REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 11th, 2008 • Direct Holdings Libraries Inc. • Books: publishing or publishing & printing • New York
This REGISTRATION RIGHTS AGREEMENT dated as of March 2, 2007 (the “Agreement”) is entered into by and among The Reader’s Digest Association, Inc., a Delaware corporation (the “Company”), the guarantors listed on the signature pages hereto (the “Guarantors”), and J.P. Morgan Securities Inc. (“JPMorgan”), Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc. and Greenwich Capital Markets, Inc. (the “Initial Purchasers”).
CREDIT AGREEMENT Dated as of March 2, 2007 among DOCTOR ACQUISITION CO., RDA HOLDING CO., THE READER’S DIGEST ASSOCIATION, INC., THE OVERSEAS BORROWERS PARTY HERETO, The Lenders Party Hereto JPMORGAN CHASE BANK, N.A., as Administrative Agent CITICORP...Credit Agreement • February 11th, 2008 • Direct Holdings Libraries Inc. • Books: publishing or publishing & printing • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of March 2, 2007, among DOCTOR ACQUISITION CO., a Delaware corporation (“Acquisition Co”) (to be merged with and into Reader’s Digest (as defined herein), the “Company”), RDA HOLDING CO., a Delaware corporation (“Holdings”), THE READER’S DIGEST ASSOCIATION, INC., a Delaware corporation (“Reader’s Digest”), the Overseas Borrowers from time to time party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), CITICORP NORTH AMERICA, INC. and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Co-Syndication Agents, and THE ROYAL BANK OF SCOTLAND PLC, as Documentation Agent.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 11th, 2008 • Direct Holdings Libraries Inc. • Books: publishing or publishing & printing • New York
AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) dated as of February 1, 2008 (the “Restatement Date”), between The Reader’s Digest Association, Inc., a Delaware corporation (the “Company”), and Mary G. Berner (“Executive”).
CONSULTING AGREEMENTConsulting Agreement • February 11th, 2008 • Direct Holdings Libraries Inc. • Books: publishing or publishing & printing • New York
THIS CONSULTING AGREEMENT (this “Agreement”) is entered into as of March 5, 2007, by and between The Reader’s Digest Association, Inc. (“Company”) and Eric W. Schrier (“Consultant”).
ContractContribution Agreement • February 11th, 2008 • Direct Holdings Libraries Inc. • Books: publishing or publishing & printing • New York
CONTRIBUTION AGREEMENT (this “Agreement”) dated as of March 2, 2007, is made by and between RDA Holding Co., a Delaware Company (“RDA Holdco”), and The Reader’s Association, Inc., a Delaware corporation (“Reader’s Digest”).
THE READER’S DIGEST ASSOCIATION, INC. READER’S DIGEST ROAD PLEASANTILLE, NY 10570-7000Direct Holdings Libraries Inc. • February 11th, 2008 • Books: publishing or publishing & printing • New York
This letter (the “Agreement”) serves to confirm those payments and benefits that you will receive in consideration of your agreement to waive your participation in The Reader’s Digest Association, Inc. 2001 Income Continuation Plan for Senior Management, The Reader’s Digest Association, Inc. 2006 Income Continuation Plan for Senior Management (the “ICPs”), your agreement to cancel that certain agreement between you and The Reader’s Digest Association, Inc. (the “Company”) dated December 18, 2001 providing for certain benefits upon your termination of employment (the “Termination Agreement”), your agreement to waive participation in The Reader’s Digest Association, Inc. Severance Plan and in any and all successors to such plan and any other Company plan or policy respecting severance and/or separation pay or benefits (all such plans are referred to herein as the “Severance Plans”) and your agreement to the non-compete and non-solicitation restrictions stated below.
