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Licensing and Management System

Approved by OMB 3060-0010
September 2019
Go to the Federal Communications Commission homepage at www.fcc.gov

(REFERENCE COPY - Not for submission)Commercial Broadcast Stations Biennial Ownership Report (FCC Form 323)

File Number:
0000171502
Submit Date:
2021-11-24
FRN:
0004315677
Purpose:
Commercial Broadcast Stations Biennial Ownership Report
Status:
Received
Status Date:
11/26/2021
Filing Status:
Active

Section I - General Information

1. Respondent

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FRN Entity Name

0004315677

Salem Media of New York, LLC

Street Address City (and Country if non U.S. address) State ("NA" if non-U.S. address) Zip Code Phone Email

4880 SANTA ROSA ROAD

Camarillo

CA

93012

+1 (805) 987-0400

Tracey.kim@salemmedia.com

2. Contact Representative

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Name Organization

KATHLEEN KIRBY, ESQ.

WILEY REIN LLP

Street Address City (and Country if non U.S. address) State Zip Code Phone Email

1776 K Street NW

Washington

DC

20006

+1 (202) 719-3360

KKIRBY@WILEY.LAW

3. Application Filing Fee

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Question Response

Is this application being submitted without a filing fee?

No

Fees

Application Type Form Number Fee Code Quantity Fee Amount Subtotal
Total $85.00

Biennial Form 323 MAR 1 95
$85.00

4. Nature of Respondent

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(a) Provide the following information about the Respondent:

Relationship to stations/permits

Licensee

Nature of Respondent

Limited liability company

(b) Provide the following information about this report:
Purpose Biennial
"As of" date 10/01/2021

When filing a biennial ownership report or validating and resubmitting a prior biennial ownership report, this date must be Oct. 1 of the year in which this report is filed.

5. Licensee(s) and Station(s)

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Respondent is filing this report to cover the following Licensee(s) and station(s):
Licensee/Permittee Name FRN
Salem Media of New York, LLC 0004315677
Fac. ID No. Call Sign City State Service
58635 WNYM HACKENSACK NJ AM

Section II – Biennial Ownership Information

1. 47 C.F.R. Section 73.3613 and Other Documents

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Licensee Respondents that hold authorizations for one or more full power television, AM, and/or FM stations should list all contracts and other instruments set forth in 47 C.F.R. Section 73.3613(a) through (c) for the facility or facilities listed on this report. In addition, attributable Local Marketing Agreements (LMAs) and attributable Joint Sales Agreements (JSAs) must be disclosed by the licensee of the brokering station on its ownership report. If the agreement is an attributable LMA, an attributable JSA, or a network affiliation agreement, check the appropriate box. Otherwise, select “Other.” Non-Licensee Respondents, as well as Licensee Respondents that only hold authorizations for Class A television and/or low power television stations, should select “Not Applicable” in response to this question.


Document Information
Description of contract or instrument CERTIFICATE OF FORMATION
Parties to contract or instrument State of Delaware; Salem Media of New York, LLC
Date of execution 12/2000
Date of expiration No expiration date
Agreement type
(check all that apply)
Other

Agreement Type: Corporate Formation document

Document Information
Description of contract or instrument OPERATING AGREEMENT
Parties to contract or instrument Salem Media of New York, LLC
Date of execution 12/2000
Date of expiration No expiration date
Agreement type
(check all that apply)
Other

Agreement Type: Corporate Formation document

Document Information
Description of contract or instrument FIRST AMENDMENT TO OPERATING AGREEMENT
Parties to contract or instrument Salem Media of New York, LLC
Date of execution 07/2008
Date of expiration No expiration date
Agreement type
(check all that apply)
Other

Agreement Type: Corporate Formation document

Document Information
Description of contract or instrument Credit Agreement
Parties to contract or instrument Salem Media Group, Inc. ("Salem"), as Parent and Borrower, and Salem's Subsidiaries as Borrowers and Wells Fargo Bank, N.A., as Administrative Agent and Lead Arranger and the Lenders that are Parties hereto.
Date of execution 05/2017
Date of expiration 05/2022
Agreement type
(check all that apply)
Other

Agreement Type: Financial Security document

Document Information
Description of contract or instrument Amendment Number One to Credit Agreement and Consent
Parties to contract or instrument Salem Media Group, Inc. ("Salem"), as Parent and Borrower, and Salem's Subsidiaries as Borrowers and Wells Fargo Bank, N.A., as Administrative Agent and Lead Arranger and the Lenders that are Parties hereto.
Date of execution 07/2017
Date of expiration 05/2022
Agreement type
(check all that apply)
Other

Agreement Type: Financial Security document

Document Information
Description of contract or instrument Amendment Number Two to Credit Agreement and Consent
Parties to contract or instrument Salem Media Group, Inc. ("Salem"), as Parent and Borrower, and Salem's Subsidiaries as Borrowers and Wells Fargo Bank, N.A., as Administrative Agent for each member of the Lender Group and the Bank Product Providers ("Agent").
Date of execution 11/2018
Date of expiration 05/2022
Agreement type
(check all that apply)
Other

Agreement Type: Financial Security document

Document Information
Description of contract or instrument Amendment Number Three to Credit Agreement and Consent
Parties to contract or instrument Salem Media Group, Inc. ("Salem"), as Parent and Borrower, and Salem's Subsidiaries as Borrowers and Wells Fargo Bank, N.A., as Administrative Agent for each member of the Lender Group and the Bank Product Providers ("Agent").
Date of execution 04/2020
Date of expiration 03/2024
Agreement type
(check all that apply)
Other

Agreement Type: Financial Security document

Document Information
Description of contract or instrument Amendment Number Four to Credit Agreement and Consent
Parties to contract or instrument Salem Media Group, Inc. ("Salem"), as Parent and Borrower, and Salem's Subsidiaries as Borrowers and Wells Fargo Bank, N.A., as Administrative Agent for each member of the Lender Group and the Bank Product Providers ("Agent").
Date of execution 10/2020
Date of expiration 03/2024
Agreement type
(check all that apply)
Other

Agreement Type: Financial Security document

Document Information
Description of contract or instrument Amendment Number Five to Credit Agreement and Consent
Parties to contract or instrument Salem Media Group, Inc. ("Salem"), as Parent and Borrower, and Salem's Subsidiaries as Borrowers and Wells Fargo Bank, N.A., as Administrative Agent for each member of the Lender Group and the Bank Product Providers ("Agent").
Date of execution 09/2021
Date of expiration 06/2028
Agreement type
(check all that apply)
Other

Agreement Type: Financial Security document

Document Information
Description of contract or instrument Guaranty and Security Agreement
Parties to contract or instrument Salem Media Group, Inc. ("Salem"), as Parent and Salem's Subsidiaries, each a "Grantor" and collectively "Grantors" and Wells Fargo bank, N.A., as Administrative Agent for each member of the Lender Group and the Bank Product Providers ("Agent").
Date of execution 05/2017
Date of expiration 03/2024
Agreement type
(check all that apply)
Other

Agreement Type: Financial Security document

Document Information
Description of contract or instrument Intercreditor Agreement
Parties to contract or instrument Wells Fargo Bank, N.A. as Revolving Collateral Agent, and U.S. Bank, N.A. as Notes Collateral Agent, and Salem Media Group, Inc. ("Salem") as Parent, Issuer and Revolving Borrower, plus Salem's Subsidiaries as Revolving Borrowers and Notes Guarantors.
Date of execution 05/2017
Date of expiration 03/2024
Agreement type
(check all that apply)
Other

Agreement Type: Financial Security document

Document Information
Description of contract or instrument Intercreditor Agreement
Parties to contract or instrument Wells Fargo Bank, N.A. as Revolving Collateral Agent, and U.S. Bank, N.A. as Notes Collateral Agent, and Salem Media Group, Inc. ("Salem") as Parent, Issuer and Revolving Borrower, plus Salem's Subsidiaries as Revolving Borrowers and Notes Guarantors.
Date of execution 09/2021
Date of expiration 06/2028
Agreement type
(check all that apply)
Other

Agreement Type: Financial Security document

Document Information
Description of contract or instrument Indenture
Parties to contract or instrument Salem Media Group, Inc. ("Salem") as Parent and Issuer and Salem's Subsidiaries each a Guarantor and collectively Guarantors and U.S. Bank, N.A. as Trustee and Collateral Agent.
Date of execution 05/2017
Date of expiration 03/2024
Agreement type
(check all that apply)
Other

Agreement Type: Financial Security document

Document Information
Description of contract or instrument First Supplemental Indenture
Parties to contract or instrument Salem Media Group, Inc. ("Salem") as Parent and Issuer and Salem's Subsidiaries each a Guarantor and collectively Guarantors and U.S. Bank, N.A. as Trustee and Collateral Agent.
Date of execution 09/2021
Date of expiration 03/2024
Agreement type
(check all that apply)
Other

Agreement Type: Financial Security document

Document Information
Description of contract or instrument Indenture
Parties to contract or instrument Salem Media Group, Inc. (the Company or the Issuer), the Guarantors (as defined herein) and U.S. Bank National Association, as trustee (the Trustee) and collateral agent (the Collateral Agent).
Date of execution 09/2021
Date of expiration 06/2028
Agreement type
(check all that apply)
Other

Agreement Type: Financial Security document

Document Information
Description of contract or instrument Security Agreement
Parties to contract or instrument Salem Media Group, Inc. ("Salem"), as Parent and Salem's Subsidiaries, each a "Grantor" and collectively "Grantors" and U.S. Bank, N.A. as "Collateral Agent" for the Secured Parties.
Date of execution 05/2017
Date of expiration 06/2028
Agreement type
(check all that apply)
Other

Agreement Type: Financial Security document

Document Information
Description of contract or instrument Security Agreement
Parties to contract or instrument Salem Media Group, Inc. ("Salem"), as Parent and Salem's Subsidiaries, each a "Grantor" and collectively "Grantors" and U.S. Bank, N.A. as "Collateral Agent" for the Secured Parties.
Date of execution 09/2021
Date of expiration 06/2028
Agreement type
(check all that apply)
Other

Agreement Type: Financial Security document

Document Information
Description of contract or instrument Exchange, Purchase and Sale Agreement
Parties to contract or instrument Salem Media Group, Inc. (Company), guarantors listed on Sch I (Guarantors), persons on Sch II (Sellers), persons on Sch III (Purchasers), and persons on Sch IV (Exchanging Hldrs and w Sellers, Consenting Hldrs; w Purchasers, the Noteholder Parties).
Date of execution 09/2021
Date of expiration No expiration date
Agreement type
(check all that apply)
Other

Agreement Type: Financial Security document

2. Ownership Interests

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(a) Ownership Interests. This Question requires Respondents to enter detailed information about ownership interests by generating a series of subforms. Answer each question on each subform. The first subform listing should be for the Respondent itself. If the Respondent is not a natural person, also list each of the officers, directors, stockholders, non-insulated partners, non-insulated members, and any other persons or entities with a direct attributable interest in the Respondent pursuant to the standards set forth in 47 C.F.R. Section 73.3555. (A “direct” interest is one that is not held through any intervening companies or entities.) List each interest holder with a direct attributable interest in the Respondent separately.


Leave the percentage of total assets (Equity Debt Plus) field blank for an interest holder unless that interest holder has an attributable interest in the Respondent solely on the basis of the Commission’s Equity Debt Plus attribution standard, 47 C.F.R. Section 73.3555, Note 2(i).


In the case of vertical or indirect ownership structures, list only those interests in the Respondent that also represent an attributable interest in the Licensee(s) for which the report is being submitted.


Entities that are part of an organizational structure that includes holding companies or other forms of indirect ownership must file separate ownership reports. In such a structure do not report, or file a separate report for, any interest holder that does not have an attributable interest in the Licensee(s) for which the report is being submitted.


Please see the Instructions for further detail concerning interests that must be reported in response to this question.


The Respondent must provide an FCC Registration Number for each interest holder reported in response to this question. Please see the Instructions for detailed information and guidance concerning this requirement.


Ownership Information
FRN 0004315677
Entity Name Salem Media of New York, LLC
Address PO Box
Street 1 4880 SANTA ROSA ROAD
Street 2
City Camarillo
State ("NA" if non-U.S. address) CA
Zip/Postal Code 93012
Country (if non-U.S. address) United States
Listing Type

Respondent

Positional Interests
(check all that apply)

Respondent
Tribal Nation or Tribal Entity

Interest holder is not a Tribal nation or Tribal entity

Interest Percentages
(enter percentage values from 0.0 to 100.0)
Voting 0.0% Jointly Held?

No

Equity 0.0%
Total assets (Equity Debt Plus) 0.0%
Does interest holder have an attributable interest in one or more broadcast stations that do not appear on this report?

No

Ownership Information
FRN 0004315123
Entity Name SCA License Corporation
Address PO Box
Street 1 4880 SANTA ROSA ROAD
Street 2
City Camarillo
State ("NA" if non-U.S. address) CA
Zip/Postal Code 93012
Country (if non-U.S. address) United States
Listing Type

Other Interest Holder

Positional Interests
(check all that apply)

LC/LLC/PLLC Member
Tribal Nation or Tribal Entity

Interest holder is not a Tribal nation or Tribal entity

Interest Percentages
(enter percentage values from 0.0 to 100.0)
Voting 0.0% Jointly Held?

No

Equity 0.0%
Total assets (Equity Debt Plus) 0.0%
Does interest holder have an attributable interest in one or more broadcast stations that do not appear on this report?

Yes

Ownership Information
FRN 0019479765
Entity Name Salem Radio Operations, LLC
Address PO Box
Street 1 4880 SANTA ROSA ROAD
Street 2
City Camarillo
State ("NA" if non-U.S. address) DC
Zip/Postal Code 93012
Country (if non-U.S. address) United States
Listing Type

Other Interest Holder

Positional Interests
(check all that apply)

LC/LLC/PLLC Member, Stockholder
Tribal Nation or Tribal Entity

Interest holder is not a Tribal nation or Tribal entity

Interest Percentages
(enter percentage values from 0.0 to 100.0)
Voting 100.0% Jointly Held?

No

Equity 100.0%
Total assets (Equity Debt Plus) 100.0%
Does interest holder have an attributable interest in one or more broadcast stations that do not appear on this report?

No

(b) Respondent certifies that any interests, including equity, financial, or voting interests, not reported in this filing are non-attributable.
If "No," submit as an exhibit an explanation.

Yes

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(c) Does the Respondent or any reported interest holder hold an attributable interest in any newspaper entities in the same market as any station for which this report is filed, as defined in 47 C.F.R. Section 73.3555?


If "Yes," provide information describing the interest(s), using EITHER the subform OR the spreadsheet option below. Respondents with a large number (50 or more) of entries to submit should use the spreadsheet option.


NOTE: Spreadsheets must be submitted in a special XML Spreadsheet format with the appropriate structure that is specified in the documentation. For instructions on how to use the spreadsheet option to complete this question (including templates to start with), please Click Here.


If using the subform, leave the percentage of total assets (Equity Debt Plus) field blank for an interest holder unless that interest holder has an attributable interest in the newspaper entity solely on the basis of the Commission’s Equity Debt Plus attribution standard, 47 C.F.R. Section 73.3555, Note 2(i). If using an XML Spreadsheet, enter “NA” into the percentage of total assets (Equity Debt Plus) field for an interest holder unless that interest holder has an attributable interest in the newspaper entity solely on the basis of the Commission’s Equity Debt Plus attribution standard.


The Respondent must provide an FCC Registration Number for each interest holder reported in response to this question. Please see the Instructions for detailed information and guidance concerning this requirement.

No

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(d) Are any of the individuals listed as an attributable interest holder in the Respondent married to each other or related to each other as parent‐child or as siblings?

If "Yes," provide the following information for each such the relationship.

No

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(e) Is Respondent seeking an attribution exemption for any officer or director with duties wholly unrelated to the Licensee(s)?

If "Yes," complete the information in the required fields and submit an Exhibit fully describing that individual’s duties and responsibilities, and explaining why that individual should not be attributed an interest.

No

3. Organizational Chart (Licensees Only)

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Attach a flowchart or similar document showing the Licensee’s vertical ownership structure including the Licensee and all entities that have attributable interests in the Licensee. Licensees with a single parent entity may provide a brief explanatory textual Exhibit in lieu of a flowchart or similar document. Licensees without parent entities should so indicate in a textual Exhibit.


Non-Licensee Respondents should select “N/A” in response to this question.


File Name Uploaded By Attachment Type Description
SM of New York LLC.pdf Applicant Ownership Chart Salem Media of New York, LLC - Ownership Chart

Section III - Certification

Certification

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Section Question Response
Authorized Party to Sign

WILLFUL FALSE STATEMENTS ON THIS FORM ARE PUNISHABLE BY FINE AND/OR IMPRISONMENT (U.S. CODE, TITLE 18, SECTION 1001), AND/OR REVOCATION OF ANY STATION LICENSE --OR CONSTRUCTION PERMIT (U.S. CODE, TITLE 47, SECTION 312(a)(1)), AND/OR FORFEITURE (U.S. CODE, TITLE 47, SECTION 503).

Certification I certify that I have examined this report and that to the best of my knowledge and belief, all statements in this report are true, correct and complete.

Official Title: EVP/Sec - Salem Radio Operations, LLC, Mnging Mbr

Exact Legal Title or Name of Respondent: Salem Media of New York, LLC

Name: Christopher J. Henderson

Phone: 8059870400


11/24/2021