Participations in
Loans [a06-12583_1ex10d1.htm#Section10_11SaleAndTransferOfLoan_053629]
SECTION 10.11.1 Assignments
[a06-12583_1ex10d1.htm#Section10_11_1Assignments_053633]
SECTION 10.11.2 Participations
[a06-12583_1ex10d1.htm#Section10_11_2Participations_053723]
SECTION 10.12 Other Transactions
[a06-12583_1ex10d1.htm#Section10_12OtherTransactions_053730]
SECTION 10.13 Forum Selection and Consent to Jurisdiction
[a06-12583_1ex10d1.htm#Section10_13ForumSelectionAndCons_053737]
SECTION 10.14 Waiver of Jury Trial
[a06-12583_1ex10d1.htm#Section10_14WaiverOfJuryTrial_053745]
SECTION 10.15 Confidentiality
[a06-12583_1ex10d1.htm#Section10_15Confidentiality_053750]
SECTION 10.16 Patriot Act [a06-12583_1ex10d1.htm#Section10_16PatriotAct_053800]
SECTION 10.17 Public Information
[a06-12583_1ex10d1.htm#Section10_17PublicInformation_053805]
SCHEDULE I
-
Disclosure Schedule
SCHEDULE II
-
Percentages and Administrative Information
EXHIBIT A-1
-
Form of Revolving Note
EXHIBIT A-2
-
Form of Term Note
EXHIBIT A-3
-
Form of Swing Line Note
EXHIBIT B-1
-
Form of Borrowing Request
EXHIBIT B-2
-
Form of Issuance Request
EXHIBIT C
-
Form of Continuation/Conversion Notice
EXHIBIT D
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Form of Amendment Effective Date Certificate
EXHIBIT E
-
[Intentionally Omitted]
EXHIBIT F
-
Form of Lender Assignment Agreement
EXHIBIT G-1
-
Form of AHC Guaranty and Pledge Agreement
EXHIBIT G-2
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Form of Holdco Guaranty and Pledge Agreement
EXHIBIT G-3
-
Form of Borrower Pledge and Security Agreement
EXHIBIT G-4
-
Form of Subsidiary Pledge and Security Agreement
EXHIBIT H
-
Form of Subsidiary Guaranty
vi
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of May 24, 2006, is
by and among ADVANSTAR COMMUNICATIONS INC., a New York corporation (the
"Borrower"), the various financial institutions as are or may become parties
hereto (collectively, the "Lenders"), CREDIT SUISSE SECURITIES (USA) LLC ("CS
Securities") as a Joint Lead Arranger, Joint Bookrunner and Syndication Agent
(in such capacity, the "Syndication Agent") for the Lenders, GOLDMAN SACHS
CREDIT PARTNERS L.P. ("GSCP"), as a Joint Lead Arranger and Joint Bookrunner
(together with CS Securities, in such capacities, the "Lead Arrangers"), CREDIT
SUISSE, CAYMAN ISLANDS BRANCH ("Credit Suisse")(as successor to Bank of America
N.A.), as administrative agent (in such capacity, the "Administrative Agent",
and collectively with the Syndication Agent, the "Agents") for the Lenders and
WELLS FARGO BANK, NATIONAL ASSOCIATION., as documentation agent (in such
capacity, the "Documentation Agent") for the Lenders.
W I T N E S S E T H:
WHEREAS, pursuant to the Credit Agreement dated as of October 11, 2000 (as
amended, supplemented or otherwise modified prior to the date hereof, the
"Existing Credit Agreement"), among the Borrower, various financial institutions
as lenders (the "Existing Lenders"), DLJ Capital Funding, Inc. ("DLJ Capital
Funding", the predecessor of Credit Suisse), as lead arranger and as syndication
agent for the Existing Lenders, Fleet National Bank (the predecessor of Bank of
America, N.A.), as administrative agent for the Existing Lenders, and DLJ
Capital Funding, as documentation agent for the Existing Lenders, the Existing
Lenders, on the terms and subject to the conditions set forth therein, committed
to make extensions of credit to the Borrower and did extend a revolving loan
commitment, letter of credit commitment and swing line loan commitment and made
the Initial Term-A Loans and the Initial Term-B Loans (each as defined in the
Existing Credit Agreement);
WHEREAS, pursuant to the terms of the Existing Credit Agreement, all outstanding
Initial Term-A Loans and Initial Term-B Loans (so defined) have been