Exhibit 10.3.5


 


EXECUTION COPY


 


FIFTH
AMENDMENT


 


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


 


W I T N E S S
E T H:


 


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


 


WHEREAS, the Borrower has requested that the Lenders
amend the Existing Credit Agreement in certain respects as more specifically
set forth herein; and


 


WHEREAS, the Lenders have agreed, subject to the terms
and conditions set forth herein, to amend the Existing Credit Agreement as set
forth below (the Existing Credit Agreement, as amended by this Amendment, being
referred to as the “Credit Agreement”);


 


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


 


ARTICLE  I

DEFINITIONS


 


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


 


“Amendment” is defined in the preamble.


 


“Borrower” is defined in the preamble.


 


“Credit Agreement”
is defined in the third  recital.


 


“Existing Credit
Agreement” is defined in the first
recital.


 


“Lenders” is defined in the first  recital.


 





















 


“Fifth
Amendment Effective Date” is defined in Section 3.1.


 


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


 


ARTICLE  II

AMENDMENTS TO THE

EXISTING CREDIT AGREEMENT


 


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


 


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


 


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


 


“Contingent
Payment Date” means the earlier of (i) the date on which the
Contingent Payment is paid and (ii) the date on which the Borrower
determines 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 and
restated or otherwise modified from time to time in accordance with the terms
of 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 as
set 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 Restricted
Subsidiaries pursuant to this clause, when aggregated with the amount of
Investments made by the Borrower and Restricted Subsidiaries in PGT pursuant to
clauses (j) and (s) of Section 7.2.5, shall not at 


 


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


 


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


 


“(2) in
the case of any such Indebtedness owed by PGT, or owed by a Person other than
the Borrower or a Subsidiary Guarantor (excluding PGT), such Indebtedness shall
not be forgiven or otherwise discharged for any consideration other than
payment (Dollar for Dollar or, if denominated in any currency other than
Dollars, such currency) in cash unless the Administrative Agent otherwise
consents;”


 


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


 


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


 


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


 


(s)  other
Investments (excluding Investments by the Borrower or a Restricted Subsidiary
in PGT) in an aggregate amount not to exceed $10,000,000 at any time
outstanding;


 


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


 


or (e) in the case
of PGT, modify the Purchase Agreement or any document delivered in connection
therewith to adversely affect the Lenders, including any change that would
advance the payment date for or increase the amount of the Contingent Payment.


 


ARTICLE  III

CONDITIONS TO EFFECTIVENESS


 


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


 


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


 


SECTION 
3.1.1. Executed Counterparts.  The
Administrative Agent shall have received counterparts of this Amendment
duly 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 an
Affirmation and Consent, dated as of the Fifth Amendment Effective Date, in
form and substance reasonably satisfactory to the Administrative Agent, duly
executed and delivered by an Authorized Officer of each of the Obligors other
than the Borrower.


 


SECTION 
3.1.3. Supplement to Subsidiary Guaranty.  The Administrative Agent shall have received
counterparts of a Supplement to the Subsidiary Guaranty, dated as of the Fifth
Amendment Effective Date, in form and substance satisfactory to the
Administrative Agent, duly executed and delivered by an Authorized Officer of
PGT.


 


SECTION 
3.1.4. Supplement to Borrower Pledge and Security Agreement.  The Administrative Agent shall have received
counterparts of a Supplement to the Borrower Pledge and Security Agreement,
dated as of the Fifth Amendment Effective Date, in form and substance
satisfactory to the Administrative Agent, duly executed and delivered by the
Borrower together with certificates representing all issued and outstanding
Capital Stock of PGT and undated stock powers duly executed in blank by an
Authorized Officer of the Borrower.


 


SECTION 
3.1.5. Supplement to Subsidiary Pledge and Security Agreement.  The Administrative Agent shall have received
counterparts of a Supplement to the Subsidiary Pledge and Security Agreement,
dated as of the Fifth Amendment Effective Date, in form and substance
satisfactory to the Administrative Agent, duly executed and delivered by an
Authorized Officer of PGT.


 


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


 


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


 


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


 










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


 


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


 


ARTICLE  IV

MISCELLANEOUS PROVISIONS


 


SECTION 
4.1. Cross-References.  References
in this Amendment to any Article or Section are, unless otherwise
specified, to such Article or Section of this Amendment.


 


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


 


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


 


SECTION 
4.4. Full Force and Effect; Limited Amendment.  Except as expressly amended hereby, all
of the representations, warranties, terms, covenants, conditions and other
provisions of the Existing Credit Agreement and the Loan Documents shall remain
unchanged and shall continue to be, and shall remain, in full force and effect
in accordance with their respective terms. 
The amendments set forth herein shall be limited precisely as provided
for herein to the provisions expressly amended herein and shall not be deemed
to be an amendment to, waiver of, consent to or modification of any other term
or provision of the Existing Credit Agreement, any other Loan Document referred
to therein or herein or of any transaction or further or future action on the
part of the Borrower or any Obligor which would require the consent of the
Lenders 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 MADE
UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING FOR
SUCH PURPOSES SECTION 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF
THE STATE OF NEW YORK).


 


SECTION 
4.6. Execution in Counterparts. 
This Amendment may be executed in any number of counterparts by the
parties hereto, each of which counterparts when so executed shall be an
original, but all the counterparts shall together constitute one and the same
agreement.  The Required Lenders party to
this Amendment hereby authorize and direct the Administrative Agent to execute
and deliver the acknowledgment letter referenced in Section 3.1.7 of this Amendment.  Delivery of an executed counterpart of a
signature page to this Amendment by facsimile shall be effective as
delivery 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 the
Borrower hereby (i) represents and warrants to the Lenders that both
before and after giving effect to this Amendment, all of the statements set
forth in clauses (a) and (c) of Section 5.2.1
of the Existing Credit Agreement are true and correct on 


 


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and as of the
Fifth Amendment Effective Date, and (ii) covenants and agrees that no
proceeds of Revolving Loans will be applied to finance the acquisition of PGT pursuant
to the Purchase Agreement.


 


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IN WITNESS WHEREOF, the parties hereto have caused
this Amendment to be executed by their respective officers hereunto duly
authorized 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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