AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, dated as
of February 5, 1998 is made and entered into by PRIMEDIA Inc., formerly K-III
Communications Corporation, a Delaware corporation (the "Company"), KKR 1996
Fund L.P., a Delaware limited partnership ("KKR 1996"), Publishing
Associates, L.P., a Delaware limited partnership ("Publishing Associates"),
MA Associates, L.P., a Delaware limited partnership ("MA Associates"), FP
Associates, L.P., a Delaware limited partnership ("FP Associates"), Magazine
Associates, L.P., a Delaware limited partnership ("Magazine Associates"), KKR
Partners II, L.P., a Delaware limited partnership ("Partners"), and Channel
One Associates, L.P., a Delaware limited partnership ("Channel One
Associates").
1. Background. (a) Pursuant to a Securities Purchase Agreement,
dated as of February 5, 1998 (the "Stock Purchase Agreement"), between the
Company and KKR 1996, the Company has sold to KKR 1996 an aggregate of
16,666,667 shares of the Company's Common Stock, par value $.01 per share
(the "Common Stock"), at a purchase price of $12 per share, for an aggregate
purchase price of $200,000,004.
(b) The Company and Channel One Associates are parties to a
Registration Rights Agreement dated as of March 1, 1995. This Amended and
Restated Registration Rights amends and restates such agreement in its
entirety.
(c) The Company, Publishing Associates, MA Associates, FP
Associates, Magazine Associates and Partners are parties to an Amended and
Restated Registration Rights Agreement dated as of December 31, 1993. This
Amended and Restated Registration Rights Agreement amends and restates such
agreement in its entirety.
2. Definitions. As used in this Agreement, the following
capitalized terms shall have the following respective meanings:
Exchange Act - The Securities Exchange Act of 1934, as amended.
Holder - Any party hereto (other than the Company) and any holder
of Registrable Securities who agrees in writing to be bound by the provisions
of this Agreement.
Person - Any individual, partnership, limited liability company,
joint venture, corporation, trust, unincorporated organization or government
or any department or agency thereof.
Registrable Securities - Any Common Stock issued or issuable to any
party to this Amended and Restated Registration Rights Agreement (other than
the Company) and any Common Stock which may be issued or distributed in
respect of such Common Stock by way of stock dividend or stock split or other
distribution, recapitalization or reclassification. As to any particular
Registrable Securities, once issued such Securities shall cease to be
Registrable Securities when (i) a registration statement with respect to the
sale of such Securities shall have become effective under the Securities Act
and such Securities shall have been disposed of in accordance with such
registration statement, (ii) they shall have been distributed to the public
pursuant to Rule 144 or 144A (or any successor provisions) under the
Securities Act, (iii) they shall have been otherwise transferred, new
certificates for them not bearing a legend restricting further transfer shall
have been delivered by the Company and subsequent disposition of them shall
not require registration or qualification of them under the Securities Act or
any state securities or blue sky law then in force, or (iv) they shall have
ceased to be outstanding.
Registration Expenses - Any and all expenses incident to
performance of or compliance with this Agreement, including, without
limitation, (i) all SEC and stock exchange or National Association of
Securities Dealers, Inc. registration and filing fees, (ii) all fees and
expenses of complying with securities or blue sky laws (including fees and
disbursements of counsel for the underwriters in connection with blue sky
qualifications of the Registrable Securities), (iii) all printing, messenger
and delivery expenses, (iv) all fees and expenses incurred in connection with
the listing of the Registrable Securities on any securities exchange pursuant
to clause (viii) of Section 5, (v) the fees and disbursements of counsel for
the Company and of its independent public accountants, including the expenses
of any special audits and/or "cold comfort" letters required by or incident
to such performance and compliance, (vi) the reasonable fees and
disbursements of one counsel selected by the Holders of a majority of the
Registrable Securities being registered to represent all Holders of the
Registrable Securities being registered in connection with each such
registration, and (vii) any fees and disbursements of underwriters
customarily paid by the issuers or sellers of securities, including liability
insurance if the Company so desires or if the underwriters so require, and
the reasonable fees and expenses of any special experts retained in
connection with the requested registration, but excluding underwriting
discounts and commissions and transfer taxes, if any.
Securities Act - The Securities Act of 1933, as amended.
SEC - The Securities and Exchange Commission or any other federal
agency at the time administering the Securities Act or the Exchange Act.
3. Incidental Registrations.
(a) Right to Include Registrable Securities. If the Company at
any time after the date hereof proposes to register its Common Stock under
the Securities Act (other than a registration on Form S-4 or S-8, or any
successor or other forms promulgated for similar purposes), whether or not
for sale for its own account, pursuant to a registration statement on which
it is permissible to register Registrable Securities for sale to the public
under the Securities Act, it will each such time give prompt written notice
to all Holders of Registrable Securities of its intention to do so and of
such Holders' rights under this Section 3. Upon the written request of any
such Holder made within 15 days after the receipt of any such notice (which
request shall specify the Registrable Securities intended to be disposed of
by such Holder), the Company will use its best efforts to effect the
registration under the Securities Act of all Registrable Securities which the
Company has been so requested to register by the Holders thereof; provided,
that (i) if, at any time after giving written notice of its intention to
register any securities and prior to the effective date of the registration
statement filed in connection with such registration, the Company shall
determine for any reason not to proceed with the proposed registration of the
securities to be sold by it, the Company may, at its election, give written
notice of such determination to each Holder of Registrable Securities and,
thereupon, shall be relieved of its obligation to register any Registrable
Securities in connection with such registration (but not from its obligation
to pay the Registration Expenses in connection therewith), and (ii) if such
registration involves an underwritten offering, all Holders of Registrable
Securities requesting to be included in the Company's registration must sell
their Registrable Securities to the underwriters selected by the Company on
the same terms and conditions as apply to the Company, with such differences,
including any with respect to indemnification and liability insurance, as may
be customary or appropriate in combined primary and secondary offerings. If
a registration requested pursuant to this Section 3(a) involves an
underwritten public offering, any Holder of Registrable Securities requesting
to be included in such registration may elect, in writing prior to the
effective date of the registration statement filed in connection with such
registration, not to register such securities in connection with such
registration.
(b) Expenses. The Company will pay all Registration Expenses in
connection with each registration of Registrable Securities requested
pursuant to this Section 3.
(c) Priority in Incidental Registrations. If a registration
pursuant to this Section 3 involves an underwritten offering and the managing
underwriter advises the Company in writing that, in its opinion, the amount
of securities requested to be included in such registration exceeds the
amount which can be sold in such offering, so as to be likely to have an
adverse effect on such offering as contemplated by the Company (including the
price at which the Company proposes to sell such securities), then the
Company will include in such registration (i) first, 100% of the securities
the Company proposes to sell, (ii) second, to the extent of the amount of
Registrable Securities requested to be included in such registration which,
in the opinion of such managing underwriter, can be sold without having the
adverse effect referred to above, the amount of Registrable Securities which
the Holders have requested to be included in such registration, such amount
to be allocated pro rata among all requesting Holders on the basis of the
relative number of shares of Registrable Securities then held by each such
Holder (provided that any Registrable Securities thereby allocated to any
such Holder that exceed such Holder's request will be reallocated among the
remaining requesting Holders in like manner).
4. Registration on Request.
(a) Request by Holders. Upon the written request of any Holder
or Holders who, in the aggregate, own at least 15% of the Registrable
Securities then outstanding that the Company effect the registration under
the Securities Act of all or part of such Holder's or Holders' Registrable
Securities and specifying the intended method of disposition thereof, the
Company will promptly give written notice of such requested registration to
all other Holders of Registrable Securities, and thereupon will, as
expeditiously as possible, use its best efforts to effect the registration
under the Securities Act of:
(i) the Registrable Securities which the Company has been so
requested to register by such Holder or Holders; and
(ii) all other Registrable Securities which the Company has been
requested to register by any other Holder thereof by written request
given to the Company within 15 days after the giving of such written
notice by the Company (which request shall specify the intended method
of disposition of such Registrable Securities),
so as to permit the disposition (in accordance with the intended method
thereof as aforesaid) of the Registrable Securities so to be registered;
provided, that, unless Holders of a majority of the Registrable Securities
consent thereto in writing, the Company shall not be obligated to file a
registration statement relating to any registration request under this
Section 4(a) (i) unless the aggregate requests by the Holder or Holders for
such registration cover at least 15% of the number of Registrable Securities
then outstanding or (ii) (other than a registration statement on Form S-3 or
any successor or similar short-form registration statement) within a period
of nine months after the effective date of any other registration statement
relating to (A) any registration request under this Section 4(a) which was
not effected on Form S-3 (or any successor or similar short-form registration
statement) or (B) any registration effected under Section 3, or (iii) if with
respect thereto, the managing underwriter, the SEC, the Securities Act or the
rules and regulations thereunder, or the form on which the registration
statement is to be filed, would require the conduct of an audit other than
the regular audit conducted by the Company at the end of its fiscal year, in
which case the filing may be delayed until the completion of such regular
audit (unless the Holders of the Registrable Securities to be registered
agree to pay the expenses of the Company in connection with such an audit
other than the regular audit).
(b) Registration Statement Form. If any registration requested
pursuant to this Section 4 which is proposed by the Company to be effected by
the filing of a registration statement on Form S-3 (or any successor or
similar short-form registration statement) shall be in connection with an
underwritten public offering, and if the managing underwriter shall advise
the Company in writing that, in its opinion, the use of another form of
registration statement is of material importance to the success of such
proposed offering, then such registration shall be effected on such other
form.
(c) Expenses. The Company will pay all Registration Expenses in
connection with the first 20 registrations of Registrable Securities pursuant
to this Section 4 upon the written request of any of the Holders. All
expenses for any subsequent registrations of Registrable Securities pursuant
to this Section 4 shall be paid pro rata by the Company and all other Persons
(including the Holders) participating in such registration on the basis of
the relative number of shares of Common Stock of each such Person included in
such registration.
(d) Effective Registration Statement. A registration requested
pursuant to this Section 4 will not be deemed to have been effected unless it
has become effective; provided, that if, within 180 days after it has become
effective, the offering of Registrable Securities pursuant to such
registration is interfered with by any stop order, injunction or other order
or requirement of the SEC or other governmental agency or court, such
registration will be deemed not to have been effected.
(e) Selection of Underwriters. If a requested registration
pursuant to this Section 4 involves an underwritten offering, the Company
shall have the right to select the investment banker or bankers and managers
to administer the offering; provided, however, that such investment banker or
bankers and managers shall be satisfactory to Holders of a majority of the
Registrable Securities and which the Company has been requested to register.
(f) Priority in Requested Registrations. If a requested
registration pursuant to this Section 4 involves an underwritten offering and
the managing underwriter advises the Company in writing that, in its opinion,
the number of securities requested to be included in such registration
(including securities of the Company which are not Registrable Securities)
exceeds the number which can be sold in such offering, the Company will
include in such registration only the Registrable Securities requested to be
included in such registration. In the event that the number of Registrable
Securities requested to be included in such registration exceeds the number
which, in the opinion of such managing underwriter, can be sold, the number
of such Registrable Securities to be included in such registration shall be
allocated pro rata among all requesting Holders on the basis of the relative
number of shares of Registrable Securities then held by each such Holder
(provided that any shares thereby allocated to any such Holder that exceed
such Holder's request shall be reallocated among the remaining requesting
Holders in like manner). In the event that the number of Registrable
Securities requested to be included in such registration is less than the
number which, in the opinion of the managing underwriter, can be sold, the
Company may include in such registration the securities the Company proposes
to sell up to the number of securities that, in the opinion of the
underwriter, can be sold.
(g) Additional Rights. If the Company at any time grants to any
other holders of Common Stock any rights to request the Company to effect the
registration under the Securities Act of any such shares of Common Stock on
terms more favorable to such holders than the terms set forth in this Section
4, the terms of this Section 4 shall be deemed amended or supplemented to the
extent necessary to provide the Holders such more favorable rights and
benefits.
5. Registration Procedures. If and whenever the Company is
required to use its best efforts to effect or cause the registration of any
Registrable Securities under the Securities Act as provided in this
Agreement, the Company will, as expeditiously as possible:
(i) prepare and, in any event within 120 days after the end of the
period within which a request for registration may be given to the
Company, file with the SEC a registration statement with respect to such
Registrable Securities and use its best efforts to cause such
registration statement to become effective; provided, however, that the
Company may discontinue any registration of its securities which is
being effected pursuant to Section 3 at any time prior to the effective
date of the registration statement relating thereto;
(ii) prepare and file with the SEC such amendments and supplements
to such registration statement and the prospectus used in connection
therewith as may be necessary to keep such registration statement
effective for a period not in excess of 180 days and to comply with the
provisions of the Securities Act with respect to the disposition of all
securities covered by such registration statement during such period in
accordance with the intended methods of disposition by the seller or
sellers thereof set forth in such registration statement; provided, that
before filing a registration statement or prospectus, or any amendments
or supplements thereto, the Company will furnish to one counsel selected
by the Holders of a majority of the Registrable Securities covered by
such registration statement to represent all Holders of Registrable
Securities covered by such registration statement, copies of all
documents proposed to be filed, which documents will be subject to the
review of such counsel;
(iii) furnish to each seller of such Registrable Securities such
number of copies of such registration statement and of each amendment
and supplement thereto (in each case including all exhibits), such
number of copies of the prospectus included in such registration
statement (including each preliminary prospectus and summary
prospectus), in conformity with the requirements of the Securities Act,
and such other documents as such seller may reasonably request in order
to facilitate the disposition of the Registrable Securities by such
seller;
(iv) use its best efforts to register or qualify such Registrable
Securities covered by such registration statement under such other
securities or blue sky laws of such jurisdictions as each seller shall
reasonably request, and do any and all other acts and things which may
be reasonably necessary or advisable to enable such seller to consummate
the disposition in such jurisdictions of the Registrable Securities
owned by such seller, except that the Company shall not for any such
purpose be required to qualify generally to do business as a foreign
corporation in any jurisdiction where, but for the requirements of this
clause (iv), it would not be obligated to be so qualified, to subject
itself to taxation in any such jurisdiction, or to consent to general
service of process in any such jurisdiction;
(v) use its best efforts to cause such Registrable Securities
covered by such registration statement to be registered with or approved
by such other governmental agencies or authorities as may be necessary
to enable the seller or sellers thereof to consummate the disposition of
such Registrable Securities;
(vi) notify each seller of any such Registrable Securities covered
by such registration statement, at any time when a prospectus relating
thereto is required to be delivered under the Securities Act within the
appropriate period mentioned in clause (ii) of this Section 5, of the
Company's becoming aware that the prospectus included in such
registration statement, as then in effect, includes an untrue statement
of a material fact or omits to state a material fact required to be
stated therein or necessary to make the statements therein not
misleading in the light of the circumstances then existing, and at the
request of any such seller, prepare and furnish to such seller a
reasonable number of copies of an amended or supplemental prospectus as
may be necessary so that, as thereafter delivered to the purchasers of
such Registrable Securities, such prospectus shall not include an untrue
statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein not
misleading in the light of the circumstances then existing;
(vii) otherwise use its best efforts to comply with all applicable
rules and regulations of the SEC, and make available to its security
holders, as soon as reasonably practicable (but not more than eighteen
months) after the effective date of the registration statement, an
earnings statement which shall satisfy the provisions of Section 11(a)
of the Securities Act and the rules and regulations promulgated
thereunder;
(viii) use its best efforts to list such Registrable Securities on
any securities exchange on which the Common Stock is then listed, if
such Registrable Securities are not already so listed and if such
listing is then permitted under the rules of such exchange, and to
provide a transfer agent and registrar for such Registrable Securities
covered by such registration statement not later than the effective date
of such registration statement;
(ix) enter into such customary agreements (including an
underwriting agreement in customary form) and take such other actions as
sellers of a majority of such Registrable Securities or the
underwriters, if any, reasonably request in order to expedite or
facilitate the disposition of such Registrable Securities;
(x) obtain a "cold comfort" letter or letters from the Company's
independent public accountants in customary form and covering matters of
the type customarily covered by "cold comfort" letters as the seller or
sellers of a majority of such Registrable Securities shall reasonably
request (provided that Registrable Securities constitute at least 25% of
the securities covered by such registration statement); and
(xi) make available for inspection by any seller of such
Registrable Securities covered by such registration statement, by any
underwriter participating in any disposition to be effected pursuant to
such registration statement and by any attorney, accountant or other
agent retained by any such seller or any such underwriter, all pertinent
financial and other records, pertinent corporate documents and
properties of the Company, and cause all of the Company's officers,
directors and employees to supply all information reasonably requested
by any such seller, underwriter, attorney, accountant or agent in
connection with such registration statement.
The Company may require each seller of Registrable Securities as to
which any registration is being effected to furnish the Company with such
information regarding such seller and pertinent to the disclosure
requirements relating to the registration and the distribution of such
securities as the Company may from time to time reasonably request in
writing.
Each Holder of Registrable Securities agrees that, upon receipt of
any notice from the Company of the happening of any event of the kind
described in clause (vi) of this Section 5, such Holder will forthwith
discontinue disposition of Registrable Securities pursuant to the
registration statement covering such Registrable Securities until such
Holder's receipt of the copies of the supplemented or amended prospectus
contemplated by clause (vi) of this Section 5, and, if so directed by the
Company, such Holder will deliver to the Company (at the Company's expense)
all copies, other than permanent file copies then in such Holder's
possession, of the prospectus covering such Registrable Securities current at
the time of receipt of such notice. In the event the Company shall give any
such notice, the period mentioned in clause (ii) of this Section 5 shall be
extended by the number of days during the period from and including the date
of the giving of such notice pursuant to clause (vi) of this Section 5 and
including the date when each seller of Registrable Securities covered by such
registration statement shall have received the copies of the supplemented or
amended prospectus contemplated by clause (vi) of this Section 5.
6. Indemnification.
(a) Indemnification by the Company. In the event of any
registration of any securities of the Company under the Securities Act
pursuant to Section 3 or 4, the Company will, and it hereby does, indemnify
and hold harmless, to the extent permitted by law, the seller of any
Registrable Securities covered by such registration statement, each affiliate
of such seller and their respective directors and officers or general and
limited partners (and the partners, members, directors, officers, affiliates
and controlling Persons of each of the foregoing), each other Person who
participates as an underwriter in the offering or sale of such securities and
each other Person, if any, who controls such seller or any such underwriter
within the meaning of the Securities Act (collectively, the "Indemnified
Parties"), against any and all losses, claims, damages or liabilities, joint
or several, and expenses to which any such Indemnified Party may become
subject under the Securities Act, common law or otherwise, insofar as such
losses, claims, damages or liabilities (or actions or proceedings in respect
thereof, whether or not such Indemnified Party is a party thereto) arise out
of or are based upon (a) any untrue statement or alleged untrue statement of
any material fact contained in any registration statement under which such
securities were registered under the Securities Act, any preliminary, final
or summary prospectus contained therein, or any amendment or supplement
thereto, or (b) any omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements
therein not misleading in the light of the circumstances then existing, and
the Company will reimburse such Indemnified Party for any legal or any other
expenses reasonably incurred by it in connection with investigating or
defending any such loss, claim, liability, action or proceeding; provided,
that the Company shall not be liable to any Indemnified Party in any such
case to the extent that any such loss, claim, damage, liability (or action or
proceeding in respect thereof) or expense arises out of or is based upon any
untrue statement or alleged untrue statement or omission or alleged omission
made in such registration statement or amendment or supplement thereto or in
any such preliminary, final or summary prospectus in reliance upon and in
conformity with written information with respect to such seller furnished to
the Company by such seller for use in the preparation thereof; and provided,
further, that the Company will not be liable to any Person who participates
as an underwriter in the offering or sale of Registrable Securities or any
other Person, if any, who controls such underwriter within the meaning of the
Securities Act, under the indemnity agreement in this Section 6(a) with
respect to any preliminary prospectus or the final prospectus or the final
prospectus as amended or supplemented, as the case may be, to the extent that
any such loss, claim, damage or liability of such underwriter or controlling
Person results from the fact that such underwriter sold Registrable
Securities to a person to whom there was not sent or given, at or prior to
the written confirmation of such sale, a copy of the final prospectus
(including any documents incorporated by reference therein) or of the final
prospectus as then amended or supplemented (including any documents
incorporated by reference therein), whichever is most recent, if the Company
has previously furnished copies thereof to such underwriter. Such indemnity
shall remain in full force and effect regardless of any investigation made by
or on behalf of such seller or any other Indemnified Party and shall survive
the transfer of such securities by such seller.
(b) Indemnification by the Seller. The Company may require, as a
condition to including any Registrable Securities in any registration
statement filed in accordance with Section 5 herein, that the Company shall
have received an undertaking reasonably satisfactory to it from the
prospective seller of such Registrable Securities or any underwriter to
indemnify and hold harmless (in the same manner and to the same extent as set
forth in subdivision (a) of this Section 6) the Company and all other
prospective sellers or any underwriter, as the case may be, with respect to
any statement or alleged statement in or omission or alleged omission from
such registration statement, any preliminary, final or summary prospectus
contained therein, or any amendment or supplement, if such statement or
alleged statement or omission or alleged omission was made in reliance upon
and in conformity with written information with respect to such seller or
underwriter furnished to the Company by such seller or underwriter for use in
the preparation of such registration statement, preliminary, final or summary
prospectus or amendment or supplement, or a document incorporated by
reference into any of the foregoing. Such indemnity shall remain in full
force and effect regardless of any investigation made by or on behalf of the
Company or any of the prospective sellers, or any of their respective
affiliates, directors, officers or controlling Persons and shall survive the
transfer of such securities by such seller.
(c) Notices of Claims, Etc. Promptly after receipt by an
indemnified party hereunder of written notice of the commencement of any
action or proceeding with respect to which a claim for indemnification may be
made pursuant to this Section 6, such indemnified party will, if a claim in
respect thereof is to be made against an indemnifying party, give written
notice to the latter of the commencement of such action; provided, that the
failure of the indemnified party to give notice as provided herein shall not
relieve the indemnifying party of its obligations under the preceding
subdivisions of this Section 6, except to the extent that the indemnifying
party is actually prejudiced by such failure to give notice. In case any
such action is brought against an indemnified party, unless in such
indemnified party's reasonable judgment a conflict of interest between such
indemnified and indemnifying parties may exist in respect of such claim, the
indemnifying party will be entitled to participate in and to assume the
defense thereof, jointly with any other indemnifying party similarly notified
to the extent that it may wish, with counsel reasonably satisfactory to such
indemnified party, and after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the
indemnifying party will not be liable to such indemnified party for any legal
or other expenses subsequently incurred by the latter in connection with the
defense thereof other than reasonable costs of investigation. No
indemnifying party will consent to entry of any judgment or enter into any
settlement which does not include as an unconditional term thereof, the
giving by the claimant or plaintiff to such indemnified party of a release
from all liability in respect to such claim or litigation.
(d) Other Indemnification. Indemnification similar to that
specified in the preceding subdivisions of this Section 6 (with appropriate
modifications) shall be given by the Company and each seller of Registrable
Securities with respect to any required registration or other qualification
of securities under any federal or state law or regulation or governmental
authority other than the Securities Act.
(e) Non-Exclusivity. The obligations of the parties under this
Section 6 shall be in addition to any liability which any party may otherwise
have to any other party.
7. Rule 144. The Company covenants that it will file the reports
required to be filed by it under the Securities Act and the Exchange Act and
the rules and regulations adopted by the SEC thereunder (or, if the Company
is not required to file such reports, it will, upon the request of any Holder
of Registrable Securities, make publicly available such information), and it
will take such further action as any Holder of Registrable Securities may
reasonably request, all to the extent required from time to time to enable
such Holder to sell shares of Registrable Securities without registration
under the Securities Act within the limitation of the exemptions provided by
(i) Rule 144 under the Securities Act, as such Rule may be amended from time
to time, or (ii) any similar rule or regulation hereafter adopted by the SEC.
Upon the request of any Holder of Registrable Securities, the Company will
deliver to such Holder a written statement as to whether it has complied with
such requirements. Notwithstanding anything contained in this Section 7, the
Company may deregister under Section 12 of the Exchange Act if it then is
permitted to do so pursuant to the Exchange Act and the rules and regulations
thereunder.
8. Miscellaneous.
(a) Other Investors. The Company may enter into agreements with
other purchasers of Common Stock who are then employees of the Company or any
of its subsidiaries making them parties hereto (and thereby giving them all
of the rights, preferences and privileges of an original party (other than
the Company) hereto) with respect to additional shares of Common Stock (the
"Supplemental Agreements"); provided that, pursuant to any such Supplemental
Agreement, such purchaser expressly agrees to be bound by all of the terms,
conditions and obligations of this Agreement as if such purchaser were an
original party (other than the Company) hereto; and further provided that
such purchaser shall not obtain any right to request registration under
Section 4 hereof. All shares of Common Stock issued or issuable pursuant to
such Supplemental Agreements by such purchasers shall be deemed to be
Registrable Securities.
(b) Holdback Agreement. If any such registration shall be in
connection with an underwritten public offering, each Holder of Registrable
Securities agrees not to effect any public sale or distribution, including
any sale pursuant to Rule 144 under the Securities Act, of any equity
securities of the Company, or of any security convertible into or
exchangeable or exercisable for any equity security of the Company (in each
case, other than as part of such underwritten public offering), within 7 days
before or 90 days (or such lesser period as the managing underwriters may
permit) after the effective date of such registration, and the Company hereby
also so agrees and agrees to cause each other holder of any equity security,
or of any security convertible into or exchangeable or exercisable for any
equity security, of the Company purchased from the Company (at any time other
than in a public offering) to so agree.
(c) Amendments and Waivers. This Agreement may be amended and
the Company may take any action herein prohibited, or omit to perform any act
herein required to be performed by it, only if the Company shall have
obtained the written consent to such amendment, action or omission to act, of
the Holders of a majority of the Registrable Securities then outstanding.
Each Holder of any Registrable Securities at the time or thereafter
outstanding shall be bound by any consent authorized by this Section 8(c),
whether or not such Registrable Securities shall have been marked to indicate
such consent.
(d) Successors, Assigns and Transferees. This Agreement shall be
binding upon and shall inure to the benefit of the parties hereto and their
respective successors and assigns. In addition, and whether or not any
express assignment shall have been made, the provisions of this Agreement
which are for the benefit of the parties hereto other than the Company shall
also be for the benefit of and enforceable by any subsequent Holder of any
Registrable Securities, subject to the provisions contained herein.
(e) Notices. All notices and other communications provided for
hereunder shall be in writing and shall be sent by first class mail, telex,
telecopier or hand delivery:
(i) if to the Company, to:
Primedia, Inc.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx X. Xxxxx, Esq.
With a copy to:
Xxxxxxx Xxxxxxx & Xxxxxxxx
000 Xxxxxxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: Xxxx X. Xxxxxxxx, Esq.
(ii) if to MA Associates, FP Associates, Magazine
Associates, Publishing Associates, Channel One
Associates, or KKR 1996, to:
x/x Xxxxxxxx Xxxxxx Xxxxxxx & Co.
0 Xxxx 00xx Xxxxxx
Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx Xxxxxx
With a copy to:
Xxxxxx & Xxxxxxx
000 Xxxxx Xxxxxx
Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx Xxxxx, Esq.
(iii) if to Partners, to:
KKR Partners II, L.P.
x/x Xxxxxxxx Xxxxxx Xxxxxxx & Co.
0 Xxxx 00xx Xxxxxx
Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx Xxxxxx
With a copy to:
Xxxxxx & Xxxxxxx
000 Xxxxx Xxxxxx
Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx Xxxxx, Esq.
(iv) if to any other holder of Registrable
Securities, to the address of such other holder
as shown in the books and records of the
Company, or to such other address as any of the
above shall have designated in writing to all
of the other above.
All such notices and communications shall be deemed to have been given or
made (1) when delivered by hand, (2) five business days after being deposited
in the mail, postage prepaid, (3) when telexed, answer-back received or (4)
when telecopied, receipt acknowledged.
(f) Descriptive Headings. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning of terms contained herein.
(g) Severability. In the event that any one or more of the
provisions, paragraphs, words, clauses, phrases or sentences contained
herein, or the application thereof in any circumstances, is held invalid,
illegal or unenforceable in any respect for any reason, the validity,
legality and enforceability of any such provision, paragraph, word, clause,
phrase or sentence in every other respect and of the remaining provisions,
paragraphs, words, clauses, phrases or sentences hereof shall not be in any
way impaired, it being intended that all rights, powers and privileges of the
parties hereto shall be enforceable to the fullest extent permitted by law.
(h) Counterparts. This Agreement may be executed in two or more
counterparts, and by different parties on separate counterparts, each of
which shall be deemed an original, but all such counterparts shall together
constitute one and the same instrument, and it shall not be necessary in
making proof of this Agreement to produce or account for more than one such
counterpart.
(i) Governing Law. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of New York
applicable to contracts made and to be performed therein. The parties to
this Agreement hereby agree to submit to the jurisdiction of the courts of
the State of New York in any action or proceeding arising out of or relating
to this Agreement.
(j) Specific Performance. The parties hereto acknowledge and
agree that irreparable damage would occur in the event that any of the
provisions of this Agreement were not performed in accordance with their
specific terms or were otherwise breached. Accordingly, it is agreed that
they shall be entitled to an injunction or injunctions to prevent breaches of
the provisions of this Agreement and to enforce specifically the terms and
provisions hereof in any court of competent jurisdiction in the United States
or any state thereof, in addition to any other remedy to which they may be
entitled at law or equity.
IN WITNESS WHEREOF, each of the undersigned has executed this
Agreement or caused this Agreement to be executed on its behalf as of the
date first written above.
PRIMEDIA CORPORATION
By: /s/ Xxxxxxx Xxxxx
Title: Vice-Chairman
KKR 1996 FUND L.P.
By: KKR Associates 1996 L.P.
Its General Partner
By: KKR 1996 GP LLC
By: /s/ Xxxxx Xxxxxx
A Member
MA ASSOCIATES, L.P.
By: KKR Associates, L.P.
Its General Partner
By: /s/ Xxxxx Xxxxxx
A General Partner
FP ASSOCIATES, L.P.
By: KKR Associates, L.P.
Its General Partner
By: /s/ Xxxxx Xxxxxx
A General Partner
MAGAZINE ASSOCIATES, L.P.
By: KKR Associates, L.P.
Its General Partner
By: /s/ Xxxxx Xxxxxx
A General Partner
PUBLISHING ASSOCIATES, L.P.
By: KKR Associates, L.P.
Its General Partner
By: /s/ Xxxxx Xxxxxx
A General Partner
CHANNEL ONE ASSOCIATES, L.P.
By: KKR Associates, L.P.
Its General Partner
By: /s/ Xxxxx Xxxxxx
A General Partner
KKR PARTNERS II, L.P.
By: KKR Associates, L.P.
Its General Partner
By: /s/ Xxxxx Xxxxxx
A General Partner
