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EXHIBIT 2
Voting Agreement
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EXHIBIT 2
CONFORMED COPY
PARENT VOTING AGREEMENT
PARENT VOTING AGREEMENT (this "AGREEMENT"), dated as of
October 29, 2000, among those shareholders of PRIMEDIA Inc., a Delaware
corporation ("PARENT"), listed on the signature page hereof (each, a
"SHAREHOLDER," and collectively, the "Shareholders"), and About.com, Inc., a
Delaware corporation (the "COMPANY").
WHEREAS, each Shareholder beneficially owns the number of
shares of common stock, par value $0.01 per share, of Parent set forth below
such Shareholder's name on the signature page hereof (all such shares, together
with any other shares of capital stock of the Parent such Shareholder acquires
after the date hereof, including, without limitation, as a result of a stock
dividend, stock split, recapitalization, combination, reclassification,
exchange, or change of such shares, or upon exercise or conversion of any
securities, the "SHARES");
WHEREAS, simultaneously with the execution and delivery
hereof, Parent, a direct wholly-owned subsidiary of the Company ("MERGER SUB")
and the Company have entered into an Agreement and Plan of Merger (the "MERGER
AGREEMENT"; capitalized terms used herein and not defined shall have the
meanings set forth in the Merger Agreement), dated as of the date hereof, which
Merger Agreement has been approved by the Board of Directors of the Company, and
has been approved by the Boards of Directors of Parent and Merger Sub and
pursuant to which Merger Sub will be merged with and into the Company (the
"MERGER"); and
WHEREAS, as a condition to entering into the Merger Agreement,
the Company has required that the Shareholders agree, and in order to induce the
Company to enter into the Merger Agreement the Shareholders have agreed, to
enter into this Agreement.
NOW, THEREFORE, in consideration of the foregoing and for
other good and valuable consideration, the parties hereby agree as follows
SECTION 1. REPRESENTATIONS AND WARRANTIES OF THE
SHAREHOLDERS. Each Shareholder severally represents and warrants to the
Company as follows:
(a) The execution, delivery and performance of this Agreement
and the consummation of the transactions contemplated hereby have been duly and
validly authorized by such Shareholder, and no other proceedings on the part of
such Shareholder are necessary to authorize this Agreement or to consummate the
transactions so contemplated.
(b) This Agreement has been duly and validly executed and
delivered by such Shareholder and, assuming this Agreement constitutes a valid
and binding obligation of the Company, constitutes a legal, valid and binding
obligation of such Shareholder enforceable against such Shareholder in
accordance with its terms (except insofar as enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting creditors' rights generally or by principles governing the
availability of equitable remedies).
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(c) The execution, delivery and performance by such
Shareholder of this Agreement and the consummation of the transactions
contemplated hereby do not and will not contravene or conflict with its
organizational documents; contravene or conflict with or constitute a violation
of any provision of any law, regulation, judgment, injunction, order or decree
binding upon or applicable to such Shareholder or any of its properties; or
conflict with, or result in the breach or termination of or constitute a default
(with or without the giving of notice or the lapse of time or both) under, or
give rise to any right of termination, cancellation, or loss of any benefit to
which such Shareholder is entitled under any provision of any agreement,
contract, license or other instrument binding upon such Shareholder or any of
its properties, or allow the acceleration of the performance of any obligation
of such Shareholder under any indenture, mortgage deed of trust, lease, license,
contract, instrument or other agreement to which such Shareholder is a party or
by which such Shareholder, its assets or properties is subject or bound, other
than such contraventions, conflicts, violations, breaches, defaults or other
occurrences that would not reasonably be expected to prevent, delay or impair
such Shareholder's ability to consummate the transactions contemplated by this
Agreement.
(d) Other than any filings required by the Exchange Act or the
rules and regulations promulgated thereunder, the execution, delivery and
performance by such Shareholder of this Agreement and the consummation of the
transactions contemplated hereby by such Shareholder require no filings,
notices, declarations, consents or other actions to be made by such Shareholder
with, nor are any approvals or other confirmations or consents required to be
obtained by such Shareholder from, any governmental authority.
(e) As of the date hereof, there is no action, suit, claim,
investigation or proceeding pending or, to the knowledge of such Shareholder,
threatened against such Shareholder or its properties before any court or
arbitrator or any governmental authority which challenges or seeks to prevent,
enjoin, alter or delay the Merger or any of the other transactions contemplated
hereby or by the Merger Agreement. As of the date hereof, such Shareholder is
not, and none of its properties is, subject to any order, writ, judgment,
injunction, decree, determination or award which would prevent, delay or impair
the consummation of the transactions contemplated hereby.
(f) Such Shareholder is, and at the time the Shareholder
Consent (as defined in Section 2(a) below) is delivered to Parent (the "Consent
Time") will be, the sole record and beneficial owner of and has, and at the
Consent Time such Shareholder will have, good and valid title to the Shares held
by such Shareholder, free and clear of any Liens, except for any Liens arising
hereunder. Such Shareholder has, and at the Consent Time will have, the power to
vote, dispose of and otherwise transfer such Shares without the approval,
consent or other action of any person.
(g) There are no options or rights to acquire, or
understandings or arrangements to which such Shareholder is a party relating to
the Shares held by such Shareholder, other than this Agreement and those
described in Section 3.12 of the Parent Disclosure Schedules to the Merger
Agreement.
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(h) The Shares indicated below such Shareholder's name on the
signature page hereof represent all of the shares of Parent Common Stock
beneficially owned (within the meaning of Rule 13d-3 under the Exchange Act) by
such Shareholder.
(i) Such Shareholder understands and acknowledges that the
Company is entering into the Merger Agreement in reliance on such Shareholder's
execution and delivery of this Agreement.
SECTION 2. AGREEMENT TO VOTE: PROXY.
Each Shareholder agrees with, and covenants to, the Company as
follows:
(a) In accordance with the provisions of Section 251 of the
DGCL and the rules of the New York Stock Exchange, as promptly as practicable
after the date hereof, and in no event later than 11 business days hereafter,
such Shareholder shall deliver to Parent its written consent to authorize the
issuance of Parent Common Stock in the Merger as contemplated by the Merger
Agreement (the "SHAREHOLDER CONSENT").
(b) Such Shareholder shall not withdraw, amend or modify its
Shareholder Consent.
(c) At any meeting of shareholders of Parent or at any
adjournment thereof or in any other circumstances upon which their vote, consent
or other approval is sought, such Shareholder shall vote (or cause to be voted)
the Shares held by such Shareholder against any amendment of Parent's
certificate of incorporation or by-laws or any other proposal which amendment or
proposal would in any manner prevent or materially impede, interfere with or
delay the Merger, the Merger Agreement or any of the other transactions
contemplated by the Merger Agreement (including the issuance of Parent Common
Stock in the Merger).
SECTION 3. DISPOSITION OF SHARES. No Shareholder shall,
without the prior written consent of the Company, directly or indirectly, at any
time prior to the Consent Time, (i) grant or enter into any Lien, power of
attorney or other agreement or arrangement with respect to the voting of the
Shares held by it, except by operation of the laws of inheritance, (ii) sell,
assign, transfer, encumber or otherwise dispose of, or enter into any contract,
option or other arrangement or understanding with respect to the direct or
indirect sale, assignment, transfer, encumbrance or other disposition of, any of
the Shares held by it or (iii) take any other action that would in any way
restrict, limit or interfere with performance of its obligations hereunder or
the transactions contemplated hereby, if, in each such case, as a result of any
such action, the Shareholders, collectively, shall no longer have the ability to
vote, or give consent or other approval with respect to, at least fifty-one
percent (51%) of the outstanding voting securities of Parent. Any purported
transfer in violation of the foregoing shall be null and void.
SECTION 4. GOVERNING LAW. This Agreement shall be governed by
the laws of the State of New York.
SECTION 5. NOTICES. Notices and other communications under
this Agreement shall be in writing and shall be deemed given as set forth in
Section 8.2 of the Merger Agreement, except
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that each Shareholder shall receive such notices at the address set forth below
such Shareholder's name on the signature page hereof.
SECTION 6. ENTIRE AGREEMENT; AMENDMENTS. This Agreement
constitutes the entire understanding of the parties with respect to the subject
matter hereof. There are no restrictions, agreements, promises, warranties,
covenants or undertakings with respect to the subject matter hereof other than
those expressly set forth herein. This Agreement supersedes all prior agreements
and understandings between the parties with respect to its subject matter and is
not intended to confer upon any person other than the parties hereto any rights
or remedies hereunder. This Agreement may be amended only by a written
instrument duly executed by the Company and the Shareholders.
SECTION 7. ASSIGNMENT. Notwithstanding any other provision of
this Agreement, this Agreement shall not be assignable by any party hereto.
Subject to the preceding sentence, this Agreement will be binding upon, inure to
the benefit of and be enforceable against, as to each Shareholder, such
Shareholder and such Shareholder's beneficiaries and representatives, and the
Company and their successors and permitted assigns. Each Shareholder agrees that
this Agreement and the obligations of such Shareholder hereunder shall attach to
such Shareholder's Shares and shall be binding upon any person or entity to
which legal or beneficial ownership of such Shares shall pass.
SECTION 8. SEVERABILITY. The provisions of this Agreement
shall be deemed severable and the invalidity or unenforceability of any
provision shall not affect the validity and enforceability of the other
provisions hereof. If any provision of this Agreement, or the application
thereof to any person or entity or any circumstance, is invalid or
unenforceable, a suitable and equitable provision shall be substituted therefor
in order to carry out, so far as may be valid and unenforceable, the intent and
purpose of such invalid and unenforceable provision and the remainder of this
Agreement and the application of such provision to other persons, entities or
circumstances shall not be affected by such invalidity or unenforceability, nor
shall such invalidity and unenforceability affect the validity or enforceability
of such provision, or the application thereof, in any other jurisdiction.
SECTION 9. STOP TRANSFER ORDER. In furtherance of this
Agreement, concurrently herewith each Shareholder shall and hereby does
authorize the Company to notify Parent's transfer agent that there is a stop
transfer order with respect to all of the Shares subject to the terms of this
Agreement (and that this Agreement places limits on the voting and transfer of
the Shares). Each Shareholder further agrees to cause Parent not to register the
transfer of any certificate representing any of such Shareholder's Shares unless
such transfer is made in accordance with the terms of this Agreement.
SECTION 10. FURTHER ACTION. From time to time, at the request
of the Company and without further consideration, each Shareholder shall execute
and deliver to the Company such documents and take such action as the Company
may reasonably request in order to consummate the transactions contemplated
hereby.
SECTION 11. TERMINATION. This Agreement shall terminate and be
of no further
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force and effect upon the earlier to occur of the Effective Time and upon the
termination of the Merger Agreement pursuant to its terms.
SECTION 12. COUNTERPARTS. This Agreement may be executed in
one or more counterparts, all of which shall be considered one and the same
agreement, and shall become effective when one or more of the counterparts have
been signed by each of the parties and delivered to the other parties, it being
understood that all parties need not sign the same counterpart.
SECTION 13. SPECIFIC PERFORMANCE. The Shareholders and the
Company acknowledge that this Agreement and the Shares are unique and that no
party will have an adequate remedy at law if any other party breaches any
covenant herein or fails to perform its obligations hereunder. Accordingly, the
Shareholders and the Company agree that the others shall have the right, in
addition to any other rights which it may have, to specific performance and
equitable injunctive relief if any party shall fail or threaten to fail to
perform any of its obligations under this Agreement.
SECTION 14. EXPENSES. All costs and expenses incurred in
connection with this Agreement and the transactions contemplated hereby shall be
paid by the party incurring such cost or expense.
SECTION 15. SHAREHOLDER CAPACITY. Each Shareholder signs
solely in its capacity as the record holder and beneficial owner of the Shares
and nothing herein shall limit or affect any actions taken or to be taken by any
officer, director or financial advisor of Parent or its subsidiaries in his, her
or its capacity as an officer, director or financial advisor of Parent.
SECTION 16. LIMITATION OF LIABILITY. Notwithstanding any other
provision in this Agreement, none of the managing members, members, general
partners or partners of any of the Shareholders, nor any of the future managing
members, members, general partners or partners or any of the Shareholders, shall
have personal liability for the performance of any of the obligations of the
Shareholders under this Agreement.
SECTION 17. NO WAIVER. No failure or delay by the Company to
assert any of its rights under this Agreement or otherwise shall constitute a
waiver of such rights. No single or partial exercise of any right, remedy, power
or privilege hereunder shall preclude any other or further exercise thereof or
the exercise of any other right, remedy, power or privilege. Any waiver shall be
effective only in the specific instance and for the specific purpose for which
given and shall not constitute a waiver to any subsequent or other exercise of
any right, remedy, power or privilege hereunder.
SECTION 18. SUBMISSION TO JURISDICTION. Each of the parties
hereto irrevocably agrees that any legal action or proceeding with respect to
this Agreement or for recognition and enforcement of any judgment in respect
hereof brought by any other party hereto or its successors or assigns may be
brought and determined in the courts of the State of New York, and each party
hereto hereby irrevocably submits with regard to any such action or proceeding
for itself and with respect to its property, generally and unconditionally, to
the nonexclusive
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jurisdiction of the aforesaid courts. Each of the parties hereto hereby
irrevocably waives, and agrees not to assert, by way of motion, as a defense,
counterclaim or otherwise, in any action or proceeding with respect to this
Agreement, any claim that it is not personally subject to the jurisdiction of
the above-named courts for any reason other than the failure to lawfully
serve process, that it or its property is exempt or immune from jurisdiction
of any such court or from any legal process commenced in such courts (whether
through service of notice, attachment prior to judgment, attachment in aid of
execution of judgment, execution of judgment or otherwise), and to the
fullest extent permitted by applicable law, that the suit, action or
proceeding in any such court is brought in an inconvenient forum, the venue
of such suit, action or proceeding is improper and this Agreement, or the
subject matter hereof, may not be enforced in or by such courts.
SECTION 19. WAIVER OF JURY TRIAL. Each party hereto hereby
irrevocably and unconditionally waives any rights to a trial by jury in any
legal action or proceeding in relation to this Agreement and for any
counterclaim therein.
SECTION 20. INTERPRETATION. The parties hereto agree that in
interpreting this Agreement there shall be no inferences against the drafting
party.
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IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed on its behalf by its representatives thereunto duly
authorized, all as of the day and year first above written.
ABOUT.COM, INC.
By: /s/ Scott Kurnit
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Name:
Title:
KKR 1996 FUND L.P.
By: KKR Associates 1996, L.P.
Its General Partner
By: KKR 1996 GP LLC
Its General Partner
By: /s/ Perry Golkin
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Member
MA ASSOCIATES, L.P.
By: KKR Associates, L.P.
Its General Partner
By: /s/ Perry Golkin
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A General Partner
FP ASSOCIATES, L.P.
By: KKR Associates, L.P.
Its General Partner
By: /s/ Perry Golkin
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A General Partner
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MAGAZINE ASSOCIATES, L.P.
By: KKR Associates, L.P.
Its General Partner
By: /s/ Perry Golkin
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A General Partner
PUBLISHING ASSOCIATES, L.P.
By: KKR Associates, L.P.
Its General Partner
By: /s/ Perry Golkin
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A General Partner
CHANNEL ONE ASSOCIATES, L.P.
By: KKR Associates, L.P.
Its General Partner
By: /s/ Perry Golkin
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A General Partner
KKR PARTNERS II, L.P.
By: KKR Associates, L.P.
Its General Partner
By: /s/ Perry Golkin
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A General Partner
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