AS ISSUERIndenture • March 26th, 2004 • Readers Digest Association Inc • Books: publishing or publishing & printing • New York
by and amongMerger Agreement • April 3rd, 2006 • Readers Digest Association Inc • Books: publishing or publishing & printing • Delaware
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 1.1 THE READER'S DIGEST ASSOCIATION, INC. DEBT SECURITIES Underwriting AgreementUnderwriting Agreement • November 14th, 2001 • Readers Digest Association Inc • Books: publishing or publishing & printing • New York
WITNESSETH:Revolving Credit Agreement • May 24th, 2004 • Readers Digest Association Inc • Books: publishing or publishing & printing • New York
April 23, 2001 Robert E. Raymond The Reader's Digest Association, Inc. Reader's Digest Road Pleasantville, NY 10570 Dear Bob: This letter (the "Agreement") serves to confirm those payments and benefits that you will receive, subject to and in...Termination Agreement • September 23rd, 2002 • Readers Digest Association Inc • Books: publishing or publishing & printing
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...Separation Agreement • September 25th, 1997 • Readers Digest Association Inc • Books: publishing or publishing & printing
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
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...Severance Agreement • August 19th, 2003 • Readers Digest Association Inc • Books: publishing or publishing & printing
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
witnesseth:Term Loan Agreement • November 5th, 2004 • Readers Digest Association Inc • Books: publishing or publishing & printing • New York
AGREEMENTShareholder Agreement • June 4th, 2003 • Readers Digest Association Inc • Books: publishing or publishing & printing • Delaware
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...Credit Agreement • September 25th, 1998 • Readers Digest Association Inc • Books: publishing or publishing & printing • New York
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...Amendment Agreement • May 24th, 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
ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE COMPANYRecapitalization Agreement • April 15th, 2002 • Readers Digest Association Inc • Books: publishing or publishing & printing • Delaware
amongRevolving Credit Agreement • April 15th, 2005 • Readers Digest Association Inc • 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...Performance Share Award Agreement • November 5th, 2004 • Readers Digest Association Inc • Books: publishing or publishing & printing
EMPLOYMENT AGREEMENT THIS AGREEMENT is entered into as of April 28, 1998, by and between The Reader's Digest Association, Inc., a Delaware corporation (the "Company"), and Thomas O. Ryder (the "Executive") (hereinafter collectively referred to as "the...Employment Agreement • May 13th, 1998 • Readers Digest Association Inc • Books: publishing or publishing & printing • New York
THE READER'S DIGEST ASSOCIATION, INC. By /s/: Craig T. Monaghan Name: Craig T. Monaghan Title: Vice President & Treasurer Guarantor: THE READER'S DIGEST ASSOCIATION, INC. By /s/: Craig T. Monaghan Name: Craig T. Monaghan Title: Vice President &...Competitive Advance and Revolving Credit Facility Agreement • November 13th, 1997 • Readers Digest Association Inc • Books: publishing or publishing & printing • New York
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
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
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 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
BETWEENSale Purchase Agreement • January 5th, 2005 • Readers Digest Association Inc • Books: publishing or publishing & printing • New York
Exhibit 10.34 EMPLOYMENT, NONCOMPETITION, CONFIDENTIALITY AND CONSULTING AGREEMENTEmployment Agreement • September 25th, 1998 • Readers Digest Association Inc • Books: publishing or publishing & printing • Connecticut
THE READER’S DIGEST ASSOCIATION, INC. READER’S DIGEST ROAD PLEASANTVILLE, NY 10570-7000Severance Agreement • November 1st, 2006 • Readers Digest Association Inc • Books: publishing or publishing & printing • New York
This letter (the “Agreement”) serves to confirm those payments and benefits that you will receive, subject to and in accordance with the terms and conditions of this Agreement in connection with a termination of your employment with The Reader’s Digest Association, Inc. (the “Company”).
WITNESSETH:Five-Year Revolving Credit and Competitive Advance Facility Agreement • March 3rd, 2004 • Readers Digest Association Inc • Books: publishing or publishing & printing • New York
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • September 29th, 2008 • Readers Digest Association 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”).
dated as of May 20, 2002 amongFive-Year Revolving Credit and Competitive Advance Facility Agreement • June 3rd, 2002 • Readers Digest Association Inc • Books: publishing or publishing & printing • New York
THE READER’S DIGEST ASSOCIATION, INC. READER’S DIGEST ROAD PLEASANTVILLE, NY 10570-7000Waiver Agreement • September 29th, 2008 • Readers Digest Association Inc • Books: publishing or publishing & printing
STOCKHOLDERS’ AGREEMENT Dated as of January 23, 2007 with respect to RDA Holding Co.Stockholders’ Agreement • September 29th, 2008 • Readers Digest Association Inc • Books: publishing or publishing & printing • Delaware
THIS AGREEMENT (this “Agreement”) is made as of January 23, 2007 by and among RDA Holding Co., a corporation organized under the laws of the State of Delaware (the “Company”), RDA Investors I, LLC, a limited liability company organized under the laws of the State of Delaware (“Ripplewood I”), RDA Investors II, LLC, a limited liability company organized under the laws of the State of Delaware (“Ripplewood II”), RDA Investors III, LLC, a limited liability company organized under the laws of the State of Delaware (together with Ripplewood I and Ripplewood II, “Ripplewood”), J. Rothschild Group (Guernsey) Ltd., a company organized under the laws of Guernsey, Channel Islands (“Rothschild”), GoldenTree Asset Management, LP, a limited partnership organized under the laws of Delaware (together with Ripplewood and Rothschild, the “Original Stockholders”), and the other Stockholders of the Company party hereto from time to time.
90-DAY REVOLVING LOAN AGREEMENTRevolving Loan Agreement • November 1st, 2006 • Readers Digest Association Inc • Books: publishing or publishing & printing
The Reader’s Digest Association, Inc. (the “Borrower”) has requested JPMorgan Chase Bank, N.A. (“JPMCB”) and The Royal Bank of Scotland plc (“RBS” and, together with JPMCB, the “Lenders”) to extend commitments under which the Borrower may obtain loans (each such loan, a “Loan” and collectively, the “Loans”) on a revolving credit basis on and after the date hereof and at any time from time to time prior to the Maturity Date (as defined below) in an aggregate principal amount outstanding at any time not to exceed $50,000,000. The Lenders have agreed to make such Loans on the terms and subject to the conditions set forth or incorporated by reference herein. The proceeds of the Loans will be used for general corporate purposes.
