THE READER’S DIGEST ASSOCIATION, INC. READER’S DIGEST ROAD PLEASANTVILLE, NY 10570-7000Readers Digest Association Inc • November 1st, 2006 • Books: publishing or publishing & printing • New York
This letter (the “Agreement”) serves to confirm those payments and benefits that you will receive, subject to and in accordance with the terms and conditions of this Agreement in connection with a termination of your employment with The Reader’s Digest Association, Inc. (the “Company”).
90-DAY REVOLVING LOAN AGREEMENTDay Revolving Loan Agreement • November 1st, 2006 • Readers Digest Association Inc • Books: publishing or publishing & printing
The Reader’s Digest Association, Inc. (the “Borrower”) has requested JPMorgan Chase Bank, N.A. (“JPMCB”) and The Royal Bank of Scotland plc (“RBS” and, together with JPMCB, the “Lenders”) to extend commitments under which the Borrower may obtain loans (each such loan, a “Loan” and collectively, the “Loans”) on a revolving credit basis on and after the date hereof and at any time from time to time prior to the Maturity Date (as defined below) in an aggregate principal amount outstanding at any time not to exceed $50,000,000. The Lenders have agreed to make such Loans on the terms and subject to the conditions set forth or incorporated by reference herein. The proceeds of the Loans will be used for general corporate purposes.
EXECUTION COPYSecond Amendment and Consent • November 1st, 2006 • Readers Digest Association Inc • Books: publishing or publishing & printing • New York
SECOND AMENDMENT AND CONSENT, dated as of September 28, 2006 (this “Amendment”), to the $400,000,000 FIVE-YEAR REVOLVING CREDIT AGREEMENT dated as of April 14, 2005 (as amended, restated, supplemented or otherwise modified from time to time, the “Revolving Credit Agreement”), among THE READER’S DIGEST ASSOCIATION, INC., a Delaware corporation (the “Company”), the BORROWING SUBSIDIARIES party thereto (the “Borrowing Subsidiaries”), the LENDERS party thereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) and Collateral Agent, THE ROYAL BANK OF SCOTLAND PLC, as Syndication Agent, and COMMERZBANK AG, NEW YORK BRANCH, HSBC BANK USA, NATIONAL ASSOCIATION and WACHOVIA BANK, NATIONAL ASSOCIATION, as Co-Documentation Agents.
