Exhibit 3.1
                                                                     -----------


                               AMENDED CERTIFICATE
                     OF DESIGNATIONS, PREFERENCES AND RIGHTS
                     OF SERIES B CONVERTIBLE PREFERRED STOCK
                              OF PENTON MEDIA, INC.

                         Pursuant to Section 151 of the
                General Corporation Law of the State of Delaware

         Section 1. DESIGNATION AND NUMBER OF SHARES.

         The designation of the series of Preferred Stock authorized hereby
shall be "Series B Convertible Preferred Stock" (the "SERIES B PREFERRED
STOCK"). The maximum number of shares of Series B Preferred Stock shall be
50,000 shares.

         Section 2. DIVIDENDS.

         2A. GENERAL OBLIGATION. When and as declared by the Corporation's Board
of Directors (the "BOARD OF DIRECTORS") and to the extent permitted under the
General Corporation Law of the State of Delaware, the Corporation shall pay
preferential dividends to the holders of the Series B Preferred Stock as
provided in this SECTION 2. Subject to SECTION 8B(i) and except as otherwise
provided herein, dividends on each share of Series B Preferred Stock (a "SHARE")
shall accrue, whether or not declared or paid, on a daily basis at the Dividend
Rate on the sum of (x) the Liquidation Value thereof and (y) all dividends that
have accumulated thereon in accordance with SECTION 2B below, from and including
the date of issuance of such Share to and including the date on which (i) the
Liquidation Value of such Share (plus all Unpaid Dividends thereon) is paid to
the holder thereof, (ii) such Share is converted into Common Stock as provided
herein, or (iii) such Share is redeemed as provided herein. Such dividends shall
accrue whether or not they have been declared and whether or not there are
profits, surplus or other funds of the Corporation legally available for the
payment of dividends, and such dividends shall be cumulative such that all
accrued and unpaid dividends shall be fully paid or declared with funds
irrevocably set apart for payment before any dividends, distributions,
redemptions or other payments may be made with respect to any Junior Securities.
Such dividends (to the extent declared) shall be payable in cash, semi-annually
in arrears on the last day of June and December of each year beginning June 30,
2002, and if such date is not a Business Day, then on the next succeeding
Business Day (the "DIVIDEND REFERENCE DATES"). The date on which the Corporation
initially issues any Share shall be deemed to be its "date of issuance"
regardless of the number of times transfer of such Share is made on the stock
records maintained by or for the Corporation and regardless of the number of
certificates which may be issued to evidence such Share.

         2B. DIVIDEND REFERENCE DATES. For purposes of clarity, to the extent
not paid on a Dividend Reference Date, all dividends which have accrued on each
Share outstanding during the six-month period (or other period in the case of
the initial Dividend Reference Date) ending upon each such Dividend Reference
Date shall be accumulated and shall remain accumulated dividends with respect to
such Share until paid to the holder thereof.

         2C. DISTRIBUTION OF PARTIAL DIVIDEND PAYMENTS. Except as otherwise
provided herein, if at any time the Corporation pays less than the total amount
of dividends then accrued with respect







to the Series B Preferred Stock, such payment shall be distributed pro rata
among the holders thereof based upon the aggregate Unpaid Dividends on the
Shares held by each such holder.

         2D. PARTICIPATING DIVIDENDS. In the event that the Corporation declares
or pays any dividends upon the Common Stock (whether payable in cash, securities
or other property) other than dividends payable solely in shares of Common
Stock, the Corporation shall also declare and pay to the holders of the Series B
Preferred Stock at the same time that it declares and pays such dividends to the
holders of the Common Stock, the dividends which would have been declared and
paid with respect to the Common Stock issuable upon conversion of the Series B
Preferred Stock had all of the outstanding Series B Preferred Stock been
converted (without actually requiring such Series B Preferred Stock to be so
converted and without regard to any limitation on conversion set forth herein or
otherwise) immediately prior to the record date for such dividend, or if no
record date is fixed, the date as of which the record holders of Common Stock
entitled to such dividends are to be determined.

         Section 3. LIQUIDATION.

         3A. PRIORITY OF SERIES B PREFERRED STOCK UPON LIQUIDATION. Upon any
liquidation, dissolution or winding up of the Corporation (whether voluntary or
involuntary) (a "LIQUIDATION EVENT"), each holder of Series B Preferred Stock
shall be entitled to be paid in cash, before any distribution or payment is made
upon any Junior Securities, an amount (the "SERIES B LIQUIDATION PREFERENCE")
per Share equal to the greatest of (x) the Liquidation Value of such Share (plus
all Unpaid Dividends thereon), (y) the amount to which such holder would be
entitled to receive in connection with the applicable Liquidation Event had such
holder converted such Share into shares of Common Stock in accordance with the
terms hereof (without actually requiring such Share to be so converted and
without regard to any limitation on conversion set forth herein or otherwise)
immediately prior to such Liquidation Event, and (z) the product of (i) the
number of shares of Common Stock into which such Share shall be convertible in
accordance with the terms hereof (without actually requiring such Share to be so
converted and without regard to any limitation on conversion set forth herein or
otherwise) immediately prior to such Liquidation Event and (ii) the Applicable
Share Minimum as of the date of such Liquidation Event. If upon any such
Liquidation Event, the Corporation's assets to be distributed among the holders
of the Series B Preferred Stock are insufficient to permit payment to such
holders of the aggregate amount which they are entitled to be paid under this
SECTION 3A, then the entire assets available to be distributed to the
Corporation's stockholders shall be distributed pro rata among such holders
based upon the aggregate Series B Liquidation Preference of the Series B
Preferred Stock held by each such holder. Not less than 60 days prior to the
payment date stated therein, the Corporation shall mail written notice of any
such Liquidation Event to each record holder of Series B Preferred Stock,
setting forth in reasonable detail the amount of proceeds to be paid with
respect to each Share and each share of Common Stock in connection with such
Liquidation Event.

         3B. CHANGE OF CONTROL. In connection with any Change of Control
transaction, unless a holder of Shares then outstanding elects to cause the
Corporation to redeem the Series B Preferred Stock of such holder in accordance
with SECTION 4B below, the consideration to be paid to such holder of the
Corporation's capital stock in connection with such transaction shall be
allocated such that such holder of Shares receives the amounts to which it would
be entitled



                                       2


pursuant to SECTION 3A above as if such Change of Control transaction were a
"Liquidation Event"; provided, however, that no such payment shall be effected
until the 11th day after the Change of Control Purchase Date and such payment
shall be subject to the terms and conditions of the Indenture and the New
Indenture. The Corporation shall not approve, adopt or enter into any agreement
or arrangement relating to a Change of Control (or amend or modify any such
agreement) if such agreement or arrangement (or the effect of any such amendment
or modification thereto) does not allocate the consideration to be paid in
connection with such transaction in accordance with the immediately preceding
sentence and SECTION 4B below.

         Section 4. REDEMPTION.

         4A. OPTIONAL REDEMPTION. The Corporation may elect at any time to
redeem all or any portion of the Series B Preferred Stock then outstanding pro
rata among the holders thereof at a redemption price in cash per Share (the
"SERIES B REDEMPTION PRICE") equal to the product of (A) the number of shares of
Common Stock into which such Share shall be convertible in accordance with the
terms hereof (without actually requiring such Share to be so converted and
without regard to any limitation on conversion set forth herein or otherwise) on
the Redemption Date, and (B) the greater of (x) the Market Price of the Common
Stock and (y) the Applicable Share Minimum, in each case determined as of the
applicable Redemption Date. The Corporation may exercise its election to redeem
the Series B Preferred Stock under this SECTION 4A by sending written notice to
each record holder of Shares, notifying such holder of (i) the redemption to be
effected, specifying the number of Shares to be redeemed from each holder, (ii)
the amount of the Series B Redemption Price (including a reasonably detailed
calculation thereof) and the aggregate Series B Redemption Price to be paid to
such holder, (iii) the date on which such redemption shall be effected (which
date shall be not more than three (3) Business Days after the date on which such
notice is sent), and (iv) the place at which payment may be obtained and calling
upon such holder to surrender to the Corporation, in the manner and at the place
designated, the certificate or certificates representing such holder's Shares.
In case fewer than the total number of Shares represented by any certificate are
redeemed, a new certificate representing the number of unredeemed Shares shall
be issued to the holder thereof without cost to such holder within three (3)
Business Days after surrender of the certificate representing the redeemed
Shares.

         4B. REDEMPTION IN CONNECTION WITH CHANGE OF CONTROL. In connection with
any Change of Control transaction, each holder of Shares then outstanding may
elect to cause the Corporation to redeem all, but not less than all, of the
Series B Preferred Stock of such holder then outstanding at a redemption price
in cash per Share equal to the Series B Redemption Price. Such holder may
exercise its election under this SECTION 4B by sending written notice thereof to
the Corporation not less than ten (10) Business Days prior to the scheduled
closing date of the applicable Change of Control transaction. Within five (5)
days after receipt of such written notice, the Corporation shall give written
notice of such request to all holders of Series B Preferred Stock, and such
notice shall include the information described in clauses (i) through (iv) of
SECTION 4A above; provided, however, that in the case of redemption under this
SECTION 4B, the date on which such redemption shall be effected shall be the
11th day after the Change of Control Purchase Date and the payment of the Series
B Redemption Price shall be subject to the terms and conditions of the Indenture
and the New Indenture.





                                       3


         4C. RESERVED.

         4D. REDEMPTION PAYMENTS. For each Share which is to be redeemed
hereunder, the Corporation shall be obligated on the applicable Redemption Date
to pay to the holder thereof (upon surrender by such holder at the Corporation's
principal office of the certificate representing such Share) a cash amount in
immediately available funds equal to the Series B Redemption Price. If the
Corporation's funds that are legally available for redemption of Shares on any
Redemption Date are insufficient to pay the aggregate Series B Redemption Price
for the total number of Shares to be redeemed on such date, those funds which
are legally available shall be used to redeem the maximum possible number of
Shares pro rata among the holders of the Shares based upon the aggregate Series
B Redemption Price of the Shares held by such holders. At any time thereafter
when additional funds of the Corporation are legally available for the
redemption of Shares, such funds shall immediately be used to pay the balance of
the Series B Redemption Price for the Shares which the Corporation has become
obligated to redeem on any Redemption Date but which it has not redeemed.

         4E. DIVIDENDS AFTER REDEMPTION DATE. No Share shall be entitled to any
dividends accruing after the date on which the Series B Redemption Price of such
Share is paid in full to the holder of such Share. On such date, all rights of
the holder of such Share shall cease, and such Share shall no longer be deemed
to be issued and outstanding.

         4F. REDEEMED OR OTHERWISE ACQUIRED SHARES. Any Shares which are
redeemed or otherwise acquired by the Corporation shall be canceled and retired
to authorized but unissued shares and shall not be reissued, sold or
transferred.

         4G. OTHER REDEMPTIONS OR ACQUISITIONS. The Corporation shall not, nor
shall it permit any Subsidiary to, redeem or otherwise acquire any Shares,
except as expressly authorized herein.

         Section 5. VOTING RIGHTS.

         5A. VOTING WITH COMMON STOCK. The holders of the Series B Preferred
Stock shall be entitled to notice of all meetings of stockholders as and when
such notice is provided to the holders of the Common Stock, and except as
provided below in this SECTION 5A or in SECTION 5B and SECTION 5C or as
otherwise required by applicable law, the holders of the Series B Preferred
Stock shall be entitled to vote on all matters (including the election of
directors) submitted to the stockholders for a vote together with the holders of
the Common Stock voting together as a single class with each share of Common
Stock entitled to one vote per share and each Share of Series B Preferred Stock
entitled to one vote for each share of Common Stock issuable upon conversion of
the Series B Preferred Stock pursuant to SECTION 6 hereof as of the record date
for such vote or, if no record date is specified, as of the date of such vote.
Notwithstanding the foregoing, so long as any indebtedness remains outstanding
under the Indenture or the New Indenture, the aggregate number of votes that any
holder of Series B Preferred Stock is entitled to vote pursuant to this SECTION
5A shall not exceed the Change of Control Cap (as defined below); provided, that
in the event that the Change of Control Cap is equal to or less than zero, then
such holder shall not be entitled to cast any votes pursuant to this SECTION 5A.
As used herein, the term "CHANGE OF CONTROL CAP" means with respect to any
holder of Series B Preferred





                                       4


Stock the quotient obtained by dividing (A) the difference between (x) the
product of 35% and the aggregate votes of the aggregate Voting Equity Interests
of the Corporation (other than any shares of Series B Preferred Stock held by
such holder or shares of Common Stock issuable pursuant to SECTION 6 upon
conversion of Series B Preferred Stock held by such holder) and (y) the
aggregate number of shares of Common Stock and other Voting Equity Interests
held by such holder (other than any shares of Series B Preferred Stock held by
such holder or shares of Common Stock issuable pursuant to SECTION 6 upon
conversion of Series B Preferred Stock held by such holder) by (B) .65. The
Change of Control Cap shall be calculated as of the record date of the
applicable vote or, if no record date is specified, as of the date of such vote.
Any Group of holders of Series B Preferred Stock shall be considered one holder
for purposes of the Change of Control Cap; provided, that the aggregate number
of votes to which each member of any such Group, is entitled to vote pursuant to
this SECTION 5A shall be determined by multiplying:

         (x) the aggregate number of shares of Common Stock issuable upon
         conversion of the Series B Preferred Stock (without actually requiring
         such Series B Preferred Stock to be so converted and without regard to
         any limitation on conversion set forth herein or otherwise) held by
         such member of such Group, pursuant to SECTION 6 as of the record date
         of the applicable vote or, if no record date is specified, as of the
         date of such vote, by

         (y) a fraction (which for the purposes of this SECTION 5A shall not
         exceed 1.0), (i) the numerator of which equals the number of votes
         entitled to be cast pursuant to this SECTION 5A after application, if
         any, of the Change of Control Cap by all members of such Group, and
         (ii) the denominator of which equals the number of votes which such
         Group would have been entitled to cast pursuant to this SECTION 5A but
         for the application, if any, of the Change of Control Cap (and without
         regard to any limitation on conversion set forth herein or otherwise).

Prior to any vote or meeting at which the holders of the Series B Preferred
Stock are entitled to vote pursuant to this SECTION 5A, the Corporation shall
provide to such holders a calculation of the aggregate number of votes entitled
to be cast at such meeting.

         5B. ELECTION OF DIRECTORS. Subject to SECTION 5B(iv) below, at all
times the Board of Directors shall include the directors elected by the holders
of the Series B Preferred Stock pursuant to this Section 5.

                (i) In addition to the special rights arising under SECTION 8B
and subject to SECTION 5B(iv) below, from the Original Date of Issuance until
the 6th anniversary of the Original Date of Issuance, in the election of members
of the Board of Directors, the holders of the outstanding Shares, voting
separately as a single class to the exclusion of all other classes or series of
the Corporation's capital stock and with each Share entitled to one vote, shall
be entitled to nominate and elect a total of three (3) individuals to serve as
members of the Board of Directors.

                (ii) In addition to the special rights arising under SECTION 8B
and subject to SECTION 5B(iv) below, from and after the 6th anniversary of the
Original Date of Issuance, in the election of members of the Board of Directors,
the holders of the outstanding Shares, voting







                                       5


separately as a single class to the exclusion of all other classes or series of
the Corporation's capital stock and with each Share entitled to one vote, shall
be entitled to nominate and elect that number of individuals to serve as members
of the Board of Directors which, together with the number of directors then
elected to the Board of Directors by the holders of the Series B Preferred
Stock, shall constitute one less than a minimum majority of the Board of
Directors.

                (iii) Each director nominated and elected by the holders of the
Series B Preferred Stock in accordance with this SECTION 5B shall serve on the
Board of Directors for a term of office to expire at the third succeeding annual
meeting of stockholders after such director's election. Each such director shall
serve until such director's successor is duly elected by the holders of the
Shares or such director resigns, dies, becomes disqualified or is removed from
office by such holders. If the holders of the Shares, for any reason fail to
nominate and elect anyone to fill any such directorship, such position shall
remain vacant until such time as the holders of the Shares nominate and elect a
director to fill such position and shall not be filled by resolution or vote of
the Board of Directors or the Corporation's other stockholders. The right of the
holders of Series B Preferred Stock to elect members of the Board of Directors
may be exercised (i) at any special meeting of the holders of the Series B
Preferred Stock, (ii) at any annual or other special meeting of stockholders,
and (iii) to the extent and in the manner permitted by applicable law, pursuant
to a written consent in lieu of a meeting of stockholders. At any meeting or at
any adjournment thereof at which the holders of Series B Preferred Stock elect
directors pursuant to this SECTION 5B, the presence, in person or by proxy, of
the holders of a majority of the Shares then outstanding shall be required to
constitute a quorum for the election or removal of any director pursuant to this
SECTION 5B. The vote of a majority of such quorum shall be required to elect or
remove any such director.

                (iv) Notwithstanding the foregoing: (i) at such time as the
holders of Series B Preferred Stock cease to hold shares of Series B Preferred
Stock having an aggregate Series B Liquidation Preference of at least
$25,000,000, the number of directors such holders are then entitled to nominate
and elect under SECTION 5B(i) above shall be reduced by one; and (ii) at such
time as the holders of Series B Preferred Stock cease to hold shares of Series B
Preferred Stock having an aggregate Series B Liquidation Preference of at least
$10,000,000, and the outstanding shares of Series B Preferred Stock and Common
Stock then Beneficially Owned by such holders constitutes less than 5% of the
aggregate votes of the aggregate Voting Equity Interests of the Corporation,
such holders shall not be entitled to nominate or elect any directors under
SECTION 5B(i) or SECTION 5B(ii).

         5C. SPECIAL VOTING RIGHTS. In addition to any other rights provided by
law, the Corporation shall not, without first obtaining the affirmative vote or
consent in lieu of a meeting of the holders of not less than 75% of the Shares
then outstanding:

                (i) amend, modify, restate or repeal (by merger, consolidation
or otherwise) any provision of, or add to (by merger, consolidation or
otherwise) the certificate of incorporation or bylaws of the Corporation in any
manner which would alter or change the rights, preferences or privileges of the
Series B Preferred Stock or create any new class or series of capital stock
having rights, preferences or privileges senior to or on parity with the Series
B Preferred Stock;





                                       6


                (ii) authorize or issue (by merger, consolidation or otherwise)
any new or existing class or series of capital stock having any preference or
priority as to the payment of dividends or the distribution of assets upon a
Liquidation Event, Organic Change or Change of Control superior to or on parity
with any such preference or priority of the Series B Preferred Stock, or
authorize or issue (by merger, consolidation or otherwise) shares of stock of
any class or any bonds, debentures, notes or other obligations convertible into
or exchangeable for, or having rights to purchase, any shares of stock of the
Corporation having any preference or priority as to the payment of dividends or
the distribution of assets upon a Liquidation Event, Organic Change or Change of
Control senior to or on parity with any such preference or priority of the
Series B Preferred Stock;

                (iii) increase or decrease the authorized number of shares of
the Series B Preferred Stock;

                (iv) reclassify (by merger, consolidation or otherwise) any
capital stock into shares having any preference or priority as to the payment of
dividends or the distribution of assets upon a Liquidation Event, Organic Change
or Change of Control senior to or on parity with any such preference or priority
of the Series B Preferred Stock;

                (v) pay or declare any dividend or distribution on any shares of
its capital stock (other than dividends on the Common Stock payable in
additional shares of Common Stock) or apply any of its assets to the redemption,
retirement, purchase or acquisition, directly or indirectly, through
subsidiaries or otherwise, of any shares of its capital stock (other than (A)
redemptions, retirements, purchases or acquisitions of the Series B Preferred
Stock in accordance with the terms of this certificate of designations, (B) the
repurchase of shares of Common Stock from former employees of the Corporation
who acquired such shares directly from the Corporation, if each such purchase is
made pursuant to contractual rights held by the Corporation relating to the
termination of employment of such former employee and the purchase price does
not exceed the original issue price paid by such former employee to the
Corporation for such shares and (C) the acquisition of Common Stock in
connection with a reduction of the principal or interest payable to the
Corporation under the terms of the promissory notes entered into under the
Corporation's Executive Loan Program (as defined in the Purchase Agreement)); or

                (vi) increase the size of the Board of Directors to more than 12
directors, other than as may be required pursuant to SECTION 8B(ii), (iii) or
(iv) hereof.

         Section 6. CONVERSION; EXCHANGE.

         6A. CONVERSION PROCEDURE.

                (i) Subject to the terms of this SECTION 6 and SECTION 8B below,
at any time and from time to time any holder of Series B Preferred Stock may
convert all or any portion of the Series B Preferred Stock (including any
fraction of a Share) held by such holder into a number of shares of Common Stock
computed by multiplying the number of Shares to be converted by the Liquidation
Value (plus all Unpaid Dividends thereon) and dividing the result by the
Conversion Price then in effect. Notwithstanding the foregoing, so long as any
indebtedness remains outstanding under the Indenture or the New Indenture, no
holder of Series






                                       7


B Preferred Stock may convert any Shares to the extent that after giving effect
to such conversion any such holder or a Group of such holders would be entitled
to direct the votes with respect to in excess of 35% of the aggregate votes of
the aggregate Voting Equity Interests (as defined in the Indenture) of the
Corporation.

                (ii) Except as otherwise provided herein, each conversion of
Series B Preferred Stock shall be deemed to have been effected as of the close
of business on the date on which the certificate or certificates representing
the Series B Preferred Stock to be converted have been surrendered for
conversion at the principal office of the Corporation. At the time any such
conversion has been effected, the rights of the holder of the Shares converted
as a holder of Series B Preferred Stock shall cease and the Person or Persons in
whose name or names any certificate or certificates for shares of Common Stock
are to be issued upon such conversion shall be deemed to have become the holder
or holders of record of the shares of Common Stock represented thereby.

                (iii) The conversion rights of any Share subject to redemption
or exchange hereunder shall terminate on the date of redemption for such Share
unless the Corporation has failed to pay to the holder thereof the Series B
Redemption Price for such Share.

                (iv) Notwithstanding any other provision hereof, if a conversion
of Series B Preferred Stock is to be made in connection with an Organic Change,
a Change of Control or such other transaction affecting the Corporation, the
conversion of any Shares of Series B Preferred Stock may, at the election of the
holder thereof, be conditioned upon the consummation of such transaction, in
which case such conversion shall not be deemed to be effective until such
transaction has been consummated.

                (v) As soon as possible after a conversion has been effected
(but in any event within three (3) Business Days), the Corporation shall deliver
to the converting holder:


                                (a) a certificate or certificates representing
                the number of shares of Common Stock issuable by reason of such
                conversion in such name or names and such denomination or
                denominations as the converting holder has specified;


                                (b) a certificate representing any shares of
                Series B Preferred Stock which were represented by the
                certificate or certificates delivered to the Corporation in
                connection with such conversion but which were not converted.


                (vi) The issuance of certificates for shares of Common Stock
upon conversion of Series B Preferred Stock shall be made without charge to the
holders of such Series B Preferred Stock for any issuance tax in respect thereof
if issued in the name of such holder or other cost incurred by the Corporation
in connection with such conversion and the related issuance of shares of Common
Stock. Upon conversion of each Share, the Corporation shall take all such
actions as are necessary in order to insure that the Common Stock issuable with
respect to such conversion shall be validly issued, fully paid and
nonassessable, free and clear of all taxes, liens, charges and encumbrances with
respect to the issuance thereof.


                (vii) The Corporation shall not close its books against the
transfer of Series B Preferred Stock or of Common Stock issued or issuable upon
conversion of Series B Preferred






                                       8


Stock in any manner which interferes with the timely conversion of Series B
Preferred Stock. The Corporation shall assist and cooperate with any holder of
Shares required to make any governmental filings or obtain any governmental
approval prior to or in connection with any conversion of Shares hereunder
(including, without limitation, making any filings required to be made by the
Corporation).

                (viii) The Corporation shall at all times reserve and keep
available out of its authorized but unissued shares of Common Stock, solely for
the purpose of issuance upon the conversion of the Series B Preferred Stock,
such number of shares of Common Stock issuable upon the conversion of all
outstanding Series B Preferred Stock. All shares of Common Stock which are so
issuable shall, when issued, be duly and validly issued, fully paid and
nonassessable and free from all taxes, liens and charges. The Corporation shall
take all such actions as may be necessary to assure that all such shares of
Common Stock may be so issued without violation of any applicable law or
governmental regulation or any requirements of any domestic securities exchange
upon which shares of Common Stock may be listed (except for official notice of
issuance which shall be immediately delivered by the Corporation upon each such
issuance). The Corporation shall not take any action which would cause the
number of authorized but unissued shares of Common Stock to be less than the
number of such shares required to be reserved hereunder for issuance upon
conversion of the Series B Preferred Stock.

                (ix) If the shares of Common Stock issuable by reason of
conversion of Series B Preferred Stock are convertible into or exchangeable for
any other stock or securities of the Corporation, the Corporation shall, at the
converting holder's option, upon surrender of the Shares to be converted by such
holder as provided herein together with any notice, statement or payment
required to effect such conversion or exchange of Common Stock, deliver to such
holder or as otherwise specified by such holder a certificate or certificates
representing the stock or securities into which the shares of Common Stock
issuable by reason of such conversion are so convertible or exchangeable,
registered in such name or names and in such denomination or denominations as
such holder has specified.

         6B. CONVERSION PRICE.

                (i) In order to prevent dilution of the conversion rights
granted under this SECTION 6B, the Conversion Price shall be subject to
adjustment from time to time pursuant to this SECTION 6B.

                (ii) If and whenever after the Original Date of Issuance of the
Series B Preferred Stock, the Corporation issues or sells, or in accordance with
SECTION 6C is deemed to have issued or sold, any share of Common Stock for a
consideration per share less than (x) the Market Price of the Common Stock at
such time or (y) the Conversion Price in effect immediately prior to such time
(the greater of such amounts being referred to herein as, the "ADJUSTMENT
MULTIPLIER"), then immediately upon such issue or sale or deemed issue or sale,
the Conversion Price shall be reduced to the Conversion Price determined by
multiplying (x) the Conversion Price in effect immediately prior to such issue
or sale by (y) the quotient obtained by dividing (i) the sum of (A) the product
determined by multiplying the Adjustment Multiplier by the number of shares of
Common Stock Deemed Outstanding immediately prior to such issue or sale, plus
(B) the consideration, if any, received by the Corporation upon such issue or
sale, by






                                       9


(ii) the product determined by multiplying the Adjustment Multiplier by the
number of shares of Common Stock Deemed Outstanding immediately after such issue
or sale.

                (iii) Notwithstanding the foregoing, there shall be no
adjustment to the Conversion Price hereunder with respect to a Permitted
Issuance (other than a Permitted Issuance of the type described in clause (vi)
of the definition thereof if the price per share in such issuance is less than
the Conversion Price in effect immediately prior to such issuance).

         6C. EFFECT ON CONVERSION PRICE OF CERTAIN EVENTS. For purposes of
determining the adjusted Conversion Price under SECTION 6B, the following shall
be applicable:

                (i) Issuance of Rights or Options. If the Corporation in any
manner grants or sells any Options and the price per share for which Common
Stock is issuable upon the exercise of such Options, or upon conversion or
exchange of any Convertible Securities issuable upon exercise of such Options,
is less than (x) the Market Price of the Common Stock determined as of the time
of the granting or sale of such Options or (y) the Conversion Price in effect
immediately prior to such time, then the total maximum number of shares of
Common Stock issuable upon the exercise of such Options or upon conversion or
exchange of the total maximum amount of such Convertible Securities issuable
upon the exercise of such Options shall be deemed to be outstanding and to have
been issued and sold by the Corporation at the time of the granting or sale of
such Options for such price per share. For purposes of this paragraph, the
"price per share for which Common Stock is issuable" shall be determined by
dividing (A) the total amount, if any, received or receivable by the Corporation
as consideration for the granting or sale of such Options, plus the minimum
aggregate amount of additional consideration payable to the Corporation upon
exercise of all such Options, plus in the case of such Options which relate to
Convertible Securities, the minimum aggregate amount of additional
consideration, if any, payable to the Corporation upon the issuance or sale of
such Convertible Securities and the conversion or exchange thereof, by (B) the
total maximum number of shares of Common Stock issuable upon the exercise of
such Options or upon the conversion or exchange of all such Convertible
Securities issuable upon the exercise of such Options. No further adjustment of
the Conversion Price shall be made when Convertible Securities are actually
issued upon the exercise of such Options or when Common Stock is actually issued
upon the exercise of such Options or the conversion or exchange of such
Convertible Securities.

                (ii) Issuance of Convertible Securities. If the Corporation in
any manner issues or sells any Convertible Securities and the price per share
for which Common Stock is issuable upon conversion or exchange thereof is less
than the greater of (x) the Market Price of the Common Stock determined as of
the time of such issue or sale or (y) the Conversion Price in effect immediately
prior to such time, then the maximum number of shares of Common Stock issuable
upon conversion or exchange of such Convertible Securities shall be deemed to be
outstanding and to have been issued and sold by the Corporation at the time of
the issuance or sale of such Convertible Securities for such price per share.
For the purposes of this paragraph, the "price per share for which Common Stock
is issuable" shall be determined by dividing (A) the total amount received or
receivable by the Corporation as consideration for the issue or sale of such
Convertible Securities, plus the minimum aggregate amount of additional
consideration, if any, payable to the Corporation upon the conversion or
exchange thereof, by (B) the total






                                       10


maximum number of shares of Common Stock issuable upon the conversion or
exchange of all such Convertible Securities. No further adjustment of the
Conversion Price shall be made when Common Stock is actually issued upon the
conversion or exchange of such Convertible Securities, and if any such issue or
sale of such Convertible Securities is made upon exercise of any Options for
which adjustments of the Conversion Price had been or are to be made pursuant to
other provisions of this SECTION 6, no further adjustment of the Conversion
Price shall be made by reason of such issue or sale.

                (iii) Change in Option Price or Conversion Rate. If, in the case
of Options and Convertible Securities issued on or after the Original Date of
Issuance, the purchase price provided for in any such Options, the additional
consideration, if any, payable upon the conversion or exchange of any such
Convertible Securities or the rate at which any such Convertible Securities are
convertible into or exchangeable for Common Stock changes at any time, the
Conversion Price in effect at the time of such change shall be immediately
adjusted to the Conversion Price which would have been in effect at such time
had such Options or Convertible Securities still outstanding provided for such
changed purchase price, additional consideration or conversion rate, as the case
may be, at the time initially granted, issued or sold; provided, that if such
adjustment would result in an increase of the Conversion Price then in effect,
such adjustment shall not be effective until 30 days after written notice
thereof has been given by the Corporation to all holders of the Series B
Preferred Stock. For purposes of SECTION 6C, if the terms of any Option or
Convertible Security which was outstanding as of the Original Date of Issuance
are changed in the manner described in the immediately preceding sentence, then
such Option or Convertible Security and the Common Stock deemed issuable upon
exercise, conversion or exchange thereof shall be deemed to have been issued as
of the date of such change; provided, that no such change shall at any time
cause the Conversion Price hereunder to be increased.

                (iv) Treatment of Expired Options and Unexercised Convertible
Securities. Upon the expiration of any Option or the termination of any right to
convert or exchange any Convertible Security without the exercise of any such
Option or right, the Conversion Price then in effect hereunder shall be adjusted
immediately to the Conversion Price which would have been in effect at the time
of such expiration or termination had such Option or Convertible Security, to
the extent outstanding immediately prior to such expiration or termination,
never been issued; provided, that if such expiration or termination would result
in an increase in the Conversion Price then in effect, such increase shall not
be effective until 30 days after written notice thereof has been given to all
holders of the Series B Preferred Stock. For purposes of SECTION 6C, the
expiration or termination of any Option or Convertible Security which was
outstanding as of the Original Date of Issuance shall not cause the Conversion
Price hereunder to be adjusted unless, and only to the extent that, a change in
the terms of such Option or Convertible Security caused it to be deemed to have
been issued after the Original Date of Issuance.

                (v) Calculation of Consideration Received. If any Common Stock,
Option or Convertible Security is issued or sold or deemed to have been issued
or sold for cash, the consideration received therefor shall be deemed to be the
amount received by the Corporation therefor (net of discounts, commissions and
related expenses). If any Common Stock, Option or Convertible Security is issued
or sold for a consideration other than cash, the amount of the







                                       11


consideration other than cash received by the Corporation shall be the fair
value of such consideration, except where such consideration consists of
securities, in which case the amount of consideration received by the
Corporation shall be the Market Price thereof as of the date of receipt. If any
Common Stock, Option or Convertible Security is issued to the owners of the
non-surviving entity in connection with any merger in which the Corporation is
the surviving corporation, the amount of consideration therefor shall be deemed
to be the fair value of such portion of the net assets and business of the
non-surviving entity as is attributable to such Common Stock, Option or
Convertible Security, as the case may be. The fair value of any consideration
other than cash and securities shall be determined jointly by the Corporation
and the holders of a majority of the outstanding Series B Preferred Stock. If
such parties are unable to reach agreement within a reasonable period of time,
the fair value of such consideration shall be determined by an independent
appraiser experienced in valuing such type of consideration jointly selected by
the Corporation and the holders of a majority of the outstanding Series B
Preferred Stock. The determination of such appraiser shall be final and binding
upon the parties, and the fees and expenses of such appraiser shall be borne by
the Corporation.

                (vi) Integrated Transactions. In case any Option is issued in
connection with the issue or sale of other securities of the Corporation,
together comprising one integrated transaction in which no specific
consideration is allocated to such Option by the parties thereto, the
consideration for the Option shall be the Market Price thereof.

                (vii) Treasury Shares. The number of shares of Common Stock
outstanding at any given time shall not include shares owned or held by or for
the account of the Corporation or any Subsidiary, and the disposition of any
shares so owned or held shall be considered an issue or sale of Common Stock.

                (viii) Record Date. If the Corporation takes a record of the
holders of Common Stock for the purpose of entitling them (a) to receive a
dividend or other distribution payable in Common Stock, Options or in
Convertible Securities or (b) to subscribe for or purchase Common Stock, Options
or Convertible Securities, then such record date shall be deemed to be the date
of the issue or sale of the shares of Common Stock deemed to have been issued or
sold upon the declaration of such dividend or upon the making of such other
distribution or the date of the granting of such right of subscription or
purchase, as the case may be.

         6D. SUBDIVISION OR COMBINATION OF COMMON STOCK. If the Corporation at
any time subdivides (by any stock split, stock dividend, recapitalization or
otherwise) one or more classes of its outstanding shares of Common Stock into a
greater number of shares, the Conversion Price in effect immediately prior to
such subdivision shall be proportionately reduced (and any other appropriate
actions shall be taken by the Corporation) so that the holder of any share of
Series B Preferred Stock thereafter surrendered for conversion (without actually
requiring such Series B Preferred Stock to be so converted and without regard to
any limitation on conversion set forth herein or otherwise) shall be entitled to
receive the number of shares of Common Stock or other securities of the
Corporation that such holder would have owned or would have been entitled to
receive upon or by reason of the events described above, had such share of
Series B Preferred Stock been converted (without actually requiring such Series
B Preferred Stock to be so converted and without regard to any limitation on
conversion set forth herein or otherwise) immediately prior to the occurrence of
such event. If the Corporation at any time combines (by






                                       12


reverse stock split or otherwise) one or more classes of its outstanding shares
of Common Stock into a smaller number of shares, the Conversion Price in effect
immediately prior to such combination shall be proportionately increased (and
any other appropriate actions shall be taken by the Corporation) so that the
holder of any share of Series B Preferred Stock thereafter surrendered for
conversion (without actually requiring such Series B Preferred Stock to be so
converted and without regard to any limitation on conversion set forth herein or
otherwise) shall be entitled to receive the number of shares of Common Stock or
other securities of the Corporation that such holder would have owned or would
have been entitled to receive upon or by reason of the events described above,
had such share of Series B Preferred Stock been converted (without actually
requiring such Series B Preferred Stock to be so converted and without regard to
any limitation on conversion set forth herein or otherwise) immediately prior to
the occurrence of such event.

         6E. REORGANIZATION, RECLASSIFICATION, CONSOLIDATION, MERGER OR SALE.
Any recapitalization, reorganization, reclassification, consolidation, merger,
sale of all or substantially all of the Corporation's assets or other
transaction, in each case which is effected in such a manner that the holders of
Common Stock are entitled to receive (either directly or upon subsequent
liquidation) stock, securities or assets with respect to or in exchange for
Common Stock, is referred to herein as an "ORGANIC CHANGE". Prior to the
consummation of any Organic Change (other than an Organic Change that is also a
Change in Control), the Corporation shall make appropriate provisions (in form
and substance satisfactory to the holders of a majority of the Series B
Preferred Stock then outstanding) to insure that each of the holders of Series B
Preferred Stock shall thereafter have the right to acquire and receive, in lieu
of or in addition to (as the case may be) the shares of Common Stock immediately
theretofore acquirable and receivable upon the conversion of such holder's
Series B Preferred Stock, such shares of stock, securities or assets as such
holder would have received in connection with such Organic Change if such holder
had converted its Series B Preferred Stock (without actually requiring such
Series B Preferred Stock to be so converted and without regard to any limitation
on conversion set forth herein or otherwise) immediately prior to such Organic
Change. In each such case, the Corporation shall also make appropriate
provisions (in form and substance satisfactory to the holders of a majority of
the Series B Preferred Stock then outstanding) to insure that the provisions of
this SECTION 6 and SECTION 7 below shall thereafter be applicable to the Series
B Preferred Stock (including, in the case of any such consolidation, merger or
sale in which the successor entity or purchasing entity is other than the
Corporation, an immediate adjustment of the Conversion Price to the value for
the Common Stock reflected by the terms of such consolidation, merger or sale,
and a corresponding immediate adjustment in the number of shares of Common Stock
acquirable and receivable upon conversion of Series B Preferred Stock , if the
value so reflected is less than the Conversion Price in effect immediately prior
to such consolidation, merger or sale). The Corporation shall not effect any
such consolidation, merger or sale, unless prior to the consummation thereof,
the successor entity (if other than the Corporation) resulting from
consolidation or merger or the entity purchasing such assets assumes by written
instrument (in form and substance satisfactory to the holders of a majority of
the Series B Preferred Stock then outstanding), the obligation to deliver to
each such holder such shares of stock, securities or assets as, in accordance
with the foregoing provisions, such holder may be entitled to acquire.




                                       13


         6F. CERTAIN DISTRIBUTIONS. In case the Corporation shall at any time or
from time to time, prior to conversion of shares of Series B Preferred Stock,
distribute to all holders of shares of the Common Stock (including any such
distribution made in connection with a merger or consolidation in which the
Corporation is the resulting or surviving Person and the Common Stock is not
changed or exchanged), cash, evidences of indebtedness of the Corporation or
another issuer, securities of the Corporation or another issuer or other assets
(excluding cash dividends in which holders of shares of Series B Preferred Stock
participate, in the manner provided in SECTION 2, dividends payable in shares of
Common Stock for which adjustment is made under another paragraph of this
SECTION 6 and any distribution in connection with a Permitted Issuance), or
rights or warrants to subscribe for or purchase of any of the foregoing, then,
and in each such case, the Conversion Price then in effect shall be adjusted
(and any other appropriate actions shall be taken by the Corporation) by
multiplying the Conversion Price in effect immediately prior to the date of such
distribution by a fraction (x) the numerator of which shall be the Market Price
of the Common Stock immediately prior to the date of distribution less the then
fair market value (as determined by the Board of Directors in the exercise of
their fiduciary duties) of the portion of the cash, evidences of indebtedness,
securities or other assets so distributed or of such rights or warrants
applicable to one share of Common Stock and (y) the denominator of which shall
be the Market Price of the Common Stock immediately prior to the date of
distribution (but such fraction shall not be greater than one); provided,
however, that no adjustment shall be made with respect to any distribution of
rights or warrants to subscribe for or purchase securities of the Corporation if
the holder of shares of Series B Preferred Stock would otherwise be entitled to
receive such rights or warrants upon conversion at any time of shares of Series
B Preferred Stock into Common Stock. Such adjustment shall be made whenever any
such distribution is made and shall become effective retroactively to a date
immediately following the close of business on the record date for the
determination of stockholders entitled to receive such distribution.

         6G. CERTAIN EVENTS. If any event occurs of the type contemplated by the
provisions of this SECTION 6 but not expressly provided for by such provisions
(including, without limitation, the granting of stock appreciation rights,
phantom stock rights or other rights with equity features), then the Board of
Directors shall make an appropriate adjustment in the Conversion Price so as to
protect the rights of the holders of Series B Preferred Stock; provided, that no
such adjustment shall increase the Conversion Price as otherwise determined
pursuant to this SECTION 6 or decrease the number of shares of Common Stock
issuable upon conversion of each Share of Series B Preferred Stock.

         6H. NOTICES.

                (i) Immediately upon any adjustment of the Conversion Price, the
Corporation shall give written notice thereof to all holders of Series B
Preferred Stock, setting forth in reasonable detail and certifying the
calculation of such adjustment.

                (ii) The Corporation shall give written notice to all holders of
Series B Preferred Stock at least twenty (20) days prior to the date on which
the Corporation closes its books or takes a record (a) with respect to any
dividend or distribution upon Common Stock, (b) with respect to any pro rata
subscription offer to holders of Common Stock, or (c) for





                                       14


determining rights to vote with respect to any Change of Control Organic Change
or Liquidation Event.

                (iii) The Corporation shall also give written notice to the
holders of Series B Preferred Stock at least twenty (20) days prior to the date
on which any Organic Change or Change of Control shall take place.

         6I. CONVERSION AT ELECTION OF CORPORATION. Subject to the restrictions
set forth below, at any time and from time to time the Corporation may elect to
require holders of Series B Preferred Stock to convert shares of Series B
Preferred Stock into shares of Common Stock at the then applicable Conversion
Price. The Corporation may exercise its election to convert shares of Series B
Preferred Stock pursuant to this SECTION 6I by sending written notice of such
conversion to all holders of Shares at least three (3) Business Days prior to
the consummation of such conversion; provided, however, that: (A) the
Corporation shall not deliver a notice of conversion pursuant to this SECTION 6I
and no conversion of Shares may occur pursuant to this SECTION 6I at any time
when (i) an Event of Noncompliance has occurred and is continuing, (ii) the
proposed conversion would occur within 30 days of any period during which the
trading in shares of Common Stock by the Corporation's officers or directors is
restricted by the Corporation's policies or within 90 days of another notice
delivered by the Corporation pursuant to this SECTION 6I, (iii) the Market Price
is less than the Applicable Share Minimum, or (iv) the aggregate number of
shares of Common Stock previously issued pursuant to this SECTION 6I during any
period of 12 consecutive weeks (when aggregated with the Shares proposed to be
converted) would exceed 15% of the aggregate volume of shares of Common Stock
traded on The New York Stock Exchange during the 12 week period ended on the
Saturday immediately preceding such time; and (B) no single election to convert
shares of Series B Preferred Stock pursuant to this SECTION 6I shall be made
with respect to more than 12,500 shares of Series B Preferred Stock (as the same
may be adjusted to reflect any stock split, stock dividend, reclassification or
other transaction having a similar effect). Each conversion of Shares pursuant
to this SECTION 6I shall be made pro rata among the holders of the Shares based
upon the number of Shares then held by each such holder.

         Section 7. PURCHASE RIGHTS. If the Corporation issues any shares of
Common Stock, Options, Convertible Securities, other equity securities or
securities containing options or rights to acquire any equity securities or any
securities convertible or exchangeable for equity securities, in each case after
the date hereof (other than a Permitted Issuance) to any Person (the "OFFEREE"),
such issuance (the "OFFER") will be subject to the right of first offer and
participation rights set forth in SECTION 7A and SECTION 7B below.

         7A. PREFERRED STOCK ISSUANCES. If the securities to be issued in the
Offer include any class or series of preferred stock of the Corporation whether
by liquidation, dividend or voting rights, the Corporation shall offer such
securities (the "PREFERRED OFFERED SECURITIES") to the holders of Shares by
delivery of written notice to such holders not less than 30 days prior to the
date of the proposed issuance. Such notice shall disclose in reasonable detail
the proposed terms (including price terms) and conditions of the Offer (the
"PREFERRED OFFER NOTICE"). Each holder of Shares shall have the right to
purchase its ratable portion of the Preferred Offered Securities (determined by
dividing the number of Shares held by such holder by the total number of Shares
then outstanding) on the terms as set forth in the Preferred Offer Notice, by
delivery of written notice






                                       15


to the Corporation of such election within 15 days after delivery of the
Preferred Issuance Notice (the "PREFERRED ELECTION NOTICE"). If any holder of
Shares has elected to purchase any Preferred Offered Securities, the sale of
such securities shall be consummated as soon as practical after the delivery of
the Preferred Election Notice (but in any event not later than the date on which
the proposed issuance is scheduled to close). If the holders of Shares elect to
purchase less than all of the Preferred Offered Securities as described above,
the Corporation may issue such remaining Preferred Offered Securities to the
Offeree at the same price and on the same terms as set forth in the Preferred
Issuance Notice during the 45-day period beginning from the date on which the
Preferred Election Notice has been delivered to the Corporation. Any Preferred
Offered Securities not issued within such 45-day period will be subject to this
SECTION 7A upon subsequent issuance.

         7B. OTHER ISSUANCES. If the securities to be issued pursuant to the
Offer do not include any class or series of preferred stock of the Corporation
whether by liquidation, dividend or voting rights, the Corporation shall offer
to sell to each holder of Shares a number of such securities (the "OFFERED
SECURITIES") so that such holder's Ownership Ratio immediately after the
issuance of such securities would be equal to such holder's Ownership Ratio
immediately prior to such issuance of securities. The Corporation shall give
each holder of Shares at least 30 days prior written notice of any proposed
issuance, which notice shall disclose in reasonable detail the proposed terms
and conditions of such issuance (the "ISSUANCE NOTICE"). Each holder of Shares
shall be entitled to purchase its ratable portion of the Offered Securities at
the same price, on the same terms, and at the same time as the securities are
issued to the Offeree by delivery of written notice to the Corporation of such
election within 15 days after delivery of the Issuance Notice (the "ELECTION
NOTICE"); provided, that if more than one type of security is proposed to be
issued, such holder shall, if it exercises its rights pursuant to this SECTION
7B, purchase such securities in the same ratio to be issued to the Offeree. If
any holder of Shares has elected to purchase any Offered Securities, the sale of
such securities shall be consummated as soon as practical after the delivery of
the Election Notice (but in any event not later than the date on which the
proposed issuance is scheduled to close).

         Section 8. EVENTS OF NONCOMPLIANCE.

         8A. DEFINITION. An Event of Noncompliance shall have occurred if:

                (i) (A) the Corporation fails to pay in full in cash any cash
dividends (to the extent declared), Series B Liquidation Preference or Series B
Redemption Price (or any amount owing under SECTION 3B, SECTION 4B or SECTION 4D
or otherwise herein) to the holders of the Series B Preferred Stock as and when
required to be paid hereunder and such failure continues for more than five (5)
Business Days, (B) the Corporation breaches or otherwise fails to perform or
observe in any material respect any covenant or agreement set forth in SECTION
5C(v) hereof, or (C) breaches or otherwise fails to perform or observe in any
material respect any covenant or agreement set forth in Section 9.1(b), 9.1(c)
or 9.1(d) of the Purchase Agreement;

                (ii) the Corporation breaches or otherwise fails to perform or
observe in any material respect any other covenant or agreement set forth herein
or in the Purchase Agreement (including, without limitation, Section 9.2(a)
thereof), other than those covenants and agreements that are referred to in
SECTION 8A(i) above which shall be governed by the terms of SECTION 8A(i),





                                       16


and such breach or failure is not cured within 90 days from the first date on
which a responsible officer of the Corporation has knowledge of such breach or
failure;

                (iii) any representation or warranty made by the Corporation in
the Purchase Agreement or in any certificate furnished in connection therewith
ceases to be true in any material respect (or, to the extent such representation
or warranty is qualified by materiality or Material Adverse Effect (as defined
in the Purchase Agreement), in any respect) as of the date made;

                (iv) any (x) default which results in the acceleration of any
indebtedness, where the principal amount of such indebtedness, when added to the
principal amount of all other indebtedness of the Corporation then in default,
exceeds $5,000,000, or (y) a judgment or judgments for the payment of more than
$1,000,000 in the aggregate (net of any portion of such judgment or judgements
paid by the Corporation's insurance carrier) is or are entered against the
Corporation and such judgment or judgments is or are not discharged or dismissed
or stayed pending appeal within 90 days after entry;

                (v) the Corporation or any material Subsidiary makes an
assignment for the benefit of creditors or admits in writing its inability to
pay its debts generally as they become due; or an order, judgment or decree is
entered adjudicating the Corporation or any material Subsidiary bankrupt or
insolvent; or any order for relief with respect to the Corporation or any
material Subsidiary is entered under the Federal Bankruptcy Code; or the
Corporation or any material Subsidiary petitions or applies to any tribunal for
the appointment of a custodian, trustee, receiver or liquidator of the
Corporation or any material Subsidiary or of any substantial part of the assets
of the Corporation or any material Subsidiary, or commences any proceeding
(other than a proceeding for the voluntary liquidation and dissolution of a
Subsidiary) relating to the Corporation or any material Subsidiary under any
bankruptcy, reorganization, arrangement, insolvency, readjustment of debt,
dissolution or liquidation law of any jurisdiction; or any such petition or
application is filed, or any such proceeding is commenced, against the
Corporation or any material Subsidiary and either (a) the Corporation or any
such Subsidiary by any act indicates its approval thereof, consent thereto or
acquiescence therein or (b) such petition, application or proceeding is not
dismissed within 90 days; or

                (vi) the shelf registration statement filed with the Securities
and Exchange Commission in accordance with the terms of the Registration Rights
Agreement is not declared effective by July 11, 2002 or such registration
statement ceases to be effective at any time prior to the sale of all of the
Registrable Securities (as defined in the Registration Rights Agreement)
thereunder.

         8B. CONSEQUENCES OF EVENTS OF NONCOMPLIANCE.

                (i) If an Event of Noncompliance has occurred, the Dividend Rate
on the Series B Preferred Stock shall increase immediately by an increment of
1%. Thereafter, other than in the case of an Event of Noncompliance of the type
described in SECTION 8A(vi), until such time as no Event of Noncompliance exists
or such event has been waived in writing by the holders of a majority of the
Shares then outstanding, the Dividend Rate shall increase automatically at the
end of each succeeding 90-day period by an additional increment of 1% (but







                                       17


in no event shall the Dividend Rate be increased pursuant to this sentence by
more than 5%). Any increase of the Dividend Rate resulting from the operation of
this paragraph shall terminate as of the close of business on the date on which
no Event of Noncompliance exists, subject to subsequent increases pursuant to
this paragraph.

                (ii) If (x) any Event of Noncompliance of the type described in
SECTION 8A(i) has occurred or (y) any Event of Noncompliance of the type
described in SECTION 8A(ii) through SECTION 8A(iv) has occurred and, in the case
of this clause (y), such Event of Noncompliance has not been cured on or prior
to the last day of the Corporation's next successive fiscal quarter, then such
number of Agreed Directors as described below shall immediately resign from the
Board of Directors and the holders of a majority of the Series B Preferred Stock
then outstanding shall have the special right, voting separately as a single
class (with each Share being entitled to one vote) and to the exclusion of all
other classes of the Corporation's stock, to elect individuals to fill such
vacancies, to remove any individuals elected to such directorships and to fill
any subsequent vacancies in such directorships. The number of Agreed Directors
required to resign pursuant to the preceding sentence shall be the number
required such that the number of directors then elected to the Board of
Directors by the holders of the Series B Preferred Stock (including any
directors elected pursuant to the preceding sentence) shall constitute one less
than a minimum majority of the Board of Directors. In the event that any one or
more of the Agreed Directors fail to resign from the Board of Directors as
contemplated above (regardless of the reason or reasons therefor), the number of
directors constituting the Board of Directors shall be increased by such number
which, together with the number of directors then elected to the Board of
Directors by the holders of the Series B Preferred Stock (including any
directors elected pursuant to the first sentence of this SECTION 8A(ii)) shall
constitute one less than a minimum majority of the Board of Directors, and the
holders of a majority of the Series B Preferred Stock then outstanding, shall
have the special right, voting separately as a single class (with each Share
being entitled to one vote) and to the exclusion of all other classes of the
Corporation's stock, to elect individuals to fill such newly created
directorships, to remove any individuals elected to such directorships and to
fill any subsequent vacancies in such directorships. The special rights
described in this SECTION 8B(ii) shall continue until such time as there is no
longer any Event of Noncompliance in existence that gives rise to the right of
the holders of the Series B Preferred Stock to elect such directors, at which
time such special right shall terminate subject to revesting upon the occurrence
and continuation of any Event of Noncompliance which gives rise to such special
right hereunder. Notwithstanding the foregoing, the remedies set forth in this
SECTION 8B(ii) shall not be effective at any time when the holders of the Series
B Preferred Stock cease to hold shares of Series B Preferred Stock having an
aggregate Series B Liquidation Preference of at least $10,000,000, and the
outstanding shares of Series B Preferred Stock and Common Stock then
Beneficially Owned by such holders constitutes less than 5% of the aggregate
votes of the aggregate Voting Equity Interests of the Corporation.

                (iii) If any Event of Noncompliance of the type described in
SECTION 8A(ii) through SECTION 8A(iv) has occurred, then two (2) of the Agreed
Directors shall immediately resign from the Board of Directors and the holders
of a majority of the Series B Preferred Stock then outstanding shall have the
special right, voting separately as a single class (with each Share being
entitled to one vote) and to the exclusion of all other classes of the
Corporation's stock, to elect individuals to fill such vacancies, to remove any
individuals elected to such directorships and to fill any subsequent vacancies
in such directorships. In the event that neither one nor two






                                       18


of the Agreed Directors resign from the Board of Directors as contemplated above
(regardless of the reason or reasons therefor), the number of directors
constituting the Board of Directors shall be increased by one or two directors,
as the case may be, and the holders of a majority of the Series B Preferred
Stock then outstanding, shall have the special right, voting separately as a
single class (with each Share being entitled to one vote) and to the exclusion
of all other classes of the Corporation's stock, to elect individuals to fill
such newly created directorships, to remove any individuals elected to such
directorships and to fill any subsequent vacancies in such directorships. The
special rights described in this SECTION 8B(iii) shall continue until such time
as there is no longer any Event of Noncompliance in existence that gives rise to
the right of the holders of the Series B Preferred Stock to elect such
directors, at which time such special right shall terminate subject to revesting
upon the occurrence and continuation of any Event of Noncompliance which gives
rise to such special right hereunder; provided, that if such Event of
Noncompliance has not been cured on or prior to the last day of the
Corporation's next successive fiscal quarter, such special right shall terminate
as of such date and the right described in SECTION 8B(ii) above shall govern.
Notwithstanding the foregoing, the remedies set forth in this SECTION 8B(iii)
shall not be effective at any time when the holders of the Series B Preferred
Stock cease to hold shares of Series B Preferred Stock having an aggregate
Series B Liquidation Preference of at least $10,000,000, and the outstanding
shares of Series B Preferred Stock and Common Stock then Beneficially Owned by
such holders constitutes less than 5% of the aggregate votes of the aggregate
Voting Equity Interests of the Corporation.

                (iv) If any Event of Noncompliance of the type described in
SECTION 8A(v) has occurred, then each of the Agreed Directors shall immediately
resign from the Board of Directors and the holders of a majority of the Series B
Preferred Stock then outstanding shall have the special right, voting separately
as a single class (with each Share being entitled to one vote) and to the
exclusion of all other classes of the Corporation's stock, to elect individuals
to fill such vacancies, to remove any individuals elected to such directorships
and to fill any subsequent vacancies in such directorships. In the event that
any one or more of the Agreed Directors fail to resign from the Board of
Directors as contemplated above (regardless of the reason or reasons therefor),
or if the total number of Agreed Directors together with the number of directors
then elected to the Board of Directors by the holders of the Series B Preferred
Stock (not taking into account any directors elected pursuant to the preceding
sentence) does not constitute a majority of the Board of Directors, then the
number of directors constituting the Board of Directors shall be increased by
such number which, together with the number of directors then elected to the
Board of Directors by the holders of the Series B Preferred Stock (including any
directors elected pursuant to the preceding sentence) shall constitute a minimum
majority of the Board of Directors, and the holders of a majority of the Series
B Preferred Stock then outstanding shall have the special right, voting
separately as a single class (with each Share being entitled to one vote) and to
the exclusion of all other classes of the Corporation's stock, to elect
individuals to fill such newly created directorships, to remove any individuals
elected to such directorships and to fill any subsequent vacancies in such
directorships. The special rights described in this SECTION 8B(iv) shall
continue until such time as there is no longer any Event of Noncompliance in
existence that gives rise to the right of the holders of the Series B Preferred
Stock to elect such directors, at which time such special right shall terminate
subject to revesting upon the occurrence and continuation of any Event of
Noncompliance which gives rise to such special right hereunder. Notwithstanding
the foregoing, the remedies set forth in this SECTION 8B(iv) shall not be
effective at any time when the holders of the Series B Preferred Stock cease






                                       19


to hold shares of Series B Preferred Stock having an aggregate Series B
Liquidation Preference of at least $10,000,000, and the outstanding shares of
Series B Preferred Stock and Common Stock then Beneficially Owned by such
holders constitutes less than 5% of the aggregate votes of the aggregate Voting
Equity Interests of the Corporation.

                (v) Reserved.

                (vi) If an Event of Noncompliance of the type described in
SECTION 8A(i)(C) occurs, the Conversion Price of the Series B Preferred Stock
shall be reduced immediately by $.76 (subject to adjustment to reflect any stock
split, stock dividend, reclassification or other transaction having a similar
effect). At such time as such Event of Noncompliance is no longer in existence,
the Conversion Price in effect immediately prior to such time shall be
readjusted to the Conversion Price that would have been in effect as of such
time had the adjustments provided for in this SECTION 8B(vi) not occurred and
taking into account for purposes of such readjustment any other adjustments to
the Conversion Price that would have been made during the continuation of the
Event of Noncompliance which triggered the adjustments provided for in this
SECTION 8B(vi) had the adjustments provided for in this SECTION 8B(vi) not
occurred. Notwithstanding the foregoing, no reduction of the Conversion Price
pursuant to this SECTION 8B(vi) shall be made at any time when representatives
of holders of the Series B Preferred Stock constitute a majority of the Board of
Directors, whether elected pursuant to SECTION 5B, this SECTION 8B or otherwise.
Notwithstanding the foregoing, in no event will the Conversion Price be reduced
below $.01.

                (vii) If an Event of Noncompliance of the type described in
SECTION 8A(ii) occurs as a result of the Corporation's breach or failure to
perform or observe its obligations arising under Section 9.2(a) of the Purchase
Agreement, the Conversion Price of the Series B Preferred Stock shall be reduced
immediately by $.76 (subject to adjustment to reflect any stock split, stock
dividend, reclassification or other transaction having a similar effect).
Thereafter, until the such Event of Noncompliance is no longer in existence,
every 90 days the Conversion Price shall be reduced immediately by $.76 (subject
to adjustment to reflect any stock split, stock dividend, reclassification or
other transaction having a similar effect), subject to a maximum reduction under
this SECTION 8B(vii) not to exceed $3.80 (also subject to adjustment to reflect
any stock split, stock dividend, reclassification or other transaction having a
similar effect). At such time as such Event of Noncompliance is no longer in
existence, the Conversion Price in effect immediately prior to such time shall
be readjusted to the Conversion Price that would have been in effect as of such
time had the adjustments provided for in this SECTION 8B(vii) not occurred and
taking into account for purposes of such readjustment any other adjustments to
the Conversion Price that would have been made during the continuation of the
Event of Noncompliance which triggered the adjustments provided for in this
SECTION 8B(vii) had the adjustment provided for in this SECTION 8B(vii) not
occurred. Notwithstanding the foregoing, no reduction of the Conversion Price
pursuant to this SECTION 8B(vii) shall be made at any time when representatives
of holders of the Series B Preferred Stock constitute a majority of the Board of
Directors, whether elected pursuant to SECTION 5B, this SECTION 8B or otherwise.
Notwithstanding the foregoing, in no event will the Conversion Price be reduced
below $.01.

                (viii) If any Event of Noncompliance exists, each holder of
Series B Preferred Stock shall also have any other rights which such holder is
entitled to at any time under the






                                       20


Purchase Agreement, any other contract or agreement and any other rights which
such holder may have pursuant to applicable law.

         8C. ELECTION PROCEDURES.

                (i) The special rights of the holders of the Series B Preferred
Stock to elect members of the Board of Directors pursuant to SECTION 8B(ii),
(iii) or (iv) may be exercised at (x) a special meeting called pursuant to this
SECTION 8C, (y) at any annual or other special meeting of stockholders, and (z)
to the extent and in the manner permitted by applicable law, pursuant to a
written consent in lieu of a meeting of stockholders.

                (ii) At any time when such rights have vested in the holders of
Series B Preferred Stock, a proper officer of the Corporation shall, upon the
written request of the holder of at least 10% of the Preferred Stock then
outstanding, addressed to the secretary of the Corporation, call a special
meeting of the holders of Series B Preferred Stock for the purpose of electing
directors pursuant to SECTION 8B. Such meeting shall be held at the earliest
legally permissible date at the principal office of the Corporation, or at such
other place designated by the holders of at least 10% of the Preferred Stock
then outstanding. If such meeting has not been called by a proper officer of the
Corporation within 5 days after personal service of such written request upon
the secretary of the Corporation or within 10 days after mailing the same to the
secretary of the Corporation at its principal office, then the holders of at
least 10% of the Series B Preferred Stock then outstanding may designate in
writing one of their number to call such meeting at the expense of the
Corporation, and such meeting may be called by such Person so designated upon
the notice required for annual meetings of stockholders and shall be held at the
Corporation's principal office, or at such other place designated by the holders
of at least 10% of the Preferred Stock then outstanding. Any holder of Preferred
Stock so designated shall be given access to the stock record books of the
Corporation for the purpose of causing a meeting of stockholders to be called
pursuant to this paragraph.

                (iii) At any meeting or at any adjournment thereof at which the
holders of Series B Preferred Stock have the special right to elect directors
pursuant to SECTION 8B, the presence, in person or by proxy, of the holders of a
majority of the Preferred Stock then outstanding shall be required to constitute
a quorum for the election or removal of any director by the holders of the
Series B Preferred Stock exercising such special right. The vote of a majority
of such quorum shall be required to elect or remove any such director.

                (iv) Any director so elected by the holders of Preferred Stock
shall continue to serve as a director until the expiration of the lesser of (a)
a period of six months following the date on which there is no longer any Event
of Noncompliance in existence that gave rise to the special right to elect such
director or (b) the remaining period of the full term for which such director
has been elected. After the expiration of such six-month period or when the full
term for which such director has been elected ceases (provided that the special
right to elect directors has terminated), as the case may be, the number of
directors constituting the Board of Directors of the Corporation shall decrease
to such number as constituted the whole Board of Directors of the Corporation
immediately prior to the occurrence of the Event or Events of Noncompliance
giving rise to the special right to elect directors.





                                       21


         Section 9. REGISTRATION OF TRANSFER. The Corporation shall keep at its
principal office a register for the registration of Series B Preferred Stock.
Upon the surrender of any certificate representing Series B Preferred Stock at
such place, the Corporation shall, at the request of the record holder of such
certificate, execute and deliver (at the Corporation's expense) a new
certificate or certificates in exchange therefor representing in the aggregate
the number of Shares represented by the surrendered certificate. Each such new
certificate shall be registered in such name and shall represent such number of
Shares as is requested by the holder of the surrendered certificate and shall be
substantially identical in form to the surrendered certificate, and dividends
shall accrue on the Series B Preferred Stock represented by such new certificate
from the date to which dividends have been fully paid on such Series B Preferred
Stock represented by the surrendered certificate.

         Section 10. REPLACEMENT. Upon receipt of evidence reasonably
satisfactory to the Corporation (an affidavit of the registered holder shall be
satisfactory) of the ownership and the loss, theft, destruction or mutilation of
any certificate evidencing Shares of Series B Preferred Stock , and in the case
of any such loss, theft or destruction, upon receipt of indemnity reasonably
satisfactory to the Corporation (provided that if the holder is a financial
institution or other institutional investor its own agreement shall be
satisfactory), or, in the case of any such mutilation upon surrender of such
certificate, the Corporation shall (at its expense) execute and deliver in lieu
of such certificate a new certificate of like kind representing the number of
Shares of such class represented by such lost, stolen, destroyed or mutilated
certificate and dated the date of such lost, stolen, destroyed or mutilated
certificate, and dividends shall accrue on the Series B Preferred Stock
represented by such new certificate from the date to which dividends have been
fully paid on such lost, stolen, destroyed or mutilated certificate.

         Section 11. DEFINITIONS.

         "ABACUS" means ABACUS Master Fund, Ltd.

         "ADJUSTMENT MULTIPLIER" has the meaning set forth in SECTION 6B(ii).

         "AGREED DIRECTORS" means each member of the Board of Directors who has
entered into a letter agreement with ABRY Mezzanine Partners, L.P., ABACUS and
Sandler, dated as of the Original Date of Issuance, pursuant to which such
director has agreed to resign from the Board of Directors upon the occurrence of
certain events and circumstances set forth therein.

         "APPLICABLE SHARE MINIMUM" means, (i) $15.18 if the applicable date of
determination occurs prior to the third anniversary of the Original Date of
Issuance, (ii) $17.51 if the applicable date of determination occurs after the
third but prior to the fourth anniversary of the Original Date of Issuance,
(iii) $19.31 if the applicable date of determination occurs after the fourth but
prior to the fifth anniversary of the Original Date of Issuance, and (iv) $23.26
if the applicable date of determination occurs after the fifth, but prior to the
sixth anniversary of the Original Date of Issuance, in each case subject to
adjustment to reflect any stock split, stock dividend, reclassification,
recapitalizations or other transaction having a similar effect.

         "BENEFICIALLY OWN" has the meaning set forth in Rules 13d-3 and 13d-5
promulgated under the Securities Exchange Act of 1934, as amended.






                                       22


         "BUSINESS DAY" means any day other than a Saturday, Sunday, or any day
on which banks in New York City are authorized or obligated by applicable law to
close.

         "CHANGE OF CONTROL" means: (i) any sale, transfer, conveyance or other
disposition (other than by way of merger or consolidation) of all or
substantially all of the Corporation's assets, on a consolidated basis, in one
transaction or a series of related transactions, to any Person (including any
group that is deemed to be a Person); (ii) the consummation of any transaction
involving the Corporation, including, without limitation, any merger or
consolidation, whereby any Person (including any group that is deemed to be a
Person ) is or becomes the "beneficial owner," directly or indirectly, of more
than 35% of the aggregate voting equity securities of the Corporation or the
surviving entity or entities of such transaction if other than the Corporation;
(iii) the Continuing Directors cease for any reason to constitute a majority of
the members of the Board of Directors then in office; or (iv) the Corporation
adopts a plan of liquidation.

         "CHANGE OF CONTROL CAP" has the meaning set forth in SECTION 5A.

         "CHANGE OF CONTROL PURCHASE DATE" means the date on which any Notes
tendered in the offer required by SECTION 10.1 of the Indenture are repurchased
by the Corporation, which date shall not be later than the 35th Business Day
after the consummation of a Change of Control transaction.

         "COMMON STOCK" means, collectively, the Corporation's Common Stock, par
value $.01 per share (including any associated Right, as defined in and issued
pursuant to the Rights Agreement, dated as of June 9, 2000, by and between the
Corporation and Harris Trust and Savings Bank, as Rights Agent), and any capital
stock of any class of the Corporation hereafter authorized which is not limited
to a fixed sum or percentage of par or stated value in respect to the rights of
the holders thereof to participate in dividends or in the distribution of assets
upon any liquidation, dissolution or winding up of the Corporation.

         "COMMON STOCK DEEMED OUTSTANDING" means, at any given time, the number
of shares of Common Stock actually outstanding at such time, plus the number of
shares of Common Stock deemed to be outstanding pursuant to SECTIONS 6C(i) and
6C(ii) hereof whether or not the Options or Convertible Securities are actually
exercisable at such time, but excluding any shares of Common Stock.

         "CONTINUING DIRECTORS" means during any period of 12 consecutive
months, individuals who at the beginning of any such 12-month period constituted
the Board of Directors (together with any new directors whose election by such
Board of Directors or whose nomination for election by the shareholders of the
Corporation was approved by a vote of a majority of the directors then still in
office who were either directors at the beginning of such period or whose
election or nomination for election was previously so approved, including new
directors designated in or provided for in an agreement regarding the merger,
consolidation or sale, transfer or other conveyance, of all or substantially all
of the assets of the Corporation, if such agreement was approved by a vote of
such majority of directors).

         "CONVERSION PRICE" of any Share shall be equal to: (i) $7.61 from the
Original Date of Issuance until the day immediately preceding the 6th
anniversary of the Original Date of






                                       23


Issuance, as may be adjusted pursuant to SECTION 6 and SECTION 8B; and (ii) from
and after the 6th anniversary of the Original Date of Issuance, the lesser of
(x) the Conversion Price in effect pursuant to clause (i) above as of the day
immediately preceding the 6th anniversary of the Original Date of Issuance, as
the same may be adjusted pursuant to SECTION 6 and SECTION 8B, and (y) the
greater of (A) 90% of the Market Price of the Common Stock as of the relevant
conversion date and (B) $4.50, as the same may be adjusted pursuant to SECTION 6
and SECTION 8B.

         "CONVERTIBLE SECURITIES" means any stock or securities directly or
indirectly convertible into or exchangeable for Common Stock.

         "CORPORATION" means Penton Media, Inc., a Delaware corporation.

         "DIVIDEND RATE" of any Share shall be equal to: (i) a rate of 7.0% per
annum from the Original Date of Issuance until the day immediately preceding the
6th anniversary of the Original Date of Issuance (unless at any time during such
period the Corporation shall have received the Share Issuance Approval, in which
case (x) if the Share Issuance Approval is received on or prior to the 6th month
anniversary of the Original Date of Issuance, the "Dividend Rate" shall be equal
to a rate of 5.0% per annum adjusted retroactively to the Original Date of
Issuance, or (y) if the Share Issuance Approval is received after the 6th month
anniversary of the Original Date of Issuance, the "Dividend Rate" shall be equal
to a rate of 5.0% per annum from and after the date on which the Corporation
received the Share Issuance Approval through the end of such period); and (ii)
15% from and after the 6th anniversary of the Original Date of Issuance, in each
case subject to adjustment pursuant to SECTION 8B(i).

         "DIVIDEND REFERENCE DATE" has the meaning set forth in SECTION 2A.

         "ELECTION NOTICE" has the meaning set forth in SECTION 7B.

         "EVENT OF NONCOMPLIANCE" means the events described in SECTION 8A.

         "GROUP" has the meaning set forth in Rule 13d-5 promulgated under the
Securities Exchange Act of 1934, as amended; provided, that until the
termination of the Purchase Agreement, all holders of Series B Preferred Stock
shall be deemed to be a member of a Group for purposes of SECTION 5A and SECTION
6A(i) hereof unless such holders unanimously agree in writing otherwise.

         "INDENTURE" means the Indenture, dated as of June 28, 2001, by and
among Penton Media, Inc. as Issuer, the Subsidiary Guarantors therein, and the
Bank of New York as Trustee, with respect to the 10.375% $185,000,000 Senior
Subordinated Notes due June 15, 2011 as amended or supplemented from time to
time in accordance with the terms thereof and in accordance with the terms of
the Purchase Agreement.

         "JUNIOR SECURITIES" means any capital stock or other equity securities
of the Corporation, except for the Series B Preferred Stock.

         "LIQUIDATION EVENT" has the meaning set forth in SECTION 3A.












                                       24


         "LIQUIDATION VALUE" of any Share shall be equal to (i) from the
Original Date of Issuance until the day immediately preceding the 6th
anniversary of the Original Date of Issuance, $1,000.00, and (ii) from and after
the 6th anniversary of the Original Date of Issuance, $4,570, unless the
Corporation has not received the Share Issuance Approval as of such date, in
which case the "Liquidation Value" of such Shares shall be $9,140, in each case
as the same may be adjusted to reflect any stock split, stock dividend,
reclassification, recapitalization or other transaction having a similar effect.

         "MARKET PRICE" of any security means the average of the closing prices
of such security's sales on all securities exchanges on which such security may
at the time be listed, or, if there has been no sales on any such exchange on
any day, the average of the highest bid and lowest asked prices on all such
exchanges at the end of such day, or, if on any day such security is not so
listed, the average of the representative bid and asked prices quoted in the
NASDAQ System as of 4:00 P.M., New York time, or, if on any day such security is
not quoted in the NASDAQ System, the average of the highest bid and lowest asked
prices on such day in the domestic over-the-counter market as reported by the
National Quotation Bureau, Incorporated, or any similar successor organization,
in each such case (i) averaged over a period of 30 days consisting of the day as
of which "Market Price" is being determined and the 29 consecutive Business Days
prior to such day, and (ii) averaged on a volume-weighted basis based on the
trading volume for each such Business Day. If at any time such security is not
listed on any securities exchange or quoted in the NASDAQ System or the
over-the-counter market, the "Market Price" shall be the fair value thereof
determined jointly by the Corporation and the holders of a majority of the
Series B Preferred Stock. If such parties are unable to reach agreement within a
reasonable period of time, such fair value shall be determined by an independent
appraiser experienced in valuing securities jointly selected by the Corporation
and the holders of a majority of the Series B Preferred Stock. The determination
of such appraiser shall be final and binding upon the parties, and the
Corporation shall pay the fees and expenses of such appraiser.

         "NEW INDENTURE" means the Indenture, dated as of March 28, 2002, by and
among Penton Media, Inc. as Issuer, the Subsidiary Guarantors therein, and the
U.S. Bank National Association, as Trustee, with respect to the 11.875%
$157,500,000 Senior Secured Notes due October 1, 2007, as amended or
supplemented from time to time in accordance with the terms thereof and in
accordance with the terms of the Purchase Agreement.

         "NOTES" means, collectively (i) the Initial Notes as defined in the
Indenture in effect as of the Original Date of Issuance, (ii) the Exchange Notes
as defined in the Indenture in effect as of the Original Date of Issuance, and
(iii) the Additional Notes as defined in the Indenture in effect as of the
Original Date of Issuance.

         "OFFER" has the meaning set forth in SECTION 7.

         "OFFEREE" has the meaning set forth in SECTION 7.

         "OFFER NOTICE" has the meaning set forth in SECTION 7B.

         "OFFERED SECURITIES" has the meaning set forth in SECTION 7B.





                                       25


         "OPTIONS" means any rights, warrants or options to subscribe for or
purchase Common Stock or Convertible Securities.

         "ORGANIC CHANGE" has the meaning set forth in SECTION 6E.

         "ORIGINAL DATE OF ISSUANCE" means March 19, 2002.

         "OWNERSHIP RATIO" means, as to any Person at any time of determination,
the percentage obtained by dividing the amount of shares of Common Stock held by
such Person on a fully diluted, as-if-converted basis at such time by the
aggregate amount of shares of Common Stock outstanding fully diluted,
as-if-converted basis at such time (without regard to any limitation on
conversion set forth herein or otherwise).

         "PERMITTED ISSUANCE" means (i) the issuance or granting of Common Stock
(including restricted, deferred or performance shares), Options or Convertible
Securities to employees of the Corporation and its Subsidiaries or the exercise
thereof pursuant to a Stock Option Plan, to the extent the aggregate Common
Stock, Options or Convertible Securities issued or granted pursuant to this
clause (i) do not exceed 15% of the Common Stock Deemed Outstanding on the day
before the Original Date of Issuance (subject to adjustment to reflect any stock
split, stock dividend, reclassification, recapitalization or other transaction
having a similar effect), (ii) the issuance of Common Stock hereunder, (iii) the
issuance of Common Stock upon the exercise of the Warrants, (iv) the issuance of
Common Stock by the Corporation for consideration other than cash pursuant to a
consummated merger, consolidation, acquisition, or similar business combination,
so long as (A) such issuance was approved by a majority of the Preferred
Directors or (B) the aggregate Common Stock, Options or Convertible Securities
issued or granted pursuant to this clause (iv) and the following clause (v) does
not exceed 5% of the Common Stock Deemed Outstanding on the day before the
Original Date of Issuance (subject to adjustment to reflect any stock split,
stock dividend, reclassification, recapitalization or other transaction having a
similar effect), (v) the issuance of Common Stock pursuant to any securities
issued to a bank or other similar financial institution in connection with a
loan or other indebtedness for borrowed money (provided, that the Board of
Directors has approved the issuance of such securities and loan or other
indebtedness), to the extent the aggregate Common Stock, Options or Convertible
Securities issued or granted pursuant to this clause (v) and the preceding
clause (iv) does not exceed 5% of the Common Stock Deemed Outstanding on the day
before the Original Date of Issuance (subject to adjustment to reflect any stock
split, stock dividend, reclassification, recapitalization or other transaction
having a similar effect)); or (vi) the issuance of Common Stock by the
Corporation pursuant to an underwritten offering registered with the Securities
and Exchange Commission.

         "PERSON" or "PERSON" means any corporation, individual, limited
liability company, joint stock company, joint venture, partnership,
unincorporated association, governmental regulatory entity, country, state or
political subdivision thereof, trust, municipality or other entity.

         "PREFERRED DIRECTORS" means the member of the Board of Directors
elected by the holders of the Series B Shares pursuant to SECTION 5B.

         "PREFERRED ELECTION NOTICE" has the meaning set forth in SECTION 8A.





                                       26


         "PREFERRED OFFER NOTICE" has the meaning set forth in SECTION 8A.

         "PREFERRED OFFER SECURITIES" has the meaning set forth in SECTION 8A.

         "PURCHASE AGREEMENT" means the Amended and Restated Series B
Convertible Preferred Stock and Warrant Purchase Agreement, dated as of March
18, 2002, by and between the Corporation, ABRY Mezzanine Partners, L.P., ABACUS
and Sandler, as such agreement may from time to time be amended in accordance
with its terms.

         "REDEMPTION DATE" means any date on which shares of Series B Preferred
Stock are scheduled to be redeemed pursuant to any of SECTIONS 4A or SECTION 4B.

         "REGISTRATION RIGHTS AGREEMENT" means the Registration Rights Agreement
dated as of Original Date of Issuance, by and between the Corporation, ABRY
Mezzanine Partners, L.P., ABACUS and Sandler, as such agreement may from time to
time be amended in accordance with its terms.

         "SANDLER" has the meaning set forth in the Purchase Agreement.

         "SECURITIES ACT" means the Securities Act of 1933, as amended.

         "SERIES B LIQUIDATION PREFERENCE" has the meaning set forth in SECTION
3A.

         "SERIES B REDEMPTION PRICE" has the meaning set forth in SECTION 4A.

         "SHARE" has the meaning set forth in SECTION 2A.

         "STOCK OPTION PLAN" means any stock option plan for the benefit of the
Corporation's officers, employees or directors which has been approved by the
Board of Directors (or a committee thereof that has the authority to administer
any such plan), including, without limitation, the Corporation's 1998 Equity and
Performance Incentive Plan, the Corporation's 1998 Director Stock Option Plan,
the Corporation's Management Stock Purchase Plan and the Corporation's Employee
Stock Purchase Plan.

         "SUBSIDIARY" means, with respect to any Person, any corporation,
limited liability company, partnership, association or other business entity of
which (i) if a corporation, a majority of the total voting power of shares of
stock entitled (without regard to the occurrence of any contingency) to vote in
the election of directors, managers or trustees thereof is at the time owned or
controlled, directly or indirectly, by that Person or one or more of the other
Subsidiaries of that Person or a combination thereof, or (ii) if a limited
liability company, partnership, association or other business entity, a majority
of the partnership or other similar ownership interest thereof is at the time
owned or controlled, directly or indirectly, by any Person or one or more
Subsidiaries of that person or a combination thereof. For purposes hereof, a
Person or Persons shall be deemed to have a majority ownership interest in a
limited liability company, partnership, association or other business entity if
such Person or Persons shall be allocated a majority of limited liability
company, partnership, association or other business entity gains or losses or
shall be or control the managing general partner of such limited liability
company, partnership, association or other business entity.





                                       27






         "UNPAID DIVIDENDS" means with respect to each Share (i) as of any date
of determination prior to the 6th anniversary of the Original Date of Issuance,
all accumulated dividends and accrued and unpaid but not yet accumulated
dividends thereon from and including the date of issuance of such Share to and
including such date of determination, and (ii) as of any date of determination
on or after the 6th anniversary of the Original Date of Issuance, all
accumulated dividends and accrued and unpaid but not yet accumulated dividends
thereon that have accumulated and accrued solely from and including the 6th
anniversary of the Original Date of Issuance to and including such date of
determination.

         "VOTING EQUITY INTERESTS" has the meaning set forth in the Indenture.

         "WARRANTS" means the warrants to purchase shares of Common Stock issued
under the Purchase Agreement.

         Section 12. AMENDMENT AND WAIVER. No amendment, modification or waiver
of any provision hereof shall be binding or effective without the prior written
consent of the holders of at least 75% of the Series B Preferred Stock
outstanding at the time such action is taken; except, that the holders of a
majority of the outstanding Series B Preferred Stock may waive the application
of any of the provisions set forth in SECTION 8B, other than SECTION 8B(vi) or
(vii) which shall require the approval of holders of at least 75% of the Series
B Preferred Stock.

         Section 13. NOTICES. Except as otherwise expressly provided hereunder,
all notices referred to herein shall be in writing and shall be delivered by
registered or certified mail, return receipt requested and postage prepaid, or
by reputable overnight courier service, charges prepaid, and shall be deemed to
have been given when so mailed or sent (i) to the Corporation, at its principal
executive offices and (ii) to any stockholder, at such holder's address as it
appears in the stock records of the Corporation (unless otherwise indicated by
any such holder).




















                                       28