EXHIBIT 10.4
FIRST AMENDMENT
FIRST AMENDMENT (this "Amendment"), dated as of April 24,
1998, 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"), BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION, as Issuing Bank, and BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION, as 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 :
WHEREAS, Holdings, the Borrower, the Banks, the Issuing Banks,
the Administrative Agent and the Arrangers are parties to a Credit Agreement,
dated as of March 25, 1998 (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. AMENDMENT:
1. The definition of "Consolidated Total Indebtedness" appearing in
Section 1.01 of the Credit Agreement is hereby amended by deleting the
parenthetical phrase ("excluding the Holdings Senior Discount Notes)" appearing
therein.
II. 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 Credit 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 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. This Amendment shall become effective on the date (the "First
Amendment Effective Date") when Holdings, the Borrower and the Required Banks
shall have signed a counterpart hereof
1
(whether the same or different counterparts) and shall have delivered (including
by way of telecopier) the same to the Administrative Agent.
5. From and after the First Amendment Effective Date, all references in
the Credit Agreement and each of the other Credit Documents to the Credit
Agreement shall be deemed to be references to the Credit Agreement after giving
effect to this Amendment.
AMERICAN LAWYER MEDIA HOLDINGS, INC.
By:
-----------------------------------
Name:
Title
AMERICAN LAWYER MEDIA, INC.
By:
-----------------------------------
Name:
Title
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, AS ADMINISTRATIVE
AGENT
BANK OF AMERICAN NATIONAL TRUST AND
SAVINGS ASSOCIATION, AS AN ISSUING BANK
By:
-----------------------------------
Name:
Title
2
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, AS A BANK
By:
-----------------------------------
Name:
Title:
BANKBOSTON, N.A., AS BANK AND AS AN ISSUING
BANK
By:
-----------------------------------
Name:
Title:
3
SECOND AMENDMENT TO CREDIT AGREEMENT
This AMENDMENT TO CREDIT AGREEMENT is entered into as of the 26th day
of April, 1999 (the "AMENDMENT") by and 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 Amendment (the "REQUIRED BANKS") and BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, a national banking association, as administrative agent
(the "ADMINISTRATIVE AGENT").
RECITALS
A. The Borrower, Holdings, various banks and other financial
institutions or entities (collectively, the "BANKS"), the Administrative Agent,
the Issuing Bank, the Syndication Agent and the Arrangers have previously
entered into that certain Credit Agreement dated as of March 25, 1998 (as
amended from time to time, the "CREDIT AGREEMENT").
B. The Borrower and Holdings have requested that the Required
Banks and the Administrative Agent agree to the amendments as hereinafter
described.
C. The Required Banks and the Administrative Agent (including on
behalf of all other parties to the Credit Agreement not party hereto) hereby
agree to the requested amendments, subject to the terms and conditions set forth
herein.
NOW, THEREFORE, in consideration of the terms and conditions set forth
herein, any extension of credit or other financial accommodation heretofore, now
or hereafter made by any of the Banks or of the Administrative Agent to the
Borrower and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. RECITALS. The foregoing recitals are accurate and are
incorporated herein and made a part hereof.
2. DEFINITIONS. Each initially capitalized term used
herein without definition shall have the meaning ascribed to such term in the
Credit Agreement.
3. AMENDMENTS. It is hereby agreed that the Credit
Agreement shall be amended, effective as of the Effective Date (defined below),
as follows:
(a) SECTION 1.01(DEFINED TERMS): "ADJUSTED CONSOLIDATED EBITDA": The
definition of Adjusted Consolidated EBITDA in Section 1.01 of the
Credit Agreement shall be amended by the deletion of the existing
definition and its replacement by the following:
"ADJUSTED CONSOLIDATED EBITDA" means, for any Measurement Period,
Consolidated EBITDA for such Measurement Period, adjusted by adding
thereto up to the Applicable Amount of Development Costs actually
incurred by Holdings and its Subsidiaries for such Measurement Period,
PROVIDED that such Development Costs shall only be added back to the
extent that same reduced Consolidated Net Income for such Measurement
Period. For these purposes, and in respect of the Measurement Periods
specified, the "Applicable Amount" of Development Costs shall be as
follows:
Period Applicable Amount of
Development Costs
(fiscal quarter ending) ----------------------
-----------------------
March 31, 1999 1,500,000
June 30, 1999 4,100,000
September 30, 1999 6,900,000
December 31, 1999 9,200,000
March 31, 2000 10,000,000
June 30, 2000 9,000,000
September 30, 2000 7,000,000
December 31, 2000 5,500,000
March 31, 2001 and each fiscal 4,000,000
quarter thereafter
(b) SECTION 1.01 (DEFINED TERMS): "CONSOLIDATED EBITDA":
The definition of Consolidated EBITDA in Section 1.01 of the Credit
Agreement shall be amended by the insertion on the 26th line thereof
after the words, "(y) subtracting therefrom any cash expenses, cash
charges or cash payments arising from any non-cash expenses or non-cash
charges that were added back to Consolidated EBITDA pursuant to clause
(x)(i) above in a previous period", and before the semi-colon
immediately thereafter, the following additional words:
"(other than cash expenses arising from the expense accruals that were
added back to Consolidated EBITDA for the Measurement Period ending
December 31, 1998 in respect of the buyout of options of Xxxxxxx Xxxxxx
and Xxxxxx Xxxx in the respective amounts of $539,000 and $204,000,
which amounts are reflected in the
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audited financial statements of Holdings and the Borrower for the
Fiscal Year ended December 31, 1998)"
(c) SECTION 1.01 (DEFINED TERMS): "CONSOLIDATED TOTAL LEVERAGE RATIO" The
definition of "Consolidated Total Leverage Ratio" in Section 1.01 of
the Credit Agreement shall be amended by the deletion of the existing
definition and its replacement by the following:
"CONSOLIDATED TOTAL LEVERAGE RATIO" means, at any time, the
ratio of (i) Consolidated Total Indebtedness at such time to
(ii) (for the purposes of Section 2.09(a) hereof only)
Consolidated EBITDA or (for all other purposes) Adjusted
Consolidated EBITDA, in each case, for the Measurement Period
then most recently ended."
(d) Section 2.01 (Amounts and Terms of Commitment): Section 2.01 shall be
amended by adding "(a)" before the first word of the first line thereof
and adding the following as a second paragraph immediately following
the last line of the first paragraph of Section 2.01:
(b) Notwithstanding anything to the contrary,
contained in Section 2.01(a), the Banks shall not be obligated
to make Revolving Loans the principal amount of which,
together with the aggregate principal amount of all
outstanding Revolving Loans plus the aggregate amount of all
outstanding Letters of Credit Obligations (exclusive of unpaid
drawings under any Letter of Credit which are repaid with the
proceeds of, and simultaneously with the incurrence of, the
respective incurrence of Revolving Loans), exceeds $20,000,000
in the aggregate until the first date on which either (i) the
Administrative Agent is reasonably satisfied that the
Consolidated Leverage Ratio, on a pro forma basis, is less
than 7.00:1.00 or (b) the actual Consolidated Total Leverage
Ratio for the Measurement Period then most recently ended is
less than 7.00:1.00.
(e) SECTION 2.09 (INTEREST) Section 2.09 shall be amended as follows:
(i) in Section 2.09(a)(ii), by deleting the words
"Consolidated Total Leverage Ratio is greater than or
equal to 7.00 to 1.00 ("LEVEL VI")" and substituting
therefor the words:
"Consolidated Total Leverage Ratio is equal
to or less than 7.50 to 1.00 but greater
than or equal to 7.00 to 1.00 ("Level VI")"
(ii) in Section 2.09(a)(ii), by inserting the following
below Level VI:
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APPLICABLE MARGINS
------------------
Consolidated Total Leverage EURODOLLAR RATE BASE RATE
--------------------------- --------------- ---------
Ratio is Greater Than 7.50 to
1.00 ("LEVEL VII") 3.000% 2.000%
(iii) in Section 2.09(a)(iii), by deleting references on
the sixth and eleventh lines to "Level VI" and
replacing such references with "Level VII".
(f) SECTION 8.07 (CONSOLIDATED INTEREST COVERAGE RATIO):
The ratios set forth in Section 8.07 with respect to the periods set
forth below shall be amended by deleting the existing ratio
corresponding to the respective periods set forth below and
substituting therefor the respective ratios specified below for the
same corresponding periods:
FISCAL QUARTER ENDING RATIO
March 31, 1999 1.40:1.00
June 30, 1999 1.40:1.00
September 30, 1999 1.40:1.00
(g) SECTION 8.09 (MAXIMUM TOTAL LEVERAGE RATIO):
Section 8.09 shall be amended by deleting the words "December 31, 1998
through and including December 30, 1999" and the ratio corresponding
thereto and the words "December 31, 1999 through and including December
30, 2000" and the ratio corresponding thereto and substituting therefor
the respective ratios specified below for the corresponding periods
specified below:
PERIOD RATIO
------ -----
December 31, 1998 through and including
March 30, 1999 7.50:1.00
March 31, 1999 through and including June
29, 1999 8.25:1.00
June 30, 1999 through and including
September 29, 1999 8.25:1.00
September 30, 1999 through and including
December 30, 1999 8.00:1.00
December 31, 1999 through and including
March 30, 2000 7.25:1.00
March 31, 2000 through and including
December 30, 2000 6.75:1.00
4. CONDITIONS TO EFFECTIVENESS. Provided that no
unwaived Default or Event of Default shall then exist, this Amendment shall be
deemed to be effective as of March 29, 1999
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(the "EFFECTIVE DATE") upon the Administrative Agent's receipt of each of the
following in form and substance satisfactory to the Administrative Agent:
(a) A duly executed original or facsimile counterpart
of this Amendment executed by the Borrower, Holdings, the
Administrative Agent and the Required Banks;
(b) True, complete and accurate copies, duly
certified by an officer of the Borrower and Holdings,
respectively, of all documents evidencing any necessary
corporate action, resolutions, consents and governmental
approvals, if any, required for the execution, delivery and
performance of this Amendment, and any other document,
instrument or agreement executed or delivered in connection
therewith by the Borrower or Holdings; and
(c) Such other documents, instruments or agreements
as the Administrative Agent may reasonably request.
5. REPRESENTATIONS AND WARRANTIES. In order to induce
the Administrative Agent and the Required Banks to enter into this Amendment,
the Borrower and Holdings hereby represent, warrant and certify to each of the
Administrative Agent and the Banks that, as of the date of this Amendment and as
of the Effective Date and after giving effect to this Amendment and to the
Waiver to Credit Agreement dated March 29, 1999 between the parties hereto in
respect of the Credit Agreement:
(a) no Default or Event of Default exists;
(b) each and every representation and warranty
contained in the Loan Documents is true, correct, complete and
accurate with the same effect as if then made, except to the
extent that such representations and warranties relate solely
to an earlier date (in which case such representations and
warranties shall have been true, correct, complete and
accurate on and as of such earlier date); and
(c) the Borrower and Holdings are in compliance with
all of the covenants contained in the Loan Documents.
6. FULL FORCE AND EFFECT. Except as specifically
modified or amended by the terms of this Amendment, the Loan Documents and all
provisions contained therein are, and shall continue, in full force and effect
and are hereby ratified and confirmed.
7. INDEMNITIES. The Borrower and Holdings shall
indemnify and hold the Required Banks, the Administrative Agent, their assignees
and participants and their respective affiliates, officers, employees,
directors, agents and attorneys (collectively, "INDEMNIFIED PARTIES") harmless
from any and all liabilities, obligations, losses, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind or nature
whatsoever incurred by the Indemnified Parties, or any of them, whether direct,
indirect or consequential, as a result of or arising from or relating to any
proceeding by, or on behalf of, any person including, without limitation,
officers, directors, agents, trustees, creditors, partners or shareholders of
the Borrower and Holdings, whether threatened or initiated, asserting any claim
for legal or equitable remedy
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under any statute, regulation or common law principle arising from or in
connection with the negotiation, preparation, execution, delivery, performance,
administration and enforcement of this Amendment or any other document executed
in connection herewith, provided that the Borrower and Holdings shall have no
obligation hereunder with respect to indemnified liabilities arising from the
gross negligence or willful misconduct of any of the Indemnified Parties seeking
such indemnification. The foregoing indemnity shall survive the payment in full
of the Obligations, and shall not in any way limit or modify the provisions of
Section 12.05 of the Credit Agreement.
8. COUNTERPARTS. This Amendment may be executed in any
number of separate counterparts, each of which shall be deemed to be an original
and all of which together shall be deemed to be one and the same instrument.
9. MISCELLANEOUS. This Amendment shall be binding upon
all the parties to the Credit Agreement and their respective successors and
assigns, and shall inure to the benefit of, and be enforceable by, the
Administrative Agent and the Banks and their respective successors and assigns
and shall be governed by, and construed and enforced in accordance with, the
internal laws in effect in the State of New York.
[INDIVIDUAL SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, the parties hereto have caused this Waiver and Consent to be
duly executed and delivered by their proper and duly authorized officers as of
the day and year first above written.
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as Administrative Agent
By:
-----------------------------------------
Name:
Title:
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as a Bank
By:
-----------------------------------------
Name:
Title:
AMERICAN LAWYER MEDIA HOLDINGS, INC.
By:
-----------------------------------------
Name:
Title:
AMERICAN LAWYER MEDIA, INC.
By:
-----------------------------------------
Name:
Title:
BANKBOSTON, N.A., as a Bank
By:
-----------------------------------------
Name:
Title:
CREDIT LYONNAIS, as a Bank
By:
-----------------------------------------
Name:
Title:
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WAIVER AND CONSENT
AND THIRD AMENDMENT
TO CREDIT AGREEMENT
This WAIVER AND CONSENT AND THIRD AMENDMENT TO CREDIT
AGREEMENT is entered into as of the 20th day of July, 1999 (this "WAIVER AND
CONSENT") by and among AMERICAN LAWYER MEDIA HOLDINGS, INC., a Delaware
corporation ("HOLDINGS"), AMERICAN LAWYER MEDIA, INC., a Delaware corporation
(the "BORROWER"), the several lenders party hereto (the "REQUIRED BANKS") and
BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, a national banking
association, as administrative agent (the "ADMINISTRATIVE AGENT").
RECITALS
A. The Borrower, Holdings, various banks and other financial
institutions or entities (collectively, the "BANKS"), the Administrative Agent,
the Issuing Bank, the Syndication Agent and the Arrangers have previously
entered into that certain Credit Agreement, dated as of March 25, 1998, as
amended by the Amendment to Credit Agreement, dated as of April 24, 1998 (the
"FIRST AMENDMENT"), among Holdings, the Borrower, the Required Banks (as defined
therein) and the Administrative Agent, and as amended by the Second Amendment to
Credit Agreement, dated as of April 26, 1999 (the "SECOND AMENDMENT"), among
Holdings, the Borrower, the Required Banks (as defined therein) and the
Administrative Agent (such Credit Agreement, as amended by the First Amendment
and the Second Amendment, collectively, the "CREDIT AGREEMENT").
B. The Borrower and Holdings have requested that the Required Banks and
the Administrative Agent grant certain waivers and consents as hereinafter
described.
C. The Required Banks and the Administrative Agent are willing to grant
the requested waivers and consents, subject to the terms and conditions set
forth herein.
D. The Borrower, Holdings, the Required Banks and the Administrative
Agent desire also to amend the Credit Agreement as set forth herein.
NOW, THEREFORE, in consideration of the terms and conditions set forth
herein, any extension of credit or other financial accommodation heretofore, now
or hereafter made by any of the Banks or of the Administrative Agent to the
Borrower and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. RECITALS. The foregoing recitals are accurate and are
incorporated herein and made a part hereof.
2. DEFINITIONS AND REFERENCES. Each initially capitalized term
used herein without definition shall have the meaning ascribed to such term in
the Credit Agreement. Unless otherwise specified, references to an article, a
section, a subsection, a schedule or an exhibit are to the Credit Agreement.
3. WAIVERS AND CONSENTS.
(a) On December 31, 1998, the Borrower created Professional On
Line, Inc., a Delaware corporation ("POL"), as a Subsidiary and POL issued 100
shares of common stock, par value $.01 per share, to the Borrower. Additionally,
on the same date, Counsel Connect, LLC and Law Journal Extra, Inc. merged with
and into POL, with POL being the surviving corporation in both instances. The
Administrative Agent and the Banks hereby consent to such transactions and,
subject to paragraph 3(d) below, waive any Defaults or Events of Default under
the Credit Agreement and defaults under the other Loan Documents attributable to
such transactions including, without limitation, under Credit Agreement Sections
8.02 (Consolidation, Merger, Purchase or Sale of Assets, etc.), 8.06
(Transactions with Affiliates), 8.12 (Limitation on Issuance of Capital Stock),
8.14 (Limitation on Creation of Subsidiaries), 9.01(b), (c), and (d) (Events of
Default), 7.03(a) (Notices), 6.06 (No Default), 6.15 (Subsidiaries) and 6.17
(Accuracy of Information) and Pledge Agreement Sections 3.2 (Subsequently
Acquired Securities and/or Partnership Interests) and 5 (Voting, Etc., While No
Event of Default), that may be deemed to relate to or arise from the above
described transactions.
(b) On or about July 20, 1999:
(i) NLP IP Company and The New York Law Publishing
Company intend to dividend the assets constituting the Internet and other
electronic commerce business thereof (the "INTERNET ASSETS") and intend to
transfer liabilities relating to the Internet Assets (the "INTERNET
LIABILITIES"), in each case listed respectively, on SCHEDULE 1 hereto and
SCHEDULE 2 hereto, to National Law Publishing Company, Inc. ("NLPC");
(ii) NLPC intends to dividend the Internet Assets
together with the assets constituting the Internet and other electronic commerce
business of NLPC and intends to transfer the Internet Liabilities together with
liabilities relating to the Internet and other electronic business of NLPC, in
each case listed on SCHEDULE 3 hereto, to the Borrower;
(iii) the Borrower intends to contribute to POL the
assets and intends to transfer the liabilities, in each case, described in
clauses (i) and (ii) above;
(iv) POL intends to recapitalize with the result that
100 shares of preferred stock, par value $.01 per share, of POL and 600 shares
of common stock, par value $.01 per share, of POL will, in each case, be
delivered to and owned by the Borrower; and
(v) the Borrower intends (x) to sell to the existing
stockholders of Holdings and to ALM Management Investors, L.L.C. ("ALM
MANAGEMENT") or to an entity owned by them, all of the common stock, par value
$.01 per share, of POL in consideration of $1,000,000 in cash and (y) to pledge
to the Collateral Agent, for the benefit of the Secured Creditors, pursuant to
the Pledge Agreement Section 3.2, all of the preferred stock, par value $.01 per
share, of POL.
The parties understand and agree that the Borrower may supplement or amend the
Schedules attached hereto with the prior written consent of the Administrative
Agent, which consent shall not be unreasonably delayed or withheld.
The Administrative Agent and the Banks hereby consent to such transactions and,
subject to paragraph 3(d) below, waive any Defaults or Events of Default under
the Credit Agreement and defaults under the other Loan Documents attributable to
such transactions including without limitation, Credit Agreement Sections 8.02
(Consolidation, Merger, Purchase or Sale of Assets,
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etc.), 8.03 (Dividends), 8.05 (Advances, Investments and Loans), 8.06
(Transactions with Affiliates), 8.12 (Limitation on Issuance of Capital Stock),
8.14 (Limitation on Creation of Subsidiaries), 9.01(b), (c), and (d) (Events of
Default), 7.03(a) (Notices), 6.06 (No Default), 6.15 (Subsidiaries) and 6.17
(Accuracy of Information), Pledge Agreement Section 6 (Dividends and Other
Distributions) and Security Agreement Sections 4.2 (Trademark: Licenses and
Assignments) and 5.2 (Patent or Copyright: Licenses and Assignments), that may
be deemed to relate to or arise from the above described transactions.
(c) Additionally, the Administrative Agent and the Banks
hereby agree that the proposed contribution of assets by the Borrower to POL
(described in clause (iii) of paragraph 3(b) above) will be excluded from any
determination of compliance by the Borrower with the investment limitations set
forth in Credit Agreement Section 8.05(xii) and (xiii).
(d) This Waiver and Consent is specifically limited in time
and scope to the occurrences described herein and the consequences of such
occurrences and shall not be deemed to extend or apply to any other event or
occurrence in existence as of the date hereof or arising hereafter. In addition,
this Waiver and Consent shall not be deemed to constitute a custom or a practice
on the part of any or all of the Banks or the Administrative Agent.
4. AMENDMENT.
(a) ADJUSTED CONSOLIDATED EBITDA The definition of "Adjusted
Consolidated EBITDA" in Section 1.01 of the Credit Agreement shall be amended by
the deletion of the existing definition and its replacement by the following:
"ADJUSTED CONSOLIDATED EBITDA" means, for any Measurement
Period, Consolidated EBITDA for such Measurement Period,
adjusted by adding thereto up to the Applicable Amount of
Development Costs actually incurred by Holdings and its
Subsidiaries for such Measurement Period in connection with a
Specified Project (defined below); PROVIDED that such
Development Costs shall only be added back to the extent that
the same reduced Consolidated Net Income for such Measurement
Period. For these purposes, and in respect of the Measurement
Periods specified, the "Applicable Amount" of Development
Costs shall be as follows:
PERIOD APPLICABLE AMOUNT OF
------ DEVELOPMENT COSTS
--------------------
(FISCAL QUARTER ENDING)
-----------------------
March 31, 1999 1,500,000
June 30, 1999 4,100,000
September 30, 1999 6,700,000
December 31, 1999 8,700,000
March 31, 2000 9,500,000
June 30, 2000 8,600,000
September 30, 2000 6,700,000
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Period
------ Applicable Amount of
Development Costs
--------------------
December 31, 2000 5,500,000
March 31, 2001 and each fiscal 4,000,000
quarter thereafter
For purposes of this definition, "Specified Project" means the
development of: (i) the publication to be entitled the "Daily
Deal", (ii) the Law News Network and (iii) the Borrower's new
high-end news letter initiative.
(b) Article VIII of the Credit Agreement is hereto amended to
add the following new Section 8.15:
"8.15 APPROVAL FOR CERTAIN TRANSACTIONS. Notwithstanding anything in
Section 8.06 to the contrary. Holdings and its subsidiaries shall obtain
the prior written consent of the Administrative Agent, which consent
shall not be unreasonably delayed or withheld, prior to executing any
agreement relating to the categories listed on SCHEDULE 4 hereto with
Xxx.Xxx Acquisition Corp., a Delaware corporation, or its Subsidiaries;
PROVIDED, HOWEVER, that any non-material amendment, supplement or
modification to any such agreement shall not require such consent."
(c) Section 8.14 of the Credit Agreement is hereby amended (i)
to insert on the fifth line of such section (directly following the phrase "so
long as") the following: ", within 30 days of such establishment, creation or
acquisition, as the case may be," and (ii) to insert on the twelfth line of such
section (directly following the phrase "cause to be executed and delivered,")
the following: ", within 30 days of establishment, creation or acquisition, as
the case may be,".
(d) Article XII of the Credit Agreement is hereby amended to
add the following new Section 12.18:
"12.18 PROFESSIONAL ON LINE, INC. Notwithstanding any other provision of
this Agreement or any other Loan Document, upon consummation of the sale
contemplated by paragraph 3(b)(v) hereof (a) Professional On Line, Inc.,
a Delaware corporation ("POL"), and any Subsidiaries of POL from time to
time in existence, shall be excluded and released from all
representations, warranties, covenants and other obligations under the
Loan Documents applicable to Subsidiaries of the Borrower, (b) POL and
its Subsidiaries shall not be obligated to become parties to the Pledge
Agreement, the Subsidiary Guaranty, the Security Agreement, any Guarantor
Supplement or any other Loan Document but (c) the Borrower shall be
required to pledge the preferred stock of POL to the Collateral Agent
pursuant to the Pledge Agreement."
(e) Section 3.2 of the Pledge Agreement is hereby amended to
insert on the fourth line of such section (immediately following the phrase
"promptly thereafter") the following: ", and in any event within 30 days,".
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(f) Section 3.3 of the Pledge Agreement is hereby amended to
insert on the fourth line of such section (immediately following the phrase
"shall promptly") the following: ", and in any event within 30 days,".
5. CONDITIONS TO EFFECTIVENESS. Provided that no unwaived Default or
Event of Default shall then exist other than any Default or Event of Default
relating to or arising from any of the transactions described in paragraph 3
hereof, this Waiver and Consent shall be deemed to be effective as of July 20,
1999 (the "EFFECTIVE DATE"), provided the Administrative Agent shall have
received on or before July 20, 1999 each of the following in form and substance
satisfactory to the Administrative Agent:
(a) A duly executed original or facsimile counterpart of this
Waiver and Consent executed by the Borrower, Holdings, the Administrative Agent
and the Banks;
(b) True, complete and accurate copies, duly certified by an
officer of the Borrower and Holdings, respectively, of all documents evidencing
any necessary corporate action, resolutions, consents and governmental
approvals, if any, required for the execution, delivery and performance of this
Waiver and Consent, and any other document, instrument or agreement executed or
delivered in connection therewith by the Borrower or Holdings;
(c) Such other documents, instruments or agreements as the
Administrative Agent may reasonably request.
6. REPRESENTATIONS AND WARRANTIES. In order to induce the Administrative
Agent and the Required Banks to enter into this Waiver and Consent, the Borrower
and Holdings hereby represent, warrant and certify to each of the Administrative
Agent and the Banks that, except as described in paragraph 3 above, as of the
date of this Waiver and Consent and as of the Effective Date and after giving
effect to this Waiver and Consent:
(a) no Default or Event of Default exists before and after
giving effect to the waivers and consents contained herein;
(b) each and every representation and warranty contained in
the Loan Documents is true, correct, complete and accurate with the same effect
as if then made, except to the extent that such representations and warranties
relate solely to an earlier date (in which case such representations and
warranties shall have been true, correct, complete and accurate on and as of
such earlier date); and
(c) the Borrower and Holdings are in compliance with all of
the covenants contained in the Loan Documents.
7. FULL FORCE AND EFFECT. Except as specifically modified or amended by
the terms of this Waiver and Consent, the other Loan Documents and all
provisions contained therein are, and shall continue, in full force and effect
and are hereby ratified and confirmed.
8. INDEMNITIES. The Borrower and Holdings shall, jointly and severally,
indemnify and hold the Banks, the Administrative Agent, their assignees and
participants and their respective affiliates, officers, employees, directors,
agents and attorneys (collectively, "INDEMNIFIED PARTIES") harmless from any and
all liabilities, obligations, losses, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind or nature whatsoever incurred by
the Indemnified Parties, or any of them, whether direct, indirect or
consequential, as a result of or arising from or relating to any proceeding by,
or on behalf of any Person including, without limitation, officers, directors,
agents, trustees, creditors, partners or shareholders of the
-5-
Borrower and Holdings, whether threatened or initiated, asserting any claim for
legal or equitable remedy under any statute, regulation or common law principle
arising from or in connection with the negotiation, preparation, execution,
delivery, performance, administration and enforcement of this Waiver and Consent
or any other document executed in connection herewith, provided that the
Borrower and Holdings shall have no obligation hereunder with respect to
indemnified liabilities arising from the gross negligence or willful misconduct
of any of the Indemnified Parties seeking such indemnification. The foregoing
indemnity shall survive the payment in full of the Obligations and the
termination of this Waiver and Consent, and shall not in any way limit or modify
the provisions of Section 12.05 of the Credit Agreement.
9. COUNTERPARTS. This Waiver and Consent may be executed in any number of
separate counterparts, each of which shall be deemed to be an original and all
of which together shall be deemed to be one and the same instrument.
10. MISCELLANEOUS. This Waiver and Consent shall be binding upon the
Borrower, Holdings and their successors and assigns, and shall inure to the
benefit of, and be enforceable by, the Administrative Agent and the Banks and
their respective successors and assigns and shall be governed by, and construed
and enforced in accordance with, the internal laws in effect in the State of New
York without giving effect to principles of choice of law.
[INDIVIDUAL SIGNATURE PAGES FOLLOW]
-6-
IN WITNESS WHEREOF, the parties hereto have caused this Waiver and Consent to be
duly executed and delivered by their proper and duly authorized officers as of
the day and year first above written.
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as Administrative Agent
By:
-----------------------------------------
Name:
Title:
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as a Bank
By:
-----------------------------------------
Name:
Title:
AMERICAN LAWYER MEDIA HOLDINGS, INC.
By:
-----------------------------------------
Name:
Title:
AMERICAN LAWYER MEDIA, INC.
By:
-----------------------------------------
Name:
Title:
BANKBOSTON, N.A., as a Bank
By:
-----------------------------------------
Name:
Title:
CREDIT LYONNAIS, as a Bank
By:
-----------------------------------------
Name:
Title:
-7-
SCHEDULE 1
NLP IP COMPANY INTERNET ASSETS AND LIABILITIES
- National and regional web sites
- Law journal information systems (excluding the court calendar and other
databases)
- Uniform resource locators relating to national and regional web sites
and law journal information systems (excluding the court calendar and
other databases)
- Accounts receivable
- Trade payables
- Employee accruals and related liabilities
SCHEDULE 2
THE NEW YORK LAW PUBLISHING COMPANY INTERNET ASSETS AND LIABILITIES
- National and regional web sites
- Law journal information systems (excluding the court calendar and other
databases)
- Uniform resource locators relating to national and regional web sites
and law journal information systems (excluding the court calendar and
other databases)
- Accounts receivable
- Trade payables
- Employee accruals and related liabilities
SCHEDULE 3
NATIONAL LAW PUBLISHING COMPANY INTERNET ASSETS AND LIABILITIES
- National and regional web sites
- Law journal information systems (excluding the court calendar and other
databases)
- Uniform resource locators relating to national and regional web sites
and law journal information systems (excluding the court calendar and
other databases)
- Accounts receivable
- Trade payables
- Employee accruals and related liabilities
SCHEDULE 4
1. License agreements relating to the MA3000 database
2. Content license agreements
3. Advertising agreements
4. Classified advertising revenue sharing agreements
5. Administrative services agreements
CONSENT AND
FOURTH AMENDMENT
TO CREDIT AGREEMENT
This CONSENT AND FOURTH AMENDMENT TO CREDIT AGREEMENT is entered into
as of the __th day of March, 2000 (the "CONSENT AND FOURTH AMENDMENT") by and
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 Consent and Fourth Amendment (the
"REQUIRED BANKS") and BANK OF AMERICA, N.A. (as successor in interest to BANK OF
AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION), a national banking association,
as administrative agent (the "ADMINISTRATIVE AGENT").
RECITALS
A. The Borrower, Holdings, various banks and other financial
institutions or entities (collectively, the "BANKS"), the Administrative Agent,
the Issuing Bank, the Syndication Agent and the Arrangers previously entered
into that certain Credit Agreement dated as of March 25, 1998, as amended by the
Amendment to Credit Agreement, dated as of April 24, 1998 (the "FIRST
AMENDMENT"), among Holdings, the Borrower, the Required Banks (as defined
therein) and the Administrative Agent, as further amended by the Second
Amendment to Credit Agreement, dated as of April 26, 1999 (the "SECOND
AMENDMENT"), among Holdings, the Borrower, the Required Banks (as defined
therein) and the Administrative Agent, as further amended by the Waiver and
Consent and Third Amendment to Credit Agreement, dated as of July 20, 1999 (the
"WAIVER AND CONSENT AND THIRD AMENDMENT"), among Holdings, the Borrower, the
Required Banks (as defined therein) and the Administrative Agent, and as further
modified by the Waiver to Credit Agreement dated as of November 12, 1999 (the
"WAIVER") among Holdings, the Borrower, the Required Banks and the
Administrative Agent (such Credit Agreement, as amended by the First Amendment,
the Second Amendment, the Waiver and Consent and Third Amendment, and the
Waiver, collectively, the "CREDIT AGREEMENT").
B. The Borrower and Holdings have requested that the Required Banks and
the Administrative Agent grant certain consents as hereinafter described.
C. The Required Banks and the Administrative Agent are willing to grant
the requested consents, subject to the terms and conditions set forth herein.
D. The Borrower, Holdings, the Required Banks and the Administrative
Agent desire also to amend the Credit Agreement as set forth herein.
NOW, THEREFORE, in consideration of the terms and conditions set forth
herein, any extension of credit or other financial accommodation heretofore, now
or hereafter made by any of the Banks or the Administrative Agent to the
Borrower and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. RECITALS. The foregoing recitals are accurate and are
incorporated herein and made a part hereof.
2. DEFINITIONS AND REFERENCES. Each initially capitalized term
used herein without definition shall have the meaning ascribed to such term in
the Credit Agreement. Unless otherwise specified, references to an article, a
section, a subsection, a schedule or an exhibit are to the Credit Agreement.
3. CONSENTS.
(a) The Borrower intends to sell substantially
all of the assets and liabilities of the business of the Borrower and its direct
and indirect Subsidiaries engaged in the publication of "The Daily Deal" and
"Corporate Control Alert" in printed and electronic form to a limited liability
company (the "LLC") to be organized and owned (directly or indirectly) by all or
substantially all of the stockholders of Holdings, in return for cash
consideration and a membership interest issued by the LLC (the "MEMBERSHIP
INTEREST"). Upon the issue to it of certificates representing the Membership
Interest, the Borrower will pledge to the Collateral Agent, for the benefit of
the Secured Creditors, pursuant to Section 3.2 of the Pledge Agreement, all of
such certificates. In connection with the Transaction (as defined below),
certain assets of the business mentioned above will, prior to the sale thereof,
be dividended by one or more Subsidiaries of the Borrower to the Borrower. The
transactions referred to in this paragraph 3(a) shall be referred to in the
aggregate as the "TRANSACTION".
(b) Notwithstanding anything to the contrary in
the Loan Documents, the Administrative Agent and the Banks hereby consent to the
Transaction so long as (i) the aggregate consideration received by the Borrower
in connection therewith is at least $9,700,000, (ii) at least 75% of such
consideration consists of cash, with the balance consisting of the Membership
Interest, and (iii) all such consideration is received at the time of the
consummation of the Transaction. Upon the consummation of the Transaction, the
Administrative Agent (including in its capacity as Collateral Agent) and the
Banks hereby agree that the assets so sold shall be sold free and clear of the
Liens created by the respective Collateral Documents.
(c) The Administrative Agent and the Banks
hereby agree that the Transaction and any disposal of the Membership Internet
(which is otehrwise in accordance with the terms of the Credit Agreement) will
be excluded from any determination of compliance by the Borrower with the asset
sale limitations set forth in Credit Agreement Section 8.02(iv)and the
investment limitations set forth in Credit AGreement Section 8.05(xiii).
-2-
(d) The Administrative Agent and the Banks
further agree that, notwithstanding anything to the contrary contained in
Section 2.05(f) of the Credit Agreement, the Net Sale Proceeds from (i) the
Transaction and/or (ii) any disposal of the Membership Interest (which is
otherwise in accordance with the terms of the Credit Agreement), may be
reinvested in a Person, business, assets or property which in the good faith
reasonable judgment of the Board of Directors of the Borrower will constitute or
be a part of a Related Business (as defined in the Borrower Senior Note
Indenture) within 265 days following the date of the Transaction or, as the case
may be, such disposal, so long as such reinvestment is otherwise permitted under
the Credit Agreement; PROVIDED, HOWEVER, that if all or any portion of such Net
Sale Proceeds are not so reinvested within such 265 day period (or such earlier
date, if any, on which the Board of Directors of the Borrower determines not to
so reinvest such Net Sale Proceeds), the Aggregate Revolving Commitment shall be
permanently reduced on the last day of such period (or such earlier date, as the
case may be) by an amount equal to such remaining portion.
(e) Finally, the Administrative Agent and the
Banks agree that, for the purposes of Section 2.05(h) of the Credit Agreement,
any gain on the proceeds of (i) the Transaction, and (ii) any disposal of the
Membership Interest (which is otherwise in accordance with the terms of the
Credit Agreement), received by the Borrower shall be deemed to be excluded from
the Excess Cash Flow calculation in respect of the Excess Cash Payment Period
during which such proceeds are received by the Borrower (by excluding an amount
equal to such gain from Adjusted Consolidated Net Income for such period).
(f) The consents described in this Section 3 are
specifically limited in scope to the Transaction and other circumstances
described herein and shall not be deemed to extend or apply to any other event
or circumstance in existence as of the date hereof or arising hereafter. In
addition, the consents described in this Section 3 shall not be deemed to
constitute a custom or a practice on the part of any or all of the Banks or the
Administrative Agent.
4. AMENDMENT. It is hereby agreed that the Credit Agreement
shall be amended, effective as of the Effective Date (defined below), as
follows:
(a) SECTION 1.01 (DEFINED TERMS): "ADJUSTED CONSOLIDATED EBITDA":
The definition of "Adjusted Consolidated EBITDA" in Section 1.01 of the
Credit Agreement shall be amended by the deletion of the existing
definition and its replacement by the following:
"ADJUSTED CONSOLIDATED EBITDA" means, for any Measurement Period,
Consolidated EBITDA for such Measurement Period, adjusted by adding
thereto up to the Applicable Amount of Development Costs actually
incurred by Holdings and its Subsidiaries for such Measurement Period
in connection with a Specified Project (defined below); PROVIDED that
such Development Costs shall only be added back to the extent that the
same reduced Consolidated Net Income for such Measurement Period. For
these purposes, and in respect of the Measurement Periods specified
below, the "Applicable Amount" of Development Costs shall be as
follows:
-3-
------------------------------------------- -------------------------------------
MEASUREMENT PERIOD Applicable Amount of
(FISCAL QUARTER ENDING) DEVELOPMENT COSTS
------------------------------------------- ------------------------------------
March 31, 1999 1,500,000
------------------------------------------- -------------------------------------
June 30, 1999 4,100,000
------------------------------------------- -------------------------------------
September 30, 1999 7,300,000
------------------------------------------- -------------------------------------
December 31, 1999 11,850,000
------------------------------------------- ------------------------------------
March 31, 2000 12,300,000
------------------------------------------- ------------------------------------
June 30, 2000 11,400,000
------------------------------------------- -------------------------------------
September 30, 2000 7,800,000
------------------------------------------- -------------------------------------
December 31, 2000 4,000,000
------------------------------------------- -------------------------------------
March 31, 2001 and each fiscal quarter 4,000,000
thereafter
------------------------------------------- -------------------------------------
Provided that the Applicable Amount of Development Costs for all
Measurement Periods from (and including) the fiscal quarter ending March
31, 2000 to (and including) the fiscal quarter in which substantially all
of the assets and liabilities comprising "The Daily Deal" publication are
sold by the Borrower shall be increased by the amount of Development
Costs actually incurred by Holdings and its Subsidiaries for such
Measurement Periods in connection with the Specified Project stated under
clause (i) of the definition thereof below but only to the extent that
such Development Costs do not exceed, in aggregate, the cash
consideration received by the Borrower in respect of such sale.
For purposes of this definition, "Specified Project" means the
development of: (i) the business comprising "The Daily Deal" publication,
(ii) the business of Professional On Line, Inc., (iii) the Borrower's
high-end newsletter initiative, (iv) the Borrower's "Directory
Publishing" division, and (v) an international network of offices of the
Borrower as part of the "International Expansion" initiative."
(b) SECTION 2.01 (AMOUNTS AND TERMS OF COMMITMENT):
Section 2.01(b) of the Credit Agreement shall be amended by replacing the
amount "$20,000,000" where it appears in such Section with the amount
"$22,500,000".
(c) SECTION 8.06 (TRANSACTIONS WITH AFFILIATES):
Section 8.06 of the Credit Agreement shall be amended by the addition of
a new Section 8.06(vi) as follows:
-4-
"(vi) any agreement between the LLC (or its successors) and the Borrower
or any of its Subsidiaries with respect to the business comprising "The
Daily Deal" and "Corporate Control Alert" publications so long as such
agreement is otherwise on an arms' length basis."
(d) SECTION 8.07 (CONSOLIDATED INTEREST COVERAGE RATIO):
The ratios set forth in Section 8.07 of the Credit Agreement with respect
to the periods set forth below shall be amended by deleting the existing
ratio corresponding to the respective periods set forth below and
substituting therefor the respective ratios specified below for the same
corresponding periods:
FISCAL QUARTER ENDING RATIO
December 31, 1999 1.50:1.00
March 31, 2000 1.50:1.00
June 30, 2000 1.60:1.00
September 30, 2000 1.60:1.00
December 31, 2000 1.90:1.00
(e) SECTION 8.08 (CONSOLIDATED FIXED CHARGE COVERAGE RATIO):
The ratio set forth in Section 8.08 of the Credit Agreement with respect
to the period set forth below shall be amended by deleting the existing
ratio corresponding to the period set forth below and substituting
therefor the ratio specified below for the same corresponding period:
FISCAL QUARTER ENDING RATIO
December 31, 1999 0.95:1.00
(f) SECTION 8.09 (MAXIMUM TOTAL LEVERAGE RATIO):
Section 8.09 of the Credit Agreement shall be amended by deleting the
existing table of periods and corresponding ratios and substituting
therefor the following:
PERIOD RATIO
------ -----
June 30, 1998 through and including
December 30, 1998 7.75:1.00
December 31, 1998 through and including
March 30, 1999 7.50:1.00
March 31, 1999 through and including June
29, 1999 8.25:1.00
June 30, 1999 through and including
September 29, 1999 8.25:1.00
September 30, 1999 through and including
-5-
December 30, 1999 8.00:1.00
December 31, 1999 through and including
March 30, 2000 8.25:1.00
March 31, 2000 through and including
June 29, 2000 8.25:1.00
June 30, 2000 through and including
September 29, 2000 7.75:1.00
September 30, 2000 through and including
December 30, 2000 7.75:1.00
December 31, 2000 through and including
December 30, 2001 6.75:1.00
Thereafter 6.00:1.00
5. FEES. In consideration for the consents and amendments
herein contained, the Borrower and Holdings agree that a fee of $100,000 shall
be payable by the Borrower to the Administrative Agent (for the PRO RATA
distribution to the Banks), $50,000 of which shall be payable on or prior to the
Effective Date and the remaining $50,000 of which shall be payable upon (and
only upon) the date referred to in Section 2.01(b) of the Credit Agreement (as
amended hereby) on which the cap of $22,500,000 referred to therein is no longer
applicable in accordance therewith or, if earlier, the date on which such cap is
raised by agreement of the Required Banks.
6. CONDITIONS TO EFFECTIVENESS. Provided that no unwaived
Default or Event of Default shall then exist, this Consent and Fourth Amendment
shall be deemed to be effective upon (I) consummation of the initial capital
contribution to the LLC and (II) the Administrative Agent's receipt of:
(a) one or more duly executed original or facsimile
counterparts of this Consent and Fourth Amendment executed by the Borrower,
Holdings, the Administrative Agent and the Required Banks;
(b) the initial $50,000 fee referred to in Section 5
hereof;
(c) the Borrower's written confirmation of the consummation
of the Transaction, the material terms and conditions of which shall have been
approved in writing by the Administrative Agent (although this clause (c) shall
be the last event to occur under this Section 6);
(d) true, complete and accurate copies, duly certified by
an officer of the Borrower and Holdings, respectively, of all documents
evidencing any necessary corporate action, resolutions, consents and
governmental approvals, if any, required for the execution, delivery and
performance of this Consent and Fourth Amendment, and any other document,
instrument or agreement executed or delivered in connection therewith by the
Borrower or Holdings; and
-6-
(e) such other documents, instruments or agreements as the
Administrative Agent may reasonably request.
The date on which all such conditions are satisfied being the
"EFFECTIVE DATE".
7. REPRESENTATIONS AND WARRANTIES. In order to induce the
Administrative Agent and the Required Banks to enter into this Consent and
Fourth Amendment, the Borrower and Holdings hereby represent, warrant and
certify to each of the Administrative Agent and the Banks that, as of the date
of this Consent and Fourth Amendment and as of the Effective Date and after
giving effect to this Consent and Fourth Amendment:
(a) no Default or Event of Default exists;
(b) each and every representation and warranty contained in
the Loan Documents is true, correct, complete and accurate with the same effect
as if then made, except to the extent that such representations and warranties
relate solely to an earlier date (in which case such representations and
warranties shall have been true, correct, complete and accurate on and as of
such earlier date); and
(c) the Borrower and Holdings are in compliance with all of
the covenants contained in the Loan Documents.
8. FULL FORCE AND EFFECT. Except as specifically modified or
amended by the terms of this Consent and Fourth Amendment, the Loan Documents
and all provisions contained therein are, and shall continue, in full force and
effect and are hereby ratified and confirmed.
9. INDEMNITIES. The Borrower and Holdings shall, jointly and
severally, indemnify and hold the Banks, the Administrative Agent, their
assignees and participants and their respective affiliates, officers, employees,
directors, agents and attorneys (collectively, "INDEMNIFIED PARTIES") harmless
from any and all liabilities, obligations, losses, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind or nature
whatsoever incurred by the Indemnified Parties, or any of them, whether direct,
indirect or consequential, as a result of or arising from or relating to any
proceeding by, or on behalf of, any Person including, without limitation,
officers, directors, agents, trustees, creditors, partners, shareholders or
affiliates of the Borrower, Holdings and their respective Subsidiaries, whether
threatened or initiated, asserting any claim for legal or equitable remedy under
any statute, regulation or common law principle arising from or in connection
with the negotiation, preparation, execution, delivery, performance,
administration and enforcement of this Consent and Fourth Amendment or any other
document executed in connection herewith, provided that the Borrower and
Holdings shall have no obligation hereunder with respect to indemnified
liabilities arising from the gross negligence or willful misconduct of any of
the Indemnified Parties seeking such indemnification. The foregoing indemnity
shall survive the payment in full of the Obligations and the termination of this
Consent and Fourth Amendment, and shall not in any way limit or modify the
provisions of Section 12.05 of the Credit Agreement.
10. COUNTERPARTS. This Consent and Fourth Amendment may be
executed in any number of separate counterparts, each of which shall be deemed
to be an original and all of which together shall be deemed to be one and the
same instrument.
-7-
11. MISCELLANEOUS. This Consent and Fourth Amendment shall be
binding upon all the parties to the Credit Agreement and their respective
successors and assigns, and shall inure to the benefit of, and be enforceable
by, the Administrative Agent and the Banks and their respective successors and
assigns and shall be governed by, and construed and enforced in accordance with,
the internal laws in effect in the State of New York without giving effect to
principles of choice of law.
[INDIVIDUAL SIGNATURE PAGES FOLLOW]
-8-
IN WITNESS WHEREOF, the parties hereto have caused this
Consent and Fourth Amendment to be duly executed and delivered by their proper
and duly authorized officers as of the day and year first above written.
BANK OF AMERICA, N.A. (as successor in interest to
BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION), as Administrative Agent
By:
----------------------------------------------
Name:
Title:
BANK OF AMERICA, N.A. (as successor in interest to
BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION), as a Bank
By:
------------------------------------------------
Name:
Title:
BANKBOSTON, N.A., as a Bank
By:
----------------------------------------------
Name:
Title:
CREDIT LYONNAIS, as a Bank
By:
-----------------------------------------------
Name:
Title:
AMERICAN LAWYER MEDIA HOLDINGS, INC.
By:
------------------------------------------------
Name:
Title:
AMERICAN LAWYER MEDIA, INC.
By:
------------------------------------------------
Name:
Title:
