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 Xxxxx Xxxxxx ("SHAREHOLDER") and PRIMEDIA Inc., a Delaware
corporation ("PARENT").
WHEREAS, the Agreement provides that the parties thereto may amend such
agreement by written agreement of each party thereto;
NOW, THEREFORE, the parties hereto agree to amend the Agreement as
follows:
Section 1. AMENDMENT OF THE AGREEMENT.
(a) Section 1(b) of the Agreement is hereby amended by (i)
renumbering subsection b(iv) as subsection (b)(v) and (ii) adding a new
subsection (b)(iv) as follows: "(iv) Transfers that (A) do not and will
not require any consent, approval, authorization or permit of, action by,
filing with or notification to the SEC pursuant to the Securities Act or
the Exchange Act and (B) do not relate to a Transfer during the Restricted
Period (except for Permitted Transfers pursuant to Section (b)(i), (b)(ii)
or (b)(iii)); and".
(b) Section 1(d)(i) of the Agreement is hereby amended by adding the
words "but not including" in the second line of the first sentence,
immediately prior to the words "the first anniversary".
Section 2. GOVERNING LAW. This Amendment No. 1 shall be governed by, and
construed in accordance with, the laws of the State of Delaware, without regard
to principles of conflicts of laws.
Section 3. MISCELLANEOUS. Except as otherwise provided herein, all
provisions of the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have caused this Amendment No. 1 to
be executed by their duly authorized representatives as of the date first
written above.
PRIMEDIA INC.
By: /s/ Xxxxxxx X. Xxxxx
--------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice Chairman
By: /s/ Xxxxx Xxxxxx
--------------------
Name: Xxxxx Xxxxxx
