0000950123-07-007500 Sample Contracts

THIRD SUPPLEMENTAL INDENTURE
Supplemental Indenture • May 15th, 2007 • Ziff Davis Holdings Inc • Periodicals: publishing or publishing & printing • New York

WHEREAS, the Company issued its Senior Subordinated Compounding Notes due 2009 (the “Notes”), on August 12, 2002, pursuant to that certain Indenture, dated as of August 12, 2002, by and among the Company, the Guarantors named therein or that have become a party thereto from time to time and the Trustee (as amended and supplemented, the “Indenture”);

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REAFFIRMATION OF SECURITY DOCUMENTS AND FIRST AMENDMENT TO FIRST LIEN SECURITY AGREEMENT
Lien Security Agreement • May 15th, 2007 • Ziff Davis Holdings Inc • Periodicals: publishing or publishing & printing • New York

THIS REAFFIRMATION OF SECURITY DOCUMENTS AND FIRST AMENDMENT TO FIRST LIEN SECURITY AGREEMENT, dated as of February 15, 2007 (this “Amendment”), is made by ZIFF DAVIS MEDIA INC., a Delaware corporation (the “Company”), each of the entities listed on the signature page hereto as Guarantors (the “Guarantors,” and together with the Company, each a “Grantor” and, collectively, the “Grantors”) and U.S. BANK NATIONAL ASSOCIATION as “Collateral Trustee” (the “Collateral Trustee”) under the Collateral Trust Agreement (as defined below).

SECOND SUPPLEMENTAL INDENTURE
Second Supplemental Indenture • May 15th, 2007 • Ziff Davis Holdings Inc • Periodicals: publishing or publishing & printing • New York

This Second Supplemental Indenture (this “Supplemental Indenture”), dated as of October 25, 2002, by and among Ziff Davis Media Inc., a Delaware corporation (the “Company”), the Guarantors (as defined in the Indenture referred to herein) and Deutsche Bank Trust Company Americas, as trustee under the indenture referred to below (the “Trustee”).

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