{"id":41357,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/waiver-of-credit-agreement-american-lawyer-media-inc-and-bank.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"waiver-of-credit-agreement-american-lawyer-media-inc-and-bank","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/waiver-of-credit-agreement-american-lawyer-media-inc-and-bank.html","title":{"rendered":"Waiver of Credit Agreement &#8211; American Lawyer Media Inc. and Bank of America"},"content":{"rendered":"<pre>\n                                     WAIVER\n\n                  WAIVER (this \"Waiver\"), dated as of September 28, 2001, among\nAMERICAN LAWYER MEDIA HOLDINGS, INC., a Delaware corporation (\"Holdings\"),\nAMERICAN LAWYER MEDIA, INC., a Delaware corporation (the \"Borrower\"), the\nseveral lenders from time to time party to the Credit Agreement referred to\nbelow (the \"Banks\"), and BANK OF AMERICA, N.A., as Administrative Agent (the\n\"Administrative Agent\"). Unless otherwise defined herein, all capitalized terms\nused herein shall have the respective meanings provided such terms in the Credit\nAgreement referred to below.\n\n                              W I T N E S S E T H :\n                              - - - - - - - - - -\n\n\n                  WHEREAS, Holdings, the Borrower, the Banks and the\nAdministrative Agent are parties to a Credit Agreement, dated as of March 25,\n1998 (as amended, modified or supplemented to, but not including, the date\nhereof, the \"Credit Agreement\"); and\n\n                  WHEREAS, subject to the terms and conditions set forth herein,\nthe parties hereto agree as follows;\n\n                  NOW, THEREFORE, it is agreed:\n\nI.       Waivers:\n\n                  1. The Banks hereby waive, but only during the Waiver Period\n(as defined below), any Default or Event of Default that has arisen (or may\nhereafter arise) under the Credit Agreement solely as a result of the failure of\nHoldings and the Borrower to comply with Section 8.07 of the Credit Agreement in\nrespect of the Measurement Periods ending on September 30, 2001 and December 31,\n2001; provided, however, the waiver set forth in this Section 1 shall cease on\nFebruary 15, 2002 (and with the period from September 30, 2001 through and\nincluding February 14, 2002 being referred to herein as the \"Waiver Period\") at\nwhich time such Defaults and\/or Events of Default shall be reinstated\nautomatically.\n\n                  2. The Banks hereby waive, but only during the Waiver Period,\nany Default or Event of Default that has arisen (or may hereafter arise) under\nthe Credit Agreement solely as a result of the failure of Holdings and the\nBorrower to comply with Section 8.09 of the Credit Agreement for the Waiver\nPeriod; provided, however, the waiver set forth in this Section 2 shall cease on\nFebruary 15, 2002 at which time such Defaults and\/or Events of Default shall be\nreinstated automatically.\n\nII.      Miscellaneous:\n\n                  1. This Waiver is limited as specified and shall not\nconstitute a modification, acceptance or waiver of any other provision of the\nCredit Agreement or any other Loan Document.\n\n                  2. This Waiver may be executed in any number of counterparts\nand by the different parties hereto on separate counterparts, each of which\ncounterparts when executed and delivered shall be an original, but all of which\nshall together constitute one and the same instrument. A complete set of\ncounterparts shall be lodged with Holdings, the Borrower and the Administrative\nAgent.\n\n                  3. THIS WAIVER AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES\nHEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE\nSTATE OF NEW YORK.\n\n                  4. In order to induce the Banks to enter into this Waiver,\nHoldings and the Borrower hereby represent and warrant that (i) no Default or\nEvent of Default exists on the Waiver Effective Date (as defined below), after\ngiving effect to this Waiver, and (ii) on the Waiver Effective Date, after\ngiving effect to this Waiver, all representations and warranties contained in\nthe Credit Agreement and in the other Loan Documents are true and correct in all\nmaterial respects.\n\n                  5. This Waiver shall become effective on the date (the \"Waiver\nEffective Date\") when (i) Holdings, the Borrower and the Required Banks shall\nhave signed a counterpart hereof (whether the same or different counterparts)\nand shall have delivered (including by way of telecopier) the same to the\nAdministrative Agent and (ii) the Borrower shall have paid to the Administrative\nAgent for the account of each Bank that executes and delivers a signed\ncounterpart of this Amendment to the Administrative Agent on or before 5:00 p.m.\n(New York time) on October 5, 2001, an amendment fee equal to 15 basis points on\nthe amount of each such Bank's Revolving Commitment as in effect on the Waiver\nEffective Date.\n\n                  6. From and after the Waiver Effective Date, all references in\nthe Credit Agreement and each of the other Loan Documents to the Credit\nAgreement shall be deemed to be references to the Credit Agreement after giving\neffect to this Amendment.\n\n                                      * * *\n\n\n\n\n                                     - 2 -\n\n                  IN WITNESS WHEREOF, each of the parties hereto has caused a\ncounterpart of this Waiver to be duly executed and delivered as of the date\nfirst above written.\n\n                                  AMERICAN LAWYER MEDIA HOLDINGS, INC.\n\n\n\n                                  By:\n                                     -------------------------------------------\n                                      Name:\n                                      Title:\n\n\n\n                                  AMERICAN LAWYER MEDIA, INC.\n\n\n\n                                  By:\n                                     -------------------------------------------\n                                      Name:\n                                      Title:\n\n\n\n                                  BANK OF AMERICA, N.A., as Administrative Agent\n\n\n\n                                  By:\n                                     -------------------------------------------\n                                      Name:\n                                      Title:\n\n\n\n                                  BANK OF AMERICA, N.A., as a Bank\n\n\n                                  By:\n                                     -------------------------------------------\n                                      Name:\n                                      Title:\n\n\n                                     - 3 -\n\n                                  FLEET NATIONAL BANK, as a Bank\n\n\n\n                                  By:\n                                     -------------------------------------------\n                                      Name:\n                                      Title:\n\n\n\n                                  CREDIT LYONNAIS, NEW YORK BRANCH,\n                                      as a Bank\n\n\n                                  By:\n                                     -------------------------------------------\n                                      Name:\n                                      Title:\n\n\n                                     - 4 -\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6674,6846],"corporate_contracts_industries":[9415,9467],"corporate_contracts_types":[9561,9560],"class_list":["post-41357","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-american-lawyer-media-inc","corporate_contracts_companies-bank-of-america-corp","corporate_contracts_industries-financial__banks","corporate_contracts_industries-media__newspapers","corporate_contracts_types-finance__credit","corporate_contracts_types-finance"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41357","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41357"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41357"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41357"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41357"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}