REGISTRATION RIGHTS AGREEMENT
Dated as of August 12, 2002
by and among
Ziff Davis Holdings Inc.,
Ziff Davis Media Inc.,
The Guarantors set forth on Schedule A hereto
This Registration Rights Agreement (this "Agreement") is made and entered
into as of August 12, 2002 by and among Ziff Davis Holdings Inc. a Delaware
corporation ("Parent"), Ziff Davis Media Inc., a Delaware corporation (the
"Issuer" and together with Parent, the "Company") and the respective
subsidiaries of Parent and the Issuer listed on Schedule A (the "Guarantors").
This Agreement is made in connection with the Company's offer to exchange
$250.0 million 12% Series B Senior Subordinated Notes due 2010 (the "Old Notes")
for cash (other than Willis Stein who received Series D Preferred Stock and
Equity Sponsor Warrants), Series A Notes, Series E Preferred Stock and Senior
Subordinated Note Warrants (the "Exchange Consideration"), pursuant to the terms
and conditions set forth in the offering memorandum, solicitation of releases,
consents and acceptances of the disclosure statement, dated June 17, 2002, (the
"Offering Memorandum and Disclosure Statement"). In order to induce the holders
of Old Notes to exchange their Old Notes for the Exchange Consideration, the
Company has agreed to provide the registration rights set forth in this
The parties hereby agree as follows:
SECTION 1. DEFINITIONS
As used in this Agreement, the following capitalized terms shall have the
Act: The Securities Act of 1933, as amended.
Affiliate: As defined in Rule 144 of the Act.
Broker-Dealer: Any broker or dealer registered under the Exchange Act.
Business Day: A day other than a Saturday, Sunday or other day on which
commercial banks are authorized or required to close under the laws of the
Closing Date: August 12, 2002.
Commission: The Securities and Exchange Commission.
Common Stock: Parent's common stock, par value $0.01.
Consummate: An Exchange Offer shall be deemed "Consummated" for purposes of
this Agreement upon the occurrence of (a) the filing and effectiveness under the
Act of the Exchange Offer Registration Statement relating to the Exchange
Securities to be issued in the Exchange Offer, (b) the maintenance of such
Exchange Offer Registration Statement continuously effective and the keeping of
the Exchange Offer open for a period not less than the period required pursuant
to Section 3(b) hereof, (c) the delivery by the Company to the Registrar under
the Indenture of Series B Notes in the same aggregate principal amount as the
aggregate principal amount of Series A Notes tendered by Holders thereof
pursuant to the Exchange Offer for the
Series A Notes, or (d) the delivery by the Company to the Series E Holders of
shares of Series E-1 Preferred Stock in the same aggregate liquidation
preference amount as the aggregate liquidation preference amount of shares of
Series E Preferred Stock tendered by such Series E Holders thereof pursuant to
the Exchange Offer for the Series E Preferred Stock.
Dividend Payment Date: March 31, June 30, September 30 and December 31 of
each year, beginning September 30, 2002.
Equity Sponsor Warrants: Parent's warrants issued to Willis Stein, each
representing the right to purchase one share of the Company's Common Stock at an
exercise price of $0.001.
Exchange Act: The Securities Exchange Act of 1934, as amended.
Exchange Consummation Deadline: As defined in Section 3(b) hereof.
Exchange Effectiveness Deadline: As defined in Section 3(a) hereof.
Exchange Filing Deadline: As defined in Section 3(a) hereof.
Exchange Offer: The exchange and issuance by the Company of (a) a principal
amount of Series B Notes (which shall be registered pursuant to the Exchange
Offer Registration Statement) equal to the outstanding principal amount of
Series A Notes or (b) shares of Series E-1 Preferred Stock (which shall be
registered pursuant to the Exchange Offer Registration Statement) with a
liquidation preference amount equal to the outstanding liquidation preference
amount of shares of Series E Preferred Stock, that are tendered by such Holders
in connection with such exchange and issuance.
Exchange Offer Registration Statement: The Registration Statements relating
to the respective Exchange Offers, including the related Prospectuses, for the
Series A Notes and Series E Preferred Stock, which may be included in a single