Exhibit 4.1
-----------
[Letterhead of Penton Media, Inc.]
July 31, 2002
National City Bank
Corporate Trust Administration
000 Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, Xxxx 00000
Attention: Xxxxx Xxxxx
Re: Amendment No. 2 to Rights Agreement
-----------------------------------
Ladies and Gentlemen:
Pursuant to Section 27 of the Rights Agreement, as amended (the "Rights
Agreement"), dated as of June 9, 2000, between Penton Media, Inc. (the
"Company"), and National City Bank, as successor rights agent to Xxxxxx Trust
and Savings Bank, the Company, by resolution adopted by its Directors, hereby
amends the Rights Agreement as follows:
1. Section 1(j) of the Rights Agreement is hereby amended by deleting the
current section and replacing it with the following language:
"(j) `EXPIRATION DATE' means the earliest of (i) the Close of Business on
the Final Expiration Date, (ii) the time at which the Rights are redeemed
as provided in SECTION 23, (iii) the time at which all exercisable Rights
are exchanged as provided in SECTION 24, and (iv) if the Rights Agreement
has not been approved by the affirmative vote of a majority of the votes
cast of the Company's capital stock entitled to vote thereon at a meeting
of the stockholders to be held not later than the annual meeting of the
Company's stockholders to be held in 2003 (or any adjournment or
postponement thereof), at the Close of Business on the day of such annual
meeting (or any adjournment or postponement thereof).
2. The Rights Agreement shall not otherwise be supplemented or amended by
virtue of this Amendment No. 2 to the Rights Agreement, but shall remain in full
force and effect.
3. Capitalized terms used without other definition in this Amendment No. 2
to the Rights Agreement shall be used as defined in the Rights Agreement.
4. This Amendment No. 2 to the Rights Agreement shall be deemed to be a
contract made under the laws of the State of Delaware and for all purposes shall
be governed by and construed in accordance with the laws of such State
applicable to contracts to be made and to be performed entirely within Delaware.
National City Bank
July 31, 2002
Page 2
5. This Amendment No. 2 to the Rights Agreement may be executed in any
number of counterparts and each of such counterparts shall for all purposes be
deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument.
6. This Amendment No. 2 to the Rights Agreement shall be effective as of,
and immediately prior to, the execution and delivery of this amendment, and all
references to the Rights Agreement shall, from and after such time, be deemed to
be references to the Rights Agreement as amended hereby.
7. Exhibits B and C to the Rights Agreement shall be deemed amended in a
manner consistent with this Amendment No. 2 to the Rights Agreement.
Very truly yours,
PENTON MEDIA, INC.
By: /s/ Xxxxxxx X. Vice
_________________________________
Name: Xxxxxxx X. Vice
Title: Senior Vice President
Accepted and Agreed to as of the effective
time specified above.
NATIONAL CITY BANK
By: /s/ Xxxxx Xxxxx
_________________________________
Name: Xxxxx Xxxxx
Title: Vice President
