EXHIBIT 10.38
ZIFF ▇▇▇▇▇ HOLDINGS INC.
▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
February 25, 2005
▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇▇'▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Dear Bart:
Reference is made to that certain Amended and Restated Executive
Agreement, dated as of April 30, 2002, by and among Ziff ▇▇▇▇▇ Holdings Inc.,
Ziff ▇▇▇▇▇ Publishing Inc. and you (the "Executive Agreement"), as amended by
that certain letter agreement dated as of December 30, 2004 by and among Ziff
▇▇▇▇▇ Holdings Inc., Ziff ▇▇▇▇▇ 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 ▇▇▇▇▇ HOLDINGS INC.
By: ________________________
Its: ________________________
ZIFF ▇▇▇▇▇ PUBLISHING INC.
By: ________________________
Its: ________________________
EXECUTIVE:
____________________________
▇▇▇▇ ▇▇▇▇▇▇▇▇
2
CONSENT TO AMENDMENT OF PRIOR AGREEMENT
WS Fund III hereby consents to the foregoing amendment of the Executive
Agreement by and among Ziff ▇▇▇▇▇ Holdings Inc., Ziff ▇▇▇▇▇ Publishing Inc. and
▇▇▇▇ ▇▇▇▇▇▇▇▇, dated April 30, 2002, as amended by that certain letter
agreement, dated as of December 30, 2004, by and among Ziff ▇▇▇▇▇ Holdings Inc.,
Ziff ▇▇▇▇▇ Publishing Inc. and ▇▇▇▇ ▇▇▇▇▇▇▇▇. This signature is solely for the
purpose of consenting to such amendment and shall not have any other
significance or effect.
▇▇▇▇▇▇ ▇▇▇▇▇ & PARTNERS III, L.P.
▇▇▇▇▇▇ ▇▇▇▇▇ & PARTNERS DUTCH III-A, L.P.
▇▇▇▇▇▇ ▇▇▇▇▇ & PARTNERS DUTCH III-B, L.P.
▇▇▇▇▇▇ ▇▇▇▇▇ & PARTNERS III-C, L.P.
By: ▇▇▇▇▇▇ ▇▇▇▇▇ & Partners Management III, L.P.
Its: General Partner
By: ▇▇▇▇▇▇ ▇▇▇▇▇ & Partners Management III, L.L.C.
Its: General Partner
By: ________________________________
Its: Member
3
