EXHIBIT 10.12(b)
FIRST AMENDMENT TO CREDIT AGREEMENT
AMENDMENT dated as of January 30, 1998 among HARCOURT GENERAL, INC. (the
"Borrower") and the BANKS listed on the signature pages hereof (the "Banks").
W I T N E S S E T H
_ _ _ _ _ _ _ _ _ _
WHEREAS, the Borrower, the Banks, THE CHASE MANHATTAN BANK, as
Syndication Agent, XXXXXX GUARANTY TRUST COMPANY OF NEW YORK, as Documentation
Agent, (the "Documentation Agent"), and BANKBOSTON, N.A., as Administrative
Agent, have heretofore entered into a Credit Agreement dated as of July 18,
1998 (The "Agreement"); and
WHEREAS, the parties hereto desire to amend the Agreement as set forth
below.
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Definitions: References. Unless otherwise specifically
defined herein, each term used herein which is defined in the Agreement shall
have the meaning assigned to such term in the Agreement. Each reference to
"hereof", "hereunder", "herein" and "hereby" and each other similar reference
and each reference to "this Agreement" and each other similar reference
contained in the Agreement shall from and after the date hereof refer to the
Agreement as amended hereby.
SECTION 2. Amendment of the Agreement
(a) Section 1.01 of the Agreement is amended by replacing the
definition of "Debt" with the following:
"DEBT' of any Person means, at any date, without duplication, all
obligations of such Person which would, in accordance with generally accepted
accounting principles, be classified as liabilities (excluding (a) deferred
tax liabilities and (b) all liabilities for employee and director benefits and
other non-contractual liabilities and reserves) of such Person, as of such
date, but in any event including (i) all obligations of such Person as lessee
under Capitalized Leases and (ii) all Debt of others secured by a Lien on any
asset of such Person, whether or not such Debt is assumed by such Person and
excluding all Debt of others Guaranteed by such Person, except to the extent
of the same would be reflected as a liability on a balance sheet of such
person prepared in accordance with generally accepted accounting principles as
of such date; provided that Debt shall include Guarantees of bonds, notes or
other similar obligations of a state, city, town or other governmental agency
or entity which obligations are issued in order to finance property used or to
be used by the Borrower or any Subsidiary."
(b) Section 5.09 of the Agreement is amended to read as follows:
"SECTION 5.09. Leverage Ratio. The Leverage Ratio will a no time
exceed 475% through and including January 30, 1999, thereafter will at no time
exceed 400%."
SECTION 3. Government Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
SECTION 4. Counterpart; Effectiveness. This Amendment may be signed in
any number of counterpart, each shall be an original, with the same effect as
if the signatures thereto and herto were upon the same instrument. This
Amendment shall become effective on and as of the date hereof provided that
the Documentation Agent shall have received duly executed counterparts hereof
signed by the Borrower and each of the Required Banks (or, in the case of any
party as to which an executed counerpart shall not have been received, the
Documentation Agent shall have received telegraphic, telex, telecopy or other
written confirmation from such party of execution of a counerpart hereof by
such party).
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
HARCOURT GENERAL, INC. XXXXXX GUARANTY TRUST
COMPANY OF NEW YORK
BY: _________________________ By: ________________________
Title: __________________ Title: _________________
THE CHASE MANHATTAN BANK BANKBOSTON, N.A.
BY: _________________________ By: ________________________
Title: __________________ Title: _________________
BANK OF AMERICA NATIONAL FLEET BANK
TRUST AND SAVINGS ASSOCIATION
BY: _________________________ By: ________________________
Title: __________________ Title: _________________
THE BANK OF NEW YORK CAISSE NATIONALE DE
CREDIT AGRICOLE
BY: _________________________ By: ________________________
Title: __________________ Title: _________________
THE BANK OF NOVA SCOTIA THE DAI-ICHI KANGYO
BANK, LTD.
BY: _________________________ By: ________________________
Title: __________________ Title: _________________
BANK OF TOKYO-MITSUBISHI FIRST UNION NATIONAL BANK
TRUST COMPANY
BY: _________________________ By: ________________________
Title: __________________ Title: _________________
CREDIT LYONNAIS NEW YORK THE FUJI BANK, LTD.
BY: _________________________ By: ________________________
Title: __________________ Title: _________________
MELLON BANK, N.A. THE SAKURA BANK, LTD.
BY: _________________________ By: ________________________
Title: __________________ Title: _________________
ROYAL BANK OF CANADA THE SANWA BANK, LTD.
BY: _________________________ By: ________________________
Title: __________________ Title: _________________
WACHOVIA BANK, N.A.
BY: _________________________
Title: __________________
