Primedia 8K Consent Under Credit Agreement | SEC 13 Apr 05

Exhibit 99.1

CONSENT UNDER CREDIT AGREEMENT

CONSENT UNDER CREDIT AGREEMENT (this "Consent"), dated as of April 8, 2005, among PRIMEDIA INC., a Delaware corporation (the "Borrower"), the undersigned lending institutions party to the Credit Agreement referred to below (each a "Consenting Lender" and, collectively, the "Consenting Lenders"), BANK OF AMERICA, N.A. as Syndication Agent (in such capacity, 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, N.A. (formerly known as JPMorgan Chase Bank), as Administrative Agent (in such capacity, 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.

W I T N E S S E T H:

WHEREAS, the Borrower, the Lenders, the Syndication Agent, the Co-Documentation Agents and the Administrative Agent have entered into a Credit Agreement, dated as of June 20, 2001 (as amended, modified or supplemented through, but not including, the date hereof the "Credit Agreement"); and

WHEREAS, the parties hereto wish to provide their consents under the Credit Agreement on the terms and conditions set forth herein with respect to the Consented Transactions (as defined below);

NOW, THEREFORE, it is agreed;

A.: Consent Under the Credit Agreement

Notwithstanding anything to the contrary contained in the Credit Agreement, the Consenting Lenders hereby agree:

(i): the Borrower may redeem or repurchase shares of its $10.00 Series D Exchangeable Preferred Stock up to an aggregate purchase or redemption price equal to $168,000,000 of the liquidation preference thereof plus accrued but unpaid dividends thereon and any applicable premium with respect thereto (such redemption or repurchase, the "Series D Preferred Repurchase"); and
(ii): the Borrower may redeem or repurchase shares of its $9.20 Series F Exchangeable Preferred Stock up to an aggregate purchase or redemption price equal to $96,000,000 of the liquidation preference thereof plus accrued but unpaid dividends thereon and any applicable premium with respect thereto (such redemption or repurchase, the "Series F Preferred Repurchase" and, together with the Series D Preferred Repurchase, the "Consented Transactions" and each, a "Consented Transaction");

provided that (I) each Consented Transaction is consummated after the Consent Effective Date (as defined below), but prior to May 31, 2005, (II) after the Consent Effective Date, but prior to, or concurrently with, the consummation of any Consented Transaction, the Borrower shall have made or shall make, as the case may be, (1) a repayment of (x) the Term Loans A in an aggregate principal amount of at least $5,000,000 and (y) the Term Loans B in an aggregate principal amount of at least $35,000,000, in each case, together with accrued interest thereon and in accordance with Section 4.01 of the Credit Agreement and (2) a permanent reduction to the Total Unutilized Revolving Loan Commitment in an aggregate amount of at least $30,000,000 in accordance with Section 3.02 of the Credit Agreement. It is understood and agreed that (a) the consents and agreements made pursuant to this Section A are subject to, and conditioned upon, the Borrower complying with each of the requirements set forth in the immediately preceding proviso and (b) subject to the immediately preceding clause (a), the Lenders hereby waive any Default or Event of Default arising solely from the Consented Transactions consummated in accordance with the terms hereof.

B.: Miscellaneous Provisions

1. In order to induce the Consenting Lenders to enter into this Consent, the Borrower hereby represents and warrants to each of the Lenders that (i) all of the representations and warranties contained in the Credit Agreement and in the other Credit Documents are true and correct in all material respects on and as of the Consent Effective Date, both before and after giving effect to this Consent (unless such representations and warranties relate to a specific earlier date, in which case such representations and warranties shall be true and correct as of such earlier date), and (ii) there exists no Default or Event of Default on the Consent Effective Date, both before and after giving effect to this Consent.

2. This Consent is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement or any other Credit Document.

3. This Consent may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts executed by all the parties hereto shall be lodged with the Borrower and the Administrative Agent.

4. THIS CONSENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.

5. This Consent shall become effective on the date (the "Consent Effective Date") when the Borrower and Consenting Lenders constituting the Required Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of telecopier) the same to the Administrative Agent at the Notice Office.

6. From and after the Consent Effective Date, all references in the Credit Agreement and in the other Credit Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement as modified hereby.

* * *

IN WITNESS WHEREOF, the undersigned have caused this Consent to be duly executed and delivered as of the date first above written.

		PRIMEDIA INC.
		By:	/s/ MATTHEW A. FLYNN Title: CFO

[Signature Page to the Consent to the 2001 Credit Agreement]

		JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), Individually and as Administrative Agent
		By:	/s/ JOAN M. FITZGIBBON Title: Managing Director

		CITIBANK N.A.
		By:	/s/ HECTOR GUENTHER Title: Vice President

		THE BANK OF NEW YORK
		By:	/s/ STEVEN J. CORRELL Title: Vice President

		TORONTO DOMINION (NEW YORK), LLC
		By:	/s/ MASOOD FIKREE Title: Authorized Signatory

		MORGAN STANLEY PRIME INCOME TRUST
		By:	/s/ ELIZABETH BODISCH Title: Authorized Signatory

		OLYMPIC CLO I
		By:	/s/ JOHN M. CASPARIAN Title: Chief Operating Officer Centre Pacific, Manager

		GENERAL ELECTRIC CAPITAL CORPORATION
		By:	/s/ MARIE G. MOLLO Title: Duly Authorized Signatory

		FLEET NATIONAL BANK
		By:	/s/ THOMAS J. KANE Title: Senior Vice President

		BANK OF AMERICA, N.A.
		By:	/s/ THOMAS J. KANE Title: Senior Vice President

		SMOKY RIVER CDO, L.P.,
		By:	RBC Leveraged Capital as Portfolio Advisor
		By:	/s/ LEE SHAIMAN Title: Authorized Signatory

		LONGHORN CDO (CAYMAN) LTD
		By:	Merrill Lynch Investment Managers, L.P. as Investment Advisor
		By:	/s/ GREGORY SPENCER Title: Authorized Signatory

		LONGHORN CDO III, LTD.
		By:	Merrill Lynch Investment Managers, L.P. as Investment Advisor
		By:	/s/ GREGORY SPENCER Title: Authorized Signatory

		FLOATING RATE INCOME STRATEGIES FUND, INC.
		By:	/s/ GREGORY SPENCER Title: Authorized Signatory

		MASTER SENIOR FLOATING RATE TRUST
		By:	/s/ GREGORY SPENCER Title: Authorized Signatory

		WINDSOR LOAN FUNDING, LIMITED
		By:	Stanfield Capital Partners LLC as its Investment Manager
		By:	/s/ CHRISTOPHER JANSEN Title: Managing Partner

		HAMILTON CDO, LTD.
		By:	Stanfield Capital Partners LLC as its Collateral Manager
		By:	/s/ CHRISTOPHER JANSEN Title: Managing Partner

		STANFIELD CARRERA CLO, LTD.
		By:	Stanfield Capital Partners LLC as its Asset Manager
		By:	/s/ CHRISTOPHER JANSEN Title: Managing Partner

		STANFIELD QUATTRO CLO, LTD.
		By:	Stanfield Capital Partners LLC as its Collateral Manager
		By:	/s/ CHRISTOPHER JANSEN Title: Managing Partner

		VAN KAMPEN SENIOR INCOME TRUST
			By:Van Kampen Asset Management
		By:	/s/ CHRISTINA JAMIESON Title: Executive Director

		VAN KAMPEN SENIOR LOAN FUND
		By:	Van Kampen Asset Management
		By:	/s/ CHRISTINA JAMIESON Title: Executive Director

		VAN KAMPEN CLO II, LIMITED
		By:	Van Kampen Asset Management as Collateral Manager
		By:	/s/ CHRISTINA JAMIESON Title: Executive Director

		VAN KAMPEN SENIOR INCOME TRUST
		By:	Van Kampen Asset Management
		By:	/s/ CHRISTINA JAMIESON Title: Executive Director

		C.M. LIFE INSURANCE COMPANY
		By:	Babson Capital Management LLC as Investment Sub-Adviser
		By:	/s/ ADRIENNE P. MUSGNUG Title: Managing Director

		MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
		By:	Babson Capital Management LLC as Investment Adviser
		By:	/s/ ADRIENNE P. MUSGNUG Title: Managing Director

		APEX (IDM) CDO I, LTD. ELC (CAYMAN) LTD. 1999-II SUFFIELD CLO, LIMITED TRYON CLO LTD. 2000-I
		By:	Babson Capital Management LLC as Collateral Manager
		By:	/s/ ADRIENNE P. MUSGNUG Title: Managing Director

		SIMBURY CLO, LIMITED
		By:	Babson Capital Management LLC under delegated authority from Massachusetts Mutual Life Insurance Company as Collateral Manager
		By:	/s/ ADRIENNE P. MUSGNUG Title: Managing Director

		BILL & MELINDA GATES FOUNDATION
		By:	Babson Capital Management LLC as Investment Adviser
		By:	/s/ ADRIENNE P. MUSGNUG Title: Managing Director

		CLYDESDALE CLO 2001-I, LTD
		By:	Nomura Corporate Research and Asset Management Inc. as Collateral Manager
		By:	/s/ ELIZABETH MACLEAN Title: Director

		CLYDESDALE CLO 2003 LTD.
		By:	Nomura Corporate Research and Asset Management Inc. as Collateral Manager
		By:	/s/ ELIZABETH MACLEAN Title: Director

		CLYDESDALE STRATEGIC CLO I, LTD
		By:	Nomura Corporate Research and Asset Management Inc. as Investment Manager
		By:	/s/ ELIZABETH MACLEAN Title: Director

		NCRAM LOAN TRUST
		By:	Nomura Corporate Research and Asset Management Inc. as Investment Adviser
		By:	/s/ ELIZABETH MACLEAN Title: Director

		GOLDENTREE HIGH YIELD OPPORTUNITIES I, LP
		By:	GoldenTree Asset Management, LP
		By:	/s/ FREDERICK S. HADDAD Title: Portfolio Manager

		GOLDENTREE HIGH YIELD OPPORTUNITIES II, LP
		By:	GoldenTree Asset Management, LP
		By:	/s/ FREDERICK S. HADDAD Title: Portfolio Manager

		GOLDENTREE LOAN OPPORTUNITIES I, LIMITED
		By:	GoldenTree Asset Management, LP
		By:	/s/ FREDERICK S. HADDAD Title: Portfolio Manager

		GOLDENTREE LOAN OPPORTUNITIES II, LIMITED
		By:	GoldenTree Asset Management, LP
		By:	/s/ FREDERICK S. HADDAD Title: Portfolio Manager

		Union Bank of California, N.A.
		By:	/s/ MATTHEW FLEMING Title: Vice President

		LOAN FUNDING VI LLC, for itself or as Agent for Corporate Loan Funding VI LLC
		By:	/s/ DEAN T. CRIARES Title: Managing Director

		SANKATY ADVISORS, LLC as Collateral Manager for Race Point II CLO, Limited as Term Lender
		By:	/s/ TIMOTHY BARNS Title: Senior Vice President

		SANKATY ADVISORS, LLC as Collateral Manager for Avery Point CLO, LTD., as Term Lender
		By:	/s/ TIMOTHY BARNS Title: Senior Vice President

		SANKATY ADVISORS, LLC as Collateral Manager for Loan Funding XI LLC, as Term Lender
		By:	/s/ TIMOTHY BARNS Title: Senior Vice President

		SANKATY ADVISORS, LLC as Collateral Manager for Brant Point II CBO 2000-1 LTD., as Term Lender
		By:	/s/ TIMOTHY BARNS Title: Senior Vice President

		PRIME RATE TRUST
		By:	ING Investment Management, Co. as its investment manager
		By:	/s/ MOHAMED BASMA Title: Vice President

		SEQUILS-PILGRAM I, LTD
		By:	ING Investments, LLC as its investment manager
		By:	/s/ MOHAMED BASMA Title: Vice President

		ML CLO XX PILGRAM AMERICA (CAYMAN) LTD,
		By:	ING Investments, LLC as its investment manager
		By:	/s/ MOHAMED BASMA Title: Vice President

		ML CLO XV PILGRAM AMERICA (CAYMAN) LTD,
		By:	ING Investments, LLC as its investment manager
		By:	/s/ MOHAMED BASMA Title: Vice President

		ING SENIOR INCOME FUND
		By:	ING Investment Management, Co. as its investment manager
		By:	/s/ MOHAMED BASMA Title: Vice President

		ROSEMONT CLO, LTD.
		By:	Deerfield Capital Management LLC as its Collateral Manager
		By:	/s/ MARK E. WITTNEBEL Title: Senior Vice President

		LONG GROVE CLO, LIMITED
		By:	Deerfield Capital Management LLC as its Collateral Manager
		By:	/s/ MARK E. WITTNEBEL Title: Senior Vice President

		CUMBERLAND II CLO, LTD.
		By:	Deerfield Capital Management LLC as its Collateral Manager
		By:	/s/ MARK E. WITTNEBEL Title: Senior Vice President

		LCM III, LTD.
		By:	Lyon Capital Management LLC, as Attorney-in-Fact
		By:	/s/ ALEXANDER B. KENNA Title: Portfolio Manager

		LCM IV, LTD.
		By:	Lyon Capital Management LLC, as Attorney-in-Fact
		By:	/s/ ALEXANDER B. KENNA Title: Portfolio Manager

		INDOSUEZ CAPITAL FUNDING VI, LIMITED
		By:	Lyon Capital Management LLC, as Collateral Agent
		By:	/s/ ALEXANDER B. KENNA Title: Portfolio Manager

		INDOSUEZ CAPITAL FUNDING III, LIMITED
		By:	/s/ ALEXANDER B. KENNA Title: Authorized Signatory

		INDOSUEZ CAPITAL FUNDING IIA, LIMITED
		By:	/s/ ALEXANDER B. KENNA Title: Authorized Signatory

		THE BANK OF NOVA SCOTIA
		By:	/s/ VINCENT J. FITZGERALD, JR. Title: Authorized Signatory

		SAWGRASS TRADING LLC
		By:	/s/ MEREDITH J. KOSLICK Title: Assistant Vice President

		MUIRFIELD TRADING LLC
		By:	/s/ MEREDITH J. KOSLICK Title: Assistant Vice President

		HARBOUR TOWN FUNDING LLC
		By:	/s/ MEREDITH J. KOSLICK Title: Assistant Vice President

		APEX (TRIMARAN) CDO I, LTD.
		By:	Trimaran Advisors, L.L.C.
		By:	/s/ DAVID M. MILLISON Title: Managing Director

		GALAXY CLO 2003-I LTD
		By:	AIG Global Investment Corp. as Collateral Manager
		By:	/s/ W. JEFFREY BAXTER Title: Vice President

		SUNAMERICA LIFE INSURANCE COMPANY
		By:	AIG Global Investment Corp. Its Investment Advisor
		By:	/s/ W. JEFFREY BAXTER Title: Vice President

		GALAXY CLO 1999-I LTD
		By:	AIG Global Investment Corp. as Collateral Manager
		By:	/s/ W. JEFFREY BAXTER Title: Vice President

		NORTHWOODS CAPITAL III, LIMITED
		By:	Angelo, Gordon & Co., L.P. as Collateral Manager
		By:	/s/ JOHN W. FRASER Title: Managing Director

		CARLYLE HIGH YIELD PARTNERS II, LTD.
		By:	/s/ LINDA PACE Title: Managing Director

		CARLYLE HIGH YIELD PARTNERS III, LTD.
		By:	/s/ LINDA PACE Title: Managing Director

		CARLYLE HIGH YIELD PARTNERS IV, LTD.
		By:	/s/ LINDA PACE Title: Managing Director

		CARLYLE HIGH YIELD PARTNERS VI, LTD.
		By:	/s/ LINDA PACE Title: Managing Director

		CARLYLE LOAN OPPORTUNITY FUND
		By:	/s/ LINDA PACE Title: Managing Director

		CARLYLE LOAN INVESTMENT, LTD.
		By:	/s/ LINDA PACE Title: Managing Director

		ATRIUM CDO
		By:	/s/ LINDA R. KARN Title: Authorized Signatory

		ATRIUM III
		By:	/s/ LINDA R. KARN Title: Authorized Signatory

		CSAM FUNDING I
		By:	/s/ LINDA R. KARN Title: Authorized Signatory

		CSAM FUNDING IV
		By:	/s/ LINDA R. KARN Title: Authorized Signatory

		CREDIT SUISSE ASSET MANAGEMENT SYNDICATED LOAN FUND
		By:	/s/ LINDA R. KARN Title: Authorized Signatory

		FIRST DOMINION FUNDING I
		By:	/s/ LINDA R. KARN Title: Authorized Signatory

		FIRST DOMINION FUNDING II
		By:	/s/ LINDA R. KARN Title: Authorized Signatory

		FIRST DOMINION FUNDING III
		By:	/s/ LINDA R. KARN Title: Authorized Signatory

		CELEBRITY CLO LIMITED
		By:	TCW Advisors, Inc., as Agent
		By:	/s/ MATTHEW A. MILLER Title: Managing Director
		By:	/s/ JONATHAN R. INSULL Title: Managing Director

		C-SQUARED CDO LTD.
		By:	TCW Advisors, Inc., as its Portfolio Manager
		By:	/s/ MATTHEW A. MILLER Title: Managing Director
		By:	/s/ JONATHAN R. INSULL Title: Managing Director

		TCW SELECT LOAN FUND, LIMITED
		By:	TCW Advisors, Inc., as its Collateral Manager
		By:	/s/ MATTHEW A. MILLER Title: Managing Director
		By:	/s/ JONATHAN R. INSULL Title: Managing Director

		FIRST 2004-1 CLO, LTD.
		By:	TCW Advisors, Inc., as its Collateral Manager
		By:	/s/ MATTHEW A. MILLER Title: Managing Director
		By:	/s/ JONATHAN R. INSULL Title: Managing Director

		FIRST 2004-II CLO, LTD.
		By:	TCW Advisors, Inc., as its Collateral Manager
		By:	/s/ MATTHEW A. MILLER Title: Managing Director
		By:	/s/ JONATHAN R. INSULL Title: Managing Director

		VELOCITY CLO, LTD.
		By:	TCW Advisors, Inc., as its Collateral Manager
		By:	/s/ MATTHEW A. MILLER Title: Managing Director
		By:	/s/ JONATHAN R. INSULL Title: Managing Director

		EASTMAN HILL FUNDING I, LIMITED
		By:	TCW Asset Management Company, as its Collateral Manager
		By:	/s/ MATTHEW A. MILLER Title: Managing Director
		By:	/s/ JONATHAN R. INSULL Title: Managing Director

		KZH SOLEIL LLC
		By:	/s/ HI HUA Title: Authorized Agent

		KZH SOLIEL-2 LLC
		By:	/s/ MATTHEW A. MILLER Title: Authorized Agent

		FRANKLIN CLO I, LIMITED
		By:	/s/ TYLER CHAN Title: Vice President

		FRANKLIN CLO II, LIMITED
		By:	/s/ TYLER CHAN Title: Vice President

		FRANKLIN FLOATING RATE DAILY ACCESS FUND
		By:	/s/ TYLER CHAN Title: Vice President

		FRANKLIN FLOATING RATE TRUST
		By:	/s/ TYLER CHAN Title: Vice President

		FRANKLIN FLOATING RATE MASTER SERIES
		By:	/s/ TYLER CHAN Title: Vice President

		FRANKLIN TEMPLETON LIM DURATION INCOME TRUST
		By:	/s/ TYLER CHAN Title: Vice President

Primedia Inactive 8-KConsent Under Credit Agreement