EXHIBIT 10.1
SALEM COMMUNICATIONS HOLDING CORPORATION
AMENDMENT NO. 3
AMENDMENT NO. 3 (this "Amendment"), dated as of December 16, 2002, to the
Fourth Amended and Restated Credit Agreement, dated as of June 15, 2001, by and
among SALEM COMMUNICATIONS HOLDING CORPORATION, a Delaware corporation (the
"Borrower"), THE BANK OF NEW YORK, as administrative agent for the Lenders
thereunder (in such capacity, the "Administrative Agent"), the other agents
party thereto, and the Lenders party thereto, as amended by Amendment No. 1,
dated as of December 27, 2001, and Amendment No. 2, dated as of April 30, 2002
(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 that the Administrative Agent and the Required
Lenders amend the Credit Agreement upon the terms and conditions contained
herein, and the Administrative Agent and the Required Lenders are willing to do
so.
Accordingly, 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 parties hereto agree as follows:
1. The definition of "Net Debt Proceeds" contained in Section
1.1 of the Credit Agreement is deleted in its entirety.
2. Section 1.1 of the Credit Agreement is amended by amending and
restating in their entirety the definitions of "Total Leverage Ratio", "Total
Senior Leverage Ratio" and "2001 Subordinated Indenture Notes" to read as
follows:
"Total Leverage Ratio": the ratio of (i) Total Adjusted Funded Debt
less cash and cash equivalents (including the deposit in trust with
the trustee under the 1997 Subordinated Indenture referenced in
Section 8.1(a)(vii)(B)) of the Parent and its Subsidiaries on a
Consolidated basis in excess of $5,000,000 to (ii) Consolidated
Annual Adjusted Operating Cash Flow.
"Total Senior Leverage Ratio": the ratio of (i) Total Funded Debt
less (a) cash and cash equivalents (including the deposit in trust
with the trustee under the 1997 Subordinated Indenture referenced
in Section 8.1(a)(vii)(B)) of the Parent and its Subsidiaries on a
Consolidated basis in excess of $5,000,000 and (b) the outstanding
principal amount of the 1997 Subordinated Indenture Notes, the 2001
Subordinated Indenture Notes and the Refinancing Subordinated
Indenture Notes to (ii) Consolidated Annual Adjusted Operating Cash
Flow.
"2001 Subordinated Indenture Notes": the Senior Subordinated Notes,
due 2011, issued in the original aggregate principal amount not
exceeding $200,000,000 and not less than $100,000,000 pursuant to
the 2001 Subordinated Indenture and the 2001 Subordinated Indenture
Offering Memorandum.
3. Section 1.1 of the Credit Agreement is amended by adding the
following defined terms in the appropriate alphabetical order:
"Refinancing Subordinated Indenture": either, but not both of, (i)
the 2001 Subordinated Indenture under which the 2001 Subordinated
Indenture Second Issuance Notes are issued pursuant to the
Refinancing Subordinated Indenture Prospectus Supplement, provided
that any company order and related documents executed and delivered
in connection therewith shall be in all respects in form and
substance satisfactory to the Administrative Agent, or (ii) the
subordinated indenture between the Borrower and The Bank of New York
(or other financial institution), as trustee, executed and delivered
pursuant to the Refinancing Subordinated Indenture Prospectus
Supplement, provided that (x) such indenture shall contain
covenants, events of default, subordination terms and other
provisions generally no more onerous than those contained in, at the
Borrower's election, either the 1997 Subordinated Indenture or the
2001 Subordinated Indenture and shall be in all respects in form and
substance satisfactory to the Administrative Agent and (y) the
Refinancing Subordinated Indebtedness Notes issued pursuant thereto
shall mature no earlier than December 31, 2007, shall bear interest
at an interest rate not exceeding 9.5% per annum and shall provide
for no required amortization, sinking fund, repurchase or redemption
prior to stated maturity.
"Refinancing Subordinated Indenture Guaranty": either, but not both
of, (i) the 2001 Subordinated Indenture Second Issuance Guaranty or
(ii) the subordinated guaranty or guaranties executed and delivered
by the Parent or one or more of its Subsidiaries pursuant to the
Refinancing Subordinated Indenture, provided that
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such guaranty shall be in all respects in form and substance
satisfactory to the Administrative Agent.
"Refinancing Subordinated Indenture Net Proceeds Escrow": the
deposit in escrow with The Bank of New York (or other financial
institution satisfactory to the Administrative Agent) of the net
proceeds of the Refinancing Subordinated Indenture Notes for the
purpose of effecting any one or more of the transactions set forth
in Sections 8.1(a)(vii)(A) or 8.1(a)(vii)(B), provided that the
escrow agreement governing such escrow shall be in all respects in
form and substance satisfactory to the Administrative Agent.
"Refinancing Subordinated Indenture Notes": either, but not both of,
(i) the 2001 Subordinated Indenture Second Issuance Notes or (ii)
the senior subordinated notes in an aggregate original principal
amount not exceeding $100,000,000, provided that such notes shall be
in all respects in form and substance satisfactory to the
Administrative Agent.
"Refinancing Subordinated Indenture Prospectus Supplement": the
final prospectus supplement, together with the base prospectus
attached thereto, delivered with regard to the issuance by the
Borrower of the Refinancing Subordinated Indenture Notes, provided
that such prospectus supplement shall be in all respects in form and
substance satisfactory to the Administrative Agent.
"2001 Subordinated Indenture Second Issuance Guaranty": the
subordinated guaranty or guaranties executed and delivered by the
Parent or one or more of its Subsidiaries pursuant to the 2001
Subordinated Indenture and the Refinancing Subordinated Indenture
Prospectus Supplement.
"2001 Subordinated Indenture Second Issuance Notes": the Senior
Subordinated Notes, due 2011, issued in the original aggregate
principal amount not exceeding $100,000,000 pursuant to the 2001
Subordinated Indenture and the Refinancing Subordinated Indenture
Prospectus Supplement.
4. Section 2.4(b)(vii) of the Credit Agreement is deleted in its
entirety.
5. Section 2.4(c)(ii) of the Credit Agreement is amended by
amending and restating the first sentence thereof to read as follows:
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Reductions of the RC Commitments made pursuant to Section 2.4(a) or
2.4(b)(ii), (iii), (iv) and (v) shall be applied in the inverse
order among the remaining RC Commitment reductions set forth in
Section 2.4(b)(i).
6. Section 2.5(b) of the Credit Agreement is amended by deleting
the last sentence thereof.
7. Section 7.13 of the Credit Agreement is amended and restated
in its entirety to read as follows:
7.13 Refinancing Subordinated Indenture.
Deliver or cause to be delivered to the Administrative Agent and
each Lender (i) immediately after the completion thereof, the
Refinancing Subordinated Indenture Prospectus Supplement, (ii)
immediately after the execution and delivery thereof, either (x) any
company order and related documents executed and delivered in
connection therewith in the event that the Borrower shall have
issued Refinancing Subordinated Indenture Notes pursuant to clause
(i) of the definition of "Refinancing Subordinated Indenture Notes"
or (y) the Refinancing Subordinated Indenture in the event that the
Borrower shall have issued Refinancing Subordinated Indenture Notes
pursuant to clause (ii) of the definition of "Refinancing
Subordinated Indenture Notes", and (iii) immediately after the
execution and delivery thereof, the Refinancing Subordinated
Indenture Guaranty.
8. Section 8.1(a) of the Credit Agreement is amended and
restated in its entirety to read as follows:
(a) Create, incur, assume or suffer to exist any liability for
Indebtedness, or permit any Loan Party so to do, except: (i)
Indebtedness under the Loan Documents; (ii) Indebtedness (including
Contingent Obligations) of the Loan Parties existing on the date
hereof as set forth in Schedule 8.1 and other Indebtedness of the
Borrower in an aggregate outstanding principal amount for all such
Indebtedness under this clause (ii) not in excess of $25,000,000;
(iii) Indebtedness of the Loan Parties under the 1997 Subordinated
Indenture Notes and the 1997 Subordinated Indenture Guaranty; (iv)
intercompany Indebtedness between any of the Loan Parties, provided
that, in the case of intercompany Indebtedness of the Other Media
Subsidiaries, such intercompany Indebtedness is permitted by Section
8.5(h); (v) refinancings of any Indebtedness
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permitted under clause (ii) above with other Indebtedness permitted
under clause (i) or (ii) above; (vi) Indebtedness of the Loan
Parties under the 2001 Subordinated Indenture Notes and the 2001
Subordinated Indenture Guaranty; and (vii) Indebtedness of the Loan
Parties under the Refinancing Subordinated Indenture Notes and the
Refinancing Subordinated Indenture Guaranty, provided that the
Borrower shall immediately apply the net proceeds thereof to any one
or more of the following: (A) the prepayment of RC Loans, which RC
Loans may only be reborrowed in connection with a borrowing of RC
Loans the proceeds of which are used to redeem or repurchase 1997
Subordinated Indenture Notes pursuant to and in accordance with
Section 8.17(a); (B) the deposit in trust with the trustee under the
1997 Subordinated Indenture for the sole purpose of redeeming or
repurchasing the 1997 Subordinated Indenture Notes pursuant to and
in accordance with the 1997 Subordinated Indenture and Section
8.17(a)(ii); or (C) the deposit in the Refinancing Subordinated
Indenture Net Proceeds Escrow.
9. Section 8.2 of the Credit Agreement is amended by (i) inserting the
word "and" at the end of clause (x) thereof, (ii) replacing "; and" at the end
of clause (xi) with a period and (iii) deleting clause (xii) thereof.
10. Section 8.11 of the Credit Agreement is amended and restated
in its entirety to read as follows:
8.11 Prepayments of Indebtedness.
Prepay, redeem or purchase, or obligate itself to prepay, redeem or
purchase, in whole or in part, any Indebtedness (other than the
Loans) prior to the due date thereof, or permit any Loan Party so to
do, other than (i) the prepayment by any Loan Party of Indebtedness
owing by such Loan Party to any other Loan Party, (ii) the
prepayment of Indebtedness permitted under Section 8.1(a)(ii) with
the proceeds of other Indebtedness permitted under Section 8.1(a)(i)
or (ii) or, subject to Sections 2.4(b)(v) and 2.5, with the proceeds
of Class A common Stock issued by the Parent, and (iii) as permitted
by Section 8.17.
11. Section 8.17(a) of the Credit Agreement is amended and
restated in its entirety to read as follows:
(a) Enter into or agree to any amendment, modification or
waiver of any term or condition of the 1997 Subordinated
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Indenture, the 1997 Subordinated Indenture Notes, the 1997
Subordinated Indenture Guaranty, the 2001 Subordinated Indenture
(except for any company order and related documents referenced in
the definition of "Refinancing Subordinated Indenture"), the 2001
Subordinated Indenture Notes, the 2001 Subordinated Indenture
Guaranty, the Refinancing Subordinated Indenture, the Refinancing
Subordinated Indenture Notes or the Refinancing Subordinated
Indenture Guaranty, or purchase, redeem or make any payment with
respect to Indebtedness under the 1997 Subordinated Indenture Notes,
the 1997 Subordinated Indenture Guaranty, the 2001 Subordinated
Indenture Notes, the 2001 Subordinated Indenture Guaranty, the
Refinancing Subordinated Indenture Notes or the Refinancing
Subordinated Indenture Guaranty, or permit any Loan Party so to do,
provided that (i) the Borrower may make required payments to the
extent expressly permitted pursuant to the subordination terms set
forth therein and (ii) the Borrower may redeem or repurchase all or
a portion of the 1997 Subordinated Indenture Notes (and pay any call
or prepayment premium payable in connection therewith) (A) in the
manner described in Section 8.1(a)(vii) with the net proceeds of the
Refinancing Subordinated Indenture Notes and/or the proceeds of RC
Loans in an aggregate amount not exceeding $105,000,000, provided
that the Borrower shall have issued at least $75,000,000 in
principal amount of Refinancing Subordinated Indenture Notes and
applied the net proceeds thereof in accordance with Section
8.1(a)(vii), or (B) with the proceeds of RC Loans in an aggregate
amount not exceeding $26,250,000, provided further that, in the case
of this clause (ii), no Default or Event of Default shall exist
immediately before or after giving effect thereto.
12. Section 8.17(b) of the Credit Agreement is amended and
restated in its entirety to read as follows:
(b) Permit any Subsidiary of the Parent (including any
Unrestricted Parent Subsidiary) to be a party to either the 1997
Subordinated Indenture Guaranty, the 2001 Subordinated Indenture
Guaranty or the Refinancing Subordinated Indenture Guaranty if such
Subsidiary is not a Subsidiary Guarantor party to the Subsidiary
Guaranty.
13. Paragraphs 1 through 12 of this Amendment shall not become
effective until:
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(a) The Administrative Agent shall have received counterparts
of this Amendment duly executed by the Borrower, the Guarantors, the
Administrative Agent and the Required Lenders;
(b) The Borrower shall have paid all fees and expenses
required to be paid in connection with the effectiveness of this
Amendment.
14. In all other respects the Credit Agreement and other Loan Documents
shall remain in full force and effect.
15. In order to induce the Administrative Agent and the Required Lenders
to execute and deliver this Amendment, the Borrower and the 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 Loan
Documents 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.
16. Each of the Borrower and the 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 any Credit Party under any Loan Document to which it is a party.
17. 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.
18. 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.
19. The parties have caused this Amendment to be duly executed as
of the date first written above.
[signature pages follow]
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SALEM COMMUNICATIONS HOLDING CORPORATION
AMENDMENT NO. 3
FOURTH AMENDED AND RESTATED CREDIT AGREEMENT
SALEM COMMUNICATIONS HOLDING CORPORATION
By: /s/ ▇▇▇▇▇▇▇▇ ▇. Block
---------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. Block
Title: Vice President and Secretary
SALEM COMMUNICATIONS HOLDING CORPORATION
AMENDMENT NO. 3
FOURTH AMENDED AND RESTATED CREDIT AGREEMENT
SALEM COMMUNICATIONS CORPORATION
By: /s/ ▇▇▇▇▇▇▇▇ ▇. Block
---------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. Block
Title: Vice President and Secretary
SALEM COMMUNICATIONS HOLDING CORPORATION
AMENDMENT NO. 3
FOURTH AMENDED AND RESTATED CREDIT AGREEMENT
ATEP RADIO, INC.
BISON MEDIA, INC.
▇▇▇▇▇ BROADCASTING, INC.
CCM COMMUNICATIONS, INC.
COMMON GROUND BROADCASTING, INC.
GOLDEN GATE BROADCASTING COMPANY, INC.
INSPIRATION MEDIA, INC.
KINGDOM DIRECT, INC.
NEW ENGLAND CONTINENTAL MEDIA, INC.
NEW INSPIRATION BROADCASTING COMPANY, INC.
PENNSYLVANIA MEDIA ASSOCIATES, INC.
RADIO 1210, INC.
REACH SATELLITE NETWORK, INC.
SALEM COMMUNICATIONS ACQUISITION CORPORATION
SALEM MEDIA CORPORATION
SALEM MEDIA OF COLORADO, INC.
SALEM MEDIA OF GEORGIA, INC.
SALEM MEDIA OF HAWAII, INC.
SALEM MEDIA OF KENTUCKY, 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 OPERATIONS - PENNSYLVANIA, INC.
SALEM RADIO PROPERTIES, INC.
SALEM RADIO REPRESENTATIVES, INC.
SCA LICENSE CORPORATION
SOUTH TEXAS BROADCASTING, INC.
SRN NEWS NETWORK, INC.
VISTA BROADCASTING, INC.
By: /s/ ▇▇▇▇▇▇▇▇ ▇. Block
---------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. Block
Title: Vice President and Secretary
SALEM COMMUNICATIONS HOLDING CORPORATION
AMENDMENT NO. 3
FOURTH AMENDED AND RESTATED CREDIT AGREEMENT
INSPIRATION MEDIA OF PENNSYLVANIA, LP
By: Salem Radio Operations-Pennsylvania,
Inc. its General Partner
By: /s/ ▇▇▇▇▇▇▇▇ ▇. Block
---------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. Block
Title: Vice President and Secretary
SALEM COMMUNICATIONS HOLDING CORPORATION
AMENDMENT NO. 3
FOURTH AMENDED AND RESTATED CREDIT AGREEMENT
INSPIRATION MEDIA OF TEXAS, LLC
SALEM MEDIA OF ILLINOIS, LLC
SALEM MEDIA OF NEW YORK, LLC
SALEM RADIO OPERATIONS, LLC
By: Salem Media Corporation, as Manager
By: /s/ ▇▇▇▇▇▇▇▇ ▇. Block
---------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. Block
Title: Vice President and Secretary
SALEM COMMUNICATIONS HOLDING CORPORATION
AMENDMENT NO. 3
FOURTH AMENDED AND RESTATED CREDIT AGREEMENT
ONEPLACE, LLC
By: Salem Communications Corporation,
as Manager
By: /s/ ▇▇▇▇▇▇▇▇ ▇. Block
---------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. Block
Title: Vice President and Secretary
SALEM COMMUNICATIONS HOLDING CORPORATION
AMENDMENT NO. 3
FOURTH AMENDED AND RESTATED CREDIT AGREEMENT
THE BANK OF NEW YORK,
in its individual capacity
and as Administrative Agent
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
SALEM COMMUNICATIONS HOLDING CORPORATION
AMENDMENT NO. 3
FOURTH AMENDED AND RESTATED CREDIT AGREEMENT
FLEET NATIONAL BANK
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President
SALEM COMMUNICATIONS HOLDING CORPORATION
AMENDMENT NO. 3
FOURTH AMENDED AND RESTATED CREDIT AGREEMENT
UNION BANK OF CALIFORNIA, N.A.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
SALEM COMMUNICATIONS HOLDING CORPORATION
AMENDMENT NO. 3
FOURTH AMENDED AND RESTATED CREDIT AGREEMENT
THE BANK OF NOVA SCOTIA
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Authorized Signatory
SALEM COMMUNICATIONS HOLDING CORPORATION
AMENDMENT NO. 3
FOURTH AMENDED AND RESTATED CREDIT AGREEMENT
FIRST HAWAIIAN BANK
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Assistant Vice President
SALEM COMMUNICATIONS HOLDING CORPORATION
AMENDMENT NO. 3
FOURTH AMENDED AND RESTATED CREDIT AGREEMENT
CITY NATIONAL BANK
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President
SALEM COMMUNICATIONS HOLDING CORPORATION
AMENDMENT NO. 3
FOURTH AMENDED AND RESTATED CREDIT AGREEMENT
ING BARINGS LLC
By: /s/ ▇▇▇▇▇ May
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Name: ▇▇▇▇▇ May
Title: Vice President
SALEM COMMUNICATIONS HOLDING CORPORATION
AMENDMENT NO. 3
FOURTH AMENDED AND RESTATED CREDIT AGREEMENT
DEUTSCHE BANK TRUST COMPANY AMERICAS
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Director
SALEM COMMUNICATIONS HOLDING CORPORATION
AMENDMENT NO. 3
FOURTH AMENDED AND RESTATED CREDIT AGREEMENT
JPMORGAN CHASE BANK
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President