EXHIBIT 99.3(b)
FORM OF EXCHANGE AGENCY AGREEMENT
The Bank of New York
101 Barclay Street-12W
New York, New York 10286
Attention: Corporate Trust Administration
Dear Sirs:
PRIMEDIA Inc. (the "Company"), a Delaware corporation, proposes to
offer to exchange (the "Preferred Stock Exchange Offer") one share of its
$8.625 Series H Exchangeable Preferred Stock, par value $.01 per share,
liquidation preference $100.00 per share (the "New Preferred Stock"), which
will have been registered under the Securities Act of 1933, as amended (the
"Securities Act"), for each outstanding share of its $8.625 Series G
Exchangeable Preferred Stock, par value $.01 per share, liquidation
preference $100.00 per share (the "Old Preferred Stock") of which 2,500,000
shares are outstanding.
The Preferred Stock Exchange Offer will commence on , 1998
and will expire at 12:00 a.m., New York City time, on , 1998, unless
the Company extends the offer by notice to you.
1. APPOINTMENT AS EXCHANGE AGENT. Subject to your acceptance
hereof, the Company appoints you as the Exchange Agent for the purposes and
upon the terms and conditions set forth herein. In this connection, the
Company has enclosed the Exchange Documents (as defined below) and certified
copies of resolutions of the Company's Board of Directors approving the
Preferred Stock Exchange Offer and authorizing the officers of the Company to
enter into this Agreement and to carry out the transactions contemplated by
the Preferred Stock Exchange Offer.
2. COMPENSATION. The Company hereby agrees to pay you a fee for
your services hereunder as previously agreed to with you.
3. RECEIPT OF TENDERS. You shall receive all tenders of the Old
Preferred Stock and determine whether each such tender has been made in
accordance with the procedures set forth in the Prospectus relating to the
Preferred Stock Exchange Offer dated , 1998 (the "Prospectus") and
the Letter of Transmittal described therein (the "Letter of Transmittal"),
subject to the right of the Company to determine the validity of any tender,
as described in the Prospectus.
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You shall segregate all tenders which are in accordance with the
procedures set forth in the Prospectus and the Letter of Transmittal from those
which are not ("Defective Deposits"). Upon consultation with the Company or its
representatives, you shall use your best efforts to cause holders who effected
any Defective Deposit to cure such Defective Deposit.
You will hold all items which are deposited for tender with you
after 12:00 a.m., New York City time, on the date the Preferred Stock
Exchange Offer expires pending further instructions from an officer of the
Company.
4. EXCHANGE DOCUMENTS. At the request of the Company you shall
furnish copies of any or all of the Prospectus, the Letter of Transmittal and
the Notice of Guaranteed Delivery (collectively, the "Exchange Documents")
promptly to any person designated in such request. All mailings under this
Section shall be by first class mail, postage prepaid, unless otherwise
specified in such request. The Company will furnish you with such additional
copies of the Exchange Documents as you may request to fulfill your obligations
under this Section.
5. NOTIFICATION OF CHANGES IN THE PREFERRED STOCK EXCHANGE OFFER.
At the request of the Company, you shall notify tendering holders of the Old
Preferred Stock in the event of any rescission or modification of the
Preferred Stock Exchange Offer. In the event of any such rescission, you
will return all tendered Old Preferred Stock to the persons entitled thereto,
at the request of the Company.
6. DELIVERY OF NEW PREFERRED STOCK. As soon as practicable after
, 1998 and after each period of extension of the Preferred Stock
Exchange Offer, you shall complete and countersign the certificates for New
Preferred Stock to which holders who have tendered their New Preferred Stock
are entitled, and deliver the New Preferred Stock in the manner requested in
the Letter of Transmittal relating to a valid tender, but only upon receipt
by you of oral or written notice from Ann M. Riposanu of the Company of
acceptance by the Company of such Old Preferred Stock for exchange. The New
Preferred Stock shall be registered as set forth in the Letter of Transmittal
and delivered to the address specified in each such Letter of Transmittal.
You shall have no obligation to deliver any certificates for New
Preferred Stock unless the Company has ordered you as Registrar and Transfer
Agent for the New Preferred Stock, to countersign such New Preferred Stock
certificates and you have received New Preferred Stock certificates sufficient
to make deliveries thereof.
7. RETURN OF OLD PREFERRED STOCK. Subject to Section 3, you shall
return, in accordance with the Letter of Transmittal, any Old Preferred Stock
not validly tendered.
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8. LIMITED LIABILITY OF EXCHANGE AGENT. As Exchange Agent you:
(a) shall have no duties or obligations other than those specifically
set forth herein;
(b) will not be required to and will make no representations and have
no responsibilities as to the validity, sufficiency, value or genuineness
of (i) any Old Preferred Stock, any Exchange Documents deposited with you,
or any New Preferred Stock delivered by you pursuant to the Preferred
Stock Exchange Offer or (ii) any signatures or endorsements, other than
your own;
(c) shall not be obligated to take any action hereunder that might in
your judgment involve any expense or liability unless you have been
furnished with reasonable indemnity;
(d) shall not be liable for any action taken or omitted by you, or
any action suffered by you to be taken or omitted, without negligence,
misconduct or bad faith on your part, in connection with this Agreement or
your compliance with the instructions set forth herein or with any written
or oral instructions delivered to you pursuant hereto, and may rely on, and
shall be protected in acting on, any certificate, instrument, opinion,
notice, letter, telegram or other document, or any security, delivered to
you and reasonably believed by you to be genuine and to have been signed by
a proper party or parties;
(e) may rely on, and shall be protected in acting on, the written or
oral instructions, with respect to any matter relating to your duties as
Exchange Agent, of any officer of the Company; and
(f) may consult counsel satisfactory to you (including counsel for
the Company) and the advice of such counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or
omitted by you hereunder in good faith and in accordance with such advice
of such counsel.
9. INDEMNIFICATION OF EXCHANGE AGENT. The Company agrees to
reimburse you for, to indemnify you against and hold you harmless from all
liability, cost or expense (including reasonable counsel fees and expenses) that
may be paid, incurred or suffered by you or to which you may become subject
without
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negligence, wilful misconduct or bad faith on your part, arising out of or in
connection with this Agreement.
10. NOTICES. Except as otherwise expressly provided herein, all
notices and other communications hereunder shall be in writing, shall be
delivered by hand or first class mail, postage prepaid, shall be deemed given
when received and shall be sent to the addresses listed below or to such other
addresses as the addressee shall designate from time to time by notice:
Company: PRIMEDIA Inc.
745 Fifth Avenue
New York, New York 10151
Attention: Ann M. Riposanu
Exchange The Bank of New York
Agent: 101 Barclay Street-12W
New York, New York 10286
Attention: Corporate Trust Administration
11. AMENDMENT, MODIFICATION. This Agreement may not be modified,
amended or supplemented without an express written agreement executed by the
parties hereto.
12. GOVERNING LAW; BENEFIT OF AGREEMENT. This Agreement shall be
governed by, and construed in accordance with, the laws of the State of New
York. This Agreement shall inure solely to the benefit of, and the obligations
created hereby shall be binding upon, the successors of the parties hereto. No
other person shall acquire or have any rights under or by virtue of this
Agreement.
If the foregoing is in accordance with your understanding, would you
please indicate your agreement by signing and returning the enclosed copy of
this letter to the Company.
Very truly yours,
PRIMEDIA Inc.
By______________________________
Title:
Agreed to this ____ day of
, 1998
THE BANK OF NEW YORK
By__________________________
Title: