Exhibit 3 VOTING AGREEMENT VOTING AGREEMENT (this "AGREEMENT"), dated as of October 29, 2000, among those shareholders of About.com, Inc., a Delaware corporation (the "COMPANY"), listed on the signature page hereof (each, a "Shareholder," and...Voting Agreement • November 8th, 2000 • Primedia Inc • Periodicals: publishing or publishing & printing • New York
EXHIBIT 99.4 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (the "Agreement") dated October 29, 2000 by and between PRIMEDIA Inc. (the "Parent"), About.com, Inc. (the "Company") and Scott Kurnit (the "Executive"). Parent and the Company desire to employ...Employment Agreement • December 7th, 2000 • Primedia Inc • Periodicals: publishing or publishing & printing • New York
ARTICLE I DEFINITIONSNon-Qualified Stock Option Agreement • February 28th, 2001 • Primedia Inc • Periodicals: publishing or publishing & printing • Delaware
W I T N E S S E T H:Credit Agreement • March 29th, 2000 • Primedia Inc • Periodicals: publishing or publishing & printing • New York
EXHIBIT 3.56 LIMITED PARTNERSHIP AGREEMENTLimited Partnership Agreement • March 31st, 2003 • Primedia Inc • Periodicals: publishing or publishing & printing
AGREEMENTEmployment Agreement • May 15th, 2002 • Primedia Inc • Periodicals: publishing or publishing & printing • New York
EXHIBIT 4 SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT This SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (the "Agreement"), dated as of August 24, 2001 is made and entered into by PRIMEDIA Inc., a Delaware corporation (the...Registration Rights Agreement • August 28th, 2001 • Primedia Inc • Periodicals: publishing or publishing & printing • New York
EXHIBIT 10.14 [Preferred] SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT dated as of August 24, 2001 between PRIMEDIA Inc., a Delaware corporation ("PRIMEDIA"), and KKR 1996 Fund L.P., a Delaware limited partnership (the "PURCHASER"). I....Securities Purchase Agreement • April 1st, 2002 • Primedia Inc • Periodicals: publishing or publishing & printing • New York
CREDIT AGREEMENTCredit Agreement • April 1st, 2002 • Primedia Inc • Periodicals: publishing or publishing & printing • New York
Execution Copy EMPLOYMENT AGREEMENT AGREEMENT, made and entered into as of the Effective Date by and between PRIMEDIA Inc., a Delaware corporation (together with its successors and assigns permitted under this Agreement, the "Company"), and Thomas S....Employment Agreement • March 29th, 2000 • Primedia Inc • Periodicals: publishing or publishing & printing • New York
DEFINITIONSStock Option Agreement • March 31st, 2003 • Primedia Inc • Periodicals: publishing or publishing & printing • Delaware
EXHIBIT 99.12 AMENDMENT NO. 1 TO LOCK-UP AGREEMENT AMENDMENT No. 1, dated as of January 16, 2001 ("AMENDMENT NO. 1"), with respect to that certain Lock-up Agreement, dated as of October 29, 2000 (the "AGREEMENT"), between Scott Kurnit ("SHAREHOLDER")...Lock-Up Agreement • January 17th, 2001 • Primedia Inc • Periodicals: publishing or publishing & printing • Delaware
RECITALSStock Option Agreement • April 1st, 2002 • Primedia Inc • Periodicals: publishing or publishing & printing • New York
EXHIBIT 3.54 LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • March 31st, 2003 • Primedia Inc • Periodicals: publishing or publishing & printing • Delaware
BACKGROUNDEmployment Agreement • March 29th, 2000 • Primedia Inc • Periodicals: publishing or publishing & printing • New York
EXHIBIT 99.5 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (the "Agreement") dated October 29, 2000 by and between PRIMEDIA Inc. (the "Parent"), About.com, Inc. (the "Company") and William Day (the "Executive"). Parent and the Company desire to employ...Employment Agreement • December 7th, 2000 • Primedia Inc • Periodicals: publishing or publishing & printing • New York
ARTICLE I DEFINITIONSNon-Qualified Stock Option Agreement • January 17th, 2001 • Primedia Inc • Periodicals: publishing or publishing & printing • Delaware
EXHIBIT 4.1 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT") is made and entered into as of October 31, 2001 by and among PRIMEDIA INC., a Delaware corporation (the "COMPANY"), and AMERICAN FUNDS INSURANCE SERIES -...Registration Rights Agreement • November 6th, 2001 • Primedia Inc • Periodicals: publishing or publishing & printing • New York
EXHIBIT 6 -- JOINT FILING AGREEMENT We, the signatories of the statement on Schedule 13D to which this Agreement is attached, hereby agree that such statement is, and any amendments to be filed by any of us will be, filed on behalf of each of us.Joint Filing Agreement • December 13th, 2000 • Primedia Inc • Periodicals: publishing or publishing & printing
We, the signatories of the statement on Schedule 13D to which this Agreement is attached, hereby agree that such statement is, and any amendments to be filed by any of us will be, filed on behalf of each of us.
PRIMEDIA Inc. and the Guarantors listed herein 8% Senior Notes due 2013 Series A and Series BIndenture • May 15th, 2003 • Primedia Inc • Periodicals: publishing or publishing & printing • New York
June 20, 2002 Mr. David Ferm Dear David: This letter, when executed by you, will serve as a second amendment to your employment agreement dated February 25, 2000 (the "Agreement"). The Agreement shall be amended as follows: 1. Section 1a of the...Employment Agreement • March 31st, 2003 • Primedia Inc • Periodicals: publishing or publishing & printing
Exhibit 4.8 SOMBASA MEDIA INC. INCENTIVE STOCK OPTION AGREEMENT 1999 Stock PlanIncentive Stock Option Agreement • February 28th, 2001 • Primedia Inc • Periodicals: publishing or publishing & printing • Massachusetts
EXHIBIT 10.13 SECURITIES PURCHASE AGREEMENT [Common] SECURITIES PURCHASE AGREEMENT dated as of August 24, 2001 between PRIMEDIA Inc., a Delaware corporation ("PRIMEDIA") and KKR 1996 Fund L.P., a Delaware limited partnership (the "PURCHASER"). I....Securities Purchase Agreement • April 1st, 2002 • Primedia Inc • Periodicals: publishing or publishing & printing • New York
CONFORMED COPY REGISTRATION RIGHTS AGREEMENT Dated as of September 26, 1997Registration Rights Agreement • January 16th, 1998 • Primedia Inc • Periodicals: publishing or publishing & printing • New York
AMENDMENTAmendment • January 17th, 2001 • Primedia Inc • Periodicals: publishing or publishing & printing • New York
As of July 1, 2001 PRIMEDIA Inc. 745 Fifth Avenue New York, New York 10151 Ladies and Gentlemen: Reference is made to the Stock Purchase Agreement dated as of the date hereof (the "Agreement"), among EMAP PLC, EMAP AMERICA PARTNERS, EMAP INC. and...Stock Purchase Agreement • August 28th, 2001 • Primedia Inc • Periodicals: publishing or publishing & printing • New York
1 EXHIBIT 10.1 INCENTIVE AND PERFORMANCE STOCK OPTION AGREEMENT UNDER THE 1992 PRIMEDIA INC. STOCK PURCHASE AND OPTION PLAN AS AMENDED (THE "PLAN")Incentive Stock Option Agreement • November 15th, 2002 • Primedia Inc • Periodicals: publishing or publishing & printing • Delaware
AGREEMENTAdvertising Agreement • January 17th, 2001 • Primedia Inc • Periodicals: publishing or publishing & printing • New York
EXHIBIT 99.3 FORM OF EXCHANGE AGENCY AGREEMENT The Bank of New York 101 Barclay Street-12W New York, New York 10286 Attention: Corporate Trust Administration Dear Sirs: K-III Communications Corporation (the "Company"), a Delaware corporation, proposes...Exchange Agency Agreement • October 22nd, 1997 • K Iii Communications Corp • Periodicals: publishing or publishing & printing • New York
Exhibit 10.4 RIGHT OF FIRST OFFER AGREEMENT RIGHT OF FIRST OFFER AGREEMENT (this "Agreement"), dated as of October 29, 2000, between About.com, Inc., a Delaware corporation (the "Company"), and PRIMEDIA Inc., a Delaware corporation ("PRIMEDIA")....Right of First Offer Agreement • December 7th, 2000 • Primedia Inc • Periodicals: publishing or publishing & printing • New York
EXHIBIT 2 [Preferred] SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT dated as of August 24, 2001 between PRIMEDIA Inc., a Delaware corporation ("PRIMEDIA"), and KKR 1996 Fund L.P., a Delaware limited partnership (the "Purchaser"). I....Securities Purchase Agreement • August 28th, 2001 • Primedia Inc • Periodicals: publishing or publishing & printing • New York
Exhibit 10.3 Sales Representation Agreement This Agreement is entered into between About.com, Inc. ("About") and PRIMEDIA Inc. on behalf of itself and its wholly owned subsidiaries (collectively, "PRIMEDIA") as of October 29, 2000. WHEREAS, About owns...Sales Representation Agreement • December 7th, 2000 • Primedia Inc • Periodicals: publishing or publishing & printing • New York
Exhibit 99.9 AMENDMENT TO EMPLOYMENT AGREEMENT AMENDMENT, dated as of January 16, 2001, to the Employment Agreement (the "AGREEMENT"), dated as of October 29, 2000, by and between PRIMEDIA, Inc., About.com, Inc. and William Day: 1. Section 4 of the...Employment Agreement • January 17th, 2001 • Primedia Inc • Periodicals: publishing or publishing & printing
CREDIT AGREEMENT Dated as of July 13, 2011 among PITTSBURGH ACQUISITION, INC., (which on the Closing Date shall be merged with and into) PRIMEDIA INC. (with PRIMEDIA Inc. surviving such merger as the Borrower), PITTSBURGH HOLDINGS, LLC, BANK OF...Credit Agreement • July 18th, 2011 • Primedia Inc • Periodicals: publishing or publishing & printing • New York
CREDIT AGREEMENT (this “Agreement”), dated as of July 13, 2011, among PITTSBURGH ACQUISITION, INC., a Delaware corporation (which on the Closing Date shall be merged with and into PRIMEDIA INC., a Delaware corporation (the “Company”), with the Company surviving such merger as the borrower (the “Borrower”)), PITTSBURGH HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and each other lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”). Capitalized terms used but not otherwise defined in this introductory paragraph or in the Preliminary Statements below have the meaning set forth in Section 1.01.
FORM OF EXCHANGE AGENT AGREEMENTExchange Agent Agreement • March 19th, 2004 • Primedia Inc • Periodicals: publishing or publishing & printing • New York
PRIMEDIA Inc., a Delaware corporation (the "Company") proposes to make an offer (the "Exchange Offer") to exchange all of its outstanding Series A 8% Senior Notes due 2013 (the "Old Notes") for its Series B 8% Senior Notes due 2013 (the "New Notes"). The terms and conditions of the Exchange Offer as currently contemplated are set forth in a prospectus, dated , 2004 (the "Prospectus"), proposed to be distributed to all record holders of the Old Notes. The Old Notes and the New Notes are collectively referred to herein as the "Notes."
