Exhibit 99.3
NOTICE OF GUARANTEED DELIVERY
Salem Communications Corporation
Offer to Exchange All of Our Outstanding
9.625% Senior Secured Second Lien Notes due 2016
(CUSIP Nos. 794093 AE4 and U78735 AA2)
For
Our new 9.625% Senior Secured Second Lien Notes due 2016
That Have Been Registered
Under the Securities Act of 1933
Pursuant to the Prospectus dated , 2010
| THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 2010, UNLESS EXTENDED (SUCH TIME AND DATE, AS THE SAME MAY BE EXTENDED FROM TIME TO TIME, THE “EXPIRATION TIME”). TENDERS MAY BE WITHDRAWN AT ANY TIME AT OR BEFORE THE EXPIRATION TIME. |
The exchange agent is:
The Bank of New York Mellon Trust Company, N.A.
By Mail, by Courier, or by Hand:
The Bank of New York Mellon
Corporate Trust Operations
Reorganization Unit
101 Barclay Street – 7 East
New York, New York 10286
Attention: Randolph Holder
| By Facsimile Transmission: | Confirm Facsimile Transmission: | |
| (212) 298-1915 | (212) 815-5098 |
TO TENDER OUTSTANDING NOTES, THIS NOTICE OF GUARANTEED DELIVERY MUST BE DELIVERED TO THE EXCHANGE AGENT AT ITS ADDRESS SET FORTH ABOVE AT OR BEFORE THE EXPIRATION TIME. DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION TO A FACSIMILE NUMBER OTHER THAN THE ONE LISTED ABOVE WILL NOT CONSTITUTE VALID DELIVERY TO THE EXCHANGE AGENT.
As set forth in the prospectus dated , 2010 (the “Prospectus”), of Salem Communications Corporation, a Delaware corporation (the “Company”), and in the accompanying Letter of Transmittal (the “Letter of Transmittal”), this Notice of Guaranteed Delivery must be used to accept the Exchange Offer for up to $300,000,000 in aggregate principal amount of its 9.625% Senior Secured Second Lien Notes due 2016 (the “Exchange Notes”) that have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for a like principal amount of its outstanding 9.625% Senior Secured Second Lien Notes due 2016 (the “Outstanding Notes”), if at or before the Expiration Time (1) the Letter of Transmittal or any other documents required thereby cannot be delivered to the Exchange Agent, (2) Outstanding Notes cannot be delivered to the Exchange Agent, or (3) the procedures for book-entry transfer cannot be completed. This form must be delivered by an eligible institution (as described in the Prospectus) by mail or hand delivery or transmitted via facsimile to the Exchange Agent at its address set forth above at or before the Expiration Time. The Prospectus and Letter of Transmittal, as each may be amended, supplemented or otherwise modified from time to time constitute the “Exchange Offer”.
This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on the Letter of Transmittal is required to be guaranteed by an eligible institution under the instructions thereto, such signature guarantee must appear in the applicable space provided on the Letter of Transmittal.
Ladies and Gentlemen:
The undersigned hereby tenders to the Company, upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal (receipt of which are hereby acknowledged), the principal amount of Outstanding Notes specified below pursuant to the guaranteed delivery procedures set forth in the Prospectus and in Instruction 2 of the Letter of Transmittal. By so tendering, the undersigned does hereby make as of the date hereof, the representations and warranties of a tendering holder of Outstanding Notes set forth in the Letter of Transmittal.
PLEASE SIGN AND COMPLETE
Signature(s) of registered holder(s) or Authorized Signatory(1): ________________________________________________________
Name(s) of registered holder(s): ________________________________________________________________________________
Title (Capacity)(2) ___________________________________________________________________________________________
Address:
Date: , 2010
Area Code and Telephone No.: __________________________________________________________________________________
Principal Amount of Outstanding 9.625% Senior Secured Second Lien Notes due 2016 Tendered:
| ¨ | If Outstanding Notes will be delivered by book-entry transfer to the Exchange Agent’s account at The Depository Trust Company, check box, and provide name and account number of tendering institution: |
Name of Tendering Institution: _______________________________________________________________________________
DTC Account No.: _________________________________________________________________________________________
| (1) | This Notice of Guaranteed Delivery must be signed by each registered holder of the Outstanding Notes exactly as each holder’s name) appears on certificate(s) for the Outstanding Notes or, if tendered by a DTC participant, exactly as such participant’s name appears on a security position listing as the owner of the Outstanding Notes, or by each person authorized to become a registered holder by endorsements and documents transmitted with this Notice of Guaranteed Delivery. |
| (2) | Please provide if signature is by an attorney-in-fact, executor, administrator, trustee, guardian, officer of a corporation, or other person acting in a fiduciary or representative capacity. |
DO NOT SEND OUTSTANDING NOTES WITH THIS FORM. OUTSTANDING NOTES SHOULD BE SENT TO THE EXCHANGE AGENT TOGETHER WITH A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL OR AN AGENT’S MESSAGE IN LIEU THEREOF.
PLEASE PRINT EACH NAME AND ADDRESS
GUARANTEE ON REVERSE MUST BE COMPLETED
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a recognized member in good standing of a Medallion Signature Guarantee Program recognized by the Exchange Agent, such as a firm which is a member of a registered national securities exchange, a member of the Financial Industry Regulatory Authority, Inc., a commercial bank or trust company having an office or correspondent in the United States, or certain other eligible institutions as that term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (each, an “Eligible Institution”), guarantees that the certificates for Outstanding Notes tendered hereby in proper form for transfer or confirmation of book-entry transfer of such Outstanding Notes into the Exchange Agent’s account at the Depository Trust Company facility, in each case together with a properly completed and duly executed Letter of Transmittal (or manually signed facsimile thereof) with any required signature guarantees, or an Agent’s Message (as defined in the Letter of Transmittal), and any other documents required by the Letter of Transmittal, will be received by the Exchange Agent at its address set forth above within three New York Stock Exchange trading days after the date of execution hereof.
The Eligible Institution that completes this form must communicate the guarantee to the Exchange Agent and must deliver the Letter of Transmittal and certificates representing the Outstanding Notes to the Exchange Agent, or in the case of a book-entry transfer, an Agent’s Message and confirmation of the book-entry transfer of such Outstanding Notes into the Exchange Agent’s account at the Depository Trust Company, within the time periods shown herein. The undersigned acknowledges that failure to do so could result in a financial loss to such Eligible Institution.
PLEASE PRINT NAME AND ADDRESS
Name of Firm:
Authorized Signature:
Name:
Title:
Date: , 2010
Address:
(Zip Code)
Area Code and Telephone Number: _____________________________________________________________________________