1
EXHIBIT 4.14
SALEM COMMUNICATIONS CORPORATION
AMENDMENT NO. 3 AND CONSENT XX. 0
XXXXXXXXX XX. 0 AND CONSENT NO. 4 (this "Amendment"), dated as of April
23, 1999, under the Credit Agreement, dated as of September 25, 1997, 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 NT&SA, as
documentation agent, and the Lenders party thereto, as amended or modified by
Amendment No. 1 and Consent No. 1, dated as of August 5, 1998, Amendment No. 2
and Consent No. 2, dated as of January 22, 1999, and Consent No. 3, dated as of
March 31, 1999 (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 the consent of the Administrative Agent,
the Issuing Bank and the Required Lenders in connection with the acquisition
(the "KKOL Acquisition") by the Borrower of radio station KKOL-AM, Seattle,
Washington ("KKOL").
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 Borrower, the Subsidiary Guarantors, the Administrative
Agent, the Issuing Bank and each Lender signatory hereto agree as follows:
1. Notwithstanding anything to the contrary contained in Section 8.3(b)
of the Credit Agreement, the Administrative Agent, the Issuing Bank and the
Required Lenders hereby consent to the KKOL Acquisition, provided that (i) the
aggregate gross consideration for the KKOL Acquisition shall not exceed
$1,400,000, and (ii) in all other respects, the KKOL Acquisition is consummated
in accordance with the terms of the Loan Documents, including, without
limitation, the last paragraph of Section 8.3 and, if applicable, Section 7.11.
2. Section 4 of the Credit Agreement is hereby amended by inserting the
following new Section 4.19 at the end of such Section 4:
2
4.19 Year 2000
Any reprogramming required to permit the proper functioning, in
and following the year 2000, of (i) the Borrower's and the Subsidiaries'
computer systems and (ii) equipment containing embedded microchips
(including systems and equipment supplied by others or with which the
Borrower's or the Subsidiaries' systems interact) and the testing of all
such systems and equipment, as so reprogrammed, will be completed by
August 31, 1999. The cost to the Borrower and the Subsidiaries of such
reprogramming and testing and of the reasonably foreseeable consequences
of year 2000 to the Borrower and the Subsidiaries (including
reprogramming errors and the failure of others' systems or equipment)
will not result in a Default or a Material Adverse Effect. Except for
such of the reprogramming referred to in the preceding sentence as may
be necessary, the computer and management information systems of the
Borrower and the Subsidiaries are and, with ordinary course upgrading
and maintenance, will continue for the term of this Agreement to be,
sufficient to permit the Borrower and the Subsidiaries to conduct their
business without Material Adverse Effect.
3. Section 6.1 of the Credit Agreement is hereby amended by inserting
the following periods immediately at the end of the periods listed under such
Section 6.1:
December 31, 1999 through
December 30, 2000 5.25:1.00
December 31, 2000 through
December 30, 2001 4.50:1.00
December 31, 2001 and thereafter 4.00:1.00
4. Paragraphs 1 - 3 of this Amendment shall not become effective until
the prior or simultaneous satisfaction of the following:
(a) The Administrative Agent shall have received counterparts of this
Amendment duly executed by the Borrower, the Subsidiary Guarantors, the
Administrative Agent, the Issuing Bank and the Required Lenders.
(b) The Administrative Agent shall have received a certificate of the
Secretary or Assistant Secretary of each of the Borrower and the Subsidiary
Guarantors attaching a true and complete copy of the resolutions of its Board of
Directors or other action (in form and substance reasonably satisfactory to the
Administrative Agent) authorizing this Amendment and setting forth the
incumbency of its officer(s) authorized to execute and deliver this Amendment
(including signature specimens).
2
3
(c) The Administrative Agent shall have received all such other
documents as the Administrative Agent may reasonably require in connection with
this Amendment.
5. In all other respects the Credit Agreement and other Loan Documents
shall remain in full force and effect.
6. In order to induce the Administrative Agent, the Issuing Bank and the
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.
7. 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 the Administrative Agent, the Documentation Agent, the
Issuer or any of the Lenders under the Loan Documents to which it is a party.
8. 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.
9. 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.
10. The parties have caused this Amendment to be duly executed as of the
date first written above.
3
4
SALEM COMMUNICATIONS CORPORATION
AMENDMENT XX. 0 XXX XXXXXXX XX. 0
XXXXX COMMUNICATIONS CORPORATION
By: /s/ Xxxx Xxxxxxxx
-----------------------------------
Name: Xxxx Xxxxxxxx
Title: Vice President
5
SALEM COMMUNICATIONS CORPORATION
AMENDMENT NO. 3 AND CONSENT NO. 4
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 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
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 VIRGINIA, INC.
SALEM MEDIA OF TEXAS, INC.
SALEM MUSIC NETWORK, INC.
SALEM RADIO NETWORK INCORPORATED
SALEM RADIO REPRESENTATIVES, INC.
SOUTH TEXAS BROADCASTING, INC.
SRN NEWS NETWORK, INC.
VISTA BROADCASTING, INC.
By: /s/ Xxxx Xxxxxxxxx
-------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Vice President
6
SALEM COMMUNICATIONS CORPORATION
AMENDMENT NO. 3 AND CONSENT NO. 4
THE BANK OF NEW YORK,
individually, as Administrative Agent
and as Issuing Bank
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Assistant Vice President
7
SALEM COMMUNICATIONS CORPORATION
AMENDMENT XX. 0 XXX XXXXXXX XX. 0
XXXXXXXXXX, X.X.
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Managing Director
8
SALEM COMMUNICATIONS CORPORATION
AMENDMENT NO. 3 AND CONSENT NO. 4
BANK OF AMERICA NT & SA
By: /s/ Xxxx X. Xxxxxxxx
------------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Vice President
9
SALEM COMMUNICATIONS CORPORATION
AMENDMENT XX. 0 XXX XXXXXXX XX. 0
XXXXX XXXX, N.A.
By: /s/ Xxxxxxx Xxxxx
------------------------------------
Name: Xxxxxxx Xxxxx
Title: Assistant Vice President
10
SALEM COMMUNICATIONS CORPORATION
AMENDMENT NO. 3 AND CONSENT NO. 4
UNION BANK OF CALIFORNIA, N.A.
By: /s/ Xxxx X. Xxxxxx
------------------------------------
Name: Xxxx X. Xxxxxx
Title: Assistant Vice President
