FORM OF EXCHANGE AGENT AGREEMENTExchange Agent Agreement • November 1st, 2004 • About, Inc. • Periodicals: publishing or publishing & printing • New York
PRIMEDIA Inc., a Delaware corporation (the "Company") proposes to make an offer (the "Exchange Offer") to exchange all of its outstanding Series A Senior Floating Rate Notes due 2010 (the "Old Notes") for its Series B Senior Floating Rate Notes due 2010 (the "New Notes"). The terms and conditions of the Exchange Offer as currently contemplated are set forth in a prospectus, dated , 2004 (the "Prospectus"), proposed to be distributed to all record holders of the Old Notes. The Old Notes and the New Notes are collectively referred to herein as the "Notes."
REGISTRATION RIGHTS AGREEMENT Dated as of May 14, 2004 by and among PRIMEDIA Inc. The Guarantors listed herein and Banc of America Securities LLC Citigroup Global Markets Inc. J.P. Morgan Securities Inc.Registration Rights Agreement • November 1st, 2004 • About, Inc. • Periodicals: publishing or publishing & printing • New York
PRIMEDIA INC.,About, Inc. • May 27th, 2004 • Periodicals: publishing or publishing & printing • New York
INDENTURE, dated as of , between PRIMEDIA INC., a Delaware corporation, as issuer, (the “Issuer”) the Persons listed on Schedule I hereto (each a "Guarantor" and collectively the "Guarantors") and THE BANK OF NEW YORK, a New York banking corporation, as trustee (the “Trustee”).
SUBSIDIARY GUARANTYAbout, Inc. • November 1st, 2004 • Periodicals: publishing or publishing & printing • New York
GUARANTY, dated as of May 14, 2004, made by the undersigned (each a "Guarantor" and together with any other entity that becomes a party hereto pursuant to Section 26 hereof, the "Guarantors"). Except as otherwise defined herein, terms used herein and defined in the Credit Agreement (as hereinafter defined) shall be used herein as therein defined.
CREDIT AGREEMENT among PRIMEDIA INC., VARIOUS LENDING INSTITUTIONS, BANK OF AMERICA, N.A., as SYNDICATION AGENT, CITICORP NORTH AMERICA, INC. as CO- SYNDICATION AGENT, and JPMORGAN CHASE BANK, as ADMINISTRATIVE AGENTCredit Agreement • November 1st, 2004 • About, Inc. • Periodicals: publishing or publishing & printing • New York
CREDIT AGREEMENT, dated as of May 14, 2004, among PRIMEDIA INC., a Delaware corporation (the "Borrower"), the lending institutions listed from time to time on Annex I hereto (each a "Bank" and, collectively, the "Banks"), BANK OF AMERICA, N.A. as Syndication Agent (the "Syndication Agent"), CITICORP NORTH AMERICA, INC., as Co-Syndication Agent, and JPMORGAN CHASE BANK, as Administrative Agent (the "Administrative Agent"). Unless otherwise defined herein, all capitalized terms used herein and defined in Section 10 are used herein as so defined.
SECOND AMENDMENTAbout, Inc. • November 1st, 2004 • Periodicals: publishing or publishing & printing • New York
SECOND AMENDMENT (this "Second Amendment"), dated as of April 29, 2004, among PRIMEDIA INC., a Delaware corporation (the "Borrower"), the lending institutions listed from time to time party to the Credit Agreement referred to below (each a "Bank" and, collectively, the "Banks"), BANK OF AMERICA, N.A. as Syndication Agent (the "Syndication Agent"), THE BANK OF NEW YORK and THE BANK OF NOVA SCOTIA, as Co-Documentation Agents, (in such capacity, the "Co-Documentation Agents") and JPMORGAN CHASE BANK (f/k/a The Chase Manhattan Bank), as Administrative Agent (the "Administrative Agent"). Unless otherwise defined herein, all capitalized terms used herein and defined in the Credit Agreement referred to below are used herein as therein defined.
