FIRST SUPPLEMENTAL INDENTURE
Exhibit 10.1
FIRST SUPPLEMENTAL INDENTURE
FIRST SUPPLEMENTAL INDENTURE (this “First Senior Secured Notes Supplemental Indenture”), dated as of August 25, 2005, among Penton Media, Inc., a Delaware corporation (“Penton”), the Guarantors signatory hereto (the “Guarantors”) and U.S. Bank National Association, as trustee (the “Trustee”), to the Indenture, dated as of March 28, 2002 (the “Senior Secured Notes Indenture”), which provided for the issuance of the 11-7/8% Senior Secured Notes due 2007 (the “Securities”).
W I T N E S S E T H :
WHEREAS, Section 9.1 of the Senior Secured Notes Indenture provides, among other things, that Penton and the Trustee may modify or amend the Senior Secured Notes Indenture without the consent of the Holders of the outstanding Securities to, including, without limitation, add new Guarantors;
WHEREAS, the execution of this First Senior Secured Notes Supplemental Indenture has been duly approved and authorized by the Board of Directors of Penton and the Guarantors and all other necessary corporate action on the part of Penton and the Guarantors;
WHEREAS, Penton and the Guarantors have furnished, or caused to be furnished, to the Trustee, and the Trustee has received, an Officers’ Certificate and Opinion of Counsel stating, among other things, that this First Senior Secured Notes Supplemental Indenture is authorized or permitted by the Senior Secured Notes Indenture;
WHEREAS, on December 17, 2002, Penton sold the outstanding shares of common stock of Streaming Media, Inc., one of the subsidiary guarantors party to the Senior Secured Notes Indenture, to an unaffiliated third party;
WHEREAS, on January 7, 2003, Boardwatch Incorporated, one of the subsidiary guarantors party to the Senior Secured Notes Indenture, changed its name to PMI Two, Inc.;
WHEREAS, on April 2, 2003, PTS Delaware, Inc., one of the subsidiary guarantors party to the Senior Secured Notes Indenture, changed its name to PMI Three, Inc.;
WHEREAS, on December 31, 2004, each of the following subsidiary guarantors party to the Senior Secured Notes Indenture were merged with and into Penton: Stardust.com, PMI Three, Inc., Tech Conferences, Inc., Healthwell.com, Inc. and Donohue Meehan Publishing Company;
WHEREAS, on December 31, 2004, each of the following subsidiary guarantors party to the Senior Secured Notes Indenture were merged with and into Internet World Media, Inc., a subsidiary guarantor party to the Senior Secured Notes Indenture: One, Inc., PMI Two, Inc. and Penton Internet, Inc.; and
WHEREAS, Penton acquired the capital stock of DVGM & Associates, a California corporation (“DVGM”), on August 8, 2005 and desires to add DVGM as a subsidiary guarantor under the Senior Secured Notes Indenture.
NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt of which is hereby acknowledged, Penton, the Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders as follows:
ARTICLE 1
Agreement
Section 1.1 Definitions. Capitalized terms used but not otherwise defined in this First Senior Secured Notes Supplemental Indenture have the meanings ascribed thereto in the Senior Secured Notes Indenture.
Section 1.2 Additional Guarantor. DVGM shall be (i) a Guarantor under the Senior Secured Notes Indenture and (ii) bound by and subject to the terms and conditions of the Senior Secured Notes Indenture applicable to a Guarantor.
Section 1.3 Former Guarantors. The Trustee acknowledges that each of the following former subsidiary guarantors of the Securities no longer exists and has no further obligations under the Senior Secured Notes Indenture: Stardust.com, PMI Three, Inc. (formerly known as PTS Delaware, Inc.), Tech Conferences, Inc., Healthwell.com, Inc., Donohue Meehan Publishing Company, One, Inc., PMI Two, Inc. (formerly known as Boardwatch, Incorporated) and Penton Internet, Inc. The Trustee also acknowledges that Streaming Media, Inc. is no longer a subsidiary guarantor of the Securities and has no further obligations under the Senior Secured Notes Indenture.
Section 1.4 Trustee’s Acceptance. The Trustee hereby accepts this First Senior Secured Notes Supplemental Indenture and agrees to perform the same under the terms and conditions set forth in the Senior Secured Notes Indenture.
ARTICLE 2
Miscellaneous
Section 2.1 Effect of Supplemental Indenture. Upon the execution and delivery of this First Senior Secured Notes Supplemental Indenture by Penton, the Guarantors and the Trustee, the Senior Secured Notes Indenture shall be supplemented in accordance herewith, and this First Senior Secured Notes Supplemental Indenture shall form a part of the Senior Secured Notes Indenture for all purposes, and every Holder of Securities heretofore or hereafter authenticated and delivered under the Senior Secured Notes Indenture shall be bound thereby.
Section 2.2 Senior Secured Notes Indenture Remains in Full Force and Effect. Except as supplemented hereby, all provisions in the Senior Secured Notes Indenture shall remain in full force and effect.
Section 2.3 Senior Secured Notes Indenture and First Senior Secured Notes Supplemental Indenture Construed Together. This First Senior Secured Notes Supplemental Indenture is an indenture supplemental to and in implementation of the Senior Secured Notes Indenture, and the Senior Secured Notes Indenture and this First Senior Secured Notes Supplemental Indenture shall henceforth be read and construed together.
Section 2.4 Conflict with Trust Indenture Act. If any provision of this First Senior Secured Notes Supplemental Indenture limits, qualifies or conflicts with any provision of the TIA that is required or deemed under the TIA to be part of and govern any provision of this First Senior Secured Notes Supplemental Indenture, such provision of the TIA shall control. If any provision of this First Senior Secured Notes Supplemental Indenture modifies or excludes any provision of the TIA that may be so modified or excluded, the provision of the TIA shall be deemed to apply to the Senior Secured Notes Indenture as so modified or to be excluded by this First Senior Secured Notes Supplemental Indenture, as the case may be.
Section 2.5 Severability. In case any provision in this First Senior Secured Notes Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
Section 2.6 Benefits of First Senior Secured Notes Supplemental Indenture. Nothing in this First Senior Secured Notes Supplemental Indenture or the Securities, express or implied, shall give to any Person, other than the parties hereto and thereto and their successors hereunder and thereunder and the Holders of the Securities, any benefit of any legal or equitable right, remedy or claim under the Senior Secured Notes Indenture, this First Senior Secured Notes Supplemental Indenture or the Securities.
Section 2.7 Successors. All agreements of Penton in this First Senior Secured Notes Supplemental Indenture shall bind its successors. All agreements of the Trustee in this First Senior Secured Notes Supplemental Indenture shall bind its successors.
Section 2.8 Certain Duties and Responsibilities of the Trustee. In entering into this First Senior Secured Notes Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the Senior Secured Notes Indenture and the Securities relating to the conduct or affecting the liability or affording protection to the Trustee, whether or not elsewhere herein so provided.
Section 2.9 Governing Law. This First Senior Secured Notes Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York, but without giving effect to applicable principles of conflicts of law to the extent that the application of the laws of another jurisdiction would be required thereby.
Section 2.10 Multiple Originals. The parties may sign any number of copies of this First Senior Secured Notes Supplemental Indenture, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Section 2.11 Headings. The Article and Section headings herein are inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof.
Section 2.12 The Trustee. The Trustee shall not be responsible in any manner for or in respect of the validity or sufficiency of this First Senior Secured Notes Supplemental Indenture or for or in respect of the recitals contained herein, all of which are made by Penton and the Guarantors.
IN WITNESS WHEREOF, the parties hereto have caused this First Senior Secured Notes Supplemental Indenture to be duly executed as of the date first written above.
PENTON MEDIA, INC.
By: /s/ Preston L. Vice
Name: Preston L. Vice
Title: Secretary
INTERNET WORLD MEDIA, INC.
By: /s/ Preston L. Vice
Name: Preston L. Vice
Title: Secretary
DUKE INVESTMENTS, INC.
By:
Name: Preston L. Vice
Title: Secretary
DUKE COMMUNICATIONS INTERNATIONAL, INC.
By: /s/ Preston L. Vice
Name: Preston L. Vice
Title: Secretary
DVGM & ASSOCIATES
By: /s/ Preston L. Vice
Name: Preston L. Vice
Title: Secretary
U.S. BANK NATIONAL ASSOCIATION,
as trustee
By: /s/ Richard Prokosch
Name: Richard Prokosch
Title: Vice President
