1
EXHIBIT 4.12
ASSUMPTION AGREEMENT
ASSUMPTION AGREEMENT (this "Agreement"), dated as of March 31, 1999,
by and between SALEM COMMUNICATIONS CORPORATION, a Delaware corporation ("Salem
Delaware"), the survivor of the merger (the "Merger") of Salem Communications
Corporation, a California corporation ("Salem California") with and into Salem
Delaware, and THE BANK OF NEW YORK, as Administrative Agent (the "Administrative
Agent") under the Credit Agreement, dated as of September 25, 1997, among Salem
California (as it existed prior to the merger), BANK OF AMERICA NT&SA, as
Documentation Agent, the Lenders thereunder and the Administrative Agent (as the
same may have been amended, modified or supplemented from time to time, the
"Credit Agreement"). Capitalized terms used herein which are defined in the
Credit Agreement shall have the meanings defined therein, unless otherwise
defined herein.
RECITALS
A. Reference is made to Consent No. 3, dated as of March 31, 1999, by
and among Salem California, the Administrative Agent, the Issuing Bank and the
Lenders signatory thereto (the "Consent").
B. It is a condition to the effectiveness of the Consent that Salem
Delaware execute and deliver this Agreement to the Administrative Agent.
Now, therefore, in consideration of the premises, the parties hereto
agree as follows:
1. Assumption.
(a) Salem Delaware hereby fully, absolutely, unconditionally and
irrevocably accepts and assumes from Salem California, all of Salem California's
rights, obligations and liabilities under the Loan Documents.
(b) Salem Delaware hereby agrees that (i) Salem Delaware shall be
deemed the Borrower for all purposes under the Loan Documents and all references
to the Borrower therein shall mean Salem Delaware, (ii) all references in the
Borrower Security Agreement to the Collateral shall mean the Collateral of Salem
Delaware (after giving effect to the consummation of the Merger and the
assignment to, and assumption by, Salem Delaware of all of the assets of Salem
California), and Salem Delaware hereby ratifies and confirms the Administrative
Agent's first priority security interest in the Collateral granted to the
Administrative Agent under the Borrower Security Agreement and (iii) Salem
Delaware shall promptly execute and deliver or cause to be executed and
delivered, at its expense, all documents, certificates and opinions as the
Administrative Agent shall at any time reasonably request in connection with
such assumption by Salem Delaware of all of the obligations and liabilities of
the Borrower under the Credit
2
Agreement, the Borrower Security Agreement and the other Loan Documents,
including, without limitation, the execution and delivery of UCC statements.
(c) Salem Delaware hereby represents, warrants and certifies that
it has no place of business in the State of Delaware and that its chief
executive office is located at 0000 Xxxxx Xxxx Xxxx, Xxxxx 000, Xxxxxxxxx,
Xxxxxxxxxx 00000.
2. Return of Salem Delaware's Stock Certificate.
In consideration of the assumption by Salem Delaware set forth in
Section 1, Salem Delaware (after giving effect to the consummation of the Merger
and this Agreement) shall be released as a Subsidiary Guarantor under the
Subsidiary Guaranty, and the Administrative Agent shall return the stock
certificate of Salem Delaware (delivered to the Administrative Agent by Salem
California under the Borrower Security Agreement) to Salem Delaware.
3. Representations and Warranties.
Salem Delaware hereby represents and warrants on the date hereof
(i) that all representations and warranties set forth in the Loan Documents
applicable to Salem Delaware (including such representations and warranties
applicable to Salem California immediately prior to the consummation of the
Merger) are 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 Consent, and (ii) that it is in compliance in all material respects with
all agreements, including, without limitation, all affirmative and negative
covenants, contained in the Loan Documents.
4. Miscellaneous.
(a) The Loan Documents are in all respects ratified and confirmed
and shall remain in full force and effect, and Salem Delaware shall be fully
liable thereunder (including such Loan Documents to which Salem California was a
party immediately prior to the consummation of the Merger) in the same manner as
if it had separately executed same.
(b) This Agreement 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.
2
3
IN WITNESS WHEREOF, the undersigned have caused this Assumption
Agreement to be duly executed as of the date first above written.
SALEM COMMUNICATIONS CORPORATION, a
Delaware corporation and the
survivor of a merger with Salem
Communications Corporation, a
California corporation
By: /s/ XXXX X. XXXXXXXXX
----------------------------------
Name: Xxxx X. Xxxxxxxxx
----------------------------------
Title: Vice President
----------------------------------
THE BANK OF NEW YORK, as Administrative
Agent
By: /s/ XXXXXXX X. XXXXXXX
----------------------------------
Name: XXXXXXX X. XXXXXXX
----------------------------------
Title: ASSISTANT VICE PRESIDENT
----------------------------------