Exhibit 10.12
FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "AMENDMENT") is made and
entered into as of November 13, 2002 by and among THE NEW YORK LAW PUBLISHING
COMPANY, a New York corporation ("BORROWER"), AMERICAN LAWYER MEDIA HOLDINGS,
INC., a Delaware corporation ("HOLDINGS"), AMERICAN LAWYER MEDIA, INC., a
Delaware corporation ("PARENT"), GENERAL ELECTRIC CAPITAL CORPORATION, a
Delaware corporation (in its individual capacity, "GE CAPITAL"), for itself, as
Lender, and as Agent for Lenders.
STATEMENT OF FACTS
A. Borrower, Parent, Holdings, and GE Capital (as Agent and Lender) are
parties to that certain Credit Agreement, dated as of May 1, 2002 (the "CREDIT
AGREEMENT"; capitalized terms used but not defined in this Amendment have the
meanings given in the Credit Agreement, as amended by this Amendment), whereby
the Lenders have made certain extensions of credit to Borrower.
B. The parties desire to amend the Credit Agreement as set forth in this
Amendment.
STATEMENT OF TERMS
NOW THEREFORE, in consideration of the premises and mutual covenants
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. AMENDMENTS TO CREDIT AGREEMENT. Subject to the terms and conditions of
this Amendment, the Credit Agreement is hereby amended as follows:
(a) Section 1.6(b) of the Credit Agreement is hereby deleted in its
entirety and replaced with the following:
(b) On or before January 15, 2003, the Credit Parties will establish
and maintain until the Termination Date, the Cash Management System
described in Annex C (the "CASH MANAGEMENT SYSTEM").
(b) Section 2.2 of the Credit Agreement is hereby amended by deleting the
"or" that appears at the end of paragraph (c) and deleting the period that
appears at the end of paragraph (d) and substituting in lieu thereof and by
adding the following new paragraphs (e) and (f) at the end of such section:
(e) Draw Request Certificate. Agent shall not have received a
certificate executed by the chief financial officer of Holdings in form
and substance acceptable to Agent (the "DRAW REQUEST CERTIFICATE")
certifying that, after giving effect to any such requested Advance, and as
of the date of the request for such Advance, the Credit Parties comply
with (i) the Maximum Senior Secured Leverage Ratio covenant and (ii) the
Maximum Total Leverage Ratio
covenant as set forth in paragraphs (a) and (b), respectively, of Annex G
as then in effect. The Draw Request Certificate shall be accompanied by
reasonable detail showing the calculations used in determining such
compliance. For purposes of determining the Credit Parties' compliance
with the aforesaid Financial Covenants, the Credit Parties shall use the
consolidated Indebtedness of Holdings and its Subsidiaries as of the date
of such requested Advance (and after giving effect thereto) and the
Adjusted EBITDA as reflected on Borrower's financial statements delivered
to Agent pursuant to Annex E for the most recently completed Testing
Period prior to the date of the requested Advance; or
(f) Real Legal Lease. Agent shall not have received a certificate
executed by the chief financial officer of Holdings in form and substance
acceptable to Agent certifying as of the date of the requested Advance
that none of the Credit Parties (i) has paid any amount under that certain
First Amendment to and Assignment of Lease by and between 1140 Associates,
c/x Xxxxxxxx Real Estate Co., Inc. and Xxx.xxx, Inc. (the "REAL LEGAL
LEASE"), that has not been repaid in full by Real Legal, LLC as sub-tenant
("REAL LEGAL") within 5 Business Days of the payment by a Credit Party of
such amount, or (ii) has received any request for payment or has knowledge
that any Credit Party could reasonably be expected to be required to make
any payment with respect to the Real Legal Lease that could not be
reasonably expected to be reimbursed in full by Real Legal within 5
Business Days thereafter.
(b) Annex A of the Credit Agreement is hereby amended by adding the
following definition of "Draw Request Certificate":
"Draw Request Certificate" has the meaning ascribed to it in Section
2.2(e).
(c) The definition of "EBITDA" as set forth on Annex A of the Credit
Agreement is hereby amended by inserting the following after the last sentence:
For purposes of determining EBITDA for each of the Testing Periods ended
December 31, 2001, March 31, 2002, June 30, 2002 and September 30, 2002
only, $288,000 of restructuring expenses incurred during the Fiscal
Quarter ended December 31, 2001 shall be added back to EBITDA for such
Testing Period as otherwise determined pursuant to this definition.
(d) Annex A to the Credit Agreement is hereby amended by adding the
following definition of "Real Legal Lease":
"Real Legal Lease" has the meaning ascribed to it in Section
2.2(f)."
2. EXCLUSION OF REAL LEGAL LEASE OBLIGATIONS. (a) Subject to the terms and
conditions of this Amendment and the Credit Agreement, the parties hereto agree
that all amounts due under the Real Legal Lease during each Testing Period may
be excluded in
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computing compliance with the Financial Covenants if and only to the extent that
such amounts are actually paid by Real Legal (either directly to the landlord
under the Real Legal Lease or indirectly by reimbursing the Credit Parties
within 5 Business Days of any Credit Party making any payment under the Real
Legal Lease).
(b) Notwithstanding anything in clause (a) above to the contrary, if any
Credit Party pays any amount due under the Real Legal Lease and such amount is
not reimbursed in full by Real Legal within 5 Business Days thereafter then:
(i) Holdings shall immediately provide Agent with:
(a) written notice of such payment or belief; and
(b) a certificate of the chief financial officer of Holdings
and its Subsidiaries showing that the Credit Parties were in
compliance with each of the financial covenants set forth in Annex G
to the Credit Agreement during each of the Testing Periods ending
during the 12-month period immediately preceding the date such
payment is made or belief is reached after including in determining
compliance with the Financial Covenants all amounts that were due
and owing under the Real Legal Lease with respect to each such
Testing Period, whether or not such amounts were actually paid by or
reimbursed to any Credit Party or any other Person; and
(ii) The Credit Parties shall thereafter include all amounts payable
under the Real Legal Lease during each Testing Period in each subsequent
determination of the Credit Parties' and its Subsidiaries' compliance with
the Financial Covenants.
3. REPRESENTATIONS AND WARRANTIES. Borrower and each other Credit Party
hereby represents and warrants to the Agent and the Lenders that (a) this
Amendment has been duly authorized, executed and delivered by Borrower and each
Credit Party signatory thereto, (b) after giving effect to this Amendment, no
Default or Event of Default has occurred and is continuing as of this date, and
(c) all of the representations and warranties made by Borrower or any Credit
Party in the Credit Agreement are true and correct in all material respects on
and as of the date of this Amendment and after giving effect to this Amendment
(except to the extent that any such representations or warranties (i) expressly
referred to a specific prior date, or (ii) have changed based upon events
expressly permitted by the Credit Agreement).
4. RATIFICATION. Borrower and each other Credit Party hereby ratifies and
reaffirms each and every term, covenant and condition set forth in the Credit
Agreement and the other Loan Documents delivered by Borrower and the other
Credit Parties in connection therewith, effective as of the date hereof and
after giving effect to this Amendment.
5. WAIVER BY BORROWER AND CREDIT PARTIES. Borrower and each other Credit
Party hereby waives any claim, counterclaim, defense, demand, action or suit of
any kind or nature whatsoever against the Lenders and the Agent arising on or
prior to the date of this Amendment in connection with any of the Loan Documents
or the transactions contemplated thereunder.
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6. REIMBURSEMENT OF EXPENSES. Additionally, Borrower and each of the other
Credit Parties hereby agrees to reimburse the Agent and the Lenders on demand
for all reasonable costs and expenses (including without limitation reasonable
attorney's fees) incurred by such parties in connection with the negotiation,
documentation and consummation of this Amendment and the other documents
executed in connection herewith and therewith and the transactions contemplated
hereby and thereby.
7. CONDITIONS TO EFFECTIVENESS. This Amendment shall be effective as of
June 30, 2002 (the "Amendment Effective Date"), subject to the Agent's receipt
of (i) this Amendment, duly executed, completed and delivered by the Agent,
each of the Lenders, and Borrower, (ii) a Draw Request Certificate, duly
executed, completed and delivered by Borrower with respect to Borrower's most
recent Advance, and (iii) payment of all reasonable fees, costs and expenses
(including the fees, costs and expenses of counsel or other advisors) incurred
by or on behalf of Agent in connection with this Amendment and any of the other
Loan Documents.
8. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK FOR CONTRACTS TO BE PERFORMED
ENTIRELY WITHIN SAID STATE.
9. SEVERABILITY OF PROVISIONS. Any provision of this Amendment which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof or affecting the validity or
enforceability of such provision in any other jurisdiction. To the extent
permitted by applicable law, Borrower and each of the other Credit Parties
hereby waives any provision of law that renders any provision hereof prohibited
or unenforceable in any respect.
10. COUNTERPARTS. This Amendment may be executed in any number of
counterparts, all of which shall be deemed to constitute but one original and
shall be binding upon all parties, their successors and permitted assigns.
11. ENTIRE AGREEMENT. The Credit Agreement as amended by this Amendment
embodies the entire agreement between the parties hereto relating to the subject
matter hereof and supersedes all prior agreements, representations and
understandings, if any, relating to the subject matter hereof.
12. NO OTHER AMENDMENTS, WAIVERS OR CONSENTS. Except for the (x) prior
waivers and consents granted pursuant to that certain Post-Closing Letter
Agreement, dated May 1, 2002, between Borrower and Agent, as amended by that
certain Amendment to Post-Closing Letter Agreement, dated May 10, 2002, between
Borrower and Agent, as further amended by that certain Second Amendment to
Post-Closing Letter Agreement, dated May 17, 2002, between Borrower and Agent,
and as further amended by that certain Third Amendment to Post-Closing Letter
Agreement, dated June 11, 2002, between Borrower and Agent and (y) amendments
expressly set forth and referred to in Section 1 above, the Credit Agreement and
the other Loan Documents shall remain unchanged and in full force and effect.
Nothing in this Amendment is
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intended, or shall be construed, to constitute a novation or an accord and
satisfaction of any of the Obligations or to modify, affect or impair the
perfection or continuity of the Agent's and the Lenders' security interests in,
security titles to or other Liens on any Collateral.
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IN WITNESS WHEREOF, the parties have caused this Amendment to be duly
executed by their respective duly authorized officers, as of the date first
above written.
THE NEW YORK LAW PUBLISHING COMPANY
By:____________________________________
Name:__________________________________
Title:_________________________________
AMERICAN LAWYER MEDIA HOLDINGS, INC.
By:____________________________________
Name:__________________________________
Title:_________________________________
AMERICAN LAWYER MEDIA, INC.
By:____________________________________
Name:__________________________________
Title:_________________________________
GENERAL ELECTRIC CAPITAL
CORPORATION, as Agent and Lender
By:____________________________________
Name:__________________________________
Title: Duly Authorized Signatory
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