FIRST SUPPLEMENTAL INDENTURE
FIRST
SUPPLEMENTAL INDENTURE
FIRST
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 February 21, 2001 (the “Indenture”),
relating to the Company’s 12.0% Senior Subordinated Notes due 2011 (the
“Notes”);
WHEREAS,
the Company and the Guarantors propose certain amendments to the Indenture
(the
“Proposed
Amendments”),
which
Proposed Amendments must be approved with the written consent of the holders
(the “Holders”)
of a
majority of the outstanding aggregate principal amount of the Notes;
WHEREAS,
the Company has made an offer to purchase the Notes and solicited the consents
of the Holders of the 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 Notes consenting to the substance of the Proposed
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 9.6 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
3.2 in its entirety
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SEC
Reports and Available Information
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Section
3.3 in its entirety
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Limitation
on Indebtedness
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1
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Existing
Section Number
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Caption
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Section
3.4 in its entirety
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Limitation
on Layering
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Section
3.5 in its entirety
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Limitation
on Restricted Payments
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Section
3.6 in its entirety
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Limitation
on Restrictions on Distributions from Restricted
Subsidiaries
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Section
3.7 in its entirety
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Limitation
on Sales of Assets and Subsidiary Stock
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Section
3.8 in its entirety
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Limitation
on Affiliate Transactions
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Section
3.10 in its entirety
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Limitation
on Dispositions of Capital Stock of Restricted
Subsidiaries
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Section
3.11 in its entirety
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Limitation
on Liens
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Section
3.12 in its entirety
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Future
Guarantors
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Section
3.13 in its entirety
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Limitation
on Lines of Business
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Section
3.14 in its entirety
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Limitation
on Asset Swaps
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Section
3.16 in its entirety
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Corporate
Existence
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Section
3.17 in its entirety
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Payment
of Taxes and Other Claims
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Section
3.18 in its entirety
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Compliance
Certificate
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Section
3.19 in its entirety
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Further
Instruments and Acts
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(b)
Section
4.1 of the Indenture captioned “Merger and Consolidation” is hereby amended by
deleting each of clause (ii), clause (iii) and the last paragraph of Section
4.1.
(c)
Section
6.1 of the Indenture captioned “Events of Default” is hereby amended by deleting
each of clauses (4), (5), (6), (7), (9) and (10) and replacing them with the
phrase “Intentionally Omitted”.
(d)
Section
8.2 of the Indenture captioned “Conditions Defeasance” is hereby amended by
deleting each of clauses (4), (5), (6), (7) and (9) and replacing them with
the
phrase “Intentionally Omitted”.
(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 in the Notes and in the Indenture
shall no longer apply to the Notes.
Section
3.
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
4.
Counterparts. This
Supplemental Indenture may be signed in various counterparts which together
will
constitute one and the same instrument.
2
Section
5.
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
6.
Governing Law. This
Supplemental Indenture shall be governed by and construed in accordance with
the
laws of the State of New York.
Section
7.
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.
Section
8.
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
9.
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
10.
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
11.
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
12.
Effect of Headings. The
section headings herein are for convenience only and shall not affect the
construction thereof.
Section
13.
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 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 Notes
and the related Notes have been accepted for purchase in the Tender Offer and
Consent Solicitation.
[Signature
Page Follows]
3
IN
WITNESS
WHEREOF, the parties hereto have caused this 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 | ||
