Common use of Conversion of Currencies Clause in Contracts

Conversion of Currencies. 45 Exhibit A - Administrative Questionnaire Exhibit B - Assignment and Acceptance Exhibit C - Borrowing Subsidiary Agreement Exhibit D - Borrowing Subsidiary Termination Exhibit E-1 - Competitive Bid Request Exhibit E-2 - Notice of Competitive Bid Request Exhibit E-3 - Competitive Bid Exhibit E-4 - Competitive Bid Accept/Reject Letter Exhibit E-5 - Standby Borrowing Request Exhibit F-1 - Form of Opinion of Associate General Counsel for the Company Exhibit F-2 - Form of Opinion of Counsel for the Administrative Agent Exhibit F-3 - Form of Opinion of Counsel for Borrowing Subsidiary Schedule 2.01 Commitments Schedule 4.06 Disclosed Matters Schedule 6.01 Liens Schedule 6.06 Subsidiary Debt FIVE-YEAR REVOLVING CREDIT AND COMPETITIVE ADVANCE FACILITY AGREEMENT dated as of July 27, 2001 (this "Agreement"), among THE READER'S DIGEST ASSOCIATION, INC., as a Borrower and as the Guarantor (each as defined herein), the BORROWING SUBSIDIARIES (as defined herein), the LENDERS (as defined herein), and THE CHASE MANHATTAN BANK, as Administrative Agent. The Borrowers (such term and each other capitalized term used but not otherwise defined herein having the meaning assigned to it in Article I) have requested the Lenders to (i) extend credit in order to enable them to borrow on a standby revolving credit basis on and after the date hereof and at any time and from time to time prior to the Maturity Date a principal amount not to exceed $192,500,000, and (ii) to make available Swingline Loans in a principal amount not to exceed $20,000,000 at any one time. The proceeds of such Borrowings are to be used for general corporate purposes, including acquisitions, share repurchases and commercial paper backup. The Borrowers have also requested the Lenders to provide a procedure pursuant to which the Lenders may be invited to bid on an uncommitted basis on short-term Borrowings by the Borrower. The Lenders are willing to extend such credit to the Borrowers on the terms and subject to the conditions herein set forth. The parties hereto agree as follows:

Conversion of Currencies. 45 Exhibit A - Administrative Questionnaire Exhibit B - Assignment and Acceptance Exhibit C - Borrowing Subsidiary Agreement Exhibit D - Borrowing Subsidiary Termination Exhibit E-1 - Competitive Bid Request Exhibit E-2 - Notice of Competitive Bid Request Exhibit E-3 - Competitive Bid Exhibit E-4 - Competitive Bid Accept/Reject Letter Exhibit E-5 - Standby Borrowing Request Exhibit F-1 - Form of Opinion of Associate General Counsel for the Company Exhibit F-2 - Form of Opinion of Counsel for the Administrative Agent Exhibit F-3 - Form of Opinion of Counsel for Borrowing Subsidiary 57 SCHEDULES Schedule 2.01 Commitments Schedule 4.06 Disclosed Matters 3.08 Subsidiaries Schedule 6.01 Liens Schedule 6.06 Subsidiary Debt FIVE3.12 Environmental Exceptions (Facilities Owned by the Company and its Subsidiaries) EXHIBITS US$270,000,000 364-YEAR DAY AMENDED AND RESTATED COMPETITIVE ADVANCE AND REVOLVING CREDIT AND COMPETITIVE ADVANCE FACILITY AGREEMENT (the "Agreement") dated as of July 27March 1, 2001 (this "Agreement")2002, among THE READER'S DIGEST ASSOCIATIONPERKINELMER, INC., as a Borrower and as Massachusetts corporation (the Guarantor (each as defined herein"Company"), the BORROWING SUBSIDIARIES Borrowing Subsidiaries (as such term is defined herein; together with the Company, the "Borrowers"), the LENDERS lenders listed in Schedule 2.01 (the "Lenders"), JPMORGAN CHASE BANK (as defined herein), and successor to THE CHASE MANHATTAN BANK), a New York banking corporation, as administrative agent for the Lenders (in such capacity, the "Administrative Agent") and X.X. XXXXXX EUROPE LIMITED (as successor to CHASE MANHATTAN INTERNATIONAL LIMITED), a company organized under the laws of England and Wales, as European agent for the Lenders (in such capacity, the "London Agent"). The Borrowers (such term and each other capitalized term used but not otherwise defined herein having the meaning assigned Lenders have been requested to it in Article I) have requested the Lenders to (i) extend credit in order to the Borrowers to enable them to borrow on a standby revolving credit basis on and after the date hereof and at any time and from time to time prior to the Maturity Termination Date a principal amount not to exceed $192,500,000, and (ii) to make available Swingline Loans in a principal amount not to exceed $20,000,000 excess of US$270,000,000 at any one timetime outstanding. The proceeds of such Borrowings are to be used for general corporate purposes, including acquisitions, share repurchases and commercial paper backup. The Borrowers Lenders have also been requested the Lenders to provide a procedure pursuant to which the Borrowers may invite the Lenders may be invited to bid on an uncommitted basis on short-term Borrowings borrowings by the BorrowerBorrowers. The proceeds of all such borrowings are to be used by the Borrowers for general corporate purposes, including to finance acquisitions and to provide working capital for use in the ordinary course of their businesses. The Lenders are willing to extend such credit to the Borrowers on the terms and subject to the conditions herein set forth. The Capitalized terms used but not defined herein shall have the meanings assigned to such terms in Article I. This Agreement amends and restates the US$300,000,000 364-Day Amended and Restated Competitive Advance and Revolving Credit Facility Agreement dated as of March 2, 2001, among the Company, the Borrowing Subsidiaries, the lenders party thereto and the Administrative Agent (the "Existing Credit Agreement"). Accordingly, the parties hereto agree as follows:

Conversion of Currencies. 45 73 ------------------------ References ---------- Exhibit A - Assignment and Assumption Exhibit B Administrative Questionnaire Exhibit B - Assignment and Acceptance Exhibit C - Borrowing Subsidiary Agreement Exhibit D - Borrowing Subsidiary Termination Exhibit E-1 - Competitive Bid Request Exhibit E-2 - Notice of Competitive Bid Request Exhibit E-3 - Competitive Bid Exhibit E-4 - Competitive Bid Accept/Reject Letter Exhibit E-5 - Standby Borrowing Request Exhibit F-1 - Form of Opinion of Associate General Counsel for the Company Exhibit F-2 - Form of Opinion of Counsel for the Administrative Agent Exhibit F-3 - Form D Designation of Opinion of Counsel for Borrowing Subsidiary Schedule 2.01 Lenders and Commitments Schedule 4.06 Disclosed Matters 3.04 Governmental Approvals Schedule 6.01 3.08 Litigation Schedule 6.01(a) Existing Liens Schedule 6.06 Subsidiary Debt FIVEAMENDED AND EXTENDED 364-YEAR DAY REVOLVING CREDIT AND COMPETITIVE ADVANCE FACILITY AGREEMENT dated as of July 27April 26, 2001 2002 (this as the same may be amended, modified or supplemented from time to time, the "Agreement"), among THE READER'S DIGEST ASSOCIATION, ALCOA INC., as a Borrower and as the Guarantor Pennsylvania corporation (each as defined herein"Alcoa"), the BORROWING SUBSIDIARIES (as defined herein), the LENDERS (as defined herein), and THE CHASE MANHATTAN BANK, as Administrative Agent. The Borrowers Lenders (such term and each other capitalized term used but not defined herein having the meaning ascribed thereto in Article I), and JPMORGAN CHASE BANK, a New York banking corporation, as Administrative Agent for the Lenders. Alcoa and the Borrowing Subsidiaries have requested the Lenders to amend and extend the Existing 364-Day Revolving Credit Agreement (such term and each other capitalized term used and not otherwise defined herein having the meaning assigned to it in Article I) have requested the Lenders to (i) extend credit in order to enable them Alcoa and the Borrowing Subsidiaries, subject to the terms and conditions of this Agreement, to borrow on a standby revolving credit basis on and after the date hereof and basis, at any time and from time to time prior to the Maturity Date a Date, an aggregate principal amount not to exceed $192,500,000, and (ii) to make available Swingline Loans in a principal amount not to exceed $20,000,000 at any one timetime outstanding not in excess of US$2,000,000,000. The proceeds of such Borrowings borrowings are to be used to provide working capital and for other general corporate purposes, including acquisitions, share repurchases and but not limited to the support of Alcoa's commercial paper backup. The Borrowers have also requested the Lenders to provide a procedure pursuant to which the Lenders may be invited to bid on an uncommitted basis on short-term Borrowings by the Borrowerprogram. The Lenders are willing to extend such credit to Alcoa and the Borrowers Borrowing Subsidiaries on the terms and subject to the conditions herein set forthforth herein. The parties hereto Accordingly, the Borrowers, the Lenders and the Administrative Agent agree as follows:

Conversion of Currencies. 45 68 References ---------- Exhibit A - Administrative Questionnaire Exhibit B - Assignment and Acceptance Exhibit B Administrative Questionnaire Exhibit C - Borrowing Subsidiary Agreement Exhibit D - Borrowing Subsidiary Termination Exhibit E-1 - Competitive Bid Request Exhibit E-2 - Notice of Competitive Bid Request Exhibit E-3 - Competitive Bid Exhibit E-4 - Competitive Bid Accept/Reject Letter Exhibit E-5 - Standby Borrowing Request Exhibit F-1 - Form of Opinion of Associate General Counsel for the Company Exhibit F-2 - Form of Opinion of Counsel for the Administrative Agent Exhibit F-3 - Form D Designation of Opinion of Counsel for Borrowing Subsidiary Schedule 2.01 Lenders and Commitments Schedule 4.06 Disclosed Matters 3.04 Governmental Approvals Schedule 6.01 3.08 Litigation Schedule 6.01(a) Existing Liens Schedule 6.06 Subsidiary Debt AMENDED AND RESTATED FIVE-YEAR REVOLVING CREDIT AND COMPETITIVE ADVANCE FACILITY AGREEMENT dated as of July April 27, 2001 (this as the same may be amended, modified or supplemented from time to time, the "Agreement"), among THE READER'S DIGEST ASSOCIATION, ALCOA INC., as a Borrower and as the Guarantor Pennsylvania corporation (each as defined herein"Alcoa"), the BORROWING SUBSIDIARIES (as defined herein), the LENDERS (as defined herein), and THE CHASE MANHATTAN BANK, as Administrative Agent. The Borrowers Lenders (such term and each other capitalized term used but not defined herein having the meaning ascribed thereto in Article I) and THE CHASE MANHATTAN BANK, a New York banking corporation, as Administrative Agent for the Lenders. Alcoa and the Borrowing Subsidiaries have requested the Lenders to amend and restate the Existing Five-Year Credit Agreement (such term and each other capitalized term used and not otherwise defined herein having the meaning assigned to it in Article I) have requested the Lenders to (i) extend credit in an aggregate principal amount of US$510,000,000 in order to enable them Alcoa and the Borrowing Subsidiaries, subject to the terms and conditions of this Agreement, to borrow on a standby revolving credit basis on and after the date hereof and basis, at any time and from time to time prior to the Maturity Date a Date, an aggregate principal amount not to exceed $192,500,000, and (ii) to make available Swingline Loans in a principal amount not to exceed $20,000,000 at any one timetime outstanding not in excess of US$1,000,000,000. The proceeds of such Borrowings borrowings are to be used to provide working capital and for other general corporate purposes, including acquisitions, share repurchases and but not limited to the support of Alcoa's commercial paper backup. The Borrowers have also requested the Lenders to provide a procedure pursuant to which the Lenders may be invited to bid on an uncommitted basis on short-term Borrowings by the Borrowerprogram. The Lenders are willing to extend such credit to Alcoa and the Borrowers Borrowing Subsidiaries on the terms and subject to the conditions herein set forthforth herein. The parties hereto Accordingly, the Borrowers, the Lenders and the Administrative Agent agree as follows:

Conversion of Currencies. 45 52 Contents, p.3 EXHIBITS AND SCHEDULES Exhibit A - Administrative Questionnaire Exhibit B - Assignment and Acceptance Exhibit C - Borrowing Subsidiary Agreement Exhibit D - Borrowing Subsidiary Termination Exhibit E-1 - A-1 Form of Competitive Bid Request Exhibit E-2 - A-2 Form of Notice of Competitive Bid Request Exhibit E-3 - A-3 Form of Competitive Bid Exhibit E-4 - A-4 Form of Competitive Bid Accept/Reject Letter Exhibit E-5 - A-5 Form of Standby Borrowing Request Exhibit F-1 - B Form of Opinion of Associate General Counsel for the Company Assignment and Acceptance Exhibit F-2 - C Form of Opinion of Counsel for the Administrative Agent The Hartford Financial Services Group, Inc. Exhibit F-3 - D Form of Opinion of Counsel for Borrowing Subsidiary Agreement Exhibit E Form of Local Currency Addendum Schedule 2.01 Commitments Schedule 4.06 Disclosed Matters Schedule 6.01 Liens Schedule 6.06 Subsidiary Debt AMENDED AND RESTATED FIVE-YEAR COMPETITIVE ADVANCE AND REVOLVING CREDIT AND COMPETITIVE ADVANCE FACILITY AGREEMENT (as it may be amended, supplemented or otherwise modified, the "Agreement") dated as of July 27June 20, 2001 (this "Agreement")2001, among THE READER'S DIGEST ASSOCIATIONHARTFORD FINANCIAL SERVICES GROUP, INC., as a Borrower and as Delaware corporation (the Guarantor "Company"); each Borrowing Subsidiary party hereto; the lenders listed in Schedule 2.01 (each as defined herein)together with their permitted assignees, the BORROWING SUBSIDIARIES (as defined herein"Lenders"), the LENDERS (as defined herein), ; and THE CHASE MANHATTAN BANKBANK and BANK OF AMERICA, N.A., as co-administrative agents for the Lenders (in such capacity, the "Co-Administrative Agents", it being agreed that all references herein to the "Administrative Agent" shall be references to The Chase Manhattan Bank). On December 20, 1996, the Company, the Administrative Agent and certain of the Lenders entered into a Five-Year Competitive Advance and Revolving Credit Facility Agreement (the "Existing Credit Agreement") pursuant -------------------------- to which the lenders thereunder agreed to extend credit to the Borrower. The parties hereto desire to amend the Existing Credit Agreement and to restate it in its entirety giving effect to such amendment. Therefore, the parties hereto agree that the Existing Credit Agreement shall be amended and restated to read in its entirety as set forth herein. The Lenders have been requested to extend credit to the Borrowers (such term and each other capitalized term used but not otherwise defined herein having the meaning assigned to it in Article I) have requested the Lenders to (i) extend credit in order to enable them to borrow on a standby revolving credit basis on and after the date hereof and at any time and from time to time prior to the Maturity Date a principal amount not to exceed in excess of $192,500,000, and (ii) to make available Swingline Loans in a principal amount not to exceed $20,000,000 1,000,000,000 at any one timetime outstanding. The proceeds of such Borrowings are to be used for general corporate purposes, including acquisitions, share repurchases and commercial paper backup. The Borrowers Lenders have also been requested the Lenders to provide a procedure pursuant to which the Borrowers may invite the Lenders may be invited to bid on an uncommitted basis on short-term Borrowings borrowings by the BorrowerBorrowers. The proceeds of such borrowings are to be used for working capital and other general corporate purposes, including the repayment of maturing commercial paper. The Lenders are willing to extend such credit to the Borrowers on the terms and subject to the conditions herein set forth. The Accordingly, the parties hereto agree as follows:

Conversion of Currencies. 45 53 References Exhibit A - Assignment and Assumption Exhibit B Administrative Questionnaire Exhibit B - Assignment and Acceptance Exhibit C - Borrowing Subsidiary Agreement Exhibit D - Borrowing Subsidiary Termination Exhibit E-1 - Competitive Bid Request Exhibit E-2 - Notice of Competitive Bid Request Exhibit E-3 - Competitive Bid Exhibit E-4 - Competitive Bid Accept/Reject Letter Exhibit E-5 - Standby Borrowing Request Exhibit F-1 - Form of Opinion of Associate General Counsel for the Company Exhibit F-2 - Form of Opinion of Counsel for the Administrative Agent Exhibit F-3 - Form D Designation of Opinion of Counsel for Borrowing Subsidiary Schedule 2.01 Lenders and Commitments Schedule 4.06 Disclosed Matters 3.04 Governmental Approvals Schedule 6.01 3.08 Litigation Schedule 6.01(a) Existing Liens Schedule 6.06 Subsidiary Debt FIVE364-YEAR DAY REVOLVING CREDIT AND COMPETITIVE ADVANCE FACILITY AGREEMENT dated as of July 27April 25, 2001 2003 (this as the same may be amended, modified or supplemented from time to time, the "Agreement"), among THE READER'S DIGEST ASSOCIATION, ALCOA INC., as a Borrower and as the Guarantor Pennsylvania corporation (each as defined herein"Alcoa"), the BORROWING SUBSIDIARIES (as defined herein), the LENDERS (as defined herein), and THE CHASE MANHATTAN BANK, as Administrative Agent. The Borrowers Lenders (such term and each other capitalized term used but not otherwise defined herein having the meaning assigned to it ascribed thereto in Article I) ), and JPMORGAN CHASE BANK, a New York banking corporation, as Administrative Agent for the Lenders. Alcoa and the Borrowing Subsidiaries have requested the Lenders to (i) extend credit in order to enable them Alcoa and the Borrowing Subsidiaries, subject to the terms and conditions of this Agreement, to borrow on a standby revolving credit basis on and after the date hereof and basis, at any time and from time to time prior to the Maturity Date a Date, an aggregate principal amount not to exceed $192,500,000, and (ii) to make available Swingline Loans in a principal amount not to exceed $20,000,000 at any one timetime outstanding not in excess of US$2,000,000,000. The proceeds of such Borrowings borrowings are to be used to provide working capital and for other general corporate purposes, including acquisitions, share repurchases and but not limited to the support of Alcoa's commercial paper backup. The Borrowers have also requested the Lenders to provide a procedure pursuant to which the Lenders may be invited to bid on an uncommitted basis on short-term Borrowings by the Borrowerprogram. The Lenders are willing to extend such credit to Alcoa and the Borrowers Borrowing Subsidiaries on the terms and subject to the conditions herein set forthforth herein. The parties hereto Accordingly, the Borrowers, the Lenders and the Administrative Agent agree as follows:

Conversion of Currencies. 45 73 Contents, p. 4 Page References Exhibit A - Administrative Questionnaire Exhibit B - Assignment and Acceptance Exhibit B Administrative Questionnaire Exhibit C - Borrowing Subsidiary Agreement Exhibit D - Borrowing Subsidiary Termination Exhibit E-1 - Competitive Bid Request Exhibit E-2 - Notice of Competitive Bid Request Exhibit E-3 - Competitive Bid Exhibit E-4 - Competitive Bid Accept/Reject Letter Exhibit E-5 - Standby Borrowing Request Exhibit F-1 - Form of Opinion of Associate General Counsel for the Company Exhibit F-2 - Form of Opinion of Counsel for the Administrative Agent Exhibit F-3 - Form D Designation of Opinion of Counsel for Borrowing Subsidiary Schedule 2.01 Lenders and Commitments Schedule 4.06 Disclosed Matters 3.04 Governmental Approvals Schedule 6.01 3.08 Litigation Schedule 6.01(a) Existing Liens Schedule 6.06 Subsidiary Debt FIVE364-YEAR DAY REVOLVING CREDIT AND COMPETITIVE ADVANCE FACILITY AGREEMENT dated as of July 27April 28, 2001 2000 (this as the same may be amended, modified or supplemented from time to time, the "Agreement"), among THE READER'S DIGEST ASSOCIATION, ALCOA INC., as a Borrower and as the Guarantor Pennsylvania corporation (each as defined herein"Alcoa"), the BORROWING SUBSIDIARIES (as defined herein), the LENDERS (as defined herein), and THE CHASE MANHATTAN BANK, as Administrative Agent. The Borrowers Lenders (such term and each other capitalized term used but not otherwise defined herein having the meaning assigned to it ascribed thereto in Article I) ), THE CHASE MANHATTAN BANK, a New York banking corporation, as Administrative Agent for the Lenders, and CHASE SECURITIES INC., as Lead Arranger and Book Manager. Alcoa and the Borrowing Subsidiaries have requested the Lenders to (i) extend credit in order so as to enable them them, subject to the terms and conditions of this Agreement, to borrow on a standby revolving credit basis on and after the date hereof and basis, at any time and from time to time prior to the Maturity Date a Date, an aggregate principal amount not to exceed $192,500,000, and (ii) to make available Swingline Loans in a principal amount not to exceed $20,000,000 at any one timetime outstanding not in excess of US$2,490,000,000. The proceeds of such Borrowings borrowings are to be used to provide working capital and for other general corporate purposes, including acquisitions, share repurchases and but not limited to the support of Alcoa's commercial paper backup. The Borrowers have also requested the Lenders to provide a procedure pursuant to which the Lenders may be invited to bid on an uncommitted basis on short-term Borrowings by the Borrowerprogram. The Lenders are willing to extend such credit to Alcoa and the Borrowers Borrowing Subsidiaries on the terms and subject to the conditions herein set forthforth herein. The parties hereto Accordingly, the Borrowers, the Lenders and the Administrative Agent agree as follows:

Conversion of Currencies. 45 73 Contents, p. 5 Page References Exhibit A - Administrative Questionnaire Exhibit B - Assignment and Acceptance Exhibit B Administrative Questionnaire Exhibit C - Borrowing Subsidiary Agreement Exhibit D - Borrowing Subsidiary Termination Exhibit E-1 - Competitive Bid Request Exhibit E-2 - Notice of Competitive Bid Request Exhibit E-3 - Competitive Bid Exhibit E-4 - Competitive Bid Accept/Reject Letter Exhibit E-5 - Standby Borrowing Request Exhibit F-1 - Form of Opinion of Associate General Counsel for the Company Exhibit F-2 - Form of Opinion of Counsel for the Administrative Agent Exhibit F-3 - Form D Designation of Opinion of Counsel for Borrowing Subsidiary Schedule 2.01 Lenders and Commitments Schedule 4.06 Disclosed Matters 3.04 Governmental Approvals Schedule 6.01 3.08 Litigation Schedule 6.01(a) Existing Liens Schedule 6.06 Subsidiary Debt FIVE-YEAR REVOLVING CREDIT AND COMPETITIVE ADVANCE FACILITY AGREEMENT dated as of July 27April 28, 2001 2000 (this as the same may be amended, modified or supplemented from time to time, the "Agreement"), among THE READER'S DIGEST ASSOCIATION, ALCOA INC., as a Borrower and as the Guarantor Pennsylvania corporation (each as defined herein"Alcoa"), the BORROWING SUBSIDIARIES (as defined herein), the LENDERS (as defined herein), and THE CHASE MANHATTAN BANK, as Administrative Agent. The Borrowers Lenders (such term and each other capitalized term used but not otherwise defined herein having the meaning assigned to it ascribed thereto in Article I) ), THE CHASE MANHATTAN BANK, a New York banking corporation, as Administrative Agent for the Lenders, and CHASE SECURITIES INC., as Lead Arranger and Book Manager. Alcoa and the Borrowing Subsidiaries have requested the Lenders to (i) extend credit in order to enable them them, subject to the terms and conditions of this Agreement, to borrow on a standby revolving credit basis on and after the date hereof and basis, at any time and from time to time prior to the Maturity Date a Date, an aggregate principal amount not to exceed $192,500,000, and (ii) to make available Swingline Loans in a principal amount not to exceed $20,000,000 at any one timetime outstanding not in excess of US$510,000,000. The proceeds of such Borrowings borrowings are to be used to provide working capital and for other general corporate purposes, including acquisitions, share repurchases and but not limited to the support of Alcoa's commercial paper backup. The Borrowers have also requested the Lenders to provide a procedure pursuant to which the Lenders may be invited to bid on an uncommitted basis on short-term Borrowings by the Borrowerprogram. The Lenders are willing to extend such credit to Alcoa and the Borrowers Borrowing Subsidiaries on the terms and subject to the conditions herein set forthforth herein. The parties hereto Accordingly, the Borrowers, the Lenders and the Administrative Agent agree as follows:

Conversion of Currencies. 45 Exhibit A - Administrative Questionnaire Exhibit B - Assignment and Acceptance Exhibit C - Borrowing Subsidiary Agreement Exhibit D - Borrowing Subsidiary Termination Exhibit E-1 - Competitive Bid Request Exhibit E-2 - Notice of Competitive Bid Request Exhibit E-3 - Competitive Bid Exhibit E-4 - Competitive Bid Accept/Reject Letter Exhibit E-5 - Standby Borrowing Request Exhibit F-1 - Form of Opinion of Associate General Counsel for the Company Exhibit F-2 - Form of Opinion of Counsel for the Administrative Agent Exhibit F-3 - Form of Opinion of Counsel for Borrowing Subsidiary Schedule 2.01 Commitments Schedule 4.06 Disclosed Matters Schedule 6.01 Liens Schedule 6.06 Subsidiary Debt FIVE364-YEAR DAY REVOLVING CREDIT AND COMPETITIVE ADVANCE FACILITY AGREEMENT dated as of July 27, 2001 (this "Agreement"), among THE READER'S DIGEST ASSOCIATION, INC., as a Borrower and as the Guarantor (each as defined herein), the BORROWING SUBSIDIARIES (as defined herein), the LENDERS (as defined herein), and THE CHASE MANHATTAN BANK, as Administrative Agent. The Borrowers (such term and each other capitalized term used but not otherwise defined herein having the meaning assigned to it in Article I) have requested the Lenders to (i) extend credit in order to enable them to borrow on a standby revolving credit basis on and after the date hereof and at any time and from time to time prior to the Maturity Date a principal amount not to exceed $192,500,000, and (ii) to make available Swingline Loans in a principal amount not to exceed $20,000,000 at any one time. The proceeds of such Borrowings are to be used for general corporate purposes, including acquisitions, share repurchases and commercial paper backup. The Borrowers have also requested the Lenders to provide a procedure pursuant to which the Lenders may be invited to bid on an uncommitted basis on short-term Borrowings by the Borrower. The Lenders are willing to extend such credit to the Borrowers on the terms and subject to the conditions herein set forth. The parties hereto agree as follows: