EXHIBIT 10.37
ZIFF XXXXX HOLDINGS INC.
00 X. 00xx Xxxxxx
Xxx Xxxx, XX 00000
February 25, 0000
Xxxxxx 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 (the "Executive Agreement"), as amended by
that certain letter agreement dated as of December 30, 2004 by and among Ziff
Xxxxx Holdings Inc., Ziff Xxxxx Publishing Inc. and you (the "Amendment"). The
Executive Agreement, after giving effect to the Amendment, is referred to herein
as the "Amended Executive Agreement". Capitalized terms used, but not otherwise
defined, herein shall have the meanings given to such terms in the Amended
Executive Agreement.
This will reflect our agreement that the Amended Executive Agreement
is amended as follows: the references to "February 28, 2005" in Section 11(a),
Section 11(c) and the first sentence of Section 11(d) of the Amended Executive
Agreement are each replaced with references to "March 31, 2005."
Except as amended hereby, the Amended Executive Agreement remains in
full force and effect. This letter agreement shall be construed in accordance
with, and form an integral part of, the Amended 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 Xxxxxxxx
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CONSENT TO AMENDMENT OF PRIOR AGREEMENT
WS Fund III hereby consents to the foregoing amendment of the Executive
Agreement by and among Ziff Xxxxx Holdings Inc., Ziff Xxxxx Publishing Inc. and
Xxxxxx Xxxxxxxx, dated April 30, 2002, as amended by that certain letter
agreement, dated as of December 30, 2004, by and among Ziff Xxxxx Holdings Inc.,
Ziff Xxxxx Publishing Inc. and Xxxxxx Xxxxxxxx. 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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