EXHIBIT 6
to SCHEDULE 13D
[Letterhead of Penton Media, Inc.]
March 18, 2002
National City Bank
Corporate Trust Administration
000 Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, Xxxx 00000
Attention: Xxxxx Xxxxx
Re: AMENDMENT NO. 1 TO RIGHTS AGREEMENT
Ladies and Gentlemen:
Pursuant to Section 27 of the Rights Agreement (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(a) of the Rights Agreement is hereby amended by
adding the following paragraphs to the end of Section 1(a):
"Notwithstanding the foregoing, no Investor (as defined in Section 1
(gg)), or any Affiliate or Associate of an Investor, shall become an
Acquiring Person solely as a result of the approval, execution or
delivery of the Purchase Agreement (as defined in Section 1(ii)) or the
Ancillary Documents (as defined in Section 1(dd)) or the consummation
of the transactions contemplated by any of them, including without
limitation the issuance of the Series B Preferred Stock (as defined in
Section 1(ll)) or the Warrants (as defined in Section 1 (mm)) or the
conversion of the Series B Preferred Stock or the exercise of the
Warrants, in each case, in accordance with the terms thereof, unless
and until such time as (i) the Investor, or any Affiliate or Associate
of the Investor, thereafter becomes the Beneficial Owner of additional
Common Shares other than as a result of the conversion of the Series B
Preferred Stock, exercise of the Warrants, acquisitions of equity
securities directly from the Company or a stock dividend, stock split
or similar transaction effected by the Company in which all holders of
Common Shares are treated equally, or (ii) any other Person who is the
Beneficial Owner of Common Shares representing 1% or more of the
then-outstanding Common Shares thereafter becomes an Affiliate or
Associate of an Investor.
In addition, notwithstanding the foregoing, any Person that acquires
securities from an Investor (each a "Permitted Transferee"), pursuant
to a transfer of securities permitted by Section 6.4 of the Purchase
Agreement, (such a transfer, an "Exempt Transfer"), shall not become an
Acquiring Person solely as a result of the Exempt Transfer, unless and
until such time as (i) such Permitted Transferee or any Affiliate or
Associate of such Permitted Transferee thereafter becomes the
Beneficial Owner of additional Common Shares other than as a result of
an Exempt Transfer, conversion of the Series B Preferred Stock,
exercise of the Warrants, acquisitions of equity securities directly
from the Company or
National City Bank
March 18, 2002
Page 2
as the result of a stock dividend, stock split or similar transaction
effected by the Company in which all holders of Common Shares are
treated equally, or (ii) any other Person who is the Beneficial Owner
of Common Shares representing 1% or more of the then-outstanding Common
Shares thereafter becomes an Affiliate or Associate of such Permitted
Transferee."
2. Section 1(b) of the Rights Agreement is hereby amended by
adding the following proviso to the end thereof:
"PROVIDED FURTHER, HOWEVER, that no Investor will be deemed to be an
Affiliate or Associate of another Investor solely because of any
agreement contained in, or provision of, the Purchase Agreement, the
Certificate of Designations or the Warrants"
3. Section 1(c) of the Rights Agreement is hereby amended by
adding the following at the end of the first proviso and before the second
proviso of such Section:
"or (C) with respect to any Investor, if such beneficial ownership
arises solely as a result of any agreement contained in, or provision
of, the Purchase Agreement, the Certificate of Designations or the
Warrants"
4. Section 1 of the Rights Agreement is hereby amended by adding
the following Subsections (dd), (ee), (ff), (gg), (hh), (ii), (jj), (kk), (ll)
and (mm):
(dd) "Ancillary Documents" means the Registration Rights Agreement, the
Warrants, the Certificate of Designations and all other contracts,
agreements, schedules, certificates and other documents delivered
pursuant to or in connection with the Purchase Agreement by any party
thereto at or prior to the closing of the transactions contemplated
thereby.
(ee) "Certificate of Designations" means the Company's Certificate of
Designations, Preferences and Rights of Series B Convertible Preferred
Stock designating the rights and preferences of the Series B Preferred
Stock.
(ff) "Exempt Transfer" has the meaning set forth in Section 1(a).
(gg) "Investor" means any of ABRY Mezzanine Partners, L.P., ABACUS
Master Fund, Ltd., Sandler Capital Partners V, L.P., Sandler Capital
Partners V FTE, L.P., or Sandler Capital Partners V Germany, L.P.
(hh) "Permitted Transferee" has the meaning set forth in Section 1(a).
(ii) "Purchase Agreement" means the Amended and Restated Series B
Convertible Preferred Stock and Warrant Purchase Agreement, dated as of
March 18, 2002, by and among the Company and the Investors.
(jj) "Registration Rights Agreement" means the Registration Rights
Agreement by and among the Company and the Investors to be entered into
pursuant to the terms of the Purchase Agreement.
National City Bank
March 18, 2002
Page 3
(ll) "Series B Preferred Stock" means the Company's Series B
Convertible Preferred Stock, par value $.01 per share.
(mm) "Warrants" means the warrants to purchase Common Stock issued to
the Investors pursuant to the terms of the Purchase Agreement.
5. The Rights Agreement shall not otherwise be supplemented or
amended by virtue of this Amendment No. 1 to the Rights Agreement, but shall
remain in full force and effect.
6. Capitalized terms used without other definition in this
Amendment No. 1 to the Rights Agreement shall be used as defined in the Rights
Agreement.
7. This Amendment No. 1 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.
8. This Amendment No. 1 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.
9. This Amendment No. 1 to the Rights Agreement shall be
effective as of, and immediately prior to, the execution and delivery of the
Purchase Agreement, 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.
10. Exhibits B and C to the Rights Agreement shall be deemed
amended in a manner consistent with this Amendment No. 1 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: _______________________________________
Name:
Title:
