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Ziff Davis Holdings Inc Sample Contracts

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Asset Purchase Agreement • March 31st, 2006 • Ziff Davis Holdings Inc • Periodicals: publishing or publishing & printing • New York
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ZIFF DAVIS HOLDINGS INC. 28 E. 28th Street New York, NY 10016 February 25, 2005
Executive Agreement • March 25th, 2005 • Ziff Davis Holdings Inc • Periodicals: publishing or publishing & printing • New York
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ZIFF DAVIS MEDIA INC. AND EACH OF THE GUARANTORS PARTY HERETO SENIOR SECURED FLOATING RATE NOTES DUE 2012
Indenture • April 26th, 2005 • Ziff Davis Holdings Inc • Periodicals: publishing or publishing & printing • New York

INDENTURE dated as of April 22, 2005 among Ziff Davis Media Inc., a Delaware corporation, the Guarantors (as defined) and U.S. Bank National Association, as trustee.

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CONFIDENTIAL
Executive Agreement • March 30th, 2004 • Ziff Davis Holdings Inc • Periodicals: publishing or publishing & printing • New York
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ZIFF DAVIS MEDIA INC. THE GUARANTORS LISTED ON SCHEDULE I HERETO Senior Secured Floating Rate Notes due 2012 Purchase Agreement April 18, 2005 BEAR, STEARNS & CO. INC. LEHMAN BROTHERS INC.
Purchase Agreement • April 26th, 2005 • Ziff Davis Holdings Inc • Periodicals: publishing or publishing & printing
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CONFIDENTIAL
Executive Agreement • March 25th, 2005 • Ziff Davis Holdings Inc • Periodicals: publishing or publishing & printing • New York
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AMENDED AND RESTATED EXECUTIVE AGREEMENT
Executive Agreement • May 13th, 2005 • Ziff Davis Holdings Inc • Periodicals: publishing or publishing & printing • New York

THIS AMENDED AND RESTATED EXECUTIVE AGREEMENT (this “Agreement”) is made as of March 23, 2005 (the “Effective Date”), by and among Ziff Davis Holdings Inc., a Delaware corporation (the “Company”), Ziff Davis Publishing Inc., a Delaware corporation and a wholly owned indirect subsidiary of the Company (“Publishing”), and Robert F. Callahan (“Executive”). The Company, Publishing and Executive are sometimes collectively referred to herein as “Parties” and individually as “Party”. Certain definitions are set forth in Section 12 of this Agreement.

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REGISTRATION RIGHTS AGREEMENT Dated as of April 22, 2005 by and among Ziff Davis Media Inc. as Issuer The Guarantors listed on Schedule A hereto and Bear, Stearns & Co. Inc., Lehman Brothers Inc. as Initial Purchasers
Registration Rights Agreement • April 26th, 2005 • Ziff Davis Holdings Inc • Periodicals: publishing or publishing & printing • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 22, 2005 by and among Ziff Davis Media Inc., a Delaware corporation (the “Company” and the “Issuer”), the guarantors listed on Schedule A (the “Guarantors”), and Bear, Stearns & Co. Inc. and Lehman Brothers Inc. (each an “Initial Purchaser” and, collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Company’s Senior Secured Floating Rate Notes due 2012 (the “Initial Notes”) pursuant to the Purchase Agreement (as defined below).

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CONFIDENTIAL AGREEMENT
Severance Agreement • April 2nd, 2007 • Ziff Davis Holdings Inc • Periodicals: publishing or publishing & printing • New York

THIS AGREEMENT (this “Agreement”) is made as of November 13, 2006 (the “Effective Date”), by and between Ziff Davis Media Inc., a Delaware corporation (the “Company”) and Mark Moyer (“Executive”). Certain definitions are set forth in the Appendix to this Agreement.

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CONFIDENTIAL
Executive Agreement • March 25th, 2005 • Ziff Davis Holdings Inc • Periodicals: publishing or publishing & printing • New York
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THIRD SUPPLEMENTAL INDENTURE
Third Supplemental Indenture • May 15th, 2007 • Ziff Davis Holdings Inc • Periodicals: publishing or publishing & printing • New York

WHEREAS, the Company issued its Senior Subordinated Compounding Notes due 2009 (the “Notes”), on August 12, 2002, pursuant to that certain Indenture, dated as of August 12, 2002, by and among the Company, the Guarantors named therein or that have become a party thereto from time to time and the Trustee (as amended and supplemented, the “Indenture”);

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CONFIDENTIAL
Executive Agreement • March 30th, 2004 • Ziff Davis Holdings Inc • Periodicals: publishing or publishing & printing • New York
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ZIFF DAVIS HOLDINGS INC. 28 East 28th Street New York, New York 10016 June 16, 2006
Grant Agreement • August 11th, 2006 • Ziff Davis Holdings Inc • Periodicals: publishing or publishing & printing • New York

This is to inform you that you have been granted a Percentage Interest of ___percent (___%) of the Bonus Amount in the Sale of a Division of the following Division of the Company: . Your Percentage Interest is subject to amendment in accordance with the Plan. Except as provided in the foregoing sentences of this paragraph or any other Grant Agreement to which you are party with the Company, you have no Percentage Interest in any Bonus Amount in respect of any Sale of a Division.

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PURCHASE AND SALE AGREEMENT by and among ZIFF DAVIS MEDIA INC., ENTERPRISE MEDIA GROUP, INC., ZIFF DAVIS DEVELOPMENT INC., ZIFF DAVIS INTERNET INC., ZIFF DAVIS PUBLISHING INC., and ZIFF DAVIS PUBLISHING HOLDINGS INC. Dated as of: June 20, 2007
Purchase and Sale Agreement • August 21st, 2007 • Ziff Davis Holdings Inc • Periodicals: publishing or publishing & printing • New York

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made as of June 20, 2007, by and among Ziff Davis Media Inc., a Delaware corporation (“Seller”), Enterprise Media Group, Inc., a Delaware corporation (“Buyer”), Ziff Davis Development Inc., a Delaware corporation (“Devco”), Ziff Davis Internet Inc., a Delaware corporation (“Netco”), Ziff Davis Publishing Inc., a Delaware corporation (“Pubco”), and Ziff Davis Publishing Holdings Inc. (“Pubco Holdings”).

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AMENDMENT NO. 1 TO AMENDED AND RESTATED EXECUTIVE AGREEMENT
Executive Agreement • August 11th, 2006 • Ziff Davis Holdings Inc • Periodicals: publishing or publishing & printing

This Amendment No. 1 to Amended and Restated Executive Agreement (this “Amendment”) is made as of June 15, 2006 by and among Ziff Davis Holdings, Inc., a Delaware corporation (the “Company”), Ziff Davis Publishing Inc., a Delaware corporation and a wholly owned indirect subsidiary of the Company (“Publishing”), and Robert F. Callahan (“Executive”). The Company, Publishing and Executive are sometimes collectively referred to herein as “Parties” and individually as a “Party”. Certain definitions are set forth in Section 12 of the Amended and Restated Executive Agreement. Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings set forth in the Amended and Restated Executive Agreement.

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SPECIAL BONUS AGREEMENT (Ziff Davis Media Inc.)
Special Bonus Agreement • May 13th, 2005 • Ziff Davis Holdings Inc • Periodicals: publishing or publishing & printing • New York

THIS SPECIAL BONUS AGREEMENT (this “Agreement”) is made as of April 1, 2005 (the “Effective Date”), by and between Ziff Davis Media Inc., a Delaware corporation (the “Company”), and the individual named on the signature line below (“Employee”).

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FIRST LIEN SECURITY AGREEMENT dated as of April 22, 2005 among ZIFF DAVIS MEDIA INC., each Guarantor and the other Grantors party hereto from time to time and U.S. BANK NATIONAL ASSOCIATION, as Collateral Trustee
First Lien Security Agreement • April 26th, 2005 • Ziff Davis Holdings Inc • Periodicals: publishing or publishing & printing • New York

This FIRST LIEN SECURITY AGREEMENT, dated as of April 22, 2005 (as amended or otherwise modified from time to time, this “Agreement”), between each of ZIFF DAVIS MEDIA INC. (the “Company,” each of the Guarantors listed on the signature pages hereof and any other Person that executes a Joinder Agreement each, a “Grantor” and collectively, the “Grantors”), and U.S. BANK NATIONAL ASSOCIATION acting in the capacity of Collateral Trustee for the benefit of the Secured Parties (as defined in the Collateral Trust Agreement referred to below), together with its successors and assigns (in such capacity, the “Collateral Trustee”).

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REAFFIRMATION OF SECURITY DOCUMENTS AND FIRST AMENDMENT TO FIRST LIEN SECURITY AGREEMENT
First Amendment to First Lien Security Agreement • May 15th, 2007 • Ziff Davis Holdings Inc • Periodicals: publishing or publishing & printing • New York

THIS REAFFIRMATION OF SECURITY DOCUMENTS AND FIRST AMENDMENT TO FIRST LIEN SECURITY AGREEMENT, dated as of February 15, 2007 (this “Amendment”), is made by ZIFF DAVIS MEDIA INC., a Delaware corporation (the “Company”), each of the entities listed on the signature page hereto as Guarantors (the “Guarantors,” and together with the Company, each a “Grantor” and, collectively, the “Grantors”) and U.S. BANK NATIONAL ASSOCIATION as “Collateral Trustee” (the “Collateral Trustee”) under the Collateral Trust Agreement (as defined below).

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CONFIDENTIAL EXECUTIVE AGREEMENT
Executive Agreement • August 11th, 2006 • Ziff Davis Holdings Inc • Periodicals: publishing or publishing & printing • Delaware

THIS EXECUTIVE AGREEMENT (this “Agreement”) is made as of May 26, 2006 (the “Effective Date”), by and between Ziff Davis Media Inc., a Delaware corporation (the “Company”) and Jason Young (“Executive”). Certain definitions are set forth in the Appendix to this Agreement.

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ZIFF DAVIS MEDIA INC. 28 East 28th Street New York, New York 10016 February 24, 2006
Severance Agreement • May 15th, 2006 • Ziff Davis Holdings Inc • Periodicals: publishing or publishing & printing • New York

This letter (the “Agreement”) sets forth the agreement between you and Ziff Davis Media Inc. (collectively with its direct and indirect parents and subsidiaries, the “Company”) that:

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EXECUTIVE AGREEMENT
Executive Agreement • March 28th, 2003 • Ziff Davis Holdings Inc • Periodicals: publishing or publishing & printing • New York

THIS EXECUTIVE AGREEMENT (this “Agreement”) is made as of October 23, 2002, by and between Ziff Davis Holdings Inc., a Delaware corporation (the “Company”), Ziff Davis Publishing Inc., a Delaware corporation and a wholly owned indirect subsidiary of the Company (“Publishing”), and Gregory Barton (“Executive”). The Company, Publishing and Executive are sometimes collectively referred to herein as “Parties” and individually as “Party”. Certain definitions are set forth in Section 16 of this Agreement.

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Contract
Publishing License Agreement • May 13th, 2005 • Ziff Davis Holdings Inc • Periodicals: publishing or publishing & printing • New York

This Official PlayStation Magazine Publishing License Agreement (“Agreement”) is effective as of the ___day of ___, 2005 and is entered into by and between SONY COMPUTER ENTERTAINMENT AMERICA INC., (“SCEA”), a Delaware corporation with its principal place of business at 919 E. Hillsdale Boulevard, Foster City CA 94404, and ZIFF DAVIS MEDIA INC., a Delaware corporation with its principal place of business at 28 East 28th Street, New York, New York 10016 (“Ziff Davis”).

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SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • November 8th, 2004 • Ziff Davis Holdings Inc • Periodicals: publishing or publishing & printing • New York

THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is entered into as of July 1, 2004, by and among Ziff Davis Media Inc., a Delaware corporation (the “Borrower”), CIBC World Markets Corp., as lead arranger and bookrunner (the “Lead Arranger”), Deutsche Bank Trust Company Americas, as syndication agent (the “Syndication Agent”), Fleet National Bank, as documentation agent (the “Documentation Agent”), Canadian Imperial Bank of Commerce, as administrative agent (the “Administrative Agent”) and the other Credit Parties party hereto (the “Credit Parties”).

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SECOND SUPPLEMENTAL INDENTURE
Second Supplemental Indenture • May 15th, 2007 • Ziff Davis Holdings Inc • Periodicals: publishing or publishing & printing • New York

This Second Supplemental Indenture (this “Supplemental Indenture”), dated as of October 25, 2002, by and among Ziff Davis Media Inc., a Delaware corporation (the “Company”), the Guarantors (as defined in the Indenture referred to herein) and Deutsche Bank Trust Company Americas, as trustee under the indenture referred to below (the “Trustee”).

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CONFIDENTIAL
Executive Agreement • March 30th, 2004 • Ziff Davis Holdings Inc • Periodicals: publishing or publishing & printing • New York
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THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • August 12th, 2005 • Ziff Davis Holdings Inc • Periodicals: publishing or publishing & printing • New York

THIS THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into as of April ___, 2005, by and among Ziff Davis Media Inc., a Delaware corporation (the “Borrower”), CIBC World Markets Corp., as lead arranger and bookrunner (the “Lead Arranger”), Deutsche Bank Trust Company Americas, as syndication agent (the “Syndication Agent”), Fleet National Bank, as documentation agent (the “Documentation Agent”), Canadian Imperial Bank of Commerce, as administrative agent (the “Administrative Agent”) and the other Credit Parties party hereto (the “Credit Parties”).

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CONFIDENTIAL
Executive Agreement • March 25th, 2005 • Ziff Davis Holdings Inc • Periodicals: publishing or publishing & printing • New York
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SPECIAL BONUS AGREEMENT (Ziff Davis Media Inc.)
Special Bonus Agreement • May 13th, 2005 • Ziff Davis Holdings Inc • Periodicals: publishing or publishing & printing • New York

THIS SPECIAL BONUS AGREEMENT (this “Agreement”) is made as of April 1, 2005 (the “Effective Date”), by and between Ziff Davis Media Inc., a Delaware corporation (the “Company”), and the individual named on the signature line below (“Employee”).

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