
Ratio for the fiscal quarter ending December 31, 2008 and the Leverage Ratio for the fiscal quarter
ending June 30, 2009 and has therefore requested that the covenants contained in Section
7.12(b) and (c) of the Credit Agreement be amended. In addition, the Borrower has
requested that certain other amendments to the Credit Agreement be made. The Administrative Agent
and the Lenders executing this Amendment and Consent are willing to agree to the amendments set
forth herein upon the terms and conditions contained in this Amendment and Consent.



     Accordingly, in consideration of the Recitals and the covenants, conditions and agreements
hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the Borrower, Required Lenders and the Administrative Agent hereby
agree as follows:



     1. All references to in any Loan Document to (a) “The Bank of New York” shall be deemed to
refer to “The Bank of New York Mellon” and (b) “BNY” shall be deemed to refer to “BNYM”. In
addition, the Borrower and the Lenders agree that The Bank of New York Mellon is
the sole lead arranger and bookrunner of the credit facility provided under the Credit
Agreement.



     2. The Administrative Agent and the Lenders signing this Amendment and Consent hereby consent
to the application of the Voluntary Reduction to the remaining scheduled reductions of the
Revolving Commitments set forth in Section 2.5(b) of the Credit Agreement in the order




Saga Communications, Inc. Amendment No. 3 and Consent No. 1








 









 







thereof such that (a) $8,750,000 of the Voluntary Reduction shall constitute the full reduction
scheduled to occur on March 31, 2009, (b) $8,750,000 of the Voluntary Reduction shall constitute
the full reduction scheduled to occur on June 30, 2009, and (c) the remaining amount of the
Voluntary Reduction ($7,500,000) shall be applied to the reduction scheduled to occur on September
30, 2009. As a result of the foregoing, the balance of the reduction scheduled to occur on
September 30, 2009 will be in the amount of $1,250,000.




     3. The following definitions contained in Section 1.1 of the Credit Agreement are
hereby amended and restated in their entirety to read as follows:




     “Alternate Base Rate” means, for any day, a rate per annum equal to the
greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds
Effective Rate in effect on such day plus 1/2 of 1% and (c) the Adjusted LIBO Rate
for a one month interest period in effect on such day (or if such day is not a
Business Day, the immediately preceding Business Day) plus 1%, provided that, for
the avoidance of doubt, the Adjusted LIBO Rate for any day shall be based on the
rate appearing on Reuters LIBO Page (or on any successor or substitute page of such
service, or any successor to or substitute for such service, providing rate
quotations comparable to those currently provided on such page of such service, as
determined by the Administrative Agent from time to time for purposes of providing
quotations of interest rates applicable to deposits in Dollars in the London
interbank market) at approximately 11:00 a.m. London time on such day (or if such
day is not a Business Day, the immediately preceding Business Day). Any change in
the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds
Effective Rate or the Adjusted LIBO Rate shall be effective from and including the
effective date of such change in the Prime Rate, the Federal Funds Effective Rate or
the Adjusted LIBO Rate, respectively. If for any reason the Administrative Agent
shall determine (which determination shall be conclusive absent clearly demonstrable
error) that it is unable to ascertain the Federal Funds Effective Rate for any
reason, including the inability or failure of the Administrative Agent to obtain
sufficient quotations in accordance with the terms hereof, the Alternate Base Rate
shall be determined without regard to clause (b) until the circumstances giving rise
to such inability no longer exist.




     “Applicable Margin” means, at all times from and after the Amendment
No. 3 Effective Date and during the applicable periods set forth in the following
table: (a) with respect to ABR Borrowings, the percentage set forth below under the
heading “ABR Margin”, and (b) with respect to Eurodollar Borrowings and fees payable
under Section 3.3(b), the percentage set forth below under the heading
“Eurodollar Margin and LC Fee”:



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	When the Leverage Ratio is:	 	 	 	 
	greater than or	 	 	 	 	 	Eurodollar Margin
	equal to	 	and less than	 	ABR Margin	 	and LC Fee
	5.00:1.00
	 	 
	 	3.75%
	 	4.75%
	4.50:1.00
	 	5.00:1.00
	 	2.75%
	 	3.75%
	4.00:1.00
	 	4.50:1.00
	 	2.25%
	 	3.25%
	3.00:1.00
	 	4.00:1.00
	 	2.00%
	 	3.00%
	 
	 	3.00:1.00
	 	1.75%
	 	2.75%







     Changes in the Applicable Margin resulting from a change in the Leverage Ratio
shall be based upon the Compliance Certificate most recently delivered under
Section 6.1(e) and shall become effective three Business Days after the
delivery of such Compliance Certificate to the Administrative Agent.
Notwithstanding anything to the contrary in this definition, (a) if the Borrower
shall fail to deliver to the Administrative Agent a Compliance Certificate on or
prior to any date required hereby, the Leverage Ratio for purposes of this defined
term only shall be deemed to be greater than or equal to 5.00:1.00 from and
including such date to the third Business Day following the date of delivery to the
Administrative Agent of such Compliance Certificate and (b) during the period
commencing on the Amendment No. 3 Effective Date and ending on the third Business
Day after the date the Compliance Certificate in respect of the fiscal quarter
ending March 31, 2009 is delivered to the Administrative Agent, the Leverage Ratio
for purposes of this defined term only shall be deemed to be greater than or equal
to 4.00:1.00 and less than 4.50:1.00.




     “Applicable Percentage” means, with respect to any Lender, a percentage
equal to a fraction the numerator of which is such Lender’s Revolving Commitment and
the denominator of which is the total amount of the Revolving Commitments (or, if
the Revolving Commitments have terminated or expired, the Applicable Percentages
shall be determined based upon the Revolving Commitments most recently in effect,
giving effect to any assignments); provided that in the case of Section
2.10(c) when a Defaulting Lender shall exist, “Applicable Percentage” shall mean
the percentage equal to a fraction the numerator of which is such Lender’s Revolving
Commitment and the denominator of which is the total amount of the Revolving
Commitments (disregarding any Defaulting Lender’s Commitment).




     “Commitment Fee Percentage” means, at all times from and after the
Amendment No. 3 Effective Date and during the applicable periods set forth below,
the percentage set forth below under the heading “Commitment Fee Percentage”:



Saga Communications, Inc. Amendment No. 3 and Consent No. 1







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	When the Leverage Ratio is:	 	 
	greater than or equal to	 	and less than	 	Commitment Fee
	5.00:1.00
	 	 	 	0.750%
	4.50:1.00
	 	5.00:1.00
	 	0.625%
	4.00:1.00
	 	4.50:1.00
	 	0.500%
	3.00:1.00
	 	4.00:1.00
	 	0.500%
	 
	 	3.00:1.00
	 	0.375%







     Changes in the Commitment Fee Percentage resulting from a change in the
Leverage Ratio shall be based upon the Compliance Certificate most recently
delivered under Section 6.1(e) and shall become effective three Business
Days after the delivery of such Compliance Certificate to the Administrative Agent.
Notwithstanding anything to the contrary in this definition, (a) if the Borrower
shall fail to deliver to the Administrative Agent a Compliance Certificate on or
prior to any date required hereby, the Leverage Ratio for purposes of this defined
term only shall be deemed to be greater than or equal to 5.00:1.00 from and
including such date to the third Business Day following the date of delivery to the
Administrative Agent of such Compliance Certificate and (b) during the period
commencing on the Amendment No. 3 Effective Date and ending on the third Business
Day after the date the Compliance Certificate in respect of the fiscal quarter
ending March 31, 2009 is delivered to the Administrative Agent, the Leverage Ratio
for purposes of this defined term only shall be deemed to be greater than or equal
to 4.00:1.00 and less than 4.50:1.00.




     “LIBO Rate” means, with respect to any Eurodollar Borrowing for any
Interest Period, the rate appearing on Reuters LIBO Page (or on any successor or
substitute page of such service, or any successor to or substitute for such service,
providing rate quotations comparable to those currently provided on such page of
such service, as determined by the Administrative Agent from time to time for
purposes of providing quotations of interest rates applicable to deposits in Dollars
in the London interbank market) at approximately 11:00 a.m., London time, on the day
that is two Business Days prior to the first day of such Interest Period, as the
rate for deposits in Dollars with a maturity comparable to such Interest Period. In
the event that such rate is not available at such time for any reason, then the
“LIBO Rate” with respect to such Eurodollar Borrowing for such Interest Period shall
be the rate of interest per annum as determined by the Administrative Agent, equal
to the rate, as reported by BNYM to the Administrative Agent, quoted by BNYM to
leading banks in the London interbank market as the rate at which BNYM is offering
dollar deposits in an amount approximately equal to its ratable share of such
Eurodollar Borrowing with a maturity comparable to such Interest Period at
approximately 11:00 a.m., London time, two Business Days prior to the commencement
of such Interest Period.



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     4. The following definitions are hereby added to Section 1.1 of the Credit Agreement
in their appropriate alphabetical order:




     “Amendment No. 3 Effective Date” means the date on which Amendment No.
3 and Consent No. 1, dated as of March 9, 2009, to the Credit Agreement is effective
in accordance with its terms.




     “Defaulting Lender” means any Lender, as determined by the
Administrative Agent, that has (a) failed to fund any portion of its Loans or
participations in Letters of Credit within one Business Day of the date required to
be funded by it hereunder, (b) notified the Borrower or any Credit Party in writing
that it does not intend to comply with any of its funding obligations under this
Credit Agreement or has made a public statement to the effect that it does not
intend to comply with its funding obligations under this Credit Agreement or under
other agreements in which it commits to extend credit, (c) otherwise failed to pay
over to the Administrative Agent or any other Lender any other amount required to be
paid by it hereunder within one Business Day of the date when due, unless the
subject of a good faith dispute, or (d) (i) become or is insolvent or has a parent
company that has become or is insolvent or (ii) become the subject of a bankruptcy
or insolvency proceeding, or has had a receiver, interim receiver, receiver and
manager, administrator, liquidator, conservator, trustee or custodian appointed for
it, or has taken any action in furtherance of, or indicating its consent to,
approval of or acquiescence in any such proceeding or appointment or has a parent
company that has become the subject of a bankruptcy or insolvency proceeding, or has
had a receiver, interim receiver, receiver and manager, administrator, liquidator,
conservator, trustee or custodian appointed for it, or has taken any action in
furtherance of, or indicating its consent to, approval of or acquiescence in any
such proceeding or appointment.



     5. The definition of Fixed Charges contained in Section 1.1 of the Credit Agreement is
hereby amended in its entirety to read as follows:




     “Fixed Charges” means, for any period, the difference (if positive)
between (a) the sum of each of the following with respect to the Borrower and the
Restricted Subsidiaries, determined on a consolidated basis in accordance with GAAP:
(i) Interest Expense for such period, (ii) the aggregate amount of all Capital
Expenditures made during such period (other than any such Capital Expenditures made
with the proceeds of Indebtedness permitted under Section 7.1(a)(iii) and
other than Capital Expenditures made in completing an acquisition permitted by
Section 7.4(h)), (iii) with respect to all Indebtedness under revolving
credit facilities, an amount equal to the excess, if any, of (x) the aggregate
outstanding principal balance of all such Indebtedness at the beginning of such
period, minus (y) the aggregate amount of all commitments under such revolving
credit facilities at the end of such period, (iv) the aggregate of all scheduled
principal amounts that become payable during such period in respect of Total Funded
Debt (excluding any prepayment under Section 2.7(b) by reason of a reduction
of the total Revolving Commitments



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described in Section 2.5(d)), (v) the aggregate amount of all cash
income taxes paid during such period, and (vi) the aggregate amount of all
Restricted Payments made by the Borrower in respect of its common stock (other than
Restricted Payments paid in additional common stock), provided that such
Restricted Payments made during the period from January 1, 2008 through and
including December 31, 2008 shall be excluded from the calculation of the amount of
Restricted Payments under this clause (vi), and (b) the amount of federal and state
income tax refunds received by the Borrower and the Restricted Subsidiaries during
such period, provided that aggregate amount of such tax refunds deducted from Fixed
Charges pursuant to this clause (b) shall not exceed $2,000,000.



     6. Article 2 of the Credit Agreement is hereby amended by adding a new Section
2.10 to the end thereof to read as follows:




     Section 2.10 Defaulting Lenders. Notwithstanding any provision of this
Credit Agreement to the contrary, if any Lender becomes a Defaulting Lender, then
the following provisions shall apply for so long as such Lender is a Defaulting
Lender:




          (a) fees shall cease to accrue on the unfunded portion of the Commitment of
such Defaulting Lender pursuant to Section 3.3(a);




          (b) the Revolving Commitment and Revolving Credit Exposure of such Defaulting
Lender shall not be included in determining whether all Lenders or the Required
Lenders have taken or may take any action hereunder (including any consent to any
amendment or waiver pursuant to Section 10.2); provided that any
waiver, amendment or modification requiring the consent of all Lenders or each
affected Lender which affects such Defaulting Lender differently than other affected
Lenders shall require the consent of such Defaulting Lender;




          (c) if any LC Exposure exists at the time a Lender becomes a Defaulting Lender
then:




               (i) all or any portion of such LC Exposure shall be reallocated among the
non-Defaulting Lenders in accordance with their respective Applicable Percentages
but only to the extent (x) the sum of all non-Defaulting Lenders’ Revolving Credit
Exposures plus, without duplication, such Defaulting Lender’s LC Exposure, does not
exceed the total of all non-Defaulting Lenders’ Revolving Commitments and (y) the
conditions set forth in Section 2.1 are satisfied at such time; and




               (ii) if the reallocation described in clause (i) above cannot, or can only
partially, be effected, the Borrower shall within one Business Day following notice
by the Administrative Agent shall cash collateralize such Defaulting Lender’s LC
Exposure (after giving effect to any partial reallocation



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pursuant to clause (i) above) in accordance with the procedures set forth in
Section 2.8(i) for so long as such LC Exposure is outstanding;




               (iii) if the Borrower cash collateralizes any portion of such Defaulting
Lender’s LC Exposure pursuant to this Section 2.10(c), the Borrower shall
not be required to pay any fees to such Defaulting Lender pursuant to Section
3.3(b) with respect to such Defaulting Lender’s LC Exposure during the period
such Defaulting Lender’s LC Exposure is cash collateralized; or




               (iv) if the LC Exposure of the non-Defaulting Lenders is reallocated pursuant
to Section 2.10(c), then the fees payable to the Lenders pursuant to
Section 3.3(a) and Section 3.3(b) shall be adjusted in accordance
with such non-Defaulting Lenders’ Applicable Percentages;




The Administrative Agent shall promptly notify the Lenders of any reallocation
described in this Section 2.10(c).




          (d) so long as any Lender is a Defaulting Lender, the Issuing Bank shall not be
required to issue, amend or increase any Letter of Credit, unless it is satisfied in
its reasonable credit judgment that the related exposure will be 100% covered by the
Revolving Commitments of the non-Defaulting Lenders and/or cash collateral will be
provided by the Borrower in accordance with Section 2.10(c), and
participating interests in any such newly issued, amended or increased Letter of
Credit shall be allocated among non-Defaulting Lenders in a manner consistent with
Section 2.10(c)(i) (and Defaulting Lenders shall not participate therein);
and




          (e) any amount payable to such Defaulting Lender hereunder (whether on account
of principal, interest, fees or otherwise and including any amount that would
otherwise be payable to such Defaulting Lender pursuant to Section 2.9(c)
but excluding Section 3.8(b)) shall, in lieu of being distributed to such
Defaulting Lender, be retained by the Administrative Agent in a segregated account
and, subject to any applicable requirements of law, be applied at such time or times
as may be determined by the Administrative Agent (i) first, to the payment of any
amounts owing by such Defaulting Lender to any Administrative Agent hereunder, (ii)
second, pro rata, to the payment of any amounts owing by such Defaulting Lender to
the Issuing Bank hereunder, (iii) third, if so determined by the Administrative
Agent or requested by the Issuing Bank, held in such account as cash collateral for
future funding obligations of the Defaulting Lender in respect of any existing or
future participating interest in any Letters of Credit, (iv) fourth, to the funding
of any Loan in respect of which such Defaulting Lender has failed to fund its
portion thereof as required by this Credit Agreement, as determined by the
Administrative Agent, (v) fifth, if so determined by the Administrative Agent and
the Borrower, held in such account as cash collateral for future funding obligations
of the Defaulting Lender in respect of any Loans under this Agreement, (vi) sixth,
to the payment of any amounts owing to the Lenders or the Issuing Bank as a result
of any



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judgment of a court of competent jurisdiction obtained by any Lender or the
Issuing Bank against such Defaulting Lender as a result of such Defaulting Lender’s
breach of its obligations under this Credit Agreement, (vii) seventh, to the payment
of any amounts owing to the Borrower as a result of any judgment of a court of
competent jurisdiction obtained by the Borrower against such Defaulting Lender as a
result of such Defaulting Lender’s breach of its obligations under this Agreement,
and (viii) eighth, to such Defaulting Lender or as otherwise directed by a court of
competent jurisdiction; provided that if such payment is (A) a prepayment of the
principal amount of any Loans or reimbursement obligations in respect of LC
Disbursements which a Defaulting Lender has funded its participation obligations and
(B) made at a time when the conditions set forth in Section 5.2 are
satisfied, such payment shall be applied solely to prepay the Loans of, and
reimbursement obligations owed to, all non-Defaulting Lenders pro rata prior to
being applied to the prepayment of any Loans, or reimbursement obligations owed to,
any Defaulting Lender.




          (f) In the event that the Administrative Agent, the Borrower and the Issuing
Bank each agrees that a Defaulting Lender has adequately remedied all matters that
caused such Lender to be a Defaulting Lender, then the LC Exposure of the Lenders
shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitments
and on such date such Lender shall purchase at par such of the Loans of the other
Lenders as the Administrative shall determine may be necessary in order for such
Lender to hold such Loans in accordance with its Applicable Percentage.



     7. Section 3.8(b) of the Credit Agreement is hereby amended and restated in its
entirety to read as follows:




     (b) If any Lender requests compensation under Section 3.5, or if the
Borrower is required to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 3.7, in an
aggregate amount in excess of $5,000, or if any Lender is a Defaulting Lender, then
the Borrower may, at its sole expense (including the fees referred to in Section
10.4(b)) and effort, upon notice to such Lender and the Administrative Agent,
require such Lender to assign and delegate, without recourse (in accordance with and
subject to the restrictions contained in Section 10.4), all its interests,
rights and obligations under the Loan Documents to an assignee that shall assume
such obligations (which assignee may be another Lender, if a Lender accepts such
assignment); provided that (i) such replacement does not conflict with any
requirement of law, (ii) no Event of Default shall have occurred and be continuing
at the time of such replacement, (iii) prior to any such replacement, such Lender
shall have taken no action under Section 3.8(a) so as to eliminate the
continued need for payment of amounts owing pursuant to Section 3.5 or
3.7, if applicable, (iv) the Borrower shall have received the prior written
consent of the Administrative Agent and the Issuing Bank to any replacement Lender
which is not then a Lender, which consents shall not unreasonably be withheld, (v)
such Lender shall have received payment of an amount equal to the outstanding
principal of its Loans and



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participations in LC Disbursements, accrued interest thereon, accrued fees and
all other amounts payable to it hereunder, from the assignee (to the extent of such
outstanding principal and accrued interest and fees) or the Borrower (in the case of
all other amounts) and (vi) in the case of any such assignment resulting from a
claim for compensation under Section 3.5 or payments required to be made
pursuant to Section 3.7, such assignment will result in a reduction in such
compensation or payments. A Lender (other than a Defaulting Lender) shall not be
required to make any such assignment and delegation if, prior thereto, as a result
of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to
require such assignment and delegation cease to apply. Until such time as such
replacement shall be consummated, (i) the Borrower shall pay all additional amounts
(if any) required pursuant to Section 3.5 or 3.7, as the case may
be, and (ii) any such replacement shall not be deemed to be a waiver of any rights
that the Borrower or any Credit Party shall have against the replaced Lender.



     8. Section 4.8 of the Credit Agreement is hereby amended in its entirety to read as
follows:




     Section 4.8 Investment Company Status, Etc. Neither the Borrower nor
any of the Restricted Subsidiaries is (i) an “investment company” as defined in, or
subject to regulation under, the Investment Company Act of 1940 or (ii) otherwise
subject to any other regulatory scheme limiting its ability to incur debt.



     9. Section 7.4(h)(i) of the Credit Agreement is hereby amended in its entirety to read
as follows:




     (i) the consideration paid by the Borrower or any Restricted Subsidiary in
connection with all such acquisitions made after December 31, 2008 shall not exceed
$1,000,000 in the aggregate and the fair market value of the property exchanged in
all such Exchanges after December 31, 2008 shall not exceed $2,000,000 in the
aggregate,



     10. The reference to “subsection (i)” in the second line of Section 7.4(i) of the
Credit Agreement is hereby amended to read “subsection (h)”.



     11. Section 7.4(k)(ii) of the Credit Agreement is hereby amended in its entirety to
read as follows:




     (ii) the sum, without duplication, of the aggregate amount of all such
investments made after December 31, 2008 shall not exceed $1,000,000;



     12. Section 7.8(c) of the Credit Agreement is hereby amended in its entirety to read
as follows:




     (c) if at the time thereof and immediately after giving effect thereto no



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Default shall have occurred and be continuing, the Borrower or any Restricted
Subsidiary may make payments of subordinated Indebtedness to the extent permitted by
the subordination provisions applicable thereto.



     13. Section 7.12(b) and (c) of the Credit Agreement are hereby amended and
restated in their entirety to read as follows:




     (b) Fixed Charge Coverage Ratio. The Borrower will not permit the Fixed
Charge Coverage Ratio as of the last day of any fiscal quarter during any period set
forth in the following table to be less than the ratio set forth below with respect
to such period:



	 	 	 
	Period	 	Ratio
	December 31, 2008 through September 29, 2009
	 	1.75:1.00
	September 30, 2009 and thereafter
	 	2.00:1.00







     (c) Leverage Ratio. The Borrower will not permit the Leverage Ratio at
any time during any period set forth in the following table to be greater than the
ratio set forth below with respect to such period:



	 	 	 
	Period	 	Ratio
	December 31, 2008 through March 30, 2009
	 	4.50:1.00
	March 31, 2009 through June 29, 2009
	 	5.25:1.00
	June 30, 2009 through September 29, 2010
	 	5.75:1.00
	September 30, 2010 and thereafter
	 	3.50:1.00






     14. Section 10.1(b) of the Credit Agreement is hereby amended and restated it its
entirety to read as follows:




     (b) if to the Administrative Agent, or BNYM as Issuing Bank to it at One Wall
Street, New York, New York 10286, Attention of: Ramona Washington (Telephone No.
(212) 635-4699; Facsimile No. (212) 635-6365 or 6366 or 6367), with a copy to The
Bank of New York Mellon, at One BNY Mellon Center, 500 Grant Street, Pittsburgh, PA.
15258-0001, Attention of: Lily A. Dastur (Telephone No. (412) 236-3407; Facsimile No
(412) 236-6112); and



     15. Article 10 of the Credit Agreement is hereby amended by adding the following new
section to the end thereof:




     Section 10.17 No Fiduciary Relationship. The Borrower, on behalf of
itself



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and its Subsidiaries, agrees that in connection with all aspects of the
transactions contemplated hereby and any communications in connection therewith, the
Borrower, its Subsidiaries and their respective Affiliates, on the one hand, and the
Credit Parties and their respective Affiliates, on the other hand, will have a
business relationship that does not create, by implication or otherwise, any
fiduciary duty on the part of the Credit Parties or their Affiliates, and no such
duty will be deemed to have arisen in connection with any such transactions or
communications.



     16. Paragraphs 1 through 15 hereof shall not be effective until such time as the following
conditions are satisfied:




     (a) the Administrative Agent (or its counsel) shall have received from the Borrower,
each other Loan Party and Required Lenders either (i) a counterpart of this Amendment and
Consent signed on behalf 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 and Consent) that such Person has signed a counterpart of this Amendment and
Consent;




     (b) the Administrative Agent (or its counsel) shall have received a certificate or
certificates, signed by the Secretary or Assistant Secretary of each of the Borrower and
each Subsidiary Guarantor, (i) attaching a true and complete copy of the resolutions or
other authorizations authorizing this Amendment and Consent and specifying the incumbency of
each officer executing this Amendment and Consent, including therein a signature specimen of
each such officer, each in form and substance satisfactory to the Administrative Agent, and
(ii) certifying that its certificate of incorporation, certificate of formation, by-laws,
limited liability company agreement or analogous organizational documents have not been
amended since July 29, 2003 or, if so, setting forth same;




     (c) the Administrative Agent shall have received an opinion of Bodman LLP, special
counsel to the Borrower and Subsidiary Guarantors, in form and substance satisfactory to the
Administrative Agent, with respect to, among other things, due authorization, execution and
delivery of this Amendment and Consent and the enforceability of this Amendment and Consent
and the Credit Agreement, as amended thereby;




     (d) the Administrative Agent shall have received, for the account of each Lender which
has executed and delivered this Amendment and Consent on or before 5:00 p.m. (New York time)
on the date hereof, an amendment fee equal to 0.50% of such Lender’s Revolving Commitment as
in effect on the date hereof (after giving effect to the Voluntary Reduction);




     (e) all other fees and expenses payable in connection with this Amendment and Consent,
including, without limitation, the reasonable fees and expenses of counsel to the
Administrative Agent to the extent invoiced, shall have been paid; and




     (f) the Administrative Agent shall have received such other documentation and
assurances as it shall reasonably request in connection with this Amendment and
Consent.



Saga Communications, Inc. Amendment No. 3 and Consent No. 1






- 11 -









 






     17. Each Loan Party hereby (a) reaffirms and admits the validity and enforceability of each
Loan Document to which it is a party and its obligations thereunder, and agrees and admits that it
has no defense to or offset against any such obligation, (b) represents and warrants that no
Default has occurred and is continuing, and (c) represents and warrants that all of the
representations and warranties made by it in the Loan Documents to which it is a party are true and
correct in all material respects, both immediately before and after giving effect to this Amendment
and Consent (except to the extent such representations and warranties specifically relate to an
earlier date, in which case such representations and warranties shall have been true and correct in
all material respects on and as of such earlier date). By signing below, each Subsidiary Guarantor
consents to this Amendment and Consent.



     18. This Amendment and Consent may be executed in any number of counterparts, each of which
shall be an original and all of which shall constitute one agreement. It shall not be necessary in
making proof of this Amendment and Consent to produce or account for more than one counterpart
signed by the party to be charged. Delivery of an executed counterpart by facsimile transmission
shall be effective as delivery of a manually executed counterpart.



     19. The Credit Agreement and the other Loan Documents shall in all other respects remain in
full force and effect, and no waiver herein in respect of any term or condition of any Loan
Document shall be deemed to be a waiver or other modification in respect of any other term or
condition of any Loan Document.



     20. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK.



[Remainder of Page is Intentionally Blank]




Saga Communications, Inc. Amendment No. 3 and Consent No. 1






- 12 -









 





     IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 3 and Consent No. 1 to
be duly executed and delivered by their proper and duly authorized officers as of the day and year
first above written.



	 	 	 	 	 	 	 
	 	 	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

SAGA BROADCASTING, LLC

SAGA COMMUNICATIONS OF NEW ENGLAND, LLC

SAGA QUAD STATES COMMUNICATIONS, LLC

TIDEWATER COMMUNICATIONS, LLC

FRANKLIN COMMUNICATIONS, INC.

SAGA COMMUNICATIONS OF ILLINOIS, LLC

LAKEFRONT COMMUNICATIONS, LLC

SAGA COMMUNICATIONS OF SOUTH DAKOTA, LLC

SAGA COMMUNICATIONS OF NEW HAMPSHIRE, LLC

SAGA COMMUNICATIONS OF ARKANSAS, LLC

SAGA COMMUNICATIONS OF NORTH CAROLINA, LLC

SAGA COMMUNICATIONS OF TUCKESSEE, LLC

SAGA COMMUNICATIONS OF MILWAUKEE, LLC

SAGA COMMUNICATIONS OF IOWA, LLC

SAGA COMMUNICATIONS OF CHARLOTTESVILLE, LLC




	 	 	 	 	 
	By:

	 	/s/ Samuel D. Bush
 

	 	 
	Name: Samuel D. Bush	 	 
	Title: Treasurer	 	 






Saga Communications, Inc. Amendment No. 3 and Consent No. 1






 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANK OF AMERICA, N.A.,	 	 	 	THE BANK OF NEW YORK MELLON
	individually and as Documentation Agent	 	 	 	individually, as Issuing Bank and as Administrative Agent
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Christopher S. Allen
 

	 	 	 	By:
	 	/s/ Lily A. Dastur
 

	 	 	 	 
	Name: Christopher S. Allen	 	 	 	Name: Lily A. Dastur
	Title: Senior Vice President	 	 	 	Title: Vice President
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	National City Bank, as a Lender	 	 	 	Sun Trust Bank, as a Lender
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Michael Kell
 

	 	 	 	By:
	 	/s/ Jill White
 

	 	 	 	 
	Name: Michael Kell	 	 	 	Name: Jill White
	Title: Vice President	 	 	 	Title: Vice President
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Bank of Scotland PLC, as a Lender	 	 	 	BMO Capital Markets Financing, Inc., as a Lender
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Julia R. Franklin
 

	 	 	 	By:
	 	/s/ Naghmeh Hashemifard
 

	 	 	 	 
	Name: Julia R. Franklin	 	 	 	Name: Naghmeh Hashemifard
	Title: Assistant Vice President	 	 	 	Title : Director
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	ING Capital, LLC, as a Lender	 	 	 	U.S. Bank National Association, as a Lender
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Stephen M. Nettler
 

	 	 	 	By:
	 	/s/ Susan Bader
 

	 	 	 	 
	Name: Stephen M. Nettler	 	 	 	Name: Susan Bader
	Title: Managing Director	 	 	 	Title: Vice President





Saga Communications, Inc. Amendment No. 3 and Consent No. 1