EXHIBIT 4.7.3
AMENDMENT NO. 4 AND WAIVER NO. 1 TO
$100,000,000 AMENDED AND RESTATED CREDIT AGREEMENT
AMENDMENT NO. 4 and WAIVER NO. 1, dated as of January 23, 2003 (this
"AMENDMENT NO. 4"), to the $100,000,000 Amended and Restated Credit Agreement
dated June 26, 2001 (as heretofore amended, amended and restated and
supplemented, the "CREDIT AGREEMENT") among Key3Media Group, Inc., a Delaware
corporation, the Guarantors party thereto, the Lenders party thereto, Xxxxxx
Xxxxxxx Senior Funding, Inc. ("MSSFI"), as Sole Lead Arranger and Sole
Book-Runner, Xxxxxx Xxxxxxx & Co. Incorporated ("MSCI"), as Collateral Agent,
The Bank of New York, as Syndication Agent, Fleet National Bank and BNP Paribas,
each as Co-Documentation Agent, UBS Warburg LLC, as Documentation Agent, and
MSSFI, as Administrative Agent.
W I T N E S S E T H :
WHEREAS, Key3Media Group, Inc. (the "BORROWER") is the borrower under
the Loan Documents (as defined in the Credit Agreement);
WHEREAS, Key3Media Events, Inc. ("EVENTS"), Key3Media Advertising,
Inc., Key3Media BCR Events, Inc., Key3Media Von Events, Inc. and Key3Media
BioSec Corp. (collectively, the "GUARANTORS") are guarantors under the Loan
Documents, including, without limitation, the Credit Agreement as supplemented
by the Subsidiary Guaranty Supplement dated September 25, 2001 and the
Subsidiary Guaranty Supplement dated November 13, 2002;
WHEREAS, the Borrower and the Guarantors are grantors under the
Collateral Documents, including, without limitation, the Amended and Restated
Security Agreement dated June 26, 2001 as supplemented by the Security Agreement
Supplement dated September 25, 2001;
WHEREAS, the Borrower has asked the Lenders, and the Lenders party
hereto are willing, on the terms and conditions set forth below and for a
limited period only, to waive compliance with certain provisions of, and to
waive certain Defaults and Events of Default (as defined in the Credit
Agreement) that may exist;
WHEREAS, the Borrower has asked the Lenders to provide it with new
value consisting of, inter alia, the waivers contained herein, a consent to the
asset sale described below and the agreement not to receive the proceeds from
such sale of Collateral;
WHEREAS, pursuant to the request of the Required Lenders signatory
hereto, MSSFI has agreed to resign as Administrative Agent and MSCI has agreed
to resign as Collateral Agent;
WHEREAS, in connection with the foregoing resignations, each of the
Lender Parties hereto and each of the Loan Parties have heretofore indicated
their willingness, on the terms and conditions set forth below, to appoint, or
in the case of each Loan Party, to approve, a successor
Administrative Agent and Collateral Agent and to amend certain provisions of the
Credit Agreement, all as more fully described herein;
NOW, THEREFORE, the parties hereto agree as follows:
Section 1. Defined Terms; References. Unless otherwise specifically
defined herein, each term used herein that is defined in the Credit Agreement
has the meaning assigned to such term in the Credit Agreement.
Section 2. Waivers. (a) Liens. The Lenders party hereto hereby agree to
waive, on an interim basis until Waiver Termination (as defined below) only, any
Default or Event of Default that may have occurred or may occur solely by reason
of the Borrower's failure to observe the covenant in Section 5.02(a) of the
Credit Agreement due solely to any attachment by Interface Group-Massachusetts,
LLC ("INTERFACE") of up to an aggregate amount of (x) $711,111.04 of any of the
following property: (i) $67,321.43 held in an account in the name of Events at
Citizen's Bank of Massachusetts, (ii) certain personal property of Events not to
exceed $711,111.04 as identified in the Finding and Order dated September 26,
2002 issued by the Superior Court Department of the Trial Court of the
Commonwealth of Massachusetts in Civil Action No. 01-01755 and (iii) property of
Events located in the State of California not to exceed $661,477.83 pursuant to
the Writ of Attachment dated October 24, 2002 issued by the Los Angeles County
Superior Court in Case No. BC 280084 and (y) other property of Events not to
exceed $1,000,000 in the aggregate; provided, however, that the Borrower shall
give the Administrative Agent notice on the same day that it receives notice
(whether oral or written) of any new attachments by Interface or any other party
on any property of any Loan Party.
(b) EBITDA. The Lenders party hereto hereby agree to waive, on an
interim basis until Waiver Termination only, any Default or Event of Default
that may have occurred or may occur solely by reason of the failure of the
Borrower to comply with Section 5.04(i)(a)(3) of the Credit Agreement.
(c) Deposit Accounts. The Lenders party hereto hereby agree to
waive, on an interim basis until Waiver Termination only, any Default or Event
of Default that may have occurred or may occur solely by reason of the failure
of any Loan Party to deliver to the Collateral Agent, pursuant to Section
5.01(o)(iv) of the Credit Agreement, executed account control agreements with
respect to the accounts listed on Schedule 1 hereto.
(d) Bond Interest Payment. The Lenders party hereto hereby agree
to waive on an interim basis until Waiver Termination only, any Default or Event
of Default arising under Section 6.01(e) of the Credit Agreement that may have
occurred or may occur solely by reason of the failure of the Borrower to make
the interest payment due on December 16, 2002 under the Borrower's Subordinated
Debt Indenture dated June 26, 2001.
(e) Repurchase of Convertible Preferred Stock. The Lenders party
hereto hereby agree to waive any Default or Event of Default that may have
occurred or may occur solely by reason of the Borrower's failure to observe the
covenant in Section 5.02(g) of the Credit Agreement due solely to the Borrower's
purchase of a total of 1,400,000 shares of the Borrower's Series B 5.5%
Convertible Redeemable Preferred Stock pursuant to (i) the Sale
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Agreement dated November 7, 2002 among the Borrower, Trinity Fund, Ltd. and
Spirit Fund. Ltd. and (ii) the Sale Agreement dated November 25, 2002 among the
Borrower, ValueAct Capital Partners, L.P., ValueAct Capital Partners II. L.P.
and ValueAct Capital International, Ltd.
(f) Waiver of Change of Control. The Lenders party hereto hereby
agree to waive any Default or Event of Default that may have occurred or may
occur solely by reason of the sales to Triax Holdings Ltd. on December 20, 2002
(i) by SoftBank America, Inc. of 36,699,868 shares of common stock of the
Borrower and (ii) by Softbank Holdings Inc. of 332 shares of common stock of the
Borrower.
(g) Period of Effectiveness. The waivers set forth in clauses (a),
(b), (c) and (d) above shall be effective solely during the period commencing on
the effectiveness of this Amendment No. 4 and ending at Waiver Termination, at
which time the foregoing waivers shall terminate and be of no further force or
effect. "WAIVER TERMINATION" means the earliest to occur of:
(i) 12:01 A.M. (New York time) on February 1, 2003;
(ii) the occurrence of any Default or Event of Default,
other than as addressed herein, under the Loan Documents; and
(iii) other than with respect to (x) Obligations under the
Loan Documents or (y) the attachments waived pursuant to Section 2(a),
the commencement by any holder of Debt or other obligations of the
Borrower or any of its Restricted Subsidiaries of the exercise of any
remedy (including, without limitation, acceleration or the making of a
demand under any guaranty entered into in connection therewith) or the
taking of any other action in furtherance of collection or enforcement
of any claim or Lien against the Borrower or any of its Subsidiaries or
any of their respective assets.
(h) Limited Effect. Except as provided in clauses (a), (b), (c),
(d), (e) or (f) above, this Section 2 shall not operate as a waiver of any
right, remedy, power or privilege of the Administrative Agent or the Lender
Parties under the Credit Agreement or any other Loan Document or of any other
term or condition of the Credit Agreement or any other Loan Document. Without
limiting the generality of the foregoing, upon Waiver Termination, the
Administrative Agent or the Lender Parties may proceed to exercise any and all
of their respective rights and remedies, including, without limitation, their
rights and remedies in connection with any then-existing Default or Event of
Default referred to clauses (a), (b), (c) or (d) in this Section 2.
Section 3. Waiver Of And Consent To Von Asset Sale. The Lender Parties
hereto hereby agree to waive any Default or Event of Default that may occur
solely by reason of the Borrower's failure to observe the covenant in Section
5.02(e)(ii) of the Credit Agreement due solely to the transactions contemplated
by the Von Sale Agreement (as defined below), and the Collateral Agent is hereby
directed upon the Administrative Agent's receipt of the Closing Amount (x) to
deliver to the purchaser an executed "Release of Intellectual Property Security
Interest" in form and substance satisfactory to the Collateral Agent covering
Collateral sold pursuant to the Von Sale Agreement and (y) to deliver to the
purchaser a UCC-3 in the form
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previously provided to the Borrower by Collateral Agent. The Borrower hereby
represents and warrants that, other than the current employment of Xxxxxxx
Xxxxxx by the Borrower, the purchasers under the Von Sale Agreement are not
affiliated in any way with any Loan Party or any officer or director thereof.
Section 4. Confirmation By Loan Parties Of Obligations. (a) The Loan
Parties acknowledge and agree that the aggregate principal amount of the
Revolving Credit Advances, Letter of Credit Advances, Term Loan Advances and
Available Amount under outstanding Letters of Credit under the Credit Agreement
as of January 23, 2003 are as follows:
----------------------------------------------------------------
Revolving Credit Advances $ 80,000,000
----------------------------------------------------------------
Letter of Credit Advances $ 1,768,986
----------------------------------------------------------------
Term Loan Advances $ 0
----------------------------------------------------------------
Advances $ 81,768,986
----------------------------------------------------------------
Available Amount under outstanding $ 0
----------------------------------------------------------------
Letters of Credit
----------------------------------------------------------------
The foregoing amounts do not include accrued and unpaid interest, fees, expenses
and other amounts that are chargeable or otherwise reimbursable under the Loan
Documents. Each Loan Party agrees and acknowledges that it has no right of
offset, defense or counterclaim with respect to any of the foregoing
obligations.
Section 5. Limitation On New Extensions Of Credit. The Borrower and the
Lenders party hereto hereby agree that at all times after the date hereof (a)
the sum of the Advances and the Available Amount under outstanding Letters of
Credit shall not exceed $81,768,986 (such excess, the "MAXIMUM AMOUNT"), and (b)
the Borrower shall not deliver, and the Lenders and the Issuing Bank shall not
honor, any Notice of Borrowing, Notice of Issuance, Notice of Renewal or other
document the honoring of which would result in the sum of the Advances and the
Available Amount under outstanding Letters of Credit exceeding the Maximum
Amount; provided that the Maximum Amount may be increased at any time at the
sole discretion of, and upon receipt by the Administrative Agent of the written
consent of, the Required Lenders; provided further that any increase in the
Maximum Amount shall not increase the Commitments of any Lender under any
Facility unless such Lender shall have consented thereto in accordance with
Section 9.01 of the Credit Agreement.
Section 6. Amendments. (a) Definitions.(i) Section 1.01 of the Credit
Agreement is amended by inserting the following definitions in the proper
alphabetical order:
"AMENDMENT NO. 4 EFFECTIVE DATE" means the date on which all
of the conditions to effectiveness of Amendment No. 4 and Waiver No. 1
to the Credit Agreement, dated January 23, 2003, among the Loan
Parties, the Lender Parties thereto and the Administrative Agent, shall
have been met pursuant to the terms thereof.
"VARIANCE REPORT" shall have the meaning given such term in
Section 5.03(l).
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"VON SALE AGREEMENT" means the Asset Purchase Agreement dated
January 23, 2003 among Key3Media Von Events, Inc., Events, Xxxxxx.xxx
Von Events, Inc. and Xxxxxxx Xxxxxx.
(ii) Section 1.01 of the Credit Agreement is further
amended by:
(A) amending the definition of "Eligible
Assignee" by deleting the following phrase therein:
"as approved (so long as no Event of Default has occurred and
is continuing at the time of the relevant assignment pursuant
to Section 9.07) by the Borrower (such approval not to be
unreasonably withheld)" and
(B) amending the definition of "NET CASH
PROCEEDS" by deleting the following proviso clause therein:
"provided further that Net Cash Proceeds shall not include any
such cash receipts arising from any sale, lease, transfer or
other disposition of any asset or any Extraordinary Receipt to
the extent such cash receipts are reinvested in the business
of the Borrower and its Subsidiaries within 6 months following
the date of receipt"
(b) Reduction of Revolving Credit Commitments. Section 2.05(b) of
the Credit Agreement is amended by inserting the following at the end thereof:
"(iii) On the Amendment No. 4 Effective Date, (A) the
Revolving Credit Facility shall be permanently reduced by $10,000,000
and (B) the Revolving Credit Commitment of each Revolving Credit Lender
shall be permanently reduced by such Lender's Pro Rata Share of the
amount set forth in the preceding clause (A)."
(c) Mandatory Prepayment. Section 2.06(b) of the Credit Agreement
is amended by deleting in clause (i)(A) thereof the following parenthetical:
"(other than any sale, lease, transfer or other disposition of
assets pursuant to clause (i) of Section 5.02(e) or to the
extent such Net Cash Proceeds are being reinvested in the
business of the Borrower and its Subsidiaries within 6 months
from receipt of such Net Cash Proceeds)".
(d) Monthly Interest. Section 2.07(a) of the Credit Agreement is
amended by:
(i) inserting the following proviso at the end of clause
(i) thereof:
"provided that, all interest on Base Rate Advances accrued up
to and including the Amendment No. 4 Effective Date shall be
payable on the Amendment No. 4 Effective Date, and beginning
on the day immediately following the Amendment No. 4 Effective
Date, interest on Base Rate Advances shall be payable in
arrears monthly on the last Business Day of each month during
such periods and on the date such Base Rate Advance shall be
Converted or paid in full."
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(ii) inserting the following proviso at the end of clause
(ii) thereof:
"provided that, all such interest on Eurodollar Rate Advances
accrued up to and including the Amendment No. 4 Effective Date
shall be payable on the Amendment No. 4 Effective Date, and
beginning on the day immediately following the Amendment No. 4
Effective Date, interest on Eurodollar Rate Advances shall be
payable in arrears monthly on the last Business Day of each
month during such Interest Period and on the date such
Eurodollar Rate Advance shall be Converted or paid in full."
(e) Monthly Default Interest. Section 2.07(b) of the Credit
Agreement is amended by inserting the following immediately after the phrase
"payable in arrears on the dates referred to in clause (a)(i) or (a)(ii) above":
"and, beginning on the Amendment No. 4 Effective Date, on the
last Business Day of each month"
(f) Defaulting Lenders. Section 2.15(c) of the Credit Agreement is
amended by inserting immediately after the phrase "MS&Co." in the second
sentence the words "or with such other bank or other financial institution as
the Administrative Agent shall designate", and inserting immediately after the
phrase "MS&Co.'s" in the third sentence thereof the words "(or such other bank's
or financial institution's)".
(g) Affirmative Covenants. Section 5.01 of the Credit Agreement is
amended as follows:
(i) Section 5.01(l) is amended in its entirety by
replacing the phrase "Intentionally Omitted." with the following:
"Annual Agency Fee. On the Amendment No. 4 Effective Date, the Borrower
shall pay the Successor Administrative Agent a nonrefundable $60,000
administrative fee, and on each anniversary of the Amendment No. 4
Effective Date, the Borrower shall pay the Successor Administrative
Agent a $60,000 administrative fee, which shall be refunded by the
Successor Administrative Agent (calculated on a monthly pro rata basis)
in the event the Successor Administrative Agent resigns or is replaced
as Administrative Agent after the first year anniversary of the
engagement of the Successor Administrative Agent.
(ii) Section 5.01(o) of the Credit Agreement is amended by
inserting the following at the end thereof:
"(v) Not later than 30 days after the Amendment No. 4
Effective Date, (a) each Grantor (as defined in the Security Agreement)
(i) shall close all of its deposit accounts (as defined in Section
9.102 of the Uniform Commercial Code as in effect from time to time in
the State of New York) with respect to which the Collateral Agent has
not received, on or prior to such date, an executed Deposit Account
Control Agreement in form and substance satisfactory to the Collateral
Agent (a "DEPOSIT ACCOUNT CONTROL AGREEMENT") and (ii) shall provide
the Collateral Agent with written confirmation of the closure of any
such deposit accounts. Any Grantor required to close a deposit account
pursuant to the preceding sentence shall transfer all funds from such
deposit account into
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another deposit account in the name of such Grantor with respect to
which a Deposit Account Control Agreement is in effect on such date;
and (b) the Administrative Agent shall have received from Events (i) a
lost note certificate for the Note in the amount of 2,406,523.28
Mexican Pesos dated February 22, 1999 issued by ZD Events SA to Events,
as successor to ZD Events Inc. and (ii) a replacement note, accompanied
by a duly executed instrument of transfer or assignment in blank, all
in form and substance satisfactory to the Administrative Agent."
(h) Negative Covenants. Section 5.02 of the Credit Agreement is
amended by inserting at the end thereof the following:
"(s) Payments to Foreign Subsidiaries. Make, or permit any of
is Domestic Subsidiaries to make, after the Amendment No. 4 Effective
Date, directly or indirectly, any Investments in or payments to any
Foreign Subsidiary (other than Investments in an aggregate amount not
exceeding $500,000 in respect of products and services provided in the
ordinary course of business and consistent with past practices).
(t) Extraordinary Payments. Enter into, or permit any of its
Subsidiaries to enter into, after the Amendment No. 4 Effective Date,
any contract obligating it to make any extraordinary payment or make,
or permit any of its Subsidiaries to make, after the Amendment No. 4
Effective Date, any extraordinary payment which it is not obligated to
make pursuant to a contract in effect on November 1, 2002."
(i) Events of Default. Section 6.01 of the Credit Agreement is
amended by deleting clause (c) thereof and inserting in its place the following:
"(c) the Borrower shall fail to perform or
observe any term, covenant or agreement contained in Xxxxxxx
0.00, 0.00(x), (x), (x) or (o)(v), 5.02, 5.03, or 5.04."
(j) Agents and Affiliates. Section 8.03 of the Credit Agreement is
amended by replacing the entire section as follows:
"SECTION 8.03 Agents and Affiliates. With respect to its
Commitments, the Advances made by it and the Notes issued to it, each
Agent (whether current or former) shall have the same rights and powers
under the Loan Documents as any other Lender Party and may exercise the
same as though it were not an Agent; and the term "Lender Party" or
"Lender Parties" shall, unless otherwise expressly indicated, include
such Agent in its individual capacities. Each Agent (whether current or
former) and its respective affiliates may accept deposits from, lend
money to, act as trustee under indentures of, accept investment banking
engagements from and generally engage in any kind of business with, any
Loan Party, any of its Subsidiaries and any Person that may do business
with or own securities of any Loan Party or any such Subsidiary, all as
if such Agent was not an Agent and without any duty to account therefor
to the Lender Parties."
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(k) Successor Agents. Section 8.06 of the Credit Agreement is
amended by: (i) deleting the phrase "both facilities" in the fourth sentence
thereof and replacing such phrase with "the Revolving Credit Facility" and (ii)
deleting the fifth sentence thereof in its entirety.
Section 7. Representations Correct; No Default. The Borrower represents
and warrants that, except as expressly waived hereby, on and as of the date
hereof (i) the representations and warranties contained in the Credit Agreement,
other than the representation set forth in Section 4.01(f), (g) and (n) thereof,
are true as though made on and as of the date hereof (except to the extent a
representation or warranty references a specific date, in which case, such
representation or warranty is true as of such date) and (ii) no Default or Event
of Default has occurred and is continuing.
Section 8. Governing Law. This Amendment No. 4 shall be governed by and
construed in accordance with the laws of the State of New York.
Section 9. Counterparts. This Amendment No. 4 may be signed in any
number of counterparts, each of which shall be an original, with the same effect
as if the signatures thereto and hereto were upon the same instrument.
Section 10. Resignation. In accordance with Section 8.06 of the Credit
Agreement, MSSFI hereby resigns as Administrative Agent, and MSCI hereby resigns
as Collateral Agent, in each case effective as of the date hereof as to all of
the Facilities (subject in the case of MSCI to Section 13 hereof). This Section
11 shall constitute notice of such resignations as required pursuant to Section
8.06 of the Credit Agreement.
Section 11. Appointment Of Successor Administrative Agent. In
accordance with Section 8.06 of the Credit Agreement, the Lenders party hereto
hereby appoint, and each Loan Party hereby approves, Wilmington Trust Company
("WTC") as successor Administrative Agent (in such capacity, the "SUCCESSOR
ADMINISTRATIVE AGENT"). WTC hereby accepts its appointment as Successor
Administrative Agent. Effective as of the date hereof, the Successor
Administrative Agent shall succeed to and become vested with all of the rights,
powers, privileges and duties of Administrative Agent under the Loan Documents,
and MSSFI shall be discharged from all duties and obligations as Administrative
Agent. The Borrower shall pay all reasonable out-of-pocket expenses incurred by
the Successor Administrative Agent (including but not limited to reasonable
attorneys fees and expenses) incurred in connection with the review and
negotiation of Amendment No. 4 and the legal due diligence associated with the
appointment of the Successor Administrative Agent. The Successor Administrative
Agent shall bear no responsibility or liability for any actions taken or omitted
to be taken by any prior Administrative Agent while it served as Administrative
Agent under the Loan Documents.
Section 12. Appointment Of Successor Collateral Agent. In accordance
with Section 8.06 of the Credit Agreement, the Lenders party hereto hereby
appoint, and each Loan Party hereby approves, WTC as successor Collateral Agent
(in such capacity, the "SUCCESSOR COLLATERAL AGENT") and vest WTC with all of
the rights, powers, privileges and duties of Collateral Agent under the
Collateral Documents and each other applicable Loan Document. WTC hereby accepts
its appointment as Successor Collateral Agent. The appointment of WTC as
Collateral Agent shall be effective immediately upon the effectiveness of this
Amendment and
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(notwithstanding anything to the contrary in such Section 8.06), WTC shall
thereupon succeed to and become vested with all of the rights, powers,
privileges and duties of Collateral Agent and MSCI shall be discharged from all
duties and obligations as Collateral Agent. MSCI agrees to execute, deliver,
file and/or record any tangible collateral, instruments, agreements,
certificates or other documents (or amendments or supplements thereto)
reasonably requested by WTC (and at the sole cost and expense of the Borrower)
to continue the perfection of the Liens granted by the Collateral Documents.
Section 13. Further Assurances. Each of MSCI, MSSFI, the Borrower, the
Guarantors, and WTC shall promptly take such actions as each of them deems
necessary or desirable to give effect to the agreements set forth herein.
Section 14. Provisions Governing Agents. With respect to any actions
taken or omitted to be taken as a Administrative Agent or Collateral Agent prior
to its resignation or discharge from such capacity, each of MSSFI and MSCI are
entitled to the full benefits of the applicable provisions of the Loan Documents
(including, without limitation, Sections 8.05(a) and 9.04 of the Credit
Agreement). The Borrower and the Lenders party hereto recognize that the
indemnification and limitation of liability provisions of each of the underlying
Loan Documents (including, without limitation, Sections 8.05 and 9.04 of the
Credit Agreement) shall apply to and include WTC from and including the
Effective Date of Amendment No. 4.
Section 15. Effectiveness. This Amendment No. 4 shall become effective
(and shall be binding on all Lenders) as of the date hereof when:
(i) the Administrative Agent shall have received from
each of the Borrower and the Required Lenders a counterpart hereof
signed by such party or facsimile or other written confirmation (in
form satisfactory to the Administrative Agent) that such party has
signed a counterpart hereof;
(ii) the Borrower shall have received from the purchaser
under the Von Sale Agreement the purchase price provided for thereunder
less the Closing Amount;
(iii) the Administrative Agent shall have received from the
purchaser under the Von Sale Agreement an amount equal to $991,317.18
(the "CLOSING AMOUNT") consisting of (a) $289,464.15 on account of
interest accrued up to and including the Amendment No. 4 Effective Date
pursuant to Section 2.07(a) of the Credit Agreement, as amended hereby
and (b) $701,853.03 on account of expenses submitted by the Agent to
the Borrower for payment.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 4
to be duly executed as of the date first above written.
KEY3MEDIA GROUP INC., as Borrower
By: _________________________________
Name:
Title:
KEY3MEDIA EVENTS, INC., as a Guarantor
By: ____________________________________
Name:
Title:
KEY3MEDIA ADVERTISING, INC., as a
Guarantor
By: ____________________________________
Name:
Title:
KEY3MEDIA BCR EVENTS, INC, as a
Guarantor
By: ____________________________________
Name:
Title:
KEY3MEDIA VON EVENTS, INC., as a
Guarantor
By: ____________________________________
Name:
Title:
1
KEY3MEDIA BIOSEC CORP., as a
Guarantor
By: ____________________________________
Name:
Title:
2
XXXXXX XXXXXXX SENIOR
FUNDING, INC., as resigning
Administrative Agent
By: ____________________________________
Name:
Title:
XXXXXX XXXXXXX & CO.
INCORPORATED, as resigning
Collateral Agent
By: ____________________________________
Name:
Title:
3
WILMINGTON TRUST COMPANY,
as Successor Administrative Agent, and
Successor Collateral Agent
By: ____________________________________
Name:
Title:
4
FLEET NATIONAL BANK
By: ____________________________________
Name:
Title:
5
XXXXX FARGO BANK, N.A.
By: ____________________________________
Name:
Title:
6
BNP PARIBAS
By: ____________________________________
Name:
Title:
By: ____________________________________
Name:
Title:
7
AVENUE SPECIAL SITUATIONS
FUND II, L.P.
By: Avenue Capital Partners II, LLC,
as General Partner
By: GLS Partners II, LLC,
as Managing Member of General Partner
By: _____________________________________
Name:
Title:
8
EVENT PARTNERS DEBT
ACQUISITION, L.L.C
By: ____________________________________
Name:
Title:
9
XXXXXX XXXXXX STRATEGIC
OPPORTUNITIES PARTNERS, L.P.
By: ____________________________________
Name:
Title:
10
Schedule I
None
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