RESTRUCTURING SUPPORT AGREEMENTRestructuring Support Agreement • August 18th, 2009 • Readers Digest Association Inc • Books: publishing or publishing & printing • New York
This RESTRUCTURING SUPPORT AGREEMENT is made and entered into as of August 17, 2009 (as amended, supplemented or otherwise modified in accordance with the terms hereof, this “Support Agreement”, which term shall include Exhibits A, B and C and Schedule 1, each annexed hereto) 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”), (ii) the undersigned lenders under the Credit Agreement (as defined herein, and together with their permitted successors and assigns, each a “Consenting Lender”), and (iii) the undersigned shareholders of Holding (each, a “Consenting Shareholder,” together with the Consenting Lenders and the Debtors the “Parties”):
WAIVER AND AMENDMENTWaiver and Amendment • August 18th, 2009 • Readers Digest Association Inc • Books: publishing or publishing & printing • New York
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.
