EXECUTION VERSION
FIFTH AMENDMENT, CONSENT AND AGREEMENT, dated as of March 31, 2000
(this "Fifth Amendment"), to the Credit Agreement dated as of October 28, 1997
(as heretofore amended, supplemented or otherwise modified, the "Credit
Agreement"), among CARIBINER INTERNATIONAL, INC., a Delaware corporation (the
"Parent"), CARIBINER, INC., a New York corporation (the "Company"; together with
the Parent, the "Borrowers"), the several banks and other financial institutions
from time to time parties thereto (the "Lenders"), THE CHASE MANHATTAN BANK, as
Administrative Agent for the Lenders (in such capacity, the "Administrative
Agent") and XXXXXXX XXXXX CAPITAL CORPORATION, as Syndication Agent (in such
capacity, the "Syndication Agent"; collectively with the Administrative Agent,
the "Agents").
W I T N E S S E T H :
- - - - - - - - - -
WHEREAS, the Borrowers, the Lenders and the Agents are parties to
the Credit Agreement, pursuant to which the Lenders have agreed to make, and
have made, certain loans and other extensions of credit to the Borrowers on the
terms and subject to the conditions thereof;
WHEREAS, pursuant to the Fourth Amendment to the Credit Agreement
dated as of December 23, 1999, the Lenders waived compliance with certain
financial covenants contained in the Credit Agreement and consented to the AV
Sale;
WHEREAS, the Borrowers have determined to defer the AV Sale
indefinitely and instead have proposed to Dispose of (a) certain assets of the
domestic Loan Parties and the Capital Stock of the Foreign Subsidiaries that
collectively comprise the communications businesses of the Parent and its
Subsidiaries (the "Communications Business") and (b) the Capital Stock of
Melville Exhibition Services Ltd. and certain assets of Corporate Technical
Services Ltd.;
WHEREAS, the Borrowers have requested that the Lenders consent to
such Dispositions, and in connection therewith, waive compliance by the Debtors
with certain covenants contained in the Credit Agreement and amend certain
provisions of the Credit Agreement; and
WHEREAS, the Lenders are willing to agree to the requested consents,
waivers and amendments, but only on the terms and subject to the conditions
contained herein;
NOW THEREFORE, in consideration of the premises and for other good
and valuable consideration, the receipt of which is hereby acknowledged, the
Borrowers, the Lenders and the Administrative Agent hereby agree as follows:
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SECTION 1. DEFINITIONS.
Capitalized terms used herein and not otherwise defined shall have
their respective meanings set forth in the Credit Agreement.
SECTION 2. AMENDMENTS.
2.1 Amendments to Section 1.01 of the Credit Agreement. (a) Section
1.01 of the Credit Agreement is hereby amended by (i) deleting in their entirety
the definitions of the terms "Applicable Margin", "Consultant", "Interest
Payment Date", "L/C Fee Payment Date" and "Majority Lenders" and (ii) adding the
following new definitions in their proper alphabetical order:
""Applicable Margin" means with respect to (a) Eurodollar Loans,
3.00% and (b) ABR Loans, 2.00%.
"Communications Business" means the communications businesses of the
Parent and its Subsidiaries.
"Consultant" means Xxxxxxxx & Xxxxx, LLC or another firm or
individual specializing in providing financial consulting and
advisory services that is reasonably satisfactory to the Borrowers
and the Administrative Agent.
"Deferred Amendment Fee Letters" shall mean the collective reference
to the letters from the Borrowers to each Lender, substantially in
the form of Exhibit A to the Fifth Amendment, as amended,
supplemented or otherwise modified from time to time.
"Fifth Amendment" shall mean the Fifth Amendment, Consent and
Agreement, dated as of March 31, 2000, to this Agreement.
"Fifth Amendment Effective Date" has the meaning assigned thereto in
the Fifth Amendment.
"Interest Payment Date" means (a) with respect to any ABR Loan, the
last day of each month and (b) with respect to any Eurodollar Loan,
the last day of the Interest Period applicable to the Borrowing of
which such Loan is a part and, in the case of a Eurodollar Borrowing
with an Interest Period of more than one months' duration, each day
prior to the last day of such Interest Period that occurs at
intervals of one months' duration after the first day of such
Interest Period.
"L/C Fee Payment Date" means the last day of each month.
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"Majority Lenders" means, at any time, the holders of more than 66
2/3% of the sum of the Available Commitments, the Term Loan Exposure
and the Revolving Credit Exposure of all Lenders at such time.".
(b) Section 1.01 of the Credit Agreement is hereby further amended
by deleting the provisos to the definitions of the terms "Asset Sale" and
"Recovery Event".
(c) Section 1.01 of the Credit Agreement is hereby further amended
by (i) deleting the word "and" immediately following subsection (d) of
definition of the term "Consolidated Unadjusted EBITDA" and inserting a comma in
lieu thereof and (ii) inserting the following phrase immediately after
subsection (e) of said definition:
"and (f) corporate transition costs of the type described in the
definition of Net Cash Proceeds in an amount not to exceed
$3,000,000.".
(d) Section 1.01 of the Credit Agreement is hereby further amended
by inserting the word "further" immediately after the word "provided" in the
existing proviso to the definition of the term "Interest Period" and inserting
the following new proviso immediately before the existing proviso to said
definition:
"provided that the interest period for all Eurodollar Loans
borrowed, continued or converted at any time after the Fifth
Amendment Effective Date shall be one month;"
(e) Section 1.01 of the Credit Agreement is hereby further amended
by inserting in the definition of the term "Net Cash Proceeds" the following new
phrase immediately after the word "Subsidiaries" at the end of clause (a) of
said definition:
"and, in the case of Asset Sales relating to the Communications
Business, Asset Sales relating to Corporate Technical Services Ltd.
or the Capital Stock of Melville Exhibition Services Ltd., market
shutdown costs and corporate transition costs arising in connection
with such Asset Sales, in each case as described during the March
15, 2000 Lender meeting,".
(f) Section 1.01 of the Credit Agreement is hereby further amended
by inserting the following parenthetical after the word "fees" where it appears
in the eleventh line of the definition of the term "Obligations":
"(including all fees payable under the Deferred Amendment Fee
Letters)".
2.2 Amendment to Section 2.03 of the Credit Agreement. Section 2.03
of the Credit Agreement is hereby amended by inserting in the second line of
paragraph (a) of said Section the phrase "prior to the Fifth Amendment Effective
Date," immediately before the words "swingline loans".
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2.3 Amendment to Section 2.04 of the Credit Agreement. (a) Section
2.04 of the Credit Agreement is hereby amended by deleting paragraph (b) of said
Section in its entirety and inserting in lieu thereof the following new
paragraph (b):
"(b) The Term Loans of each Term Loan Lender shall be due and
payable on October 1, 2001.".
(b) Section 2.04 of the Credit Agreement is hereby further amended
by deleting paragraph (c) of said Section in its entirety and inserting in lieu
thereof the following new paragraph (c):
"(c) The Borrowers hereby, jointly and severally, unconditionally
promise to pay to the Administrative Agent for the account of the
each Term Loan Lender the principal amount of each Term Loan of such
Term Loan Lender when due and payable as set forth in paragraph (b)
above or on such other dates and in such other amounts as may be
required from time to time pursuant to this Agreement. The Borrowers
hereby, jointly and severally, further agree to pay interest on the
unpaid principal amount of the Term Loans from time to time
outstanding from the date hereof until payment in full thereof at
the rates per annum, and on the dates, set forth in Section 2.09.".
2.4 Amendment to Section 2.06 of the Credit Agreement. (a) Section
2.06 of the Credit Agreement is hereby amended by deleting paragraphs (d) and
(e) of said Section in their entirety and inserting in lieu thereof the
following new paragraphs (d) and (e):
"(d) [Intentionally Omitted.]
(e) [Intentionally Omitted.]".
(b) Section 2.06 of the Credit Agreement is hereby further amended
by deleting the phrases "first," and ", second," from paragraph (h) of said
Section.
(c) Section 2.06 of the Credit Agreement is hereby further amended
by deleting from paragraph (i) of said Section (i) the phrases "first," and ",
second," and (ii) the proviso to said paragraph.
(d) Section 2.06 of the Credit Agreement is hereby further amended
by inserting the following sentence at the beginning of paragraph (l) of said
Section:
"Any prepayments to the Term Loans or reductions of the Revolving
Credit Commitments required to be made pursuant to Section 2.06(h)
or (i) of this Agreement shall be applied ratably in accordance with
the Term Loans then
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outstanding and the Revolving Credit Commitments then in effect as
of the date of any such prepayment or reduction."
2.5 Amendment to Section 2.09 of the Credit Agreement. (a) Section
2.09 of the Credit Agreement is hereby amended by (i) deleting the word
"Accrued" at the beginning paragraph (d) of said Section and (ii) inserting in
lieu thereof the phrase "Except as otherwise provided under Section 2.09(f),
accrued".
(b) Section 2.09 of the Credit Agreement is hereby further amended
by deleting the existing paragraph (c) of said Section an inserting in lieu
thereof the following new paragraph (c):
"(c) Notwithstanding the foregoing, (i) at any time after the
occurrence and during the continuance of an Event of Default, the
Loans shall bear an interest rate per annum equal to 2% plus the
rate applicable to ABR Loans as provided above, and (ii) if any
interest on any Loan or any fee or other amount payable by the
Borrowers (other than principal) hereunder is not paid when due
(whether at stated maturity, by acceleration or otherwise), such
overdue amount shall bear interest at a rate per annum of 2% plus
the rate applicable to ABR Loans as provided above.".
(c) Section 2.09 of the Credit Agreement is hereby further amended
by inserting the following new paragraph (f) at the end of said Section:
"(f) In addition to the interest otherwise provided for under this
Section, the Loans shall bear additional interest at a rate per
annum equal to 1%. Accrued interest under this paragraph shall be
payable in arrears on the earliest to occur of (i) the Revolving
Credit Termination Date, (ii) the date the Loans become due and
payable in accordance with Section 8 hereof and (iii) the date on
which all of the Obligations shall have been paid in full and the
Commitments shall have been terminated.".
2.6 Amendment to Section 3.01 of the Credit Agreement. Section 3.01
of the Credit Agreement is hereby amended by inserting into paragraph (a) of
said Section the parenthetical "(or at any time after the consummation of the
Disposition of the Communications Business, $2,500,000)" at the end of
subsection (i) of the proviso.
2.7 Amendment to Section 4.04 of the Credit Agreement. Section 4.04
of the Credit Agreement is hereby amended by deleting paragraph (b) of said
Section in its entirety and inserting in lieu thereof the following new
paragraph (b):
"(b) Since the Fifth Amendment Effective Date, there has occurred no
event or circumstance which has had a Material Adverse Effect.".
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2.8 Amendment to Section 4.18 of the Credit Agreement. Section 4.18
of the Credit Agreement is hereby amended by deleting said Section in its
entirety and inserting in lieu thereof the following new Section 4.18:
"SECTION 4.18. [Intentionally Omitted.]".
2.9 Amendment to Section 6.01 of the Credit Agreement. Section 6.01
of the Credit Agreement is hereby amended by deleting paragraph (j) of said
Section in its entirety and inserting in lieu thereof the following new
paragraph (j):
"(j) [Intentionally Omitted.]".
2.10 Amendment to Section 6.15 of the Credit Agreement. Section 6.15
of the Credit Agreement is hereby amended by deleting said Section in its
entirety and inserting in lieu thereof the following new Section 6.15:
"SECTION 6.15. Consultant; Investment Banker; Management Reports.
(a) The Borrowers shall at all times continue the retention of a
Consultant on terms and with a scope of retention reasonably
satisfactory to the Borrowers and the Administrative Agent.
(b) Promptly following the delivery of the financial statements
referred to in Section 6.01(c), the Borrowers shall make their Chief
Financial Officer available to the Lenders on a mutually convenient
basis to provide a report on and to discuss such financial
statements.".
2.11 Amendments to Section 7.01 of the Credit Agreement. (a) Section
7.01 of the Credit Agreement is hereby amended by deleting paragraphs (a) and
(b) of said Section in their entirety and inserting in lieu thereof the
following new paragraphs (a) and (b):
"(a) [Intentionally Omitted.]
(b) [Intentionally Omitted.]".
(b) Section 7.01 of the Credit Agreement is hereby further amended
by deleting paragraph (c) of said Section in its entirety and inserting in lieu
thereof the following new paragraph (c):
"(c) Consolidated Unadjusted EBITDA. Permit Consolidated Unadjusted
EBITDA for any period set forth below to be less than the amount set
forth opposite such period:
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Period Amount
------ ------
10/01/99 - 12/31/99 $10,000,000
10/01/99 - 3/31/00 $23,000,000
10/01/99 - 6/30/00 $42,000,000
10/01/99 - 9/30/00 $50,000,000
1/01/00 - 12/31/00 $50,000,000
Any period of four consecutive fiscal $55,000,000;
quarters ending on or after 3/31/01
provided that for purposes of determining compliance with this
covenant Consolidated Unadjusted EBITDA shall be calculated without
reference to the Consolidated Unadjusted EBITDA of assets held for
sale (including the Communications Business, certain assets of
Corporate Technical Services Ltd. and the Capital Stock of Melville
Exhibition Services Ltd.), discontinued operations or assets or
operations similarly classified.".
(c) Section 7.01 of the Credit Agreement is hereby further amended
by deleting paragraph (d) of said Section in its entirety and inserting in lieu
thereof the following new paragraph (d):
"(d) Capital Expenditures. Permit Capital Expenditures to exceed
$25,000,000 in any period comprised of two consecutive fiscal
quarters or $40,000,000 in any period comprised of four consecutive
fiscal quarters commencing with fiscal quarter beginning January 1,
2000.".
2.12 Amendment to Section 7.02 of the Credit Agreement. (a) Section
7.02 of the Credit Agreement is hereby amended by deleting paragraph (f) of said
Section in its entirety and inserting in lieu thereof the following new
paragraph (f):
"(f) [Intentionally Omitted.]".
(b) Section 7.02 of the Credit Agreement is hereby further amended
by (i) inserting into paragraph (j) of said Section the phrase "incurred prior
to the Fifth Amendment Effective Date" immediately after the word "above" in the
second line of said paragraph and (ii) deleting the proviso to said paragraph.
2.13 Amendment to Section 7.03 of the Credit Agreement. Section 7.03
of the Credit Agreement is hereby amended (i) by inserting into paragraph (p) of
said Section the phrase "such Liens first arose and the related Indebtedness
first incurred prior to the Fifth Amendment Effective Date" immediately after
the word "as" in the second line of said paragraph and (ii)
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deleting the phrase "the aggregate principal amount of the Indebtedness so
secured does not exceed $5,000,000 at any time outstanding." from said
paragraph.
2.14 Amendment to Section 7.07 of the Credit Agreement. (a) Section
7.07 of the Credit Agreement is hereby amended by deleting paragraph (e) of said
Section in its entirety and inserting in lieu thereof the following new
paragraph (e):
"(e) [Intentionally Omitted.]".
(b) Section 7.07 of the Credit Agreement is hereby further amended
by (i) inserting into paragraph (h) of said Section the phrase "first made prior
to the Fifth Amendment Effective Date" immediately after the word "business" in
the second line of said paragraph and (ii) deleting the remainder of said
paragraph.
2.15 Amendment to Section 10.01 of the Credit Agreement. Section
10.01 of the Credit Agreement is hereby amended by inserting the following
phrase at the end of the proviso to the second sentence of said Section:
"or (iv) amend or modify Section 7.01(c), 7.06 or paragraph (k) of
Article VIII of the Credit Agreement or provide any consent or
waiver with respect to such Sections without the written consent of
Lenders holding at least 75% of the sum of the Available
Commitments, the Term Loan Exposure and the Revolving Credit
Exposure at the time of any such amendment, modification, consent or
waiver.".
2.16 Amendment to Section 10.06 of the Credit Agreement. Section
10.06 of the Credit Agreement is hereby amended by deleting from paragraph (c)
of said Section (i) the phrase "each of the Parent and" from the fifth and
twelfth lines of said paragraph and (ii) the second proviso to the first
sentence of said paragraph.
SECTION 3. CONSENTS.
3.1 Consent to Communications Sale. The Lenders hereby consent under
Sections 2.06, 7.05, 7.06 and 7.13 of the Credit Agreement to the Disposition of
the Communications Business; provided that (a) such consent shall automatically
terminate and be of no force or effect on May 15, 2000, unless on or prior to
such date the Borrowers (or their applicable Subsidiaries) shall have
consummated such Disposition on terms that generate not less than $79,000,000 of
Net Cash Proceeds, and (b) notwithstanding anything to the contrary contained in
Section 2.06(i) of the Credit Agreement, 75% of the Net Cash Proceeds of such
Disposition (determined without regard to any amounts deposited into any escrow
required pursuant to the definitive documentation relating to such Disposition
and which amounts are payable to the Borrowers upon release), are applied to the
prepayment of the Term Loans and the reduction of the Revolving Credit
Commitments in accordance with Sections 2.06(i) and (l) of the Credit Agreement.
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3.2 Consent to Melville Sale. The Lenders hereby consent under
Sections 2.06, 7.05, 7.06 and 7.13 of the Credit Agreement to the Disposition of
the Capital Stock of Melville Exhibition Services Ltd. and certain assets of
Corporate Technical Services Ltd.; provided that (a) such consent shall
automatically terminate and be of no force or effect on May 15, 2000, unless on
or prior to such date the Borrowers (or their applicable Subsidiaries) shall
have consummated such Disposition on terms that generate not less than
$35,000,000 of Net Cash Proceeds, and (b) notwithstanding anything to the
contrary contained in Section 2.06(i) of the Credit Agreement, 75% of the Net
Cash Proceeds of such Disposition are applied to the prepayment of the Term
Loans and the reduction of the Revolving Credit Commitments in accordance with
Sections 2.06(i) and (l) of the Credit Agreement.
3.3 Withdrawal of Consent to A/V Sale. The consent for the A/V Sale,
as granted under the Fourth Amendment to the Credit Agreement, is hereby
withdrawn and of no further force or effect.
SECTION 4. AGREEMENTS.
4.1 Engagement of an Investment Banker. The Borrowers hereby agree
(a) to retain no later than June 1, 2001, Xxxxxxx Xxxxx Xxxxxx, or another firm
or individual specializing in providing investment banking services that is
reasonably satisfactory to the Borrowers and the Administrative Agent, on terms
reasonably satisfactory to the Borrowers and the Administrative Agent, for the
purposes of evaluating the Borrowers' strategic and debt reduction alternatives
and (b) to cause such investment banker to prepare and deliver to the Lenders a
written report and make an oral presentation thereon to the Lenders no later
than August 31, 2001.
4.2 Limitation on Optional Prepayments and Commitment Reductions.
The Borrowers hereby agree that, notwithstanding anything to the contrary
contained in the Credit Agreement, from and after the Fifth Amendment Effective
Date, the Borrower shall not have the right to, and shall not, make any
voluntary prepayments of the Term Loans or permanent reductions of the Revolving
Credit Commitments except to the extent that any such prepayment of the Term
Loans or reduction of the Revolving Credit Commitments is accompanied by a
prepayment or reduction of the other, as the case may be, with such prepayment
and reduction being in amounts that reflect equal percentages of the Revolving
Credit Commitment in effect and the Term Loans outstanding as of the date of any
such prepayment and reduction; provided that nothing herein shall be deemed to
prevent the Borrowers from borrowing, prepaying and reborrowing Revolving Credit
Loans in accordance with, and subject to the terms and conditions of, the Credit
Agreement.
4.3 Cash Management. (a) From and after the Fifth Amendment
Effective Date, the Borrowers shall maintain a system of cash management that
concentrates available funds on a daily basis in an account or accounts
maintained with the Administrative Agent. In connection with such cash
management system, the Borrowers shall deliver to the Administrative Agent as
soon as available, but in any event by May 15, 2000, (x) a duly executed cash
collateral and administration agreement, in form and substance reasonably
satisfactory to the Administrative
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Agent, governing, among other things, the matters described in the preceding
sentence, (y) lockbox agreements with respect to accounts maintained by the
Borrowers and their domestic Subsidiaries into which domestic accounts
receivable are initially deposited, in form and substance reasonably
satisfactory to the Administrative Agent, duly executed by the respective
bank(s) at which such accounts are maintained and the applicable Loan Party
having an interest in such account and (z) such other agreements and documents,
in form and substance reasonably satisfactory to the Administrative Agent, that
the Administrative Agent reasonably determines are necessary or advisable in
order to evidence or perfect the Administrative Agent's interests in such
accounts and the amounts on deposit therein.
(b) From and after the Fifth Amendment Effective Date, the Borrowers
shall not permit the aggregate amount on deposit in all accounts and lockboxes
maintained by the Borrowers and their domestic Subsidiaries, other than the
accounts described in paragraph (a) this Section, any other account maintained
with the Administrative Agent and any payroll account, to be greater than
$500,000 at any time.
4.4 Cash Flow Forecasts. From and after the Fifth Amendment
Effective Date, the Borrowers shall deliver to the Administrative Agent and each
of the Lenders on the second Wednesday of each month, commencing on July 12,
2000, a forecast of the cash flows, cash balances and line availability of the
Borrowers and their Subsidiaries for the period of twelve consecutive calendar
weeks beginning in the week in which the applicable Wednesday occurs.
4.5 Release. Each of the Borrowers hereby releases and discharges
the Administrative Agent, the Lenders and all of the directors, officers,
employees, agents, attorneys, financial advisors, legal representatives,
successors and assigns of the Administrative Agent or any Lender, from all
claims, counterclaims, setoffs, action and causes of action of any kind or
nature whatsoever, whether known or unknown, that, directly or indirectly, arise
out of, are based upon or in any manner connected with any transaction, event,
circumstances, action, failure to act or occurrence of any sort or type, whether
known or unknown, which occurred, existed, was taken, permitted or begun prior
to the Fifth Amendment Effective Date, in each case, relating to the Credit
Agreement or any other Loan Document, including without limitation any approval
or acceptance given or denied.
SECTION 5. MISCELLANEOUS.
5.1 Representations and Warranties; No Default. (a) After giving
effect to this Fifth Amendment, the Borrowers hereby represent and warrant that
all representations and warranties contained in the Credit Agreement are true
and correct in all material respects as of the date hereof (unless stated to
relate to a specific earlier date, in which case, such representations and
warranties shall be true and correct in all material respects as of such earlier
date) and that no Default or Event of Default shall have occurred and be
continuing or would result from the execution and delivery of this Fifth
Amendment.
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(b) The Borrowers further represent and warrant that as of March 29,
2000, each of the Borrowers and the other Loan Parties are truly and justly
indebted to the Agents and the Lenders pursuant to the Loan Documents, in the
principal amount of $450,000,000 plus accrued interest, fees and other amounts
payable pursuant to the Loan Documents, without defense, counterclaim or offset
of any kind.
5.2 Conditions to Effectiveness of this Fifth Amendment. This Fifth
Amendment shall be effective as of the date first set forth above (the "Fifth
Amendment Effective Date") upon the satisfaction of the following conditions:
(a) receipt by the Administrative Agent of counterparts hereof duly
executed and delivered by the Borrowers, each Term Loan Lender and Majority
Lenders and consented to by the Loan Parties (other than the Borrowers);
(b) receipt by the Administrative Agent of counterparts of
Deferred Amendment Fee Letters for the Lenders, duly executed and delivered
by the Borrowers,
(c) the payment by the Borrowers of the costs and expenses of the
Administrative Agent owing under Section 10.05 of the Credit Agreement and for
which invoices have been submitted.
5.3 Limited Effect. Except as expressly amended by this Fifth
Amendment, the Credit Agreement is and shall continue to be in full force and
effect in accordance with its terms, and this Fifth Amendment shall not
constitute the Lenders' consent or indicate their willingness to consent to any
other amendment, modification or waiver of the Credit Agreement or the other
Loan Documents.
5.4 GOVERNING LAW. THIS FIFTH AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
5.5 Counterparts. This Fifth Amendment may be executed by the
parties hereto on one or more counterparts, and all of such counterparts shall
be deemed to constitute one and the same instrument. This Fifth Amendment may be
delivered by facsimile transmission of the relevant signature pages hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Fifth
Amendment to be executed and delivered by their respective duly authorized
officers as of the date first above written.
CARIBINER INTERNATIONAL, INC.
By: /s/ Xxxxxx X. Xxxxxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: EVP & CFO
CARIBINER, INC.
By: /s/ Xxxxxx X. Xxxxxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: EVP & CFO
Each of the undersigned hereby consents to the foregoing Fifth
Amendment and hereby confirms, reaffirms and restates that its obligations under
or in respect of the Credit Agreement and the documents related thereto to which
it is a party are and shall remain in full force and effect after giving effect
to the foregoing Fifth Amendment.
CARIBINER INTELLECTUAL PROPERTY
MANAGEMENT, INC.
By: /s/ Xxxxxx X. Xxxxxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: EVP & CFO
CARIBINER AUDIO VISUAL SERVICES, INC.
By: /s/ Xxxxxx X. Xxxxxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: EVP & CFO
HRI, V.I., INC.
By: /s/ Xxxxxx X. Xxxxxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: EVP & CFO
VISUAL ACTION HOLDINGS, INC.
By: /s/ Xxxxxx X. Xxxxxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: EVP & CFO
CARIBINER SERVICES LIMITED
By: /s/ Xxxxxx X. Xxxxxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: CFO
CARIBINER EUROPE LIMITED
By: /s/ Xxxxxx X. Xxxxxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: CFO
VISUAL ACTION HOLDINGS LIMITED
By: /s/ Xxxxxx X. Xxxxxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Director
THE CHASE MANHATTAN BANK, individually
and as Administrative Agent
By: /s/ Xxxxx Xxxxxxxx
----------------------------
Name: Xxxxx Xxxxxxxx
Title: Vice President
XXXXXXX XXXXX CAPITAL CORPORATION,
individually and as Syndication Agent
By: /s/ Xxxxx X.X. Xxxxxx
----------------------------
Name: Xxxxx X.X. Xxxxxx
Title: Vice President
FLEET NATIONAL BANK
(f/k/a BankBoston, N.A.)
By: /s/ Xxxxx Xxxxx
----------------------------
Name: Xxxxx Xxxxx
Title: Vice President
BANKERS TRUST COMPANY
By: /s/ Xxxx X. Xxxxxxxx
----------------------------
Name: Xxxx X. Xxxxxxxx
Title: Vice President
BANK OF AMERICA, N.A.
By: /s/ Xxxx X. Xxxxx
----------------------------
Name: Xxxx X. Xxxxx
Title: Managing Director
BANK OF HAWAII
By: /s/ Xxxxxxx Xxxxx
----------------------------
Name: Xxxxxxx Xxxxx
Title: Vice President
THE BANK OF NEW YORK
By: /s/ Xxxxxx X. XxXxxxxx
----------------------------
Name: Xxxxxx X. XxXxxxxx
Title: Vice President
THE BANK OF NOVA SCOTIA
By: /s/ Xxxxxx X. Xxxxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Director
BANK POLSKA KASA OPIEKI S.A.
PEKAO S.A. GROUP, NEW YORK BRANCH
By: /s/ Xxxxx X. Xxxxx
----------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
CREDIT AGRICOLE INDOSUEZ
By: /s/ Xxxxxxx Xxxxx
----------------------------
Name: Xxxxxxx Xxxxx
Title: First Vice President
By: /s/ Xxxxx Xxxxx
----------------------------
Name: Xxxxx Xxxxx
Title: First Vice President
FIRST UNION NATIONAL BANK
By: /s/ Xxxx X. Xxxxxx
----------------------------
Name: Xxxx X. Xxxxxx
Title: Senior Vice President
FIR TREE INSTITUTIONAL VALUE FUND
By: /s/ Illegible
----------------------------
Name:
Title:
FIR TREE VALUE PARTNERS, LLC
By: /s/ Illegible
----------------------------
Name:
Title:
FIR TREE VALUE FUND
By: /s/ Illegible
----------------------------
Name:
Title:
PNC BANK, NATIONAL ASSOCIATION
By: /s/ Xxxxxxx Xxxxxxxxx
----------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Senior Vice President
THE CHASE MANHATTAN BANK
By: CHASE SECURITIES, INC., as Agent
By: /s/ Xxxx X. Xxxxx
----------------------------
Name: Xxxx X. Xxxxx
Title: Authorized Signatory
MORGENS WATERFALL HOLDING L.L.C.
By:
----------------------------
Name:
Title:
XXX XXXXXX PRIME RATE INCOME TRUST
By: Xxx Xxxxxx Investment Advisory Corp.
By: /s/ Xxxxxx X. Xxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
XXX XXXXXX SENIOR INCOME TRUST
By: Xxx Xxxxxx Investment Advisory Corp.
By: /s/ Xxxxxx X. Xxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
