AMERICAN LAWYER MEDIA INC
EXHIBIT 10.1
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>s448936.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>
                                                                 EXHIBIT 10.1


                     SECOND AMENDMENT TO CREDIT AGREEMENT


         THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated
as of February 27, 2003, 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"), GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware
corporation (in its individual capacity, "GE Capital"), for itself, as Lender,
and as Agent for Lenders.

                              Statement of Facts

         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 (the "First Amendment"), the "Credit Agreement"; capitalized
terms used but not defined in this Amendment have the meanings given in the
Credit Agreement), whereby the Lenders have made certain extensions of credit
to Borrower.

         B. The Borrower, the other Credit Parties, the Agent and Lenders
desire to amend the Credit Agreement in certain respects in accordance with
and subject to the terms and conditions as set forth in this Amendment.

                              Statement of Terms

         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. Waiver.

         (a) Subject to the terms and conditions of this Amendment, GE Capital
as Agent for Lenders hereby waives any Default or Event of Default arising
under Section 6.19(iii) of the Credit Agreement solely as a result of the
execution and delivery of a waiver and consent by Holdings and each of the
holders of the Holdings Senior Discount Notes, in form and substance
substantially similar to Exhibit A attached hereto (the "Waiver and Consent"),
whereby such holders agree to accept payment in kind for any and all interest
payments due with respect to the Holdings Senior Discount Notes until June 15,
2005; provided that (i) the termination of or any amendment or other
modification of the terms and provisions of, the Waiver and Consent, or (ii)
the cash payment by Holdings of any interest with respect to the Holdings
Senior Discount Notes prior to June 15, 2005, shall constitute an immediate
Event of Default under the Credit Agreement and Agent and Lenders shall be
entitled to exercise all rights and remedies provided in the Loan Documents.

         (b) Subject to the terms and conditions of this Amendment, GE Capital
as Agent for Lenders hereby waives any Default or Event of Default arising
under Section 6.15 of the Credit Agreement solely as a result of the filing of
that certain Certificate of Amendment to Certificate of Incorporation with the
Delaware Secretary of State on December 20, 2002, pursuant to which NLP IP
Company's entity name was changed to ALM Properties, Inc.; provided that each
of the Credit Parties hereby acknowledges and agrees that it shall take any
reasonable action requested by GE Capital to ensure its continued compliance
with Section 6.15 of the Credit Agreement.

         2. Amendments to Credit Agreement. Subject to the terms and
conditions of this Amendment, the Credit Agreement is hereby amended as
follows:

         (a) Section 1.5(a)(i) is hereby amended by (i) deleting "2.00%" as
the initial Applicable Revolver Index Margin and substituting "3.25%" in lieu
thereof and (ii) deleting "3.50%" as the initial Applicable Revolver LIBOR
Margin and the initial Applicable L/C Margin and substituting "4.75%" in lieu
thereof.

         (b) Section 1.5(a)(ii) is hereby amended by deleting such subsection
in its entirety and substituting the following new Section 1.5(a)(ii) in lieu
thereof:

             (ii) Commencing on December 30, 2002, the Applicable Margins
shall be adjusted (up or down) prospectively on a quarterly basis as
determined by Holdings' consolidated financial performance. Such adjustments
shall occur on the first day of the first calendar month that occurs more than
5 days after delivery of Holding's quarterly Financial Statements to Lenders.
Adjustments in Applicable Margins shall be determined by reference to the
following grids:

<TABLE>
<CAPTION>

      ------------------------------------ --------------------------------- ---------------------------
      For any Fiscal Quarter ending        If the Total Leverage Ratio is:   The level of the
      during the period of:                                                  Applicable Margins will
                                                                             be:
      ------------------------------------ --------------------------------- ---------------------------
<S>                                        <C>                               <C>
      December 31, 2002 through March      less than or equal to 7.00        Level I
      30, 2003
      ------------------------------------ --------------------------------- ---------------------------
                                           > 7.00, but less than or
                                             equal to 12.00                  Level II
      ------------------------------------ --------------------------------- ---------------------------
                                           >12.00, but less than or
                                            equal to 13.00                   Level III
      ------------------------------------ --------------------------------- ---------------------------
                                           >13.00                            Level IV
      ------------------------------------ --------------------------------- ---------------------------

      ------------------------------------ --------------------------------- ---------------------------
      March 31, 2003 through December      less than or equal to 7.00        Level I
      30, 2003
      ------------------------------------ --------------------------------- ---------------------------
                                           >7.00, but less than or equal
                                            to 11.00                         Level II
      ------------------------------------ --------------------------------- ---------------------------
                                           >11.00, but less than or
                                            equal to 12.00                   Level III
      ------------------------------------ --------------------------------- ---------------------------
                                           >12.00                            Level IV
      ------------------------------------ --------------------------------- ---------------------------

      ------------------------------------ --------------------------------- ---------------------------
      December 31, 2003 through June 29,   less than or equal to 7.00        Level I
      2004
      ------------------------------------ --------------------------------- ---------------------------
                                           >7.00, but less than or equal
                                            to 10.00                         Level II
      ------------------------------------ --------------------------------- ---------------------------
                                           >10.00, but less than or equal
                                            to 11.00                         Level III
      ------------------------------------ --------------------------------- ---------------------------
                                           >11.00                            Level IV
      ------------------------------------ --------------------------------- ---------------------------

      ------------------------------------ --------------------------------- ---------------------------
      June 30, 2004 through December 30,   less than or equal to 7.00        Level I
      2004
      ------------------------------------ --------------------------------- ---------------------------
                                           >7.00, but less than or equal
                                            to 9.25                          Level II
      ------------------------------------ --------------------------------- ---------------------------
                                           >9.25, but less than or equal
                                            to 10.25                         Level III
      ------------------------------------ --------------------------------- ---------------------------
                                           >10.25                            Level IV
      ------------------------------------ --------------------------------- ---------------------------

      December 31, 2004 through June 29,   less than or equal to 7.00        Level I
      2005
      ------------------------------------ --------------------------------- ---------------------------
                                           >7.00, but less than or equal
                                            to 8.50                          Level II
      ------------------------------------ --------------------------------- ---------------------------
                                           >8.50, but less than or equal
                                            to 9.50                          Level III
      ------------------------------------ --------------------------------- ---------------------------
                                           >9.50                             Level IV
      ------------------------------------ --------------------------------- ---------------------------

      ------------------------------------ --------------------------------- ---------------------------
      June 30, 2005 through June 29, 2006  less than or equal to 7.00        Level I
      ------------------------------------ --------------------------------- ---------------------------
                                           >7.00, but less than or equal
                                            to 8.00                          Level II
      ------------------------------------ --------------------------------- ---------------------------
                                           >8.00, but less than or equal
                                            to 9.00                          Level III
      ------------------------------------ --------------------------------- ---------------------------
                                           >9.00                             Level IV
      ------------------------------------ --------------------------------- ---------------------------

      ------------------------------------ --------------------------------- ---------------------------
      June 30, 2006 through  December 30,  less than or equal to 7.00        Level I
      2006
      ------------------------------------ --------------------------------- ---------------------------
                                           >7.00, but less than or equal
                                            to 7.50                          Level II
      ------------------------------------ --------------------------------- ---------------------------
                                           >7.50, but less than or equal
                                            to 8.50                          Level III
      ------------------------------------ --------------------------------- ---------------------------
                                           >8.50                             Level IV
      ------------------------------------ --------------------------------- ---------------------------

      ------------------------------------ --------------------------------- ---------------------------
      December 31, 2006 and thereafter     less than or equal to 7.00        Level I
      ------------------------------------ --------------------------------- ---------------------------
                                           >7.00, but less than or equal
                                            to 8.00                          Level III
      ------------------------------------ --------------------------------- ---------------------------
                                           >8.00                             Level IV
      ------------------------------------ --------------------------------- ---------------------------
</TABLE>


<TABLE>
<CAPTION>
                        ------------------------------ ----------- ------------ -------------- --------------
                        Applicable Margins:            Level I     Level II     Level III      Level IV
                        ------------------------------ ----------- ------------ -------------- --------------
<S>                                                    <C>         <C>          <C>            <C>
                        Applicable Revolver Index      1.50%       2.00%        2.50%          3.25%
                        Margin
                        ------------------------------ ----------- ------------ -------------- --------------
                        Applicable Revolver LIBOR      3.00%       3.50%        4.00%          4.75%
                        Margin
                        ------------------------------ ----------- ------------ -------------- --------------
</TABLE>

         (c) Section 1.6(b) of the Credit Agreement is hereby deleted in its
entirety and substituting the following in lieu thereof:

                           (b) On or before November 15, 2003, the Credit
                  Parties will establish and maintain until the Termination
                  Date, the Cash Management System described in Annex C (the
                  "Cash Management System").

         (d) Section 6.3 of the Credit Agreement is hereby amended by deleting
subclause (viii) thereof and substituting the following in lieu thereof:

                  (viii) Indebtedness of Holdings under the Holdings Senior
                  Discount Note Documents in an initial aggregate principal
                  amount not to exceed $35,000,000, which amount may be
                  increased to $80,260,705 solely through accretion (as
                  reduced by any repayments of principal thereof) pursuant to
                  that certain Waiver and Consent dated February 27, 2003

         (e) Annex E of the Credit Agreement is hereby amended by deleting
paragraphs (a) in its entirety and substituting the following paragraph (a) in
lieu thereof:

                           (a)      Monthly Financials.

                                    (i) On or prior to October 1, 2003, to
                           Agent and Lenders, within 30 days after the end of
                           each Fiscal Month that is not the end of a Fiscal
                           Quarter or Fiscal Year and within 45 days after the
                           end of each Fiscal Month that is the end of a
                           Fiscal Quarter or Fiscal Year, financial
                           information regarding Borrower and Law.com, Inc.,
                           certified by the Chief Financial Officer or Vice
                           President of Finance of Holdings, consisting of (A)
                           unaudited balance sheets as of the close of such
                           Fiscal Month and the related statements of income
                           as of the close of such Fiscal Month; (B) unaudited
                           statements of income and capital expenditures for
                           such Fiscal Month, setting forth in comparative
                           form the figures for the corresponding period in
                           the prior year and the figures contained in the
                           Projections for such Fiscal Year, all prepared in
                           accordance with GAAP (subject to normal year-end
                           adjustments); and (C) a summary of the outstanding
                           balance of all Intercompany Notes as of the last
                           day of that Fiscal Month. Such financial
                           information shall be accompanied by the
                           certification of the Chief Financial Officer or
                           Vice President of Finance of Holdings (X) that such
                           financial information presents fairly in all
                           material respects and in accordance with GAAP
                           (subject to normal year-end adjustments) the
                           financial position and results of operations of
                           Borrower and Law.com, Inc., in each case as at the
                           end of such Fiscal Month and for that portion of
                           the Fiscal Year then ended, (Y) that any other
                           information presented is true, correct and complete
                           in all material respects and that there was no
                           Default or Event of Default in existence as of such
                           time or, if a Default or Event of Default shall
                           have occurred and be continuing, describing the
                           nature thereof and all efforts undertaken to cure
                           such Default or Event of Default, and (Z) as to the
                           amount of any reserves restored to EBITDA with a
                           reasonably detailed description thereof.

                                    (ii) After October 1, 2003, to Agent and
                           Lenders, within 30 days after the end of each
                           Fiscal Month that is not the end of a Fiscal
                           Quarter or Fiscal Year and within 45 days after the
                           end of each Fiscal Month that is the end of a
                           Fiscal Quarter or Fiscal Year, financial
                           information regarding Holdings and its
                           Subsidiaries, certified by the Chief Financial
                           Officer or Vice President of Finance of Holdings,
                           consisting of consolidated and consolidating (A)
                           unaudited balance sheets as of the close of such
                           Fiscal Month and the related statements of income
                           as of the close of such Fiscal Month; (B) unaudited
                           statements of income and capital expenditures for
                           such Fiscal Month, setting forth in comparative
                           form the figures for the corresponding period in
                           the prior year and the figures contained in the
                           Projections for such Fiscal Year, all prepared in
                           accordance with GAAP (subject to normal year-end
                           adjustments); and (C) a summary of the outstanding
                           balance of all Intercompany Notes as of the last
                           day of that Fiscal Month. Such financial
                           information shall be accompanied by the
                           certification of the Chief Financial Officer or
                           Vice President of Finance of Holdings (X) that such
                           financial information presents fairly in all
                           material respects and in accordance with GAAP
                           (subject to normal year-end adjustments) the
                           financial position and results of operations of
                           Holdings and its Subsidiaries, on a consolidated
                           and consolidating basis, in each case as at the end
                           of such Fiscal Month and for that portion of the
                           Fiscal Year then ended, (Y) that any other
                           information presented is true, correct and complete
                           in all material respects and that there was no
                           Default or Event of Default in existence as of such
                           time or, if a Default or Event of Default shall
                           have occurred and be continuing, describing the
                           nature thereof and all efforts undertaken to cure
                           such Default or Event of Default, and (Z) as to the
                           amount of any reserves restored to EBITDA with a
                           reasonably detailed description thereof.

                  The financial statements and certificates required by this
                  paragraph (a) may be delivered by Holdings to the Agent and
                  Lenders in electronic form.

         (f) Annex G of the Credit Agreement is hereby amended by deleting
paragraphs (b), (c) and (d) in their entirety and substituting in lieu thereof
the following paragraphs (b), (c) and (d) to read in their entirety as
follows:

                           (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:
<TABLE>
<CAPTION>

                  ----------------------------------------- -----------------------------
                   For Any Fiscal Quarter Ending During       Maximum Total Leverage
                               the Period of:                          Ratio:
                  ----------------------------------------- -----------------------------
<S>                                                             <C>
                  Closing Date through September 29, 2002          16.00 to 1.00
                  ----------------------------------------- -----------------------------
                  September 30, 2002 through December 30,          14.00 to 1.00
                  2003
                  ----------------------------------------- -----------------------------
                  December 31, 2003 through December 30,           13.00 to 1.00
                  2004
                  ----------------------------------------- -----------------------------
                  December 31, 2004 through June 29, 2005           8.50 to 1.00
                  ----------------------------------------- -----------------------------
                  June 30, 2005 through June 29, 2006               8.00 to 1.00
                  ----------------------------------------- -----------------------------
                  June 30, 2006 through December 30, 2006           7.50 to 1.00
                  ----------------------------------------- -----------------------------
                  December 31, 2006 and thereafter                  7.00 to 1.00
                  ----------------------------------------- -----------------------------
</TABLE>

                           (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:

<TABLE>
<CAPTION>
                  ----------------------------------------- ------------------------------
                   For Any Fiscal Quarter Ending During      Minimum Interest Coverage
                  the Period of: Ratio:
                  ----------------------------------------- ------------------------------
<S>                                                             <C>
                  Closing Date through September 29, 2002           0.60 to 1.00
                  ----------------------------------------- ------------------------------
                  September 30, 2002 through December 30,           0.70 to 1.00
                  2003
                  ----------------------------------------- ------------------------------
                  December 31, 2003 through December 30,            0.75 to 1.00
                  2004
                  ----------------------------------------- ------------------------------
                  December 31, 2004 through March 30, 2005          1.00 to 1.00
                  ----------------------------------------- ------------------------------
                  March 31, 2005 through December 30, 2005          1.15 to 1.00
                  ----------------------------------------- ------------------------------
                  December 31, 2005 and thereafter                  1.30 to 1.00
                  ----------------------------------------- ------------------------------
</TABLE>

                           (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:
<TABLE>
<CAPTION>

                 ------------------------------------------- --------------------------------
                 For Any Fiscal Quarter Ending During the    Minimum Fixed Charge Coverage
                                 Period of:                              Ratio:
                 ------------------------------------------- --------------------------------
<S>                                                               <C>
                 Closing Date through March 30, 2003                  0.50 to 1.00
                 ------------------------------------------- --------------------------------
                 March 31, 2003 through December 30, 2003             0.55 to 1.00
                 ------------------------------------------- --------------------------------
                 December 31, 2003 through December 30,               0.60 to 1.00
                 2004
                 ------------------------------------------- --------------------------------
                 December 31, 2004 through March 30, 2005             0.80 to 1.00
                 ------------------------------------------- --------------------------------
                 March 31, 2005 through December 30, 2005             1.05 to 1.00
                 ------------------------------------------- --------------------------------
                 December 31, 2005 and thereafter                     1.15 to 1.00
                 ------------------------------------------- --------------------------------
</TABLE>

         3. Representations and Warranties. Borrower and each other Credit
Party hereby represents and warrants 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 ratifies
and reaffirms 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 waives 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 agrees 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 as
of December 30, 2002 (the "Amendment Effective Date"), subject to the Agent's
receipt of (i) this Amendment, duly executed, completed and delivered by the
Agent, each of the Lenders, and Borrower, (ii) a copy of the Waiver and
Consent, duly executed by all parties thereto, completed and delivered by
Borrower and in form and substance satisfactory to Agent, 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.

         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, supplemented
or otherwise modified by the First Amendment and 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) waivers and amendments expressly set forth and referred to in Sections
1 and 2 above and the amendments and agreements expressly set forth in the
First Amendment, 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.

                 [Remainder of page intentionally left blank]


         IN WITNESS WHEREOF, the parties have caused this Second Amendment to
Credit Agreement 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/ Stephen C. Jacobs
                                         --------------------------------
                                     Name:  Stephen C. Jacobs
                                     Title: Vice President and CFO


                                     AMERICAN LAWYER MEDIA HOLDINGS, INC.


                                     By: /s/ Stephen C. Jacobs
                                         --------------------------------
                                     Name:  Stephen C. Jacobs
                                     Title: Vice President and CFO


                                     AMERICAN LAWYER MEDIA, INC.


                                     By: /s/ Stephen C. Jacobs
                                         --------------------------------
                                     Name:  Stephen C. Jacobs
                                     Title: Vice President and CFO


                                     GENERAL ELECTRIC CAPITAL
                                     CORPORATION, as Agent and Lender


                                     By:  /s/ Todd E. Foust
                                          ------------------------------
                                     Name: Todd E. Foust
                                           Its Duly Authorized Signatory



                                   EXHIBIT A

                          FORM OF WAIVER AND CONSENT


                              WAIVER AND CONSENT

                  Waiver and Consent, dated as of February 27, 2003 (this
"Waiver"), to the 12 1/4% Senior Discount Notes due 2008 (the "Discount
Notes") issued by American Lawyer Media Holdings, Inc. (the "Issuer"),
pursuant to an Indenture dated December 22, 1997, between the Issuer and The
Bank of New York as trustee (the "Indenture").

                               R E C I T A L S:

                  WHEREAS, pursuant to Section 1 of the Discount Notes,
beginning on June 15, 2003, accrued interest will be payable in cash until the
maturity of the Discount Notes semi-annually in arrears on June 15 and
December 15 of each year (such obligation of the Issuer to pay cash interest,
the "Current Pay Requirement");

                  WHEREAS, the Issuer has requested that the holders of the
Discount Notes (each individually, a "Holder" and collectively, the "Holders")
waive (i) the timely performance of the Current Pay Requirement and consent to
the postponement of the date of the commencement of the Current Pay
Requirement to June 15, 2005, and (ii) the obligations of the Issuer to comply
with Section 4.13 of the Indenture in connection with the execution of this
Waiver and Consent and the transactions contemplated hereby; and

                  WHEREAS, pursuant to Section 9.02 of the Indenture, the
Holders may, with the consent of each holder affected, extend the time for
payment of the Discount Notes; and

                  WHEREAS, pursuant to Section 9.02 of the Indenture, the
Holders of a majority in aggregate Accreted Value (as defined in the
Indenture) of the outstanding Discount Notes may waive compliance with any
provision of the Indenture, subject to specified exceptions.

                  NOW THEREFORE, in consideration of the foregoing and the
mutual covenants contained herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:

         1. Representation of Holders. The Holders each hereby represents to
the Issuer that they own the principal amount of Discount Notes attributed to
them in Schedule A attached hereto.

         2. Waivers. (a) The Holders each hereby waive the Current Pay
Requirement and agree that on and after June 15, 2003 through and until June
14, 2005, interest shall continue to accrete on the outstanding principal
amount of the Discount Notes at the rate of 12 1/4% per annum, in the same
manner and fashion as specified in Section 1 of the Discount Notes with
respect to interest accreting during the period beginning on the date of the
original issuance of the Discount Notes and continuing until December 15,
2002, such that (i) the Issuer shall not be required to make any payment of
such interest in cash prior to June 15, 2005, and (ii) the aggregate principal
amount at maturity of the Discount Notes shall be $80,260,705.

                  (b) The Holders each hereby waive the obligations of the
Issuer to comply with Section 4.13 of the Indenture in connection with the
execution of this Waiver and Consent and the transactions contemplated hereby.

         3. Consent. Each of the Issuer and the Holders, as required by
Section 6.07 of the Indenture, consent to the waiver of the Current Pay
Requirement as set forth in paragraph 2 above.

         4. No Event of Default. The Holders each hereby agree that neither
the waiver of the Current Pay Requirement or the waiver of the Issuer's
obligations under Section 4.13 of the Indenture will constitute an Event of
Default pursuant to Section 6.01 of the Indenture and confirm that they will
not declare an Event of Default on the basis of such waivers.

         5. Not Overdue Interest. The Holders each hereby agree that the
interest payments waived hereunder will not constitute overdue interest
installments pursuant to Section 4.01 of the Indenture and confirm that they
will not declare such interest payments to be overdue.

         6. Lapse of this Waiver. Each of the Issuer and the Holders agree
that the waiver referred to in Section 2(a) will lapse on June 15, 2005,
without the need for any notice or other action on the part of either party.
After the lapse of the waiver referred to in Section 2(a), interest accrued
but unpaid since June 15, 2003 will be payable in cash on June 15, 2005 and
thereafter, interest will be payable semi-annually in arrears on June 15 and
December 15 of each year until the maturity of the Discount Notes.

         7. Waiver Limited Precisely as Written. The waivers and consent set
forth herein are limited precisely as written and shall not be deemed a
consent or waiver to, or modification of, any other term or condition in the
Discount Notes or any of the documents referred to herein or therein. Except
as expressly waived and consented to hereby, the terms and conditions of the
Discount Notes shall continue in full force and effect and the Discount Notes
are ratified and confirmed in all respects. On and after the date hereof,
whenever the Discount Notes are referred to in any of the other documents or
papers to be executed and delivered in connection therewith or with the
Discount Notes, such term shall be deemed to mean the Discount Notes after
giving effect to the consents and waivers expressly set forth herein.

         8. Governing Law. This Waiver and Consent and the rights and
obligations of the parties hereto shall be governed by, and construed and
interpreted in accordance with, the law of the State of New York.

         9. Waiver of Jury Trial. Each of the parties hereto irrevocably
waives trial by jury in any action or proceeding with respect to this Waiver
and Consent.

         10. Counterparts. This Waiver and Consent may be executed in one or
more counterparts and when signed by all of the parties listed below shall
constitute a single binding agreement.

         11. Defined Terms. Capitalized terms used herein but not otherwise
defined shall have the meanings given thereto in the Discount Notes.
References herein to a Section shall refer to a Section of the Discount Notes
unless stated to the contrary

                  IN WITNESS WHEREOF, the parties have caused this Waiver and
Consent to be duly executed by their officers thereunto duly authorized as of
the day and year first written above.

                                     AMERICAN LAWYER MEDIA HOLDINGS, INC.,
                                     as Issuer


                                     By:  _______________________________
                                     Name:_______________________________
                                     Title:______________________________



                                     BRUCE WASSERSTEIN, individual


                                     By:__________________________________


                                     CRANBERRY DUNE 1998 LTT


                                     By:  _______________________________
                                     Name:_______________________________
                                     Title:______________________________


                                     DESCENDANTS TRUST LLC


                                     By:  _______________________________
                                     Name:_______________________________
                                     Title:______________________________



</TEXT>
</DOCUMENT>
