SALEM COMMUNICATIONS CORPORATION, a Delaware corporation,
as First Successor Issuer
SALEM COMMUNICATIONS HOLDING CORPORATION, a Delaware corporation,
as Successor Issuer
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, INC.,
INSPIRATION MEDIA OF TEXAS, 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 SATELITE NETWORK, INC.,
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 TEXAS, INC.,
SALEM MEDIA OF VIRGINIA, INC.,
SALEM MUSIC NETWORK, INC.,
SALEM RADIO NETWORK INCORPORATED,
SALEM RADIO PROPERTIES, INC.,
SALEM RADIO REPRESENTATIVES, INC.,
SOUTH TEXAS BROADCASTING, INC.,
SRN NEWS NETWORK, INC.,
VISTA BROADCASTING, INC.,
as Guarantors
and
THE BANK OF NEW YORK, as Trustee
-----------
SUPPLEMENTAL INDENTURE NO. 2
Dated as of August 24, 2000
to
INDENTURE
Dated as of September 25, 1997
THIS SUPPLEMENTAL INDENTURE NO. 2, dated as of August 24, 2000 (this
"Supplemental Indenture No. 2"), is hereby entered into by and between SALEM
COMMUNICATIONS CORPORATION, a Delaware corporation, as successor to Salem
Communications Corporation, a California corporation (the "Initial Issuer") (the
"First Successor Issuer"), SALEM COMMUNICATIONS HOLDING CORPORATION, a Delaware
corporation, as successor to First Successor Issuer (the "Successor Issuer"),
the guarantors listed on the signature pages hereto (collectively, the
"Guarantors") and THE BANK OF NEW YORK, a New York banking corporation, as
indenture trustee (the "Trustee").
RECITALS
WHEREAS, the Initial Issuer, the guarantors named therein and the
Trustee have previously executed and delivered an Indenture, dated as of
September 25, 1997, providing for the issuance of 9.5% Senior Subordinated Notes
due 2007 in the aggregate principal amount of $150,000,000 (the "Indenture" and
together with the Supplemental Indenture No. 1 and this Supplemental Indenture
No. 2, the "Supplemented Indenture");
WHEREAS, pursuant to an Agreement and Plan of Merger dated as of March
31, 1999, between the Initial Issuer and the First Successor Issuer, First
Successor Issuer was merged with and into the Initial Issuer (the "Merger"), the
First Successor Issuer being the surviving corporation;
WHEREAS, the First Successor Issuer, the guarantors named therein and
the Trustee have executed and delivered a Supplemental Indenture No. 1, dated as
of March 31, 1999 (the "Supplemental Indenture No. 1"), providing for assumption
by the First Successor Issuer of the obligations of the Initial Issuer under the
Indenture and affirming the guarantor's obligations to guarantee the obligations
of the First Successor Issuer;
WHEREAS, pursuant to an Assignment and Assumption Agreement dated as of
August 24, 2000 between the First Successor Issuer and the Successor Issuer,
First Successor Issuer assigned all of its assets (other than the common stock
of Successor Issuer and the common stock of Salem Communications Acquisition
Corporation, an Unrestricted Subsidiary) and liabilities to Successor Issuer and
Successor Issuer agreed to assume such assets and liabilities (the
"Assignment"); and
WHEREAS, Section 801 of the Supplemented Indenture provides that upon
any assignment (including the Assignment) to which the First Successor Issuer is
a party and in which the First Successor Issuer assigns all or substantially all
of the properties and assets of the First Successor Issuer to another Person,
such other Person shall deliver to the Trustee a supplemental indenture
containing specified terms; and
WHEREAS, Section 901 of the Supplemented Indenture provides, among
other things, that without the consent of any Holders, the First Successor
Issuer and the guarantors, when authorized by a Board Resolution, and the
Trustee, at any time and from time to time, may enter into one or more
supplemental indentures to evidence the succession of another Person to the
First Successor Issuer, and the assumption by any such successor of the
covenants of the First Successor Issuer and covenants in the Securities; and
WHEREAS, in accordance with Sections 801(a)(vii) and 903 of the
Supplemented Indenture, the First Successor Issuer has delivered to the Trustee
an Officers' Certificate and an Opinion of Counsel, each stating that the
Assignment and this Supplemental Indenture No. 2 comply with and are permitted
by the Supplemented Indenture and that all conditions precedent provided in the
Supplemented Indenture relating to the Assignment have been complied with; and
WHEREAS, the Board Resolution condition has been satisfied, as
evidenced by the unanimous written consents attached hereto as EXHIBIT A-1 and
EXHIBIT A-2;
NOW, THEREFORE, each party hereto agrees as follows for the benefit of
the other party:
ARTICLE I
RELATION TO SUPPLEMENTED INDENTURE; DEFINITIONS
SECTION 1.01. This Supplemental Indenture No. 2 constitutes an integral
part of the Supplemented Indenture.
SECTION 1.02. For all purposes of this Supplemental Indenture No. 2,
capitalized terms used herein without definition shall have the meanings
specified in the Supplemented Indenture.
ARTICLE II
ASSUMPTION OF OBLIGATIONS
SECTION 2.01. The Successor Issuer hereby expressly assumes all of the
obligations, covenants and duties of the First Successor Issuer under the
Securities and the Supplemented Indenture, and, as hereby amended and
supplemented, the Supplemented Indenture shall remain in full force and effect.
SECTION 2.02. Each Guarantor named herein hereby confirms that its
Guarantee shall apply to the obligations of the Successor Issuer under the
Supplemented Indenture and the Securities.
ARTICLE III
MISCELLANEOUS
SECTION 3.01. This Supplemental Indenture No. 2 shall be construed in
connection with and as a part of the Supplemented Indenture.
SECTION 3.02. For the purposes of clarity in connection with this
Supplemental Indenture No. 2, a definitions of "Parent" is added to Section 101
of the Supplemented Indenture as follows:
2
"PARENT" means Salem Communications Corporation, a Delaware
corporation, the parent of the Issuer hereunder.
SECTION 3.03. For the purposes of clarity in connection with this
Supplemental Indenture No. 2, the definitions of "Change of Control" and
"Permitted Holders" in Section 101 of the Supplemented Indenture are replaced
and restated as follows:
"CHANGE OF CONTROL" means the occurrence of any of the
following events: (i) any "PERSON" or "GROUP" (as such terms are used
in Sections 13(d) and 14(d) of the Exchange Act), other than Permitted
Holders, is or becomes the "BENEFICIAL OWNER" (as defined in Rules
13d-3 and 13d-5 under the Exchange Act, except that a Person shall be
deemed to have beneficial ownership of all shares that such Person has
the right to acquire, whether such right is exercisable immediately or
only after the passage of time), directly or indirectly, of more than
40% of the total outstanding Voting Stock of Parent, PROVIDED that the
Permitted Holders "BENEFICIALLY OWN" (as so defined) a lesser
percentage of such voting Stock than such other Person and do not have
the right or ability by voting power, contract or otherwise to elect or
designate for election a majority of the Board of Directors of Parent;
(ii) during any period of two consecutive years, individuals who at the
beginning of such period constituted the Board of Directors of Parent
(together with any new directors whose election to such Board or whose
nomination for election by the shareholders of Parent, was approved by
a vote of 66% of the directors then still in office who were either
directors at the beginning of such period or whose election or
nomination for election was previously so approved) cease for any
reason to constitute a majority of such Board of Directors then in
office; (iii) the Company consolidates with or merges with or into any
Person or conveys, transfers or leases all or substantially all of its
assets to any Person, or any corporation consolidates with or merges
into or with the Company, in any such event pursuant to a transaction
in which the outstanding Voting Stock of the Company is changed into or
exchanged for cash, securities or other property, other than any such
transaction in which the outstanding Voting Stock of the Company is not
changed or exchanged at all (except to the extent necessary to reflect
a change in the jurisdiction of incorporation of the Company) or in
which (A) the outstanding Voting Stock of the Company is changed into
or exchanged for (x) Voting Stock of the surviving corporation which is
not Disqualified Equity Interests or (y) cash, securities and other
property (other than Equity Interests of the surviving corporation) in
an amount which could be paid by the Company as a Restricted Payment in
accordance with Section 1009 (and such amount shall be treated as a
Restricted Payment subject to the provisions described under Section
1009) and (B) no "PERSON" or "GROUP" other than Permitted Holders owns
immediately after such transaction directly or indirectly, more than
the greater of (1) 40% of the total outstanding Voting Stock of the
surviving corporation and (2) the percentage of the outstanding Voting
Stock of the surviving corporation owned, directly or indirectly, by
Permitted Holders immediately after such transaction; or (iv) the
Company is liquidated or dissolved or adopts a plan of liquidation or
dissolution other than in a transaction which complies with the
provisions described under Article Eight.
3
"PERMITTED HOLDERS" means as of the date of determination (i)
any of Stuart W. Epperson and Edward G. Atsinger III; (ii) family
members or the relatives of the Persons described in clause (i); (iii)
any trusts created for the benefit of the Persons described in clauses
(i), (ii) or (iii) or any trust for the benefit of any such trust; or
(iv) in the event of the incompetence or death of any of the Persons
described in clauses (i) and (ii), such Person's estate, executor,
administrator, committee or other personal representative or
beneficiaries, in each case who at any particular date shall
beneficially own or have the right to acquire, directly or indirectly,
Equity Interests of the Company.
SECTION 3.04. The headings herein are for convenience only and shall
not affect the construction thereof.
SECTION 3.05. All covenants and agreements in this Supplemental
Indenture No. 2 by the Successor Issuer shall bind its successors and assigns,
whether so expressed or not. All agreements of the Trustee in this Supplemental
Indenture No. 2 shall bind its successors, co-indenture trustees, if any, and
agents.
SECTION 3.06. In case any provision in this Supplemental Indenture No.
2 shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.
SECTION 3.07. THIS SUPPLEMENTAL INDENTURE NO. 2 SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICTS OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
SECTION 3.08. This Supplemental Indenture No. 2 may be executed in any
number of counterparts, each of which so executed shall be deemed to be an
original, but all such counterparts shall together constitute but one and the
same instrument.
SECTION 3.09. The Trustee makes no representation as to the validity or
sufficiency of this Supplemental Indenture No. 2.
4
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture No. 2 to be duly executed by their respective officers hereunto duly
authorized, as of the day and year first above written.
SALEM COMMUNICATIONS CORPORATION, a Delaware
corporation, as First Successor Issuer
Attest: /S/ JONATHAN L. BLOCK By: /S/ EDWARD G. ATSINGER III
---------------------------- ----------------------------------
Jonathan L. Block Edward G. Atsinger III
Vice President and Secretary President and Chief Executive Officer
SALEM COMMUNICATIONS HOLDING
CORPORATION, a Delaware corporation,
as Successor Issuer
Attest: /S/ JONATHAN L. BLOCK By: /S/ EDWARD G. ATSINGER III
--------------------------- ----------------------------------
Jonathan L. Block Edward G. Atsinger III
Secretary President and Chief Executive Officer
THE BANK OF NEW YORK, a New York banking
corporation, as Trustee
By: /S/ MARY BETH LEWICKI
----------------------------------
Name: Mary Beth Lewicki
Title: Vice President
5
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, INC.
INSPIRATION MEDIA OF TEXAS, 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 SATELITE NETWORK, INC.
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 TEXAS, INC.
SALEM MEDIA OF VIRGINIA, INC.
SALEM MUSIC NETWORK, INC.
SALEM RADIO NETWORK INCORPORATED
SALEM RADIO PROPERTIES, INC.
SALEM RADIO REPRESENTATIVES, INC.
SOUTH TEXAS BROADCASTING, INC.
SRN NEWS NETWORK, INC.
VISTA BROADCASTING, INC.
as Guarantors
Attest: /S/ JONATHAN L. BLOCK By: /S/ EDWARD G. ATSINGER III
----------------------------- ------------------------------
Jonathan L. Block Edward G. Atsinger III
Secretary President and Chief Executive Officer
6
STATE OF CALIFORNIA )
COUNTY OF VENTURA )
CITY OF CAMARILLO )
On the 10th day of August, 2000, before me, Janice Crawford, Notary
Public, personally came Edward G. Atsinger III and Jonathan L. Block, personally
known to me, to be the persons whose names are subscribed to the within
instrument as President and Chief Executive Officer and Secretary, respectively,
of Salem Communications Corporation (DE), 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, Inc., Inspiration Media of Texas, 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 Satelite Network, Inc., 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 Texas, Inc., Salem Media of
Virginia, Inc., Salem Music Network, Inc., Salem Radio Network, Incorporated,
Salem Radio Properties, Inc., Salem Radio Representatives, Inc., South Texas
Broadcasting, Inc., SRN News Network, Inc., Vista Broadcasting, Inc., the
corporations described in and which executed the foregoing instrument; and that
they signed their names thereto pursuant to authority of the Boards of Directors
of such corporations.
WITNESS my hand and official seal.
[SEAL] /S/ JANICE CRAWFORD
--------------------------------
Notary Public
EXHIBIT A-1
ACTION BY UNANIMOUS WRITTEN CONSENT OF
THE BOARD OF DIRECTORS
OF SALEM COMMUNICATIONS CORPORATION
The undersigned, constituting all of the members of the Board of
Directors of Salem Communications Corporation, a Delaware corporation (the
"Corporation"), pursuant to Section 141(f) of the Delaware General Corporation
Law, hereby consent to the adoption of the following resolutions, in lieu of
holding a special meeting of the Board of Directors of the Corporation,
effective as of July 19, 2000.
APPROVAL OF SUPPLEMENTAL INDENTURE NO. 2
WHEREAS, by separate resolutions of even date herewith, the Board of
Directors of the Corporation (the "Board") and the Board of Directors of Salem
Communications Holding Corporation, a Delaware corporation ("SCHC"), have
carefully considered and approved the terms of an Assignment and Assumption
Agreement, pursuant to which the Corporation will assign all of its assets
(other than the common stock of SCHC and the common stock of Salem
Communications Acquisition Corporation) and liabilities to SCHC and SCHC will
assume all such assets and liabilities (the "Assignment");
WHEREAS, the consummation of the Assignment requires the consent of the
parties to the Credit Agreement, dated September 25, 1997, by and among the
Corporation's predecessor corporation, Salem Communications Corporation, a
California corporation, The Bank of New York as Administrative Agent, Bank of
America NT&SA as Documentation Agent and other Lenders party thereto with BNY
Capital Markets, Inc. as Arranger, as amended and restated (the "Credit
Agreement") and the assumption by SCHC of the Corporation's obligations under
the Credit Agreement pursuant to a Second Amended and Restated Credit Agreement
(the "Restated Credit Agreement"), which Restated Credit Agreement and related
transactions have been approved by the Board by separate resolutions of even
date herewith;
WHEREAS, the consummation of the Assignment requires a Supplemental
Indenture No. 2 (the "Supplemental Indenture No. 2"), as required by the terms
of the Indenture, dated as of September 25, 1997, by and among Salem
Communications Corporation, a California corporation, as issuer, the guarantors
named therein as guarantors, and The Bank of New York, as Trustee, as
supplemented by Supplemental Indenture No.1, dated as of March 31, 1999, by and
among the Corporation, the guarantors named therein as guarantors, and The Bank
of New York, as Trustee (the "Indenture"), to provide, inter alia, for the
assumption of the obligations of the Corporation under the Indenture by SCHC,
and the confirmation of the guarantors' guarantee under the Indenture.
WHEREAS, the Board has determined that it is in the best interests of
the Corporation to proceed with execution and implementation of the Supplemental
Indenture No. 2.
NOW THEREFORE, BE IT RESOLVED, that the form, terms and provisions of
the Supplemental Indenture No. 2, in substantially the form presented to and
reviewed by the Board,
and each of the transactions contemplated thereby, and the performance by the
Corporation of all of its obligations pursuant thereto, be, and they hereby are,
in all respects, authorized and approved.
FURTHER RESOLVED that Edward G. Atsinger III in his capacity as
President, Dirk Gastaldo in his capacity as Vice President, Eileen E. Hill in
her capacity as Vice President and Jonathan L. Block in his capacity as Vice
President and Secretary of the Corporation be, and each of them acting alone
hereby is, authorized and empowered to execute and deliver or cause to be
executed and delivered, in the name and on behalf of the Corporation, the
Supplemental Indenture No. 2 on the terms and conditions presented to the Board,
with such changes and modifications thereto as may be approved by the officer or
officers executing the same, such approval to be conclusively evidenced by his
or their execution and delivery thereof;
FURTHER RESOLVED, that the foregoing officers of the Corporation be,
and each of them acting alone hereby is authorized, empowered and directed to
pay or cause to be paid all fees and expenses, to do or cause to be done all
such acts or things and to make, file, execute, seal or deliver, or caused to be
made, filed, executed, sealed or delivered, all such agreements, documents,
instruments, payments, applications and certificates in the name of and on
behalf of the Corporation and under its corporation seal or otherwise as such,
in his discretion, may deem necessary or advisable to carry out and perform the
Supplemental Indenture No. 2 and to consummate any and all of the transactions
contemplated by such documents.
GENERAL RATIFICATION AND AUTHORIZATION
RESOLVED, that the officers of the Corporation be, and each of them
hereby is, authorized to take any other action and execute and deliver any other
agreements, documents and instruments, including powers of attorney, as any of
the officers deem necessary or appropriate to carry out the purpose and intent
of the foregoing resolutions; and
RESOLVED FURTHER, that any action of the Board, the officers of the
Corporation in furtherance of the purposes of the foregoing resolutions, whether
taken before or after the adoption or effectiveness of these resolutions, are
hereby approved, confirmed, ratified and adopted.
A-1-2
IN WITNESS WHEREOF, this unanimous written consent has been executed by
each of the Directors of the Corporation as of the date first written above.
/s/ Stuart W. Epperson
------------------------------
Stuart W. Epperson
/s/ Edward G. Atsinger III
------------------------------
Edward G. Atsinger III
/s/ Eric H. Halvorson
------------------------------
Eric H. Halvorson
/s/ Roland S. Hinz
------------------------------
Roland S. Hinz
/s/ Donald P. Hodel
------------------------------
Donald P. Hodel
/s/ Richard A. Riddle
------------------------------
Richard A. Riddle
/s/ Joseph S. Schuchert
------------------------------
Joseph S. Schuchert
A-1-3
EXHIBIT A-2
ACTION BY UNANIMOUS WRITTEN CONSENT OF
THE BOARD OF DIRECTORS
The undersigned, constituting all of the members of the Board of
Directors of the following corporations ("Corporation"), hereby take the
following actions by written consent:
ATEP Radio, Inc. Salem Media Corporation
Bison Media, Inc. Salem Media of California, Inc.
Caron Broadcasting, Inc. Salem Media of Colorado, Inc.
CCM Communications, Inc. Salem Media of Georgia, Inc.
Common Ground Broadcasting, Inc. Salem Media of Hawaii, Inc.
Golden Gate Broadcasting Co., Inc. Salem Media of Kentucky, Inc.
Inland Radio, Inc. Salem Media of Ohio, Inc.
Inspiration Media, Inc. Salem Media of Oregon, Inc.
Inspiration Media of Texas, Inc. Salem Media of Pennsylvania, Inc.
Kingdom Direct, Inc. Salem Media of Texas, Inc.
New England Continental Media, Inc. Salem Media of Virginia, Inc.
New Inspiration Broadcasting Co., Inc. Salem Music Network, Inc.
Oasis Radio, Inc. Salem Radio Network Incorporated
OnePlace, Ltd. Salem Radio Properties, Inc.
Pennsylvania Media Associates, Inc. Salem Radio Representatives, Inc.
Radio 1210, Inc. South Texas Broadcasting, Inc.
Reach Satellite Network, Inc. SRN News Network, Inc.
Salem Communications Holding Corporation Vista Broadcasting, Inc.
WHEREAS, by separate resolutions of even date herewith, the Board of
Directors of Salem Communications Corporation, a Delaware corporation ("SCC")
and the Board of Directors of Salem Communications Holding Corporation, a
Delaware corporation ("SCHC"), have carefully considered and approved the terms
of an Assignment and Assumption Agreement, pursuant to which SCC will assign all
of its assets (other than the common stock of SCHC and the common stock of Salem
Communications Acquisition Corporation) and liabilities to SCHC and SCHC will
assume all such assets and liabilities (the "Assignment").
WHEREAS, the consummation of the Assignment requires the consent of the
parties to the Credit Agreement, dated September 25, 1997, by and among the
Corporation's parent corporation, Salem Communications Corporation, a California
corporation, The Bank of New
A-2-1
York as Administrative Agent, Bank of America NT&SA as Documentation Agent
and other Lenders party thereto with BNY Capital Markets, Inc. as Arranger, as
amended and restated (the "Credit Agreement") and the assumption by SCHC of
SCC's obligations under the Credit Agreement pursuant to a Second Amended and
Restated Credit Agreement (the "Restated Credit Agreement").
WHEREAS, the consummation of the Assignment requires a Supplemental
Indenture No. 2 (the "Supplemental Indenture No. 2"), the form of which is
attached hereto as Exhibit A, as required by the terms of the Indenture, dated
as of September 25, 1997, by and among Salem Communications Corporation, a
California corporation, as issuer, the guarantors named therein as guarantors,
and The Bank of New York, as Trustee, as supplemented by Supplemental Indenture
No. 1, dated as of March 31, 1999, by and among SCC, the guarantors named
therein as guarantors, and The Bank of New York, as Trustee (the "Indenture"),
to provide, inter alia, for the assumption of the obligations of SCC under the
Indenture by SCHC, and the confirmation of the guarantors' guarantee under the
Indenture.
WHEREAS, the Board has determined that it is in the best interests of
the Corporation to proceed with execution and implementation of the Restated
Credit Agreement and the Supplemental Indenture No. 2 whereby Salem
Communications Holding Corporation shall be substituted as the Issuer and its
subsidiaries shall be the guarantors of its obligations thereunder.
NOW THEREFORE, BE IT RESOLVED, that the form, terms and provisions of
the Supplemental Indenture No. 2, in substantially the form presented to and
reviewed by the Board, and each of the transactions contemplated thereby, and
the performance by the Corporation of all of its obligations pursuant thereto,
be, and they hereby are, in all respects, authorized and approved.
FURTHER RESOLVED, that Dirk Gastaldo in his capacity as Vice President
and Jonathan L. Block in his capacity as Vice President and Secretary of the
Corporation be, and each of them acting alone hereby is, authorized and
empowered to execute and deliver or cause to be executed and delivered, in the
name and on behalf of the Corporation, the Supplemental Indenture No. 2 on the
terms and conditions presented to the Board, with such changes and modifications
thereto as may be approved by the officer or officers executing the same, such
approval to be conclusively evidenced by his or their execution and delivery
thereof;
FURTHER RESOLVED, that the foregoing officers of the Corporation be,
and each of them acting alone hereby is authorized, empowered and directed to
pay or cause to be paid all fees and expenses, to do or cause to be done all
such acts or things and to make, file, execute, seal or deliver, or caused to be
made, filed, executed, sealed or delivered, all such agreements, documents,
instruments, payments, applications and certificates in the name of and on
behalf of the Corporation and under its corporation seal or otherwise as such,
in his discretion, may deem necessary or advisable to carry out and perform the
Supplemental Indenture No. 2 and to consummate any and all of the transactions
contemplated by such document.
A-2-2
GENERAL RATIFICATION AND AUTHORIZATION
RESOLVED, that the officers of the Corporation be, and each of them
hereby is, authorized to take any other action and execute and deliver any other
agreements, documents and instruments, including powers of attorney, as any of
the officers deem necessary or appropriate to carry out the purpose and intent
of the foregoing resolutions; and
RESOLVED FURTHER, that any action of the Board, the officers of the
Corporation in furtherance of the purposes of the foregoing resolutions, whether
taken before or after the adoption or effectiveness of these resolutions, are
hereby approved, confirmed, ratified and adopted.
IN WITNESS WHEREOF, this unanimous written consent has been executed by
each of the Directors of the Corporation as of the 19th day of July, 2000.
/s/ Edward G. Atsinger III
------------------------------
Edward G. Atsinger III
/s/ Eric H. Halvorson
------------------------------
Eric H. Halvorson
A-2-3