<PAGE>
                                                                    EXHIBIT 99.1


                                 AMENDMENT NO. 2

                  TO THE AMENDED AND RESTATED CREDIT AGREEMENT

            AMENDMENT NO. 2 dated as of November 9, 2001 (this "AMENDMENT")
among Key3Media Group, Inc., a Delaware corporation (the "BORROWER"), the banks,
financial institutions and other institutional lenders party to the Amended and
Restated Credit Agreement (as hereinafter defined) and Morgan Stanley Senior
Funding, Inc., as Administrative Agent (the "ADMINISTRATIVE AGENT").


                             PRELIMINARY STATEMENTS

(1) The Borrower has entered into an Amended and Restated Credit Agreement (as
amended, amended and restated or otherwise modified to date, the "CREDIT
AGREEMENT"), dated as of June 26, 2001, among the Borrower, the Guarantors, the
Initial Lender Parties, Morgan Stanley Senior Funding, Inc., as Lead Arranger
and Administrative Agent, Morgan Stanley & Co. Incorporated, as Collateral
Agent, The Bank of New York, as Syndication Agent, UBS Warburg LLC, as
Documentation Agent, and Fleet National Bank and BNP Paribas, each as a
Co-Documentation Agent, for the Lender Parties. Capitalized terms not otherwise
defined in this Amendment shall have the same meanings as specified in the
Credit Agreement.

(2) The Borrower has requested and the Lender Parties have agreed to amend the
Credit Agreement as follows:

            SECTION 1. Amendments to the Credit Agreement. Subject to the
satisfaction of the conditions precedent set forth in Section 2 hereof, the
Credit Agreement is, effective as of the date hereof, hereby amended as follows:

            (a) Article I "Definitions and Accounting Terms" shall be amended by
      adding the following new definitions in the proper alphabetical order:

                  "CONVERTIBLE PREFERRED STOCK" means the Series A and Series B
            convertible preferred stock of the Borrower.

                  "FIXED CHARGE COVERAGE RATIO" means, at any date of
            determination, the ratio of (a) Consolidated EBITDA to (b) the sum
            of (i) interest payable on, and amortization of debt discount in
            respect of, all Debt for Borrowed Money, plus (ii) income taxes that
            have been paid in cash to the taxing authority of the United States
            of America or any State thereof plus (iii) Capital Expenditures, in
            each case, of or by the Borrower and its Restricted Subsidiaries
            during the four consecutive fiscal quarters most recently ended for
            which financial statements are required to be delivered to the
            Lenders pursuant to Section 5.03(b) or (c), as the case may be
            (whether or not such financial statements are delivered); provided,
            however, that clause (b) (i) shall be calculated after giving effect
            on a pro forma basis to the Advances as if such Advances had been
            incurred on the first day of such four fiscal quarter period;
            provided further that for purposes of calculating the Fixed Charge
            Coverage Ratio, the term "Capital Expenditures" shall not exceed at
            any time $5,000,000.

            (b) Section 5.02(g) "Restricted Payments" shall be amended by (A)
      inserting the phrase "or (iii)" immediately before the word "below" in the
      tenth line thereof, (B) deleting the
<PAGE>
      word "and" after the end of clause (i) thereof, (C) deleting the
      punctuation mark "." at the end of clause (ii) thereof and adding the
      phrase ", and" thereto, and (D) adding a new clause (iii) thereto to read
      as follows:

                  "(iii) the Borrower may issue Equity Interests including the
            Convertible Preferred Stock."

            (c) Section 5.04 "Financial Covenants" is amended by inserting
      immediately preceding clause (a) thereof the following text:

                  "(a) Fixed Charge Coverage Ratio. Maintain at all times a
                  Fixed Charge Coverage Ratio of not less than 1.1:1.

                  (b) Senior Debt Limitation. Maintain at all times an aggregate
                  principal amount of Consolidated Senior Debt for Borrowed
                  Money of the Borrower and its Restricted Subsidiaries not in
                  excess of $120,000,000.

                  (c) Total Debt Limitation. Maintain at all times an aggregate
                  principal amount of Consolidated Debt for Borrowed Money of
                  the Borrower and its Restricted Subsidiaries not in excess of
                  $410,000,000.

                  (d) Maximum Capital Expenditures. Not make any Capital
                  Expenditure in any fiscal quarter which, in addition to the
                  amount expended, in the case of the fiscal quarter ended
                  December 31, 2001, the two previous fiscal quarters, and in
                  the case of any fiscal quarter thereafter, the three previous
                  fiscal quarters, would cause the aggregate of all such Capital
                  Expenditures to exceed $15,000,000 for such three or four
                  fiscal quarters, as the case may be; provided, however, that
                  if any Investment pursuant to Section 5.02(f)(viii) shall have
                  occurred during such three or four fiscal quarter period, as
                  the case may be, (x) such Investment shall be deemed to have
                  occurred at the beginning of such three or four fiscal quarter
                  period, as the case may be, and (y) the amount specified above
                  shall increase by an amount equal to the Capital Expenditures
                  made by the acquired Subsidiary during the portion of such
                  three or four fiscal quarter period, as the case may be, that
                  precedes the date of such Investment.

                  provided, however, if, at the end of each of two consecutive
                  fiscal quarters, Consolidated EBITDA of the Borrower and its
                  Restricted Subsidiaries during the four consecutive fiscal
                  quarters then ended (as set forth in the financial statements
                  required to be delivered for such fiscal quarter) is in excess
                  of $85,000,000 (the "EBITDA Event"), then the Borrower shall
                  no longer be subject to the financial covenants set forth in
                  clauses (a), (b) (c) and (d) above, but shall be subject to,
                  commencing with the immediately succeeding fiscal quarter, the
                  financial covenants set forth in clauses (a), (b) and (c)
                  below which in no instance shall be applicable until the
                  occurrence of the EBITDA Event. For purposes of clarification
                  and for the avoidance of doubt it is understood that so long
                  as clauses (a), (b), (c) and (d) set forth above shall be
                  applicable, then clauses (a), (b) and (c) set forth below
                  shall not be applicable, and at such time as provided herein
                  that clauses (a), (b) and (c) set forth below shall become
                  applicable, then clauses (a), (b), (c) and (d) set forth above
                  shall no longer be applicable."

            SECTION 2. Conditions to Effectiveness to this Amendment. This
Amendment shall become effective as of the date first above written (the
"EFFECTIVE DATE") when and only when each of the following conditions has been
satisfied:
<PAGE>
                  (a) The Administrative Agent shall have received counterparts
            of (i) this Amendment executed by the Borrower, the Required Lenders
            or, as to any of such Required Lenders, advice satisfactory to the
            Administrative Agent that such Required Lender has executed this
            Amendment, and (ii) the Consent attached hereto executed by the
            Guarantor.

                  (b) The representations and warranties set forth in Section
            4.01 of the Credit Agreement shall be correct in all material
            respects on and as of the Effective Date.

                  (c) No event shall have occurred and be continuing or shall
            result from the effectiveness of this Amendment that constitutes a
            Default.

                  (d) the Borrower shall have received gross proceeds from the
            issuance of the Convertible Preferred Stock or common stock of the
            Borrower in an aggregate amount of not less than $50,000,000;

                  (e) (i) the Borrower shall have prepaid pursuant to Section
            2.06 an outstanding aggregate principal amount of Revolving Credit
            Advances of not less than $30,000,000 together with accrued interest
            and any amounts pursuant to Section 9.04(c) of the Credit Agreement,
            and (ii) the Administrative Agent shall have received a notice from
            the Borrower pursuant to Section 2.05(a) reducing the Unused
            Revolving Credit Commitments by an amount not less than $30,000,000;
            provided, however, if an aggregate principal amount of not less than
            $10,000,000 of Subordinated Notes shall not have been converted to
            Equity Interests, then the references to $30,000,000 in clauses (i)
            and (ii) above shall be $40,000,000.

            SECTION 3. Reference to and Effect on the Loan Documents. (a) On and
after the Effective Date:

                  (a) Each reference in the Credit Agreement to "this
            Agreement", "hereunder", "hereof" or words of like import referring
            to the Credit Agreement, and each reference in the Notes and each of
            the other Loan Documents to "the Credit Agreement", "thereunder",
            "thereof" or words of like import referring to the Credit Agreement,
            shall mean and be a reference to the Credit Agreement, as amended
            and otherwise modified by this Amendment.

                  (b) The Credit Agreement and each of the other Loan Documents
            are and shall continue to be in full force and effect and are hereby
            in all respects ratified and confirmed, except to the extent of the
            amendments specifically provided herein.

                  (c) The execution, delivery and effectiveness of this
            Amendment shall not operate as a waiver of any right, power or
            remedy of the Secured Parties or the Administrative Agent under the
            Credit Agreement, nor constitute a waiver of any provision of the
            Credit Agreement.

            SECTION 4. Costs and Expenses. The Borrower hereby agrees to pay,
upon demand, all of the reasonably and properly documented costs and expenses of
the Administrative Agent (including, without limitation, the reasonable fees and
expenses of counsel for the Administrative Agent) in connection with the
preparation, execution, and delivery of this Amendment and the other
instruments, agreements and documents delivered or to be delivered hereunder.

            SECTION 5. Execution in Counterparts. This Amendment may be executed
in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same
<PAGE>
agreement. Delivery of an executed counterpart of a signature page to this
Amendment shall be effective as delivery of an original executed counterpart of
this Amendment.

            SECTION 6. Governing Law. This Amendment shall be governed by, and
construed in accordance with, the laws of the State of New York.


                     [REMAINDER OF PAGE INTENTIONALLY BLANK]
<PAGE>
      IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers, thereunto duly authorized, as of the date
first written above.

                                        KEY3MEDIA GROUP, INC.



                                        By
                                          --------------------------------------
                                             Name:
                                             Title:
<PAGE>
                                        MORGAN STANLEY SENIOR
                                             FUNDING, INC.,
                                             as Administrative Agent


                                        By
                                          --------------------------------------
                                             Name:
                                             Title:
<PAGE>
                                        MORGAN STANLEY & CO.
                                             INCORPORATED,
                                             as Collateral Agent

                                        By
                                          --------------------------------------
                                             Name:
                                             Title:
<PAGE>
INITIAL LENDERS

                                        MORGAN STANLEY SENIOR
                                             FUNDING, INC.


                                        By
                                          --------------------------------------
                                             Name:
                                             Title:
<PAGE>
                                        THE BANK OF NEW YORK


                                        By
                                          --------------------------------------
                                             Name:
                                             Title:
<PAGE>
                                        BNP PARIBAS


                                        By
                                          --------------------------------------
                                             Name:
                                             Title:



                                        By
                                          --------------------------------------
                                             Name:
                                             Title:
<PAGE>
                                        WELLS FARGO BANK, N.A.


                                        By
                                          --------------------------------------
                                             Name:
                                             Title:
<PAGE>
                                        U.S. BANK NATIONAL ASSOCIATION


                                        By
                                          --------------------------------------
                                             Name:
                                             Title:
<PAGE>
                                        UBS AG, STAMFORD BRANCH


                                        By
                                          --------------------------------------
                                             Name:
                                             Title:
<PAGE>
                                        FLEET NATIONAL BANK


                                        By
                                          --------------------------------------
                                             Name:
                                             Title:
<PAGE>
INITIAL ISSUING BANK

                                        MORGAN STANLEY SENIOR
                                             FUNDING, INC.


                                        By
                                          --------------------------------------
                                             Name:
                                             Title:
<PAGE>
                                     CONSENT

                                                    Dated as of November 9, 2001



            Reference is made to Amendment No. 2 dated as of November 9, 2001
(the "AMENDMENT") among Key3Media Group, Inc., a Delaware corporation (the
"BORROWER"), the banks, financial institutions and other institutional lenders
parties to the Credit Agreement (collectively, the "LENDERS"), and Morgan
Stanley Senior Funding, Inc., as Administrative Agent (the "AGENT"). Capitalized
terms not otherwise defined in the Amendment shall have the same meanings as
specified in the Credit Agreement.

            Each of the undersigned, in its capacity as a Guarantor under the
Guaranty set forth in Article VII of the Amended and Restated Credit Agreement
dated June 26, 2001 (the "GUARANTY") in favor of the Secured Parties referred to
therein, hereby consents to the execution, delivery and performance of the
Amendment and agrees that:

            (a) Notwithstanding the effectiveness of this Amendment, the
      Guaranty is, and shall continue to be, in full force and effect and is
      hereby ratified and confirmed in all respects, except that, on and after
      the effectiveness of this Amendment, each reference in the Guaranty to the
      "the Credit Agreement", "thereunder", "thereof", "therein" or words of
      like import referring to the Credit Agreement shall mean and be a
      reference to the Credit Agreement, as amended and otherwise modified by
      the Amendment.

            (b) The Collateral Documents to which such Guarantor is a party and
      all of the Collateral described therein do, and shall continue to, secure
      payment of all of the Secured Obligations (in each case as defined
      therein).

            This Consent shall be governed by, and construed in accordance with,
the laws of the State of New York.

            Delivery of an executed counterpart of a signature page of this
Consent by telecopier shall be effective as the delivery of an original executed
counterpart of this Consent.


                                        KEY3MEDIA EVENTS, INC.


                                        By
                                          --------------------------------------
                                             Name:
                                             Title:
<PAGE>
                                        KEY3MEDIA ADVERTISING, INC.


                                        By
                                          --------------------------------------
                                             Name:
                                             Title:



                                        KEY3MEDIA BCR EVENTS, INC.


                                        By
                                          --------------------------------------
                                             Name:
                                             Title:



                                        KEY3MEDIA VON EVENTS, INC.


                                        By
                                          --------------------------------------
                                             Name:
                                             Title: