WAIVER AND AMENDMENT

EXECUTION COPY

WAIVER AND AMENDMENT, dated as of August 17, 2009 (this “Waiver and Amendment”), to the Credit Agreement, dated as of March 2, 2007 (the “Credit Agreement”), among RDA HOLDING CO., a Delaware corporation (“Holdings”), THE READER’S DIGEST ASSOCIATION, INC., a Delaware Corporation (the “Company”), the Overseas Borrowers from time to time party thereto, including RD GERMAN HOLDINGS GMBH (the “German Borrower”), each lender from time to time party thereto (collectively, the “Lenders”), JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”), and the other agents parties thereto.

W I T N E S S E T H:

WHEREAS, Holdings, the Borrowers, the other Loan Parties, the Lenders and the Administrative Agent have entered into the Credit Agreement and each other Loan Document (as defined in the Credit Agreement) (collectively with the Credit Agreement, the “Loan Documents”); capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Loan Documents unless otherwise defined herein or the context otherwise requires);

WHEREAS, pursuant to the Credit Agreement, the Lenders have extended credit to the Borrowers on the terms set forth in the Credit Agreement;

WHEREAS, the Company has notified the Administrative Agent that Holdings, the Company and the U.S. Guarantors listed in Schedule I attached hereto (collectively, the “Proposed Filing Entities” or the “Debtors”) are considering filing voluntary petitions with the United States Bankruptcy Court for the Southern District of New York or any other United States Bankruptcy Court acceptable to the Administrative Agent (the “Bankruptcy Court”) initiating proceedings under Chapter 11 of the Bankruptcy Code (collectively, the “Bankruptcy Filings”);

WHEREAS, the Company also has notified the Administrative Agent that, in the event of a Bankruptcy Filing, the Company does not intend that the German Borrower and the Overseas Guarantors listed on Schedule II attached hereto (the “Non-Debtor Guarantors” and, together with the German Borrower, the “Non-Debtor Obligors”) will be debtors or debtors-in-possession in the Bankruptcy Filings;

WHEREAS, pursuant to Section 8.06 of the Credit Agreement, upon the Bankruptcy Filings, the CAM Exchange Date will occur, resulting in the outstanding amount of the Euro Term Loans being converted into Dollars and being held by all Lenders in accordance with their respective CAM Percentages;

WHEREAS, in the event of the Bankruptcy Filings, the Proposed Filing Entities expect to enter into a debtor-in-possession credit agreement (any such debtor-in-possession credit agreement substantially in the form as may be acceptable to the Administrative Agent (with the consent or non-objection of the Required Lenders), as the same may be amended, supplemented or otherwise modified from time to time, including any renewal or extension thereof, the “DIP Credit Agreement”);

WHEREAS, the Company has notified the Administrative Agent that certain Defaults and Events of Default (in addition to, in certain circumstances, acceleration of the Obligations) may in the future occur as a result of:

(i) any of the Bankruptcy Filings,

(ii) the execution, delivery, filing, performance and compliance with terms of the DIP Credit Agreement and the various instruments, documents and agreements to be entered into in connection therewith in form and substance satisfactory to the Administrative Agent (collectively, the “DIP Loan Documents”) and any orders entered into by the Bankruptcy Court in form and substance satisfactory to the Administrative Agent (the “Orders” and, collectively with the DIP Loan Documents, the “DIP Documents”) by Holdings and its Subsidiaries party to the DIP Loan Documents,

(iii) any default or acceleration of the obligations under the Indenture, dated as of March 2, 2007, among the Company, the Guarantors named thereto, and The Bank of New York as Trustee, relating to the 9% Senior Subordinated Notes due 2017 (the “2017 Notes”) so long as the holders of the 2017 Notes are not permitted, by operation of Law or contract, to exercise remedies with respect to Indebtedness owing thereunder or collateral pledged in support thereof, and

(iv) the occurrence or existence of any other event, fact, change, condition or circumstance which constitutes a breach, Default or Event of Default under the Loan Documents (excluding any breach, Default or Event of Default under (A) Section 8.01(a) (Non-Payment) of the Credit Agreement as it relates to the Obligations of the Non-Debtor Obligors in respect of the Euro Term Loans; (B) Section 8.01(c) (Other Defaults) of the Credit Agreement, to the extent that such breach, Default or Event of Default has not been as a result of compliance with applicable law or compliance with or performance under the DIP Documents, and only to the extent that such occurrence or existence is determined to have arisen from a failure of Holdings or the Company to cause compliance by any of the Restricted Subsidiaries that are not Debtors with Section 6.10 (Covenant to Guarantee Obligations and Give Security), Section 6.12 (Further Assurances), Section 6.15 (Designation of Subsidiaries) or Section 6.16 (Ownership of Overseas Borrowers); or (C) Section 8.01(j) (Invalidity of Collateral Documents) or Section 8.01(l) (Liens on Collateral) of the Credit Agreement but only to the extent that such breach, Default or Event of Default is determined to have occurred and be continuing as a result of the actions (or non-action) of the Restricted Subsidiaries that are not Debtors); provided that such breach, Default or Event of Default does not constitute an Event of Default under the DIP Documents that is continuing and has not been waived by the requisite parties under the DIP Documents (the events in clauses (i) through (iv) collectively, the “Specified Events of Default”);

WHEREAS, notwithstanding the Specified Events of Default, the Loan Parties have requested, and the Required Lenders party to this Waiver and Amendment have consented, until the Waiver Termination Date (as defined below), to waive certain provisions of the Credit Agreement but only on the terms and conditions set forth herein; and

WHEREAS, the Loan Parties and the Required Lenders party to this Waiver and Amendment have agreed to amend certain provisions of the Credit Agreement but only on the terms and conditions set forth herein.

NOW, THEREFORE, the parties hereto hereby agree as follows:

1. Waiver. Subject to the terms and conditions set forth herein and notwithstanding anything in the Loan Documents to the contrary, effective until the Waiver Termination Date, the Lenders hereby waive any existing or future Default or Event of Default caused by any Specified Event of Default (which shall be deemed not to be continuing for all purposes of the Loan Documents), in each case solely in respect of the Obligations of the Non-Debtor Obligors. For the avoidance of doubt, this Waiver and Amendment shall not affect the operation of the CAM as set forth in Section 8.06 of the Credit Agreement.

2. DIP Consent. Subject to the terms and conditions set forth herein, the Lenders consent to the execution, delivery and performance of, and compliance with the terms by, each Loan Party (or Subsidiary of a Loan Party) of the DIP Loan Documents and the performance of and compliance with the terms of the Orders.

3. Amendments. The Credit Agreement is hereby amended as follows:

(a) by deleting in its entirety the proviso immediately following clause (d) in Section 8.02 of the Credit Agreement solely with respect to the Euro Term Loans and related Obligations;

(b) by deleting clause (a) of the definition of “Applicable Rate” in its entirety and inserting in lieu thereof the following:

“(a) (i) with respect to U.S. Term Loans, (A) for Eurocurrency Rate Loans, 2.00% and (B) for Base Rate Loans, 1.00%, and (ii) with respect to Euro Term Loans, (A) for Eurocurrency Rate Loans, 3.50% and (B) for Base Rate Loans, 2.50%”;

“provided that, in the case of the Euro Term Loans, in no event shall the Eurocurrency Rate be less than 3.50%”; and

(d) by deleting the second paragraph of Section 8.06 of the Credit Agreement in its entirety.

For the avoidance of doubt, for so long as no Waiver Termination Date has occurred, the Default Rate shall not apply to the Euro Term Loans solely by virtue of the existence of any Default or Event of Default that is waived pursuant to Section 1.

4. Conditions to Effectiveness. This Waiver and Amendment shall become effective on the date (the “Waiver and Amendment Effective Date”) on which:

(a) with respect to the waiver contained in Section 1 relating to the Bankruptcy Filings and the amendments contained in Section 3, the Administrative Agent shall have received counterparts of this Waiver duly executed by the Company and the Required Lenders; and

(b) with respect to the waiver contained in Section 1 relating to any Specified Events of Default other than the Bankruptcy Filings, the conditions in clause (a) above shall have been satisfied, the Bankruptcy Filings shall have occurred, an Order shall have been entered into by the Bankruptcy Court approving the DIP Loan Documents and the entering into of the DIP Loan Documents, and the DIP Credit Agreement shall have become effective in accordance with its terms.

For the avoidance of doubt, after the conditions set forth in clause (a) above have been satisfied and so long as the Waiver Termination Date shall not have occurred, the Bankruptcy Filings shall not result in the acceleration of the Euro Term Loans pursuant to Section 8.02 of the Credit Agreement.

5. Waiver Termination Events. Notwithstanding the foregoing, the waiver in Section 1 shall immediately terminate (the date of such termination, the “Waiver Termination Date”) upon the occurrence of any of the following events (each a “Waiver Termination Event”):

(a) the DIP Credit Agreement is not entered into within 20 days of the date hereof;

(b) the occurrence of the “Termination Date” as defined in the DIP Credit Agreement, as the same may be renewed or extended from time to time in accordance with its terms;

(c) the obligations under the DIP Credit Agreement shall have been accelerated and shall have become due and payable prior to the stated maturity date (as extended, if applicable); or

(d) the occurrence and the continuation of an Event of Default as defined in the DIP Credit Agreement to the extent, and only to the extent, that the Required Lenders have notified the Company in writing of their determination to terminate such waiver (it being understood that the Required Lenders may make such determination in their sole discretion);

provided, that in the case of any Waiver Termination Event, solely with respect to the Euro Term Loan, the Lenders party hereto agree that they shall, for a period of 25 days following such Waiver Termination Event, abstain from exercising any enforcement actions against the German Borrower and the Overseas Guarantors (it being understood and agreed that this shall not, for the avoidance of doubt, limit the right of the Administrative Agent and the Lenders to accelerate the Euro Term Loan prior to the end of such 25-day period).

6. Going Concern Statement. Without assuming any liability or assuming any obligation with respect to the German Borrower, Holdings or any Subsidiary of Holdings, the Administrative Agent and the Lenders, as of the date hereof and based on the information available to them, are approving this Waiver and Amendment on the belief that it is in the best interest of all parties hereto that a restructuring solution for Holdings and its Subsidiaries be reached that would enable the German Borrower to continue as a going concern. For the avoidance of doubt, this statement does not affect any of the rights of the Administrative Agent and the Lenders under the Credit Agreement as amended by this Waiver and Amendment.

7. Representation and Warranties. After giving effect to the waivers and amendments contained herein, on the Waiver and Amendment Effective Date, each of Holdings and the Company hereby confirms that the representations and warranties set forth in Section 5 of the Credit Agreement are true and correct in all material respects on and as of the Waiver and Amendment Effective Date with the same effect as though made on and as of the Waiver and Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties were true and correct in all material respects as of such earlier date).

8. Continuing Effect; No Other Waivers or Amendments. This Waiver and Amendment shall not constitute an amendment or waiver of or consent to any provision of the Credit Agreement or the other Loan Documents except as expressly stated herein and shall not be construed as an amendment, waiver or consent to any action on the part of the Loan Parties or their respective Subsidiaries that would require an amendment or waiver of any Loan Document or the consent of the Administrative Agent or the Lenders except as expressly stated herein. Except as expressly waived or amended hereby, the provisions of the Credit Agreement and the other Loan Documents are and shall remain in full force and effect in accordance with their terms.

9. Counterparts. This Waiver and Amendment may be executed in any number of separate counterparts by the parties hereto (including by telecopy or via electronic mail), each of which counterparts when so executed shall be an original, but all the counterparts shall together constitute one and the same instrument.

10. Payment of Fees and Expenses. The Loan Parties agree to pay or reimburse the Administrative Agent for all of its reasonable out-of-pocket costs and reasonable expenses incurred in connection with this Waiver and Amendment, any other documents prepared in connection herewith and the transactions contemplated hereby, including, without limitation, the reasonable fees, charges and disbursements of counsel to the Administrative Agent.

11. GOVERNING LAW. THIS WAIVER AND AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS WAIVER AND AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

IN WITNESS WHEREOF, the parties hereto have caused this Waiver and Amendment to be executed and delivered by their respective duly authorized officers as of the date first above written.

	RDA HOLDING CO.


	By: /s/ Xxxxxx Xxxxxxxx
	Name: Xxxxxx Xxxxxxxx
	Title: Senior Vice President, Chief Financial Officer & Treasurer

	THE READER'S DIGEST ASSOCIATION, INC.


	By: /s/ Xxxxxx Xxxxxxxx
	Name: Xxxxxx Xxxxxxxx
	Title: Senior Vice President & Chief Financial Officer

	JPMORGAN CHASE BANK, N.A., as Administrative Agent and as a Lender


	By: /s/ Xxxxxxxxx X. Xxxxxx
	Name: Xxxxxxxxx X. Xxxxxx
	Title: Managing Director

	Malibu CFPI Loan Funding LLC


	By: /s/ Xxxx Xxxxxx
	Name: Xxxx Xxxxxx
	Title: Attorney-in-Fact

	Pinehurst Trading, Inc.


	By: /s/ Xxxxx Xxx
	Name: Xxxxx Xxx
	Title: Assistant Vice President

	Saturn CLO, LTD. By: AIG Global Investment Corp., As Collateral Manager


	By: /s/ Xxxxxx X. Oh
	Name: Xxxxxx X. Oh
	Title: Managing Director

	American International Group, Inc. By: AIG Global Investment Corp., Its Investment Adviser


	By: /s/ Xxxxxx X. Oh
	Name: Xxxxxx X. Oh
	Title: Managing Director

	Euro Galaxy II CLO BV By: AIG Global Investment Corp. (Europe) Ltd.


	By: /s/ Xxxxxx X. Oh
	Name: Xxxxxx X. Oh
	Title: Authorized Signatory

	Euro Galaxy CLO BV By: AIG Global Investment Corp. Europe (Ltd.)


	By: /s/ Xxxxxx X. Oh
	Name: Xxxxxx X. Oh
	Title: Authorized Signatory

	Galaxy V CLO, LTD By: AIG Global Investment Corp., Its Collateral Manager


	By: /s/ Xxxxxx X. Oh
	Name: Xxxxxx X. Oh
	Title: Managing Director

	Galaxy VI CLO, Ltd. By: AIG Global Investment Corp., Its Collateral Manager


	By: /s/ Xxxxxx X. Oh
	Name: Xxxxxx X. Oh
	Title: Managing Director

	Galaxy VII CLO, LTD. By: AIG Global Investment Corp. As Collateral Manager


	By: /s/ Xxxxxx X. Oh
	Name: Xxxxxx X. Oh
	Title: Managing Director

	Galaxy VIII CLO, LTD. By: AIG Global Investment Corp. As Collateral Manager


	By: /s/ Xxxxxx X. Oh
	Name: Xxxxxx X. Oh
	Title: Managing Director

	Northwoods Capital IV, Limited By: Xxxxxx, Xxxxxx & Co., L.P. As Collateral Manager Northwoods Capital V, Limited By: Xxxxxx, Xxxxxx & Co., L.P. As Collateral Manager Northwoods Capital VI, Limited By: Xxxxxx, Xxxxxx & Co., L.P. As Collateral Manager Northwoods Capital VII, Limited By: Xxxxxx, Xxxxxx & Co., L.P. As Collateral Manager


	By: /s/Xxxxx Xxxxxx
	Name: Xxxxx Xxxxxx
	Title: Managing Director

ARES ENHANCED LOAN INVESMENT STRATEGY II, LTD. By: Ares Enhanced Loan Management II, L.P., Investment Manager By: Ares Enhanced Loan XX XX, LLC, Its General Partner	Ares IIR CLO Ltd. By: Ares CLO Management IIR, L.P., Investment Manager By: Ares CLO GP IIR, LLC, Its General Partner


By: /s/ Xxxxxxx Xxxxxxxx	By: /s/ Xxxxxxx Xxxxxxxx
Name: Xxxxxxx Xxxxxxxx	Name: Xxxxxxx Xxxxxxxx
Title: Authorized Signatory	Title: Authorized Signatory

Ares VII CLO Ltd. By: Ares CLO Management VII, L.P., Investment Manager By: Ares CLO GP VII, LLC, Its General Partner	Ares VIII CLO Ltd. By: Ares CLO Management VIII, L.P., Investment Manager By: Ares CLO GP VIII, LLC Its General Partner


By: /s/ Xxxxxxx Xxxxxxxx	By: /s/ Xxxxxxx Xxxxxxxx
Name: Xxxxxxx Xxxxxxxx	Name: Xxxxxxx Xxxxxxxx
Title: Authorized Signatory	Title: Authorized Signatory

ARES ENHANCED LOAN INVESTMENT STRATEGY III, LTD. By: ARES ENHANCED LOAN MANAGEMENT III, L.P. By: ARES ENHANCED LOAN III GP, LLC, ITS GENERAL PARTNER By: ARES MANAGEMENT LLC, ITS MANAGER	ARES XII CLO LTD. By: ARES CLO MANAGEMENT XII, L.P. By: ARES CLO GP XII, LLC, ITS GENERAL PARTNER By: ARES MANAGEMENT LLC, ITS MANAGER


By: /s/ Xxxxxxx Xxxxxxxx	By: /s/ Xxxxxxx Xxxxxxxx
Name: Xxxxxxx Xxxxxxxx	Name: Xxxxxxx Xxxxxxxx
Title: Authorized Signatory	Title: Authorized Signatory

ARES IIIR/IVR CLO LTD. By: ARES CLO MANAGEMENT IIIR/IVR, L.P. By: ARES CLO GP IIIR/IVR, LLC, ITS GEENRAL PARTNER By: ARES MANAGEMENT LLC, ITS MANAGER	Ares VR CLO Ltd. By: Ares CLO Management VR, L.P., Investment Manager By: Ares CLO GP VR, LLC, Its General Partner


By: /s/ Xxxxxxx Xxxxxxxx	By: /s/ Xxxxxxx Xxxxxxxx
Name: Xxxxxxx Xxxxxxxx	Name: Xxxxxxx Xxxxxxxx
Title: Authorized Signatory	Title: Authorized Signatory

Ares VIR CLO Ltd. By: Ares CLO Management VIR, L.P., Investment Manager By: Ares CLO GP VIR, LLC, Its General Partner	Ares IX CLO Ltd. By: Ares CLO Management IX, L.P., Investment Manager By: Ares CLO GP IX, LLC, Its General Partner By: Ares Management LLC, Its Managing Member


By: /s/ Xxxxxxx Xxxxxxxx	By: /s/ Xxxxxxx Xxxxxxxx
Name: Xxxxxxx Xxxxxxxx	Name: Xxxxxxx Xxxxxxxx
Title: Authorized Signatory	Title: Authorized Signatory

Ares X CLO Ltd. By: Ares CLO Management X, L.P., Investment Manager By: Ares CLO GP X, LLC, Its General Partner	ARES XI CLO Ltd. By: ARES CLO MANAGEMENT XI, L.P. By: ARES CLO GP XI, LLC, Its General Partner By: ARES MANAGEMENT LLC, Its Manager


By: /s/ Xxxxxxx Xxxxxxxx	By: /s/ Xxxxxxx Xxxxxxxx
Name: Xxxxxxx Xxxxxxxx	Name: Xxxxxxx Xxxxxxxx
Title: Authorized Signatory	Title: Authorized Signatory

	CANPARTNERS INVESTMENTS IV, LLC, a California limited liability company By: CANYON CAPITAL ADVISORS LLC, a Delaware limited liability company, its Manager


	By: /s/ Xxxxxxxx X. Xxxxx
	Name: Xxxxxxxx X. Xxxxx
	Title: Co-Chairman and Co-CEO

	Canyon Capital CLO 2004-1, LTD. Canyon Capital CLO 2006-1, LTD. Canyon Capital CLO 2007-1, LTD. BY: Canyon Capital Advisors LLC, a Delaware Limited Liability Company, their Collateral Manager


	By: /s/ Xxxxxxx X. Xxxxxxx
	Name: Xxxxxxx X. Xxxxxxx
	Title: Authorized Signatory

	CANYON SPECIAL OPPORTUNITIES MASTER FUND (CAYMAN), LTD., an Exempted Company incorporated in the Cayman Islands with limited liability By: CANYON CAPITAL ADVISORS LLC, its investment Advisor A Delaware limited liability company, its Investment Advisor


	By: /s/ Xxxxxxxx X. Xxxxx
	Name: Xxxxxxxx X. Xxxxx
	Title: Co-Chairman and Co-CEO

	Carlyle Credit Partners Financing I, LTD.


	By: /s/ Xxxxx Xxxx
	Name: Xxxxx Xxxx
	Title: Managing Director

	Carlyle High Yield Partners IV, Ltd.


	By: /s/ Xxxxx Xxxx
	Name: Xxxxx Xxxx
	Title: Managing Director

	Carlyle High Yield Partners X, Ltd.


	By: /s/ Xxxxx Xxxx
	Name: Xxxxx Xxxx
	Title: Managing Director

	Carlyle High Yield Partners IX, Ltd.


	By: /s/ Xxxxx Xxxx
	Name: Xxxxx Xxxx
	Title: Managing Director

	Carlyle High Yield Partners VIII Ltd.


	By: /s/ Xxxxx Xxxx
	Name: Xxxxx Xxxx
	Title: Managing Director

	Carlyle High Yield Partners VII, Ltd.


	By: /s/ Xxxxx Xxxx
	Name: Xxxxx Xxxx
	Title: Managing Director

	Carlyle High Yield Partners VI, Ltd.


	By: /s/ Xxxxx Xxxx
	Name: Xxxxx Xxxx
	Title: Managing Director

	Chatham Asset High Yield Master Fund, Ltd. By: Chatham Asset Management, LLC Investment Advisor


	By: /s/ Xxxxx X’Xxxxxx
	Name: Xxxxx X’Xxxxxx
	Title: Member

	Chatham Asset Leverage Loan Offshore Fund, Ltd. By: Chatham Asset Management, LLC Investment Advisor


	By: /s/ Xxxxx X’Xxxxxx
	Name: Xxxxx X’Xxxxxx
	Title: Member

	XXXXXXXX XXXXX XXXXXXX, INC.


	By: /s/ Xxxxxxx X. Xxxxxx
	Name: Xxxxxxx X. Xxxxxx
	Title: Managing Director

	Contrarian Funds LLC By Contrarian Capital Management L.L.C. as manager, as a Lender


	By: /s/ Xxxxxx X. Xxxxxxx
	Name: Xxxxxx X. Xxxxxxx
	Title: Member

	Atrium V


	By: /s/ Xxxxx X. Xxxx
	Name: Xxxxx X. Xxxx
	Title: Authorized Signatory

	Atrium VI


	By: /s/ Xxxxx X. Xxxx
	Name: Xxxxx X. Xxxx
	Title: Authorized Signatory

	Xxxxxxx Xxxxxx CLO II B.V.


	By: /s/ Xxxxxxx Xxxxxx
	Name: Xxxxxxx Xxxxxx
	Title: Vice President


	By: /s/ Xxxxxx Xxxxxx
	Name: Xxxxxx Xxxxxx
	Title: Vice President

	Xxxxxxx Xxxxxx CLO III B.V.


	By: /s/ Xxxxxxx Xxxxxx
	Name: Xxxxxxx Xxxxxx
	Title: Vice President


	By: /s/ Xxxxxx Xxxxxx
	Name: Xxxxxx Xxxxxx
	Title: Vice President

	Xxxxxxx Xxxxxx CLO IV B.V.


	By: /s/ Xxxxxxx Xxxxxx
	Name: Xxxxxxx Xxxxxx
	Title: Vice President


	By: /s/ Xxxxxx Xxxxxx
	Name: Xxxxxx Xxxxxx
	Title: Vice President

	Castle Garden Funding


	By: /s/ Xxxxx X. Xxxx
	Name: Xxxxx X. Xxxx
	Title: Authorized Signatory

	Credit Suisse Syndicated Loan Fund


	By: /s/ Xxxxx X. Xxxx
	Name: Xxxxx X. Xxxx
	Title: Authorized Signatory

	CSAM Funding III


	By: /s/ Xxxxx X. Xxxx
	Name: Xxxxx X. Xxxx
	Title: Authorized Signatory

	CSAM Funding IV


	By: /s/ Xxxxx X. Xxxx
	Name: Xxxxx X. Xxxx
	Title: Authorized Signatory

	Madison Park Funding I, Ltd.


	By: /s/ Xxxxx X. Xxxx
	Name: Xxxxx X. Xxxx
	Title: Authorized Signatory

	Madison Park Funding II, Ltd.


	By: /s/ Xxxxx X. Xxxx
	Name: Xxxxx X. Xxxx
	Title: Authorized Signatory

	Madison Park Funding III, Ltd.


	By: /s/ Xxxxx X. Xxxx
	Name: Xxxxx X. Xxxx
	Title: Authorized Signatory

	Madison Park Funding IV, Ltd.


	By: /s/ Xxxxx X. Xxxx
	Name: Xxxxx X. Xxxx
	Title: Authorized Signatory

	Madison Park Funding V, Ltd.


	By: /s/ Xxxxx X. Xxxx
	Name: Xxxxx X. Xxxx
	Title: Authorized Signatory

	Madison Park Funding VI, Ltd.


	By: /s/ Xxxxx X. Xxxx
	Name: Xxxxx X. Xxxx
	Title: Authorized Signatory

	Credit Suisse Loan Funding LLC


	By: /s/ Xxxxxx Xxxxxx
	Name: Xxxxxx Xxxxxx
	Title: Director


	By: /s/ Xxxxxx Xxxx
	Name: Xxxxxx Xxxx
	Title: Authorized Signatory

	DK Acquisition Partners, L.P. By: X.X. Xxxxxxxx & Co., Its General Partner


	By: /s/ Xxx Xxxxxxxx
	Name: Xxx Xxxxxxxx
	Title: General Partner

	Big Sky III Senior Loan Trust By: Xxxxx Xxxxx Management As Investment Advisor


	By: /s/ Xxxxxxx Xxxxxxx
	Name: Xxxxxxx Xxxxxxx
	Title: Vice President

	Xxxxx Xxxxx CFO IX Ltd. By: Xxxxx Xxxxx Management as Investment Advisor


	By: /s/ Xxxxxxx Xxxxxxx
	Name: Xxxxxxx Xxxxxxx
	Title: Vice President

	Xxxxx Xxxxx CDO VII PLC By: Xxxxx Xxxxx Management as Interim Investment Advisor


	By: /s/ Xxxxxxx Xxxxxxx
	Name: Xxxxxxx Xxxxxxx
	Title: Vice President

	Xxxxx Xxxxx CDO VIII PLC By: Xxxxx Xxxxx Management as Investment Advisor


	By: /s/ Xxxxxxx Xxxxxxx
	Name: Xxxxxxx Xxxxxxx
	Title: Vice President

	Xxxxx Xxxxx CDO X PLC By: Xxxxx Xxxxx Management as Investment Advisor


	By: /s/ Xxxxxxx Xxxxxxx
	Name: Xxxxxxx Xxxxxxx
	Title: Vice President

	Xxxxx Xxxxx Floating-Rate Income Trust By: Xxxxx Xxxxx Management as Investment Advisor


	By: /s/ Xxxxxxx Xxxxxxx
	Name: Xxxxxxx Xxxxxxx
	Title: Vice President

	Xxxxxxx & Co. By: Boston Management and Research as Investment Advisor


	By: /s/ Xxxxxxx Xxxxxxx
	Name: Xxxxxxx Xxxxxxx
	Title: Vice President

	Xxxxx Xxxxx Institutional Senior Loan Fund By: Xxxxx Xxxxx Management as Investment Advisor


	By: /s/ Xxxxxxx Xxxxxxx
	Name: Xxxxxxx Xxxxxxx
	Title: Vice President

	Xxxxx Xxxxx Limited Duration Income Fund By: Xxxxx Xxxxx Management as Investment Advisor


	By: /s/ Xxxxxxx Xxxxxxx
	Name: Xxxxxxx Xxxxxxx
	Title: Vice President

	Xxxxx Xxxxx Loss Opportunities Fund, LTD By: Xxxxx Xxxxx Management as Investment Advisor


	By: /s/ Xxxxxxx Xxxxxxx
	Name: Xxxxxxx Xxxxxxx
	Title: Vice President

	Xxxxx Xxxxx Medallion Floating-Rate Income Portfolio By: Xxxxx Xxxxx Management as Investment Advisor


	By: /s/ Xxxxxxx Xxxxxxx
	Name: Xxxxxxx Xxxxxxx
	Title: Vice President

	Senior Debt Portfolio By: Boston Management and Research as Investment Advisor


	By: /s/ Xxxxxxx Xxxxxxx
	Name: Xxxxxxx Xxxxxxx
	Title: Vice President

	Xxxxx Xxxxx Senior Floating-Rate Trust By: Xxxxx Xxxxx Management as Investment Advisor


	By: /s/ Xxxxxxx Xxxxxxx
	Name: Xxxxxxx Xxxxxxx
	Title: Vice President

	Xxxxx Xxxxx Short Duration Diversified Income Fund By: Xxxxx Xxxxx Management as Investment Advisor


	By: /s/ Xxxxxxx Xxxxxxx
	Name: Xxxxxxx Xxxxxxx
	Title: Vice President

	Xxxxx Xxxxx VT Floating-Rate Income Fund By: Xxxxx Xxxxx Management as Investment Advisor


	By: /s/ Xxxxxxx Xxxxxxx
	Name: Xxxxxxx Xxxxxxx
	Title: Vice President

	XXX XXXXXXXXXXX XXXX, XXX XXXX BRANCH, through State Street Bank and Trust Company N.A. as Fiduciary Custodian By: Xxxxx Xxxxx Management, Attorney-in-Fact


	By: /s/ Xxxxxxx Xxxxxxx
	Name: Xxxxxxx Xxxxxxx
	Title: Vice President

	Xxxxx Xxxxx Senior Income Trust By: Xxxxx Xxxxx Management As Investment Advisor


	By: /s/ Xxxxxxx Xxxxxxx
	Name: Xxxxxxx Xxxxxxx
	Title: Vice President

	General Electric Capital Corporation


	By: /s/ Xxxxx Xxxx
	Name: Xxxxx Xxxx
	Title: Duly Authorized Signatory

	GN3 SIP Limited By: GoldenTree Asset Management, LP


	By: /s/ Xxxxx Xxxxx
	Name: Xxxxx Xxxxx
	Title: Authorized Signatory

	GoldenTree 2004 Trust By: GoldenTree Asset Management, LP


	By: /s/ Xxxxx Xxxxx
	Name: Xxxxx Xxxxx
	Title: Authorized Signatory

	GoldenTree Credit Opportunities Financing I, Limited By: GoldenTree Asset Management, LP


	By: /s/ Xxxxx Xxxxx
	Name: Xxxxx Xxxxx
	Title: Authorized Signatory

	GoldenTree Credit Opportunities Master Fund, Ltd. By: GoldenTree Asset Management, LP


	By: /s/ Xxxxx Xxxxx
	Name: Xxxxx Xxxxx
	Title: Director – Bank Debt

	GoldenTree Credit Opportunities Second Financing, Limited By: GoldenTree Asset Management, LP


	By: /s/ Xxxxx Xxxxx
	Name: Xxxxx Xxxxx
	Title: Authorized Signatory

	GoldenTree Leverage Loan Financing I, Limited By: GoldenTree Leverage Loan Manager, LLC


	By: /s/ Xxxxx Xxxxx
	Name: Xxxxx Xxxxx
	Title: Authorized Signatory

	GoldenTree Loan Opportunities III, Limited By: GoldenTree Asset Management, LP


	By: /s/ Xxxxx Xxxxx
	Name: Xxxxx Xxxxx
	Title: Authorized Signatory

	GoldenTree Loan Opportunities IV, Limited By: GoldenTree Asset Management, LP


	By: /s/ Xxxxx Xxxxx
	Name: Xxxxx Xxxxx
	Title: Authorized Signatory

	GoldenTree Loan Opportunities V, Limited By: GoldenTree Asset Management, LP


	By: /s/ Xxxxx Xxxxx
	Name: Xxxxx Xxxxx
	Title: Authorized Signatory

	NCM GT 2008-2 LLC


	By: /s/ Xxxxxxx Xxxxx
	Name: Xxxxxxx Xxxxx
	Title: Authorized Signatory

	XXXX FORCE 1 CLO, LTD. By: GSO/Blackstone Debt Funds Management LLC as Collateral Manager


	By: /s/ Xxxxxx X. Xxxxx
	Name: Xxxxxx X. Xxxxx
	Title: Authorized Signatory

	XXXX FORCE 2 CLO, LTD. By: GSO/Blackstone Debt Funds Management LLC as Collateral Manager


	By: /s/ Xxxxxx X. Xxxxx
	Name: Xxxxxx X. Xxxxx
	Title: Authorized Signatory

	XXXX FORCE 3 CLO, LTD. By: GSO/Blackstone Debt Funds Management LLC as Collateral Manager


	By: /s/ Xxxxxx X. Xxxxx
	Name: Xxxxxx X. Xxxxx
	Title: Authorized Signatory

	LOAN FUNDING VI LLC for itself or as agent for Corporate Loan Funding VI LLC


	By: /s/ Xxxx X. Xxxxxxx
	Name: Xxxx X. Xxxxxxx
	Title: Authorized Signatory

	MONUMENT PARK CDO LTD. By: Blackstone Debt Advisors L.P. as Collateral Manager


	By: /s/ Xxxx X. Xxxxxxx
	Name: Xxxx X. Xxxxxxx
	Title: Authorized Signatory

	TRIBECA PARK CLO LTD. By: GSO / Blackstone Debt Funds Management LLC as Collateral Manager


	By: /s/ Xxxxxx X. Xxxxx
	Name: Xxxxxx X. Xxxxx
	Title: Authorized Signatory

	XXXXX XXXXXX XDO LTD. By: Blackstone Debt Advisors L.P. as Collateral Manager


	By: /s/ Xxxx X. Xxxxxxx
	Name: Xxxx X. Xxxxxxx
	Title: Authorized Signatory

	GULF STREAM-SEXTANT CLO 2007-1 LTD. By: Gulf Stream Asset Management, LLC as Collateral Manager


	By: /s/ Xxxxx X. Love
	Name: Xxxxx X. Love
	Title: Chief Credit Officer

	GULF STREAM-COMPASS CLO 2009-1 LTD. By: Gulf Stream Asset Management, LLC as Collateral Manager


	By: /s/ Xxxxx X. Love
	Name: Xxxxx X. Love
	Title: Chief Credit Officer

	GULF STREAM-COMPASS CLO 2002-1 LTD. By: Gulf Stream Asset Management, LLC as Collateral Manager


	By: /s/ Xxxxx X. Love
	Name: Xxxxx X. Love
	Title: Chief Credit Officer

	GULF STREAM-COMPASS CLO 2004-1 LTD. By: Gulf Stream Asset Management, LLC as Collateral Manager


	By: /s/ Xxxxx X. Love
	Name: Xxxxx X. Love
	Title: Chief Credit Officer

	GULF STREAM-COMPASS CLO 2007, LTD. By: Gulf Stream Asset Management, LLC as Collateral Manager


	By: /s/ Xxxxx X. Love
	Name: Xxxxx X. Love
	Title: Chief Credit Officer

	Hartford Institutional Trust, on behalf of its Floating Rate Bank Loan Series By: Hartford Investment Management Company, its Investment Manager


	By: /s/Xxxxxxx X. Xxxxxxxx
	Name: Xxxxxxx X. Xxxxxxxx
	Title: Managing Director

	The Hartford Mutual Funds, Inc., on behalf of The Hartford Floating Rate Fund By: Hartford Investment Management Company, its Sub-advisor


	By: /s/Xxxxxxx X. Xxxxxxxx
	Name: Xxxxxxx X. Xxxxxxxx
	Title: Managing Director

	ING Investment Management Co.


	By: /s/Xxxxxxx Xxxxx
	Name: Xxxxxxx Xxxxx
	Title: Vice President

	For the Following:
	ING Investment Management CLO I, Ltd. ING Investment Management CLO II, Ltd. ING Investment Management CLO III, Ltd. ING Investment Management CLO IV, Ltd. ING Investment Management CLO I, Ltd. ING Investment Management CLO IV Ltd. ING International II Senior Bank Loans Euro ING International (II) Senior Bank Loans USD ING Prime Rate Trust ING Senior Income Fund

	GANNETT PEAK CLO I, LTD. By: XxXxxxxxx Investment Management, LLC, as Investment Manager


	By: /s/Xxxxxxxx X. Xxxx
	Name: Xxxxxxxx X. Xxxx
	Title: Vice President

	XXXXXXXXX LOAN OPPORTUNITY LTD. By: XxXxxxxxx Investment Management, LLC, as Investment Manager


	By: /s/Xxxxxxxx X. Xxxx
	Name: Xxxxxxxx X. Xxxx
	Title: Vice President

	WIND RIVER CLO I LTD. By: XxXxxxxxx Investment Management, LLC, as Manager


	By: /s/Xxxxxxxx X. Xxxx
	Name: Xxxxxxxx X. Xxxx
	Title: Vice President

	WIND RIVER CLO II – XXXX INVESTORS, LTD. By: XxXxxxxxx Investment Management, LLC, as Manager


	By: /s/Xxxxxxxx X. Xxxx
	Name: Xxxxxxxx X. Xxxx
	Title: Vice President

	Xxxxxxx Xxxxx Capital Corporation


	By: /s/ Xxxxxxxxx Xxxxxxxx
	Name: Xxxxxxxxx Xxxxxxxx
	Title: Vice President

	MetLife Insurance Company of Connecticut By: Metropolitan Life Insurance Company, its investment manager


	By: /s/ Reena Pally
	Name: Reena Pally
	Title: Director

	Clydesdale CLO 2006, Ltd. By: Nomura Corporate Research and Asset Management Inc. as Investment Manager


	By: /s/ Xxxxxx Xxxxxxx
	Name: Xxxxxx Xxxxxxx
	Title: Executive Director

100

	Clydesdale CLO 2007, Ltd. By: Nomura Corporate Research and Asset Management Inc. as Investment Manager


	By: /s/ Xxxxxx Xxxxxxx
	Name: Xxxxxx Xxxxxxx
	Title: Executive Director

101

	Nomura Bond & loan Fund By: Mitsubishi UFJ Trust & Banking Corporation as Trustee By: Nomura Corporate Research and Asset Management Inc. Attorney in Fact


	By: /s/ Xxxxxx Xxxxxxx
	Name: Xxxxxx Xxxxxxx
	Title: Executive Director

102

	NCRAM Senior Loan Trust 2005 By: Nomura Corporate Research and Asset Management Inc. as Investment Manager


	By: /s/ Xxxxxx Xxxxxxx
	Name: Xxxxxx Xxxxxxx
	Title: Executive Director

103

	Primus CLO I, Ltd. By: Primus Asset Management Its Collateral Manager


	By: /s/N. J. Xxxxxxxx, Jr.
	Name: N. J. Xxxxxxxx, Jr.
	Title: PM

104

	Cavalry CLO I, LTD. By: Regiment Capital Management, LLC as its Investment Advisor


	By: /s/ Xxxx Xxxxxxxxxx
	Name: Xxxx Xxxxxxxxxx
	Title: Authorized Signatory

105

	Grand Central Asset Trust REG Series


	By: /s/ Xxxx Xxxxxx
	Name: Xxxx Xxxxxx
	Title: Attorney-in-Fact

106

	PRESIDENT & FELLOWS OF HARVARD COLLEGE By: Regiment Capital Management, LLC as its Investment Advisor


	By: /s/ Xxxx Xxxxxxxxxx
	Name: Xxxx Xxxxxxxxxx
	Title: Authorized Signatory

107

	REGIMENT CAPITAL LTD By: Regiment Capital Management, LLC as its Investment Advisor


	By: /s/ Xxxx Xxxxxxxxxx
	Name: Xxxx Xxxxxxxxxx
	Title: Authorized Signatory

108

	XL Investment Management Ltd. By: Regiment Capital Management, LLC as its Investment Advisor


	By: /s/ Xxxx Xxxxxxxxxx
	Name: Xxxx Xxxxxxxxxx
	Title: Authorized Signatory

109

	RiverSource Bond Series, Inc. – RiverSource Floating Rate Fund


	By: /s/ Xxxxx X. Xxxxxxx
	Name: Xxxxx X. Xxxxxxx
	Title: Assistant Vice President

110

	Cent CDO 12 Limited By: RiverSource Investments, LLC as Collateral Manager


	By: /s/ Xxxxx X. Xxxxxxx
	Name: Xxxxx X. Xxxxxxx
	Title: Director of Operations

111

	Cent CDO 14 Limited By: RiverSource Investments, LLC as Collateral Manager


	By: /s/ Xxxxx X. Xxxxxxx
	Name: Xxxxx X. Xxxxxxx
	Title: Director of Operations

112

	Trimaran CLO VII Ltd. By: Trimaran Advisors, L.L.C.


	By: /s/ Xxxxxxxx X. Xxxxxxxxxx
	Name: Xxxxxxxx X. Xxxxxxxxxx
	Title: Managing Director

113

	Foothill CLO 1, Ltd. By: The Foothill Group, Inc., as attorney-in-fact


	By: /s/ Xxxx Xxxxxxxx
	Name: Xxxx Xxxxxxxx
	Title: Managing Member

114

	The Foothill Group, Inc.


	By: /s/ Xxxx Xxxxxxxx
	Name: Xxxx Xxxxxxxx
	Title: Vice President

115

Schudule I

U.S. GUARANTOR DEBTORS

Alex Inc.

Xxxxxxxxxx.xxx, Inc.

Ardee Music Publishing, Inc.

Christmas Angel Productions, Inc.

CompassLearning, Inc.

Direct Entertainment Media Group, Inc.

Direct Holdings Americas Inc.

Direct Holdings Custom Publishing Inc.

Direct Holdings Customer Service, Inc.

Direct Holdings Education Inc.

Direct Holdings Libraries Inc.

Direct Holdings U.S. Corp.

Funk & Wagnalls Yearbook Corp.

Xxxxxx Xxxxxxx, Inc.

Home Service Publications, Inc..

Pegasus Asia Investments, Inc.

Pegasus Investment, Inc.

Pegasus Sales, Inc.

Pleasantville Music Publishing, Inc.

R.D. Manufacturing Corporation

RD Large Edition, Inc.

RD Publications, Inc.

RD Walking, Inc.

RDA Sub Co.

Reader's Digest Children's Publishing, Inc.

Reader's Digest Consumer Services, Inc.

Reader's Digest Entertainment, Inc.

Reader's Digest Financial Services, Inc.

Reader's Digest Latinoamerica, S.A.

Reader's Digest Sales and Services, Inc.

Reader's Digest Sub Nine, Inc.

Reader's Digest Young Families, Inc.

Xxxxxx Manufacturing, LLC

Xxxxxx Media Group, Inc.

Retirement Living Publishing Company, Inc.

Saguaro Road Records, Inc.

Taste of Home Media Group, Inc.

Taste of Home Productions, Inc.

Travel Publications, Inc.

W.A. Publications, LLC

WAPLA, LLC

Weekly Reader Corporation

Weekly Reader Custom Publishing, Inc.

World Almanac Education Group, Inc.

World Wide Country Tours, Inc.

WRC Media, Inc.

116

Schedule II

NON-DEBTOR OBLIGORS

Verlag Das Beste GmbH

Das Beste aus Reader's Digest AG

Pegasus Medien Produktions-und Vertriebsgesellschaft mbH

Optimail Direktwerbeservice GmbH

Uitgeversmaatschappij The Reader's Digest B.V.

117

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WAIVER AND AMENDMENT

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