SALEM MEDIA GROUP, INC. as Issuer and THE GUARANTORS PARTY HERETO 7.125% SENIOR SECURED NOTES DUE 2028 INDENTURE DATED AS OF SEPTEMBER 10, 2021 U.S. BANK NATIONAL ASSOCIATION as Trustee and Collateral AgentIndenture • September 16th, 2021 • Salem Media Group, Inc. /De/ • Radio broadcasting stations • New York
This Indenture, dated as of September 10, 2021, 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 • September 16th, 2021 • Salem Media Group, Inc. /De/ • Radio broadcasting stations • New York
INTERCREDITOR AGREEMENT, dated as of September 10, 2021 (as amended, amended and restated, modified and/or supplemented from time to time, the “Agreement”), among U.S. Bank National Association as Senior Priority Agent (as defined below) and U.S. Bank National Association as Junior Priority Agent (as defined below), and acknowledged by Salem Media Group, Inc. (the “Company”) and certain other Grantors (as defined below) from time to time party hereto.
EXCHANGE, PURCHASE AND SALE AGREEMENT by and among SALEM MEDIA GROUP, INC., THE GUARANTORS PARTY HERETO and THE NOTEHOLDER PARTIES PARTY HERETO September 10, 2021Exchange, Purchase and Sale Agreement • September 16th, 2021 • Salem Media Group, Inc. /De/ • Radio broadcasting stations • New York
THIS EXCHANGE, PURCHASE AND SALE AGREEMENT (this “Agreement”) is dated as of September 10, 2021, by and among Salem Media Group, Inc., a Delaware corporation (the “Company”), the guarantors listed on Schedule I hereto (the “Guarantors”), each of the persons listed on Schedule II hereto (the “Sellers”), each of the persons listed on Schedule III hereto (the “Purchasers”), and each of the persons listed on Schedule IV hereto (the “Exchanging Holders” and, together with the Sellers, the “Consenting Holders”; together with the Purchasers, the “Noteholder Parties”). Terms used but not defined herein shall have the meanings ascribed to such terms in the Indenture (as defined below).
Salem Media Group, Inc.Purchase Agreement • September 16th, 2021 • Salem Media Group, Inc. /De/ • Radio broadcasting stations • New York
The Securities (as defined below) will be issued pursuant to that certain Indenture, dated as of September 10, 2021 (the “Indenture”), among the Company, the Guarantors (as defined below) from time to time party thereto and U.S. Bank National Association, as trustee (the “Trustee”) and Collateral Agent (as defined below), a form of which is attached hereto as Exhibit A. The Notes will be issued only in book entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations (the “DTC Agreement”) among the Company and the Depositary.
SECURITY AGREEMENTSecurity Agreement • September 16th, 2021 • Salem Media Group, Inc. /De/ • Radio broadcasting stations • New York
This SECURITY AGREEMENT (this “Agreement”), dated as of September 10, 2021, 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”).
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • September 16th, 2021 • Salem Media Group, Inc. /De/ • Radio broadcasting stations
FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of September 10, 2021, by and among Salem Media Group, Inc., a Delaware corporation (the “Issuer”), the “Guarantors” (as defined in the Indenture referred to below) 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”) under the Indenture referred to below.
AMENDMENT NUMBER FIVE TO CREDIT AGREEMENT AND CONSENTCredit Agreement • September 16th, 2021 • Salem Media Group, Inc. /De/ • Radio broadcasting stations
This AMENDMENT NUMBER FIVE TO CREDIT AGREEMENT AND CONSENT (this “Amendment”), dated as of September 3, 2021, is entered into by and among the lenders signatory hereto (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively, the “Lenders”), 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 to the Credit Agreement (as defined below) as Borrowers in accordance with the terms thereof by executing the form of Joinder attached thereto as Exhibit J-1 (together with Parent, each, a “Borrower” and
