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 (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.
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: /s/ Xxxx Xxxxxxx
----------------------------
Name: Xxxx Xxxxxxx
Title: Vice President
AMERICAN LAWYER MEDIA, INC.
By: /s/ Xxxx Xxxxxxx
----------------------------
Name: Xxxx Xxxxxxx
Title: Vice President
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, as
Administrative Agent
By: [Illegible]
----------------------------
Title: Vice President
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, as an
Issuing Bank
By: /s/ Xxxxx-Xxxx Xxxxxxxxx
----------------------------
Name: Xxxxx-Xxxx Xxxxxxxxx
Title: Vice President
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, as a Bank
By: /s/ Xxxxx-Xxxx Xxxxxxxxx
----------------------------
Title: Vice President
BANKBOSTON, N.A., as Bank and as an
Issuing Bank
By: /s/ Xxxxxxxx X. Xxxxx
----------------------------
Name: Xxxxxxxx X. Xxxxx
Title: Director
