EXHIBIT 10.1



 




EXHIBIT 10.1




SECOND AMENDMENT



TO




AMENDED AND RESTATED CREDIT
AGREEMENT



     
THIS SECOND AMENDMENT TO AMENDED AND RESTATED
CREDIT AGREEMENT (this “Agreement”) is entered
into as of July 1, 2004, by and among Ziff Davis Media
Inc., a Delaware corporation (the “Borrower”),
CIBC World Markets Corp., as lead arranger and bookrunner (the
“Lead Arranger”), Deutsche Bank Trust Company
Americas, 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 Amended
and Restated Credit Agreement dated as of August 12, 2002,
as amended by that certain First Amendment to Amended and
Restated Credit Agreement dated as of September 17, 2002
(as the same may be amended, restated, supplemented or otherwise
modified from time to time, the “Credit
Agreement”); and



     
WHEREAS, the Borrower has requested, and the
Credit Parties have agreed, to amend the Credit Agreement to the
extent set forth herein;



     
NOW THEREFORE, in consideration of the premises
set forth above, the terms and conditions contained herein and
other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby
agree that all capitalized terms used herein shall have the
meanings ascribed thereto in the Credit Agreement, as amended
hereby, except as otherwise defined or limited herein, and
further agree, subject to the conditions precedent to this
Amendment hereinafter set forth, as follows:



     
1.     Amendments to
Article 1.



     
(a) Article 1 of the Credit Agreement,
Definitions, is hereby modified and amended by adding the
following new definitions in appropriate alphabetical order:




		
	 	     
    ““Basket Projection Amount”
    shall have the meaning set forth in Section 7.5(x)
    hereof.”
    
	 
	 	     
    ““Cash Acquisition Charges”
    shall mean, with respect to any Investment or Acquisition, the
    actual cash paid to a Seller on the Investment/ Acquisition
    Closing Date or, to be paid to such Seller after the Investment/
    Acquisition Closing Date pursuant to any promissory note issued
    in connection with such Investment or Acquisition, but excluding
    any Contingent Purchase Payments.”
    
	 
	 	     
    ““Contingent Purchase
    Payments” shall mean, with respect to any Investment or
    Acquisition, the portion of the consideration (excluding any new
    equity issued or to be issued in connection therewith) which
    payment is contingent upon the performance of the Target after
    the Investment/ Acquisition Closing Date, measured over any time
    period that ends at least one (1) year after the
    Investment/ Acquisition Closing Date.”
    
	 
	 	     
    ““Conversion” shall have
    the meaning set forth in Section 7.5(xiii)”
    
	 
	 	     
    ““Earnout Payment” shall
    have the meaning set forth in Section 7.5(x) hereof.”
    
	 
	 	     
    ““Executive Order
    No. 13224” means Executive Order No. 13224 on
    Terrorist Financing, effective September 24, 2001, as the
    same has been, or shall hereafter be, renewed, extended, amended
    or replaced.”
    




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    ““Investment/ Acquisition Closing
    Date” shall mean, with respect to any Investment or
    Acquisition, the closing date of such Investment or
    Acquisition.”
    
	 
	 	     
    ““Investment/ Acquisition
    Measurement Date” shall mean, with respect to any
    Investment or Acquisition, the last calendar day of the most
    recent quarter ended prior to the Investment/ Acquisition
    Closing Date with respect to which the Borrower, as of the
    Invest/ Acquisition Closing Date, was obligated to have
    delivered financial statements pursuant to Article 6
    hereof.”
    
	 
	 	     
    ““OFAC” shall mean the
    Office of Foreign Assets Control of the United States Department
    of the Treasury.”
    
	 
	 	     
    ““Period” shall mean, with
    respect to any Investment or Acquisition, the twelve
    (12) month period ended on the Investment/ Acquisition
    Measurement Date.”
    
	 
	 	     
    ““Permitted Foreign Joint Venture
    Acquisitions and Investments” shall mean Acquisitions
    of and Investments in foreign joint ventures by means of any
    combination of (a) cash consideration in an amount not to
    exceed during the term of the Agreement, the sum of $3,000,000,
    plus Recycled Proceeds, and (b) use of Trademarks as
    consideration, provided, that the value of any such individual
    Trademarks so used does not exceed $1,000,000.”
    
	 
	 	     
    ““Pre-Maturity Contingent Purchase
    Payments” shall mean, with respect to any Investment or
    Acquisition, Contingent Purchase Payments payable after the
    Investment/ Acquisition Closing Date and on or prior to the date
    that is 90 days after the Final Maturity Date.”
    
	 
	 	     
    ““Post-Maturity Contingent Purchase
    Payments” shall mean, with respect to any Investment or
    Acquisition, Contingent Purchase Payments payable after the date
    that is 90 days following the Final Maturity Date.”
    
	 
	 	     
    ““Pre-Maturity Payments”
    shall mean, with respect to any Investment or Acquisition, the
    sum of Cash Acquisition Charges and Pre-Maturity Contingent
    Purchase Payments.”
    
	 
	 	     
    ““Pro Forma Senior Leverage
    Ratio” shall mean with respect to any Investment or
    Acquisition, the Senior Leverage Ratio as adjusted as if
    (a) the Cash Acquisition Charges relative to such
    Investment or Acquisition had been incurred at the commencement
    of the Period and (b) the Target had been acquired at the
    commencement of the Period, provided, that the EBITDA of the
    Target during the Period shall be inclusive of such reasonable
    adjustments that may be proposed by the Borrower and approved by
    the Administrative Agent.”
    
	 
	 	     
    ““Recycled Proceeds” shall
    mean the amount of any Net Proceeds from the sales, transfers or
    other dispositions by the Borrower and/or any of its
    Subsidiaries of its and/or their ownership interests in foreign
    joint ventures, to the extent Borrower is not required pursuant
    to Section 2.7(b)(i) to apply such Net Proceeds to
    permanently reduce the Loans in accordance with
    Section 2.7(d).”
    
	 
	 	     
    ““Second Amendment Date”
    shall mean July 1, 2004.”
    
	 
	 	     
    ““Target” shall mean the
    assets or interests acquired pursuant to Section 7.5(x)
    hereof.”
    
	 
	 	     
    ““USA Patriot Act” shall
    mean the Uniting and Strengthening America by Providing
    Appropriate Tools Required to Intercept and Obstruct Terrorism
    Act of 2001, Pub. L. No. 107-56, 115 Stat. 272 (2001), as
    the same has been, or shall hereafter be, renewed, extended,
    amended or replaced.”
    




     
(b) Article 1 of the Credit Agreement,
Definitions, is hereby further modified and amended by
deleting the definition of “Fixed Charges” and by
substituting the following in lieu thereof:




		
	 	     
    ““Fixed Charges’ shall
    mean, for any period, for the Borrower and its Restricted
    Subsidiaries, on a consolidated basis, the sum of the following
    for such period: (a) cash Interest Expense;
    (b) scheduled, permanent principal repayments with respect
    to Borrower Debt; (c) Capital Expenditures (other than
    Capital Expenditures funded by Available Cash Flow);
    (d) cash income, franchise and foreign withholding taxes
    payable; and (e) Restricted Payments permitted under
    Sections 7.7(c) or 7.7(f)
    




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    hereof. Earnout Payments and Cash Acquisition
    Charges shall not be included in the definition of Fixed Charges
    for any purpose.
    




     
(c) Article 1 of the Credit Agreement,
Definitions, is hereby further modified and amended by
deleting the definition of “Permitted Acquisitions”
and by substituting the following in lieu thereof:




		
	 	     
    ““Permitted Acquisitions”
    shall mean Acquisitions made by the Borrower or any of its
    Subsidiaries as and to the extent permitted under
    Section 7.5 hereof.”
    




     
(d) Article 1 of the Credit Agreement,
Definitions, is hereby further modified and amended by
deleting the definition of “Permitted Disposition” and
by substituting the following in lieu thereof:




		
	 	     
    “Permitted Disposition” shall
    mean any sale, lease, abandonment, transfer, trade or other
    disposition of Assets by the Borrower or any of its Subsidiaries
    as and to the extent permitted under Section 7.5
    hereof.”
    




     
(e) Article 1 of the Credit Agreement,
Definitions, is hereby further modified and amended by
deleting the definition of “Restricted Subsidiaries”
and by substituting the following in lieu thereof:




		
	 	     
    “Restricted Subsidiaries” shall
    mean all Subsidiaries of the Borrower other than the Foreign
    Subsidiaries.”
    




     
(f) Article 1 of the Credit Agreement,
Definitions, is hereby further modified and amended by deleting
the existing definitions of “Closing Equity”,
“Equity Collateral Account”, “eTesting
Labs,” “eTesting Labs Disposition,”
“eTesting Sale Proceeds,” “Specified Equity
Contributions” and “Unrestricted Subsidiaries.”



     
2. Amendment to Section 2.7.
Section 2.7(b) of the Credit Agreement, Disposition of
Assets, is hereby modified and amended by deleting
clause (i) thereof in its entirety and substituting the
following in lieu thereof:




		
	 	     
    “(i) If, after the Second Amendment
    Date, the Borrower or any of its Subsidiaries shall sell,
    transfer or otherwise dispose of (including, without limitation,
    by way of condemnation or casualty to the extent not covered by
    insurance) any Assets with Net Proceeds in excess of $1,500,000
    in the aggregate during the period from the Second Amendment
    Date through the Final Maturity Date (including, without
    limitation, any Equity Interests in any Subsidiary, but not
    including (A) the sale of obsolete equipment and inventory,
    (B) the sale, transfer or other disposition of fixed Assets
    that are replaced by property of substantially equivalent value
    in the ordinary course of business, (C) the sale or lease
    of databases, software, subscriber lists or office or laboratory
    space, or the licensing of intellectual property, in each case
    in the ordinary course of business, (D) the sale of Cash
    Equivalents, and (E) the sale or discount of accounts
    receivable in connection with compromise or collection (but
    not in connection with accounts receivable securitizations or
    similar transactions)), one hundred percent (100%) of the Net
    Proceeds from such sale, transfer or other disposition to the
    extent that the aggregate Net Proceeds of all sales, transfers
    or other dispositions of Assets during the period from the
    Second Amendment Date through the Final Maturity Date exceeds
    $1,500,000 shall, (I) in the case of Net Proceeds received
    by the Borrower, be applied on the date of receipt thereof, and
    (II) in the case of Net Proceeds received by any Subsidiary
    of the Borrower, be promptly distributed on a pro rata basis to
    all of such Subsidiary’s equity holders and on the date of
    the Borrower’s receipt of its pro rata share of any such
    Net Proceeds, be applied, in either case, to permanently reduce
    the Loans pursuant to Section 2.7(d) hereof.”
    




     
3. Amendment to Section 4.1.
Section 4.1(e) of the Credit Agreement, Business, is
hereby deleted in its entirety and the following substituted in
lieu thereof:




		
	 	     
    “(e) Business. The Borrower and
    its Restricted Subsidiaries are engaged in any or all of the
    following: (a) the business of publishing, in print or on
    the Internet, magazines in the United States and Europe, and in
    business activities related thereto (including without
    limitation conducting conferences and industry events and
    licensing content from such magazines and trademarks),
    (b) the business of acquiring, developing and managing
    Internet initiatives, new magazine publishing initiatives and
    events with respect to new or existing magazines, and
    (c) creating and holding interests in third parties obtained
    




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    by means of Permitted Acquisitions and Permitted
    Investments (including, without limitation, by Permitted Foreign
    Joint Venture Acquisitions and Investments).”
    




     
4. Amendment to Section 5.2.
Section 5.2 of the Credit Agreement, Business;
Compliance with Applicable Law, is hereby modified and
amended by deleting the first sentence therefrom and by
substituting the following in lieu thereof:




		
	 	     
    “The Borrower will, and will cause each of
    its Restricted Subsidiaries to, engage solely in any or all of
    the following: (a) the business of publishing, in print or
    on the Internet, magazines in the United States and Europe, and
    in business activities related thereto (including without
    limitation conducting conferences and industry events and
    licensing content from such magazines and trademarks),
    (b) the business of acquiring, developing and managing
    Internet initiatives, new magazine publishing initiatives and
    events with respect to new or existing magazines, and
    (c) creating and holding interests in third parties
    obtained by means of Permitted Acquisitions and Permitted
    Investments (including without limitation by Permitted Foreign
    Joint Venture Acquisitions and Investments.”
    




     
5. Amendment to Section 6.1.
Section 6.1 of the Credit Agreement, Monthly Financial
Statements and Information, is hereby deleted in its
entirety and the following substituted in lieu thereof:




		
	 	     
    “Section 6.1 Monthly Financial
    Statements and Information. Within thirty (30) days
    after the last day of each month (other than March, June,
    September and December), unaudited balance sheets of Holdco, on
    a consolidated basis with Intermediate Holdco, the Borrower and
    the Restricted Subsidiaries, as of the end of such month and as
    of the end of the preceding fiscal year, and the related
    statements of operations and the related statements of cash
    flows of Holdco, on a consolidated basis with Intermediate
    Holdco, the Borrower and the Restricted Subsidiaries, and the
    related revenue and EBITDA on a consolidating (by publication or
    group) basis, for such month and for the elapsed portion of the
    year ended with the last day of such month, which shall set
    forth in comparative form such figures (x) as at the end of
    and for such month, (y) as against the corresponding month
    during the preceding fiscal year and (z) as against the
    figures set forth for such month in the Borrower’s business
    plan provided to the Credit Parties pursuant to
    Section 6.5(c) hereof. The foregoing financial statements
    shall be certified by a Principal Officer to be, in his or her
    opinion, complete and correct in all material respects and to
    present fairly in all material respects, in accordance with
    GAAP, the financial position of Holdco, on a consolidated basis
    with Intermediate Holdco, the Borrower and the Restricted
    Subsidiaries, and, as applicable, on a consolidating (by
    publication or group) basis, as at the end of such period and
    the results of operations for such period, and for the elapsed
    portion of the year ended with the last day of such period,
    subject only to normal year-end adjustments and the absence of
    footnotes. Notwithstanding anything to the contrary contained in
    the foregoing, the Borrower will furnish draft monthly financial
    statements with respect to December during each fiscal year of
    the Borrower, within sixty (60) days after the last day of
    such month.”
    




     
6. Amendment to Section 6.2.
Section 6.2 of the Credit Agreement, Quarterly Financial
Statements and Information, is hereby deleted in its
entirety and the following substituted in lieu thereof:




		
	 	     
    “Section 6.2 Quarterly
    Financial Statements and Information. Within forty-five
    (45) days after the last day of each of the first three
    (3) quarters, and within one-hundred five (105) days
    after the last day of the fourth quarter, of each fiscal year of
    the Borrower, unaudited balance sheets of Holdco, on a
    consolidated basis with Intermediate Holdco, the Borrower and
    the Restricted Subsidiaries, as at the end of such quarter and
    as of the end of the preceding fiscal year, and the related
    statements of operations and the related statements of cash
    flows of Holdco, on a consolidated basis with Intermediate
    Holdco, the Borrower and the Restricted Subsidiaries, and the
    related revenue and EBITDA on a consolidating (by publication or
    group) basis, for such quarter and for the elapsed portion of
    the year ended with the last day of such quarter, which shall
    set forth in comparative form such figures (x) as at the
    end of and for such quarter, (y) as against the
    corresponding quarter during the preceding fiscal year and
    (z) as against the figures set forth in the Borrower’s
    business plan provided to the Credit Parties pursuant to
    Section 6.5(c) hereof. The foregoing financial statements
    shall be certified by a Principal Officer to be, in his or her
    opinion, complete and correct in all material respects and to
    present fairly in all material
    




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    respects, in accordance with GAAP, the financial
    position of Holdco, on a consolidated basis with Intermediate
    Holdco, the Borrower and the Restricted Subsidiaries, and as
    applicable, on a consolidating (by publication or group) basis,
    as at the end of such period and the results of operations for
    such period, and for the elapsed portion of the year ended with
    the last day of such period, subject only to normal year-end
    adjustments and the absence of footnotes. Notwithstanding
    anything to the contrary contained in the foregoing, the
    Borrower will furnish draft quarterly financial statements with
    respect to the fourth fiscal quarter during each fiscal year of
    the Borrower, within sixty (60) days after the last day of
    such quarter.”
    




     
7. Amendment to Section 6.3.
Section 6.3 of the Credit Agreement, Annual Financial
Statements and Information, is hereby deleted in its
entirety and the following substituted in lieu thereof:




		
	 	     
    “Section 6.3 Annual Financial
    Statements and Information. Within one hundred five
    (105) days after the end of each fiscal year of the
    Borrower, the audited balance sheet of Holdco, on a consolidated
    basis with Intermediate Holdco, the Borrower and the Restricted
    Subsidiaries, as at the end of such fiscal year and the related
    audited statement of income and retained earnings or deficit and
    related statements of cash flows of Holdco, on a consolidated
    basis with Intermediate Holdco, the Borrower and the Restricted
    Subsidiaries, for such fiscal year, setting forth in comparative
    form the figures as at the end of and for the previous fiscal
    year and certified, without any qualifications or explanatory
    paragraphs, by independent certified public accountants of
    national recognized standing, whose opinion shall be in scope
    and substance reasonably satisfactory to the Agents, and include
    a statement certifying that no Default or Event of Default was
    detected during the examination of Holdco and its Subsidiaries
    and that such accountants have authorized Holdco to deliver such
    financial statements and opinion thereon to the Credit Parties
    pursuant to this Agreement.”
    




     
8. Amendment to Section 6.4.
Section 6.4 of the Credit Agreement, Performance
Certificates, is hereby deleted in its entirety and the
following substituted in lieu thereof:




		
	 	     
    “Section 6.4 Performance
    Certificates. At the time the financial statements are
    furnished pursuant to Section 6.2 hereof (other than any
    draft financial statements delivered with respect to any
    December of any fiscal year of the Borrower), a Performance
    Certificate:
    





		
	 	     
    “(i) setting forth as at the end of
    such fiscal quarter, the arithmetical calculations required to
    establish (A) whether the Borrower was in compliance with
    the requirements of the Financial Covenants, and (B) the
    Applicable Margin;
    
	 
	 	     
    (ii) setting forth a summary of all
    Permitted Investments and Permitted Acquisitions during the
    applicable fiscal quarter, which summary shall (A) include
    the total amount of each such Permitted Investment and Permitted
    Acquisition consummated from and after the Second Amendment
    Date, (B) identify the Person making such Investment or
    Acquisition, and (C) set forth as applicable the
    projections in the Borrower’s “base case” that
    are relevant to the calculation of the Contingent Purchase
    Payments and the Basket Projection Amounts of each such
    Permitted Investment or Permitted Acquisition; and
    
	 
	 	     
    “(iii) stating that, to the best of his
    or her knowledge, no Default or Event of Default has occurred as
    at the end of such period, or, if a Default or an Event of
    Default has occurred, disclosing each such Default or Event of
    Default and its nature, when it occurred, whether it is
    continuing and the steps being taken by the Borrower with
    respect to such Default or Event of Default.”
    




     
9. Amendment to Section 6.5.



     
(a) Section 6.5 of the Credit
Agreement, Other Reports, is hereby modified and amended by
deleting subsection (c) in its entirety and by
substituting the following in lieu thereof:




		
	 	     
    “(c) Annually, and in no event later than
    January 31 of any year, a copy of the Borrower’s
    annual business plan, including (i) updated financial
    projections for itself and its Subsidiaries, on a consolidated
    basis, set forth on a monthly, by publication or group basis for
    such fiscal year and (ii) balance sheets and cash flow
    statements, on a monthly basis, for the Borrower and the
    Restricted Subsidiaries taken as a whole.”
    




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    (b) Section 6.5 of the Credit
    Agreement, Other Reports, is hereby modified and amended
    by adding subsection (h) to the end of
    Section 6.5 as follows:
    





		
	 	     
    “(h) Five (5) Business Days prior to
    the Investment/ Acquisition Closing Date of any Permitted
    Acquisition or Permitted Investment, an Acquisition and
    Investment summary which shall (i) include the amount of
    such proposed Permitted Investments or Permitted Acquisitions,
    (ii) identify the Person that is proposed to make such
    Investment or Acquisition, (iii) include a discussion
    describing in reasonable detail the Target’s business and
    the Borrower’s rationale for such proposed Permitted
    Investment or Permitted Acquisition, and (iv) set forth the
    projections in the Borrower’s “base case” that
    are relevant to the calculation of the Contingent Purchase
    Payments and Basket Projection Amounts of such Permitted
    Investment or Permitted Acquisition.”
    




     
10. Amendments to Section 7.1.




		
	 	     
    (a) Section 7.1 of the Credit
    Agreement, Indebtedness, is hereby modified and amended
    by deleting subsection (c) in its entirety and by
    substituting the following in lieu thereof:
    





		
	 	     
    “(c) Indebtedness in respect of conditional
    sale, rental or purchase money obligations in an aggregate
    amount not to exceed (i) $5,000,000 minus (ii) the
    amount of such Indebtedness attributed to an Acquisition or
    Investment permitted under Section 7.5(x) at any one time
    outstanding;”
    





		
	 	     
    (b) Section 7.1 of the Credit
    Agreement, Indebtedness, is hereby modified and amended
    by deleting the parenthetical “(other than any of the
    Foreign Subsidiaries)” from
    subsection (e) thereof.
    
	 
	 	     
    (c) Section 7.1 of the Credit
    Agreement, Indebtedness, is hereby further modified and
    amended by deleting subsections (l) and (m) in their
    entirety and by substituting the following in lieu thereof:
    





		
	 	     
    “(l) [Intentionally Omitted];
    (m) [Intentionally Omitted];”
    





		
	 	     
    (d) Section 7.1 of the Credit
    Agreement, Indebtedness, is hereby further modified and
    amended by deleting subsections (n) in its entirety and by
    substituting the following in lieu thereof:
    





		
	 	     
    “(n) Indebtedness consisting of
    customary forms of deferred compensation, such as customary
    non-compete, consulting and similar agreements, incurred in
    connection with a Permitted Acquisition, and Indebtedness
    permitted by Section 7.5(x) and Section 7.1(c).”
    




     
11. Amendments to Section 7.2.



     
(a) Section 7.2 of the Credit
Agreement, Investments, is hereby modified and amended by
deleting subsection (a) in its entirety and by
substituting the following in lieu thereof:




		
	 	     
    “(a) make Investments in and loans to the
    Borrower and to the Subsidiaries;”
    




     
(b) Section 7.2 of the Credit
Agreement, Investments, is hereby further modified and
amended by deleting subsection (d) in its entirety and
by substituting the following in lieu thereof:




		
	 	     
    “(d) make Permitted Foreign Joint Venture
    Acquisitions and Investments, provided, that any such
    Permitted Foreign Joint Venture Acquisitions and Investments
    made in cash (other than from Recycled Proceeds) shall reduce on
    a dollar-for-dollar basis the aggregate amount of Cash
    Acquisition Charges permitted under Section 7.5(x);”
    




     
12. Amendments to Section 7.5.



     
(a) Section 7.5 of the Credit
Agreement, Liquidation; Merger; Acquisition or Disposition of
Assets, is hereby modified and amended by deleting the
proviso at the end of clause (ii) in its entirety and by
substituting the following in lieu thereof:




		
	 	     
    “provided, however, that
    notwithstanding the existence of any Default or Event of
    Default, the Borrower and the Restricted Subsidiaries may sell,
    lease, abandon, transfer, trade or otherwise dispose of, in a
    single transaction or in a series of related transactions, any
    Assets in an aggregate amount not to
    




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    exceed $1,500,000 during the term of this
    Agreement from and after the Second Amendment Date pursuant to
    the foregoing terms and conditions so long as the Borrower shall
    prepay the Loans pursuant to Section 2.7(b) hereof without
    regard to the $1,500,000 threshold for repayment contained
    therein.”
    




     
(b) Section 7.5 of the Credit
Agreement, Liquidation; Merger; Acquisition or Disposition of
Assets, is hereby modified and amended by deleting
clause (iv) in its entirety and by substituting the
following in lieu thereof:




		
	 	     
    “(iv) subject to compliance with
    Section 5.14, the Borrower and the Restricted Subsidiaries
    (y) may form Subsidiaries organized under any jurisdiction,
    subject to compliance with Sections 7.2(d) and 7.5(xi)
    hereof, and (z) may make Acquisitions of replacement Assets
    with Net Proceeds of insurance to the extent such Net Proceeds
    are permitted to be so used pursuant to Section 2.7(b)(iii)
    hereof;”
    




     
(c) Section 7.5 of the Credit
Agreement, Liquidation; Merger; Acquisition or Disposition of
Assets, is hereby further modified and amended by deleting
clause (v) in its entirety and by substituting the
following in lieu thereof:




		
	 	     
    “(v) [Intentionally Omitted];”
    




     
(d) Section 7.5 of the Credit
Agreement, Liquidation; Merger; Acquisition or Disposition of
Assets, is hereby further modified and amended by deleting
clause (vi) in its entirety and by substituting the
following in lieu thereof:




		
	 	     
    “(vi) the Borrower may contribute its
    Trademarks, provided, that the value of any such
    individual Trademark contributed does not exceed $1,000,000, in
    connection with a Permitted Foreign Joint Venture Acquisition or
    Investment, and promptly upon receipt by the Administrative
    Agent from the Borrower of documentation reasonably satisfactory
    to the Administrative Agent reflecting such contribution of
    Trademarks, the Administrative Agent will release its Lien on
    such contributed Trademarks;”
    




     
(e) Section 7.5 of the Credit
Agreement, Liquidation; Merger; Acquisition or Disposition of
Assets, is hereby further modified and amended by deleting
clause (x) in its entirety and by substituting the
following in lieu thereof:




		
	 	     
    “(x) subject to compliance with
    Section 5.14, the Borrower and its Subsidiaries may
    (I) make Investments as permitted by Section 7.2
    (other than clause (c) thereof), (II) make Permitted
    Foreign Joint Venture Acquisitions and Investments permitted by
    clause (xi) of Section 7.5 hereof,
    (III) make Investments and Acquisitions permitted by
    clauses (xii) or (xiii) of Section 7.5
    hereof or (IV) make other Investments and Acquisitions as
    follows:
    





		
	 	     
    (A) so long as no Default or Event of
    Default then exists or would be caused thereby;
    
	 
	 	     
    (B) provided that (1) for the
    period from the Second Amendment Date and thereafter, the
    aggregate amount of Investments and Acquisitions made during
    such period (excluding the value of any new Equity Interests
    issued or to be issued in connection therewith by Holdco and its
    Subsidiaries, provided, that any new Equity Interests
    issued by any Subsidiary of Holdco shall constitute Management
    Shares or shall be pledged to the Administrative Agent as
    Collateral hereunder) shall not exceed $39,000,000 in the
    aggregate, not more than $24,000,000 in the aggregate of which
    shall consist of Pre-Maturity Payments, provided, that
    (x) the aggregate Pre-Maturity Contingent Purchase Payments
    made from and after the Second Amendment Date shall not exceed
    $14,000,000 and (y) the aggregate Cash Acquisition Charges
    made from and after the Second Amendment Date shall not exceed
    $14,000,000;
    
	 
	 	     
    (2) if EBITDA for the twelve
    (12) months ending December 31, 2004 is equal to or
    greater than $40,850,000, excluding any EBITDA attributable to
    any Acquisition or Investment that has an Investment/
    Acquisition Closing Date on or after the Second Amendment Date,
    then for the period from two (2) Business Days after
    receipt by the Agent of the audited financial statements for the
    year ended December 31, 2004, delivered pursuant to the
    terms of this Agreement, and thereafter,
    




38








 


		
	 	
    the aggregate amount of Investments and
    Acquisitions made from and after the Second Amendment Date
    (excluding the value of any new Equity Interests issued or to be
    issued in connection therewith by Holdco and its Subsidiaries,
    provided, that any new Equity Interests issued by any
    Subsidiary of Holdco shall constitute Management Shares or shall
    be pledged to the Administrative Agent as Collateral hereunder)
    shall not exceed $46,500,000 in the aggregate, not more than
    $29,000,000 in the aggregate of which shall consist of
    Pre-Maturity Payments, provided, that (x) the
    aggregate of Pre-Maturity Contingent Purchase Payments made from
    and after the Second Amendment Date shall not exceed $18,000,000
    and (y) the aggregate of Cash Acquisition Charges made from
    and after the Second Amendment Date shall not exceed
    $16,500,000; or
    
	 
	 	     
    (3) if EBITDA for the twelve
    (12) months ending June 30, 2005 is equal to or
    greater than $45,036,650, excluding any EBITDA attributable to
    any Acquisition or Investment that has an Investment/
    Acquisition Closing Date on or after the Second Amendment Date,
    then for the period from two (2) Business Days after
    receipt by the Agent of the quarterly financial statements for
    the period ended June 30, 2005, delivered pursuant to the
    terms of this Agreement, and thereafter, the aggregate amount of
    Investments and Acquisitions made from and after the Second
    Amendment Date (excluding the value of any new Equity Interests
    issued or to be issued in connection therewith by Holdco and its
    Subsidiaries, provided, that any new Equity Interests
    issued by any Subsidiary of Holdco shall constitute Management
    Shares or shall be pledged to the Administrative Agent as
    Collateral hereunder) shall not exceed $60,000,000 in the
    aggregate, not more than $36,500,000 in the aggregate of which
    shall consist of Pre-Maturity Payments, provided, that
    (x) the aggregate of Pre-Maturity Contingent Purchase
    Payments made from and after the Second Amendment Date shall not
    exceed $20,000,000 and (y) the aggregate of Cash
    Acquisition Charges made from and after the Second Amendment
    Date shall not exceed $16,500,000;
    
	 
	 	     
    (C) for each such Investment or Acquisition
    the total amount of Cash Acquisition Charges and Basket
    Projection Amount shall not exceed $12,500,000 without the prior
    written consent of the Administrative Agent or $25,000,000
    without the prior written consent of the Required Lenders;
    
	 
	 	     
    (D) the Target shall have positive EBITDA
    for the Period inclusive of such reasonable adjustments that may
    be proposed by the Borrower and approved by the Administrative
    Agent;
    
	 
	 	     
    (E) Pro Forma Senior Leverage Ratio for the
    Period shall not be greater than the Senior Leverage Ratio for
    such Period;
    
	 
	 	     
    (F) Earnout Payment obligations of the
    Borrower shall be non-interest bearing and unsecured; and
    
	 
	 	     
    (G) (1) any Contingent Purchase Payment
    that becomes due and payable (each an “Earnout
    Payment”), shall (a) be deemed Indebtedness under
    Section 7.1(n) of this Agreement, and (b) constitute
    Senior Debt, for purposes of calculating covenant compliance
    under this Agreement, including for the purpose of calculating
    covenant compliance on a pro forma basis after giving effect to
    any such Earnout Payment; (2) prior to such time that any
    Contingent Purchase Payment becomes due and payable, it shall
    (a) not constitute Borrower Debt and (b) shall be
    measured, for the purposes of this Section 7.5(x), at the
    amount (the “Basket Projection Amount”) that
    would be due if the Borrower’s “base case”
    projections with respect to the applicable Investment or
    Acquisition were achieved, provided, that such
    projections shall include projected revenue and EBITDA,
    respectively, of the Target for the twelve (12) month
    period immediately preceding the date of each Contingent
    Purchase Payment that is at least 15% higher than the actual
    revenue and EBITDA, respectively, of the Target for the Period;
    and (3) once a Contingent Purchase Payment becomes due and
    payable, the Basket Projection Amount shall be replaced, for the
    purposes of this Section 7.5(x), by the amount of the
    Earnout Payment. Promptly, and in any event within 10 days,
    of the date on which a Contingent Purchase Payment becomes due
    and payable or is deemed Indebtedness the Borrower shall notify
    the Administrative Agent of such event.”
    




39








 



     
(f) Section 7.5 of the Credit
Agreement, Liquidation; Merger; Acquisition or Disposition of
Assets, is hereby further modified and amended by adding
clause (xi) as follows:



		
	 	     
    “(xi) the Borrower and its
    Subsidiaries may make Permitted Foreign Joint Venture
    Acquisitions and Investments, provided, that any such Permitted
    Foreign Joint Venture Acquisitions and Investments made in cash
    (other than from Recycled Proceeds) shall reduce on a
    dollar-for-dollar basis the aggregate amount of Cash Acquisition
    Charges permitted under Section 7.5(x).”




     
(g) Section 7.5 of the Credit
Agreement, Liquidation; Merger; Acquisition or Disposition of
Assets, is hereby further modified and amended by adding
clause (xii) as follows:



		
	 	     
    “(xii) the Borrower and its
    Subsidiaries may make Acquisitions and Investments within their
    respective lines of business so long as the Required Lenders
    shall consent thereto, and subject to any conditions imposed by
    the Required Lenders in connection therewith.”




     
(h) Section 7.5 of the Credit
Agreement, Liquidation; Merger; Acquisition or Disposition of
Assets, is hereby further modified and amended by adding
clause (xiii) as follows:



		
	 	     
    “(xiii) In the event that the
    Borrower or any of its Subsidiaries receive, in connection with
    a Permitted Acquisition, Permitted Investment or Permitted
    Foreign Joint Venture Acquisition or Investment, Indebtedness of
    a third party owing in favor of the Borrower or any of its
    Subsidiaries (including without limitation a note in favor of
    the Borrower or any of its Subsidiaries that is convertible into
    equity of a third party debtor), the Borrower or any of its
    Subsidiaries may forgive such Indebtedness, in whole or in part,
    as whole or partial consideration for the acquisition of any
    Assets and/or Equity Interests (a “Conversion”)
    and the value of the Conversion shall be deemed to be zero after
    giving effect to such Conversion for the purposes of
    Section 7.5(x)(B) and Section 7.5(xi).”




     
13. Amendments to
Section 7.7.


     
(a) Section 7.7 of the Credit
Agreement, Restricted Payments and Purchases, is hereby
modified and amended by deleting clause (f) in its entirety
and substituting the following in lieu thereof:



		
	 	     
    “(f) so long as no Default or Event
    of Default then exists or would be caused thereby, the Borrower
    and its Subsidiaries may (i) make Restricted Payments or
    Restricted Purchases in connection with the repurchase,
    redemption or other acquisition or retirement for value of any
    Equity Interests of Holdco or any of its Subsidiaries held by
    any employee, former employee, spouse, former spouse of any
    employee or former employee and any of their respective estates,
    or make payments on notes evidencing any Management Redemption
    Debt, in an aggregate amount not to exceed the sum of
    (A) $1,000,000 during any fiscal year (with unused amounts
    in any fiscal year being carried over to the immediately
    following fiscal year, but only to such immediately following
    fiscal year and not any subsequent fiscal year and amounts
    available during the current fiscal year must be used before any
    amounts carried forward may be used), plus (B) the
    Borrower’s fifty percent (50%) share of the aggregate cash
    Net Proceeds received from any ‘key-man’ life
    insurance policies, (ii) repurchase Equity Interests by the
    issuance of Management Redemption Debt permitted under
    Section 7.1 hereof, (iii) repurchase Equity Interests
    or make payments with respect to Management Redemption Debt in
    an aggregate amount not to exceed $1,500,000 during the term of
    this Agreement, and (iv) repurchase Equity Interests in
    consideration for the cancellation of any Management Notes
    issued in connection with the original purchase thereof;
    and”




     
(b) Section 7.7 of the Credit
Agreement, Restricted Payments and Purchases, is hereby
further modified and amended by adding clause (g) as
follows:



		
	 	     
    “(g) the Borrower and its
    Subsidiaries may make Restricted Purchases of Equity Interests
    in any Borrower Subsidiary that, immediately prior to any such
    Restricted Purchase, is not wholly-owned by the Borrower and its
    Subsidiaries, provided that such Restricted Purchase constitutes
    a Permitted Acquisition or Permitted Investment.”




40








 



     
(c) Section 7.7 of the Credit
Agreement, Restricted Payments and Purchases, is hereby
further modified and amended by deleting the final sentence
thereof (beginning “Notwithstanding anything to the
contrary...”) in its entirety.


     
14. Amendment to Section 7.8.
Section 7.8 of the Credit Agreement, Affiliate
Transactions, is hereby modified and amended by deleting
each reference to “(other than loans made by any of the
Unrestricted Subsidiaries to any member of the Restricted
Group)” from clause (a) thereof.


     
15. Amendment to
Section 7.9.



     
(a) Section 7.9 of the Credit
Agreement, Business Name; Business Structure; Business,
is hereby modified and amended by deleting clause (b)(i) in
its entirety and by substituting the following in lieu.




		
	 	     
    “(b)(i) with respect to the Borrower and the
    Restricted Subsidiaries, engage in any business other than any
    of the following: (A) the business of publishing, in print
    or on the Internet, magazines in the United States and Europe,
    and in business activities related thereto (including without
    limitation conducting conferences and industry events and
    licensing content from such magazines and trademarks),
    (B) the business of acquiring, developing and managing
    Internet initiatives, new magazine publishing initiatives and
    events with respect to new or existing magazines, and
    (C) creating and holding interests in third parties
    obtained by means of Permitted Acquisitions and Permitted
    Investments (including without limitation by Permitted Foreign
    Joint Venture Acquisitions and Investments),”
    




     
(b) Section 7.9 of the Credit
Agreement, Business Name; Business Structure; Business,
is hereby modified and amended by deleting the penultimate
sentence thereof beginning (“The Internet Group
.. . .”) in its entirety.



     
16. Amendment to Article 7.
Article 7 of the Credit Agreement, Negative Covenants, is
hereby modified and amended by adding a new Section 7.14,
Anti-Terrorism Laws as follows:




		
	 	     
    “Section 7.14 Anti-Terrorism
    Laws. (a) Conduct any business or engage in any
    transaction or dealing with any Person, including the making or
    receiving of any contribution of funds, goods or services to or
    for the benefit of any Person in violation of Executive Order
    No. 13224; (b) deal in, or otherwise engage in any
    transaction relating to, any property or interests in property
    blocked pursuant to Executive Order No. 13224; or
    (c) engage in on conspire to engage in any transaction that
    evades or avoids, or has the purpose of evading or avoiding, or
    attempts to violate, (i) any of the prohibitions set forth
    in Executive Order No. 13224 or, in any material respect,
    the USA Patriot Act, or (ii) any prohibitions set forth in
    the rules or regulations issued by OFAC or any sanctions against
    targeted foreign countries, terrorism sponsoring organizations,
    and international narcotics traffickers based on
    U.S. foreign policy.”
    




     
17. Amendment to Section 8.1.
Section 8.1 of the Credit Agreement, Senior Leverage
Ratio, is hereby deleted in its entirety and the following
substituted in lieu thereof:




		
	 	     
    “Section 8.1 Senior Leverage
    Ratio. The Borrower shall not permit for any fiscal quarter
    end during the periods set forth below, or as of the date of any
    Advance during such periods, the Senior Leverage
    




41








 


		
	 	
    Ratio, after giving effect to such Advance (if
    applicable), to exceed the applicable ratio for such date during
    the periods as set forth below:
    





	 	 	 	 	 
	Applicable Period		Ratio
	
		

	
    
    June 30, 2004 through September 29, 2004
    

    	 	 	5.60 to 1.00	 
	
    
    September 30, 2004 through December 30,
    2004
    

    	 	 	5.50 to 1.00	 
	
    
    December 31, 2004 through March 30, 2005
    

    	 	 	5.00 to 1.00	 
	
    
    March 31, 2005 through June 29, 2005
    

    	 	 	4.75 to 1.00	 
	
    
    June 30, 2005 through September 29, 2005
    

    	 	 	4.25 to 1.00	 
	
    
    September 30, 2005 through December 30,
    2005
    

    	 	 	4.00 to 1.00	 
	
    
    December 31, 2005 through March 30, 2006
    

    	 	 	3.75 to 1.00	 
	
    
    March 31, 2006 through June 29, 2006
    

    	 	 	3.50 to 1.00	 
	
    
    June 30, 2006 through September 29, 2006
    

    	 	 	3.25 to 1.00	 
	
    
    September 30, 2006 through December 30,
    2006
    

    	 	 	2.75 to 1.00	 
	
    
    December 31, 2006 and thereafter
    

    	 	 	2.50 to 1.00	 




     
18. Amendment to Section 8.2.
Section 8.2 of the Credit Agreement, Interest Coverage
Ratio, is hereby deleted in its entirety and the following
substituted in lieu thereof:




		
	 	     
    “Section 8.2 Interest Coverage
    Ratio. For any fiscal quarter end during the periods set
    forth below, the Borrower shall not permit the Interest Coverage
    Ratio to be less than the applicable ratio for such fiscal
    quarter end during the periods as set forth below:
    





	 	 	 	 	 
	Period		Ratio
	
		

	
    
    June 30, 2004 through September 29, 2004
    

    	 	 	2.50 to 1.00	 
	
    
    September 30, 2004 through December 30,
    2004
    

    	 	 	2.50 to 1.00	 
	
    
    December 31, 2004 through March 30, 2005
    

    	 	 	2.80 to 1.00	 
	
    
    March 31, 2005 through June 29, 2005
    

    	 	 	2.90 to 1.00	 
	
    
    June 30, 2005 through September 29, 2005
    

    	 	 	3.15 to 1.00	 
	
    
    September 30, 2005 through December 30,
    2005
    

    	 	 	3.20 to 1.00	 
	
    
    December 31, 2005 and thereafter
    

    	 	 	3.30 to 1.00	 




     
19. Amendment to Section 8.3.
Section 8.3 of the Credit Agreement, Fixed Charge
Coverage Ratio, is hereby deleted in its entirety and the
following substituted in lieu thereof:




		
	 	     
    “Section 8.3 Fixed Charge Coverage
    Ratio. For any fiscal quarter end during the periods set
    forth below, the Borrower shall not permit the Fixed Charge
    Coverage Ratio to be less than the applicable ratio for such
    fiscal quarter end during the periods as set forth below:
    





	 	 	 
	
    
    June 30, 2004 through March 30, 2005
    

    	 	
    1.25 to 1.00
    
	
    
    March 31, 2005 through June 29, 2005
    

    	 	
    1.20 to 1.00
    
	
    
    June 30, 2005 through September 29, 2005
    

    	 	
    1.10 to 1.00
    
	
    
    September 30, 2005 through December 30,
    2005
    

    	 	
    1.10 to 1.00
    
	
    
    December 31, 2005 through March 30, 2006
    

    	 	
    1.10 to 1.00
    
	
    
    March 31, 2006 through June 29, 2006
    

    	 	
    1.10 to 1.00
    
	
    
    June 30, 2006 through September 29, 2006
    

    	 	
    1.10 to 1.00
    
	
    
    September 30, 2006 through December 30,
    2006
    

    	 	
    1.05 to 1.00
    
	
    
    December 31, 2006 and thereafter
    

    	 	
    1.05 to 1.00
    




     
20. Amendment to Section 8.4.
Section 8.4 of the Credit Agreement, Capital
Expenditures, is hereby modified and amended by




		
	 	     
    (a) deleting the text
    “December 31, 2004” and substituting the text
    “Maturity Date” in lieu thereof in such
    Section; and
    




42








 




		
	 	     
    (b) deleting clause (a) in its entirety
    and by substituting the following in lieu thereof:
    





		
	 	     
    “(a) for the period ending December 31,
    2004, $5,000,000 and thereafter, $6,000,000, plus”
    




     
21. Amendment to Section 12.5.
Section 12.5(f) of the Credit Agreement, Successors and
Assigns; Participations and Assignments, is hereby modified
and amended by replacing the reference to
“Section 12.17” contained therein with a
reference to “Section 12.18.”



     
22. Amendment to Section 12.18.
Section 12.18 of the Credit Agreement,
Confidentiality, is hereby modified and amended by
replacing the reference to “Section 12.17”
contained therein with a reference to
“Section 12.18” and to renumber clauses (v),
(vii), (viii) and (ix) thereof, respectively, as
clauses (e), (f), (g) and (h), respectively.



     
23. No Other Amendments. Except for
the amendments expressly set forth above, the text of the Credit
Agreement and the other Loan Documents shall remain unchanged
and in full force and effect, and the Lead Arranger, the
Syndication Agent, the Documentation Agent, the Administrative
Agent and the Credit Parties hereby reserve the right to require
strict compliance with the terms of the Credit Agreement and the
other Loan Documents in the future.



     
24. Reaffirmation. Each of the
Borrower Parties acknowledges and agrees that the security and
other interests granted to the Administrative Agent and the
other Credit Parties pursuant to the Loan Documents to which
each respective Borrower Party is a signatory prior to the date
hereof shall remain outstanding and in full force and effect in
accordance with the Loan Documents, and shall continue to secure
the Obligations, and that the security and other interests
granted to the Administrative Agent and the other Credit Parties
thereby are hereby ratified, confirmed and continued by
execution and delivery hereof. The Loan Documents shall remain
extant and in full force and effect following the execution and
delivery of this Amendment and the other Loan Documents executed
in connection therewith, and each of the Borrower Parties hereby
ratifies and confirms its respective obligations thereunder.



     
25. Amendment Fee. The Borrower
hereby agrees to pay, upon the Effective Date (as defined in
Section 26 below), to each Lender that delivers its consent
to this Amendment on or before 5:00 p.m. (Eastern Daylight
Time) on July 1, 2004, an amendment fee (the
“Amendment Fee”) in the amount of 25 basis
points on the aggregate outstanding principal amount of such
Lender’s Revolving Commitment and Term Loans (other than
the Participated Term Loans) as of the Effective Date. The
Amendment Fee shall be fully earned when due and non-refundable
when paid



     
26. Waiver. To the extent any of the
occurrences described on Schedule 1 hereto constitute any
Default or Event of Default, the Lenders hereby waive, as of the
Effective Date, compliance with each such Defaults and Event of
Default. The foregoing waiver is specifically limited in time
and scope to the individual occurrences described above and
shall not be deemed to extend or apply to any other term,
provision, event or occurrence in existence as of the date
hereof or arising hereafter.



     
27. Conditions to Effectiveness. This
Amendment shall be effective as of the date first written above
(the “Effective Date”) upon the Administrative
Agent’s receipt of




		
	 	     
    (a) a counterpart hereof duly executed by
    each of the Borrower Parties and a Lender Addendum duly executed
    by each of the Required Lenders as provided in Section 32
    of this Amendment,
    
	 
	 	     
    (b) the Credit Parties shall have received
    payment of the Amendment Fee and the Administrative Agent shall
    have received payment of all reasonable fees and expenses
    (including, without limitation, its reasonable legal fees and
    expenses incurred in connection with this Amendment) due and
    payable on the Effective Date in respect of the Credit
    Agreement, this Amendment and the transactions contemplated
    hereby and thereby.
    




43








 



     
28. Representations and Warranties.
Each of the Borrower Parties agrees, represents and warrants in
favor of the Lead Arranger, the Syndication Agent, the
Documentation Agent, the Administrative Agent and the Credit
Parties that:




		
	 	     
    (a) This Amendment has been executed and
    delivered by duly authorized representatives of the Borrower
    Parties, and the Credit Agreement, as modified and amended by
    this Amendment, constitutes a legal, valid and binding
    obligation of the Borrower and is enforceable against the
    Borrower in accordance with its terms, except as enforceability
    may be limited by bankruptcy, insolvency, reorganization or
    similar laws affecting creditors’ rights generally and by
    the application of general equitable principles;
    
	 
	 	     
    (b) After giving effect to this Amendment,
    no Default or Event of Default shall have occurred and be
    continuing;
    
	 
	 	     
    (c) All of the representations and
    warranties made by or with respect to the Borrower Parties, or
    any of them, under the Credit Agreement or any other Loan
    Document, is hereby restated and reaffirmed as true and correct
    in all material respects on and as of the date of this
    Amendment, and after giving effect to this Amendment, as if such
    representation or warranty were made on and as of the date of,
    and after giving effect to, this Amendment (except to the extent
    that any such representation or warranty expressly relates to a
    prior specific date or period); and
    
	 
	 	     
    (d) No event contemplated in connection with
    this Amendment has occurred, which has not been consented to or
    waived, the occurrence of which constitutes, or with the passage
    of time or giving of notice or both would constitute, a material
    default by any of the Borrower Parties under any material
    indenture, agreement or other instrument, or any judgment,
    decree or order, to which any of the Borrower Parties is a party
    or by which any of the Borrower Parties or any of their
    respective properties may be bound or affected.
    




     
29. Acknowledgements. The parties
hereby acknowledge that they have not entered into a mutual
disregard of the terms and provision of the Credit Agreement or
the other Loan Documents, or engaged in any course of dealing at
variance with the terms and provision of the Credit Agreement or
the other Loan Documents. The Borrower hereby further
acknowledges that it shall not rely upon the existence of or
claim or assert that there exists any such course of dealing or
mutual disregard of terms.



     
30. Effect on the Credit Agreement.
Except as specifically provided herein, the Credit Agreement
shall remain in full force and effect, and is hereby ratified,
reaffirmed and confirmed. This Amendment shall be deemed to be a
Loan Document for all purposes.



     
31. Counterparts. This Amendment may
be executed in any number of separate counterparts and by the
different parties hereto on separate counterparts, each of which
shall be deemed an original and all of which, taken together,
shall be deemed to constitute one and the same instrument. In
proving this Amendment in any judicial proceedings, it shall not
be necessary to produce or account for more than one such
counterpart signed by the party against whom such enforcement is
sought. Any signatures delivered by a party by facsimile or
email transmission shall be deemed an original signature hereto.



     
32. Delivery of Lender Addenda. Each
Credit Party shall become a party to this Amendment by
delivering to the Administrative Agent a Lender Addendum,
substantially in the form of Annex A attached hereto, duly
executed by such Credit Party.



     
33. Law of Contract. THIS AMENDMENT
SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE
INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS
MADE AND TO BE PERFORMED WHOLLY WITHIN SUCH STATE.




[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]



44








 



     
IN WITNESS WHEREOF, this Amendment has been duly
executed as of the day and year first written above.




	 	 	 
	
    
    BORROWER:

    	 	
    ZIFF DAVIS MEDIA INC.
	 	 	
    By: 
	 	 	

	 	 	
    Name: 
	 	 	

	 	 	
    Title: 
	 	 	

	 
	
    
    BORROWER PARTIES:

    	 	
    ZIFF DAVIS HOLDINGS INC.,

    a Delaware corporation
    
	 	 	
    By: 
	 	 	

	 	 	
    Name: 
	 	 	

	 	 	
    Title: 
	 	 	

	 	 	
    ZIFF DAVIS INTERMEDIATE HOLDINGS INC.,

    a Delaware corporation
    
	 	 	
    By: 
	 	 	

	 	 	
    Name: 
	 	 	

	 	 	
    Title: 
	 	 	

	 	 	
    ZIFF DAVIS PUBLISHING HOLDINGS INC.,

    a Delaware corporation
    
	 	 	
    By: 
	 	 	

	 	 	
    Name: 
	 	 	

	 	 	
    Title: 
	 	 	

	 	 	
    ZIFF DAVIS PUBLISHING INC.,

    a Delaware corporation
    
	 	 	
    By: 
	 	 	

	 	 	
    Name: 
	 	 	

	 	 	
    Title: 
	 	 	






[SIGNATURES CONTINUED ON THE FOLLOWING PAGE]



45








 




	 	 	 
	 	 	
    ZIFF DAVIS INTERNET INC.,

    a Delaware corporation
    
	 	 	
    By: 
	 	 	

	 	 	
    Name: 
	 	 	

	 	 	
    Title: 
	 	 	

	 	 	
    ZIFF DAVIS DEVELOPMENT INC.,

    a Delaware corporation
    
	 	 	
    By: 
	 	 	

	 	 	
    Name: 
	 	 	

	 	 	
    Title: 
	 	 	

	 
	
    
    LEAD ARRANGER:

    	 	
    CIBC WORLD MARKETS CORP.
	 	 	
    By: 
	 	 	

	 	 	
    Name: 
	 	 	

	 	 	
    Title: 
	 	 	

	 
	
    
    SYNDICATION AGENT:

    	 	
    DEUTSCHE BANK TRUST COMPANY AMERICAS
	 	 	
    By: 
	 	 	

	 	 	
    Name: 
	 	 	

	 	 	
    Title: 
	 	 	

	 
	
    
    DOCUMENTATION AGENT:

    	 	
    FLEET NATIONAL BANK
	 	 	
    By: 
	 	 	

	 	 	
    Name: 
	 	 	

	 	 	
    Title: 
	 	 	

	 
	
    
    ADMINISTRATIVE AGENT:

    	 	
    CANADIAN IMPERIAL BANK OF COMMERCE
	 	 	
    By: 
	 	 	

	 	 	
    Name: 
	 	 	

	 	 	
    Title: 
	 	 	





46








 




ANNEX A



FORM OF LENDER ADDENDUM




ZIFF DAVIS MEDIA INC.



AMENDED AND RESTATED CREDIT
AGREEMENT




DATED AS OF AUGUST 12, 2002



     
Reference is made to the Amended and Restated
Credit Agreement, dated as of August 12, 2002, as amended
by that certain First Amendment to Amended and Restated Credit
Agreement dated as of September 17, 2002 (as further
amended, supplemented or otherwise modified from time to time,
the “Credit Agreement”), by and among Ziff
Davis Media Inc., as Borrower, CIBC World Markets Corp., as lead
arranger and bookrunner, Deutsche Bank Trust Company Americas,
as syndication agent, Fleet National Bank, as documentation
agent, Canadian Imperial Bank of Commerce, as administrative
agent (the “Administrative Agent”) and the other
Credit Parties party thereto. Capitalized terms used herein that
are not defined herein shall have the meanings ascribed to them
in the Credit Agreement.



     
The Borrower has requested that the Required
Lenders agree to amend certain provisions of the Credit
Agreement, in each case, on the terms and conditions described
in that certain Second Amendment to Amended and Restated Credit
Agreement dated as of July 1, 2004 (the “Second
Amendment”)



     
By execution and delivery of this Lender Addendum
as provided in Section 32 of the Second Amendment, the
undersigned Credit Party hereby consents to and agrees with all
of the terms and conditions contained in the Second Amendment.



     
THIS LENDER ADDENDUM SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE
STATE OF NEW YORK.




[SIGNATURE ON FOLLOWING PAGE]



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IN WITNESS WHEREOF, the parties hereto have
caused this Lender Addendum to be duly executed and delivered by
their proper and duly authorized officers as of the Second
Amendment Date.




		
	 	
    

	 	
    (NAME OF CREDIT PARTY)
    





			
	 	By: 	




		
	 	
    

	 	
    Name:  
	 	
    Title:   




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SCHEDULE 1




		
	1. 	
    Investments were made in Unrestricted
    Subsidiaries from Specified Equity that had been transferred out
    of the Equity Collateral Account into an interest bearing
    account.
    
	 
	2. 	
    Borrower did not make a prepayment of principal
    on the Loans in the amount of 50% of the $65,000 payment
    received from Lionbridge Technologies Inc.
    (“Lionbridge”) in January 2003 in settlement of a suit
    by Lionbridge in connection with the eTesting Labs Disposition.
    
	 
	3. 	
    TM Media Inc. was mistakenly acquired by Ziff
    Davis Media Inc. rather than Ziff Davis Development in September
    2003 for an initial purchase price of $41,000.
    
	 
	4. 	
    Events of Default caused by taking actions during
    the continuance of any Events of Default caused by the above
    occurrences, which actions are prohibited by the Credit
    Agreement during the continuance of an Event of Default
    (including without limitation repurchase of Equity Interests of
    Ziff Davis Holdings Inc., Ziff Davis Development Inc. and Ziff
    Davis Internet Inc. in consideration for cancellation of
    Management Notes issued in connection with the original purchase
    thereof).
    




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