WITNESSETH:Credit Agreement • June 26th, 2003 • Readers Digest Association Inc • Books: publishing or publishing & printing • New York
by and amongAgreement and Plan of Merger • April 3rd, 2006 • Readers Digest Association Inc • Books: publishing or publishing & printing • Delaware
1 EXHIBIT 1.1 CLASS A NONVOTING COMMON STOCK (par value $0.01 per share) UNDERWRITING AGREEMENT ----------------------Underwriting Agreement • October 28th, 1999 • Readers Digest Association Inc • Books: publishing or publishing & printing • New York
THE READER'S DIGEST ASSOCIATION, INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • September 12th, 2003 • Readers Digest Association Inc • Books: publishing or publishing & printing • New York
EXHIBIT 10.39Readers Digest Association Inc • November 5th, 2004 • Books: publishing or publishing & printing • New York
Date] Performance Share Award -- Letter Agreement Fiscal XXXX-YYYY -- Long-Term Incentive Dear <>: I am pleased to advise you that the Compensation and Nominating Committee (the "Committee") of The Reader's Digest Association, Inc. (the "Company") has...Readers Digest Association Inc • November 5th, 2004 • Books: publishing or publishing & printing
dated as of May 20, 2002 amongCredit Agreement • June 3rd, 2002 • Readers Digest Association Inc • Books: publishing or publishing & printing • New York
April 23, 2001 Gary S. Rich The Reader's Digest Association, Inc. Reader's Digest Road Pleasantville, NY 10570 Dear Gary: This letter (the "Agreement") serves to confirm those payments and benefits that you will receive, subject to and in accordance...Readers Digest Association Inc • August 19th, 2003 • Books: publishing or publishing & printing
April 10, 1997Readers Digest Association Inc • September 25th, 1998 • Books: publishing or publishing & printing
EXHIBIT 1.1 THE READER'S DIGEST ASSOCIATION, INC. CLASS A NONVOTING COMMON STOCK (par value $0.01 per share) UNDERWRITING AGREEMENTUnderwriting Agreement • October 8th, 1999 • Readers Digest Association Inc • Books: publishing or publishing & printing • New York
EXHIBIT 1.1 THE READER'S DIGEST ASSOCIATION, INC. DEBT SECURITIES Underwriting AgreementReaders Digest Association Inc • November 14th, 2001 • Books: publishing or publishing & printing • New York
Exhibit 10.37 ================================================================= =============== $385,000,000 AMENDED AND RESTATED TERM LOAN AGREEMENT Dated as of May 24, 2004Term Loan Agreement • May 24th, 2004 • Readers Digest Association Inc • Books: publishing or publishing & printing • New York
EXHIBIT 4.2 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT dated March 3, 2004 (this "Agreement") is entered into by and among The Reader's Digest Association, Inc., a Delaware corporation (the "Company"), and J.P. Morgan Securities...Registration Rights Agreement • March 26th, 2004 • Readers Digest Association Inc • Books: publishing or publishing & printing • New York
AGREEMENTAgreement • June 4th, 2003 • Readers Digest Association Inc • Books: publishing or publishing & printing • Delaware
WITNESSETH:Agreement • March 3rd, 2004 • Readers Digest Association Inc • Books: publishing or publishing & printing • New York
EXHIBIT 10.1 SUPPORT AGREEMENT SUPPORT AGREEMENT (this "Agreement"), dated as of March 31, 2006, by and among THE READERS DIGEST ASSOCIATION, INC., a Delaware corporation ("Parent"), RD MERGER SUB, INC. a Delaware corporation and wholly owned...Support Agreement • April 3rd, 2006 • Readers Digest Association Inc • Books: publishing or publishing & printing • Washington
Exhibit 10.28 STOCK PURCHASE AGREEMENT by and among THE READER'S DIGEST ASSOCIATION, INC., BOOKS ARE FUN, LTD.Stock Purchase Agreement • September 21st, 1999 • Readers Digest Association Inc • Books: publishing or publishing & printing • New York
April 23, 2001 Eric W. Schrier The Reader's Digest Association, Inc. Reader's Digest Road Pleasantville, NY 10570 Dear Eric: This letter (the "Agreement") serves to confirm those payments and benefits that you will receive, subject to and in...Readers Digest Association Inc • September 27th, 2001 • Books: publishing or publishing & printing • New York
WITNESSETH:Readers Digest Association Inc • March 3rd, 2004 • Books: publishing or publishing & printing • New York
witnesseth:First Amendment • November 5th, 2004 • Readers Digest Association Inc • Books: publishing or publishing & printing • New York
ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE COMPANYRecapitalization Agreement • April 15th, 2002 • Readers Digest Association Inc • Books: publishing or publishing & printing • Delaware
WITNESSETH:Fourth Amendment • May 24th, 2004 • Readers Digest Association Inc • Books: publishing or publishing & printing • New York
WITNESSETH:Second Amendment • March 3rd, 2004 • Readers Digest Association Inc • Books: publishing or publishing & printing • New York
CONFORMED COPY SECOND AMENDMENT dated as of June 2, 1998 (this "Amendment"), among THE READER'S DIGEST ASSOCIATION, INC., a Delaware corporation (the "Company"), the BORROWING SUBSIDIARIES party to the Credit Agreement referred to below ("Borrowing...Conformed Copy • September 25th, 1998 • Readers Digest Association Inc • Books: publishing or publishing & printing • New York
15.1 Notices and other communications provided for herein shall be in writing and shall be effective upon delivery addressed as follows: if to the Company: The Reader's Digest Association, Inc. Reader's Digest Road Pleasantville, NY 10570-7000...Readers Digest Association Inc • September 25th, 1998 • Books: publishing or publishing & printing
December 18, 2001 Michael Geltzeiler The Reader's Digest Association Reader's Digest Road Pleasantville, NY 10570 Dear Mike: This letter (the "Agreement") serves to confirm those payments and benefits that you will receive, subject to and in...Readers Digest Association Inc • August 19th, 2003 • Books: publishing or publishing & printing
15.1 Notices and other communications provided for herein shall be in writing and shall be effective upon delivery addressed as follows: if to the Company: The Reader's Digest Association, Inc. Reader's Digest Road Pleasantville, NY 10570-7000...Readers Digest Association Inc • September 25th, 1998 • Books: publishing or publishing & printing
EXECUTION VERSION AMENDMENT AGREEMENT dated as of May 24, 2004 (this "Amendment Agreement"), among THE READER'S DIGEST ASSOCIATION, INC., a Delaware corporation (the "Company"); BOOKS ARE FUN, LTD., QSP, INC., and REIMAN MEDIA GROUP, INC. (the...Execution Version • May 24th, 2004 • Readers Digest Association Inc • Books: publishing or publishing & printing • New York
AS ISSUERCovenants • March 26th, 2004 • Readers Digest Association Inc • Books: publishing or publishing & printing • New York
GUARANTEE AND COLLATERAL AGREEMENT made by DOCTOR ACQUISITION CO., RDA HOLDING CO., THE READER’S DIGEST ASSOCIATION, INC. and THE GUARANTORS IDENTIFIED HEREIN in favor of JPMORGAN CHASE BANK, N.A., as Administrative Agent Dated as of March 2, 2007Guarantee and Collateral Agreement • September 29th, 2008 • Readers Digest Association Inc • Books: publishing or publishing & printing • New York
GUARANTEE AND COLLATERAL AGREEMENT, dated as of March 2, 2007, made by each of the signatories hereto (other than the German Borrower, and together with any other entity that may become a party hereto as provided herein, the “Grantors”), in favor of JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) for the lending and other financial institutions (the “Lenders”) from time to time parties to the Credit Agreement, dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among DOCTOR ACQUISITION CO., a Delaware corporation (to be merged with and into Reader’s Digest (as defined below), 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 thereto (together with the Company, the “Borrowers”), the Lenders and the Administrative Agent.
950,000,000 TERM LOAN AGREEMENT dated as of May 20, 2002 amongTerm Loan Agreement • June 3rd, 2002 • Readers Digest Association Inc • Books: publishing or publishing & printing • New York
Exhibit 10.32 [LOGO] SUPPLEMENTAL RETIREMENT BENEFIT AGREEMENT Gregory G. Coleman of Hunntigton, NY (hereinafter referred to asRetirement Benefit Agreement • September 25th, 1998 • Readers Digest Association Inc • Books: publishing or publishing & printing
Exhibit 10.25 SUPPLEMENTAL RETIREMENT BENEFIT AGREEMENT Peter Davenport of Mt. Kisco, NY (hereinafter referred to as the "Employee") and The Reader's Digest Association, Inc., a Delaware corporation with its headquarters at New Castle, New York...Supplemental Retirement Benefit Agreement • September 26th, 2000 • Readers Digest Association Inc • Books: publishing or publishing & printing • New York
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 • May 15th, 2009 • Readers Digest Association 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.
Exhibit 10.25 THE READER'S DIGEST ASSOCIATION, INC. READER'S DIGEST ROAD PLEASANTVILLE, NY 10570-7000 August 1, 1997 Mr. Martin J. Pearson 15 River Road Unit 213 Cos Cob, Connecticut 06807 Dear Martin: This letter serves to confirm the additional...Retirement Benefits Agreement • September 25th, 1997 • Readers Digest Association Inc • Books: publishing or publishing & printing
