SALEM COMMUNICATIONS CORPORATION
AMENDMENT NO. 3
AMENDMENT NO. 3 (this "AMENDMENT"), dated as of August 17, 2000, to the
First Amended and Restated Credit Agreement, dated as of June 30, 1999, by and
among SALEM COMMUNICATIONS 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
Documentation Agent, BANKBOSTON, N.A., FLEET BANK, N.A., and UNION BANK OF
CALIFORNIA, N.A., as Co-Agents, and the Lenders party thereto, as amended by
Amendment No. 1, dated as of August 11, 1999, and Amendment No. 2, dated as of
February 14, 2000 (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 8.7 of the Credit Agreement shall be amended by (i)
replacing the period at the end of paragraph (a) with "; OR" and (ii) adding a
new paragraph (b) as follows:
(b) subject to the second to the last paragraph of this
Section 8.7, the Borrower may sell the KLTX-AM station to Hi-Favor
Broadcasting, LLC, provided that (i) the aggregate gross consideration
for which shall not be less than $29,500,000 and shall be payable in
cash at closing (which consideration may be deposited with an
intermediary in connection with the qualification of such sale as the
first transaction in a like-kind exchange under Section 1031 of the
Code, provided that such intermediary and all documentation executed
and delivered in connection with such deposit shall be acceptable to
the Administrative Agent, and provided further that the Borrower shall
have granted to the Administrative Agent a first priority perfected
security interest in and to all of the Borrower's right, title and
interest in and to such deposit and all documentation executed and
delivered in connection therewith pursuant to documentation in all
respects satisfactory to the Administrative Agent), (ii) such sale
shall be consummated by no later than August 25, 2000, and (iii) all
other terms and provisions governing such sale shall be acceptable to
the Administrative Agent.
2. Section 8.7 of the Credit Agreement is further amended by replacing
the two references to "8.7(A)" contained in the second to the last paragraph of
Section 8.7 with "8.7(A) OR 8.7(B)".
3. Paragraphs 1-2 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; and
(b) 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 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 and the
transactions contemplated hereby; and
(c) an opinion of counsel to the Borrower in form and
substance satisfactory to the Administrative Agent.
4. In all other respects the Credit Agreement and other Loan Documents
shall remain in full force and effect.
5. 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 before and 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 Credit Agreement or this Amendment, (b) certifies that,
immediately before and 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.
6. 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 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.
7. 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.
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8. 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.
9. The parties have caused this Amendment to be duly executed as of the
date first written above.
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SALEM COMMUNICATIONS CORPORATION
By: /S/ JONATHAN L. BLOCK
----------------------------
Name: JONATHAN L. BLOCK
----------------------------
Title: SECRETARY
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SALEM COMMUNICATIONS CORPORATION
AMENDMENT NO. 3
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 MEDIA CORPORATION
SALEM MEDIA OF CALIFORNIA, INC.
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.
SOUTH TEXAS BROADCASTING, INC.
SRN NEWS NETWORK, INC.
VISTA BROADCASTING, INC.
By: /S/ JONATHAN L. BLOCK
----------------------------
Name: JONATHAN L. BLOCK
----------------------------
Title: SECRETARY
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SALEM COMMUNICATIONS CORPORATION
AMENDMENT NO. 3
THE BANK OF NEW YORK,
in its individual capacity
and as Administrative Agent
By: /S/ STEPHEN M. NETTLER
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Name: STEPHEN M. NETTLER
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Title: VICE PRESIDENT
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BANK OF AMERICA, N.A.
in its individual capacity and as
Documentation Agent
By: /S/ DERRICK BELL
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Name: DERRICK BELL
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Title: VICE PRESIDENT
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FLEET BANK, N.A.,
in its individual capacity and as a
Co-Agent
By: /S/ SRBUI SEFERIAN
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Name: SRBUI SEFERIAN
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Title: ASSISTANT VICE PRESIDENT
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UNION BANK OF CALIFORNIA, N.A.,
in its individual capacity and as a
Co-Agent
By: /S/ MATTHEW H. FLEMING
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Name: MATTHEW H. FLEMING
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Title: INVESTMENT BANKING OFFICER
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THE BANK OF NOVA SCOTIA
By: /S/ PAUL A. WEISSENBERGER
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Name: P.A. WEISSENBERGER
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Title: AUTHORIZED SIGNATORY
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FIRST HAWAIIAN BANK
By: /S/ TRAVIS RUETENIK
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Name: TRAVIS RUETENIK
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Title: ASST. VICE PRESIDENT
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