Exhibit 10.1
FOURTH AMENDMENT TO CREDIT AGREEMENT
THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is made
and entered into this 11th day of August, 2004, by and among THE NEW YORK LAW
PUBLISHING COMPANY, a New York corporation ("Borrower"), AMERICAN LAWYER MEDIA
HOLDINGS, INC., a Delaware corporation ("Holdings"), AMERICAN LAWYER MEDIA,
INC., a Delaware corporation ("Parent"), ▇▇▇.▇▇▇, INC., a Delaware corporation
("▇▇▇.▇▇▇"), and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation
(in its individual capacity, "GE Capital"), for itself, and as Agent and
Lender.
Statement of Facts
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A. Borrower, Parent, Holdings, ▇▇▇.▇▇▇ and GE Capital (as Agent and
Lender) are parties to that certain Credit Agreement, dated as of May 1, 2002,
as amended by that certain First Amendment to Credit Agreement, dated as of
November 12, 2002, as further amended by that certain Second Amendment to
Credit Agreement, dated as of February 27, 2003, and as further amended by that
certain Third Amendment to Credit Agreement, dated as of December 16, 2003
(collectively, the "Credit Agreement"; capitalized terms used but not defined
in this Amendment have the meanings given in the Credit Agreement as amended by
this Amendment), whereby the Lenders have made certain extensions of credit to
Borrower.
B. The parties desire to amend the Credit Agreement as set forth in
this Amendment.
Statement of Terms
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NOW THEREFORE, in consideration of the premises and mutual covenants
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Amendments to Credit Agreement. Subject to the terms and conditions
of this Amendment, Annex G of the Credit Agreement is hereby amended as
follows:
(a) By deleting paragraph (b) thereof in its entirety and
substituting the following paragraph (b) in lieu thereof:
(b) Maximum Total Leverage Ratio. Holdings and its Subsidiaries
on a consolidated basis shall have, for each Fiscal Quarter ending
during each period set forth below, a Total Leverage Ratio of not more
than the ratio shown below for such Fiscal Quarter:
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For Any Fiscal Quarter Ending During Maximum Total Leverage
the Period of: Ratio:
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April 1, 2004 through September 30, 2004 11.00 to 1.00
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October 1, 2004 through December 31, 2004 9.50 to 1.00
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January 1, 2005 through June 30, 2005 9.00 to 1.00
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July 1, 2005 through December 31, 2005 8.50 to 1.00
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January 1, 2006 through March 31, 2006 8.00 to 1.00
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April 1, 2006 through September 30, 2006 7.50 to 1.00
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October 1, 2006 and thereafter 7.00 to 1.00
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(b) By deleting paragraph (c) thereof in its entirety and
substituting the following paragraph (c) in lieu thereof:
(c) Minimum Interest Coverage Ratio. Holdings and its
Subsidiaries on a consolidated basis shall have, for each Fiscal
Quarter ending during each period set forth below, an Interest
Coverage Ratio of not less than the ratio shown below for such Fiscal
Quarter:
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Any Fiscal Quarter Ending During the Period of: Minimum Interest Coverage Ratio:
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April 1, 2004 through September 30, 2004 0.75 to 1.00
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October 1, 2004 through March 31, 2005 1.00 to 1.00
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April 1, 2005 through September 30, 2005 1.05 to 1.00
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October 1, 2005 through December 31, 2005 1.15 to 1.00
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January 1, 2006 through March 31, 2006 1.25 to 1.00
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April 1, 2006 and thereafter 1.30 to 1.00
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(c) By deleting paragraph (d) thereof in its entirety and
substituting the following paragraph (d) in lieu thereof:
(d) Minimum Fixed Charge Coverage Ratio. Holdings and its
Subsidiaries on a consolidated basis shall have, for each Fiscal
Quarter ending during each period set forth below, a Fixed Charge
Coverage Ratio of not less than the ratio shown below for such Fiscal
Quarter:
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Minimum Fixed Charge
Any Fiscal Quarter Ending During the Period of: Coverage Ratio:
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April 1, 2004 through September 30, 2004 0.60 to 1.00
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October 1, 2004 through December 31, 2004 0.80 to 1.00
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January 1, 2005 through March 31, 2005 0.90 to 1.00
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April 1, 2005 through September 30, 2005 0.95 to 1.00
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October 1, 2005 through December 31, 2005 1.00 to 1.00
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January 1, 2006 through March 31, 2006 1.10 to 1.00
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April 1, 2006 and thereafter 1.15 to 1.00
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2. Additional Agreement. Borrower and each other Credit Party hereby
acknowledge and agree that their failure to establish on or before the date
that is ninety (90) days from the Fourth Amendment Effective Date, and to
maintain until the Termination Date, the Cash Management System described in
Annex C of the Credit Agreement shall constitute an immediate Event of Default
under the Credit Agreement (without the giving of notice or the passage of
additional time).
3. Representations and Warranties. Borrower and each other Credit
Party hereby represent and warrant to the Agent and the Lenders that (a) this
Amendment has been duly authorized, executed and delivered by Borrower and each
Credit Party signatory thereto, (b) after giving effect to this Amendment, no
Default or Event of Default has occurred and is continuing as of this date, and
(c) all of the representations and warranties made by Borrower or any Credit
Party in the Credit Agreement are true and correct in all material respects on
and as of the date of this Amendment and after giving effect to this Amendment
(except to the extent that any such representations or warranties (i) expressly
referred to a specific prior date, or (ii) have changed based upon events
expressly permitted by the Credit Agreement).
4. Ratification. Borrower and each other Credit Party hereby ratify
and reaffirm each and every term, covenant and condition set forth in the
Credit Agreement and the other Loan Documents delivered by Borrower and the
other Credit Parties in connection therewith, effective as of the date hereof
and after giving effect to this Amendment.
5. Waiver by Borrower and Credit Parties. Borrower and each other
Credit Party hereby waive any claim, counterclaim, defense, demand, action or
suit of any kind or nature whatsoever against the Lenders and the Agent arising
on or prior to the date of this Amendment in connection with any of the Loan
Documents or the transactions contemplated thereunder.
6. Reimbursement of Expenses. Additionally, Borrower and each of the
other Credit Parties hereby agree to reimburse the Agent and the Lenders on
demand for all reasonable costs and expenses (including without limitation
reasonable attorney's fees) incurred by such parties in connection with the
negotiation, documentation and consummation of this Amendment and the other
documents executed in connection herewith and therewith and the transactions
contemplated hereby and thereby.
7. Conditions to Effectiveness. This Amendment shall be effective (the
"Fourth Amendment Effective Date") as of the date of Agent's receipt of: (i)
this Amendment, duly executed, completed and delivered by the Borrower,
Holdings, Parent, ▇▇▇.▇▇▇ and GE Capital (as Agent and Lender); (ii) an
amendment fee (payable to Agent for its account) in the amount of $100,000
(which fee shall be fully earned and non-refundable as of the Fourth Amendment
Effective Date); and (iii) payment of all reasonable fees, costs and expenses
(including the fees, costs and expenses of counsel or other advisors) incurred
by or on behalf of Agent in connection with this Amendment and any of the other
Loan Documents as of such date.
8. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK FOR CONTRACTS TO BE
PERFORMED ENTIRELY WITHIN SAID STATE.
9. Severability of Provisions. Any provision of this Amendment which
is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof or
affecting the validity or enforceability of such provision in any other
jurisdiction. To the extent permitted by applicable law, Borrower and each of
the other Credit Parties hereby waives any provision of law that renders any
provision hereof prohibited or unenforceable in any respect.
10. Counterparts. This Amendment may be executed in any number of
counterparts, all of which shall be deemed to constitute but one original and
shall be binding upon all parties, their successors and permitted assigns.
11. Entire Agreement. The Credit Agreement as amended by this
Amendment embodies the entire agreement between the parties hereto relating to
the subject matter hereof and supersedes all prior agreements, representations
and understandings, if any, relating to the subject matter hereof.
12. No Other Amendments, Waivers or Consents. Except for the (x) prior
waivers and consents granted pursuant to that certain Post-Closing Letter
Agreement, dated May 1, 2002, between Borrower and Agent, as amended by that
certain Amendment to Post-Closing Letter Agreement, dated May 10, 2002, between
Borrower and Agent, as further amended by that certain Second Amendment to
Post-Closing Letter Agreement, dated May 17, 2002, between Borrower and Agent,
and as further amended by that certain Third Amendment to Post-Closing Letter
Agreement, dated June 11, 2002, between Borrower and Agent and (y) any
amendment or agreement expressly set forth and referred to in Sections 1 and 2
above, the Credit Agreement and the other Loan Documents shall remain unchanged
and in full force and effect. Nothing in this Amendment is intended, or shall
be construed, to constitute a novation or an accord and satisfaction of any of
the Obligations or to modify, affect or impair the perfection or continuity of
the Agent's and the Lenders' security interests in, security titles to or other
Liens on any Collateral.
13. Affirmation and Agreement Of Guarantors. Each of the Guarantors
hereby affirms its guaranty of the obligations of the Borrower under and
pursuant to the Loan Agreement, as amended hereby, and consents to and agrees
to be bound by this Amendment.
(Signature Page To Follow)
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly
executed by their respective duly authorized officers, as of the date first
above written.
THE NEW YORK LAW PUBLISHING COMPANY
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Title: VP
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AMERICAN LAWYER MEDIA HOLDINGS, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Title: VP
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AMERICAN LAWYER MEDIA, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Title: VP
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▇▇▇.▇▇▇, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Title: VP
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GENERAL ELECTRIC CAPITAL
CORPORATION, as Agent and Lender
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇
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Title: Duly Authorized Signatory