EX-10.1



 







EXECUTION COPY




Exhibit 10.1




July 11, 2006





Penton Media, Inc.

1300 East 9th Street

Cleveland, Ohio 44114





			
	Attn:	 	Mr. David B. Nussbaum, Chief Executive Officer

Mr. Preston Vice, Chief Financial Officer




Dear David and Preston:




          As you know, the Board of Directors (the “Board”) of Penton Media, Inc. (the “Company”) is
exploring strategic alternatives for the Company, which may include exploration (the “Sale
Process”) of a sale (a “Sale”) of the Company, and in connection with the potential Sale Process, a
Special Committee of the Board (the “Special Committee”) has been formed to represent the interests
of the holders (the “Common Stockholders”) of the common stock, par value $0.01 per share (the
“Common Stock”) of the Company. This letter agreement is based on discussions among the holders
(the “Series C Preferred Stockholders”) of the Series C Convertible Preferred Stock, par value
$0.01 per share (the “Series C Preferred Stock”) and the Special Committee.




          As you know, the Board has determined that it would not authorize the Company to move forward
with any Sale Process without advance resolution of any issues as to the allocation between the
Common Stockholders and the Series C Preferred Stockholders of the consideration in a Sale.
Accordingly, in order to facilitate a Sale Process, we hereby agree as follows:





     1. Framework: To the extent that the Sale Process results in a Sale,
and the cash proceeds from that Sale available to the Series C Preferred
Stockholders and the Common Stockholders, in the aggregate, will equal or exceed
$105,000,000, we hereby (i) waive any right we would have under Section 3B of the
Certificate of Designations, Preferences and Rights of Series C Convertible
Preferred Stock of the Company (the “Certificate of Designations”) to be allocated
that portion of the total consideration to be received by the holders of the capital
stock of the Company in a Sale that we would otherwise receive pursuant to Sections
3A and 3B of the Certificate of Designations to the extent necessary to permit the
Common Stockholders to receive the amount set forth in Annex A (the “Common Stock
Amount”); (ii) waive any right we would have to cause the Company to redeem our shares
of Series C Preferred Stock pursuant to Section 4B of the Certificate of
Designations in connection with a Sale; (iii) waive any right we would have to
initiate a sale under Section 9.9 of the Amended and Restated Series B Convertible
Preferred Stock and Warrant Purchase Agreement, dated as of March 18, 2002, by and
between the Company, ABRY Mezzanine Partners, L.P., ABACUS Master Fund, Ltd.,
Sandler Capital



 









 







Partners V, L.P., Sandler Capital Partners V FTE, L.P., and Sandler Capital
Partners V Germany, L.P., as amended (the “Stock Purchase Agreement”) for so long as
the Company is actively engaged in the Sale Process; and (iv) waive any right we
would have to enforce any obligations of the Company pursuant to the second sentence
of Section 3B of the Certificate of Designations to the extent any allocation of the
consideration to be paid in a Sale conforms with Annex A.




     2. Approval Of A Sale: If the Company enters into an agreement for a
Sale, and the cash proceeds from that Sale available to the Series C Preferred
Stockholders and the Common Stockholders, in the aggregate, will equal or exceed
$105,000,000, we hereby agree to (i) give such approvals and consents as are
necessary to approve a Sale, including, without limitation, (a) any consents or
approvals necessary in connection with any amendment (an “Amendment”) to the
Certificate of Designations in order to permit the Common Stockholders to receive
the Common Stock Amount in a Sale and (b) any approvals or consents required under
the Certificate of Designations; the Stock Purchase Agreement; and the letter
agreement regarding the Series B Preferred Stock and Series M Preferred Stock, among
ABRY Mezzanine Partners, L.P., ABACUS Fund, Ltd., ABACUS Fund Partners, L.P.,
Sandler Capital Partners V, L.P., Sandler Capital Partners V FTE, L.P., and Sandler
Capital Partners V Germany, L.P.; and (ii) to vote our shares of Series C Preferred
Stock in favor of a Sale or any Amendment. Nothing in this Section 2 shall require
the undersigned to make any representations or covenants, or to be become a party to
any agreement, in connection with a Sale; provided, however, that
the undersigned will enter into a support or similar agreement with customary terms
requiring the undersigned to take the actions expressly provided for herein if
requested by a purchaser of the Company in connection with a Sale.




     3. Term: This letter agreement shall remain in full force and effect
until the consummation of a Sale; provided, however, that this
letter agreement may be terminated (i) at any time by mutual written consent of the
Company and the Series C Preferred Stockholders; and (ii) by the Series C Preferred
Stockholders or by the Company if an agreement for a Sale shall not have been signed
on or before February 1, 2007.




     4. Stockholder Capacity. No affiliate of the undersigned Preferred
Stockholders who is, or becomes during the term of this letter agreement, a director
of the Company, makes (or shall be deemed to have made) any agreement or
understanding in this letter agreement, including, without limitation, Section 2, in
his or her capacity as a director of the Company.




     5. Governing Law: This letter agreement shall be governed by,
construed in accordance with, and enforced under, the laws of the state of Delaware
applicable to agreements or instruments entered into and performed entirely within
such state.



 









 






     6. Consent to Jurisdiction: We, and you by your acceptance and
agreement hereof, hereby irrevocably and unconditionally submit to the exclusive
jurisdiction of the courts of the State of Delaware, or any federal court located
within the State of Delaware, in any action or proceeding arising out of or relating
to this letter agreement or for recognition or enforcement of any judgment relating
thereto, and hereby irrevocably and unconditionally (i) agree not to commence any
such action or proceeding except in such courts, (ii) agree that any claim in
respect of any such action or proceeding may be heard and determined in such
Delaware courts or in such federal court, (iii) waive, to the fullest extent we or
you may legally and effectively do so, any objection that we or you may now or
hereafter have to the laying of venue of any such action or proceeding in any such
Delaware or federal court, and (iv) waive, to the fullest extent permitted by law,
the defense of an inconvenient forum to the maintenance of such action or proceeding
in any such Delaware or federal court. We and you hereto agree that a final
judgment in any such action or proceeding shall be conclusive and may be enforced in
other jurisdictions by suit on the judgment or in any other manner provided by law.
We and you hereby irrevocably consent to service of process in the manner provided
for notices in Section 13.4 of the Stock Purchase Agreement. Nothing in this
Agreement will affect your or our right to serve process in any other manner
permitted by law.




     7. Execution: This letter agreement may be executed by facsimile
signature and may be executed in one or more counterparts, each of which shall be
deemed to constitute an original, but all of which together shall constitute but one
agreement.



 









 





          Please confirm your agreement with the foregoing by signing and returning one copy of
this letter agreement to the undersigned, whereupon this letter agreement shall become a
binding agreement among you and us.




	 	 	 	 	 
	 	ABRY Mezzanine Partners, L.P.

 	 
	 	
 	 
	 	By: 	 
	 	Its: 	 
	 



	 	 	 	 	 
	 	Sandler Capital Partners V, L.P.

 	 
	 	
 	 
	 	By: 	 
	 	Its: 	 
	 



	 	 	 	 	 
	 	Sandler Capital Partners V FTE, L.P.

 	 
	 	
 	 
	 	By: 	 
	 	Its: 	 
	 



	 	 	 	 	 
	 	Sandler Capital Partners V Germany, L.P.

 	 
	 	
 	 
	 	By: 	 
	 	Its: 	 
	 



	 	 	 	 	 
	 	ABACUS Fund Partners, LP

 	 
	 	
 	 
	 	By: 	 
	 	Its: 	 
	 



	 	 	 	 	 
	 	ABACUS Fund, Ltd.

 	 
	 	
 	 
	 	By: 	 
	 	Its: 	 



 









 






	 	 	 	 	 



Accepted and agreed as of the date

first written above:




Penton Media, Inc.




	 	 	 	 	 
	 

 

By:

	 	 
	 	 
	Its:
	 	 	 	 






 









 






ANNEX A




	 	 	 
	PROCEEDS AVAILABLE TO THE SERIES C	 	 
	STOCKHOLDERS AND THE COMMON	 	 
	STOCKHOLDERS	 	 
	(THE “PROCEEDS”)	 	COMMON STOCK AMOUNT
	 
	 	 
	Up to $135,000,000.

	 	The greater of (i) $14,000,000
and (ii) 12.75% of the Proceeds.
	 
	 	 
	$135,000,000—$145,000,000.

	 	$17,212,500 plus 15% of the
incremental value of the Proceeds
above $135,000,000.
	 
	 	 
	$145,000,000—$185,000,000.

	 	$18,712,500 plus 25% of the
incremental value of the Proceeds
above $145,000,000.
	 
	 	 
	Above $185,000,000.

	 	$28,712,500 plus 20% of the
incremental value of the Proceeds
above $185,000,000.






526635v.18.