SUPPLEMENTAL INDENTURE
SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of
December 22, 1997 between The New York Law Publishing Company (the "Additional
Guarantor"), American Lawyer Media, Inc., a Delaware corporation (the
"Company"), ALM LLC, Counsel Connect LLC, ALM IP, LLC, ALM Counsel Connect Inc.
(the "Guarantors") and The Bank of New York, a New York banking corporation, as
trustee under the indenture referred to below (the "Trustee").
WITNESSETH
WHEREAS, the Company and the Guarantors have heretofore executed and
delivered to the Trustee an indenture (the "Indenture"), dated as of December
22, 1997, providing for the issuance of an aggregate principal amount of
$175,000,000 of 9.75% Series A and Series B Senior Notes due 2007 (the "Notes");
WHEREAS, Section 4.15 of the Indenture provides that under certain
circumstances the Company and the Guarantors are required to cause the
Additional Guarantor to execute and deliver to the Trustee a supplemental
indenture pursuant to which the Additional Guarantor shall unconditionally
guarantee all of the Company's Obligations under the Indenture and the Notes
pursuant to a guarantee (the "Additional Guarantee") on the terms and conditions
of the Guarantee by the Guarantors in Article X of the Indenture and on the
other terms and conditions set forth herein; and
WHEREAS, pursuant to Section 9.01(e) of the Indenture, the Trustee
is authorized to execute and deliver this Supplemental Indenture.
NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt of which is hereby acknowledged, the
parties hereto mutually covenant and agree for the equal and ratable benefit of
the holders of the Notes as follows:
1. CAPITALIZED TERMS. Capitalized terms used herein without
definition shall have the meanings assigned to them in the Indenture.
2. AGREEMENT TO GUARANTEE. The Additional Guarantor hereby agrees,
jointly and severally with all other guarantors, to guarantee the Company's
Obligations under the Indenture and the Notes on the terms and subject to the
conditions set forth herein and in Article X of the Indenture (including the
obligation to
pay Liquidated Damages under the provisions of the Registration
Rights Agreement) and to be bound by all other applicable provisions of the
Indenture. Pursuant to Section 10.02 of the Indenture, the Additional
Guarantor agrees that the Subsidiary Guarantees set forth in Article X of the
Indenture, as supplemented by its agreement to guarantee contained herein
shall remain in full force and effect and apply to all of the Notes
notwithstanding any failure by the Additional Guarantor to endorse on such
Notes a notation of the Subsidiary Guarantor.
3. RELEASE OF ADDITIONAL GUARANTOR. In the event that the holders of
the Company's Other Indebtedness which is guaranteed by the Additional Guarantor
release the Additional Guarantor from its guarantee in respect of such Other
Indebtedness, except a discharge or release by or as a result of any payment
under the guarantee of such Other Indebtedness by the Additional Guarantor, the
Additional Guarantor shall be automatically and unconditionally released and
discharged from its obligations under this Additional Guarantee; provided
however, if, after such release, any guarantee under such Other Indebtedness is
subsequently reincurred or reinstated, then such Additional Guarantor
reincurring or reinstating such guarantee under such Other Indebtedness shall
execute and reinstate its Additional Guarantee hereunder.
Upon receipt of an Officers' Certificate, the Trustee shall execute
any documents reasonably requested by the Company, the Guarantors or the
Additional Guarantor in order to evidence the release of such Additional
Guarantor from its obligations under the Additional Guarantee.
4. NO RECOURSE AGAINST OTHERS. No direct or indirect stockholder,
employee, officer or director, as such, past, present or future of the Company,
the Guarantors or the Additional Guarantor or any successor entity shall have
any personal liability for any Obligations of the Company, the Guarantors or the
Additional Guarantor or any successor entity under the Additional Guarantee, by
reason of his or its status as such stockholder, employee, officer or director.
Each Holder by accepting a Note waives and releases all such liability,
and such waiver and release is part of the consideration for the issuance of the
Notes.
5. GOVERNING LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL
GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.
6. COUNTERPARTS. This Supplemental Indenture may be executed in any
number of counterparts and by the parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original and all of which
taken together shall constitute one and the same agreement.
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7. EFFECT OF HEADINGS. The Section headings herein are for
convenience only and shall not affect the construction hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed and attested, all as of the date first above
written.
THE NEW YORK LAW PUBLISHING COMPANY
By: /s/ [ILLEGIBLE]
---------------------------
Name:
Title:
Attest:
/s/ [ILLEGIBLE] (SEAL)
-------------------------------
Name:
Title:
AMERICAN LAWYER MEDIA, INC.
By: /s/ [ILLEGIBLE]
---------------------------
Name:
Title:
Attest:
/s/ [ILLEGIBLE] (SEAL)
-------------------------------
Name:
Title:
4
ALM LLC
By: /s/ [ILLEGIBLE]
---------------------------
Name:
Title:
Attest:
/s/ [ILLEGIBLE] (SEAL)
-------------------------------
Name:
Title:
COUNSEL CONNECT LLC
By: /s/ [ILLEGIBLE]
---------------------------
Name:
Title:
Attest:
/s/ [ILLEGIBLE] (SEAL)
-------------------------------
Name:
Title:
5
ALM IP, LLC
By: /s/ [ILLEGIBLE]
---------------------------
Name:
Title:
Attest:
/s/ [ILLEGIBLE] (SEAL)
-------------------------------
Name:
Title:
6
ALM COUNSEL CONNECT INC.
By: /s/ [ILLEGIBLE]
---------------------------
Name:
Title:
Attest:
/s/ [ILLEGIBLE] (SEAL)
-------------------------------
Name:
Title:
0
XXX XXXX XX XXX XXXX,
as Trustee
By: /s/ Van X. Xxxxx
---------------- ---------------------------
Name: VAN X. XXXXX
Title: Assistant Vice President
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