Exhibit 99.2
EXECUTION
VERSION
LOCKUP
AGREEMENT
THIS LOCKUP
AGREEMENT (this “Agreement” ) is made and
entered into as of May 13, 2007, by and among Source Interlink
Companies, Inc., a Delaware corporation (
“Source” ), and the undersigned stockholder (
“Stockholder” ) of the company.
RECITALS
A.
Concurrently with the execution of this Agreement, Source, Consumer
Source Inc., a Delaware corporation ( “Seller”
), and PRIMEDIA Inc., a Delaware corporation, have entered into a
Purchase Agreement (the “Purchase Agreement” ),
which provides for the purchase of shares of the Company (the
“Transaction” ). Capitalized terms used
herein and not otherwise defined have the respective meanings
ascribed to them in the Purchase Agreement.
B.
Stockholder is the record and beneficial owner (as defined in Rule
13d-3 under the Securities Exchange Act of 1934, as amended) of
17,685,568 outstanding shares of common stock, par value $0.01 per
share, of Source, all as set forth on the signature page of this
Agreement (collectively, the “AEC Shares” ).
NOW, THEREFORE,
the parties hereto agree as follows:
1.
With respect to the AEC Shares, during the period from the date
hereof until the earlier of (a) the Closing and (b) the termination
of the Purchase Agreement in accordance with Section 9.01 thereof,
the Stockholder agrees to not (i) offer to sell, contract to sell,
make any short sale of, enter into any hedging arrangement with
respect to, or otherwise sell, dispose of, distribute, loan, gift,
pledge, assign, encumber or grant any option or right with respect
to, any such AEC Shares or any interest therein or any security
convertible into or exchangeable or exercisable for any such AEC
Shares or (ii) enter into any agreement or understanding with
respect to the foregoing.
2.
Non-Assignment . The obligations set forth herein
shall not be assignable without the prior written consent of (a)
Source or Stockholder, as applicable, and (b) in each case, Parent
and Seller, and the granting of such consent in a given instance
shall be solely in their sole discretion and, if granted, shall not
constitute a waiver of this requirement as to any subsequent
assignment.
3.
Confidentiality . Other than as required by applicable
law or regulation, each of the parties agree that it will not, nor
will it permit its advisors or affiliates to, disclose to any
person or entity the contents of this letter agreement, other than
to its advisors who are instructed to maintain the confidentiality
of this letter in accordance herewith.
4.
No Personal Liability . Notwithstanding anything that
may be expressed or implied in this letter agreement, each party
hereto, by its acceptance of the benefits hereof, covenants, agrees
and acknowledges that, no recourse hereunder or under any documents
or
instruments
delivered in connection herewith shall be had against any officer,
agent, employee, director, partner, member, aff
