RD ESCROW CORPORATION, THE READER’S DIGEST ASSOCIATION, INC., RDA HOLDING CO., THE SUBSIDIARY GUARANTORS PARTIES HERETO, WELLS FARGO BANK, NATIONAL ASSOCIATION, AS TRUSTEE AND WILMINGTON TRUST FSB, AS COLLATERAL AGENT Floating Rate Senior Secured...Indenture • October 26th, 2010 • RDA Holding Co. • Books: publishing or publishing & printing • New York
INDENTURE dated as of February 11, 2010, among RD ESCROW CORPORATION, a Delaware corporation (“Issuer”), THE READER’S DIGEST ASSOCIATION, INC., a Delaware corporation (“RDA”), RDA HOLDING CO., a Delaware corporation (“Holdings”), the SUBSIDIARY GUARANTORS (as defined herein) parties hereto, WELLS FARGO BANK, NATIONAL ASSOCIATION (the “Trustee”), as Trustee, and WILMINGTON TRUST FSB (the “Collateral Agent”), as collateral agent.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 26th, 2010 • RDA Holding Co. • Books: publishing or publishing & printing • New York
This REGISTRATION RIGHTS AGREEMENT, dated as of February 11, 2010 (the “Agreement”), is entered into by and among The Reader’s Digest Association, Inc., a Delaware corporation (the “Company”), the guarantors listed on the signature pages hereto (the “Guarantors”) and J.P. Morgan Securities Inc. (“J.P. Morgan”), Banc of America Securities LLC (“Banc of America”), Credit Suisse Securities (USA) LLC (“Credit Suisse”), Goldman, Sachs & Co. (“Goldman Sachs”), Moelis & Company LLC (“Moelis”) and the several other initial purchasers named on Schedule 1 hereto (the “Initial Purchasers”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF WAPLA, LLCLimited Liability Company Agreement • October 26th, 2010 • RDA Holding Co. • Books: publishing or publishing & printing • Delaware
This Amended and Restated Limited Liability Company Agreement (this “Agreement”) of WAPLA, LLC is entered into this 7th day of June 2004 by Reader’s Digest Latinoamerica, S.A. (the “Member”) pursuant to and in accordance with the Delaware Limited Liability Company Act (6 De1.C. § 18-101, et seq.), as amended from time to time (the “Act”).
THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • October 26th, 2010 • RDA Holding Co. • Books: publishing or publishing & printing • New York
THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) dated as of May 26, 2010 (the “Effective Date”), between The Reader’s Digest Association, Inc., a Delaware corporation (the “Company”), and Mary G. Berner (“Executive”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF W.A. PUBLICATIONS, LLCLimited Liability • October 26th, 2010 • RDA Holding Co. • Books: publishing or publishing & printing • Delaware
This Amended and Restated Limited Liability Company Agreement (this “Agreement”) of W.A. Publications, LLC is entered into this 7th day of June 2004 by The Reader’s Digest Association, Inc. (the “Member”) pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del.C. § 18-101, et seq.), as amended from time to time (the “Act”).
REGISTRATION RIGHTS AGREEMENT by and among RDA HOLDING CO. and THE HOLDERS NAMED HEREINRegistration Rights Agreement • October 26th, 2010 • RDA Holding Co. • Books: publishing or publishing & printing • New York
This REGISTRATION RIGHTS AGREEMENT, dated as of February 19, 2010 (this “Agreement”), is entered into by and among RDA Holding Co., a Delaware corporation (the “Company”), the holders of Registrable Common Stock (as hereinafter defined) who are signatories to this Agreement or who agree to be or otherwise are bound by the terms hereof (the “Holders”), and the Warrantholders (as hereinafter defined).
FIRST AMENDMENT TO THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OFLimited Liability Company Agreement • October 26th, 2010 • RDA Holding Co. • Books: publishing or publishing & printing • Delaware
This First Amendment to the Amended and Restated Limited Liability Company Agreement of W.A. Publications, LLC, a Delaware limited liability company (the “Company”), dated as of March 2, 2007 (this “Amendment”), is entered into by The Reader’s Digest Association, Inc., a Delaware corporation, as the sole member of the Company (the “Member”).
SUPPLEMENTAL INDENTURE TO ADD SUBSIDIARY GUARANTORSSupplemental Indenture • October 26th, 2010 • RDA Holding Co. • Books: publishing or publishing & printing • New York
This Supplemental Indenture is entered into as of July 27, 2010 (this “Supplemental Indenture” or “Guarantee”), by and among Taste of Home Media Group, LLC (the “Guarantor”), The Reader’s Digest Association, Inc., a Delaware corporation (“Issuer”), RDA Holding Co., a Delaware corporation (“Holdings”), each other then existing Subsidiary Guarantor under the Indenture referred to below, Wells Fargo Bank, National Association, as Trustee under the Indenture referred to below, and Wilmington Trust FSB, as Collateral Agent under the Indenture referred to below.
RDA HOLDING CO. AMENDMENT No. 1 to STOCKHOLDERS AGREEMENTStockholders Agreement • October 26th, 2010 • RDA Holding Co. • Books: publishing or publishing & printing
This AMENDMENT No. 1, dated as of July 19, 2010 (this “Amendment”), amends the terms of the Stockholders Agreement dated as of February 19, 2010 among RDA Holding Co. (the “Company”), and the Stockholders, the Warrantholders and such other Persons, if any, that from time to time become parties thereto pursuant to the terms thereof (the “Stockholders Agreement”). Each capitalized term used and not defined herein shall have the meaning ascribed to it in the Stockholders Agreement.
NON-QUALIFIED STOCK OPTION AGREEMENT PURSUANT TO THE RDA HOLDING CO. 2010 EQUITY INCENTIVE PLANNon-Qualified Stock Option Agreement • October 26th, 2010 • RDA Holding Co. • Books: publishing or publishing & printing • Delaware
THIS NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between RDA Holding Co. (the “Company”), and the Participant specified above, pursuant to the RDA Holding Co. 2010 Equity Incentive Plan (the “Plan”); and
SECURITY AGREEMENT from RDA HOLDING CO., THE READER’S DIGEST ASSOCIATION, INC. and THE GRANTORS IDENTIFIED HEREIN, to JPMORGAN CHASE BANK, N.A., as Administrative Agent under the Credit Agreement referred to herein, WELLS FARGO BANK, NATIONAL...Security Agreement • October 26th, 2010 • RDA Holding Co. • Books: publishing or publishing & printing • New York
SECURITY AGREEMENT, dated as of February 19, 2010, among RDA HOLDING CO., a Delaware corporation (“Holdings”), THE READER’S DIGEST ASSOCIATION, INC., a Delaware corporation (the “Borrower”), the other Persons listed on the signature pages hereof (together with the Borrower, Holdings, and any other entity that may become a party hereto as provided herein, the “Grantors”), JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, together with any successor administrative agent, the “Administrative Agent”) for the “Secured Parties” (as defined in the Credit Agreement referred to below), WELLS FARGO BANK, NATIONAL ASSOCIATION, as trustee (in such capacity, together with any successor trustee, the “Trustee”) for the holders of the Notes (together with the Trustee, the “Bond Secured Parties”) and WILMINGTON TRUST FSB, as collateral agent for the Secured Parties (in such capacity, together with any successor collateral agent pursuant to Section 6.8, the “Collateral Agent”).
REVOLVING CREDIT AND GUARANTEE AGREEMENT Dated as of February 19, 2010 among RDA HOLDING CO., THE READER’S DIGEST ASSOCIATION, INC., THE OTHER GUARANTORS NAMED HEREIN The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent J.P....Revolving Credit and Guarantee Agreement • October 26th, 2010 • RDA Holding Co. • Books: publishing or publishing & printing • New York
This REVOLVING CREDIT AGREEMENT (“Agreement”) is entered into as of February 19, 2010, among RDA HOLDING CO., a Delaware corporation (“Holdings”), THE READER’S DIGEST ASSOCIATION, INC., a Delaware corporation (the “Borrower”), the subsidiary guarantors from time to time party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and the several banks and other financial institutions or entities from time to time parties to this Agreement (collectively, the “Lenders” and each a “Lender”).
FORM OF RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE RDA HOLDING CO. 2010 EQUITY INCENTIVE PLANRestricted Stock Unit Agreement • October 26th, 2010 • RDA Holding Co. • Books: publishing or publishing & printing • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between RDA Holding Co. (the “Company”), and the Participant specified above, pursuant to the RDA Holding Co. 2010 Equity Incentive Plan (the “Plan”); and
STOCKHOLDERS AGREEMENT dated as of February 19, 2010 among RDA HOLDING CO. and THE HOLDERS NAMED HEREIN OR BOUND HEREBYStockholders Agreement • October 26th, 2010 • RDA Holding Co. • Books: publishing or publishing & printing • Delaware
This STOCKHOLDERS AGREEMENT, dated as of February 19, 2010, is entered into by and among RDA Holding Co. (the “Company”), the creditors of the Company identified on Schedule A hereto (the “Creditor Stockholders”), the Management Stockholders (as defined below), the Director Stockholders (as defined below), any other stockholder that may become a party to this Agreement after the date hereof and pursuant to the terms hereof (collectively with the Creditor Stockholders, the Management Stockholders and the Director Stockholders, the “Stockholders”) and the Warrantholders (as defined below).
FIRST AMENDMENTFirst Amendment • October 26th, 2010 • RDA Holding Co. • Books: publishing or publishing & printing • New York
FIRST AMENDMENT, dated as of March 31, 2010 (this “Amendment”), to the Revolving Credit and Guarantee Agreement, dated as of February 19, 2010 (the “Credit Agreement”), among RDA HOLDING CO. (“Holdings”), THE READER’S DIGEST ASSOCIATION, INC. (the “Borrower”), and certain of the Borrower’s Subsidiaries (the “Guarantors”), the lenders from time to time party thereto (the “Lenders”) and JPMORGAN CHASE BANK, N.A., as administrative agent (the “Administrative Agent”).
