Ziff Davis Media Inc Sample Contracts

Ziff Davis Media Inc – Contact: Aimee D. Levine Derek Irwin (May 2nd, 2003)

NEW YORK, April 30, 2003 – Ziff Davis Holdings Inc., the ultimate parent company of Ziff Davis Media Inc., today reported financial results for the quarter ended March 31, 2003. The Company reported consolidated earnings before interest expense, provision for income taxes, depreciation expense, amortization expense and non-recurring charges (“EBITDA”)¹ of $1.6 million for the quarter ended March 31, 2003, compared to $(5.7) million of consolidated EBITDA losses for the prior year period. This marked the Company’s third consecutive quarter of positive EBITDA.

Ziff Davis Media Inc – AMENDED AND RESTATED EXECUTIVE AGREEMENT (August 14th, 2002)

EXHIBIT 10.2 AMENDED AND RESTATED EXECUTIVE AGREEMENT ---------------------------------------- THIS AMENDED AND RESTATED EXECUTIVE AGREEMENT (this "Agreement") is made as of April 30, 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 Bart Catalane ("Executive"). The Company, Publishing and Executive are sometimes collectively referred to herein as "Parties" and individually as "Party". Upon execution and delivery of this Agreement by each of the Parties, this Agreement shall replace the Prior Agreement (as defined below) and shall be deemed to have taken effect as of November 26, 2001 (the "Effective Date"). Certain definitions are set forth in Section 16 of this Agreement. Execu

Ziff Davis Media Inc – AMENDED AND RESTATED EXECUTIVE AGREEMENT (August 14th, 2002)

EXHIBIT 10.1 AMENDED AND RESTATED EXECUTIVE AGREEMENT ---------------------------------------- THIS AMENDED AND RESTATED EXECUTIVE AGREEMENT (this "Agreement") is made as of April 30, 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 Robert F. Callahan ("Executive"). The Company, Publishing and Executive are sometimes collectively referred to herein as "Parties" and individually as "Party". Upon execution and delivery of this Agreement by each of the Parties, this Agreement shall replace the Prior Agreement (as defined below) and shall be deemed to have taken effect as of October 1, 2001 (the "Effective Date"). Certain definitions are set forth in Section 16 of this Agreement. Ex

Ziff Davis Media Inc – FURNISH UPDATED BUSINESS PLANS, BUDGETS OR PROJECTIONS. (June 18th, 2002)

Exhibit 99.1 FORECASTS OF CERTAIN FINANCIAL INFORMATION In connection with a planned financial restructuring, management of Ziff Davis Media Inc. (the "Company") developed the Company's business plan and prepared certain forecasts of the Company's operating profit, cash flow and certain other information items (the "Forecasts") for the fiscal years 2002 through 2006 (the "Forecast Period"). THE COMPANY DOES NOT, AS A MATTER OF COURSE, PUBLISH ITS BUSINESS PLANS, BUDGETS OR STRATEGIES OR MAKE EXTERNAL PROJECTIONS OR FORECASTS OF ITS ANTICIPATED FINANCIAL POSITIONS OR RESULTS OF OPERATIONS. ACCORDINGLY, THE COMPANY DOES NOT ANTICIPATE THAT IT WILL, AND DISCLAIMS ANY OBLIGATION TO, FURNISH UPDATED BUSINESS PLANS, BUDGETS OR PROJECTIONS. These Forecasts have been prepared by, and are the responsibility of the Company's management. PricewaterhouseCoopers LLP has neither examined nor compiled

Ziff Davis Media Inc – EXECUTIVE AGREEMENT (April 30th, 2002)

Exhibit 10.14 EXECUTIVE AGREEMENT THIS EXECUTIVE AGREEMENT (this "Agreement ") is made as of November 8, 2001, 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 Bart Catalane ("Executive"). Certain definitions are set forth in Section 16 of this Agreement. Executive desires to be employed by Publishing, and Publishing desires to employ Executive and to be assured of its right to have the benefit of Executive's services on the terms and conditions hereinafter set forth. In connection with such employment, Executive desires to acquire from the Company, and the Company desires to issue and sell or grant certain equity interests to Executive. The Company currently anticipates that it will consummate an equity financing in the near future pursuant to which the Company will issue capital stoc

Ziff Davis Media Inc – EMPLOYMENT AGREEMENT (April 30th, 2002)

Exhibit 10.17 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is made as of December 6, 2001, by and between Ziff Davis Publishing Inc., a Delaware corporation and Michael Miller ("Executive"). Certain definitions are set forth in Section 9 of this Agreement. Executive currently serves as the Executive Vice President and Editorial Director of Publishing. Executive and Publishing are entering into this Agreement to set forth the terms and conditions of Executive's continued employment with Publishing, which terms shall replace and supercede any existing terms and conditions of Executive's employment with Publishing. Executive is party to an Executive Stock Agreement (the "Executive Stock Agreement") dated as of August 15, 2000 among Ziff Davis Holdings, Inc., a Delaware corporation (the "Company"), Publishing and Executive, pursuant to which Executive, among other things, (i) purchased certain shares of capital stock of the Compa

Ziff Davis Media Inc – EXECUTIVE AGREEMENT (April 30th, 2002)

Exhibit 10.13 EXECUTIVE AGREEMENT THIS EXECUTIVE AGREEMENT (this "Agreement ") is made as of October 1, 2001, 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 Robert F. Callahan ("Executive"). Certain definitions are set forth in Section 16 of this Agreement. Executive desires to be employed by Publishing, and Publishing desires to employ Executive and to be assured of its right to have the benefit of Executive's services on the terms and conditions hereinafter set forth. In connection with such employment, Executive desires to acquire from the Company, and the Company desires to issue and sell or grant certain equity interests to Executive. The Company currently anticipates that it will consummate an equity financing in the near future pursuant to which the Company will issue capital

Ziff Davis Media Inc – FIFTH AMENDMENT TO CREDIT AGREEMENT (April 30th, 2002)

Exhibit 10.11 FIFTH AMENDMENT TO CREDIT AGREEMENT AND FORBEARANCE AGREEMENT THIS FIFTH AMENDMENT TO CREDIT AGREEMENT AND FORBEARANCE AGREEMENT (this "Agreement") is entered into as of January 14, 2002, by and among Ziff Davis Media Inc., a Delaware corporation (the "Borrower"), CIBC World Markets Corp., as lead arranger and bookrunner (the "Lead Arranger"), Bankers Trust Company, 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"). W I T N E S S E T H: WHEREAS, the Borrower, the Lead Arranger, the Syndication Agent, the Documentation Agent, the Administrative Agent and the Credit Parties are parties to that certain Credit Agreement dated as of April 5, 2000, as amended by that c

Ziff Davis Media Inc – AND FIRST AMENDMENT TO FORBEARANCE AGREEMENT (April 30th, 2002)

Exhibit 10.12 SIXTH AMENDMENT TO CREDIT AGREEMENT AND FIRST AMENDMENT TO FORBEARANCE AGREEMENT THIS SIXTH AMENDMENT TO CREDIT AGREEMENT AND FIRST AMENDMENT TO FORBEARANCE AGREEMENT (this "Agreement") is entered into as of March 14, 2002, by and among Ziff Davis Media Inc., a Delaware corporation (the "Borrower"), CIBC World Markets Corp., as lead arranger and bookrunner (the "Lead Arranger"), Bankers Trust Company, 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"). W I T N E S S E T H : WHEREAS, the Borrower, the Lead Arranger, the Syndication Agent, the Documentation Agent, the Administrative Agent and the Credit Parties are parties to that certain Credit Agreement dated as of April 5,

Ziff Davis Media Inc – EMPLOYMENT AGREEMENT (April 30th, 2002)

Exhibit 10.15 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is made as of November 7, 2001, by and between Ziff Davis Publishing Inc. ("Publishing"), a Delaware corporation and Peter Longo ("Executive"). Certain definitions are set forth in Section 9 of this Agreement. Executive currently serves as the Executive Vice President and Publishing Director - Business Media Group of Publishing. Executive and Publishing are entering into this Agreement to set forth the terms and conditions of Executive's continued employment with Publishing, which terms shall replace and supercede any existing terms and conditions of Executive's employment with Publishing. Executive is party to an Executive Stock Agreement (the "Executive Stock Agreement") dated as of August 15, 2000 among Ziff Davis Holdings Inc., a Delaware corporation (the "Company"), Publishing and Executive, pursuant to which Executive, among other things, (i) purchased certain s

Ziff Davis Media Inc – EMPLOYMENT AGREEMENT (April 30th, 2002)

Exhibit 10.16 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement ") is made as of October 8, 2001, by and between Ziff Davis Publishing Inc. ("Publishing"), a Delaware corporation, and Stephen Moylan ("Executive"). Certain definitions are set forth in Section 9 of this Agreement. Executive desires to be employed by Publishing, and Publishing desires to employ Executive and to be assured of its right to have the benefit of Executive's services on the terms and conditions hereinafter set forth. NOW, THEREFORE, the parties hereto agree as follows: 1. Employment. Publishing shall employ Executive, and Executive hereby accepts employment with Publishing, upon the terms and conditions set forth in this Agreement for the period beginning on the date hereof and ending as provided in Section 4 hereof (the "Employment Period"). 2. Position and Duties. (a) During the Employment Period, Executive shall serve as an Executive Vi

Ziff Davis Media Inc – STOCK PURCHASE AGREEMENT (November 14th, 2001)

Exhibit 10.4 ================================================================================ __________________________________ ZIFF DAVIS HOLDINGS INC. STOCK PURCHASE AGREEMENT __________________________________ Dated as of August 30, 2001 ================================================================================ TABLE OF CONTENTS ----------------- Page Section 1. Authorization and Closing .................................. 1 1A. Authorization of the Preferred Stock ....................... 1 1B. Purchase and Sale of the Stock ............................. 2 1C. The Closi

Ziff Davis Media Inc – STOCK PURCHASE AGREEMENT (November 14th, 2001)

Exhibit 10.2 ================================================================================ ------------------------------------ ZIFF DAVIS HOLDINGS INC. STOCK PURCHASE AGREEMENT ------------------------------------ Dated as of May 2, 2001 ================================================================================ TABLE OF CONTENTS ----------------- Page 1. Authorization and Closing 1 1A. Authorization of the Preferred Stock ..........................1 1B. Purchase

Ziff Davis Media Inc – STOCK PURCHASE AGREEMENT (November 14th, 2001)

Exhibit 10.3 =============================================================================== ---------------------------------- ZIFF DAVIS HOLDINGS INC. STOCK PURCHASE AGREEMENT ---------------------------------- Dated as of July 13, 2001 =============================================================================== TABLE OF CONTENTS Page Section 1. Authorization and Closing ...................................... 1 1A. Authorization of the Preferred Stock ........................... 1 1B. Purchase and Sale of the Stock ................................. 1 1C. The Closing .................................................... 2 Section 2. Condi

Ziff Davis Media Inc – FOURTH AMENDMENT TO CREDIT AGREEMENT (November 14th, 2001)

EXHIBIT 10.1 FOURTH AMENDMENT TO CREDIT AGREEMENT AND REAFFIRMATION AGREEMENT THIS FOURTH AMENDMENT TO CREDIT AGREEMENT AND REAFFIRMATION AGREEMENT (this "Amendment") is entered into as of July 13, 2001, by and among Ziff Davis Media Inc., a Delaware corporation (the "Borrower"), CIBC World Markets Corp., as lead arranger and bookrunner (the "Lead Arranger"), Bankers Trust Company, 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 signatory hereto (the "Credit Parties"). W I T N E S S E T H: - - - - - - - - - - WHEREAS, the Borrower, the Lead Arranger, the Syndication Agent, the Documentation Agent,

Ziff Davis Media Inc – EXECUTIVE AGREEMENT (July 16th, 2001)

Exhibit 10.9 EXECUTIVE AGREEMENT THIS EXECUTIVE AGREEMENT (this "Agreement") is made as of --------- December 6, 2000, 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 Wenda Harris Millard ("Executive"). Certain definitions are set forth in Section 17 of --------- this Agreement. Executive desires to be employed by Publishing, and Publishing desires to employ Executive and to be assured of its right to have the benefit of Executive's services on the terms and conditions hereinafter set forth. In connection with such employment, Executive's primary responsibilities will be related to the businesses of