Exhibit 10.11


 


RDA HOLDING CO.

AMENDMENT No. 1 to STOCKHOLDERS AGREEMENT


 


This
AMENDMENT No. 1, dated as of July 19, 2010 (this “Amendment”),
amends the terms of the Stockholders Agreement dated as of February 19,
2010 among RDA Holding Co. (the “Company”), and the Stockholders, the
Warrantholders and such other Persons, if any, that from time to time become
parties thereto pursuant to the terms thereof (the “Stockholders Agreement”).  Each capitalized term used and not defined
herein shall have the meaning ascribed to it in the Stockholders Agreement.


 


WHEREAS,
pursuant to Section 5.5 of the Stockholders Agreement, the Company and
Stockholders beneficially owning a majority of the outstanding shares of Common
Stock beneficially owned by all Stockholders wish to amend the Stockholders
Agreement as set forth in this Amendment.


 


NOW, THEREFORE, in consideration of the above
premises, and for the purpose of memorializing the amendments to the
Stockholders Agreement, each of the parties agrees as follows:


 


1.             Amendment.  The Stockholders Agreement is hereby amended
as follows:


 


(a)           The last sentence of Section 3.1
of the Stockholders Agreement, regarding certain additional information to be
included in Company reports, is hereby deleted.


 


(b)           The language in the first
sentence of Section 3.1 of the Stockholders Agreement regarding the last
sentence of Section 3.1 is hereby deleted, such that the first sentence of
Section 3.1 of the Stockholders Agreement is hereby amended and restated
as follows:


 


“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 lender 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 or (2) if not so
required, then:”


 

















 


(c)           The last clause
of Section 3.3(b) of the Stockholders Agreement regarding the last
sentence of Section 3.1 is hereby deleted, and a new sentence regarding
public conference calls is added to the end of Section 3.3(b), such that Section 3.3(b) of
the Stockholders Agreement is hereby amended and restated as follows:


 


“(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 this
conference call.  In addition, if the
Company holds a public conference call conducted with the Company’s Chief
Financial Officer and the Company’s senior lenders or holders of debt
securities following the release of financial information for a given quarter
for the purpose of reviewing such financial information, all Stockholders shall
be invited to attend such call through the issuance of a press release
announcing the time and date of such conference call and providing instructions
to obtain access to such call.”


 


2.             Confirmation of Stockholders
Agreement.  The Stockholders
Agreement, as amended and modified as set forth herein, is hereby confirmed and
ratified and shall remain in full force and effect in accordance with its
terms.


 


3.             Representations and Warranties
of Stockholders.  Each Stockholder
executing this Amendment represents and warrants that (i) it is the
beneficial owner of the number of shares of Common Stock set forth under such
Stockholder’s name on the signature page of this Amendment and (ii) it
has full power and authority to enter into this Amendment and that this
Amendment is a legally valid and binding obligation of such Stockholder.


 


4.             Counterparts.  This Amendment may be executed in two or more
counterparts (including by means of facsimile or electronically transmitted
signature pages), any one of which need not contain the signatures of more than
one party, but all such counterparts taken together shall constitute one and
the same Amendment.


 


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2

















 


IN
WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date
first above written.


 


	
   

  	
  COMPANY:

  
	
   

  	
   

  
	
   

  	
  RDA
  HOLDING CO.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Thomas A. Williams

  
	
   

  	
  Name:

  	
  Thomas
  A. Williams

  
	
   

  	
  Its:

  	
  Senior
  Vice President and

  
	
   

  	
   

  	
  Chief
  Financial Officer

  



 


[Signature
Page to Amendment to Stockholders Agreement]


 

















 


STOCKHOLDER:


 


	
  Number of Shares Beneficially Owned:

  	
   

  	
  Legal Name:

  	
   

  
	
   

  	
   

  	
   

  
	
                                                   shares

  	
   

  	
  By:

  
	
   

  	
   

  	
  Its:

  



 


[Signature Page to Amendment
to Stockholders Agreement]\