-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HxYY8Ooglp9Olj45MizjdfCRmeI36oHOO7Tte/b8KQZ5EzLXI/BD8le1LHW8jSIU dNSOvwFJTPCSvcssTlbq1A== 0000893750-01-500317.txt : 20010829 0000893750-01-500317.hdr.sgml : 20010829 ACCESSION NUMBER: 0000893750-01-500317 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20010828 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KKR 1996 FUND L P CENTRAL INDEX KEY: 0001031665 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: KOHLBERG KRAVIS ROBERTS & CO STREET 2: 9 WEST 57TH STREET SUITE 4200 CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2127508300 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PRIMEDIA INC CENTRAL INDEX KEY: 0000884382 STANDARD INDUSTRIAL CLASSIFICATION: PERIODICALS: PUBLISHING OR PUBLISHING AND PRINTING [2721] IRS NUMBER: 133647573 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-46489 FILM NUMBER: 1725708 BUSINESS ADDRESS: STREET 1: 745 FIFTH AVE CITY: NEW YORK STATE: NY ZIP: 10151 BUSINESS PHONE: 2127450100 MAIL ADDRESS: STREET 1: 745 5TH AVE CITY: NEW YORK STATE: NY ZIP: 10151 FORMER COMPANY: FORMER CONFORMED NAME: K III COMMUNICATIONS CORP DATE OF NAME CHANGE: 19930328 SC 13D 1 schedule13d.txt SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 1)(1) PRIMEDIA Inc. - ------------------------------------------------------------------------------ (Name of Issuer) Common Stock, par value $.01 per share - ------------------------------------------------------------------------------ (Title of Class of Securities) 74157K101 - ------------------------------------------------------------------------------ (CUSIP Number) MA Associates, L.P., FP Associates, L.P., Magazine Associates, L.P., Publishing Associates, L.P., Channel One Associates, L.P., KKR Partners II, L.P., KKR Associates, L.P., KKR 1996 Fund L.P., KKR Associates 1996 L.P. and KKR 1996 GP LLC c/o Kohlberg Kravis Roberts & Co. L.P. 9 West 57th Street, New York, N.Y. 10019 (212) 750-8300 - ------------------------------------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 24, 2001 - ------------------------------------------------------------------------------ (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box |_|. (1) The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Page 1 of 31 Pages) CUSIP No.74157K101 13D Page 2 of 31 Pages ________________________________________________________________________________ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) MA ASSOCIATES, L.P. ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [_] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS* ________________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ________________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF 33,814,640 SHARES _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING 33,814,640 PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH 0 ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 33,814,640 ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.54%** ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON* PN ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No.74157K101 13D Page 3 of 31 Pages **Based on 217,564,802 shares of Issuer Common Stock outstanding on July 31, 2001. CUSIP No.74157K101 13D Page 4 of 31 Pages ________________________________________________________________________________ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) FP ASSOCIATES, L.P. ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [_] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS* ________________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ________________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF 15,200,000 SHARES _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING 15,200,000 PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH 0 ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,200,000 ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.99%** ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON PN* ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No.74157K101 13D Page 5 of 31 Pages **Based on 217,564,802 shares of Issuer Common Stock outstanding on July 31, 2001. CUSIP No.74157K101 13D Page 6 of 31 Pages ________________________________________________________________________________ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) MAGAZINE ASSOCIATES, L.P. ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [_] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS* ________________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ________________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF 34,524,000 SHARES _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING 34,524,000 PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH 0 ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 34,524,000 ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.87%** ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON* PN ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No.74157K101 13D Page 7 of 31 Pages **Based on 217,564,802 shares of Issuer Common Stock outstanding on July 31, 2001. CUSIP No.74157K101 13D Page 8 of 31 Pages ________________________________________________________________________________ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) PUBLISHING ASSOCIATES, L.P. ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [_] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS* ________________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ________________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF 9,375,000 SHARES _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING 9,375,000 PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH 0 ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,375,000 ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.31%** ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON* PN ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No.74157K101 13D Page 9 of 31 Pages **Based on 217,564,802 shares of Issuer Common Stock outstanding on July 31, 2001. CUSIP No.74157K101 13D Page 10 of 31 Pages ________________________________________________________________________________ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) CHANNEL ONE ASSOCIATES, L.P. ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [_] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS* ________________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ________________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF 12,500,000 SHARES _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING 12,500,000 PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH 0 ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,500,000 ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.75%** ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON* PN ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No.74157K101 13D Page 11 of 31 Pages **Based on 217,564,802 shares of Issuer Common Stock outstanding on July 31, 2001. CUSIP No.74157K101 13D Page 12 of 31 Pages ________________________________________________________________________________ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) KKR PARTNERS II, L.P. ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [_] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS* ________________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ________________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF 1,472,625 SHARES _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING 1,472,625 PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH 0 ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,472,625 ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .68%** ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON* PN ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No.74157K101 13D Page 13 of 31 Pages **Based on 217,564,802 shares of Issuer Common Stock outstanding on July 31, 2001. CUSIP No.74157K101 13D Page 14 of 31 Pages ________________________________________________________________________________ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) KKR ASSOCIATES, L.P. ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [_] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS* ________________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York ________________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF 0 SHARES _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY 177,803,447 OWNED BY _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH 177,803,447 ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 177,803,447 ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 66.87%** ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON* PN ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No.74157K101 13D Page 15 of 31 Pages **Based on (1) 217,564,802 shares of Issuer Common Stock outstanding on July 31, 2001, (2) 10,800,000 shares of Issuer Common Stock purchased by KKR 1996 Fund L.P. on August 24, 2001 pursuant to the Series K Preferred Stock and Common Stock Securities Purchase Agreement (as defined below), (3) preferred stock automatically convertible into 15,795,745 shares of Issuer Common Stock pursuant to the Series K Preferred Stock and Common Stock Securities Purchase Agreement (as defined below), (4) a warrant to purchase 2,620,000 shares of Issuer Common Stock pursuant to the Series J Preferred Securities Purchase Agreement (as defined below), (5) preferred stock convertible into 17,857,143 shares of Issuer Common Stock pursuant to the Series J Preferred Securities Purchase Agreement (as defined below) and (6) a warrant to purchase 1,250,000 shares of Issuer Common Stock pursuant to the Commitment Letter (as defined below). CUSIP No.74157K101 13D Page 16 of 31 Pages ________________________________________________________________________________ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) KKR 1996 FUND L.P. ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [_] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS* OO (see item 3) ________________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ________________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF 70,917,182 SHARES _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING 70,917,182 PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH 0 ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 70,917,182 ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 26.67%** ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON* PN ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No.74157K101 13D Page 17 of 31 Pages **Based on (1) 217,564,802 shares of Issuer Common Stock outstanding on July 31, 2001, (2) 10,800,000 shares of Issuer Common Stock purchased by KKR 1996 Fund L.P. on August 24, 2001 pursuant to the Series K Preferred Stock and Common Stock Securities Purchase Agreement (as defined below), (3) preferred stock automatically convertible into 15,795,745 shares of Issuer Common Stock pursuant to the Series K Preferred Stock and Common Stock Securities Purchase Agreement (as defined below), (4) a warrant to purchase 2,620,000 shares of Issuer Common Stock pursuant to the Series J Preferred Securities Purchase Agreement (as defined below), (5) preferred stock convertible into 17,857,143 shares of Issuer Common Stock pursuant to the Series J Preferred Securities Purchase Agreement (as defined below) and (6) a warrant to purchase 1,250,000 shares of Issuer Common Stock pursuant to the Commitment Letter (as defined below). CUSIP No.74157K101 13D Page 18 of 31 Pages ________________________________________________________________________________ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) KKR ASSOCIATES 1996 L.P. ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [_] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS* OO (see item 3) ________________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ________________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF 70,917,182 SHARES _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING 70,917,182 PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH 0 ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 70,917,182 ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 26.67%** ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON* PN ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No.74157K101 13D Page 19 of 31 Pages **Based on (1) 217,564,802 shares of Issuer Common Stock outstanding on July 31, 2001, (2) 10,800,000 shares of Issuer Common Stock purchased by KKR 1996 Fund L.P. on August 24, 2001 pursuant to the Series K Preferred Stock and Common Stock Securities Purchase Agreement (as defined below), (3) preferred stock automatically convertible into 15,795,745 shares of Issuer Common Stock pursuant to the Series K Preferred Stock and Common Stock Securities Purchase Agreement (as defined below), (4) a warrant to purchase 2,620,000 shares of Issuer Common Stock pursuant to the Series J Preferred Securities Purchase Agreement (as defined below), (5) preferred stock convertible into 17,857,143 shares of Issuer Common Stock pursuant to the Series J Preferred Securities Purchase Agreement (as defined below) and (6) a warrant to purchase 1,250,000 shares of Issuer Common Stock pursuant to the Commitment Letter (as defined below). CUSIP No.74157K101 13D Page 20 of 31 Pages ________________________________________________________________________________ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) KKR 1996 GP LLC ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [_] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS* OO (see item 3) ________________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ________________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF 0 SHARES _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY 177,803,447 OWNED BY _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH 177,803,447 ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 177,803,447 ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 66.87%** ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON* OO ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No.74157K101 13D Page 21 of 31 Pages **Based on (1) 217,564,802 shares of Issuer Common Stock outstanding on July 31, 2001, (2) 10,800,000 shares of Issuer Common Stock purchased by KKR 1996 Fund L.P. on August 24, 2001 pursuant to the Series K Preferred Stock and Common Stock Securities Purchase Agreement (as defined below), (3) preferred stock automatically convertible into 15,795,745 shares of Issuer Common Stock pursuant to the Series K Preferred Stock and Common Stock Securities Purchase Agreement (as defined below), (4) a warrant to purchase 2,620,000 shares of Issuer Common Stock pursuant to the Series J Preferred Securities Purchase Agreement (as defined below), (5) preferred stock convertible into 17,857,143 shares of Issuer Common Stock pursuant to the Series J Preferred Securities Purchase Agreement (as defined below) and (6) a warrant to purchase 1,250,000 shares of Issuer Common Stock pursuant to the Commitment Letter (as defined below). Page 22 of 31 Pages Item 1. Security and Issuer. This statement relates to shares of common stock, $.01 par value per share, of PRIMEDIA Inc. ("Issuer's Common Stock"), a Delaware corporation (the "Issuer"). The principal executive offices of the Issuer are located at 745 Fifth Avenue, New York, New York 10151. Item 2. Identity and Background. This statement is being filed jointly by 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"), Publishing Associates, L.P., a Delaware limited partnership ("Publishing Associates"), Channel One Associates, L.P., a Delaware limited partnership ("Channel One Associates"), KKR Partners II, L.P., a Delaware limited partnership ("Partners"), KKR Associates, L.P., a New York limited partnership ("KKR Associates"), which is the sole general partner of MA Associates, FP Associates, Magazine Associates, Publishing Associates, Channel One Associates and Partners, KKR 1996 Fund L.P., a Delaware limited partnership ("KKR 1996 Fund"), KKR Associates 1996 L.P., a Delaware limited partnership, which is the sole general partner of KKR 1996 Fund ("KKR Associates 1996"), and KKR 1996 GP LLC, a Delaware limited liability company which is the sole general partner of KKR Associates 1996 ("KKR 1996 LLC") (MA Associates, FP Associates, Magazine Associates, Publishing Associates, Channel One Associates, Partners, KKR Associates, KKR 1996 Fund, KKR Associates 1996 and KKR 1996 LLC, collectively, the "Reporting Persons"). Capitalized terms used herein without definition have meanings ascribed to such terms in Schedule 13D. The Reporting Persons previously reported their beneficial ownership in a statement on Schedule 13D filed March 19, 1998 and this Statement constitutes amendment number 1 to such prior statement. Each of MA Associates, FP Associates, Magazine Associates, Publishing Associates, Channel One Associates and Partners is principally engaged in the business of investing in securities. The sole general partner of MA Associates, FP Associates, Magazine Associates, Publishing Associates, Channel One Associates and Partners is KKR Associates. KKR Associates is principally engaged in the business of investing through partnerships in other companies. KKR 1996 Fund is principally engaged in the business of investing in other companies. Each of KKR Associates 1996 and KKR 1996 LLC is principally engaged in the business of investing through partnerships in other companies. The address of the principal business and office of each of the Reporting Persons is 9 West 57th Street, New York, New York 10019. Page 23 of 31 Pages Messrs. Henry R. Kravis and George R. Roberts are the managing members of KKR 1996 LLC and are also the members of the Executive Committee of KKR Associates. The other members of KKR 1996 LLC are Messrs. Robert I. MacDonnell, Paul E. Raether, Michael W. Michelson, James H. Greene, Jr., Michael T. Tokarz, Perry Golkin, Scott M. Stuart, Edward A. Gilhuly, Todd Fisher, Johannes Huth, Alexander Navab and Neil Richardson. Messrs. Kravis, Roberts, MacDonnell, Raether, Michelson, Greene, Tokarz, Golkin, Stuart and Gilhuly are also general partners of KKR Associates. Messrs. Kravis, Roberts, MacDonnell, Raether, Michelson, Greene, Tokarz, Golkin, Stuart, Gilhuly, Fisher and Navab are each United States citizens, Mr. Huth is a German citizen and Mr. Richardson is an English citizen, and the present principal occupation or employment of each is as a managing member or member of KKR & Co. L.L.C., which is the general partner of Kohlberg Kravis Roberts & Co. L.P. ("KKR"), a private investment firm, the addresses of which are 9 West 57th Street, New York, New York 10019, 2800 Sand Hill Road, Suite 200, Menlo Park, California 94025 and Sterling Square, 7 Carlton Garden, London SW1Y5AD. The business address of each of Messrs. Kravis, Raether, Golkin, Tokarz, Stuart and Navab is 9 West 57th Street, New York, New York 10019; the business address of each of Messrs. Roberts, MacDonnell, Michelson and Greene is 280 Sand Hill Road, Suite 200, Menlo Park, California 94025; the business address of each of Messrs. Gilhuly, Fisher, Huth and Richardson is Sterling Square, 7 Carlton Garden, London SW1Y5AD. During the last five years, none of the Reporting Persons nor, to the best knowledge of the Reporting Persons, any of the other persons named in this Item 2: (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. As more fully described in Item 4 hereof, the funds used by KKR 1996 Fund in connection with the transactions described herein were provided from general funds available to KKR 1996 Fund. Item 4. Purpose of the Transaction. Pursuant to the Securities Purchase Agreement, dated as of August 24, 2001, between KKR 1996 Fund and the Issuer (the "Series K Preferred Stock and Common Stock Securities Purchase Agreement"), on August 24, 2001, KKR 1996 Fund purchased 15,795,745 shares of Series K preferred stock that will, after the satisfaction of certain conditions, automatically convert into 15,795,745 shares, subject to adjustment, of the Issuer's Common Stock at a conversion price of $4.70 per share and 10,800,000 shares of the Issuer's Common Stock for $4.70 per share, for an aggregate purchase price of $125,000,000. Pursuant to the Securities Purchase Agreement, dated as of August 24, 2001, between KKR 1996 Fund and the Issuer (the "Series J Preferred Securities Purchase Agreement"), on August 24, 2001, KKR 1996 Fund purchased 1,000,000 shares of Series J Page 24 of 31 Pages preferred stock convertible into 17,857,143 shares, subject to adjustment, of the Issuer's Common Stock, at a conversion price of $7 per share, for an aggregate purchase price of $125,000,000, and received a warrant to purchase an aggregate of 2,620,000 shares, subject to adjustment, of the Issuer's Common Stock, at an exercise price of $7 per share. Pursuant to the Commitment Letter, dated as of July 1, 2001 between KKR 1996 Fund and the Issuer (the "Commitment Letter" and together with the Series K Preferred Stock and Common Stock Securities Purchase Agreement and the Series J Preferred Securities Purchase Agreement, the "Securities Purchase Agreements"), the Issuer issued to KKR 1996 Fund a warrant to purchase an aggregate of 1,250,000 shares, subject to adjustment, of the Issuer's Common Stock, at an exercise price of $7 per share. Concurrently with the execution and delivery of the Securities Purchase Agreements, the Issuer and the Reporting Persons (excluding KKR Associates, KKR Associates 1996 and KKR 1996 LLC) (collectively, the "Stockholders") entered into a second amended and restated registration rights agreement, dated as of August 24, 2001 (the "Registration Rights Agreement"), which amended and restated the registration rights agreement dated as of February 5, 1998 among the Issuer and the Stockholders. Pursuant to the Registration Rights Agreement, Stockholders holding at least 15% of the Registrable Securities (as defined below) have the right to require the Issuer to file a registration statement under the Securities Act, covering the registration of any and all of the shares of the Issuer's Common Stock issued or issuable to the Stockholders and any other shares of the Issuer's Common Stock issued or distributed in respect thereof (the "Registrable Securities"). The Stockholders are entitled to an unlimited number of "demand" registration rights under the Registration Rights Agreement, provided that the Issuer has agreed to pay all registration expenses (which exclude underwriting discounts and commissions) ("Registration Expenses") only in connection with the first twenty demand registrations. All expenses for any subsequent registrations are required to be paid pro rata by the Issuer and all other Stockholders participating in such registration. The Stockholders also have unlimited "piggyback" rights, with respect to registrations made by the Issuer, including registrations made on behalf of other stockholders of the Issuer. All Registration Expenses in connection with any "piggyback" registration are required to be paid by the Issuer. The Stockholders' demand and piggyback registration rights are subject to customary restrictions and limitations. In connection with any registration statement filed pursuant to the Registration Rights Agreement, the Issuer and the Stockholders have agreed to indemnify each other against certain liabilities, including certain liabilities under the Securities Act. The registration rights with respect to the Registrable Securities shall be for the benefit of and enforceable by any subsequent holder of any Registrable Security. Pursuant to the Registration Rights Agreement, the Stockholders have agreed not to sell shares of any equity securities of the Issuer within 7 days before or 90 days after the effective date of such registration in connection with any underwritten public offering. Page 25 of 31 Pages The preceding summary of certain provisions of the Securities Purchase Agreements and the Registration Rights Agreement is not intended to be complete and is qualified in its entirety by reference to the full text of such agreements, copies of which are filed as Exhibits 1, 2, 3 and 4 hereto, and which are incorporated herein by reference. Messrs. Kravis, Roberts, Tokarz and Golkin are directors of the Issuer. The Reporting Persons intend to review on a continuing basis their investment in the Issuer. Subject to the limitations described above, the Reporting Persons may decide to increase or decrease their investment in the Issuer depending upon the price and availability of the Issuer's securities, subsequent developments affecting the Issuer, the Issuer's business and prospects, other investment and business opportunities available to the Reporting Persons, general stock market and economic conditions, tax considerations and other factors. Other than as described above, none of the Reporting Persons has any plans or proposals that relate to, or would result in, any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D (although they reserve the right to develop such plans). Item 5. Interest in Securities of the Issuer. (a) and (b) As of August 24, 2001, MA Associates, FP Associates, Magazine Associates, Publishing Associates, Channel One Associates and Partners were the owners of 33,814,640, 15,200,000, 34,524,000, 9,375,000, 12,500,000 and 1,472,625 shares, respectively, of the Issuer's Common Stock, representing 15.54%, 6.99%, 15.87%, 4.31%, 5.75% and .68%, respectively, of the outstanding shares of the Issuer's Common Stock (based on the number of shares of the Issuer's Common Stock outstanding as of July 13, 2001). Each of the MA Associates, FP Associates, Magazine Associates, Publishing Associates, Channel One Associates and Partners has the sole power to dispose of or to direct disposition of the shares of the Issuer's Common Stock that it owns. As of August 24, 2001, KKR 1996 Fund was the owner of 70,917,182 shares of the Issuer's Common Stock, representing 26.67% of the outstanding shares of the Issuer's Common Stock (based on (1) 217,564,802 shares of the Issuer's Common Stock outstanding on July 31, 2001, (2) 22,594,294 shares of the Issuer's Common Stock acquired prior to August 24, 2001, (3) 10,800,000 shares of the Issuer's Common Stock purchased by KKR 1996 Fund L.P. on August 24, 2001 pursuant to the Series K Preferred Stock and Common Stock Securities Purchase Agreement, (4) preferred stock automatically convertible into 15,795,745 shares of the Issuer's Common Stock pursuant to the Series K Preferred Stock and Common Stock Securities Purchase Agreement, (5) a warrant to purchase 2,620,000 shares of the Issuer's Common Stock pursuant to the Series J Preferred Securities Purchase Agreement, (6) preferred stock convertible into 17,857,143 shares of the Issuer's Common Stock pursuant to the Series J Preferred Securities Purchase Agreement and (7) a warrant to purchase 1,250,000 shares of the Issuer's Common Stock pursuant to the Commitment Letter). KKR 1996 Fund has the sole power to dispose of or to direct the disposition of the shares of the Issuer's Common Stock that it owns. Page 26 of 31 Pages KKR Associates has the power to direct the voting of and disposition of any shares of the Issuer's Common Stock deemed to be beneficially owned by MA Associates, FP Associates, Magazine Associates, Publishing Associates, Channel One Associates and Partners. As a result, KKR Associates may be deemed to beneficially own any shares of the Issuer's Common Stock deemed to be beneficially owned by MA Associates, FP Associates, Magazine Associates, Publishing Associates, Channel One Associates and Partners. Each of Messrs. Kravis, Roberts, MacDonnell, Raether, Michelson, Greene, Tokarz, Golkin, Stuart and Gilhuly are general partners of KKR Associates, and each of Messrs. Kravis and Roberts are also the members of the Executive Committee of KKR Associates. As a result, each of the general partners of KKR Associates may be deemed to beneficially own any shares of Issuer Common Stock that KKR Associates may own or be deemed to beneficially own. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any Reporting Person or other person described in Item 2 is the beneficial owner of the Issuer Common Stock referred to in this paragraph for purposes of Section 13(d) of the Exchange Act or for any other purpose, and such beneficial ownership is expressly disclaimed. KKR Associates 1996 has the power to direct the voting of and disposition of any shares of the Issuer's Common Stock beneficially owned by KKR 1996 Fund. As a result, KKR Associates 1996 may be deemed to beneficially own any shares of the Issuer's Common Stock beneficially owned by KKR 1996 Fund. KKR 1996 LLC, as the sole general partner of KKR Associates 1996, has the power to direct the voting of and disposition of any shares of the Issuer's Common Stock deemed to be beneficially owned by KKR Associates 1996. As a result, KKR 1996 LLC may be deemed to beneficially own any shares of the Issuer's Common Stock deemed to be beneficially owned by KKR Associates 1996. Messrs. Kravis and Roberts, as the managing members of KKR 1996 LLC, and each of Messrs. MacDonnell, Raether, Michelson, Greene, Tokarz, Golkin, Stuart, Gilhuly, Fisher, Huth, Navab and Richardson, as the other members of KKR 1996 LLC, may be deemed to beneficially own any shares of the Issuer's Common Stock that KKR 1996 LLC may be deemed to beneficially own. Each such individual disclaims beneficial ownership of such shares. The Reporting Persons may be deemed to be a group in relation to their respective investments in the Issuer. Messrs. Tokarz and Golkin are the beneficial owners of 5,000 and 3,000 shares, respectively, of the Issuer's Common Stock. Messrs. Golkin and Tokarz each have sole power to dispose of or direct the disposition of their respective shares of the Issuer's Common Stock. (c) Except as set forth in Item 4 and this Item 5, to the best knowledge of each of the Reporting Persons, none of the Reporting Persons and no other person described in Item 2 hereof has beneficial ownership of, or has engaged in any transaction during the past 60 days in, any shares of the Issuer's Common Stock. (d) Except as set forth in this Item 5, to the best knowledge of the Reporting Persons, no other person has the right to receive dividends from, or the proceeds from the sale of, the shares of the Issuer's Common Stock referred to in this Item 5. (e) Not applicable. Page 27 of 31 Pages Item 6. Contracts, Arrangements or Understandings with Respect to Securities of the Issuer. Except as set forth in this Statement, to the best knowledge of the Reporting Persons, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer, including but not limited to, transfer or voting of any of the securities of the Issuer, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, or a pledge or contingency the occurrence of which would give another person voting power over the securities of the Issuer. Page 28 of 31 Pages Item 7. Material to be Filed as Exhibits. 1. Securities Purchase Agreement, dated as of August 24, 2001, between PRIMEDIA Inc. and KKR 1996 Fund L.P. 2. Securities Purchase Agreement, dated as of August 24, 2001 between PRIMEDIA Inc. and KKR 1996 Fund L.P. 3. Commitment Letter, dated as of July 1, 2001 between PRIMEDIA Inc. and KKR 1996 Fund L.P. 4. Second Amended and Restated Registration Rights Agreement, dated as of August 24, 2001, among PRIMEDIA Inc., KKR 1996 Fund L.P., Publishing Associates, L.P., MA Associates, L.P., FP Associates, L.P., Magazine Associates, L.P., KKR Partners II, L.P., and Channel One Associates, L.P. Page 29 of 31 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct. MA ASSOCIATES, L.P. By: KKR ASSOCIATES, L.P. Its General Partner By: /s/ Michael Tokarz ----------------------- A General Partner FP ASSOCIATES, L.P. By: KKR ASSOCIATES, L.P. Its General Partner By: /s/ Michael Tokarz ----------------------- A General Partner MAGAZINE ASSOCIATES, L.P. By: KKR ASSOCIATES, L.P. Its General Partner By: /s/ Michael Tokarz ----------------------- A General Partner PUBLISHING ASSOCIATES, L.P. By: KKR ASSOCIATES, L.P. Its General Partner By: /s/ Michael Tokarz ----------------------- A General Partner CHANNEL ONE ASSOCIATES, L.P. By: KKR ASSOCIATES, L.P. Its General Partner By: /s/ Michael Tokarz ----------------------- A General Partner Dated August 27, 2001 Page 30 of 31 Pages KKR PARTNERS II, L.P. By: KKR ASSOCIATES L.P. Its General Partner By: /s/ Michael Tokarz ----------------------- A General Partner KKR ASSOCIATES, L.P. By: /s/ Michael Tokarz ----------------------- A General Partner KKR 1996 FUND L.P. By: KKR ASSOCIATES 1996 L.P. Its General Partner By: KKR 1996 GP LLC Its General Partner By: /s/ Michael Tokarz ----------------------- A Member KKR ASSOCIATES 1996 L.P. By: KKR 1996 GP LLC Its General Partner By: /s/ Michael Tokarz ----------------------- A Member KKR 1996 GP LLC By: /s/ Michael Tokarz ----------------------- A Member Dated August 27, 2001 Page 31 of 31 Pages INDEX TO EXHIBITS 1. Securities Purchase Agreement, dated as of August 24, 2001, between PRIMEDIA Inc. and KKR 1996 Fund L.P. 2. Securities Purchase Agreement, dated as of August 24, 2001 between PRIMEDIA Inc. and KKR 1996 Fund L.P. 3. Commitment Letter, dated as of July 1, 2001 between PRIMEDIA Inc. and KKR 1996 Fund L.P. 4. Second Amended and Restated Registration Rights Agreement, dated as of August 24, 2001, among PRIMEDIA Inc., KKR 1996 Fund L.P., Publishing Associates, L.P., MA Associates, L.P., FP Associates, L.P., Magazine Associates, L.P., KKR Partners II, L.P., and Channel One Associates, L.P. EX-1 3 exhibit1.txt SECURITY PURCHASE AGREEMENT EXHIBIT 1 SECURITIES PURCHASE AGREEMENT [Common] SECURITIES PURCHASE AGREEMENT dated as of August 24, 2001 between PRIMEDIA Inc., a Delaware corporation ("PRIMEDIA") and KKR 1996 Fund L.P., a Delaware limited partnership (the "Purchaser"). I. STOCK SALE TO THE PURCHASER 1.1 Purchase of Common Stock and Series K Convertible Preferred Stock. Subject to all of the terms and conditions of this Agreement, the Purchaser hereby agrees to purchase from PRIMEDIA, and PRIMEDIA agrees to sell to the Purchaser, 10,800,000 shares of PRIMEDIA common stock, par value $.01 per share (the "Common Stock") for $4.70 per share, for an aggregate purchase price of $50,760,000 (the "Common Stock Purchase Price") and 15,795,744.70 shares of Series K Convertible Preferred Stock (the "Series K Preferred Stock," and together with the Common Stock, the "Purchaser Shares"), convertible into 15,795,744.70 shares of Common Stock at an exercise price of $4.70 per share for an aggregate purchase price of $74,240,000 (the "Series K Purchase Price" and together with the Common Stock Purchase Price, the "Purchase Price"). The closing of the purchases (the "Closing") will take place at the offices of Simpson Thacher & Bartlett, 425 Lexington Avenue, New York, New York 10017, on August 24, 2001. At the Closing, the Purchaser will pay to PRIMEDIA the Purchase Price, in immediately available funds, against its receipt of duly executed stock certificates, representing the Purchaser Shares, registered in the name of the Purchaser on the books of PRIMEDIA. 1.2 Management Rights. After the Closing and for so long as the Purchaser owns any equity or debt securities of PRIMEDIA, the Purchaser shall have the right to elect at least one member of the Board of Directors to PRIMEDIA. The Purchaser shall also have at all times after the closing the right to (i) inspect and copy books and records of PRIMEDIA; (ii) visit and inspect the PRIMEDIA properties; (iii) receive financial statements, operating reports and budgets of PRIMEDIA; (iv) receive materials sent to the PRIMEDIA Board of Directors; and (v) consult with and provide non-binding advice to PRIMEDIA management on significant corporate actions. II. PURCHASER'S REPRESENTATIONS, WARRANTIES AND AGREEMENTS 2.1 Investment Intention. The Purchaser represents and warrants that it is purchasing the Purchaser Shares solely for its own account for the purpose of investment and not with a view to or for sale in connection with any distribution of any thereof. The Purchaser agrees that it will not, directly or indirectly, offer, transfer, sell, pledge, hypothecate or otherwise dispose of any of the Securities, as defined below (or solicit any offers to buy, purchase, or otherwise acquire or take a pledge of any of the Securities), except in compliance with the Securities Act of 1933, as amended (the "Act"), and the rules and regulations thereunder. 2.2 Legends. The certificate (or certificates) representing the Purchaser Shares and the common stock into which the Series K Preferred Stock is convertible (collectively, the 2 "Securities") shall bear the following legend (until such time as subsequent transfers thereof are no longer restricted in accordance with the Act): "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, EXCHANGED, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF OR ENCUMBERED WITHOUT COMPLIANCE WITH THE PROVISIONS OF, AND ARE OTHERWISE RESTRICTED BY THE PROVISIONS OF, THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS THEREUNDER." 2.3 Federal Securities Laws Matters. The Purchaser represents that it is familiar with Release No. 5226 issued by the Securities and Exchange Commission (the "SEC") under the Act, it has consulted with its counsel with regard thereto, and it is fully aware of the position of the SEC limiting the resale to the public of any of the Securities. 2.4 Compliance with Rule 144. If any of the Securities are disposed of in accordance with Rule 144 under the Act, the Purchaser shall deliver to PRIMEDIA at or prior to the time of such disposition an executed copy of Form 144 (if required by Rule 144) and such other documentation as PRIMEDIA may reasonably require in connection with such sale. 2.5 Ability to Bear Risk. The Purchaser represents and warrants that (a) the financial situation of the Purchaser is such that it can afford to bear the economic risk of holding the unregistered Securities for an indefinite period and (b) it can afford to suffer the complete loss of its investment in the Securities. 2.6 Access to Information; Evaluation of Risks. The Purchaser represents and warrants that (a) it understands and has taken cognizance of all the risk factors related to the purchase of the Securities, (b) it has received and carefully reviewed information regarding the business of PRIMEDIA and has been granted the opportunity to ask questions of, and receive answers from, representatives of PRIMEDIA concerning the terms and conditions of the purchase of the Securities and to obtain any additional information which it deems necessary to verify the accuracy or completeness of the information furnished to it and (c) its knowledge and experience in financial and business matters is such that it is capable of evaluating the risks of the investment in the Securities. III. RULE 144 PRIMEDIA agrees that it will use its best efforts to file in a timely manner all reports required to be filed by it pursuant to the Securities Exchange Act of 1934, as amended, and, upon request of the Purchaser or a transferee of the Securities, will furnish the Purchaser with such information as may be necessary to enable the Purchaser to effect routine sales pursuant to Rule 144 under the Act. 3 IV. REGISTRATION RIGHTS The Purchaser will have such rights to have the Common Stock and the common stock into which the Series K Preferred Stock is converted registered under the Act as is provided initially under the Registration Rights Agreement, dated as of August 24, 2001, among PRIMEDIA, the Purchaser and certain other parties listed therein, and thereafter, as is provided in the Second Amended and Restated Registration Rights Agreement, dated as of August 24, 2001, among PRIMEDIA, the Purchaser and other holders or purchasers of shares of common stock of PRIMEDIA. V. MISCELLANEOUS 5.1 Notices. All notices and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been given if delivered personally or sent by certified mail, return receipt requested, postage prepaid, to the parties to this Agreement at the following addresses or to such other address as either party to this Agreement shall specify by notice to the other: if to PRIMEDIA, to it at: PRIMEDIA Inc. 745 Fifth Avenue New York, NY 10151 Attention: Beverly Chell, Esq. With a copy to: Simpson Thacher & Bartlett 425 Lexington Avenue New York, NY 10017 Attention: Gary I. Horowitz, Esq. if to the Purchaser, to it at: KKR 1996 Fund L.P. c/o Kohlberg Kravis Roberts & Co. 9 West 57th Street New York, NY 10019 Attention: Perry Golkin With a copy to: Latham & Watkins 885 Third Avenue New York, NY 10022 Attention: Scott Bowie, Esq. 4 All such notices and communications shall be deemed to have been received on the date of delivery or on the third business day after the mailing thereof. 5.2 Binding Effect; Benefits. This Agreement shall be binding upon and inure to the benefit of the parties to this Agreement and their respective successors and assigns. Except as provided in Article V, nothing in this Agreement, express or implied, is intended or shall be construed to give any person other than the parties to this Agreement or their respective successors or assigns any legal or equitable right, remedy or claim under or in respect of any agreement or any provision contained herein. 5.3 Waiver. Either party hereto may by written notice to the other (a) extend the time for the performance of any of the obligations or other actions of the other under this Agreement; (b) waive compliance with any of the conditions or covenants of the other contained in this Agreement; and (c) waive or modify performance of any of the obligations of the other under this Agreement. Except as provided in the preceding sentence, no action taken pursuant to this Agreement, including, without limitation, any investigation by or on behalf of any party, shall be deemed to constitute a waiver by the party taking such action of compliance with any representations, warranties, covenants or agreements contained herein. The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any preceding or succeeding breach and no failure by any party to exercise any right or privilege hereunder shall be deemed a waiver of such party's rights or privileges hereunder or shall be deemed a waiver of such party's rights to exercise the same at any subsequent time or times hereunder. 5.4 Amendment. This Agreement may be amended, modified or supplemented only by a written instrument executed by the Purchaser and PRIMEDIA. 5.5 Assignability. Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by PRIMEDIA without the prior written consent of the Purchaser. The Purchaser may assign its rights and delegate its responsibilities hereunder to an affiliate and any such delegation shall relieve the Purchaser of its obligations hereunder. 5.6 Expenses. PRIMEDIA agrees that, whether or not the transactions contemplated by this Agreement are consummated, PRIMEDIA will pay or cause to be paid all costs and expenses arising in connection with the preparation, execution, administration and enforcement of, and the preservation of rights under, this Agreement, including, without limitation: (a) all taxes (other than taxes based on income), fees or other charges which may be payable in connection with the sale or purchase of the Purchaser Shares pursuant to this Agreement; (b) all expenses incurred by the Purchaser in connection with the maintenance of its books and records, preparation of tax returns and delivery of tax information to its partners; and 5 (c) all reasonable travel and other out-of-pocket expenses of the general partner of the Purchaser incurred in connection with the Purchaser's ownership of the Purchaser Shares. In addition, after consummation of the transactions contemplated by this Agreement and so long as the Purchaser owns any shares of common stock acquired pursuant to this Agreement, PRIMEDIA will reimburse the Purchaser or the general partner of the Purchaser for all costs incurred in transmitting information regarding PRIMEDIA to the limited partners of the Purchaser or in distributing dividends or other distributions received from PRIMEDIA to the limited partners of the Purchaser. 5.7 Indemnification. Whether or not the transactions contemplated hereby are consummated, PRIMEDIA agrees to indemnify and hold harmless the Purchaser, its limited and general partners and its affiliates (and the partners, members, directors, officers, affiliates and controlling persons of each of the foregoing) (each a "Purchaser Indemnitee") from and against any liabilities, obligations, losses, damages, deficiencies, obligations, fines and assessments, penalties, actions, judgments, suits, claims, costs, injuries, demands, proceedings, investigations, arbitrations (including shareholder claims, actions, injuries, demands, suits, judgments, proceedings, investigations or arbitrations) and disbursements, including, without limitation, accountant's and attorney's fees and expenses incurred by a Purchaser Indemnitee before or after the date of this Agreement and arising out of, resulting from, or relating to (i) the operations of PRIMEDIA, (ii) Purchaser's purchase and/or ownership of the Securities or (iii) any litigation to which a Purchaser Indemnitee is made a party in its capacity as a shareholder or owner (or a partner, member, director, officer, affiliate or controlling person of a shareholder or owner) of securities of PRIMEDIA. 5.8 Limited Liability of Partners, Members. Notwithstanding any other provision of this Agreement, neither the general partner, the limited partners or members nor any future general partner, limited partner or member of the Purchaser shall have any personal liability for performance of any obligation of the Purchaser under this Agreement in excess of the respective capital contribution of such general partner, limited partners and members to the Purchaser. 5.9 Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of New York. 5.10 Section and Other Headings. The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement. 5.11 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument. 6 IN WITNESS WHEREOF, PRIMEDIA and the Purchaser have executed this Agreement as of the day and year first above written. PRIMEDIA, INC. By: /s/ Beverly Chell Name: Beverly Chell Title: Vice-Chairman and Secretary KKR 1996 FUND L.P. By: KKR Associates 1996 L.P. Its General Partner By: KKR 1996 GP LLC By: /s/ Michael Tokarz A Member EX-2 4 exhibit2.txt SECURITIES PURCHASE AGREEMENT EXHIBIT 2 [Preferred] SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT dated as of August 24, 2001 between PRIMEDIA Inc., a Delaware corporation ("PRIMEDIA"), and KKR 1996 Fund L.P., a Delaware limited partnership (the "Purchaser"). I. STOCK SALE 1.1 Purchase of Stock. Subject to all of the terms and conditions of this Agreement, the Purchaser hereby agrees to purchase from PRIMEDIA, and PRIMEDIA agrees to sell to the Purchaser, 1,000,000 shares of $125 Series J Convertible Exchangeable Preferred Stock, par value $.01 per share (the "Purchaser Preferred Shares"), for $125 per share, which are convertible into shares of PRIMEDIA common stock, par value $.01 per share (the "Common Shares"), at a conversion price of $7 per Common Share, and which are exchangeable into PRIMEDIA's 12.5% Class J Subordinated Notes (the "Purchaser Notes"), and the warrants referred to in Section 1.2 for an aggregate purchase price of $125,000,000 (the "Purchase Price"). The closing of the purchase will take place at the offices of Simpson Thacher & Bartlett, 425 Lexington Avenue, New York, New York 10017 (the "Closing"). At the Closing, the Purchaser will pay to PRIMEDIA the Purchase Price, in immediately available funds, against its receipt of a duly executed stock certificate, representing the Purchaser Preferred Shares, registered in the name of the Purchaser on the books of PRIMEDIA. 1.2 Preferred Warrants. PRIMEDIA shall issue to the Purchaser at the Closing a warrant to purchase 2,620,000 Common Shares at an exercise price of $7 per Common Share, subject to adjustment, which warrant shall be substantially in the form of Exhibit A hereto. In addition, if any shares of the Purchaser Preferred Shares are outstanding on any of the dates set forth below, PRIMEDIA shall issue to the Purchaser on such date a warrant to purchase the number of Common Shares set forth opposite such date at an exercise price of $7 per Common Share, which warrant shall be substantially in the form of Exhibit A hereto: Date Number of Shares ---- ---------------- Three Months from Closing 250,000 Six Months from Closing 1,000,000 Nine Months from Closing 1,250,000 First Anniversary of Closing 1,500,000 The Purchaser Preferred Shares, the Common Shares, the Purchaser Notes, and the warrants are hereinafter referred to collectively as the "Purchaser Securities". 1.3 Management Rights. After the Closing and for so long as the Purchaser owns any equity or debt securities of PRIMEDIA, the Purchaser shall have the right to elect at least one member of the Board of Directors to PRIMEDIA. The Purchaser shall also have at all times after the Closing the right to (i) inspect and copy books and records of PRIMEDIA; (ii) visit and inspect the PRIMEDIA properties; (iii) receive financial statements, operating reports and budgets of PRIMEDIA; (iv) receive materials sent to the PRIMEDIA Board of Directors; and (v) consult with and provide non-binding advice to PRIMEDIA management on significant corporate actions. 2 II. PURCHASER'S REPRESENTATIONS, WARRANTIES AND AGREEMENTS 2.1 Investment Intention. The Purchaser represents and warrants that it is purchasing the Purchaser Preferred Shares and the warrants solely for its own account for the purpose of investment and not with a view to or for sale in connection with any distribution of any thereof. The Purchaser agrees that it will not, directly or indirectly, offer, transfer, sell, pledge, hypothecate or otherwise dispose of any of the Purchaser Securities (or solicit any offers to buy, purchase, or otherwise acquire or take a pledge of any of the Purchaser Securities), except in compliance with the Securities Act of 1933, as amended (the "Act"), and the rules and regulations thereunder. 2.2 Purchaser Preferred Shares Legend. The certificate (or certificates) representing the Purchaser Preferred Shares shall bear the following legend (until such time as subsequent transfers thereof are no longer restricted in accordance with the Act): "THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, EXCHANGED, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF OR ENCUMBERED WITHOUT COMPLIANCE WITH THE PROVISIONS OF, AND ARE OTHERWISE RESTRICTED BY THE PROVISIONS OF, THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS THEREUNDER." 2.3 Common Shares Legend. The certificate (or certificates) representing the Common Shares (acquired by conversion of all or any part of the Purchaser Preferred Shares or exercise of the warrants) shall bear the following legend (until such time as subsequent transfers thereof are no longer restricted in accordance with the Act): "THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, EXCHANGED, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF OR ENCUMBERED WITHOUT COMPLIANCE WITH THE PROVISIONS OF, AND ARE OTHERWISE RESTRICTED BY THE PROVISIONS OF, THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS THEREUNDER [AND THE WARRANT. A COPY OF THE FORM OF SAID WARRANT IS ON FILE WITH THE SECRETARY OF PRIMEDIA INC.]" 3 2.4 Purchaser Notes Legend. The note or notes representing the Purchaser Notes shall bear the following legend (until such time as subsequent transfers thereof are no longer restricted in accordance with the Act): "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, EXCHANGED, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF OR ENCUMBERED WITHOUT COMPLIANCE WITH THE PROVISIONS OF, AND ARE OTHERWISE RESTRICTED BY THE PROVISIONS OF, THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS THEREUNDER." 2.5 Warrants Legend. The warrant or warrants shall bear the following legend (until such time as subsequent transfers thereof are no longer restricted in accordance with the Act): "NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, EXCHANGED, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF OR ENCUMBERED WITHOUT COMPLIANCE WITH THE PROVISIONS OF, AND ARE OTHERWISE RESTRICTED BY THE PROVISIONS OF, THE SECURITIES ACT OF 1933, AS AMENDED, THE RULES AND REGULATIONS THEREUNDER AND THIS WARRANT." 2.6 Federal Securities Laws Matters. The Purchaser represents that it is familiar with Release No. 5226 issued by the Securities and Exchange Commission (the "SEC") under the Act, it has consulted with its counsel with regard thereto, and it is fully aware of the position of the SEC limiting the resale to the public of any of the Purchaser Securities. 2.7 Compliance with Rule 144. If any of the Purchaser Securities are disposed of in accordance with Rule 144 under the Act, the Purchaser shall deliver to PRIMEDIA at or prior to the time of such disposition an executed copy of Form 144 (if required by Rule 144) and such other documentation as PRIMEDIA may reasonably require in connection with such sale. 2.8 Ability to Bear Risk. The Purchaser represents and warrants that (a) the financial situation of the Purchaser is such that it can afford to bear the economic risk of holding the unregistered Purchaser Securities for an indefinite period and (b) it can afford to suffer the complete loss of its investment in the Purchaser Securities. 4 2.9 Access to Information; Evaluation of Risks. The Purchaser represents and warrants that (a) it understands and has taken cognizance of all the risk factors related to the purchase of the Purchaser Securities, (b) it has received and carefully reviewed information regarding the business of PRIMEDIA and has been granted the opportunity to ask questions of, and receive answers from, representatives of PRIMEDIA concerning the terms and conditions of the purchase of the Purchaser Securities and to obtain any additional information which it deems necessary to verify the accuracy or completeness of the information furnished to it and (c) its knowledge and experience in financial and business matters is such that it is capable of evaluating the risks of the investment in the Purchaser Securities. III. RULE 144 PRIMEDIA agrees that it will use its best efforts to file in a timely manner all reports required to be filed by it pursuant to the Securities Exchange Act of 1934, as amended, and, upon request of the Purchaser or a transferee of Purchaser Securities, will furnish Purchaser with such information as may be necessary to enable the Purchaser to effect routine sales pursuant to Rule 144 under the Act. IV. REGISTRATION RIGHTS The Purchaser will have such rights to have the Common Shares registered under the Act as provided in the Second Amended and Restated Registration Rights Agreement, dated as of August 24, 2001, among the Purchaser, PRIMEDIA and other holders or purchasers of shares of Common Shares of PRIMEDIA on or after the date hereof. V. MISCELLANEOUS 5.1 Notices. All notices and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been given if delivered personally or sent by certified mail, return receipt requested, postage prepaid, to the parties to this Agreement at the following addresses or to such other address as either party to this Agreement shall specify by notice to the other: if to PRIMEDIA, to it at: PRIMEDIA Inc. 745 Fifth Avenue New York, NY 10151 Attention: Beverly Chell, Esq. With a copy to: Simpson Thacher & Bartlett 425 Lexington Avenue New York, NY 10017 Attention: Gary I. Horowitz, Esq. 5 if to the Purchaser, to it at: KKR 1996 Fund L.P. c/o Kohlberg Kravis Roberts & Co. 9 West 57th Street New York, NY 10019 Attention: Perry Golkin With a copy to: Latham & Watkins 885 Third Avenue New York, NY 10022 Attention: Scott Bowie, Esq. All such notices and communications shall be deemed to have been received on the date of delivery or on the third business day after the mailing thereof. 5.2 Binding Effect; Benefits. This Agreement shall be binding upon and inure to the benefit of the parties to this Agreement and their respective successors and assigns. Except as provided in Article V, nothing in this Agreement, express or implied, is intended or shall be construed to give any person other than the parties to this Agreement or their respective successors or assigns any legal or equitable right, remedy or claim under or in respect of any agreement or any provision contained herein. 5.3 Waiver. Either party hereto may by written notice to the other (a) extend the time for the performance of any of the obligations or other actions of the other under this Agreement; (b) waive compliance with any of the conditions or covenants of the other contained in this Agreement; and (c) waive or modify performance of any of the obligations of the other under this Agreement. Except as provided in the preceding sentence, no action taken pursuant to this Agreement, including, without limitation, any investigation by or on behalf of any party, shall be deemed to constitute a waiver by the party taking such action of compliance with any representations, warranties, covenants or agreements contained herein. The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any preceding or succeeding breach and no failure by any party to exercise any right or privilege hereunder shall be deemed a waiver of such party's rights or privileges hereunder or shall be deemed a waiver of such party's rights to exercise the same at any subsequent time or times hereunder. 5.4 Amendment. This Agreement may be amended, modified or supplemented only by a written instrument executed by the Purchaser and PRIMEDIA. 5.5 Assignability. Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by PRIMEDIA without the prior written consent of the Purchaser. The Purchaser may assign its rights and delegate its responsibilities hereunder to an affiliate and any such delegation shall relieve the Purchaser of its obligations hereunder. 6 5.6 Expenses. PRIMEDIA agrees that, whether or not the transactions contemplated by this Agreement are consummated, PRIMEDIA will pay or cause to be paid all costs and expenses arising in connection with the preparation, execution, administration and enforcement of, and the preservation of rights under, this Agreement, including, without limitation: (a) all taxes (other than taxes based on income), fees or other charges which may be payable in connection with the sale or purchase of the Purchaser Securities pursuant to this Agreement; (b) all expenses incurred by the Purchaser in connection with the maintenance of its books and records, preparation of tax returns and delivery of tax information to its partners; and (c) all reasonable travel and other out-of-pocket expenses of the general partner of the Purchaser incurred in connection with the Purchaser's ownership of the Purchaser Securities. In addition, after consummation of the transactions contemplated by this Agreement and so long as the Purchaser owns any of the Purchaser Securities acquired pursuant to this Agreement, PRIMEDIA will reimburse the Purchaser or the general partner of the Purchaser for all costs incurred in transmitting information regarding PRIMEDIA to the limited partners of the Purchaser or in distributing dividends or other distributions received from PRIMEDIA to the limited partners of the Purchaser. 5.7 Indemnification. Whether or not the transactions contemplated hereby are consummated, PRIMEDIA agrees to indemnify and hold harmless the Purchaser, its limited and general partners and its affiliates (and the partners, members, directors, officers, affiliates and controlling persons of each of the foregoing) (each a "Purchaser Indemnitee") from and against any liabilities, obligations, losses, damages, deficiencies, obligations, fines and assessments, penalties, actions, judgments, suits, claims, costs, injuries, demands, proceedings, investigations, arbitrations (including shareholder claims, actions, injuries, demands, suits, judgments, proceedings, investigations or arbitrations) and disbursements, including, without limitation, accountant's and attorney's fees and expenses incurred by a Purchaser Indemnitee before or after the date of this Agreement and arising out of, resulting from, or relating to (i) the operations of PRIMEDIA, (ii) Purchaser's purchase and/or ownership of the Purchaser Securities or (iii) any litigation to which a Purchaser Indemnitee is made a party in its capacity as a shareholder or owner (or a partner, member, director, officer, affiliate or controlling person of a shareholder or owner) of securities of PRIMEDIA. 5.8 Limited Liability of Partners, Members. Notwithstanding any other provision of this Agreement, neither the general partner, the limited partners or members nor any future general partner, limited partner or member of the Purchaser shall have any personal liability for performance of any obligation of the Purchaser under this Agreement in excess of the respective capital contribution of such general partner, limited partners and members to the Purchaser. 7 5.9 Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of New York. 5.10 Section and Other Headings. The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement. 5.11 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument. 8 IN WITNESS WHEREOF, PRIMEDIA and KKR 1996 have executed this Agreement as of the day and year first above written. PRIMEDIA INC. By: /s/ Beverly Chell Name: Beverly Chell Title: Vice-Chairman and Secretary KKR 1996 Fund L.P. By: KKR Associates 1996 L.P. Its General Partner By: KKR 1996 GP LLC Its General Partner By: /s/ Michael Tokarz A Member EX-3 5 exhibit3.txt LETTER EXHIBIT 3 KKR 1996 Fund L.P. c/o Kohlberg Kravis Roberts & Co. 9 West 57th Street New York, New York As of July 1, 2001 PRIMEDIA Inc. 745 Fifth Avenue New York, New York 10151 Ladies and Gentlemen: Reference is made to the Stock Purchase Agreement dated as of the date hereof (the "Agreement"), among EMAP PLC, EMAP AMERICA PARTNERS, EMAP INC. and PRIMEDIA Inc. ("PRIMEDIA"). Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Agreement. We agree that, subject to the terms and conditions of the Agreement, at the Closing, KKR 1996 Fund L.P. (the "Purchaser") will purchase equity of PRIMEDIA in an aggregate amount equal to $250,000,000 from PRIMEDIA on the terms of the term sheet attached hereto as Exhibit I, to be used by PRIMEDIA (and permitted assignees, if any) exclusively to provide partial financing for PRIMEDIA's acquisition of EMAP USA. The Purchaser will be under no obligation under any circumstances to capitalize PRIMEDIA with aggregate equity of more than $250,000,000. Upon the Purchaser providing any part of the financing described in this letter agreement, PRIMEDIA shall issue to the Purchaser a warrant to purchase 1,250,000 shares of PRIMEDIA's common stock in the form attached hereto at Exhibit II. Notwithstanding anything that may be expressed or implied in this letter agreement, PRIMEDIA, by its acceptance of the benefits hereof, covenants, agrees and acknowledges that no person or entity other than the Purchaser shall have any obligation hereunder and that, notwithstanding that the Purchaser is a partnership or limited liability company, no recourse hereunder or any documents or instruments delivered in connection herewith shall be had against any current or future officer, agent or employee of the Purchaser or against any current or future general or limited partner, director, officer, employee, member, affiliate, assignee or agent of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any current or future officer, employee, member, partner, affiliate, assignee or agent of any of the foregoing, as such for any obligations of the Purchaser under this letter agreement or any documents or instruments delivered in connection herewith or for any claim based on, in respect of or by reason of such obligations or their creation. PRIMEDIA hereby represents and warrants that the incurrence of the financing on the terms set forth on Exhibit I shall not violate, accelerate obligations under or cause a default under any credit agreement, indenture, guarantee or other agreement of PRIMEDIA or any of its subsidiaries evidencing indebtedness for borrowed money. The Purchaser may assign its rights and delegate its responsibilities hereunder to an affiliate and any such delegation shall relieve the Purchaser of its obligations hereunder. This Agreement shall be governed by the internal laws of the State of New York. [the remainder of this page is intentionally left blank] Very truly yours, KKR 1996 Fund L.P. By: KKR Associates 1996 L.P. Its General Partner By: KKR 1996 GP LLC By: /s/ Michael Tokarz A General Partner Accepted and Agreed to As of the date written above PRIMEDIA INC. By: /s/ Beverly Chell Name: Beverly Chell Title: Vice-Chairman and Secretary EXHIBIT I Indicative Terms of KKR Financing Proposal COMMITMENT $250MM total commitment Funding Fee 1.25 million warrants @ $7.00 per share ----------------------------------------------------------------------- TERMS OF PREFERRED STOCK Issuer: PRIMEDIA Inc. (the "Company" or "PRIMEDIA") ------------------------------------------- Principal Amount: $125MM ------------------------------------------- Maturity: Perpetual ------------------------------------------- Investor: A KKR fund TBD ------------------------------------------- Ranking: Pari passu to the Company's existing Preferred Stock issues (series D, F and H) ------------------------------------------- Funding Fee: 2,620,000 warrants @ $7.00 ------------------------------------------- Dividends: 12.5% Pay-in-Kind, Payable Quarterly ------------------------------------------- Equity Warrants: Warrants with a strike price of $7.00 will be granted to the purchaser of the Preferred Stock every 3 months while any amount of the Preferred Stock is outstanding until the fourth grant at the 12 month anniversary. The warrants will be exercisable at the holder's option for a period of 10 years from the initial funding date of the Preferred Stock and will have customary anti-dilution provisions. The following schedule illustrates the warrant issuance over the 12-month period: Preferred Stock Cumulative Number Outstanding of Warrants ----------- ---------------- 3 month Anniversary 250,000 6 month Anniversary 1,250,000 9 month Anniversary 2,500,000 12 month Anniversary 4,000,000 -------------------------------------------- Features: Callable at anytime; convertible by KKR at anytime after 12 months at $7.00 per share ----------------------------------------------------------------------- TERMS OF COMMON STOCK PURCHASE Principal Amount: Up to $125MM ------------------------------------------- Price: Price to PRIMEDIA same as to non affiliated purchasers (i.e. gross of any commissions) of common stock ----------------------------------------------------------------------- EXHIBIT II [Commitment Warrant] WARRANT To Purchase Common Stock of PRIMEDIA Inc. Issuance Date: August 24, 2001 Number of Shares of Common Stock: 1,250,000 (subject to adjustment) TABLE OF CONTENTS Page SECTION 1. DEFINITIONS...............................................1 SECTION 2. EXERCISE OF WARRANT.......................................6 2.1 Manner of Exercise........................................6 2.2 Payment of Taxes..........................................8 2.3 Fractional Shares.........................................8 2.4 Continued Validity........................................8 SECTION 3. TRANSFER, DIVISION AND COMBINATION, ADDITIONAL WARRANTS...8 3.1 Transfer..................................................8 3.2 Division and Combination..................................9 3.3 Expenses..................................................9 3.4 Maintenance of Books......................................9 SECTION 4. ADJUSTMENTS...............................................9 4.1 Stock Dividends, Subdivisions and Combinations............9 4.2 Certain Other Dividends; Distributions...................10 4.3 Issuance of Additional Shares of Common Stock............11 4.4 Issuance of Convertible Securities, Warrants or Other Rights...........................................11 4.5 Superseding Adjustment...................................13 4.6 Adjustment of Number of Shares of Warrant Stock..........13 4.7 Other Provisions Applicable to Adjustments Under this Section...........................................13 4.8 Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets Not Resulting in Change of Control---------------------------------------------16 4.9 Other Action Affecting Common Stock......................16 SECTION 5. NOTICES TO WARRANT HOLDERS...............................17 5.1 Notice of Adjustments....................................17 5.2 Notice of Certain Corporate Action.......................17 -i- SECTION 6. NO IMPAIRMENT............................................17 SECTION 7. COMMON STOCK; RESERVATION AND AUTHORIZATION OF REGISTRATION WITH OR APPROVAL OF ANY GOVERNMENTAL AUTHORITY..............................................18 SECTION 8. TAKING OF RECORD; STOCK AND WARRANT TRANSFER BOOKS.......18 SECTION 9. RESTRICTIONS ON TRANSFERABILITY..........................18 9.1 Restrictive Legend.......................................18 9.2 Restriction on Transfers.................................19 9.3 Listing on Securities Exchange or NASDAQ.................20 9.4 Covenant Regarding Consents..............................20 SECTION 10. LOSS OR MUTILATION.......................................20 SECTION 11. OFFICE OF THE COMPANY....................................20 SECTION 12. FINANCIAL AND BUSINESS INFORMATION.......................21 12.1 Filings..................................................21 SECTION 13. LIMITATION OF LIABILITY..................................21 SECTION 14. MISCELLANEOUS............................................21 14.1 Nonwaiver and Expenses...................................21 14.2 Notice Generally.........................................21 14.3 Successors and Assigns...................................22 14.4 Amendment................................................22 14.5 Severability.............................................22 14.6 Headings.................................................22 14.7 GOVERNING LAW; CONSENT TO JURISDICTION AND VENUE.........22 14.8 MUTUAL WAIVER OF JURY TRIAL..............................23 -ii- NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, EXCHANGED, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF OR ENCUMBERED WITHOUT COMPLIANCE WITH THE PROVISIONS OF, AND ARE OTHERWISE RESTRICTED BY THE PROVISIONS OF, THE SECURITIES ACT OF 1933, AS AMENDED, THE RULES AND REGULATIONS THEREUNDER AND THIS WARRANT. WARRANT To Purchase 1,250,000 Shares of Common Stock (subject to adjustment) of PRIMEDIA Inc. THIS IS TO CERTIFY THAT, for value received, KKR 1996 FUND L.P., a Delaware limited partnership, or its permitted assigns, is the owner of one (1) Warrant (as hereinafter defined), which entitles the Holder, at any time prior to the Expiration Date (as hereinafter defined), to purchase from PRIMEDIA Inc., a Delaware corporation (the "Company"), one million two hundred and fifty thousand (1,250,000) shares of Common Stock (as hereinafter defined and subject to adjustment as provided herein), in whole or in part, including fractional parts, all on the terms and conditions and pursuant to the provisions hereinafter set forth. SECTION 1.........DEFINITIONS As used in this Warrant, the following terms have the respective meanings set forth below: "Additional Shares of Common Stock" shall mean all shares of Common Stock issued by the Company after the Issuance Date, other than the Warrant Stock. "Affiliate" shall mean, as to any Person, (i) any other Person directly or indirectly controlling, controlled by, or under common control with such Person (as such terms are defined in Rule 405 under the Securities Act) or (ii) any director, officer or partner of such Person or any Person specified in clause (i) above. "Aggregate Exercise Price" shall mean, with respect to the exercise of all or a portion of the Warrant, the Exercise Price multiplied by the number of shares of Warrant Stock purchased upon such exercise. "Business Day" shall mean any day that is not a Saturday or Sunday or a day on which banks are required or permitted to be closed in the State of New York. -1- "Change of Control" shall mean (a) any Person or "group" (within the meaning of Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended), other than KKR and/or one or more Affiliates of KKR, that becomes the "beneficial owner" (as defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended) of a percentage of the voting common stock of the Company equal to or greater than 35% and such percentage of such voting common stock is greater than the percentage of such voting common stock then held (directly or indirectly) by KKR and its Affiliates; (b) a sale of all or substantially all of the assets of the Company to any Person (the "Successor") if any Person or "group" other than KKR and/or one or more Affiliates of KKR is the "beneficial owner" of a percentage of voting common stock of the Successor equal to or greater than 35% and such percentage of such voting common stock is greater than the percentage of such voting common stock then held (directly or indirectly) by KKR and its Affiliates; (c) during any period of two consecutive calendar years, the directors serving on the Company's Board of Directors at the beginning of such period (together with any new directors whose election by the Company's Board of Directors or whose nomination for election by the Company's shareholders was approved by vote of at least two-thirds of the directors then still in office who either were directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the directors then in office; or (d) the Company shall cease to own 100% of the capital stock of PRIMEDIA Companies Inc., a Delaware corporation. "Commission" shall mean the Securities and Exchange Commission or any other federal agency then administering the Securities Act and other federal securities laws. "Common Stock" shall mean the collective reference to the common stock of the Company, par value $.01 per share, as constituted on the Issuance Date, and any capital stock into which such Common Stock may thereafter be changed, and shall also include (i) capital stock of the Company of any other class (regardless of how denominated) issued to the holders of shares of Common Stock upon any reclassification thereof in which all such shares are converted into a new class of capital stock and (ii) shares of common stock of any successor or acquiring corporation (as defined in Section 4.8) received by or distributed to the holders of Common Stock of the Company in the circumstances contemplated by Section 4.8. "Convertible Securities" shall mean evidences of indebtedness, shares of stock or other securities, which are convertible into or exchangeable for, with or without payment of additional consideration in cash or property, Additional Shares of Common Stock, either immediately or upon the occurrence of a specified date or a specified event. "Effective Date" shall mean the closing of the transaction contemplated by the Securities Purchase Agreement. "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, or any similar federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect from time to time. -2- "Exercise Period" shall mean the period during which this Warrant is exercisable pursuant to Section 2.1. "Exercise Price" shall mean $7.00, as the same may be adjusted from time to time pursuant to the terms hereof. "Expiration Date" shall mean the date that is the earlier of (i) the tenth anniversary of the Issuance Date and (ii) the closing date of any transaction which results in a Change of Control. "Fair Market Value" shall mean, as of any exercise date or other relevant date, the average for the second Trading Day preceding such date of the high and low reported sales prices regular way of one share of Common Stock on such Trading Day or, in case no such reported sale takes place on such Trading Day, the average of the reported closing bid and asked prices regular way of a share of Common Stock on such Trading Day, in either case on the principal national securities exchange in the United States on which the shares of Common Stock are listed or admitted to trading, or if not listed or admitted to trading on any national securities exchange on such Trading Day, on the National Association of Securities Dealers Automated Quotations National Market System, or if the shares of Common Stock are not listed or admitted to trading on any national securities exchange or quoted on such National Market System on such Trading Day, the average of the closing bid and asked prices of a share of Common Stock in the over-the-counter market on such Trading Day as furnished by any New York Stock Exchange member firm selected from time to time by the Company. If the Common Stock is not quoted or listed by any such organization, exchange or market, the Fair Market Value of the Common Stock as of such exercise or other relevant date shall be determined in good faith by the Board of Directors of the Company. "fair value" shall mean, with respect to the valuation of (i) any evidences of indebtedness, shares of stock, other securities or property or warrants or other subscription or purchase rights distributable pursuant to Section 4.2 and (ii) consideration, and assets and businesses pursuant to Section 4.7(a) (collectively, the items listed in clauses (i) and (ii) are the "Valuation Properties"), the fair value (as determined in good faith by the Board of Directors of the Company and, if required by the Majority Holders, supported by an opinion from an investment banking firm acceptable to the Majority Holders, which approval shall not be unreasonably withheld, of such Valuation Properties. "Fully Diluted Outstanding" shall mean, when used with reference to Common Stock, at any date as of which the number of shares thereof is to be determined, all shares of Common Stock Outstanding at such date, all shares of Common Stock issuable in respect of Convertible Securities outstanding at such date, and all shares of Common Stock issuable in respect of this Warrant outstanding on such date and all shares of Common Stock issuable in respect of other options or warrants to purchase shares of Common Stock outstanding (or contractually required to be issued by the Company) on such date. -3- "GAAP" shall mean generally accepted accounting principles in the United States of America as from time to time in effect. "Holder" shall mean the Person in whose name this Warrant is registered on the books of the Company maintained for such purpose or the Person holding any Warrant Stock, including, without limitation in each case, permitted transferees thereof. "HSR" shall mean the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. "Issuance Date" shall mean the date upon which this Warrant is originally issued, which date shall be the Effective Date. "KKR" shall mean Kohlberg Kravis Roberts & Co., a Delaware limited partnership. "KKR 1996" shall mean KKR 1996 Fund L.P., a Delaware limited partnership. "Majority Holders" shall mean the Holders of Warrants exercisable for in excess of 50% of the aggregate number of shares of Common Stock then receivable upon exercise of all Warrants. "NASD" shall mean the National Association of Securities Dealers, Inc., or any successor entity thereto. ---- "NASDAQ" shall mean the National Association of Securities Dealers Automatic Quotation System. "Other Property" shall have the meaning set forth in Section 4.8. "Outstanding" shall mean, when used with reference to Common Stock, at any date as of which the number of shares thereof is to be determined, all issued shares of Common Stock, except shares then owned or held by or for the account of the Company or any Subsidiary, and shall include all shares issuable in respect of outstanding scrip or any certificates representing fractional interests in shares of Common Stock. "Permitted Issuances" shall mean (i) the issuance of shares of Common Stock upon exercise of rights to acquire shares of Common Stock exercisable pursuant to options held by employees or directors under stock option plans which are in effect or may from time to time be adopted by the Company after the Issuance Date, (ii) the issuance of shares of Common Stock or Convertible Securities in connection with the provision of goods or services and (iii) the issuance of shares of Common Stock or Convertible Securities in connection with financing the transaction contemplated by the Securities Purchase Agreement. "Person" shall mean any individual, sole proprietorship, partnership, joint venture, trust, incorporated organization, association, corporation, institution, public benefit corporation, entity or government (whether federal, state, county, city, municipal or otherwise, including, without limitation, any instrumentality, division, agency, body or department thereof). -4- "Registrable Securities" shall mean the Warrant Stock. 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 by the Holder 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) such securities shall have been distributed to the public pursuant to Rule 144 (or any successor provision) under the Securities Act or may be distributed without volume or manner of sale limitations in accordance with Rule 144(K), (iii) such securities shall have been otherwise transferred, new certificates for such securities not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent disposition of such securities shall not require registration or qualification of such securities under the Securities Act or any state securities or blue sky law then in force, or (iv) such securities shall have ceased to be Outstanding. "Registration Rights Agreement" shall mean the Second Amended and Restated Registration Rights Agreement dated as of August 24, 2001 among the Company, KKR 1996, Publishing Associates, L.P., MA Associates, L.P., FP Associates, L.P., Magazine Associates, L.P., KKR Partners II, L.P. and Channel One Associates, L.P., as the same may be amended, supplemented or modified from time to time. "Responsible Officer" shall mean the chief executive officer of the Company, the president of the Company, the vice chairman of the Company or the chief financial officer of the Company. "Securities Act" shall mean the Securities Act of 1933, as amended, or any similar federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time. "Securities Purchase Agreement" shall mean the Securities Purchase Agreement dated as of August 24, 2001 between KKR 1996 and the Company, as the same may be amended, supplemented or modified from time to time; relating to the purchase of the Series J Convertible Exchangeable Preferred Stock of the Company. "Subsidiary" shall mean any corporation of which an aggregate of more than 50% of the outstanding stock having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether, at the time, stock of any other class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time, directly or indirectly, owned legally or beneficially by the Company and/or one or more Subsidiaries of the Company. "Tender Offer" shall mean any public offer to substantially all holders of Common Stock to purchase at least 50% of the Common Stock at the time outstanding. -5- "Trading Day" shall mean each weekday other than any day on which any Common Stock is not traded on any national securities exchange, on NASDAQ or in the over-the-counter market. "Transfer" shall mean any disposition of any Warrant or Warrant Stock or of any interest in either thereof, which would constitute a sale or transfer of a beneficial interest thereof within the meaning of the Securities Act (excluding any transfer to an Affiliate of KKR 1996). "Warrant Stock" shall mean the shares of Common Stock received by the Holders of the Warrants upon the exercise thereof, including any such shares of Common Stock transferred to any transferee of such Holder in accordance herewith, other than a transferee who acquires such shares after the same have been (i) publicly sold pursuant to a registration statement under the Securities Act or (ii) transferred pursuant to Rule 144 of the Exchange Act, provided that such securities cease to be "restricted securities" within the meaning of Rule 144. "Warrants" shall mean this Warrant and all warrants issued upon transfer, division or combination of, or in substitution for, any thereof, other than Warrants transferred to a transferee who acquires such Warrants after the same have been (i) publicly sold pursuant to a registration statement under the Securities Act or (ii) transferred pursuant to Rule 144 of the Exchange Act, provided that such securities cease to be "restricted securities" within the meaning of Rule 144. All Warrants shall at all times be identical as to terms and conditions and date, except as to the number of shares of Common Stock for which they may be exercised. SECTION 2 EXERCISE OF WARRANT 2.1 Manner of Exercise (a) At any time and from time to time from and after the later of (x) the first anniversary of the Effective Date and (y) the date that is the later of (I) 20 business days, as defined in the Exchange Act, after the date that an information statement regarding the exercise of Warrants has been mailed to the Company's stockholders pursuant to Rule 14c-2(b) promulgated under the Exchange Act and (II) the date the Company complies with Section 312.03 of the New York Stock Exchange Listed Company Manual, and until 5:00 P.M. New York time, on the Expiration Date, Holder may exercise this Warrant, on any Business Day, for up to 1,250,000 shares of Common Stock, as adjusted in accordance with Section 4 of this Warrant, provided, however, that if such exercise would result in the Holder (together with KKR 1996 if the Holder is not KKR 1996) owning greater than 14.999% of the Company's Common Stock, the Holder shall not be entitled to exercise until such Holder (or KKR 1996 if Holder is not KKR 1996) has received approval of such exercise under HSR or the time for such approval has passed. (b) Notwithstanding anything to the contrary in the foregoing, immediately prior to a Change of Control occurring prior to the Expiration Date this Warrant may be exercised; provided that if such exercise would result in the Holder (together with KKR 1996 if the Holder is not KKR 1996) owning greater than 14.999% of the Company's -6- Common Stock, the Holder shall not be entitled to exercise until such Holder (or KKR 1996 if the Holder is not KKR 1996) has received approval of such exercise under HSR or the time for such approval has passed. In order to exercise this Warrant, in whole or in part, Holder shall deliver to the Company at its principal office at 745 Fifth Avenue, New York, New York 10151 or at the office or agency designated by the Company pursuant to Section 11, (i) a written notice of Holder's election to exercise this Warrant, which notice shall specify the number of shares of Common Stock to which the exercise shall relate and (ii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as Exhibit A (the "Subscription Form"), duly executed by Holder or its agent or attorney. Upon receipt by the Company of (a) this Warrant and (b) the Subscription Form with the appropriate box checked thereon, the Company shall issue the number of shares of Common Stock set forth in the next paragraph. To the extent, if any, Holder, in its sole discretion, has checked the box on the Subscription Form contemplating a cash exercise upon payment of the Aggregate Exercise Price, then upon payment, by certified or official bank check payable to the order of the Company, of the Aggregate Exercise Price for the shares of Warrant Stock to be purchased pursuant to the exercise of the Warrant, the Company shall, as promptly as practicable, and in any event within two (2) Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to Holder a certificate or certificates representing the aggregate number of full shares of Common Stock issuable upon such cash exercise. To the extent, if any, Holder, in its sole discretion has checked the box on the Subscription Form by which Holder elects not to pay the Aggregate Exercise Price in cash, the Company shall, as promptly as practicable, and in any event within two (2) Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to Holder a certificate or certificates representing the aggregate number of full shares of Common Stock having an aggregate value equal to the difference between (x) the then aggregate Fair Market Value of the number of shares of Common Stock specified in the Subscription Form and (y) the then Aggregate Exercise Price in respect of such number of shares. In either case, the stock certificate or certificates so delivered shall be in such denomination or denominations as such Holder shall request in the Subscription Form and shall be registered in the name of Holder or, subject to Section 9, such other name as shall be designated in the Subscription Form. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the notice is received by the Company. If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Stock, deliver to Holder a new Warrant evidencing the rights of Holder to receive the number of shares of Common Stock called for by this Warrant less the number of shares issued pursuant to the aforementioned -7- cash exercise of this Warrant or less the relevant portion of this Warrant surrendered in connection with the cashless exercise of this Warrant, which new Warrant shall in all other respects be identical to this Warrant, or, at the request of Holder, appropriate notation may be made on this Warrant and the same returned to Holder. Notwithstanding any provision herein to the contrary, the Company shall not be required to register shares in the name of any Person who acquired this Warrant (or part hereof) or any Warrant Stock otherwise than in accordance with this Warrant. 2.2 Payment of Taxes. All shares of Common Stock issuable upon the exercise of this Warrant pursuant to the terms hereof shall be validly issued, fully paid and nonassessable and without any preemptive rights. The Company shall pay all expenses in connection with, and all documentary, stamp or similar issue or transfer taxes, if any, and all other taxes and other governmental charges that may be imposed with respect to, the issue or delivery of this Warrant, and all shares of Capital Stock issuable upon the exercise of this Warrant, and shall indemnify and hold KKR 1996, its partners and its other Affiliates and the Company's directors harmless from any taxes, interest and penalties that may become payable by KKR 1996, its partners or its other Affiliates or any such directors as a result of the failure or delay by the Company to pay such taxes. The Company shall not be required, however, to pay any tax or other charge imposed in connection with any transfer involved in the issue of any certificate for shares of Common Stock issuable upon exercise of this Warrant in any name other than that of Holder and its Affiliates, and in such case the Company shall not be required to issue or deliver any stock certificate until such tax or other charge has been paid or it has been established to the satisfaction of the Company that no such tax or other charge is due. 2.3 Fractional Shares. The Company shall not be required to issue fractional shares of Common Stock on the exercise of Warrants. If any fraction of a share of Common Stock would be issuable on the exercise of any Warrant (or specified portion thereof), the Company shall pay to the Holder of the Warrant an amount in cash equal to such fraction multiplied by the then-current Fair Market Value per share of Common Stock. For the purposes of this Section 2.3, the date as of which the Fair Market Value of Common Stock shall be computed shall be the date on which notice is received by the Company pursuant to Section 2.1. 2.4 Continued Validity. A Holder of shares of Warrant Stock shall continue to be entitled with respect to such shares to all rights and subject to all obligations to which it would have been entitled or subject as Holder under Sections 9, 10, 13 and 15 of this Warrant. SECTION 3 TRANSFER, DIVISION AND COMBINATION, ADDITIONAL WARRANTS 3.1 Transfer. Subject to compliance with Section 9, transfer of this Warrant and all rights hereunder, in whole or in part, shall be registered on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company referred to in Section 2.1 or the office or agency designated by the Company pursuant to Section 12, together with a written assignment of this Warrant substantially in the form of Exhibit B hereto duly executed by Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable pursuant to Section 2.2 upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall, subject to Section 9, execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so -8- assigned, and this Warrant shall promptly be cancelled. A Warrant, if properly assigned in compliance with Section 9, may be exercised by a new Holder for the receipt of shares of Common Stock without having a new Warrant issued. If requested by the Company, a new Holder shall acknowledge in writing, in form reasonably satisfactory to the Company, such Holder's continuing obligations under Sections 9 and 15. 3.2 Division and Combination. Subject to Section 9, this Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office or agency of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by Holder or its agent or attorney. Subject to compliance with Section 3.1 and with Section 9, as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. 3.3 Expenses. The Company shall prepare, issue and deliver at its own expense (other than transfer taxes not payable by the Company pursuant to Section 2.2) the new Warrant or Warrants under this Section 3. 3.4 Maintenance of Books. The Company agrees to maintain, at its aforesaid office or agency, books for the registration or transfer of the Warrants. SECTION 4 ADJUSTMENTS The Exercise Price and the number of shares of Common Stock for which this Warrant is exercisable shall be subject to adjustment as set forth in this Section 4. The Company shall give each Holder notice of any event described below which requires an adjustment pursuant to this Section 4 at the time of such event. At any time and from time to time, the Company shall promptly, without any action required of the Holders, cause the appropriate adjustment or adjustments (to the extent that more than one event requiring an adjustment has occurred since the last adjustment made) to be made pursuant to this Section 4 in respect of each Warrant outstanding. 4.1 Stock Dividends, Subdivisions and Combinations. If at any time the Company shall: (a) take a record of the holders of its Common Stock for the purpose of entitling them to receive or set a record date for a dividend payable in, or other distribution of, Additional Shares of Common Stock; (b) subdivide its outstanding shares of Common Stock into a larger number of shares of Common Stock; (c) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock; or (d) issue any shares of its capital stock or other securities by reclassification of the Common Stock (other than pursuant to Section 4.8 below), -9- then the Exercise Price shall be proportionately decreased in the case of such a dividend or distribution of Additional Shares of Common Stock or such a subdivision, or proportionately increased in the case of such a combination, or the kind of capital stock or other securities of the Company which may be purchased shall be adjusted in the case of such a reclassification of the Common Stock, each on the record date for such dividend or distribution or effective date of such subdivision, combination or reclassification, as the case may be, such that the Holder shall be entitled to receive, upon exercise of this Warrant, the aggregate number and kind of shares of Common Stock which, if the Warrant had been fully exercised immediately prior to such date, it would have owned upon such exercise and been entitled to receive by virtue of such dividend, distribution, subdivision, combination or reclassification. 4.2 Certain Other Dividends; Distributions.If at any time the Company shall: (a) take a record of the holders of its Common Stock for the purpose of entitling them to receive or set a record date for any dividend or other distribution of any evidences of its indebtedness, any shares of its stock (other than Common Stock), any shares of stock of any Subsidiary or any other securities or property of any nature whatsoever (other than regular quarterly cash dividends payable out of consolidated earnings or earned surplus); or (b) take a record of the holders of its Common Stock for the purpose of entitling them to receive or set a record date for any dividend or other distribution of any warrants or other rights to subscribe for Convertible Securities or purchase any evidences of its indebtedness, any shares of its stock or any other securities or property of any nature whatsoever (other than regular quarterly cash dividends payable out of consolidated earnings or earned surplus); or (c) repurchase (including any repurchase by a Subsidiary of the Company) shares of Common Stock for per share consideration that is greater than the Fair Market Value of one share of Common Stock immediately prior to such repurchase (in which event the aggregate amount so paid in excess of the aggregate Fair Market Value of all the Common Stock divided by the number of outstanding shares of Common Stock prior to such repurchase shall be considered a distribution of assets to all holders of Common Stock pursuant to this subsection), then the Exercise Price shall be adjusted to equal the Exercise Price in effect prior to such distribution or dividend multiplied by a fraction, (1) the numerator of which shall be (A) the Fair Market Value per share of Common Stock on such record date minus (B) the fair value of the amount allocable to one share of Common Stock of any and all such evidences of indebtedness, shares of stock, other securities or property or warrants or other subscription or purchase rights so distributable, and (2) the denominator of which shall be such Fair Market Value per share of Common Stock. Such adjustments shall be made whenever such a record date is fixed. A reclassification of all of the Common Stock into shares of Common Stock and shares of any other class of stock shall be deemed a distribution by the Company to the holders of its Common Stock of such shares of such other class of stock within the meaning of this Section 4.2 and, if the outstanding shares of Common Stock shall be changed into a larger or smaller number of shares of Common Stock as a part of such reclassification, such change shall be deemed a -10- subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Section 4.1. 4.3 Issuance of Additional Shares of Common Stock. If at any time the Company shall (except as hereinafter provided) issue or sell any Additional Shares of Common Stock, other than Permitted Issuances, for consideration in an amount per Additional Share of Common Stock less than the lesser of (x) the Exercise Price and (y) the Fair Market Value per share of Common Stock on such issuance or sale date, then the Exercise Price shall be adjusted to be the price determined by dividing (i) an amount equal to the sum of (A) the number of Shares of Common Stock outstanding immediately prior to such issuance or sale multiplied by the Exercise Price in effect immediately prior to such issuance or sale and (B) the consideration, if any, received by the Company upon such issuance or sale, by (ii) the total number of shares of Common Stock outstanding immediately after such issuance or sale. Expressed as a formula the foregoing calculation is: adjusted Exercise Price equals: CS(BEP) + NC ------------ CS + NCS where: CS is the number of shares of Common Stock outstanding immediately prior to such issuance or sale; BEP is the Exercise Price in effect immediately prior to the issuance or sale of such shares of Common Stock; NC is the consideration, if any, received by the Company upon such issuance or sale; and NCS is the number of new shares of Common Stock issued or sold in the transaction. 4.4 Issuance of Convertible Securities, Warrants or Other Rights. Except as provided in Section 4.2, if at any time the Company shall in any manner (whether directly or by assumption in a merger in which the Company is the surviving corporation) issue or sell any warrants or other rights to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities, other than Permitted Issuances, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such warrants or other rights or upon conversion or exchange of such Convertible Securities (such price per share being computed as provided in Section 4.7(a) hereof) shall be less than the Exercise Price, then the Exercise Price shall be adjusted as provided below (in the case of warrants or other rights or -11- Convertible Securities, on the basis that (i) the maximum number of Additional Shares of Common Stock issuable pursuant to all such warrants or other similar rights or necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued and outstanding, (ii) the price per share for such Additional Shares of Common Stock shall be deemed to be the lowest possible price per share in any range of prices per share at which such Additional Shares of Common Stock are available to such holders and (iii) the Company shall be deemed to have received all of the consideration payable therefor, if any, as of the date of the actual issuance of such warrants or other similar rights). In such event, the Exercise Price shall be adjusted to be the price determined by dividing (i) an amount equal to the sum of (A) the number of Shares of Common Stock outstanding immediately prior to such issuance or sale multiplied by the Exercise Price in effect immediately prior to such issuance or sale and (B) the consideration, if any, received by the Company upon such issuance or sale, by (ii) the total number of shares of Common Stock outstanding immediately after such issuance or sale. Expressed as a formula the foregoing calculation is: adjusted Exercise Price equals: CS(BEP) + NC ----------- CS + NCS where: CS is the number of shares of Common Stock outstanding immediately prior to such issuance or sale; BEP is the Exercise Price in effect immediately prior to the issuance or sale of such shares of Common Stock; NC is the consideration, if any, deemed received by the Company upon such issuance or sale; and NCS is the number of new shares of Common Stock deemed issued or sold in the transaction. No further adjustments of the Exercise Price shall be made upon the actual issue of such Common Stock upon exercise of such warrants or other similar rights or upon the actual issue of such Common Stock upon such conversion or exchange of such Convertible Securities. For the purposes of this Section 4.4, the date as of which the Exercise Price of Common Stock shall be computed shall be the earliest of (i) the date on which the Company shall enter into a firm contract for the issuance of such warrants or other similar rights or (ii) the date of actual issuance of such warrants or other similar rights. Such adjustments shall be made upon the date of the issuance or sale of such warrants or other similar rights. -12- 4.5 Superseding Adjustment. If, at any time after any adjustment of the Exercise Price shall have been made pursuant to Section 4.4 as the result of any issuance of warrants, rights or Convertible Securities, and either (a) such warrants or rights, or the right of conversion or exchange in such other Convertible Securities, shall expire, and all or a portion of such warrants or rights, or the right of conversion or exchange with respect to all or a portion of such other Convertible Securities, as the case may be, shall not have been exercised; or (b) the consideration per share for which shares of Common Stock are issuable pursuant to such warrants or rights, or the terms of such other Convertible Securities, shall be increased solely by virtue of provisions therein contained for an automatic increase in such consideration per share upon the occurrence of a specified date or event; then such previous adjustment shall be rescinded and annulled and the Additional Shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Thereupon, a recomputation shall be made of the effect of such rights or options or other Convertible Securities on the then outstanding Warrants, but not on any then outstanding Warrant Stock, on the basis of (c) treating the number of Additional Shares of Common Stock or other property, if any, theretofore actually issued or issuable pursuant to the previous exercise of any such warrants or rights or any such right of conversion or exchange, as having been issued on the date or dates of any such exercise and for the consideration actually received and receivable therefor; and (d) treating any such warrants or rights or any such other Convertible Securities which then remain outstanding as having been granted or issued immediately after the time of such increase of the consideration per share for which shares of Common Stock or other property are issuable under such warrants or rights or other Convertible Securities. 4.6 Adjustment of Number of Shares of Warrant Stock. Upon each adjustment of the Exercise Price pursuant to any of the foregoing provisions of this Section 4, this Warrant shall be deemed to evidence the right to purchase, at the adjusted Exercise Price, that number of shares of Common Stock obtained by multiplying the number of shares of Common Stock covered by the Warrant immediately prior to such adjustment by the Exercise Price in effect prior to such adjustment and dividing the product so obtained by the Exercise Price in effect after such adjustment. 4.7 Other Provisions Applicable to Adjustments Under this Section. The following provisions shall be applicable to the making of adjustments of the number of shares of Common Stock for which this Warrant is exercisable provided for in this Section 4: (a) Computation of Consideration. To the extent that any Additional Shares of Common Stock or any Convertible Securities or any warrants or other rights to subscribe for or purchase any Additional Shares of Common Stock or any Convertible -13- Securities shall be issued for cash consideration, the consideration received by the Company therefor shall be the amount of the cash received by the Company therefor, or, if such Additional Shares of Common Stock or Convertible Securities are offered by the Company for subscription, the subscription price, or, if such Additional Shares of Common Stock or Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends, but not subtracting any compensation, discounts or expenses paid or incurred by the Company for and in the underwriting of, or otherwise in connection with, the issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance or, if such consideration is capital stock, the Fair Market Value thereof at the time of issuance. In case any Additional Shares of Common Stock or any Convertible Securities or any warrants or other rights to subscribe for or purchase such Additional Shares of Common Stock or Convertible Securities shall be issued in connection with any merger in which the Company issues any securities, the amount of consideration therefor shall be deemed to be the fair value (or, in the case of capital stock, Fair Market Value) of such portion of the assets and business of the nonsurviving corporation as the Board of Directors of the Company in good faith, and, if required by the Majority Holders, supported by an opinion of an investment banking firm acceptable to the Majority Holders (which approval shall not be unreasonably withheld), shall determine to be attributable to such Additional Shares of Common Stock, Convertible Securities, warrants or other rights, as the case may be. The consideration for any Additional Shares of Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Company for issuing such warrants or other rights plus the additional consideration, if any, payable to the Company upon exercise of such warrants or other rights. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any Convertible Securities shall be the consideration, if any, received by the Company for issuing warrants or other rights to subscribe for or purchase such Convertible Securities, plus the consideration paid or payable to the Company in respect of the subscription for or purchase of such Convertible Securities, plus the additional consideration, if any, payable to the Company upon the exercise of the right of conversion or exchange in such Convertible Securities. In case of the issuance at any time of any Additional Shares of Common Stock or Convertible Securities in payment or satisfaction of any dividends upon any class of stock other than Common Stock, the Company shall be deemed to have received for such Additional Shares of Common Stock or Convertible Securities a consideration equal to the amount of such dividend so paid or satisfied. (b) When Adjustments to Be Made. The adjustments required by this Section 4 shall be made whenever and as often as required by this Warrant or as requested by a Holder pursuant to this Section 4, except that any adjustment of the number of shares of Common Stock for which this Warrant is exercisable that would otherwise be required may be postponed (except in the case of a subdivision or combination of shares of the Common Stock, as provided for in Section 4.1) up to, but not beyond the date of exercise if such adjustment either by itself or with other adjustments not -14- previously made adds or subtracts less than 1% of the shares of Common Stock for which this Warrant is exercisable immediately prior to the making of such adjustment. Any adjustment representing a change of less than such minimum amount (except as aforesaid) which is postponed shall be carried forward and made (i) as soon as such adjustment, together with other adjustments required by this Section 4 and not previously made, would result in an adjustment in excess of 1% or (ii) if not made earlier, on the date of exercise. For the purpose of any adjustment, any specified event shall be deemed to have occurred at the close of business on the date of its occurrence. (c) Fractional Interests. In computing adjustments under this Section 4, fractional interests in Common Stock shall be rounded to the nearest hundred-thousandth of a share. (d) When Adjustment Not Required. (i) If the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a dividend or distribution or subscription or purchase rights and shall, thereafter and before the distribution to stockholders thereof, legally abandon its plan to pay or deliver such dividend, distribution, subscription or purchase rights, then thereafter no adjustment shall be required by reason of the taking of such record and any such adjustment previously made in respect thereof shall be rescinded and annulled, and (ii) No adjustment shall be required by reason of the issuance by the Company of any Additional Shares of Common Stock or any Convertible Securities or any warrants or other rights to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities in connection with the financing of the transactions contemplated by the Securities Purchase Agreement. (e) Escrow of Warrant Stock. If after any property becomes distributable pursuant to this Section 4 by reason of the taking of any record of the holders of Common Stock, but prior to the occurrence of the event for which such record is taken, and Holder exercises this Warrant, any Additional Shares of Common Stock issuable upon exercise by reason of such adjustment shall be deemed the last shares of Common Stock for which this Warrant is exercised (notwithstanding any other provision to the contrary herein) and such shares or other property shall be held in escrow for Holder by the Company to be issued to Holder upon and to the extent that the event actually takes place and the Company shall deliver to Holder a due bill or other appropriate instrument evidencing Holder's right to receive such shares or other property under such circumstances. Notwithstanding any other provision to the contrary herein, if the event for which such record was taken fails to occur or is rescinded, then such escrowed shares shall be cancelled by the Company and escrowed property returned. (f) Treasury Stock. The sale or other disposition of any issued shares of Common Stock owned or held by or for the account of the Company shall be deemed an issuance thereof and a repurchase thereof and designation of such shares as treasury stock shall be deemed to be a redemption thereof for the purposes of this Section. -15- 4.8 Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets Not Resulting in Change of Control. In case the Company shall reorganize its capital, reclassify its capital stock, consolidate or merge with or into another corporation (where the Company is not the surviving corporation and where there is no Change of Control) or sell, transfer or otherwise dispose of all or substantially all its property, assets or business to another corporation that does not result in a Change of Control and, pursuant to the terms of such transaction, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation ("Other Property"), are to be received by or distributed to the holders of Common Stock of the Company, then each Holder shall have the right thereafter to receive, upon exercise of the Warrant, the number of shares of common stock of the successor or acquiring corporation and/or Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of all or substantially its assets by a holder of the number of share of Common Stock for which this Warrant is exercisable immediately prior to such event. In case of any such reorganization, reclassification, merger, consolidation or disposition of assets, the successor or acquiring corporation (if other than the Company) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of this Warrant to be performed and observed by the Company and all the obligations and liabilities hereunder, subject to such modifications as may be deemed appropriate (as determined by resolution of the Board of Directors of the Company) in order to provide for adjustments of shares of the Common Stock for that this Warrant is exercisable that shall be as nearly equivalent as practicable to the adjustments provided for in this Section 4. For purposes of this Section 4.8 "common stock of the successor or acquiring corporation" shall include stock of such corporation of any class that is not preferred as to dividends or assets over any other class of stock of such corporation and that is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities that are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 4.8 shall similarly apply to successive reorganizations, reclassifications, mergers, consolidations or disposition of assets. 4.9 Other Action Affecting Common Stock. In case at any time or from time to time the Company shall take any action in respect of its Common Stock, other than any action described in this Section 4, then the number of shares of Common Stock or other stock for which this Warrant is exercisable shall be adjusted in such manner as may be equitable in the circumstances. If the Company shall at any time and from time to time issue or sell (i) any shares of any class of common stock other than Common Stock, (ii) any evidences of its indebtedness, shares of stock or other securities which are convertible into or exchangeable for such shares of common stock, with or without the payment of additional consideration in cash or property or (iii) any warrants or other rights to subscribe for or purchase any such shares of common stock or any such evidences, shares of stock or other securities, then in each such case such issuance or sale shall be deemed to be of, or in respect of, Common Stock for purposes of this Section 4; provided, however, that, without limiting the generality of the foregoing, if the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a dividend payable in, or other distribution of, common stock other than Common Stock, including shares of non-voting common stock, then the -16- number of shares of Common Stock for which this Warrant is exercisable immediately after the occurrence of any such event shall be adjusted to equal the aggregate number of shares of such common stock and of Common Stock which a record holder of the same number of shares of Common Stock for which this Warrant is exercisable immediately prior to the occurrence of such event would own or be entitled to receive after the happening of such event. SECTION 5. NOTICES TO WARRANT HOLDERS 5.1 Notice of Adjustments. Whenever the number of shares of Common Stock for which this Warrant is exercisable, and the Exercise Price payable therefor, shall be adjusted pursuant to Section 4, the Company shall forthwith prepare a certificate to be executed by a member of the Board of Directors or one of its executive officers, setting forth, in reasonable detail, the event requiring the adjustment and the method by which such adjustment was calculated (including a description of the basis on which the Board of Directors of the Company determined the fair value of any evidences of indebtedness, shares of stock, other securities or property or warrants or other subscription or purchase rights), specifying the number of shares of Common Stock for which this Warrant is exercisable and (if such adjustment was made pursuant to Section 4.8 or 4.9) describing the number and kind of any other shares of stock or Other Property for which this Warrant is exercisable. In the event that (i) KKR 1996, if KKR 1996 shall then be a Holder of any Warrant, or (ii) the Majority Holders shall challenge any of the calculations set forth in such certificate within 20 days after the Company's notification thereof, the Company shall retain a firm of independent certified public accountants of national standing selected by the Company and, if KKR 1996 shall then be a Holder of any Warrant, reasonably acceptable to KKR 1996, to prepare and execute a certificate verifying the method by which the adjustment was calculated, the number of shares of Common Stock for which this Warrant is exercisable and (if such adjustment was made pursuant to Section 4.8 or 4.9) describing the number and kind of any other shares of stock or Other Property for which this Warrant is exercisable. The Company shall promptly cause a signed copy of any certificate prepared pursuant to this Section 5.1 to be delivered to each Holder in accordance with Section 15.2. The Company shall keep at its office or agency designated pursuant to Section 12 copies of all such certificates and cause the same to be available for inspection at said office during normal business hours by any Holder or any prospective purchaser of a Warrant designated by a Holder thereof. 5.2 Notice of Certain Corporate Action. The Holder of any Warrant shall be entitled to the same rights to receive notice of corporate action as any holder of Common Stock, except that the Holder shall receive five Business Days' notice of the completion of any Change of Control transaction. SECTION 6. NO IMPAIRMENT The Company shall not by any action including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder against impairment. Without limiting the generality of the foregoing, the Company will (a) take all such action as may be necessary -17- or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock upon the exercise of this Warrant, and (b) use its best efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof as may be necessary to enable the Company to perform its obligations under this Warrant. Upon the request of Holder, the Company will at any time during the period this Warrant is outstanding acknowledge in writing, in form reasonably satisfactory to Holder, the continuing validity of this Warrant and the obligations of the Company hereunder. SECTION 7. COMMON STOCK; RESERVATION AND AUTHORIZATION OF REGISTRATION WITH OR APPROVAL OF ANY GOVERNMENTAL AUTHORITY From and after the Issuance Date, the Company shall at all times reserve and keep available for issuance upon the exercise of Warrants such number of its authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of all outstanding Warrants. All shares of Common Stock that shall be so issuable, when issued upon exercise of any Warrant in accordance with the terms of such Warrant, shall be duly and validly issued and fully paid and nonassessable, and not subject to preemptive rights. Before taking any action that would result in an adjustment in the number of shares of Common Stock for which this Warrant is exercisable, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof. If any shares of Common Stock required to be reserved for issuance upon exercise of Warrants require registration or qualification with any governmental authority under any federal or state law (otherwise than as provided in Section 10) before such shares may be so issued, the Company will in good faith and as expeditiously as possible and at its expense endeavor to cause such shares to be duly registered or qualified, as the case may be. SECTION 8. TAKING OF RECORD; STOCK AND WARRANT TRANSFER BOOKS In the case of all dividends or other distributions by the Company to the holders of its Common Stock with respect to which any provision of Section 4 refers to the taking of a record of such holders, the Company will in each such case take such a record and will take such record as of the close of business on a Business Day. The Company will not at any time close its stock transfer books or Warrant transfer books so as to result in preventing or delaying the exercise or transfer of any Warrant. SECTION 9. RESTRICTIONS ON TRANSFERABILITY 9.1 Restrictive Legend. (a) Except as otherwise provided in this Section 9, each certificate for Warrant Stock initially issued upon the exercise of this Warrant, and each certificate for Warrant Stock issued to any transferee of any such certificate, shall be stamped or otherwise imprinted with a legend in substantially the following form: -18- "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND ARE SUBJECT TO THE CONDITIONS SPECIFIED IN A CERTAIN WARRANT DATED AUGUST 24, 2001, ORIGINALLY ISSUED BY PRIMEDIA INC. (THE "WARRANT"), AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, EXCHANGED, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF OR ENCUMBERED WITHOUT COMPLIANCE WITH THE PROVISIONS OF, AND ARE OTHERWISE RESTRICTED BY THE PROVISIONS OF, THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS THEREUNDER AND THE WARRANT. A COPY OF THE FORM OF SAID WARRANT IS ON FILE WITH THE SECRETARY OF PRIMEDIA INC. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY THE PROVISIONS OF SUCH WARRANT." (b) Except as otherwise provided in this Section 9, each Warrant shall be stamped or otherwise imprinted with a legend in substantially the following form: "NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, EXCHANGED, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF OR ENCUMBERED WITHOUT COMPLIANCE WITH THE PROVISIONS OF, AND ARE OTHERWISE RESTRICTED BY THE PROVISIONS OF, THE SECURITIES ACT OF 1933, AS AMENDED, THE RULES AND REGULATIONS THEREUNDER AND THIS WARRANT." 9.2 Restriction on Transfers. (a) Subject to Section 9.2(b) and (d) below, prior to any Transfer of any Warrants or any shares of Warrant Stock (other than a Transfer by a Holder to the Company), the Holder of such Warrants or Warrant Stock shall deliver to the Company (i) notice of such Transfer and (ii) an opinion from legal counsel to the Holder attesting to the compliance of such Transfer to the requirements of the Securities Act and this Section 9. Upon the Company's receipt of such notice and opinion, such Holder shall be entitled to Transfer such Warrants or such Warrant Stock in compliance with the Securities Act. Each certificate, if any, evidencing such shares of Warrant Stock issued upon such Transfer shall bear the restrictive legend set forth in Section 9.1(a), and each Warrant issued upon such Transfer shall bear the restrictive legend set forth in Section 9.1(b), unless such legend is not required in order to ensure compliance with the Securities Act. (b) Notwithstanding any other provision of this Warrant, the restrictions imposed by this Section 9 upon transferability of the Warrants and the Warrant Stock and the legend requirements of Section 9.1, shall terminate as to any particular Warrant or share of Warrant Stock when and so long as such security shall have been effectively registered under the Securities Act and disposed of pursuant thereto. Whenever the restrictions imposed by this Section 9 shall terminate as to this Warrant, as hereinabove -19- provided, the Holder hereof shall be entitled to receive from the Company, at the expense of the Company, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THIS WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON ____________, ____, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section 9 shall terminate as to any share of Warrant Stock, as hereinabove provided, the Holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such Common Stock not bearing the restrictive legend set forth in Section 9.1(a). (c) Notwithstanding anything in this Warrant to the contrary, in the event of a Tender Offer, the restrictive legends referred to in paragraphs 9.1(a) and 9.1(b) may be omitted from any Warrants or Warrant Stock sold by a Holder to the maker of the Tender Offer. (d) Notwithstanding anything in this Warrant to the contrary, no Holder may effect a Transfer to any Direct Competitor of the Company if such Transfer would result in such Direct Competitor owning a 5% or greater interest in the Company (assuming full exercise of the Warrants so Transferred). "Direct Competitor" shall mean a Person determined in good faith by the Company's Board of Directors to be a direct competitor of the Company. 9.3 Listing on Securities Exchange or NASDAQ. If the Company shall list any shares of Common Stock on any securities exchange or on NASDAQ, it will, at its expense, list thereon, maintain and, when necessary, increase such listing of, all shares of Common Stock issued or, to the extent permissible under the applicable securities exchange or NASDAQ rules, issuable upon the exercise of this Warrant so long as any shares of Common Stock shall be so listed during any such Exercise Period. 9.4 Covenant Regarding Consents. The Company hereby covenants to use its best efforts upon request of one or more Holders to seek any waivers or consents, or to take any other action required, to effectuate the exercise of this Warrant by any Holder, provided that this Section 9.4 shall not require the expenditure of any sums of money by the Company. SECTION 10. LOSS OR MUTILATION Upon receipt by the Company from any Holder of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of this Warrant and indemnity reasonably satisfactory to it (it being understood that a written indemnity of KKR 1996 or its affiliates shall be sufficient indemnity) and in case of mutilation upon surrender and cancellation hereof, the Company will execute and deliver in lieu hereof a new Warrant of like tenor to such Holder (without expense to the Holder); provided, in the case of mutilation, no indemnity shall be required if this Warrant in identifiable form is surrendered to the Company for cancellation. -20- SECTION 11. OFFICE OF THE COMPANY As long as any of the Warrants remain outstanding, the Company shall maintain an office or agency (which may be the principal executive offices of the Company) where the Warrants may be presented for exercise, registration of transfer, division or combination as provided in this Warrant. SECTION 12. FINANCIAL AND BUSINESS INFORMATION 12.1 Filings. The Company will file on or before the required date (including any permitted extensions) all required regular or periodic reports (pursuant to the Exchange Act) with the Commission and will deliver to each Holder of a Warrant or Warrant Stock promptly upon their becoming available one copy of each report, notice or proxy statement sent by the Company to its stockholders generally, and of each regular or periodic report (pursuant to the Exchange Act) and any registration statement, prospectus or written communication (other than transmittal letters) (pursuant to the Securities Act), filed by the Company with (i) the Commission or (ii) any securities exchange on which shares of Common Stock are listed. SECTION 13. LIMITATION OF LIABILITY No provision hereof, in the absence of affirmative action by the Holder hereof to receive shares of Common Stock, and no enumeration herein of the rights or privileges of the Holder hereof, shall give rise to any liability of such Holder for any value subsequently assigned to the Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company. SECTION 14. MISCELLANEOUS 14.1 Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of the Holder hereof shall operate as a waiver of such right or otherwise prejudice such Holder's rights, powers or remedies. If the Company fails to make, when due, any payments provided for hereunder, or fails to comply with any other provision of this Warrant, the Company shall pay to the Holder hereof such amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys' fees, including those of appellate proceedings, incurred by such Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder. 14.2 Notice Generally. Any notice, demand, request, consent, approval, declaration, delivery or other communication hereunder to be made pursuant to the provisions of this Warrant shall be sufficiently given or made if in writing and either delivered in person with receipt acknowledged or sent by registered or certified mail, return receipt requested, postage prepaid, or by confirmed facsimile, promptly followed by overnight delivery, addressed as follows: (a) If to any Holder, at its last known address appearing on the books of the Company maintained for such purpose. (b) If to the Company at: -21- PRIMEDIA Inc. 745 Fifth Avenue New York, NY 10151 Attn: Beverly C. Chell or at such other address as may be substituted by notice given as herein provided. The giving of any notice required hereunder may be waived in writing by the party entitled to receive such notice. Every notice, demand, request, consent, approval, declaration, delivery or other communication hereunder shall be deemed to have been duly given or served on the date on which personally delivered, with receipt acknowledged, or three (3) Business Days after the same shall have been deposited in the United States mail or upon receipt of facsimile confirmation after the same has been deposited for overnight delivery. 14.3 Successors and Assigns. Subject to the provisions of Sections 3.1, 9 and 10, this Warrant and the rights evidenced hereby shall inure to the benefit of and be binding upon the successors of the Company and the successors and assigns of the Holder hereof. The provisions of this Warrant are intended to be for the benefit of all Holders from time to time of this Warrant, and shall be enforceable by any such Holder. Without limitation to the foregoing, in the event that KKR 1996 distributes or otherwise transfers any shares of the Registrable Securities to any of its present or future general or limited partners, the Company hereby acknowledges that the registration rights granted pursuant to the Registration Rights Agreement shall be transferred to such partner or partners on a pro rata basis, and that at or after the time of any such distribution or transfer, any such partner or group of partners may designate a Person to act on its behalf in delivering any notices or making any requests hereunder. 14.4 Amendment. This Warrant and all other Warrants may be modified or amended or the provisions hereof waived with the written consent of the Company and holders of Warrants exercisable for in excess of 50% of the aggregate number of shares of Common Stock then receivable upon exercise of all Warrants whether or not then exercisable, provided that no such Warrant may be modified or amended in a manner which is adverse to KKR 1996 or any of its successors or assigns, so long as such Person holds any Warrants or Warrant Stock, without the prior written consent of such Person. 14.5 Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Warrant. 14.6 Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant. 14.7 GOVERNING LAW; CONSENT TO JURISDICTION AND VENUE. IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS AGREEMENT AND THE OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. -22- EACH OF THE COMPANY AND EACH HOLDER CONSENTS TO PERSONAL JURISDICTION, WAIVES ANY OBJECTION AS TO JURISDICTION OR VENUE, AND AGREES NOT TO ASSERT ANY DEFENSE BASED ON LACK OF JURISDICTION OR VENUE, IN THE COUNTY OF NEW YORK, STATE OF NEW YORK. THE PARTIES AGREE TO SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS WARRANT CERTIFICATE AND THE WARRANTS EVIDENCED HEREBY. SERVICE OF PROCESS ON THE COMPANY OR ANY HOLDER IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE EFFECTIVE IF MAILED TO SUCH PARTY IN ACCORDANCE WITH THE PROCEDURES AND REQUIREMENTS SET FORTH IN SECTION 14.2. 14.8 MUTUAL WAIVER OF JURY TRIAL. BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM, THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TO ENFORCE OR DEFEND ANY RIGHTS OR REMEDIES UNDER THIS AGREEMENT. IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed and its corporate seal to be impressed hereon. Dated: August 24, 2001 PRIMEDIA Inc. By: _____________________________ Name: Title: EXHIBIT A SUBSCRIPTION FORM [To be executed only upon exercise of Warrant] The undersigned registered owner of this Warrant irrevocably exercises this Warrant for _______ shares of Common Stock of PRIMEDIA Inc., all on the terms and conditions specified in this Warrant and / / herewith tenders payment of the Aggregate Exercise Price for the number of shares of Common Stock specified above to the order of PRIMEDIA Inc. in the amount of $_________ in accordance with the terms hereof; The undersigned registered owner of this Warrant irrevocably exercises this Warrant in respect of _______ shares of Common Stock of PRIMEDIA Inc., all on the terms and conditions specified in this Warrant and / / elects not to pay the Aggregate Exercise Price with respect to the shares of Common Stock specified above and, in lieu thereof, elects to surrender this Warrant (or the relevant portion thereof) in exchange for such number of shares of Common Stock having an aggregate value equal to the difference between (x) the aggregate Fair Market Value of the number of shares of Common Stock specified above and (y) the Aggregate Exercise Price in respect of such number of shares. The undersigned requests that certificates for [all] [_________ of] the shares of Common Stock hereby received (and any securities or other property issuable upon such exercise) be issued in the name of and delivered to ______________________ _______________________________ whose address is ________________________________ [add any additional names and addresses together with the number of shares of Common Stock (and any securities or other property issuable upon such exercise) to be issued to such person or entity)] and, if such shares of Common Stock shall not include all of the shares of Common Stock issuable as provided in this Warrant, that a new Warrant of like tenor and date for the balance of the shares of Common Stock issuable hereunder be delivered to the undersigned. - ------------------------------ (Name of Registered Owner) - ------------------------------ (Signature of Registered Owner) - ------------------------------ (Street Address) - ------------------------------ (City) (State) (Zip Code) NOTICE: The signature on this subscription must correspond with the name as written upon the face of the within Warrant in every particular, without alteration or enlargement or any change whatsoever. EXHIBIT B ASSIGNMENT FORM FOR VALUE RECEIVED the undersigned registered owner of this Warrant hereby sells, assigns and transfers unto the Assignee named below all of the rights of the undersigned under this Warrant, with respect to the number of shares of Common Stock, adjusted as of the date of this assignment as provided in the Warrant, set forth below: No. of Shares of Name and Address of Assignee Common Stock - ---------------------------- ---------------- and does hereby irrevocably constitute and appoint __________ __________________ attorney-in-fact to register such transfer on the books of PRIMEDIA Inc. maintained for the purpose, with full power of substitution in the premises. Dated: _______________________________ Print Name: _______________________________ Signature: __________________________ Witness: ____________________________ NOTICE: The signature on this subscription must correspond with the name as written upon the face of the within Warrant in every particular, without alteration or enlargement or any change whatsoever. EX-4 6 exhibit4.txt 2ND AMENDED AND RESTATED REGISTRATION RIGHTS AGMT 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. 2 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 3 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 4 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 5 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; 6 (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 7 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, 8 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 9 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 10 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. 11 (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. 745 Fifth Avenue New York, New York 10151 Attention: Beverly C. Chell, Esq. With a copy to: Simpson Thacher & Bartlett 425 Lexington Avenue 22nd Floor New York, New York 10017-3909 Attention: Gary I. Horowitz, Esq. (ii) if to MA Associates, FP Associates, Magazine Associates, Publishing Associates, Channel One Associates or KKR 1996, to: c/o Kohlberg Kravis Roberts & Co. 9 West 57th Street Suite 4250 New York, New York 10019 Attention: Perry Golkin 12 With a copy to: Latham & Watkins 885 Third Avenue Suite 1000 New York, New York 10022 Attention: Scott Bowie, Esq. (iii) If to Partners, to: KKR Partners II, L.P. c/o Kohlberg Kravis Roberts & Co. 9 West 57th Street Suite 4250 New York, New York 10019 Attention: Perry Golkin With a copy to: Latham & Watkins 885 Third Avenue Suite 1000 New York, New York 10022 Attention: Scott Bowie, 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/ Beverly Chell Title: Vice-Chairman KKR 1996 FUND L.P. By: KKR Associates 1996 L.P. Its General Partner By: KKR 1996 GP LLC By: /s/ Michael Tokarz A Member MA ASSOCIATES, L.P. By: KKR Associates, L.P. Its General Partner By: /s/ Michael Tokarz A General Partner FP ASSOCIATES, L.P. By: KKR Associates, L.P. Its General Partner By: /s/ Michael Tokarz A General Partner MAGAZINE ASSOCIATES, L.P. By: KKR Associates, L.P. Its General Partner By: /s/ Michael Tokarz A General Partner 15 PUBLISHING ASSOCIATES, L.P. By: KKR Associates, L.P. Its General Partner By: /s/ Michael Tokarz A General Partner CHANNEL ONE ASSOCIATES, L.P. By: KKR Associates, L.P. Its General Partner By: /s/ Michael Tokarz A General Partner KKR PARTNERS II, L.P. By: KKR Associates, L.P. Its General Partner By: /s/ Michael Tokarz A General Partner -----END PRIVACY-ENHANCED MESSAGE-----