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90-DAY REVOLVING LOAN AGREEMENT

Revolving Credit Agreement

90-DAY REVOLVING LOAN AGREEMENT | Document Parties: READERS DIGEST ASSOCIATION INC | JPMorgan Chase Bank, N.A. You are currently viewing:
This Revolving Credit Agreement involves

READERS DIGEST ASSOCIATION INC | JPMorgan Chase Bank, N.A.

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Title: 90-DAY REVOLVING LOAN AGREEMENT
Date: 11/1/2006
Industry: Printing and Publishing    

90-DAY REVOLVING LOAN AGREEMENT, Parties: readers digest association inc , jpmorgan chase bank  n.a.
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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.

Reader’s Digest Road

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.

 

 

 

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