Exhibit 4.2


 


SUPPLEMENTAL INDENTURE TO ADD SUBSIDIARY
GUARANTORS


 


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.


 


W I T N E S S E T H:


 


WHEREAS, the Issuer, Holdings, the Subsidiary
Guarantors, the Trustee and the Collateral Agent have heretofore executed and
delivered an Indenture dated as of February 11, 2010 (as amended,
supplemented, waived or otherwise modified, the “Indenture”), providing for the
issuance of an aggregate principal amount of $525.0 million of Floating Rate
Senior Secured Notes due 2017 of the Issuer (the “Notes”);


 


WHEREAS, Section 3.12 of the
Indenture provides that the Issuer is required to cause each wholly-owned
Domestic Subsidiary with assets with either a book value or fair market value
equal to or greater than $250,000 that is formed or acquired following the
Issue Date to execute and deliver on the Escrow Release Date or within 10 days
of formation or acquisition, as applicable, to the Trustee a supplemental
indenture pursuant to which such wholly-owned Domestic Subsidiary will
unconditionally Guarantee, on a joint and several basis with the other
Guarantors, the full and prompt payment of the principal of, premium, if any,
and interest in respect of the Notes on a senior secured basis and all other
obligations under the Indenture;


 


WHEREAS, pursuant to Section 9.1 of
the Indenture, the Issuer, any Guarantor, the Trustee and the Collateral Agent
are authorized to execute and deliver this Supplemental Indenture to amend or
supplement the Indenture, without the consent of any Holder;


 


NOW, THEREFORE, in consideration of the
foregoing and for other good and valuable consideration, the receipt of which
is hereby acknowledged, the Guarantor, the Issuer, the other Subsidiary
Guarantors, the Trustee and the Collateral Agent mutually covenant and agree
for the equal and ratable benefit of the Holders of the Notes as follows:


 


ARTICLE I


 


DEFINITIONS


 


SECTION 1.1.      Defined Terms.  As used in this Supplemental Indenture, terms
defined in the Indenture or in the preamble or recital hereto are used herein
as therein defined.  The words “herein,” “hereof”
and “hereby” and other words of similar import used in


 


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this Supplemental Indenture refer to this Supplemental Indenture as a
whole and not to any particular section hereof.


 


ARTICLE II


 


AGREEMENT TO BE BOUND; GUARANTEE


 


SECTION 2.1.   Agreement to
be Bound.  The Guarantor hereby
becomes a party to the Indenture as a Subsidiary Guarantor and as such will
have all of the rights and be subject to all of the obligations and agreements
of a Subsidiary Guarantor under the Indenture. 
The Guarantor hereby becomes a party to the Security Agreement as a
Grantor (as defined therein) thereunder with the same force and effect as if
originally named therein as a Grantor and as such hereby assumes all
obligations and liabilities of a Grantor thereunder.  The Guarantor agrees to be bound by all of
the provisions of the Indenture and the Security Documents applicable to a
Subsidiary Guarantor and to perform all of the obligations and agreements of a
Subsidiary Guarantor under the Indenture and the Security Documents.


 


SECTION 2.2.   Guarantee.  The Guarantor agrees, on a joint and several
basis with all the existing Guarantors, to fully, unconditionally and irrevocably
Guarantee to each Holder of the Notes and the Trustee the Guaranteed
Obligations pursuant to Article X of the Indenture on a senior secured
basis.


 


ARTICLE III


 


MISCELLANEOUS


 


SECTION 3.1.   Notices.  All notices and other communications to the Guarantor
shall be given as provided in the Indenture to the Guarantor, at its address
set forth below, with a copy to the Issuer as provided in the Indenture for
notices to the Issuer.


 


SECTION 3.2.   Parties.  Nothing expressed or mentioned herein is intended
or shall be construed to give any Person, firm or corporation, other than the
Holders and the Trustee, any legal or equitable right, remedy or claim under or
in respect of this Supplemental Indenture or the Indenture or any provision
herein or therein contained.


 


SECTION 3.3.   Governing Law.  This Supplemental Indenture shall be governed
by, and construed in accordance with, the laws of the State of New York.


 


SECTION 3.4.   Severability
Clause.  In case any provision in
this Supplemental Indenture shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby and such provision shall be ineffective
only to the extent of such invalidity, illegality or unenforceability.


 


SECTION 3.5.   Ratification
of Indenture; Supplemental Indentures Part of Indenture.  Except as expressly amended hereby, the
Indenture is in all respects ratified and


 


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confirmed and all the terms, conditions and provisions thereof shall
remain in full force and effect.  This
Supplemental Indenture shall form a part of the Indenture for all purposes, and
every Holder of Notes heretofore or hereafter authenticated and delivered shall
be bound hereby.  The Trustee makes no
representation or warranty as to the validity or sufficiency of this
Supplemental Indenture or with respect to the recitals contained herein, all of
which recitals are made solely by the other parties hereto.


 


SECTION 3.6.   Counterparts.  The parties hereto may sign one or more
copies of this Supplemental Indenture in counterparts, all of which together
shall constitute one and the same agreement.


 


SECTION 3.7.   Headings.  The headings of the Articles and the sections
in this Supplemental Indenture are for convenience of reference only and shall
not be deemed to alter or affect the meaning or interpretation of any
provisions hereof.


 


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IN WITNESS WHEREOF, the parties hereto have
caused this Supplemental Indenture to be duly executed as of the date first
above written.


 


 


	
   

  	
  TASTE OF HOME MEDIA GROUP, LLC

  
	
   

  	
  as a Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William H. Magill

  
	
   

  	
   

  	
  Name: William H. Magill

  
	
   

  	
   

  	
  Title:  
  Vice President and Treasurer

  
	
   

  	
   

  
	
   

  	
         1 Reader’s
  Digest Road

  
	
   

  	
         Pleasantville,
  NY 10570

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WELLS FARGO BANK, NATIONAL 

  
	
   

  	
  ASSOCIATION, as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Martin Reed

  
	
   

  	
   

  	
  Name: Martin Reed

  
	
   

  	
   

  	
  Title:  
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WILMINGTON TRUST FSB, as 

  
	
   

  	
  Collateral Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Peter Finkel

  
	
   

  	
   

  	
  Name: Peter Finkel

  
	
   

  	
   

  	
  Title:  
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE READER’S DIGEST ASSOCIATION, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William H. Magill

  
	
   

  	
   

  	
  Name: William H. Magill

  
	
   

  	
   

  	
  Title:  
  Vice President and Treasurer

  



 


[SIGNATURE PAGE]

[SUPPLEMENTAL INDENTURE FOR ADDITIONAL GUARANTORS]


 

















 


	
   

  	
  RDA HOLDING CO.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William H. Magill

  
	
   

  	
   

  	
  Name: William H. Magill

  
	
   

  	
   

  	
  Title:  
  Vice President and Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EACH OF THE SUBSIDIARY GUARANTORS

  
	
   

  	
  LISTED ON EXHIBIT 1 HERETO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William H. Magill

  
	
   

  	
   

  	
  Name: William H. Magill

  
	
   

  	
   

  	
  Title:  
  Authorized Signatory

  



 


[SIGNATURE PAGE]

[SUPPLEMENTAL INDENTURE FOR ADDITIONAL GUARANTORS]


 

















 


EXHIBIT 1


 


Subsidiary Guarantors


 


Alex Inc.


Allrecipes.com, Inc.


Ardee Music Publishing, Inc.


Christmas Angel Productions, Inc.


Direct Entertainment Media Group, Inc.


Direct Holdings Americas Inc.


Direct Holdings Custom Publishing Inc.


Direct Holdings Customer Service, Inc.


Direct Holdings Education Inc.


Direct Holdings Libraries Inc.


Direct Holdings U.S. Corp.


Funk & Wagnalls Yearbook Corp.


Gareth Stevens, Inc.


Home Service Publications, Inc.


Pegasus Asia Investments, Inc.


Pegasus Investment, LLC


Pegasus Sales, Inc.


Pleasantville Music Publishing, Inc.


R.D. Manufacturing Corporation


RD Large Edition, Inc.


RD Publications, Inc.


RD Walking, Inc.


RDA Sub Co.


RDCL, Inc. (f/k/a CompassLearning, Inc.)


Reader’s Digest Children’s Publishing, Inc.


Reader’s Digest Consumer Services, Inc.


Reader’s Digest Entertainment, Inc.


Reader’s Digest Financial Services, Inc.


Reader’s Digest Latinoamerica S.A.


Reader’s Digest Sales and Services, Inc.


Reader’s Digest Sub Nine, Inc.


Reader’s Digest Young Families, Inc.


Reiman Manufacturing, LLC


Reiman Media Group, LLC


Retirement Living Publishing Company, Inc.


Saguaro Road Records, Inc.


Taste of Home Productions, Inc.


Travel Publications, Inc.


W.A. Publications,
LLC


WAPLA, LLC


 

















 


Weekly Reader Corporation


Weekly Reader Custom Publishing, Inc.


World Almanac Education Group, Inc.


World Wide Country Tours, Inc.


WRC Media Inc.