Exhibit 4.3


 


Form of Series B Note


 


[FORM OF FACE OF SERIES B NOTE]


 


[Depository Legend, if applicable]


[OID Legend, if applicable]


[Temporary Regulation S Legend, if
applicable]


 




	
  No. [      ]

  	
   

  	
  Principal Amount $[                      ]
  [as revised by the Schedule of Increases and Decreases in Global Note
  attached hereto](1) 

  CUSIP NO.                                         

  






 


THE READER’S DIGEST ASSOCIATION, INC.


 


Floating Rate Senior Secured Notes due
2017


 


The Reader’s Digest Association, Inc., a Delaware
corporation (the “Issuer”), promises to pay to [Cede & Co.],(1) or its
registered assigns, the principal sum of                               
Dollars, [as revised by the Schedule of Increases and Decreases in Global Note
attached hereto],(1) on February 15, 2017.


 


Interest Payment
Dates:  February 15, May 15, August 15
and November 15                  commencing on May 15, 2010


 


Record Dates:  February 1, May 1, August 1 and November 1


 


Additional provisions of this Note are set
forth on the other side of this Note.


 






(1)  Insert in Global Notes only


 

















 


IN WITNESS WHEREOF, the Issuer has caused this
instrument to be duly executed.


 


 


	
   

  	
  THE READER’S DIGEST ASSOCIATION, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 

















 


TRUSTEE’S CERTIFICATE OF

AUTHENTICATION


WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Trustee, certifies

that this is one of

the Notes referred

to in the Indenture.


 


	
  By:

  	
   

  	
   

  	
   

  
	
                  Authorized
  Officer

  	
  Date:

  	
   

  



 

















 


[FORM OF REVERSE SIDE OF NOTE]


THE READER’S DIGEST ASSOCIATION, INC.


 


Floating Rate Senior Secured Notes due
2017


 


Capitalized terms used herein and not defined
herein have the meanings ascribed thereto in the Indenture.


 


1.   Interest


 


The Reader’s Digest
Association, Inc., a Delaware corporation
(such corporation, and its successors and assigns under the Indenture
hereinafter referred to, being herein called the “Issuer”), promises to pay
interest on the principal amount of this Note at the rate per annum, reset
quarterly, equal to LIBOR (as defined below) (subject to a LIBOR floor of 3.0%)
plus 6.50%, as determined by the Calculation Agent, which shall initially be
the Trustee under the Indenture and will accrue from the most recent date to
which interest has been paid or, if no interest has been paid, from February
11, 2010.  The Issuer shall pay interest
on overdue principal at the rate specified herein, and it shall pay interest on
overdue installments of interest (including Additional Interest) at the same
rate to the extent lawful. Interest on the Notes will be computed on the basis of
a 360-day year based on the actual number of days elapsed.


 


The Issuer shall make each interest payment in
cash quarterly in arrears on February 15, May 15, August 15 and November 15 of
each year, commencing on May 15, 2010, or if any such day is not a Business
Day, on the next succeeding Business Day (each, an “Interest Payment Date”)
to Holders of record of Notes on the immediately preceding February 1, May 1,
August 1 and November 1.  LIBOR will be
determined with respect to an interest period on the second London Banking Day
preceding the first day of the interest period. 
The interest rate for each Interest Period (as defined below), other
than the Interest Period commencing February 11, 2010 and continuing until May
14, 2010, for which the interest rate shall be LIBOR plus 6.50% (subject to a
LIBOR floor of 3.0%), shall be adjusted with effect from the Interest Payment
Date on which such interest period begins.


 


The amount of interest for each day that the
Notes are outstanding (the “Daily Interest Amount”) will be calculated
by dividing the interest rate in effect for such day by 360 and multiplying the
result by the principal amount of the Notes outstanding.  The amount of interest to be paid on the
Notes for each Interest Period will be calculated by adding the Daily Interest
Amounts for each day in the Interest Period. 
All percentages resulting from any calculation of interest will be
rounded, if necessary, to the nearest one hundred-thousandth of a percentage
point, with five one-millionths of a percentage point being rounded upwards
(e.g., 9.876545% (or 0.09876545) being rounded to 9.87655% or (0.0987655)) and
all dollar amounts used in or resulting from such calculations will be rounded
to the nearest cent (with one-half cent being rounded upwards).


 


“Interest
Period” means the period commencing on and including an interest
payment date and ending on and including the day immediately preceding the 


 

















 


next succeeding interest payment date, with the
exception that the first Interest Period shall commence on and include February
11, 2010 and end on and include May 14, 2010.


 


“LIBOR”
with respect to an Interest Period, shall be the greater of (a) 3.0% or
(b) the interest rate determined by the Calculation Agent as follows: (1)
the arithmetic mean of the offered rates for deposits in U.S. dollars for
the three-month period that appear on “Reuters Page LIBOR 01” (or if such
page by its terms provides for a single rate, such single rate) at
approximately 11:00 a.m., London time, on the date that is the second London
Banking Day before the interest determination date.  “Reuters Page LIBOR 01” means the
display page designated as “LIBOR 01” on the Reuters service for the purpose of
displaying London interbank offered rates of major banks, or any successor page
on the Reuters service selected by the Issuer with the consent of the
Calculation Agent, or if the Issuer determines that no such successor service
exists on Reuters, an equivalent page on any successor service selected by the
Issuer with the consent of the Calculation Agent, (2) if a rate cannot be
determined under clause (1) above, the Calculation Agent shall determine
LIBOR on the basis of the rates at which deposits in U.S. dollars are
offered by four major banks in the London interbank market (selected by the
Calculation Agent after consulting with the Issuer) at approximately
11:00 a.m., London time, on the date that is the second London Banking Day
before the interest determination date to prime banks in the London interbank
market for a period of three months in principal amounts of at least
$1,000,000, which rates are representative for single transactions in such
market at such time. In such case, the Calculation Agent shall request the
principal London office of each such major bank to provide a quotation of that
rate.  If at least two such quotations
are provided, LIBOR for the applicable interest reset date will be the
arithmetic mean of the quotations. If fewer than two such quotations are
provided as requested, LIBOR for the applicable interest reset date shall be
the arithmetic mean of the rates quoted by three major banks in New York City,
New York (selected by the Calculation Agent after consulting with the Issuer)
at approximately 11:00 a.m. New York time, on the date that is the
second London Banking Day before the interest determination date for the
applicable interest reset date for loans in U.S. dollars to leading banks
for a period of three months commencing on such interest reset date and in a
principal amount equal to an amount not less than $1,000,000, which rates are
representative for single transactions in such market at such time.  If fewer than three quotations are provided
as requested, LIBOR for the following interest period shall be the same as the
rate determined for the then current interest period.


 


“London
Banking Day” means any day in which dealings in U.S. dollars
are transacted or, with respect to any future date, are expected to be
transacted in the London interbank market.


 


In no event shall the actual interest rate exceed
that permitted by New York law as the same may be modified by United States law
of general application.  The Calculation
Agent will, upon the request of any Holder, provide the interest rate then in
effect with respect to the Notes.  All
calculations made by the Calculation Agent in the absence of manifest error
will be conclusive for all purposes and binding on the Issuer, the Guarantors
and the Holders.


 

















 


2.   Method
of Payment


 


By no later than 10:00 a.m. (New York City
time) on the date on which any principal of, premium, if any, or interest on
any Note is due and payable, the Issuer shall deposit with the Paying Agent a
sum sufficient in immediately available funds to pay such principal, premium or
interest when due.  Interest on any Note
which is payable, and is timely paid or duly provided for, on any interest
payment date shall be paid to the Person in whose name such Note (or one or
more Predecessor Notes) is registered at the close of business on the preceding
February 1, May 1, August 1 and November 1 at the office or agency of the
Issuer maintained for such purpose pursuant to Section 2.3 of the
Indenture.  The principal of (and
premium, if any) and interest on the Notes shall be payable at the office or
agency of Paying Agent or Registrar designated by the Issuer maintained for
such purpose in the Borough of Manhattan, The
City  of  New  York
(which shall initially be the office of the Trustee maintained for such
purpose), or at such other office or agency of the Issuer as may be maintained
for such purpose pursuant to Section 2.3 of the Indenture; provided, however, that, at the option of
the Issuer, each installment of interest may be paid by (i) check mailed to
addresses of the Persons entitled thereto as such addresses shall appear on the
Notes Register or (ii) wire transfer to an account located in the United States
maintained by the payee, subject to the last sentence of this paragraph.
Payments in respect of Notes represented by a Global Note (including principal,
premium, if any, and interest) will be made by wire transfer of immediately
available funds to the accounts specified by The Depositary Trust Company or
any successor depository.  Payments in
respect of Notes represented by Definitive Notes (including principal, premium,
if any, and interest) held by a Holder of at least $1,000,000 aggregate
principal amount of Notes represented by Definitive Notes will be made by wire
transfer to a U.S. dollar account maintained by the payee with a bank in the
United States if such Holder elects payment by wire transfer by giving written
notice to the Trustee or the Paying Agent to such effect designating such
account no later than 15 days immediately preceding the relevant due date
for payment (or such other date as the Trustee may accept in its discretion).


 


3.   Paying
Agent and Registrar


 


The Issuer initially appoints Wells Fargo Bank,
National Association (the “Trustee”) as Registrar and Paying Agent for
the Notes.  The Issuer may change any
Registrar or Paying Agent without prior notice to the Holders.  The Issuer or any Guarantor may act as Paying
Agent, Registrar or transfer agent.


 


4.   Indenture


 


The Issuer issued the Notes under an Indenture
dated as of February 11, 2010 (as it may be amended or supplemented from time
to time in accordance with the terms thereof, the “Indenture”), among RD Escrow Corporation, the Issuer, RDA Holding Co. (“Holdings”), the subsidiary guarantors
party thereto (together with Holdings, the “Guarantors”), the Trustee
and Wilmington Trust FSB, as collateral agent (the “Collateral Agent”).  The terms of the Notes include those stated
in the Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939 (15 


 

















 


U.S.C.
§§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”).  The Notes are subject to all terms and
provisions of the Indenture, and Holders are referred to the Indenture and the
Act for a statement of those terms.


 


The Notes are senior secured obligations of the
Issuer.  The aggregate principal amount
of Notes that may be authenticated and delivered under the Indenture is
unlimited.  This Note is one of the
Floating Rate Senior Secured Notes, Series B, due 2017 referred to in the
Indenture.  The Notes include (i)
$525,000,000 principal amount of the Issuer’s Floating Rate Senior Secured
Notes, Series A, due 2017 issued under the Indenture on February 11, 2010 (the “Initial
Notes”), (ii) if and when issued, additional Floating Rate Senior Secured
Notes, Series A, due 2017 or Floating Rate Senior Secured Notes, Series B, due
2017 of the Issuer that may be issued from time to time under the Indenture
subsequent to February 11, 2010 (the “Additional Notes”) as provided in Section
2.1(a) of the Indenture and (iii) if and when issued, the Issuer’s
Floating Rate Senior Secured Notes, Series B, due 2017 that may be issued
from time to time under the Indenture in exchange for Initial Notes or
Additional Notes in an offer registered under the Securities Act as provided in
the Registration Rights Agreement (herein called “Exchange Notes”).  The Initial Notes, the Additional Notes and
the Exchange Notes shall be considered collectively as a single class for all
purposes of the Indenture and the Security Documents.  The Indenture imposes certain limitations on
the incurrence of indebtedness and issuance of disqualified stock and preferred
stock, the making of restricted payments, the sale of assets and subsidiary
stock, the incurrence of certain liens, the making of payments for consents,
the entering into of agreements that restrict distribution from restricted
subsidiaries and the consummation of mergers and consolidations.  The Indenture also imposes requirements with
respect to the provision of financial information and the provision of
guarantees of the Notes by certain subsidiaries.


 


5.   Guarantees
and Security


 


To guarantee the due and punctual payment of
the principal, premium, if any, and interest (including post-filing or
post-petition interest) on the Notes and all other amounts payable by the
Issuer under the Indenture, the Note and the Security Documents when and as the
same shall be due and payable, whether at maturity, by acceleration or
otherwise, according to the terms of the Notes and the Indenture, the
Guarantors have unconditionally guarantee (and future guarantors, together with
the Guarantors, will unconditionally Guarantee), jointly and severally, such
obligations on a senior secured basis pursuant to the terms of the Indenture.


 


The Notes are secured by first-priority Liens
and security interests, subject to Permitted Liens, in the Collateral on the
terms and conditions set forth in the Indenture and the Security
Documents.  The Collateral Agent holds
the Collateral in trust for the benefit of the holders of the Priority Payment
Lien Obligations and the Trustee and the Holders, in each case pursuant to the
Security Documents.  The Collateral will
also secure on a first-priority basis obligations under Priority Payment Lien
Obligations and Indebtedness and other Obligations permitted under the
Indenture to be secured on a first-priority lien basis.  Under the terms of the Security Documents,
the proceeds of any collection, sale, disposition or other realization of
Collateral received in connection with 


 

















 


the exercise of remedies (including
distributions of cash, securities or other property on account of the value of
the Collateral in a bankruptcy, insolvency, reorganization or similar
proceedings) shall be applied first to repay Priority Payment Lien Obligations.


 


Each Holder by accepting this Note consents and
agrees to the terms of the Security Documents as the same may be in effect or
may be amended from time to time in accordance with their terms and the
Indenture authorizes and directs the Collateral Agent to enter into the
Security Documents and to perform its obligations and exercise its rights
thereunder in accordance therewith.


 


6.   Redemption


 


At any time prior to February 15, 2013, the
Issuer may redeem all or a part of the Notes, upon not less than 30 nor more
than 60 days’ prior notice by first-class mail, postage prepaid, to the
registered address of each Holder of Notes or otherwise in accordance with the
procedures of DTC, at a redemption price equal to 100% of the principal amount
of Notes redeemed, plus the Applicable Premium (as defined below) as of, and
accrued and unpaid interest and Additional Interest, if any, to but excluding
the date of redemption (the “Redemption Date”), subject to the rights of
holders of the Notes on the relevant record date to receive interest due on the
relevant interest payment date.


 


Prior to February 15, 2013, the Issuer may, at its option, redeem up to
35% of the aggregate principal amount of Notes issued under the Indenture at a
redemption price equal to 100% of the aggregate principal amount thereof, plus
a premium equal to the interest rate per annum on the Notes applicable on the
date on which the notice of redemption is given, plus accrued and unpaid
interest and Additional Interest, thereon, if any, to but excluding the
Redemption Date, subject to the right of Holders of record of the Notes on the
relevant record date to receive interest due on the relevant interest payment
date, with the net proceeds of one or more Equity Offerings of the Issuer or
any direct or indirect parent of the Issuer to the extent such net proceeds are
contributed to the Issuer; provided that
at least 65% of the aggregate principal amount of Notes originally issued under
the Indenture remains outstanding immediately after the occurrence of each such
redemption; provided  further
that each such redemption occurs within 90 days of the date of closing of each
such Equity Offering. The Trustee shall select the Notes to be purchased in the
manner described under Sections 5.1 through 5.6 of the Indenture.


 


Except as set forth above, the Notes will not be redeemable at the Issuer’s
option prior to February 15, 2013.


 


On and after February 15, 2013 the Issuer may redeem the Notes, in whole
or in part, upon not less than 30 nor more than 60 days’ prior notice by first
class mail, postage prepaid, with a copy to the Trustee, to each Holder of
Notes to the address of such Holder appearing in the Notes Register at the
redemption prices (expressed as percentages of principal amount of the Notes to
be redeemed) set forth in the table below, plus accrued and unpaid interest
thereon and Additional Interest, if any, to but excluding the applicable
Redemption Date, subject to the right of Holders of record of the Notes on the
relevant record date to receive interest due on the relevant interest payment date,
if 


 

















 


redeemed during the
twelve-month period beginning on February 15, of each of the years indicated in
the table below:


 


	
  Period

  	
   

  	
  Percentage

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2013

  	
   

  	
  104.000

  	
  %

  
	
  2014

  	
   

  	
  103.000

  	
  %

  
	
  2015

  	
   

  	
  102.000

  	
  %

  
	
  2016 and thereafter

  	
   

  	
  100.000

  	
  %

  



 


Any redemption pursuant to this paragraph 7
shall be made pursuant to the provisions of Sections 5.1 through 5.6
of the Indenture.


 


“Applicable Premium” means, with respect
to a Note on any Redemption Date, the greater of: (1) 1.0% of the
principal amount of such Note; and (2) the excess of: (a) the present
value at such Redemption Date of (i) the redemption price of such
Note at February 15, 2013 (such redemption price being set forth in the
table above), plus (ii) all remaining required interest payments (calculated
assuming the then current applicable interest rate) due on such Note through
February 15, 2013 (excluding accrued but unpaid interest to the
Redemption Date), computed using a discount rate equal to the Treasury
Rate as of such Redemption Date plus 50 basis points; over(b) the
principal amount of such Note.


 


 “Treasury Rate” means, as of any
Redemption Date, the yield to maturity as of such redemption date of
United States Treasury securities with a constant maturity (as compiled and
published in the most recent Federal Reserve Statistical Release H.15
(519) that has become publicly available at least two Business Days prior
to the Redemption Date (or, if such Statistical Release is no longer
published, any publicly available source of similar market data)) most nearly
equal to the period from the redemption date to February 15, 2013; provided, however, that if the period from
the redemption date to February 15, 2013 is less than one year, the weekly
average yield on actually traded United States Treasury securities adjusted to
a constant maturity of one year will be used.


 


If for any fiscal year of the Issuer, commencing with the fiscal year
ending nearest December 31, 2010, the Issuer has Excess Cash Flow, the Issuer
will be required within 135 days after the end of such fiscal year to
consummate an offer to repurchase Notes (in integral multiples of $1,000 except
that no Note may be tendered in part if the remaining principal amount would be
less than $2,000) from Holders of the Notes and, at the Issuer’s option, from
the holders of any Pari Passu Payment Lien Obligations and Priority Payment
Lien Obligations containing provisions similar to those set forth in the
Indenture with respect to offers to purchase or redeem with the Excess Cash
Flow (an “Excess Cash Flow Offer”), which offer shall be in an aggregate
amount equal to the excess of (i) the Notes First Lien Percentage (determined
as of the last day of such fiscal year) of 50% of Excess Cash Flow for such
fiscal year over (ii) (x) the aggregate principal amount of Notes optionally
redeemed or optionally repurchased (in open market transactions, by tender
offer or otherwise but excluding, for the avoidance of doubt,


 














 


Notes purchased
pursuant to an Excess Cash Flow Offer, Collateral Disposition Offer or Asset
Sale Offer by the Issuer during such fiscal year) or, if lesser, (y) the
aggregate purchase or redemption price paid by the Issuer for all such
redemptions and repurchases referred to in subclause (x) above during such
fiscal year (the “Excess Cash Flow Offer Amount”), on a pro rata basis
according to principal amount but subject to such rounding as may be determined
by the Trustee to ensure Notes are purchased in the denominations provided
above, at a purchase price in cash equal to 100% of the principal amount of the
Notes, plus accrued and unpaid interest, if any, to, but excluding, the date of
purchase (subject to the right of Holders of record on the relevant record date
to receive interest due on the relevant interest payment date), in accordance
with the procedures (including prorating in the event of oversubscription) set
forth in Sections 5.1 through 5.6 of the Indenture.


 


Notwithstanding the foregoing, the Issuer will not be required (but may
elect to do so) to make an Excess Cash Flow Offer in accordance with the Indenture unless the Excess Cash Flow Offer Amount
with respect to the applicable period in respect of which such Excess Cash Flow
Offer is to be made exceeds $10.0 million (with lesser amounts in excess
of $1.0 million being carried forward for the purposes of determining
whether the $10.0 million threshold has been met for any future period).


 


Except as set forth in paragraph 5 above, the
Issuer is not required to make mandatory redemption or sinking fund payments
with respect to the Notes.


 


7.   Repurchase
Provisions


 


If a Change of Control occurs, each Holder will
have the right to require the Issuer to repurchase from each Holder all or any
part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of
such Holder’s Notes at a purchase price in cash equal to 101% of the aggregate
principal amount thereof plus accrued and unpaid interest, if any, to but
excluding the date of purchase, subject to the right of Holders of record on
the relevant record date to receive interest due on the relevant interest
payment date as provided in, and subject to the terms of, the Indenture.


 


8.   Denominations;
Transfer; Exchange


 


The Notes shall be issuable only in fully registered form, without
coupons, and only in denominations of principal amount of $2,000 and any
integral multiple of $1,000 in excess thereof. 
A Holder may transfer or exchange Notes in accordance with the
Indenture.  The Registrar may require a Holder, among other things, to
furnish appropriate endorsements or transfer documents and to pay a sum
sufficient to cover any tax and fees required by law or permitted by the
Indenture.  The Registrar need not
register the transfer of or exchange of any Note (A) for a period beginning
(1) 15 days before the mailing of a notice of an offer to repurchase
or redeem Notes and ending at the close of business on the day of such mailing
or (2) 15 days before an interest payment date and ending on such
interest payment date or (B) called for redemption, except the unredeemed
portion of any Note being redeemed in part.


 

















 


9.   Persons
Deemed Owners


 


The registered Holder of this Note may be treated as the owner of it for
all purposes.


 


10.   Unclaimed
Money


 


If money for the payment of principal, premium,
if any, or interest remains unclaimed for two years, the Trustee or Paying
Agent shall pay the money back to the Issuer at its request unless an abandoned
property law designates another Person. 
After any such payment, Holders entitled to the money must look only to
the Issuer for payment as general creditors unless an abandoned property law
designates another person and not to the Trustee for payment.


 


11.   Defeasance


 


Subject to certain exceptions and conditions
set forth in the Indenture, the Issuer at any time may terminate some or all of
its obligations under the Notes, the Indenture and the Security
Documents if the Issuer deposits with the Trustee money or U.S. Government
Securities for the payment of principal, premium, if any, and interest on the
Notes to redemption or maturity, as the case may be.


 


12.   Amendment,
Supplement, Waiver


 


Subject to certain exceptions contained in the Indenture, the Indenture,
the Security Documents and the Notes may be amended, or default may be waived,
with the consent of the Holders of a majority in principal amount of the
outstanding Notes.  Without notice to or
the consent of any Holder, the Issuer, the Guarantors, the Trustee and the
Collateral Agent may amend or supplement the Indenture, the Security Documents
and the Notes as provided in the Indenture. 
Without the consent of the Holders of at least 75% in principal amount
of Notes then outstanding, no amendment, supplement or waiver may modify any
Security Document or the provisions in this Indenture dealing with Security
Documents or application of trust moneys in any manner, taken as a whole,
materially adverse to the Holders or otherwise release any Collateral other
than in accordance with this Indenture and the Security Documents.


 


13.   Defaults
and Remedies


 


If an Event of Default (other than an Event of Default relating to
certain events of bankruptcy, insolvency or reorganization of the Issuer or
certain Restricted Subsidiaries) occurs and is continuing, the Trustee by
notice to the Issuer, or the Holders of at least 25% in principal amount of the
outstanding Notes by notice to the Issuer and the Trustee, may, and the Trustee
at the request of such Holders shall, declare the principal of, premium, if
any, and accrued and unpaid interest (including Additional Interest), if any,
and any other monetary obligations on all the Notes to be due and payable.  Upon such a declaration, such principal,
premium and accrued and unpaid interest (including Additional Interest) and any
other monetary obligations shall be due and payable immediately.  If a bankruptcy, insolvency or reorganization
of the Issuer or 


 

















 


certain Restricted
Subsidiaries occurs and is continuing, the principal of, premium, if any, and
accrued and unpaid interest (including Additional Interest) and any other
monetary obligations on all the Notes will become and be immediately due and
payable without any declaration or other act on the part of the Trustee or any
Holders.  Under certain circumstances,
the Holders of a majority in principal amount of the outstanding Notes may
rescind any such acceleration with respect to the Notes and its consequences.


 


14.   Trustee
Dealings with the Issuer


 


Subject to certain limitations set forth in the
Indenture, The Trustee in its individual or any other capacity may become the
owner or pledgee of Notes and may otherwise deal with the Issuer, Guarantors or
their Affiliates with the same rights it would have if it were not Trustee.


 


15.   No
Recourse Against Others


 


An incorporator, director, officer, employee or
stockholder of the Issuer or any Guarantor or any of their parent entities
(other than the Issuer and the Guarantors), solely by reason of this status,
shall not have any liability for any obligations of the Issuer or any Guarantor
under the Notes, the Indenture, the Security Documents or the Junior Lien
Intercreditor Agreement or for any claim based on, in respect of or by reason
of such obligations or their creation. 
By accepting a Note, each Holder waives and releases all such
liability.  The waiver and release are a
part of the consideration for the issuance of the Notes.


 


16.   Authentication


 


This Note shall not be valid until an
authorized officer of the Trustee (or an authenticating agent acting on its
behalf) manually signs the certificate of authentication on the other side of
this Note.


 


17.   Abbreviations


 


Customary abbreviations may be used in the name
of a Holder or an assignee, such as TEN COM (= tenants in common), TEN ENT (=
tenants by the entirety), JT TEN (= joint tenants with rights of survivorship
and not as tenants in common), CUST (= custodian) and U/G/M/A (= Uniform Gift
to Minors Act).


 


18.   CUSIP,
Common Code and ISIN Numbers


 


The Issuer has caused CUSIP, Common Code and
ISIN numbers, if applicable, to be printed on the Notes and has directed the
Trustee to use CUSIP, Common Code and ISIN numbers, if applicable, in notices
of redemption or purchase as a convenience to Holders.  No representation is made as to the accuracy
of such numbers either as printed on the Notes or as contained in any notice of
redemption or purchase and reliance may be placed only on the other
identification numbers placed thereon.


 

















 


19.   Governing
Law


 


This Note shall be governed by, and construed
in accordance with, the laws of the State of New York.


 


The Issuer will furnish to any Holder upon
written request and without charge to the Holder a copy of the Indenture.  Requests may be made to:


 


The Reader’s Digest Association, Inc.


 


Reader’s Digest Road


Pleasantville, New York 10570


Attention: Chief Financial Officer


 


 


ASSIGNMENT FORM


 


To assign this Note, fill in the form below:


 


I or we assign and transfer this Note to:




 





(Print or type assignee’s name, address
and zip code)




 


 





(Insert assignee’s social security or
tax I.D. No.)


 


and irrevocably appoint                   
agent to transfer this Note on the books of the Issuer.  The agent may substitute another to act for
him.




 


 





 


	
  Date:

  	
   

  	
   

  	
  Your Signature

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  



 


Signature Guarantee:


 


	
   

  	
   

  
	
  (Signature must be guaranteed)

  	
   

  





 


 





Sign exactly as your name appears on the other
side of this Note.


 


The signature(s) should be guaranteed by an
eligible guarantor institution (banks, stockbrokers, savings and loan
associations and credit unions with membership in an approved signature
guarantee medallion program), pursuant to S.E.C. Rule 17Ad-15.


 

















 


[TO BE ATTACHED TO GLOBAL NOTES]


 


SCHEDULE OF INCREASES OR DECREASES IN
GLOBAL NOTES


 


The following increases or decreases in this
Global Note have been made:


 


	
  Date of

  Exchange

  	
   

  	
  Amount of decrease in Principal

  Amount of this Global Note

  	
   

  	
  Amount of increase in Principal

  Amount of this Global Note

  	
   

  	
  Principal Amount of this Global

  Note following such decrease or

  increase

  	
   

  	
  Signature of authorized

  signatory of Trustee or Notes

  Custodian

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


OPTION OF HOLDER TO ELECT PURCHASE


 


If you elect to have this Note purchased by the
Issuer pursuant to Section 3.5, 3.10 or 5.9 of the Indenture, check either
box:


 


	
   

  	
   ̈

  	
   ̈

  	
   ̈

  	
   

  
	
   

  	
  3.5

  	
  3.10

  	
  5.9

  	
   

  



 


If you want to elect to have only part of this
Note purchased by the Issuer pursuant to Section 3.5, 3.10 or 5.9 of the
Indenture, state the amount in principal amount (must be in denominations of
$2,000 or an integral multiple of $1,000 in excess thereof):  $                                         
and specify the denomination or denominations (which shall not be less than the
minimum authorized denomination) of the Notes to be issued to the Holder for
the portion of the within Note not being repurchased (in the absence of any
such specification, one such Note will be issued for the portion not being
repurchased):                           
..


 


	
  Date:

  	
   

  	
   

  	
  Your Signature

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  (Sign exactly as your name appears on the other side of the
  Note)

  
	
   

  	
   

  



 


Signature Guarantee:


 


	
   

  	
   

  
	
  (Signature must be guaranteed)

  	
   

  



 


The signature(s) should be guaranteed by an
eligible guarantor institution (banks, stockbrokers, savings and loan
associations and credit unions with membership in an approved signature
guarantee medallion program), pursuant to S.E.C. Rule 17Ad-15.