Applied Business Telecommunications Sample Contracts

Applied Business Telecommunications – FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE (October 4th, 2006)
Applied Business Telecommunications – SECOND AMENDMENT AND WAIVER TO (April 20th, 2001)

Exhibit 10.2.2 SECOND AMENDMENT AND WAIVER TO SHAREHOLDERS' AGREEMENT This Second Amendment and Waiver (the "AMENDMENT") to the Shareholders' Agreement dated as of October 11, 2000 is made as of April 4, 2001 among Advanstar Holdings Corp. (the "COMPANY"), the DLJ Funds, the Existing Shareholders, the DLJIP Funds, the Management Shareholders, Ares Leveraged Investment Fund, L.P. ("ARES I") and Ares Leveraged Investment Fund II, L.P. ("ARES II", and together with Ares I, the "ARES FUNDS"). W I T N E S S E T H : WHEREAS, the Company, the DLJ Funds, the Existing Shareholders, the DLJIP Funds and the Management Shareholders are parties to the Shareholders' Agreement dated as of October 11, 2000, as amended by the First Amendment and Waiver to Shareholders' Agreement dated as of February 21, 2001 among such parties (

Applied Business Telecommunications – FIRST AMENDMENT AND WAIVER TO (April 20th, 2001)

Exhibit 10.2.1 FIRST AMENDMENT AND WAIVER TO SHAREHOLDERS' AGREEMENT This First Amendment and Waiver (the "AMENDMENT") to the Shareholders' Agreement dated as of October 11, 2000 is made as of February 21, 2001 among Advanstar Holdings Corp. (the "COMPANY"), the DLJ Funds, the Existing Shareholders, the DLJIP Funds, and the Management Shareholders. W I T N E S S E T H : WHEREAS, the Company, the DLJ Funds, the Existing Shareholders, the DLJIP Funds, and the Management Shareholders are parties to the Shareholders' Agreement dated as of October 11, 2000 (the "SHAREHOLDER'S AGREEMENT"); WHEREAS, the DLJIP Funds desire to exchange all of their Warrants for Warrants to be issued pursuant to the Holdco Warrant Exchange Agreement; and WHEREAS, the parties hereto desire to amend the Shareholders' Ag

Applied Business Telecommunications – 12% SERIES B SENIOR SUBORDINATED NOTES DUE 2011 (April 20th, 2001)

EXHIBIT 99.4 OFFER TO EXCHANGE 12% SERIES B SENIOR SUBORDINATED NOTES DUE 2011 (REGISTERED UNDER THE SECURITIES ACT OF 1933) FOR ANY AND ALL OUTSTANDING 12% SERIES A SENIOR SUBORDINATED NOTES DUE 2011 OF ADVANSTAR COMMUNICATIONS INC. To Registered Holders and The Depository Trust Company Participants: Enclosed are the materials listed below relating to the offer by Advanstar Communications Inc., a New York corporation (the "Company"), to exchange its 12% Series B Senior Subordinated Notes due 2011 (the "New Securities"), pursuant to an offering registered under the Securities Act of 1933, as amended (the "Securities Act"), for a like principal amount of its issued and outstanding 1

Applied Business Telecommunications – REGISTRATION RIGHTS AGREEMENT (April 20th, 2001)

Exhibit 1.1 EXECUTION COPY ================================================================================ REGISTRATION RIGHTS AGREEMENT ADVANSTAR COMMUNICATIONS INC. as Issuer APPLIED BUSINESS TELECOMMUNICATIONS, INC. MEN'S APPAREL GUILD IN CALIFORNIA, INC. as Guarantors $160,000,000 12% SENIOR SUBORDINATED NOTES DUE 2011 Dated as of February 21, 2001 ------------------- CREDIT SUISSE FIRST BOSTON CORPORATION, AS THE REPRESENTATIVE OF THE SEVERAL INITIAL PURCHASERS ===========================================================

Applied Business Telecommunications – 12% SERIES A SENIOR SUBORDINATED NOTES DUE 2001 (April 20th, 2001)

EXHIBIT 99.2 NOTICE OF GUARANTEED DELIVERY FOR TENDER OF 12% SERIES A SENIOR SUBORDINATED NOTES DUE 2001 OF ADVANSTAR COMMUNICATIONS INC. This Notice of Guaranteed Delivery or one substantially equivalent hereto must be used to accept the Exchange Offer (as defined below) if (i) certificates for the Company's (as defined below) 12% Series A Senior Subordinated Notes due 2001 (the "Old Securities") are not immediately available, (ii) Old Securities cannot be delivered to Wells Fargo Bank Minnesota, N.A. (the "Exchange Agent") on or prior to the Expiration Date (as defined in the Prospectus referred to below) or (iii) the procedures for book-entry transfer cannot be completed on a timely basis. This Notice of Guaranteed Delivery may be delivered by hand or sent by

Applied Business Telecommunications – UNDER THE TRUST INDENTURE ACT OF 1939 OF A (April 20th, 2001)

Exhibit 25.1 ============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------------- FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ----------------------------- /_/ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b) (2) WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) A U.S. NATIONAL BANKING ASSOCIATION 41-1592157 (Jurisdiction of incorporation or

Applied Business Telecommunications – 12% SERIES B SENIOR SUBORDINATED NOTES DUE 2011 (April 20th, 2001)

EXHIBIT 99.3 OFFER TO EXCHANGE 12% SERIES B SENIOR SUBORDINATED NOTES DUE 2011 (REGISTERED UNDER THE SECURITIES ACT OF 1933) FOR ANY AND ALL OUTSTANDING 12% SERIES A SENIOR SUBORDINATED NOTES DUE 2011 OF ADVANSTAR COMMUNICATIONS INC. To Our Clients: Enclosed is a Prospectus, dated ________, 2001, of Advanstar Communications Inc., a New York corporation (the "Company"), and a related Letter of Transmittal (which together constitute the "Exchange Offer") relating to the offer by the Company to exchange its 12% Series B Senior Subordinated Notes due 2011 (the "New Securities"), pursuant to an offering registered under the Securities Act of 1933, as amended (the "Securities Act"), for a like principal amount of its issued and outstan

Applied Business Telecommunications – 12% SERIES A SENIOR SUBORDINATED NOTES DUE 2011 (April 20th, 2001)

EXHIBIT 99.1 LETTER OF TRANSMITTAL ADVANSTAR COMMUNICATIONS INC. OFFER TO EXCHANGE ITS 12% SERIES B SENIOR SUBORDINATED NOTES DUE 2011 (REGISTERED UNDER THE SECURITIES ACT OF 1933) FOR ANY AND ALL OF ITS OUTSTANDING 12% SERIES A SENIOR SUBORDINATED NOTES DUE 2011 PURSUANT TO THE PROSPECTUS DATED _____, 2001 THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON ______. 2001 UNLESS THE OFFER IS EXTENDED. THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS: WELLS FARGO BANK MINNESOTA, N.A. BY REGISTERED OR CERTIFIED MAIL: BY OVERNIGHT DELIVERY OR REGULAR MAIL: Wells Fargo Bank Minnesota, N.A.

Applied Business Telecommunications – FACILITIES LICENSE AGREEMENT (June 18th, 1998)

EXHIBIT 10.14 CONTRACT # 2000-06-B --------- SANDS EXPO 201 EAST SANDS AVENUE . LAS VEGAS, NEVADA 89109 . 702-733-5556 SHOW NAME: MEN'S APPAREL GUILD IN CALIFORNIA (MAGIC) ----------------------------------------- FACILITIES LICENSE AGREEMENT This agreement made and entered into this 5TH day of SEPTEMBER, 1997 by and --- --------------- between INTERFACE GROUP - NEVADA, INC. (hereinafter "Licensor") and MEN'S ----- APPAREL GUILD IN CALIFORNIA (MAGIC) (hereinafter "Licensee"). The Sands Expo -----------------------------------

Applied Business Telecommunications – AMENDMENT ONE TO (June 18th, 1998)

EXHIBIT 10.8 AMENDMENT ONE TO AGREEMENT C-1041-R2 and AGREEMENT H-1066-R2 July 31,1997 THIS AMENDMENT ONE is made to those certain agreements by and between ADVANSTAR COMMUNICATIONS, INC. ("Customer") and BANTA PUBLICATIONS GROUP (two divisions of Banta Corporation, f/k/a The Hart Press and Clark Printing Company; collectively and individually herein, "Printer") dated May 5, 1995, and identified as Agreement C-104 1-R2 and Agreement H-1066-R2 (the "Agreements"), effective July 28, 1997. WHEREAS, Customer and Printer desire to amend the Agreements, which shall remain in full force and effect with the modifications and additions set forth below; THEREFORE, in consideration of the mutual covenants contained herein, Customer and Printer agree as follows: (1) The terms of the Agreements are extended from December 31, 2000 to Decemb

Applied Business Telecommunications – FACILITIES LICENSE AGREEMENT (June 18th, 1998)

EXHIBIT 10.15 CONTRACT #2000-07 ----------------- SANDS -------------------------------------------------------------------------------- EXPO AND CONVENTION CENTER -------------------------------------------------------------------------------- 201 E. SANDS AVENUE, LAS VEGAS, NV 89109 . 702-733-5556 SHOW NAME: MEN'S APPAREL GUILD IN CALIFORNIA (MAGIC) ----------------------------------------- FACILITIES LICENSE AGREEMENT This agreement made and entered into this 5TH day of SEPTEMBER, 1997 by and --- --------------- between INTERFACE GROUP - NEVADA, INC

Applied Business Telecommunications – LEASE AGREEMENT #7833.1 (June 18th, 1998)

EXHIBIT 10.9 LAS VEGAS CONVENTION CENTER LEASE AGREEMENT #7833.1 This lease agreement made and entered into this 2nd day of February, 1996, by and between the LAS VEGAS CONVENTION AND VISITORS AUTHORITY, 3150 Paradise Road, Las Vegas, Nevada 89109, (702) 892-0711 (hereinafter referred to as "LVCVA") and LESSEE. MEN'S APPAREL GUILD IN CALIFORNIA (MAGIC) Mr. Joseph Loggia, COO & CFO 100 Wilshire Boulevard, Suite 1850 Santa Monica, CA 90401 310/393-7757 OVERALL DATES commencing at 12:01 a.m. August 27, 1998 and terminating at 11:59 p.m. September 6, 1998 ACTUAL SHOW/MEETING DATES: August 31-September 3, 1998 Special conditions, if applicable, are listed below and/or attached hereto

Applied Business Telecommunications – EXCHANGE AND REGISTRATION RIGHTS AGREEMENT (June 18th, 1998)

EXHIBIT 10.2 ADVANSTAR COMMUNICATIONS INC. $150,000,000 9 1/4% Senior Subordinated Notes due 2008 EXCHANGE AND REGISTRATION RIGHTS AGREEMENT ------------------------------------------ April 30, 1998 CHASE SECURITIES INC. LEHMAN BROTHERS INC. c/o Chase Securities Inc. 270 Park Avenue, 4th floor New York, New York 10017 Ladies and Gentlemen: Advanstar Communications Inc., a New York corporation (the "Company"), ------- proposes to issue and sell to Chase Securities Inc. ("CSI") and Lehman Brothers --- Inc. (together with CSI, the "Initial Purchasers"), upon the terms and subject

Applied Business Telecommunications – 1996 STOCK OPTION PLAN (June 18th, 1998)

EXHIBIT 10.6 AHI HOLDING CORP. 1996 STOCK OPTION PLAN ---------------------- 1. PURPOSE. The purpose of this 1996 Stock Option Plan (the "Plan") is to ------- encourage employees of AHI Holding Corp. (the "Company") and of any present or future parent or subsidiary of the Company (collectively, "Related Corporations"), and other individuals who render services to the Company or a Related Corporation, by providing opportunities to purchase stock in the Company pursuant to options granted hereunder ("Non-Qualified Options"). Non-Qualified Options are referred to hereafter individually as an "Option" and collectively as "Options." As used herein, the terms "parent" and "subsidiary" mean "parent corporation" and "subsidiary corporation," respectivel

Applied Business Telecommunications – Lease Agreement #7964 (June 18th, 1998)

EXHIBIT 10.10 LAS VEGAS CONVENTION CENTER Lease Agreement #7964 This lease agreement made and entered into this 24th day of December, 1996, by and between the LAS VEGAS CONVENTION AND VISITORS AUTHORITY, 3150 Paradise Road, Las Vegas, Nevada 89109, (702) 892-0711 (hereinafter referred to as "LVCVA") and LESSEE, MEN'S APPAREL GUILD IN CALIFORNIA Mr. Joseph Loggia, President 6200 Canoga Avenue, Suite 303 Woodland Hills, CA 91367 818/593-5000 OVERALL DATES commencing at 12:01 a.m. February 25, 1999 and terminating at 11:59 a.m. March 6, 1999 ACTUAL SHOW/MEETING DATES: March 1-4, 1999 Special conditions, if applicable, are listed below and/or attached hereto and marked as Exhib

Applied Business Telecommunications – CONVENTION AGREEMENT (June 18th, 1998)

EXHIBIT 10.16 CONVENTION AGREEMENT LAS VEGAS HILTON March 19, 1998 CONVENTION AGREEMENT LAS VEGAS HILTON March 19, 1998 COMPANY NAME MAGIC INTERNATIONAL NAME OF EVENT Fall 1998 Show CONTACT Mr. Joe Loggia President MAGIC INTERNATIONAL

Applied Business Telecommunications – PURCHASE AGREEMENT (June 18th, 1998)

EXHIBIT 10.1 ADVANSTAR COMMUNICATIONS INC. $150,000,000 9 1/4% Senior Subordinated Notes due 2008 PURCHASE AGREEMENT ------------------ April 27, 1998 CHASE SECURITIES INC. LEHMAN BROTHERS INC. c/o Chase Securities Inc. 270 Park Avenue, 4th floor New York, New York 10017 Ladies and Gentlemen: Advanstar Communications Inc., a New York corporation (the "Company"), ------- proposes to issue and sell $150,000,000 aggregate principal amount of its 9 1/4% Senior Subordinated Notes due 2008 (the "Notes"), which Notes will be ----- unconditionally guaranteed (the "Guarantees", and, t

Applied Business Telecommunications – FACILITIES LICENSE AGREEMENT (June 18th, 1998)

EXHIBIT 10.12 CONTRACT # 99-008D ------- SANDS EXPO ================================================================================ 201 EAST SANDS AVENUE , LAS VEGAS, NEVADA 89109 . 702-733-5556 SHOW NAME: MEN'S APPAREL GUILD IN CALIFORNIA (MAGIC) ----------------------------------------- FACILITIES LICENSE AGREEMENT This agreement date and entered into this 5TH day of SEPTEMBER, 1997 by and --- --------------- between INTERFACE GROUP - NEVADA, INC. (hereinafter "Licensor") and MEN'S APPAREL GUILD IN CALIFORNIA (MAGIC) (hereinafter "Licensee"). The Sands Expo and Convention C

Applied Business Telecommunications – CREDIT AGREEMENT (June 18th, 1998)

EXHIBIT 10.3 EXECUTION COPY ================================================================================ CREDIT AGREEMENT among ADVANSTAR COMMUNICATIONS INC., as Borrower ADVANSTAR HOLDINGS, INC., as Company AHI HOLDING CORP., as Parent Guarantor SUBSIDIARY GUARANTORS REFERRED TO HEREIN THE SEVERAL LENDERS FROM TIME TO TIME PARTIES HERETO THE CHASE MANHATTAN BANK, as Administrative Agent and

Applied Business Telecommunications – EMPLOYMENT AGREEMENT (June 18th, 1998)

EXHIBIT 10.5 EMPLOYMENT AGREEMENT -------------------- THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of July 1, 1996 by and between AHI HOLDING CORP., a Delaware corporation (the "Company") and James Alic ("Executive"). WHEREAS, the Company has acquired, pursuant to a Merger Agreement dated as of April 12, 1996, and currently operates certain trade exposition and publishing businesses; and WHEREAS, the Company wishes to employ Executive and Executive is prepared to serve in those capacities required by the Company. NOW, THEREFORE, the parties agree as follows: 1. Position and Authority. The Company agrees to employ the Executive, and ---------------------- the Executive accepts such employment and agrees to serve the Company as Vice Chairman of the Company and its respective Subsidiaries, f

Applied Business Telecommunications – SUPPLEMENTAL INDENTURE (June 18th, 1998)

EXHIBIT 4.2 SUPPLEMENTAL INDENTURE THIS SUPPLEMENTAL INDENTURE, dated as of May 19, 1998, among Advanstar Communications Inc., a New York corporation (the "Company"), Applied Business teleCommunications, a California corporation and a wholly-owned subsidiary of the Company (the "New Subsidiary Guarantor"), and The Bank of New York (the "Trustee"). WHEREAS, the Company, the Guarantors listed therein and the Trustee entered into an Indenture dated as of April 30, 1998 (together with this Supplemental Indenture, the "Indenture") to provide, among other things, for the authentication, delivery and administration of the Company's 9 1/4% Senior Subordinated Notes due 2008 (the "Notes") which evidence certain indebtedness of the Company; WHEREAS, pursuant to a Stock Purchase Agreement dated as of May 7, 1998 by and among the Company, the New Subsidiary Guarantor, Patrick S.

Applied Business Telecommunications – FACILITIES LICENSE AGREEMENT (June 18th, 1998)

EXHIBIT 10.13 CONTRACT # 99-009D ------- SANDS EXPO 201 EAST SANDS AVENUE . LAS VEGAS, NEVADA 89109 . 702-733-5556 SHOW NAME: MEN'S APPAREL GUILD IN CALIFORNIA (MAGIC) ----------------------------------------- FACILITIES LICENSE AGREEMENT This Agreement made and entered into this 5TH day of SEPTEMBER, 1997 by and --- --------------- between INTERFACE GROUP - NEVADA, INC. (hereinafter "Licensor") and MEN'S ----- APPAREL GUILD IN CALIFORNIA (MAGIC) (hereinafter "Licensee"). The Sands Expo -----------------------------------

Applied Business Telecommunications – 9 1/4% Senior Subordinated Notes due 2008 (June 18th, 1998)

EXHIBIT 4.6 [FORM OF FACE OF EXCHANGE SECURITY] No. [_____] Principal Amount $[____________] CUSIP NO. 00758R A C 8 9 1/4% Senior Subordinated Notes due 2008 Advanstar Communications Inc., a New York corporation, promises to pay to [______________], or registered assigns, the principal sum of [_______________] Dollars on May 1, 2008. Interest Payment Dates: May 1 and November 1 Record Dates: April 15 and October 15 Additional provisions of this Security are set forth on the other side of this Security. ADVANSTAR COMMUNICATIONS INC. By:__________________________ By:__________________________ TRUST

Applied Business Telecommunications – EMPLOYMENT AGREEMENT (June 18th, 1998)

EXHIBIT 10.4 EMPLOYMENT AGREEMENT -------------------- THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of July 1, 1996 by and between AHI HOLDING CORP., a Delaware corporation (the "Company") and Robert L. Krakoff ("Executive"). WHEREAS, the Company has acquired, pursuant to a Merger Agreement dated as of April 12, 1996, and currently operates certain trade exposition and publishing businesses; and WHEREAS, the Company wishes to employ Executive and Executive is prepared to serve in those capacities required by the Company. NOW, THEREFORE, the parties agree as follows: 1. Position and Authority. The Company agrees to employ the Executive, ---------------------- and the Executive accepts such employment and agrees to serve the Company as the Chairman of the Board of Directors and Chief Execu

Applied Business Telecommunications – FACILITIES RENTAL AGREEMENT (June 18th, 1998)

Exhibit 10.11 CONTRACT #98-021-A ------------------ SANDS -------------------------------------------------------------------------------- EXPO AND CONVENTION CENTER -------------------------------------------------------------------------------- 201 E. SANDS AVENUE, LAS VEGAS, NV 89109 . 702-733-5556 . Fax 702-733-5353 SHOW NAME: MEN'S APPAREL GUILD IN CALIFORNIA (MAGIC) ----------------------------------------- FACILITIES RENTAL AGREEMENT This agreement made and entered into this 25th day of September, 1996 by and ---- --------------- between INTERFACE GROUP