Second Supplemental Indenture (2002)Full Document 

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                          SECOND SUPPLEMENTAL INDENTURE

         This Supplemental Indenture (this "Supplemental Indenture"), dated as
of September 18, 2002, by and among Ziff Davis Media Inc., a Delaware
corporation (the "Company") Ziff Davis Holdings Inc., a Delaware corporation and
indirect parent of the Company, Ziff Davis Intermediate Holdings Inc., a
Delaware corporation and direct parent of the Company (collectively with Ziff
Davis Holdings Inc., the "Guaranteeing Parties"), the other 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").

                              W I T N E S S E T H:

         WHEREAS, the Company has heretofore executed and delivered to the
Trustee an indenture (the "Indenture"), dated as of July 21, 2000, providing for
the initial issuance of an aggregate principal amount of up to $250 million in
aggregate principal amount of 12% Senior Subordinated Notes due 2010 (the
"Notes"), which Indenture was first supplemented by that certain First
Supplemental Indenture, dated as of August 12, 2002;

         WHEREAS, the Indenture provides that under certain circumstances the
Guaranteeing Parties shall execute and deliver to the Trustee a supplemental
indenture pursuant to which the Guaranteeing Parties shall unconditionally
guarantee all of the Company's Obligations under the Notes and the Indenture on
the terms and conditions set forth herein (the "Guarantee"); and

         WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture.

         NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the
Guaranteeing Parties and the Trustee mutually covenant and agree for the equal
and ratable benefit of the Holders of the Notes as follows:

1.       Capitalized Terms. Capitalized terms used herein without definition
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         shall have the meanings assigned to them in the Indenture.

2.       Agreement to Guarantee. The Guaranteeing Parties hereby agree as
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         follows:

               (i)  Along with all Guarantors named in the Indenture, to jointly
                    and severally Guarantee to each Holder of a Note
                    authenticated and delivered by the Trustee and to the
                    Trustee and its successors and assigns, irrespective of the
                    validity and enforceability of the Indenture, the Notes or
                    the obligations of the Company hereunder or thereunder,
                    that:

                    (A)  the principal of and interest on the Notes will be
                         promptly paid in full when due, whether at maturity, by
                         acceleration, redemption or






                         otherwise, and interest on the overdue principal of and
                         interest on the Notes, if any, if lawful, and all other
                         obligations of the Company to the Holders or the
                         Trustee hereunder or thereunder will be promptly paid
                         in full or performed, all in accordance with the terms
                         hereof and thereof; and

                    (B)  in case of any extension of time of payment or renewal
                         of any Notes or any of such other obligations, that
                         same will be promptly paid in full when due or
                         performed in accordance with the terms of the extension
                         or renewal, whether at stated maturity, by acceleration
                         or otherwise. Failing payment when due of any amount so

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