CREDIT AGREEMENT by and among WELLS FARGO BANK, NATIONAL ASSOCIATION,Credit Agreement • May 23rd, 2017 • Salem Media Group, Inc. /De/ • Radio broadcasting stations
THIS CREDIT AGREEMENT, is entered into as of May 19, 2017 by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), SALEM MEDIA GROUP, INC., a Delaware corporation (“Parent”), the Subsidiaries of Parent identified on the signature pages hereof as “Borrowers”, and those additional entities that hereafter become parties hereto as Borrowers in accordance with the terms hereof by executing the form of Joinder attached hereto as Exhibit J-1 (together with Parent, each, a “Borrower” and individually and collectively, jointly and severally, the “Borrowers”).
SALEM MEDIA GROUP, INC. as Issuer and THE GUARANTORS PARTY HERETO 6.750% SENIOR SECURED NOTES DUE 2024 INDENTURE DATED AS OF MAY 19, 2017 U.S. BANK NATIONAL ASSOCIATION as Trustee and Collateral AgentIndenture • May 23rd, 2017 • Salem Media Group, Inc. /De/ • Radio broadcasting stations • New York
This Indenture, dated as of May 19, 2017, is by and among Salem Media Group, Inc., a Delaware corporation (the “Company” or the “Issuer”), the Guarantors (as defined herein) and U.S. Bank National Association., as trustee (in such capacity and not in its individual capacity, the “Trustee”) and collateral agent (in such capacity and not in its individual capacity, the “Collateral Agent”).
INTERCREDITOR AGREEMENTIntercreditor Agreement • May 23rd, 2017 • Salem Media Group, Inc. /De/ • Radio broadcasting stations • New York
This INTERCREDITOR AGREEMENT is dated as of May 19, 2017, and entered into by and between WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent and collateral agent under the Revolving Loan Documents (as defined below), including its successors and assigns in such capacity from time to time (the “Revolving Collateral Agent”), and U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but solely in its capacity as collateral agent under the Existing Indenture and Notes Collateral Documents (each as defined below), including its successors and assigns in such capacity from time to time (the “Notes Collateral Agent”).
GUARANTY AND SECURITY AGREEMENTGuaranty and Security Agreement • May 23rd, 2017 • Salem Media Group, Inc. /De/ • Radio broadcasting stations • New York
This GUARANTY AND SECURITY AGREEMENT (this “Agreement”), dated as of May 19, 2017, by and among the Persons listed on the signature pages hereof as “Grantors” and those additional entities that hereafter become parties hereto by executing the form of Joinder attached hereto as Annex 1 (each, a “Grantor” and collectively, the “Grantors”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Wells Fargo”), in its capacity as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”).
SECURITY AGREEMENTSecurity Agreement • May 23rd, 2017 • Salem Media Group, Inc. /De/ • Radio broadcasting stations • New York
This SECURITY AGREEMENT (this “Agreement”), dated as of May 19, 2017, by and among the Persons listed on the signature pages hereof as “Grantors” and those additional entities that hereafter become parties hereto by executing the form of Joinder attached hereto as Annex 1 (each, a “Grantor” and collectively, the “Grantors”), and U.S. BANK NATIONAL ASSOCIATION, in its capacity as collateral agent for the Secured Parties (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent”).
