90-DAY REVOLVING LOAN
AGREEMENT
|
JPMorgan Chase Bank, N.A.
270 Park Avenue
New York, NY 10017
|
The Royal Bank of Scotland
plc
101 Park Avenue
New York, NY 10178
|
September 25, 2006
The
Reader’s Digest Association, Inc.
Pleasantville,
NY 10570-7000
Ladies and
Gentlemen:
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.
SECTION 1.01. Defined Terms;
Construction. Subject to the following sentence, all
capitalized terms used in, or incorporated by reference into, this
Agreement but not otherwise defined herein shall be defined as set
forth in the Five-Year Revolving Credit Agreement dated as of April
14, 2005 (as amended, restated, supplemented or otherwise modified
from time to time, the “ Existing Five-Year Credit
Agreement ”), among the Borrower, certain subsidiaries of
the Borrower, the lenders party thereto and JPMorgan Chase
Bank, N.A., as administrative agent and collateral agent, but
with the definitions in the Existing Five-Year Credit Agreement
being modified and construed in accordance with the following
sentence. All references in the Existing Five-Year Credit
Agreement, including in the schedules thereto (or in provisions and
schedules incorporated herein from the Existing Five-Year Credit
Agreement or defined terms used in such provisions and schedules)
to (i) the “Lenders”, the “Required
Lenders”, the “Administrative Agent”, the
“Collateral Agent” or the “Agents” shall be
deemed to be references to the Lenders party to this Agreement,
(ii) the “Borrowers” or the “Company” shall
be deemed to be references to the Borrower (as defined herein),
(iii) any “Borrowing Subsidiary” or “Canadian
Subsidiary” shall be disregarded, (iii) the “Subsidiary
Guarantors” shall be deemed to be references to the
subsidiaries of the Borrower identified as “Guarantors”
on the signature pages hereto, (iv) the “Loan Parties”
shall be deemed to be references to the Borrower and the Subsidiary
Guarantors, (v) “the “Commitments” shall be
deemed to be references to the commitments of the Lenders hereunder
(the initial amounts of such Commitments being $25,000,000 for each
Lender and $50,000,000 in the aggregate for both Lenders), (vi)
“Loans” shall be deemed to be references to the Loans
(as defined herein), (vii) “Interest Periods” shall be
deemed to be references to “Interest Periods” as
defined in the Existing Five-Year Credit Agreement, but without
giving effect to references in such definition to Interest Periods
of three or six months’ duration and with Interest Periods
shorter than one month to be available subject to the consent of
all the Lenders to each such shorter Interest Period,
(viii) “the date hereof” or “the date of
this Agreement” shall be deemed to be references to the date
of this Agreement, (ix) “this Agreement” or any
“Loan Document” shall be deemed to be references to
this Agreement, (x) the “Maturity Date” shall be
deemed to be November 30, 2006, (xi) the “Transactions”
shall mean the execution, delivery and performance of this
Agreement and the borrowings hereunder, (xii) the “Effective
Date” shall be deemed to be a reference to the date on which
the obligations of the Lenders under this Agreement shall become
effective, and (xiii) Articles and Sections shall be deemed to
be references to such Articles and Sections as incorporated by
reference herein.