RD ESCROW CORPORATION, THE READER’S DIGEST ASSOCIATION, INC., RDA HOLDING CO., THE SUBSIDIARY GUARANTORS PARTIES HERETO, WELLS FARGO BANK, NATIONAL ASSOCIATION, AS TRUSTEE AND WILMINGTON TRUST FSB, AS COLLATERAL AGENT Floating Rate Senior Secured...Indenture • October 26th, 2010 • RDA Holding Co. • Books: publishing or publishing & printing • New York
INDENTURE dated as of February 11, 2010, among RD ESCROW CORPORATION, a Delaware corporation (“Issuer”), THE READER’S DIGEST ASSOCIATION, INC., a Delaware corporation (“RDA”), RDA HOLDING CO., a Delaware corporation (“Holdings”), the SUBSIDIARY GUARANTORS (as defined herein) parties hereto, WELLS FARGO BANK, NATIONAL ASSOCIATION (the “Trustee”), as Trustee, and WILMINGTON TRUST FSB (the “Collateral Agent”), as collateral agent.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 26th, 2010 • RDA Holding Co. • Books: publishing or publishing & printing • New York
This REGISTRATION RIGHTS AGREEMENT, dated as of February 11, 2010 (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. (“J.P. Morgan”), Banc of America Securities LLC (“Banc of America”), Credit Suisse Securities (USA) LLC (“Credit Suisse”), Goldman, Sachs & Co. (“Goldman Sachs”), Moelis & Company LLC (“Moelis”) and the several other initial purchasers named on Schedule 1 hereto (the “Initial Purchasers”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF WAPLA, LLCLimited Liability Company Agreement • October 26th, 2010 • RDA Holding Co. • Books: publishing or publishing & printing • Delaware
This Amended and Restated Limited Liability Company Agreement (this “Agreement”) of WAPLA, LLC is entered into this 7th day of June 2004 by Reader’s Digest Latinoamerica, S.A. (the “Member”) pursuant to and in accordance with the Delaware Limited Liability Company Act (6 De1.C. § 18-101, et seq.), as amended from time to time (the “Act”).
THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • October 26th, 2010 • RDA Holding Co. • Books: publishing or publishing & printing • New York
THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) dated as of May 26, 2010 (the “Effective Date”), between The Reader’s Digest Association, Inc., a Delaware corporation (the “Company”), and Mary G. Berner (“Executive”).
RDA HOLDING CO. FORM OF CLASS B WARRANT TO PURCHASE SHARES OF COMMON STOCKWarrant Agreement • August 18th, 2011 • RDA Holding Co. • Periodicals: publishing or publishing & printing • New York
This Warrant is issued to [·](1) (the “Holder”) by RDA Holding Co., a Delaware corporation (the “Company”), pursuant to the terms of that certain Unsecured Term Loan Credit and Guarantee Agreement dated of even date herewith (the “Credit Agreement”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 8th, 2012 • RDA Holding Co. • Periodicals: publishing or publishing & printing • New York
EMPLOYMENT AGREEMENT (the “Agreement”) dated as of January 9, 2012 (the “Effective Date”), between The Reader’s Digest Association, Inc., a Delaware corporation (the “Company”), RDA Holding Co., a Delaware corporation (“RDA Holding”), and Robert Guth (“Executive”).
COOPERATION AGREEMENTCooperation Agreement • May 16th, 2011 • RDA Holding Co.
COOPERATION AGREEMENT (this “Cooperation Agreement”) dated as of April 24, 2011 (the “Effective Date”), by and among The Reader’s Digest Association, Inc., a Delaware corporation (the “Company”), RDA Holding Co., a Delaware corporation (“RDA Holding”), and Mary G. Berner (“Executive”).
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • May 11th, 2012 • RDA Holding Co. • Periodicals: publishing or publishing & printing • New York
This Third Supplemental Indenture is entered into as of May 10, 2012 (this “Supplemental Indenture”), by and among The Reader’s Digest Association, Inc., a Delaware corporation (“Issuer”), RDA Holding Co., a Delaware corporation (“Holdings”), each Subsidiary Guarantor under the Indenture referred to below, Wells Fargo Bank, National Association, as Trustee under the Indenture referred to below, and Wilmington Trust, National Association (successor by merger to Wilmington Trust FSB), as Collateral Agent under the Indenture referred to below.
REGISTRATION RIGHTS AGREEMENT by and among RDA HOLDING CO. and THE HOLDERS NAMED HEREINRegistration Rights Agreement • October 26th, 2010 • RDA Holding Co. • Books: publishing or publishing & printing • New York
This REGISTRATION RIGHTS AGREEMENT, dated as of February 19, 2010 (this “Agreement”), is entered into by and among RDA Holding Co., a Delaware corporation (the “Company”), the holders of Registrable Common Stock (as hereinafter defined) who are signatories to this Agreement or who agree to be or otherwise are bound by the terms hereof (the “Holders”), and the Warrantholders (as hereinafter defined).
FIRST AMENDMENT TO THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OFLimited Liability Company Agreement • October 26th, 2010 • RDA Holding Co. • Books: publishing or publishing & printing • Delaware
This First Amendment to the Amended and Restated Limited Liability Company Agreement of W.A. Publications, LLC, a Delaware limited liability company (the “Company”), dated as of March 2, 2007 (this “Amendment”), is entered into by The Reader’s Digest Association, Inc., a Delaware corporation, as the sole member of the Company (the “Member”).
SUPPLEMENTAL INDENTURE TO ADD SUBSIDIARY GUARANTORSSupplemental Indenture • October 26th, 2010 • RDA Holding Co. • Books: publishing or publishing & printing • New York
This Supplemental Indenture is entered into as of July 27, 2010 (this “Supplemental Indenture” or “Guarantee”), by and among Taste of Home Media Group, LLC (the “Guarantor”), The Reader’s Digest Association, Inc., a Delaware corporation (“Issuer”), RDA Holding Co., a Delaware corporation (“Holdings”), each other then existing Subsidiary Guarantor under the Indenture referred to below, Wells Fargo Bank, National Association, as Trustee under the Indenture referred to below, and Wilmington Trust FSB, as Collateral Agent under the Indenture referred to below.
RDA HOLDING CO. AMENDMENT No. 1 to STOCKHOLDERS AGREEMENTStockholders Agreement • October 26th, 2010 • RDA Holding Co. • Books: publishing or publishing & printing
This AMENDMENT No. 1, dated as of July 19, 2010 (this “Amendment”), amends the terms of the Stockholders Agreement dated as of February 19, 2010 among RDA Holding Co. (the “Company”), and the Stockholders, the Warrantholders and such other Persons, if any, that from time to time become parties thereto pursuant to the terms thereof (the “Stockholders Agreement”). Each capitalized term used and not defined herein shall have the meaning ascribed to it in the Stockholders Agreement.
UNSECURED TERM LOAN CREDIT AND GUARANTEE AGREEMENT Dated as of August 12, 2011 among RDA HOLDING CO., THE READER’S DIGEST ASSOCIATION, INC., THE OTHER GUARANTORS NAMED HEREIN The Lenders Party Hereto and LUXOR CAPITAL GROUP, LP, as Administrative AgentUnsecured Term Loan Credit and Guarantee Agreement • August 18th, 2011 • RDA Holding Co. • Periodicals: publishing or publishing & printing • New York
This UNSECURED TERM LOAN CREDIT AND GUARANTEE AGREEMENT (“Agreement”) is entered into as of August 12, 2011, among RDA HOLDING CO., a Delaware corporation (“Holdings”), THE READER’S DIGEST ASSOCIATION, INC., a Delaware corporation (the “Borrower”), the subsidiary guarantors from time to time party hereto, LUXOR CAPITAL GROUP, LP, as Administrative Agent, and the several banks and other financial institutions or entities from time to time parties to this Agreement (collectively, the “Lenders” and each a “Lender”).
SEPARATION AGREEMENTSeparation Agreement • May 16th, 2011 • RDA Holding Co. • New York
SEPARATION AGREEMENT (this “Agreement”) dated as of April 24, 2011 (the “Effective Date”), by and among The Reader’s Digest Association, Inc., a Delaware corporation (the “Company”), RDA Holding Co., a Delaware corporation (“RDA Holding”), and Mary G. Berner (“Executive”).
NON-QUALIFIED STOCK OPTION AGREEMENT PURSUANT TO THE RDA HOLDING CO. 2010 EQUITY INCENTIVE PLANNon-Qualified Stock Option Agreement • October 26th, 2010 • RDA Holding Co. • Books: publishing or publishing & printing • Delaware
THIS NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between RDA Holding Co. (the “Company”), and the Participant specified above, pursuant to the RDA Holding Co. 2010 Equity Incentive Plan (the “Plan”); and
SECURITY AGREEMENT from RDA HOLDING CO., THE READER’S DIGEST ASSOCIATION, INC. and THE GRANTORS IDENTIFIED HEREIN, to JPMORGAN CHASE BANK, N.A., as Administrative Agent under the Credit Agreement referred to herein, WELLS FARGO BANK, NATIONAL...Security Agreement • October 26th, 2010 • RDA Holding Co. • Books: publishing or publishing & printing • New York
SECURITY AGREEMENT, dated as of February 19, 2010, among RDA HOLDING CO., a Delaware corporation (“Holdings”), THE READER’S DIGEST ASSOCIATION, INC., a Delaware corporation (the “Borrower”), the other Persons listed on the signature pages hereof (together with the Borrower, Holdings, and any other entity that may become a party hereto as provided herein, the “Grantors”), JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, together with any successor administrative agent, the “Administrative Agent”) for the “Secured Parties” (as defined in the Credit Agreement referred to below), WELLS FARGO BANK, NATIONAL ASSOCIATION, as trustee (in such capacity, together with any successor trustee, the “Trustee”) for the holders of the Notes (together with the Trustee, the “Bond Secured Parties”) and WILMINGTON TRUST FSB, as collateral agent for the Secured Parties (in such capacity, together with any successor collateral agent pursuant to Section 6.8, the “Collateral Agent”).
AMENDMENT NO. 1 AND WAIVERCredit and Guarantee Agreement • November 15th, 2012 • RDA Holding Co. • Periodicals: publishing or publishing & printing • New York
THIS AMENDMENT NO. 1 AND WAIVER (this “Amendment”), dated as of November 9, 2012, to that certain Credit and Guarantee Agreement, dated as of March 30, 2012 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among The Reader’s Digest Association, Inc., a Delaware corporation (the “Borrower”), RDA Holding Co., a Delaware corporation (“Holdings”), the subsidiary guarantors from time to time party thereto, the lenders from time to time party thereto (the “Lenders”), Wells Fargo Principal Lending, LLC, as Issuing Lender, and Wells Fargo Bank, National Association, as administrative agent for the Lenders (in such capacity and together with its successors, the “Administrative Agent”), pursuant to which the Lenders made term loans to the Borrower and agreed to issue Letters of Credit for the benefit of the Borrower. Capitalized terms used herein but not defined herein are used as defined in the Credit Agreement.
REVOLVING CREDIT AND GUARANTEE AGREEMENT Dated as of February 19, 2010 among RDA HOLDING CO., THE READER’S DIGEST ASSOCIATION, INC., THE OTHER GUARANTORS NAMED HEREIN The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent J.P....Revolving Credit and Guarantee Agreement • October 26th, 2010 • RDA Holding Co. • Books: publishing or publishing & printing • New York
This REVOLVING CREDIT AGREEMENT (“Agreement”) is entered into as of February 19, 2010, among RDA HOLDING CO., a Delaware corporation (“Holdings”), THE READER’S DIGEST ASSOCIATION, INC., a Delaware corporation (the “Borrower”), the subsidiary guarantors from time to time party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and the several banks and other financial institutions or entities from time to time parties to this Agreement (collectively, the “Lenders” and each a “Lender”).
FORM OF RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE RDA HOLDING CO. 2010 EQUITY INCENTIVE PLANRestricted Stock Unit Agreement • October 26th, 2010 • RDA Holding Co. • Books: publishing or publishing & printing • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between RDA Holding Co. (the “Company”), and the Participant specified above, pursuant to the RDA Holding Co. 2010 Equity Incentive Plan (the “Plan”); and
STOCKHOLDERS AGREEMENT dated as of February 19, 2010 among RDA HOLDING CO. and THE HOLDERS NAMED HEREIN OR BOUND HEREBYStockholders Agreement • October 26th, 2010 • RDA Holding Co. • Books: publishing or publishing & printing • Delaware
This STOCKHOLDERS AGREEMENT, dated as of February 19, 2010, is entered into by and among RDA Holding Co. (the “Company”), the creditors of the Company identified on Schedule A hereto (the “Creditor Stockholders”), the Management Stockholders (as defined below), the Director Stockholders (as defined below), any other stockholder that may become a party to this Agreement after the date hereof and pursuant to the terms hereof (collectively with the Creditor Stockholders, the Management Stockholders and the Director Stockholders, the “Stockholders”) and the Warrantholders (as defined below).
SECOND SUPPLEMENTAL INDENTURE TO ADD SUBSIDIARY GUARANTORSSecond Supplemental Indenture • March 29th, 2012 • RDA Holding Co. • Periodicals: publishing or publishing & printing • New York
This Second Supplemental Indenture is entered into as of September 26, 2011 (this “Supplemental Indenture” or “Guarantee”), by and among RDA Digital, LLC (the “Guarantor”), The Reader’s Digest Association, Inc., a Delaware corporation (“Issuer”), RDA Holding Co., a Delaware corporation (“Holdings”), each other then existing Subsidiary Guarantor under the Indenture referred to below, Wells Fargo Bank, National Association, as Trustee under the Indenture referred to below, and Wilmington Trust, National Association (successor by merger to Wilmington Trust FSB), as Collateral Agent under the Indenture referred to below.
FORM OF RESTRUCTURING SUPPORT AGREEMENTRestructuring Support Agreement • February 19th, 2013 • RDA Holding Co. • Periodicals: publishing or publishing & printing • New York
This RESTRUCTURING SUPPORT AGREEMENT is made and entered into as of February 17, 2013 (as amended, supplemented or otherwise modified in accordance with the terms hereof, this “Support Agreement”, which defined term shall include all exhibits and schedules annexed hereto including, without limitation, the Term Sheets (as defined below) by and among (i) RDA Holding Co. (“Holding”), The Reader’s Digest Association, Inc. (the “Company”), and certain of the Company’s subsidiaries set forth on Schedule 1 annexed hereto (together with Holding and the Company, the “Debtors” and excluding Direct Entertainment Media Group, Inc., the “Plan Debtors”), (ii) Wells Fargo Principal Lending, LLC, as issuing lender and sole lender (Wells Fargo Principal Lending, LLC or one of its affiliates, the “Consenting Lender”) under that certain Credit Agreement, dated as of March 30, 2012 (the “Credit Agreement”) by and among the Debtors, the Consenting Lender and Wells Fargo Bank, N.A., as administrative agent
TERM LOAN CREDIT AND GUARANTEE AGREEMENT Dated as of August 12, 2011 among RDA HOLDING CO., THE READER’S DIGEST ASSOCIATION, INC., THE OTHER GUARANTORS NAMED HEREIN The Lenders Party Hereto and LUXOR CAPITAL GROUP, LP, as Administrative AgentTerm Loan Credit and Guarantee Agreement • August 18th, 2011 • RDA Holding Co. • Periodicals: publishing or publishing & printing • New York
This TERM LOAN CREDIT AND GUARANTEE AGREEMENT (“Agreement”) is entered into as of August 12, 2011, among RDA HOLDING CO., a Delaware corporation (“Holdings”), THE READER’S DIGEST ASSOCIATION, INC., a Delaware corporation (the “Borrower”), the subsidiary guarantors from time to time party hereto, LUXOR CAPITAL GROUP, LP, as Administrative Agent, and the several banks and other financial institutions or entities from time to time parties to this Agreement (collectively, the “Lenders” and each a “Lender”).
SECOND AMENDMENTRevolving Credit and Guarantee Agreement • May 16th, 2011 • RDA Holding Co. • New York
SECOND AMENDMENT, dated as of May 11, 2011 (this “Amendment”), to the Revolving Credit and Guarantee Agreement, dated as of February 19, 2010, as amended (the “Credit Agreement”), among RDA HOLDING CO. (“Holdings”), THE READER’S DIGEST ASSOCIATION, INC. (the “Borrower”), certain of the Borrower’s Subsidiaries (the “Guarantors”), the lenders from time to time party thereto (the “Lenders”) and JPMORGAN CHASE BANK, N.A., as administrative agent (the “Administrative Agent”).
FIRST AMENDMENTRevolving Credit and Guarantee Agreement • October 26th, 2010 • RDA Holding Co. • Books: publishing or publishing & printing • New York
FIRST AMENDMENT, dated as of March 31, 2010 (this “Amendment”), to the Revolving Credit and Guarantee Agreement, dated as of February 19, 2010 (the “Credit Agreement”), among RDA HOLDING CO. (“Holdings”), THE READER’S DIGEST ASSOCIATION, INC. (the “Borrower”), and certain of the Borrower’s Subsidiaries (the “Guarantors”), the lenders from time to time party thereto (the “Lenders”) and JPMORGAN CHASE BANK, N.A., as administrative agent (the “Administrative Agent”).
STOCK PURCHASE AGREEMENT BY AND AMONG MEREDITH CORPORATION, ALLRECIPES.COM, INC. AND THE READER’S DIGEST ASSOCIATION, INC. Dated as of January 23, 2012Stock Purchase Agreement • May 8th, 2012 • RDA Holding Co. • Periodicals: publishing or publishing & printing • New York
This STOCK PURCHASE AGREEMENT, (the “Agreement”), dated as of January 23, 2012, by and among Meredith Corporation, a corporation existing under the laws of Iowa (“Purchaser”), Allrecipes.com, Inc., a Washington corporation (the “Company”), and The Reader’s Digest Association, Inc., a Delaware corporation and the sole stockholder of the Company (the “Seller”).
CREDIT AND GUARANTEE AGREEMENT Dated as of March 30, 2012 among THE READER’S DIGEST ASSOCIATION, INC., as Borrower RDA HOLDING CO., as Holdings and THE OTHER GUARANTORS NAMED HEREIN THE LENDERS REFERRED TO HEREIN, as Lenders and WELLS FARGO BANK,...Credit and Guarantee Agreement • April 3rd, 2012 • RDA Holding Co. • Periodicals: publishing or publishing & printing • New York
This CREDIT AND GUARANTEE AGREEMENT (“Agreement”) is entered into as of March 30, 2012, among RDA HOLDING CO., a Delaware corporation (“Holdings”), THE READER’S DIGEST ASSOCIATION, INC., a Delaware corporation (the “Borrower”), the subsidiary guarantors from time to time party hereto, WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Administrative Agent for the Lenders, WELLS FARGO PRINCIPAL LENDING, LLC, as Issuing Lender, and the several banks and other financial institutions or entities from time to time parties to this Agreement (collectively, the “Lenders” and each a “Lender”).
THE READER’S DIGEST ASSOCIATION, INC. 750 THIRD AVENUE NEW YORK NY 10017-2703Employment Agreement • September 14th, 2011 • RDA Holding Co. • Periodicals: publishing or publishing & printing • New York
Re: Employment Agreement between The Reader’s Digest Association, Inc. (the “Company”), RDA Holding Co. (“RDA Holding”) and Tom Williams, dated as of July 20, 2011(the “Employment Agreement”).
