EXHIBIT 99.1
AMENDMENT NO. 2
TO THE AMENDED AND RESTATED CREDIT AGREEMENT
AMENDMENT NO. 2 dated as of November 9, 2001 (this "AMENDMENT")
among Key3Media Group, Inc., a Delaware corporation (the "BORROWER"), the banks,
financial institutions and other institutional lenders party to the Amended and
Restated Credit Agreement (as hereinafter defined) and Xxxxxx Xxxxxxx Senior
Funding, Inc., as Administrative Agent (the "ADMINISTRATIVE AGENT").
PRELIMINARY STATEMENTS
(1) The Borrower has entered into an Amended and Restated Credit Agreement (as
amended, amended and restated or otherwise modified to date, the "CREDIT
AGREEMENT"), dated as of June 26, 2001, among the Borrower, the Guarantors, the
Initial Lender Parties, Xxxxxx Xxxxxxx Senior Funding, Inc., as Lead Arranger
and Administrative Agent, Xxxxxx Xxxxxxx & Co. Incorporated, as Collateral
Agent, The Bank of New York, as Syndication Agent, UBS Warburg LLC, as
Documentation Agent, and Fleet National Bank and BNP Paribas, each as a
Co-Documentation Agent, for the Lender Parties. Capitalized terms not otherwise
defined in this Amendment shall have the same meanings as specified in the
Credit Agreement.
(2) The Borrower has requested and the Lender Parties have agreed to amend the
Credit Agreement as follows:
SECTION 1. Amendments to the Credit Agreement. Subject to the
satisfaction of the conditions precedent set forth in Section 2 hereof, the
Credit Agreement is, effective as of the date hereof, hereby amended as follows:
(a) Article I "Definitions and Accounting Terms" shall be amended by
adding the following new definitions in the proper alphabetical order:
"CONVERTIBLE PREFERRED STOCK" means the Series A and Series B
convertible preferred stock of the Borrower.
"FIXED CHARGE COVERAGE RATIO" means, at any date of
determination, the ratio of (a) Consolidated EBITDA to (b) the sum
of (i) interest payable on, and amortization of debt discount in
respect of, all Debt for Borrowed Money, plus (ii) income taxes that
have been paid in cash to the taxing authority of the United States
of America or any State thereof plus (iii) Capital Expenditures, in
each case, of or by the Borrower and its Restricted Subsidiaries
during the four consecutive fiscal quarters most recently ended for
which financial statements are required to be delivered to the
Lenders pursuant to Section 5.03(b) or (c), as the case may be
(whether or not such financial statements are delivered); provided,
however, that clause (b) (i) shall be calculated after giving effect
on a pro forma basis to the Advances as if such Advances had been
incurred on the first day of such four fiscal quarter period;
provided further that for purposes of calculating the Fixed Charge
Coverage Ratio, the term "Capital Expenditures" shall not exceed at
any time $5,000,000.
(b) Section 5.02(g) "Restricted Payments" shall be amended by (A)
inserting the phrase "or (iii)" immediately before the word "below" in the
tenth line thereof, (B) deleting the
word "and" after the end of clause (i) thereof, (C) deleting the
punctuation xxxx "." at the end of clause (ii) thereof and adding the
phrase ", and" thereto, and (D) adding a new clause (iii) thereto to read
as follows:
"(iii) the Borrower may issue Equity Interests including the
Convertible Preferred Stock."
(c) Section 5.04 "Financial Covenants" is amended by inserting
immediately preceding clause (a) thereof the following text:
"(a) Fixed Charge Coverage Ratio. Maintain at all times a
Fixed Charge Coverage Ratio of not less than 1.1:1.
(b) Senior Debt Limitation. Maintain at all times an aggregate
principal amount of Consolidated Senior Debt for Borrowed
Money of the Borrower and its Restricted Subsidiaries not in
excess of $120,000,000.
(c) Total Debt Limitation. Maintain at all times an aggregate
principal amount of Consolidated Debt for Borrowed Money of
the Borrower and its Restricted Subsidiaries not in excess of
$410,000,000.
(d) Maximum Capital Expenditures. Not make any Capital
Expenditure in any fiscal quarter which, in addition to the
amount expended, in the case of the fiscal quarter ended
December 31, 2001, the two previous fiscal quarters, and in
the case of any fiscal quarter thereafter, the three previous
fiscal quarters, would cause the aggregate of all such Capital
Expenditures to exceed $15,000,000 for such three or four
fiscal quarters, as the case may be; provided, however, that
if any Investment pursuant to Section 5.02(f)(viii) shall have
occurred during such three or four fiscal quarter period, as
the case may be, (x) such Investment shall be deemed to have
occurred at the beginning of such three or four fiscal quarter
period, as the case may be, and (y) the amount specified above
shall increase by an amount equal to the Capital Expenditures
made by the acquired Subsidiary during the portion of such
three or four fiscal quarter period, as the case may be, that
precedes the date of such Investment.
provided, however, if, at the end of each of two consecutive
fiscal quarters, Consolidated EBITDA of the Borrower and its
Restricted Subsidiaries during the four consecutive fiscal
quarters then ended (as set forth in the financial statements
required to be delivered for such fiscal quarter) is in excess
of $85,000,000 (the "EBITDA Event"), then the Borrower shall
no longer be subject to the financial covenants set forth in
clauses (a), (b) (c) and (d) above, but shall be subject to,
commencing with the immediately succeeding fiscal quarter, the
financial covenants set forth in clauses (a), (b) and (c)
below which in no instance shall be applicable until the
occurrence of the EBITDA Event. For purposes of clarification
and for the avoidance of doubt it is understood that so long
as clauses (a), (b), (c) and (d) set forth above shall be
applicable, then clauses (a), (b) and (c) set forth below
shall not be applicable, and at such time as provided herein
that clauses (a), (b) and (c) set forth below shall become
applicable, then clauses (a), (b), (c) and (d) set forth above
shall no longer be applicable."
SECTION 2. Conditions to Effectiveness to this Amendment. This
Amendment shall become effective as of the date first above written (the
"EFFECTIVE DATE") when and only when each of the following conditions has been
satisfied:
(a) The Administrative Agent shall have received counterparts
of (i) this Amendment executed by the Borrower, the Required Lenders
or, as to any of such Required Lenders, advice satisfactory to the
Administrative Agent that such Required Lender has executed this
Amendment, and (ii) the Consent attached hereto executed by the
Guarantor.
(b) The representations and warranties set forth in Section
4.01 of the Credit Agreement shall be correct in all material
respects on and as of the Effective Date.
(c) No event shall have occurred and be continuing or shall
result from the effectiveness of this Amendment that constitutes a
Default.
(d) the Borrower shall have received gross proceeds from the
issuance of the Convertible Preferred Stock or common stock of the
Borrower in an aggregate amount of not less than $50,000,000;
(e) (i) the Borrower shall have prepaid pursuant to Section
2.06 an outstanding aggregate principal amount of Revolving Credit
Advances of not less than $30,000,000 together with accrued interest
and any amounts pursuant to Section 9.04(c) of the Credit Agreement,
and (ii) the Administrative Agent shall have received a notice from
the Borrower pursuant to Section 2.05(a) reducing the Unused
Revolving Credit Commitments by an amount not less than $30,000,000;
provided, however, if an aggregate principal amount of not less than
$10,000,000 of Subordinated Notes shall not have been converted to
Equity Interests, then the references to $30,000,000 in clauses (i)
and (ii) above shall be $40,000,000.
SECTION 3. Reference to and Effect on the Loan Documents. (a) On and
after the Effective Date:
(a) Each reference in the Credit Agreement to "this
Agreement", "hereunder", "hereof" or words of like import referring
to the Credit Agreement, and each reference in the Notes and each of
the other Loan Documents to "the Credit Agreement", "thereunder",
"thereof" or words of like import referring to the Credit Agreement,
shall mean and be a reference to the Credit Agreement, as amended
and otherwise modified by this Amendment.
(b) The Credit Agreement and each of the other Loan Documents
are and shall continue to be in full force and effect and are hereby
in all respects ratified and confirmed, except to the extent of the
amendments specifically provided herein.
(c) The execution, delivery and effectiveness of this
Amendment shall not operate as a waiver of any right, power or
remedy of the Secured Parties or the Administrative Agent under the
Credit Agreement, nor constitute a waiver of any provision of the
Credit Agreement.
SECTION 4. Costs and Expenses. The Borrower hereby agrees to pay,
upon demand, all of the reasonably and properly documented costs and expenses of
the Administrative Agent (including, without limitation, the reasonable fees and
expenses of counsel for the Administrative Agent) in connection with the
preparation, execution, and delivery of this Amendment and the other
instruments, agreements and documents delivered or to be delivered hereunder.
SECTION 5. Execution in Counterparts. This Amendment may be executed
in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same
agreement. Delivery of an executed counterpart of a signature page to this
Amendment shall be effective as delivery of an original executed counterpart of
this Amendment.
SECTION 6. Governing Law. This Amendment shall be governed by, and
construed in accordance with, the laws of the State of New York.
[REMAINDER OF PAGE INTENTIONALLY BLANK]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers, thereunto duly authorized, as of the date
first written above.
KEY3MEDIA GROUP, INC.
By
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Name:
Title:
XXXXXX XXXXXXX SENIOR
FUNDING, INC.,
as Administrative Agent
By
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Name:
Title:
XXXXXX XXXXXXX & CO.
INCORPORATED,
as Collateral Agent
By
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Name:
Title:
INITIAL LENDERS
XXXXXX XXXXXXX SENIOR
FUNDING, INC.
By
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Name:
Title:
THE BANK OF NEW YORK
By
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Name:
Title:
BNP PARIBAS
By
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Name:
Title:
By
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Name:
Title:
XXXXX FARGO BANK, N.A.
By
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Name:
Title:
U.S. BANK NATIONAL ASSOCIATION
By
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Name:
Title:
UBS AG, STAMFORD BRANCH
By
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Name:
Title:
FLEET NATIONAL BANK
By
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Name:
Title:
INITIAL ISSUING BANK
XXXXXX XXXXXXX SENIOR
FUNDING, INC.
By
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Name:
Title:
CONSENT
Dated as of November 9, 2001
Reference is made to Amendment No. 2 dated as of November 9, 2001
(the "AMENDMENT") among Key3Media Group, Inc., a Delaware corporation (the
"BORROWER"), the banks, financial institutions and other institutional lenders
parties to the Credit Agreement (collectively, the "LENDERS"), and Xxxxxx
Xxxxxxx Senior Funding, Inc., as Administrative Agent (the "AGENT"). Capitalized
terms not otherwise defined in the Amendment shall have the same meanings as
specified in the Credit Agreement.
Each of the undersigned, in its capacity as a Guarantor under the
Guaranty set forth in Article VII of the Amended and Restated Credit Agreement
dated June 26, 2001 (the "GUARANTY") in favor of the Secured Parties referred to
therein, hereby consents to the execution, delivery and performance of the
Amendment and agrees that:
(a) Notwithstanding the effectiveness of this Amendment, the
Guaranty is, and shall continue to be, in full force and effect and is
hereby ratified and confirmed in all respects, except that, on and after
the effectiveness of this Amendment, each reference in the Guaranty to the
"the Credit Agreement", "thereunder", "thereof", "therein" or words of
like import referring to the Credit Agreement shall mean and be a
reference to the Credit Agreement, as amended and otherwise modified by
the Amendment.
(b) The Collateral Documents to which such Guarantor is a party and
all of the Collateral described therein do, and shall continue to, secure
payment of all of the Secured Obligations (in each case as defined
therein).
This Consent shall be governed by, and construed in accordance with,
the laws of the State of New York.
Delivery of an executed counterpart of a signature page of this
Consent by telecopier shall be effective as the delivery of an original executed
counterpart of this Consent.
KEY3MEDIA EVENTS, INC.
By
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Name:
Title:
KEY3MEDIA ADVERTISING, INC.
By
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Name:
Title:
KEY3MEDIA BCR EVENTS, INC.
By
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Name:
Title:
KEY3MEDIA VON EVENTS, INC.
By
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Name:
Title:
