ZIFF DAVIS MEDIA INC. AND EACH OF THE GUARANTORS PARTY HERETO SENIOR SECURED FLOATING RATE NOTES DUE 2012Indenture • 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.
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
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 PurchasersRegistration 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).
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 TrusteeFirst 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”).
