EXHIBIT C
-------------------------------------------------------------------------------
REGISTRATION RIGHTS AGREEMENT
Dated as of February 17, 1998
by and among
PRIMEDIA INC.
The Guarantors listed herein
and
SALOMON BROTHERS INC
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. INCORPORATED
-------------------------------------------------------------------------------
This Registration Rights Agreement (this "AGREEMENT") is made and
entered into as of February 17, 1998, by and between PRIMEDIA Inc., a Delaware
corporation (the "Company"), each of the Guarantors (as defined in the Purchase
Agreement referred to below) and Salomon Brothers Inc and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co.
Incorporated, (collectively, the "INITIAL PURCHASERS"), who have purchased (i)
$250,000,000 principal amount of the Company's 7 5/8% Senior Notes due 2008 (the
"SERIES A SENIOR NOTES") and (ii) 2,500,000 shares of the Company's $8.625
Series G Exchangeable Preferred Stock Redeemable 2010 (the "SERIES G PREFERRED
STOCK") pursuant to the Purchase Agreement (as defined below).
This Agreement is made pursuant to the Purchase Agreement, dated
February 11, 1998 (the "PURCHASE AGREEMENT"), by and between the Company and the
Initial Purchasers. In order to induce the Initial Purchasers to purchase the
Series A Senior Notes and the Series G Preferred Stock, the Company has agreed
to provide the registration rights set forth in this Agreement. The execution
and delivery of this Agreement is a condition to the obligations of the Initial
Purchasers set forth in Section 4 of the Purchase Agreement.
The parties hereby agree as follows:
SECTION 1. DEFINITIONS
As used in this Agreement, the following capitalized terms shall
have the following meanings:
ACT: The Securities Act of 1933, as amended.
ADVICE: As defined in Section 6(b) hereof.
APPLICABLE EFFECTIVENESS PERCENT: As defined in Section 5
hereof.
BUSINESS DAY: Each Monday, Tuesday, Wednesday, Thursday and
Friday which is not a day on which banking institutions in The Borough of
Manhattan, The City of New York, New York are authorized or obligated by law or
executive order to close.
CLASS G SUBORDINATED DEBENTURES: The 8 5/8% Class G Subordinated
Exchange Debentures due 2010 of the Company issuable in exchange for the Series
G Preferred Stock.
CLASS H SUBORDINATED DEBENTURES: The 8 5/8% Class H Subordinated
Exchange Debentures due 2010 of the Company issuable in exchange for the Series
H Preferred Stock or, in connection with a Registered Exchange Offer for the
Class G Subordinated Debentures and containing terms identical to the Class G
Subordinated Debentures (except that if issued in connection with a Registered
Exchange Offer, interest thereon shall accrue from the Exchange Offer
Consummation Date and except that such securities shall bear no legend and shall
be free from restrictions on transfer).
CLOSING DATE: The date on which the Series A Senior Notes and the
Series G Preferred Stock are first sold by the Initial Purchasers pursuant to
the Offer.
COMMISSION: The Securities and Exchange Commission.
CONSUMMATE: A Registered Exchange Offer shall be deemed
"Consummated" for purposes of this Agreement upon the occurrence of (i) the
filing and effectiveness under the Act of a Registration
1
Statement relating to the Series B Senior Notes and Series H Preferred Stock or
Class H Subordinated Debentures, as applicable, to be issued in the Registered
Exchange Offer, (ii) the maintenance of such Registration Statement continuously
effective for a period of not less than the minimum period required under
applicable federal and state securities laws (provided that in no event shall
such Registered Exchange Offer remain open and the Registration Statement
relating thereto remain continuously effective, in each case, for less than 20
business days), and (iii) the delivery by the Company to either (A) the
registrar under the Senior Note Indenture of Series B Senior Notes in the same
aggregate principal amount of Series A Senior Notes that were tendered by
Holders thereof pursuant to the Registered Exchange Offer, (B) the transfer
agent for the Series H Preferred Stock the same number of shares of Series H
Preferred Stock as the number of shares of Series G Preferred Stock tendered by
holders thereof pursuant to the Registered Exchange Offer, or (C) the registrar
under the Subordinated Debenture Indenture of Class H Subordinated Debentures in
the same aggregate principal amount as the aggregate principal amount of Class G
Subordinated Debentures tendered by Holders thereof pursuant to the Registered
Exchange Offer.
DIVIDEND PAYMENT DATE: As defined in the Certificate of
Designations relating to the Series G Preferred Stock.
EFFECTIVENESS TARGET DATE: As defined in Section 5 hereof.
EXCHANGE ACT: The Securities Exchange Act of 1934, as amended.
EXCHANGE OFFER CONSUMMATION DATE: The date on which the
Registered Exchange Offer is Consummated.
EXCHANGE OFFER EFFECTIVE DATE: The date on which the Registration
Statement relating to the Registered Exchange Offer becomes effective.
EXCHANGE OFFER REGISTRATION STATEMENT: As defined in Section 3
hereof.
HOLDER: As defined in Section 2(b) hereof.
INDEMNIFIED PARTY: As defined in Section 8 hereof.
INTEREST PAYMENT DATE: As defined in the Senior Note Indenture,
for the Senior Notes, and the Subordinated Debenture Indenture, for the
Subordinated Debentures.
NASD: National Association of Securities Dealers, Inc.
OFFER: The transactions in which the Initial Purchasers propose
to sell the Series A Senior Notes and the Series G Preferred Stock to certain
"qualified institutional buyers" (as such term is defined in Rule 144A under the
Act) and in "off shore transactions" (as such term is defined in Regulation S
under the Act) pursuant to the Offering Memorandum.
OFFERING MEMORANDUM: The offering memorandum, dated February 11,
1998 and all amendments and supplements thereto, relating to the Senior Notes
and the Preferred Stock prepared by the Company pursuant to the Purchase
Agreement.
PAYMENT DATE: Each Dividend Payment Date and each Interest
Payment Date.
2
PERSON: An individual, partnership, joint venture, corporation,
trust, estate or unincorporated organization, or a government or agency or
political subdivision thereof.
PREFERRED STOCK: The Series G Preferred Stock and the Series H
Preferred Stock.
PROSPECTUS: The prospectus included in a Registration Statement,
as amended or supplemented by any prospectus supplement and by all other
amendments thereto, including post-effective amendments, and all material, if
any, incorporated by reference into such Prospectus.
RECORD HOLDER: (i) With respect to any Interest Payment Date
relating to Senior Notes, each person who is a Holder of Senior Notes on the
record date with respect to the Interest Payment Date on which such Interest
Payment Date relating to the Senior Notes shall occur; (ii) with respect to any
Payment Date occurring prior to the date on which the Series G Preferred Stock
is exchanged for Class G Subordinated Debentures, each Person who was a Holder
of Series G Preferred Stock on the record date with respect to the Dividend
Payment Date on which such Payment Date shall occur, or, if no record date was
set with respect to such Dividend Payment Date, the date 15 days prior to such
Dividend Payment Date; and (iii) with respect to any Payment Date occurring
after the date on which the Series G Preferred Stock is exchanged for Class G
Subordinated Debentures, each Person who was a Holder of Class G Subordinated
Debentures on the record date with respect to the Interest Payment Date on which
such Payment Date shall occur.
REGISTERED EXCHANGE OFFER: The registration by the Company under
the Act of the Series B Senior Notes or the Series H Preferred Stock or, if the
Series G Preferred Stock has been exchanged for Class G Subordinated Debentures,
Class H Subordinated Debentures pursuant to a Registration Statement pursuant to
which the Company offers the holders of all outstanding Transfer Restricted
Securities the opportunity to exchange all such outstanding Transfer Restricted
Securities held by such Holder for Series B Senior Notes, Series H Preferred
Stock or Class H Subordinated Debentures, as applicable, in an aggregate number
of shares or principal amount, as applicable, equal to the aggregate number of
shares or principal amount, as applicable, of the Transfer Restricted Securities
tendered in such exchange offer by such Holders.
REGISTRATION STATEMENT: Any registration statement of the Company
relating to (a) an offering of Series B Senior Notes, Series H Preferred Stock
or, if the Series G Preferred Stock has been exchanged for Class G Subordinated
Debentures, Class H Subordinated Debentures, pursuant to a Registered Exchange
Offer or (b) the registration for resale of Transfer Restricted Securities
pursuant to the Shelf Registration Statement, which is filed pursuant to the
provisions of this Agreement, including the Prospectus included therein, all
amendments and supplements thereto (including post-effective amendments) and all
exhibits and material incorporated by reference therein.
SENIOR NOTES: The Series A Senior Notes and the Series B Senior
Notes.
SENIOR NOTE INDENTURE: The Indenture between the Company and the
Trustee pursuant to which the Senior Notes are to be issued.
SERIES H PREFERRED STOCK: The $8.625 Series H Exchangeable
Preferred Stock Redeemable 2010 of the Company, issuable in connection with the
Registered Exchange Offer and containing terms identical to the Series G
Preferred Stock (except that dividends thereon will accrue from the Exchange
offer Consummation Date and except that such securities shall bear no legend and
shall be free from restrictions or transfer).
3
SERIES B SENIOR NOTES: The Company's 7_% Senior Notes due 2008 to
be issued pursuant to the Senior Note Indenture in the Registered Exchange
offer.
SHELF REGISTRATION STATEMENT: As defined in Section 4 hereof.
SUBORDINATED DEBENTURES: The Class G Subordinated Debentures and
the Class H Subordinated Debentures.
SUBORDINATED DEBENTURE INDENTURE: The Indenture between the
Company and the Subordinated Debenture Trustee pursuant to which the
Subordinated Debentures are issued.
SUBORDINATED DEBENTURE TRUSTEE: The trustee under the
Subordinated Debenture Indenture.
TIA: The Trust Indenture Act of 1939 (15 U.S.C. Section
77aaa-77bbbb) as in effect on the date of the Indenture.
TRANSFER RESTRICTED SECURITIES: Each Senior Note, each share of
Series G Preferred Stock and, if the Company has elected to exchange such Series
G Preferred Stock, each Class G Subordinated Debenture issued in exchange
therefor, until the earlier to occur of (a) the Exchange Offer Consummation
Date, (b) the date on which such Senior Notes, Preferred Stock or Subordinated
Debentures, as applicable, have been effectively registered under the Act and
disposed of in accordance with a Registration Statement and (c) the date on
which such Senior Notes, Preferred Stock or Subordinated Debentures, as
applicable, are distributed to the public pursuant to Rule 144 under the Act.
TRUSTEE: The trustee under the Senior Note Indenture.
UNDERWRITER(S): The underwriter(s) participating in any
Underwritten Offering referred to in Section 6(b)(xii) and party to the
underwriting agreement referred to in such
section.
UNDERWRITTEN REGISTRATION OR UNDERWRITTEN OFFERING: A
registration in which securities of the Company are sold to an Underwriter for
reoffering to the public.
SECTION 2. SECURITIES SUBJECT TO THIS AGREEMENT
(a) TRANSFER RESTRICTED SECURITIES. The securities entitled to
the benefits of this Agreement are the Transfer Restricted Securities.
(b) HOLDERS OF TRANSFER RESTRICTED SECURITIES. A Person is deemed
to be a holder of Transfer Restricted Securities (each, a "HOLDER") whenever
such Person is the registered owner of Transfer Restricted Securities.
4
SECTION 3. REGISTERED EXCHANGE OFFER
(a) If, in the reasonable opinion of the Company after
consultation with counsel, (i) the Registered Exchange Offer shall then be
permissible under applicable law and (ii) a Registration Statement (the
"EXCHANGE OFFER REGISTRATION Statement") with respect to the Series B Senior
Notes, Series H Preferred Stock or Class H Subordinated Debentures, as
applicable, and the Registered Exchange Offer reasonably can be filed after the
initial sale of Senior Notes and Preferred Stock pursuant hereto, the Company
shall (a) cause to be filed with the Commission after the Closing Date a
Registration Statement under the Act relating to the Series B Senior Notes,
Series H Preferred Stock or Class H Subordinated Debentures, as applicable, and
the Registered Exchange Offer, (b) use its reasonable best efforts to cause such
Exchange Offer Registration Statement to become effective at the earliest
possible time thereafter, (c) in connection with the foregoing, (1) file all
pre-effective amendments to such Exchange Offer Registration Statement as may be
necessary in order to cause such Exchange Offer Registration Statement to become
effective, (2) if applicable, a post-effective amendment to such Exchange Offer
Registration Statement pursuant to Rule 430A under the Act, and (3) use its
reasonable best efforts to cause all necessary filings in connection with the
registration and qualification of the Series B Senior Notes, Series H Preferred
Stock or Class H Subordinated Debentures, as applicable, to be registered under
the Blue Sky laws of such jurisdictions as are necessary to permit Consummation
of the Registered Exchange Offer, and (d) upon the effectiveness of such
Exchange Offer Registration Statement, commence the Registered Exchange Offer.
The Registered Exchange Offer shall be on the appropriate form permitting
registration of the Series B Senior Notes, Series H Preferred Stock or Class H
Subordinated Debentures, as applicable, to be offered in exchange for the
Transfer Restricted Securities.
(b) The Company shall cause the Exchange Offer Registration
Statement to be continuously effective for a period of not less than the minimum
period required under applicable federal and state securities laws to Consummate
the Registered Exchange Offer; PROVIDED, HOWEVER, that in no event shall such
period be less than 20 Business Days. The Company shall cause the Registered
Exchange Offer to comply with all applicable federal and state securities laws.
No securities other than the Series B Senior Notes, Series H Preferred Stock or
Class H Subordinated Debentures, as applicable, shall be included in the
Registration Statement relating to the Registered Exchange Offer. The Company
shall use its reasonable best efforts to cause the Registered Exchange Offer to
be Consummated on the earliest practicable date after the Exchange Offer
Effective Date.
SECTION 4. SHELF REGISTRATION
(a) SHELF REGISTRATION. If the Company is not required to file a
Registration Statement with respect to the Registered Exchange Offer pursuant to
Section 3(a) hereof, then pursuant to Rule 415 under the Act, the Company shall
file a "shelf" registration statement (the "SHELF REGISTRATION STATEMENT")
relating to all then outstanding Transfer Restricted Securities, the holders of
which shall have provided the information required pursuant to Section 6(a)(i)
and (ii) hereof within the time specified in such section, and shall use its
reasonable best efforts to cause such Shelf Registration Statement to become
effective as promptly as practicable thereafter. Subject to the proviso
contained in Section 6(b)(x), the Company shall use its reasonable best efforts
to keep such Shelf Registration Statement continuously effective and to prevent
the happening of any event described in Section 6(b)(iv)(D) hereof for a period
of two years following the date on which such Shelf Registration Statement
becomes effective under the Act (as may be extended pursuant to Section 6
hereof) or shorter period terminating when all Transfer Restricted Securities
either (i) have been sold pursuant to the Shelf Registration Statement or (ii)
have
5
ceased to be Transfer Restricted Securities pursuant to clause (c) of the
definition of Transfer Restricted Securities.
Subject to the proviso contained in Section 6(b)(x), upon the
occurrence of any event that would cause the Shelf Registration Statement (i) to
contain a material misstatement or omission or (ii) not to be effective and
usable for resale of Transfer Restricted Securities during the period that such
Shelf Registration Statement is required to be effective and usable, the Company
shall promptly file an amendment to the Shelf Registration Statement, in the
case of clause (i), correcting any such misstatement or omission, and in the
case of clauses (i) and (ii), use its reasonable best efforts to cause such
amendment to be declared effective and such Shelf Registration Statement to
become usable as soon as practicable thereafter.
(b) RESTRICTIONS ON SALE OF CERTAIN SECURITIES BY OTHERS. The
Company agrees to use reasonable best efforts to cause each holder of its
privately placed debt securities (if the Holders effect an Underwritten Offer
with respect to the Senior Notes or Subordinated Debentures) or preferred stock
(if the Holders effect an Underwritten Offer with respect to the Preferred
Stock), and its securities convertible into or exchangeable or exercisable for
any such debt security or preferred stock, as applicable, purchased from the
Company at any time on or after the date of this Agreement to agree not to
effect any public sale or distribution of any such securities during the 10 day
period prior to and during the 60-day period beginning on the closing date of
each Underwritten Offer made pursuant to the Shelf Registration Statement,
including a sale pursuant to Rule 144 under the Act (except as part of such
Underwritten Registration).
SECTION 5. LIQUIDATED DAMAGES
If written notice that the applicable Registration Statement has
been declared effective shall not have been given on or before 180 days
following the Closing Date (the "EFFECTIVENESS TARGET DATE"), then, commencing
on the first Payment Date following the 181st day after the Closing Date and on
each Payment Date thereafter until the applicable Registration Statement has
been declared effective, the Company shall pay to each Record Holder an amount,
as liquidated damages, equal to the product of (i) the aggregate principal
amount of all Senior Notes held by such Holder or the aggregate liquidation
preference of all shares of Preferred Stock (or, if the Preferred Stock has been
exchanged for Subordinated Debentures, the aggregate principal amount of all
such Subordinated Debentures) constituting Transfer Restricted Securities and
(ii) the "APPLICABLE EFFECTIVENESS PERCENT," which shall accrue from and after
the 181st day after the Closing Date. For purposes hereof, the "Applicable
Effectiveness Percent" shall be one-half of one percent (0.50%) per annum for
each of the days immediately succeeding the 181st day following the Closing Date
until the applicable Registration Statement has been declared effective.
SECTION 6. REGISTRATION PROCEDURES
(a) In connection with the Registered Exchange Offer (if required
to be made pursuant to Section 3(a) hereof):
(i) As a condition to its participation in the Registered
Exchange Offer pursuant to the terms of this Agreement, each Holder of
Transfer Restricted Securities shall be required to furnish, upon the
request of the Company, within 15 Business Days thereafter, such
information regarding such Holder and such Holder's intentions in
connection with the Series B
6
Senior Notes, Series H Preferred Stock or Class H Subordinated
Debentures, as applicable, to be received in the Registered Exchange
Offer as the Company may from time to time reasonably request in
writing. Each such Holder shall be required to furnish to the Company
all information required to be disclosed in order to make the
information previously furnished to the Company by such Holder not
materially misleading;
(ii) As a condition to its participation in the Registered
Exchange Offer pursuant to the terms of this Agreement, each Holder of
Transfer Restricted Securities shall be required to furnish, upon the
request of the Company, prior to the Consummation thereof, a written
representation to the Company that it is not engaged in, and does not
intend to engage in, a distribution of the Series B Senior Notes, Series
H Preferred Stock or Class H Subordinated Debentures, as applicable, to
be received in the Registered Exchange Offer and that it is acquiring
the Series B Senior Notes, Series H Preferred Stock or Class H
Subordinated Debentures, as applicable, in its ordinary course of
business and shall otherwise cooperate in the Company's preparations for
the Registered Exchange Offer. Each Holder shall acknowledge that any
such Holder using the Registered Exchange Offer to participate in a
distribution of the securities to be acquired in the Registered Exchange
Offer (x) could not rely on the position of the Commission enunciated in
EXXON CAPITAL HOLDINGS CORPORATION (available April 13, 1989) or similar
no-action letters (including any no-action letter obtained pursuant to
paragraph (i) above in connection with the Registered Exchange Offer),
(y) must comply with registration and prospectus delivery requirements
of the Act in connection with a secondary resale transaction and (z)
that such a secondary resale transaction should be covered by an
effective registration statement containing the selling security holder
information required by Item 507 of Regulation S-K; and
(iii) If the Registered Exchange Offer relates to the Senior
Notes or the Subordinated Debentures, the Company shall cause the Senior
Note Indenture or Subordinated Debenture Indenture, as the case may be,
to be qualified under the TIA not later than the effective date of the
first Registration Statement relating to the Registered Exchange Offer;
and, in connection therewith, will cooperate with the Trustee or the
Subordinated Debenture Trustee, as the case may be, and the holders of
the Series A Senior Notes and Class G Subordinated Debentures to effect
such changes to the Senior Note Indenture or the Subordinated Debenture
Indenture, as the case may be, as may be required for such indenture to
be so qualified in accordance with the terms of the TIA; and will
execute, and use its reasonable best efforts to cause such trustee to
execute, all documents as may be required to effect such changes and all
other forms and documents required to be filed with the Commission to
enable such indenture to be so qualified in a timely manner.
(b) In connection with the Shelf Registration Statement, the
Company will use its reasonable best efforts to effect such registration, to
permit the sale of the Transfer Restricted Securities being sold in accordance
with the intended method or methods of distribution thereof and, pursuant
thereto, the Company will as expeditiously as possible:
(i) prepare and file with the Commission, as soon as
practicable, a Registration Statement relating to the registration on
any appropriate form under the Act, cooperate and assist in any filings
required to be made with the NASD and use its reasonable best efforts to
cause such Shelf Registration Statement to become effective and approved
by such governmental agencies or authorities as may be necessary to
enable the selling Holders to consummate the disposition of such
Transfer Restricted Securities; PROVIDED that before filing a Shelf
Registration Statement or any Prospectus, or any amendments or
supplements thereto,
7
including documents incorporated by reference after the initial filing
of the Shelf Registration Statement, the Company will furnish to the
Holders and the underwriter(s), if any, copies of all such documents
proposed to be filed prior to the filing thereof and shall make the
Company's representative available for discussion of such documents;
(ii) prepare and file with the Commission such amendments
and post-effective amendments to the Shelf Registration Statement as may
be necessary to keep the Shelf Registration Statement effective for the
applicable period set forth in Section 3 hereof, or such shorter period
which will terminate when all Transfer Restricted Securities covered by
such Shelf Registration Statement have been sold; cause the Prospectus
to be supplemented by any required Prospectus supplement, and as so
supplemented to be filed pursuant to Rule 424 under the Act, and to
comply fully with the applicable provisions of Rules 424 and 430A under
the Act in a timely manner; and comply with the provisions of the Act
with respect to the disposition of all securities covered by such Shelf
Registration Statement during the applicable period in accordance with
the intended method or methods of distribution by the sellers thereof
set forth in such Shelf Registration Statement or supplement to the
Prospectus;
(iii) if requested by the Holders of Transfer Restricted
Securities being sold in an Underwritten Offering conducted pursuant to
an Underwriting Agreement referred to in Section 6(b)(xii) or the
Underwriter(s) thereof, promptly incorporate in a Prospectus supplement
or post-effective amendment such information as such Underwriter(s) and
the Holders of Transfer Restricted Securities being sold agree should be
included therein relating to the plan of distribution of the Transfer
Restricted Securities, including, without limitation, information with
respect to the principal amount of Senior Notes, the number of shares of
Preferred Stock and principal amount of Subordinated Debentures being
sold to such Underwriter(s), the purchase price being paid therefor and
with respect to any other terms of the offering of the Transfer
Restricted Securities to be sold in such offering; and make all required
filings of such Prospectus supplement or post-effective amendment as
soon as practicable after the Company is notified of the matters to be
incorporated in such Prospectus supplement or post-effective amendment;
(iv) advise the Underwriter(s), if any, and selling Holders
promptly and, if requested by such Persons, to confirm such advice in
writing, (A) when the Shelf Registration Statement or any post-effective
amendment thereto, has become effective, (B) of any request by the
Commission for amendments to the Registration Statement or amendments or
supplements to the Prospectus or for additional information relating
thereto, (C) if at any time the representations and warranties of the
Company contemplated by paragraph (xii)(A) below cease to be true and
correct, (D) of the existence of any fact and the happening of any event
that makes any statement of a material fact made in the Registration
Statement, the Prospectus, any amendment or supplement thereto, or any
document incorporated by reference therein untrue, or that requires the
making of any additions to or changes in the Registration Statement or
the Prospectus in order to make the statements therein not misleading
and (E) of the receipt by the Company of any stop order from the
Commission suspending the effectiveness of the Registration Statement,
and any order issued by any state securities commission or other
regulatory authority suspending the qualification or exemption from
qualification of such Transfer Restricted Securities under state
securities or blue sky laws. If at any time the Company shall receive
any such stop order suspending the effectiveness of the Registration
Statement, or any such order from a state securities commission or other
regulatory authority, the Company shall use its reasonable best efforts
to obtain the withdrawal or lifting of such order at the earliest
possible time;
8
(v) promptly prior to the filing of any document that is to
be incorporated by reference into the Shelf Registration Statement or
the Prospectus (after initial filing of the Shelf Registration
Statement), provide copies of such document to the selling Holders and
to the managing Underwriter(s), if any, and make the Company's
representative(s) available for discussion of such document;
(vi) furnish to each selling Holder and each of the
Underwriter(s), if any, without charge, at least one signed copy of the
Registration Statement, as first filed with the Commission, and of each
amendment thereto, including all documents incorporated by reference
therein and all exhibits (including exhibits incorporated therein by
reference);
(vii) deliver to each selling Holder and each of the
Underwriter(s), if any, without charge, as many copies of the Prospectus
(including each preliminary prospectus) and any amendment or supplement
thereto as such Persons may reasonably request; the Company consents to
the use of the Prospectus and any amendment or supplement thereto by
each of the selling Holders and each of the Underwriter(s), if any, in
connection with the offering and the sale of the Transfer Restricted
Securities covered by the Prospectus or any amendment or supplement
thereto;
(viii) prior to any public offering of Transfer Restricted
Securities, cooperate with the selling Holders, the Underwriter(s), if
any, and their respective counsel in connection with the registration
and qualification of the Transfer Restricted Securities under the
securities or Blue Sky laws of such jurisdictions as the selling Holders
or Underwriter(s) may request and do any and all other acts or things
necessary or advisable to enable the disposition in such jurisdictions
of the Transfer Restricted Securities covered by the Shelf Registration
Statement; PROVIDED, HOWEVER, that the Company shall not be required to
register or qualify as a foreign corporation where it is not then so
qualified or to take any action that would subject it to the service of
process in suits or to taxation, other than as to matters and
transactions relating to the Shelf Registration Statement, in any
jurisdiction where it is not now so subject;
(ix) cooperate with the selling Holders and the
Underwriter(s), if any, to facilitate the timely preparation and
delivery of certificates representing Transfer Restricted Securities to
be sold and not bearing any restrictive legends; and enable such
Transfer Restricted Securities to be in such denominations and
registered in such names as the Holders or the Underwriter(s), if any,
may request at least two Business Days prior to any sale of Transfer
Restricted Securities made by such Underwriter(s);
(x) if any fact or event contemplated by Section
6(b)(iv)(D) above shall exist or have occurred, prepare a supplement or
post-effective amendment to the Registration Statement or related
Prospectus or any document incorporated therein by reference or file any
other required document so that, as thereafter delivered to the
purchasers of Transfer Restricted Securities, the Prospectus, as amended
or supplemented, will not contain an untrue statement of a material fact
or omit to state any material fact necessary to make the statements
therein not misleading; PROVIDED, that the Company shall not be required
to comply with this Section 6(b)(x) if, and only for so long as: (i) the
Company shall be engaged in a transaction; (ii) (A) such transaction is
required to be disclosed in the Registration Statement, the related
Prospectus, or any amendment or supplement thereto, or the failure by
the Company to disclose such transaction in the Registration Statement
or related Prospectus, or any amendment or supplement thereto, as then
amended or supplemented, would cause such Registration Statement,
Prospectus or amendment or supplement thereto, to contain an untrue
statement of a material fact or omit to state a material
9
fact necessary in order to make the statements therein not misleading,
in the light of the circumstances under which they were made; (B)
information regarding the existence of such transaction has not then
been publicly disclosed by or on behalf of the Company; and (C) the
Company determines, in its reasonable judgment, that disclosure of such
transaction would have a material adverse effect (1) on the business,
condition (financial or other), results of operations or properties of
the Company and its subsidiaries, taken as a whole, or (2) on the
consummation of such transaction and (iii) the Company notifies the
Holders promptly after making the determination set forth in clause
(ii);
(xi) provide a CUSIP number for all Transfer Restricted
Securities not later than the effective date of Exchange Offer
Registration Statement or the Shelf Registration Statement;
(xii) enter into such customary agreements (including an
underwriting agreement in form reasonably satisfactory to the Company)
and take all such other actions in connection therewith as may be
requested by the Holders of a majority of the outstanding shares (or
principal amount, as the case may be) of the Transfer Restricted
Securities or the managing Underwriter(s) in order to expedite or
facilitate the disposition of the Transfer Restricted Securities
pursuant to the Shelf Registration and, in connection with any such
underwriting agreement entered into by the Company, (A) make such
representations and warranties to the Holders and the Underwriter(s), in
form, substance and scope as are customarily made by issuers to
Underwriters in primary underwritten offerings and covering matters
including, but not limited to, those set forth in the Purchase
Agreement; (B) obtain opinions of counsel to the Company and updates
thereof (which counsel and opinions (in form, scope and substance) shall
be reasonably satisfactory to the Underwriter(s) and the Holders of the
Transfer Restricted Securities being sold) addressed to each selling
Holder and the Underwriter(s) covering the matters customarily covered
in opinions requested in underwritten offerings and such other matters
as may be reasonably requested by such Holders and Underwriters; (C)
obtain "cold comfort" letters and updates thereof from the Company's
independent certified public accountants addressed to the Underwriters
and use its reasonable best efforts to obtain such "cold comfort"
letters addressed to the Holders of Transfer Restricted Securities, such
letters to be in customary form and covering matters of the type
customarily covered in "cold comfort" letters by Underwriters in
connection with primary underwritten offerings; (D) set forth in full or
incorporate by reference in the underwriting agreement the
indemnification provisions and procedures of Section 8 hereof with
respect to all parties to be indemnified pursuant to said Section; and
(E) deliver such documents and certificates as may be reasonably
requested by the Holders of the Transfer Restricted Securities being
sold or the underwriter(s) of such Underwritten Offering to evidence
compliance with clause (A) above and with any customary conditions
contained in the underwriting agreement or other agreement entered into
by the Company pursuant to this clause (xii). The above shall be done at
each closing under such underwriting or similar agreement, as and to the
extent required thereunder. Notwithstanding the foregoing, in no event
shall any Holder be entitled to participate in an Underwritten
Registration unless Holders of Senior Notes the principal amount of
which equals or exceeds $50 million or Holders of Preferred Stock the
aggregate liquidation preference of which equals or exceeds $25 million
(or, if the Preferred Stock has been exchanged for Subordinated
Debentures, the principal amount of which equals or exceeds $25 million)
shall first notify the Company of their intent to retain an Underwriter
for such purpose pursuant to Section 11 hereof;
10
(xiii) make available at reasonable times for inspection by
the Holders of the Transfer Restricted Securities, any Underwriter
participating in an Underwritten Offering pursuant to such Shelf
Registration Statement and any attorney or accountant retained by such
selling Holders or any of the Underwriters (collectively, the
"INSPECTORS"), all financial and other records, pertinent corporate
documents and properties of the Company as shall be requested by any
such Inspector in connection with such Shelf Registration Statement
subsequent to the filing thereof and prior to its effectiveness;
PROVIDED, HOWEVER, that any Records which the Company determines, in
good faith, to be confidential and which it notifies the Inspectors in
writing are confidential shall not be disclosed to any Inspector unless
(i) such Inspector signs a confidentiality agreement reasonably
satisfactory to the Company or (ii) the release of such Records is
ordered pursuant to a subpoena or other court order or is otherwise
required by law. Each Holder agrees that it will, promptly after
learning that disclosure of such Records is sought by a court having
jurisdiction, give notice to the Company and allow the Company to
undertake appropriate action to prevent disclosure of such Records (it
being understood, however, that, in no event, shall any Holder be
required to violate any such subpoena, court order or applicable law as
a result of the Company's actions to prevent such disclosure);
(xiv) otherwise use its reasonable best efforts to comply
with all applicable rules and regulations of the Commission and make
generally available to its security holders as soon as practicable a
consolidated earnings statement (which need not be audited) for the
twelve-month period (A) commencing at the end of any fiscal quarter in
which Transfer Restricted Securities are sold to the Underwriters in a
firm or best efforts Underwritten Offering or (B) if not sold to the
Underwriters in such an offering, beginning with the first month of the
Company's first fiscal quarter commencing after the effective date of
the Shelf Registration Statement; and
(xv) cause the Senior Note Indenture or the Subordinated
Debenture Indenture, as the case may be, to be qualified under the TIA,
and, in connection therewith, cooperate with the applicable trustee and
the Holders to effect such changes to such indenture as may be required
for such indentures to be so qualified in accordance with the terms of
the TIA; and execute and use its reasonable best efforts to cause such
trustee to execute, all documents as may be required to effect such
changes and all other forms and documents required to be filed with the
Commission to enable such indenture to be so qualified in a timely
manner.
Each Holder as to which any Shelf Registration Statement is being
effected shall furnish promptly to the Company all information required to be
disclosed in order to make the information previously furnished to the Company
by such Holder not materially misleading.
Upon receipt of any notice from the Company of the existence of
any fact of the kind described in Section 6(b)(iv)(D) hereof, each Holder will
forthwith discontinue disposition of Transfer Restricted Securities until such
Holder's receipt of the copies of the supplemented or amended Prospectus
contemplated by Section 6(b)(x) hereof, or until it is advised in writing (the
"ADVICE") by the Company that the use of the Prospectus may be resumed, and has
received copies of any additional or supplemental filings which are incorporated
by reference in the Prospectus. If so directed by the Company, each 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 Transfer Restricted Securities current at the time of receipt of
such notice. In the event the Company shall give any such notice, the time
period regarding the effectiveness of the Registration Statement set forth in
Section 4(a) hereof shall be extended by the number of days during the period
from and including the date of the giving of such Advice to and
11
including the date when each selling Holder covered by such Registration
Statement shall have received the copies of the supplemented or amended
Prospectus contemplated by Section 6(b)(x) hereof.
SECTION 7. REGISTRATION EXPENSES
(a) All expenses incident to the Company's performance of or
compliance with this Agreement will be borne by the Company, regardless of
whether a Registration Statement becomes effective, including without limitation
all: (i) registration and filing fees and expenses (including filings made with
the NASD (including, if applicable, the fees and expenses of any "qualified
independent underwriter" and its counsel, as may be required by the rules and
regulations of the NASD)); (ii) fees and expenses of compliance with federal
securities and state Blue Sky or securities laws; (iii) expenses of printing
(including printing certificates for the Senior Notes, Preferred Stock,
Subordinated Debentures and Prospectuses), messenger and delivery services and
telephone; (iv) reasonable fees and disbursements of counsel for the Company and
the Holders of the Transfer Restricted Securities; (v) all application and
filing fees in connection with listing the Senior Notes, Preferred Stock and the
Subordinated Debentures on a national securities exchange or automated quotation
system pursuant to the requirements hereof; and (vi) reasonable fees and
disbursements of independent certified public accountants of the Company
(including the expenses of any special audit and "cold comfort" letters required
by or incident to such performance).
The Company will, in any event, bear its internal expenses
(including, without limitation, all salaries and expense of its officers and
employees performing legal or accounting duties), the expenses of any annual
audit, rating agency fees and the fees and expenses of any Person, including
special experts, retained by the Company.
(b) In connection with the Shelf Registration Statement, the
Company will reimburse the Holders of Transfer Restricted Securities being
tendered or registered for the reasonable fees and disbursements of ▇▇▇▇▇▇ &
▇▇▇▇▇▇▇, as counsel to such Holders. Notwithstanding the provisions of this
Section 7, each Holder shall pay all registration expenses to the extent
required by applicable law.
SECTION 8. INDEMNIFICATION
(a) Each of the Company and the Guarantors jointly and severally
agrees to indemnify and hold harmless each Holder of Transfer Restricted
Securities and each person, if any, who controls such Holder within the meaning
of either Section 15 of the Securities Act or Section 20 of the Exchange Act, or
is under common control with or is controlled by such Holder from and against
any and all losses, claims, damages and liabilities (including, without
limitation, any legal or other expenses reasonably incurred by any Holder of
Transfer Restricted Securities or any such controlling person or person who is
under common control with, or is controlled by such Holder, in connection with
defending or investigating any such action or claim) caused by any untrue
statement or alleged untrue statement of a material fact contained in either
Memorandum (as amended or supplemented if the Company shall have furnished any
amendments or supplements thereto), or caused by any omission or alleged
omission to state therein a material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading, except (i) insofar as such losses, claims, damages or liabilities
are caused by any such untrue statement or omission or alleged untrue statement
or omission based upon information relating to any Holder of Transfer Restricted
Securities furnished to the Company in writing by such Holder expressly for use
therein and (ii) that the foregoing indemnity with respect to any untrue
statement contained in or omission from a Memorandum shall not inure to the
benefit of any Holder of Transfer
12
Restricted Securities (or any person controlling under common control with, or
controlled by, such Holder) from whom the person asserting any such loss, claim,
damage or liability purchased any of the Securities which are the subject
thereof if such person was not sent or given a copy of the Memorandum (or the
Memorandum as amended or supplemented) at or prior to the written confirmation
of the sale of such Securities to such person and the untrue statement contained
in or omission from such Memorandum was contained in the Memorandum (or the
Memorandum as amended or supplemented).
(b) Each Holder of Transfer Restricted Securities agrees,
severally and not jointly, to indemnify and hold harmless each of the Company
and the Guarantors, its directors, its officers and each person, if any, who
controls the Company within the meaning of either Section 15 of the Securities
Act or Section 20 of the Exchange Act to the same extent as the foregoing
indemnity from the Company and the Guarantors to such Holder, but only with
reference to information relating to such Holder furnished to the Company in
writing by such Holder expressly for use in either Memorandum or any amendments
or supplements thereto.
(c) In case any proceeding (including without limitation any
governmental investigation) shall be instituted involving any person in respect
of which indemnity may be sought pursuant to either paragraph (a) or (b) above,
such person (the "INDEMNIFIED PARTY") shall promptly notify the person against
whom such indemnity may be sought (the "INDEMNIFYING PARTY") in writing and the
Indemnifying Party, upon request of the Indemnified Party, shall retain counsel
reasonably satisfactory to the Indemnified Party to represent the Indemnified
Party and any others the Indemnifying Party may designate in such proceeding and
shall pay the fees and disbursements of such counsel related to such proceeding.
In any such proceeding, any Indemnified Party shall have the right to retain its
own counsel, but the fees and expenses of such counsel shall be at the expense
of such Indemnified Party unless (i) the Indemnifying Party and the Indemnified
Party shall have mutually agreed to the retention of such counsel or (ii) the
named parties to any such proceeding (including any impleaded parties) include
both the Indemnifying Party and the Indemnified Party and representation of both
parties by the same counsel would be inappropriate due to actual or potential
differing interests between them. It is understood that the Indemnifying Party
shall not, in respect of the legal expenses of any Indemnified Party in
connection with any proceeding or related proceedings in the same jurisdiction,
be liable for the fees and expenses of more than one separate firm (in addition
to any local counsel) for all such indemnified parties and that all such fees
and expenses shall be reimbursed as they are incurred. Such firm shall be
designated in writing by Salomon Brothers Inc., in the case of parties
indemnified pursuant to paragraph (a) above and by the Company in the case of
parties indemnified pursuant to paragraph (b) above. The Indemnifying Party
shall not be liable for any settlement of any proceeding effected without its
written consent, but if settled with such consent or if there be a final
judgment for the plaintiff, the Indemnifying Party agrees to indemnify the
Indemnified Party from and against any loss or liability by reason of such
settlement or judgment. Notwithstanding the immediately preceding sentence, if
at any time an Indemnified Party shall have requested an Indemnifying Party to
reimburse the Indemnified Party for fees and expenses of counsel as contemplated
by the second and third sentences of this paragraph, the Indemnifying Party
agrees that it shall be liable for any settlement of any proceeding effected
without its written consent if (i) such settlement is entered into more than 60
days after receipt by such Indemnifying Party of the aforesaid request and (ii)
such Indemnifying Party shall not have reimbursed the Indemnified Party in
accordance with such request prior to the date of such settlement. No
Indemnifying Party shall, without the prior written consent of the Indemnified
Party, effect any settlement of any pending or threatened proceeding in respect
of which any Indemnified Party is or could have been a party and indemnity could
have been sought hereunder by such Indemnified Party, unless such settlement
includes an unconditional release of such Indemnified Party from all liability
on claims that are the subject matter of such proceeding.
13
(d) To the extent the indemnification provided for in paragraph
(a) or (b) of this Section 8 is unavailable to an Indemnified Party or
insufficient in respect of any losses, claims, damages or liabilities referred
to therein, then each Indemnifying Party under such paragraph, in lieu of
indemnifying such Indemnified Party thereunder, shall contribute to the amount
paid or payable by such Indemnified Party as a result of such losses, claims,
damages or liabilities (i) in such proportion as is appropriate to reflect the
relative benefits received by the Company and the Guarantors, on the one hand,
and the Holders of Transfer Restricted Securities on the other hand, from the
offering of the Securities or (ii) if the allocation provided by clause (i)
above is not permitted by applicable law, in such proportion as is appropriate
to reflect not only the relative benefits referred to in clause (i) above but
also the relative fault of the Company and the Guarantors, on the one hand, and
of the Holders of Transfer Restricted Securities, on the other hand, in
connection with the statements or omissions that resulted in such losses,
claims, damages or liabilities, as well as any other relevant equitable
considerations. The relative fault of the Company and the Guarantors, on the one
hand, and the Holders of Transfer Restricted Securities on the other hand, shall
be determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Company or by the Holders
of Transfer Restricted Securities and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or
omission.
(e) The Company, the Guarantors and the Holders of Transfer
Restricted Securities agree that it would not be just or equitable if
contribution pursuant to this Section 8 were determined by PRO RATA allocation
or by any other method of allocation that does not take account of the equitable
considerations referred to in paragraph (d) above. The amount paid or payable by
an Indemnified Party as a result of the losses, claims, damages and liabilities
referred to in paragraph (d) above shall be deemed to include, subject to the
limitations set forth above, any legal or other expenses reasonably incurred by
such Indemnified Party in connection with investigating or defending any such
action or claim. Notwithstanding the provisions of this Section 8, no Holder of
Transfer Restricted Securities shall be required to contribute any amount in
excess of the amount by which the total price at which the Securities resold by
it in the initial placement of such Securities were offered to investors exceeds
the amount of any damages that such Holder has otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation. The remedies
provided for in this Section 8 are not exclusive and shall not limit any rights
or remedies which may otherwise be available to any Indemnified Party at law or
in equity.
(f) The indemnity and contribution provisions contained in this
Section 8 and the representations and warranties of the Company and the
Guarantors contained in this Agreement shall remain operative and in full force
and effect regardless of (i) any termination of this Agreement, (ii) any
investigation made by or on behalf of any Holder of Transfer Restricted
Securities or any person controlling any Holder of Transfer Restricted
Securities or by or on behalf of the Company, its officers or directors or any
person controlling the Company and (iii) acceptance of and payment for any of
the Securities. The remedies provided for in this Section 8 are not exclusive
and shall not limit any rights or remedies that may otherwise be available to
any Indemnified Party at law or equity.
14
SECTION 9. RULE 144A
The Company hereby agrees with each Holder, for so long as any of
the Senior Notes, Preferred Stock or Subordinated Debentures remain outstanding
and during any period in which the Company is not subject to Section 13 or 15(d)
of the Exchange Act, to make available to any Initial Purchaser or beneficial
owner of such Transfer Restricted Securities in connection with any sale thereof
and any prospective purchaser of such Transfer Restricted Securities from such
Initial Purchaser or beneficial owner, the information required by Rule
144A(d)(4) under the Act.
SECTION 10. PARTICIPATION IN UNDERWRITTEN REGISTRATIONS
No Holder may participate in any Underwritten Registration
hereunder unless such Holder (a) agrees to sell such Holder's Transfer
Restricted Securities on the basis provided in any underwriting arrangements
approved by the Persons entitled hereunder to approve such arrangements and (b)
completes and executes the related underwriting agreement and all
questionnaires, powers of attorney, indemnities, and other documents required
under the terms of such underwriting arrangements.
SECTION 11. SELECTION OF UNDERWRITERS
Subject to Section 6(b)(xii) hereof, the Holders of Transfer
Restricted Securities covered by the Shelf Registration Statement who desire to
do so may sell such Transfer Restricted Securities in an Underwritten Offering.
The Underwriter(s) that will administer said offerings will be selected by the
Holders of a majority of the outstanding shares or the aggregate principal
amount, as applicable, of the Transfer Restricted Securities included in such
Underwritten Offering.
SECTION 12. MISCELLANEOUS
(a) REMEDIES. Each Holder, in addition to being entitled to
exercise all rights provided herein, in the Senior Note Indenture, in the
Subordinated Debenture Indenture, if applicable, in the Purchase Agreement and
granted by law, including recovery of damages, will be entitled to specific
performance of its rights under this Agreement. The Company agrees that monetary
damages would not be adequate compensation for any loss incurred by reason of a
breach by it of the provisions of this Agreement and hereby agrees to waive the
defense in any action for specific performance that a remedy at law would be
adequate.
(b) NO INCONSISTENT AGREEMENTS. The Company will not on or after
the date of this Agreement enter into any agreement with respect to its
securities that is inconsistent with the rights granted to the Holders in this
Agreement or otherwise conflicts with the provisions hereof. The rights granted
to the Holders hereunder do not in any way conflict with and are not
inconsistent with the rights granted to the holders of the Company's securities
under any agreements of the Company in effect on the date hereof.
(c) AMENDMENTS AND WAIVERS. The provisions of this Agreement may
not be amended, modified or supplemented, and waivers or consents to or
departures from the provisions hereof may not be given unless the Company has
obtained the written consent of Holders of a majority of, in the case of Senior
Notes, the outstanding aggregate principal amount, Preferred Stock, the
outstanding shares
15
and, in the case of Subordinated Debentures, the then outstanding aggregate
principal amount, in each case, that are Transfer Restricted Securities.
(d) NOTICES. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, first-class mail
(registered or certified, return receipt requested), telex, telecopier, or air
courier guaranteeing overnight delivery:
(i) if to a Holder, at the address set forth on the
records of the Registrar for the Senior Notes, transfer agent for the
Preferred Stock or the Registrar for the Subordinated Debentures, as
applicable, with a copy to the transfer agent or the Registrar; and
(ii) if to the Company, to PRIMEDIA Inc., ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇, with a copy
to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇
▇▇▇▇, ▇▇▇▇▇, Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇.
All such notices and communications shall be deemed to have been
duly given: at the time delivered by hand, if personally delivered; five
Business Days after being deposited in the mail, postage prepaid, if mailed;
when answered back, if telexed; when receipt acknowledged, if telecopied; and on
the next Business Day, if timely delivered to an air courier guaranteeing
overnight delivery.
From and after the date on which the Preferred Stock is exchanged
for Subordinated Debentures, copies of all such notices, demands or other
communications shall be concurrently delivered by the Person giving the same to
the trustee under the Subordinated Debenture Indenture at the address specified
therein.
(e) SUCCESSORS AND ASSIGNS. This Agreement shall inure to the
benefit of and be binding upon the successors and assigns of each of the
parties, including without limitation and without the need for an express
assignment hereof, subsequent Holders of Transfer Restricted Securities;
PROVIDED, that this Agreement shall not inure to the benefit of or be binding
upon a successor or assign of a Holder unless and to the extent such successor
or assign acquired Transfer Restricted Securities from such Holder.
(f) COUNTERPARTS. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.
(g) HEADINGS. The headings in this Agreement are for convenience
of reference only and shall not limit or otherwise affect the meaning hereof.
(h) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD
TO THE CONFLICT OF LAW RULES THEREOF.
(i) SEVERABILITY. In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstance, is
held invalid, illegal or unenforceable, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions contained herein shall not be affected or impaired thereby.
(j) ENTIRE AGREEMENT. This Agreement together with the other
Operative Documents (as defined in the Purchase Agreement) is intended by the
parties as a final expression of their agreement
16
and intended to be a complete and exclusive statement of the agreement and
understanding of the parties hereto in respect of the subject matter contained
herein. There are no restrictions, promises, warranties or undertakings, other
than those set forth or referred to herein with respect to the registration
rights granted by the Company with respect to the Transfer Restricted
Securities. This Agreement supersedes all prior agreements and understandings
between the parties with respect to such subject matter.
17
IN WITNESS WHEREOF, the parties have executed this Agreement as
of the date first written above.
PRIMEDIA INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title:
THE APARTMENT GUIDE OF NASHVILLE, INC.
ARGUS PUBLISHERS CORPORATION
AMERICAN HEAT VIDEO PRODUCTIONS, INC.
ASTN, INC.
A WEP COMPANY
BACON'S INFORMATION, INC.
BANKERS CONSULTING COMPANY
CARDINAL BUSINESS MEDIA, INC.
CARDINAL BUSINESS MEDIA HOLDINGS, INC.
CHANNEL ONE COMMUNICATIONS CORPORATION
COVER CONCEPTS MARKETING SERVICES, LLC
CSK PUBLISHING COMPANY INCORPORATED
DAILY RACING FORM, INC.
DATA BOOK, INC.
DRF FINANCE, INC.
THE ELECTRONICS SOURCE BOOK, INC.
EXCELLENCE IN TRAINING CORPORATION
FUNK & WAGNALLS YEARBOOK CORPORATION
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, INC.
GO LO ENTERTAINMENT, INC.
▇▇▇▇▇ COMMUNICATIONS, INC.
▇▇▇▇ PUBLISHING COMPANIES, INC.
HEALTH & SCIENCES NETWORK, INC.
IDTN LEASING CORPORATION
INDUSTRIAL TRAINING SYSTEMS CORPORATION
INTELLICHOICE, INC.
INTERMODAL PUBLISHING COMPANY, LTD.
INTERTEC MARKET REPORTS, INC.
INTERTEC PRESENTATIONS, INC.
INTERTEC PUBLISHING CORPORATION
K-III HPC, INC.
K-III PRIME CORPORATION
LAW ENFORCEMENT TELEVISION NETWORK, INC.
(TEXAS)
LIFETIME LEARNING SYSTEMS, INC.
LITTLE ROCK APARTMENT GUIDE, INC.
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ASSOCIATES, INC.
▇▇▇▇▇▇▇▇ ARGUS PUBLISHING, INC.
MEMPHIS APARTMENT GUIDE, INC.
MUSICAL AMERICA PUBLISHING, INC.
▇▇▇▇▇▇ INFORMATION, INC.
NEWBRIDGE COMMUNICATIONS, INC.
PARK AVENUE PUBLISHING, INC.
PICTORIAL, INC.
PLAZA COMMUNICATIONS, INC.
PRIMEDIA HOLDINGS III INC.
PRIMEDIA INFORMATION INC.
PRIMEDIA MAGAZINES INC.
PRIMEDIA MAGAZINES FINANCE INC.
PRIMEDIA REFERENCE INC.
PRIMEDIA SPECIAL INTEREST PUBLICATIONS INC.
QWIZ, INC.
R.E.R. PUBLISHING CORPORATION
STRAIGHT DOWN, INC.
SYMBOL OF EXCELLENCE PUBLISHERS, INC.
TEL-A-TRAIN, INC.
TI-IN ACQUISITION CORPORATION
WEEKLY READER CORPORATION
▇▇▇▇▇▇▇▇ COMMUNICATIONS, INC.
▇▇▇▇▇▇▇▇ COMMUNICATIONS MICHIGAN, INC.
▇▇▇▇▇▇▇▇ ECI, INC.
WESTERN EMPIRE PUBLICATIONS, INC.
AS GUARANTORS
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title:
CONFIRMED AND ACCEPTED,
as of the date first above written:
SALOMON BROTHERS INC
By: /s/ ▇▇▇▇▇ CLIPPER
-------------------------------
Name: ▇▇▇▇▇ Clipper
Title:
CONFIRMED AND ACCEPTED,
as of the date first above written:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. INCORPORATED
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: