(ii) exclusion from fixed charges of the cash payments made by Saga in respect of its common stock made during the period from January 1, 2008 through and including December 31, 2008;

(iii) modification of the leverage ratios required to be maintained at any time during a period to be as follows: (a) for the period from March 31, 2009 through June 29, 2009, 5:25 to 1:00, (b) for the periods from June 30, 2009 through September 29, 2010, 5.75 to 1.00, and (c) from September 30, 2010 and thereafter, 3.50 to 1.00;

(iv) modification of the fixed charge coverage ratios required to be maintained as of the last day of any fiscal quarter during a period as follows: (a) for the period ending prior to September 30, 2009, 1.75 to 1.00, and (b) for the periods ending on or after September 30, 2009 and thereafter, 2.00 to 1.00;

(v) adding an ABR margin ranging from 1.75% to 3.75% and increasing the Eurodollar margin and letter of credit fee to range from 2.75% to 4.75%, in each case depending on the leverage ratio maintained by Saga;

(vi) providing for an increased commitment fee ranging from 0.375% to 0.750%, depending on the leverage ratio maintained by Saga;

(vii) elimination of the ability of Saga to declare and pay cash dividends on or repurchase its equity interests;

(viii) permitting only aggregate investments of no more than $1,000,000 after December 31, 2008 in acquisitions of broadcasting stations (other than like-kind exchanges);

(ix) limiting the aggregate fair market value of the property exchanged in all like-kind exchanges to no more than $2,000,000 for all like-kind exchanges after December 31, 2008; and

(x) permitting only aggregate investments of no more than $1,000,000 after December 31, 2008 in unrestricted subsidiaries or other investments (including joint ventures) in persons engaged in the radio or television broadcasting business.

The foregoing summary is qualified in its entirety by reference to the text of Credit Agreement No. 3, which is filed as Exhibit 4(f) and is incorporated herein by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(e) The Compensation Committee (the "Committee") of the Board of Directors of Saga Communications, Inc. (the "Company") determined and recommended to the Board of Directors, in light of the Company's and industry's current economic situation, the payment to the Company's named executive officers of cash bonuses of 10% less than were paid last year, with such payment not to be made until December 31, 2009. The Board of Directors approved the Committee's recommendation as of March 12, 2009. The amounts of such cash bonuses are set forth in the table and narrative below:

Name                       Title                                                                  Amount
Samuel D. Bush             Senior Vice President, Chief Financial Officer and Treasurer            $ 33,750
Steven J. Goldstein        Executive Vice President and Group Program Director                     $ 63,000
Warren S. Lada             Senior Vice President - Operations                                      $ 33,750
Marcia K. Lobaito          Senior Vice President, Secretary and Director of Business Affairs       $ 20,250

Bonus amounts for the above named executive officers were determined in the Committee's discretion, based on the input and recommendation of the CEO, the Committee's judgment of the Company's results for the 2008 fiscal year, including operating profitability, growth in revenues and overall financial condition, the Committee's evaluation of each individual named executive officer's contribution to these results, and as set forth above.
Edward K. Christian, the President and CEO of the Company, volunteered to take, and the Committee accepted, a 10% reduction from the bonus he received last year which was $382,522. Mr. Christian would have liked to defer his bonus of $344,000 until December 31, 2009 like the other executive officers, however, pursuant to tax laws and regulations, he could not defer the payment of such bonus without incurring a significant tax penalty. Of the $344,000 bonus, $112,500 represents the Company achieving the free cash flow goal for fiscal year 2008 established pursuant to the Chief Executive Officer Annual Incentive Plan. The balance of the bonus, $231,500 was awarded pursuant to the terms of Mr. Christian's employment agreement which provides that Mr. Christian's aggregate compensation in any

year (excluding stock options) shall not be less than his average aggregate annual compensation for the prior three years unless his or the Company's performance shall have declined substantially. Item 9.01. Financial Statements and Exhibits

c) Exhibits.

Exhibit No.    Description
4(f)           Amendment No. 3 and Consent No. 1, dated as of March 9, 2009, under the
               Credit Agreement, dated as of July 29, 2003, among Saga Communications,
               Inc., the Lenders party thereto, Bank of America, N.A., as Documentation
               Agent, and The Bank of New York Mellon, as Administrative Agent