EXHIBIT 10.4(vii)
WAIVER
WAIVER (this "Waiver"), dated as of September 28, 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 :
- - - - - - - - - -
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, but only during the Waiver Period
(as defined below), any Default or Event of Default that has arisen (or may
hereafter arise) 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 Periods ending on September 30, 2001 and December 31,
2001; provided, however, the waiver set forth in this Section 1 shall cease on
February 15, 2002 (and with the period from September 30, 2001 through and
including February 14, 2002 being referred to herein as the "Waiver Period") at
which time such Defaults and/or Events of Default shall be reinstated
automatically.
2. The Banks hereby waive, but only during the Waiver Period,
any Default or Event of Default that has arisen (or may hereafter arise) 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 Waiver
Period; provided, however, the waiver set forth in this Section 2 shall cease on
February 15, 2002 at which time such Defaults and/or Events of Default shall be
reinstated automatically.
II. Miscellaneous:
1. This Waiver 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 Waiver 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 WAIVER 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 Waiver,
Holdings and the Borrower hereby represent and warrant that (i) no Default or
Event of Default exists on the Waiver Effective Date (as defined below), after
giving effect to this Waiver, and (ii) on the Waiver Effective Date, after
giving effect to this Waiver, 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 Waiver shall become effective on the date (the "Waiver
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 York time) on October 5, 2001, an amendment fee equal to 15 basis points on
the amount of each such Bank's Revolving Commitment as in effect on the Waiver
Effective Date.
6. From and after the Waiver 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.
* * *
- 2 -
IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this Waiver to be duly executed and delivered as of the date
first above written.
AMERICAN LAWYER MEDIA HOLDINGS, INC.
By:
-------------------------------------------
Name:
Title:
AMERICAN LAWYER MEDIA, INC.
By:
-------------------------------------------
Name:
Title:
BANK OF AMERICA, N.A., as Administrative Agent
By:
-------------------------------------------
Name:
Title:
BANK OF AMERICA, N.A., as a Bank
By:
-------------------------------------------
Name:
Title:
- 3 -
FLEET NATIONAL BANK, as a Bank
By:
-------------------------------------------
Name:
Title:
CREDIT LYONNAIS, NEW YORK BRANCH,
as a Bank
By:
-------------------------------------------
Name:
Title:
- 4 -
