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 "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) The Company has sold to KKR 1996, Publishing Associates, MA
Associates, FP Associates, Magazine Associates, Partners and Channel One
Associates shares of its common stock, par value $.01 per share (the "Common
Stock").
(b) Pursuant to a Commitment Letter, dated as of July 1, 2001 between
the Company and KKR 1996, the Company has agreed to issue warrants to purchase
an aggregate of 1,250,000 shares, of the Company's Common Stock, at an exercise
price of $7 per share.
(c) Pursuant to a Securities Purchase Agreement relating to the
Company's Series J Convertible Exchangeable Preferred Stock ("Series J
Preferred Stock"), dated as of August 24, 2001, between the Company and KKR
1996, the Company has sold to KKR 1996 1,000,000 shares of Series J Preferred
Stock, which is convertible into 17,857,142.86 shares of the Company's Common
Stock at a conversion price of $7 per Common Share and warrants to purchase an
aggregate of up to 6,620,000 shares, subject to adjustment, of the Company's
Common Stock, at an exercise price of $7 per share.
(d) Pursuant to a Securities Purchase Agreement relating to the
Company's Series K Convertible Preferred Stock ("Series K Preferred Stock")
and the Company's Common Stock, dated as of August 24, 2001, between the
Company and KKR 1996 (the "Series K and Common Stock Securities Purchase
Agreement"), the Company has sold to KKR 1996 15,795,744.7 shares of Series K
Preferred Stock, which will, after the satisfaction of certain conditions, be
automatically converted into 15,795,744.7 shares of the Company's Common Stock
at a conversion price of $4.70 per Common Share and 10,800,000 shares of the
Company's Common Stock for $4.70 per share.
(e) The Company, KKR 1996, Publishing Associates, MA Associates, FP
Associates, Magazine Associates, Partners and Channel One Associates are
parties to an Amended and Restated Registration Rights Agreement dated as of
February 5, 1998. This 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.
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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 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
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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
that 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 that, 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
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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
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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 that
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 that, 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 that, 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;
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(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
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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,
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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
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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
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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.
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(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 that 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.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq.
With a copy to:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq.
(ii) if to MA Associates, FP Associates, Magazine Associates,
Publishing Associates, Channel One Associates or KKR 1996, to:
▇/▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co.
▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇
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With a copy to:
▇▇▇▇▇▇ & ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇, Esq.
(iii) If to Partners, to:
KKR Partners II, L.P.
▇/▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co.
▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇
With a copy to:
▇▇▇▇▇▇ & ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇, 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.
13
(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.
14
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/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Vice-Chairman
KKR 1996 FUND L.P.
By: KKR Associates 1996 L.P.
Its General Partner
By: KKR 1996 GP LLC
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
A Member
MA ASSOCIATES, L.P.
By: KKR Associates, L.P.
Its General Partner
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
A General Partner
FP ASSOCIATES, L.P.
By: KKR Associates, L.P.
Its General Partner
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
A General Partner
MAGAZINE ASSOCIATES, L.P.
By: KKR Associates, L.P.
Its General Partner
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
A General Partner
15
PUBLISHING ASSOCIATES, L.P.
By: KKR Associates, L.P.
Its General Partner
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
A General Partner
CHANNEL ONE ASSOCIATES, L.P.
By: KKR Associates, L.P.
Its General Partner
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
A General Partner
KKR PARTNERS II, L.P.
By: KKR Associates, L.P.
Its General Partner
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
A General Partner