Waiver to Credit Agreement among Audio Visual Services Corporation, Lenders, Chase Manhattan Bank, and Merrill Lynch Capital Corporation (June 30, 2001)

Summary

This waiver agreement, dated June 30, 2001, is between Audio Visual Services Corporation and its subsidiary, several lenders, The Chase Manhattan Bank (as Administrative Agent), and Merrill Lynch Capital Corporation (as Syndication Agent). It temporarily waives the borrowers' obligation to retain an investment banker, as required by a previous amendment to their credit agreement, until October 1, 2001. The waiver is effective upon execution by the required majority of lenders and payment of certain administrative costs. All other terms of the original credit agreement remain unchanged.

EX-10.9 3 c21582_ex10-9.txt WAIVER - JUNE 30 - CHASE AND MERRILL 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 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 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 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 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 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 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 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