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EXHIBIT 4.10.02
SALEM COMMUNICATIONS HOLDING CORPORATION, a Delaware corporation, as Successor
Issuer
ATEP RADIO, INC.,
BISON MEDIA, INC.,
XXXXX BROADCASTING, INC.,
CCM COMMUNICATIONS, INC.,
COMMON GROUND BROADCASTING, INC.,
GOLDEN GATE BROADCASTING COMPANY, INC.,
INLAND RADIO, INC.,
INSPIRATION MEDIA, INC.,
INSPIRATION MEDIA OF PENNSYLVANIA, LP,
INSPIRATION MEDIA OF TEXAS, LLC,
KINGDOM DIRECT, INC.,
NEW ENGLAND CONTINENTAL MEDIA, INC.,
NEW INSPIRATION BROADCASTING COMPANY, INC.,
OASIS RADIO, INC.,
ONEPLACE, LLC,
PENNSYLVANIA MEDIA ASSOCIATES, INC.,
RADIO 1210, INC.,
REACH SATELLITE NETWORK, INC.
SALEM MEDIA CORPORATION,
SALEM MEDIA OF COLORADO, INC.,
SALEM MEDIA OF GEORGIA, INC.,
SALEM MEDIA OF HAWAII, INC.,
SALEM MEDIA OF ILLINOIS, LLC,
SALEM MEDIA OF KENTUCKY, INC.,
SALEM MEDIA OF NEW YORK, LLC,
SALEM MEDIA OF OHIO, INC.,
SALEM MEDIA OF OREGON, INC.,
SALEM MEDIA OF PENNSYLVANIA, INC.,
SALEM MEDIA OF TEXAS, INC.,
SALEM MEDIA OF VIRGINIA, INC.,
SALEM MUSIC NETWORK, INC.,
SALEM RADIO NETWORK INCORPORATED,
SALEM RADIO OPERATIONS, LLC,
SALEM RADIO OPERATIONS-PENNSYLVANIA, INC.,
SALEM RADIO PROPERTIES, INC.,
SALEM RADIO REPRESENTATIVES, INC.,
SOUTH TEXAS BROADCASTING, INC.,
SRN NEWS NETWORK, INC. and
VISTA BROADCASTING, INC.,
as Guarantors
and
THE BANK OF NEW YORK, as Trustee
-----------
SUPPLEMENTAL INDENTURE NO. 3
Dated as of March 9, 2001
to
INDENTURE
Dated as of September 25, 1997
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THIS SUPPLEMENTAL INDENTURE NO. 3, dated as of March 9, 2001 (this
"Supplemental Indenture No. 3"), is hereby entered into by and between SALEM
COMMUNICATIONS HOLDING CORPORATION, a Delaware corporation, (the "Successor
Issuer") as successor to Salem Communications Corporation, a Delaware
corporation (the "First Successor Issuer") and Salem Communications Corporation,
a California corporation (the "Initial Issuer"), the guarantors listed on the
signature pages hereto (collectively, the "Guarantors") and THE BANK OF NEW
YORK, a New York banking corporation, as indenture trustee (the "Trustee").
RECITALS
WHEREAS, the Initial Issuer, the guarantors named therein and the
Trustee have previously executed and delivered an Indenture, dated as of
September 25, 1997, providing for the issuance of 9.5% Senior Subordinated Notes
due 2007 in the aggregate principal amount of $150,000,000 (the "Indenture" and
together with the Supplemental Indenture Xx. 0, Xxxxxxxxxxxx Xxxxxxxxx No. 2 and
this Supplemental Indenture No. 3, the "Supplemented Indenture");
WHEREAS, pursuant to an Agreement and Plan of Merger dated as of March
31, 1999, between the Initial Issuer and the First Successor Issuer, First
Successor Issuer was merged with and into the Initial Issuer (the "Merger"), the
First Successor Issuer being the surviving corporation;
WHEREAS, the First Successor Issuer, the guarantors named therein and
the Trustee have executed and delivered a Supplemental Indenture No. 1, dated as
of March 31, 1999 (the "Supplemental Indenture No. 1"), providing for assumption
by the First Successor Issuer of the obligations of the Initial Issuer under the
Indenture and affirming the guarantors' obligations to guarantee the obligations
of the First Successor Issuer;
WHEREAS, pursuant to an Assignment and Assumption Agreement dated as of
August 24, 2000 between the First Successor Issuer and the Successor Issuer,
First Successor Issuer assigned all of its assets (other than the common stock
of Successor Issuer and the common stock of Salem Communications Acquisition
Corporation, an Unrestricted Subsidiary) and liabilities to Successor Issuer and
Successor Issuer agreed to assume such assets and liabilities (the
"Assignment");
WHEREAS, the Successor Issuer, the guarantors named therein and the
Trustee have executed and delivered a Supplemental Indenture No. 2, dated as of
August 24, 2000 (the "Supplemental Indenture No. 2"), providing for assumption
by the Successor Issuer of the obligations of the First Successor Issuer under
the Supplemental Indenture No. 1 and affirming the guarantors' obligations to
guarantee the obligations of the Successor Issuer;
WHEREAS, Section 901 of the Supplemented Indenture provides, among other
things, that without the consent of any Holders, the Successor Issuer and the
guarantors, when authorized by a Board Resolution, and the Trustee, at any time
and from time to time, may enter into one or more supplemental indentures to
evidence the addition of a guarantor pursuant to the requirements of Section
1014 of the Supplemented Indenture.
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WHEREAS, Salem Radio Operations, LLC is a newly formed Delaware limited
liability company and a wholly-owned subsidiary of Salem Media Corporation, a
Guarantor; Salem Media of Illinois, LLC and Salem Media of New York, LLC are
each a newly-formed Delaware limited liability company and each a subsidiary of
Salem Media Corporation, a Guarantor (99% interest), and Salem Radio Operations,
LLC (1% interest); and Salem Radio Operations-Pennsylvania, Inc. is a
newly-formed Delaware corporation and Inspiration Media of Pennsylvania, LP is a
newly-formed Delaware limited partnership and each is a direct or indirect
wholly-owned subsidiary of Salem Media of Pennsylvania, Inc., a Guarantor; and
it is desired that each of Salem Radio Operations, LLC; Salem Media of Illinois,
LLC; Salem Media of New York, LLC; Salem Radio Operations-Pennsylvania, Inc.;
and Inspiration Media of Pennsylvania, LP become a Guarantor under the
Supplemental Indenture (the "Guarantor Addition");
WHEREAS, in accordance with Section 903 of the Supplemented Indenture,
the Successor Issuer has delivered to the Trustee an Officers' Certificate and
an Opinion of Counsel, each stating that the Guarantor Addition and this
Supplemental Indenture No. 3 comply with and are permitted by the Supplemented
Indenture and that all conditions precedent provided in the Supplemented
Indenture relating to Guarantor Addition and this Supplemental Indenture No. 3
to the Assignment have been complied with; and
WHEREAS, the Board Resolution condition has been satisfied, as evidenced
by the unanimous written consents attached hereto as Exhibit X-0, Xxxxxxx X-0,
Exhibit A-3 and Exhibit A-4;
NOW, THEREFORE, each party hereto agrees as follows for the benefit of
the other party:
ARTICLE I
RELATION TO SUPPLEMENTED INDENTURE; DEFINITIONS
SECTION 1.01. This Supplemental Indenture No. 3 constitutes an integral
part of the Supplemented Indenture.
SECTION 1.02. For all purposes of this Supplemental Indenture No. 3,
capitalized terms used herein without definition shall have the meanings
specified in the Supplemented Indenture.
ARTICLE II
ASSUMPTION OF OBLIGATIONS
SECTION 2.01. Each Guarantor named herein hereby expressly assumes all
of the obligations, covenants and duties of a Guarantor under the Guarantee and
the Supplemented Indenture, and, as hereby amended and supplemented, the
Supplemented Indenture shall remain in full force and effect.
SECTION 2.02. Inspiration Media of Texas, Inc. and OnePlace, Ltd., each
guarantors under Supplemental Indenture No. 2, have been converted,
respectively, into Inspiration Media of Texas, LLC, a Texas limited
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liability company, and OnePlace, LLC, a Delaware limited liability company.
Subsequent to their respective conversions, each of Inspiration Media of Texas,
LLC and OnePlace, LLC remain Guarantors.
ARTICLE III
MISCELLANEOUS
SECTION 3.01. This Supplemental Indenture No. 3 shall be construed in
connection with and as a part of the Supplemented Indenture.
SECTION 3.02. The headings herein are for convenience only and shall not
affect the construction thereof.
SECTION 3.03. All covenants and agreements in this Supplemental
Indenture No. 3 by the Guarantors shall bind their respective successors and
assigns, whether so expressed or not. All agreements of the Trustee in this
Supplemental Indenture No. 3 shall bind its successors, co-indenture trustees,
if any, and agents.
SECTION 3.04. In case any provision in this Supplemental Indenture No. 3
shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.
SECTION 3.05. THIS SUPPLEMENTAL INDENTURE NO. 3 SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICTS OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
SECTION 3.06. This Supplemental Indenture No. 3 may be executed in any
number of counterparts, each of which so executed shall be deemed to be an
original, but all such counterparts shall together constitute but one and the
same instrument.
SECTION 3.07. The Trustee makes no representation as to the validity or
sufficiency of this Supplemental Indenture No. 3.
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture No. 3 to be duly executed by their respective officers hereunto duly
authorized, as of the day and year first above written.
SALEM COMMUNICATIONS HOLDING CORPORATION,
a Delaware corporation,
as Successor Issuer
Attest: /s/ Xxxxxxxx X. Block By: /s/ Xxxxxx X. Xxxxxxxx III
------------------------- --------------------------------------
Xxxxxxxx X. Block Xxxxxx X. Xxxxxxxx III
Secretary President and Chief Executive Officer
THE BANK OF NEW YORK,
a New York banking corporation, as Trustee
By: /s/ Xxxxxx Xxxxxxxxxx
--------------------------------------
Name: Xxxxxx Xxxxxxxxxx
Title: Assistant Treasurer
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ATEP RADIO, INC.
BISON MEDIA, INC.
XXXXX BROADCASTING, INC.
CCM COMMUNICATIONS, INC.
COMMON GROUND BROADCASTING, INC.
GOLDEN GATE BROADCASTING COMPANY, INC.
INLAND RADIO, INC.
INSPIRATION MEDIA, INC.
INSPIRATION MEDIA OF PENNSYLVANIA, LP
INSPIRATION MEDIA OF TEXAS, LLC
KINGDOM DIRECT, INC.
NEW ENGLAND CONTINENTAL MEDIA, INC.
NEW INSPIRATION BROADCASTING COMPANY, INC.
OASIS RADIO, INC.
ONEPLACE, LLC,
PENNSYLVANIA MEDIA ASSOCIATES, INC.
RADIO 1210, INC.
REACH SATELLITE NETWORK, INC.
SALEM MEDIA CORPORATION
SALEM MEDIA OF COLORADO, INC.
SALEM MEDIA OF GEORGIA, INC.
SALEM MEDIA OF HAWAII, INC.
SALEM MEDIA OF ILLINOIS, LLC,
SALEM MEDIA OF KENTUCKY, INC.
SALEM MEDIA OF NEW YORK, LLC
SALEM MEDIA OF OHIO, INC.
SALEM MEDIA OF OREGON, INC.
SALEM MEDIA OF PENNSYLVANIA, INC.
SALEM MEDIA OF TEXAS, INC.
SALEM MEDIA OF VIRGINIA, INC.
SALEM MUSIC NETWORK, INC.
SALEM RADIO NETWORK INCORPORATED
SALEM RADIO OPERATIONS, LLC
SALEM RADIO OPERATIONS-PENNSYLVANIA, INC.
SALEM RADIO PROPERTIES, INC.
SALEM RADIO REPRESENTATIVES, INC.
SOUTH TEXAS BROADCASTING, INC.
SRN NEWS NETWORK, INC.
VISTA BROADCASTING, INC.
as Guarantors
Attest: /s/ Xxxxxxxx X. Block By: /s/ Xxxxxx X. Xxxxxxxx III
------------------------ -------------------------------------
Xxxxxxxx X. Block Xxxxxx X. Xxxxxxxx III
Secretary President and Chief Executive Officer
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STATE OF CALIFORNIA )
COUNTY OF VENTURA )
CITY OF CAMARILLO )
On the 12th day of March, 2001, before me, Xxxxxx X. Xxxxxxxx, Notary
Public, personally came Xxxxxx X. Xxxxxxxx III and Xxxxxxxx X. Block, personally
known to me, to be the persons whose names are subscribed to the within
instrument as President and Chief Executive Officer and Secretary, respectively,
of Salem Communications Holding Corporation (DE), ATEP Radio, Inc., Bison Media,
Inc., Xxxxx Broadcasting, Inc., CCM Communications, Inc., Common Ground
Broadcasting, Inc., Golden Gate Broadcasting Company, Inc., Inland Radio, Inc.,
Inspiration Media, Inc., Inspiration Media of Pennsylvania, LP, Inspiration
Media of Texas, LLC, Kingdom Direct, Inc., New England Continental Media, Inc.,
New Inspiration Broadcasting Company, Inc., Oasis Radio, Inc., OnePlace, LLC,
Pennsylvania Media Associates, Inc., Radio 1210, Inc., Reach Satellite Network,
Inc., Salem Media Corporation, Salem Media of Colorado, Inc., Salem Media of
Georgia, Inc., Salem Media of Hawaii, Inc., Salem Media of Illinois, LLC, Salem
Media of Kentucky, Inc., Salem Media of New York, LLC, Salem Media of Ohio,
Inc., Salem Media of Oregon, Inc., Salem Media of Pennsylvania, Inc., Salem
Media of Texas, Inc., Salem Media of Virginia, Inc., Salem Music Network, Inc.,
Salem Radio Network, Incorporated, Salem Radio Operations, LLC, Salem Radio
Operations-Pennsylvania, Inc., Salem Radio Properties, Inc., Salem Radio
Representatives, Inc., South Texas Broadcasting, Inc., SRN News Network, Inc.,
and Vista Broadcasting, Inc., the entities described in and which executed the
foregoing instrument; and that they signed their names thereto pursuant to
authority of the boards of directors of such corporations.
WITNESS my hand and official seal.
[SEAL] /s/ Xxxxxx X. Xxxxxxxx
--------------------------------------
Notary Public
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EXHIBIT A-1
BOARD RESOLUTIONS OF SCHC
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ACTION BY UNANIMOUS WRITTEN CONSENT OF
THE BOARD OF DIRECTORS
OF SALEM COMMUNICATIONS HOLDING CORPORATION
The undersigned, constituting all of the members of the Board of
Directors of Salem Communications Holding Corporation, a Delaware corporation
(the "Corporation"), pursuant to Section 141(f) of the Delaware General
Corporation Law, hereby consent to the adoption of the following resolutions, in
lieu of holding a special meeting of the Board of Directors of the Corporation,
effective as of March 9, 2001.
APPROVAL OF SUPPLEMENTAL INDENTURE NO. 3
WHEREAS, by separate resolutions of even date herewith, the Board of
Directors of the Corporation (the "Board"), the Board of Directors of Salem
Media Corporation, a New York corporation ("SMC") and the Board of Directors of
Salem Media of Pennsylvania, Inc. ("SMP") have carefully considered and approved
the terms of certain written contribution agreements dated as of March 9, 2001
(the "Contribution Agreements") for the partial reorganization of the
Corporation's subsidiaries;
WHEREAS, pursuant to the Contribution Agreements, (a) the Corporation
will contribute to SMC all of the capital stock of the Corporation's
subsidiaries Inspiration Media of Texas, Inc., a Texas corporation ("IMT"), and
OnePlace, Ltd., a Delaware corporation ("OP"); (b) SMC will contribute its
assets and liabilities to three newly-formed subsidiaries of SMC, Salem Media of
Illinois, LLC, a Delaware limited liability company ("SMI LLC"), Salem Media of
New York, LLC, a Delaware limited liability company ("SMNY LLC"), and Salem
Radio Operations, LLC, a Delaware limited liability company ("SRO LLC"); (c) SMP
will contribute its assets and liabilities to two newly-formed subsidiaries of
SMP, Salem Radio Operations-Pennsylvania, Inc., a Delaware corporation
("SRO-P"), and Inspiration Media of Pennsylvania, LP, a Delaware limited
partnership ("IMP"); (d) Inspiration Media of Texas, Inc. will be converted by
operation of law into Inspiration Media of Texas, LLC ("IMT LLC"), a Texas
limited liability company; and (e) OnePlace, Ltd. will be converted by operation
of law into OnePlace, LLC, a Delaware limited liability company ("OP LLC");
WHEREAS, the consummation of the transactions contemplated by the
Contribution Agreements, requires the consent of the parties to the Credit
Agreement, dated September 25, 1997, by and among the Corporation's predecessor
corporation, Salem Communications Corporation, a California corporation, The
Bank of New York as Administrative Agent, Bank of America NT&SA as Documentation
Agent and other Lenders party thereto with BNY Capital Markets, Inc. as
Arranger, as amended and restated (the "Credit Agreement") and the guaranty of
the Corporation's obligations under the Credit Agreement by newly-formed
indirect subsidiaries of the Corporation, SMI LLC, SMNY LLC, SRO-P, IMP and SRO
LLC (the "Subsidiary Guarantys"), which guarantys of the Credit Agreement have
been approved by the Board by separate resolutions of even date herewith;
WHEREAS, the consummation of the Subsidiary Guarantys requires a
Supplemental Indenture No. 3 (the "Supplemental Indenture No. 3"), as required
by the terms of the Indenture,
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dated as of September 25, 1997, by and among Salem Communications Corporation, a
California corporation, as issuer, the guarantors named therein as guarantors,
and The Bank of New York, as Trustee (the "Trustee"), as supplemented by
Supplemental Indenture No. 1, dated as of March 31, 1999, by and among Salem
Communications Corporation, a Delaware corporation as successor issuer, the
guarantors named therein as guarantors, and the Trustee, as supplemented by
Supplemental Indenture No. 2, dated as of August 24, 2000, by and among the
Corporation as successor issuer, the guarantors named therein as guarantors, and
the Trustee (the "Indenture"), it is desired that Supplemental Indenture No. 3
be authorized to provide for the assumption of the obligations, covenants and
duties of a guarantor under the Indenture by each of SMI LLC, SMNY LLC, SRO LLC,
SRO-P and IMP and the confirmation of the remaining guarantors' guarantee under
the Indenture (the "Guarantor Addition");
WHEREAS, the conversion of IMT into IMT LLC and the conversion of OP
into OP LLC results in a change of name of those guarantors of the Indenture,
such renamed converted entities IMT LLC and OP LLC remain guarantors under the
Indenture; and
WHEREAS, the Board has determined that it is in the best interests of
the Corporation to proceed with execution and implementation of the Supplemental
Indenture No. 3;
NOW THEREFORE, BE IT RESOLVED, that the form, terms and provisions of
the Supplemental Indenture No. 3, in substantially the form presented to and
reviewed by the Board and attached as Exhibit A, and each of the transactions
contemplated thereby, and the performance by the Corporation of all of its
obligations pursuant thereto, be, and they hereby are, in all respects,
authorized and approved;
FURTHER RESOLVED that Xxxxxx X. Xxxxxxxx III in his capacity as
President, Xxxxxx X. Xxxx in her capacity as Vice President, and Xxxxxxxx X.
Block in his capacity as Secretary of the Corporation be, and each of them
acting alone hereby is, authorized and empowered to execute and deliver or cause
to be executed and delivered, in the name and on behalf of the Corporation, the
Supplemental Indenture No. 3 on the terms and conditions presented to the Board,
with such changes and modifications thereto as may be approved by the officer or
officers executing the same, such approval to be conclusively evidenced by his
or their execution and delivery thereof; and
FURTHER RESOLVED, that the foregoing officers of the Corporation be, and
each of them acting alone hereby is authorized, empowered and directed to pay or
cause to be paid all fees and expenses, to do or cause to be done all such acts
or things and to make, file, execute, seal or deliver, or caused to be made,
filed, executed, sealed or delivered, all such agreements, documents,
instruments, payments, applications and certificates in the name of and on
behalf of the Corporation and under its corporation seal or otherwise as such,
in his discretion, may deem necessary or advisable to carry out and perform the
Supplemental Indenture No. 3 and to consummate any and all of the transactions
contemplated by such documents.
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GENERAL RATIFICATION AND AUTHORIZATION
RESOLVED, that the officers of the Corporation be, and each of them
hereby is, authorized to take any other action and execute and deliver any other
agreements, documents and instruments, including powers of attorney, as any of
the officers deem necessary or appropriate to carry out the purpose and intent
of the foregoing resolutions; and
RESOLVED FURTHER, that any action of the Board, the officers of the
Corporation in furtherance of the purposes of the foregoing resolutions, whether
taken before or after the adoption or effectiveness of these resolutions, are
hereby approved, confirmed, ratified and adopted.
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IN WITNESS WHEREOF, this unanimous written consent has been executed by
each of the Directors of the Corporation as of the date first written above.
/s/ Xxxxxx X. Xxxxxxxx III
--------------------------------------
Xxxxxx X. Xxxxxxxx III
/s/ Xxxxxxxx X. Block
--------------------------------------
Xxxxxxxx X. Xxxxx
X-0-0
00
XXXXXXX X-0
BOARD RESOLUTIONS OF CORPORATE GUARANTORS
A-2-1
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ACTION BY UNANIMOUS WRITTEN CONSENT OF
THE BOARD OF DIRECTORS
The undersigned, constituting all of the members of the Board of
Directors (the "Board") of the following corporations ("Corporation"), hereby
take the following actions by written consent:
ATEP Radio, Inc. Salem Media of Georgia, Inc.
Bison Media, Inc. Salem Media of Hawaii, Inc.
Xxxxx Broadcasting, Inc. Salem Media of Kentucky, Inc.
CCM Communications, Inc. Salem Media of Ohio, Inc.
Common Ground Broadcasting, Inc. Salem Media of Oregon, Inc.
Golden Gate Broadcasting Co., Inc. Salem Media of Pennsylvania, Inc.
Inland Radio, Inc. Salem Media of Texas, Inc.
Inspiration Media, Inc. Salem Media of Virginia, Inc.
Kingdom Direct, Inc. Salem Music Network, Inc.
New England Continental Media, Inc. Salem Radio Network Incorporated
New Inspiration Broadcasting Co., Inc. Salem Radio Operations-Pennsylvania, Inc.
Oasis Radio, Inc. Salem Radio Properties, Inc.
Pennsylvania Media Associates, Inc. Salem Radio Representatives, Inc.
Radio 1210, Inc. South Texas Broadcasting, Inc.
Reach Satellite Network, Inc. SRN News Network, Inc.
Salem Media Corporation Vista Broadcasting, Inc.
Salem Media of Colorado, Inc.
WHEREAS, by separate resolutions of even date herewith, the Board of
Directors of Salem Communications Holding Corporation, a Delaware corporation
("SCHC") has carefully considered and approved the terms of the Supplemental
Indenture No. 3 (the "Supplemental Indenture No. 3"), the form of which is
attached hereto as Exhibit A, as required by the terms of the Indenture, dated
as of September 25, 1997, by and among Salem Communications Corporation, a
California corporation, as issuer, the guarantors named therein as guarantors,
and The Bank of New York, as Trustee (the "Trustee"), as supplemented by
Supplemental Indenture No. 1, dated as of March 31, 1999, by and among Salem
Communications Holding Corporation, a Delaware corporation, as successor issuer,
the guarantors named therein as guarantors, and the Trustee, as supplemented by
Supplemental Indenture No. 2 dated as of August 24, 2000, among SCHC, as
successor issuer, the guarantors named therein as guarantors and the Trustee
(the "Indenture"), to provide, inter alia, for the assumption of the
obligations, covenants and duties of a guarantor under the Indenture by each of
Salem Media of Illinois, LLC, a Delaware limited liability company, Salem Media
of New York, LLC, a Delaware limited liability company, Salem Radio Operations,
LLC, a Delaware limited liability company, Salem Radio Operations-
A-2-2
15
Pennsylvania, Inc., a Delaware corporation, and Inspiration Media of
Pennsylvania, LP, a Delaware limited partnership; and the confirmation of the
remaining guarantors' guarantee under the Indenture; and
WHEREAS, the Board has determined that it is in the best interests of
the Corporation to proceed with execution and implementation of the Supplemental
Indenture No. 3 whereby Salem Media of Illinois, LLC, Salem Media of New York,
LLC, Salem Radio Operations, LLC, Salem Radio Operations-Pennsylvania, Inc. and
Inspiration Media of Pennsylvania, LP will become guarantors under the
Indenture;
NOW THEREFORE, BE IT RESOLVED, that the form, terms and provisions of
the Supplemental Indenture No. 3, in substantially the form presented to and
reviewed by the Board and attached as Exhibit A, and each of the transactions
contemplated thereby, and the performance by the Corporation of all of its
obligations pursuant thereto, be, and they hereby are, in all respects,
authorized and approved;
FURTHER RESOLVED that Xxxxxx X. Xxxxxxxx III in his capacity as
President, Xxxxxx X. Xxxx in her capacity as Vice President, and Xxxxxxxx X.
Block in his capacity as Secretary of the Corporation be, and each of them
acting alone hereby is, authorized and empowered to execute and deliver or cause
to be executed and delivered, in the name and on behalf of the Corporation, the
Supplemental Indenture No. 3 on the terms and conditions presented to the Board,
with such changes and modifications thereto as may be approved by the officer or
officers executing the same, such approval to be conclusively evidenced by his
or their execution and delivery thereof; and
FURTHER RESOLVED, that the foregoing officers of the Corporation be, and
each of them acting alone hereby is authorized, empowered and directed to pay or
cause to be paid all fees and expenses, to do or cause to be done all such acts
or things and to make, file, execute, seal or deliver, or caused to be made,
filed, executed, sealed or delivered, all such agreements, documents,
instruments, payments, applications and certificates in the name of and on
behalf of the Corporation and under its corporation seal or otherwise as such,
in his discretion, may deem necessary or advisable to carry out and perform the
Supplemental Indenture No. 3 and to consummate any and all of the transactions
contemplated by such documents.
GENERAL RATIFICATION AND AUTHORIZATION
RESOLVED, that the officers of the Corporation be, and each of them
hereby is, authorized to take any other action and execute and deliver any other
agreements, documents and instruments, including powers of attorney, as any of
the officers deem necessary or appropriate to carry out the purpose and intent
of the foregoing resolutions; and
RESOLVED FURTHER, that any action of the Board, the officers of the
Corporation in furtherance of the purposes of the foregoing resolutions, whether
taken before or after the adoption or effectiveness of these resolutions, are
hereby approved, confirmed, ratified and adopted.
A-2-3
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IN WITNESS WHEREOF, this unanimous written consent has been executed by
each of the Directors of the Corporation as of the 9th day of March, 2001.
/s/ Xxxxxx X. Xxxxxxxx III
--------------------------------------
Xxxxxx X. Xxxxxxxx III
/s/ Xxxxxxxx X. Block
--------------------------------------
Xxxxxxxx X. Block
A-2-4
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EXHIBIT A-3
MANAGEMENT RESOLUTIONS OF LLC GUARANTORS
A-3-1
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ACTION BY WRITTEN CONSENT OF
THE MANAGER OF
ONEPLACE, LLC,
INSPIRATION MEDIA OF TEXAS, LLC,
SALEM MEDIA OF NEW YORK, LLC,
SALEM MEDIA OF ILLINOIS, LLC, AND
SALEM RADIO OPERATIONS, LLC
The undersigned, as Manager of OnePlace, LLC, a Delaware limited
liability company ("OP LLC"), Inspiration Media of Texas, LLC, a Texas limited
liability company ("IMT LLC"), Salem Media of New York, LLC, a Delaware limited
liability company ("SMNY LLC"), Salem Media of Illinois, LLC, a Delaware limited
liability company ("SMI LLC") and Salem Radio Operations, LLC, a Delaware
limited liability company ("SRO LLC" and together, the "New LLCs"), hereby takes
the following actions by written consent:
WHEREAS, by separate resolutions of even date herewith, the Board of
Directors of Salem Communications Holding Corporation, a Delaware corporation
("SCHC") has carefully considered and approved the terms of the Supplemental
Indenture No. 3 (the "Supplemental Indenture No. 3"), the form of which is
attached hereto as Exhibit A, as required by the terms of the Indenture, dated
as of September 25, 1997, by and among Salem Communications Corporation, a
California corporation, as issuer, the guarantors named therein as guarantors,
and The Bank of New York, as Trustee (the "Trustee"), as supplemented by
Supplemental Indenture No. 1, dated as of March 31, 1999, by and among Salem
Communications Holding Corporation, a Delaware corporation, as successor issuer,
the guarantors named therein as guarantors, and the Trustee, as supplemented by
Supplemental Indenture No. 2 dated as of August 24, 2000, among SCHC, as
successor issuer, the guarantors named therein as guarantors and the Trustee
(the "Indenture"), to provide, inter alia, for the assumption of the
obligations, covenants and duties of a guarantor under the Indenture by each of
SMI LLC, SMNY LLC, SRO LLC, Salem Radio Operations-Pennsylvania, Inc., a
Delaware corporation, and Inspiration Media of Pennsylvania, LP, a Delaware
limited partnership;
WHEREAS, Inspiration Media of Texas, Inc., a Texas corporation, and
OnePlace, Ltd., a Delaware corporation, each guarantors under Supplemental
Indenture No. 2, have been converted, respectively, into IMT LLC and OP LLC;
subsequent to their respective conversions, IMT LLC and OP LLC remain guarantors
under Supplemental Indenture No. 3;
WHEREAS, the Manager has determined that it is in the best interests of
the New LLCs to proceed with execution and implementation of the Supplemental
Indenture No. 3 whereby SMI LLC, SMNY LLC and SRO LLC will become guarantors and
IMT LLC and OP LLC will remain guarantors under the Indenture;
NOW THEREFORE, BE IT RESOLVED, that pursuant to the Delaware Limited
Liability Company Act as to OP LLC, SMNY LLC, SMI LLC and SRO LLC and the Texas
Limited Liability Company Act as to IMT LLC, and pursuant to the operating
agreements of each of the New LLCs, the undersigned, as Manager of the New LLCs,
hereby consents to, approves and adopts the following:
A-3-2
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RESOLVED that the form, terms and provisions of the Supplemental
Indenture No. 3, in substantially the form presented to and reviewed by the
undersigned, in his capacity as Manager of the New LLCs, and attached as Exhibit
A, and each of the transactions contemplated thereby, and the performance by the
New LLCs of all of their obligations pursuant thereto, be, and they hereby are,
in all respects, authorized and approved by the undersigned, in his capacity as
Manager of the New LLCs;
RESOLVED that the Manager is authorized and empowered to execute and
deliver or cause to be executed and delivered, in the name and on behalf of the
New LLCs, the Supplemental Indenture No. 3 on the terms and conditions presented
to the Manager, with such changes and modifications thereto as may be approved
by the Manager, such approval to be conclusively evidenced by his execution and
delivery thereof; and
RESOLVED, that the Manager is authorized, empowered and directed to pay
or cause to be paid all fees and expenses, to do or cause to be done all such
acts or things and to make, file, execute, seal or deliver, or caused to be
made, filed, executed, sealed or delivered, all such agreements, documents,
instruments, payments, applications and certificates in the name of and on
behalf of the New LLCs or otherwise as such, in his discretion, may deem
necessary or advisable to carry out and perform the Supplemental Indenture No. 3
and to consummate any and all of the transactions contemplated by such
documents.
GENERAL RATIFICATION AND AUTHORIZATION
RESOLVED, that the Manager is, authorized to take any other action and
execute and deliver any other agreements, documents and instruments, including
powers of attorney, as he deems necessary or appropriate to carry out the
purpose and intent of the foregoing resolutions; and
RESOLVED FURTHER, that any action of the Manager, in furtherance of the
purposes of the foregoing resolutions, whether taken before or after the
adoption or effectiveness of these resolutions, are hereby approved, confirmed,
ratified and adopted.
A-3-3
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IN WITNESS WHEREOF, this written consent has been executed by the
undersigned, as Manager of the New LLCs, as of the 9th day of March, 2001.
MANAGER
SALEM MEDIA CORPORATION,
a New York corporation
By: /s/ Xxxxxxxx X. Block
--------------------------------------
Xxxxxxxx X. Block
Vice President
A-3-4
21
EXHIBIT A-4
GENERAL PARTNER RESOLUTIONS OF LP GUARANTOR
A-4-1
22
ACTION BY UNANIMOUS WRITTEN CONSENT OF
THE BOARD OF DIRECTORS OF
SALEM RADIO OPERATIONS-PENNSYLVANIA, INC.
The undersigned, constituting all of the members of the Board of
Directors (the "Board") of Salem Radio Operations-Pennsylvania, Inc., a Delaware
corporation (the "Corporation"), hereby takes the following actions by written
consent in accordance with the authority contained in Section 141(f) of the
General Corporation Law of the State of Delaware:
WHEREAS, the Corporation is the sole general partner of Inspiration
Media of Pennsylvania, LP, a Delaware limited partnership ("IMP LP");
WHEREAS, by separate resolutions of even date herewith, the Board of
Directors of Salem Communications Holding Corporation, a Delaware corporation
("SCHC") has carefully considered and approved the terms of the Supplemental
Indenture No. 3 (the "Supplemental Indenture No. 3"), the form of which is
attached hereto as Exhibit A, as required by the terms of the Indenture, dated
as of September 25, 1997, by and among Salem Communications Corporation, a
California corporation, as issuer, the guarantors named therein as guarantors,
and The Bank of New York, as Trustee (the "Trustee"), as supplemented by
Supplemental Indenture No. 1, dated as of March 31, 1999, by and among Salem
Communications Holding Corporation, a Delaware corporation, as successor issuer,
the guarantors named therein as guarantors, and the Trustee, as supplemented by
Supplemental Indenture No. 2 dated as of August 24, 2000, among SCHC, as
successor issuer, the guarantors named therein as guarantors and the Trustee
(the "Indenture"), to provide, inter alia, for the assumption of the
obligations, covenants and duties of a guarantor under the Indenture by each of
Salem Media of Illinois, LLC, a Delaware limited liability company, Salem Media
of New York, LLC, a Delaware limited liability company, Salem Radio Operations,
LLC, a Delaware limited liability company, Salem Radio Operations-Pennsylvania,
Inc., a Delaware corporation, and IMP LP; and the confirmation of the remaining
guarantors' guarantee under the Indenture; and
WHEREAS, the Board has determined that it is in the best interests of
the Corporation, in its capacity as sole general partner of IMP LP, to proceed
with the execution and implementation of the Supplemental Indenture No. 3
whereby IMP LP will become a guarantor under the Indenture;
NOW THEREFORE, BE IT RESOLVED, that pursuant to the IMP LP partnership
agreement and Delaware Revised Uniform Limited Partnership Act, the Board of the
Corporation, in its capacity as sole general partner of IMP LP, hereby consents
to, approves and adopts the following:
RESOLVED that the form, terms and provisions of the Supplemental
Indenture No. 3, in substantially the form presented to and reviewed by the
Board, in its capacity as sole general partner of IMP LP, and attached as
Exhibit A, and each of the transactions contemplated thereby, and the
performance by IMP LP of all of its obligations pursuant thereto, be, and they
hereby are, in all respects, authorized and approved by the Board, in its
capacity as sole general partner of IMP LP;
X-0-0
00
XXXXXXXX xxxx Xxxxxx X. Xxxxxxxx III in his capacity as President and
Xxxxxxxx X. Block in his capacity as Secretary of the Corporation, in its
capacity as sole general partner of IMP LP, be, and each of them acting alone
hereby is, authorized and empowered to execute and deliver or cause to be
executed and delivered, in the name and on behalf of IMP LP, the Supplemental
Indenture No. 3 on the terms and conditions presented to the Board, as the
general partner of IMP LP, with such changes and modifications thereto as may be
approved by the officer or officers, acting in the capacity as sole general
partner of IMP LP, executing the same, such approval to be conclusively
evidenced by his or their execution and delivery thereof; and
FURTHER RESOLVED, that the foregoing officers of the Corporation, acting
in the capacity as sole general partner of IMP LP, be, and each of them acting
alone hereby is authorized, empowered and directed to pay or cause to be paid
all fees and expenses, to do or cause to be done all such acts or things and to
make, file, execute, seal or deliver, or caused to be made, filed, executed,
sealed or delivered, all such agreements, documents, instruments, payments,
applications and certificates in the name of and on behalf of IMP LP or
otherwise as such, in his discretion, may deem necessary or advisable to carry
out and perform the Supplemental Indenture No. 3 and to consummate any and all
of the transactions contemplated by such documents.
GENERAL RATIFICATION AND AUTHORIZATION
RESOLVED, that the officers of the Corporation, acting in its capacity
as sole general partner of IMP LP, be, and each of them hereby is, authorized to
take any other action and execute and deliver any other agreements, documents
and instruments, including powers of attorney, as any of the officers deem
necessary or appropriate to carry out the purpose and intent of the foregoing
resolutions; and
RESOLVED FURTHER, that any action of the Board or officers of the
Corporation, acting in its capacity as sole general partner of IMP LP, in
furtherance of the purposes of the foregoing resolutions, whether taken before
or after the adoption or effectiveness of these resolutions, are hereby
approved, confirmed, ratified and adopted.
A-4-3
24
IN WITNESS WHEREOF, this unanimous written consent has been executed by
each of the Directors of the Corporation as of the 9th day of March, 2001.
/s/ Xxxxxx X. Xxxxxxxx III
--------------------------------------
Xxxxxx X. Xxxxxxxx III
/s/ Xxxxxxxx X. Block
--------------------------------------
Xxxxxxxx X. Block
A-4-4
