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EXHIBIT 4.10
SALEM COMMUNICATIONS CORPORATION a California corporation, as
Issuer SALEM COMMUNICATIONS CORPORATION, a Delaware corporation, as
Successor Issuer
ATEP RADIO, INC.,
BISON MEDIA, INC.,
XXXXX 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.,
SALEM MEDIA CORPORATION,
SALEM MEDIA OF CALIFORNIA, INC.,
SALEM MEDIA OF COLORADO, 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 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. 1
Dated as of March 31, 1999
to
INDENTURE
Dated as of September 25, 1997
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THIS SUPPLEMENTAL INDENTURE NO. 1, dated as of March 31, 1999
(this "Supplemental Indenture No. 1"), is hereby entered into by and between
SALEM COMMUNICATIONS CORPORATION, a California corporation (the "Issuer"), SALEM
COMMUNICATIONS CORPORATION, a Delaware corporation, as successor to be the
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 Issuer, the Successor Issuer, the Guarantors and the
Indenture Trustee have 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 this Supplemental Indenture No. 1, the "Supplemented Indenture");
WHEREAS, pursuant to an Agreement and Plan of Merger dated as of
March 31, 1999, between the Issuer and the Successor Issuer, Successor Issuer
will be merged with and into the Issuer (the "Merger"), with the Successor
Issuer as the surviving corporation; and
WHEREAS, Section 801 of the Indenture provides that upon any
merger (including the Merger) to which the Issuer is a party and in which the
Issuer is not the surviving corporation, the successor corporation shall deliver
to the Trustee a supplemental indenture containing specified terms; and
WHEREAS, Section 901 of the Indenture provides, among other
things, that without the consent of any Holders, the 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 Issuer, and the assumption by any such
successor of the covenants of the Issuer and covenants in the Securities; and
WHEREAS, in accordance with Sections 801(a)(vii) and 903 of the
Indenture, the Issuer has delivered to the Trustee an Officers' Certificate and
an Opinion of Counsel, each stating that the Merger and this Supplemental
Indenture No. 1 comply with and are permitted by the Indenture and that all
conditions precedent provided in the Indenture relating to the Merger have been
complied with; and
WHEREAS, the Board Resolution condition has been satisfied, as
evidenced by the unanimous written consent attached hereto as Exhibit A;
NOW, THEREFORE, each party hereto agrees as follows for the
benefit of the other party:
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ARTICLE I
Relation to Indenture; Definitions
SECTION 1.01. This Supplemental Indenture No. 1 constitutes an
integral part of the Indenture.
SECTION 1.02. For all purposes of this Supplemental Indenture No.
1, capitalized terms used herein without definition shall have the meanings
specified in the Indenture.
ARTICLE II
Assumption of Obligations
SECTION 2.01. The Successor Issuer hereby expressly assumes all
of the obligations, covenants and duties of the Issuer under the Securities and
the Indenture, and, as hereby amended and supplemented, the Indenture shall
remain in full force and effect.
SECTION 2.02. Each Guarantor 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. 1 shall be
construed in connection with and as a part of the Indenture.
SECTION 3.02. The headings herein are for convenience only and
shall not affect the construction thereof.
SECTION 3.03. All covenants and agreements in this Supplemental
Indenture No. 1 by the Issuer shall bind its successors and assigns, whether so
expressed or not. All agreements of the Indenture Trustee in this Supplemental
Indenture No. 1 shall bind its successors, co-indenture trustees, if any, and
agents.
SECTION 3.04. In case any provision in this Supplemental
Indenture No. 1 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 3.05. THIS SUPPLEMENTAL INDENTURE NO. 1 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.
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SECTION 3.06. This Supplemental Indenture No. 1 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 3.07. The Trustee makes no representation as to the
validity or sufficiency of this Supplemental Indenture No. 1.
IN WITNESS WHEREOF, the parties hereto have caused this
Supplemental Indenture No. 1 to be duly executed by their respective officers
hereunto duly authorized, as of the day and year first above written.
SALEM COMMUNICATIONS CORPORATION,
a California corporation
as Issuer
Attest /s/ XXXXXXXX X. BLOCK By: /s/ XXXXXX X. XXXXXXXX III
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Xxxxxxxx X. Block Xxxxxx X. Xxxxxxxx III
Secretary President and Chief Executive Officer
SALEM COMMUNICATIONS CORPORATION,
a Delaware corporation
as Successor Issuer
Attest /s/ XXXXXXXX X. BLOCK By: /s/ XXXXXX X. XXXXXXXX III
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Xxxxxxxx X. Block Xxxxxx X. Xxxxxxxx III
Secretary President and Chief Executive Officer
THE BANK OF NEW YORK, a New York banking
corporation
as Trustee
By /s/ XXXXXXX X. XXXXX
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Name: Xxxxxxx X. Xxxxx
Title: Assistant Treasurer
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ATEP RADIO, INC.
BISON MEDIA, INC.
XXXXX 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.
SALEM MEDIA CORPORATION
SALEM MEDIA OF CALIFORNIA, INC.
SALEM MEDIA OF COLORADO, 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 REPRESENTATIVES, INC.
SOUTH TEXAS BROADCASTING, INC.
SRN NEWS NETWORK, INC.
VISTA BROADCASTING, INC.
as Guarantors
Attest /s/ XXXXXXXX X. BLOCK By: /s/ XXXXXX X. XXXXXXXX III
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Xxxxxxxx X. Block Xxxxxx X. Xxxxxxxx III
Secretary President and Chief Executive Officer
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STATE OF CALIFORNIA )
COUNTY OF VENTURA )
CITY OF CAMARILLO )
On the 30th day of March, 1999, before me, Xxxxxx Xxxxxxxx, Notary Public,
personally came Xxxxxx X. Xxxxxxxx III and Xxxxxxxx X. 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 (CA), ATEP Radio, Inc., Bison Media, Inc., Xxxxx
Broadcasting, Inc., CCM Communications, Inc., Common Ground Broadcasting, Inc.,
Golden Gate Broadcasting Co., Inc., Inland Radio, Inc., Inspiration
Broadcasting, Inc., Kingdom Direct, Inc., Oasis Radio, Inc., OnePlace, Ltd.,
Pennsylvania Media Associates, Inc., Radio 1210, Inc., Salem Media Corporation,
Salem Media of California, Inc., Salem Media of Colorado, 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., South Texas
Broadcasting, Inc., Vista Broadcasting, Inc., Salem Music Network, Inc., Salem
Radio Network, Incorporated, Salem Radio Representatives, Inc., SRN News
Network, Incorporated, NI Acquisition Corp., GG Acquisition Corp., Salem
Communications Corporation (DE), 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.
/s/ XXXXXX XXXXXXXX [NOTARY PUBLIC SEAL]
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EXHIBIT A
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 Communications Corporation, a Delaware
corporation
Bison Media, Inc. Salem Media Corporation
Xxxxx Broadcasting, Inc. Salem Media of California, Inc.
CCM Communications, Inc. Salem Media of Colorado, Inc.
Common Ground Broadcasting, Inc. Salem Media of Ohio, Inc.
Golden Gate Broadcasting Co., Inc. Salem Media of Oregon, Inc.
Inland Radio, Inc. Salem Media of Pennsylvania, Inc.
Inspiration Media, Inc. Salem Media of Texas, Inc.
Inspiration Media of Texas, Inc. Salem Media of Virginia, Inc.
Kingdom Direct, Inc. Salem Music Network, Inc.
New England Continental Media, Inc. Salem Radio Network, Incorporated
New Inspiration Broadcasting Co., Inc. Salem Radio Representatives, Inc.
Oasis Radio, Inc. South Texas Broadcasting, Inc.
OnePlace, Ltd. SRN News Network, Inc.
Pennsylvania Media Associates, Inc. Vista Broadcasting, Inc.
Radio 1210, Inc.
WHEREAS, the Board of Directors of Salem Communications
Corporation, a California corporation ("Salem California") and the Board of
Directors of Salem Communications Corporation, a Delaware corporation ("Salem
Delaware"), have carefully considered and approved the terms of the Agreement
and Plan of Merger, pursuant to which Salem California will be merged with Salem
Delaware and Salem Delaware will be the surviving corporation (the "Merger").
WHEREAS, the consummation of the Merger requires the consent (the
"Consent") of the parties to the Seventy Five Million Dollar ($75,000,000)
Credit Agreement,
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dated September 25, 1997, by and among the Corporation's parent 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 (the "Credit
Agreement") and the assumption by Salem Delaware of Salem California's
obligations under the Credit Agreement pursuant to an assumption agreement (the
"Assumption Agreement").
WHEREAS, the consummation of the Merger requires a supplemental
indenture (the "Supplemental Indenture") as required by the terms of the
Indenture, dated as of September 25, 1997, by and among Salem California, as
Issuer, the Corporation, as Guarantors, and the Bank of New York, as Trustee
(the "Indenture"), to provide, inter alia, for the assumption of the obligations
of Salem California under the Indenture by Salem Delaware, and the confirmation
of the Guarantors' guarantee under the Indenture (except for the guarantee of
Salem Delaware).
WHEREAS, the Board has determined that it is in the best
interests of the Corporation to proceed with execution and implementation of the
Consent, the Assumption Agreement and the Supplemental Indenture.
NOW THEREFORE, BE IT RESOLVED, that the form, terms and
provisions of the Consent, the Assumption Agreement and the Supplemental
Indenture, in substantially the forms 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 Xxxxxx X. Xxxxxxxx III in his capacity as
President, Xxxx X. Xxxxxxxxx in his capacity as Vice President, Xxxx Xxxxxxxx in
his capacity as Vice President and Xxxxxxxx X. Block in his capacity as
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 Consent, the
Assumption Agreement and the Supplemental Indenture 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
Consent, the Assumption Agreement and the Supplemental Indenture and to
consummate any and all of the transactions contemplated by such documents.
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IN WITNESS WHEREOF, this unanimous written consent has been
executed by each of the Directors of the Corporation as of the 31st day of
March, 1999.
/s/ XXXXXX X. XXXXXXXX III
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Xxxxxx X. Xxxxxxxx III
/s/ XXXXXX X. XXXXXXXX
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Xxxxxx X. Xxxxxxxx
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