EXHIBIT 4.3
PRIMEDIA INC.
CERTIFICATE OF DESIGNATIONS
_______________
Pursuant to Section 151
of the General Corporation Law of the State of Delaware
_______________
PRIMEDIA Inc. (the "Company"), a corporation organized and existing
under the General Corporation Law of the State of Delaware, does hereby certify
that pursuant to the provisions of Section 151 of the General Corporation Law of
the State of Delaware, the Board of Directors of the Company (the "Board of
Directors"), adopted the following resolution on ______________ __, 1998, which
resolution remains in full force and effect as of the date hereof:
WHEREAS, the Board of Directors, is authorized, within the limitations
and restrictions stated in the Certificate of Incorporation, to fix by
resolution or resolutions the designation of each series of preferred stock and
the powers, designations, preferences and relative participating, optional or
other rights, if any, or the qualifications, limitations or restrictions
thereof, including, without limiting the generality of the foregoing, such
provisions as may be desired concerning voting, redemption, dividends,
dissolution or the distribution of assets, conversion or exchange, and such
other subjects or matters as may be fixed by resolution or resolutions of the
Board of Directors under the General Corporation Law of Delaware;
WHEREAS, it is the desire of the Board of Directors, pursuant to its
authority as aforesaid, to fix the terms of the Preferred Stock (as
defined) and the number of shares constituting such Preferred Stock;
NOW, THEREFORE, BE IT RESOLVED, that the Preferred Stock shall have
the following terms and provisions:
1. DESIGNATION. The series of preferred stock authorized hereunder
shall be designated as the "Series H Exchangeable Preferred Stock" (the
"Preferred Stock"). The number of shares constituting such series shall be
2,500,000. The par value of the Preferred Stock shall be $.01 per share. The
number of shares of Preferred Stock may be increased (but not above the total
number of authorized and undesignated shares of preferred stock) or decreased
(but not below the number of shares of Preferred Stock then outstanding) by a
resolution of the Board of Directors filed with the Delaware Secretary of State.
2. RANK. The Preferred Stock shall, with respect to dividend rights
on liquidation, winding-up and dissolution, rank
senior to all classes of common stock of the Company (including, without
limitation, the Common Stock), and each other class of capital stock or
series of preferred stock hereafter created which does not expressly provide
that it ranks senior to or on parity with the Preferred Stock as to dividend
rights and rights on liquidation, winding-up and dissolution. The Preferred
Stock shall, with respect to dividend rights and rights on liquidation,
winding-up and dissolution, rank on a parity with the Series D Preferred
Stock, the Series F Preferred Stock, the Series G Preferred Stock and each
other series of preferred stock hereafter created which expressly provides
that it ranks on a parity with the Preferred Stock as to dividend rights and
rights on liquidation, winding-up and dissolution (collectively, "Future
Parity Securities"). The Preferred Stock shall, with respect to dividend
rights and rights on liquidation, winding-up and dissolution, rank junior to
each class of capital stock or series of preferred stock hereafter created
which expressly provides that it ranks senior to the Preferred Stock as to
dividend rights and rights on liquidation, winding-up and dissolution. (All
equity securities of the Company to which the Preferred Stock ranks senior,
including, without limitation, the Common Stock, are collectively referred to
herein as the "Junior Securities", all equity securities of the Company with
which the Preferred Stock ranks on a parity, including Future Parity
Securities, are collectively referred to herein as the "Parity Securities",
and all equity securities of the Company to which the Preferred Stock ranks
junior are collectively referred to herein as the "Senior Securities".)
3. DIVIDENDS. (a) The holders of the outstanding shares of Preferred
Stock shall be entitled to receive, when, as and if declared by the Board of
Directors, out of funds legally available for the payment of dividends, cash
dividends at an annual amount equal to $8.625 per share. Dividends on each
share of Preferred Stock shall accrue and be payable in cash quarterly in
arrears on each Dividend Payment Date, commencing on the first such date to
occur after the Original Issue Date, in preference to dividends on the Junior
Securities. Each such dividend shall be payable to holders of record as they
appear on the stock books of the Company on such record dates, not less than ten
(10) nor more than sixty (60) days preceding the Dividend Payment Date, as shall
be fixed by the Board of Directors. Accrued and unpaid dividends shall not bear
interest. Dividends shall cease to accrue in respect of the Preferred Stock on
the Exchange Date or Redemption Date.
(b) All dividends paid with respect to shares of the Preferred Stock
pursuant to Section 3(a) shall be paid pro rata to the holders entitled thereto.
(c) Dividends shall accrue and be cumulative from the Original Issue
Date.
(d) Each fractional share of Preferred Stock outstanding shall be
entitled to a ratably proportionate amount of all dividends accruing with
respect to each outstanding share of Preferred Stock pursuant to Section 3(a),
and all such dividends with respect to such outstanding fractional shares
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shall be cumulative and shall accrue (whether or not declared), and shall be
payable in the same manner and at such times as provided for in Section 3(a)
with respect to dividends on each outstanding share of Preferred Stock. Each
fractional share of Preferred Stock outstanding shall also be entitled to a
ratably proportionate amount of any other distributions made with respect to
each outstanding share of Preferred Stock, and all such distributions shall be
payable in the same manner and at the same time as distributions on each
outstanding share of Preferred Stock.
(e) Nothing herein contained shall in any way or under any
circumstances be construed or deemed to require the Board of Directors to
declare, or the Company to pay or set apart for payment, any dividends on shares
of the Preferred Stock at any time.
(f) No full dividends shall be declared by the Board of Directors or
paid or funds set apart for payment by the Company on any Parity Securities for
any period unless full cumulative dividends have been or contemporaneously are
declared and paid, or declared and a sum set apart sufficient for such payment,
on the Preferred Stock for all Dividend Periods terminating on or prior to the
date of payment of such full dividends on such Parity Securities. If any
dividends are not paid in full, as aforesaid, upon the shares of the Preferred
Stock and any other Parity Securities, all dividends declared upon shares of the
Preferred Stock and any other Parity Securities shall be declared pro rata so
that the amount of dividends declared per share on the Preferred Stock and such
Parity Securities shall in all cases bear to each other the same ratio that
accrued dividends per share on the Preferred Stock and such Parity Securities
bear to each other. No interest, or sum of money in lieu of interest, shall be
payable in respect of any dividend payment or payments on the Preferred Stock or
any other Parity Securities which may be in arrears.
(g)i) Holders of shares of the Preferred Stock shall be entitled to
receive the dividends provided for in Section 3(a) hereof in preference to and
in priority over any dividends upon any of the Junior Securities.
ii) So long as any shares of the Preferred Stock are outstanding, the
Company shall not declare, pay or set apart for payment any dividend on any of
the Junior Securities or make any payment on account of, or set apart for
payment money for a sinking or other similar fund for, the purchase, redemption
or other retirement of, any of the Junior Securities or any warrants, rights,
calls or options exercisable for or convertible into any of the Junior
Securities, or make any distribution in respect thereof, either directly or
indirectly, and whether in cash, obligations or shares of the Company or other
property (other than distributions or dividends in Junior Securities to the
holders of Junior Securities), and shall not permit any
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corporation or other entity directly or indirectly controlled by the Company to
purchase or redeem any of the Junior Securities or any warrants, rights, calls
or options exercisable for or convertible into any of the Junior Securities
UNLESS, prior to or concurrently with such declaration, payment, setting apart
for payment, purchase, redemption or distribution, as the case may be, all
accrued and unpaid dividends on shares of the Preferred Stock not paid on the
dates provided for in Section 3(a) hereof (including accrued dividends not paid
by reason of the terms and conditions of Section 3(e) or Section 3(f) hereof)
shall have been or be paid.
(h) Subject to the foregoing provisions of this Section 3, the Board
of Directors may declare and the Company may pay or set apart for payment
dividends and other distributions on any of the Junior Securities or Parity
Securities, and may purchase or otherwise redeem any of the Junior Securities or
Parity Securities or any warrants, rights or options exercisable for or
convertible into any of the Junior Securities or Parity Securities, and the
holders of the shares of the Preferred Stock shall not be entitled to share
therein.
(i) Dividends payable on the Preferred Stock for any period less than
a year shall be computed on the basis of a 360-day year of twelve 30-day months
and the actual number of days elapsed in the period for which payable.
4. LIQUIDATION PREFERENCE. (a) In the event of any voluntary or
involuntary liquidation, dissolution or winding-up of the affairs of the
Company, the holders of shares of Preferred Stock then outstanding shall be
entitled to be paid out of the assets of the Company available for distribution
to its stockholders, whether such assets are capital, surplus or earnings, an
amount in cash equal to $100.00 for each share outstanding, plus an amount in
cash equal to accrued but unpaid dividends thereon to the date fixed for
liquidation, dissolution or winding-up (including an amount equal to a prorated
dividend from the last Dividend Payment Date to the date fixed for liquidation,
dissolution or winding-up) before any payment shall be made or any assets
distributed to the holders of any of the Junior Securities. Except as provided
in the preceding sentence, holders of Preferred Stock shall not be entitled to
any distribution in the event of liquidation, dissolution or winding-up of the
affairs of the Company. If the assets of the Company are not sufficient to pay
in full the liquidation payments payable to the holders of outstanding shares of
the Preferred Stock and all Parity Securities, then the holders of all such
shares shall share ratably in such distribution of assets in accordance with the
amounts which would be payable on such distribution if the amounts to which the
holders of outstanding shares of Preferred Stock and the holders of outstanding
shares of all Parity Securities are entitled were paid in full.
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(b) For the purposes of this Section 4, neither the sale, conveyance,
exchange or transfer (for cash, shares of stock, securities or other
consideration) of all or substantially all of the property or assets of the
Company nor the consolidation or merger of the Company with or into one or more
corporations shall be deemed to be a liquidation, dissolution or winding-up of
the affairs of the Company.
5. REDEMPTION.
(a) OPTIONAL REDEMPTION.i) At any time on or after April 1, 2003,
the Preferred Stock may be redeemed, in whole or in part, by the Company, at the
option of the Board of Directors, from any source of funds legally available
therefor, in the manner provided in Section 5(c) hereof, at the redemption
prices per share set forth below plus an amount in cash equal to all accumulated
and unpaid dividends per share (including an amount equal to a prorated dividend
from the last Dividend Payment Date to the Redemption Date), without interest
(the "Optional Redemption Price"), if redeemed during the twelve-month period of
the years indicated below:
YEAR OPTIONAL REDEMPTION PRICE
---- -------------------------
2003......................... $ 104.313
2004......................... $ 102.875
2005......................... $ 101.438
2006 and thereafter.......... $ 100.000
ii) At the option of the Board of Directors, the Company may, at any
time prior to April 1, 2001, redeem up to $125.0 million of the aggregate
liquidation preference of the shares of Preferred Stock then issued and
outstanding with the net proceeds of a Public Equity Offering at a redemption
price per share equal to $108.625 plus an amount in cash equal to all
accumulated but unpaid dividends per share (including any amount equal to a
prorated dividend from the last Dividend Payment Date to the Redemption Date),
without interest (the "Public Offering Redemption Price") in the manner set
forth in Section 5(c) hereof. Any such redemption pursuant to this Section
5(a)(iii) shall be effected by the Company within 180 days after the
consummation of such Public Equity Offering.
iii) In the event of a redemption pursuant to Section 5(a)(i) or
5(a)(ii) hereof of only a portion of the then outstanding shares of Preferred
Stock redeemable thereunder, the Company shall effect such redemption pro rata
according to the number of shares held by each Holder of such Preferred Stock,
except that the Company may redeem such shares held by Holders of fewer than 100
shares (or shares held by Holders who would hold less than 100 shares as a
result of such redemption), as may be determined by the Company.
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(b) MANDATORY REDEMPTION. The Company shall redeem, from any source
of funds legally available therefor, in the manner provided in Section 5(c)
hereof, all issued and outstanding shares of Preferred Stock on April 1, 2010,
at a redemption price equal to $100.00 per share, plus an amount in cash equal
to all accumulated and unpaid dividends per share (including any amount equal to
a prorated dividend from the last Dividend Payment Date to the Redemption Date)
(the "Mandatory Redemption Price").
(c) PROCEDURE FOR REDEMPTION. i) At least thirty (30) days and not
more than sixty (60) days prior to the date fixed for any redemption of the
Preferred Stock, written notice (the "Redemption Notice") shall be given by
first class mail, postage prepaid, to each Holder of record on the record date
fixed for such redemption of the Preferred Stock at such Holder's address as the
same appears on the stock register of the Company, PROVIDED, HOWEVER, that no
failure to give such notice nor any deficiency therein shall affect the validity
of the procedure for the redemption of any shares of Preferred Stock to be
redeemed except as to the Holder or Holders to whom the Company has failed to
give said notice or except as to the Holder or Holders whose notice was
defective. The Redemption Notice shall state:
a) whether the redemption is pursuant to Section 5(a)(i) or 5(a)(ii)
or 5(b) hereof;
b) the Optional Redemption Price, Public Offering Redemption Price or
Mandatory Redemption Price, as the case may be;
c) whether all or less than all the outstanding shares of the
Preferred Stock redeemable thereunder are to be redeemed and the total
number of shares of such Preferred Stock being redeemed;
d) the number of shares of Preferred Stock held by the Holder that the
Company intends to redeem;
e) the date fixed for redemption;
f) that the Holder is to surrender to the Company, at the place or
places where certificates for shares of Preferred Stock are to be
surrendered for redemption, in the manner and at the price designated, the
certificate or certificates representing the shares of Preferred Stock to
be redeemed; and
g) that dividends on the shares of the Preferred Stock to be redeemed
shall cease to accrue on such Redemption Date unless the Company defaults
in the payment of the Optional Redemption Price, Public Offering Redemption
Price or Mandatory Redemption Price, as the case may be.
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ii) On or before the date fixed for redemption, each holder of
Preferred Stock shall surrender the certificate or certificates representing
such shares of Preferred Stock to the Company, in the manner and at the place
designated in the Redemption Notice, and on the Redemption Date the full
Optional Redemption Price, Public Offering Redemption Price or Mandatory
Redemption Price, as the case may be, for such shares shall be payable in cash
to the Person whose name appears on such certificate or certificates as the
owner thereof, and each surrendered certificate shall be canceled and retired.
In the event that less than all of the shares represented by any such
certificate are redeemed, a new certificate shall be issued representing the
unredeemed shares.
iii) Unless the Company defaults in the payment in full of the
Optional Redemption Price, Public Offering Redemption Price or Mandatory
Redemption Price, as the case may be, dividends on the Preferred Stock called
for redemption shall cease to accumulate on the Redemption Date, and the holders
of such redeemed shares shall cease to have any further rights with respect
thereto on the Redemption Date, other than the right to receive the Optional
Redemption Price, Public Offering Redemption Price or Mandatory Redemption
Price, as the case may be, without interest.
6. VOTING RIGHTS. (a) The holders of Preferred Stock, except as
otherwise required under Delaware law and as set forth in paragraphs (b) and (c)
below, shall not be entitled or permitted to vote on any matter required or
permitted to be voted upon by the stockholders of the Company.
(b) The Company may not merge or consolidate with or into or transfer
all or substantially all of its assets (as an entirety in one transaction or a
series of related transactions), to any Person without the affirmative vote or
consent of the Holders of a majority of the issued and outstanding shares of
Preferred Stock, Series D Preferred Stock, Series F Preferred Stock, Series G
Preferred Stock and any outstanding Future Parity Securities entitled to vote
thereon, voting together as one class, unless (i) the Company shall be the
surviving or continuing Person, or the Person (if other than the Company) formed
by such consolidation or into which the Company is merged or to which the
properties and assets of the Company are transferred shall be a corporation
organized and existing under the laws of the United States or any State thereof
or the District of Columbia and the Preferred Stock shall be converted into or
exchanged for and shall become shares of such successor or resulting company,
having in respect of such successor or resulting company substantially the same
powers, preferences and relative participating, optional or other special
rights, and the qualifications, limitations or restrictions thereon, that the
Preferred Stock had immediately prior to such transaction and or (ii) the
requisite holders of any Senior Security or any indebtedness of the Company have
consented or granted a waiver
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with respect to such merger, consolidation or transfer of all or substantially
all of the Company's assets. If any fee is paid to any holder of Senior
Securities or indebtedness in connection with obtaining the foregoing consent or
waiver, the Company shall pay to the Holders of the Preferred Stock an amount in
cash equal to, in the aggregate, the Consent Payment Amount. If payment of the
Consent Payment Amount (or any portion thereof) in cash would violate any
agreement to which the Company is a party or any terms of any debt or equity
security of the Company then outstanding, then such payment or portion thereof
may be made in additional shares of Preferred Stock. If making such payment in
additional shares of Preferred Stock would constitute such a violation, then
such payment (or portion thereof) may be postponed until the terms of such
agreement or debt or equity security would permit payment of the unpaid portion
of the Consent Payment Amount in cash or Preferred Stock. The Consent Payment
Amount shall be payable pro rata to all Holders of record of Preferred Stock as
of the date of the announcement of the proposed merger, consolidation or
transfer of all or substantially all assets.
(c) In the event that the Company shall fail to declare or pay
dividends on the Preferred Stock as set forth in Section 3(a) hereof for six
consecutive Dividend Periods, then the number of directors constituting the
Board of Directors shall be increased by two to permit the Holders of the
Preferred Stock and Series G Preferred Stock (if any), voting together as a
class, to elect two members of the Board of Directors of the Company. Holders
of a majority of the issued and outstanding shares of Preferred Stock and Series
G Preferred Stock (if any), voting together as a class, shall thereupon have the
exclusive right to elect two of the members of the Board of Directors
immediately upon such failure to declare and pay dividends and at every
subsequent meeting at which the terms of office of the directors so elected by
the Holders of the Preferred Stock and Series G Preferred Stock expire.
(d) The right of the Holders of Preferred Stock and Series G Preferred
Stock (if any), voting together as a class, to elect members of the Board of
Directors as aforesaid shall continue until such time as all accumulated
dividends that are in arrears on the Preferred Stock and Series G Preferred
Stock are paid in full, at which time the special right of the Holders of
Preferred Stock and Series G Preferred Stock to vote as a class for the election
of directors and the term of office of the directors elected by the Holders of
the Preferred Stock and Series G Preferred Stock shall terminate. At any time
after voting power to elect directors shall have become vested and be continuing
in the Holders of Preferred Stock and Series G Preferred Stock pursuant to this
Section 6(d), or if vacancies shall exist in the offices of directors elected by
the Holders of Preferred Stock and Series G Preferred Stock (if any), a proper
officer of the Company may, and upon the written request of the Holders of
record of at least twenty percent (20%) of the
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aggregate number of shares of Preferred Stock and Series G Preferred Stock then
outstanding addressed to the Secretary of the Company shall, call a special
meeting of the Holders of Preferred Stock and Series G Preferred Stock, for the
purpose of electing directors. Any such meeting shall be held at the earliest
practicable date at the place for the holding of the annual meetings of
stockholders. If such meeting shall not be called by the proper officer of the
Company within twenty (20) days after personal service of said written request
upon the Secretary of the Company, or within twenty (20) days after mailing the
same within the United States by certified mail, addressed to the Secretary of
the Company at its principal executive offices, then the Holders of record of at
least twenty percent (20%) of the aggregate number of outstanding shares of
Preferred Stock and Series G Preferred Stock may designate in writing one of
their number to call such meeting at the expense of the Company, and such
meeting may be called by the Person so designated upon the notice required for
the annual meetings of stockholders of the Company and shall be held at the
place for holding the annual meetings of stockholders. Any Holder of Preferred
Stock or Series G Preferred Stock so designated shall have access to the lists
of stockholders to be called pursuant to the provisions hereof.
(e) At any meeting held for the purpose of electing directors at which
the Holders of Preferred Stock or Series G Preferred Stock shall have the right,
voting together as a class, to elect directors as aforesaid, the presence in
person or by proxy of the Holders of at least a majority of the aggregate number
of outstanding shares of Preferred Stock and Series G Preferred Stock, if any,
shall be required to constitute a quorum of such Preferred Stock and Series G
Preferred Stock.
(f) Any vacancy occurring in the office of a director elected by the
Holders of Preferred Stock and Series G Preferred Stock, voting together as a
class, may be filled by the remaining directors elected by the Holders of
Preferred Stock and Series G Preferred Stock unless and until such vacancy shall
be filled by the Holders of Preferred Stock and Series G Preferred Stock.
(g) In any case in which the Holders of Preferred Stock shall be
entitled to vote pursuant to this Section 6 or pursuant to Delaware law, each
Holder of Preferred Stock shall be entitled to one vote for each share of
Preferred Stock held.
7. EXCHANGE.
(a) REQUIREMENTS. The Preferred Stock may be exchanged, in whole but
not in part, on any Dividend Payment Date, for the Company's 8 5/8% Class G
Subordinated Exchange Debentures due 2010 (the "Exchange Debentures") to be
substantially in the form of Exhibit A to the form of Indenture relating thereto
presented to the Special Committee (the "Indenture"). The exchange rate shall
be $100.00 principal
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amount of the Exchange Debentures for each $100.00 of liquidation preference of
Preferred Stock. An amount in cash equal to accrued but unpaid dividends
(including any amount equal to a prorated dividend from the last Dividend
Payment Date to the Exchange Date) shall be paid upon exchange.
(b) PROCEDURE FOR EXCHANGE. (i) At least thirty (30) days and not
more than sixty (60) days prior to the date fixed for exchange, written notice
(the "Exchange Notice") shall be given by first-class mail, postage prepaid, to
each Holder of record on the record date fixed for such exchange of the
Preferred Stock at such Holder's address as the same appears on the stock
register of the Company, PROVIDED, HOWEVER, that no failure to give such notice
nor any deficiency therein shall affect the validity of the procedure for the
exchange of any shares of Preferred Stock to be exchanged except as to the
Holder or Holders to whom the Company has failed to give said notice or except
as to the Holder or Holders whose notice was defective. The Exchange Notice
shall state:
(A) the date fixed for exchange;
(B) whether all or less than all the outstanding shares of the
Preferred Stock exchangeable thereunder are to be exchanged and the total
number of shares of such Preferred Stock being exchanged
(C) the number of shares of Preferred Stock held by the Holder that
the Company intends to exchange
(D) that the Holder is to surrender to the Company, at the place or
places where certificates for shares of Preferred Stock are to be
surrendered for exchange, in the manner designated, the certificate or
certificates representing the shares of Preferred Stock to be exchanged;
(E) that dividends on the shares of Preferred Stock to be exchanged
shall cease to accrue on such Exchange Date whether or not certificates for
shares of Preferred Stock are surrendered for exchange on such Exchange
Date; and
(F) that interest on the Exchange Notes shall accrue from the Exchange
Date whether or not certificates for shares of Preferred Stock are
surrendered for exchange on such Exchange Date.
(ii) On or before the date fixed for exchange, each Holder of
Preferred Stock shall surrender the certificate or certificates representing
such shares of Preferred Stock, in the manner and at the place designated in the
Exchange Notice. The Company shall cause the Exchange Notes to be executed on
the Exchange Date and, upon surrender in accordance with the Exchange Notice of
the certificates for any shares of Preferred Stock so exchanged (properly
endorsed or assigned for transfer, if the
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notice shall so state), such shares shall be exchanged by the Company into
Exchange Notes as aforesaid. The Company shall pay interest on the Exchange
Notes at the rate and on the dates specified therein from the Exchange Date.
(iii) If notice has been mailed as aforesaid, and if before the
Exchange Date specified in such notice (x) the Indenture shall have been duly
executed and delivered by the Company and the trustee thereunder and (y) all
Exchange Notes necessary for such exchange shall have been duly executed by the
Company and delivered to the trustee under the Indenture with irrevocable
instructions to authenticate the Exchange Notes necessary for such exchange,
then the rights of the Holders of Preferred Stock so exchanged as stockholders
of the Company shall cease (except the right to receive Exchange Notes and an
amount in cash equal to the amount of accrued and unpaid dividends to the
Exchange Date), and the Person or Persons entitled to receive the Exchange Notes
issuable upon exchange shall be treated for all purposes as the registered
Holder or Holders of such Exchange Notes as of the date of exchange.
(c) NO EXCHANGE IN CERTAIN CASES. Notwithstanding the foregoing
provisions of this Section 7, the Company shall not be entitled to exchange the
Preferred Stock for Exchange Notes if (i) such exchange, or any term or
provision of the Indenture or the Exchange Notes, or the performance of the
Company's obligations under the Indenture or the Exchange Notes shall violate or
conflict with any applicable law or agreement or instrument then binding on the
Company, or (ii) at the time of such exchange, it would be rendered insolvent or
its capital would be impaired by such exchange.
8. CONVERSION OR EXCHANGE. Except as provided in Section 7, the
Holders of shares of Preferred Stock shall not have any rights herein to convert
such shares into or exchange such shares for shares of any other class or
classes or of any other series of any class or classes of Capital Stock of the
Company.
9. LIMITATION ON ISSUANCE OF SENIOR PREFERRED STOCK. Without the
affirmative vote or consent of the Holders of at least a majority of the then
outstanding shares of Preferred Stock and Series G Preferred Stock, voting
together with the holders of any other then outstanding shares of Parity
Securities entitled to vote thereon, the Company will not issue any other Senior
Securities; PROVIDED that no approval of such Holders shall be required in
connection with the issuance of Senior Securities the proceeds of which are used
to redeem or repurchase all shares of the then outstanding Preferred Stock and
Series G Preferred Stock and any other Parity Securities entitled to vote
thereon.
10. PREEMPTIVE RIGHTS. No shares of Preferred Stock shall have any
rights of preemption whatsoever as to any
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securities of the Company, or any warrants, rights or options issued or granted
with respect thereto by the Company at any time, regardless of how such
securities or such warrants, rights or options may be denominated, issued or
granted.
11. REISSUANCE OF PREFERRED STOCK. Shares of Preferred Stock that
have been issued and reacquired in any manner, including shares purchased or
redeemed or exchanged, shall (upon compliance with any applicable provisions of
the laws of the State of Delaware) have the status of authorized and unissued
shares of preferred stock undesignated as to series and may be redesignated and
reissued as part of any series of preferred stock.
12. BUSINESS DAY. If any payment, redemption or exchange shall be
required by the terms hereof to be made on a day that is not a Business Day,
such payment, redemption or exchange shall be made on the immediately succeeding
Business Day.
13. DEFINITIONS. As used herein, the following terms shall have the
following meanings (with terms defined in the singular having comparable
meanings when used in the plural and vice versa), unless the context otherwise
requires:
"AVERAGE LIFE TO REDEMPTION" shall mean, as of the date of
determination, with respect to any preferred security, the number of years
(including any portion thereof) remaining to the mandatory redemption date
thereof.
"BUSINESS DAY" shall mean a day other than a Saturday, Sunday,
national or New York State holiday or other day on which commercial banks
in New York City are authorized or required by law to close.
"CAPITAL STOCK" shall mean any and all shares, interests,
participation, rights or other equivalents (however designated) of
corporate stock.
"COMMON STOCK" shall mean the Common Stock, $.01 par value, of the
Company and any other class of common stock issued by the Company from time
to time.
"COMPANY" shall mean PRIMEDIA Inc.
"CONSENT PAYMENT AMOUNT" shall mean the product of (a) the aggregate
liquidation preference of all issued and outstanding shares of Preferred
Stock and (b) the sum of all Fee Amounts for all classes or series of
Senior Securities or indebtedness with respect to which a fee was paid in
connection with any consent or waiver referred to in Section 6(b) hereof.
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"DIVIDEND PAYMENT DATE" shall mean January 1, April 1, July 1 and
October 1 of each year.
"DIVIDEND PERIOD" shall mean the Initial Dividend Period and,
thereafter each Quarterly Dividend Period.
"EXCHANGE DATE" shall mean the date on which the shares of Preferred
Stock are exchanged for the Exchange Notes by the Company.
"EXCHANGE NOTES" shall have the meaning ascribed to them in Section
7(a) hereof.
"EXCHANGE NOTICE" shall have the meaning ascribed to it in Section
7(b) hereof.
"FEE AMOUNT" shall mean, with respect to any series or class of Senior
Securities or indebtedness, a fraction, the numerator of which is the
aggregate fee paid to such class or series and the denominator of which is
(i) in the case of each class or series of Senior Securities, the aggregate
liquidation preference of the outstanding shares of such class or series of
Senior Securities and (ii) in the case of each class or series of
indebtedness, the aggregate outstanding principal amount of such
indebtedness.
"FUTURE PARITY SECURITIES" shall have the meaning ascribed to them in
Section 2 hereof.
"HOLDER" shall mean a holder of shares of Preferred Stock.
"INDENTURE" shall have the meaning ascribed to it in Section 7(a)
hereof.
"INITIAL DIVIDEND PERIOD" shall mean the dividend period commencing on
the Original Issue Date and ending on the first Dividend Payment Date to
occur thereafter.
"JUNIOR SECURITIES" shall have the meaning ascribed to them in Section
2 hereof.
"MANDATORY REDEMPTION PRICE" shall have the meaning ascribed to it in
Section 5(b) hereof.
"OPTIONAL REDEMPTION PRICE" shall have the meaning ascribed to it in
Section 5(a)(i) hereof.
"ORIGINAL ISSUE DATE" shall mean the date upon which the Preferred
Stock was originally issued by the Company.
"PARITY SECURITIES" shall have the meaning ascribed to them in Section
2 hereof.
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"PERSON" shall mean any individual, partnership, corporation, business
trust, joint stock company, trust, unincorporated association, joint
venture, governmental authority or other entity of whatever nature.
"PREFERRED STOCK" shall mean the Series H Preferred Stock, par value
$.01 per share, liquidation preference $100.00 per share, of the Company.
"PUBLIC EQUITY OFFERING" shall mean an underwritten public offering of
primary shares of the Company's Common Stock (or any other class of common
stock hereinafter duly authorized by the Company) pursuant to a
registration statement (other than a registration on Form S-8 or S-4 or
successor forms) filed with the Securities and Exchange Commission in
accordance with the Securities Act of 1933, as amended.
"PUBLIC OFFERING REDEMPTION PRICE" shall have the meaning ascribed to
it in Section 5(a)(ii) hereof
"QUARTERLY DIVIDEND PERIOD" shall mean the quarterly period commencing
on each January 1, April 1, July 1 and October 1 and ending on each
Dividend Payment Date, respectively.
"REDEEMABLE STOCK" shall mean Capital Stock that is redeemable prior
to the scheduled final redemption of the Preferred Stock.
"REDEMPTION DATE," with respect to any shares of Preferred Stock,
shall mean the date on which such shares of Preferred Stock are redeemed by
the Company.
"REDEMPTION NOTICE" shall have the meaning ascribed to it in Section
5(b) hereof.
"SENIOR SECURITIES" shall have the meaning ascribed to them in Section
2 hereof.
"SERIES D PREFERRED STOCK" shall mean the $10.00 Series D Exchangeable
Preferred Stock, par value, $.01 per share, liquidation preference $100.00
per share, of the Company.
"SERIES F PREFERRED STOCK" shall mean the $9.20 Series F Exchangeable
Preferred Stock, par value, $.01 per share, liquidation preference $100.00
per share, of the Company.
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"SERIES G PREFERRED STOCK" shall mean the $8.625 Series G Exchangeable
Preferred Stock, par value, $.01 per share, liquidation preference $100.00 per
share, of the Company.
"SUBSIDIARY" means any corporation, association or other business
entity of which more than 50% of the total voting power of shares of
Capital Stock entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers or trustees
thereof is at the time owned or controlled, directly or indirectly, by any
person or one or more of the other Subsidiaries of that person or a
combination thereof.
"TREASURY RATE" shall have the meaning ascribed to it in Section 5(a)
hereof.
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IN WITNESS WHEREOF, PRIMEDIA Inc. has caused this certificate to be
executed by Beverly C. Chell, as Vice Chairman, General Counsel and Secretary,
and attested by Ann M. Riposanu, as Assistant Secretary, this ___ day of
___________, 1998.
PRIMEDIA INC.
By:___________________________
Title: Vice Chairman,
General Counsel
and Secretary,
Attest:
_________________________
Assistant Secretary