EXHIBIT 10.35
ZIFF XXXXX HOLDINGS INC.
00 X. 00xx Xxxxxx
Xxx Xxxx, XX 00000
December 30, 2004
Xxxxxx X. Xxxxxxxx
0 Xxxxxxxx Xxxx
Xxx, XX 00000
Dear Xxx:
Reference is made to that certain Amended and Restated Executive
Agreement, dated as of April 30, 2002, by and among Ziff Xxxxx Holdings Inc.,
Ziff Xxxxx Publishing Inc. and you (as amended, the "Executive Agreement").
Capitalized terms used, but not otherwise defined, herein shall have the
meanings given to such terms in the Executive Agreement.
This will reflect our agreement that the Executive Agreement is
amended as follows: the references to "December 31, 2004" in Section 11(a),
Section 11(c) and the first sentence of Section 11(d) of the Executive Agreement
are each replaced with references to "February 28, 2005."
Except as amended hereby, the Executive Agreement remains in full
force and effect. This letter agreement shall be construed in accordance with,
and form an integral part of, the Executive Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this letter
agreement on the date first written above.
ZIFF XXXXX HOLDINGS INC.
By: ________________________
Its: ________________________
ZIFF XXXXX PUBLISHING INC.
By: ________________________
Its: ________________________
EXECUTIVE:
_____________________________
Xxxxxx X. Xxxxxxxx
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CONSENT TO AMENDMENT OF EXECUTIVE AGREEMENT
WS Fund III hereby consents to the amendment of the Executive Agreement by and
among Ziff Xxxxx Holdings Inc., Ziff Xxxxx Publishing Inc. and Xxxxxx X.
Xxxxxxxx dated April 30, 2002. This signature is solely for the purpose of
consenting to such amendment and shall not have any other significance or
effect.
XXXXXX XXXXX & PARTNERS III, L.P.
XXXXXX XXXXX & PARTNERS DUTCH III-A, L.P.
XXXXXX XXXXX & PARTNERS DUTCH III-B, L.P.
XXXXXX XXXXX & PARTNERS III-C, L.P.
By: Xxxxxx Xxxxx & Partners Management III, L.P.
Its: General Partner
By: Xxxxxx Xxxxx & Partners Management III, L.L.C.
Its: General Partner
By: ________________________________
Its: Member
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