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Registration Rights Agreement

 

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Title:

Registration Rights Agreement

Entities:

One Inc ; Penton Media, Inc.; U.S. Bank, NA; Jones, Day, Reavis & Pogue; Skadden, Arps, Slate, Meagher & Flom LLP

Date:

2002

Size:

Preview shows 22KB of 86KB total

Price:

$43

ID:

#2146337

 

 

► Corporate ► Rights ► Registration Rights Agreements
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                               PENTON MEDIA, INC.



11 7/8% SENIOR SECURED NOTES DUE 2007



REGISTRATION RIGHTS AGREEMENT



March 28, 2002


Credit Suisse First Boston Corporation
Eleven Madison Avenue
New York, New York 10010-3629


Ladies and Gentlemen:


Penton Media, Inc., a Delaware corporation (the "ISSUER"), proposes to
issue and sell to Credit Suisse First Boston Corporation (the "INITIAL
PURCHASER"), upon the terms set forth in a purchase agreement, dated as of March
21, 2002 (the "PURCHASE AGREEMENT"), $157,500,000 aggregate principal amount of
its 11 7/8% Series A Senior Secured Notes due 2007 (the "INITIAL SECURITIES") to
be guaranteed by the guarantors party to the Indenture (as defined below) (the
"GUARANTORS" and, collectively with the Issuer, the "COMPANY"). The Initial
Securities will be issued pursuant to an indenture (the "INDENTURE"), dated as
of the Closing Date (as defined below), among the Issuer, the Guarantors and
U.S. Bank National Association, as trustee (the "TRUSTEE"). As an inducement to
the Initial Purchaser to enter into the Purchase Agreement, the Company agrees
with the Initial Purchaser, for the benefit of the Initial Purchaser and the
holders of the Securities (as defined below) (collectively the "HOLDERS"), as
follows:

1. Registered Exchange Offer. Unless not permitted by applicable law
(after the Company has complied with the ultimate paragraph of this Section 1),
the Company shall prepare and, not later than 90 days (such 90th day being a
"FILING DEADLINE") after the date hereof (the "CLOSING DATE"), file with the
Securities and Exchange Commission (the "COMMISSION") a registration statement
(the "EXCHANGE OFFER REGISTRATION STATEMENT") on an appropriate form under the
Securities Act of 1933, as amended (the "SECURITIES ACT"), with respect to a
proposed offer (the "REGISTERED EXCHANGE OFFER") to the Holders of Transfer
Restricted Securities (as
{PAGE}
defined in Section 6 hereof), who are not prohibited by any law or policy of the
Commission from participating in the Registered Exchange Offer, to issue and
deliver to such Holders, in exchange for the Initial Securities, a like
aggregate principal amount of debt securities of the Company issued under the
Indenture, identical in all material respects to the Initial Securities and
registered under the Securities Act (the "EXCHANGE SECURITIES"). The Company
shall use its best efforts to (i) cause such Exchange Offer Registration
Statement to become effective under the Securities Act within 180 days after the
Closing Date (such 180th day being an "EFFECTIVENESS DEADLINE") and (ii) keep
the Exchange Offer Registration Statement effective for not less than 30 days
(or longer, if required by applicable law) after the date notice of the
Registered Exchange Offer is mailed to the Holders (such period being called the
"EXCHANGE OFFER REGISTRATION PERIOD").


If the Company commences the Registered Exchange Offer, the Company (i)
will be entitled to consummate the Registered Exchange Offer 30 days after such
commencement (provided that the Company has accepted all the Initial Securities
theretofore validly tendered in accordance with the terms of the Registered
Exchange Offer) and (ii) will be required to consummate the Registered Exchange
Offer no later than 40 days after the date on which the Exchange Offer
Registration Statement is declared effective (such 40th day being the
"CONSUMMATION DEADLINE"); provided, however, that if the Company is required by
applicable law to keep the Exchange Offer Registration Statement effective for
more than 30 days in accordance with clause (ii) in the preceding paragraph, the
Consummation Deadline shall be automatically extended by such number of days
exceeding 30 for which the Company is required by applicable law to keep the
Exchange Offer Registration Statement effective.


Following the declaration of the effectiveness of the Exchange Offer
Registration Statement, the Company shall promptly commence the Registered
Exchange Offer, it being the objective of such Registered Exchange Offer to
enable each Holder of Transfer Restricted Securities electing to exchange the
Initial Securities for Exchange Securities (assuming that such Holder (i) is not
an affiliate of the Company within the meaning of the Securities Act, (ii) is
acquiring the Exchange Securities in the ordinary course of such Holder's
business, (iii) has no arrangements or understanding with any person to
participate, and is not participating, in the distribution of the Exchange
Securities and (iv) is not prohibited by any law or policy of the Commission
from participating in the Registered Exchange Offer) to trade such Exchange
Securities from and after their receipt without any limitations or restrictions
under the Securities Act and without material restrictions under the securities
laws of the several states of the United States.


2
{PAGE}
The Company acknowledges that, pursuant to current interpretations by the
Commission's staff of Section 5 of the Securities Act, in the absence of an
applicable exemption therefrom, (i) each Holder that is a broker-dealer electing
to exchange Initial Securities, acquired for its own account as a result of
market-making activities or other trading activities, for Exchange Securities
(an "EXCHANGING DEALER") is required to deliver a prospectus containing the
information substantially as set forth in (a) Annex A hereto on the cover, (b)
Annex B hereto in the "Exchange Offer Procedures" or similarly titled section
and the "Purpose of the Exchange Offer" or similarly titled section, and (c)
Annex C hereto in the "Plan of Distribution" section of such prospectus in
connection with a sale of any such Exchange Securities received by such
Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) if the
Initial Purchaser elects to sell Exchange Securities or Private Exchange
Securities (as defined below) acquired in exchange for Initial Securities
constituting any portion of an unsold allotment, it is required to deliver a
prospectus containing the information required by Items 507 or 508 of Regulation
S-K under the Securities Act, as applicable, in connection with such sale.

The Company shall use its best efforts to keep the Exchange Offer
Registration Statement effective and to amend and supplement the prospectus
forming a part thereof in order to permit such prospectus to be lawfully
delivered by all persons subject to the prospectus delivery requirements of the
Securities Act for such period of time as such persons must comply with such
requirements in order to resell the Exchange Securities; provided, however, that
(i) in the case where such prospectus and any amendment or supplement thereto
must be delivered by an Exchanging Dealer or the Initial Purchaser, such period
shall be the lesser of 180 days after the consummation of the Registered
Exchange Offer and the date on which all Exchanging Dealers and the Initial
Purchaser have sold all Exchange Securities held by them (unless such period is
extended pursuant to Section 3(j) below) and (ii) the Company shall make such
prospectus and any amendment or supplement thereto available to any
broker-dealer for use in connection with any resale of any Exchange Securities
for a period of not less than 180 days after the consummation of the Registered
Exchange Offer.

If, upon consummation of the Registered Exchange Offer, the Initial
Purchaser holds Initial Securities acquired by it as part of its initial
distribution, the Company, simultaneously with the delivery of the Exchange
Securities pursuant to the Registered Exchange Offer, shall issue and deliver to
the Initial Purchaser, upon the written request of the Initial Purchaser, in
exchange (the "PRIVATE EXCHANGE") for the Initial Securities held by the Initial
Purchaser, a like principal amount of debt securities of the Company issued
under the Indenture and identical in all material


3
{PAGE}
respects to the Initial Securities (the "PRIVATE EXCHANGE SECURITIES"). The
Initial Securities, the Exchange Securities and the Private Exchange Securities
are herein collectively called the "SECURITIES".

In connection with the Registered Exchange Offer, the Company shall:

(a) mail to each Holder a copy of the prospectus forming part of the
Exchange Offer Registration Statement, together with an appropriate letter
of transmittal and related documents;

(b) keep the Registered Exchange Offer open for not less than 30
days (or longer, if required by applicable law) after the date notice
thereof is mailed to the Holders;

(c) utilize the services of a depositary for the Registered Exchange
Offer with an address in the Borough of Manhattan, The City of New York,
which may be the Trustee or an affiliate of the Trustee;

(d) permit Holders to withdraw tendered Initial Securities at any
time prior to the close of business, New York time, on the last business
day on which the Registered Exchange Offer shall remain open; and

(e) otherwise comply with all applicable laws.

As soon as practicable after the close of the Registered Exchange Offer or
the Private Exchange, as the case may be, the Company shall:

(x) accept for exchange all the Initial Securities validly tendered
and not withdrawn pursuant to the Registered Exchange Offer and the
Private Exchange;

(y) deliver to the Trustee for cancellation all the Initial
Securities so accepted for exchange; and

(z) cause the Trustee to authenticate and deliver promptly to each
Holder of the Initial Securities, Exchange Securities or Private Exchange
Securities, as the case may be, equal in principal amount to the Initial
Securities of such Holder so accepted for exchange.


4
{PAGE}
Interest on each Exchange Security and Private Exchange Security issued
pursuant to the Registered Exchange Offer and in the Private Exchange will
accrue from the last interest payment date on which interest was paid on the
Initial Securities surrendered in exchange therefor or, if no interest has been
paid on the Initial Securities, from the date of original issue of the Initial
Securities.

Each Holder participating in the Registered Exchange Offer shall be
required to represent to the Company that at the time of the consummation of the
Registered Exchange Offer (i) any Exchange Securities received by such Holder
will be acquired in the ordinary course of business, (ii) such Holder will have
no arrangements or understanding with any person to participate in the
distribution of the Initial Securities or the Exchange Securities within the
meaning of the Securities Act, (iii) such Holder is not an "affiliate," as
defined in Rule 405 under the Securities Act, of the Company or, if it is an
affiliate, such Holder will comply with the registration and prospectus delivery
requirements of the Securities Act to the extent applicable, (iv) if such Holder
is not a broker-dealer, that it is not engaged in, and does not intend to engage
in, the distribution of the Exchange Securities and (v) if such Holder is a
broker-dealer, that it will receive Exchange Securities for its own account in
exchange for Initial Securities that were acquired as a result of market-making
activities or other trading activities and that it will be required to
acknowledge that it will deliver a prospectus in connection with any resale of
such Exchange Securities.

Notwithstanding any other provisions hereof, the Company will ensure that
(i) any Exchange Offer Registration Statement and any amendment thereto and any
prospectus forming part thereof and any supplement thereto complies in all
material respects with the applicable requirements of the Securities Act and the
rules and regulations of the Commission, (ii) any Exchange Offer Registration
Statement and any amendment thereto does not, when it becomes effective, contain
an untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein not misleading
and (iii) any prospectus forming part of any Exchange Offer Registration
Statement, and any supplement to such prospectus, does not contain an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading.


If following the date hereof there has been announced a change in
Commission policy with respect to exchange offers that in the reasonable opinion
of counsel to the Company raises a substantial question as to whether the
Registered Exchange Offer is permitted by applicable federal law, the Company
will use its best


5
{PAGE}
efforts to seek a no-action letter or other favorable decision from the
Commission allowing the Company to consummate the Registered Exchange Offer. The
Company will pursue the issuance of such a decision to the Commission staff
level. In connection with the foregoing, the Company will take all such other
actions as may be reasonably requested by the Commission or otherwise required
in connection with the issuance of such decision, including without limitation
(i) participating in telephonic conferences with the Commission, (ii) delivering
to the Commission staff an analysis prepared by counsel to the Company setting
forth the legal bases, if any, upon which such counsel has concluded that the
Registered Exchange Offer should be permitted and (iii) diligently pursuing a
resolution (which need not be favorable) by the Commission staff.
Notwithstanding the foregoing, if at the time the Company is required to
commence or consummate the Registered Exchange Offer the Commission prohibits
exchange offers such as the Registered Exchange Offer, the Company will not be
obligated to seek such a no-action letter or other favorable decision from the
Commission.

2. Shelf Registration. If, (i) because of any change in law or in
applicable interpretations thereof by the staff of the Commission, the Company
is not permitted to effect a Registered Exchange Offer, as contemplated by
Section 1 hereof, (ii) the Registered Exchange Offer is not consummated by the
180th day after the Closing Date, (iii) the Initial Purchaser so requests, in a
written notice delivered to the Company, with respect to the Initial Securities
(or the Private Exchange Securities) not eligible to be exchanged for Exchange
Securities in the Registered Exchange Offer and held by it following
consummation of the Registered Exchange Offer or (iv) any Holder (other than an
Exchanging Dealer) is not eligible to participate in the Registered Exchange
Offer or, in the case of any Holder (other than an Exchanging Dealer) that
participates in the Registered Exchange Offer, such Holder does not receive
freely tradeable Exchange Securities upon consummation of the Registered
Exchange Offer and any such Holder so requests, in a written notice delivered to
the Company, the Company shall take the following actions (the date on which any
of the conditions described in the foregoing clauses (i) through (iv) occur,
including in the case of clauses (iii) or (iv) the receipt of the required
notice, being a "TRIGGER DATE"):


(a) The Company shall promptly (but in no event more than 45 days
after the Trigger Date (such 45th day being a "FILING DEADLINE")) file
with the Commission and thereafter use its best efforts to cause to be
declared effective no later than 140 days after the Trigger Date (such
140th day being an "EFFECTIVENESS DEADLINE") a registration statement (the
"SHELF REGISTRATION STATEMENT" and, together with the Exchange Offer
Registration


6
{PAGE}
Statement, a "REGISTRATION STATEMENT") on an appropriate form under the
Securities Act relating to the offer and sale of the Transfer Restricted
Securities by the Holders thereof from time to time in accordance with the
methods of distribution set forth in the Shelf Registration Statement and
Rule 415 under the Securities Act (hereinafter, the "SHELF REGISTRATION");
provided, however, that no Holder (other than the Initial Purchaser) shall
be entitled to have the Securities held by it covered by such Shelf
Registration Statement unless such Holder agrees in writing to be bound by
all the provisions of this Agreement applicable to such Holder.

(b) The Company shall use its best efforts to keep the Shelf
Registration Statement continuously effective in order to permit the
prospectus forming a part thereof to be lawfully delivered by the Holders
of the Transfer Restricted Securities, for a period of two years (or for
such longer period if extended pursuant to Section 3(j) below) from the
date of its effectiveness or such shorter period that will terminate when
all the Transfer Restricted Securities covered by the Shelf Registration
Statement (i) have been sold pursuant thereto or (ii) are no longer
"restricted securities" (as defined in Rule 144 under the Securities Act,
or any successor rule thereof). The Company shall be deemed not to have
used its best efforts to keep the Shelf Registration Statement effective
during the requisite period if it voluntarily takes any action that would
result in Holders of Securities covered thereby not being able to offer
and sell such Securities during that period, unless such action is
required by applicable law or is expressly permitted by this Agreement.

(c) Notwithstanding any other provisions of this Agreement to the
contrary, the Company shall cause the Shelf Registration Statement and the
related prospectus and any amendment or supplement thereto, as of the
effective date of the Shelf Registration Statement, amendment or
supplement, (i) to comply in all material respects with the applicable
requirements of the Securities Act and the rules and regulations of the
Commission and (ii) not to contain any untrue statement of a material fact
or omit to state a material fact required to be stated therein or
necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading.

3. Registration Procedures. In connection with any Shelf Registration
contemplated by Section 2 hereof and, to the extent applicable, any Registered


7
{PAGE}
Exchange Offer contemplated by Section 1 hereof, the following provisions
shall apply:

(a) The Company shall (i) furnish to the Initial Purchaser, prior to
the filing thereof with the Commission, a copy of the Registration
Statement and each amendment thereof and each supplement, if any, to the
prospectus included therein and, in the event that the Initial Purchaser
(with respect to any portion of an unsold allotment from the original
offering of Initial Securities) is participating in the Registered
Exchange Offer or the Shelf Registration Statement, the Company shall use
its best efforts to reflect in each such document, when so filed with the
Commission, those comments as the Initial Purchaser reasonably may propose
within a reasonable time after receiving any such document; (ii) include
the information substantially as set forth in Annex A hereto on the cover,
in Annex B hereto in the "Exchange Offer Procedures" or similarly titled
section and the "Purpose of the Exchange Offer" or similarly titled
section and in Annex C hereto in the "Plan of Distribution" section of the
prospectus forming a part of the Exchange Offer Registration Statement and

 

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