EXHIBIT 10.9



          WAIVER,  dated as of June 30,  2001  (this  "Waiver"),  to the  Credit
Agreement dated as of October 28, 1997 (as heretofore  amended,  supplemented or
otherwise  modified,  the  "Credit  Agreement"),  among  AUDIO  VISUAL  SERVICES
CORPORATION,  a Delaware corporation (the "Parent"),  AUDIO VISUAL SERVICES (NY)
CORPORATION,  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 MERRILL LYNCH 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,  the Borrowers  were required to retain an investment  banker
pursuant to Section 4.1 of the Fifth Amendment:

          WHEREAS,  the Borrowers have not retained such  investment  banker and
have requested a waiver, until October 1, 2001, of such requirement;

          WHEREAS,  the Lenders  are willing to agree to waive such  requirement
until  October 1,  2001,  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 Agents hereby agree as follows:


          SECTION 1. DEFINITIONS.

          Capitalized  terms used herein and not  otherwise  defined  shall have
their respective meanings set forth in the Credit Agreement.


          SECTION 2. WAIVER.

          2.1  WAIVER.  The  Lenders  hereby  waive  until  October 1 2001,  the
obligation of the Borrowers  under Section 4.1 of the Fifth  Amendment to retain
(and to cause such  investment  banker to report to the Lenders)  Salomon  Smith
Barney or  another  firm or  individual  specializing  in  providing  investment
banking services reasonably satisfactory to the Administrative Agent.

                                       1
<PAGE>


          SECTION 3. MISCELLANEOUS.

          3.1  REPRESENTATIONS AND WARRANTIES;  NO DEFAULT.  After giving effect
to  this  Waiver,   the  Borrowers   hereby   represent  and  warrant  that  all
representations  and warranties  contained in Article IV of 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 Waiver.


          3.2  CONDITIONS TO EFFECTIVENESS OF THIS WAIVER.  This Waiver shall be
effective  as of the date first set forth above (the  "Waiver  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 and the Lenders holding at least 66.2/3rd %
     of the Available Commitments, the Term Loan Exposure and the Revolving
     Credit Exposure and consented to by the Loan Parties (other than the
     Borrowers); and

(b)  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.

          3.3  LIMITED EFFECT.  Except as expressly  waived by this Waiver,  the
Credit  Agreement  is and  shall  continue  to be in full  force  and  effect in
accordance  with its terms,  and this Waiver 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.


          3.4  GOVERNING  LAW.  THIS WAIVER SHALL BE GOVERNED BY, AND  CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


          3.5  COUNTERPARTS.  This Waiver 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  Waiver  may be  delivered  by
facsimile transmission of the relevant signature pages hereof.

                                       2
<PAGE>


IN WITNESS  WHEREOF,  the parties  hereto have caused this Waiver to be executed
and delivered by their respective duly authorized  officers as of the date first
above written.

                                      AUDIO VISUAL SERVICES CORPORATION



                                      By:   /s/ Digby J. Davies
                                           -------------------------------------
                                           Name:  Digby J. Davies
                                           Title: President & COO


                                      AUDIO VISUAL SERVICES (NY) CORPORATION



                                      By:   /s/ Digby J. Davies
                                           -------------------------------------
                                           Name:  Digby J. Davies
                                           Title: Executive Vice President &
                                                  Chief Financial Officer


                                      THE CHASE MANHATTAN BANK
                                      INDIVIDUALLY AND AS ADMINISTRATIVE AGENT



                                      By:   /s/ Wendy Weinsier
                                           -------------------------------------
                                           Name:  Wendy Weinsier
                                           Title: Vice President


                                      BANK OF AMERICA, N.A.



                                      By:   /s/ F.A. Zagar
                                           -------------------------------------
                                           Name:  F.A. Zagar
                                           Title: Managing Director

                                        3
<PAGE>


                                      THE BANK OF NOVA SCOTIA



                                      By:   /s/ Daniel A. Costigan
                                           -------------------------------------
                                           Name:  Daniel A. Costigan
                                           Title: Director


                                      BANK POLSKA KASA OPIEKI S.A.
                                      PEKAO S.A. GROUP, NEW YORK BRANCH



                                      By:  /s/ Barry W. Henry
                                           -------------------------------------
                                           Name:  Barry W. Henry
                                           Title: Vice President,
                                                  Senior Lending Officer


                                      BBT FUND, L.P.

                                      By: BBT GENPAR, L.P., Its General Partner

                                      By: BBT-FW, INC., Its General Partner



                                      By:   /s/ William S. Reimann
                                           -------------------------------------
                                           Name:  William S. Reimann
                                           Title: Vice President


                                      CONTRARIAN FUNDS, LLC

                                      By: Contrarian Capital Management, L.L.C.


                                      By:   /s/ Janice M. Stanton
                                           -------------------------------------
                                           Name: Janice M. Stanton
                                           Title: Member


                                       4
<PAGE>


                                      BANKERS TRUST COMPANY



                                      By:   /s/ Paddy Dowling
                                           -------------------------------------
                                           Name:  Paddy Dowling
                                           Title: Vice President


                                      HALCYON RESTRUCTURING FUND, L.P.



                                      By:   /s/ Robert E. Davis
                                           -------------------------------------
                                      Name:  Robert E. Davis
                                      Title: Principal


                                      ING BARING (US) CAPITAL LLC,
                                      Acting as Agent for
                                      MIDDENBANK CURACAO N.V.



                                      By:   /s/ Christopher McGovern
                                           -------------------------------------
                                      Name:  Christopher McGovern
                                      Title: Managing Director


                                      ML CBO IV (CAYMAN) LTD.
                                      By: Sterling Asset Manager LLC



                                      By:   /s/ Todd Travers
                                           -------------------------------------
                                      Name:  Todd Travers
                                      Title: Senior Portfolio Manager



                                      ML CLO XIX STERLING (CAYMAN) LTD.
                                      By: Sterling Asset Manager LLC



                                      By:   /s/ Todd Travers
                                           -------------------------------------
                                      Name:  Todd Travers
                                      Title: Senior Portfolio Manager


                                      PAM CAPITAL FUNDING LP
                                      By: Highland Capital Management, L.P.
                                          as Collateral Manager


                                      By:   /s/ Todd Travers
                                           -------------------------------------
                                      Name:  Todd Travers
                                      Title: Senior Portfolio Manager

                                       5
<PAGE>


                                      PAMCO CAYMAN LTD.
                                      By: Highland Capital Management, L.P.
                                          as Collateral Manager


                                      By:   /s/ Todd Travers
                                           -------------------------------------
                                      Name:  Todd Travers
                                      Title: Senior Portfolio Manager



                                      HIGHLAND LEGACY LIMITED
                                      By: Highland Capital Management, L.P.
                                          as Collateral Manager


                                      By:   /s/ Todd Travers
                                           -------------------------------------
                                      Name:  Todd Travers
                                      Title: Senior Portfolio Manager



                                       6
<PAGE>


                                      VAN KAMPEN SENIOR FLOATING RATE FUND
                                      By: Van Kampen Investment Advisory Corp.


                                      By:  /s/ Douglas L. Winchell
                                           -------------------------------------
                                      Name:  Douglas L. Winchell
                                      Title: Vice President


                                      VAN KAMPEN PRIME RATE INCOME TRUST
                                      By:  Van Kampen Investment Advisory Corp.


                                      By:  /s/ Douglas L. Winchell
                                           -------------------------------------
                                      Name:  Douglas L. Winchell
                                      Title: Vice President


                                      VAN KAMPEN SENIOR INCOME TRUST
                                      By:  Van Kampen Investment Advisory Corp.


                                      By:  /s/ Douglas L. Winchell
                                           -------------------------------------
                                      Name:  Douglas L. Winchell
                                      Title: Vice President

                                       7
<PAGE>


          Each of the undersigned  hereby  consents to the foregoing  Waiver 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 Waiver.

                                    AVSC INTELLECTUAL PROPERTY MANAGEMENT, INC.

                                    By:   /s/ Digby J. Davies
                                         ---------------------------------------
                                    Name:  Digby J. Davies
                                    Title: Executive Vice President &
                                           Chief Financial Officer


                                    AUDIO VISUAL SERVICES GROUP, INC.

                                    By:   /s/ Digby J. Davies
                                         ---------------------------------------
                                    Name:  Digby J. Davies
                                    Title: Executive Vice President &
                                           Chief Operating Officer


                                    VISUAL ACTION HOLDINGS INC.

                                    By:   /s/ Digby J. Davies
                                         ---------------------------------------
                                    Name:  Digby J. Davies
                                    Title: Executive Vice President & Treasurer


                                    HRI, V.I., INC.

                                    By:   /s/ Digby J. Davies
                                         ---------------------------------------
                                    Name:  Digby J. Davies
                                    Title: Executive Vice President & Treasurer


                                       8