FORM OF RESTRUCTURING SUPPORT AGREEMENTForm of Restructuring Support Agreement • February 19th, 2013 • RDA Holding Co. • Periodicals: publishing or publishing & printing • New York
This RESTRUCTURING SUPPORT AGREEMENT is made and entered into as of February 17, 2013 (as amended, supplemented or otherwise modified in accordance with the terms hereof, this “Support Agreement”, which defined term shall include all exhibits and schedules annexed hereto including, without limitation, the Term Sheets (as defined below) 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” and excluding Direct Entertainment Media Group, Inc., the “Plan Debtors”), (ii) Wells Fargo Principal Lending, LLC, as issuing lender and sole lender (Wells Fargo Principal Lending, LLC or one of its affiliates, the “Consenting Lender”) under that certain Credit Agreement, dated as of March 30, 2012 (the “Credit Agreement”) by and among the Debtors, the Consenting Lender and Wells Fargo Bank, N.A., as administrative agent
