Exhibit 10.10
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EXECUTION COPY
FIRST AMENDMENT
FIRST AMENDMENT dated as of December 31, 1997 (this
"Amendment") among DOW JONES & COMPANY, INC., a Delaware
corporation (the "Company"), the several banks parties to the
Revolving Credit Agreement referred to below (the "Banks") and THE
CHASE MANHATTAN BANK, as agent for the Banks (in such capacity,
the "Agent").
WITNESSETH
WHEREAS, the Company, the Banks and the Agent are
parties to the Revolving Credit Agreement dated as of November 16,
1994 (the "Existing Credit Agreement"; the Existing Credit
Agreement as amended by this Amendment, the "Credit Agreement");
and
WHEREAS, the Company has requested that the Banks amend
certain provisions of the Existing Credit Agreement, and the Banks
are agreeable to such request on the terms and conditions of this
Amendment;
NOW, THEREFORE, in consideration of the premises and of
the mutual convenants contained herein, the Company, the Banks and
the Agent hereby agree as follows:
1. Definitions. Unless otherwise defined herein,
terms defined in the Existing Credit Agreement shall be used as so
defined.
2. Amendment to Subsection 6.2 of the Existing Credit
Agreement. Subsection 6.2(a) of the Existing Credit Agreement is
hereby amended by deleting such subsection in its entirety and
substituting in lieu thereof the following:
"(a) consolidate or merge with or into, or sell, convey
transfer or lease in a single transaction or in a series
of related transactions any substantial part of its
assets to, any other Person, except (i) a sale of the
business currently conducted by Dow Jones Markets
Holdings, Inc. and its Subsidiaries (whether through a
sale of stock or assets, a merger or consolidation or
otherwise) for an aggregate cash purchase price not less
than the fair market value thereof, (ii) any such
consolidation, merger, sale, conveyance, transfer or
lease when the only parties to such transaction or
series of transactions are one of its Subsidiaries and
one or more of its other Subsidiaries, (iii) any such
sale, conveyance, transfer or lease to the Company by
one or more of its Subsidiaries and (iv) the merger or
consolidation of the Company with another corporation,
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provided that the Company is the surviving corporation
and that, after giving effect to such consolidation or
merger, no Default or Event of Default has occurred and
is continuing."
3. Amendment to Subsection 6.3 of the Existing Credit
Agreement. Subsection 6.3 of the Existing Credit Agreement is
hereby amended by deleting such subsection in its entirety.
4. Amendment to Subsection 6.4 of the Existing Credit
Agreement. Subsection 6.4 of the Existing Credit Agreement is
hereby amended by deleting such subsection in its entirety and
substituting in lieu thereof the following:
"6.4 Maintenance of Ratio of Consolidated
Total Indebtedness to Consolidated Total Capitalization.
Permit the ratio of Consolidated Total Indebtedness to
Consolidated Total Capitalization to exceed 0.60 to 1 at
any time."
5. Amendment to Section 1 of the Existing Credit
Agreement. Section 1 of the Existing Credit Agreement is hereby
amended as follows:
(a) by deleting the definitions of "Consolidated
Cash Flow" and "Consolidated Total
Liabilities" in their entirety; and
(b) by adding in proper alphabetical order the
following definitions:
"Consolidated Cash Flow": for any period,
Consolidated Net Income of the Company and its
Subsidiaries for such period plus the
aggregate amounts deducted in determining such
Consolidated Net Income in respect of (i)
Consolidated Interest Expense, (ii)
amortization expenses, (iii) depreciation
expenses, (iv) income taxes for such period
and (v) any extraordinary accounting charge or
write down taken by the Company in the fourth
quarter of 1997 in respect of Dow Jones
Markets Holdings, Inc., each of clauses (i),
(ii), (iii), (iv) and (v) determined in
accordance with GAAP, but after deducting in
the calculation thereof, income representing
equity in the earnings of Affiliates not
received in cash or, as the case may be, after
restoring thereto deductions representing
equity in the losses of Affiliates for which
neither Dow Jones nor any of its Subsidiaries
is liable.
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"Consolidated Total Capitalization": at a
particular date, the sum of Consolidated Net
worth and Consolidated Total Indebtedness.
"Consolidated Total Indebtedness": at a
particular date, all items which would, in
conformity with GAAP, be classified as
Indebtedness on a consolidated balance sheet
of the Company and its Subsidiaries as at such
date, but in any event including without any
duplication (a) indebtedness arising under
acceptance facilities and the face amount of
all letters of credit issued for the account
of the Company and any Subsidiary and all
drafts drawn thereunder, (b) all Indebtedness
secured by any Lien on any property owned by
the Company or any Subsidiary even though the
Company or such Subsidiary has not assumed or
otherwise become liable for the payment
thereof and (c) all Contingent Obligations of
the Company and its Subsidiaries in respect of
Indebtedness of other Persons.
6. Condition to Effectiveness. This Amendment shall
become effective upon receipt by the Agent of executed
counterparts (or facsimile confirmation of the execution of
counterparts) of this Amendment by the Company and the Required
Banks.
7. Representations and Warranties. The Company
represents and warrants to the Agent and to each Bank that as of
the date hereof: (a) the representations and warranties made by
the Company in the Credit Agreement are true and correct in all
material respects on and as of the date hereof (except to the
extent that such representations and warranties are expressly
stated to relate to an earlier date, in which case such
representations and warranties shall have been true and correct in
all material respects on and as of such earlier date) prior to and
after giving effect to this Amendment; and (b) no Default or Event
of Default shall have occurred and be continuing as of the date
hereof.
8. Continuing Effect. Except as expressly amended
hereby, the Existing Credit Agreement shall continue to be and
shall remain in full force and effect in accordance with its
terms.
9. GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK.
10. Counterparts. This Amendment may be executed by
the parties hereto in any number of separate counterparts and all
of said counterparts taken together shall be deemed to constitute
one and the same instrument.
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11. Payment of Expenses. The Company agrees to pay and reimburse
the Agent for all of its out-of-pocket costs and reasonable
expenses incurred to date in connection with this Amendment,
including, without limitation, the reasonable fees and
disbursements of legal counsel to the Agent.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their properly and
duly authorized officers as of the day and year first above
written.
DOW JONES & COMPANY, INC.
By: /s/ Leonard E. Doherty
Name: Leonard E. Doherty
Title: Treasurer
THE CHASE MANHATTAN BANK, as Agent
and as a Bank
By: /s/ Ann B. Kerns
Name: Ann B. Kerns
Title: Vice President
BANK OF HAWAII
By: /s/ J. Bryan Scearce
Name: J. Bryan Scearce
Title: Vice President
BAYERISCHE LANDESBANK GIROZENTRALE,
Caymen Islands Branch
By: /s/ Peter Obermann
Name: Peter Obermann
Title: Senior Vice President
By: /s/ Alexander Kohnert
Name: Alexander Kohnert
Title: Vice President
DAI-ICHI KANGYO
By: /s/ David McCann
Name: David McCann
Title: A.V.P.
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DEUTSCHE BANK AG, New York and/or
Cayman Island Branch
By: /s/ V. Shannon Sewsankar
Name: V. Shannon Sewsankar
Title: Assistant Vice President
FIRST UNION NATIONAL BANK
By: /s/ Bruce W. Loftin
Name: Bruce W. Loftin
Title: Senior Vice President
FUJI BANK, LIMITED
By: /s/ Raymond Ventura
Name: Raymond Ventura
Title: Vice President and
Manager
LLOYDS BANK, PLC
By: /s/ David C. Rodway
Name: David C. Rodway
Title: Assistant Vice President
LONG TERM CREDIT BANK OF JAPAN
By: /s/ Shuichi Tajima
Name: Shuichi Tajima
Title: Deputy General Manager
NORTHERN TRUST COMPANY
By: /s/ Russell R. Rockenbach
Name: Russell R. Rockenbach
Title: Second Vice President
SAKURA BANK, LIMITED
By: /s/ Yasumasa Kikuchi
Name: Yasumasa Kikuchi
Title: Senior Vice President
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FLEET NATIONAL BANK
By: /s/ Jeffrey C. Lynch
Name: Jeffrey C. Lynch
Title: Vice President
SOCIETE GENERALE, New York Branch
By: /s/ Elaine Khalil
Name: Elaine Khalil
Title: Vice President
THE TORONTO-DOMINION BANK
By: /s/ Jorge A. Garcia
Name: Jorge A. Garcia
Title: MGR. CR. ADMIN.
WACHOVIA BANK OF GEORGIA
By: /s/ Jennifer Mooney
Name: Jennifer Mooney
Title: Vice President
WESTDEUTSCHE LANDESBANK GIROZENTRALE
By: /s/ Kheil A. McIntyre
Name: Kheil A. McIntyre
Title: Vice President
By: /s/ Salvatore Battmen
Name: Salvatore Battmen
Title: Vice President Credit
Department
SUMITOMO BANK, LIMITED
By: /s/ John C. Kissinger
Name: John C. Kissinger
Title: Joint General Manager