FOURTH AMENDMENT TO CREDIT AGREEMENT DATED FEBRUARY 27, 2004

Exhibit 10.1

FOURTH AMENDMENT

TO

CREDIT AGREEMENT

DATED FEBRUARY 27, 2004

BY, BETWEEN AND AMONG

BEASLEY MEZZANINE HOLDINGS, LLC,

BANK OF MONTREAL, CHICAGO BRANCH, AS ADMINISTRATIVE AGENT

AND

THE LENDERS PARTY THERETO

This FOURTH AMENDMENT (the “Amendment”) dated as of February 1, 2007, is entered into by, between and among BEASLEY MEZZANINE HOLDINGS, LLC (“Borrower”), BANK OF MONTREAL, CHICAGO BRANCH (“Bank of Montreal”), as administrative agent for Lenders (in such capacity the “Administrative Agent”), and THE LENDERS (as defined in the Credit Agreement).

WHEREAS, Borrower, the Lenders and the Administrative Agent are parties to that certain Credit Agreement dated as of February 27, 2004, as amended by the First Amendment to Credit Agreement dated June 18, 2004, the Second Amendment to Credit Agreement dated June 27, 2005 and the Third Amendment to Credit Agreement dated January 30, 2006 (as amended, the “Credit Agreement”); and

WHEREAS, Borrower, the Administrative Agent and the Lenders desire to amend the Credit Agreement to (a) provide that the Net Cash Proceeds generated from the sale of any or all of the Stations owned and operated by Borrower or any of its Subsidiaries in the Augusta, Georgia, Atlanta, Georgia and/or Boston, Massachusetts markets (the “Permitted Augusta/Atlanta/Boston Asset Sale”) pursuant to the reverse like-kind exchange contemplated by Borrower for the purchase of radio station WJBR-FM, Wilmington, Delaware (the “WJBR Permitted Acquisition”) do not have to be applied by Borrower to prepay outstanding Term Loans or permanently reduce Revolving Loan Commitments, (b) permit Borrower to use proceeds of Revolving Loans to fund an acquisition loan to the exchange accommodation titleholder participating in the WJBR Permitted Acquisition, (c) provide that the acquisition loan to be made by the Borrower to the exchange accommodation titleholder in connection with the WJBR Permitted Acquisition is a permissible Investment under the Credit Agreement, and (d) consent to the Permitted Augusta/Atlanta/Boston Asset Sale.

NOW, THEREFORE, Borrower, the Administrative Agent and the Lenders hereby agree as follows:

1. Defined Terms. Capitalized terms which are used herein without definition and which are defined in the Credit Agreement shall have the same meanings herein as in the Credit Agreement.

2. Amendments to Credit Agreement. Subject to the satisfaction of the conditions set forth in Section 4 below, the Credit Agreement is hereby amended as follows:

“(3) Further, notwithstanding the foregoing provisions of subsection 2.4B(iii)(a)(1), Borrower shall not be required to use the Net Cash Proceeds from the disposition of any or all of the Stations owned and operated by Borrower or any of its Subsidiaries in the Augusta, Georgia, Atlanta, Georgia and/or Boston, Massachusetts markets (the “Permitted Augusta/Atlanta/ Boston Asset Sale”) (but only to the extent that such Net Cash Proceeds do not exceed the amount of the purchase price, plus reasonable fees and expenses, paid in connection with the WJBR Permitted Acquisition) to prepay the outstanding Term Loans and/or permanently reduce the Revolving Loan Commitments (but shall use such Net Cash Proceeds to repay the outstanding Revolving Loans to the extent required by subsection 2.4B(iii)(a)(1)), provided (A) no Event of Default then exists or would exist after giving effect to the disposition of such Stations, and (B) Beasley FM Acquisition Corp. and WAEC License Limited Partnership (the entities holding the operating assets and FCC Licenses of Stations WAEC, WGAC and WRCA) structure the Permitted Augusta/Atlanta/Boston Asset Sale as a reverse-exchange of like-kind property utilizing a “parking” arrangement as permitted by IRS Rev. Proc. 2000-37 (a “Reverse Like-Kind Exchange”) and in the manner specified below. In connection with effecting a Reverse Like-Kind Exchange for the Permitted Augusta/Atlanta/Boston Asset Sale, the Borrower shall (A) enter into a loan arrangement permitted by IRS Rev. Proc. 2000-37 with WJBR Holdings LLC, a Colorado limited liability company (“WJBR Holdings”), and WJBR License LLC, a Colorado limited liability company (“WJBR License”), WJBR Holdings and WJBR License having been formed to serve the function of an exchange accommodation titleholder in the Reverse Like-Kind Exchange, pursuant to loan documentation that is satisfactory to the Administrative Agent, (B) secure a contractual right to receive the assets of radio station WJBR-FM, Wilmington, Delaware from WJBR Holdings and WJBR License on terms reasonably satisfactory to the Administrative Agent (the “WJBR Permitted Acquisition”), and (C) prior to advancing any funds to WJBR Holdings and WJBR License in connection with such loan arrangement, deliver to the Administrative Agent a First Priority security interest in all contractual rights of Borrower against WJBR Holdings and WJBR License, including without limitation, the loan documentation and purchase rights referenced in (A) and (B) above.”

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“Further, upon satisfaction of the conditions set forth in subsection 2.4B(iii)(a)(3) with respect to a Reverse Like-Kind Exchange for the Permitted Augusta/Atlanta/Boston Asset Sale, Borrower shall be permitted to use proceeds of Revolving Loans in an aggregate amount not to exceed Forty-Two Million Dollars ($42,000,000) to fund an acquisition loan to WJBR Holdings and WJBR License in connection with the WJBR Permitted Acquisition.”

“(xi) Borrower may own Investments in Beasley BA Holdings, LLC, a Delaware limited liability company, and may transfer such Investments to Beasley FM Acquisition Corp., provided that Beasley BA Holdings, LLC becomes a party to the Subsidiary Guaranty and the other Loan Documents to the same extent as the other Subsidiaries of Borrower;

(xii) Borrower may transfer to Beasley BA Holdings, LLC, and Beasley BA Holdings, LLC may own, Investments in WAEC License Limited Partnership, a Delaware limited partnership; and

(xii) Borrower may make the acquisition loan to WJBR Holdings and WJBR License permitted under subsection 2.4B(iii)(a)(3) and subsection 2.5A.”

“(ix) As long as no Event of Default or Potential Event of Default has occurred and is continuing, the Credit Parties may consummate the Permitted Augusta/Atlanta/Boston Asset Sale, provided that the consideration received in such Asset Sale shall be in an amount at least equal to the fair market value of the assets being sold and the sole consideration received in such Asset Sale shall be Cash or Cash and Permitted Sale Notes.”

3. Representations and Warranties. Borrower represents and warrants to the Administrative Agent and the Lenders as follows:

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4. Conditions to Effectiveness. This Amendment shall be effective as of February 1, 2007 subject to the satisfaction in full, or waiver by the Administrative Agent in writing on or prior to such date, of the conditions precedent set forth in subsections 4.2 and 4.3 of the Credit Agreement, as applicable, and the following conditions:

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5. Miscellaneous Provisions.

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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first written above.

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