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                                                                     Exhibit 4.2

                                  $185,000,000

                               PENTON MEDIA, INC.

                   10.375% SENIOR SUBORDINATED NOTES DUE 2011

                          REGISTRATION RIGHTS AGREEMENT

                                                                 June 28, 2001

Credit Suisse First Boston Corporation
As Representative of the Initial Purchasers
      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, Salomon Smith Barney
Inc., BNY Capital Markets, Inc., First Union Securities, Inc. and Fleet
Securities, Inc. (collectively, the "INITIAL PURCHASERS"), upon the terms set
forth in a purchase agreement, dated as of June 21, 2001 (the "PURCHASE
AGREEMENT"), $185,000,000 aggregate principal amount of its 10.375% Series A
Senior Subordinated Notes due 2011 (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 The Bank of New
York, as trustee (the "TRUSTEE"). As an inducement to the Initial Purchasers to
enter into the Purchase Agreement, the Company agrees with the Initial
Purchasers, for the benefit of the Initial Purchasers 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


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     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 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 and has no

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arrangements or understanding with any person to participate, and (iii) is not
participating, in the distribution of the Exchange Securities and 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.

     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) an Initial
Purchaser that elects to sell Securities (as defined below) acquired in exchange
for Initial Securities constituting any portion of an unsold allotment 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 an 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
Purchasers 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.

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     If, upon consummation of the Registered Exchange Offer, any 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
such Initial Purchaser, upon the written request of such Initial Purchaser, in
exchange (the "PRIVATE EXCHANGE") for the Initial Securities held by such
Initial Purchaser, a like principal amount of debt securities of the Company
issued under the Indenture and identical in all material 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 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

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          (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.

     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 include an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary in order

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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 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) any 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,

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     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 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 an 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

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          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 Exchange Offer contemplated by Section 1 hereof, the following
     provisions shall apply:

               (a) The Company shall (i) furnish to each 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 an
          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 such 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 include the information substantially as set forth in Annex D
          hereto in the Letter of Transmittal delivered pursuant to the
          Registered Exchange Offer; (iii) if requested by an Initial Purchaser
          within a reasonable time after receiving any such document, include
          the information required by Items 507 or 508 of Regulation S-K under
          the Securities Act, as applicable, in the prospectus forming a part of
          the Exchange Offer Registration Statement; (iv) include within the
          prospectus forming a part of the Exchange Offer Registration Statement
          a section entitled "Plan of Distribution," reasonably acceptable to
          the Initial Purchasers, which shall contain a summary statement of the
          positions taken or policies made by the staff of the Commission with
          respect to the potential "underwriter" status of any broker-dealer
          that is the beneficial owner (as defined in Rule 13d-3 under the
          Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT")) of
          Exchange Securities received by such broker-dealer in the Registered
          Exchange Offer (a "PARTICIPATING BROKER-DEALER"); whether such
          positions or policies have been publicly

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          disseminated by the staff of the Commission or such positions or
          policies, in the reasonable judgment of the Initial Purchasers based
          upon advice of counsel (which may be in-house counsel), represent the
          prevailing views of the staff of the Commission; and (v) in the case
          of a Shelf Registration Statement, include the names of the Holders
          who propose to sell Securities pursuant to the Shelf Registration
          Statement as selling security holders.

               (b) The Company shall give written notice to the Initial
          Purchasers, the Holders of the Securities and any Participating
          Broker-Dealer from whom the Company has received prior written notice
          that it will be a Participating Broker-Dealer in the Registered
          Exchange Offer (which notice pursuant to clauses (ii)-(vi) hereof
          shall be accompanied by an instruction to suspend the use of the
          prospectus until any requisite changes have been made):

                    (i) when the Registration Statement or any amendment thereto
               has been filed with the Commission and when the Registration
               Statement or any post-effective amendment thereto has become
               effective;

                    (ii) of any request by the Commission for amendments or
               supplements to the Registration Statement or the prospectus
               forming a part thereof or for additional information;

                    (iii) of the issuance by the Commission of any stop order
               suspending the effectiveness of the Registration Statement or the
               initiation of any proceedings for that purpose;

                    (iv) of the receipt by the Company or its legal counsel of
               any notification with respect to (A) the suspension of the
               qualification of the Securities for sale in any jurisdiction or
               (B) the initiation or threatening of any proceeding for such
               purpose;

                    (v) of the happening of any event that requires the Company
               to make changes in the Registration Statement or the prospectus
               in order that the Registration Statement or the prospectus do not
               contain an untrue statement of a material fact nor omit to state
               a material fact required to be stated therein or necessary to
               make the statements therein (in the case of the prospectus, in
               light of the circumstances under which they were made) not
               misleading; and

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                    (vi) of any good-faith determination by the Company that it
               is advisable to suspend use of the Registration Statement or the
               prospectus for a discrete period of time due to pending material
               corporate developments or similar material events that have not
               yet been publicly disclosed and as to which the Company
               reasonably believes public disclosure will be prejudicial to the
               Company.

               (c) The Company shall make every reasonable effort to obtain the
          withdrawal, at the earliest possible time, of any order suspending the
          effectiveness of the Registration Statement.

               (d) The Company shall furnish to each Holder of Securities
          included within the coverage of the Shelf Registration, without
          charge, at least one copy of the Shelf Registration Statement and any
          post-effective amendment thereto, including financial statements and
          schedules, and, if the Holder so requests in writing, all exhibits
          thereto (including those, if any, incorporated by reference).

               (e) The Company shall deliver to each Exchanging Dealer and each
          Initial Purchaser, and to any other Holder who so requests, without
          charge, at least one copy of the Exchange Offer Registration Statement
          and any post-effective amendment thereto, including financial
          statements and schedules, and, if any Initial Purchaser or any such
          Holder requests, all exhibits thereto (including those incorporated by
          reference).

               (f) The Company shall, during the Shelf Registration Period,
          deliver to each Holder of Securities included within the coverage of
          the Shelf Registration, without charge, as many copies of the
          prospectus (including each preliminary prospectus) forming a part of
          the Shelf Registration Statement and any amendment or supplement
          thereto as such person may reasonably request. The Company consents,
          subject to the provisions of this Agreement, to the use of the
          prospectus or any amendment or supplement thereto by each of the
          selling Holders of the Securities in connection with the offering and
          sale of the Securities covered by the prospectus, or any amendment or
          supplement thereto, forming a part of the Shelf Registration
          Statement.

               (g) The Company shall deliver to each Initial Purchaser, any
          Exchanging Dealer, any Participating Broker-Dealer and such other
          persons

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          required to deliver a prospectus following the Registered Exchange
          Offer, without charge, as many copies of the final prospectus included
          in the Exchange Offer Registration Statement and any amendment or
          supplement thereto as such persons may reasonably request. The Company
          consents, subject to the provisions of this Agreement, to the use of
          the prospectus or any amendment or supplement thereto by any Initial
          Purchaser, if necessary, any Participating Broker-Dealer and such
          other persons required to deliver a prospectus following the
          Registered Exchange Offer in connection with the offering and sale of
          the Exchange Securities covered by the prospectus, or any amendment or
          supplement thereto, forming a part of such Exchange Offer Registration
          Statement.

               (h) Prior to any public offering of the Securities pursuant to
          any effective Registration Statement, the Company shall use its best
          efforts to register or qualify or cooperate with the Holders of the
          Securities included therein and their respective counsel in connection
          with the registration or qualification of the Securities for offer and
          sale under the securities or "blue sky" laws of such states of the
          United States as any Holder of the Securities reasonably requests in
          writing and do any and all other acts or things necessary or advisable
          to enable the offer and sale in such jurisdictions of the Securities
          covered by such Registration Statement; provided, however, that the
          Company shall not be required to (i) qualify generally to do business
          in any jurisdiction where it is not then so qualified or (ii) take any
          action which would subject it to general service of process or to
          taxation in any jurisdiction where it is not then so subject.

               (i) The Company shall cooperate with the Holders of the
          Securities to facilitate the timely preparation and delivery of
          certificates, if any, representing the Securities to be sold pursuant
          to any Registration Statement free of any restrictive legends and in
          such denominations and registered in such names as the Holders may
          request a reasonable period of time prior to sales of the Securities
          pursuant to such Registration Statement.

               (j) Upon the occurrence of any event contemplated by paragraphs
          (ii) through (vi) of Section 3(b) above during the period for which
          the Company is required to maintain an effective Registration
          Statement, the Company shall promptly prepare and file any requisite
          post-effective amendment to the Registration Statement, any requisite
          supplement to the related prospectus or any other required document so
          that, as thereafter delivered to Holders of the Securities or
          purchasers of Securities, the

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          prospectus will not contain an untrue statement of a material fact or
          omit to state any material fact required to be stated therein or
          necessary to make the statements therein, in light of the
          circumstances under which they were made, not misleading. If the
          Company notifies the Initial Purchasers, the Holders of the Securities
          and any known Participating Broker-Dealer in accordance with
          paragraphs (ii) through (vi) of Section 3(b) above to suspend the use
          of the prospectus, then the Initial Purchasers, the Holders of the
          Securities and any such Participating Broker-Dealers shall suspend use
          of such prospectus, and the period of effectiveness of the Shelf
          Registration Statement provided for in Section 2(b) above and the
          Exchange Offer Registration Statement provided for in Section 1 above
          shall each be extended by the number of days from and including the
          date of the giving of such notice to and including the date when the
          Initial Purchasers, the Holders of the Securities and any known
          Participating Broker-Dealer shall have received any amended or
          supplemented prospectus pursuant to this Section 3(j) or shall have
          received written notice from the Company that the prospectus is again
          usable.

               (k) Not later than the effective date of the applicable
          Registration Statement, the Company will provide a CUSIP number for
          the Initial Securities, the Exchange Securities or the Private
          Exchange Securities, as the case may be, and provide the applicable
          trustee with printed certificates for the Initial Securities, the
          Exchange Securities or the Private Exchange Securities, as the case
          may be, in a form eligible for deposit with The Depository Trust
          Company.

               (l) The Company will comply with all rules and regulations of the
          Commission to the extent and so long as they are applicable to the
          Registered Exchange Offer or the Shelf Registration and will make
          generally available to its security holders (or otherwise provide in
          accordance with Section 11(a) of the Securities Act and Rule 158
          promulgated thereunder) an earnings statement satisfying the
          provisions of Section 11(a) of the Securities Act and Rule 158
          promulgated thereunder, no later than 45 days after the end of a
          12-month period (or 90 days, if such period is a fiscal year)
          beginning with the first month of the Company's first fiscal quarter
          commencing after the effective date of the Registration Statement,
          which statement shall cover such 12-month period.

               (m) The Company shall cause the Indenture to be qualified under
          the Trust Indenture Act of 1939, as amended, in a timely manner and
          containing such changes, if any, as shall be necessary for such
          qualification.

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          In the event that such qualification would require the appointment of
          a new trustee under the Indenture, the Company shall appoint a new
          trustee thereunder pursuant to the applicable provisions of the
          Indenture.

               (n) The Company may require each Holder of Transfer Restricted
          Securities to be sold pursuant to the Shelf Registration Statement to
          furnish to the Company such information regarding the Holder and the
          distribution of the Securities as the Company may from time to time
          reasonably require for inclusion in the Shelf Registration Statement,
          and the Company may exclude from such registration the Securities of
          any Holder that fails to furnish such information within a reasonable
          time after receiving such request.

               (o) The Company shall enter into such customary agreements
          (including, if requested, an underwriting agreement in customary form)
          and take all such other action, if any, as any Holder of the
          Securities shall reasonably request in order to facilitate the
          disposition of the Securities pursuant to any Shelf Registration.

               (p) In the case of any Shelf Registration, the Company shall, (i)
          make reasonably available for inspection by the Holders of the
          Securities, any underwriter participating in any disposition pursuant
          to the Shelf Registration Statement and any attorney, accountant or
          other agent retained by the Holders of the Securities or any such
          underwriter all relevant financial and other records, pertinent
          corporate documents and properties of the Company and (ii) cause the
          Company's officers, directors, employees, accountants and auditors to
          supply all relevant information reasonably requested by the Holders of
          the Securities or any such underwriter, attorney, accountant or agent
          in connection with the Shelf Registration Statement, in each case, as
          shall be reasonably necessary to enable such persons, to conduct a
          reasonable investigation within the meaning of Section 11 of the
          Securities Act; provided, however, that the foregoing inspection and
          information gathering shall be coordinated on behalf of the Initial
          Purchasers by you and on behalf of the other parties, by one counsel
          designated by and on behalf of such other parties as described in
          Section 4 hereof and provided further that the foregoing inspection
          and information gathering shall be subject to any confidentiality
          procedures reasonably instituted by the Company.

               (q) In the case of any Shelf Registration, the Company shall (i),
          if requested by the Holders of not less than a majority in aggregate
          principal

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          amount of the Securities covered thereby, cause (A) its counsel to
          deliver an opinion and updates thereof relating to the Securities in
          customary form addressed to such Holders and the managing
          underwriters, if any, thereof and dated, in the case of the initial
          opinion, the effective date of such Shelf Registration Statement (it
          being agreed that the matters to be covered by such opinion shall
          include, without limitation, matters similar to those set forth in
          Section 6(c) of the Purchase Agreement); and (B) its independent
          public accountants and the independent public accountants with respect
          to any other entity for which financial information is provided in the
          Shelf Registration Statement to provide to the selling Holders of the
          applicable Securities and any underwriter therefor a comfort letter in
          customary form and covering matters of the type customarily covered in
          comfort letters in connection with primary underwritten offerings,
          subject to receipt of appropriate documentation as contemplated, and
          only if permitted, by Statement of Auditing Standards No. 72.; and
          (ii) cause its officers to execute and deliver all customary documents
          and certificates and updates thereof requested by any underwriters of
          the applicable Securities.

               (r) In the case of the Registered Exchange Offer, if requested by
          any Initial Purchaser or any known Participating Broker-Dealer, the
          Company shall cause (i) its counsel to deliver to such Initial
          Purchaser or such Participating Broker-Dealer a signed opinion in the
          form set forth in Section 6(c) of the Purchase Agreement with such
          changes as are customary in connection with the preparation of a
          Registration Statement and (ii) its independent public accountants and
          the independent public accountants with respect to any other entity
          for which financial information is provided in the Registration
          Statement to deliver to such Initial Purchaser or such Participating
          Broker-Dealer a comfort letter, in customary form, meeting the
          requirements as to the substance thereof as set forth in Section 6(a)
          of the Purchase Agreement, with appropriate date changes.

               (s) If a Registered Exchange Offer or a Private Exchange is to be
          consummated, upon delivery of the Initial Securities by Holders to the
          Company (or to such other Person as directed by the Company) in
          exchange for the Exchange Securities or the Private Exchange
          Securities, as the case may be, the Company shall mark, or caused to
          be marked, on the Initial Securities so exchanged that such Initial
          Securities are being canceled in exchange for the Exchange Securities
          or the Private Exchange Securities, as the case may be; in no event
          shall the Initial Securities be marked as paid or otherwise satisfied.

                                       14
<PAGE>   15

               (t) The Company will use its best efforts to (a) if the Initial
          Securities have been rated prior to the initial sale of such Initial
          Securities, confirm such ratings will apply to the Securities covered
          by a Registration Statement, or (b) if the Initial Securities were not
          previously rated, cause the Securities covered by a Registration
          Statement to be rated with the appropriate rating agencies, if so
          requested by the Holders of not less than a majority in aggregate
          principal amount of Securities covered by such Registration Statement,
          or by the managing underwriters, if any.

               (u) In the event that any broker-dealer registered under the
          Exchange Act shall underwrite any Securities or participate as a
          member of an underwriting syndicate or selling group or "assist in the
          distribution" (within the meaning of the Conduct Rules (the "RULES")
          of the National Association of Securities Dealers, Inc. ("NASD"))
          thereof, whether as a Holder of such Securities or as an underwriter,
          a placement or sales agent or a broker or dealer in respect thereof,
          or otherwise, the Company will use its best efforts to assist such
          broker-dealer in complying with the requirements of such Rules,
          including, without limitation, by (i) if such Rules, including Rule
          2720, shall so require, engaging a "qualified independent underwriter"
          (as defined in Rule 2720) to participate in the preparation of the
          Registration Statement relating to such Securities, to exercise usual
          standards of due diligence in respect thereto and, if any portion of
          the offering contemplated by such Registration Statement is an
          underwritten offering or is made through a placement or sales agent,
          to recommend the yield of such Securities, (ii) indemnifying any such
          qualified independent underwriter to the extent of the indemnification
          of underwriters provided in Section 5 hereof and (iii) providing such
          information to such broker-dealer as may be required in order for such
          broker-dealer to comply with the requirements of the Rules.

               (v) The Company shall use its best efforts to take all other
          steps necessary to effect the registration of the Securities covered
          by a Registration Statement contemplated hereby.

          4. Registration Expenses. (a) All expenses incident to the Company's
     performance of and compliance with this Agreement will be borne by the
     Company, regardless of whether a Registration Statement is ever filed or
     becomes effective, including without limitation;

                    (i) all registration and filing fees and expenses;

                                       15
<PAGE>   16

                    (ii) all fees and expenses of compliance with federal
               securities and state "blue sky" or securities laws;

                    (iii) all expenses of printing (including printing
               certificates for the Securities to be issued in the Registered
               Exchange Offer and the Private Exchange and printing of
               prospectuses), messenger and delivery services and telephone;

                    (iv) all fees and disbursements of counsel for the Company;

                    (v) all application and filing fees in connection with
               listing the Exchange Securities on a national securities exchange
               or automated quotation system pursuant to the requirements
               hereof; and

                    (vi) all fees and disbursements of independent certified
               public accountants of the Company (including the expenses of any
               special audit and comfort letters required by or incident to such
               performance).

          The Company will bear its internal expenses (including, without
     limitation, all salaries and expenses of its officers and employees
     performing legal or accounting duties), the expenses of any annual audit
     and the fees and expenses of any person, including special experts,
     retained by the Company.

               (b) In connection with any Registration Statement required by
          this Agreement, the Company will reimburse the Initial Purchasers and
          the Holders of Transfer Restricted Securities who are tendering
          Initial Securities in the Registered Exchange Offer and/or selling or
          reselling Securities pursuant to the "Plan of Distribution" contained
          in the Exchange Offer Registration Statement or the Shelf Registration
          Statement, as applicable, for the reasonable fees and disbursements of
          not more than one counsel, who shall be chosen by the Holders of not
          less than a majority in principal amount of the Transfer Restricted
          Securities for whose benefit such Registration Statement is being
          prepared.

          5. Indemnification. (a) The Company agrees to indemnify and hold
     harmless each Holder of the Securities, any Participating Broker-Dealer and
     each

                                       16
<PAGE>   17
     person, if any, who controls such Holder or such Participating
     Broker-Dealer within the meaning of the Securities Act or the Exchange Act
     (each Holder, any Participating Broker-Dealer and such controlling persons
     are referred to collectively as the "INDEMNIFIED PARTIES") from and against
     any losses, claims, damages or liabilities, joint or several, or any
     actions in respect thereof (including, but not limited to, any losses,
     claims, damages, liabilities or actions relating to purchases and sales of
     the Securities) to which each Indemnified Party may become subject under
     the Securities Act, the Exchange Act or otherwise, insofar as such losses,
     claims, damages, liabilities or actions arise out of or are based upon any
     untrue statement or alleged untrue statement of a material fact contained
     in a Registration Statement or prospectus or in any amendment or supplement
     thereto or in any preliminary prospectus relating to a Shelf Registration,
     or arise out of, or are based upon, the omission or alleged omission to
     state therein a material fact required to be stated therein or necessary to
     make the statements therein not misleading, and shall reimburse, as
     incurred, the Indemnified Parties for any legal or other expenses
     reasonably incurred by them in connection with investigating or defending
     any such loss, claim, damage, liability or action in respect thereof;
     provided, however, that (i) the Company shall not be liable in any such
     case to the extent that such loss, claim, damage or liability arises out of
     or is based upon any untrue statement or alleged untrue statement or
     omission or alleged omission made in a Registration Statement or prospectus
     or in any amendment or supplement thereto or in any preliminary prospectus
     relating to a Shelf Registration in reliance upon and in conformity with
     written information pertaining to such Holder and furnished to the Company
     by or on behalf of such Holder specifically for inclusion therein and (ii)
     with respect to any untrue statement or omission or alleged untrue
     statement or omission made in any preliminary prospectus relating to a
     Shelf Registration Statement, the indemnity agreement contained in this
     subsection (a) shall not inure to the benefit of any Holder or
     Participating Broker-Dealer from whom the person asserting any such losses,
     claims, damages or liabilities purchased the Securities concerned, to the
     extent that a prospectus relating to such Securities was required to be
     delivered by such Holder or Participating Broker-Dealer under the
     Securities Act in connection with such purchase and any such loss, claim,
     damage or liability of such Holder or Participating Broker-Dealer results
     from the fact that there was not sent or given to such person, at or prior
     to the written confirmation of the sale of such Securities to such person,
     a copy of the final prospectus if the Company had previously furnished
     copies thereof to such Holder or Participating Broker-Dealer; provided
     further, however, that this indemnity agreement will be in addition to any
     liability which the Company may otherwise have to such Indemnified Party.
     The Company shall also indemnify

                                       17
<PAGE>   18

     underwriters, their officers and directors and each person who controls
     such underwriters within the meaning of the Securities Act or the Exchange
     Act to the same extent as provided above with respect to the
     indemnification of the Holders of the Securities if requested by such
     Holders.

               (b) Each Holder of the Securities, severally and not jointly,
          will indemnify and hold harmless the Company and each person, if any,
          who controls the Company within the meaning of the Securities Act or
          the Exchange Act from and against any losses, claims, damages or
          liabilities or any actions in respect thereof, to which the Company or
          any such controlling person may become subject under the Securities
          Act, the Exchange Act or otherwise, insofar as such losses, claims,
          damages, liabilities or actions arise out of or are based upon any
          untrue statement or alleged untrue statement of a material fact
          contained in a Registration Statement or prospectus or in any
          amendment or supplement thereto or in any preliminary prospectus
          relating to a Shelf Registration, or arise out of or are based upon
          the omission or alleged omission to state therein a material fact
          necessary to make the statements therein not misleading, but in each
          case only to the extent that the untrue statement or omission or
          alleged untrue statement or omission was made in reliance upon and in
          conformity with written information pertaining to such Holder and
          furnished to the Company by or on behalf of such Holder specifically
          for inclusion therein; and, subject to the limitation set forth
          immediately preceding this clause, shall reimburse, as incurred, the
          Company for any legal or other expenses reasonably incurred by the
          Company or any such controlling person in connection with
          investigating or defending any loss, claim, damage, liability or
          action in respect thereof. This indemnity agreement will be in
          addition to any liability which such Holder may otherwise have to the
          Company or any of its controlling persons.

               (c) Promptly after receipt by an indemnified party under this
          Section 5 of notice of the commencement of any action or proceeding
          (including a governmental investigation), such indemnified party will,
          if a claim in respect thereof is to be made against the indemnifying
          party under this Section 5, notify the indemnifying party of the
          commencement thereof; but the omission so to notify the indemnifying
          party will not, in any event, relieve the indemnifying party from any
          obligations to any indemnified party other than the indemnification
          obligation provided in paragraph (a) or (b) above. In case any such
          action is brought against any indemnified party, and it notifies the
          indemnifying party of the commencement thereof, the

                                       18
<PAGE>   19

          indemnifying party will be entitled to participate therein and, to the
          extent that it may wish, jointly with any other indemnifying party
          similarly notified, to assume the defense thereof, with counsel
          reasonably satisfactory to such indemnified party (who shall not,
          except with the consent of the indemnified party, be counsel to the
          indemnifying party), and after notice from the indemnifying party to
          such indemnified party of its election so to assume the defense
          thereof, the indemnifying party will not be liable to such indemnified
          party under this Section 5 for any legal or other expenses, other than
          reasonable costs of investigation, subsequently incurred by such
          indemnified party in connection with the defense thereof. No
          indemnifying party shall, without the prior written consent of the
          indemnified party, effect any settlement of any pending or threatened
          action in respect of which any indemnified party is or could have been
          a party and indemnity could have been sought hereunder by such
          indemnified party unless such settlement includes an unconditional
          release of such indemnified party from all liability on any claims
          that are the subject matter of such action, and does not include a
          statement as to or an admission of fault, culpability or a failure to
          act by or on behalf of any indemnified party.

               (d) If the indemnification provided for in this Section 5 is
          unavailable or insufficient to hold harmless an indemnified party
          under subsections (a) or (b) above, then each indemnifying party shall
          contribute to the amount paid or payable by such indemnified party as
          a result of the losses, claims, damages or liabilities (or actions in
          respect thereof) referred to in subsection (a) or (b) above (i) in
          such proportion as is appropriate to reflect the relative benefits
          received by the indemnifying party or parties on the one hand and the
          indemnified party on the other from the exchange of the Securities,
          pursuant to the Registered Exchange Offer, or (ii) if the allocation
          provided by the foregoing clause (i) is not permitted by applicable
          law, in such proportion as is appropriate to reflect not only the
          relative benefits referred to in clause (i) above but also the
          relative fault of the indemnifying party or parties on the one hand
          and the indemnified party on the other in connection with the
          statements or omissions that resulted in such losses, claims, damages
          or liabilities (or actions in respect thereof) as well as any other
          relevant equitable considerations. The relative fault of the parties
          shall be determined by reference to, among other things, whether the
          untrue or alleged untrue statement of a material fact or the omission
          or alleged omission to state a material fact relates to information
          supplied by the Company on the one hand or such Holder or such other
          indemnified party, as

                                       19
<PAGE>   20

          the case may be, on the other, and the parties' relative intent,
          knowledge, access to information and opportunity to correct or prevent
          such statement or omission. The amount paid by an indemnified party as
          a result of the losses, claims, damages or liabilities referred to in
          the first sentence of this subsection (d) shall be deemed to include
          any legal or other expenses reasonably incurred by such indemnified
          party in connection with investigating or defending any action or
          claim which is the subject of this subsection (d). Notwithstanding any
          other provision of this Section 5(d), the Holders of the Securities
          shall not be required to contribute any amount in excess of the amount
          by which the net proceeds received by such Holders from the sale of
          the Securities pursuant to a Registration Statement exceeds the amount
          of damages which such Holders have otherwise been required to pay by
          reason of such untrue or alleged untrue statement or omission or
          alleged omission. No person guilty of fraudulent misrepresentation
          (within the meaning of Section 11(f) of the Securities Act) shall be
          entitled to contribution from any person who was not guilty of such
          fraudulent misrepresentation. For purposes of this paragraph (d), each
          person, if any, who controls such indemnified party within the meaning
          of the Securities Act or the Exchange Act shall have the same rights
          to contribution as such indemnified party and each person, if any, who
          controls the Company within the meaning of the Securities Act or the
          Exchange Act shall have the same rights to contribution as the
          Company.

               (e) The agreements contained in this Section 5 shall survive the
          sale of the Securities pursuant to a Registration Statement and shall
          remain in full force and effect, regardless of any termination or
          cancellation of this Agreement or any investigation made by or on
          behalf of any indemnified party.

          6. Liquidated Damages Under Certain Circumstances. (a) Liquidated
     damages (the "LIQUIDATED DAMAGES") with respect to the Securities shall be
     assessed as follows if any of the following events occur (each such event
     in clauses (i) through (iv) below being herein called a "REGISTRATION
     DEFAULT"):

                    (i) any Registration Statement required by this Agreement is
               not filed with the Commission on or prior to the applicable
               Filing Deadline;

                                       20
<PAGE>   21

                    (ii) any Registration Statement required by this Agreement
               is not declared effective by the Commission on or prior to the
               applicable Effectiveness Deadline;

                    (iii) the Registered Exchange Offer has not been consummated
               on or prior to the Consummation Deadline; or

                    (iv) any Registration Statement required by this Agreement
               has been declared effective by the Commission but (A) such
               Registration Statement thereafter ceases to be effective or (B)
               such Registration Statement or the related prospectus ceases to
               be usable in connection with resales of Transfer Restricted
               Securities during the periods specified herein because either (1)
               any event occurs as a result of which the related prospectus
               forming part of such Registration Statement would include any
               untrue statement of a material fact or omit to state any material
               fact necessary to make the statements therein in the light of the
               circumstances under which they were made not misleading, (2) it
               shall be necessary to amend such Registration Statement or
               supplement the related prospectus, to comply with the Securities
               Act or the Exchange Act or the respective rules thereunder, or
               (3) the Company makes a good-faith determination in accordance
               with Section 3(b)(vi) hereof to suspend use of the Registration
               Statement or the prospectus.

     Each of the foregoing will constitute a Registration Default whatever the
     reason for any such event and whether it is voluntary or involuntary or is
     beyond the control of the Company or pursuant to operation of law or as a
     result of any action or inaction by the Commission.

          Liquidated Damages shall accrue on the Securities from and including
     the date on which any such Registration Default shall occur to but
     excluding the date on which all such Registration Defaults have been cured,
     at a rate of 0.50% per annum (the "LIQUIDATED DAMAGES RATE") for the first
     90-day period immediately following the occurrence of such Registration
     Default. The Liquidated Damages Rate shall increase by an additional 0.50%
     per annum with respect to each subsequent 90-day period until all
     Registration Defaults have been cured, up to a maximum Liquidated Damages
     Rate of 2.0% per annum. The Company shall not be required to pay Liquidated
     Damages for more than one Registration Default at any given time.

                                       21
<PAGE>   22

               (b) A Registration Default referred to in Section 6(a)(iv) hereof
          shall be deemed not to have occurred and be continuing in relation to
          a Shelf Registration Statement or the related prospectus if (i) such
          Registration Default has occurred solely as a result of (x) the filing
          of a post-effective amendment to such Shelf Registration Statement to
          incorporate annual audited financial information with respect to the
          Company where such post-effective amendment is not yet effective and
          needs to be declared effective to permit Holders to use the related
          prospectus or (y) other material events with respect to the Company
          that would need to be described in such Shelf Registration Statement
          or the related prospectus or that resulted in a suspension
          determination by the Company in accordance with Section 3(b)(vi)
          hereof, and (ii) in the case of clause (y), the Company is proceeding
          promptly and in good faith to amend or supplement such Shelf
          Registration Statement and related prospectus to describe such events
          or to otherwise cause such Shelf Registration Statement and related
          prospectus to again be usable; provided, however, that in any
          case, if such Registration Default occurs for a continuous period in
          excess of 30 days, Liquidated Damages shall be payable in
          accordance with the above paragraph from the day such Registration
          Default occurs until such Registration Default is cured.

               (c) Any amounts of Liquidated Damages due pursuant to Section
          6(a) will be payable in cash on the regular interest payment dates
          with respect to the Securities. The amount of Liquidated Damages will
          be determined by multiplying the applicable Liquidated Damages Rate by
          the principal amount of the Securities and further multiplied by a
          fraction, the numerator of which is the number of days such Liquidated
          Damages Rate was applicable during such period (determined on the
          basis of a 360-day year comprised of twelve 30-day months), and the
          denominator of which is 360.

               (d) "TRANSFER RESTRICTED SECURITIES" means each Security until
          (i) the date on which such Security has been exchanged by a person
          other than a broker-dealer for a freely transferable Exchange Security
          in the Registered Exchange Offer, (ii) following the exchange by a
          broker-dealer in the Registered Exchange Offer of an Initial Security
          for an Exchange Note, the date on which such Exchange Note is sold to
          a purchaser who receives from such broker-dealer on or prior to the
          date of such sale a copy of the prospectus contained in the Exchange
          Offer Registration Statement, (iii) the date on which such Security
          has been effectively registered under the Securities Act and disposed
          of in accordance with the Shelf Registration Statement or (iv) the
          date on which such Security is distributed to the public

                                       22
<PAGE>   23

          pursuant to Rule 144 under the Securities Act or is saleable pursuant
          to Rule 144(k) under the Securities Act.

          7. Rules 144 and 144A. The Company shall use its best efforts to file
     the reports required to be filed by it under the Securities Act and the
     Exchange Act in a timely manner and, if at any time the Company is not
     required to file such reports, it will, upon the request of any Holder of
     Securities, make publicly available other information so long as necessary
     to permit sales of their securities pursuant to Rules 144 and 144A. The
     Company shall take such further action as any Holder of Securities may
     reasonably request, all to the extent required from time to time to enable
     such Holder to sell Securities without registration under the Securities
     Act within the limitation of the exemptions provided by Rules 144 and 144A
     (including the requirements of Rule 144A(d)(4)). The Company will provide a
     copy of this Agreement to prospective purchasers of Initial Securities
     identified to the Company by the Initial Purchasers upon request. Upon the
     request of any Holder of Initial Securities, the Company shall deliver to
     such Holder a written statement as to whether it has complied with such
     requirements. Notwithstanding the foregoing, nothing in this Section 7
     shall be deemed to require the Company to register any of its securities
     pursuant to the Exchange Act.

          8. Underwritten Registrations. If any of the Transfer Restricted
     Securities covered by any Shelf Registration are to be sold in an
     underwritten offering, the investment banker or investment bankers and
     manager or managers that will administer the offering ("MANAGING
     UNDERWRITERS") will be selected by the Holders of not less than a majority
     in aggregate principal amount of such Transfer Restricted Securities to be
     included in such offering.

     No person may participate in any underwritten registration hereunder unless
such person (i) agrees to sell such person's Transfer Restricted Securities on
the basis reasonably provided in any underwriting arrangements approved by the
persons entitled hereunder to approve such arrangements and (ii) completes and
executes all questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents reasonably required under the terms of such
underwriting arrangements.

          9. Miscellaneous.

               (a) Remedies. The Company acknowledges and agrees that any
          failure by the Company to comply with its obligations under Section 1
          and 2 hereof may result in material irreparable injury to the Initial
          Purchasers or the

                                       23
<PAGE>   24

          Holders for which there is no adequate remedy at law, that it will not
          be possible to measure damages for such injuries precisely and that,
          in the event of any such failure, the Initial Purchasers or any Holder
          may obtain such relief as may be required to specifically enforce the
          Company's obligations under Sections 1 and 2 hereof. The Company
          further agrees to waive the defense in any action for specific
          performance that a remedy at law would be adequate.

               (b) No Inconsistent Agreements. The Company will not on or after
          the date of this Agreement enter into any agreement with respect to
          its securities that is inconsistent with the rights granted to the
          Holders in this Agreement or otherwise conflicts with the provisions
          hereof. The rights granted to the Holders hereunder do not in any way
          conflict with and are not inconsistent with the rights granted to the
          holders of the Company's securities under any agreement in effect on
          the date hereof.

               (c) Amendments and Waivers. The provisions of this Agreement may
          not be amended, modified or supplemented, and waivers or consents to
          departures from the provisions hereof may not be given, except by the
          Company and the written consent of the Holders of not less than a
          majority in aggregate principal amount of the Securities affected by
          such amendment, modification, supplement, waivers or consents.

               (d) Notices. All notices and other communications provided for or
          permitted hereunder shall be made in writing by hand delivery,
          first-class mail, facsimile transmission, or air courier which
          guarantees overnight delivery:

                    (1) if to a Holder of the Securities, at the most current
               address given by such Holder to the Company.

                    (2) if to the Initial Purchasers:

                         Credit Suisse First Boston Corporation
                         Eleven Madison Avenue
                         New York, NY 10010-3629
                         Fax No.:  (212) 325-8278
                         Attention: Transactions Advisory Group

                  with a copy to:

                                       24
<PAGE>   25

                         Skadden, Arps, Slate, Meagher & Flom LLP
                         300 S. Grand Avenue
                         Los Angeles, California  90071
                         Fax No.:  (213) 687-5600
                         Attention:  Gregg A. Noel, Esq.

                    (3) if to the Issuer or the Guarantors, at the Issuer's
               address as follows:

                         Penton Media, Inc.
                         1300 East 9th Street
                         Cleveland, Ohio  44114
                         Fax No.:  (216) 696-0836
                         Attention:  Joseph G. NeCastro

                  with a copy to:

                         Jones, Day, Reavis & Pogue
                         599 Lexington Avenue
                         New York, New York 10022
                         Fax No.:  (212) 755-7306
                         Attention:  Christopher M. Kelly, Esq.

          All such notices and communications shall be deemed to have been duly
     given: at the time delivered by hand, if personally delivered; three
     business days after being deposited in the mail, postage prepaid, if
     mailed; when receipt is acknowledged by recipient's facsimile machine
     operator, if sent by facsimile transmission; and on the next business day
     after timely delivery to a recognized overnight courier, if sent by such
     courier guaranteeing next day delivery.

          (e) Third Party Beneficiaries. The Holders shall be third party
     beneficiaries to the agreements made hereunder between the Company, on the
     one hand, and the Initial Purchasers, on the other hand, and shall have the
     right to enforce such agreements directly to the extent they may deem such
     enforcement necessary or advisable to protect their rights or the rights of
     Holders hereunder.

                                       25
<PAGE>   26

          (f) Successors and Assigns. This Agreement shall be binding upon the
     parties hereto and their respective successors and assigns, including,
     without limitation and without the need for an express assignment,
     subsequent Holders; provided, that nothing herein shall be deemed to permit
     any assignment, transfer or other disposition of Transfer Restricted
     Securities in violation of the terms hereof or of the Purchase Agreement or
     the Indenture.

          (g) Counterparts. This Agreement may be executed in any number of
     counterparts and by the parties hereto in separate counterparts, each of
     which when so executed shall be deemed to be an original and all of which
     taken together shall constitute one and the same agreement.

          (h) Headings. The headings in this Agreement are for convenience of
     reference only and shall not limit or otherwise affect the meaning hereof.

          (i) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
     IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, INCLUDING, WITHOUT
     LIMITATION, SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS
     LAW AND NEW YORK CIVIL PRACTICE LAWS AND RULES 327(b).

          (j) Severability. If any one or more of the provisions contained in
     this Agreement, or the application thereof in any circumstance, is held
     invalid, illegal or unenforceable, the validity, legality and
     enforceability of any such provision in every other respect and of the
     remaining provisions contained herein shall not be affected or impaired
     thereby.

          (k) Securities Held by the Company. Whenever the consent or approval
     of Holders of a specified percentage of principal amount of Securities is
     required hereunder, Securities held by the Company or its affiliates (other
     than subsequent Holders of Securities if such subsequent Holders are deemed
     to be affiliates solely by reason of their holdings of such Securities)
     shall not be counted in determining whether such consent or approval was
     given by the Holders of such required percentage.

                                       26
<PAGE>   27

          (l) Submission to Jurisdiction; Waiver of Immunities. By the execution
     and delivery of this Agreement, the Company submits to the nonexclusive
     jurisdiction of any federal or state court in the State of New York in any
     suit or proceeding arising out of or relating to this Agreement or brought,
     in connection with the transactions contemplated by this Agreement, under
     federal or state securities laws. To the extent that the Company may
     acquire any immunity from jurisdiction of any court or from any legal
     process (whether through service of notice, attachment prior to judgment,
     attachment in aid of execution, execution or otherwise) with respect to
     itself or its property, it hereby irrevocably waives such immunity in
     respect of this Agreement, to the fullest extent permitted by law.

                                       27
<PAGE>   28

     If the foregoing is in accordance with your understanding of our agreement,
please sign and return to the Issuer a counterpart hereof, whereupon this
instrument, along with all counterparts, will become a binding agreement among
the several Initial Purchasers, the Issuer and the Guarantors in accordance with
its terms.

                                  Very truly yours,

                                  ISSUER:

                                  PENTON MEDIA, INC.


                                  By:    /s/ Thomas L. Kemp
                                         ------------------
                                  Name:  Thomas L. Kemp
                                  Title: Chairman of the Board and Chief
                                         Executive Officer

                                  GUARANTORS:

                                  STARDUST.COM

                                  By:    /s/ Joseph G. NeCastro
                                         ----------------------
                                  Name:  Joseph G. NeCastro
                                  Title: Chief Financial Officer

                                  PTS DELAWARE, INC.


                                  By:    /s/ Joseph G. NeCastro
                                         ----------------------
                                  Name:  Joseph G. NeCastro
                                  Title: Chief Financial Officer and Treasurer

                                  INTERNET WORLD MEDIA, INC.


                                  By:    /s/Joseph G. NeCastro
                                         ---------------------
                                  Name:  Joseph G. NeCastro
                                  Title: Chief Financial Officer, Treasurer and

                                       28
<PAGE>   29

                                         Assistant Secretary

                                  STREAMING MEDIA, INC.

                                  By:    /s/ Joseph G. NeCastro
                                         ----------------------
                                  Name:  Joseph G. NeCastro
                                  Title: Chief Financial Officer and Treasurer

                                  TECH CONFERENCES, INC.

                                  By:    /s/ Joseph G. NeCastro
                                         ----------------------
                                  Name:  Joseph G. NeCastro
                                  Title: Vice President, Chief Financial Officer
                                         and Treasurer

                                  HEALTHWELL.COM, INC.

                                  By:    /s/ Joseph G. NeCastro
                                         ----------------------
                                  Name:  Joseph G. NeCastro
                                  Title: Vice President, Chief Financial Officer
                                         and Treasurer

                                  DONOHUE MEEHAN PUBLISHING COMPANY

                                  By:    /s/ Joseph G. NeCastro
                                         ----------------------
                                  Name:  Joseph G. NeCastro
                                  Title: Treasurer

                                  DUKE INVESTMENTS, INC.

                                  By:    /s/ Joseph G. NeCastro
                                         ----------------------
                                  Name:  Joseph G. NeCastro
                                  Title: Chief Financial Officer and Treasurer

                                  DUKE COMMUNICATIONS INTERNATIONAL, INC.

                                       29
<PAGE>   30

                                  By:    /s/ Joseph G. NeCastro
                                         ----------------------
                                  Name:  Joseph G. NeCastro
                                  Title: Chief Financial Officer and Treasurer



                                  ONE, INC.


                                  By:    /s/ Joseph G. NeCastro
                                         ----------------------
                                  Name:  Joseph G. NeCastro
                                  Title: Treasurer

                                  BOARDWATCH, INCORPORATED


                                  By:    /s/ Joseph G. NeCastro
                                         ----------------------
                                  Name:  Joseph G. NeCastro
                                  Title: Treasurer

                                  PENTON INTERNET, INC.


                                  By:    /s/ Joseph G. NeCastro
                                         ----------------------
                                  Name:  Joseph G. NeCastro
                                  Title: Chief Financial Officer, Treasurer and
                                         Assistant Secretary


                                       30
<PAGE>   31
The foregoing Registration Rights Agreement is hereby confirmed and accepted as
of the date first above written.

CREDIT SUISSE FIRST BOSTON CORPORATION
Acting on behalf of itself and as the
Representative of the Initial Purchasers


By: /s/ Kent Savagian
    -----------------
Name:  Kent Savagian
Title: Director



<PAGE>   32

                                                                       ANNEX A

     Each broker-dealer that receives Exchange Securities for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Securities. The Letter
of Transmittal states that by so acknowledging and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act. This Prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer in connection
with resales of Exchange Securities received in exchange for Initial Securities
where such Initial Securities were acquired by such broker-dealer as a result of
market-making activities or other trading activities. The Company has agreed
that, for a period of 180 days after the Expiration Date (as defined herein), it
will make this Prospectus available to any broker-dealer for use in connection
with any such resale. See "Plan of Distribution."

                                      A-1


<PAGE>   33

                                                                       ANNEX B

     Each broker-dealer that receives Exchange Securities for its own account in
exchange for Initial Securities, where such Initial Securities were acquired by
such broker-dealer as a result of market-making activities or other trading
activities, must acknowledge that it will deliver a prospectus in connection
with any resale of such Exchange Securities. See "Plan of Distribution."

                                      B-1
<PAGE>   34

                                                                       ANNEX C

                              PLAN OF DISTRIBUTION

     Each broker-dealer that receives Exchange Securities for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Securities. This
Prospectus, as it may be amended or supplemented from time to time, may be used
by a broker-dealer in connection with resales of Exchange Securities received in
exchange for Initial Securities where such Initial Securities were acquired as a
result of market-making activities or other trading activities. The Company has
agreed that, for a period of 180 days after the Expiration Date, it will make
this prospectus, as amended or supplemented, available to any broker-dealer for
use in connection with any such resale. In addition, until      , 20 , all
dealers effecting transactions in the Exchange Securities may be required to
deliver a prospectus.1

     The Company will not receive any proceeds from any sale of Exchange
Securities by broker-dealers. Exchange Securities received by broker-dealers for
their own account pursuant to the Exchange Offer may be sold from time to time
in one or more transactions in the over-the-counter market, in negotiated
transactions, through the writing of options on the Exchange Securities or a
combination of such methods of resale, at market prices prevailing at the time
of resale, at prices related to such prevailing market prices or negotiated
prices. Any such resale may be made directly to purchasers or to or through
brokers or dealers who may receive compensation in the form of commissions or
concessions from any such broker-dealer or the purchasers of any such Exchange
Securities. Any broker-dealer that resells Exchange Securities that were
received by it for its own account pursuant to the Exchange Offer and any broker
or dealer that participates in a distribution of such Exchange Securities may be
deemed to be an "underwriter" within the meaning of the Securities Act and any
profit on any such resale of Exchange Securities and any commission or
concessions received by any such persons may be deemed to be underwriting
compensation under the Securities Act. The Letter of Transmittal states that, by
acknowledging that it will deliver and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act. For a period of 180 days after the Expiration
Date the Company will promptly send additional copies of this Prospectus and any
amendment or supplement to this Prospectus to any broker-dealer that requests
such documents in the Letter of Transmittal. The Company has agreed to pay all
expenses incident to the Exchange Offer (including the expenses of one counsel

---------------
1    In addition, the legend required by Item 502(e) of Regulation S-K will
     appear on the back cover page of the Exchange Offer prospectus.

<PAGE>   35

for the Holders of the Securities) other than commissions or concessions of any
brokers or dealers and will indemnify the Holders of the Securities (including
any broker-dealers) against certain liabilities, including liabilities under the
Securities Act.

<PAGE>   36



                                                                       ANNEX D

[ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

Name:____________________________
Address:_________________________


If the undersigned is not a broker-dealer, the undersigned represents that it is
not engaged in, and does not intend to engage in, a distribution of Exchange
Securities. If the undersigned is a broker-dealer that 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, it
acknowledges that it will deliver a prospectus in connection with any resale of
such Exchange Securities; however, by so acknowledging and by delivering a
prospectus, the undersigned will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.

                                      D-1