EXHIBIT 10.4(vi)
SIXTH AMENDMENT AND WAIVER
SIXTH AMENDMENT AND WAIVER (this "Amendment"), dated as of
August 10, 2001, among AMERICAN LAWYER MEDIA HOLDINGS, INC., a Delaware
corporation ("Holdings"), AMERICAN LAWYER MEDIA, INC., a Delaware corporation
(the "Borrower"), the several lenders from time to time party to the Credit
Agreement referred to below (the "Banks"), and BANK OF AMERICA, N.A., as
Administrative Agent (the "Administrative Agent"). Unless otherwise defined
herein, all capitalized terms used herein shall have the respective meanings
provided such terms in the Credit Agreement referred to below.
W I T N E S S E T H :
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WHEREAS, Holdings, the Borrower, the Banks and the
Administrative Agent are parties to a Credit Agreement, dated as of March 25,
1998 (as amended, modified or supplemented to, but not including, the date
hereof, the "Credit Agreement"); and
WHEREAS, subject to the terms and conditions set forth herein,
the parties hereto agree as follows;
NOW, THEREFORE, it is agreed:
I. Waivers:
1. The Banks hereby waive the Event of Default that has arisen
under the Credit Agreement solely as a result of the failure of Holdings and the
Borrower to comply with Section 8.07 of the Credit Agreement in respect of the
Measurement Period ended on June 30, 2001.
2. The Banks hereby waive (i) the Event of Default that has
arisen under the Credit Agreement solely as a result of the failure of Holdings
and the Borrower to comply with Section 8.09 of the Credit Agreement for the
period from June 30, 2001 to the Sixth Amendment Effective Date (as hereinafter
defined) and (ii) Holdings' and the Borrower's required compliance with such
Section 8.09 for the period from the Sixth Amendment Effective Date through
September 29, 2001.
II. Amendments:
1. The definition of "Aggregate Revolving Commitment"
appearing in Section 1.01 of the Credit Agreement is hereby amended by deleting
the amount "$40,000,000" appearing therein and inserting the amount
"$29,000,000" in lieu thereof.
2. The definition of "Consolidated EBITDA" appearing in
Section 1.01 of the Credit Agreement is hereby amended by (i) deleting the word
"and" appearing at the end of
clause (x)(ii) thereof and inserting a comma in lieu thereof and (ii) inserting
the following new clause (x)(iv) immediately after clause (x)(iii) thereof:
"and (iv) for any Measurement Period which includes Holdings'
fiscal quarter ended on June 30, 2001, up to $1,700,000 of
restructuring charges incurred in Holdings' fiscal quarter
ended June 30, 2001 to the extent that such restructuring
charges were deducted in arriving at Consolidated EBIT for
such period".
3. Section 2.01(b) of the Credit Agreement is hereby amended
by deleting the text thereof and inserting "(Intentionally Omitted)" in lieu
thereof.
4. Holdings, the Borrower, the Administrative Agent and the
Banks acknowledge that, as a result of the amendment referred to in Section II.1
above, each Bank's Revolving Commitment shall be equal to that amount set forth
opposite such Bank's name on the signature pages to this Amendment, as such
amount may otherwise be further modified from time to time pursuant to the terms
of the Credit Agreement.
III. Miscellaneous:
1. This Amendment is limited as specified and shall not
constitute a modification, acceptance or waiver of any other provision of the
Credit Agreement or any other Loan Document.
2. This Amendment may be executed in any number of
counterparts and by the different parties hereto on separate counterparts, each
of which counterparts when executed and delivered shall be an original, but all
of which shall together constitute one and the same instrument. A complete set
of counterparts shall be lodged with Holdings, the Borrower and the
Administrative Agent.
3. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW
OF THE STATE OF NEW YORK.
4. In order to induce the Banks to enter into this Amendment,
Holdings and the Borrower hereby represent and warrant that (i) no Default or
Event of Default exists on the Sixth Amendment Effective Date, after giving
effect to this Amendment, and (ii) on the Sixth Amendment Effective Date, after
giving effect to this Amendment, all representations and warranties contained in
the Credit Agreement and in the other Loan Documents are true and correct in all
material respects.
5. This Amendment shall become effective on the date (the
"Sixth Amendment Effective Date") when (i) Holdings, the Borrower and the
Required Banks shall have signed a counterpart hereof (whether the same or
different counterparts) and shall have delivered (including by way of
telecopier) the same to the Administrative Agent and (ii) the Borrower shall
have paid to the Administrative Agent for the account of each Bank that executes
and delivers a signed counterpart of this Amendment to the Administrative Agent
on or before 5:00 p.m. (New
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York time) on August 10, 2001, an amendment fee equal to 10 basis points on the
amount of each such Bank's Revolving Commitment after giving effect to this
Amendment.
6. From and after the Sixth Amendment Effective Date, all
references in the Credit Agreement and each of the other Loan Documents to the
Credit Agreement shall be deemed to be references to the Credit Agreement after
giving effect to this Amendment.
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IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this Amendment to be duly executed and delivered as of the date
first above written.
AMERICAN LAWYER MEDIA HOLDINGS, INC.
By:
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Name:
Title:
AMERICAN LAWYER MEDIA, INC.
By:
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Name:
Title:
BANK OF AMERICA, N.A., as Administrative Agent
By:
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Name:
Title:
Revolving Commitment: BANK OF AMERICA, N.A., as a Bank
$10,875,000 By:
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Name:
Title:
Revolving Commitment: FLEET NATIONAL BANK, as a Bank
$10,875,000 By:
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Name:
Title:
Revolving Commitment: CREDIT LYONNAIS, NEW YORK BRANCH,
as a Bank
$7,250,000
By:
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Name:
Title:
