Exhibit
10.10


 


EXECUTION VERSION


 


 


STOCKHOLDERS AGREEMENT


 


 


dated as of February 19, 2010


 


 


among


 


 


RDA HOLDING CO.


 


 


and


 


 


THE HOLDERS NAMED HEREIN OR BOUND HEREBY


 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  
	
  SECTION 1. DEFINITIONS

  	
  1

  
	
   

  	
   

  
	
  1.1

  	
  Defined Terms

  	
  1

  
	
  1.2

  	
  Other Definitional Provisions; Interpretation

  	
  6

  
	
   

  	
   

  	
   

  
	
  SECTION 2. CORPORATE GOVERNANCE

  	
  6

  
	
   

  	
   

  
	
  2.1

  	
  Board of Directors

  	
  6

  
	
  2.2

  	
  Certificate of Incorporation and By-Laws

  	
  7

  
	
  2.3

  	
  Election of Common Stock

  	
  7

  
	
  2.4

  	
  Conversion of Common Stock

  	
  8

  
	
  2.5

  	
  Limited Voting Common Stock

  	
  9

  
	
   

  	
   

  	
   

  
	
  SECTION 3. INFORMATION
  REQUIREMENTS

  	
  9

  
	
   

  	
   

  
	
  3.1

  	
  Financial Reports

  	
  9

  
	
  3.2

  	
  Annual Budgets

  	
  10

  
	
  3.3

  	
  Access; Updated Calls; Annual Meeting

  	
  10

  
	
  3.4

  	
  Confidentiality

  	
  11

  
	
  3.5

  	
  Environmental Reports

  	
  12

  
	
   

  	
   

  	
   

  
	
  SECTION 4. TRANSFERS AND
  ISSUANCES

  	
  12

  
	
   

  	
   

  
	
  4.1

  	
  Limitations on Transfer

  	
  12

  
	
  4.2

  	
  Transfers to Affiliates

  	
  13

  
	
  4.3

  	
  Effect of Void Transfers

  	
  13

  
	
  4.4

  	
  Legend on Securities

  	
  13

  
	
  4.5

  	
  Tag-Along Rights

  	
  15

  
	
  4.6

  	
  Drag-Along Rights

  	
  17

  
	
  4.7

  	
  Participation Rights

  	
  19

  
	
   

  	
   

  	
   

  
	
  SECTION 5. MISCELLANEOUS

  	
  21

  
	
   

  	
   

  
	
  5.1

  	
  Additional Securities Subject to Agreement

  	
  21

  
	
  5.2

  	
  Termination

  	
  21

  
	
  5.3

  	
  Injunctive Relief

  	
  21

  
	
  5.4

  	
  Other Stockholders Agreements

  	
  21

  



 


i

















 


	
  5.5

  	
  Amendments

  	
  21

  
	
  5.6

  	
  Successors, Assigns and Transferees

  	
  22

  
	
  5.7

  	
  Notices

  	
  22

  
	
  5.8

  	
  Integration

  	
  22

  
	
  5.9

  	
  Severability

  	
  23

  
	
  5.10

  	
  Counterparts

  	
  23

  
	
  5.11

  	
  Governing Law, Etc.

  	
  23

  
	
  5.12

  	
  Management Stockholders

  	
  23

  
	
  5.13

  	
  Director Stockholders

  	
  23

  
	
  5.14

  	
  Lender Relationship

  	
  24

  



 


ii

















 


This STOCKHOLDERS AGREEMENT,
dated as of February 19, 2010, is entered into by and among RDA Holding Co.
(the “Company”), the creditors of the Company identified on Schedule A
hereto (the “Creditor Stockholders”), the Management Stockholders (as
defined below), the Director Stockholders (as defined below), any other
stockholder that may become a party to this Agreement after the date hereof and
pursuant to the terms hereof (collectively with the Creditor Stockholders, the
Management Stockholders and the Director Stockholders, the “Stockholders”)
and the Warrantholders (as defined below).


 


W  I  T  N  E  S  S  E  T  H:


 


WHEREAS,
the Company, the Stockholders and the Warrantholders are entering into this
Agreement pursuant to the terms of the Plan (as defined below) to set forth
certain agreements with respect to the Company and its Subsidiaries and their
respective ownership of Common Stock (as defined below) issued pursuant to the
Plan.


 


NOW,
THEREFORE, in consideration of the mutual covenants and agreements herein
contained, the parties hereto agree as follows:


 


SECTION
1.   DEFINITIONS


 


1.1  Defined Terms.


 


As
used in this Agreement, terms defined in the preamble shall have their
respective assigned meanings, and the following capitalized terms shall have
the meanings ascribed to them below:


 


“Accredited Investor” shall mean an “Accredited Investor,” as
such term is defined in Regulation D promulgated under the Securities Act, or
any successor rule then in effect.


 


“Affiliate” (a) shall mean, with respect to any Person, any
Person that directly or indirectly controls, is controlled by or is under
common control with, such Person or any Immediate Family Member of such Person;
and (b) shall also include, with respect to any Person who is an individual, a
trust, the beneficiaries of which, or a corporation or partnership, the
stockholders or partners of which, include only such individual and/or such
individual’s Immediate Family Members. 
For purposes of this definition, the term “control” (including the
correlative terms “controlling”, “controlled by” and “under common control with”)
means the possession, directly or indirectly, of the power to direct or cause
the direction of the management and policies of a Person, whether through the
ownership of voting securities, by contract or otherwise.


 


“Agreement” shall mean this Stockholders
Agreement, as the same may be amended, supplemented or otherwise modified from
time to time.


 


“beneficially own” shall have the meaning set forth in Rule 13d-3
under the Exchange Act.


 


“Board” shall have the meaning set forth in Section 2.1(a).


 

















 


“Business Day” shall mean a day other than a Saturday, Sunday,
federal or New York State holiday or other day on which commercial banks in New
York City are authorized or required by law to close.


 


“Change of Control” shall mean the occurrence of (a) any
consolidation or merger of the Company with or into any other entity, or any
other corporate reorganization or transaction (including the acquisition of
capital stock of the Company), whether or not the Company is a party thereto, in
which the stockholders of the Company immediately prior to such consolidation,
merger, reorganization or other transaction, own capital stock either (i) representing
directly, or indirectly through one or more entities, less than 50% of the
economic interests in or voting power of the Company or other surviving entity
immediately after such consolidation, merger, reorganization or other
transaction or (ii) does not directly, or indirectly through one or more
entities, have the power to elect a majority of the entire board of the
directors of the Company or other surviving entity immediately after such
consolidation, merger, reorganization or other transaction, or (b) any
transaction or series of related transactions, whether or not the Company is a
party thereto, after giving effect to which in excess of 50% of the Company’s
voting power is owned by any Person or “group” (as such term is used in Rule 13d-5
under the Exchange Act) (excluding the group created by this Agreement); provided
that any consolidation or merger effected exclusively to change the domicile of
the Company or to form a holding company in which the stockholders of the
Company immediately prior to such consolidation or merger own capital stock
representing economic interests and voting power with respect to such
redomiciled entity or holding company in substantially the same proportions as
their ownership of capital stock of the Company shall be excluded from clauses (a)
and (b) above.


 


“Common Stock” shall mean the collective reference to Voting
Common Stock and Limited Voting Common Stock.


 


“Common Stock Equivalents” shall mean any warrants, rights,
options or other securities exchangeable or exercisable for, or convertible
into, Common Stock, including the Warrants.


 


“Company” shall have the meaning set forth in the preamble
hereto.


 


“Company Competitor” shall mean any Person that is engaged
directly or indirectly in the publishing or the direct marketing industry or
any other business that competes with a material line of the business of the
Company or its Subsidiaries.  Whether a
Person is a Company Competitor shall be determined by the Board, acting in good
faith.


 


“Conversion Request” shall have the meaning set forth in Section
2.4(a).


 


“Creditor Stockholders” shall have the meaning set forth in the
preamble.


 


“DGCL” shall have the meaning set forth in Section 5.11.


 


“Director” and “Directors” shall have the meanings set
forth in Section 2.1(a).


 


2

















 


“Director Stockholder” shall mean Directors who hold Equity
Interests and are not employees of the Company or its Subsidiaries.


 


“Drag-Along Notice” shall have the meaning set forth in Section 4.6(a).


 


“Drag-Along Transaction” shall have the meaning set forth in Section
4.6(a).


 


“Effective Date” shall mean the effective date of the Plan
pursuant to the terms thereof.


 


“EHS” shall have the meaning set forth in Section 3.5(a).


 


“Eligible Stockholder” shall mean each Stockholder (other than
Management Stockholders and Director Stockholders); provided that such
Stockholder and its Affiliates beneficially own an aggregate number of shares
of Common Stock representing at least one percent (1%) of the then outstanding
shares of Common Stock.


 


“Equity Interests” shall mean Common Stock, Common Stock Equivalents
or any other equity securities of the Company, or securities exchangeable or
exercisable for, or convertible into, such other equity securities of the
Company.


 


“Exchange Act” shall mean the Securities Exchange Act of 1934,
as amended, and the rules and regulations promulgated thereunder, as the same
may be amended from time to time.


 


“Governmental Authority” shall mean any government, any state or
other political subdivision thereof, and any entity exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining
to government.


 


“Immediate Family Member” shall mean, with respect to any
Person, a spouse, parent, child, grandchild or sibling of such Person.


 


“Independent Directors” shall have the meaning set forth in Section
2.1(b)(ii).


 


“Issuance” shall have the meaning set forth in Section 4.7(a).


 


“Limited Voting Common Stock” shall mean the class B common
stock, par value $0.001 per share, of the Company.


 


“Limited Voting Stockholder” shall
mean any holder of shares of Limited Voting Common Stock; provided, however,
that any reference to a Limited Voting Stockholder shall be made exclusively
with respect to the shares of Limited Voting Common Stock held by such Person.


 


“Majority Stockholders” shall have the meaning set forth in Section
2.1(d).


 


“Management Director” shall have the meaning set forth in Section
2.1(b)(i).


 


3

















 


“Management Stockholders” shall mean
employees (and their Affiliates) or former employees (and their Affiliates) of
the Company or its Subsidiaries who hold Equity Interests.


 


“Other Agreements” shall have the meaning set forth in Section 5.8.


 


“Other Capital Stock” shall have the meaning set forth in Section
4.7(a)(ii).


 


“Other Capital Stock Equivalents” shall have the meaning set
forth in Section 4.7(a)(ii).


 


“Permitted Transferee” shall mean any Person to whom a
Stockholder (including any Person who becomes a “Stockholder” in accordance
with Section 5.6 and the other terms of this Agreement) Transfers Equity
Interests in accordance with the terms of this Agreement.


 


“Person” shall mean any individual, corporation, partnership,
limited liability company, trust, joint stock company, business trust,
unincorporated association, joint venture, Governmental Authority or other
entity of any nature whatsoever.


 


“Plan” shall mean the Plan of Reorganization confirmed by order
dated January 19, 2010 of the United States Bankruptcy Court for the Southern
District of New York in the chapter 11 case commenced by the Company and
certain of its Subsidiaries.


 


“Prepetition Credit Agreement” shall mean that certain Credit
Agreement dated as of March 2, 2007 among The Reader’s Digest Association, Inc.,
certain of its Subsidiaries, JPMorgan Chase Bank, N.A., in its capacity as
administrative agent and collateral agent and the Prepetition Lenders party
thereto, as amended, supplemented or otherwise modified.


 


“Prepetition Lenders” shall mean those
lenders party to the Prepetition Credit Agreement from time to time and their
Affiliates holding Swap Claims.


 


“Pro Rata Share” shall have the meaning set
forth in Section 4.5(a).


 


“Public Offering” shall mean a public offering and sale of
Voting Common Stock pursuant to an effective registration statement under the
Securities Act.


 


“Purchasing Holder” shall have the meaning set forth in Section 4.7(d).


 


“Registration Rights Agreement” shall mean that certain
Registration Rights Agreement dated as of the date hereof among the Company and
the holders named therein.


 


“Right” shall have the meaning set forth in Section 4.7(a).


 


“SEC” shall mean the U.S. Securities and Exchange Commission.


 


4

















 


“Securities Act” shall mean the Securities Act of 1933, as
amended, and the rules and regulations promulgated thereunder, as the same may
be amended from time to time.


 


“Selling Stockholder(s)” shall have the meaning set forth in Section
4.6(a).


 


“Sharing Percentage” means, with respect to each holder of
Common Stock (or group of holders of Common Stock), the fraction (expressed as
a percentage), the numerator of which is the number of shares of Common Stock
owned by such holder and the denominator of which is the sum of the total
number of shares of Common Stock owned by all holders (or the relevant holders
if the calculation is made with respect to a specified group of holders).


 


“Stockholders” shall have the meaning set forth in the preamble
hereto.


 


“Subsidiary” shall mean, with respect to any Person, any
corporation, limited liability company, partnership, association or other
business entity of which fifty percent (50%) or more of the total voting power
of shares of capital stock entitled (without regard to the occurrence of any
contingency) to vote generally in the election of directors, managers or
trustees thereof, or fifty percent (50%) or more of the equity interest
therein, is at the time owned or controlled, directly or indirectly, by any
Person or one or more of the other Subsidiaries of such Person or a combination
thereof.


 


“Swap Claims” shall mean those secured Claims (as defined in the
Plan) arising from hedging arrangements under, or in connection with, the
Prepetition Credit Agreement with certain of the Prepetition Lenders or their
Affiliates.


 


“Tagging Stockholder” shall have the meaning set forth in Section
4.5(a).


 


“Third Party” shall have the meaning set forth in Section 4.6(a).


 


“Transfer” shall mean any direct or indirect transfer, sale,
offer, assignment, exchange, distribution, mortgage, pledge, hypothecation or
other disposition. “Transferor” and “Transferee” have correlative
meanings.


 


“Transferring Stockholder” shall have the meaning set forth in Section
4.5(a).


 


“Voting Common Stock” shall mean the class A common stock, par
value $0.001 per share, of the Company.


 


“Warrant Agreement” means the Warrant Agreement, dated as of the
date hereof, between the Company and American Stock Transfer & Trust
Company, LLC, as warrant agent.


 


“Warrantholders” shall mean the holders of the Warrants.


 


“Warrants” means warrants, issued pursuant to the Plan and
governed by the Warrant Agreement, that are exercisable for Voting Common
Stock.


 


5

















 


1.2  Other Definitional Provisions;
Interpretation.


 


(a)           The words “hereof”, “herein”,
and “hereunder” and words of similar import when used in this Agreement shall
refer to this Agreement as a whole and not to any particular provision of this
Agreement, and Section, Subsection and Schedule references are to this
Agreement unless otherwise specified.


 


(b)           The headings in this
Agreement are included for convenience of reference only and shall not limit or
otherwise affect the meaning or interpretation of this Agreement.


 


(c)           The meanings given
to terms defined herein shall be equally applicable to both the singular and
plural forms of such terms.


 


(d)           The words “including”
and “include” and other words of similar import shall be deemed to be followed
by the phrase “without limitation”.


 


(e)           References to
agreements and other documents shall be deemed to include all subsequent
amendments and other modifications thereto.


 


(f)            References to
statutes shall include all regulations promulgated thereunder and references to
statutes or regulations shall be construed as including all statutory and
regulatory provisions consolidating, amending or replacing the statute or
regulation.


 


(g)           Except as otherwise
set forth herein, schedules to this Agreement are a material part hereof and
shall be treated as if fully incorporated into the body of the Agreement and
shall be included in the definition of “Agreement”.


 


(h)           Whenever this
Agreement refers to a number of days, such number shall refer to calendar days
unless Business Days are specified and shall be counted from the day
immediately following the date from which such number of days are to be
counted.


 


SECTION
2.   CORPORATE GOVERNANCE


 


2.1  Board of Directors.


 


(a)           The parties agree to
cause the Board of Directors of the Company (the “Board”) initially to
consist of eight (8) directors (individually, a “Director” and, collectively,
the “Directors”), subject to future increase or decrease in accordance
with this Agreement and the Company’s by-laws, and it is hereby agreed that the
initial Directors are Mary G. Berner, James B. Hawkes, Norman S. Matthews,
Karen R. Osar, Frederic G. Reynolds, Donald Steiner, Peter Stern and Carl
Wilson.


 


(b)           Each Stockholder
agrees that such Stockholder will vote all of the Voting Common Stock
beneficially owned or held of record by such Stockholder so as to elect and,
subject to Section 2.1(d) below, to continue in office:


 


(i)            the Chief Executive Officer of the
Company (the “Management Director”); and


 


6

















 


(ii)           seven (7) Directors who will be
subject to the reasonable approval of the steering committee of the Prepetition
Lenders and identified in a notice filed with the bankruptcy court by the
Company pursuant to Section 1129(a)(5) of the Bankruptcy Code prior to the
confirmation hearing on the Plan (the “Independent Directors”).  The Independent Directors (A) shall not (x) be
employees or consultants of the Company or any Subsidiary of the Company or
have been employees or consultants of the Company or any Subsidiary of the
Company during the three (3) year period preceding their becoming members of
the Board or (y) employees of any Prepetition Lender or any Permitted
Transferee thereof and (B) shall have the qualifications necessary, with
respect to experience and educational background, to serve as Directors of the
Company.


 


(c)           The Company agrees
to include the Management Director and the Independent Directors as the slate
of nominees recommended by the Board to the stockholders of the Company and to
use its best efforts to cause the election of each such nominee to the Board.


 


(d)           If any of the Independent
Directors ceases to serve as a member of the Board (whether by reason of death,
resignation, removal or otherwise), the holders of a majority of the
outstanding shares of Voting Common Stock (the “Majority Stockholders”)
shall be entitled to designate a successor Director to fill the vacancy created
thereby, provided that such successor Director shall meet the requirements set
forth in clauses (A) and (B) of Section 2.1(b)(ii).  In addition, the size of the Board shall not
be increased unless such increase is approved by the Majority Stockholders and
no person shall fill any newly created directorship resulting from any such
increase unless such person shall have been approved by the Majority
Stockholders and such person shall meet the requirements set forth in clauses (A)
and (B) of Section 2.1(b)(ii).  Each
Stockholder agrees that such Stockholder will vote all of the Voting Common
Stock beneficially owned or held of record by such Stockholder so as to elect
any such successor Director.


 


(e)           The parties agree
that any Independent Director may be removed, with or without cause, by the
Majority Stockholders.


 


(f)            The initial
Chairman of the Board shall be selected among the Independent Directors by the
steering committee of the Prepetition Lenders and identified in a notice filed
with the bankruptcy court by the Company pursuant to Section 1129(a)(5) of the
Bankruptcy Code prior to the confirmation hearing on the Plan.  Thereafter, the Chairman of the Board shall
be selected by a majority of the Independent Directors.


 


2.2  Certificate of Incorporation and By-Laws.  The Company and the Stockholders shall take
or cause to be taken all lawful action necessary to ensure at all times that
the certificates of incorporation and by-laws (or equivalent governing
documents) of the Company and its Subsidiaries, as the same may be amended from
time to time in accordance with the terms hereof and thereof, are not, at any
time, inconsistent with the provisions of this Agreement.


 


2.3  Election of Common Stock.  Upon the written request of any intended
recipient of Common Stock prior to the Effective Date, on the Effective Date,
the Company shall 


 


7

















 


issue a number of shares of
Limited Voting Common Stock to such recipient equal to, and in lieu of, the
number of shares of Voting Common Stock that would have been issued to such
recipient on the Effective Date.  Limited
Voting Common Stock shall have the same economic rights as Voting Common
Stock.  After the Effective Date, Limited
Voting Common Stock shall be convertible into Voting Common Stock (and vice
versa) at the request of the holder thereof in accordance with Section 2.4,
which request shall be made at the sole and absolute discretion of such holder
and shall not be subject to any rights of consent or approval of any other
Person, including the Company.  For the
avoidance of doubt, Limited Voting Common Stock and Voting Common Stock shall
receive identical consideration in a Change of Control transaction.


 


2.4  Conversion of Common Stock.


 


(a)           At any time and from
time to time, any Stockholder may convert all or any of its shares of Limited
Voting Common Stock into an identical number of shares of Voting Common Stock
(and vice versa) by delivering to the Company (a) written notice of its desire
for such conversion and (b) if certificated, the certificate or certificates
representing the Limited Voting Common Stock (or Voting Common Stock, as the
case may be) to be converted (a “Conversion Request”).  Except as otherwise provided herein, each
conversion shall be deemed to have been effected as of the close of business on
the date the Company receives a Conversion Request.  If a conversion of Common Stock is to be made
in connection with a Public Offering, a Change of Control (including a
Drag-Along Transaction) or any other transaction affecting the Company, the
conversion may, at the election of the Stockholder, be conditioned upon the
consummation of such transaction, in which case such conversion shall not be
deemed to be effective until such transaction has been consummated.


 


(b)           As soon as possible
after a conversion has been effected (but in any event within five (5) Business
Days after the Company receives a Conversion Request), and only if Common Stock
is certificated, the Company shall deliver to the converting Stockholder, at
such Stockholder’s request:


 


(i)            a certificate representing the
number of shares of Voting Common Stock or Limited Voting Common Stock, as the
case may be, issuable by reason of such conversion; and


 


(ii)           a certificate representing the
remaining number of shares of Voting Common Stock or Limited Voting Common
Stock, as the case may be, if the converting Stockholder elected to convert
less than all of such Stockholder’s Voting Common Stock or Limited Voting
Common Stock, as the case may be.


 


(c)           In connection with
the issuance of any shares of Voting Common Stock upon conversion of Limited
Voting Common Stock (or Limited Voting Common Stock upon conversion of Voting
Common Stock), the Company shall take all such actions as are necessary in
order to ensure that the Common Stock issuable upon such conversion shall be
duly and validly issued, fully paid and nonassessable, free and clear of all
taxes, liens, charges and encumbrances with respect to the issuance thereof
other than restrictions of applicable securities laws or contained in this
Agreement or the Registration Rights Agreement.


 


8






 










 


(d)           For the purpose of
enabling the Company to satisfy any obligation to issue Voting Common Stock
upon the conversion of Limited Voting Common Stock, the Company agrees to
reserve and keep available at all times out of its aggregate authorized but
unissued or treasury shares of Voting Common Stock the number of shares of
Voting Common Stock issuable upon the conversion of all outstanding shares of
Limited Voting Common Stock.


 


2.5  Limited Voting Common Stock.  Unless otherwise expressly set forth herein,
no Limited Voting Stockholder shall be entitled to vote any shares of Limited
Voting Common Stock with respect to any matters submitted to a vote of the
Stockholders.  Notwithstanding the
foregoing, if and only if any of the following actions are submitted to a vote
of the Stockholders, each share of Limited Voting Common Stock shall be
entitled to vote with the Voting Common Stock, with each share of Common Stock
having one vote and voting together as a single class:


 


(a)           the retention or
dismissal of outside auditors of the Company or any of its Subsidiaries;


 


(b)           any distributions to
Stockholders in respect of their Common Stock or Common Stock Equivalents, or
other distributions made in accordance with the terms of this Agreement;


 


(c)           any recapitalization,
merger, business combination, consolidation, disposal of assets, exchange or
other similar reorganization involving the Company or any of its Subsidiaries;


 


(d)           any amendment to the
certificate of incorporation or by-laws of the Company;


 


(e)           other than in
connection with the (x) issuance of shares of Common Stock upon the exercise of
the Warrants or of options granted under a management equity plan or similar
plan or (y) grant of options pursuant to and in accordance with such plans, any
authorization or issuance of Equity Interests in the Company or any of its
Subsidiaries;


 


(f)            any redemption,
purchase or other acquisition by the Company of any of its capital stock
(except for purchases from employees upon termination of employment); and


 


(g)           the commencement of
any dissolution, liquidation or winding-up of the affairs of the Company or any
of its Subsidiaries.


 


SECTION
3.   INFORMATION REQUIREMENTS


 


3.1  Financial Reports.  Until the Company becomes subject to the
reporting requirements of the Exchange Act, the Company shall provide each of
the Stockholders, other than any Management Stockholder or Director
Stockholder, and Warrantholders with (1) if the Company is required to provide
to its (or its Subsidiaries’) senior lenders or holders of debt securities
annual, quarterly and monthly financial reports, then such reports (at the same
time as provided to such senior lenders or holders of debt securities, as
applicable); provided that the Company shall not be required to provide monthly
financial reports to the Warrantholders and the Company shall provide financial
reports to the Stockholders with the information referenced 


 


9

















 


in the last sentence of this
Section 3.1, whether or not required to be provided to such senior lenders or
holders of debt securities or (2) if not so required, then:


 


(a)           as soon as available
and in any event within ninety (90) days after the end of each fiscal year of
the Company (or one hundred twenty (120) days after the end of the first fiscal
year ending after the date of this Agreement), a consolidated balance sheet of
the Company and its Subsidiaries as of the end of such year, and consolidated
statements of income and cash flows of the Company and its Subsidiaries for the
year then ended prepared in conformity with generally accepted accounting
principles in the United States applied on a consistent basis, except as
otherwise noted therein, and setting forth in each case in comparative form the
figures for the previous fiscal year, together with an auditor’s report thereon
of a firm of established national reputation and including a management
discussion and analysis of financial condition and results of operations that
would be required to be contained in a filing with the SEC on Form 10-K, or any
successor or comparable form; and


 


(b)           as soon as available
and in any event within forty-five (45) days after the end of each of the first
three quarters of each fiscal year of the Company, consolidated balance sheets
of the Company and its Subsidiaries as of the end of such period, and
consolidated statements of income and cash flows of the Company and its
Subsidiaries for the period then ended prepared in conformity with generally
accepted accounting principles in the United States applied on a consistent
basis, except as otherwise noted therein, and subject to the absence of
footnotes and to year-end adjustments, and setting forth in each case in
comparative form the figures for the corresponding period of the previous
fiscal year, and including, for each such quarter, a management discussion and
analysis of financial condition and results of operations that would be
required to be contained in a filing with the SEC on Form 10-Q, or any
successor or comparable form.


 


The
annual and quarterly financial reports provided to the Stockholders under this Section
3.1 shall include (x) with the consolidated balance sheets and consolidated
statements of income and cash flows for each period presented, a comparison of
actual results to the Company’s budgeted results for such period and (y) in the
management discussion and analysis of financial condition and results of
operations for each period presented, discussion comparing actual results for
such period to the Company’s budgeted results for such period.


 


3.2  Annual Budgets.  Upon and to the extent of a prior written
request therefor, the Company shall provide each of the Eligible Stockholders
with annual budgets (in the form prepared by the Company for the Company’s or
its Subsidiaries’ senior lenders or holders of debt securities, if applicable,
and, if not, then in such form as the Company has prepared for the Board); provided
that such Eligible Stockholder is not a Company Competitor or an Affiliate of a
Company Competitor.


 


3.3  Access; Updated Calls; Annual Meeting.


 


(a)           The Company shall,
and shall cause its Subsidiaries and the officers, directors, employees,
auditors and agents of the Company and its Subsidiaries to, (i) afford each of
the Eligible Stockholders reasonable access at all reasonable times after
reasonable notice to the properties, offices and other facilities, and books
and records of the Company and its 


 


10

















 


Subsidiaries
and (ii) afford each of the Eligible Stockholders the opportunity to discuss
the affairs, finances and accounts of the Company and its Subsidiaries with the
Chief Executive Officer and Chief Financial Officer of the Company from time to
time as each such Eligible Stockholder may reasonably request, and such
discussion will include such other senior executives of the Company or its
Subsidiaries that the Chief Executive Officer determines is reasonably
necessary to adequately respond to reasonable inquiries of such Eligible
Stockholder; provided that such Eligible Stockholder is not a Company
Competitor or an Affiliate of a Company Competitor.


 


(b)           At least once per
fiscal quarter, promptly following the Company’s provision of financial reports
required by Section 3.1, the Company shall host a conference call (with a
question and answer period) with the Chief Financial Officer of the Company and
such other members of senior management of the Company as the Company deems
appropriate and the Stockholders to discuss the performance of the business,
strategic alternatives and other issues as the Eligible Stockholders may
reasonably request.  No Stockholder who
is a Company Competitor or an Affiliate of a Company Competitor shall be
permitted to participate in the calls or receive the information contemplated
by the last sentence of Section 3.1.


 


(c)           The Company shall
hold an annual meeting of stockholders in accordance with the procedures set
forth in the Company’s by-laws.


 


3.4  Confidentiality.  Each Stockholder and Warrantholder agrees to
maintain as confidential all Information (as defined below) provided to such
Stockholder and Warrantholder by the Company and its Affiliates for a period of
the earlier of (i) five (5) years following receipt thereof and (ii) two (2) years
following termination of this Agreement, except that such Stockholder or
Warrantholder may disclose such Information (a) to Persons employed or engaged
by such Stockholder or Warrantholder who need to know such Information that
have agreed to comply with the covenant contained in this Section 3.4; (b) in
connection with any Transfer or proposed Transfer of Equity Interests to any bona fide and permitted proposed Transferee that has agreed
to comply with the covenant contained in this Section 3.4 (and any such bona fide proposed Transferee may disclose such Information
to Persons employed or engaged by it as described in clause (a) of this Section
3.4); (c) as requested or required by any Governmental Authority or reasonably
believed by such Stockholder or Warrantholder to be compelled by any court
decree, subpoena or legal or administrative order or process; (d) as, on the
advice of such Stockholder’s or Warrantholder’s counsel, is required by law; (e)
in connection with the exercise of any right or remedy under this Agreement or
in connection with any action, claim, lawsuit, demand, investigation or
proceeding to which such Stockholder or Warrantholder is a party before any
Governmental Authority or before any arbitrator or panel of arbitrators; or (f)
that becomes publicly available through no fault of such Stockholder or
Warrantholder or any other Person to whom such Stockholder or Warrantholder
provided such Information.  Each
Stockholder and Warrantholder shall be responsible and liable for any violation
of this Section 3.4 by any Person described in clause (a) or (b) of this Section
3.4.  “Information” means all
information received from or on behalf of the Company or any of its
Subsidiaries relating to the Company or any of its Subsidiaries or any of their
respective businesses, other than any such information that is publicly
available, or was known to such Stockholder or Warrantholder from a source
other than the Company or its Subsidiaries, prior to 


 


11

















 


disclosure by or on behalf
of the Company or any of its Subsidiaries other than as a result of a breach of
this Section 3.4.


 


3.5  Environmental Reports.  The Company agrees:


 


(a)
     at regular intervals, but no less
frequently than every twelve months, to provide to the Board a written report
describing the compliance of the Company and its Subsidiaries with its
environmental, health and safety (“EHS”) policies and applicable EHS
laws, and implement such improvements and corrections as may be necessary or
appropriate, after consultation with outside counsel and the Board, to maintain
conformance with such policies and laws; provided that the Company will
provide the Board with an updated report within 60 days of any event or the
discovery of any facts that would result in a material change from the
information contained in a prior report provided to the Board; and


 


(b)
    to comply with all applicable
statutes, laws, ordinances, rules, orders and regulations concerning EHS,
except where the failure to so comply could not reasonably be expected to have
a material adverse effect on the condition (financial or otherwise), results of
operations, business, or properties, collectively, of the Company and its
Subsidiaries.


 


SECTION
4.   TRANSFERS AND ISSUANCES


 


4.1  Limitations on Transfer.


 


(a)           Each Stockholder
hereby agrees that no Transfer of Equity Interests shall occur in any manner
that violates the provisions of this Agreement, the Registration Rights
Agreement or any applicable federal or state securities laws.


 


(b)           Each Stockholder
hereby agrees that, except for Transfers pursuant to Section 4.2, 4.5 or 4.6 or
Transfers effected pursuant to an effective registration statement filed under
the Securities Act, no Transfer of Equity Interests shall occur unless the
Company has been furnished, after it has made a written request to that effect,
with an opinion in form and substance reasonably satisfactory to the Company
from counsel reasonably satisfactory to the Company that such Transfer may be
made without registration under Section 5 under the Securities Act and any
applicable state securities laws; provided, however, that this Section
4.1(b) shall not apply to (x) Transfers of Equity Interests by a Stockholder
(or Stockholders) who (i) beneficially owns less than ten percent (10%) of the
shares of Common Stock then outstanding; (ii) is not an “Affiliate” (as such
term is defined in Rule 405 under the Securities Act) of the Company, and (iii)
has furnished the Company with a certificate, in form and substance reasonably
satisfactory to the Company, signed by an authorized officer of the Stockholder
effecting such Transfer, to the effect that the requirements of clauses (i) and
(ii) of this proviso are satisfied and that the Stockholder making such
Transfer did not receive the securities proposed to be Transferred with a view
to a subsequent distribution, (y) Transfers of Equity Interests by a
Stockholder who has furnished the Company with a certificate, in form and
substance reasonably satisfactory to the Company, signed by an authorized
officer of the Stockholder effecting such Transfer, to the effect that the
Transfer is being made in compliance with Rule 144 under the Securities Act or (z)
Transfers of Equity Interests to the Company 


 


12

















 


pursuant
to the repurchase provisions of any management equity plan or agreement or
independent director equity plan or agreement.


 


(c)           Each Stockholder
hereby agrees that, except for Transfers in connection with clause (z) of Section
4.1(b), no Transfer of Equity Interests shall be permitted unless and until the
proposed Transferee agrees in writing to become a party to, and be bound to the
same extent as its Transferor by the terms of, this Agreement pursuant to the
provisions of Section 5.6 hereof.


 


(d)           Notwithstanding any
other provisions of this Agreement to the contrary, prior to a Public Offering,
no Transfer of Equity Interests shall be permitted if, after giving effect to
such Transfer, and after giving effect to the conversion, exercise or exchange
of all Common Stock Equivalents (other than the Warrants), such Transfer would
result in the Company becoming subject to the reporting requirements of the
Exchange Act.


 


(e)           Each Stockholder
hereby agrees that, except for Transfers pursuant to Section 4.6 hereof, no
Transfer of Equity Interests to any Company Competitor or an Affiliate of any
Company Competitor shall be permitted without the prior written consent of the
Board.


 


4.2  Transfers to Affiliates.  Notwithstanding any other provision of this
Agreement to the contrary, but subject to Sections 4.1(c), (d) and (e) hereof,
each Stockholder and its Affiliates shall be permitted to Transfer from time to
time any or all of the Equity Interests beneficially owned by it to any of its
Affiliates.  Notwithstanding anything
else in this Agreement to the contrary, if any Transfer of Equity Interests to
Affiliates permitted hereunder is not permitted under any of the Other
Agreements applicable to such Equity Interests, then such Transfer to
Affiliates shall not be permitted hereunder.


 


4.3  Effect of Void Transfers.  In the event of any purported Transfer of
Equity Interests in violation of the provisions of this Agreement, such
purported Transfer shall be void and of no effect, and the Company shall not
give effect to such Transfer nor shall it cause any third party transfer agent
to effect such Transfer, to the extent it appoints one.


 


4.4  Legend on Securities.


 


(a)           Unless and until the
Board shall determine otherwise, shares of Common Stock shall be uncertificated
and recorded in the books and records of the Company.  If at any time the Board shall determine to
certificate shares of Common Stock issued to any Stockholder or any additional
Equity Interests that become subject to this Agreement pursuant to Section 5.1
(except for (i) unexercised options issued pursuant to any management equity
plan or agreement or independent director equity plan or agreement, which shall
bear the legend set forth in Section 4.4(b) below, and (ii) Warrants, which
shall bear the legend set forth in the Warrant Agreement) shall bear the
following legend on the face thereof; provided, however, that
certificates representing Equity Interests not subject to the Registration
Rights Agreement, shall make no reference to the Registration Rights Agreement:


 


“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE
SECURITIES LAW AND ARE SUBJECT TO (A) A STOCKHOLDERS 


 


13

















 


AGREEMENT
AMONG RDA HOLDING CO. (THE “COMPANY”) AND THE STOCKHOLDERS PARTIES
THERETO, AND (B) A REGISTRATION RIGHTS AGREEMENT AMONG THE COMPANY AND CERTAIN
HOLDERS OF REGISTRABLE COMMON STOCK (AS THAT TERM IS DEFINED IN THE
REGISTRATION RIGHTS AGREEMENT), COPIES OF WHICH ARE ON FILE WITH THE SECRETARY
OF THE COMPANY.  NO DIRECT OR INDIRECT
TRANSFER, SALE, OFFER, ASSIGNMENT, EXCHANGE, DISTRIBUTION, MORTGAGE, PLEDGE,
HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS
CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH
STOCKHOLDERS AGREEMENT AND REGISTRATION RIGHTS AGREEMENT AND (A) PURSUANT TO A
REGISTRATION STATEMENT EFFECTIVE UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR (B) IF THE COMPANY HAS BEEN FURNISHED EITHER WITH AN OPINION IN FORM AND
SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY FROM COUNSEL REASONABLY
SATISFACTORY TO THE COMPANY THAT SUCH TRANSFER, SALE, OFFER, ASSIGNMENT,
EXCHANGE, DISTRIBUTION, MORTGAGE, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION MAY
BE MADE WITHOUT REGISTRATION UNDER SECTION 5 OF THE SECURITIES ACT OF 1933, AS
AMENDED, AND THE RULES AND REGULATIONS THEREUNDER AND APPLICABLE STATE
SECURITIES LAWS OR WITH THE CERTIFICATE SPECIFIED IN SECTION 4.1(B) OF SUCH
STOCKHOLDERS AGREEMENT, IF APPLICABLE. 
THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE,
AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SUCH STOCKHOLDERS AGREEMENT AND
REGISTRATION RIGHTS AGREEMENT.”


 


(b)           Each unexercised
option that is certificated and issued pursuant to any management equity plan
or agreement or independent director equity plan or agreement shall bear the
following legend:


 


“THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR ANY STATE SECURITIES LAW AND ARE SUBJECT TO A STOCKHOLDERS
AGREEMENT AMONG RDA HOLDING CO. (THE “COMPANY”) AND THE OTHER
STOCKHOLDERS PARTIES THERETO AND A STOCK OPTION AGREEMENT, COPIES OF WHICH ARE
ON FILE WITH THE SECRETARY OF THE COMPANY. 
NO DIRECT OR INDIRECT TRANSFER, SALE, OFFER, ASSIGNMENT, EXCHANGE,
DISTRIBUTION, MORTGAGE, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE
SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE
WITH THE PROVISIONS OF SUCH STOCKHOLDERS AGREEMENT AND STOCK OPTION
AGREEMENT.  THE HOLDER OF THIS OPTION, BY
ACCEPTANCE HEREOF, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SUCH
STOCKHOLDERS AGREEMENT AND STOCK OPTION AGREEMENT, INCLUDING RESTRICTIONS
RELATING TO THE EXERCISE OF ANY VOTING RIGHTS GRANTED BY THE SECURITIES. “


 


14

















 


4.5  Tag-Along Rights.


 


(b)           With respect to any
proposed Transfer or Transfers (other than a mortgage, pledge or hypothecation
or Transfer pursuant to Section 4.2) in one transaction or a series of related
transactions, individually or in the aggregate, of ten percent (10%) or more of
the then outstanding shares of Common Stock by any Stockholder, or two (2) or
more Stockholders acting in concert with respect to such Transfer, provided
that such Stockholder or Stockholders and their respective Affiliates
collectively own prior to such proposed Transfer twenty-five percent (25%) or
more of the then outstanding shares of Common Stock (in such capacity, a “Transferring
Stockholder”), the Transferring Stockholder shall have the obligation, and (i)
each other Stockholder, other than Management Stockholders and Director
Stockholders, and (ii) each Warrantholder (but a Warrantholder shall only have
tag-along rights pursuant to this Section 4.5 with respect to the Common Stock
issuable upon exercise of its Warrants (rather than the Warrants themselves)
and only if the Transfer would result in a Change of Control) shall have the
right but not the obligation, to request the proposed Transferee to purchase
from each Stockholder and Warrantholder exercising such right (each, a “Tagging
Stockholder”) that number of shares of Common Stock requested to be
included by such Tagging Stockholder; provided that if the proposed
Transferee is unwilling to purchase all of the Common Stock that the Tagging
Stockholders have requested to be acquired by the proposed Transferee, then
each Tagging Stockholder shall have the right to sell or otherwise Transfer to
the Transferee a number of such Tagging Stockholder’s shares of Common Stock
equal to the product of (x) the number of shares of Common Stock beneficially
owned by such Tagging Stockholder (excluding shares subject to a Transfer
restriction referred to in the last sentence of this Section 4.5(a)) multiplied
by (y) the percentage of the number of shares of Common Stock that the
Transferring Stockholder is proposing to sell relative to the total number of
shares of Common Stock held by such Transferring Stockholder (excluding shares
subject to a Transfer restriction referred to in the last sentence of this Section
4.5(a)) (the amounts in this clause (y), their “Pro Rata Share”).  If the proposed Transferee is unwilling to
purchase all of the shares of Common Stock proposed to be Transferred by all
Tagging Stockholders (determined in accordance with the first sentence of this Section
4.5(a)), then the Transferring Stockholder and each Tagging Stockholder shall
reduce, on a pro rata basis based on their respective Sharing Percentages of
the shares of Common Stock held by the Transferring Stockholder and the Tagging
Stockholders, the Pro Rata Share of the shares of Common Stock that each
otherwise would have Transferred so as to permit the Transferring Stockholder
and each Tagging Stockholder to sell the number of shares of Common Stock that
the proposed Transferee is willing to purchase. 
Each Tagging Stockholder shall Transfer its shares of Common Stock at
the same price per share and upon the same terms and conditions (including time
of payment, form of consideration or option to elect form of consideration) as
to be paid and given to the Transferring Stockholder.  In order to be entitled to exercise its right
to sell shares of Common Stock to the proposed Transferee pursuant to this Section
4.5, a Tagging Stockholder must agree to make to the proposed Transferee the
same representations, warranties, covenants, indemnities and agreements as the
Transferring Stockholder agrees to make in connection with the proposed
Transfer of the shares of Common Stock of the Transferring Stockholder (except
that in the case of representations and warranties pertaining specifically to
the Transferring Stockholder, a Tagging Stockholder shall make the comparable
representations and warranties pertaining specifically to itself, and except
that no Tagging Stockholder shall have to make representations and warranties
with respect to the Company, and except that, in the case of covenants or
agreements capable of performance only 


 


15

















 


by
certain Stockholders, such covenants or agreements shall be made only by such
certain Stockholders).  All
representations, warranties, covenants, agreements and indemnities made by the
Transferring Stockholder and the Tagging Stockholders pertaining specifically to
themselves shall be made by each of them severally and not jointly; provided
that each of the Transferring Stockholder and each Tagging Stockholder shall be
severally (but not jointly) liable for breaches of representations, warranties,
covenants and agreements of or, in the case of representations and warranties
pertaining to the Company and its Subsidiaries and for indemnification
obligations arising out of or relating to any such breach or otherwise
pertaining to the Company and its Subsidiaries, on a pro rata
basis (based on the number of shares of Common Stock Transferred by each
Transferring Stockholder and each Tagging Stockholder), such liability of each
such Stockholder not to exceed the proceeds actually received by such
Stockholder.  Subject to the next
sentence, any Tagging Stockholder that is a holder of Limited Voting Common
Stock or Common Stock Equivalents (including Warrants) and wishes to
participate in a sale of Common Stock pursuant to this Section 4.5(a) shall
convert into or exercise or exchange such number of shares of Limited Voting
Common Stock or Common Stock Equivalents for Voting Common Stock as may be
acquired therefor on or prior to the closing date of such Transfer, provided
that any such conversion, exercise or exchange may be conditioned on the
closing of such Transfer, in which case such conversion, exercise or exchange
shall not be effective until such Transfer has been consummated.  Notwithstanding anything in this Section 4.5
to the contrary, if any Transfer of Common Stock or Common Stock Equivalents
pursuant to this Section 4.5 is not permitted under an Other Agreement or the
Warrant Agreement, then such Transfer shall not be permitted hereunder.


 


(c)           The Transferring
Stockholder shall give written notice to all other Stockholders (and, to the
extent the Transfer would result in a Change of Control, all Warrantholders) of
each proposed Transfer giving rise to the rights of the Tagging Stockholders
set forth in the first sentence of Section 4.5(a) at least thirty (30) days
prior to the consummation of such Transfer, setting forth the name of the
Transferring Stockholder, the number of shares of Common Stock proposed to be
so Transferred, the name and address of the proposed Transferee, the proposed
amount and form of consideration and other terms and conditions offered by the
proposed Transferee, and a representation that the proposed Transferee has been
informed of the tag-along rights provided for in this Section 4.5 and has
agreed to purchase shares of Common Stock from any Tagging Stockholder or
Tagging Stockholders in accordance with the terms hereof.  Any notice required by the Transferring
Stockholder under this Section 4.5 to be given to the other Stockholders and
Warrantholders may, at the election of the Transferring Stockholder, be given
to the Company which shall, on behalf of the Transferring Stockholder, give
such notice to the other Stockholders and Warrantholders.  The tag-along rights provided by this Section
4.5 must be exercised by each Tagging Stockholder within twenty (20) days
following receipt of the notice required by the preceding sentence, by delivery
of a written notice to the Transferring Stockholder indicating such Tagging
Stockholder’s election to exercise its rights pursuant to Section 4.5 and
specifying the number of shares of Common Stock it elects to sell.  If the proposed Transferee fails to purchase
shares of Common Stock from any Tagging Stockholder that has properly exercised
its tag-along rights, then the Transferring Stockholder shall not be permitted
to make the proposed Transfer, and any such attempted Transfer shall be void
and of no effect, as provided in Section 4.3 hereof.


 


16

















 


(d)           If any of the
Tagging Stockholders exercise their rights under Section 4.5(a), the closing of
the purchase of the Common Stock with respect to which such rights have been
exercised shall take place concurrently with the closing of the sale of the
Transferring Stockholder’s Common Stock. 
No Transfer shall occur pursuant to this Section 4.5 unless the
Transferee shall agree to become a party to, and be bound to the same extent as
its Transferor by the terms of, this Agreement pursuant to the provisions of Section
5.6.


 


(e)           Any Transfer
pursuant to this Section 4.5 shall occur within ninety (90) days of delivery of
the notice from the Transferring Stockholder to the other Stockholders (and
Warrantholders, if applicable) and at a price of not more than the maximum per
share price set forth in the notice and otherwise on terms and conditions in
the aggregate not more favorable to the Transferring Stockholder and the
Tagging Stockholders than were set forth in the notice.  If, at the end of such ninety (90) day
period, the Transferring Stockholder and the Tagging Stockholders have not
completed the sale or other disposition of the Common Stock of the Transferring
Stockholder and the Tagging Stockholders in accordance with the terms and
conditions of the proposed Transfer, all the restrictions on Transfer contained
in this Agreement with respect to Common Stock owned by the Transferring
Stockholder and the Tagging Stockholders shall again be in effect.


 


4.6  Drag-Along Rights.


 


(a)           If any Stockholder,
or two (2) or more Stockholders acting in concert with respect to the Transfer
of their shares of Common Stock, and such Stockholder’s or Stockholders’
respective Affiliates (the “Selling Stockholder(s)”) that collectively
own at least a majority of the then outstanding shares of Common Stock receives
an offer from a third party (excluding the Company and its Subsidiaries and
Affiliates of such Stockholder or Stockholders) (a “Third Party”) to
purchase all (or no less than 90% if the remaining shares are to be re-invested
in a “roll-over” transaction with the consent of the Third Party) of the
outstanding shares of Common Stock (whether pursuant to a sale of stock, a
merger or otherwise), and such offer is accepted by the Selling Stockholder(s) (the
“Drag-Along Transaction”), then each Stockholder and Warrantholder
hereby agrees that, if requested to do so by such Selling Stockholder(s) pursuant
to a Drag-Along Notice, it will Transfer all of its shares of Common Stock (or,
in the case of Warrantholders, all shares of Common Stock issuable upon
exercise of its Warrants) to such Third Party at the same price per share and
upon the same terms and conditions (including time of payment, form of
consideration or option to elect form of consideration) so accepted by the
Selling Stockholder(s), including making the same representations, warranties,
covenants, indemnities and agreements that the Selling Stockholder(s) agrees to
make (except that, in the case of representations and warranties pertaining
specifically to the Selling Stockholder(s), each other Stockholder and
Warrantholder shall make the comparable representations and warranties
pertaining specifically to itself, and except that no Stockholder or
Warrantholder shall have to make representations and warranties with respect to
the Company, and except that, in the case of covenants or agreements capable of
performance only by certain Stockholders or Warrantholders, such covenants or
agreements shall be made only by such certain Stockholders or Warrantholders,
as the case may be).  All
representations, warranties, covenants, agreements and indemnities made by the
Stockholders and Warrantholders pertaining specifically to themselves shall be
made by each of them severally and not jointly; provided that each
Stockholder and Warrantholder shall be severally 


 


17

















 


(but
not jointly) liable for breaches of representations, warranties, covenants and
agreements of or, in the case of representations and warranties pertaining to
the Company and its Subsidiaries and for indemnification obligations arising
out of or relating to any such breach or otherwise pertaining to the Company
and its Subsidiaries, on a pro rata basis
(based on the number of shares of Common Stock sold by each Selling Stockholder
and each of the other Stockholders and Warrantholders), such liability of each
such Stockholder or Warrantholder not to exceed such Stockholder’s or
Warrantholder’s pro rata portion of the proceeds
of the sale actually paid to all Stockholders and Warrantholders; provided
further that no such Stockholder or Warrantholder shall be required to enter
into a non-competition covenant.  If the
Selling Stockholder(s) accepts such Drag-Along Transaction and desires that the
other Stockholders and Warrantholders Transfer their shares of Common Stock (or
shares of Common Stock issuable upon exercise of the Warrants) in the
Drag-Along Transaction, such Selling Stockholder(s) shall give written notice
to all other Stockholders and Warrantholders of the proposed Drag-Along
Transaction (“Drag-Along Notice”) at least thirty (30) days prior to the
proposed consummation of such Drag-Along Transaction, which Drag-Along Notice
shall specify the name and address of the Third Party, the form and amount of
consideration to be paid to the Stockholders and Warrantholders and any other
material terms and conditions of the Drag-Along Transaction. The Drag-Along
Notice may, at the election of the Selling Stockholder(s), be given to the
Company which shall, on behalf of the Selling Stockholder(s), give such notice
to the other Stockholders and Warrantholders.


 


(b)           Subject to the next
sentence, if requested to do so by the Selling Stockholder(s), any Stockholder
that is a holder of Limited Voting Common Stock or Common Stock Equivalents and
any Warrantholder shall convert, exercise or exchange such Limited Voting
Common Stock or Common Stock Equivalents (including Warrants) into or for
Voting Common Stock in accordance with their terms on or prior to the closing
date of such Drag-Along Transaction, provided that any such conversion,
exercise or exchange may be conditioned on the closing of such Drag-Along
Transaction, in which case such conversion, exercise or exchange shall not be
effective until such Drag-Along Transaction has been consummated.  Notwithstanding anything in this Section 4.6
to the contrary, (i) in the event a Stockholder that holds Common Stock
Equivalents (other than options to acquire shares of Voting Common Stock
granted under any management equity plan or agreement or independent director
equity plan or agreement, which are governed by clause (ii) below) or a
Warrantholder is required to Transfer such Common Stock Equivalents in a
Drag-Along Transaction, such Stockholder or Warrantholder shall not be required
to convert, exercise or exchange any such Common Stock Equivalent if and to the
extent that the applicable conversion, exercise or exchange price of such
Common Stock Equivalent is equal to or greater than the value of the
consideration to be received by Stockholders and Warrantholders in the
Drag-Along Transaction giving rise to drag-along rights under this Section 4.6
and, in lieu of such conversion, exercise or exchange, at the election of such
holder of Common Stock Equivalents or Warrantholder, any such Common Stock
Equivalents shall instead be cancelled and forfeited; (ii) in connection with
any Drag-Along Transaction, the treatment of options to acquire shares of
Voting Common Stock granted under any management equity plan or agreement or
independent director equity plan or agreement shall be governed by the terms of
such plans or agreements and (iii) if any Transfer of Common Stock or Common
Stock Equivalents of the Company pursuant to this Section 4.6 is not permitted
under an Other Agreement or the Warrant Agreement, then such Transfer shall not
be permitted or required hereunder.


 


18






 










 


(c)           Any Drag-Along
Transaction pursuant to this Section 4.6 shall occur within one hundred
eighty (180) days of delivery of the Drag-Along Notice to the other
Stockholders and the Warrantholders.  If,
at the end of such one hundred eighty (180) day period, the Selling
Stockholder(s), the other Stockholders and the Warrantholders have not
completed the sale or other disposition of the Common Stock (and Common Stock
issuable upon exercise of the Warrants) of the Selling Stockholder(s), the
other Stockholders and the Warrantholders in accordance with the terms and
conditions of the proposed Drag-Along Transaction, all the restrictions on
Transfer contained in this Agreement with respect to Common Stock owned by the
Selling Stockholder(s) and the other Stockholders shall again be in
effect.


 


4.7  Participation
Rights.


 


(a)           The Company shall
not issue additional Equity Interests (an “Issuance”) to any Person
unless, prior to such issuance, the Company notifies each Eligible Stockholder
in writing of the proposed Issuance and grants to each Eligible Stockholder
(subject to compliance with Section 4.7(c) below), the right (the “Right”)
to subscribe for and purchase, in whole or in part, at the same price and upon
the same terms and conditions (including, if such additional Equity Interests
are issued as a unit together with other securities, the purchase of such unit,
but the Right shall not apply separately to any component of such unit) as set
forth in the notice of such Issuance, a portion of such additional Equity
Interests proposed to be issued in the Issuance up to:


 


(i)            in the case of an Issuance in which
shares of Common Stock or Common Stock Equivalents are to be issued, such that
immediately after giving effect to the Issuance and exercise of the Right (including,
for purposes of this calculation, the issuance of shares of Common Stock upon
conversion, exchange or exercise of any Common Stock Equivalent issued in the
Issuance or subject to the Right), the shares of Common Stock and Common Stock
Equivalents beneficially owned by such Stockholder and its Affiliates (rounded
to the nearest whole share) shall represent the same percentage of the
aggregate number of shares of Common Stock and Common Stock Equivalents
outstanding as was beneficially owned by such Stockholder and its Affiliates
immediately prior to the Issuance; and


 


(ii)           in the case of an Issuance in which (A) equity
securities of the Company other than Common Stock or Common Stock Equivalents (“Other
Capital Stock”) or (B) any securities exchangeable or exercisable for,
or convertible into, such Other Capital Stock (“Other Capital Stock
Equivalents”) are to be issued, equal to the percentage of shares of Common
Stock and Common Stock Equivalents that was beneficially owned by such
Stockholder and its Affiliates immediately prior to the Issuance.


 


(b)           If any Eligible
Stockholder elects not to exercise its Right pursuant to Section 4.7 in
full with respect to the Issuance of additional Equity Interests, then the
other Eligible Stockholders may elect to subscribe for and purchase their pro rata share of such Equity Interests that such Eligible
Stockholder elected not to participate in and such other Eligible Stockholders
shall receive the relevant number of newly issued Equity Interests that the
non-


 


19

















 


electing
Eligible Stockholder would have received had such non-electing Eligible
Stockholder elected to participate in full.


 


(c)           The Right may be
exercised by each Eligible Stockholder provided that the Eligible Stockholder
exercising the Right must (i) be an Accredited Investor and (ii) deliver
written notice to the Company of such exercise of the Right which is received
by the Company within twenty (20) Business Days after the date on which the
Eligible Stockholder receives notice from the Company of the proposed Issuance
(which date shall be specified in the notice from the Company of the proposed
Issuance).  The closing of the purchase
and sale pursuant to the exercise of the Right shall occur on the date
scheduled by the Company for the Issuance, which may not be earlier than ten (10) Business
Days and no later than sixty (60) Business Days after the Company receives
notice of the exercise of the Right. 
Notwithstanding the foregoing, the Right shall not apply to any Issuance
(i) made as consideration for the payment of the purchase price of assets
acquired by the Company or any of its Subsidiaries, including any Issuance in
connection with a merger, exchange offer, joint venture, license transaction or
exchange of shares, or to any lender in connection with any loans made to the
Company or any of its Subsidiaries, (ii) (A) of options granted to
directors, officers or employees of the Company or its Subsidiaries, or
Issuance of Common Stock upon exercise of such options, (B) otherwise in
accordance with the terms of a stock option plan or other equity-based
compensation plan of the Company or its Subsidiaries that has been approved by
the Board and, in the case of each of the foregoing clauses (ii)(A) and
(ii)(B), of the Equity Interests issued upon the exchange, exercise or
conversion of such Equity Interests or (C) of Equity Interests upon
exercise of the Warrants, (iii) of Equity Interests issued as dividends or
distributions to holders of Common Stock, generally, on a pro rata
basis, or in connection with a stock split, (iv) of Other Capital Stock or
Other Capital Stock Equivalents issued as dividends or distributions to holders
of Other Capital Stock or Other Capital Stock Equivalents, generally, on a pro rata basis, or (v) pursuant to the exchange,
exercise or conversion of any Equity Interest that is either (A) outstanding
on the date hereof or (B) outstanding after the date hereof so long as the
Eligible Stockholders have had an opportunity to exercise the Right granted to
such Eligible Stockholders in this Section 4.7 with respect to the
underlying Equity Interest, or such Equity Interest was issued pursuant to
clause (i), (ii), (iii) or (iv) of this sentence.


 


(d)           Nothing in this Section 4.7
shall be deemed to prevent any Person from purchasing for cash or the Company
from issuing any additional Equity Interests without first complying with the
provisions of this Section 4.7 if, in connection with such purchase, (i) the
Board has determined in good faith that (A) the Company needs a prompt
cash investment, (B) no alternative financing on terms as favorable to the
Company in the aggregate than such purchase is available on an as timely basis,
and (C) the delay caused by compliance with the provisions of this Section 4.7
in connection with such investment would be reasonably likely to adversely
affect the Company, (ii) the Person making such purchase (for purposes of
this Section 4.7, the “Purchasing Holder”) or the Company gives
prompt notice to the Eligible Stockholders as of such date of the Purchasing
Holder’s investment, which notice shall describe in reasonable detail the
additional Equity Interests being purchased by the Purchasing Holder and the
purchase price thereof, and (iii) the Purchasing Holder or the Company
enables the Eligible Stockholders to effectively exercise their respective
rights under this Section 4.7 with respect to their purchase of a pro rata share of the additional Equity Interests issued to
the Purchasing Holder as promptly 


 


20

















 


as
practicable following the initial prompt cash investment after such purchase by
the Purchasing Holder on the terms specified in Section 4.7(a).


 


SECTION 5.   MISCELLANEOUS


 


5.1  Additional
Securities Subject to Agreement. 
Each Stockholder and Warrantholder agrees that any other Equity
Interests which it shall hereafter acquire by means of a stock split, stock
dividend, distribution, exercise of warrants (including the Warrants) or options,
purchase or otherwise shall be subject to the provisions of this Agreement to
the same extent as if held on the date hereof.


 


5.2  Termination.  Except as provided in Section 3.4, this
Agreement shall terminate upon the first to occur of (a) Change of Control
(including in connection with a Drag-Along Transaction), (b) the sale of
all or substantially all of the assets of the Company (other than to a
Subsidiary or an Affiliate of the Company), (c) the liquidation of the
Company or (d) a Public Offering.


 


5.3  Injunctive
Relief.  The Stockholders, the
Warrantholders and the Company acknowledge and agree that a violation of any of
the terms of this Agreement will cause the other parties irreparable injury for
which adequate remedy at law is not available. 
Accordingly, it is agreed that each of the Company, the Stockholders and
the Warrantholders shall be entitled to seek an injunction, restraining order
or other equitable relief to prevent breaches of the provisions of this
Agreement and to enforce specifically the terms and provisions hereof in any
federal or state court of competent jurisdiction in the Southern District of
New York, in addition to any other remedy to which it may be entitled at law or
equity, without the posting of any bond.


 


5.4  Other
Stockholders Agreements.  None of the
Stockholders or the Warrantholders shall enter into any agreement or other
arrangement of any kind with any Person with respect to Equity Interests which
is inconsistent with the provisions of this Agreement or which would reasonably
be considered to impair its ability to comply with this Agreement.


 


5.5  Amendments.  This Agreement may be amended only by a
written instrument signed by (a) the Company and (b) Stockholders
beneficially owning a majority of the then outstanding shares of Common Stock
beneficially owned by all Stockholders; provided, however, that
no such amendment shall materially adversely change the rights or obligations
of any Stockholder or Warrantholder disproportionately generally vis a vis other Stockholders or Warrantholders party to this
Agreement without the written approval of such disproportionately affected
Stockholder or Warrantholder; provided  further that (i) Limited
Voting Stockholders beneficially owning a majority of the then outstanding
shares of Limited Voting Common Stock beneficially owned by all Limited Voting
Stockholders shall be required to approve any amendment affecting the specific
rights or obligations of the Limited Voting Stockholders that does not
similarly affect the rights or obligations of the holders of Voting Common
Stock and (ii) no such amendment shall, without the prior written approval
of each Limited Voting Stockholder, terminate, modify or waive a Limited Voting
Stockholder’s rights or obligations in respect of the conversion of Limited
Voting Common Stock into Voting Common Stock; and provided  further
that no such amendment shall, without the prior written approval of
Stockholders beneficially owning at least 66 2/3% of the then outstanding
shares of Common 


 


21

















 


Stock beneficially owned by
all Stockholders, terminate, modify or waive a Stockholder’s rights or
obligations in respect of (i) participation in Issuances pursuant to Section 4.7,
(ii) dispositions pursuant to Section 4.5 or (iii) dispositions
pursuant to Section 4.6. 
Notwithstanding the foregoing, the Company may from time to time add
additional holders of shares of Common Stock as parties to this Agreement. In
order to become a party to this Agreement, such Person must execute a joinder
agreement, in form and substance satisfactory to the Company, evidencing such
Person’s agreement to become a party hereto and to be bound hereby as a
Stockholder, and upon the Company’s receipt of any such Person’s executed
joinder agreement, such Person shall be deemed to be a party hereto and bound
hereby.


 


5.6  Successors,
Assigns and Transferees.  The
provisions of this Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their Permitted Transferees and their
respective successors, each of which Permitted Transferees and successors must
execute a joinder agreement, in form and substance reasonably satisfactory to
the Company, evidencing such Person’s agreement to become a party hereto and be
bound hereby as a Stockholder to the same extent as its Transferor or
predecessor, provided that no Stockholder may assign to any Permitted
Transferee any of its rights or obligations hereunder other than in connection
with a Transfer to such Permitted Transferee of Equity Interests in accordance
with the provisions of this Agreement. 
The provisions of this Agreement shall also be binding upon and inure to
the benefit of Transferees of Warrants, provided that the applicable
Transfer shall be made in accordance with the Warrant Agreement, including the
provision therein relating to such Transferee executing a joinder agreement, in
form and substance reasonably satisfactory to the Company, evidencing such
Transferee’s agreement to become a party hereto and be bound hereby as a
Warrantholder to the same extent as its Transferor or predecessor. Any
purported assignment in violation of this provision shall be null and void ab initio.


 


5.7  Notices.  All notices, requests and demands to or upon
the respective parties hereto to be effective shall be in writing (including by
telecopy), and, unless otherwise expressly provided herein, shall be deemed to
have been duly given or made when delivered by hand, or two Business Days after
being delivered to a recognized courier (whose stated terms of delivery are two
Business Days or less to the destination of such notice), or five calendar days
after being deposited in the mail, postage prepaid, or, in the case of telecopy
notice, when received, addressed as set forth on Schedule B hereto to the
parties hereto, or to such other address as may be hereafter notified by the
respective parties hereto; provided, that for purposes of delivering
documents pursuant to Sections 3.1 and 3.2, the Company may post such documents
on a secure website (which shall initially be Intralinks and thereafter may be
a secure website maintained by a comparable provider) and make such documents
available to the Stockholders entitled to receive such documents by providing
such Stockholders with the information necessary to access such website (which
information shall be provided by the Company each time documents are so
delivered); provided, further, that delivery by posting documents
on a secure website shall not apply to any Stockholder if such Stockholder has
notified the Company that it elects not to receive information by such method.


 


5.8  Integration.  This Agreement, the Registration Rights
Agreement and, in the case of a Management Stockholder or a Director
Stockholder, all option, subscription, restricted stock, employment and other
agreements entered into by such Management Stockholder or Director Stockholder
and any of the Company and its Subsidiaries (the “Other Agreements”), 


 


22

















 


and in the case of the Warrantholders,
the Warrant Agreement, contain the entire understanding of the parties with
respect to the subject matter hereof and thereof.  There are no agreements, representations,
warranties, covenants or undertakings with respect to the subject matter hereof
and thereof other than those expressly set forth herein and therein.  This Agreement and the Other Agreements
supersede all prior agreements and understandings between the parties with
respect to such subject matter hereof and thereof.


 


5.9  Severability.  If one or more of the provisions, paragraphs,
words, clauses, phrases or sentences contained herein, or the application
thereof in any circumstances, is held invalid, illegal or unenforceable in any
respect for any reason, the validity, legality and enforceability of any such
provision, paragraph, word, clause, phrase or sentence in every other respect
and of the remaining provisions, paragraphs, words, clauses, phrases or
sentences hereof shall not be in any way impaired, it being intended that all
rights, powers and privileges of the parties hereto shall be enforceable to the
fullest extent permitted by law.


 


5.10  Counterparts.  This Agreement may be executed in two or more
counterparts, and by different parties on separate counterparts each of which
shall be deemed an original, but all of which shall constitute one and the same
instrument.


 


5.11  Governing
Law, Etc.  This Agreement shall be governed by and construed
and enforced in accordance with the laws of the State of New York applicable to
contracts made and to be performed therein, except for matters directly within
the purview of the General Corporation Law of the State of Delaware (the “DGCL”),
which shall be governed by the DGCL.  The
parties executing this Agreement hereby (i) agree to submit to the
exclusive jurisdiction of the federal and state courts located in the Southern
District of New York in any action or proceeding arising out of or relating to
this Agreement, (ii) waive any objection to the laying of venue of any
actions or proceedings brought in any such court and any claim that such
actions or proceedings have been brought in an inconvenient forum, and (iii) agree
that service of any process, summons, notice or document by U.S. registered
mail to the address for such party specified in Section 5.7 shall be
effective service of process for any action or proceeding in New York with
respect to any matter specified above.


 


5.12  Management
Stockholders.  Each Management
Stockholder on the date hereof has executed this Agreement and is bound
hereby.  After the date hereof, the
Company shall not issue, and shall cause its Subsidiaries not to issue, any
Equity Interests to an employee of the Company or any of its Subsidiaries,
including any Affiliate of such employee, unless he or she first delivers to
the Company a joinder agreement, in form and substance satisfactory to the
Company, agreeing that he or she is bound by the terms hereof as a Management
Stockholder.


 


5.13  Director
Stockholders.  Each Director
Stockholder on the date hereof has executed this Agreement and is bound
hereby.  After the date hereof, the
Company shall not issue, and shall cause its Subsidiaries not to issue, any
Equity Interests to a Director until such Director first delivers to the
Company a joinder agreement, in form and substance satisfactory to the Company,
acknowledging that such Director is bound by the terms hereof as a Director
Stockholder.


 


23

















 


5.14  Lender
Relationship.  Notwithstanding
anything herein to the contrary, nothing contained in this Agreement shall
affect, limit or impair the rights and remedies of any lender or any of its
Affiliates in their capacity as lenders to the Company or any of its Affiliates
pursuant to any agreement under which the Company or such Affiliate has
borrowed money.  Without limiting the
generality of the foregoing, no such Person, in exercising its rights as a
lender, including making its decision on whether to foreclose on any collateral
security, will have any duty to consider (a) its status as a direct or
indirect stockholder of the Company and its Subsidiaries, (b) the
interests of the Company or any of its Affiliates or (c) any duty it may
have to any other direct or indirect stockholder of the Company and its Subsidiaries,
except as may be required under the applicable loan documents.


 


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24

















 


IN
WITNESS WHEREOF, each of the undersigned has executed this Agreement or caused
this Agreement to be executed on its behalf as of the date first written above.


 


	
   

  	
  RDA HOLDING CO.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
       /s/
  Thomas A. Williams

  
	
   

  	
   

  	
  Name:  Thomas A. Williams

  
	
   

  	
   

  	
  Title:  Chief Financial Officer

  



 

















 


	
   

  	
  CREDITOR STOCKHOLDERS
  IDENTIFIED ON SCHEDULE A AND WARRANTHOLDERS ARE DEEMED TO BE PARTIES
  TO THIS AGREEMENT PURSUANT TO THE PLAN

  



 

















 


	
   

  	
  MANAGEMENT STOCKHOLDERS

  
	
   

  	
  (Each of the undersigned
  signing individually, and not on behalf of any other Management Stockholder)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  



 

















 


	
   

  	
  DIRECTOR STOCKHOLDERS

  
	
   

  	
  (Each of the undersigned
  signing individually, and not on behalf of any other Director Stockholder)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name: