FIFTH SUPPLEMENTAL INDENTURE
FIFTH
SUPPLEMENTAL INDENTURE
FIFTH
SUPPLEMENTAL INDENTURE (this “Supplemental
Indenture”),
entered into as of May 2, 2007, among Advanstar Communications Inc., a New
York
corporation (the “Company”),
the
guarantors party hereto (the “Guarantors”)
and
Xxxxx Fargo Bank, N.A. (successor by merger to Xxxxx Fargo Bank Minnesota,
N.A.), as trustee (the “Trustee”).
RECITALS
WHEREAS,
the Company, the Guarantors party thereto and the Trustee entered into the
Indenture, dated as of August 18, 2003 (the “Original Indenture”),
among
Advanstar Communications Inc., a New York corporation (the “Company”)
the
Guarantors party thereto (the “Guarantors”)
and
Xxxxx Fargo Bank, N.A. (successor by merger to Xxxxx Fargo Bank Minnesota,
N.A.)
(the “Trustee”),
as
amended or supplemented by the First Supplemental Indenture dated June 16,
2005,
the Second Supplemental Indenture dated June 16, 2005, the Third Supplemental
Indenture dated August 19, 2005 and the Fourth Supplemental Indenture dated
December 21, 2006 (the Original Indenture as so amended and supplemented, the
“Indenture”)
relating to the Company’s Second Priority Senior Secured Floating Rate Notes due
2008 (the “Floating
Rate Notes”)
and 10
3/4% Second Priority Senior Secured Notes due 2010 (the “Senior
Secured Notes”
and,
together with the Floating Rate Notes, the “Notes”);
WHEREAS,
the Company has repaid all of the Floating Rate Notes and the Company and the
Guarantors have been discharged from all of their respective obligations with
respect to such Floating Rate Notes;
WHEREAS,
the Company and the Guarantors propose certain amendments to the Indenture
(the
“Proposed
Amendments”),
which
Proposed Amendments must be approved with the consent of the holders (the
“Holders”)
of a
majority of the outstanding aggregate principal amount of the Senior Secured
Notes;
WHEREAS,
the Company and the Guarantors also propose certain additional amendments to
the
Indenture (the “Additional
Amendments”
and
together with the Proposed Amendments, the “Amendments”),
which
Additional Amendments must be approved with the consent of the Holders of at
least two-thirds of the outstanding aggregate principal amount of the Senior
Secured Notes;
WHEREAS,
the Company has made an offer to purchase the Senior Secured Notes and solicited
the consents of the Holders of the Senior Secured Notes to the Amendments
pursuant to the Offer to Purchase and Consent Solicitation Statement dated
April
19, 2007 (the “Tender
Offer and Consent Solicitation”),
each
upon the terms and subject to the conditions set forth therein;
WHEREAS,
pursuant to the Tender Offer and Consent Solicitation, Company has received
valid consents of the Holders of at least a majority in outstanding aggregate
principal amount of the Senior Secured Notes consenting to the substance of
the
Proposed Amendments set forth in this Supplemental Indenture;
WHEREAS,
pursuant to the Tender Offer and Consent Solicitation, the Company has received
valid consents of the Holders of at least two-thirds in outstanding aggregate
principal amount of the Senior Secured Notes consenting to the substance of
the
Additional Amendments set forth in this Supplemental Indenture;
WHEREAS,
all conditions and requirements necessary to make this Supplemental Indenture
a
valid, binding, and legal instrument in accordance with the terms of the
Indenture have been performed and fulfilled and the execution and delivery
hereof have been in all respects duly authorized; and
WHEREAS,
pursuant to Section 9.06 of the Indenture, the Trustee is authorized to execute
and deliver this Supplemental Indenture.
NOW,
THEREFORE, in consideration of the premises herein contained and for other
good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, it is mutually covenanted and agreed as follows:
Section
1.
Defined
Terms.
Capitalized terms used herein and not otherwise defined herein are used as
defined in the Indenture.
Section
2.
Proposed
Amendments to Indenture.
Effective as of the Amendment Effective Date for the Proposed Amendments (as
defined below):
(a) The
following Sections of the Indenture shall be deleted in their entirety and
replaced with the phrase “Intentionally Omitted”:
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Existing
Section Number
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Caption
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Section
4.03 in its entirety
|
Reports
|
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Section
4.04 in its entirety
|
Compliance
Certificate
|
|
Section
4.05 in its entirety
|
Taxes
|
|
Section
4.07 in its entirety
|
Restricted
Payments
|
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Section
4.08 in its entirety
|
Dividend
and Other Payment Restrictions Affecting Restricted
Subsidiaries
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Section
4.09 in its entirety
|
Incurrence
of Indebtedness and Issuance of Preferred Stock
|
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Section
4.11 in its entirety
|
Transactions
with Affiliates
|
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Section
4.12 in its entirety
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Liens
|
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Section
4.13 in its entirety
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Corporate
Existence
|
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Section
4.15 in its entirety
|
Limitation
on Sale and Leaseback Transactions
|
|
Section
4.16 in its entirety
|
Additional
Note Guarantees
|
|
Clause
(d) of Section 4.17
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Further
Assurances; Collateral Inspections and Reports; Costs and
Indemnification
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(b) Section
5.01 of the Indenture captioned “Merger, Consolidation, or Sale of Assets” is
hereby amended by deleting each of clause (c), clause (d) and the last sentence
of Section 5.01.
(c) Section
6.01 of the Indenture captioned “Events of Default” is hereby amended deleting
each of clauses (d), (e), (f), (g), (j) and (k) and replacing them with the
phrase “Intentionally Omitted”.
(d) Section
8.04 of the Indenture captioned “Conditions to Legal or Covenant Defeasance” is
hereby amended by deleting each of clauses (c), (e) and (f) and replacing them
with the phrase “Intentionally Omitted”.
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(e) Any
definitions used exclusively in the provisions of the Indenture which no longer
apply to the Notes pursuant to Paragraphs (a) through (d) of this Section 2
are
hereby deleted in their entirety from the Notes and in the Indenture shall
no
longer apply with respect to the Notes and all references to paragraphs,
sections, articles or other terms or provisions of the Indenture which no longer
apply to the Notes pursuant to Paragraphs (a) through (d) of this Section 2
above are hereby deleted in their entirety from the Notes and in the Indenture
shall no longer apply to the Notes.
Section
3.
Additional
Amendments to the Indenture.
Effective as of the Amendment Effective Date for the Additional Amendments
(as
defined below):
(a) The
following Sections of the Indenture shall be deleted in their entirety and
replaced with the phrase “Intentionally Omitted”:
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Existing
Section Number
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Caption
|
|
Section
4.10 in its entirety
|
Asset
Sales
|
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Section
4.14 in its entirety
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Offer
to Repurchase upon Change of Control
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Clauses
(a), (b), (c) and (e) of Section 4.17
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Further
Assurances; Collateral Inspections and Reports; Costs and
Indemnification
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(b) Any
definitions used exclusively in the provisions of the Indenture which no longer
apply to the Notes pursuant to this Paragraph (a) of this Section 3 are hereby
deleted in their entirety from the Notes and in the Indenture shall no longer
apply to the Notes, and all references to paragraphs, sections, articles or
other terms or provisions of the Indenture which no longer apply to the Notes
pursuant to Paragraphs (a) of this Section 3 above are hereby deleted in their
entirety from the Notes and in the Indenture shall no longer apply to the
Notes.
(c) The
Second
Priority Liens are hereby released in their entirety.
The
Trustee will instruct the Collateral Agent to execute and deliver and the
Collateral Agent will promptly execute and deliver, such instruments
effectuating or confirming such release of the Second Priority Liens which
will
have the effect solely of releasing such Second Priority Liens as to the
Collateral described therein, on customary terms and without any recourse,
representation, warranty or liability whatsoever.
Section
4.
Indenture
Ratified.
Except
as hereby otherwise expressly provided, the Indenture is in all respects
ratified and confirmed, and all the terms, provisions and conditions thereof
shall be and remain in full force and effect.
Section
5.
Counterparts.
This
Supplemental Indenture may be signed in various counterparts which together
will
constitute one and the same instrument.
Section
6.
Supplemental
Indenture Is a Supplement To Indenture.
This
Supplemental Indenture is an amendment supplemental to the Indenture and this
Supplemental Indenture will henceforth be read together.
Section
7.
Governing
Law.
This
Supplemental Indenture shall be governed by and construed in accordance with
the
laws of the State of New York.
Section
8.
References
to Supplemental Indenture.
Any and
all notices, requests, certificates and other instruments executed and delivered
after the execution and delivery of this Supplemental Indenture may refer to
the
Indenture without making specific reference to this Supplemental Indenture,
but
nevertheless all such references to the Indenture shall include this
Supplemental Indenture unless the context otherwise requires.
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Section
9.
Effect
of this Supplemental Indenture.
From and
after the Amendment Effective Date, the Indenture shall be deemed to be modified
as herein provided but except as modified hereby, the Indenture shall continue
in full force and effect. The Indenture as modified hereby shall be read taken
and construed as one and the same instrument.
Section
10. Severability.
In the
event that any provisions of this Supplemental Indenture shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired
thereby.
Section
11. Trust
Indenture Act.
If any
provisions hereof limit, qualify or conflict with any provisions of the Trust
Indenture Act of 1939 required under the Trust Indenture Act of 1939 to be
a
part of and govern this Supplemental Indenture, the provisions of the Trust
Indenture Act of 1939 shall control. If any provision hereof modifies or
excludes any provision of the Trust Indenture Act of 1939 that pursuant to
the
Trust Indenture Act of 1939 may be so modified or excluded, the provisions
of
the Trust Indenture Act of 1939 as modified or excluded hereby shall
apply.
Section
12. Trustee
Makes No Representation.
The
Trustee makes no representation as to the validity or adequacy of this
Supplemental Indenture or the recitals contained herein.
Section
13. Effect
of Headings.
The
section headings herein are for convenience only and shall not affect the
construction thereof.
Section
14. Effectiveness.
This
Supplemental Indenture shall become effective upon execution by the Company,
the
Guarantors and the Trustee. As used herein, the “Amendment
Effective Date”
shall
mean (i) with respect to Proposed Amendments, the date that the Company delivers
written notice to the Trustee that consents have been received from Holders
of
at least a majority of the then outstanding aggregate principal amount of Senior
Secured Notes and the related Notes have been accepted for purchase in the
Tender Offer and Consent Solicitation and (ii) with respect to the Additional
Amendments, the date that the Company delivers written notice to the Trustee
that consents have been received from Holders of at least two-thirds of the
then
outstanding aggregate principal amount of the Senior Secured Notes and the
related Notes have been accepted for purchase in the Tender Offer and Consent
Solicitation.
[Signature
Page Follows]
4
IN
WITNESS
WHEREOF, the parties hereto have caused this Fifth Supplemental Indenture to
be
duly executed as of the date first above written.
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By:
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/s/
Xxxxxxxx X. Xxxxxx
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Name: |
Xxxxxxxx
X. Xxxxxx
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Title: | Vice President - Finance and Chief Financial Officer | ||
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CME2,
INC.,as
Guarantor
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By:
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/s/
Xxxxxxxx X. Xxxxxx
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Name: |
Xxxxxxxx
X. Xxxxxx
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Title: | Vice President - Finance and Chief Financial Officer | ||
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PROJECT
GLOBAL TRADESHOW, INC.,as
Guarantor
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By:
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/s/
Xxxxxxxx X. Xxxxxx
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Name: |
Xxxxxxxx
X. Xxxxxx
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Title: | Vice President - Finance and Chief Financial Officer | ||
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MEN’S
APPAREL GUILD IN CALIFORNIA,
INC.,
as
Guarantor
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By:
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/s/ Xxxxxxxx X. Xxxxxx | |||
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Name: | Xxxxxxxx X. Xxxxxx | ||
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Title: | Vice President - Finance and Chief Financial Officer | ||
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APPLIED
BUSINESS
TELECOMMUNICATIONS,
as Guarantor
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By:
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/s/ Xxxxxxxx X. Xxxxxx | |||
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Name: | Xxxxxxxx X. Xxxxxx | ||
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Title: | Vice President - Finance and Chief Financial Officer | ||
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XXXXX
FARGO BANK, N.A.,
as
Trustee
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By:
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/s/ Xxxx X. Xxxxxxx | |||
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Name: | Xxxx X. Xxxxxxx | ||
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Title: | Vice President | ||
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