THIRD SUPPLEMENTAL INDENTURE
Exhibit 10.2
THIRD SUPPLEMENTAL INDENTURE (the “Supplemental Indenture”), dated as of February 15,
2007, between Ziff Xxxxx Media Inc., a Delaware corporation (the “Company”),the entities
listed on the signature pages hereto as Guarantors (the “Guarantors”) and Deutsche Bank
Trust Company Americas, as trustee under the Indenture referred to herein (the “Trustee”).
All capitalized terms used herein without definitions herein shall have the meanings ascribed
thereto in the Indenture referred to herein.
WITNESSETH:
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”);
WHEREAS, Section 9.02 of the Indenture authorizes the Company and the Trustee, from time to
time, with the consent of the Holders of not less than a majority in principal amount of
outstanding Notes (which, pursuant to Section 2.14 of the Indenture refers to Compounded Value), as
and when authorized by the appropriate corporate action to amend the Indenture by supplemental
indenture for the purpose therein set forth;
WHEREAS, in accordance with Section 9.02 of the Indenture, the Trustee, the Company and the
Holders of not less than a majority in Compounded Value of the outstanding Notes as of the date
hereof have agreed to amend certain terms of the Indenture as fully set forth herein; and
WHEREAS, the Company and the Guarantors, by appropriate corporate action, have determined to
amend the provisions of the Indenture in the manner described herein and have taken all acts and
proceedings required by law, by the Indenture, and by their respective certificates of
incorporation necessary to duly authorize, execute and deliver this Supplemental Indenture and to
constitute this Supplemental Indenture a legal, valid and binding agreement of the Company and the
Guarantors enforceable against the Company and the Guarantors in accordance with the terms herein;
NOW, THEREFORE, the parties hereto agree as follows:
Section 1.1. Amendment of Section 1.01. The definition of “Credit Facility” in
Section 1.01 of the Indenture is hereby amended by deleting the existing definition in its entirety
and replacing it with the following:
““Credit Facility” means, either individually or collectively, (1) that Amended and Restated
Credit Agreement, dated as of August 12, 2002, among the Company, the banks, financial institutions
and other institutional lenders from time to time party thereto and Canadian Imperial Bank of
Commerce, as Administrative Agent for the lender parties thereunder, together with all “Loan
Documents” as defined therein and all other documents related thereto (including, without
limitation, any notes, guarantee agreements and security documents), in each case as such
agreements may be amended (including any amendment and restatement thereof), supplemented or
otherwise modified from time to time, including any agreement or agreements extending the maturity
of, refinancing, renewing, replacing or otherwise restructuring (including increasing the amount of
available borrowings thereunder (provided that such increase in borrowings is permitted by Section
4.09 herein) or adding Subsidiaries of the Company as additional borrowers or guarantors
thereunder), in whole or in part, all or any portion of the Indebtedness under such agreement or
agreements or any successor or replacement agreement or agreements and whether by the same or any
other agent, lender or group of lenders or other party thereto or any other institutional lender or
investor or by one or more agreements, which term includes, for avoidance of doubt, that Indenture,
dated as of April 22, 2005, by and among the Company, the entities parties thereto from time to
time as “Guarantors” and U.S. Bank National Association, as “Trustee”, together with all “Note
Documents” as defined therein and all other documents related thereto; and (2) that Note Purchase
Agreement, dated as of February ___, 2007, by and among the Company, the entities parties thereto
from time to time as “Guarantors” and the entities parties thereto as “Purchasers”, together with
all “Note Documents” as defined therein and all other documents related thereto (including, without
limitation, any notes, guarantee agreements and security documents), in each case as such
agreements may be amended (including any amendment and restatement thereof), supplemented or
otherwise modified from time to time, including any agreement or agreements extending the maturity
of, refinancing, renewing, replacing or otherwise restructuring (including increasing the amount of
available borrowings thereunder (provided that such increase in borrowings is permitted by Section
4.09 herein) or adding Subsidiaries of the Company as additional borrowers or guarantors
thereunder), in whole or in part, all or any portion of the Indebtedness under such agreement or
agreements or any successor or replacement agreement or agreements and whether by the same or any
other agent, lender or group of lenders or other party thereto or any other institutional lender or
investor or by one or more agreements.”
Section 1.2. Amendment of Section 1.01. Clause (1) of the definition of “Permitted
Indebtedness” in Section 1.01 of the Indenture is hereby amended by deleting the existing clause
(1) in its entirety and replacing it with the following:
“(1) the incurrence by the Company and its Subsidiaries of Indebtedness under the Credit
Facility; provided that the aggregate principal amount of all Indebtedness (with letters of
credit being deemed to have a principal amount equal to the maximum potential liability of the
Company and those Restricted Subsidiaries thereunder) outstanding under the Credit Facility in
reliance on this clause (1) does not exceed an amount equal to $238.0 million less any mandatory
prepayment made thereunder (to the extent, in the case of payments of revolving credit borrowings,
that the corresponding commitments have been permanently reduced);”
Section 2. Operative Effect of Amendments. This Supplemental Indenture and the
amendments effected hereby shall become operative immediately upon execution by the parties
hereto.
Section 3. Instruments to be Read Together. This Supplemental Indenture is an
indenture supplemental to the Indenture; and, as such, said Indenture and this Supplemental
Indenture shall henceforth be read together. To the extent that the Notes conflict with or are
inconsistent with the terms of this Supplemental Indenture, the terms of this Supplemental
Indenture shall govern.
Section 4. Trustee Disclaimer. The Trustee has accepted the amendment of the Indenture
effected by this Supplemental Indenture and agrees to execute the trust created by the Indenture as
hereby amended, but only upon the terms and conditions set forth in the Indenture, including the
terms and provisions defining and limiting the liabilities and responsibilities of the Trustee,
and, without limiting the generality of the foregoing, the Trustee shall not be responsible in any
manner whatsoever for or with respect to any of the recitals or statements contained herein, all of
which recitals or statements are made solely by the Company, or for or with respect to (a) the
validity or sufficiency of this Supplemental Indenture or any of the terms or provisions hereof,
(b) the proper authorization hereof by the Company or any of the Guarantors by corporate action or
otherwise, (c) the due execution hereof by the Company and the Guarantors, (d) the consequences
(direct or indirect and whether deliberate or inadvertent) of any amendment herein provided for,
and the Trustee makes no representation with respect to any such matters and (e) the validity or
sufficiency of the solicitation or the consent solicitation materials or procedure in connection
therewith.
Section 5. Trust Indenture Act Controls. If any provision of this Supplemental
Indenture limits, qualifies or conflicts with another provision that is required to be included in
this Supplemental Indenture or the Indenture by the TIA, the required provision shall control.
Section 6. Governing Law. The internal law of the State of New York shall govern and
be used to construe this Supplemental Indenture without giving effect to applicable principles of
conflicts of law (other than Section 5-1401 of the New York General Obligations Law) to the extent
that the application of the laws of another jurisdiction would be required thereby.
Section 7. Counterparts. This Supplemental Indenture may be signed in any number of
counterparts (including by facsimile), each of which shall be an original, with the same effect as
if the signatures thereto and hereto were upon the same instrument.
Section 8. Severability. In case any provision in this Supplemental Indenture shall
be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.
Section 9. Ratification. Except as expressly amended hereby, each provision of the
Indenture shall remain in full force and effect and, as amended hereby, the Indenture is in all
respects agreed to, ratified and confirmed by each of the Company, each of the Guarantors and the
Trustee.
* * * * *
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed as of the date first above written.
| ZIFF XXXXX MEDIA INC. | ||||||||
| By: | ||||||||
| Name: | ||||||||
| Title: | ||||||||
| ZIFF XXXXX PUBLISHING HOLDINGS INC. | ||||||||
| ZIFF XXXXX PUBLISHING INC. | ||||||||
| ZIFF XXXXX INTERNET INC. | ||||||||
| ZIFF XXXXX DEVELOPMENT INC. | ||||||||
| As Guarantors | ||||||||
| By: | ||||||||
| Name: | ||||||||
| Title: | ||||||||
| DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee | ||||||||
| By: | ||||||||
| Name: | ||||||||
| Title: Authorized Signatory | ||||||||
