CREDIT AGREEMENT Dated as of December 1, 2009 among SALEM COMMUNICATIONS CORPORATION, as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and The Other Lenders Party Hereto BANC OF AMERICA SECURITIES LLC,...Credit Agreement • December 3rd, 2009 • Salem Communications Corp /De/ • Radio broadcasting stations • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of December 1, 2009, among SALEM COMMUNICATIONS CORPORATION, a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
REGISTRATION RIGHTS AGREEMENT by and among Salem Communications Corporation and the Guarantors party hereto and Banc of America Securities LLC Barclays Capital Inc. ING Financial Markets, LLC Houlihan Lokey Howard & Zukin Capital, Inc. Dated as of...Registration Rights Agreement • December 3rd, 2009 • Salem Communications Corp /De/ • Radio broadcasting stations • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 1, 2009, by and among Salem Communications Corporation, a Delaware corporation (the “Company”), the guarantors party hereto (collectively, the “Guarantors”), and Banc of America Securities LLC, Barclays Capital Inc., ING Financial Markets LLC and Houlihan Lokey Howard & Zukin Capital, Inc. (collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Company’s 9.625% Senior Secured Second Lien Notes due 2016 (the “Initial Notes”) fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) pursuant to the Purchase Agreement (as defined below). The Initial Notes and the Guarantees attached thereto are herein collectively referred to as the “Initial Securities.”
SALEM COMMUNICATIONS CORPORATION as Issuer and THE GUARANTORS PARTY HERETO 9.625% SENIOR SECURED SECOND LIEN NOTES DUE 2016 INDENTURE DATED AS OF DECEMBER 1, 2009 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as TrusteeIndenture • December 3rd, 2009 • Salem Communications Corp /De/ • Radio broadcasting stations • New York
This Indenture, dated as of December 1, 2009, is by and among Salem Communications Corporation, a Delaware corporation (the “Company” or the “Issuer”), the Guarantors (as defined herein) and The Bank of New York Mellon Trust Company, N.A., as trustee (in such capacity and not in its individual capacity, the “Trustee”).
FIRST LIEN SECURITY AGREEMENT By SALEM COMMUNICATIONS CORPORATION, as Borrower and THE GUARANTORS PARTY HERETO and BANK OF AMERICA, N.A., as Administrative Agent Dated as of December 1, 2009First Lien Security Agreement • December 3rd, 2009 • Salem Communications Corp /De/ • Radio broadcasting stations • New York
This FIRST LIEN SECURITY AGREEMENT dated as of December 1, 2009 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”) made by SALEM COMMUNICATIONS CORPORATION, a Delaware corporation (the “Borrower”), and the Guarantors from to time to time party hereto (the “Guarantors”), as pledgors, assignors and debtors (the Borrower, together with the Guarantors, in such capacities and together with any successors in such capacities, the “Pledgors,” and each, a “Pledgor”), in favor of BANK OF AMERICA, N.A., in its capacity as administrative agent pursuant to the Credit Agreement (as hereinafter defined), as pledgee, assignee and secured party (in such capacities and together with any successors in such capacities, the “Administrative Agent”).
SECOND LIEN SECURITY AGREEMENT By SALEM COMMUNICATIONS CORPORATION, as Issuer and THE GUARANTORS PARTY HERETO and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Collateral Agent Dated as of December 1, 2009Second Lien Security Agreement • December 3rd, 2009 • Salem Communications Corp /De/ • Radio broadcasting stations • New York
This SECOND LIEN SECURITY AGREEMENT dated as of December 1, 2009 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”) made by SALEM COMMUNICATIONS CORPORATION, a Delaware corporation (the “Issuer”), and the Guarantors from to time to time party hereto (the “Guarantors”), as pledgors, assignors and debtors (the Issuer, together with the Guarantors, in such capacities and together with any successors in such capacities, the “Pledgors,” and each, a “Pledgor”), in favor of THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., in its capacity as collateral agent pursuant to the Indenture (as hereinafter defined), as pledgee, assignee and secured party (in such capacities and together with any successors in such capacities, the “Collateral Agent”).
THIRD SUPPLEMENTAL INDENTURE dated as of November 30, 2009 with respect to the: INDENTURE Dated as of December 23, 2002 among SALEM COMMUNICATIONS HOLDING CORPORATION, as Issuer THE GUARANTORS PARTY HERETO and THE BANK OF NEW YORK MELLON TRUST...Third Supplemental Indenture • December 3rd, 2009 • Salem Communications Corp /De/ • Radio broadcasting stations • New York
THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”), dated as of November 30, 2009, among Salem Communications Holding Corporation, a Delaware corporation (the “Company”), the Guarantors party hereto, and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) for the Company’s 7 3/4% Senior Subordinated Notes due 2010 (the “Securities”).
