**Exhibit 10.3.5**

 

EXECUTION COPY

 

FIFTHAMENDMENT

 

THIS FIFTH AMENDMENT, dated as of August 17, 2005(this “Amendment”), is among ADVANSTAR COMMUNICATIONS INC., a New Yorkcorporation (the “Borrower”) and the Lenders (as defined below)signatories hereto.

 

W I T N E S SE T H:

 

WHEREAS, the Borrower, various financial institutionsfrom time to time parties thereto (collectively, the “Lenders”), CreditSuisse (f/k/a Credit Suisse First Boston and as successor in interest to DLJCapital Funding, Inc.), as Lead Arranger and Syndication Agent and Bank ofAmerica, N.A. (as successor by merger to Fleet National Bank), asAdministrative Agent, are parties to the Amended and Restated Credit Agreement,dated as of November 7, 2000 (as further amended, supplemented, amendedand restated or otherwise modified prior to the date hereof, the “ExistingCredit Agreement”);

 

WHEREAS, the Borrower has requested that the Lendersamend the Existing Credit Agreement in certain respects as more specificallyset forth herein; and

 

WHEREAS, the Lenders have agreed, subject to the termsand conditions set forth herein, to amend the Existing Credit Agreement as setforth below (the Existing Credit Agreement, as amended by this Amendment, beingreferred to as the “Credit Agreement”);

 

NOW, THEREFORE, in consideration of the agreementsherein contained, and for other valuable consideration the receipt of which ishereby acknowledged, the parties hereto hereby agree as follows.

 

ARTICLE  IDEFINITIONS

 

SECTION 1.1. Certain Definitions.  Thefollowing terms (whether or not underscored) when used in this Amendment shallhave the following meanings (such meanings to be equally applicable to thesingular and plural form thereof):

 

“Amendment” is defined in the preamble.

 

“Borrower” is defined in the preamble.

 

“Credit Agreement”is defined in the thirdrecital.

 

“Existing CreditAgreement” is defined in the firstrecital.

 

“Lenders” is defined in the firstrecital.

 

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“FifthAmendment Effective Date” is defined in Section 3.1.

 

SECTION  1.2. Other Definitions.  Terms for which meanings are provided in theExisting Credit Agreement are, unless otherwise defined herein or the contextotherwise requires, used in this Amendment with such meanings.

 

ARTICLE  IIAMENDMENTS TO THEEXISTING CREDIT AGREEMENT

 

Subject to the terms of Article III,effective on the Fifth Amendment Effective Date the Existing Credit Agreementis hereby amended in accordance with this Article.

 

SECTION 2.1. Amendments to Article I. Article I of the Existing Credit Agreement is hereby amended byinserting the following definitions in the appropriate alphabetical order in Section 1.1thereof.

 

“Contingent Payment” shall have the meaning setforth in the Purchase Agreement.

 

“ContingentPayment Date” means the earlier of (i) the date on which theContingent Payment is paid and (ii) the date on which the Borrowerdetermines that the Contingent Payment amount is zero.

 

“PGT” means Project Global Tradeshow, Inc.,a New York corporation.

 

“Purchase Agreement” means the Stock Purchase Agreement,dated as of August 17, 2005 (as amended, supplemented, amended andrestated or otherwise modified from time to time in accordance with the termsof this Agreement), between the Borrower and the Seller.

 

“Seller” means Samuel Ben-Avraham.

 

SECTION 2.2. Amendments to Article VII. Article VII of the Existing Credit Agreement is hereby amended asset forth below.

 

SECTION 2.2.1. Indebtedness.  Section 7.2.2.of the Existing Credit Agreement is hereby amended as follows:

 

(a) clause (d)(i)(x)of such Section is hereby amended in its entirety to read as follows:

 

“(x)any Subsidiary Guarantor owing to the Borrower or any Restricted Subsidiary (provided,that the amount of Indebtedness owing by PGT to the Borrower and RestrictedSubsidiaries pursuant to this clause, when aggregated with the amount ofInvestments made by the Borrower and Restricted Subsidiaries in PGT pursuant toclauses (j) and (s) of Section 7.2.5, shall not at 

 

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anytime prior to the Contingent Payment Date exceed $5,000,000), or”

 

(b) subclause (2) containedin the final proviso of such Section is hereby amended in its entirety toread as follows:

 

“(2) inthe case of any such Indebtedness owed by PGT, or owed by a Person other thanthe Borrower or a Subsidiary Guarantor (excluding PGT), such Indebtedness shallnot be forgiven or otherwise discharged for any consideration other thanpayment (Dollar for Dollar or, if denominated in any currency other thanDollars, such currency) in cash unless the Administrative Agent otherwiseconsents;”

 

SECTION 2.2.2. Liens.  Section 7.2.3of the Existing Credit Agreement is hereby amended by (i) deleting theword “and” appearing at the end of clause (q), (ii) replacing thereference to clause “(r)” with “(s)” and (iii) inserting a new “clause (r)”,to read in its entirety as follows:

 

(r)  Liens infavor of the Seller on assets of PGT, which Liens may be senior in priority tothe Liens in favor of the Secured Parties.

 

SECTION 2.2.3. Investments.  Clause (s) ofSection 7.2.5 of the Existing Credit Agreement is hereby amended in itsentirety to read as follows:

 

(s)  otherInvestments (excluding Investments by the Borrower or a Restricted Subsidiaryin PGT) in an aggregate amount not to exceed $10,000,000 at any timeoutstanding;

 

SECTION 2.2.4. Modification of Certain Agreements.  Section 7.2.10 of the Existing CreditAgreement is hereby amended by (i) replacing the phrase “or anyTransaction Document” in the first instance with the phrase “, any TransactionDocument or the Purchase Agreement”; (ii) replacing the word “or”immediately preceding clause (d) with a comma; and (iii) insertingthe following clause (e) immediately after clause (d):

 

or (e) in the caseof PGT, modify the Purchase Agreement or any document delivered in connectiontherewith to adversely affect the Lenders, including any change that wouldadvance the payment date for or increase the amount of the Contingent Payment.

 

ARTICLE  IIICONDITIONS TO EFFECTIVENESS

 

SECTION 3.1. Effectiveness Conditions. This Amendment shall become effective on the date (the “FifthAmendment Effective Date”) when each of the conditions set forth in this Article havebeen satisfied.  The Administrative Agentshall provide written notice to the 

 

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Borrower of theoccurrence of the Fifth Amendment Effective Date promptly following theoccurrence thereof.

 

SECTION 3.1.1. Executed Counterparts.  TheAdministrative Agent shall have received counterparts of this Amendmentduly executed and delivered on behalf of the Borrower and the Required Lenders.

 

SECTION 3.1.2. Affirmation and Consent. The Administrative Agent shall have received counterparts of anAffirmation and Consent, dated as of the Fifth Amendment Effective Date, inform and substance reasonably satisfactory to the Administrative Agent, dulyexecuted and delivered by an Authorized Officer of each of the Obligors otherthan the Borrower.

 

SECTION 3.1.3. Supplement to Subsidiary Guaranty.  The Administrative Agent shall have receivedcounterparts of a Supplement to the Subsidiary Guaranty, dated as of the FifthAmendment Effective Date, in form and substance satisfactory to theAdministrative Agent, duly executed and delivered by an Authorized Officer ofPGT.

 

SECTION 3.1.4. Supplement to Borrower Pledge and Security Agreement.  The Administrative Agent shall have receivedcounterparts of a Supplement to the Borrower Pledge and Security Agreement,dated as of the Fifth Amendment Effective Date, in form and substancesatisfactory to the Administrative Agent, duly executed and delivered by theBorrower together with certificates representing all issued and outstandingCapital Stock of PGT and undated stock powers duly executed in blank by anAuthorized Officer of the Borrower.

 

SECTION 3.1.5. Supplement to Subsidiary Pledge and Security Agreement.  The Administrative Agent shall have receivedcounterparts of a Supplement to the Subsidiary Pledge and Security Agreement,dated as of the Fifth Amendment Effective Date, in form and substancesatisfactory to the Administrative Agent, duly executed and delivered by anAuthorized Officer of PGT.

 

SECTION 3.1.6. [Copyright Security Agreement and Trademark Security Agreement.](1)

 

SECTION 3.1.7. Acknowledgment Letter.  TheAdministrative Agent shall have received a letter in form and substancesatisfactory to it, executed and delivered by the Seller and the AdministrativeAgent, relating to the second-priority security interest of the AdministrativeAgent in assets of PGT.

 

SECTION 3.1.8. Secretary’s Certificate. The Administrative Agent shall have received a certificate, dated theFifth Amendment Effective Date, of an Authorized Officer of PGT as to (a) resolutionsof its Board of Directors then in full force and effect authorizing theexecution, delivery and performance of each Loan Document executed by it, and (b) incumbencyand signatures of those of its officers authorized to act with respect to eachLoan Document executed by it.

 

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(1)  If copyrights and trademarks owned by PGT are registered.

 

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SECTION 3.1.9. Permitted Acquisition.  TheBorrower shall have complied with the requirements of the definition of “PermittedAcquisition” as they relate to the acquisition of PGT.

 

ARTICLE  IVMISCELLANEOUS PROVISIONS

 

SECTION 4.1. Cross-References.  Referencesin this Amendment to any Article or Section are, unless otherwisespecified, to such Article or Section of this Amendment.

 

SECTION 4.2. Loan Document Pursuant to Existing Credit Agreement.  This Amendment is a Loan Document executedpursuant to the Existing Credit Agreement and shall be construed, administeredand applied in accordance with all of the terms and provisions of the CreditAgreement.

 

SECTION 4.3. Successors and Assigns.  ThisAmendment shall be binding upon and inure to the benefit of the parties heretoand their respective successors and assigns.

 

SECTION 4.4. Full Force and Effect; Limited Amendment.  Except as expressly amended hereby, allof the representations, warranties, terms, covenants, conditions and otherprovisions of the Existing Credit Agreement and the Loan Documents shall remainunchanged and shall continue to be, and shall remain, in full force and effectin accordance with their respective terms. The amendments set forth herein shall be limited precisely as providedfor herein to the provisions expressly amended herein and shall not be deemedto be an amendment to, waiver of, consent to or modification of any other termor provision of the Existing Credit Agreement, any other Loan Document referredto therein or herein or of any transaction or further or future action on thepart of the Borrower or any Obligor which would require the consent of theLenders under the Existing Credit Agreement or any of the Loan Documents.

 

SECTION 4.5. Governing Law.  **THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT MADEUNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING FORSUCH PURPOSES SECTION 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OFTHE STATE OF NEW YORK).**

 

SECTION 4.6. Execution in Counterparts. This Amendment may be executed in any number of counterparts by theparties hereto, each of which counterparts when so executed shall be anoriginal, but all the counterparts shall together constitute one and the sameagreement.  The Required Lenders party tothis Amendment hereby authorize and direct the Administrative Agent to executeand deliver the acknowledgment letter referenced in Section 3.1.7 of this Amendment.  Delivery of an executed counterpart of asignature page to this Amendment by facsimile shall be effective asdelivery of a manually executed counterpart of this Amendment.

 

SECTION 4.7. Representations and Warranties. In order to induce the Lenders to execute and deliver this Amendment theBorrower hereby (i) represents and warrants to the Lenders that bothbefore and after giving effect to this Amendment, all of the statements setforth in clauses (a) and (c) of Section 5.2.1of the Existing Credit Agreement are true and correct on 

 

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and as of theFifth Amendment Effective Date, and (ii) covenants and agrees that noproceeds of Revolving Loans will be applied to finance the acquisition of PGT pursuantto the Purchase Agreement.

 

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IN WITNESS WHEREOF, the parties hereto have causedthis Amendment to be executed by their respective officers hereunto dulyauthorized as of the day and year first above written.

 

 
|   | ADVANSTAR  COMMUNICATIONS INC. |
|--------|--------------------------------|
|   |                           |
|   |                           |
|   | By:                            |      /s/  Eric Lisman |   |
|   |                           | Title: EVP |

 

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|   | Bank of  America, N.A. (as successor by merger to |
|--------|---------------------------------------------------|
|   | Fleet  National Bank), as Administrative Agent    |
|   |                                              |   |
|   |                                              |   |
|   | By:                                               |      /s/  Amy B. Peden |   |
|   |                                              | Title: Vice  President |

 

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|   | Bank of  America, N.A. (as successor by merger to |
|--------|---------------------------------------------------|
|   | Fleet  National Bank                              |
|   |                                              |   |
|   |                                              |   |
|   | By:                                               |      /s/  Amy B. Peden |   |
|   |                                              | Title: Vice  President |

 

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|   | CREDIT  SUISSE, Cayman Islands Branch      |
|--------|--------------------------------------------|
|   | (formerly  known as CREDIT SUISSE FIRST    |
|   | BOSTON,  acting through its Cayman Islands |
|   | Branch)                                    |
|   |                                       |   |
|   |                                       |   |
|   | By:                                        |      /s/  Judith E. Smith |   |
|   |                                       | Judith E.  Smith |
|   |                                       | Title:Director |
|   |                                       |   |
|   |                                       |   |
|   | By:                                        |      /s/  Rianka Mohan |   |
|   |                                       | Rianka Mohan |
|   |                                       | Title:Associate |

 

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|   | WELLS FARGO  BANK, NATIONAL |
|--------|-----------------------------|
|   | ASSOCIATION                 |
|   |                        |
|   |                        |
|   | By:                         |      /s/  Kyle R. Holtz |   |
|   |                        | Kyle R.  Holtz |
|   |                        | Title: Vice  President |

 

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