SALEM COMMUNICATIONS HOLDING CORPORATION
AMENDMENT NO. 1
AMENDMENT NO. 1 (this "AMENDMENT"), dated as of January 15, 2001, to
the Third Amended and Restated Credit Agreement, dated as of November 7, 2000,
by and among SALEM COMMUNICATIONS HOLDING CORPORATION, a Delaware corporation
(the "BORROWER"), THE BANK OF NEW YORK, as administrative agent for the Lenders
thereunder (in such capacity, the "ADMINISTRATIVE AGENT"), BANK OF AMERICA,
N.A., as Syndication Agent, FLEET NATIONAL BANK, as Documentation Agent, and
UNION BANK OF CALIFORNIA, N.A. and THE BANK OF NOVA SCOTIA, as Co-Agents, and
the Lenders party thereto (the "CREDIT AGREEMENT").
RECITALS
I. Except as otherwise provided herein, capitalized terms used
herein which are not defined herein shall have the meanings set forth in the
Credit Agreement.
II. The Borrower has requested that the Administrative Agent and
the Required Lenders amend the Credit Agreement upon the terms and conditions
contained herein, and the Administrative Agent and the Required Lenders are
willing to do so.
Accordingly, in consideration of the covenants, conditions and
agreements hereinafter set forth, and for other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, and pursuant to
Section 11.1 of the Credit Agreement, the parties hereto agree as follows:
1. Section 1.1 of the Credit Agreement shall be amended by adding
the following defined terms in the appropriate alphabetical order:
"KALC DEPOSIT ARRANGEMENT": the deposit of the proceeds
received from the KALC Sale with the Exchange Agent pursuant to a
intermediary agreement in all respects satisfactory to the
Administrative Agent in connection with the qualification of the KALC
Sale as a like-kind exchange under Section 1031 of the Code.
"KALC EXCHANGE AGENT": BNY or such other intermediary satisfactory to
the Administrative Agent.
"PENDING TRANSACTIONS": as defined in Section 8.3(d).
2. Section 1.1 of the Credit Agreement shall be amended by
amending and restating the defined terms "Equity Issuance", "Fixed Charges" and
"Stock" to read as follows:
"EQUITY ISSUANCE": (a) the issuance or sale by the Parent or
any of its Subsidiaries after the Second Restatement Date of (i) any
capital stock (other than capital stock issued on the exercise of the
Bridge Warrants or any other warrants or options described in clause
(ii) below), (ii) any warrants or options exercisable in respect of
capital stock (other than any warrants or options issued to directors,
officers or employees of the Parent or of any of its Subsidiaries),
(iii) any other security or instrument representing an equity interest
(or the right to obtain any equity interest) in the issuing or selling
Person or (b) the receipt by the Parent or any of its Subsidiaries
after the Second Restatement Date of any capital contribution (whether
or not evidenced by any equity security issued by the recipient of that
contribution) other than (x) the Dropdown (as defined in the Parent
Guaranty) and (y) any capital contribution by (1) any Subsidiary of the
Parent to the Parent or to any wholly-owned Subsidiary of the Parent or
(2) the Parent or by any wholly-owned Subsidiary of the Parent to any
Subsidiary of the Parent (other than a capital contribution made with
the Net Equity Proceeds of an Equity Issuance described in clause (a)
of this definition); PROVIDED that an "Equity Issuance" shall not
include the issuance or sale by the Parent of Class A common Stock of
the Parent to the extent that such Stock or the Net Equity Proceeds
derived from the sale or issuance of such Stock shall be used to make
an acquisition of one or more Broadcasting Stations pursuant to Section
8.3(c)(i). For purposes of this definition, prior to the Bridge
Termination Date, Subsidiaries of the Parent shall not include
Acquisition Corp. or any of its Subsidiaries.
"FIXED CHARGES": at any date of determination, the sum,
without duplication, of (a) Debt Service, (b) cash income taxes paid
(other than cash taxes paid in connection with a sale of Property but
only to the extent such cash taxes are paid from the proceeds of such
sale), (c) capital expenditures (excluding (i) capital expenditures
made with insurance proceeds and capital expenditures associated with
an acquisition made within the 12 month period immediately following
such acquisition and (ii) capital expenditures made in the network
operations center located in Dallas, Texas (not in excess of $4,000,000
in the aggregate)), and (d) intercompany loans made to, or investments
made in, the Other Media Subsidiaries, PROVIDED that if Other Media
Cash Flow is negative, such negative Other Media Cash Flow (expressed
as a positive number) shall be subtracted from such intercompany loans
and investments (provided that
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the resulting difference shall not be less than $0), in each case of
the Parent and its Subsidiaries on a Consolidated basis, determined in
accordance with GAAP, for the period of four consecutive fiscal
quarters ending on, or most recently before, such date.
"STOCK": any and all shares, interests, participations,
options, warrants or other equivalents (however designated) of
corporate stock, partnership interests and membership and other limited
liability company interests.
3. Section 1.1 of the Credit Agreement shall be amended by
amending the defined term "Operating Cash Flow" to add the words "and interest
income" immediately after the parenthetical phrase "(exclusive of reciprocal and
barter revenues)" appearing in clause (i) thereof.
4. Section 2.4(b) of the Credit Agreement shall be amended by (a)
inserting the word "cash" before the word "proceeds" in the third line of clause
(iv) thereof and (b) inserting the word "cash" before the word "proceeds" in the
third line of clause (v) thereof.
5. Section 2.5(b) of the Credit Agreement shall be amended by
amending and restating the second sentence thereof to read as follows:
Upon receipt of any Net Sale Proceeds (to the extent received in cash),
including the receipt by the Parent or any of its Subsidiaries of Net
Sale Proceeds from the KALC Sale (provided that, to the extent that
such KALC Sale Net Sale Proceeds have been deposited with the KALC
Exchange Agent in accordance with the KALC Deposit Arrangement, such
Net Sales Proceeds shall not be deemed received in cash until the KALC
Exchange Agent shall have released such Net Sales Proceeds to the
Parent or any of its Subsidiaries), the Borrower shall immediately
prepay the KALC RC Loans in an equal amount until the KALC RC Loans are
repaid in full.
6. Section 6.3 of the Credit Agreement is amended and restated in
its entirety to read as follows:
6.3 CONSOLIDATED ANNUAL OPERATING CASH FLOW TO INTEREST EXPENSE.
The Parent shall maintain as at the end of each fiscal quarter
during the applicable periods set forth below a ratio of Consolidated
Annual Operating Cash Flow to Interest Expense not less than the ratio
set forth below opposite the applicable period set forth below:
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====================================================================== ===================
PERIODS RATIO
- ---------------------------------------------------------------------- -------------------
Second Restatement Date through December 31, 2000 1.75:1.00
- ---------------------------------------------------------------------- -------------------
January 1, 2001 through September 30, 2001 1.50:1.00
- ---------------------------------------------------------------------- -------------------
October 1, 2001 through March 30, 2002 1.75:1.00
- ---------------------------------------------------------------------- -------------------
March 31, 2002 through March 30, 2003 2.00:1.00
- ---------------------------------------------------------------------- -------------------
March 31, 2003 through March 30, 2004 2.25:1.00
- ---------------------------------------------------------------------- -------------------
March 31, 2004 and thereafter 2.50:1.00
====================================================================== ===================
provided that if the Borrower shall make an acquisition pursuant to
Section 8.3(d)(i)(A) or 8.3(d)(i)(B) at any time during the period from
January 1, 2001 through September 30, 2001, the required ratio of
Consolidated Annual Operating Cash Flow to Interest Expense for the
balance of such period shall automatically increase to 1.75:1.00.
7. Section 7.3 of the Credit Agreement is amended and restated in
its entirety to read as follows:
Except as otherwise permitted by Sections 8.3 and 8.7,
maintain, and cause each Subsidiary to maintain, its corporate or other
existence, and maintain, and cause each Subsidiary to maintain, its
good standing in the jurisdiction of it incorporation or organization
and in each other jurisdiction in which failure so to do could
reasonably be expected to have a Material Adverse Effect.
8. Section 8.3 of the Credit Agreement is amended and restated in
its entirety to read as follows:
8.3 MERGER OR ACQUISITION OF PROPERTY.
Consolidate with, be acquired by, or merge into or with any
Person, or acquire all or substantially all of the Stock or Property of
any Person, or any Broadcasting Station (which term for purposes of
this Section 8.3 shall include any broadcast license issued by the FCC
for the operation of a Broadcasting Station), or permit any Subsidiary
so to do, except:
(a) any wholly-owned Subsidiary may (i) merge with the
Borrower (with the Borrower as survivor) or (ii) merge with or acquire
all or substantially all of the Stock or Property of another
wholly-owned Subsidiary;
(b) the Borrower or any wholly-owned Subsidiary may acquire
one or more Broadcasting Stations owned by another Person in exchange
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(pursuant to an exchange permitted pursuant to Section 8.7(d)) for one
or more Broadcasting Stations owned by the Borrower or such
wholly-owned Subsidiary, PROVIDED that not later than 15 days prior to
the consummation of any such exchange, the Borrower shall have
delivered to the Administrative Agent financial statements for the next
four full fiscal quarters of the Borrower, prepared on a pro forma
basis reflecting the consummation of such exchange, together with a
certificate of an Authorized Signatory of the Borrower certifying that
the Borrower is in pro forma compliance with the terms, covenants,
provisions and conditions of this Agreement, including Sections 6.1,
6.2, 6.3, 6.4 and 6.5 (and attaching calculations with respect to
Sections 6.1, 6.2, 6.3, 6.4 and 6.5), all in form and substance
reasonably satisfactory to the Administrative Agent;
(c) provided that immediately before and after giving effect
thereto, all representations and warranties contained in the Loan
Documents shall be true and correct and no Default or Event of Default
shall exist:
(i) the Borrower or any wholly-owned Subsidiary
may make acquisitions, including through a merger (with the Borrower
or such wholly-owned Subsidiary (or a Person that becomes a wholly-
owned Subsidiary) as the survivor thereof), of Broadcasting Stations,
PROVIDED that the aggregate gross consideration paid for such
acquisition is payable solely in Class A common Stock of the Parent
and/or Net Equity Proceeds received by the Parent not earlier than 10
days prior to such acquisition from the issuance or sale of Class A
common Stock of the Parent,
(ii) the Borrower or any wholly-owned Subsidiary may
consummate those transactions which are listed on Schedule 8.3(c)
(collectively, the "DESIGNATED TRANSACTIONS"), PROVIDED that not later
than 15 days prior to the consummation of any such transaction, the
Borrower shall have delivered to the Administrative Agent financial
statements for the next four full fiscal quarters of the Borrower,
prepared on a pro forma basis reflecting the consummation of such
transaction, together with a certificate of an Authorized Signatory of
the Borrower certifying that the Borrower is in pro forma compliance
with the terms, covenants, provisions and conditions of this Agreement,
including Sections 6.1, 6.2, 6.3, 6.4 and 6.5 (and attaching
calculations with respect to Sections 6.1, 6.2, 6.3, 6.4 and 6.5), all
in form and substance reasonably satisfactory to the Administrative
Agent, and
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(iii) the Borrower may acquire all of the issued and
outstanding Stock of Acquisition Corp. and any intercompany
Indebtedness of Acquisition Corp. held by the Parent pursuant to the
Dropdown (as defined in the Parent Guaranty);
(d) upon 30 days' notice to the Administrative Agent, the
Borrower or any wholly-owned Subsidiary may make other acquisitions,
including through a merger (with the Borrower or such wholly-owned
Subsidiary (or a Person that becomes a wholly-owned Subsidiary) as the
survivor thereof), PROVIDED that:
(i): such acquisition or merger shall meet any of
the following requirements:
(A) if immediately before or after giving
effect to such acquisition or merger the Total Leverage Ratio shall
exceed 5.50:1.00 (in such case, a "LEVERAGED ACQUISITION"), (I) the
aggregate gross consideration paid or payable for such Leveraged
Transaction (including capital expenditures relating to such Leveraged
Acquisition that are reasonably anticipated for the 12 month period
following such Leveraged Acquisition), when added to the aggregate gross
consideration paid or payable for all Leveraged Acquisitions (including
capital expenditures relating to each such Leveraged Acquisition that
were reasonably anticipated for the 12 month period following such
Leveraged Acquisition) made during the period commencing on the Second
Restatement Date and ending through and including the date of the
Leveraged Acquisition then being contemplated, shall not exceed
$50,000,000 LESS the aggregate gross consideration paid or payable for
each acquisition or merger made pursuant to Section 8.3(d)(i)(D)
(including capital expenditures relating to each such acquisition or
merger that were reasonably anticipated for the 12 month period
following such acquisition or merger) if immediately before or after
giving effect to such acquisition or merger made pursuant to Section 8.
3(d)(i)(D) the Total Leverage Ratio shall exceed 5.50:1.00, and (II)
immediately before and after giving effect to such Leveraged Acquisition
the ratio of Consolidated Annual Operating Cash Flow to Interest Expense
shall not be less than 1.75:1.00,
(B) immediately before and after giving
effect to such acquisition or merger (I) the Total Leverage Ratio shall
be less than or equal to 5.50:1.00 and (II) the ratio of Consolidated
Annual Operating Cash Flow to Interest Expense shall not be less than
1.75:1.00,
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(C) the aggregate gross consideration paid
or payable for such acquisition or merger (including capital
expenditures relating to such acquisition or merger that are reasonably
anticipated for the 12 month period following such acquisition or
merger), when added to the aggregate gross consideration paid or payable
for each such acquisition or merger (including capital expenditures
relating to each such acquisition or merger that were reasonably
anticipated for the 12 month period following such acquisition or
merger) made during the period commencing on January 15, 2001 and ending
through and including the date of the acquisition or merger then being
contemplated, shall not exceed 50% of the Net Sale Proceeds received
from the sale of Property pursuant to Section 8.7(d) after January 15,
2001, or
(D) such acquisition or merger is one of
the pending transactions set forth on Schedule 8.3(d) (collectively,
the "PENDING TRANSACTIONS"),
(ii) immediately before and after giving effect to
any such proposed acquisition or merger, all representations and
warranties contained in the Loan Documents shall be true and correct
and no Default or Event of Default shall exist,
(iii) the Borrower shall have received with respect
to each such acquisition or merger an order from the FCC in respect of
the acquisition or merger of a Broadcasting Station (which FCC order
need not have become a final order) and all other similar material
orders from all other applicable Governmental Authorities, with regard
to the acquisition or merger, authorizing the applicable transactions,
if required by applicable law, and the Administrative Agent shall have
received true, complete and correct copies, certified by an Authorized
Signatory of the Borrower, of all such orders, and
(iv) not later than 15 days prior to the
consummation of any such acquisition or merger, the Borrower shall have
delivered to the Administrative Agent financial statements for the next
four full fiscal quarters of the Borrower, prepared on a pro forma
basis reflecting the consummation of such acquisition, together with a
certificate of an Authorized Signatory of the Borrower certifying that
the Borrower is in pro forma compliance with the terms, covenants,
provisions and conditions of this Agreement, including Sections 6.1,
6.2, 6.3, 6.4 and 6.5 (and attaching calculations with respect to
Sections 6.1, 6.2, 6.3, 6.4 and 6.5), all in form and substance
reasonably satisfactory to the Administrative Agent.
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(e) as permitted under Section 8.5; and
(f) the Common Ground Reorganization, PROVIDED that (i)
immediately before and after giving effect to the Common Ground
Reorganization, all representations and warranties contained in the
Loan Documents shall be true and correct and no Default or Event of
Default shall exist, (ii) the Borrower shall have received with respect
to the Common Ground Reorganization an order (subject to no pending
contest or administrative review) from the FCC (in respect of each
affected Broadcasting Station) and all other similar material orders
from all other applicable Governmental Authorities, with regard to the
Common Ground Reorganization, authorizing the applicable transactions,
if required by applicable law, and the Administrative Agent shall have
received true, complete and correct copies, certified by an Authorized
Signatory of the Borrower, of all such orders, (iii) the Common Ground
Collateral Release shall not have occurred more than five Business Days
prior to the consummation of the Common Ground Reorganization and (iv)
within five Business Days after the consummation of the Common Ground
Reorganization, (A) Common Ground Broadcasting, Inc. and each
Subsidiary that receives transferred assets and that is not then a
party to the Subsidiary Guaranty shall become a party to the Subsidiary
Guaranty, and (B) the Borrower and each Subsidiary that receives
transferred assets shall grant a security interest pursuant to the
Borrower Security Agreement or the Subsidiary Guaranty in and to all of
the assets transferred to it, all in the manner required by this
Section 8.3.
If the aggregate gross consideration for any such acquisition
or merger permitted by Section 8.3(b) or 8.3(d) (including capital
expenditures relating to such acquisition or merger that are reasonably
anticipated for the 12 month period following such acquisition or
merger) exceeds $10,000,000, (i) the Borrower shall have delivered to
the Administrative Agent and each Lender such details of such
transaction as the Administrative Agent or any Lender (through the
Administrative Agent) shall reasonably request, and (ii) the Borrower
shall have delivered to the Administrative Agent a certificate of an
Authorized Signatory of the Borrower certifying that (A) the Borrower
is in pro-forma compliance with the terms, covenants, provisions, and
conditions of this Agreement, including, without limitation, Sections
6.1, 6.2, 6.3, 6.4 and 6.5 (and attaching calculations with respect to
Sections 6.1, 6.2, 6.3, 6.4 and 6.5), and (B) immediately before and
after giving effect to any such acquisition or merger, all
representations and warranties contained in the Loan Documents are true
and correct and no Default or Event of Default exists.
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If the aggregate gross consideration for any such acquisition
or merger permitted by Section 8.3(b) or 8.3(d) (including capital
expenditures relating to such acquisition or merger that are reasonably
anticipated for the 12 month period following such acquisition or
merger) exceeds $20,000,000, the Borrower shall have delivered to the
Administrative Agent and each Lender an independent appraisal of each
Property to be acquired, such appraisal to be in all respects
satisfactory to the Administrative Agent.
Immediately upon the consummation of any acquisition or merger
permitted under Sections 8.3(b), 8.3(c) or 8.3(d), (i) the Borrower
shall have delivered to the Administrative Agent such UCC financing
statements and other documents as the Administrative Agent shall
reasonably require in order to grant to the Administrative Agent a
first priority perfected security interest in the Property acquired
under and pursuant to the Collateral Documents, subject to no Liens
other than Permitted Liens, (ii) if the Borrower shall have created or
acquired a Subsidiary in connection with such acquisition, such
Subsidiary shall have become a party to the Subsidiary Guaranty and
(iii) the Borrower shall have delivered to the Administrative Agent
such opinions and other documents as the Administrative Agent shall
reasonably require in connection therewith.
9. Section 8.7(b) of the Credit Agreement is amended and restated
in its entirety to read as follows:
(b) transfers permitted by Section 8.3 and Section 8.5;
10. Section 8.7(e) of the Credit Agreement is amended and restated
in its entirety to read as follows:
(e) Acquisition Corp. may consummate the KALC Sale in
accordance with the terms of the KALC Purchase Agreement, provided that
the Borrower shall immediately prepay the then outstanding balance of
the KALC RC Loans upon receipt of the proceeds of the KALC Sale in
accordance with Section 2.5; provided further that, in the event that
the Loan Party receiving such proceeds shall elect to deposit the
proceeds of the KALC Sale with the KALC Exchange Agent in accordance
with the KALC Deposit Arrangement, such Loan Party shall grant to the
Administrative Agent a first priority perfected security interest in
and to all of such Loan Party's right, title and interest in and to
such deposit and all documentation executed and delivered in connection
with the KALC
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Deposit Arrangement pursuant to documentation in all respects
satisfactory to the Administrative Agent.
11. Section 8.19 of the Credit Agreement is amended and restated in
its entirety to read as follows:
8.19 CHANGE IN NAME, JURISDICTION OF ORGANIZATION; NATURE OF
BUSINESS.
Change its legal name or the jurisdiction of its organization,
make any material change in the nature of its business, taken as a
whole, as conducted on the Second Restatement Date, or convert its form
of organization to another form of organization, or permit any of its
Subsidiaries so to do, except that any Subsidiary may change its name
or the jurisdiction of its organization or convert its form of
organization to a corporation or limited liability company, PROVIDED
that the Subsidiary (i) shall provide to the Administrative Agent 30
days (or such lesser period as shall be satisfactory to the
Administrative Agent) prior written notice of such change or
conversion, (ii) no fewer than 10 days (or such lesser period as shall
be satisfactory to the Administrative Agent) prior to the applicable
change or conversion, shall have taken all steps necessary or
reasonably required by the Administrative Agent to maintain its
guaranty and the perfection of the Security Interest under the
Subsidiary Guaranty and (iii) shall deliver to the Administrative Agent
such certificates, Uniform Commercial Code financing statements, legal
opinions and other documents as the Administrative Agent shall
reasonably require.
12. The Credit Agreement is amended to add a new Schedule 8.3(d) in
the form attached hereto.
13. The Required Lenders hereby consent to the execution and
delivery of Amendment No. 1 to the Parent Guaranty substantially in the form
attached hereto.
14. Paragraphs 1-13 of this Amendment shall not become effective
until the Administrative Agent shall have received:
(a) counterparts of this Amendment duly executed by the
Borrower, the Subsidiary Guarantors, the Administrative Agent and
the Required Lenders;
(b) counterparts of Amendment No. 1 to the Parent
Guaranty substantially in the form attached hereto duly executed by
the Parent, the Borrower and the Administrative Agent;
(c) a certificate, dated the date hereof, of the Secretary
or an Assistant Secretary of each Loan Party attaching a true and
complete copy of the resolutions
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of its Board of Directors or other authorizing documents and of all
documents evidencing all necessary corporate or other action (in form
and substance reasonably satisfactory to the Administrative Agent) taken
by it to authorize this Amendment, Amendment No. 1 to the Parent
Guaranty and the transactions contemplated hereby and thereby;
(d) an opinion of the General Counsel of the Parent and
the Borrower, addressed to the Administrative Agent and the other Credit
Parties in form and substance satisfactory to the Administrative Agent.
It is understood that such opinion is being delivered to the
Administrative Agent and the other Credit Parties upon the direction of
the Parent and the other Loan Parties and that the Administrative Agent
and the other Credit Parties may and will rely upon such opinion; and
(e) for the account of each Lender executing and
delivering (without condition) this Amendment and Amendment No. 1 to the
Parent Guaranty to the Administrative Agent before 5:00 p.m. (New York
City time) on January 29, 2001, an amendment fee equal to 0.125% of such
Lender's RC Commitment on such date.
Upon this Amendment becoming effective in accordance with this
Paragraph 14, the definition of "Fixed Charges", as amended and restated
pursuant to Paragraph 2, shall be deemed effective as of the Second Restatement
Date.
15. In all other respects the Credit Agreement and other Loan
Documents shall remain in full force and effect.
16. In order to induce the Administrative Agent and the Required
Lenders to execute and deliver this Amendment, the Borrower and the Subsidiary
Guarantors each (a) certifies that, immediately after giving effect to this
Amendment, all representations and warranties contained in the Loan Documents to
which it is a party shall be true and correct in all respects with the same
effect as though such representations and warranties had been made on the date
hereof, except as the context otherwise requires or as otherwise permitted by
the Loan Documents or this Amendment, (b) certifies that, immediately after
giving effect to this Amendment, no Default or Event of Default shall exist
under the Loan Documents, as amended, and (c) agrees to pay all of the
reasonable fees and disbursements of counsel to the Administrative Agent
incurred in connection with the preparation, negotiation and closing of this
Amendment.
17. Each of the Borrower and the Subsidiary Guarantors (a)
reaffirms and admits the validity, enforceability and continuing effect of all
Loan Documents to which it is a party, and its obligations thereunder, and (b)
agrees and admits that as of the date
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hereof it has no valid defenses to or offsets against any of its obligations to
any Credit Party under any Loan Document to which it is a party.
18. This Amendment may be executed in any number of separate
counterparts and all of said counterparts taken together shall be deemed to
constitute one and the same document. It shall not be necessary in making proof
of this Amendment to produce or account for more than one counterpart signed by
the party to be charged.
19. This Amendment shall be governed by, and construed and
interpreted in accordance with, the laws of the State of New York, without
regard to principles of conflict of laws.
20. The parties have caused this Amendment to be duly executed as
of the date first written above.
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SALEM COMMUNICATIONS HOLDING CORPORATION
AMENDMENT NO. 1 TO CREDIT AGREEMENT
SALEM COMMUNICATIONS HOLDING
CORPORATION
By:
--------------------------
Name:
-----------------------
Title:
-----------------------
SALEM COMMUNICATIONS HOLDING CORPORATION
AMENDMENT NO. 1 TO CREDIT AGREEMENT
ATEP RADIO, INC.
BISON MEDIA, INC.
CARON BROADCASTING, INC.
CCM COMMUNICATIONS, INC.
COMMON GROUND BROADCASTING, INC.
GOLDEN GATE BROADCASTING COMPANY, INC.
INLAND RADIO, INC.
INSPIRATION MEDIA OF TEXAS, INC.
INSPIRATION MEDIA, INC.
KINGDOM DIRECT, INC.
NEW ENGLAND CONTINENTAL MEDIA, INC.
NEW INSPIRATION BROADCASTING COMPANY, INC.
OASIS RADIO, INC.
ONEPLACE, LTD.
PENNSYLVANIA MEDIA ASSOCIATES, INC.
RADIO 1210, INC.
REACH SATELLITE NETWORK, INC.
SALEM COMMUNICATIONS ACQUISITION CORPORATION
SALEM MEDIA CORPORATION
SALEM MEDIA OF COLORADO, INC.
SALEM MEDIA OF GEORGIA, INC.
SALEM MEDIA OF HAWAII, INC.
SALEM MEDIA OF KENTUCKY, INC.
SALEM MEDIA OF OHIO, INC.
SALEM MEDIA OF OREGON, INC.
SALEM MEDIA OF PENNSYLVANIA, INC.
SALEM MEDIA OF VIRGINIA, INC.
SALEM MEDIA OF TEXAS, INC.
SALEM MUSIC NETWORK, INC.
SALEM RADIO NETWORK INCORPORATED
SALEM RADIO PROPERTIES, INC.
SALEM RADIO REPRESENTATIVES, INC.
SCA LICENSE CORPORATION
SOUTH TEXAS BROADCASTING, INC.
SRN NEWS NETWORK, INC.
VISTA BROADCASTING, INC.
By:
---------------------------
Name:
--------------------------
Title:
-------------------------
SALEM COMMUNICATIONS HOLDING CORPORATION
AMENDMENT NO. 1 TO CREDIT AGREEMENT
THE BANK OF NEW YORK,
in its individual capacity
and as Administrative Agent
By:
--------------------------
Name:
-----------------------
Title:
-----------------------
SALEM COMMUNICATIONS HOLDING CORPORATION
AMENDMENT NO. 1 TO CREDIT AGREEMENT
THE BANK AMERICA, N.A.
By:
--------------------------
Name:
-----------------------
Title:
-----------------------
SALEM COMMUNICATIONS HOLDING CORPORATION
AMENDMENT NO. 1 TO CREDIT AGREEMENT
FLEET NATIONAL BANK
By:
--------------------------
Name:
-----------------------
Title:
-----------------------
SALEM COMMUNICATIONS HOLDING CORPORATION
AMENDMENT NO. 1 TO CREDIT AGREEMENT
UNION BANK OF CALIFORNIA, N.A.
By:
--------------------------
Name:
-----------------------
Title:
-----------------------
SALEM COMMUNICATIONS HOLDING CORPORATION
AMENDMENT NO. 1 TO CREDIT AGREEMENT
THE BANK OF NOVA SCOTIA
By:
--------------------------
Name:
-----------------------
Title:
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SALEM COMMUNICATIONS HOLDING CORPORATION
AMENDMENT NO. 1 TO CREDIT AGREEMENT
FIRST HAWAIIAN BANK
By:
--------------------------
Name:
-----------------------
Title:
-----------------------
SALEM COMMUNICATIONS HOLDING CORPORATION
AMENDMENT NO. 1 TO CREDIT AGREEMENT
SUMMIT BANK
By:
--------------------------
Name:
-----------------------
Title:
-----------------------
SALEM COMMUNICATIONS HOLDING CORPORATION
AMENDMENT NO. 1 TO CREDIT AGREEMENT
CITY NATIONAL BANK
By:
--------------------------
Name:
-----------------------
Title:
-----------------------
SALEM COMMUNICATIONS HOLDING CORPORATION
AMENDMENT NO. 1 TO CREDIT AGREEMENT
ING BARINGS LLC
By:
--------------------------
Name:
-----------------------
Title:
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SALEM COMMUNICATIONS HOLDING CORPORATION
AMENDMENT NO. 1 TO CREDIT AGREEMENT
SALEM HOLDINGS
SCHEDULE 8.3(d) TO THE CREDIT AGREEMENT
DATED AS OF NOVEMBER 7, 2000
LIST OF PENDING ACQUISITIONS
1. Acquisition of WFIA-AM, Louisville, Kentucky
Purchase Agreement dated December 6, 2000 between
Blue Chip Broadcasting, Ltd., Blue Chip Broadcasting Licenses
II, Ltd., SCA License Corporation and Salem Communications
Corporation
Purchase Price -- $1,750,000
2. Acquisition of WRBP-AM, Warren, Ohio
Purchase Agreement dated November 6, 2000 between
Star Communications, Inc. and Salem Communications Corporation
Purchase Price -- $675,000
3. Acquisition of WROL-AM, Boston, Massachusetts
Purchase Agreement dated December 29, 2000 between
Carter Broadcasting, Inc. and SCA License Corporation
Purchase Price -- $11,000,000
4. Acquisition of WXRT-AM, Chicago, Illinois
Purchase Agreement dated November 6, 2000 between
Infinity Broadcasting Corporation of Illinois, Infinity
Broadcasting Corporation and Salem Communications Corporation
Purchase Price -- $29,000,000
5. Acquisition of WZER-AM, Milwaukee, Wisconsin and WWTC-AM,
Minneapolis, Minnesota
Purchase Agreement dated October 16, 2000 between
CRN Operations, L.L.C., CRN Licenses, L.L.C. and Salem
Communications Corporation
Purchase Price -- $7,000,000