<PAGE>   1
                                                                   Exhibit 10.1




                                CREDIT AGREEMENT



                           Dated as of August 7, 1998


                                      among


                               PENTON MEDIA, INC.,

                                       and

                              PENTON MEDIA LIMITED,

                                  as Borrowers,


                            THE SUBSIDIARY GUARANTORS
                         FROM TIME TO TIME PARTY HERETO,


                                   THE LENDERS
                         FROM TIME TO TIME PARTY HERETO,


                           KEY CORPORATE CAPITAL INC.,
                                  as Co-Agent,


                                       and


                           FIRST UNION NATIONAL BANK,
                             as Administrative Agent






<PAGE>   2

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                           PAGE
                                                                                           ----

<S>      <C>                                                                              <C>
SECTION 1. DEFINITIONS......................................................................1
         1.1 Defined Terms..................................................................1
         1.2 Other Definitional Provisions.................................................21
         1.3 Accounting Terms..............................................................22

SECTION 2. THE LOANS; AMOUNT AND TERMS.....................................................22
         2.1 Revolving Loans...............................................................22
         2.2 Foreign Currency Loan Subfacility.............................................25
         2.3 Default Rate..................................................................26
         2.4 Extension and Conversion......................................................27
         2.5 Reductions and Increase in Commitments and Prepayments........................27
         2.6 Replacement of Lenders under Certain Circumstances............................29
         2.7 Fees..........................................................................30
         2.8 Eurocurrency Reserve Compensation.............................................30
         2.9 Capital Adequacy..............................................................30
         2.10 Unavailability...............................................................31
         2.11 Illegality...................................................................31
         2.12 Requirements of Law..........................................................32
         2.13 Taxes........................................................................34
         2.14 Indemnity....................................................................37
         2.15 Pro Rata Treatment...........................................................37
         2.16 Sharing of Payments..........................................................38
         2.17 Payments, Computations, Etc..................................................39
         2.18 Change of Currency...........................................................41

SECTION 3. REPRESENTATIONS AND WARRANTIES..................................................42
         3.1 Financial Condition...........................................................42
         3.2 No Change.....................................................................42
         3.3 Existence; Compliance with Law................................................42
         3.4 Power; Authorization; Enforceable Obligations.................................42
         3.5 No Legal Bar; No Default......................................................43
         3.6 No Material Litigation........................................................43
         3.7 Investment Company Act........................................................44
         3.8 Federal Regulations...........................................................44
         3.9 ERISA.........................................................................44
         3.10 Environmental Matters........................................................44
         3.11 Purpose of Loan..............................................................45
         3.12 Subsidiaries.................................................................46
         3.13 Intellectual Property Rights.................................................46
         3.14 No Burdensome Restrictions...................................................47
         3.15 Taxes........................................................................47
</TABLE>


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<TABLE>
<S>      <C>                                                                              <C>
         3.16 No Interest in Real Estate...................................................47

SECTION 4. CONDITIONS PRECEDENT............................................................47
         4.1 Conditions to Closing Date....................................................47
         4.2 Conditions to All Loans.......................................................50

SECTION 5.  AFFIRMATIVE COVENANTS..........................................................50
         5.1 Financial Statements..........................................................50
         5.2 Certificates; Other Information...............................................51
         5.3 Payment of Obligations........................................................52
         5.4 Conduct of Business and Maintenance of Existence..............................52
         5.5 Maintenance of Property; Insurance............................................52
         5.6 Inspection of Property; Books and Records; Discussions........................53
         5.7 Certain Notices...............................................................53
         5.8 Environmental Laws............................................................54
         5.9 Financial Covenants...........................................................54
         5.10 Covenants Regarding Patents, Trademarks and Copyrights.......................55
         5.11 Fees, Etc....................................................................55
         5.12 Subsidiaries.................................................................55
         5.13 Payment of Taxes and Other Indebtedness......................................56
         5.14 Year 2000 Compatibility......................................................56

SECTION 6.  NEGATIVE COVENANTS.............................................................56
         6.1 Indebtedness..................................................................56
         6.2 Liens.........................................................................57
         6.3 Guaranty Obligations..........................................................58
         6.4 Lines of Business.............................................................58
         6.5 Consolidation, Merger, Sale or Purchase of Assets, etc........................58
         6.6 Advances, Investments and Loans...............................................59
         6.7 Transactions with Affiliates..................................................59
         6.8 Ownership of Subsidiaries.....................................................60
         6.9 Fiscal Year...................................................................60
         6.10 Prepayments of Indebtedness, etc.............................................60
         6.11 Restricted Payments..........................................................60
         6.12 Partnership and Corporate Documents..........................................61

SECTION 7. EVENTS OF DEFAULT...............................................................61

SECTION 8. THE ADMINISTRATIVE AGENT........................................................64
         8.1 Appointment...................................................................64
         8.2 Delegation of Duties..........................................................64
         8.3 Exculpatory Provisions........................................................64
         8.4 Reliance by Administrative Agent..............................................65
         8.5 Notice of Default.............................................................65
         8.6 Non-Reliance on Administrative Agent and Other Lenders........................66
</TABLE>


                                       ii
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<TABLE>
<S>      <C>                                                                              <C>
         8.7 Indemnification...............................................................66
         8.8 Administrative Agent in Its Individual Capacity...............................67
         8.9 Successor Administrative Agent................................................67

SECTION 9. MISCELLANEOUS...................................................................67
         9.1 Amendments, Waivers and Release of Collateral.................................67
         9.2 Notices.......................................................................68
         9.3 No Waiver; Cumulative Remedies................................................69
         9.4 Survival of Representations and Warranties....................................70
         9.5 Payment of Expenses and Taxes.................................................70
         9.6 Successors and Assigns; Participations; Purchasing Lenders....................71
         9.7 Adjustments; Set-off..........................................................74
         9.8 Table of Contents and Section Headings........................................75
         9.9 Counterparts..................................................................75
         9.10 Severability.................................................................75
         9.11 Integration..................................................................75
         9.12 Governing Law................................................................75
         9.13 Consent to Jurisdiction and Service of Process...............................76
         9.14 Arbitration..................................................................76
         9.15 Confidentiality..............................................................77
         9.16 Acknowledgments..............................................................78

SECTION 10.  GUARANTY......................................................................78
         10.1 The Guaranty.................................................................78
         10.2 Bankruptcy...................................................................79
         10.3 Nature of Liability..........................................................79
         10.4 Independent Obligation.......................................................80
         10.5 Authorization................................................................80
         10.6 Reliance.....................................................................80
         10.7 Waiver.......................................................................80
         10.8 Limitation on Enforcement....................................................82
         10.9 Confirmation of Payment......................................................82
</TABLE>

                                      iii
<PAGE>   5



                    Schedules
                    ---------

<TABLE>
<S>      <C>                        <C>                  
         Schedule 1.1               Schedule of Existing Liens.
         Schedule 2.1 (a)           Schedule of Lenders and Commitments
         Schedule 2.1 (b)(i)        Form of Notice of Borrowing/Revolving Loans
         Schedule 2.1 (b)(iii)      Form of Notice of Account Designation
         Schedule 2.2 (b)(i)        Form of Notice of Borrowing/Foreign Currency Loans
         Schedule 2.1 (e)           Form of Revolving Note 
         Schedule 2.2 (d)           MLA Cost
         Schedule 2.4               Form of Notice of Conversion/Extension 
         Schedule 3.6               Litigation 
         Schedule 3.12              Subsidiaries 
         Schedule 3.13              Intellectual Property 
         Schedule 3.16              Real Property 
         Schedule 4.1 (d)           Form of Secretary's Certificate 
         Schedule 4.1 (f)(ii)       Form of Solvency Certificate 
         Schedule 5.12              Form of Joinder Agreement 
         Schedule 6.1 (b)           Indebtedness 
         Schedule 9.6 (c)           Form of Commitment Transfer Supplement
</TABLE>



                                       iv
<PAGE>   6

                                CREDIT AGREEMENT



         CREDIT AGREEMENT, dated as of August 7, 1998, among PENTON MEDIA, INC.,
a Delaware corporation ("PENTON USA"), and PENTON MEDIA LIMITED, an English
limited liability company ("PENTON UK") (Penton USA and Penton UK being each a
"BORROWER", and collectively, the "BORROWERS"), the subsidiaries of the
Borrowers listed on the signature pages hereto and such other subsidiaries of
the Borrowers as may from time to time become guarantors in accordance with the
provisions hereof (each a "SUBSIDIARY Guarantor", and collectively, the
"SUBSIDIARY GUARANTORS"), the several banks, financial institutions and other
investors from time to time parties to this Agreement (the "LENDERS"), KEY
CORPORATE CAPITAL INC., as Co-Agent, and FIRST UNION NATIONAL BANK, as
administrative agent for the Lenders (in such capacity, the "AGENT" or the
"ADMINISTRATIVE AGENT").


                              W I T N E S S E T H:
                              - - - - - - - - - - 

         WHEREAS, the Borrowers have requested the Lenders to make revolving
loans in an amount up to $75,000,000 as more particularly described herein;

         WHEREAS, the Lenders are willing to make such loans on the terms and
conditions contained herein;

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein, the parties hereto hereby agree as follows:


                             SECTION 1. DEFINITIONS

         1.1      DEFINED TERMS.

         As used in this Agreement, terms defined in the preamble to this
Agreement have the meanings therein indicated, and the following terms have the
following meanings:

                  "ACQUIRED ASSETS": the assets and/or stock of DM Publishing to
         be acquired pursuant to the Combination Agreement.

                  "ACQUISITION": the acquisition by either Borrower (or one of
         such Borrower's wholly-owned Subsidiaries) of the Acquired Assets
         pursuant to the Combination Agreement.

                  "ADJUSTED EBITDA": of any Person for any period, EBITDA for
         such period ("UNADJUSTED EBITDA") PLUS (i) if such Person made any
         acquisition permitted by 


<PAGE>   7

         Section 6.5(b) during such period, EBITDA generated from such
         acquisitions ("Acquired EBITDA") as if such acquisitions occurred at
         the beginning of the applicable period except to the extent such
         Acquired EBITDA has already been included in the calculation of
         Unadjusted EBITDA for such period, MINUS (ii) if such Person has sold
         or otherwise divested any businesses permitted by Section 6.5(a) during
         such period, EBITDA generated from such sold or divested businesses as
         if such sales or divestitures occurred at the beginning of the
         applicable period.

                  "AFFILIATE": as to any Person, any other Person (excluding any
         Subsidiary) which, directly or indirectly, is in control of, is
         controlled by, or is under common control with, such Person. For
         purposes of this definition, a Person shall be deemed to be "controlled
         by" a Person if such Person possesses, directly or indirectly, power
         either (a) to vote 10% or more of the securities having ordinary voting
         power for the election of directors of such Person or (b) to direct or
         cause the direction of the management and policies of such Person
         whether by contract or otherwise.

                  "AGGREGATE REVOLVING COMMITTED AMOUNT": the aggregate amount
         of all of the Revolving Commitments in effect from time to time, as
         reduced from time to time as provided in Section 2.5.

                  "AGREEMENT" OR "CREDIT AGREEMENT": this Credit Agreement, as
         amended, supplemented or modified from time to time in accordance with
         its terms.

                  "APPLICABLE COMMITMENT FEE PERCENTAGE": for any day, the rate
         per annum set forth below opposite the applicable Leverage Ratio then
         in effect:
                 
                 ===========================================================
                            Leverage
                             Ratio                                Percentage
                 -----------------------------------------------------------
                                greater than 3.00                     0.250%
                 -----------------------------------------------------------
                  less than or equal to 3.00 but greater than 2.50   0.1875%
                 -----------------------------------------------------------
                          less than or equal to 2.50                  0.125%
                 ============================================================

         The Applicable Commitment Fee Percentage shall, in each case, be
         determined and adjusted (a) quarterly on the date three (3) Business
         Days after the date of receipt by the Administrative Agent of the
         quarterly compliance certificate and financial information provided in
         accordance with Sections 5.1(b) and 5.2(b) and (b) on each date that
         the Borrowers make an acquisition pursuant to Section 6.5(b) (iii)
         hereof (each a COMMITMENT FEE DETERMINATION DATE").

         Such Applicable Commitment Fee Percentage shall be effective from such
         Commitment Fee Determination Date until the next such Commitment Fee
         Determination Date. The 


                                       2
<PAGE>   8

         initial Applicable Commitment Fee Percentage shall be 0.125% until the
         first Commitment Fee Determination Date occurring after Closing Date.

                  "APPLICABLE INTEREST RATE PERCENTAGE": for any day, the rate
         per annum set forth below as the "Eurocurrency Margin" opposite the
         applicable Leverage Ratio then in effect:


          =================================================================
                           Leverage                        Eurocurrency       
                             Ratio                            Margin          
          -----------------------------------------------------------------
           greater than 3.00                                  .875%           
          -----------------------------------------------------------------
           less than or equal to 3.00 but greater than 2.50   .750%           
          -----------------------------------------------------------------
           less than or equal to 2.50 but greater than 2.00   .625%           
          -----------------------------------------------------------------
           less than or equal to 2.00                         .500%           
          =================================================================

         The Applicable Interest Rate Percentage shall, in each case, be
         determined and adjusted (a) quarterly on the date three (3) Business
         Days after the date of receipt by the Administrative Agent of the
         quarterly compliance certificate and financial information provided in
         accordance with Sections 5.1(b) and 5.2(b) and (b) on each date that
         the Borrowers make an acquisition pursuant to Section 6.5(b) (iii)
         hereof (each an "INTEREST DETERMINATION DATE").

         Such Applicable Interest Rate Percentage shall be effective from such
         Interest Determination Date until the next such Interest Determination
         Date. The initial Applicable Interest Rate Percentage shall be 0.50%
         until the first Interest Determination Date occurring after the Closing
         Date.

                  "ASSET DISPOSITION": any sale, lease, transfer or other
         disposition (including any such transaction effected by way of merger,
         amalgamation or consolidation) by either of the Borrowers or any of
         such Borrower's Subsidiaries subsequent to the Closing Date of any
         asset (including stock or other equity interests in Subsidiaries of a
         Borrower), including without limitation any sale leaseback transaction
         (whether or not involving a Capital Lease), but excluding Specified
         Sales.

                  "AUTHORIZED SIGNATORY": the Chief Executive Officer,
         President, Chief Financial Officer, Senior Vice President or Secretary
         of a Borrower or any director of Penton UK and such other senior
         personnel of a Borrower as may be hereafter duly authorized and
         designated in writing to execute documents, agreements and instruments
         on such Borrower's behalf.

                  "BANKRUPTCY CODE": the Bankruptcy Code in Title 11 of the
         United States Code, as amended, modified, succeeded or replaced from
         time to time.

                                       3
<PAGE>   9

                  "BASE RATE": for any day, a rate per annum equal to the
         greater of (a) the Prime Rate in effect on such day and (b) the Federal
         Funds Effective Rate in effect on such day plus 1/2 of 1%. For purposes
         hereof: "PRIME RATE" shall mean, at any time, the rate of interest per
         annum publicly announced from time to time by First Union at its
         principal office in Charlotte, North Carolina as its prime rate. Each
         change in the Prime Rate shall be effective as of the opening of
         business on the day such change in the Prime Rate occurs. The parties
         hereto acknowledge that the rate announced publicly by First Union as
         its Prime Rate is an index or base rate and shall not necessarily be
         its lowest or best rate charged to its customers or other banks; and
         "FEDERAL FUNDS EFFECTIVE RATE" shall mean, for any day, the weighted
         average of the rates on overnight federal funds transactions with
         members of the Federal Reserve System arranged by federal funds
         brokers, as published on the next succeeding Business Day by the
         Federal Reserve Bank of New York, or, if such rate is not so published
         on the next succeeding Business Day, the average of the quotations for
         the day of such transactions received by the Administrative Agent from
         three federal funds brokers of recognized standing selected by it. If
         for any reason the Administrative Agent shall have determined (which
         determination shall be conclusive in the absence of manifest error)
         that it is unable to ascertain the Federal Funds Effective Rate,
         including the inability or failure of the Administrative Agent to
         obtain sufficient quotations in accordance with the terms thereof, the
         Base Rate shall be determined without regard to clause (b) of the first
         sentence of this definition, as appropriate, until the circumstances
         giving rise to such inability no longer exist. Any change in the Base
         Rate due to a change in the Prime Rate or the Federal Funds Effective
         Rate shall be effective on the opening of business on the date of such
         change.

                  "BASE RATE LOANS": Revolving Loans that bear interest at an
         interest rate based on the Base Rate.

                  "BORROWER" AND "BORROWERS": such terms as defined in the first
         paragraph of this Agreement.

                  "BORROWING DATE": in respect of any Loan, the date such Loan
         is made.

                  "BUSINESS": such term as defined in Section 3.10(b).

                  "BUSINESS DAY": a day other than a Saturday, Sunday or other
         day on which commercial banks in Charlotte, North Carolina or
         Cleveland, Ohio are authorized or required by law to close; PROVIDED,
         HOWEVER, that when used in connection with a rate determination,
         borrowing or payment in respect of a Eurocurrency Loan, the term
         "Business Day" shall also exclude any day on which banks in London,
         England are not open for dealings in Dollar deposits in the London
         interbank market.



                                       4
<PAGE>   10

                  "CAPITAL LEASE": any lease of property, real or personal, the
         obligations with respect to which are required to be capitalized on a
         balance sheet of the lessee in accordance with GAAP.

                  "CAPITAL STOCK": any and all shares, interests, participations
         or other equivalents (however designated) of capital stock of a
         corporation, any and all equivalent ownership interests (including
         partnership and limited liability company interests) in a Person (other
         than a corporation) and any and all warrants or options to purchase any
         of the foregoing.

                  "CASH EQUIVALENTS": (i) securities issued or directly and
         fully guaranteed or insured by the United States of America or any
         agency or instrumentality thereof (provided that the full faith and
         credit of the United States of America is pledged in support thereof)
         having maturities of not more than twelve months from the date of
         acquisition ("GOVERNMENT OBLIGATIONS"), (ii) U.S. dollar denominated
         (or foreign currency fully hedged) time deposits, certificates of
         deposit, Eurodollar time deposits and Eurodollar certificates of
         deposit denominated in Dollars or the Foreign Currency of (y) any
         domestic commercial bank of recognized standing having capital and
         surplus in excess of $250,000,000 or (z) any bank whose short-term
         commercial paper rating from S&P is at least A-1 or the equivalent
         thereof or from Moody's is at least P-1 or the equivalent thereof (any
         such bank being an "APPROVED BANK"), in each case with maturities of
         not more than 364 days from the date of acquisition, (iii) commercial
         paper and variable or fixed rate notes issued by any Approved Bank (or
         by the parent company thereof) or any variable rate notes issued by, or
         guaranteed by any domestic corporation rated A-1 (or the equivalent
         thereof) or better by S&P or P-1 (or the equivalent thereof) or better
         by Moody's and maturing within six months of the date of acquisition,
         (iv) repurchase agreements with a bank or trust company (including a
         Lender) or a recognized securities dealer having capital and surplus in
         excess of $500,000,000 for direct obligations issued by or fully
         guaranteed by the United States of America, (v) obligations of any
         state of the United States or any political subdivision thereof for the
         payment of the principal and redemption price of and interest on which
         there shall have been irrevocably deposited Government Obligations
         maturing as to principal and interest at times and in amounts
         sufficient to provide such payment, (vi) auction preferred stock rated
         in the highest short-term credit rating category by S&P or Moody's and
         (vii) U.S. dollar denominated time and demand deposit accounts or money
         market accounts with those domestic banks meeting the requirements of
         item (y) or (z) of clause (ii) above and any other domestic commercial
         banks insured by the FDIC with an aggregate balance not to exceed
         $100,000 in the aggregate at any time at any such bank.

                  "CHANGE OF CONTROL": any of the following events: (a) any
         "person" or "group" (within the meaning of Section 13(d) or 14(d) of
         the Exchange Act) has become, directly or indirectly, the "beneficial
         owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act,
         except that a Person shall be deemed to have "beneficial ownership" of
         all shares that any such Person has the right to acquire, whether such
         right is exercisable immediately or only after the passage of time), by
         way of merger, consolidation or otherwise, of 30% or


                                       5
<PAGE>   11

         more of the voting power of the Voting Stock of the Borrowers on a
         fully-diluted basis, after giving effect to the conversion and exercise
         of all outstanding warrants, options and other securities of the
         Borrowers (whether or not such securities are then currently
         convertible or exercisable), other than pursuant to the Stock
         Distribution, or (b) during any period of two consecutive calendar
         years, individuals who at the beginning of such period constituted the
         board of directors of the Borrowers cease for any reason to constitute
         a majority of the directors of the Borrowers then in office unless such
         new directors were elected by the directors of the Borrowers who
         constituted the board of directors of the Borrowers at the beginning of
         such period.

                  "CLOSING DATE": the date of this Agreement, being also the
         date on which each of the conditions specified in Section 4.1 are
         satisfied in full or waived in accordance with this Agreement.

                  "CODE": the Internal Revenue Code of 1986, as amended from
         time to time.

                  "COMBINATION AGREEMENT": the agreement among Penton USA, its
         acquisition subsidiary, DM Publishing, Pittway, William C. Donohue, and
         John J. Meehan dated May 21, 1998.

                  "COMMITMENT FEE: such term as defined in Section 2.7.

                  "COMMITMENT LETTER": the letter agreement dated as of July 28,
         1998, together with the related term sheet, among the Borrowers, First
         Union and First Union Capital Markets.

                  "COMMITMENT PERIOD": the period from and including the Closing
         Date to but not including the Termination Date.

                  "COMMITMENT TRANSFER SUPPLEMENT": a Commitment Transfer
         Supplement, substantially in the form of SCHEDULE 9.6(C).

                  "COMMONLY CONTROLLED ENTITY": an entity, whether or not
         incorporated, which is under common control with a Borrower within the
         meaning of Section 4001 of ERISA or is part of a group which includes a
         Borrower and which is treated as a single employer under Section 414(b)
         or (c) of the Code, or solely for purposes of Section 302 of ERISA and
         Section 412 of the Code, is treated as a single employer under Section
         414 of the Code.

                  "CONSOLIDATED ADJUSTED EBITDA": Adjusted EBITDA of the
         Borrowers and their Subsidiaries on a consolidated basis determined in
         accordance with GAAP.

                  "CONSOLIDATED EBITDA": EBITDA of the Borrowers and their
         Subsidiaries on a consolidated basis determined in accordance with
         GAAP.

                                       6
<PAGE>   12

                  "CONSOLIDATED INTEREST EXPENSE": Interest Expense of the
         Borrowers and their Subsidiaries on a consolidated basis determined in
         accordance with GAAP.

                  "CONSOLIDATED TOTAL FUNDED DEBT": Total Funded Debt of the
         Borrowers and their Subsidiaries on a consolidated basis determined in
         accordance with GAAP.

                  "CONTRACTUAL OBLIGATION": as to any Person, any provision of
         any security issued by such Person or of any material agreement,
         instrument or undertaking to which such Person is a party or by which
         it or any of its material property is bound.

                  "COPYRIGHTS": (i) all copyrights in all works, now existing or
         hereafter created or acquired, all registrations and recordings
         thereof, and all applications in connection therewith, whether in the
         United States Copyright Office or in any similar office or agency of
         the United States, any State thereof or any other country or any
         political subdivision thereof, or otherwise, including, without
         limitation, any thereof referred to in SCHEDULE 3.13 to the Credit
         Agreement, and (ii) all renewals thereof.

                  "CREDIT DOCUMENTS": this Agreement, each of the Notes and the
         Joinder Agreements.

                  "CREDIT PARTIES": collectively, the Borrowers and the
         Guarantors.

                  "CURRENT MATURITIES OF TOTAL FUNDED DEBT" means, at any time
         and with respect to any item of Total Funded Debt, the portion of such
         Total Funded Debt outstanding at such time which by the terms of such
         Total Funded Debt or the terms of any instrument or agreement relating
         thereto is due on demand or within one year from such time (whether by
         sinking fund, other required prepayment or final payment at maturity),
         and is not directly or indirectly renewable, extendible or refundable
         at the option of the obligor under an agreement or firm commitment in
         effect at such time to a date one year or more from such time.

                  "DEFAULT": any of the events specified in Section 7, whether
         or not any requirement for the giving of notice or the lapse of time,
         or both, or any other condition, has been satisfied.

                  "DEFAULTING LENDER": at any time, any Lender that, at such
         time (a) has failed to make a Loan required pursuant to the terms of
         this Agreement, (b) has failed to pay to the Administrative Agent or
         any Lender an amount owed by such Lender pursuant to the terms of this
         Agreement, or (c) has been deemed insolvent or has become subject to a
         bankruptcy or insolvency proceeding or to a receiver, trustee or
         similar official.

                  "DETERMINATION DATE" means:

                                       7
<PAGE>   13

                           (a) in connection with the origination of any new
                  Loan, the Business Day which is the earliest of the date such
                  Loan is extended or the date the rate is set, as applicable;

                           (b) in connection with any extension or conversion or
                  continuation of an existing Loan, the Business Day which is
                  the earlier of the date such credit is extended, converted or
                  continued, or the date the rate is set, as applicable, in
                  connection with any extension, conversion or continuation; or

                           (c) the date of any reduction of the Revolving
                  Committed Amount pursuant to the terms of Section 2.5; and

         in addition to the foregoing, such additional dates not more frequently
         than once a month as may be determined by the Agent.

                  "DM PUBLISHING": Donohue Meehan Publishing Company, an
         Illinois corporation.

                  "DOLLAR AMOUNT": (a) with respect to Dollars or an amount
         denominated in Dollars, such amount and (b) with respect to an amount
         of Foreign Currency or an amount denominated in such Foreign Currency,
         the Dollar Equivalent of such amount on the applicable date
         contemplated in this Credit Agreement.

                  "DOLLAR EQUIVALENT": on any date, with respect to an amount
         denominated in a Foreign Currency, the amount of Dollars into which the
         Agent could, in accordance with its practice from time to time in the
         interbank foreign exchange market, convert such amount of such Foreign
         Currency at its spot rate of exchange (inclusive of all reasonable
         related costs of conversion, if any are actually incurred) applicable
         to the relevant transaction at or about 10:00 A.M., Charlotte, North
         Carolina time, on such date.

                  "DOLLARS" and "$": dollars in lawful currency of the United
         States of America.

                  "DOMESTIC LENDING OFFICE": initially, the office of each
         Lender designated as such Lender's Domestic Lending Office shown on
         SCHEDULE 2.1(A); and thereafter, such other office of such Lender as
         such Lender may from time to time specify to the Administrative Agent
         and Penton USA as the office of such Lender at which Base Rate Loans of
         such Lender are to be made.

                  "EBITDA": of any Person for any period, net income for such
         period, PLUS (i) Interest Expense to the extent deducted in determining
         such net income, PLUS (ii) depreciation, amortization and all other
         non-cash charges deducted in determining such net income, all
         determined in accordance with GAAP consistently applied, MINUS (iii)
         extraordinary income (including, for purposes hereof, gain from the
         sale of assets in the ordinary course of business, such as obsolete
         equipment), PLUS (iv) extraordinary 


                                       8
<PAGE>   14

         expenses (including, for purposes hereof, loss from the sale of the
         assets in the ordinary course of business, such as obsolete equipment),
         PLUS (v) taxes to the extent deducted to determine net income.

                  "ENVIRONMENTAL LAWS": any and all applicable foreign, Federal,
         state, local or municipal laws, rules, orders, regulations, statutes,
         ordinances, codes, decrees or requirements of any Governmental
         Authority or other Requirement of Law (including common law)
         regulating, relating to or imposing liability or standards of conduct
         concerning protection of human health or the environment, as now or may
         at any time be in effect during the term of this Agreement.

                  "ERISA": the Employee Retirement Income Security Act of 1974,
         as amended from time to time.

                  "EUROCURRENCY LENDING OFFICE": initially, the office of each
         Lender designated as such Lender's Eurocurrency Lending Office shown on
         SCHEDULE 2.1(A); and thereafter, such other office of such Lender as
         such Lender may from time to time specify to the Administrative Agent
         and the Borrowers as the office of such Lender at which the
         Eurocurrency Loans of such Lender are to be made.

                  "EUROCURRENCY LOAN": any Loan bearing interest at a rate
         determined by reference to the Eurocurrency Rate.

                  "EUROCURRENCY RATE": for any Eurocurrency Loan for any
         Interest Period therefor, the rate per annum (rounded upwards, if
         necessary, to the nearest 1/16th of 1%) appearing on Telerate Page 3750
         (or any successor page) as London interbank offered rate for deposits
         in Dollars or the applicable Foreign Currency, as appropriate, at
         approximately 11:00 a.m. (London time) two Business Days prior to the
         first day of such Interest Period for a term comparable to such
         Interest Period. If for any reason such rate is not available, the term
         "Eurocurrency Rate" shall mean, for any Eurocurrency Loan for any
         Interest Period therefor, the rate per annum (rounded upwards, if
         necessary, to the nearest 1/16th of 1%) appearing on Reuters Screen
         LIBO Page as the London interbank offered rate for deposits in Dollars
         or the applicable Foreign Currency, as appropriate, at approximately
         11:00 a.m. (London time) two Business Days prior to the first day of
         such Interest Period for a term comparable to such Interest Period;
         PROVIDED, HOWEVER, if more than one rate is specified on Reuters Screen
         LIBO Page, the applicable rate shall be the arithmetic mean of all such
         rates.

                  "EUROCURRENCY RESERVE PERCENTAGE": for any day, that
         percentage (expressed as a decimal) which is in effect from time to
         time under Regulation D of the Board of Governors of the Federal
         Reserve System ( or other applicable authority or any successor
         thereof), as such regulation may be amended from time to time or any
         successor regulation, as the maximum reserve requirement (including,
         without limitation, any basic, supplemental, emergency, special, or
         marginal reserves) applicable with respect to 


                                       9
<PAGE>   15

         Eurocurrency liabilities as that term is defined in Regulation D (or
         against any other category of liabilities that includes deposits by
         reference to which the interest rate of Eurocurrency Loans is
         determined), whether or not Lender has any Eurocurrency liabilities
         subject to such reserve requirement at that time. Eurocurrency Loans
         shall be deemed to constitute Eurocurrency liabilities and as such
         shall be deemed subject to reserve requirements without benefits of
         credits for proration, exceptions or offsets that may be available from
         time to time to a Lender. The Eurocurrency Rate shall be adjusted
         automatically on and as of the effective date of any change in the
         Eurocurrency Reserve Percentage.

                  "EVENT OF DEFAULT": any of the events specified in Section 7;
         PROVIDED, HOWEVER, that any requirement for the giving of notice or the
         lapse of time, or both, or any other condition, has been satisfied.

                  "FACILITY FEE": such term as defined in Section 2.7.

                  "FEDERAL FUNDS EFFECTIVE RATE": such term as defined in the
         definition of "Base Rate".

                  "FEES": the Commitment Fees, the Facility Fee, the Agent Fee
         and such other fees as may from time to time become due and owing
         hereunder.

                  "FIRST UNION": First Union National Bank, a national banking
         association.

                  "FOREIGN CURRENCY": British Pounds Sterling and such other
         currency as agreed to between the Borrowers and all the Lenders.

                  "FOREIGN CURRENCY EQUIVALENT": on any date, with respect to an
         amount denominated in Dollars, the amount of the applicable Foreign
         Currency into which the Agent could, in accordance with its practice
         from time to time in the interbank foreign exchange market, convert
         such amount of Dollars at its spot rate of exchange (inclusive of all
         reasonable related costs of conversion, if any are actually incurred)
         applicable to the relevant transaction at or about 10:00 A.M.,
         Charlotte, North Carolina time, on such date.

                  "FOREIGN CURRENCY LOANS": shall have the meaning assigned to
         such term in Section 2.2(a).

                  "GAAP": generally accepted accounting principles in effect in
         the United States of America applied on a consistent basis, SUBJECT,
         HOWEVER, in the case of determination of compliance with the financial
         covenants set out in Section 5.9 to the provisions of Section 1.3.



                                       10
<PAGE>   16

                  "GOVERNMENTAL AUTHORITY": any nation or government, any state
         or other political subdivision thereof and any entity exercising
         executive, legislative, judicial, regulatory or administrative
         functions of or pertaining to government.

                  "GUARANTEE OBLIGATION": as to any Person (the "GUARANTEEING
         PERSON"), any obligation of (a) the guaranteeing person or (b) another
         Person (including, without limitation, any bank under any letter of
         credit) to induce the creation of which the guaranteeing person has
         issued a reimbursement, counterindemnity or similar obligation, in
         either case guaranteeing or in effect guaranteeing any Indebtedness,
         leases, dividends or other obligations (the "PRIMARY OBLIGATIONS") of
         any other third Person (the "PRIMARY OBLIGOR") in any manner, whether
         directly or indirectly, including, without limitation, any obligation
         of the guaranteeing person, whether or not contingent, (i) to purchase
         any such primary obligation or any property constituting direct or
         indirect security therefor, (ii) to advance or supply funds (1) for the
         purchase or payment of any such primary obligation or (2) to maintain
         working capital or equity capital of the primary obligor or otherwise
         to maintain the net worth or solvency of the primary obligor, (iii) to
         purchase property, securities or services primarily for the purpose of
         assuring the owner of any such primary obligation of the ability of the
         primary obligor to make payment of such primary obligation or (iv)
         otherwise to assure or hold harmless the owner of any such primary
         obligation against loss in respect thereof; PROVIDED, HOWEVER, that the
         term Guarantee Obligation shall not include endorsements of instruments
         for deposit or collection in the ordinary course of business. The
         amount of any Guarantee Obligation of any guaranteeing person shall be
         deemed to be the lower of (a) an amount equal to the stated or
         determinable amount of the primary obligation in respect of which such
         Guarantee Obligation is made and (b) the maximum amount for which such
         guaranteeing person may be liable pursuant to the terms of the
         instrument embodying such Guarantee Obligation, unless such primary
         obligation and the maximum amount for which such guaranteeing person
         may be liable are not stated or determinable, in which case the amount
         of such Guarantee Obligation shall be such guaranteeing person's
         maximum reasonably anticipated liability in respect thereof as
         determined by the Borrowers in good faith.

                  "GUARANTORS": Penton USA and any and all Subsidiaries of the
         Borrowers identified as a "Subsidiary Guarantor" on the signature pages
         hereto and any Subsidiary organized under the laws of any state of the
         United States of America acquired or formed subsequent to the Closing
         Date.

                  "INDEBTEDNESS": of any Person at any date, without
         duplication, (a) all indebtedness of such Person for borrowed money or
         for the deferred purchase price of property or services (other than
         trade liabilities and other normal accrued liabilities incurred in the
         ordinary course of business and payable in accordance with customary
         practices), (b) any other indebtedness of such Person which is
         evidenced by a note, bond, debenture or similar instrument, (c) all
         obligations of such Person under Capital Leases, (d) all obligations of
         such Person in respect of bankers' acceptances issued or created for


                                       11
<PAGE>   17

         the account of such Person, (e) all liabilities secured by any Lien on
         any property owned by such Person even though such Person has not
         assumed or otherwise become liable for the payment thereof (other than
         liabilities securing carriers', warehousemen's, mechanics', repairmen's
         or other like nonconsensual statutory Liens arising in the ordinary
         course of business), (f) all obligations of such Person under
         conditional sale or other title retention agreements relating to
         property purchased by such Person (other than customary reservations or
         retentions of title under agreements with suppliers entered into in the
         ordinary course of business), (g) all obligations of such Person under
         take-or-pay or similar arrangements or under commodities agreements
         (other than supply agreements and other similar arrangements entered
         into in the ordinary course of business), (h) all Guarantee Obligations
         of such Person, (i) all obligations of such Person in respect of
         interest rate protection agreements, foreign currency exchange
         agreements, commodity purchase or option agreements or other interest
         or exchange rate or commodity price hedging agreements, and (j) the
         maximum amount of all letters of credit issued for the account of such
         Person and, without duplication, all drafts drawn thereunder (to the
         extent not theretofore reimbursed). For purposes of this Agreement,
         Indebtedness shall not include any Indebtedness owing by a Borrower to
         any of its Subsidiaries or by any Subsidiary of a Borrower to such
         Borrower or by any Subsidiary of a Borrower to any other Subsidiary of
         such Borrower or any contingent obligation in respect thereof. It is
         understood and agreed that the amount of any Indebtedness described in
         clause (e) shall be the lower of the amount of the obligation or the
         fair market value of the collateral securing such obligation, and the
         amount of any obligation described in clause (i) shall be the
         termination payments that would be required to be paid to a
         counterparty upon early termination (in accordance with customary
         industry standards) rather than any notional amount with regard to
         which payments may be calculated.

                  "INSOLVENCY": with respect to any Multiemployer Plan, the
         condition that such Plan is insolvent within the meaning of such term
         as used in Section 4245 of ERISA.

                  "INSOLVENT": pertaining to a condition of Insolvency.

                  "INTELLECTUAL PROPERTY": such term as defined in Section 3.13.

                  "INTEREST COVERAGE RATIO": as of the last day of any fiscal
         quarter, the ratio of Consolidated Adjusted EBITDA for the four (4)
         consecutive quarters then ending to Consolidated Interest Expense for
         the four (4) consecutive quarters then ending.

                  "INTEREST EXPENSE": for any Person for any period, the sum of
         all interest and fee expense including amortization of debt discount
         and premium and the interest component under Capital Leases for such
         Person; PROVIDED that there shall be added to and included in Interest
         Expense for purposes hereof the net amount payable (other than amounts
         payable in respect of up-front or one-time fees, which shall be
         excluded from Interest Expense) by such Person in respect of any
         Interest Protection Agreement and Interest 


                                       12
<PAGE>   18

         Expense shall be reduced by the net amount receivable by such Person
         under any Interest Protection Agreement in respect of such period.

                  "INTEREST PAYMENT DATE": (a) as to any Base Rate Loan, the
         last Business Day of each March, June, September and December to occur
         while such Loan is outstanding, (b) as to any Eurocurrency Loan having
         an Interest Period of three months or less, the last day of such
         Interest Period and (c) as to any Eurocurrency Loan having an Interest
         Period longer than three months, each day which is three months after
         the first day of such Interest Period and the last day of such Interest
         Period.

                  "INTEREST PERIOD":  with respect to any Eurocurrency Loan,

                         (i) initially, the period commencing on the Borrowing
                  Date or conversion date, as the case may be, with respect to
                  such Eurocurrency Loan and ending one, two, three or six
                  months thereafter, as selected by any Borrower in the notice
                  of borrowing or notice of conversion given with respect
                  thereto; and

                        (ii) thereafter, each period commencing on the last day
                  of the immediately preceding Interest Period applicable to
                  such Eurocurrency Loan and ending one, two, three or six
                  months thereafter, as selected by any Borrower by irrevocable
                  notice to the Administrative Agent in the notice of conversion
                  given with respect thereto;

         PROVIDED that the foregoing provisions are subject to the following:

                                    (A) if any Interest Period pertaining to a
                           Eurocurrency Loan would otherwise end on a day that
                           is not a Business Day, such Interest Period shall be
                           extended to the next succeeding Business Day unless
                           the result of such extension would be to carry such
                           Interest Period into another calendar month in which
                           event such Interest Period shall end on the
                           immediately preceding Business Day;

                                    (B) any Interest Period pertaining to a
                           Eurocurrency Loan that begins on the last Business
                           Day of a calendar month (or on a day for which there
                           is no numerically corresponding day in the calendar
                           month at the end of such Interest Period) shall end
                           on the last Business Day of the relevant calendar
                           month;

                                    (C) if the Borrowers shall fail to give
                           notice as provided above, the Borrowers shall be
                           deemed to have selected a Eurocurrency Loan with an
                           Interest Period of one month to replace the affected
                           Eurocurrency Loan as provided in Section 2.4; and



                                       13
<PAGE>   19

                                    (D) any Interest Period in respect of any
                           Revolving Loan that would otherwise extend beyond the
                           Termination Date shall end on the Termination Date.

                  "INTEREST PROTECTION AGREEMENT": any interest rate protection
         agreement or interest rate future, option, cap, collar or other hedging
         arrangement.

                  "JOINDER AGREEMENT": a Joinder Agreement substantially in the
         form of SCHEDULE 5.12, executed and delivered by a Subsidiary in
         accordance with the provisions of Section 5.12.

                  "LENDERS": such term as defined in the first paragraph of this
         Agreement.

                  "LEVERAGE RATIO": as of the last day of any fiscal quarter,
         the ratio (x) of Consolidated Total Funded Debt as of the last day of
         such fiscal quarter to (y) Consolidated Adjusted EBITDA for the four
         (4) consecutive fiscal quarters then ending.

                  "LIEN": any mortgage, pledge, hypothecation, assignment,
         deposit arrangement, encumbrance, lien (statutory or other), charge or
         other security interest or any preference, priority or other security
         agreement or preferential arrangement of any kind or nature whatsoever
         (including, without limitation, any conditional sale or other title
         retention agreement and any Capital Lease having substantially the same
         economic effect as any of the foregoing).

                  "LOAN" OR "LOANS": any Revolving Loans, Foreign Currency Loans
         or Base Rate Loans.

                  "MAJORITY LENDERS": Lenders holding in the aggregate more than
         66 2/3% of the sum of (i) all Loans then outstanding at such time and
         (ii) the aggregate unused Revolving Commitments at such time; PROVIDED,
         HOWEVER, that if any Lender shall be a Defaulting Lender at such time,
         then there shall be excluded from the determination of Majority Lenders
         those Loans owing to such Defaulting Lender and such Defaulting
         Lender's Revolving Commitments, or after termination of the Revolving
         Commitments, the principal balance of the Loans owing to such
         Defaulting Lender.

                  "MATERIAL ADVERSE EFFECT": a material adverse effect on (a)
         the business, operations, property, or condition (financial or
         otherwise) of the Borrowers and their Subsidiaries taken as a whole,
         (b) the ability of the Borrowers and their Subsidiaries to perform
         their Obligations under this Agreement or any of the Notes or (c) the
         validity or enforceability of this Agreement, any of the Notes or any
         of the other Credit Documents or the rights or remedies of the
         Administrative Agent or the Lenders hereunder or thereunder.



                                       14
<PAGE>   20

                  "MATERIALS OF ENVIRONMENTAL CONCERN": any gasoline or
         petroleum (including crude oil or any fraction thereof) or petroleum
         products or any hazardous or toxic substances, materials or wastes,
         defined or regulated as such in or under any Environmental Law,
         including, without limitation, asbestos, polychlorinated biphenyls and
         urea-formaldehyde insulation.

                  "MLA COST": an addition to the interest rate on a Loan to
         compensate any Lender for the cost imputed to a Lender in respect of
         any Loan made in British Pounds Sterling during the term of any Loan
         made in British Pounds Sterling resulting from the imposition from time
         to time under or pursuant to the Bank of England Act [of] 1998 (the
         "Act") and/or by the Bank of England and/or the Financial Services
         Authority (the "FSA") (or other United Kingdom governmental authorities
         or agencies) of a requirement to place non-interest-bearing cash ratio
         deposits or Special Deposits (whether interest bearing or not) with the
         Bank of England and/or pay fees to the FSA calculated by reference to
         liabilities used to fund the Loan made in British Pounds Sterling, as
         determined in accordance with SCHEDULE 2.2(D).

                  "MOODY'S": Moody's Investors Service, Inc.

                  "MULTIEMPLOYER PLAN": a Plan which is a multiemployer plan as
         defined in Section 4001(a)(3) of ERISA.

                  "NON-EXCLUDED TAXES": such term as defined in Section 2.13.

                  "NOTE" or "NOTES": a Revolving Note or the Revolving Notes, as
         appropriate.

                  "NOTICE OF ACCOUNT DESIGNATION": such term as defined in
         Section 2.1(b)(iii).

                  "NOTICE OF BORROWING": a written notice of borrowing in
         substantially the form of SCHEDULE 2.1(B)(I), as required by Section
         2.1(b)(i) in the case of Revolving Loans and SCHEDULE 2.2(B)(I) as
         required by Section 2.2(b)(i) in the case of Foreign Currency Loans.

                  "NOTICE OF CONVERSION": the written notice of extension or
         conversion in substantially the form of SCHEDULE 2.4, as required by
         Section 2.4.

                  "OBLIGATIONS": without duplication, (i) all of the obligations
         of the Credit Parties to the Lenders and the Agent, whenever arising,
         under this Agreement, the Notes or any of the other Credit Documents
         (including, but not limited to, any interest accruing after the
         occurrence of a filing of a petition of bankruptcy under the Bankruptcy
         Code with respect to any Credit Party, regardless of whether such
         interest is an allowed claim under the Bankruptcy Code) and (ii) all
         liabilities and obligations, whenever arising, owing from the Borrowers
         or any of their Subsidiaries to any Lender, or any affiliate of a
         Lender, arising under any Interest Rate Protection Agreement.

                                       15
<PAGE>   21

                  "PARTICIPANT": such term as defined in Section 9.6(b).

                  "PATENTS": (i) all letters patent of the United States or any
         other country, now existing or hereafter arising, and all improvement
         patents, reissues, reexaminations, patents of additions, renewals and
         extensions thereof, including, without limitation, any thereof referred
         to in SCHEDULE 3.13 to the Credit Agreement, and (ii) all applications
         for letters patent of the United States or any other country, now
         existing or hereafter arising, and all provisionals, divisions,
         continuations and continuations-in-part and substitutes thereof,
         including, without limitation, any thereof referred to in SCHEDULE 3.13
         to the Credit Agreement.

                  "PBGC": the Pension Benefit Guaranty Corporation established
         pursuant to Subtitle A of Title IV of ERISA.

                  "PERMITTED ACQUISITION": such term as defined in Section
         6.5(b)(iii).

                  "PERMITTED INVESTMENTS": (i) cash and Cash Equivalents, (ii)
         receivables owing to the Borrowers or any of their Subsidiaries or any
         receivables and advances to suppliers, in each case if created,
         acquired or made in the ordinary course of business and payable or
         dischargeable in accordance with customary trade terms, (iii) loans
         and/or investments in and to the Borrowers or any of their
         Subsidiaries, (iv) investments (including debt obligations, stock,
         securities or other property) received in connection with the
         bankruptcy or reorganization of suppliers and customers and in
         settlement of delinquent obligations of, and other disputes with,
         customers and suppliers arising in the ordinary course of business, (v)
         investments, acquisitions or transactions permitted under Section
         6.5(b), (vi) loans and advances to employees for business-related
         travel expenses, costs of replacement homes and similar expenses, in
         each case incurred in the ordinary course of business, (vii)
         investments in Interest Protection Agreements other than for
         speculative purposes and (viii) any endorsement of a check or other
         medium of payment for deposit or collection, or any similar transaction
         in the ordinary course of business. As used herein, "INVESTMENT" means
         all investments, in cash or by delivery of property made, directly or
         indirectly in, to or from any Person, whether by acquisition of shares
         of capital stock or partnership interest or other equity interest,
         property, assets, indebtedness or other obligations or securities or by
         loan advance, capital contribution or otherwise.

                  "PERMITTED LIENS":

                           (i) Liens created by or otherwise existing under or
                  in connection with this Agreement or the other Credit
                  Documents in favor of the Administrative Agent for the benefit
                  of the Lenders;

                           (ii) Liens on assets securing purchase money
                  indebtedness and Capital Leases (and refinancings thereof) to
                  the extent permitted under subsection (d) of


                                       16
<PAGE>   22

                  Section 6.1 and Liens existing on the date hereof and
                  described on SCHEDULE 1.1 (together with any replacement,
                  extension or renewal of any such Liens);

                           (iii) Liens for taxes, assessments, charges or other
                  governmental levies not yet due or as to which the period of
                  grace (not to exceed 60 days), if any, related thereto has not
                  expired or which are being contested in good faith by
                  appropriate proceedings, PROVIDED that adequate reserves with
                  respect thereto are maintained on the books of the Borrowers
                  or any of their Subsidiaries, as the case may be, in
                  conformity with GAAP (or, in the case of Subsidiaries with
                  significant operations outside of the United States of
                  America, generally accepted accounting principles in effect
                  from time to time in their respective jurisdictions of
                  incorporation);

                           (iv) carriers', warehousemen's, mechanics',
                  materialmen's, repairmen's or other like Liens arising in the
                  ordinary course of business which are not overdue for a period
                  of more than 60 days or which are being contested in good
                  faith by appropriate proceedings;

                           (v) pledges or deposits in connection with workers'
                  compensation, unemployment insurance and other social security
                  legislation and deposits securing liability to insurance
                  carriers under insurance or self-insurance arrangements;

                           (vi) deposits to secure the performance of bids,
                  trade contracts, (other than for borrowed money), leases,
                  statutory obligations, surety and appeal bonds, performance
                  bonds and other obligations of a like nature incurred in the
                  ordinary course of business;

                           (vii) Liens in connection with attachments or
                  judgments (including judgment or appeal bonds), provided that
                  the judgments secured shall, within 60 days after the entry
                  thereof, have been discharged or execution thereof stayed
                  pending appeal, or shall have been discharged within 60 days
                  after the expiration of any such stay;

                           (viii) easements, rights-of-way, restrictions
                  (including zoning restrictions), minor defects or
                  irregularities in title and other similar charges or
                  encumbrances not, in any material respect, impairing the use
                  of the encumbered property for its intended purpose;

                           (ix) leases or subleases of real property granted to
                  others not interfering in any material respect with the
                  business of the Borrowers or any of their Subsidiaries;



                                       17
<PAGE>   23

                           (x) any extension, renewal or replacement (or
                  successive extensions, renewals or replacements) , in whole or
                  in part, of any Lien referred to in the foregoing clauses;
                  PROVIDED that such extension, renewal or replacement Lien
                  shall be limited to all or a part of the property which
                  secured the Lien so extended, renewed or replaced (plus
                  improvements on such property); and

                           (xi) Liens existing on assets or property at the time
                  acquired in connection with a Permitted Acquisition and not
                  incurred as a result of, or in connection with or in
                  anticipation of such Permitted Acquisition; provided that (A)
                  the principal amount of the Indebtedness secured by any such
                  Lien immediately prior to such Permitted Acquisition is not
                  increased or the maturity thereof reduced, (B) any such Lien
                  is not extended to any other property and (C) immediately
                  after such Permitted Acquisition, no Default or Event of
                  Default would exist.

                  "PERSON": an individual, partnership, corporation, limited
         liability company, business trust, joint stock company, trust,
         unincorporated association, joint venture, Governmental Authority or
         other entity of whatever nature.

                  "PITTWAY": Pittway Corporation, a Delaware corporation.

                  "PLAN": at any particular time, any employee benefit plan
         which is covered by Title IV of ERISA and in respect of which a
         Borrower or a Commonly Controlled Entity is (or, if such plan were
         terminated at such time, would under Section 4069 of ERISA be deemed to
         be) an "employer" as defined in Section 3(5) of ERISA.

                  "PRIME RATE": such term as defined in the definition of Base
         Rate.

                  "PROPERTIES": such term as defined in Section 3.10(a).

                  "PURCHASING LENDERS": such term as defined in Section 9.6(c).

                  "RECOVERY EVENT": the receipt by the Borrowers or any of their
         Subsidiaries of any cash insurance proceeds or condemnation award
         payable by reason of theft, loss, physical destruction or damage,
         taking or similar event with respect to any property or assets of the
         Borrowers or any of their Subsidiaries.

                  "REGISTER": such term as defined in Section 9.6(d).

                  "REORGANIZATION": with respect to any Multiemployer Plan, the
         condition that such Plan is in reorganization within the meaning of
         such term as used in Section 4241 of ERISA.

                                       18
<PAGE>   24

                  "REPORTABLE EVENT": any of the events set forth in Section
         4043(c) of ERISA, other than those events as to which the thirty-day
         notice period has been waived pursuant to regulations promulgated by
         the PBGC.

                  "REQUIREMENT OF LAW": as to any Person, the Certificate of
         Incorporation and By-laws, partnership agreement, operating agreement
         or other organizational or governing documents of such Person, and each
         law, treaty, rule or regulation or determination of an arbitrator or a
         court or other Governmental Authority, in each case applicable to or
         binding upon such Person or any of its property or to which such Person
         or any of its material property is subject.

                  "RESTRICTED PAYMENT": (i) any payment by the Borrowers or any
         of their Subsidiaries of a payment, distribution or dividend (other
         than a dividend or distribution payable solely in stock or equity
         interest of a Borrower) on, or any payment on account of the purchase,
         redemption, defeasance or retirement of, or any other distribution on,
         any partnership interest, limited liability company interest, share of
         any class of stock or other ownership interest in the Borrowers or any
         of their Subsidiaries (including any such payment or distribution in
         cash or in property or obligations of a Borrower or any of its
         Subsidiaries), (ii) any loan or advance by a Borrower or any of its
         Subsidiaries to any Affiliate of a Borrower or any of its Subsidiaries
         other than as permitted by Sections 6.6 or 6.7, or (iii) the payment by
         a Borrower or any of its Subsidiaries of any management or
         administrative fee to any Affiliate of the Borrower or any of its
         Subsidiaries or of any salary, bonus or other form of compensation
         other than in the ordinary course of business to any Person who is a
         significant partner, shareholder, member, owner or executive officer of
         any such Affiliate other than as permitted by Section 6.7.

                  "REVOLVING COMMITMENT": as to any Lender, the obligation of
         such Lender to make Revolving Loans and Foreign Currency Loans to the
         Borrowers hereunder in an aggregate principal amount at any one time
         outstanding not to exceed the amount set forth opposite such Lender's
         name on SCHEDULE 2.1(A), as such amount may be reduced from time to
         time in accordance with the provisions of this Agreement.

                  "REVOLVING COMMITMENT PERCENTAGE": for each Lender, a fraction
         (expressed as a percentage) the numerator of which is the Revolving
         Commitment of such Lender at such time and the denominator of which is
         the Aggregate Revolving Committed Amount at such time. The initial
         Revolving Commitment Percentages are set out on SCHEDULE 2.1(A).

                  "REVOLVING COMMITTED AMOUNT": collectively, the aggregate
         amount of all of the Revolving Commitments as referenced in Section
         2.1(a) and, individually, the amount of each Lender's Revolving
         Commitment as specified in SCHEDULE 2.1(A).

                  "REVOLVING LOANS": such term as defined in Section 2.1.

                                       19
<PAGE>   25

                  "REVOLVING NOTE" or "REVOLVING NOTES": the promissory notes of
         the Borrowers in favor of each of the Lenders evidencing the Revolving
         Loans and the Foreign Currency Loans provided pursuant to Section
         2.1(e), individually or collectively, as appropriate, as such
         promissory notes may be amended, modified, supplemented, extended,
         renewed or replaced from time to time.

                  "S&P": Standard & Poor's Ratings Group, a division of McGraw
         Hill, Inc.

                  "SINGLE EMPLOYER PLAN": any Plan which is not a Multiemployer
         Plan.

                  "SPECIFIED SALES": (i) the sale, transfer, lease or other
         disposition of inventory and materials in the ordinary course of
         business (including obsolete and/or unnecessary), (ii) the sale,
         transfer, lease or other disposition of machinery, parts and equipment
         (including obsolete and/or unnecessary equipment) in the ordinary
         course of business, (iii) the sale, transfer or other disposition of
         articles in the ordinary course of business or the granting of
         permission for reprints in the ordinary course of business and (iv) the
         sale, lease or disposition of space and related property and assets in
         the ordinary course of business.

                  "STOCK DISTRIBUTION": the distribution to stockholders of
         Pittway of the common stock, par value $.01 per share, of Penton USA,
         pursuant to the Form S-1 Registration Statement filed with the
         Securities and Exchange Commission on June 15, 1998, as amended.

                  "SUBSIDIARY": as to any Person, a corporation, partnership or
         other entity of which shares of stock or other ownership interests
         having ordinary voting power (other than stock or such other ownership
         interests having such power only by reason of the happening of a
         contingency) to elect a majority of the board of directors or other
         managers of such corporation, partnership or other entity are at the
         time owned, or the management of which is otherwise controlled,
         directly or indirectly through one or more intermediaries, or both, by
         such Person. Unless otherwise qualified, all references to a
         "Subsidiary" or to "Subsidiaries" in this Agreement shall refer to a
         Subsidiary or Subsidiaries of a Borrower.

                  "TERMINATION DATE": the earlier of (a) June 30, 2003 or (b)
         the date on which the Revolving Commitments shall terminate in
         accordance with the provisions of this Agreement.

                  "TOTAL FUNDED DEBT": of any Person at any date, without
         duplication, (a) all indebtedness of such Person for borrowed money
         which by its terms or by the terms of any instrument or agreement
         relating thereto matures or is otherwise payable or unpaid, one year or
         more from, or is directly or indirectly renewable or extendible at the
         option of the obligor in respect thereof to a date one year or more
         from the creation thereof; provided that, Total Funded Debt shall
         include, at any date of determination, Current Maturities of Total
         Funded Debt; (b) all obligations of such Person under Capital Leases;


                                       20
<PAGE>   26

         (c) all Guarantee Obligations of such Person; and (d) the maximum
         amount of all letters of credit issued or bankers' acceptances created
         for the account of such Person and, without duplication, all drafts
         drawn thereunder (to the extent not theretofore reimbursed).

                  "TRADEMARKS": (i) all trademarks, trade names, corporate
         names, company names, business names, fictitious business names,
         service marks, logos and other source or business identifiers, together
         with the goodwill of the business symbolized by said marks, names,
         logos and identifiers now existing or hereafter adopted or acquired,
         all registrations and recordings thereof, and all applications in
         connection therewith, whether in the United States Patent and Trademark
         Office or in any similar office or agency of the United States, any
         State thereof or any other country or any political subdivision
         thereof, or otherwise, including, without limitation, any thereof
         referred to in SCHEDULE 3.13 to the Credit Agreement, and (ii) all
         renewals thereof including, without limitation, any thereof referred to
         in SCHEDULE 3.13 to the Credit Agreement.

                  "TRANSFER EFFECTIVE DATE": such term as defined in each
         Commitment Transfer Supplement.

                  "TYPE": as to any Loan, its nature as a Base Rate Loan,
         Eurocurrency Loan or Foreign Currency Loan, as the case may be.

                  "VOTING STOCK": with respect to any Person, all classes of the
         capital stock (or other voting interests) of such Person then
         outstanding and normally entitled to vote in the election of directors.


         1.2      OTHER DEFINITIONAL PROVISIONS.

                  (a) Unless otherwise specified therein, all terms defined in
         this Agreement shall have the defined meanings when used in the Notes
         or other Credit Documents or any certificate or other document made or
         delivered pursuant hereto.

                  (b) The words "hereof", "herein" and "hereunder" and words of
         similar import when used in this Agreement shall refer to this
         Agreement as a whole and not to any particular provision of this
         Agreement, and Section, subsection, Schedule and Exhibit references are
         to this Agreement unless otherwise specified.

                  (c) The meanings given to terms defined herein shall be
         equally applicable to both the singular and plural forms of such terms.



                                       21
<PAGE>   27

         1.3      ACCOUNTING TERMS.

         Unless otherwise specified herein, all accounting terms used herein
shall be interpreted, all accounting determinations hereunder shall be made, and
all financial statements required to be delivered hereunder shall be prepared in
accordance with GAAP applied on a basis consistent (except for changes concurred
with by the Borrowers' independent public accountants) with the most recent
audited financial statements of the Borrowers delivered to the Lenders; PROVIDED
that, if the Borrowers notify the Administrative Agent that they wish to amend
any covenant in Section 5.9 to eliminate the effect of any change in GAAP on the
operation of such covenant (or if the Administrative Agent notifies the
Borrowers that the Majority Lenders wish to amend Section 5.9 for such purpose),
then the Borrowers' compliance with such covenant shall be determined on the
basis of GAAP in effect immediately before the relevant change in GAAP became
effective, until either such notice is withdrawn or such covenant is amended in
a manner satisfactory to the Borrowers and the Majority Lenders.

         The Borrowers shall deliver to the Administrative Agent and each Lender
at the same time as the delivery of any annual or quarterly financial statements
given in accordance with the provisions of Section 5.1, (i) a description in
reasonable detail of any material change in the application of accounting
principles employed in the preparation of such financial statements from those
applied in the most recently preceding quarterly or annual financial statements
as to which no objection shall have been made in accordance with the provisions
above and (ii) a reasonable estimate of the effect on the financial statements
on account of such changes in application.


                     SECTION 2. THE LOANS; AMOUNT AND TERMS

         2.1      REVOLVING LOANS.

                  (a) REVOLVING COMMITMENT. During the Commitment Period,
         subject to the terms and conditions hereof, each Lender severally
         agrees to make revolving credit loans in Dollars ("REVOLVING LOANS") to
         Penton USA from time to time in an aggregate amount up to the amount of
         such Lender's Revolving Commitment Percentage of such Revolving Loans
         for the purposes hereinafter set forth; PROVIDED that (i) with regard
         to each Lender individually, the Dollar Amount (determined as of the
         most recent Determination Date) of such Lender's Revolving Commitment
         Percentage of the sum of Revolving Loans PLUS Foreign Currency Loans
         shall not exceed such Lender's Revolving Committed Amount, and (ii)
         with regard to the Lenders collectively, the Dollar Amount (determined
         as of the most recent Determination Date) of the sum of Revolving Loans
         PLUS Foreign Currency Loans shall not exceed the Aggregate Revolving
         Committed Amount. Revolving Loans may consist of Base Rate Loans or
         Eurocurrency Loans, or a combination thereof, as Penton USA may
         request, and may be repaid and reborrowed in accordance with the
         provisions hereof.



                                       22
<PAGE>   28

                  (b)      REVOLVING LOAN BORROWINGS.

                           (i) NOTICE OF BORROWING. Penton USA shall request a
                  Revolving Loan borrowing by written notice (or telephone
                  notice promptly confirmed in writing) to the Agent not later
                  than 11:00 A.M. (Charlotte, North Carolina time) on the
                  Business Day prior to the date of the requested borrowing in
                  the case of Base Rate Loans, and on the third Business Day
                  prior to the date of the requested borrowing in the case of
                  Eurocurrency Loans denominated in Dollars. Each such request
                  for borrowing shall be irrevocable and shall specify (A) that
                  a Revolving Loan is requested, (B) the date of the requested
                  borrowing (which shall be a Business Day), (C) the aggregate
                  principal amount to be borrowed, and (D) whether the borrowing
                  shall be comprised of Base Rate Loans, Eurocurrency Loans or a
                  combination thereof, and if Eurocurrency Loans are requested,
                  the Interest Period(s) therefor. If Penton USA shall fail to
                  specify in any such Notice of Borrowing (i) an applicable
                  Interest Period in the case of a Eurocurrency Loan, then such
                  notice shall be deemed to be a request for an Interest Period
                  of one month, or (ii) the Type of Revolving Loan requested,
                  then such notice shall be deemed to be a request for a
                  Eurocurrency Loan for an Interest Period of one month
                  hereunder. The Agent shall give notice to each affected Lender
                  promptly upon receipt of each Notice of Borrowing pursuant to
                  this Section 2.1(b)(i), the contents thereof and each such
                  Lender's share of any borrowing to be made pursuant thereto.

                           (ii) MINIMUM AMOUNTS. Each Revolving Loan made as (A)
                  a Eurocurrency Loan shall be in a minimum aggregate principal
                  amount of $1,000,000 and integral multiples of $1,000,000 in
                  excess thereof and (B) a Base Rate Loan shall be in a minimum
                  aggregate principal amount of $1,000,000 and integral
                  multiples of $500,000 in excess thereof (or if less, the
                  remaining Revolving Committed Amount).

                           (iii) ADVANCES. Each Lender will make its Revolving
                  Commitment Percentage of each Revolving Loan borrowing
                  available to the Agent for the account of Penton USA as
                  specified in Section 2.17(b), or in such other account in the
                  United States as the Agent may specify in writing, by 1:00
                  P.M. (Charlotte, North Carolina time) on the date specified in
                  the applicable Notice of Borrowing in Dollars and in funds
                  immediately available to the Agent. Such borrowing will then
                  be made available to Penton USA by the Agent by crediting the
                  account of Penton USA on the books of such office with the
                  aggregate of the amounts made available to the Agent by the
                  Lenders and in like funds as received by the Agent together
                  with any amounts advanced by the Agent under Section 2.15(b).
                  Penton USA hereby irrevocably authorizes the Administrative
                  Agent to disburse the proceeds of each borrowing requested
                  pursuant to this Section 2.1 in immediately available funds by
                  crediting such proceeds to a deposit account of Penton USA
                  maintained with the Administrative Agent or by wire transfer
                  to any other account 


                                       23
<PAGE>   29

                  of Penton USA in each such case as may be specified by Penton
                  USA from time to time in a written notice in the form attached
                  hereto as SCHEDULE 2.1(B)(III) (a "NOTICE OF ACCOUNT
                  DESIGNATION"). Unless otherwise specified by Penton USA, the
                  Notice of Account Designation most recently provided to the
                  Administrative Agent shall control.

                  (c) REPAYMENT. The principal amount of all Revolving Loans
         shall be due and payable in full on the Termination Date.

                  (d) INTEREST. Subject to the provisions of Section 2.3.

                           (i) BASE RATE LOANS. During such periods as Revolving
                  Loans shall be comprised in whole or in part of Base Rate
                  Loans, such Base Rate Loans shall bear interest at a per annum
                  rate equal to the Base Rate;

                           (ii) EUROCURRENCY LOANS. During such periods as
                  Revolving Loans shall be comprised in whole or in part of
                  Eurocurrency Loans, such Eurocurrency Loans shall bear
                  interest at a per annum rate equal to the sum of the
                  Eurocurrency Rate PLUS the Applicable Interest Rate
                  Percentage.

         Interest on Revolving Loans shall be payable in arrears on each
         applicable Interest Payment Date (or at such other times as may be
         specified herein).

                  (e) REVOLVING NOTES. The Revolving Loans shall be evidenced by
         a duly executed Revolving Note in favor of each Lender in substantially
         the form of SCHEDULE 2.1(E). Each Lender is hereby authorized to record
         the date, Type and amount of each Revolving Loan made by such Lender,
         each continuation thereof, each conversion of all or a portion thereof
         to another Type, the date and amount of each payment or prepayment of
         principal thereof and, in the case of Eurocurrency Loans, the length of
         each Interest Period with respect thereto, on the schedule annexed to
         and constituting a part of its Revolving Note, and any such recordation
         shall constitute prima facie evidence of the accuracy of the
         information so recorded absent manifest error; PROVIDED that neither
         the failure to make, nor any error in the making of, any such
         recordation shall limit or otherwise affect the obligation of the
         Borrowers hereunder or under such Revolving Note with respect to any
         Revolving Loan and payments of principal or interest on such Revolving
         Note. Each Revolving Note shall be dated the Closing Date and provide
         for the payment of interest in accordance with subsection 2.1(d).

                  (f) MAXIMUM NUMBER OF LOANS. The Borrowers will be limited to
         the maximum aggregate number of separate Loans outstanding at any time
         under Section 2.1 (Revolving Loans) and Section 2.2 (Foreign Currency
         Loans) of:



                                       24
<PAGE>   30

<TABLE>
<CAPTION>
                                                        No. of Loans
                                                        ------------

<S>                                                           <C>
                  Penton USA                                  6
                  Penton UK                                   6
</TABLE>

                  For purposes hereof, (i) Loans to different Borrowers will be
         considered to be separate Loans, (ii) as to Revolving Loans which are
         Base Rate Loans, all such Revolving Loans to a given Borrower will be
         considered to be a single Loan, (iii) as to other types of Loans, each
         type of Loan will be considered to be a separate Loan and (iv) Loans
         with different Interest Periods shall be considered as separate Loans,
         even if they shall begin on the same date and have the same duration,
         although borrowings, extensions and conversions may, in accordance with
         the provisions hereof, be combined at the end of existing Interest
         Periods to constitute a new Loan with a single Interest Period.

         2.2      FOREIGN CURRENCY LOAN SUBFACILITY.

                  (a) FOREIGN CURRENCY COMMITMENT. During the Commitment Period,
         subject to the terms and conditions hereof, each Lender severally
         agrees to make certain foreign currency revolving loans in the
         applicable Foreign Currency (the "FOREIGN CURRENCY LOANS") to Penton UK
         from time to time in the amount of such Lender's Revolving Commitment
         Percentage of such Foreign Currency Loans from time to time for the
         purposes hereinafter set forth; PROVIDED, that (i) with regard to each
         Lender individually, the Dollar Amount (determined as of the most
         recent Determination Date) of such Lender's Revolving Commitment
         Percentage of the sum of Revolving Loans PLUS Foreign Currency Loans
         shall not exceed such Lender's Revolving Committed Amount, and (ii)
         with regard to the Lenders collectively, the Dollar Amount (determined
         as of the most recent Determination Date) of the sum of Revolving Loans
         PLUS Foreign Currency Loans shall not exceed the Aggregate Revolving
         Committed Amount. Foreign Currency Loans shall consist solely of
         Eurocurrency Loans and may be repaid and reborrowed in accordance with
         the provisions hereof.

                  (b) FOREIGN CURRENCY LOAN BORROWINGS.

                           (i) NOTICE OF BORROWING. Penton UK shall request a
                  Foreign Currency Loan borrowing by written notice (or
                  telephone notice promptly confirmed in writing) to the Agent
                  not later than 11:00 A.M. (Charlotte, North Carolina time) on
                  the fourth Business Day prior to the date of the requested
                  borrowing. Each such request for borrowing shall be
                  irrevocable and shall specify (A) that a Foreign Currency Loan
                  is requested, (B) the requested Foreign Currency, (C) the date
                  of the requested borrowing (which shall be a Business Day),
                  (D) the aggregate principal amount to be borrowed and (E) the
                  Interest Period(s) therefor. If Penton UK shall fail to
                  specify in any such Notice of Borrowing an applicable Interest
                  Period, then such notice shall be deemed to be a request for
                  an Interest Period of one month. The Agent shall give notice
                  to each Lender promptly upon 


                                       25
<PAGE>   31

                  receipt of each Notice of Borrowing, the contents thereof and
                  each such Lender's share of any borrowing to be made pursuant
                  thereto.

                           (ii) MINIMUM AMOUNTS. Each Foreign Currency Loan
                  shall be in a minimum aggregate principal amount equal to the
                  applicable Foreign Currency Equivalent of approximately
                  $1,000,000 and integral multiples of the applicable Foreign
                  Currency Equivalent of approximately $1,000,000 in excess
                  thereof.

                           (iii) ADVANCES. Each Lender will make its Revolving
                  Commitment Percentage of each Foreign Currency Loan borrowing
                  available to the Agent by 1:00 P.M., local time in the place
                  where such deposit is required to be made by the succeeding
                  terms hereof, on the date specified in the applicable Notice
                  of Borrowing by deposit with the Agent, at the same place and
                  same account specified in Section 2.17(b) for payments by
                  Penton UK in the applicable Foreign Currency, of same day
                  funds in the applicable Foreign Currency. Such deposit will be
                  made to such accounts in the primary market for such Foreign
                  Currency as the Agent shall specify from time to time by
                  notice to the Lenders. To the extent funds are received from
                  the Lenders, the Agent shall promptly make such funds
                  available by wire transfer to such accounts as Penton UK shall
                  have specified to the Agent together with any amounts advanced
                  by the Agent under Section 2.15(b).

                  (c) REPAYMENT. The principal amount of all Foreign Currency
         Loans shall be due and payable in full in the applicable Foreign
         Currency on the Termination Date.

                  (d) INTEREST. Subject to the provisions of Section 2.3,
         Foreign Currency Loans shall bear interest at a per annum rate equal to
         the Eurocurrency Rate PLUS the Applicable Interest Rate Percentage.
         Interest on Foreign Currency Loans shall be payable (in the applicable
         Foreign Currency) in arrears on each applicable Interest Payment Date
         (or at such other times as may be specified herein). Any Foreign
         Currency Loan made in British Pounds Sterling shall have added to the
         interest otherwise applicable to such Loan the MLA Cost associated with
         such Loan.

                  (e) FOREIGN CURRENCY NOTES. The Foreign Currency Loans shall
         be evidenced by a Revolving Note duly executed by Penton UK in favor of
         each Lender.

                  (f) MAXIMUM NUMBER OF LOANS. Penton UK will be limited to a
         maximum number of Loans under this Section 2.2 as provided in Section
         2.1(f).

         2.3      DEFAULT RATE.

         Upon the occurrence, and during the continuance, of an Event of
Default, the principal of and, to the extent permitted by law, interest on the
Loans and any other amounts owing hereunder or under the other Credit Documents
shall bear interest, payable on demand, at a per


                                       26
<PAGE>   32

annum rate, in the case of overdue principal, equal to the rate that would
otherwise be applicable thereto plus 2% and in the case of all other over due
amounts, equal to the Base Rate plus 2%.

         2.4      EXTENSION AND CONVERSION.

         Subject to the terms of Section 4.2, a Borrower shall have the option,
on any Business Day, to extend existing Loans into a subsequent permissible
Interest Period or to convert Loans into Loans of another interest rate type;
PROVIDED, HOWEVER, that (i) except as provided in Section 2.11, Eurocurrency
Loans may be converted into Base Rate Loans only on the last day of the Interest
Period applicable thereto, (ii) Eurocurrency Loans may be extended, and Base
Rate Loans may be converted into Eurocurrency Loans, only if no Default or Event
of Default is in existence on the date of extension or conversion and the
conditions set forth in subsections (a), (b), (c) and (d) of Section 4.2 have
been satisfied, (iii) Loans extended as, or converted into, Eurocurrency Loans
shall be subject to the terms of the definition of "INTEREST PERIOD" set forth
in Section 1.1 and shall be in such minimum amounts as provided in, with respect
to Revolving Loans, Section 2.1(b)(ii) or, with respect to Foreign Currency
Loans, Section 2.2(b)(ii), and (iv) any request for extension or conversion of a
Eurocurrency Loan which shall fail to specify an Interest Period shall be deemed
to be a request for an Interest Period of one month. Each such extension or
conversion shall be effected by a Borrower, by giving a Notice of
Extension/Conversion (or telephone notice promptly confirmed in writing) to the
Agent prior to 11:00 A.M. (Charlotte, North Carolina time) on the Business Day
prior to, in the case of the conversion of a Eurocurrency Loan into a Base Rate
Loan, and on the third Business Day prior to (or fourth Business Day prior to,
in the case of a Foreign Currency Loan), in the case of the extension of a
Eurocurrency Loan as, or conversion of a Base Rate Loan into, a Eurocurrency
Loan, the date of the proposed extension or conversion, specifying the date of
the proposed extension or conversion, the Loans to be so extended or converted,
the types of Loans into which such Loans are to be converted and, if
appropriate, the applicable Interest Periods with respect thereto. Each request
for extension or conversion shall be irrevocable and shall constitute a
representation and warranty by the applicable Borrower of the matters specified
in subsections (a), (b), (c) and (d) of Section 4.2. In the event a Borrower
fails to request extension or conversion of any Eurocurrency Loan in accordance
with this Section, or any such conversion or extension is not permitted or
required by this Section, then (i) in the case of any Eurocurrency Loan which is
not a Foreign Currency Loan, such Eurocurrency Loan shall be automatically
converted into a Eurocurrency Loan for an Interest Period of one month at the
end of the Interest Period applicable thereto, and (ii) in the case of any
Foreign Currency Loan, such Eurocurrency Loan shall be automatically continued
as a Eurocurrency Loan in the same Foreign Currency for an Interest Period of
one month. The Agent shall give each Lender notice as promptly as practicable of
any such proposed extension or conversion affecting any Loan.

         2.5      REDUCTIONS AND INCREASE IN COMMITMENTS AND PREPAYMENTS.

                  (a) VOLUNTARY REDUCTION IN REVOLVING COMMITMENT. The Borrowers
         may from time to time permanently reduce the aggregate amount of the
         Revolving Commitments in whole or in part without premium or penalty
         except as provided in 


                                       27
<PAGE>   33

         Section 2.14 upon three (3) Business Days' prior written notice to the
         Agent; PROVIDED that after giving effect to any such voluntary
         reduction the Dollar Amount (determined as of the most recent
         Determination Date) of Revolving Loans and Foreign Currency Loans then
         outstanding shall not exceed the Aggregate Revolving Committed Amount,
         as reduced. Partial reductions in the aggregate Revolving Commitments
         shall in each case be in a minimum aggregate amount of $1,000,000 and
         integral multiples of $1,000,000 in excess thereof.

                  (b) INCREASE IN REVOLVING LOAN COMMITMENTS. The Borrowers
         shall have the right upon at least thirty (30) Business Days' prior
         written notice to the Agent and the Lenders to request an increase the
         Revolving Committed Amount by up to $25,000,000, in a single increase,
         at any time on or after the Closing Date. Approval of such request
         shall be in the sole discretion of the Agent and the Lenders and any
         such increase shall be subject to the following additional conditions:

                           (i) no Default or Event of Default shall have
                  occurred and be continuing on the date on which such Revolving
                  Committed Amount increase is to become effective;

                           (ii) the representations and warranties set forth in
                  Section 3 of this Credit Agreement shall be true and correct
                  in all material respects on and as of the date on which such
                  Revolving Committed Amount increase is to become effective;

                           (iii) on or before the date on which such Revolving
                  Committed Amount increase is to become effective, the Agent
                  shall have received, for its own account, the mutually
                  acceptable fees and expenses required by separate agreement of
                  the Borrowers and the Agent to be paid in connection with such
                  increase;

                           (iv) such Revolving Committed Amount increase shall
                  be an integral multiple of $5,000,000 and shall in no event be
                  less than $5,000,000; and

                           (v) such requested Revolving Committed Amount
                  increase shall be effective on such date only to the extent
                  that, on or before such date, the Agent shall have received
                  and accepted a corresponding amount of additional
                  Commitment(s) pursuant to a commitment letter(s) acceptable to
                  the Agent from one or more Lenders acceptable to the Agent
                  and, with respect to any Lender that is not at such time a
                  Lender hereunder, to the Borrowers.

                  (c) MANDATORY PREPAYMENT ON REVOLVING LOANS. If at any time
         the Dollar Amount (determined as of the most recent Determination Date)
         of Revolving Loans and Foreign Currency Loans then outstanding shall
         exceed the Aggregate Revolving Committed Amount, as reduced from time
         to time, the Borrowers shall immediately 


                                       28
<PAGE>   34

         make payment on the Loans in an amount sufficient to eliminate such
         excess. Any such mandatory prepayments shall be applied first to Loans
         in the currency in which such payment is received, and first to Base
         Rate Loans and then to Eurocurrency Loans in direct order of their
         Interest Period maturities.

                  (d) VOLUNTARY PREPAYMENTS. Loans may be prepaid in whole or in
         part without premium or penalty; PROVIDED that (i) Eurocurrency Loans
         may not be prepaid other than at the end of the Interest Period
         applicable thereto and only then on three (3) Business Days' (four (4)
         Business Days' in the case of Foreign Currency Loans) prior written
         notice to the Agent, (ii) any prepayment of Eurocurrency Loans will be
         subject to Section 2.14, and (iii) each such partial prepayment shall
         be in a minimum aggregate principal Dollar Amount of $1,000,000 and
         integral multiples of $1,000,000 in excess thereof ($500,000 in the
         case of Base Rate Loans). Voluntary prepayments on the Revolving Loans
         may be reborrowed in accordance with the provisions hereof. Any such
         voluntary prepayments shall be applied first to Base Rate Loans and
         then to Eurocurrency Loans in direct order of their Interest Period
         maturities.

                  (e) NOTICE. Except as otherwise provided herein, the Borrowers
         will provide notice to the Agent of any prepayment by 11:00 A.M.
         (Charlotte, North Carolina time) on the day prior to the date of
         prepayment.

         2.6      REPLACEMENT OF LENDERS UNDER CERTAIN CIRCUMSTANCES.

         The Borrowers shall be permitted to replace any Lender which (a)
requests reimbursements for amounts owing pursuant to Section 2.9, 2.12 or 2.13
or (b) defaults in its obligation to make loans under this Agreement, with a
replacement financial institution; provided that (i) such replacement does not
conflict with any applicable Requirement of Law, (ii) no Default of Event of
Default shall have occurred and be continuing, (iii) with respect to clause (a)
hereof, prior to any such replacement, such Lender shall not have eliminated the
continued need for payments of amounts owing pursuant to Section 2.9, 2.12
and/or 2.13, (iv) the replacement financial institution shall purchase, at par,
all Loans and other amounts owing to such replaced Lender on or prior to the
date of replacement, (v) the Borrowers shall be liable to such replaced Lender
under Section 2.14 if any Eurocurrency Loan owing to such replaced Lender shall
be purchased other than on the last day of the Interest Period relating thereto,
(vi) the replacement financial institution, if not already a Lender, shall be
reasonably satisfactory to the Administrative Agent, (vii) the replaced Lender
shall be obligated to make such replacement in accordance with Section 9.6
(provided that the Borrowers or the replacement financial institution shall be
obligated to pay the registration and processing fee referred to therein),
(viii) until such time as such replacement shall be consummated, the Borrowers
shall pay all additional amounts, if any, required pursuant to Section 2.9, 2.12
and/or 2.13, as the case may be, and (ix) in the case of clause (b) above, any
such replacement shall not be deemed to be a waiver of any rights which the
Borrowers, the Administrative Agent or any other Lender shall have against the
replaced Lender.



                                       29
<PAGE>   35

         2.7      FEES.

                  (a) COMMITMENT FEE. In consideration of the Revolving
         Commitments hereunder, the Borrowers agree to pay to the Agent for the
         ratable benefit of the Lenders an aggregate commitment fee (the
         "COMMITMENT FEE") equal to the Applicable Commitment Fee Percentage per
         annum on the average daily unused amount of the Revolving Committed
         Amount for the applicable period. The Commitment Fee shall accrue from
         the Closing Date and shall be payable quarterly in arrears on the 15th
         day following the last day of each calendar quarter for the immediately
         preceding quarter (or portion thereof) beginning with the first such
         date to occur after the Closing Date.

                  (b) FACILITY FEE. The Borrowers agree to pay to the Agent, for
         its own account, the facility fee (the "FACILITY FEE"), as referred to
         in the Commitment Letter.

         2.8      EUROCURRENCY RESERVE COMPENSATION.

         For so long as any Lender maintains reserves against "Eurocurrency
liabilities" (or any other category of liabilities which includes deposits by
reference to which the interest rate on any Eurocurrency Loans is determined),
and, as a result, the cost to such Lender of making or maintaining any of its
Eurocurrency Loans is increased, then such Lender may require the Borrowers to
pay, contemporaneously with each payment of interest on such Eurocurrency Loans
of such Lender, additional interest at a rate per annum up to but not exceeding
the excess of (i) (A) the applicable Eurocurrency Rate divided by (B) one MINUS
the Eurocurrency Reserve Percentage OVER (ii) the applicable Eurocurrency Rate.
Any Lender wishing to require payment of such additional interest (x) shall so
notify the Borrowers and the Agent, in which case such additional interest on
the Eurocurrency Loans of such Lender shall be payable to such Lender at the
place indicated in such notice with respect to each Interest Period commencing
at least three (3) Business Days after the giving of such notice and (y) shall
furnish to the Borrowers at least five (5) Business Days prior to each date on
which interest is payable on the Eurocurrency Loans a certificate setting forth
the amount to which such Lender is then entitled under this Section 2.8 (which
shall be consistent with such Lender's good faith estimate of the level at which
the related reserves are maintained by it). Each such certificate shall be
accompanied by such information as the Borrowers may reasonably request as to
the computation set forth therein.

         2.9      CAPITAL ADEQUACY.

         If any Lender has determined, that the adoption or the becoming
effective of, or any change in, or any change by any Governmental Authority,
central bank or comparable agency charged with the interpretation or
administration thereof, in the interpretation or administration of any
applicable law, rule or regulation regarding capital adequacy, in each case
after the date hereof, or compliance by such Lender or any controlling
corporation of such Lender with any request or directive regarding capital
adequacy (whether or not having the force of law) of any such authority, central
bank or comparable agency, has or would have the effect of reducing the rate of
return on such Lender's capital or assets (or that of any controlling
corporation of such 


                                       30
<PAGE>   36

Lender) as a consequence of its commitments or obligations hereunder to a level
below that which such Lender or any controlling corporation of such lender could
have achieved but for such adoption, effectiveness, change or compliance (taking
into consideration such Lender's policies (or those of any controlling
corporation of such Lender) with respect to capital adequacy), then, upon five
Business Days' notice from such Lender to the Borrowers, accompanied by a
certificate from such Lender setting forth the additional amount or amounts to
be paid to it hereunder, the Borrowers shall be obligated to pay to such Lender
such additional amount or amounts as will compensate such Lender or any such
controlling corporation of such Lender for such reduction; provided that the
Borrowers shall not be required to compensate such Lender pursuant to this
Section 2.9 for any reductions incurred more than six months prior to the date
that such Lender notifies the Borrowers of such change in applicable law, rule
or regulation regarding capital adequacy giving rise to such reduction. Each
determination by any such Lender of amounts owing under this Section shall,
absent manifest error, be conclusive and binding on the parties hereto.

         2.10     UNAVAILABILITY.

         In the event, and on each occasion, that on the day that is two (2)
Business Days prior to the commencement of any Interest Period for a
Eurocurrency Loan of any amount, Interest Period or currency, the Agent shall
have determined or shall have been notified by the Majority Lenders (a) that
deposits in the relevant amount in the relevant currency and for the relevant
Interest Period are not available in the relevant market to any Lender, or that
reasonable means do not exist for ascertaining the Eurocurrency Rate for any
such Loan, or (b) that the rates at which such deposits are being offered will
not adequately and fairly reflect the cost to any Lender of making or
maintaining its Eurocurrency Loan during such Interest Period, the Agent shall
promptly give written or telecopy notice of such determination to the Borrowers
and the Lenders. In the event of any such determination, until the Agent shall
have advised the Borrowers and the Lenders that the circumstances giving rise to
such notice no longer exist, any request by a Borrower for a Eurocurrency Loan
of the affected amount, Interest Period or currency, or a conversion to or
continuation of a Eurocurrency Loan of the affected amount, Interest Period or
currency, shall be deemed rescinded. Each determination by the Agent hereunder
shall be conclusive absent manifest error.

         2.11     ILLEGALITY.

                  (a) Notwithstanding any other provision herein, if (i) the
         adoption of or any change in any Requirement of Law or in the
         interpretation or application thereof occurring after the Closing Date
         shall make it unlawful for any Lender to make or maintain any
         Eurocurrency Loan or Foreign Currency Loan, or (ii) there shall have
         occurred any change in national or international financial, political
         or economic conditions (including the imposition of or any change in
         exchange controls) or currency exchange rates which would make it
         impracticable for any Lender to make Loans denominated in any Foreign
         Currency to any Borrower, as contemplated by this Credit Agreement,
         then such Lenders, together with Lenders giving notice under Section
         2.10 


                                       31
<PAGE>   37

         and 2.12, shall be an "AFFECTED LENDER" and by written notice to the
         Borrowers and to the Agent:

                           (i) such Lender may declare that Eurocurrency Loans
                  or Foreign Currency Loans (in the affected currency or
                  currencies), as the case may be, will not thereafter (for the
                  duration of such unlawfulness or impracticability) be made by
                  such Lender hereunder, whereupon any request for a
                  Eurocurrency Loan or Foreign Currency Loan (in the affected
                  currency or currencies), as the case may be, shall, as to such
                  Lender only, (A) if such Loan is not a Foreign Currency Loan,
                  be deemed a request for a Base Rate Loan, unless such
                  declaration shall be subsequently withdrawn and (B) if such
                  Loan is a Foreign Currency Loan, be deemed to have been
                  withdrawn, unless such declaration shall be subsequently
                  withdrawn; and

                           (ii) such Lender may require that all outstanding
                  Eurocurrency Loans or Foreign Currency Loans (in the affected
                  currency or currencies), as the case may be, made by it be (A)
                  if such Loans are not Foreign Currency Loans, converted to
                  Base Rate Loans, in which event all such Eurocurrency Loans
                  shall be automatically converted to Base Rate Loans as of the
                  effective date of such notice as provided in paragraph (b)
                  below or (B) if such Loans are Foreign Currency Loans, repaid
                  immediately, in which event all such Foreign Currency Loans
                  (in the affected currency or currencies) shall be required to
                  be repaid in full by the Borrowers as of the effective date of
                  such notice as provided in paragraph (b) below.

         In the event any Lender shall exercise its rights under (i) or (ii)
         above with respect to any Loans which are not Foreign Currency Loans,
         all payments and prepayments of principal which would otherwise have
         been applied to repay the Eurocurrency Loans that would have been made
         by such Lender or the converted Eurocurrency Loans of such Lender shall
         instead be applied to repay the Base Rate Loans made by such Lender in
         lieu of, or resulting from the conversion, of such Eurocurrency Loans.

                  (b) For purposes of this Section 2.11, a notice to the
         Borrowers by any Lender shall be effective as to each such Loan, if
         lawful, on the last day of the Interest Period currently applicable to
         such Loan; in all other cases such notice shall be effective on the
         date of receipt by the Borrowers.

         2.12     REQUIREMENTS OF LAW.

         If, after the date hereof, the adoption of or any change in any
Requirement of Law or in the interpretation or application thereof applicable to
any Lender, or compliance by any Lender with any request or directive (whether
or not having the force of law) from any central bank or other Governmental
Authority, in each case made subsequent to the Closing Date (or, if later, the
date on which such Lender becomes a Lender):



                                       32
<PAGE>   38

                  (a) shall subject such Lender to any additional tax of any
         kind whatsoever with respect to any Eurocurrency Loans made by it or
         its obligation to make Eurocurrency Loans, or change the basis of
         taxation of payments to such Lender in respect thereof (except for (i)
         Non-Excluded Taxes covered by Section 2.13 (including Non-Excluded
         Taxes imposed solely by reason of any failure of such Lender to comply
         with its obligations under Section 2.13(b)) and (ii) changes in taxes
         measured by or imposed upon the overall net income, or franchise tax
         (imposed in lieu of such net income tax), of such Lender or its
         applicable lending office, branch, or any affiliate thereof));

                  (b) shall impose, modify or hold applicable any reserve,
         special deposit, compulsory loan or similar requirement against assets
         held by, deposits or other liabilities in or for the account of,
         advances, loans or other extensions of credit by, or any other
         acquisition of funds by, any office of such Lender which is not
         otherwise included in the determination of the Eurocurrency Rate
         hereunder or any additional interest payable under Section 2.8; or

                  (c) shall impose on such Lender any other similar condition
         (excluding any tax of any kind whatsoever);

         and the result of any of the foregoing is to increase the cost to such
         Lender, by an amount which such Lender reasonably deems to be material,
         of making, converting into, continuing or maintaining Eurocurrency
         Loans or to reduce any amount receivable hereunder in respect thereof,
         then, in any such case, upon notice to the Borrowers from such Lender,
         through the Agent, in accordance herewith, each Borrower shall be
         obligated to promptly pay such Lender, upon its demand, any additional
         amounts necessary to compensate such Lender for such increased cost or
         reduced amount receivable, PROVIDED that, in any such case other than
         as set forth in clause (b) above, any Borrower may elect to convert the
         Eurocurrency Loans (other than Foreign Currency Loans) made by such
         Lender hereunder to Base Rate Loans by giving the Agent at least one
         Business Day's notice of such election, in which case the applicable
         Borrower shall promptly pay to such Lender, upon demand, without
         duplication, such amounts, if any, as may be required pursuant to
         Section 2.14. If any Lender becomes entitled to claim any additional
         amounts pursuant to this subsection, it shall provide prompt notice
         thereof to the Borrowers, through the Agent, certifying (x) that one of
         the events described in this Section 2.12 has occurred and describing
         in reasonable detail the nature of such event, (y) as to the increased
         cost or reduced amount resulting from such event and (z) as to the
         additional amount demanded by such Lender and a reasonably detailed
         explanation of the calculation thereof; provided that the Borrowers
         shall not be required to compensate such Lender pursuant to this
         Section 2.12 for any increased costs incurred more than six months
         prior to the date that such Lender notifies the Borrowers of such
         change in such Requirement of Law giving rise to such increased costs.
         Such a certificate as to any additional amounts payable pursuant to
         this subsection submitted by such Lender, 


                                       33
<PAGE>   39

         through the Agent, to the Borrowers shall be conclusive and binding on
         the parties hereto in the absence of manifest error. This covenant
         shall survive the termination of this Credit Agreement and the payment
         of the Loans and all other amounts payable hereunder.

         2.13     TAXES.

                  (a) Except as provided below in this subsection, all payments
         made by any Borrower under this Credit Agreement and any Notes shall be
         made free and clear of, and without deduction or withholding for or on
         account of, any present or future income, stamp or other taxes, levies,
         imposts, duties, charges, fees, deductions or withholdings, now or
         hereafter imposed, levied, collected, withheld or assessed by any
         court, or governmental body, agency or other official, excluding: (i)
         taxes measured by or imposed upon the overall net income of any Lender
         or its applicable lending office, or any branch or affiliate thereof,
         and (ii) all franchise taxes, branch taxes, taxes on doing business or
         taxes on the overall capital or net worth of any Lender or its
         applicable lending office, or any branch or affiliate thereof, in each
         case imposed in lieu of net income taxes, imposed (A) by the
         jurisdiction under the laws of which such Lender, applicable lending
         office, branch or affiliate is organized or is located, or in which its
         principal executive office is located, or any nation within which such
         jurisdiction is located or any political subdivision thereof, or (B) by
         reason of any connection between the jurisdiction imposing such tax and
         such Lender, applicable lending office, branch or affiliate other than
         a connection arising solely from such Lender having executed, delivered
         or performed its obligations, or received payment under or enforced,
         this Credit Agreement or any Notes. If any such non-excluded taxes,
         levies, imposts, duties, charges, fees, deductions or withholdings
         ("NON-EXCLUDED TAXES") are required to be withheld from any amounts
         payable to the Agent or any Lender hereunder or under any Notes, (1)
         the amounts so payable to the Agent or such Lender shall be increased,
         subject to subsection (c) of this Section 2.13 to the extent necessary
         to yield to the Agent or such Lender (after payment of all Non-Excluded
         Taxes) interest or any such other amounts payable hereunder at the
         rates or in the amounts specified in this Credit Agreement and any
         Notes, PROVIDED, HOWEVER, that a Borrower shall be entitled to deduct
         and withhold any Non-Excluded Taxes imposed by the United States
         federal government and shall not be required to increase any such
         amounts payable to any Lender that is not organized under the laws of
         the United States of America or a state thereof if such Lender fails to
         comply with the requirements of paragraph (b) of this subsection
         whenever any such Non-Excluded Taxes are payable by such Borrower, and
         (2) as promptly as possible thereafter such Borrower shall send to the
         Agent for its own account or for the account of such Lender, as the
         case may be, a certified copy of an original official receipt received
         by such Borrower showing payment thereof. If a Borrower fails to pay
         any Non-Excluded Taxes when due to the appropriate taxing authority or
         fails to remit to the Agent the required receipts or other required
         documentary evidence, such Borrower shall indemnify the Agent and the
         Lenders for any incremental taxes, interest or penalties that may
         become payable by the Agent or any Lender as a result of any such
         failure. The agreements in this subsection 


                                       34
<PAGE>   40

         shall survive the termination of this Credit Agreement and the payment
         of the Loans and all other amounts payable hereunder.

                  (b) Each Lender that is not incorporated under the laws of the
         United States of America or a state thereof shall:

                           (X)(i) on or before the date of any payment by a
                  Borrower under this Credit Agreement or Notes to such Lender,
                  deliver to the Borrowers and the Agent (A) two (2) duly
                  completed copies of United States Internal Revenue Service
                  Form 1001 or 4224, or successor applicable form, as the case
                  may be, certifying that it is entitled to receive payments
                  under this Credit Agreement and any Notes without deduction or
                  withholding of any United States federal income taxes and (B)
                  an Internal Revenue Service Form W-8 or W-9, or successor
                  applicable form, as the case may be, certifying that it is
                  entitled to an exemption from United States backup withholding
                  tax;

                           (ii) deliver to the Borrowers and the Agent two (2)
                  further copies of any such form or certification on or before
                  the date that any such form or certification expires or
                  becomes obsolete and after the occurrence of any event
                  requiring a change in the most recent form previously
                  delivered by it to the Borrowers; and

                           (iii) obtain such extensions of time for filing and
                  complete such forms or certifications as may reasonably be
                  requested by the Borrowers or the Agent; or

                           (Y) Each Lender or transferee that is not a "bank"
                  under Section 881(c)(3)(A) of the Internal Revenue Code
                  thereof shall:

                           (i) on or before the date it becomes a party to this
                  Credit Agreement (or, in the case of a participant, on or
                  before the date such participant becomes a participant
                  hereunder), deliver to the Borrowers and the Agent (i) a
                  statement under penalties of perjury that such Lender or
                  transferee (x) is not a "bank" under Section 881(c)(3)(A) of
                  the Internal Revenue Code, is not subject to regulatory or
                  other legal requirements as a bank in any jurisdiction, and
                  has not been treated as a bank for purposes of any tax,
                  securities law or other filing or submission made to any
                  Governmental Authority, any application made to a rating
                  agency or qualification for any exemption from tax, securities
                  law or other legal requirements, (y) is not a 10-percent
                  shareholder within the meaning of Section 811(c)(3)(B) of the
                  Internal Revenue Code and (z) is not a controlled foreign
                  corporation receiving interest from a related person within
                  the meaning of Section 881(c)(3)(C) of the Internal Revenue
                  Code and (ii) a properly completed and duly executed Internal
                  Revenue Service Form W-8 or applicable successor form;



                                       35
<PAGE>   41

                           (ii) deliver to the Borrowers and the Agent two
                  further properly completed and duly executed copies of such
                  Form W-8 expires or becomes obsolete or after the occurrence
                  of any event requiring a change in the most recent form
                  previously delivered by it to the Borrowers or upon the
                  request of the Borrowers; and

                           (iii) obtain such extensions of time for filing and
                  completing such forms or certifications as may be reasonably
                  requested by the Borrowers or the Agent;

         unless in any such case any change in treaty, law or regulation has
         occurred after the date such Person becomes a Lender hereunder which
         renders all such forms inapplicable or which would prevent such Lender
         from duly completing and delivering any such form with respect to it
         and such Lender so advises the Borrowers and the Agent.

                  (c) Each Lender shall, as soon as is reasonably practicable
         after the Closing Date, file a form FD 13 with the United States
         Internal Revenue Service in relation to payments made or to be made by
         Penton UK under this Credit Agreement and any Foreign Currency Loans.
         If the United States Internal Revenue Service determines that the form
         FD 13 filed by such Lender does not establish that the Lender is
         entitled to receive payments made by Penton UK under this Credit
         Agreement, the Foreign Currency Loans and the Revolving Note as at the
         date of delivery thereof without deduction or withholding of English
         withholding taxes or, if the Inland Revenue requires proof of such
         entitlement, such Lender shall, within forty-five (45) days after a
         written request from Penton UK, offer such reasonable assistance as
         Penton UK may request in order to establish such Lender's entitlement
         (if any) to receive payments made by Penton UK under this Credit
         Agreement, any Foreign Currency Loans and the Revolving Note without
         deduction or withholding of English withholding taxes. Penton UK shall
         not be required pursuant to subsection (a) of this Section 2.13 to
         increase any amounts payable to any Lender because of any deduction or
         withholding of English withholding taxes required by English law (and
         Penton UK, if required by law to do so, shall be entitled to withhold
         such amounts and pay such amounts to the government of England) if the
         obligation to make such deduction or withholding would not have arisen
         but for the Lender not being entitled (pursuant to any applicable tax
         treaty or otherwise) to receive payments made by Penton UK under this
         Agreement, any Foreign Currency Loans and the Revolving Note executed
         in its favor or the failure by such Lender to provide Penton UK and the
         United States Internal Revenue Center with the requested forms or other
         reasonable assistance.

                  (d) Each Lender agrees to make a good faith effort to minimize
         any Non-Excluded Taxes by making, funding or maintaining its Foreign
         Currency Loans through another lending office located in another
         jurisdiction so long as the making, funding or maintenance of such
         Foreign Currency Loans through such other office does not, in the
         reasonable judgment of such Lender, materially affect such Lender;
         provided that any 


                                       36
<PAGE>   42

         Lender which is unable or unwilling to fund its Foreign Currency Loans
         through a branch of such Lender in England will so notify the
         Borrowers.

                  (e) Each Person that shall become a Lender or a participant of
         a Lender pursuant to subsection 9.6 shall, upon the effectiveness of
         the related transfer, be required to provide all of the forms,
         certifications and statements required pursuant to this subsection,
         PROVIDED that in the case of a participant of a Lender the obligations
         of such participant of a Lender pursuant to subsection (b) shall be
         determined as if the participant of a Lender were a Lender except that
         such participant of a Lender shall furnish all such required forms,
         certifications and statements to the Lender from which the related
         participation shall have been purchased.

         2.14     INDEMNITY.

         Each Borrower promises to indemnify each Lender and to hold each Lender
harmless from any loss or expense which such Lender may sustain or incur (other
than through such Lender's gross negligence or willful misconduct and except as
set forth in Sections 2.10 and 2.11) as a consequence of (a) default by such
Borrower in making a borrowing of, conversion into or continuation of
Eurocurrency Loans after such Borrower has given a notice requesting the same in
accordance with the provisions of this Credit Agreement, (b) default by such
Borrower in making any prepayment of a Eurocurrency Loan after such Borrower has
given a notice thereof in accordance with the provisions of this Credit
Agreement or (c) the making of a prepayment of Eurocurrency Loans on a day which
is not the last day of an Interest Period with respect thereto. With respect to
Eurocurrency Loans, such indemnification shall be an amount equal to the excess,
if any, of (i) the amount of interest which would have accrued on the amount so
prepaid, or not so borrowed, converted or continued, for the period from the
date of such prepayment or of such failure to borrow, convert or continue to the
last day of the applicable Interest Period (or, in the case of a failure to
borrow, convert or continue, the Interest Period that would have commenced on
the date of such failure) in each case at the applicable rate of interest for
such Eurocurrency Loans provided for herein (excluding, however, the Applicable
Interest Rate Percentage included therein, if any) over (ii) the amount of
interest (as reasonably determined by such Lender) which would have accrued to
such Lender on such amount by placing such amount on deposit for a comparable
period with leading banks in the interbank Eurocurrency market. The covenants of
each Borrower set forth in this Section 2.14 shall survive the termination of
this Credit Agreement and the payment of the Loans and all other amounts payable
hereunder.

         2.15     PRO RATA TREATMENT.

         Except to the extent otherwise provided herein:

                  (a) LOANS. Each of the Revolving Loans and Foreign Currency
         Loans and payments of principal, interest and fees (including the
         Commitment Fee) on or in respect thereof and each reduction in the
         Revolving Commitments relating thereto, and each


                                       37
<PAGE>   43

         conversion or extension of such Loans and obligations shall be
         allocated pro rata among the Lenders in accordance with the respective
         principal amounts of their outstanding Revolving Loans and Foreign
         Currency Loans.

                  (b) ADVANCES. Unless the Agent shall have been notified in
         writing by any Lender prior to a borrowing that such Lender will not
         make the amount that would constitute its ratable share of such
         borrowing available to the Agent, the Agent may assume that such Lender
         is making such amount available to the Agent, and the Agent may, in
         reliance upon such assumption, make available to a Borrower a
         corresponding amount. If such amount is not made available to the Agent
         by such Lender within the time period specified therefor hereunder,
         such Lender shall pay to the Agent, on demand, such amount with
         interest thereon (or, in the case of a Foreign Currency Loan interest
         on the daily Dollar Equivalent thereof) at a rate equal to the Federal
         Funds Effective Rate for the period until such Lender makes such amount
         immediately available to the Agent. A certificate of the Agent
         submitted to any Lender with respect to any amounts owing under this
         subsection shall be conclusive in the absence of manifest error.

         2.16     SHARING OF PAYMENTS.

         Subject to the terms of Section 2.15 hereof, the Lenders agree among
themselves that, in the event that any Lender shall obtain payment in respect of
any Loan or any other obligation owing to such Lender under this Credit
Agreement through the exercise of a right of setoff, banker's lien or
counterclaim, or pursuant to a secured claim under Section 506 of the Bankruptcy
Code or other security or interest arising from, or in lieu of, such secured
claim, received by such Lender under any applicable bankruptcy, insolvency or
other similar law or otherwise, or by any other means, in excess of its pro rata
share of such payment as provided for in this Credit Agreement, such Lender
shall promptly purchase from the other Lenders a participation in such Loans and
other obligations in such amounts, and make such other adjustments from time to
time, as shall be equitable to the end that all Lenders share such payment in
accordance with their respective ratable shares as provided for in this Credit
Agreement. The Lenders further agree among themselves that if payment to a
Lender obtained by such Lender through the exercise of a right of setoff,
banker's lien, counterclaim or other event as aforesaid shall be rescinded or
must otherwise be restored, each Lender which shall have shared the benefit of
such payment shall, by repurchase of a participation theretofore sold, return
its share of that benefit (together with its share of any accrued interest
payable with respect thereto) to each Lender whose payment shall have been
rescinded or otherwise restored. Each Borrower agrees that any Lender so
purchasing such a participation may, to the fullest extent permitted by law,
exercise all rights of payment, including setoff, banker's lien or counterclaim,
with respect to such participation as fully as if such Lender were a holder of
such Loan or other obligation in the amount of such participation. Except as
otherwise expressly provided in this Credit Agreement, if any Lender or the
Agent shall fail to remit to the Agent or any other Lender an amount payable by
such Lender or the Agent to the Agent or such other Lender pursuant to this
Credit Agreement on the date when such amount is due, such payments shall be
made together with interest thereon for each date from the date such amount is
due until the date such 


                                       38
<PAGE>   44

amount is paid to the Agent or such other Lender at a rate per annum equal to
the Federal Funds Effective Rate. If under any applicable bankruptcy, insolvency
or other similar law, any Lender receives a secured claim in lieu of a setoff to
which this Section 2.16 applies, such Lender shall, to the extent practicable,
exercise its rights in respect of such secured claim in a manner consistent with
the rights of the Lenders under this Section 2.16 to share in the benefits of
any recovery on such secured claim.

         2.17     PAYMENTS, COMPUTATIONS, ETC.

                  (a) CURRENCY OF PAYMENTS. Each payment on account of an amount
         due from any Credit Party hereunder or under any other Credit Document
         shall be made by such Credit Party to the Agent for the PRO RATA
         account of the Lenders entitled to receive such payment as provided
         herein in the currency in which such amount is denominated and in such
         funds as are customary at the place and time of payment for the
         settlement of international payments in such currency. Without limiting
         the terms of the preceding sentence, accrued interest on any Loans
         denominated in a Foreign Currency shall be payable in the same Foreign
         Currency as such Loan. Upon request, the Agent will give the Credit
         Parties a statement showing the computation used in calculating such
         amount, which statement shall be conclusive in the absence of manifest
         error. The obligation of each Credit Party to make each payment on
         account of such amount in the currency in which such amount is
         denominated shall not be discharged or satisfied by any tender, or any
         recovery pursuant to any judgment, which is expressed in or converted
         into any other currency, except to the extent such tender or recovery
         shall result in the actual receipt by the Agent of the full amount in
         the appropriate currency payable hereunder. Each Credit Party agrees
         that its obligation to make each payment on account of such amount in
         the currency in which such amount is denominated shall be enforceable
         as an additional or alternative claim for recovery in such currency of
         the amount (if any) by which such actual receipt shall fall short of
         the full amount of such currency payable hereunder, and shall not be
         affected by judgment being obtained for such amount.

                  (b) PLACE AND MANNER OF PAYMENTS. Except as otherwise
         specifically provided herein, all payments hereunder shall be made to
         the Agent in immediately available funds, without offset, deduction,
         counterclaim or withholding of any kind, prior to 12:00 noon, local
         time in the place where such payment is required to be made pursuant to
         this subsection (b), on the date due at:

         with respect to payment in Dollars:

                           First Union National Bank
                           One First Union Center, TW-4
                           Charlotte, North Carolina 28288-0608
                           Attn: Doug Burnett, Agency Services
                           Telecopier:  (704) 383-0288
                           Telephone:  (704) 374-2698




                                       39
<PAGE>   45

         with respect to payment in British Pounds Sterling:

<TABLE>
<S>                        <C>
                           Royal Bank of Scotland plc
                           for the account of First Union National Bank, London Branch
                           London EC2N 3AB
                           Account No.: 12251333
                           Attention: Andrew Basten
                           Reference:  Penton Media
                           Sort Code: 16-56-71
</TABLE>

         or at such other place as may be designated by the Agent to the
         Borrowers in writing. Any payments received after such time shall be
         deemed received on the next succeeding Business Day. The Agent may, but
         shall not be obligated to, charge any account of any Borrower at the
         Agent for the payment when due of all amounts payable by the Borrowers
         hereunder. Each Borrower shall, at the time it makes any payment under
         this Credit Agreement, specify to the Agent the Loans, Fees, interest
         or other amounts payable by such Borrower hereunder to which such
         payment is to be applied (and in the event that it fails so to specify,
         or if such application would be inconsistent with the terms hereof, the
         Agent shall distribute such payment to the Lenders in such manner as
         the Agent may reasonably determine to be appropriate in respect of
         obligations owing by such Borrower hereunder, subject to the terms of
         Section 2.15(a)). The Agent shall promptly remit in same day funds to
         each Lender such Lender's share, if any, of payments received by the
         Agent for the account of such Lender. Whenever any payment hereunder
         shall be stated to be due on a day which is not a Business Day, the due
         date thereof shall be extended to the next succeeding Business Day
         (subject to accrual of interest and Fees for the period of such
         extension), except that in the case of Eurocurrency Loans, if the
         extension would cause the payment to be made in the next following
         calendar month, then such payment shall instead be made on the next
         preceding Business Day. Except as expressly provided otherwise herein,
         all computations of interest and fees shall be made based on a year of
         365 or 366 days, as appropriate. All computations of interest on
         Eurocurrency Loans and Foreign Currency Loans (other than Loans made in
         British Pounds Sterling) shall be based on a year of 360 days for the
         actual days elapsed. Interest shall accrue from and include the date of
         borrowing, but exclude the date of payment.

                  (c) ALLOCATION OF PAYMENTS AFTER EVENT OF DEFAULT.
         Notwithstanding any other provisions of this Credit Agreement to the
         contrary, after the occurrence and during the continuance of an Event
         of Default, all amounts collected or received by the Agent or any
         Lender on account of the Obligations or any other amounts outstanding
         under any of the Credit Documents or in respect of the Collateral shall
         be paid over or delivered as follows:



                                       40
<PAGE>   46

                  FIRST, to the payment of all reasonable out-of-pocket costs
         and expenses (including without limitation reasonable attorneys' fees)
         of the Agent in connection with enforcing the rights of the Lenders
         under the Credit Documents;

                  SECOND, to payment of any fees owed to the Agent;

                  THIRD, to the payment of all reasonable out-of-pocket costs
         and expenses, (including without limitation, reasonable attorneys'
         fees) of each of the Lenders in connection with enforcing its rights
         under the Credit Documents or otherwise with respect to the Obligations
         owing to such Lender;

                  FOURTH, to the payment of all accrued interest and fees in
         respect of the Obligations;

                  FIFTH, to the payment of the outstanding principal amount of
         the Obligations;

                  SIXTH, to all other Obligations and other obligations which
         shall have become due and payable under the Credit Documents or
         otherwise and not repaid pursuant to clauses "FIRST" through "FIFTH"
         above; and

                  SEVENTH, to the payment of the surplus, if any, to whoever may
         be lawfully entitled to receive such surplus.

         In carrying out the foregoing, (i) amounts received shall be applied in
         the numerical order provided until exhausted prior to application to
         the next succeeding category; and (ii) each of the Lenders shall
         receive an amount equal to its pro rata share (based on the proportion
         that the then outstanding Loans held by such Lender bears to the
         aggregate then outstanding Loans) of amounts available to be applied
         pursuant to clauses "THIRD", "FOURTH", "FIFTH" and "SIXTH" above.

         2.18     CHANGE OF CURRENCY.

                  (a) If more than one currency or currency unit is at any time
         recognized by the Bank of England as the lawful currency of the United
         Kingdom, then (i) any reference in the Credit Documents to, and any
         obligations arising under the Credit Documents in, British Pounds
         Sterling, shall be translated into, or paid in, the currency or
         currency unit designated by the Agent on behalf of the Lenders and (ii)
         any translation from one currency or currency unit to another shall be
         at the official rate of exchange recognized by the Bank of England for
         the conversion of that currency or currency unit into the other,
         rounded up or down by the Administrative Agent on behalf of the Lenders
         acting reasonably.

                  (b) If a change in British Pounds Sterling occurs (including,
         without limitation, in consequence of European monetary union), this
         Agreement will be 


                                       41
<PAGE>   47

         amended as specified by the Agent on behalf of the Lenders to reflect
         the change in currency and to put the Lenders in the same position, as
         far as possible, as they would have been had no change in currency
         occurred.


                    SECTION 3. REPRESENTATIONS AND WARRANTIES

         To induce the Lenders to enter into this Agreement and to make the
Loans herein provided for, the Borrowers hereby represent and warrant to the
Administrative Agent and to each Lender that:

         3.1      FINANCIAL CONDITION.

         The financial statements provided to the Administrative Agent and the
Lenders, consisting of an audited balance sheet of the Borrowers dated as of
December 31, 1997, together with related statements of operations and statements
of cash flows, copies of which have heretofore been provided to each of the
Lenders, are complete and correct in all material respects and present fairly in
all material respects in accordance with GAAP the financial condition and pro
forma results from operations of the entities for the periods specified, except
as noted therein and subject to normal year-end adjustments and the footnote
disclosures required by GAAP.

         3.2      NO CHANGE.

         Since December 31, 1997, there has been no development or event which
has had a Material Adverse Effect.

         3.3      EXISTENCE; COMPLIANCE WITH LAW.

         Each of the Borrowers and each Subsidiary (a) is organized, validly
existing and in good standing under the laws of the jurisdiction of its
organization, (b) has the limited liability company, corporate or partnership
power and authority and the legal right to own and operate all its material
property, to lease the material property it operates as lessee and to conduct
the business in which it is currently engaged, (c) is qualified as a foreign
limited liability company, corporation or partnership and in good standing under
the laws of each jurisdiction where its ownership, lease or operation of
property or the conduct of its business requires such qualification except to
the extent that the failure to so qualify or be in good standing would not, in
the aggregate, have a Material Adverse Effect and (d) is in compliance with all
applicable Requirements of Law except to the extent that the failure to comply
therewith would not, in the aggregate, reasonably be expected to have a Material
Adverse Effect.

         3.4      POWER; AUTHORIZATION; ENFORCEABLE OBLIGATIONS.

         Each of the Borrowers and each Subsidiary has the corporate, limited
liability company or partnership power and authority and the legal right to
make, deliver and perform the Credit 


                                       42
<PAGE>   48

Documents to which it is party and has taken all necessary company, corporate or
partnership action to authorize the execution, delivery and performance by it of
the Credit Documents to which it is party. No consent or authorization of,
filing with, notice to or other act by or in respect of, any Governmental
Authority or any other Person is required in connection with the borrowings
hereunder or with the execution, delivery or performance of any Credit Document
by the Borrowers or any Subsidiary (other than those which have been obtained)
or with the validity or enforceability of any Credit Document against the
Borrowers or any Subsidiary (except such filings as are necessary in connection
with the perfection of the Liens created by such Credit Documents) except to the
extent that the failure to obtain any such consent or authorization or to affect
any filing or notice would not in the aggregate, reasonably be expected to have
a Material Adverse Effect. Each Credit Document to which the Borrowers or any
Subsidiary is a party has been duly executed and delivered on behalf of the
Borrowers or such Subsidiary. Each Credit Document to which it is a party
constitutes a legal, valid and binding obligation of the Borrowers or such
Subsidiary enforceable against the Borrowers or such Subsidiary in accordance
with its terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or
similar laws affecting the enforcement of creditors' rights generally and by
general equitable principles (whether enforcement is sought by proceedings in
equity or at law).

         3.5      NO LEGAL BAR; NO DEFAULT.

         The execution, delivery and performance of the Credit Documents, the
borrowings thereunder and the use of the proceeds of the Loans will not violate
any Requirement of Law or any Contractual Obligation of the Borrowers or any
Subsidiary (except those as to which waivers or consents have been obtained and
except for any such violation which would not reasonably be expected to have a
Material Adverse Effect), and will not result in, or require, the creation or
imposition of any Lien on any of their respective properties or revenues
pursuant to any Requirement of Law or Contractual Obligation other than the
Liens arising under or contemplated in connection with the Credit Documents.
Neither of the Borrowers nor any Subsidiary is in default under or with respect
to any of its Contractual Obligations in any respect which would reasonably be
expected to have a Material Adverse Effect. No Default or Event of Default has
occurred and is continuing.

         3.6      NO MATERIAL LITIGATION.

         Except as set forth in SCHEDULE 3.6, no litigation, investigation or
proceeding of or before any arbitrator or Governmental Authority is pending or,
to the best knowledge of the Borrowers, threatened by or against the Borrowers
or any Subsidiary or against any of its or their respective properties or
revenues (a) with respect to the Credit Documents or any Loan or any of the
transactions contemplated hereby, or (b) which could reasonably be expected to
have a Material Adverse Effect.



                                       43
<PAGE>   49

         3.7      INVESTMENT COMPANY ACT.

         Neither of the Borrowers nor any Subsidiary is an "investment company",
or a company "controlled" by an "investment company", within the meaning of the
Investment Company Act of 1940, as amended.

         3.8      FEDERAL REGULATIONS.

         No part of the proceeds of any Loan hereunder will be used directly or
indirectly for any purpose which violates, or which would be inconsistent with,
the provisions of Regulation G, T, U or X of the Board of Governors of the
Federal Reserve System as now and from time to time hereafter in effect. Neither
of the Borrowers nor any Subsidiary owns "margin stock" except as identified in
the financial statements referred to in Section 3.1 and the aggregate value of
all "margin stock" owned by the Borrowers and the Subsidiaries taken as a group
does not exceed 25% of the value of their assets.

         3.9      ERISA.

         Neither a Reportable Event nor an "accumulated funding deficiency"
(within the meaning of Section 412 of the Code or Section 302 of ERISA) has
occurred during the five-year period prior to the date on which this
representation is made or deemed made with respect to any Plan, and each Plan
has complied in all material respects with the applicable provisions of ERISA
and the Code, except to the extent that any such occurrence or failure to comply
would not reasonably be expected to have a Material Adverse Effect. No
termination of a Single Employer Plan has occurred resulting in any liability
that has not been satisfied, and no Lien in favor of the PBGC or a Plan has
arisen, during such five-year period which would reasonably be expected to have
a Material Adverse Effect. The present value of all accrued benefits under each
Single Employer Plan (based on those assumptions used to fund such Plans) did
not, as of the last annual valuation date prior to the date on which this
representation is made or deemed made, exceed the value of the assets of such
Plan allocable to such accrued benefits by an amount which, as determined in
accordance with GAAP, would reasonably be expected to have a Material Adverse
Effect. Neither of the Borrowers, nor any Subsidiary, nor any Commonly
Controlled Entity is currently subject to any liability for a complete or
partial withdrawal from a Multiemployer Plan which would reasonably be expected
to have a Material Adverse Effect.

         3.10     ENVIRONMENTAL MATTERS.

         Except to the extent that all of the following, in the aggregate, would
not reasonably be expected to have a Material Adverse Effect:

                  (a) To the best knowledge of the Borrowers, the facilities and
         properties owned, leased or operated by the Borrowers and their
         Subsidiaries (the "PROPERTIES") do not use, store, generate, dispose of
         or handle any Materials of Environmental Concern in



                                       44
<PAGE>   50

         amounts or concentrations which could reasonably be expected to give
         rise to liability under any applicable Environmental Law.

                  (b) To the best knowledge of the Borrowers, the Properties and
         all operations at the Properties are in material compliance, and have
         in the last five years been in compliance, in all material respects
         with all applicable Environmental Laws, and there has been no material
         violation of any Environmental Law with respect to the Properties or
         the business operated by the Borrowers (the "BUSINESS").

                  (c) Neither of the Borrowers nor any Subsidiary has received
         any notice of violation, alleged violation, non-compliance, liability
         or potential liability regarding environmental matters or compliance
         with Environmental Laws with regard to any of the Properties or the
         Business, nor do the Borrowers have knowledge that any such notice is
         being threatened.

                  (d) To the best knowledge of the Borrowers, all Materials of
         Environmental Concern at, on or under any of the Properties have been
         generated, treated, stored or disposed of in accordance with applicable
         Environmental Law.

                  (e) No judicial proceeding or governmental or administrative
         action is pending or, to the best of the knowledge of the Borrowers,
         threatened, under any Environmental Law to which either of the
         Borrowers or any Subsidiary is or will be named as a party with respect
         to the Properties or the Business or any facility that has received
         Materials of Environmental Concern generated by the Borrowers, nor are
         there any consent decrees or other decrees, consent orders,
         administrative orders or other orders, or other administrative or
         judicial requirements outstanding under any Environmental Law with
         respect to the Properties or the Business.

                  (f) To the best knowledge of the Borrowers, there has been no
         release of Materials of Environmental Concern at or from the Properties
         arising from or related to the Business or the operations of the
         Borrowers or any Subsidiary in connection with the Properties, in
         violation of or in amounts or in a manner that could reasonably be
         expected to give rise to liability under applicable Environmental Laws.

         3.11     PURPOSE OF LOAN.

         The proceeds of the Loans will be used to finance the acquisition of
the Acquired Assets and closing costs incurred in connection therewith, to repay
existing Indebtedness, to pay closing costs incurred in connection herewith and
to provide senior debt capacity to make acquisitions and investments permitted
hereby and to provide general working capital.



                                       45
<PAGE>   51

         3.12     SUBSIDIARIES.

         Set forth on SCHEDULE 3.12 is a complete and accurate list of all
Subsidiaries of the Borrowers as of the Closing Date. As of the Closing Date,
information on the attached Schedule includes state of organization; the number
of shares of each class of capital stock or partnership or other equity
interests (identified by type) outstanding; the number and percentage of
outstanding shares of each class of stock or percentage of ownership interest;
and the number and effect, if exercised, of all outstanding options, warrants,
rights of conversion or purchase and similar rights. The outstanding capital
stock and partnership and other equity interests of all such Subsidiaries are
validly issued, fully paid and non-assessable and are owned, free and clear of
all Liens (other than those arising under or contemplated in connection with the
Credit Documents). As of the Closing Date, except as set forth on SCHEDULE 3.12,
there are no outstanding options or other rights pertaining to the partnership
or other equity interests of the Borrowers, and no voting trusts, shareholders'
or partners' agreements (other than the partnership agreements relating to the
formation, organization, operation and governance of the partnerships, copies of
which have been provided to the Administrative Agent and the Lenders) or similar
agreement affecting either ownership of or the right to vote such partnership
interests.

         3.13     INTELLECTUAL PROPERTY RIGHTS.

         The Borrowers and their Subsidiaries own or have the right to use,
subject to any of its obligations under any valid and binding license agreement,
the Intellectual Property (as defined below) disclosed in SCHEDULE 3.13 hereto,
which, to the best of their knowledge, represents all Intellectual Property
individually or in the aggregate material to the conduct of the businesses of
the Borrowers and their Subsidiaries taken as a whole on the date hereof. Except
as disclosed in SCHEDULE 3.13 hereto or where the failure shall not have a
Material Adverse Effect, (i) each of the Borrowers or a Subsidiary has the right
to use the Intellectual Property disclosed in SCHEDULE 3.13 hereto in perpetuity
and without payment of royalties, (ii) all registrations with and applications
to Governmental Authorities in respect of such Intellectual Property are valid
and in full force and effect and are not subject to the payment of any taxes or
maintenance fees or the taking of any other actions by the Borrowers or a
Subsidiary to maintain their validity or effectiveness, and (iii) there are no
restrictions on the direct or indirect transfer of any Contractual Obligation,
or any interest therein, held by the Borrowers or any Subsidiary in respect of
such Intellectual Property. Neither the Borrowers nor any Subsidiary of the
Borrowers is in default (or with the giving of notice or lapse of time or both,
would be in default) under any license to use such Intellectual Property the
loss of which would reasonably be expected to have a Material Adverse Effect To
the best of the Borrowers' and their Subsidiaries' knowledge none of the
Intellectual Property is being infringed by any third party the loss of which
may have a Material Adverse Effect, and to the best of the Borrowers' and their
Subsidiaries' knowledge neither the Borrowers nor any Subsidiary of the
Borrowers is infringing any Intellectual Property of any third party the
infringement of which would reasonably be expected to have a Material Adverse
Effect. For purposes of this Section 3.13, "INTELLECTUAL PROPERTY" means patents
and patent rights, trademarks and trademark rights, trade names and trade name
rights, service marks and service mark rights, copyrights and copyright rights,
including the right to sue for past 


                                       46
<PAGE>   52

infringement, licenses, proprietary information, designs, processes, inventions,
software and related intellectual property rights and all pending applications
for and registrations of any of the foregoing.

         3.14     NO BURDENSOME RESTRICTIONS.

         No applicable Requirement of Law known to the Borrowers or Contractual
Obligation of the Borrowers could reasonably be expected to have a Material
Adverse Effect.

         3.15     TAXES.

         The Borrowers and their Subsidiaries have filed, or caused to be filed,
all material tax returns (Federal, state, local and foreign) required to be
filed on or prior to the Closing Date and paid all taxes shown thereon to be due
(including interest and penalties) and have paid all other taxes, fees,
assessments and other governmental charges (including mortgage recording taxes,
documentary stamp taxes and intangibles taxes) owing (or necessary to preserve
any Liens in favor of the Lenders) with respect to taxable periods ending on or
before the Closing Date by them, except for such taxes (i) which are not yet
delinquent, (ii) as are being contested in good faith and by proper proceedings,
and against which adequate reserves are being maintained in accordance with GAAP
or (iii) the nonpayment of which would not, in the aggregate, reasonably be
expected to have a Material Adverse Effect. The Borrowers are not aware of any
proposed material tax assessments against it or any of their Subsidiaries.

         3.16     NO INTEREST IN REAL ESTATE.

         Other than the fee simple interests and leasehold interests reflected
on SCHEDULE 3.16, neither the Borrowers nor any of their Subsidiaries has any
interest in any real property.


                         SECTION 4. CONDITIONS PRECEDENT

         4.1      CONDITIONS TO CLOSING DATE.

         This Agreement shall become effective upon the satisfaction of the
following conditions precedent:

                  (a) EXECUTION OF AGREEMENT. The Administrative Agent shall
         have received (i) multiple counterparts of this Agreement for each
         Lender, executed by a duly authorized officer of each party hereto and
         (ii) for the account of each Lender a Revolving Note executed by a duly
         authorized officer of each of the Borrowers, in each case conforming to
         the requirements of this Agreement.



                                       47
<PAGE>   53

                  (b) LIABILITY AND CASUALTY INSURANCE. The Administrative Agent
         shall have received copies of insurance policies or certificates of
         insurance evidencing liability and casualty insurance meeting the
         requirements set forth herein.

                  (c) CORPORATE DOCUMENTS. The Administrative Agent shall have
         received the following:

                           (i) ARTICLES OF INCORPORATION. Copies of the
                  certificate of formation, articles of organization, articles
                  of incorporation or charter documents of the Borrowers and the
                  Guarantors certified to be true and complete as of a recent
                  date by the appropriate governmental authority of the state of
                  its organization or incorporation.

                           (ii) RESOLUTIONS. Copies of the resolutions taken by
                  the directors of the Borrowers and the Guarantors approving
                  and adopting the Credit Documents, the transactions
                  contemplated therein and authorizing execution and delivery
                  thereof, certified by a secretary or assistant secretary as of
                  the Closing Date to be true and correct and in full force and
                  effect as of such date.

                           (iii) BYLAWS. A copy of the bylaws or memorandum of
                  association, as the case may be, of the Borrowers and the
                  Guarantors certified by a secretary or assistant secretary as
                  of the Closing Date to be true and correct and in full force
                  and effect as of such date.

                           (iv) GOOD STANDING. Copies of (A) certificates of
                  good standing, existence or its equivalent with respect to the
                  Borrowers and the Guarantors certified as of a recent date by
                  the appropriate governmental authorities of the state of
                  incorporation and each other state in which the failure to so
                  qualify and be in good standing would have a material adverse
                  effect on the business or operations of the Borrowers or the
                  Guarantors in such state and (B) a certificate indicating
                  payment of all corporate franchise taxes certified as of a
                  recent date by the appropriate governmental taxing
                  authorities.

                  (d) OFFICER'S CERTIFICATE. The Administrative Agent shall have
         received a certificate of a duly authorized secretary or assistant
         secretary of each of the Borrowers and the Guarantors dated the Closing
         Date, substantially in the form of SCHEDULE 4.1(D) with appropriate
         insertions and attachments.

                  (e) LEGAL OPINION OF COUNSEL. The Administrative Agent shall
         have received, with a copy for each Lender, opinions of various counsel
         for the Borrowers and the Guarantors, dated the Closing Date and
         addressed to the Administrative Agent and the Lenders, in form and
         substance satisfactory to Administrative Agent and the Lenders.



                                       48
<PAGE>   54

                  (f) COMPLIANCE AND SOLVENCY CERTIFICATES. The Administrative
         Agent shall have received from an Authorized Signatory (i) a
         certificate regarding the accuracy of representations and warranties
         and the absence of Defaults, in form reasonably acceptable to the
         Administrative Agent, and (ii) a solvency certificate substantially in
         the form of SCHEDULE 4.1(F)(II), demonstrating the solvency of the
         Borrowers and each of the Guarantors.

                  (g) FEES. The Agent shall have received all fees owing to each
         of them pursuant to the Commitment Letter.

                  (h) LITIGATION. There shall not exist any (i) order, decree,
         judgment, ruling or injunction which restrains the consummation of the
         acquisition of the Acquired Assets in the manner contemplated by the
         Purchase Agreement or (ii) any pending or threatened action, suit,
         investigation or proceeding against the Borrowers or any Guarantor that
         would have or would reasonably be expected to have a Material Adverse
         Effect.

                  (i) STOCK DISTRIBUTION AND ACQUISITION OF ACQUIRED ASSETS. The
         Stock Distribution shall be consummated and the Acquired Assets shall
         be acquired by Penton USA pursuant to the Combination Agreement no
         later than 5:00 p.m., Charlotte, North Carolina time on the Closing
         Date (except that the Lenders acknowledge that Penton USA may not have
         received a confirmed certificate of merger from the Secretary of State
         of the State of Illinois by such time).

                  (j) NOTICE OF ACCOUNT DESIGNATION. The Borrowers shall have
         executed and delivered to the Administrative Agent a Notice of Account
         Designation.

                  (k) SOURCES AND USES; PAYMENT INSTRUCTIONS. The Borrowers
         shall have delivered to the Agent (i) a statement of sources and uses
         of funds covering all payments reasonably expected to be made by the
         Borrowers in connection with the transactions contemplated by the
         Credit Documents to be consummated on the Closing Date, including an
         itemized estimate of all fees, expenses and other closing costs and
         (ii) payment instructions with respect to each wire transfer to be made
         by the Agent on behalf of the Lenders or the Borrowers on the Closing
         Date setting forth the amount of such transfer, the purpose of such
         transfer, the name and number of the account to which such transfer is
         to be made, the name and ABA number of the bank or other financial
         institution where such account is located and the name and telephone
         number of an individual that can be contacted to confirm receipt of
         such transfer.

                  (l) ADDITIONAL MATTERS. All other documents and legal matters
         in connection with the transactions contemplated by this Agreement
         shall be reasonably satisfactory in form and substance to the
         Administrative Agent and its counsel.



                                       49
<PAGE>   55

         4.2      CONDITIONS TO ALL LOANS.

         The obligation of each Lender to make any Loan hereunder (including the
initial Loans to be made hereunder) is subject to the satisfaction of the
following conditions precedent on the date of making such Loan:

                  (a) REPRESENTATIONS AND WARRANTIES. The representations and
         warranties made by the Borrowers and the Subsidiaries herein or which
         are contained in any certificate furnished at any time under or in
         connection herewith shall be true and correct in all material respects
         on and as of the date of such Loan as if made on and as of such date
         (except to the extent such representations and warranties expressly
         relate to an earlier date).

                  (b) NO DEFAULT OR EVENT OF DEFAULT. No Default or Event of
         Default shall have occurred and be continuing on such date or after
         giving effect to the Loan to be made on such date unless such Default
         or Event of Default shall have been waived in accordance with this
         Agreement.

                  (c) ADDITIONAL CONDITIONS TO REVOLVING LOANS. If a Loan is
         made pursuant to Section 2.1, all conditions set forth therein shall
         have been satisfied.

                  (d) ADDITIONAL CONDITIONS TO FOREIGN CURRENCY LOANS. If a Loan
         is made pursuant to Section 2.2, all the conditions set forth therein
         shall have been satisfied.

         Each request for a Loan and each acceptance by the Borrowers of a Loan
shall be deemed to constitute a representation and warranty by the Borrowers as
of the date of such Loan that the applicable conditions in paragraphs (a), (b),
(c) and (d) have been satisfied.


                        SECTION 5. AFFIRMATIVE COVENANTS

         The Borrowers hereby covenant and agree that on the Closing Date, and
thereafter for so long as this Agreement is in effect and until the Commitments
have terminated, no Note remains outstanding and unpaid, and the Loans, together
with interest, fees and all other amounts owing to the Administrative Agent or
any Lender hereunder, are paid in full, the Borrowers shall, and shall cause
each of their Subsidiaries, to:

         5.1      FINANCIAL STATEMENTS.

         Furnish to the Administrative Agent and each of the Lenders:

                  (a) ANNUAL FINANCIAL STATEMENTS. As soon as available, but in
         any event within 90 days after the end of each fiscal year of Penton
         USA, a copy of the consolidated balance sheet of Penton USA and its
         consolidated Subsidiaries as at the end of such fiscal


                                       50
<PAGE>   56

         year and the related consolidated statements of income and retained
         earnings and of cash flows of Penton USA and its consolidated
         Subsidiaries for such year, audited by Price Waterhouse LLP or any
         other firm of independent certified public accountants of nationally
         recognized standing reasonably acceptable to the Majority Lenders,
         setting forth in each case in comparative form the figures for the
         previous year, reported on without a "going concern" or like
         qualification or exception, or qualification indicating that the scope
         of the audit was inadequate to permit such independent certified public
         accountants to certify such financial statements without such
         qualification; and

                  (b) QUARTERLY FINANCIAL STATEMENTS. As soon as available and
         in any event within 45 days after the end of each of the first three
         fiscal quarters of Penton USA, a company-prepared consolidating balance
         sheet of Penton USA and its consolidated Subsidiaries as at the end of
         such period and related company-prepared statements of income and
         retained earnings and of cash flows for Penton USA and its consolidated
         Subsidiaries for such quarterly period and for the portion of the
         fiscal year ending with such period, in each case setting forth in
         comparative form consolidating figures for the corresponding period or
         periods of (i) the preceding fiscal year and (ii) the annual budget
         plan (subject in each case to normal recurring year-end audit
         adjustments);

                  (c) ANNUAL BUDGET PLAN. As soon as available, but in any event
         no more than 30 days after the end of fiscal year December 31, 1998 and
         each fiscal year thereafter, a copy of the detailed annual budget or
         plan for the next fiscal year set out by fiscal quarter, in form and
         detail reasonably acceptable to the Administrative Agent and the
         Majority Lenders, together with a summary of the material assumptions
         made in the preparation of the budget or plan;

all such financial statements to include a breakdown by lines of business to
fairly present in all material respects the financial condition and results from
operations of the entities and for the periods specified (subject, in the case
of interim statements, to normal recurring year-end audit adjustments) and to be
prepared in reasonable detail and, in the case of the annual and quarterly
financial statements provided in accordance with subsections (a) and (b) above,
in accordance with GAAP applied consistently throughout the periods reflected
therein (except as approved by such accountants or Authorized Signatory, as the
case may be, and disclosed therein) and further accompanied by a description of,
and an estimation of the effect on the financial statements on account of, a
change in the application of accounting principles as provided in Section 1.3.

         5.2      CERTIFICATES; OTHER INFORMATION.

         Furnish to the Administrative Agent and each of the Lenders:

                  (a) ACCOUNTANT'S CERTIFICATE. Concurrently with the delivery
         of the financial statements referred to in Section 5.1(a) above, a
         certificate of the independent certified public accountants reporting
         on such financial statements stating that in making the 


                                       51
<PAGE>   57

         examination necessary therefor no knowledge was obtained of any Default
         or Event of Default, except as specified in such certificate;

                  (b) COMPLIANCE CERTIFICATE. Concurrently with the delivery of
         the financial statements referred to in Sections 5.1(a) and 5.1(b)
         above, a certificate of an Authorized Signatory stating that, to the
         best of such Authorized Signatory's knowledge, the Borrowers and the
         Subsidiaries during such period observed or performed in all material
         respects all of their covenants and other agreements, and satisfied in
         all material respects every material condition, contained in this
         Agreement to be observed, performed or satisfied by them, and that such
         Authorized Signatory has obtained no knowledge of any Default or Event
         of Default except as specified in such certificate and such certificate
         shall include the calculations required to indicate compliance with
         Section 5.9 and information as to Restricted Payments made in the
         applicable period in accordance with Section 6.11;

                  (c) OTHER INFORMATION. Promptly, such additional financial and
         other information as the Administrative Agent, on behalf of any Lender,
         may from time to time reasonably request.

         5.3      PAYMENT OF OBLIGATIONS.

         Pay, discharge or otherwise satisfy at or before maturity or before
they become delinquent, as the case may be, in accordance with industry practice
(subject, where applicable, to specified grace periods) all obligations in
excess of $1,000,000 of whatever nature and any additional costs that are
imposed as a result of any failure to so pay, discharge or otherwise satisfy
such obligations, except when the amount or validity of such obligations and
costs is currently being contested in good faith by appropriate proceedings and
reserves, if applicable, in conformity with GAAP with respect thereto have been
provided on the books of the Borrowers or their Subsidiaries, as the case may
be.

         5.4      CONDUCT OF BUSINESS AND MAINTENANCE OF EXISTENCE.

         Preserve, renew and keep in full force and effect its company,
corporate or partnership existence and take all reasonable action to maintain
all rights, privileges and franchises necessary or desirable in the normal
conduct of its business; comply with all Contractual Obligations and
Requirements of Law applicable to it except to the extent that failure to comply
therewith would not, in the aggregate, have a Material Adverse Effect.

         5.5      MAINTENANCE OF PROPERTY; INSURANCE.

         Keep all material property useful and necessary in its business in
reasonably good working order and condition (ordinary wear and tear and
obsolescence excepted); maintain with financially sound and reputable insurance
companies insurance on all its material property in at least such amounts and
against at least such risks as are usually insured against in the same 


                                       52
<PAGE>   58

general area by companies engaged in the same or a similar business; and furnish
to the Administrative Agent, upon written request, full information as to the
insurance carried.

         5.6      INSPECTION OF PROPERTY; BOOKS AND RECORDS; DISCUSSIONS.

         Keep proper books of records and account in which full, true and
correct entries in conformity with GAAP and all applicable Requirements of Law
shall be made of all dealings and transactions in relation to its businesses and
activities; and permit, during regular business hours and upon reasonable notice
by the Administrative Agent or any Lender (unless a Default or Event of Default
shall have occurred and be continuing, (i) any one inspection in a twelve-month
period by the Administrative Agent to be at the Borrowers' expense, and (ii) any
such inspection by any Lender to be at such Lender's expense), to visit and
inspect any of its properties and examine and make abstracts from any of its
books and records (other than materials protected by the attorney-client
privilege and materials which the Borrowers may not disclose without violation
of a confidentiality obligation binding upon it) at any reasonable time and as
often as may reasonably be desired, and to discuss the business, operations,
properties and financial and other condition of the Borrowers and their
Subsidiaries with officers and employees of the Borrowers and their Subsidiaries
and with its independent certified public accountants.

         5.7      CERTAIN NOTICES.

         Give notice to the Administrative Agent (which shall promptly transmit
such notice to each Lender) of:

                  (a) within five Business Days after either of the Borrowers
         knows of the occurrence of any material Default or Event of Default;

                  (b) promptly, any default or event of default under any
         Contractual Obligation of the Borrowers or any Subsidiary which would
         reasonably be expected to have a Material Adverse Effect;

                  (c) promptly, any litigation, or any investigation or
         proceeding known to either of the Borrowers, affecting either of the
         Borrowers or any Subsidiary which, if adversely determined, would
         reasonably be expected to have a Material Adverse Effect;

                  (d) as soon as possible and in any event within 30 days after
         either of the Borrowers knows: (i) the occurrence of any Reportable
         Event with respect to any Plan, a failure to make any required
         contribution to a Plan, the creation of any Lien in favor of the PBGC
         or a Plan or any withdrawal from, or the termination, Reorganization or
         Insolvency of, any Multiemployer Plan or (ii) the institution of
         proceedings or the taking of any other action by the PBGC or a
         Borrower, any Subsidiary or any Commonly Controlled Entity or any
         Multiemployer Plan with respect to the withdrawal from, or the
         terminating, Reorganization or Insolvency of, any Plan; and



                                       53
<PAGE>   59

                  (e) promptly, any other development or event which would
         reasonably be expected to have a Material Adverse Effect.

Each notice pursuant to this subsection shall be accompanied by a statement of a
Authorized Signatory setting forth details of the occurrence referred to therein
and stating what action the Borrower proposes to take with respect thereto.

         5.8      ENVIRONMENTAL LAWS.

                  (a) Comply in all material respects with, and take reasonable
         actions to ensure compliance in all material respects by all tenants
         and subtenants, if any, with, all applicable Environmental Laws and
         obtain and comply in all material respects with and maintain, and take
         reasonable actions to ensure that all tenants and subtenants obtain and
         comply in all material respects with and maintain, any and all
         licenses, approvals, notifications, registrations or permits required
         by applicable Environmental Laws except to the extent that failure to
         do so would not reasonably be expected to have a Material Adverse
         Effect;

                  (b) Conduct and complete any investigations, studies, sampling
         and testing, and any remedial, removal and other actions required under
         Environmental Laws and promptly comply in all material respects with
         all lawful orders and directives of all Governmental Authorities
         regarding Environmental Laws except to the extent that the same are
         being contested in good faith by appropriate actions and the failure to
         do or the pendency of such actions would not reasonably be expected to
         have a Material Adverse Effect; and

                  (c) Defend, indemnify and hold harmless the Administrative
         Agent and the Lenders, and their respective employees, agents, officers
         and directors, from and against any and all claims, demands, penalties,
         fines, liabilities, settlements, damages, costs and expenses of
         whatever kind or nature known or unknown, contingent or otherwise,
         arising out of, or in any way relating to the violation of,
         noncompliance with or liability under, any Environmental Law applicable
         to the operations of the Borrowers, their Subsidiaries or the
         Properties, or any orders, requirements or demands of Governmental
         Authorities related thereto, including, without limitation, reasonable
         attorney's and consultant's fees, investigation and laboratory fees,
         response costs, court costs and litigation expenses, except to the
         extent that any of the foregoing arise out of the misconduct of the
         party seeking indemnification therefor. The agreements in this
         paragraph shall survive repayment of the Notes and all other amounts
         payable hereunder.

         5.9      FINANCIAL COVENANTS.

                  (a) LEVERAGE RATIO. The Borrowers will maintain, as of the end
         of each fiscal quarter, a Leverage Ratio of not greater than 3.5 to
         1.0.



                                       54
<PAGE>   60

                  (b) INTEREST COVERAGE RATIO. The Borrowers will maintain, as
         of the end of each fiscal quarter, an Interest Coverage Ratio of
         greater than 2.5 to 1.0.

         5.10     COVENANTS REGARDING PATENTS, TRADEMARKS AND COPYRIGHTS.

                  (a) The Borrowers shall notify the Administrative Agent
         promptly if it knows or has reason to know that any application,
         letters patent or registration relating to any Patent, Trademark or
         Copyright which is material to the business of the Borrowers and their
         Subsidiaries taken as a whole may become abandoned, or of any material
         adverse determination or development (including, without limitation,
         the institution of, or any such determination or development in, any
         proceeding in the United States Patent and Trademark Office or any
         court) regarding the Borrowers' or such other Subsidiary's ownership of
         any Patent, Trademark or Copyright which is material to the business of
         the Borrowers and their Subsidiaries taken as a whole, its right to
         patent or register the same, or to enforce, keep and maintain the same.

                  (b) The Borrowers will take all necessary actions, including,
         without limitation, in any proceeding before the United States Patent
         and Trademark Office or the United States Copyright Office, to maintain
         each letters patent for the Patents or registration of the Trademarks
         and Copyrights which are material to the business of the Borrowers and
         their Subsidiaries taken as a whole, including, without limitation,
         payment of maintenance fees, filing of applications for renewal,
         affidavits of use, affidavits of incontestability and opposition,
         interference and cancellation proceedings.

                  (c) In the event that any Trademark, Copyright or Patent is
         infringed, misappropriated or diluted by a third party, the Borrowers
         shall notify the Administrative Agent promptly after it learns thereof
         and shall, unless the Borrowers or the relevant Subsidiary, as the case
         may be, shall reasonably determine that such Trademark, Copyright or
         Patent is not material to the business of the Borrowers and their
         Subsidiaries taken as a whole, promptly sue for infringement,
         misappropriation or dilution and to recover any and all damages for
         such infringement, misappropriation or dilution, and take such other
         actions as the Borrowers or such Subsidiary, as the case may be, shall
         reasonably deem appropriate under the circumstances to protect such
         Trademark, Copyright or Patent.

         5.11     FEES, ETC.

         Pay to the Agent the fees and comply with the other agreements provided
for in the Commitment Letter.

         5.12     SUBSIDIARIES.

         In the event either of the Borrowers shall acquire or otherwise obtain
any Subsidiary on or after the Closing Date, such Borrower shall promptly notify
the Administrative Agent of the 


                                       55
<PAGE>   61

existence of such Subsidiary, shall provide the Administrative Agent with the
information required by Section 3.12 with respect thereto and shall cause such
Subsidiary to enter into and deliver to the Administrative Agent on behalf of
the Lenders a Joinder Agreement in the form of SCHEDULE 5.12 attached hereto. In
connection therewith, such Borrower shall cause the Subsidiary to deliver to the
Administrative Agent on behalf of the Lenders certified organizational
documents, evidences of authority and opinion letters customary and usual for
transactions of the type contemplated by this Agreement and to take such other
action in connection therewith as the Administrative Agent may reasonably
require.

         5.13     PAYMENT OF TAXES AND OTHER INDEBTEDNESS.

         Each of the Borrowers will, and will cause each of its Subsidiaries to,
pay and discharge all taxes, assessments and governmental charges or levies
imposed upon it, or upon its income or profits, or upon any of its properties,
before they shall become delinquent; PROVIDED, HOWEVER, that the Borrowers and
their Subsidiaries shall not be required to pay any such tax, assessment, charge
or levy which is being contested in good faith by appropriate proceedings and as
to which adequate accruals therefor have been established in accordance with
GAAP, unless the failure to make any such payment (a) would give rise to an
immediate right to foreclose on a Lien securing such amounts or (b) would have a
Material Adverse Effect.

         5.14     YEAR 2000 COMPATIBILITY.

         The Borrowers will take as soon as reasonably practicable all actions
reasonably necessary to assure that the Credit Parties' computer based systems
are able to operate with respect to and effectively process data which includes
dates on and after January 1, 2000. At the request of the Administrative Agent,
the Credit Parties shall provide reasonable assurances satisfactory to the
Administrative Agent of the Credit Parties' Year 2000 compatibility.


                          SECTION 6. NEGATIVE COVENANTS

         The Borrowers hereby covenant and agree that on the Closing Date, and
thereafter for so long as this Agreement is in effect and until the Commitments
have terminated, no Note remains outstanding and unpaid and the Loans, together
with interest, Commitment Fees and all other amounts owing to the Administrative
Agent or any Lender hereunder, are paid in full.

         6.1      INDEBTEDNESS.

         The Borrowers will not, nor will they permit any Subsidiary to,
contract, create, incur, assume or permit to exist any Indebtedness, except:

                  (a) Indebtedness arising or existing under this Agreement and
         the other Credit Documents;



                                       56
<PAGE>   62

                  (b) other Indebtedness existing as of the Closing Date as set
         forth in SCHEDULE 6.1(B)) and renewals, refinancings or extensions
         thereof in a principal amount not in excess of that outstanding as of
         the date of such renewal, refinancing or extension;

                  (c) unsecured intercompany Indebtedness among the Borrowers
         and the Guarantors;

                  (d) Capital Leases and purchase money indebtedness for the
         financing of equipment which, in the aggregate principal amount at any
         time, do not exceed $5,000,000;

                  (e) other unsecured Indebtedness, so long no Default or Event
         of Default then exists or would exist after giving effect to the
         incurrence thereof; PROVIDED, HOWEVER, that no such Indebtedness shall
         be incurred if the aggregate amount of all such Indebtedness
         outstanding would exceed $20,000,000 unless (A) the Borrowers
         demonstrate to the reasonable satisfaction of the Majority Lenders that
         the Borrowers will be in pro forma compliance with all of the terms and
         provisions of this Agreement after giving effect to the incurrence
         thereof, and (B) the terms and provisions of such Indebtedness are
         satisfactory to the Majority Lenders;

                  (f) obligations of the Borrowers or any Subsidiary in respect
         of Interest Protection Agreements entered into in order to manage
         existing or anticipated interest rate or exchange rate risks and not
         for speculative purposes;

                  (g) Guaranty Obligations permitted by Section 6.3;

                  (h) Indebtedness of any Person that becomes a Subsidiary of
         either Borrower after the date hereof pursuant to a Permitted
         Acquisition, PROVIDED that such Indebtedness was not incurred solely in
         contemplation of such Person becoming a Subsidiary of such Borrower;
         and

                  (i) Indebtedness of the Borrowers to the former shareholders
of DM Publishing relating to contingent payment obligations as contemplated by
the Combination Agreement.

         6.2      LIENS.

         The Borrowers will not, nor will they permit any Subsidiary to,
contract, create, incur, assume or permit to exist any Lien with respect to any
of their respective property or assets of any kind (whether real or personal,
tangible or intangible), whether now owned or hereafter acquired, except for
Permitted Liens.



                                       57
<PAGE>   63

         6.3      GUARANTY OBLIGATIONS.

         The Borrowers will not, nor will they permit any Subsidiary to, enter
into or otherwise become or be liable in respect of any Guaranty Obligations
(excluding specifically therefrom endorsements in the ordinary course of
business of negotiable instruments for deposit or collection) other than (i)
those in favor of the Lenders in connection herewith, (ii) Guaranty Obligations
by the Borrowers or their Subsidiaries of other Indebtedness permitted under
Section 6.1 (except, as regards Indebtedness under subsection (b) thereof, only
if and to the extent such Indebtedness was guaranteed on the Closing Date), and
(iii) other unsecured Guaranty Obligations which do not exceed $10,000,000 at
any time outstanding.

         6.4      LINES OF BUSINESS.

         The Borrowers will not, nor will they permit any of their Subsidiaries
to, alter their line or lines of business activity if as a result thereof the
Borrowers and their Subsidiaries would not be predominantly engaged in the
business of (a) the publishing of business magazines, (b) the dissemination of
market research and data service, (c) the provision of electronically
distributed subscription information services, (d) the publication of business
newsletters, (e) the provision of electronic newsletter content services (f) the
provision of the marketing programs, (g) printing magazines and other
publications, (h) operating trade shows and conferences and (i) the providing of
all updated, functional extensions and additional lines of business reasonably
compatible with and related to (a) - (h) above.

         6.5      CONSOLIDATION, MERGER, SALE OR PURCHASE OF ASSETS, ETC.

         The Borrowers will not, nor will they permit any Subsidiary to,

                  (a) dissolve, liquidate or wind up its affairs, sell,
         transfer, lease or otherwise dispose of all or any substantial part of
         its property or assets outside of the ordinary course of business or
         agree to do so at a future time except the following, without
         duplication, shall be expressly permitted:

                           (i) Specified Sales;

                           (ii) the sale, transfer, lease or other disposition
                  of property or assets not in the ordinary course of business
                  (other than Specified Sales), where and to the extent that
                  they are the result of a Recovery Event or otherwise and the
                  net proceeds therefrom are used to repair or replace damaged
                  property or to purchase or otherwise acquire new assets or
                  property provided that such purchase or acquisition is
                  committed to within 90 days of receipt of the net proceeds and
                  such purchase or acquisition is consummated within 180 days of
                  such receipt;

                           (iii) the sale, transfer, lease or other disposition
                  of property or assets to the Borrowers or any Guarantor; and



                                       58
<PAGE>   64

                           (iv) the sale of the stock or all or substantially
                  all of the assets of Curtin & Pease/Peneco, Inc.

As used herein, "SUBSTANTIAL PART" shall mean business, property or assets which
have contributed

                           (x) 20% or more, in any instance, or

                           (y) 30% or more, when aggregated with all other such
                  sales or dispositions which have occurred within a period of
                  one year,

of Consolidated Adjusted EBITDA for the four (4) consecutive fiscal quarters
most recently ending prior to the date thereof; or

                  (b) purchase, lease or otherwise acquire (in a single
         transaction or a series of related transactions) all or any substantial
         part of the property or assets of any Person (other than purchases or
         other acquisitions of inventory, leases, materials, property and
         equipment in the ordinary course of business, except as otherwise
         limited or prohibited herein), or enter into any merger or
         consolidation, except for (i) investments or acquisitions permitted
         pursuant to Section 6.6, (ii) the acquisition of the Acquired Assets,
         (iii) acquisitions of types of businesses permitted to be engaged in by
         the Borrowers and their Subsidiaries pursuant to Section 6.4 (the
         "PERMITTED ACQUISITIONS") so long as with respect to the acquisition of
         each such business, (A) no Default or Event of Default then exists or
         would exist after giving effect thereto and (B) the Borrowers
         demonstrate to the reasonable satisfaction of the Majority Lenders that
         the Borrowers will be in pro forma compliance with all of the terms and
         provisions of this Agreement after giving effect thereto, (iv) the
         merger or consolidation of any Subsidiary into a Borrower or any
         Subsidiary, or a sale, transfer or lease of all or a substantial part
         of the properties of any Subsidiary (at fair value) to a Borrower or
         any Subsidiary and (v) the merger of any Person into a Borrower or any
         Subsidiary, PROVIDED that such Borrower or any Subsidiary shall be the
         surviving corporation, and in any such case no Default or Event of
         Default would exist after giving effect thereto.

         6.6      ADVANCES, INVESTMENTS AND LOANS.

         The Borrowers will not, nor will they permit any Subsidiary to, lend
money or extend credit or make advances to any Person, or purchase or acquire
any stock, obligations or securities of, or any other interest in, or make any
capital contribution to, any Person except for Permitted Investments.

         6.7      TRANSACTIONS WITH AFFILIATES.

         Except (a) as permitted in subsection (vi) of the definition of
Permitted Investments, (b) for the payments and issuances permitted by Section
6.8 and (c) for the payments permitted by


                                       59
<PAGE>   65

Section 6.11, the Borrowers will not, nor will they permit any Subsidiary to,
enter into any transaction or series of transactions, whether or not in the
ordinary course of business, with any officer, director, shareholder or
Affiliate other than on terms and conditions substantially as favorable as would
be obtainable in a comparable arm's-length transaction with a Person other than
an officer, director, shareholder or Affiliate.

         6.8      OWNERSHIP OF SUBSIDIARIES.

         The Borrowers will not, nor will they permit any Subsidiary to, create,
form or acquire a Subsidiary other than any Subsidiary acquired or formed to
acquire assets in connection with any Permitted Acquisition, provided such
Subsidiary guarantees all of the Obligations of the Borrowers hereunder on terms
reasonably satisfactory to the Administrative Agent. Further, the Borrowers will
not, nor will they permit any of its Subsidiaries to, issue, sell, transfer,
pledge or otherwise dispose of any partnership interests, limited liability
company interest, shares of capital stock or other equity or ownership interests
("EQUITY INTERESTS") in themselves or in any of their Subsidiaries, except (a)
Equity Interests that are issued, sold or transferred to either of the Borrowers
or a wholly-owned Subsidiary of a Borrower, (b) in connection with a transaction
permitted under Section 6.5 and (c) in connection with the Stock Distribution.

         6.9      FISCAL YEAR.

         The Borrowers will not, nor will they permit any Subsidiary to, change
its fiscal year other than a change in fiscal year by any Subsidiary to match
the fiscal year of the Borrowers.

         6.10     PREPAYMENTS OF INDEBTEDNESS, ETC.

         Neither the Borrowers nor any of their Subsidiaries will (a) after the
issuance thereof, amend or modify (or permit the amendment or modification of),
if materially adverse to the interests of the Lenders (including, without
limitation, any acceleration or shortening of amortization of principal thereof,
or modification of the terms of subordination relating thereto), any of the
terms of any Consolidated Total Funded Debt (other than any Indebtedness
permitted by Section 6.1(e)), or (b) make (or give any notice with respect
thereto) any voluntary or optional payment or prepayment or redemption or
acquisition for value of (including without limitation, by way of depositing
money or securities with the trustee with respect thereto before due for the
purpose of paying when due) or exchange of any Consolidated Total Funded Debt
(other than any Indebtedness permitted by Section 6.1(e)).

         6.11     RESTRICTED PAYMENTS.

         The Borrowers will not, nor will they permit any of its Subsidiaries
which are not wholly-owned to, make any Restricted Payment; PROVIDED, HOWEVER,
(a) any Subsidiary of a Borrower may make Restricted Payments to such Borrower,
(b) a Borrower may pay customary and reasonable fees to Affiliates of such
Borrower for consulting and other financial and advisory services provided by
such Affiliates, (c) Penton USA may pay ordinary dividends on its common 


                                       60
<PAGE>   66

stock to its stockholders so long as no Default or Event of Default hereunder
exists immediately prior to or after the payment of any such dividend and (d)
the Borrowers may make the contingent payments contemplated by the Combination
Agreement and the Contingent Convertible Loan Notes and the Vendor's Convertible
Loan Note listed on SCHEDULE 6.1(B).

         6.12     PARTNERSHIP AND CORPORATE DOCUMENTS.

         The Borrowers will not, nor will they permit any of their Subsidiaries
to, amend or otherwise modify their articles of limited partnership, limited
liability limited partnership, incorporation, limited liability company or other
similar organizational or charter document, or their limited partnership
agreement, limited liability limited partnership agreement, limited liability
company agreement, bylaws, operating agreement or other similar governing
document or the Combination Agreement in a manner which is adverse to the
interest of the Lenders, without the prior written consent of the Administrative
Agent and the Majority Lenders, which consent will not be unreasonably withheld.


                          SECTION 7. EVENTS OF DEFAULT

         Upon the occurrence of any of the following events:

                  (a) (i) The Borrowers shall fail to pay any principal on any
         Note when due in accordance with the terms thereof or hereof; or (ii)
         the Borrowers shall fail to pay any interest on any Note or any fee or
         other amount payable hereunder when due in accordance with the terms
         thereof or hereof and such failure shall continue unremedied for five
         (5) Business Days; or

                  (b) Any representation or warranty made by the Borrowers or
         any Subsidiary of the Borrowers herein or in any of the other Credit
         Documents or which is contained in any certificate, document or
         financial or other statement prepared and furnished by the Borrowers or
         any of the Borrowers' Subsidiaries at any time under or in connection
         with this Agreement shall prove to have been incorrect, false or
         misleading in any material respect on or as of the date made or deemed
         made; or

                  (c) The Borrowers shall

                           (i) default in the due performance or observance of
                  Section 5.7(a), Section 5.9, or Sections 6.1 through 6.13 or

                           (ii) default in any material respect in the
                  observance or performance of any other term, covenant or
                  agreement contained in this Agreement (other than as described
                  in Sections 7(a) or 7(c)(i) above) or any of the other Credit
                  Documents, and such default shall continue unremedied for a
                  period of 15 days or more after the earlier of any officer


                                       61
<PAGE>   67

                  of the Borrowers becoming aware of such default or the receipt
                  by the Borrowers of written notice from the Administrative
                  Agent thereof; or

                  (d) The Borrowers or any of the Borrowers' Subsidiaries shall
         (i) default in any payment of principal of or interest on any
         Indebtedness (other than the Notes) in a principal amount outstanding
         of at least $1,000,000 in the aggregate for the Borrowers and the
         Borrowers' Subsidiaries or in the payment of any matured Guarantee
         Obligation in a principal amount outstanding of at least $1,000,000 in
         the aggregate for the Borrowers and the Borrowers' Subsidiaries beyond
         the period of grace, if any, provided in the instrument or agreement
         under which such Indebtedness or Guarantee Obligation was created; or
         (ii) default in the observance or performance of any other agreement or
         condition relating to any Indebtedness in a principal amount
         outstanding of at least $1,000,000 in the aggregate for the Borrowers
         and the Borrowers' Subsidiaries or Guarantee Obligation in a principal
         amount outstanding of at least $1,000,000 in the aggregate for the
         Borrowers and the Borrowers' Subsidiaries or contained in any
         instrument or agreement evidencing, securing or relating thereto, or
         any other event shall occur or condition exist, the effect of which
         default or other event or condition is to cause, or to permit the
         holder or holders of such Indebtedness or beneficiary or beneficiaries
         of such Guarantee Obligation (or a trustee or agent on behalf of such
         holder or holders or beneficiary or beneficiaries) to cause, with the
         giving of notice if required, such Indebtedness to become due prior to
         its stated maturity or such Guarantee Obligation to become payable; or

                  (e) (i) The Borrowers or any of the Borrowers' Subsidiaries
         shall commence any case, proceeding or other action (A) under any
         existing or future law of any jurisdiction, domestic or foreign,
         relating to bankruptcy, insolvency, reorganization or relief of
         debtors, seeking to have an order for relief entered with respect to
         it, or seeking to adjudicate it a bankrupt or insolvent, or seeking
         reorganization, arrangement, adjustment, winding-up, liquidation,
         dissolution, composition or other relief with respect to it or its
         debts, or (B) seeking appointment of a receiver, trustee, custodian,
         conservator or other similar official for it or for all or any
         substantial part of its assets, or the Borrowers or any of the
         Borrowers' Subsidiaries shall make a general assignment for the benefit
         of its creditors; or (ii) there shall be commenced against the
         Borrowers or any of the Borrowers' Subsidiaries any case, proceeding or
         other action of a nature referred to in clause (i) above which (A)
         results in the entry of an order for relief or any such adjudication or
         appointment or (B) remains undismissed, undischarged or unbonded for a
         period of 60 days; or (iii) there shall be commenced against the
         Borrowers or any of the Borrowers' Subsidiaries any case, proceeding or
         other action seeking issuance of a warrant of attachment, execution,
         distraint or similar process against all or any substantial part of its
         assets which results in the entry of an order for any such relief which
         shall not have been vacated, discharged, or stayed or bonded pending
         appeal within 60 days from the entry thereof; or (iv) the Borrowers or
         any of the Borrowers' Subsidiaries shall take any action in furtherance
         of, or indicating its consent to, approval of, or acquiescence in, any
         of the acts set forth in clause (i), (ii), or (iii) above; or (v) the
         Borrowers or any of the 


                                       62
<PAGE>   68

         Borrowers' Subsidiaries shall admit in writing its inability to, pay
         its debts as they become due; or

                  (f) One or more judgments or decrees shall be entered against
         the Borrowers or any of the Borrowers' Subsidiaries involving in the
         aggregate a liability (to the extent not paid when due or covered by
         insurance) of $1,000,000 or more and all such judgments or decrees
         shall not have been paid and satisfied, vacated, discharged, stayed or
         bonded pending appeal within 30 days from the entry thereof; or

                  (g) (i) The Borrowers, any Subsidiary of the Borrowers or any
         Commonly Controlled Entity shall engage in any "prohibited transaction"
         (as defined in Section 406 of ERISA or Section 4975 of the Code)
         involving any Plan, other than a transaction for which a statutory
         exemption is available or an administrative exemption has been
         obtained, (ii) any "accumulated funding deficiency" (as defined in
         Section 302 of ERISA), whether or not waived, shall exist with respect
         to any Single Employer Plan or any Lien in favor of the PBGC or a
         Single Employer Plan shall arise on the assets of the Parent, the
         Borrowers or any of the Borrowers' Subsidiaries or any Commonly
         Controlled Entity, (iii) a Reportable Event shall occur with respect
         to, or proceedings shall commence to have a trustee appointed, or a
         trustee shall be appointed, to administer or to terminate, any Single
         Employer Plan, which Reportable Event or commencement of proceedings or
         appointment of a Trustee is, in the reasonable opinion of the Majority
         Lenders, likely to result in the termination of such Plan for purposes
         of Title IV of ERISA, (iv) any Single Employer Plan shall terminate for
         purposes of Title IV of ERISA, or (v) the Parent, the Borrowers or any
         of the Borrowers' Subsidiaries or any Commonly Controlled Entity shall,
         or in the reasonable opinion of the Majority Lenders is likely to,
         incur any liability in connection with a withdrawal from, or the
         Insolvency or Reorganization of, any Multiemployer Plan; and in each
         case in clauses (i) through (v) above, such event or condition,
         together with all other such events or conditions, if any, could have a
         Material Adverse Effect; or

                  (h) Any other Credit Document shall fail to be in full force
         and effect or to give the Administrative Agent and/or the Lenders the
         rights, powers and privileges purported to be created thereby and such
         failure shall have a material adverse effect on the rights and remedies
         of the Administrative Agent or the Lenders thereunder; or

                  (i) A Change of Control shall occur;

then, and in any such event, (A) if such event is an Event of Default specified
in paragraph (e) above, automatically the Commitments shall immediately
terminate and the Loans (with accrued interest thereon), and all other amounts
under the Credit Documents shall immediately become due and payable, and (B) if
such event is any other Event of Default, either or both of the following
actions may be taken: (i) with the written consent of the Majority Lenders, the
Administrative Agent may, or upon the written request of the Majority Lenders,
the Administrative Agent shall, by notice to the Borrowers declare the
Commitments to be 


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terminated forthwith, whereupon the Commitments shall immediately terminate; and
(ii) with the written consent of the Majority Lenders, the Administrative Agent
may, or upon the written request of the Majority Lenders, the Administrative
Agent shall, by notice of default to the Borrowers, declare the Loans (with
accrued interest thereon) and all other amounts owing under this Agreement and
the Notes to be due and payable forthwith whereupon the same shall immediately
become due and payable. Except as expressly provided above in this Section 7,
presentment, demand, protest and all other notices of any kind are hereby
expressly waived.


                       SECTION 8. THE ADMINISTRATIVE AGENT

         8.1      APPOINTMENT.

         Each Lender hereby irrevocably designates and appoints First Union
National Bank as the Administrative Agent of such Lender under this Agreement,
and each such Lender irrevocably authorizes First Union National Bank, as the
Administrative Agent for such Lender, to take such action on its behalf under
the provisions of this Agreement and to exercise such powers and perform such
duties as are expressly delegated to the Administrative Agent by the terms of
this Agreement, together with such other powers as are reasonably incidental
thereto. Notwithstanding any provision to the contrary elsewhere in this
Agreement, the Administrative Agent shall not have any duties or
responsibilities, except those expressly set forth herein and in the other
Credit Documents, or any fiduciary relationship with any Lender, and no implied
covenants, functions, responsibilities, duties, obligations or liabilities shall
be read into this Agreement or otherwise exist against the Administrative Agent.

         8.2      DELEGATION OF DUTIES.

         The Administrative Agent may execute any of its duties under this
Agreement by or through agents or attorneys-in-fact and shall be entitled to
rely on advice of counsel concerning all matters pertaining to such duties. The
Administrative Agent shall not be responsible for the negligence or misconduct
of any agents or attorneys-in-fact selected by it with reasonable care. Without
limiting the foregoing, the Administrative Agent may appoint an affiliate as its
agent to perform the functions of the Administrative Agent hereunder relating to
the advancing of funds to the Borrowers and distribution of funds to the Lenders
and to perform such other related functions of the Administrative Agent
hereunder as are reasonably incidental to such functions. No such appointment
shall relieve the Administrative Agent of its responsibilities hereunder.

         8.3      EXCULPATORY PROVISIONS.

         Neither the Administrative Agent nor any of its officers, directors,
employees, agents, attorneys-in-fact or affiliates shall be (a) liable for any
action lawfully taken or omitted to be taken by it or such Person under or in
connection with this Agreement (except for its or such Person's own gross
negligence or willful misconduct) or (b) responsible in any manner to any of the
Lenders for any recitals, statements, representations or warranties made by the
Borrowers or 


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<PAGE>   70

any officer thereof contained in this Agreement or in any certificate, report,
statement or other document referred to or provided for in, or received by the
Administrative Agent under or in connection with, this Agreement or for the
value, validity, effectiveness, genuineness, enforceability or sufficiency of
any of the Credit Documents or for any failure of the Borrowers to perform their
Obligations hereunder or thereunder. The Administrative Agent shall not be under
any obligation to any Lender to ascertain or to inquire as to the observance or
performance by the Borrowers of any of the agreements contained in, or
conditions of, this Agreement, or to inspect the properties, books or records of
the Borrowers.

         8.4      RELIANCE BY ADMINISTRATIVE AGENT.

         The Administrative Agent shall be entitled to rely, and shall be fully
protected in relying, upon any Note, writing, resolution, notice, consent,
certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype
message, statement, order or other document or conversation reasonably believed
by it to be genuine and correct and to have been signed, sent or made by the
proper Person or Persons and upon advice and statements of legal counsel
(including, without limitation, counsel to the Borrowers), independent
accountants and other experts selected by the Administrative Agent. The
Administrative Agent may deem and treat the payee of any Note as the owner
thereof for all purposes unless (a) a written notice of assignment, negotiation
or transfer thereof shall have been filed with the Administrative Agent and (b)
the Administrative Agent shall have received the written agreement of such
assignee to be bound hereby as fully and to the same extent as if such assignee
were an original Lender party hereto, in each case in form satisfactory to the
Administrative Agent. The Administrative Agent shall be fully justified in
failing or refusing to take any action under this Agreement unless it shall
first receive such advice or concurrence of the Majority Lenders as it deems
appropriate or it shall first be indemnified to its satisfaction by the Lenders
against any and all liability and expense which may be incurred it by reason of
taking or continuing to take any such action. The Administrative Agent shall in
all cases be fully protected in acting, or in refraining from acting, under any
of the Credit Documents in accordance with a request of the Majority Lenders,
and such request and any action taken or failure to act pursuant thereto shall
be binding upon all the Lenders and all future holders of the Notes.

         8.5      NOTICE OF DEFAULT.

         The Administrative Agent shall not be deemed to have knowledge or
notice of the occurrence of any Default or Event of Default hereunder unless the
Administrative Agent has received notice from a Lender or the Borrowers
referring to this Agreement, describing such Default or Event of Default and
stating that such notice is a "notice of default". In the event that the
Administrative Agent receives such a notice, the Administrative Agent shall give
prompt notice thereof to each of the Lenders. The Administrative Agent shall
take such action with respect to such Default or Event of Default as shall be
directed by the Majority Lenders, including, without limitation, exercise of
remedies and initiation of litigation; PROVIDED, HOWEVER, that unless and until
the Administrative Agent shall have received such directions, the Administrative
Agent may (but shall not be obligated to) take such action, or refrain from
taking 


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<PAGE>   71

such action, with respect to such Default or Event of Default as it shall deem
advisable in the best interests of the Lenders.

         8.6      NON-RELIANCE ON ADMINISTRATIVE AGENT AND OTHER LENDERS.

         Each Lender expressly acknowledges that neither the Administrative
Agent nor any of its officers, directors, employees, agents, attorneys-in-fact
or affiliates has made any representation or warranty to it and that no act by
the Administrative Agent hereinafter taken, including any review of the affairs
of the Borrowers, shall be deemed to constitute any representation or warranty
by the Administrative Agent to any Lender. Each Lender represents to the
Administrative Agent that it has, independently and without reliance upon the
Administrative Agent or any other Lender, and based on such documents and
information as it has deemed appropriate, made its own appraisal of and
investigation into the business, operations, property, financial and other
condition and creditworthiness of the Borrowers and made its own decision to
make its Loans hereunder and enter into this Agreement. Each Lender also
represents that it will, independently and without reliance upon the
Administrative Agent or any other Lender, and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit analysis, appraisals and decisions in taking or not taking action under
this Agreement, and to make such investigation as it deems necessary to inform
itself as to the business, operations, property, financial and other condition
and creditworthiness of the Borrowers. Except for notices, reports and other
documents expressly required to be furnished to the Lenders by the
Administrative Agent hereunder, the Administrative Agent shall not have any duty
or responsibility to provide any Lender with any credit or other information
concerning the business, operations, property, condition (financial or
otherwise), prospects or creditworthiness of the Borrowers which may come into
the possession of the Administrative Agent or any of its officers, directors,
employees, agents, attorneys-in-fact or affiliates.

         8.7      INDEMNIFICATION.

         The Lenders agree to indemnify the Administrative Agent in its capacity
hereunder (to the extent not reimbursed by the Borrowers and without limiting
the obligation of the Borrowers to do so), ratably according to their respective
Commitment Percentages in effect on the date on which indemnification is sought
under this subsection, from and against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind whatsoever which may at any time (including, without
limitation, at any time following the payment of the Notes) be imposed on,
incurred by or asserted against the Administrative Agent in any way relating to
or arising out of any Credit Document or any documents contemplated by or
referred to herein or therein or the transactions contemplated hereby or thereby
or any action taken or omitted by the Administrative Agent under or in
connection with any of the foregoing; PROVIDED, HOWEVER, that no Lender shall be
liable for the payment of any portion of such liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
to the extent resulting from the Administrative Agent's gross negligence or
willful misconduct. The agreements in this 


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<PAGE>   72

subsection shall survive the termination of this Agreement and payment of the
Notes and all other amounts payable hereunder.

         8.8      ADMINISTRATIVE AGENT IN ITS INDIVIDUAL CAPACITY.

         The Administrative Agent and its affiliates may make loans to, accept
deposits from and generally engage in any kind of business with the Borrowers as
though the Administrative Agent were not the Administrative Agent hereunder.
With respect to its Loans made or renewed by it and any Note issued to it, the
Administrative Agent shall have the same rights and powers under this Agreement
as any Lender and may exercise the same as though it were not the Administrative
Agent, and the terms "Lender" and "Lenders" shall include the Administrative
Agent in its individual capacity.

         8.9      SUCCESSOR ADMINISTRATIVE AGENT.

         The Administrative Agent may resign or be removed as Administrative
Agent upon 30 days' prior notice to the Borrowers and the Lenders. The
Administrative Agent may be removed by the written consent of the Majority
Lenders. If the Administrative Agent shall resign or be removed as
Administrative Agent under this Agreement and the Notes, then the Majority
Lenders shall appoint from among the Lenders a successor agent for the Lenders,
which successor agent shall be approved by the Borrowers, or if the Majority
Lenders cannot agree on a successor within 30 days from the notice of
resignation by the Administrative Agent, the Administrative Agent, with the
approval of the Borrowers, may appoint a bank or trust company with capital and
surplus of at least $500,000,000 as successor Administrative Agent within 30
days thereafter, whereupon such successor agent shall succeed to the rights,
powers and duties of the Administrative Agent, and the term "Administrative
Agent" shall mean such successor agent effective upon such appointment and
approval, and the former Administrative Agent's rights, powers and duties as
Administrative Agent shall be terminated, without any other or further act or
deed on the part of such former Administrative Agent or any of the parties to
this Agreement or any holders of the Notes. After any retiring Administrative
Agent's resignation or renewal as Administrative Agent, the provisions of this
subsection shall inure to its benefit as to any actions taken or omitted to be
taken by it while it was Administrative Agent under this Agreement. Resignation
by the Administrative Agent shall become effective upon appointment of, and
acceptance by, a successor Administrative Agent, or the passage of the
applicable periods without appointment of a successor.


                            SECTION 9. MISCELLANEOUS

         9.1      AMENDMENTS, WAIVERS AND RELEASE OF COLLATERAL.

         Neither this Agreement, nor any of the Notes, nor any of the other
Credit Documents, nor any terms hereof or thereof may be amended, supplemented,
waived or modified except in accordance with the provisions of this subsection.
The Majority Lenders affected thereby may, 


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<PAGE>   73

or, with the written consent of the Majority Lenders affected thereby, the
Administrative Agent may, from time to time, (a) enter into with the Borrowers
written amendments, supplements or modifications hereto and to the other Credit
Documents for the purpose of adding any provisions to this Agreement or the
other Credit Documents or (b) waive, on such terms and conditions as the
Majority Lenders may specify in such instrument, any of the requirements of this
Agreement or the other Credit Documents or any Default or Event of Default and
its consequences; PROVIDED, HOWEVER, that no such waiver and no such amendment,
waiver, supplement, modification or release shall (i) reduce the amount or
extend the scheduled final date of maturity of any Loan or Note or any
installment thereon, or reduce the stated rate of any interest or fee payable
hereunder or extend the scheduled date of any payment thereof or increase the
amount or extend the expiration date of any Lender's Commitment, in each case
without the written consent of each Lender directly affected thereby, or (ii)
amend, modify or waive any provision of this subsection or reduce the percentage
specified in the definition of Majority Lenders, or consent to the assignment or
transfer by the Borrowers of any of its rights and obligations under this
Agreement, in each case without the written consent of all the Lenders, or (iii)
amend, modify or waive any provision of Section 8 without the written consent of
the then Administrative Agent, or (iv) release all or substantially all of the
collateral, if any, or any Guarantor, without the written consent of all of the
Lenders except to the extent such releases are provided for in this Agreement or
the other Credit Documents, including, without limitation, pursuant to Section
6.5(a) hereof. Any such waiver, any such amendment, supplement or modification
and any such release shall apply equally to each of the Lenders and shall be
binding upon the Borrowers, the Lenders, the Administrative Agent and all future
holders of the Notes. In the case of any waiver, the Borrowers, the Lenders and
the Administrative Agent shall be restored to their former position and rights
hereunder and under the outstanding Loans and Notes and other Credit Documents,
and any Default or Event of Default waived shall be deemed to be cured and not
continuing; but no such waiver shall extend to any subsequent or other Default
or Event of Default, or impair any right consequent thereon.

         9.2      NOTICES.

         Except as otherwise provided in Section 2, all notices, requests and
demands to or upon the respective parties hereto to be effective shall be in
writing (including by telecopy), and, unless otherwise expressly provided
herein, shall be deemed to have been duly given or made (a) when delivered by
hand, (b) when transmitted via telecopy (or other facsimile device) on a
Business Day between the hours of 10:00 A.M. and 7:00 P.M. (EST or EDT, as
appropriate) (or on the following Business Day if sent after 7:00 P.M.) to the
number set out herein, (c) the day following the day on which the same has been
delivered prepaid to a reputable national overnight air courier service, or (d)
the third Business Day following the day on which the same is sent by certified
or registered mail, postage prepaid, in each case, addressed as follows in the
case of the Borrowers and the Administrative Agent, and as set forth on SCHEDULE
2.1(A) in the case of the Lenders, or to such other address as may be hereafter
notified by the respective parties hereto and any future holders of the Notes:

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<PAGE>   74

         The Borrowers:             Penton Media, Inc.
                                    Penton Media Limited
                                    1110 Superior Avenue
                                    Cleveland, Ohio  44114
                                    Attn:  Joseph NeCastro, CFO
                                    Telecopier: (216) 696-1752
                                    Telephone:  (216) 931- 9770

         With a copy to:            Preston Vice, SVP and Secretary
                                    Penton Media, Inc.
                                    1110 Superior Avenue
                                    Cleveland, Ohio  44114
                                    Telecopier: (216) 696-1752
                                    Telephone:  (216) 931- 9581

         The Administrative
         Agent:                     First Union National Bank
                                    One First Union Center, TW-4
                                    Charlotte, North Carolina  28288-0608
                                    Attn:  Doug Burnett, Agency Services
                                    Telecopier: (704) 383-0288
                                    Telephone:  (704) 374-2698

         With a copy (other than funding notices) to:

                                    First Union Capital Markets Group
                                    One First Union Center, DC-5
                                    Charlotte, North Carolina  28288-0735
                                    Attn:  George Cole, Managing Director
                                    Telecopier: (704) 374-4105
                                    Telephone:  (704) 374-4092

         9.3      NO WAIVER; CUMULATIVE REMEDIES.

         No failure to exercise and no delay in exercising, on the part of the
Administrative Agent or any Lender, any right, remedy, power or privilege
hereunder shall operate as a waiver thereof; nor shall any single or partial
exercise of any right, remedy, power or privilege hereunder preclude any other
or further exercise thereof or the exercise of any other right, remedy, power or
privilege. The rights, remedies, powers and privileges herein provided are
cumulative and not exclusive of any rights, remedies, powers and privileges
provided by law.



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<PAGE>   75

         9.4      SURVIVAL OF REPRESENTATIONS AND WARRANTIES.

         All representations and warranties made hereunder and in any document,
certificate or statement delivered pursuant hereto or in connection herewith
shall survive the execution and delivery of this Agreement and the Notes and the
making of the Loans, PROVIDED that all such representations and warranties shall
terminate on the date upon which the Commitments have been terminated and all
amounts owing hereunder and under any Notes have been paid in full.

         9.5      PAYMENT OF EXPENSES AND TAXES.

         The Borrowers agree (a) to pay or reimburse the Administrative Agent
for all its reasonable out-of-pocket costs and expenses incurred in connection
with the preparation and execution of, and any amendment, supplement or
modification to, the Credit Documents and any other documents prepared in
connection herewith or therewith, and the consummation and administration of the
transactions contemplated hereby and thereby, together with the reasonable fees
and disbursements of counsel to the Administrative Agent, (b) to pay or
reimburse each Lender and the Administrative Agent for all its costs and
expenses incurred in connection with the enforcement or preservation of any
rights under this Agreement, the Notes and any such other documents, including,
without limitation, the reasonable fees and disbursements of counsel to the
Administrative Agent and to the Lenders (including reasonable allocated costs of
in-house legal counsel), and (c) on demand, to pay, indemnify, and hold each
Lender and the Administrative Agent harmless from, any and all recording and
filing fees and any and all liabilities with respect to, or resulting from any
delay in paying, stamp, excise and other similar taxes, if any, which may be
payable or determined to be payable in connection with the execution and
delivery of, or consummation or administration of any of the transactions
contemplated by, or any amendment, supplement or modification of, or any waiver
or consent under or in respect of, the Credit Documents and any such other
documents, and (d) to pay, indemnify, and hold each Lender and the
Administrative Agent and their affiliates harmless from and against, any and all
other liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind or nature whatsoever with
respect to the execution, delivery, enforcement, performance and administration
of the Credit Documents and any such other Documents and the use, or proposed
use, of proceeds of the Loans (all the foregoing, collectively, the "INDEMNIFIED
LIABILITIES"); PROVIDED, HOWEVER, that the Borrowers shall not have any
obligation hereunder to the Administrative Agent or any Lender with respect to
indemnified liabilities arising from (i) the gross negligence or willful
misconduct of the Administrative Agent or any such Lender, (ii) legal
proceedings commenced against the Administrative Agent or any such Lender by any
security holder or creditor thereof arising out of and based upon rights
afforded such security holder or creditor solely in its capacity as such, (iii)
legal proceedings commenced against the Administrative Agent or any Lender by
any other Lender or the Administrative Agent or its participants or (iv) a
breach of any of the Credit Documents by the Lenders. The agreements in this
subsection shall survive repayment of the Loans, Notes and all other amounts
payable hereunder.



                                       70
<PAGE>   76

         9.6      SUCCESSORS AND ASSIGNS; PARTICIPATIONS; PURCHASING LENDERS.

                  (a) This Agreement shall be binding upon and inure to the
         benefit of the Borrowers, the Lenders, the Administrative Agent, all
         future holders of the Notes and their respective successors and
         assigns, except that the Borrowers may not assign or transfer any of
         its rights or obligations under this Agreement or the other Credit
         Documents without the prior written consent of each Lender.

                  (b) Any Lender may, in the ordinary course of its commercial
         banking business and in accordance with applicable law, at any time
         sell to one or more banks or other entities ("PARTICIPANTS")
         participating interests in any Loan owing to such Lender, any Note held
         by such Lender, any Commitment of such Lender, or any other interest of
         such Lender hereunder, PROVIDED, HOWEVER, that in the case of any
         Participant that is not a bank or savings and loan association, no
         transaction described in this Section 9.6(b) may be consummated until
         such Participant demonstrates to the reasonable satisfaction of the
         Borrowers that such transaction will not constitute a prohibited
         transaction under Section 406 of ERISA or Section 4975 of the Code. In
         the event of any such sale by a Lender of participating interests to a
         Participant, such Lender's obligations under this Agreement to the
         other parties to this Agreement shall remain unchanged, such Lender
         shall remain solely responsible for the performance thereof, such
         Lender shall remain the holder of any such Note for all purposes under
         this Agreement, and the Borrowers and the Administrative Agent shall
         continue to deal solely and directly with such Lender in connection
         with such Lender's rights and obligations under this Agreement. No
         Lender shall transfer or grant any participation under which the
         Participant shall have rights to approve any amendment to or waiver of
         this Agreement or any other Credit Document except to the extent such
         amendment or waiver would (i) extend the final maturity of any Loan or
         Note in which such Participant is participating, or reduce the stated
         rate or extend the time of payment of interest or Fees thereon (except
         in connection with a waiver of interest at the increased post-default
         rate) or reduce the principal amount thereof, or increase the amount of
         the Participant's participation over the amount thereof then in effect
         (it being understood that a waiver of any Default or Event of Default
         shall not constitute a change in the terms of such participation, and
         that an increase in any Commitment or Loan shall be permitted without
         consent of any Participant if the Participant's participation is not
         increased as a result thereof), (ii) except as otherwise expressly
         provided in a Credit Document, release all or substantially all of the
         collateral, if any, or (iii) consent to the assignment or transfer by
         the Borrowers of any of its rights and obligations under this
         Agreement. In the case of any such participation, the Participant shall
         not have any rights under this Agreement or any of the other Credit
         Documents (the Participant's rights against such Lender in respect of
         such participation to be those set forth in the agreement executed by
         such Lender in favor of the Participant relating thereto) and all
         amounts payable by the Borrowers hereunder shall be determined as if
         such Lender had not sold such participation, PROVIDED that each
         Participant shall be entitled to the benefits of Sections 2.13, 2.14
         and 9.5 with respect to its participation in the Commitments and the
         Loans outstanding from time to time; PROVIDED, that no


                                       71
<PAGE>   77

         Participant shall be entitled to receive any greater amount pursuant to
         such subsections than the transferor Lender would have been entitled to
         receive in respect of the amount of the participation transferred by
         such transferor Lender to such Participant had no such transfer
         occurred.

                  (c) Any Lender may, in the ordinary course of its commercial
         banking business and in accordance with applicable law, at any time
         sell or assign to any Lender or any affiliate thereof and, with the
         consent of the Administrative Agent, and, so long as no Event of
         Default has occurred and is continuing, with the consent of the
         Borrowers (in each case, which consent shall not be unreasonably
         withheld), to one or more additional banks or financial institutions
         ("PURCHASING LENDERS"), all or any part of its rights and obligations
         under this Agreement and the Notes in minimum amounts of $5,000,000 and
         minimum increments of $1,000,000 in excess thereof (or, if less, the
         entire amount of such Lender's obligations) if the Purchasing Lender is
         not a Lender hereunder, or with no minimum amount if the Purchasing
         Lender is a Lender hereunder, pursuant to a Commitment Transfer
         Supplement, executed by such Purchasing Lender, such transferor Lender
         (and, in the case of a Purchasing Lender that is not then a Lender or
         an affiliate thereof, by the Administrative Agent and, so long as no
         Event of Default has occurred and is continuing, by the Borrowers), and
         delivered to the Administrative Agent for its acceptance and recording
         in the Register; provided that at no time shall there be more than a
         total of five (5) Lenders. Each such assignment must be of a constant,
         not varying, percentage of all of such Lender's rights and obligations
         hereunder. Upon such execution, delivery, acceptance and recording,
         from and after the Transfer Effective Date specified in such Commitment
         Transfer Supplement, (x) the Purchasing Lender thereunder shall be a
         party hereto and, to the extent provided in such Commitment Transfer
         Supplement, have the rights and obligations of a Lender hereunder with
         a Commitment as set forth therein, and (y) the transferor Lender
         thereunder shall, to the extent provided in such Commitment Transfer
         Supplement, be released from its obligations under this Agreement (and,
         in the case of a Commitment Transfer Supplement covering all or the
         remaining portion of a transferor Lender's rights and obligations under
         this Agreement, such transferor Lender shall cease to be a party
         hereto). Such Commitment Transfer Supplement shall be deemed to amend
         this Agreement to the extent, and only to the extent, necessary to
         reflect the addition of such Purchasing Lender and the resulting
         adjustment of Commitment Percentages arising from the purchase by such
         Purchasing Lender of all or a portion of the rights and obligations of
         such transferor Lender under this Agreement and the Notes. On or prior
         to the Transfer Effective Date specified in such Commitment Transfer
         Supplement, the Borrowers shall execute and deliver to the
         Administrative Agent in exchange for the Note delivered to the
         Administrative Agent pursuant to such Commitment Transfer Supplement a
         new Note to the order of such Purchasing Lender in an amount equal to
         the Commitment assumed by it pursuant to such Commitment Transfer
         Supplement and, unless the transferor Lender has not retained a
         Commitment hereunder, a new Note to the order of the transferor Lender
         in an amount equal to the Commitment retained by it hereunder. Such new
         Note shall be dated the Closing Date and shall otherwise be in the form
         of the Note replaced 


                                       72
<PAGE>   78

         thereby. The Note surrendered by the transferor Lender shall be
         returned by the Administrative Agent to the Borrowers marked
         "canceled".

                  (d) The Administrative Agent shall maintain at its address
         referred to in Section 9.2 a copy of each Commitment Transfer
         Supplement delivered to it and a register (the "REGISTER") for the
         recordation of the names and addresses of the Lenders and the
         Commitment of, and principal amount of the Loans owing to, each Lender
         from time to time. The entries in the Register shall be conclusive, in
         the absence of manifest error, and the Borrowers, the Administrative
         Agent and the Lenders may treat each Person whose name is recorded in
         the Register as the owner of the Loan recorded therein for all purposes
         of this Agreement. The Register shall be available for inspection by
         the Borrowers or any Lender at any reasonable time and from time to
         time upon reasonable prior notice.

                  (e) Upon its receipt of a Commitment Transfer Supplement
         executed by a transferor Lender and a Purchasing Lender (and, in the
         case of a Purchasing Lender that is not then a Lender or an affiliate
         thereof, by the Administrative Agent and, so long as no Event of
         Default has occurred and is continuing, by the Borrowers) together with
         payment to the Administrative Agent (by the transferor Lender or the
         Purchasing Lender, as agreed between them) of a registration and
         processing fee of $3,000 for each Purchasing Lender listed in such
         Commitment Transfer Supplement, and the Notes subject to such
         Commitment Transfer Supplement, the Administrative Agent shall (i)
         accept such Commitment Transfer Supplement, (ii) record the information
         contained therein in the Register and (iii) give prompt notice of such
         acceptance and recordation to the Lenders and the Borrowers.

                  (f) The Borrowers authorize each Lender to disclose to any
         Participant or Purchasing Lender (each, a "TRANSFEREE") and any
         prospective Transferee any and all financial information in such
         Lender's possession concerning the Borrowers and their Affiliates which
         has been delivered to such Lender by or on behalf of the Borrowers
         pursuant to this Agreement or which has been delivered to such Lender
         by or on behalf of the Borrowers in connection with such Lender's
         credit evaluation of the Borrowers and its Affiliates prior to becoming
         a party to this Agreement; in each case subject to Section 9.15.

                  (g) At the time of each assignment pursuant to this Section
         9.6 to a Person which is not already a Lender hereunder and which is
         not a United States person (as such term is defined in Section
         7701(a)(30) of the Code) for Federal income tax purposes, the
         respective assignee Lender shall provide to the Borrowers and the
         Administrative Agent the appropriate Internal Revenue Service Forms
         described in Section 2.13.

                  (h) Nothing herein shall prohibit any Lender from pledging or
         assigning any of its rights under this Agreement (including, without
         limitation, any right to payment of 


                                       73
<PAGE>   79

         principal and interest under any Note) to any Federal Reserve Bank in
         accordance with applicable laws.

         9.7      ADJUSTMENTS; SET-OFF.

                  (a) Each Lender agrees that if any Lender (a "BENEFITTED
         LENDER") shall at any time receive any payment of all or part of its
         Loans, or interest thereon, or receive any collateral in respect
         thereof (whether voluntarily or involuntarily, by set-off, pursuant to
         events or proceedings of the nature referred to in clause (e) of
         Section 7, or otherwise) in a greater proportion than any such payment
         to or collateral received by any other Lender, if any, in respect of
         such other Lender's Loans, or interest thereon, such benefitted Lender
         shall purchase for cash from the other Lenders a participating interest
         in such portion of each such other Lender's Loan, or shall provide such
         other Lenders with the benefits of any such collateral, or the proceeds
         thereof, as shall be necessary to cause such benefitted Lender to share
         the excess payment or benefits of such collateral or proceeds ratably
         with each of the Lenders; PROVIDED, HOWEVER, that if all or any portion
         of such excess payment or benefits is thereafter recovered from such
         benefitted Lender, such purchase shall be rescinded, and the purchase
         price and benefits returned, to the extent of such recovery, but
         without interest. The Borrowers agree that each Lender so purchasing a
         portion of another Lender's Loans may exercise all rights of payment
         (including, without limitation, rights of set-off) with respect to such
         portion as fully as if such Lender were the direct holder of such
         portion.

                  (b) In addition to any rights and remedies of the Lenders
         provided by law (including, without limitation, other rights of
         set-off), each Lender shall have the right, without prior notice to the
         Borrowers, any such notice being expressly waived by the Borrowers to
         the extent permitted by applicable law, upon the occurrence of any
         Event of Default, to setoff and appropriate and apply any and all
         deposits (general or special, time or demand, provisional or final), in
         any currency, and any other credits, indebtedness or claims, in any
         currency, in each case whether direct or indirect, absolute or
         contingent, matured or unmatured, at any time held or owing by such
         Lender or any branch or agency thereof to or for the credit or the
         account of the Borrowers, or any part thereof in such amounts as such
         Lender may elect, against and on account of the obligations and
         liabilities of the Borrowers to such Lender hereunder and claims of
         every nature and description of such Lender against the Borrowers, in
         any currency, whether arising hereunder, under the Notes or under any
         documents contemplated by or referred to herein or therein, as such
         Lender may elect, whether or not such Lender has made any demand for
         payment and although such obligations, liabilities and claims may be
         contingent or unmatured. The aforesaid right of set-off may be
         exercised by such Lender against the Borrowers or against any trustee
         in bankruptcy, debtor in possession, assignee for the benefit of
         creditors, receiver or execution, judgment or attachment creditor of
         the Borrowers, or against anyone else claiming through or against the
         Borrowers or any such trustee in bankruptcy, debtor in possession,
         assignee for the benefit of creditors, receiver, or execution, judgment
         or attachment creditor, notwithstanding the fact that such right of


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<PAGE>   80

         set-off shall not have been exercised by such Lender prior to the
         occurrence of any Event of Default. Each Lender agrees promptly to
         notify the Borrowers and the Administrative Agent after any such
         set-off and application made by such Lender; PROVIDED, HOWEVER, that
         the failure to give such notice shall not affect the validity of such
         set-off and application.

         9.8      TABLE OF CONTENTS AND SECTION HEADINGS.

         The table of contents and the Section and subsection headings herein
are intended for convenience only and shall be ignored in construing this
Agreement.

         9.9      COUNTERPARTS.

         This Agreement may be executed by one or more of the parties to this
Agreement on any number of separate counterparts, and all of said counterparts
taken together shall be deemed to constitute one and the same instrument. A set
of the copies of this Agreement signed by all the parties shall be lodged with
the Borrowers and the Administrative Agent.

         9.10     SEVERABILITY.

         Any provision of this Agreement which is prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

         9.11     INTEGRATION.

         This Agreement, the Notes and the other Credit Documents represent the
agreement of the Borrowers, the Administrative Agent and the Lenders with
respect to the subject matter hereof, and there are no promises, undertakings,
representations or warranties by the Administrative Agent, the Borrowers or any
Lender relative to the subject matter hereof not expressly set forth or referred
to herein or in the Notes. Upon execution and delivery of this Agreement, except
with respect to the payment of Fees, the Commitment Letter shall cease to be of
any further force and effect.

         9.12     GOVERNING LAW.

         This Agreement and the Notes and the rights and obligations of the
parties under this Agreement and the Notes shall be governed by, and construed
and interpreted in accordance with, the law of the State of New York.



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<PAGE>   81

         9.13     CONSENT TO JURISDICTION AND SERVICE OF PROCESS.

         All judicial proceedings brought against the Borrowers and/or any other
Credit Party with respect to this Agreement, any Note or any of the other Credit
Documents may be brought in the courts of the State of North Carolina in
Mecklenburg County or of the United States for the Western District of North
Carolina and, by execution and delivery of this Agreement, each of the Borrowers
and the other Credit Parties accepts, for itself and in connection with its
properties, generally and unconditionally, the non-exclusive jurisdiction of the
aforesaid courts and irrevocably agrees to be bound by any final judgment
rendered thereby in connection with this Agreement from which no appeal has been
taken or is available. Each of the Borrowers and the other Credit Parties
irrevocably agrees that all service of process in any such proceedings in any
such court may be effected by mailing a copy thereof by registered or certified
mail (or any substantially similar form of mail), postage prepaid, to it at its
address set forth in Section 9.2 or at such other address of which the Agent
shall have been notified pursuant thereto, such service being hereby
acknowledged by the each of the Borrowers and the other Credit Parties to be
effective and binding service in every respect. Each of the Borrowers, the other
Credit Parties, the Agent and the Lenders irrevocably waives any objection,
including, without limitation, any objection to the laying of venue or based on
the grounds of forum non conveniens which it may now or hereafter have to the
bringing of any such action or proceeding in any such jurisdiction. Nothing
herein shall affect the right to serve process in any other manner permitted by
law or shall limit the right of any Lender or the Agent to bring proceedings
against the Borrowers or the other Credit Parties in the court of any other
jurisdiction.

         9.14     ARBITRATION.

                  (a) Notwithstanding the provisions of Section 9.13 to the
         contrary, upon demand of any party hereto, whether made before or after
         institution of any judicial proceeding (but in no event more than 90
         days after the institution of any such judicial proceeding), any
         dispute, claim or controversy arising out of, connected with or
         relating to this Agreement and other Credit Documents ("Disputes")
         between or among parties to this Agreement shall be resolved by binding
         arbitration as provided herein. Institution of a judicial proceeding by
         a party does not waive the right of that party to demand arbitration
         hereunder. Disputes may include, without limitation, tort claims,
         counterclaims, disputes as to whether a matter is subject to
         arbitration, claims arising from Credit Documents executed in the
         future, or claims arising out of or connected with the transaction
         reflected by this Agreement.

                  Arbitration shall be conducted under and governed by the
         Commercial Arbitration Rules (the "Arbitration Rules") of the American
         Arbitration Association (the "AAA") and Title 9 of the U.S. Code as
         currently in effect. All arbitration hearings shall be conducted in
         Charlotte, North Carolina. A hearing shall begin within 90 days of
         demand for arbitration and all hearings shall be concluded within 120
         days of demand for arbitration. These time limitations may not be
         extended unless a party shows cause for extension and then no more than
         a total extension of 60 days. The expedited procedures


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<PAGE>   82

         set forth in Rule 51 ET SEQ. of the Arbitration Rules shall be
         applicable to claims of less than $1,000,000. All applicable statutes
         of limitation shall apply to any Dispute. A judgment upon the award may
         be entered in any court having jurisdiction. Arbitrators shall be
         licensed attorneys selected from the Commercial Financial Dispute
         Arbitration Panel of the AAA. The parties hereto do not waive
         applicable Federal or state substantive law except as provided herein.
         Notwithstanding the foregoing, this arbitration provision does not
         apply to disputes under or related to Interest Rate Protection
         Agreements.

                  (b) Notwithstanding the preceding binding arbitration
         provisions, the Agent, the Lenders, the Borrowers and the other Credit
         Parties agree to preserve, without diminution, certain remedies that
         the Agent on behalf of the Lenders may employ or exercise freely,
         independently or in connection with an arbitration proceeding or after
         an arbitration action is brought. The Agent on behalf of the Lenders
         shall have the right to proceed in any court of proper jurisdiction or
         by self-help to exercise or prosecute the following remedies, as
         applicable (i) all rights of self-help including peaceful occupation of
         real property and collection of rents, set-off, and peaceful possession
         of personal property; and (ii) obtaining provisional or ancillary
         remedies including injunctive relief, sequestration, garnishment,
         attachment, appointment of receiver and filing an involuntary
         bankruptcy proceeding. Preservation of these remedies does not limit
         the power of an arbitrator to grant similar remedies that may be
         requested by a party in a Dispute. Any claim or controversy with regard
         to any party's entitlement to such remedies is a Dispute.

                  (c) The parties hereto agree that they shall not have a remedy
         of punitive or exemplary damages against the other in any Dispute and
         hereby waive any right or claim to punitive or exemplary damages they
         have now or which may arise in the future in connection with any
         Dispute whether the Dispute is resolved by arbitration or judicially.

                  (d) By execution and delivery of this Agreement, each of the
         parties hereto accepts, for itself and in connection with its
         properties, generally and unconditionally, the non-exclusive
         jurisdiction relating to any arbitration proceedings conducted under
         the Arbitration Rules in Charlotte, North Carolina and irrevocably
         agrees to be bound by any final judgment rendered thereby in connection
         with this Agreement from which no appeal has been taken or is
         available.

         9.15     CONFIDENTIALITY.

         The Administrative Agent and each of the Lenders agrees that it will
use reasonable and customary efforts not to disclose without the prior consent
of the Borrowers (other than to its employees, Subsidiaries, Affiliates,
auditors or counsel or to another Lender) any information with respect to the
Borrowers and their Subsidiaries which is furnished pursuant to this Agreement,
any other Credit Document or any documents contemplated by or referred to herein
or therein and which is designated by the Borrowers to the Lenders in writing as
confidential or as to which it is otherwise reasonably clear such information is
not public, except that any Lender may disclose any such information (a) as has
become generally available to the public


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<PAGE>   83

other than by a breach of this Section 9.15, (b) as may be required or
appropriate in any report, statement or testimony submitted to any municipal,
state or federal regulatory body having or claiming to have jurisdiction over
such Lender or to the Federal Reserve Board or the Federal Deposit Insurance
Corporation or the OCC or similar organizations (whether in the United States or
elsewhere) or their successors or the National Association of Insurance
Commissioners, (c) as may be required or appropriate in response to any summons
or subpoena or any law, order, regulation or ruling applicable to such Lender or
(d) to any prospective Participant or assignee in connection with any
contemplated transfer pursuant to Section 9.6, PROVIDED that such prospective
transferee shall have been made aware of this Section 9.15 and shall have agreed
to be bound by its provisions as if it were a party to this Agreement.

         9.16     ACKNOWLEDGMENTS.

         The Borrowers hereby acknowledge that:

                  (a) each has been advised by counsel in the negotiation,
         execution and delivery of each Credit Document;

                  (b) neither the Administrative Agent nor any Lender has any
         fiduciary relationship with or duty to either of the Borrowers arising
         out of or in connection with this Agreement and the relationship
         between Administrative Agent and Lenders, on one hand, and the
         Borrowers, on the other hand, in connection herewith is solely that of
         debtor and creditor; and

                  (c) no joint venture exists among the Lenders or among either
         of the Borrowers and the Lenders.


                              SECTION 10. GUARANTY

         10.1     THE GUARANTY.

         In order to induce the Lenders to enter into this Agreement and to
extend credit hereunder and in recognition of the direct benefits to be received
by the Guarantors from the Loans hereunder, each of the Guarantors hereby agrees
with the Administrative Agent and the Lenders as follows: each Guarantor hereby
unconditionally and irrevocably jointly and severally guarantees as primary
obligor and not merely as surety the full and prompt payment when due, whether
upon maturity, by acceleration or otherwise, of any and all indebtedness of the
Borrowers to the Administrative Agent and the Lenders and all other Obligations
of the Borrowers and the other Credit Parties hereunder (excluding in the case
of Penton USA, in its capacity as a Guarantor, any obligations of Penton USA
under this Credit Agreement or the Notes, in its capacity as a Borrower). If any
or all of the indebtedness of the Borrowers to the Administrative Agent and the
Lenders becomes due and payable hereunder, each Guarantor unconditionally
promises to pay such indebtedness to the Administrative Agent and the Lenders,


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<PAGE>   84

or order, on demand, together with any and all reasonable expenses which may be
incurred by the Administrative Agent or the Lenders in collecting any of the
indebtedness. The word "indebtedness" is used in this Section 10 in its most
comprehensive sense and includes any and all advances, debts, obligations and
liabilities of the Borrowers arising in connection with this Agreement, in each
case, heretofore, now, or hereafter made, incurred or created, whether
voluntarily or involuntarily, absolute or contingent, liquidated or
unliquidated, determined or undetermined, whether or not such indebtedness is
from time to time reduced, or extinguished and thereafter increased or incurred,
whether the Borrowers may be liable individually or jointly with others, whether
or not recovery upon such indebtedness may be or hereafter become barred by any
statute of limitations, and whether or not such indebtedness may be or hereafter
become otherwise unenforceable.

         Notwithstanding any provision to the contrary contained herein or in
any other of the Credit Documents, to the extent the obligations of a Guarantor
shall be adjudicated to be invalid or unenforceable for any reason (including,
without limitation, because of any applicable state or federal law relating to
fraudulent conveyances or transfers) then the obligations of each such Guarantor
hereunder shall be limited to the maximum amount that is permissible under
applicable law (whether federal or state and including, without limitation, the
Bankruptcy Code).

         10.2     BANKRUPTCY.

         Additionally, each of the Guarantors unconditionally and irrevocably
guarantees jointly and severally the payment of any and all indebtedness of the
Borrowers to the Lenders whether or not due or payable by the Borrowers upon the
occurrence of any of the events specified in Section 7(a), and unconditionally
promises to pay such indebtedness to the Administrative Agent for the account of
the Lenders, or order, on demand, in lawful money of the United States. Each of
the Guarantors further agrees that to the extent that the Borrowers or a
Guarantor shall make a payment or a transfer of an interest in any property to
the Administrative Agent or any Lender, which payment or transfer or any part
thereof is subsequently invalidated, declared to be fraudulent or preferential,
or otherwise is avoided, and/or required to be repaid to the Borrowers or a
Guarantor, the estate of the Borrowers or a Guarantor, a trustee, receiver or
any other party under any bankruptcy law, state or federal law, common law or
equitable cause, then to the extent of such avoidance or repayment, the
obligation or part thereof intended to be satisfied shall be revived and
continued in full force and effect as if said payment had not been made.

         10.3     NATURE OF LIABILITY.

         The liability of each Guarantor hereunder is exclusive and independent
of any security for or other guaranty of the indebtedness of the Borrowers
whether executed by any such Guarantor, any other guarantor or by any other
party, and no Guarantor's liability hereunder shall be affected or impaired by
(a) any direction as to application of payment by the Borrowers or by any other
party, or (b) any other continuing or other guaranty, undertaking or maximum
liability of a guarantor or of any other party as to the indebtedness of the
Borrowers, or (c) any payment on or in reduction of any such other guaranty or
undertaking, or (d) any dissolution, termination or 


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<PAGE>   85

increase, decrease or change in personnel by the Borrowers, or (e) any payment
made to the Administrative Agent or the Lenders on the indebtedness which the
Administrative Agent or such Lenders repay the Borrowers pursuant to court order
in any bankruptcy, reorganization, arrangement, moratorium or other debtor
relief proceeding, and each of the Guarantors waives any right to the deferral
or modification of its obligations hereunder by reason of any such proceeding.

         10.4     INDEPENDENT OBLIGATION.

         The obligations of each Guarantor hereunder are independent of the
obligations of any other guarantor or the Borrowers, and a separate action or
actions may be brought and prosecuted against each Guarantor whether or not
action is brought against any other guarantor or the Borrowers and whether or
not any other Guarantor or the Borrowers is joined in any such action or
actions.

         10.5     AUTHORIZATION.

         Each of the Guarantors authorizes the Administrative Agent and each
Lender without notice or demand (except as shall be required by applicable
statute and cannot be waived), and without affecting or impairing its liability
hereunder, from time to time to (a) renew, compromise, extend, increase,
accelerate or otherwise change the time for payment of, or otherwise change the
terms of the indebtedness or any part thereof in accordance with this Agreement,
including any increase or decrease of the rate of interest thereon, (b) take and
hold security from any guarantor or any other party for the payment of this
Guaranty or the indebtedness and exchange, enforce waive and release any such
security, (c) apply such security and direct the order or manner of sale thereof
as the Administrative Agent and the Lenders in their discretion may determine
and (d) release or substitute any one or more endorsers, guarantors, the
Borrowers or other obligors.

         10.6     RELIANCE.

         It is not necessary for the Administrative Agent or the Lenders to
inquire into the capacity or powers of the Borrowers or the officers, directors,
partners or Administrative Agents acting or purporting to act on its behalf, and
any indebtedness made or created in reliance upon the professed exercise of such
powers shall be guaranteed hereunder.

         10.7     WAIVER.

                  (a) Each of the Guarantors waives any right (except as shall
         be required by applicable statute and cannot be waived) to require the
         Administrative Agent or any Lender to (i) proceed against the
         Borrowers, any other guarantor or any other party, (ii) proceed against
         or exhaust any security held from the Borrowers, any other guarantor or
         any other party, or (iii) pursue any other remedy in the Administrative
         Agent's or any Lender's power whatsoever. Each of the Guarantors waives
         any defense based on or 


                                       80
<PAGE>   86

         arising out of any defense of the Borrowers, any other guarantor or any
         other party other than payment in full of the indebtedness, including
         without limitation any defense based on or arising out of the
         disability of the Borrowers, any other guarantor or any other party, or
         the unenforceability of the indebtedness or any part thereof from any
         cause, or the cessation from any cause of the liability of the
         Borrowers other than payment in full of the indebtedness. The
         Administrative Agent or any of the Lenders may, at their election,
         foreclose on any security held by the Administrative Agent or a Lender
         by one or more judicial or nonjudicial sales, whether or not every
         aspect of any such sale is commercially reasonable (to the extent such
         sale is permitted by applicable law), or exercise any other right or
         remedy the Administrative Agent and any Lender may have against the
         Borrowers or any other party, or any security, without affecting or
         impairing in any way the liability of any Guarantor hereunder except to
         the extent the indebtedness has been paid. Each of the Guarantors
         waives any defense arising out of any such election by the
         Administrative Agent and each of the Lenders, even though such election
         operates to impair or extinguish any right of reimbursement or
         subrogation or other right or remedy of the Guarantors against the
         Borrowers or any other party or any security.

                  (b) Each of the Guarantors waives all presentments, demands
         for performance, protests and notices, including without limitation
         notices of nonperformance, notice of protest, notices of dishonor,
         notices of acceptance of this Guaranty, and notices of the existence,
         creation or incurring of new or additional indebtedness. Each Guarantor
         assumes all responsibility for being and keeping itself informed of the
         Borrowers' financial condition and assets, and of all other
         circumstances bearing upon the risk of nonpayment of the indebtedness
         and the nature, scope and extent of the risks which such Guarantor
         assumes and incurs hereunder, and agrees that neither the
         Administrative Agent nor any Lender shall have any duty to advise such
         Guarantor of information known to it regarding such circumstances or
         risks.

                  (c) Each of the Guarantors hereby agrees it will not exercise
         any rights of subrogation which it may at any time otherwise have as a
         result of this Guaranty (whether contractual, under Section 509 of the
         U.S. Bankruptcy Code, or otherwise) to the claims of the Lenders
         against the Borrowers or any other guarantor of the indebtedness of the
         Borrowers owing to the Lenders (collectively, the "OTHER PARTIES") and
         all contractual, statutory or common law rights of reimbursement,
         contribution or indemnity from any Other Party which it may at any time
         otherwise have as a result of this Guaranty until such time as the
         Loans hereunder shall have been paid and the Commitments have been
         terminated. Each of the Guarantors hereby further agrees not to
         exercise any right to enforce any other remedy which the Administrative
         Agent and the Lenders now have or may hereafter have against any Other
         Party, any endorser or any other guarantor of all or any part of the
         indebtedness of the Borrowers and any benefit of, and any right to
         participate in, any security or collateral given to or for the benefit
         of the Lenders to secure payment of the indebtedness of the Borrowers
         until such time as the Loans hereunder shall have been paid and the
         Commitments have been terminated.



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<PAGE>   87

         10.8     LIMITATION ON ENFORCEMENT.

         The Lenders agree that this Guaranty may be enforced only by the action
of the Administrative Agent acting upon the instructions of the Majority Lenders
and that no Lender shall have any right individually to seek to enforce or to
enforce this Guaranty, it being understood and agreed that such rights and
remedies may be exercised by the Administrative Agent for the benefit of the
Lenders upon the terms of this Agreement. The Lenders further agree that this
Guaranty may not be enforced against any director, officer, employee or
stockholder of the Guarantors.

         10.9     CONFIRMATION OF PAYMENT.

         The Administrative Agent and the Lenders will, upon request after
payment of the indebtedness and obligations which are the subject of this
Guaranty and termination of the commitments relating thereto, confirm to the
Borrowers, the Guarantors or any other Person that such indebtedness and
obligations have been paid and the commitments relating thereto terminated,
subject to the provisions of Section 10.2.

                  [Remainder of page intentionally left blank]





                                       82
<PAGE>   88


         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered by its proper and duly authorized officers as of the
day and year first above written.

BORROWERS:                          PENTON MEDIA, INC.,
                                    A DELAWARE CORPORATION

                                    BY:   /S/ DANIEL J. RAMELLA
                                    NAME:  DANIEL J. RAMELLA
                                    TITLE: PRESIDENT AND CHIEF OPERATING OFFICER


                                    PENTON MEDIA LIMITED,
                                    AN ENGLISH LIMITED LIABILITY COMPANY

                                    BY:  /S/ DANIEL J. RAMELLA
                                    NAME:  DANIEL J. RAMELLA
                                    TITLE:  DIRECTOR


SUBSIDIARY GUARANTORS:              CURTIN & PEASE/PENECO, INC.
                                    A FLORIDA CORPORATION

                                    BY: /S/ DANIEL J. RAMELLA
                                    NAME:  DANIEL J. RAMELLA
                                    TITLE:  VICE PRESIDENT


                                    D-M ACQUISITION CORP.,
                                    AN ILLINOIS CORPORATION

                                    BY:  /S/ WILLIAM ZIMMERMAN
                                    NAME:  WILLIAN ZIMMERMAN
                                    TITLE:SECRETARY

<PAGE>   89



AGENTS AND LENDERS:                 FIRST UNION NATIONAL BANK,
                                    AS ADMINISTRATIVE AGENT AND AS A LENDER

                                    BY:  /S/ BRUCE W. LOFTON
                                    NAME:  BRUCE W. LOFTON
                                    TITLE: SENIOR VICE PRESIDENT


                                    KEY CORPORATE CAPITAL INC.,
                                    AS CO-AGENT AND AS A LENDER

                                    BY: /S/ KENNETH J. KEELER
                                    NAME:  KENNETH J. KEELER
                                    TITLE:  SENIOR PORTFOLIO MANAGER