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.
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”).
THE READER’S DIGEST ASSOCIATION, INC. READER’S DIGEST ROAD PLEASANTVILLE, NY 10570-7000Readers Digest Association Inc • September 29th, 2008 • 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.
THE READER’S DIGEST ASSOCIATION, INC. READER’S DIGEST ROAD PLEASANTVILLE, NY 10570-7000Restricted Share Award Agreement • September 29th, 2008 • Readers Digest Association Inc • Books: publishing or publishing & printing • Delaware
This Restricted Share Award Agreement (the “Award Agreement”) sets forth the terms and conditions of an award of [•] Shares that are subject to certain restrictions on transfer and risks of forfeiture and other terms and conditions specified herein (“Restricted Shares”) and that are granted to you under the RDA Holding Co. 2007 Omnibus Incentive Compensation Plan (the “Plan”). The fair market value of a Share on the date hereof is $10.00.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • September 29th, 2008 • Readers Digest Association Inc • Books: publishing or publishing & printing • New York
STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of August 7, 2008, among The Reader’s Digest Association, Inc., a Delaware corporation (the “Seller”), TI Circulation Holdings LLC, a Delaware limited liability company (the “US Purchaser”), and 1417557 Alberta ULC, an Alberta unlimited liability corporation (the “CA Purchaser” and, together with the US Purchaser, the “Purchasers”, and each individually, a “Purchaser”).
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • September 29th, 2008 • Readers Digest Association Inc • Books: publishing or publishing & printing • New York
MANAGEMENT SERVICES AGREEMENT dated as of January 23, 2007 (this “Agreement”), by and among Ripplewood Holdings L.L.C., a limited liability company organized under the laws of the State of Delaware (“Ripplewood”), GoldenTree Asset Management, LP, a limited partnership organized under the laws of the State of Delaware (“GoldenTree”), J. Rothschild Group (Guernsey) Ltd., a company organized under the laws of Guernsey, Channel Islands (“Rothschild” and, together with Ripplewood and GoldenTree, the “Service Providers”), RDA Holding Co., a corporation organized under the laws of the State of Delaware (“Parent”). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Stockholders’ Agreement (as defined below).
THE READER’S DIGEST ASSOCIATION, INC. READER’S DIGEST ROAD PLEASANTVILLE, NY 10570-7000Readers Digest Association Inc • September 29th, 2008 • Books: publishing or publishing & printing • New York
This letter (the “Agreement”) serves to confirm those payments and benefits that you will receive in consideration of your agreement to waive your participation in The Reader’s Digest Association, Inc. 2001 Income Continuation Plan for Senior Management, The Reader’s Digest Association, Inc. 2006 Income Continuation Plan for Senior Management (the “ICPs”), your agreement to cancel that certain agreement between you and The Reader’s Digest Association, Inc. (the “Company”) dated March 28, 2003 providing for certain benefits upon your termination of employment (the “Termination Agreement”), your agreement to waive participation in The Reader’s Digest Association, Inc. Severance Plan and in any and all successors to such plan and any other Company plan or policy respecting severance and/or separation pay or benefits (all such plans are referred to herein as the “Severance Plans”) and your agreement to the non-compete and non-solicitation restrictions stated below.
THE READER’S DIGEST ASSOCIATION, INC. READER’S DIGEST ROAD PLEASANTVILLE, NY 10570-7000Option Award Agreement • September 29th, 2008 • Readers Digest Association Inc • Books: publishing or publishing & printing
This Option Award Agreement (the “Award Agreement”) sets forth the terms and conditions of an award of [#] options to purchase Shares, at an exercise price of $10 per Share (the “Exercise Price”), which represents the Fair Market Value per Share on the date hereof, that are subject to the terms and conditions specified herein (“Options”) and that are granted to you under the RDA Holding Co. 2007 Omnibus Incentive Compensation Plan (the “Plan”). Each Option shall be exercisable for one Share, subject to the terms herein. The Options are not intended to qualify as “incentive stock options” (within the meaning of Section 422 of the Code).
