Salem Media Group, Inc.
January 19, 2023
Page
2
The consent and releases given herein are contingent on the following: (a) delivery to
Lender of fully executed copies of this letter agreement, (b) delivery to Lender, no later than the close of business within three (3) Business Days following the date of sale of the Premises (“Sale Date”), without
any demand or notice from Lender or any other Person, all of which is hereby expressly waived by Borrowers, of 100% of the cash proceeds in an amount not less than $6,231,900.00 (net of documented reasonable out-of-pocket costs and expenses incurred
in connection with the collection of such proceeds, in each case payable to Persons that are not Affiliates of any Loan Party) received by any Loan Party with respect to the Sale Leaseback deposited into the account set forth on Exhibit A hereto to
be applied by Lender to prepay the unpaid principal balance of the Revolving Loans, (c) payment or reimbursement of all invoiced fees (including all reasonable out-of-pocket attorneys’ fees) and expenses incurred by Lender in connection
with this letter agreement and the releases granted herein, (d) there exists no Default or Event of Default immediately before and after giving effect to the consummation of the Sale Leaseback, (e) Lender shall have received a fully
executed copy of the Purchase Agreement and all documents related to the Sale Leaseback, each of which shall be in form and substance reasonably satisfactory to Lender, and (f) the Sale Leaseback is consummated on or before the Expected Closing
Date (as defined in the Purchase Agreement as in effect on the date hereof). Borrowers shall use commercially reasonable efforts to deliver to Lender a landlord’s waiver with respect to the Premises, in form and substance satisfactory to
Lender, no later than thirty (30) days after the Sale Date (or such later date as Lender may agree in its sole discretion).
This
letter agreement shall in no way constitute a consent or release under any provisions contained in the Loan Agreement except those necessary to complete the Sale Leaseback, nor shall it obligate Lender to provide any further consent to any
noncompliance of any covenant or other provision or any release of any other Collateral or obligations contained in the Loan Agreement.
In addition, Borrowers and Lender have agreed to amend certain terms and provisions of the Loan Agreement. In consideration of the foregoing,
and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree effective as of the date hereof, Section 1(e) of Schedule A of the Loan Agreement is
hereby amended and restated as follows:
“(e) Letter of Credit Limit: $3,000,000”
In consideration of the foregoing, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto, intending to be legally bound, agree effective as of the Sale Date, as follows:
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Section 1.1 of the Loan Agreement is hereby amended by adding the following to the end of such Section:
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“The Borrowers shall cause the aggregate outstanding principal amount of Revolving Loans and undrawn face amount
of all issued and outstanding Letters of Credit at all times to be greater than or equal to the lesser of (x) $6,500,000, (y) the Maximum Revolving Facility Amount, minus Reserves, minus the Availability Block, and
(z) the Borrowing Base.”