exhibit10_1.htm


     

    EXECUTION VERSION

     

    


    RESTRUCTURING SUPPORT
AGREEMENT

    


     

    This RESTRUCTURING SUPPORT AGREEMENT is
made and entered into as of August 17, 2009 (as amended, supplemented or
otherwise modified in accordance with the terms hereof, this “Support Agreement”,
which term shall include Exhibits A, B and C and Schedule 1, each annexed
hereto) by and among (i) RDA Holding Co. (“Holding”), The
Reader’s Digest Association, Inc. (the “Company”), and
certain of the Company’s subsidiaries set forth on Schedule 1 annexed hereto
(together with Holding and the Company, the “Debtors”), (ii) 
the undersigned lenders under the Credit Agreement (as defined herein, and
together with their permitted successors and assigns, each a “Consenting Lender”),
and (iii) the undersigned shareholders of Holding (each,
a  “Consenting
Shareholder,” together with the Consenting Lenders and the Debtors the
“Parties”):

     

    WHEREAS, the Company and the
Consenting Lenders have negotiated a restructuring and recapitalization
transaction that will effectuate a financial restructuring of the Company’s
capital structure, including the Debtors’ obligations under that certain Credit
Agreement,1 dated as of March 2, 2007 (as amended,
supplemented or otherwise modified, the “Credit Agreement”),
by and among the Debtors, certain financial institutions party thereto (the
“Lenders”) and
JP Morgan Chase Bank, N.A., as administrative agent for the Lenders (in such
capacity, the “Administrative
Agent”) pursuant to the terms and conditions set forth in the
Restructuring Term Sheet attached hereto as Exhibit A (the “Term Sheet”) and
incorporated into this Support Agreement (the “Restructuring
Transactions”);

     

               WHEREAS, the Debtors have
requested, and certain Consenting Lenders have agreed, to provide a
debtor-in-possession financing facility under that certain credit agreement (the
“DIP Credit
Agreement”) referred to in the Commitment Letter dated as of
August 14, 2009 (the “DIP Commitment
Letter”, which term shall include the Term Sheet attached thereto)
subject to the terms and conditions thereof; and

     

    WHEREAS, the Debtors
contemplate filing voluntary petitions (the “Petitions”) under
chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in
the United States Bankruptcy Court for the Southern District of New York (the
“Bankruptcy
Court”) (the date of filing of such voluntary petitions, the “Petition Date”, and
such cases being the “Chapter 11
Cases”);

     

    WHEREAS, concurrently with the
execution hereof, the Debtors have received duly executed letters of resignation
from those members of the current board of directors of the Debtors and their
subsidiaries who are affiliated with, or employed by, any of the Consenting
Shareholders or Ripplewood Holdings L.L.C.;

     

     

    
      

        
        
          	
                  1

                	
                  Capitalized terms used but not
      otherwise defined herein shall have the meanings ascribed to them in the
      Credit Agreement.

                


        

         

      

       

    

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    NOW, THEREFORE, in
consideration of the foregoing and the promises, mutual covenants and agreements
set forth herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, each Party, intending to be
legally bound, agrees as follows:

     

    Section
1. Conditions to Effectiveness
of Support Agreement.

     

    This
Support Agreement shall become effective and binding upon each of the Parties at
12:01 a.m. prevailing Eastern Time on the date on which all of the following
conditions are satisfied (the “Effective
Date”):

    


    
      	
              (a)  

            	
              The
      Administrative Agent (or its counsel) and Cravath, Swaine & Moore LLP
      shall have received duly executed signature pages for this Support
      Agreement signed by the Debtors;

            


    

     

    
      	
              (b)  

            	
              The
      Debtors shall have received duly executed signature pages for this Support
      Agreement from (i) Consenting Lenders holding at least 51% in
      principal amount of the prepetition Total Outstandings under the Credit
      Agreement and (ii) each of the Consenting Shareholders; provided, however, that
      the condition set forth in clause (b)(i) hereof may be waived with the
      consent of the Administrative Agent and the
  Debtors.

            


    

     

    
      	
              (c)  

            	
              The
      Administrative Agent shall have received resolutions from each Debtor
      evidencing the corporate or similar authority of such Debtor to execute,
      deliver and perform its obligations under this Support Agreement;
      and

            


    

     

    
      	
              (d)  

            	
              The
      Administrative Agent shall have received duly executed signature pages for
      the DIP Commitment Letter and the related fee letters, signed by the
      Debtors and the Consenting Lenders party
  thereto.

            


    

     

    


    Section
2. Plan of
Reorganization.

     

    2.1 Support
of Acceptable Plan.

     

    
      	
              (a)  

            	
              Subject
      to Sections 1125 and 1126 of the Bankruptcy Code (if and to the extent
      applicable), and so long as a Termination Event (as defined below) has not
      occurred, or has occurred but has been duly waived or cured in accordance
      with the terms hereof:

            


    

     

    (1) each
Debtor severally (and not jointly) agrees to:

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	
              (i)  

            	
              use
      its reasonable best efforts to (A) support and consummate all of the
      Restructuring Transactions contemplated by the Term Sheet, this Support
      Agreement and the Acceptable Plan (as defined in Section 2.1(a)(1)(ii)),
      (B) take any and all necessary and appropriate actions in furtherance of
      all of the Restructuring Transactions contemplated under this Support
      Agreement, the Acceptable Plan and the Term Sheet, (C) complete all of the
      Restructuring Transactions contemplated under this Support Agreement, the
      Term Sheet and the Acceptable Plan in accordance with the terms hereof and
      thereof and take all steps necessary and desirable to obtain the
      Confirmation Order (as defined in Section 2.1.(b)), and (D) obtain any and
      all required regulatory and/or third-party approvals for such
      Restructuring Transactions; and

            


    

     

    
      	
              (ii)  

            	
              not
      (a) propose or support any plan of reorganization or liquidation in the
      Chapter 11 Cases other than a chapter 11 plan of reorganization
      incorporating the terms of the Term Sheet and which chapter 11 plan of
      reorganization is otherwise in all material respects, in form and
      substance reasonably satisfactory to the Administrative Agent and the
      Required Consenting Lenders (as defined in Section 9.14) (as amended,
      supplemented or otherwise modified subject to the terms hereof, the “Acceptable
      Plan”) (b) take any action which is inconsistent with, or that
      would unreasonably delay or impede approval or confirmation of the
      Acceptable Plan or that is otherwise inconsistent with the express terms
      of this Support Agreement or (c) directly or indirectly seek, solicit,
      support or encourage any other plan, sale, proposal or offer of
      dissolution, winding up, liquidation, reorganization, merger,
      consolidation, liquidation or restructuring of any of the Debtors that
      could reasonably be expected to prevent, delay or impede the confirmation
      of the Acceptable Plan; and

            


    

     

    
      	
              (iii)  

            	
              provide
      written notice to the Administrative Agent, within one (1) Business Day of
      making such determination, if any Debtor determines that its fiduciary
      duties require it to consider any plan other than the Acceptable
      Plan;

            


    

     

    provided, however, that nothing
contained in this Support Agreement shall be deemed to prevent any of the
Debtors from taking or failing to take any action that it is obligated to take
(or fail to take) in the performance of any fiduciary or similar duty which such
Debtor owes to any other person.

     

     

    
      
        
        

      

      
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    (2) each
Consenting Lender, severally (and not jointly) agrees to:

     

    
      	
              (i)  

            	
              use
      its reasonable best efforts to (A) support and consummate all of the
      Restructuring Transactions contemplated by the Term Sheet and this Support
      Agreement and the Acceptable Plan, (B) take any and all necessary and
      appropriate actions in furtherance of all of the Restructuring
      Transactions contemplated under this Support Agreement and the Term Sheet
      and the Acceptable Plan, (C) complete all of the Restructuring
      Transactions contemplated under this Support Agreement and the Term Sheet
      and the Acceptable Plan in accordance with the terms hereof and thereof;
      and

            


    

     

    
      	
              (ii)  

            	
              subject
      to the receipt by such Consenting Lender of a disclosure statement and
      other solicitation materials in respect of the Acceptable Plan, which
      disclosure statement and solicitation materials reflect the agreement set
      forth in this Support Agreement and the Term Sheet and have been approved
      by the Bankruptcy Court pursuant to section 1125 of the Bankruptcy Code
      and are in all material respects reasonably satisfactory to the
      Administrative Agent and the Required Consenting Lenders (collectively,
      the “Solicitation
      Materials”): (a) vote, to the extent such Consenting Lender is
      entitled to vote under the terms of the Acceptable Plan and the Bankruptcy
      Code, its claims against the Debtors to accept the Acceptable Plan by
      delivering its duly executed and completed ballot accepting such
      Acceptable Plan on a timely basis following the commencement of the
      solicitation and its actual receipt of the Solicitation Materials and
      ballot and (b) not change or withdraw (or cause to be changed or
      withdrawn) such vote.

            


    

     

    For the
avoidance of doubt, each of the Parties also agrees, severally and not jointly,
that, unless this Support Agreement is terminated in accordance with the terms
hereof, it will not take any action that would in any material respect interfere
with, delay, or postpone the confirmation or consummation of the Acceptable Plan
and implementation of the Restructuring Transactions, including, without
limitation, objecting to the debtor-in-possession financing set forth in the DIP
Commitment Letter or propose any alternative financing; provided, that nothing herein
shall preclude any Consenting Shareholder from taking action that would
interfere with the confirmation or consummation of any chapter 11 plan of
reorganization or the Restructuring Transactions to the extent such chapter 11
plan does not contain all of the terms set forth in Section 2.2(b)
hereof.

     

     

    
      
        
        

      

      
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    Nothing
contained in this Support Agreement shall be deemed to (1) prevent any Party
from taking, or failing to take, any action that it is obligated to take (or
fail to take) in the performance of any fiduciary or similar duty which such
Party owes to any other person.

    


    
      	
              (b)  

            	
              Upon
      confirmation of the Acceptable Plan pursuant to an order in all material
      respects in form and substance reasonably satisfactory to the
      Administrative Agent and the Required Consenting Lenders (the “Confirmation
      Order”), and so long as it is not subject to a stay and the
      conditions to effectiveness thereof have been satisfied or waived, the
      Consenting Lenders and the Debtors shall use commercially reasonable
      efforts to consummate the Acceptable
Plan.

            


    

     

    


    2.2 Confirmation
of Acceptable Plan.

     

    (a)           Without
limiting any other provision hereof, the Debtors shall each use their reasonable
best efforts to have the Acceptable Plan confirmed by the Bankruptcy Court as
expeditiously as possible under the Bankruptcy Code, the Federal Rules of
Bankruptcy Procedure, and the Local Rules of the Bankruptcy Court (the federal
and local rules being, the “Bankruptcy Rules”)
and within the timeframes contemplated by this Support Agreement.

     

    (b)           Further,
each of the Parties hereto agrees severally (and not jointly) that, in the event
the Acceptable Plan is not confirmed for any reason, and regardless of whether
this Support Agreement remains in effect or has terminated (in whole or in part
with respect to any individual Consenting Lender), it will support (provided,
however, that the Consenting Shareholders shall not be required to take any
affirmative action to provide support in any Chapter 11 Cases), and not oppose
or take any action that is inconsistent with, the inclusion in any alternative
plan proposed to be confirmed in the Chapter 11 Cases of: (i) the releases
set forth in Section 3 hereof and (ii) each of the terms set forth under the
Term Sheet headings “Releases,” “Indemnification,” “Exculpation,” “Claims of
Holders of Senior Subordinated Notes” and “Avoidance Actions and Other
Litigation;” provided, however, that the
releases set forth in Section 3 herein shall be null and void and of no further
force and effect as if the release was never granted with respect to any Party
that has breached the terms of the penultimate paragraph of Section 2.1(a)
hereof or any other terms herein in any material respect and there shall be no
obligation to support the inclusion in any alternative plan of such release or
of any of the terms identified in clause (ii) above with respect to such
breaching Party; provided further, that if the
Bankruptcy Court or any other court of competent jurisdiction deems any of the
foregoing Term Sheet provisions illegal, invalid or unenforceable, then the
obligation of the Parties to support any such provision shall no longer be
enforceable, but shall not otherwise affect the obligations of the Parties with
respect to the other provisions set forth herein.  This Section 2.2(b)
shall survive termination of this Support Agreement for any reason or with
respect to any Party.

     

     

    
      
        
        

      

      
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    Section
3. Releases.

     

    3.1 Immediately
upon the Effective Date of this Support Agreement, except with respect to
obligations expressly contained in this Support Agreement, (i) each of the
Consenting Shareholders agrees, on behalf of itself (each, a “Shareholder Releasing
Party,” and collectively, the “Shareholder Releasing
Parties”), to unconditionally and forever release and discharge each
Consenting Lender and its directors, officers, shareholders, partners, members,
employees, agents, attorneys, representatives, affiliates, parents,
subsidiaries, predecessors, successors, heirs, executors and assigns, together
with their respective past and present directors, officers, shareholders,
partners, members, employees, agents, attorneys, representatives, affiliates,
parents, subsidiaries, predecessors, successors, heirs, executors and assigns
(collectively, the “Released Lender
Parties”) from any and all claims, actions, causes of action, suits,
losses, obligations, liabilities, damages, judgments, awards, costs, and
expenses (including attorneys’ fees) of every kind, type, and nature whatsoever,
whether known or unknown, absolute or contingent, asserted, threatened, or
alleged, that such Shareholder Releasing Party (1) has, may have, or may
claim to have, (2) heretofore had, may have had, or may claim to have had, or
(3) hereafter may have, or may claim to have, against any of the Released Lender
Parties, from the beginning of time up to and through the Effective Date of this
Support Agreement, based on, arising out of, under or in connection with (A) the
Credit Agreement and the other Loan Documents as defined therein, (B) the
Obligations and (C) the Transactions, except for gross negligence, willful
misconduct, criminal misconduct or actual fraud as determined by a final order
entered by a court of competent jurisdiction, (ii) each of the Shareholder
Releasing Parties agrees, neither individually nor collectively with any other
person or entity, to bring any claim, action, cause of action, or suit that is
based on, arising out of or under, or in connection with, any matters released
by the Shareholder Releasing Parties under clause (i) above, and
(iii) each of the Shareholder Releasing Parties severally (and not jointly)
warrants and represents that it has not transferred or assigned to any person or
entity any right based on, arising out of or under, or in connection with, any
matters released by the Shareholder Releasing Parties under clause (i)
above.  Notwithstanding anything to the contrary herein, the
Shareholder Releasing Parties shall not be deemed to have released the Debtors
or any of their subsidiaries pursuant to this Section 3.1.

     

    3.2 Immediately
upon the Effective Date of this Support Agreement, except with respect to
obligations expressly contained in this Support Agreement, (i) each of the
Consenting Lenders agrees, on behalf of itself (each, a “Lender Releasing
Party,” and collectively, the “Lender Releasing
Parties”), to unconditionally and forever release and discharge each
Consenting Shareholder and its directors, officers, shareholders, partners,
members, employees, agents, attorneys, representatives, affiliates, parents,
subsidiaries, predecessors, successors, heirs, executors and assigns, together
with their respective past and present directors, officers, shareholders,
partners, members, employees, agents, attorneys, representatives, affiliates,
parents, subsidiaries, predecessors, successors, heirs, executors and assigns
and each current or former officer or director of any of the Debtors or any of
their subsidiaries (collectively, the “Released Shareholder
Parties”) from any and all claims, actions, causes of action, suits,
losses, obligations, liabilities, damages, judgments, awards, costs, and
expenses (including attorneys’ fees) of every kind, type, and nature whatsoever,
whether known or unknown, absolute or contingent, asserted, threatened, or
alleged, that such Lender Releasing Party (1) has, may have, or may claim to
have, (2) heretofore had, may have had, or may claim to have had, or (3)
hereafter may have, or may claim to have, against any of the Released
Shareholder Parties, from the beginning of time up to and through the


     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

     

    Effective
Date of this Support Agreement, based on, arising out of, under or in connection
with (A) the Credit Agreement and the other Loan Documents as defined therein,
(B) the Obligations (C) the Transactions, (D) their services as
directors or officers of the Debtors or any action, decision, or failure to act
in their capacity as such with respect to the Debtors and (E) the Management
Services Agreement dated as of January 23, 2007 by and among Ripplewood Holdings
L.L.C., Holding, the Company and the other parties thereto, except for gross
negligence, willful misconduct, criminal misconduct or actual fraud as
determined by a final order entered by a court of competent jurisdiction,
(ii) each of the Lender Releasing Parties agrees, neither individually nor
collectively with any other person or entity, to bring any claim, action, cause
of action, or suit that is based on, arising out of or under, or in connection
with, any matters released by the Lender Releasing Parties under
clause (i) above, and (iii) each of the Lender Releasing Parties
severally (and not jointly) warrants and represents that it has not transferred
or assigned to any person or entity any right based on, arising out of or under,
or in connection with, any matters released by the Lender Releasing Parties
under clause (i) above.  Notwithstanding anything to the
contrary herein, the Lender Releasing Parties shall not be deemed to have
released the Debtors or any of their subsidiaries pursuant to this Section
3.2.

     

    


    Section
4. Termination
Events.

     

    4.1 Termination
Events.                                                      

     

    The occurrence of any of the following
shall be a “Termination
Event”:

     

    
      	
              (a)  

            	
              the
      consummation of the Restructuring Transactions contemplated by this
      Support Agreement and the effective date of the Acceptable Plan or a
      written agreement among the Debtors and the Required Consenting Lenders
      terminating this Support Agreement;

            


    

     

    
      	
              (b)  

            	
              any
      court of competent jurisdiction or other competent governmental or
      regulatory authority issues an order making illegal or otherwise
      restricting, preventing or prohibiting the consummation of the
      Restructuring Transactions contemplated by the Acceptable Plan or this
      Support Agreement;

            


    

     

    
      	
              (c)  

            	
              the
      occurrence of any breach of this Support Agreement by any of the Parties
      (to the extent not otherwise cured or waived in accordance with the terms
      hereof); provided, that if any Party shall breach its obligations pursuant
      to this Support Agreement, the Termination Date arising as a result of
      such act or omission shall apply only to such Party and this Support
      Agreement shall otherwise remain in full force and effect with respect to
      the Debtors and all such remaining Parties; it being understood that if
      such breaches result in fewer than 51% of the Consenting Lenders remaining
      Parties to this Agreement, the Debtors shall have the right to
      terminate.

            


    

     

     

    
      
        
        

      

      
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              (d)  

            	
              any
      Debtor withdraws the Acceptable Plan, publicly announces its intention not
      to support the Acceptable Plan or files any plan of reorganization or
      liquidation and/or disclosure statement that is not consistent with the
      Acceptable Plan, or publicly announces its support for any such
      inconsistent plan and/or disclosure statement, gives the notice described
      in Section 2.1(a)(1)(iii) hereof, or otherwise evinces an intention not to
      proceed with the Acceptable Plan or to proceed with any alternative plan
      or form of transaction;

            


    

     

    
      	
              (e)  

            	
              the
      entry of any order in the Chapter 11 Cases terminating the Debtors’
      exclusive right to file a plan or plans of reorganization pursuant to
      Section 1121 of the Bankruptcy Code; provided that such order is not the
      result of a motion filed by any Consenting
  Lender;

            


    

     

    
      	
              (f)  

            	
              any
      of the Chapter 11 Cases shall be dismissed or converted to a chapter 7
      case, or a chapter 11 trustee with plenary powers, a responsible officer,
      or an examiner with enlarged powers relating to the operation of the
      businesses of the Debtors (powers beyond those set forth in Section
      1106(a)(3) and (4) of the Bankruptcy Code) shall be appointed in any of
      the Chapter 11 Cases or the Debtors shall file a motion or other request
      for such relief;

            


    

     

    
      	
              (g)  

            	
              either
      (1) a filing by any Debtor of any motion, application or adversary
      proceeding challenging the validity, enforceability, perfection or
      priority of or seeking avoidance of the liens securing the obligations
      referred to in the Collateral Documents (collectively, the “Secured
      Obligations”) or any other cause of action against and/or with
      respect to the Secured Obligations, the prepetition liens securing such
      Secured Obligations, the Administrative Agent or any of the Secured
      Parties (or if the Debtors support any such motion, application or
      adversary proceeding commenced by any third party or consent to the
      standing of any such third party) or (2) the entry of an order of the
      Bankruptcy Court providing relief against the interests of any Consenting
      Lender with respect to any of the foregoing causes of action or
      proceedings;

            


    

     

     

    
      
        
        

      

      
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              (h)  

            	
              any
      material adverse change regarding the feasibility of the Acceptable Plan
      arising on or after the Effective Date of this Support Agreement, as
      determined by the Required Consenting Lenders (as defined in Section 9.14)
      in their reasonable discretion;

            


    

     

    
      	
              (i)  

            	
              the
      amendment, modification of, or the filing of a pleading by any of the
      Debtors that seeks to amend or modify the Acceptable Plan, the Disclosure
      Statement or any documents related to the Acceptable Plan, notices,
      exhibits or appendices, which amendment, modification or filing is
      inconsistent with this Support Agreement and not otherwise consented to by
      the Required Consenting Lenders;

            


    

     

    
      	
              (j)  

            	
              failure
      of the Debtors to commence the Chapter 11 Cases on or before 11:59 p.m.
      (New York City time) on September 10,
2009;

            


    

     

    
      	
              (k)  

            	
              11:59
      p.m. (New York City time) on the fourth (4th)
      Business Day after the Petition Date, unless prior thereto the Bankruptcy
      Court enters an interim order in the Chapter 11 Cases of the Debtors
      under, inter
      alia Sections 105, 361, 362, 363 and 364 of the Bankruptcy Code in
      form and substance satisfactory to the Administrative Agent and the
      Required Consenting Lenders, authorizing the Debtors to incur postpetition
      financing and use cash collateral, granting adequate protection to the
      prepetition Secured Parties, and scheduling a final hearing pursuant to
      Bankruptcy Rule 4001(B) (the “Interim DIP
      Order”);

            


    

     

    
      	
              (l)  

            	
              11:59
      p.m. (New York City time) on the forty-fifth (45th)
      day after the date of entry of the Interim DIP Order, unless prior thereto
      the Bankruptcy Court enters a final order in the Chapter 11 Cases of the
      Debtors under, inter alia
      Sections 105, 361, 362, 363 and 364 of the Bankruptcy Code in form and
      substance satisfactory to the Administrative Agent and the Required
      Consenting Lenders, authorizing the Debtors to incur postpetition
      financing and use cash collateral and granting adequate protection to the
      prepetition Secured Parties (the “Final DIP
      Order” and together with the Interim DIP Order, the “DIP
      Orders”);

            


    

     

    
      	
              (m)  

            	
              the
      occurrence of an “Event of Default” under, and as such term is defined in,
      the DIP Credit Agreement and the acceleration of the obligations
      thereunder;

            


    

     

    
      	
              (n)  

            	
              11:59
      p.m. (New York City time) on the date that is 75 days after the Petition
      Date, if the Debtors shall not have filed the Acceptable Plan and the
      Disclosure Statement with the Bankruptcy Court on or before such
      time;

            


    

     

    
      	
              (o)  

            	
              11:59
      p.m. (New York City time), on the date that is 115 days after the Petition
      Date, unless the Bankruptcy Court has entered an order, in form and
      substance satisfactory to the Administrative Agent and the Required
      Consenting Lenders, approving the Disclosure Statement pursuant to Section
      1125 of the Bankruptcy Code on or before such
  time;

            


    

     

     

    
      
        
        

      

      
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              (p)  

            	
              11:59
      p.m. (New York City time), on the date that is 20 days following entry of
      the order approving the Disclosure Statement pursuant to Section 1125 of
      the Bankruptcy Code, unless prior thereto the Company commences the
      solicitation of acceptances of the Acceptable
  Plan;

            


    

     

    
      	
              (q)  

            	
              11:59
      p.m. (New York City time), on the date that is 80 days following entry of
      an order approving the Disclosure Statement pursuant to Section 1125 of
      the Bankruptcy Code unless the Bankruptcy Court has entered the
      Confirmation Order on or before such time; provided that, if the Debtors
      have satisfied the conditions required for the Twelve Month Facility
      Extension Option (as defined in the DIP Commitment Letter), this deadline
      shall be extended to 11:59 p.m. (New York City time) on the date that is
      120 days following entry of an order approving the Disclosure Statement
      pursuant to Section 1125 of the Bankruptcy Code unless the Bankruptcy
      Court has entered the Confirmation Order on or before such time;
      or

            


    

     

    
      	
              (r)  

            	
              11:59
      p.m. (New York City time) on the thirtieth (30th)
      day after the date of entry of the Confirmation Order, unless the
      “effective date” of the Acceptable Plan has occurred prior
      thereto.

            


    

     

    


    4.2 Additional
Debtor Termination Events.

     

    The
Debtors may terminate this Support Agreement upon five (5) Business Days prior
written notice to the Administrative Agent upon the occurrence of either of the
following events:  (i) the breach by any Consenting Lender of the
representations, warranties, or covenants of such Consenting Lender set forth in
this Support Agreement that would be reasonably likely to have a material
adverse impact on the Debtors, or the consummation of the Restructuring
Transactions, that remains uncured for a period of five (5) Business Days after
receipt by such Consenting Lender of notice of such breach; or (ii) the
board of directors of the Company reasonably determines based upon the advice of
counsel that proceeding with the Restructuring Transactions would be
inconsistent with the exercise of its fiduciary duties.

     

    Notwithstanding
anything to the contrary herein, the releases provided for in Section 3 hereof
shall survive the termination of this Support Agreement under either Section 4.1
or 4.2 hereof; provided, that the
releases set forth in Section 3 herein shall automatically be null and void and
of no further force and effect as if the release had never been granted with
respect to any Party that has breached the terms of the penultimate paragraph of
Section 2.1(a) hereof or any other terms herein in any material
respect.

    


     

    
      
        
        

      

      
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    4.3 Termination
Event Procedures.

     

    Upon the
occurrence of a Termination Event under (i) Section 4.1 (a), (b), (d), (e), (f),
(g), (i) or (m) of this Support Agreement, this Support Agreement shall
automatically terminate without further action, and (ii) Section 4.1 (c),
(h), (j), (k), (l), (n), (o), (p), (q) or (r) of this Support Agreement, five
(5) Business Days after the Administrative Agent (on behalf of the Consenting
Lenders) or, with respect to a Termination Event under Section 4.1(c) which has
occurred as a result of a breach of this Support Agreement by any Party, the
other non-breaching Parties, shall have given written notice of the occurrence
of such Termination Event to the other parties hereto and such Termination Event
shall not have been cured during such five (5) Business Days after receipt of
such notice (or otherwise waived in writing by the requisite Parties in
accordance with the terms hereof), this Support Agreement shall terminate (the
date of termination under clause (i) or (ii) hereof being the “Termination
Date”).  For the avoidance of doubt, the automatic stay arising
pursuant to Section 362 of the Bankruptcy Code in the Chapter 11 Cases shall be
deemed waived or modified for purposes of providing notice hereunder or
terminating this Support Agreement.

     

    Section
5. Remedies.

     

    It is
understood and agreed by each of the Parties that any breach of this Support
Agreement would give rise to irreparable harm for which money damages would not
be an adequate remedy and, accordingly, the Parties agree that, in addition to
any other remedies, each Party shall be entitled, without the requirement of
posting a bond or other security, to specific performance and injunctive or
other equitable relief.  The Debtors each agree that for so long as
any Party has not taken any action to prejudice the enforceability of this
Support Agreement (including, without limitation, alleging in any pleading that
this Support Agreement is unenforceable), and has taken such actions as are
reasonably required or desirable for the enforcement hereof, then such Party
shall have no liability for damages hereunder in the event a court determines
that this Support Agreement is not enforceable.  Without limiting the
provisions hereof, the Parties hereby agree that if any Party breaches the terms
of the penultimate paragraph of Section 2.1(a) hereof or any other terms herein
in any material respect (to the extent not otherwise cured or waived in
accordance with the terms hereof), the release granted to such Party in Section
3 hereof shall be automatically null and void and of no further force and effect
as if the release had never been granted to such breaching Party.

    


     

    Section
6. Mutual Representations,
Warranties and Covenants.

     

    6.1 Power
and Authority.

     

    Each
Party severally, and not jointly, represents to each other Party that, as of the
date of this Support Agreement, (i) such Party has all requisite corporate,
partnership, or limited liability company power and authority to enter into this
Support Agreement and to carry out the Restructuring Transactions contemplated
by, and perform its respective obligations under, this Support Agreement, and
(ii) the execution and delivery of this Support Agreement and the performance of
its obligations hereunder have been duly authorized by all necessary action on
its part.

     

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    6.2 Enforceability.

     

    Each
Party severally, and not jointly, represents to each other Party that this
Support Agreement is the legally valid and binding obligation of it, enforceable
in accordance with its terms, except as enforcement may be limited by
bankruptcy, insolvency, reorganization or other similar laws limiting creditors’
rights generally or by equitable principles relating to enforceability or ruling
of the Bankruptcy Court.

     

    6.3 Representation.

     

    Each of
the Parties to this Support Agreement acknowledges that it has been represented
by counsel (or had the opportunity to and waived its right to do so) in
connection with this Support Agreement and the Restructuring Transactions
contemplated by this Support Agreement.  Accordingly, any rule of law
or any legal decision that would provide any Party hereto with a defense to the
enforcement of the terms of this Support Agreement against such Party based upon
lack of legal counsel shall have no application and is expressly
waived.  The provisions of this Support Agreement shall be interpreted
in a reasonable manner to effect the intent of the Parties
hereto.  None of the Parties hereto shall have any term or provision
construed against such Party solely by reason of such Party having drafted the
same.

    


    6.4 Governmental
Consents.

     

    Each Party severally, and not jointly,
represents to each other Party that, as of the date of this Support Agreement,
the execution, delivery, and performance by it of this Support Agreement do not
and shall not require any registration or filing with, consent or approval of,
or notice to, or other action to, with, or by, any Federal, state, or other
governmental authority or regulatory body, except (i) such filings as may be
necessary and/or required for disclosure by the Securities and Exchange
Commission and applicable state securities or “blue sky” laws, (ii) any filings
in connection with the Chapter 11 Cases, including the approval of the
Disclosure Statement and confirmation of the Acceptable Plan, and (iii) in the
case of the Debtors, (A) filings of amended articles of incorporation or
formation or other organizational documents with applicable state authorities,
and (B) other registrations, filings, consents, approvals, notices, or other
actions that are reasonably necessary to maintain permits, licenses,
qualifications, and governmental approvals to carry on the business of the
Debtors.

     

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    
 

    6.5 Ownership.

     

    (a)           Each
Consenting Lender severally, and not jointly, represents and warrants that, as
of the date hereof, (i) such Consenting Lender either (A) is the sole legal and
beneficial owner of its share of the prepetition Total Outstandings and loans
(if any) under the DIP Credit Agreement referred to in the DIP Commitment Letter
(the “DIP
Loans”) or (B) is the legal owner of its share of the prepetition Total
Outstandings and DIP Loans (if any), and has the power and authority to bind the
legal and beneficial owner(s) of such prepetition Total Outstandings and DIP
Loans (if any) to the terms of this Support Agreement,  (ii) such
Consenting Lender (a) has full power and authority to vote on and consent to or
(b) has received direction from the party having full power and authority to
vote on and consent to such matters concerning its share of the prepetition
Total Outstandings and DIP Loans (if any) and to exchange, convert, assign and
transfer such prepetition Total Outstandings and DIP Loans (if any), and (iii)
other than pursuant to this Support Agreement, such prepetition Total
Outstandings are free and clear of any pledge, lien, security interest, charge,
claim, equity, option, proxy, voting restriction, right of first refusal or
other limitation on disposition, or encumbrances of any kind, that would
adversely affect in any way such Consenting Lender’s performance of its
obligations contained in this Support Agreement at the time such obligations are
required to be performed.

    


    (b)           Each
of the Consenting Shareholders severally, and not jointly, represents and
warrants that, as of the date hereof (i) it is the beneficial owner of equity
interests, or is the nominee, investment manager, or advisor for beneficial
holders of the equity interests in Holding, and (ii) other than pursuant to
this Support Agreement, such equity interests are free and clear of any pledge,
lien, security interest, charge, claim, equity, option, proxy, voting
restriction, right of first refusal or other limitation on disposition, or
encumbrances of any kind, that would adversely affect in any way such Consenting
Shareholder’s performance of its obligations contained in this Support Agreement
at the time such obligations are required to be performed.

    


    6.6 Board
Appointments.

     

    The Parties acknowledge and do not
object that immediately prior to execution of this Support Agreement and his
resignation, the sole director of Holding caused the appointment to the board of
directors of Holding all of the then remaining directors of the Company’s board
of directors.  The Consenting Shareholders hereby agree that,
notwithstanding anything to the contrary in any shareholders agreement, from and
after the Effective Date of this Support Agreement, they shall not appoint or
elect, or cause the appointment or election of, any members to the board of
directors (or any committees thereof) of the Debtors or their
subsidiaries.

    


    Section
7. No Material Misstatement or
Omission.

     

    The Debtors represent that none of the
material and information provided by or on behalf of the Debtors to the
Administrative Agent, the Consenting Lenders and the Consenting Shareholders in
connection with the Restructuring Transactions contemplated in this Support
Agreement, when read or considered together, contains any untrue statement of a
material fact or omits to state a material fact necessary in order to prevent
the statements made therein from being materially misleading.

     

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    Section
8. Acknowledgement.

     

    This
Support Agreement and the Restructuring Transactions contemplated herein are the
product of negotiations among the Debtors and the Consenting Lenders, together
with their respective representatives.  This Support Agreement is not,
and shall not be deemed to be, a solicitation of votes for the acceptance of the
Acceptable Plan or any plan of reorganization for the purposes of Sections 1125
and 1126 of the Bankruptcy Code or otherwise.  The Debtors will not
solicit acceptances of the Acceptable Plan from any Consenting Lender until such
Consenting Lender has been provided with copies of a Disclosure Statement
approved by the Bankruptcy Court.

    


    Section
9. Miscellaneous
Terms.

     

    9.1 Assignment;
Transfer Restrictions.

     

    
      	
              (a)  

            	
              Each
      Consenting Lender hereby agrees, for so long as this Support Agreement
      shall remain in effect as to it, not to sell, assign, transfer,
      hypothecate or otherwise dispose of any of its pro rata share of the
      prepetition Total Outstandings or DIP Loans (if any) unless prior thereto
      the transferee thereof executes and delivers a Lender Joinder (as defined
      in section 9.3(a)) to the Administrative Agent at least two (2) Business
      Days prior to the relevant transfer.  Thereafter, such
      transferee shall be deemed to be a Consenting Lender for purposes of this
      Support Agreement.

            


    

     

    
      	
              (b)  

            	
              Any
      sale, transfer, assignment, hypothecation or other disposition by any
      Consenting Lender of any or all of its pro rata share of the prepetition
      Total Outstandings or DIP Loans (if any) that does not comply with the
      procedures set forth in Section 9.1(a) shall be deemed void ab
    initio.

            


    

     

    
      	
              (c)  

            	
              Nothing
      herein shall be construed to restrict any Consenting Lender’s right to
      acquire additional prepetition Loans, participation interests in
      prepetition Letters of Credit or DIP Loans.  To the extent any
      Consenting Lender acquires as legal owner additional prepetition Loans,
      participation interests in prepetition Letters of Credit or DIP Loans, the
      Parties agree that such prepetition Loans, participation interests in
      prepetition Letters of Credit and DIP Loans shall be deemed to be subject
      to the terms of this Support Agreement upon the Consenting Lender’s
      acquisition of such additional prepetition Loans, participation interests
      in prepetition Letters of Credit or DIP Loans.  Notwithstanding
      the foregoing provisions of this Section 9.1, any Consenting Lender may,
      at any time and without notice to or consent from any other party, pledge
      or grant a security interest in all or any portion of its rights
      (including, without limitation, rights to payment of interest and
      repayment of principal) under the prepetition Credit Agreement or the DIP
      Credit Agreement in order to secure obligations of such Consenting Lender
      to a Federal Reserve Bank; provided that no such
      pledge or grant of a security interest shall release such Consenting
      Lender from any of its obligations hereunder or substitute any such
      pledgee or grantee for such Consenting Lender as a party
      hereto.

            


    

     

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    
      	
              (d)  

            	
              Each
      Consenting Shareholder hereby agrees, for so long as this Support
      Agreement shall remain in effect as to it, not to sell, assign, transfer,
      hypothecate or otherwise dispose of any of its equity interests in Holding
      unless prior thereto the transferee thereof executes and delivers a
      Shareholder Joinder (as defined in Section 9.3(c)) to the Administrative
      Agent at least two (2) Business Days prior to the relevant
      transfer.  Thereafter, such transferee shall be deemed to be a
      Consenting Shareholder for purposes of this Support
    Agreement.

            


    

     

    
      	
              (e)  

            	
              Any
      sale, transfer, assignment, hypothecation or other disposition by any
      Consenting Shareholder of any or all of its equity interests that does not
      comply with the procedures set forth in Section 9.1(d) shall be
      deemed  void ab
    initio.

            


    

     

    9.2 No
Third Party Beneficiaries.

     

    Except
for the Released Lender Parties and the Released Shareholder Parties, unless
expressly stated herein, this Support Agreement shall be solely for the benefit
of the Administrative Agent and the Parties and no other person or entity shall
be a third party beneficiary.

    


    9.3 Joinder.

     

    
      	
              (a)  

            	
              Any
      person that receives or acquires a portion of the prepetition Total
      Outstandings or DIP Loans pursuant to a sale, assignment, transfer,
      hypothecation or other disposition of such prepetition Total Outstandings
      or DIP Loans by a Consenting Lender hereby agrees to be bound by all of
      the terms of the Term Sheet and this Support Agreement (as the same may be
      hereafter amended, restated or otherwise modified from time to time) (a
      “Joining Lender
      Party”) by executing and delivering a joinder in the form of Exhibit B
      hereto (the “Lender
      Joinder”) to the Administrative Agent.  The Joining
      Lender Party shall thereafter be deemed to be a “Consenting Lender” and a
      Party for all purposes under this Support
  Agreement.

            


    

     

    
      	
              (b)  

            	
              With
      respect to the aggregate principal amount of prepetition Total
      Outstandings or DIP Loans held by the Joining Lender Party upon
      consummation of the sale, assignment, transfer, hypothecation or other
      disposition of such prepetition Total Outstandings or DIP Loans, the
      Joining Lender Party hereby makes the representations and warranties of
      the Consenting Lenders set forth in Section 6 of this Support Agreement to
      each of the other Parties to this Support
  Agreement.

            


    

     

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    
      	
              (c)  

            	
              Any
      person that receives or acquires any portion of the equity interests
      pursuant to a sale, assignment, transfer, hypothecation or other
      disposition of such equity interests by a Consenting Shareholder hereby
      agrees to be bound by all of the terms of the Term Sheet and this Support
      Agreement (as the same may be hereafter amended, restated or otherwise
      modified from time to time) (a “Joining Shareholder
      Party”) by executing and delivering a joinder in the form of Exhibit C
      hereto (the “Shareholder
      Joinder”) to the Administrative Agent.  The Joining
      Shareholder Party shall thereafter be deemed to be a “Consenting
      Shareholder” and a party for all purposes under this Support
      Agreement.

            


    

     

    
      	
              (d)  

            	
              With
      respect to the equity interests held by the Joining Shareholder Party upon
      consummation of the sale, assignment, transfer, hypothecation or other
      disposition of such equity interests, the Joining Shareholder Party hereby
      makes the representations and warranties of the Consenting Shareholders
      set forth in Section 6 of this Support Agreement to each of the other
      Parties to this Support Agreement.

            


    

     

    


    9.4 Entire
Agreement.

     

    This
Support Agreement, including Exhibit A and Schedule 1 annexed hereto,
constitutes the entire agreement of the Parties with respect to the subject
matter of this Support Agreement, and supersedes all other prior negotiations,
agreements, and understandings, whether written or oral, among the Parties with
respect to the subject matter of this Support Agreement.

    


    9.5 Counterparts.

     

    This
Support Agreement may be executed in one or more counterparts, each of which
shall be deemed an original and all of which shall constitute one and the same
agreement.  Delivery of an executed signature page of this Support
Agreement by facsimile transmission shall be effective as delivery of a manually
executed counterpart hereof.

    


    9.6 Settlement
Discussions.

     

    This
Support Agreement and the Term Sheet annexed hereto as Exhibit A is part of a
proposed settlement of disputes among the Parties hereto.  Nothing
herein shall be deemed to be an admission of any kind.  Pursuant to
Federal Rule of Evidence 408 and any applicable state rules of evidence, this
Support Agreement and the Term Sheet annexed hereto as Exhibit A, documents and
negotiations relating thereto shall not be admissible into evidence in any
proceeding other than a proceeding to enforce the terms of this Support
Agreement.

     

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    
 

    9.7 Continued
Banking Practices.

     

    Notwithstanding anything herein to the
contrary, each Consenting Lender and its affiliates may accept deposits from,
lend money to, and generally engage in any kind of banking, investment banking,
trust or other business with, or provide debt financing, equity capital or other
services (including financial advisory services) to any Debtor or any affiliate
of any Debtor or any other Person, including, but not limited to, any Person
proposing or entering into a transaction related to or involving any Debtor or
any affiliate thereof.

    


    9.8 Reservation
of Rights.

     

    
      	
              (a)  

            	
              Except
      as expressly provided in this Support Agreement, nothing herein is
      intended to, does or shall be deemed in any manner to waive, limit, impair
      or restrict the ability of each of the Consenting Lenders to protect and
      preserve all of its rights and remedies under the DIP Credit Agreement,
      the DIP Orders or any other order of the Bankruptcy Court or other court
      of competent jurisdiction, or its full participation in the Chapter 11
      Cases.

            


    

     

    
      	
              (b)  

            	
              Without
      limiting Section 9.8(a) in any way, if the Restructuring Transactions
      contemplated by this Support Agreement or otherwise set forth in the
      Acceptable Plan are not consummated as provided herein, if a Termination
      Date occurs, or if this Support Agreement is otherwise terminated for any
      reason, the Consenting Lenders each fully reserve any and all of their
      respective rights, remedies and interests under the Loan Documents, the
      DIP Credit Agreement and related post petition loan documents, applicable
      law and in equity; provided, that the releases set forth in Section 3
      hereof shall continue to remain in full force and effect except with
      respect to any breaching Party that has breached the terms of the
      penultimate paragraph of Section 2.1(a) hereof or any other terms herein
      in any material respect.

            


    

     

    
      	
              (c)  

            	
              Notwithstanding
      anything herein to the contrary, the Parties acknowledge that the support
      of each Consenting Lender contained in this Support Agreement relates
      solely to such Consenting Lender’s rights and obligations as a lender
      under the prepetition Credit Agreement and the DIP Credit Agreement (if
      applicable) with respect to the principal amounts identified on such
      Consenting Lender’s signature page and as provided in Section 9.1 and does
      not bind such Consenting Lender or its affiliates with respect to any
      other indebtedness, obligations or liabilities owed by the Company or any
      of its subsidiaries and affiliates to such Consenting Lender or any
      affiliate of such Consenting Lender (for the avoidance of doubt, if the
      Consenting Lender is specified on the relevant signature page as a
      particular group or business within an entity, “Consenting Lender” shall
      mean such group or business and shall not mean the entity or its
      affiliates, or any other desk or business thereof, or any third party
      funds advised thereby).  For purposes of this Support Agreement,
      “Consenting Lender” shall not include a holder of Loans under the
      prepetition Credit Agreement or DIP Loans signatory hereto in its capacity
      or to the extent of its holdings as a public-side broker, dealer or market
      maker of Loans under the prepetition Credit Agreement or DIP Loans or any
      other claim against or security in the
Debtors.

            


    

     

     

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    9.9 Successors.

     

    This Support Agreement is intended to
bind the Parties and inure to the benefit of the Parties and their respective
successors, assigns, heirs, executors, administrators and representatives; provided, however, that nothing
contained in this Section 9.9 shall be deemed to permit any transfer, tender,
vote or consent, of any claims other than in accordance with the terms of this
Support Agreement.

     

    9.10 Publicity.

     

    The Parties agree that all public
announcements of the entry into or the terms and conditions of this Support
Agreement shall be mutually, reasonably acceptable to each of the
Parties.

    


    9.11 Nondisparagement.

     

    Each Consenting Lender and each
Consenting Shareholder, respectively, agrees severally (and not jointly), that
it shall not make any malicious, disparaging or defamatory statements to any
third party regarding any Consenting Lender or Consenting Shareholder or any of
their respective affiliates, subsidiaries, directors, shareholders, members,
officers or employees or any of their businesses or products or any aspect of
any ownership thereof related to the Restructuring Transactions, the Credit
Agreement, the Obligations, the Transactions, or the ownership or management of
the Debtors; provided, that this
provision shall not be deemed to limit any rights of any Party to make
statements of fact in good faith in litigation  that is not prohibited
by an applicable release in Section 3 or that is related to a breach of this
Support Agreement.

    


    9.12 Governing
Law; Waiver of Jury Trial; Indemnity.

     

    
      	
              (a)  

            	
              The
      Parties waive all rights to trial by jury in any jurisdiction in any
      action, suit, or proceeding brought to resolve any dispute between the
      Parties under this Support Agreement, whether sounding in contract, tort
      or otherwise.

            


    

     

    
      	
              (b)  

            	
              This
      Support Agreement shall be governed by and construed in accordance with
      the laws of the State of New York, without regard to any conflicts of law
      provision which would require the application of the law of any other
      jurisdiction.  By its execution and delivery of this Support
      Agreement, each Party hereby irrevocably and unconditionally agrees for
      itself that, subject to the following sentence, any action, suit or
      proceeding against it with respect to any matter under or arising out of
      or in connection with this Support Agreement or for recognition or
      enforcement of any judgment rendered in any such action, suit or
      proceeding, may be brought in any state or federal court of competent
      jurisdiction in New York County, State of New York, and by execution and
      delivery of this Support Agreement, each of the Parties hereby irrevocably
      accepts and submits itself to the nonexclusive jurisdiction of such court,
      generally and unconditionally, with respect to any such action, suit or
      proceedings.

            


    

     

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    
      	
              (c)  

            	
              Notwithstanding
      the foregoing, if the Chapter 11 Cases are commenced, nothing in Section
      9.12(a) or (b) shall limit the authority of the Bankruptcy Court to hear
      any matter related to or arising out of this Support
      Agreement.

            


    

     

    9.13 Pending
Transfers.

     

    Notwithstanding anything to the
contrary provided herein, if a Consenting Lender has assigned all or a portion
of the Obligations under the Credit Agreement that it beneficially owns as of
the date hereof but such assignment has not settled as of the date hereof (such
Obligations, “Pending
Transfer Credit Agreement Obligations”), then such Consenting Lender
shall be permitted to exclude from the amount of the Obligations listed on its
signature page an amount of Pending Transfer Credit Agreement Obligations equal
to the Pending Transfer Credit Agreement Obligations assigned to any transferee
that has instructed such Consenting Lender not to execute this Agreement (such
excluded Obligations, the “Excluded Credit Agreement
Obligations”).  Such Consenting Lender shall not be bound by
the terms hereof with respect to any Excluded Credit Agreement
Obligations.

     

    9.14 Amendments,
Modifications, Waivers.

     

    This Support Agreement and the
Acceptable Plan may only be modified, amended or supplemented, and any of the
terms thereof may only be waived, by an agreement in writing signed by each of
the Debtors  and the Consenting Lenders holding at such time at least
66 2/3% of the prepetition Total Outstandings and the DIP Loans that are subject
to the terms hereof and held by all Consenting Lenders (the “Required Consenting
Lenders”); provided that any
modifications, amendments or supplements to Annex 1 to the Term Sheet shall
require the consent of each Consenting Lender; provided, further that if the
modification, amendment or waiver at issue adversely impacts the treatment or
rights of any Consenting Lender differently than other Consenting Lenders, the
agreement in writing of such Consenting Lender whose treatment or rights are
directly adversely impacted in a different manner than other Consenting Lenders
shall also be required for such modification, amendment or waiver to be
effective; provided
further, that if the modification, amendment, supplement or waiver at
issue relates to Sections 2.2(b), 3, 4.2, 5, 6 (only to the extent affecting
Consenting Shareholders), 9.1 (only to the extent affecting Consenting
Shareholders), 9.3 (only to the extent affecting Consenting Shareholders), 9.11
and 9.12 or otherwise directly adversely impacts the treatment or rights of any
Consenting Shareholder, the agreement in writing of such Consenting Shareholder
whose treatment or rights are directly adversely impacted shall also be required
for such modification, amendment, supplement or waiver to be effective (this
proviso shall not be modified, amended or supplemented, or any of its terms
waived, without the prior written consent of each Consenting
Shareholder).

     

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    9.15 Consideration.

     

    It is
hereby acknowledged by each of the Parties that no consideration shall be due or
paid to the Parties for their agreement to support or not interfere with the
Acceptable Plan in accordance with the terms and conditions of this Support
Agreement, other than the obligations of the other Parties under this Support
Agreement.  The Company represents that, as of the Effective Date, no
payments have been made to any of the Parties hereto that were not permitted to
be made under the terms of the Credit Agreement.

    


    9.16 Severability
of Provisions.

     

    If any provision of this Support
Agreement for any reason is held to be invalid, illegal or unenforceable in any
respect, that provision shall not affect the validity, legality or
enforceability of any other provision of this Support Agreement.

    


    9.17 Notices.

     

    All
notices and other communications required or permitted hereunder shall be in
writing and shall be deemed given when: (a) delivered personally or by overnight
courier to the following address of the other Party hereto; or (b) sent by fax
to the following fax number of the other Party hereto with the confirmatory copy
delivered by overnight courier to the address of such Party listed
below.

    


    If to any
Debtor, to counsel at the following address:

    


    Kirkland
& Ellis LLP

    601
Lexington Avenue

    New York,
New York 10022-4611

    Attention:  Paul
M. Basta, Esq.

    


    


    If to any
Consenting Lender or Consenting Shareholder, the address set forth on its
signature page.

    


    If to the
Administrative Agent, to:

    


    JPMorgan Chase Bank, N.A

    270 Park Avenue

    New York New York
10017-2070

    Attn:  Ms. Elizabeth
Kelley

    


    


    [SIGNATURE
PAGES FOLLOW]

    
 

    
      
        
           


        

        
          20

          
            

          

        

        
           


        

      

    

    


    Please
sign in the space provided below to indicate your agreement and consent to the
terms hereof.

     

    Very
truly yours,

    


    RDA
HOLDING CO.

    


    By: _/s/ Tom
Williams_______________

    Name:  Tom
Williams

    
      	
               
      

            	
              Title:  Senior
      Vice President & Chief Financial
Officer

            


    

    


    


    THE
READER’S DIGEST ASSOCIATION, INC.

    


    By: _/s/ Tom
Williams_______________

    Name:  Tom
Williams

    
      	
               
      

            	
              Title:  Senior
      Vice President & Chief Financial
Officer

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    Please
sign in the space provided below to indicate your agreement and consent to the
terms hereof.

     

    Very
truly yours,

    


    
      	
              Alex,
      Inc.

              Allrecipes.com,
      Inc.

              Ardee
      Music Publishing, Inc.

              Christmas
      Angels Productions, Inc.

              Compass
      Learning, Inc.

              Direct
      Entertainment Media Group, Inc.

              Direct
      Holdings Americas, Inc.

              Direct
      Holdings Custom Publishing Inc.

              Direct
      Holdings Customer Service, Inc.

              Direct
      Holdings Education Inc.

              Direct
      Holdings Libraries Inc.

              Direct
      Holdings U.S. Corp.

              Funk
      & Wagnalls Yearbook Corp.

              Gareth
      Stevens, Inc.

              Home
      Service Publications, Inc.

              Pegasus
      Asia Investments, Inc.

              Pegasus
      Investment, Inc.

              Pegasus
      Sales, Inc.

              Pleasantville
      Music Publishing, Inc.

              R.D.
      Manufacturing Corporation

              RD
      Large Edition, Inc.

              RD
      Publications, Inc.

              RD
      Walking, Inc.

              RDA
      Sub Co.

            	
              Reader’s
      Digest Children’s Publishing, Inc.

              Reader’s
      Digest Consumer Services, Inc.

              Reader’s
      Digest Entertainment, Inc.

              Reader’s
      Digest Financial Services, Inc.

              Reader’s
      Digest Latinoamerica, S.A.

              Reader’s
      Digest Sales and Services, Inc.

              Reader’s
      Digest Sub Nine, Inc.

              Readers
      Digest Young Families, Inc.

              Reiman
      Manufacturing, LLC

              Reiman
      Media Group, Inc.

              Retirement
      Living Publishing Company, Inc.

              Saguaro
      Road Records, Inc.

              Taste
      of Home Media Group, Inc.

              Taste
      of Home Productions, Inc.

              Travel
      Publications, Inc.

              W.A.
      Publications, LLC

              WAPLA,
      LLC

              Weekly
      Reader Corporation

              Weekly
      Reader Custom Publishing, Inc.

              World
      Almanac Education Group, Inc.

              World
      Wide Country Tours, Inc.

              WRC
      Media, Inc.

               

            
	
               

               

               

              By:       /s/ Thomas A.
      Williams

              Name: Thomas A.
      Williams

              Title: Vice
President

               

               

            	
               

               

               

              By:      /s/ Thomas A.
      Williams

              Name: Thomas A.
      Williams

                         Title:
      Vice President

            


    

    


     

     

     

    

      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

      
        	 
      	
                RDA
      INVESTORS I, LLC

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:         /s/  Christopher
      Minnetian

              
	 
      	
                Name:              

              
	 
      	
                Title:                                                  

              


      

      


       

      
        	 
      	
                RDA
      INVESTORS II, LLC

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:         /s/  Christopher
      Minnetian

              
	 
      	
                Name:              

              
	 
      	
                Title:                                                  

              


      

      


       

      
        	 
      	
                RDA
      INVESTORS III, LLC

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:         /s/  Christopher
      Minnetian

              
	 
      	
                Name:              

              
	 
      	
                Title:                                                  

              


      

      


       

      


       

      
        	 
      	
                LVC
      ACQUISITION, L.L.C.

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:         /s/  Christopher
      Minnetian

              
	 
      	
                Name:              

              
	 
      	
                Title:                                                  

              


      

      


       

      
        	 
      	
                LVC
      ACQUISITION II, L.L.C.

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:         /s/  Christopher
      Minnetian

              
	 
      	
                Name:              

              
	 
      	
                Title:                                                  

              


      

      


       

      
        	 
      	
                EAC
      III, L.L.C.

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:         /s/  Christopher
      Minnetian

              
	 
      	
                Name:              

              
	 
      	
                Title:                                                  

              


      

      


      


      
        	 
      	
                J.
      ROTHSCHILD GROUP (GUERNSEY) LTD.

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:
      /s/ Mark Le Ray

              
	 
      	
                Name:     Mark
      Le Ray

              
	 
      	
                Title:       Director

              


      

      


      


      
        	 
      	
                J.
      ROTHSCHILD GROUP (GUERNSEY) LTD.

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:
      /s/  William M Ferry

              
	 
      	
                Name:      William
      M Ferry

              
	 
      	
                Title:        Director

              


      

      



      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      


      
        	 
      	
                JPMORGAN
      CHASE BANK, N.A., as Administrative Agent and as a
  Lender

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:         /s/
      Elizabeth A. Kelley

              
	 
      	
                Name:  Elizabeth A.
      Kelley

              
	 
      	
                Title:    Managing
      Director

              


      

      


       


      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                Malibu
      CFPI Loan Funding LLC, as a Lender

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:         /s/
      Adam Jacobs

              
	 
      	
                Name:      Adam
      Jacobs

              
	 
      	
                Title:        Attorney-in-Fact

              


      

      



      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                Pinehurst
      Trading, Inc., as a Lender

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:         /s/
      Stacy Lai

              
	 
      	
                Name:      Stacy
      Lai

              
	 
      	
                Title:        Assistant
      Vice President

              


      

      



      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                AG
      Northwoods Capital VI Limited, as a Lender

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:   
      /s/

              
	 
      	
                Name:

              
	 
      	
                Title:

              


      

      



      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                AG
      Northwoods Capital VII Limited, as a Lender

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:   
      /s/

              
	 
      	
                Name:

              
	 
      	
                Title:

              


      

      



      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                Northwoods
      Capital IV Limited, as a Lender

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:   
      /s/

              
	 
      	
                Name:

              
	 
      	
                Title:

              


      

      



      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                Northwoods
      Capital V Limited, as a Lender

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:   
      /s/

              
	 
      	
                Name:

              
	 
      	
                Title:

              


      

      



      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                American
      International Group, Inc.

                By:
      AIG Global Investment Corp., Its Investment Adviser

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:         /s/
      Steven S. Oh

              
	 
      	
                Name:      Steven
      S. Oh

              
	 
      	
                Title:        Managing
      Director

              


      

      



      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	
                Ares
      X CLO Ltd.

                 

                By:  Ares
      CLO Management X, L.P., Investment Manager

                 

                By:  Ares
      CLO GP X, LLC, Its General Partner

              	
                ARES
      XI CLO Ltd.

                 

                By:  ARES
      CLO MANAGEMENT XI, L.P.

                 

                By:  ARES
      CLO GP XI, LLC, Its General Partner

                 

                By:  ARES
      MANAGEMENT LLC, Its Manager

                 

              
	 
      	 
      
	 
      	 
      
	
                By:         /s/
      Americo Cascella

              	
                By:         /s/
      Americo Cascella

              
	
                Name:              Americo
      Cascella

              	
                Name:              Americo
      Cascella

              
	
                Title:               Authorized
      Signatory

              	
                Title:                Authorized
      Signatory

              


      

      


      
        	
                ARES
      XII CLO LTD.

                 

                By:  ARES
      CLO MANAGEMENT XII, L.P.

                By:  ARES
      CLO GP XII, LLC, ITS GENERAL PARTNER

                By:  ARES
      MANAGEMENT LLC, ITS MANAGER

                 

              	
                ARES
      ENHANCED LOAN INVESTMENT STRATEGY III, LTD.

                 

                By:  ARES
      ENHANCED LOAN MANAGEMENT III, L.P.

                By:  ARES
      ENHANCED LOAN III GP, LLC, ITS GENERAL PARTNER

                By:  ARES
      MANAGEMENT LLC, ITS MANAGER

                 

              
	 
      	 
      
	 
      	 
      
	
                By:         /s/
      Americo Cascella

              	
                By:         /s/
      Americo Cascella

              
	
                Name:              Americo
      Cascella

              	
                Name:              Americo
      Cascella

              
	
                Title:                 Authorized
      Signatory

              	
                Title:                  Authorized
      Signatory

              


      

      


      
        	
                ARES
      ENHANCED LOAN INVESTMENT STRATEGY II, LTD.

                 

                By:  Ares
      Enhanced Loan Management II, L.P., Investment Manager

                 

                By:  Ares
      Enhanced Loan GP II, LLC, Its General Partner

                 

                 

              	
                Ares
      VIII CLO Ltd.

                 

                By:  Ares
      CLO Management VIII, L.P., Investment Manager

                 

                By:  Ares
      CLO GP VIII, LLC Its General Partner

                 

              
	 
      	 
      
	 
      	 
      
	
                By:         /s/
      Americo Cascella

              	
                By:         /s/
      Americo Cascella

              
	
                Name:              Americo
      Cascella

              	
                Name:              Americo
      Cascella

              
	
                Title:                  Authorized
      Signatory

              	
                Title:              Authorized
      Signatory

              


      

      



      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	
                Ares
      IIR CLO Ltd.

                 

                By:  Ares
      CLO Management IIR, L.P., Investment Manager

                 

                By:  Ares
      CLO GP IIR, LLC, Its General Partner

                 

              	
                ARES
      IIIR/IVR CLO LTD.

                 

                By:  ARES
      CLO MANAGEMENT IIIR/IVR, L.P.

                 

                By:  ARES
      CLO GP IIIR/IVR, LLC, ITS GENERAL PARTNER

                 

                By:  ARES
      MANAGEMENT LLC, ITS MANAGER

              
	 
      	 
      
	 
      	 
      
	
                By:         /s/
      Americo Cascella

              	
                By:         /s/
      Americo Cascella

              
	
                Name:              Americo
      Cascella

              	
                Name:              Americo
      Cascella

              
	
                Title:                Authorized
      Signatory

              	
                Title:                 Authorized
      Signatory

              


      

      


      


      
        	
                Ares
      VR CLO Ltd.

                 

                By:  Ares
      CLO Management VR, L.P., Investment Manager

                 

                By:  Ares
      CLO GP VR, LLC, Its General Partner

                 

              	
                Ares
      VIR CLO Ltd.

                 

                By:  Ares
      CLO Management VIR, L.P., Investment Manager

                 

                By:  Ares
      CLO GP VIR, LLC, Its General Partner

              
	 
      	 
      
	 
      	 
      
	
                By:         /s/
      Americo Cascella

              	
                By:         /s/
      Americo Cascella

              
	
                Name:              Americo
      Cascella

              	
                Name:              Americo
      Cascella

              
	
                Title:                 Authorized
      Signatory

              	
                Title:                 Authorized
      Signatory

              


      

      


      
        	
                Ares
      VII CLO Ltd.

                 

                By:  Ares
      CLO Management VII, L.P., Investment Manager

                 

                By:  Ares
      CLO GP VII, LLC, Its General Partner

                 

                 

              	
                Ares
      IX CLO Ltd.

                 

                By:  Ares
      CLO Management IX, L.P., Investment Manager

                 

                By:  Ares
      CLO GP IX, LLC, Its General Partner

                 

                By:  Ares
      Management LLC, Its Managing Member

                 

              
	 
      	 
      
	 
      	 
      
	
                By:         /s/
      Americo Cascella

              	
                By:         /s/
      Americo Cascella

              
	
                Name:              Americo
      Cascella

              	
                Name:              Americo
      Cascella

              
	
                Title:                Authorized
      Signatory

              	
                Title:               Authorized
      Signatory

              


      

      



      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                CANPARTNERS
      INVESTMENTS IV, LLC, a California limited liability company

                 

                By:  CANYON
      CAPITAL ADVISORS LLC, a Delaware limited liability company, its
      Manager

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:         /s/
      Mitchell R. Julis

              
	 
      	
                Name:              
      Mitchell R. Julis

              
	 
      	
                Title:                Co-Chairman
      and Co-CEO

              


      

      



      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                Canyon
      Capital CLO 2004-1, LTD., as a Lender

                 

                BY:  Canyon
      Capital Advisors LLC, a Delaware Limited Liability Company, its Collateral
      Manager

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:         /s/
      Michael M. Leyland

              
	 
      	
                Name:              
      Michael M. Leyland

              
	 
      	
                Title:                 Authorized
      Signatory

              


      

      



      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                Canyon
      Capital CLO 2006-1, LTD., as a Lender

                 

                BY:  Canyon
      Capital Advisors LLC, a Delaware Limited Liability Company, its Collateral
      Manager

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:         /s/
      Michael M. Leyland

              
	 
      	
                Name:              
      Michael M. Leyland

              
	 
      	
                Title:                 Authorized
      Signatory

              


      

      



      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                Canyon
      Capital CLO 2007-1, LTD., as a Lender

                 

                BY:  Canyon
      Capital Advisors LLC, a Delaware Limited Liability Company, its Collateral
      Manager

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:         /s/
      Michael M. Leyland

              
	 
      	
                Name:              
      Michael M. Leyland

              
	 
      	
                Title:                 Authorized
      Signatory

              


      

      



      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                CANYON
      SPECIAL OPPORTUNITIES MASTER FUND (CAYMAN), LTD.,

                 

                an Exempted Company incorporated
      in the

                Cayman Islands with limited
      liability

                 

                By:  CANYON
      CAPITAL ADVISORS LLC, its investment Advisor

                 

                A Delaware limited liability
      company, its

                Investment
  Advisor

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:         /s/
      Mitchell R. Julis

              
	 
      	
                Name:              Mitchell
      R. Julis

              
	 
      	
                Title:                 Co-Chairman
      and Co-CEO

              
	 
      	 
      


      


      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                Chatham
      Asset High Yield Master Fund, LTD

                 

                By:  Chatham
      Asset Management, LLC Investment Advisor

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:         /s/
      Kevin O’Malley

              
	 
      	
                Name:              
      Kevin O’Malley

              
	 
      	
                Title:                 Member

              


      

      


      



      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                Chatham
      Asset Leveraged Loan Offshore Fund, LTD

                 

                By:  Chatham
      Asset Management, LLC Investment Advisor

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:         /s/
      Kevin O’Malley

              
	 
      	
                Name:              
      Kevin O’Malley

              
	 
      	
                Title:                Member

              


      

      



      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                Contrarian
      Funds LLC

                By
      Contrarian Capital Management L.L.C. as manager, as a
    Lender

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:         /s/
      Janice M. Stanton

              
	 
      	
                Name:              Janice
      M. Stanton

              
	 
      	
                Title:                Member

              


      

      



      
        
          
            [Restructuring
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                Atrium
      V, as a Lender

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:         /s/
      Linda R. Karn

              
	 
      	
                Name:              Linda
      R. Karn

              
	 
      	
                Title:                Authorized
      Signatory

              


      

      



      
        
          
            [Restructuring
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                Atrium
      VI, as a Lender

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:         /s/
      Linda R. Karn

              
	 
      	
                Name:              Linda
      R. Karn

              
	 
      	
                Title:               Authorized
      Signatory

              


      

      



      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                Cadogan
      Square CLO II B.V. as a Lender

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:         /s/
      Roberta Girard

              
	 
      	
                Name:              Roberta
      Girard

              
	 
      	
                Title:               Vice
      President

              


      

      


      
        	 
      	 
      
	 
      	
                By:         /s/
      Daragh Murphy

              
	 
      	
                Name:              Daragh
      Murphy

              
	 
      	
                Title:               Vice
      President

              
	 
      	 
      
	 
      	 
      


      

      



      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                Cadogan
      Square CLO III B.V. as a Lender

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:         /s/
      Roberta Girard

              
	 
      	
                Name:              Roberta
      Girard

              
	 
      	
                Title:               Vice
      President

              


      

      


      
        	 
      	 
      
	 
      	
                By:         /s/
      Daragh Murphy

              
	 
      	
                Name:              Daragh
      Murphy

              
	 
      	
                Title:               Vice
      President

              
	 
      	 
      
	 
      	 
      


      

      



      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                Cadogan
      Square CLO IV B.V. as a Lender

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:         /s/
      Roberta Girard

              
	 
      	
                Name:              Roberta
      Girard

              
	 
      	
                Title:                 Vice
      President

              


      

      


      
        	 
      	 
      
	 
      	
                By:         /s/
      Daragh Murphy

              
	 
      	
                Name:              Daragh
      Murphy

              
	 
      	
                Title:                 Vice
      President

              
	 
      	 
      
	 
      	 
      


      

      



      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                Castle
      Garden Funding, as a Lender

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:         /s/
      Linda R. Karn

              
	 
      	
                Name:              Linda
      R. Karn

              
	 
      	
                Title:               Authorized
      Signatory

              


      

      



      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                Credit
      Suisse Syndicated Loan Fund, as a Lender

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:         /s/
      Linda R. Karn

              
	 
      	
                Name:              Linda
      R. Karn

              
	 
      	
                Title:                Authorized
      Signatory

              


      

      



      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                CSAM
      Funding III, as a Lender

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:         /s/
      Linda R. Karn

              
	 
      	
                Name:              Linda
      R. Karn

              
	 
      	
                Title:                Authorized
      Signatory

              


      

      



      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                CSAM
      Funding IV, as a Lender

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:         /s/
      Linda R. Karn

              
	 
      	
                Name:              Linda
      R. Karn

              
	 
      	
                Title:                Authorized
      Signatory

              


      

      



      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                Madison
      Park Funding I, Ltd., as a Lender

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:         /s/
      Linda R. Karn

              
	 
      	
                Name:              Linda
      R. Karn

              
	 
      	
                Title:                Authorized
      Signatory

              


      

      



      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                Madison
      Park Funding II, Ltd., as a Lender

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:         /s/
      Linda R. Karn

              
	 
      	
                Name:              Linda
      R. Karn

              
	 
      	
                Title:                Authorized
      Signatory

              


      

      



      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                Madison
      Park Funding III, Ltd., as a Lender

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:         /s/
      Linda R. Karn

              
	 
      	
                Name:              Linda
      R. Karn

              
	 
      	
                Title:               Authorized
      Signatory

              


      

      



      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                Madison
      Park Funding IV, Ltd., as a Lender

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:         /s/
      Linda R. Karn

              
	 
      	
                Name:              Linda
      R. Karn

              
	 
      	
                Title:                Authorized
      Signatory

              


      

      



      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                Madison
      Park Funding V, Ltd., as a Lender

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:         /s/
      Linda R. Karn

              
	 
      	
                Name:              Linda
      R. Karn

              
	 
      	
                Title:                Authorized
      Signatory

              


      

      



      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                Madison
      Park Funding VI, Ltd., as a Lender

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:         /s/
      Linda R. Karn

              
	 
      	
                Name:              Linda
      R. Karn

              
	 
      	
                Title:               Authorized
      Signatory

              


      

      



      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                Credit
      Suisse Loan Funding LLC, as a Lender

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:         /s/
      Robert Healey

              
	 
      	
                Name:              Robert
      Healey

              
	 
      	
                Title:                Director

              


      

      


      
        	 
      	 
      
	 
      	
                By:         /s/
      Ronald Gotz

              
	 
      	
                Name:              Ronald
      Gotz

              
	 
      	
                Title:                 Authorized
      Signatory

              
	 
      	 
      
	 
      	 
      


      

      


      



      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                DK
      Acquisition Partners, L.P., as a Lender

                 

                By:  M.H.
      Davidson & Co., Its General Partner

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:         /s/
      Avi Friedman

              
	 
      	
                Name:              Avi
      Friedman

              
	 
      	
                Title:                 General
      Partner

              


      

      



      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                Eaton
      Vance CDO IX Ltd., as a Lender

                 

                By:  Eaton
      Vance Management as Investment Advisor

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:         /s/
      Craig P. Russ

              
	 
      	
                Name:              Craig
      P. Russ

              
	 
      	
                Title:                Vice
      President

              


      

      



      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                Eaton
      Vance CDO VIII, Ltd., as a Lender

                 

                By:  Eaton
      Vance Management as Investment Advisor

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:         /s/
      Craig P. Russ

              
	 
      	
                Name:              Craig
      P. Russ

              
	 
      	
                Title:               Vice
      President

              


      

      



      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                Eaton
      Vance CDO X PLC, as a Lender

                 

                By:  Eaton
      Vance Management as Investment Advisor

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:         /s/
      Craig P. Russ

              
	 
      	
                Name:              Craig
      P. Russ

              
	 
      	
                Title:                Vice
      President

              


      

      



      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                Eaton
      Vance Floating-Rate Income Trust, as a Lender

                 

                By:  Eaton
      Vance Management as Investment Advisor

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:         /s/
      Craig P. Russ

              
	 
      	
                Name:              Craig
      P. Russ

              
	 
      	
                Title:                 Vice
      President

              


      

      



      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                Grayson
      & Co., as a Lender

                 

                By:  Boston
      Management and Research as Investment Advisor

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:         /s/
      Craig P. Russ

              
	 
      	
                Name:              Craig
      P. Russ

              
	 
      	
                Title:                                                  Vice
      President

              


      

      



      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                Eaton
      Vance Institutional Senior Loan Fund, as a Lender

                 

                By:  Eaton
      Vance Management as Investment Advisor

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:         /s/
      Craig P. Russ

              
	 
      	
                Name:              Craig
      P. Russ

              
	 
      	
                Title:                                                  Vice
      President

              


      

      


      



      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                Eaton
      Vance Limited Duration Income Fund, as a Lender

                 

                By:  Eaton
      Vance Management as Investment Advisor

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:         /s/
      Craig P. Russ

              
	 
      	
                Name:              Craig
      P. Russ

              
	 
      	
                Title:                                                  Vice
      President

              


      

      



      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                Eaton
      Vance Loss Opportunities Fund, LTD., as a Lender

                 

                By:  Eaton
      Vance Management as Investment Advisor

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:         /s/
      Craig P. Russ

              
	 
      	
                Name:              Craig
      P. Russ

              
	 
      	
                Title:                                                  Vice
      President

              


      

      



      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                Eaton
      Vance Medallion Floating-Rate Income Portfolio, as a Lender

                 

                By:  Eaton
      Vance Management as Investment Advisor

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:         /s/
      Craig P. Russ

              
	 
      	
                Name:              Craig
      P. Russ

              
	 
      	
                Title:                                                  Vice
      President

              


      

      



      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                Senior
      Debt Portfolio, as a Lender

                 

                By:  Boston
      Management and Research as Investment Advisor

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:         /s/
      Craig P. Russ

              
	 
      	
                Name:              Craig
      P. Russ

              
	 
      	
                Title:                                                  Vice
      President

              


      

      



      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                Eaton
      Vance Short Duration Diversified Income Fund, as a Lender

                 

                By:  Eaton
      Vance Management as Investment Advisor

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:         /s/
      Craig P. Russ

              
	 
      	
                Name:              Craig
      P. Russ

              
	 
      	
                Title:                                                  Vice
      President

              


      

      



      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                Eaton
      Vance VT Floating-Rate Income Fund, as a Lender

                 

                By:  Eaton
      Vance Management as Investment Advisor

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:         /s/
      Craig P. Russ

              
	 
      	
                Name:              Craig
      P. Russ

              
	 
      	
                Title:                                                  Vice
      President

              


      

      



      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                THE
      NORINCHUKIN BANK, NEW YORK BRANCH, through State Street Bank and Trust
      Company N.A. as Fiduciary Custodian, as a Lender

                 

                By:  Eaton
      Vance Management, Attorney-in-Fact

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:         /s/
      Craig P. Russ

              
	 
      	
                Name:              Craig
      P. Russ

              
	 
      	
                Title:                                                  Vice
      President

              


      

      



      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                Eaton
      Vance Senior Income Trust, as a Lender

                 

                By:  Eaton
      Vance Management As Investment Advisor

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:         /s/
      Craig P. Russ

              
	 
      	
                Name:              Craig
      P. Russ

              
	 
      	
                Title:                                                  Vice
      President

              


      

      



      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                General
      Electric Capital Corporation, as a Lender

                 

                Consenting
      Lender:  Media, Communications and Entertainment, a division of
      Sponsor Finance, a business segment of General Electric Capital
      Corporation

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:         /s/
      Jason Soto

              
	 
      	
                Name:              Jason
      Soto

              
	 
      	
                Title:                                                  Duly
      Authorized Signatory

              


      

      



      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                GN3
      SIP Limited

                 

                By:  GoldenTree
      Asset Management, LP, as a Lender

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:         /s/
      Karen Weber

              
	 
      	
                Name:              Karen
      Weber

              
	 
      	
                Title:                                                  Director
      - Bank Debt

              


      

      



      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                GoldenTree
      2004 Trust

                 

                By:  GoldenTree
      Asset Management, LP, as a Lender

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:         /s/
      Karen Weber

              
	 
      	
                Name:              Karen
      Weber

              
	 
      	
                Title:                                                  Director
      - Bank Debt

              


      

      



      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                GoldenTree
      Credit Opportunities Financing I, Limited

                 

                By:  GoldenTree
      Asset Management, LP, as a Lender

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:         /s/
      Karen Weber

              
	 
      	
                Name:              Karen
      Weber

              
	 
      	
                Title:                                                  Director
      - Bank Debt

              


      

      



      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                GoldenTree
      Credit Opportunities Master Fund, Ltd.

                 

                By:  GoldenTree
      Asset Management, LP, as a Lender

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:         /s/
      Karen Weber

              
	 
      	
                Name:              Karen
      Weber

              
	 
      	
                Title:                                                  Director
      – Bank Debt

              


      

      



      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                GoldenTree
      Credit Opportunities Second Financing, Limited

                 

                By:  GoldenTree
      Asset Management, LP, as a Lender

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:         /s/
      Karen Weber

              
	 
      	
                Name:              Karen
      Weber

              
	 
      	
                Title:                                                  Director
      - Bank Debt

              


      

      



      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                GoldenTree
      European Financing B.V.

                 

                By:  GoldenTree
      Asset Management UK LLP, as a shareholder of RDA Holding
    Co.

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:         /s/
      Karen Weber

              
	 
      	
                Name:              Karen
      Weber

              
	 
      	
                Title:                                                  Director
      - Bank Debt

              


      

      



      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                GoldenTree
      Leverage Loan Financing I, Limited

                 

                By:  GoldenTree
      Leverage Loan Manager, LLC, as a Lender

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:         /s/
      Karen Weber

              
	 
      	
                Name:              Karen
      Weber

              
	 
      	
                Title:                                                  Director
      - Bank Debt

              


      

      



      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                GoldenTree
      Loan Opportunities III, Limited

                 

                By:  GoldenTree
      Asset Management, LP, as a Lender

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:         /s/
      Karen Weber

              
	 
      	
                Name:              Karen
      Weber

              
	 
      	
                Title:                                                  Director
      - Bank Debt

              


      

      



      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                GoldenTree
      Loan Opportunities IV, Limited

                 

                By:  GoldenTree
      Asset Management, LP, as a Lender

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:         /s/
      Karen Weber

              
	 
      	
                Name:              Karen
      Weber

              
	 
      	
                Title:                                                  Director
      - Bank Debt

              


      

      



      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                GoldenTree
      Loan Opportunities V, Limited

                 

                By:  GoldenTree
      Asset Management, LP, as a Lender

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:         /s/
      Karen Weber

              
	 
      	
                Name:              Karen
      Weber

              
	 
      	
                Title:                                                  Director
      - Bank Debt

              


      

      



      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                Laurelin
      II B. V

                 

                By:  GoldenTree
      Asset Management, LP, as a Lender

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:         /s/
      Karen Weber

              
	 
      	
                Name:              Karen
      Weber

              
	 
      	
                Title:                                                  Director
      - Bank Debt

              


      

      



      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                NCM
      GT 2008-2 LLC, as a Lender

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:         /s/
      James D. Jones

              
	 
      	
                Name:              James
      D. Jones

              
	 
      	
                Title:                                                  Authorized
      Signatory

              


      

      



      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                ING
      International (II) Senior Bank Loans USD, as a Lender

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:         /s/Mohamed
      Basma

              
	 
      	
                Name:              Mohamed
      Basma

              
	 
      	
                Title:                                                  
      Vice President

              


      

      



      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                ING
      Investment Management CLO I, Ltd., as a Lender

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:         /s/Mohamed
      Basma

              
	 
      	
                Name:              Mohamed
      Basma

              
	 
      	
                Title:                                                  
      Vice President

              


      

      



      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                ING
      International II Senior Bank Loans Euro, as a Lender

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:         /s/Mohamed
      Basma

              
	 
      	
                Name:              Mohamed
      Basma

              
	 
      	
                Title:                                                  
      Vice President

              


      

      



      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                ING
      Investment Management CLO II, Ltd., as a Lender

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:         /s/Mohamed
      Basma

              
	 
      	
                Name:              Mohamed
      Basma

              
	 
      	
                Title:                                                  
      Vice President

              


      

      



      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                ING
      Investment Management CLO III, Ltd., as a Lender

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:         /s/Mohamed
      Basma

              
	 
      	
                Name:              Mohamed
      Basma

              
	 
      	
                Title:                                                  
      Vice President

              


      

      



      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                ING
      Investment Management CLO IV, Ltd., as a Lender

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:         /s/Mohamed
      Basma

              
	 
      	
                Name:              Mohamed
      Basma

              
	 
      	
                Title:                                                  
      Vice President

              


      

      



      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                ING
      Investment Management CLO V, Ltd., as a Lender

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:         /s/Mohamed
      Basma

              
	 
      	
                Name:              Mohamed
      Basma

              
	 
      	
                Title:                                                  
      Vice President

              


      

      



      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                ING
      Prime Rate Trust, as a Lender

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:         /s/Mohamed
      Basma

              
	 
      	
                Name:              Mohamed
      Basma

              
	 
      	
                Title:                                                  
      Vice President

              


      

      



      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                ING
      Senior Income Fund, as a Lender

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:         /s/Mohamed
      Basma

              
	 
      	
                Name:              Mohamed
      Basma

              
	 
      	
                Title:                                                  
      Vice President

              


      

      



      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                JPMorgan
      Chase Bank, N.A., as a Lender

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:         /s/
      Elizabeth Kelley

              
	 
      	
                Name:              Elizabeth
      Kelley

              
	 
      	
                Title:                                                  Managing
      Director

              


      

      


      



      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                Merrill
      Lynch Capital Corporation, as a Lender

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:         /s/
      Stephen J. Quine

              
	 
      	
                Name:              Stephen
      J. Quine

              
	 
      	
                Title:                                                  Vice
      President

              


      

      



      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                Clydesdale
      CLO 2006, Ltd., as a Lender

                 

                By:  Nomura
      Corporate Research and Asset Management Inc. as Investment
      Manager

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:         /s/
      Robert Hoffman

              
	 
      	
                Name:              Robert
      Hoffman

              
	 
      	
                Title:                                                  Executive
      Director

              


      

      



      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                Clydesdale
      CLO 2007, Ltd., as a Lender

                 

                By:  Nomura
      Corporate Research and Asset Management Inc. as Investment
      Manager

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:         /s/
      Robert Hoffman

              
	 
      	
                Name:              Robert
      Hoffman

              
	 
      	
                Title:                                                  Executive
      Director

              


      

      



      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                Nomura
      Bond & Loan Fund, as a Lender

                 

                By:  Mitsubishi
      UFJ Trust & Banking Corporation as Trustee

                 

                By:  Nomura
      Corporate Research and Asset Management Inc. Attorney in
    Fact

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:         /s/
      Robert Hoffman

              
	 
      	
                Name:              Robert
      Hoffman

              
	 
      	
                Title:                                                  Executive
      Director

              


      

      


      



      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                NCRAM
      Senior Loan Trust 2005, as a Lender

                 

                By:  Nomura
      Corporate Research and Asset Management Inc. as Investment
      Manager

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:         /s/
      Robert Hoffman

              
	 
      	
                Name:              Robert
      Hoffman

              
	 
      	
                Title:                                                  Executive
      Director

              


      

      


      



      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                Primus
      CLO I, Ltd., as a Lender

                 

                By:
      Primus Asset Management Its Collateral Manager

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:         /s/N.
      J. Campbell, Jr.

              
	 
      	
                Name:              N.
      J. Campbell, Jr.

              
	 
      	
                Title:                                                  Portfolio
      Manager

              


      

      



      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                Cavalry
      CLO I, LTD., as a Lender

                 

                By:  Regiment
      Capital Management LLC as its Investment Advisor

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:         /s/
      Mark Brostowski

              
	 
      	
                Name:              Mark
      Brostowski

              
	 
      	
                Title:                                                  Partner

              


      

      



      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                Grand
      Central Asset Trust REG Series, as a Lender

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:         /s/
      Adam Jacobs

              
	 
      	
                Name:              Adam
      Jacobs

              
	 
      	
                Title:                                                  Attorney-in-Fact

              


      

      



      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                PRESIDENT
      & FELLOWS OF HARVARD COLLEGE, as a Lender

                 

                By:  Regiment
      Capital Management, LLC as its Investment Advisor

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:         /s/
      Mark Brostowski

              
	 
      	
                Name:              Mark
      Brostowski

              
	 
      	
                Title:                                                  Partner

              


      

      


      



      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                REGIMENT
      CAPITAL LTD., as a Lender

                 

                By:  Regiment
      Capital Management, LLC as its Investment Advisor

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:         /s/
      Mark Brostowski

              
	 
      	
                Name:              Mark
      Brostowski

              
	 
      	
                Title:                                                  Partner

              


      

      


      



      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                XL
      Investment Management Ltd., as a Lender

                 

                By:  Regiment
      Capital Management, LLC as its Investment Advisor

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:         /s/
      Mark Brostowski

              
	 
      	
                Name:              Mark
      Brostowski

              
	 
      	
                Title:                                                  Partner

              


      

      



      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                Cornerstone
      CLO Ltd., as a Lender

                 

                By:  Stone
      Tower Debt Advisors LLC as its Collateral Manager

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:

              
	 
      	
                Name:

              
	 
      	
                Title:                                                  Authorized
      Signatory

              


      

      



      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                Rampart
      CLO 2007 Ltd., as a Lender

                 

                By:  Stone
      Tower Debt Advisors LLC as its Collateral Manager

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:

              
	 
      	
                Name:

              
	 
      	
                Title:                                                  Authorized
      Signatory

              


      

      



      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                Stone
      Tower CLO VII Ltd., as a Lender

                 

                By:  Stone
      Tower Debt Advisors LLC as its Collateral Manager

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:

              
	 
      	
                Name:

              
	 
      	
                Title:                                                  Authorized
      Signatory

              


      

      



      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                Stone
      Tower CLO VIII Ltd., as a Lender

                 

                By:  Stone
      Tower Debt Advisors LLC as its Collateral Manager

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:

              
	 
      	
                Name:

              
	 
      	
                Title:                                                  Authorized
      Signatory

              


      

      


      



      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                Trimaran
      CLO VII Ltd.

                 

                By:  Trimaran
      Advisors, L.L.C., as a Lender

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:         /s/
      Dominick J. Mazzitelli

              
	 
      	
                Name:              Dominick
      J. Mazzitelli

              
	 
      	
                Title:                                                  Managing
      Director

              


      

      



      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                Foothill
      CLO I, Ltd.

                 

                By:  The
      Foothill Group, Inc., as attorney-in-fact, as a Lender

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:         /s/
      Greg Apkarian

              
	 
      	
                Name:              Greg
      Apkarian

              
	 
      	
                Title:                                                  Managing
      Member

              


      

      



      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                The
      Foothill Group, Inc., as a Lender

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:         /s/
      Greg Apkarian

              
	 
      	
                Name:              Greg
      Apkarian

              
	 
      	
                Title:                                                  V.P.

              


      

      


      


      
        	 
      	
                Genesis
      CLO 2007-2 LTD, as a Lender

              
	 
      	 
      
	 
      	
                By:  LLCP
      Advisors LLC as Collateral Manager

                 

              
	 
      	
                By:         /s/
      Tejs Broberg

              
	 
      	
                Name:              Tejs
      Broberg

              
	 
      	
                Title:                                                  
      Vice President

              


      

      


       


      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      


       

      
        	 
      	
                Trimaran
      CLO VII Ltd

              
	 
      	 
      
	 
      	
                By:  Trimaran
      Advisors, L.L.C., as a Lender

                 

              
	 
      	
                By:         /s/
      Dominick J. Mazzitelli

              
	 
      	
                Name:              
      Dominick J. Mazzitelli

              
	 
      	
                Title:                                                  
      Managing Director

              


      

      


       


      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      Please
sign in the space provided below to indicate your agreement and consent to the
terms hereof.

       

      


       

      
        	 
      	
                GOLDENTREE
      MULTISTRAGETY FINANCING, LTD.

              
	 
      	 
      
	 
      	
                By:  GoldenTree
      Asset Management, LP, as a shareholder of RDA Holding Co

                 

              
	 
      	
                By:         /s/
      Karen Weber

              
	 
      	
                Name:              
      Karen Weber

              
	 
      	
                Title:                                                  
      Director – Bank Debt

              


      

      


       

      



      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      Please
sign in the space provided below to indicate your agreement and consent to the
terms hereof.

       

      
        	 
      	
                GOLDENTREE
      CREDIT OPPORTUNITIES FINANCING I, LTD.

              
	 
      	 
      
	 
      	
                By:  GoldenTree
      Asset Management, LP, as a shareholder of RDA Holding Co

                 

              
	 
      	
                By:         /s/
      Karen Weber

              
	 
      	
                Name:              
      Karen Weber

              
	 
      	
                Title:                                                  
      Director – Bank Debt

              


      


      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      Please
sign in the space provided below to indicate your agreement and consent to the
terms hereof.

       

      
        	 
      	
                GOLDENTREE
      HIGH YIELD VALUE MASTER FUND, LP

              
	 
      	 
      
	 
      	
                By:  GoldenTree
      Asset Management, LP, as a shareholder of RDA Holding Co

                 

              
	 
      	
                By:         /s/
      Karen Weber

              
	 
      	
                Name:              
      Karen Weber

              
	 
      	
                Title:                                                  
      Director – Bank Debt

              


      


      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      Please
sign in the space provided below to indicate your agreement and consent to the
terms hereof.

       

      
        	 
      	
                GOLDENTREE
      PARTNERS, LP

              
	 
      	 
      
	 
      	
                By:  GoldenTree
      Asset Management, LP, as a shareholder of RDA Holding Co

                 

              
	 
      	
                By:         /s/
      Karen Weber

              
	 
      	
                Name:              
      Karen Weber

              
	 
      	
                Title:                                                  
      Director – Bank Debt

              


      


      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      Please
sign in the space provided below to indicate your agreement and consent to the
terms hereof.

       

      
        	 
      	
                GOLDENTREE
      PARTNERS (100), LP

              
	 
      	 
      
	 
      	
                By:  GoldenTree
      Asset Management, LP, as a shareholder of RDA Holding Co

                 

              
	 
      	
                By:         /s/
      Karen Weber

              
	 
      	
                Name:              
      Karen Weber

              
	 
      	
                Title:                                                  
      Director – Bank Debt

              


      


      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      Please
sign in the space provided below to indicate your agreement and consent to the
terms hereof.

       

      
        	 
      	
                GOLDENTREE
      OFFSHORE FUND, LTD.

              
	 
      	 
      
	 
      	
                By:  GoldenTree
      Asset Management, LP, as a shareholder of RDA Holding Co

                 

              
	 
      	
                By:         /s/
      Karen Weber

              
	 
      	
                Name:              
      Karen Weber

              
	 
      	
                Title:                                                  
      Director – Bank Debt

              


      


      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      Please
sign in the space provided below to indicate your agreement and consent to the
terms hereof.

       

      
        	 
      	
                GOLDENTREE
      EUROPEAN FINANCING B.V.

              
	 
      	 
      
	 
      	
                By:  GoldenTree
      Asset Management UK LLP, as a shareholder of RDA Holding Co

                 

              
	 
      	
                By:         /s/
      Karen Weber

              
	 
      	
                Name:              
      Karen Weber

              
	 
      	
                Title:                                                  
      Director – Bank Debt

              


      


      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      Please
sign in the space provided below to indicate your agreement and consent to the
terms hereof.

       

      
        	 
      	
                GSO
      SPECIAL SITUATIONS OVERSEAS FUND LTD.

              
	 
      	 
      
	 
      	
                By:  GSO
      Capital Partners LP, its investment advisor

                 

              
	 
      	
                By:         /s/
      Christopher H. Sullivan

              
	 
      	
                Name:              
      Christopher H. Sullivan

              
	 
      	
                Title:                                                  
      Authorized Signatory

              


      


      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      Please
sign in the space provided below to indicate your agreement and consent to the
terms hereof.

       

      
        	 
      	
                GSO
      CREDIT OPPORTINITIES FUND (HELIOS), L.P.

              
	 
      	 
      
	 
      	
                By:  GSO
      Capital Partners LP, its investment advisor

                 

              
	 
      	
                By:         /s/
      Christopher H. Sullivan

              
	 
      	
                Name:              
      Christopher H. Sullivan

              
	 
      	
                Title:                                                  
      Authorized Signatory

              


      

      


       


      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      Please
sign in the space provided below to indicate your agreement and consent to the
terms hereof.

       

      
        	 
      	
                GSO
      SPECIAL SITUATIONS FUND L.P.

              
	 
      	 
      
	 
      	
                By:  GSO
      Capital Partners LP, its investment advisor

                 

              
	 
      	
                By:         /s/
      Christopher H. Sullivan

              
	 
      	
                Name:              
      Christopher H. Sullivan

              
	 
      	
                Title:                                                  
      Authorized Signatory

              


      

      


       

      


       


      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      Please
sign in the space provided below to indicate your agreement and consent to the
terms hereof.

       

      
        	 
      	
                MERRILL
      LYNCH CAPITAL CORPORATION

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:         /s/
      Jack Purcell

              
	 
      	
                Name:              
      Jack Purcell

              
	 
      	
                Title:                                                  Vice
      President & Authorized
Signatory

              


      


      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      Please
sign in the space provided below to indicate your agreement and consent to the
terms hereof.

       

      
        	 
      	
                SOLAR
      CAPITAL LLC

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:         /s/
      Michael Gross

              
	 
      	
                Name:              
      Michael Gross

              
	 
      	
                Title:                                                  Authorized
      Signatory

              


      


      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      Please
sign in the space provided below to indicate your agreement and consent to the
terms hereof.

       

      
        	 
      	
                DLJ
      INVESTMENT PARTNERS, L.P.

              
	 
      	 
      
	 
      	
                By:  DLJ
      Investment Partners II, Inc., its General Partner

                 

              
	 
      	
                By:         /s/
      Doug M. Ladden

              
	 
      	
                Name:              
      Doug M. Ladden

              
	 
      	
                Title:                                                  
      Principal

              


      


      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      Please
sign in the space provided below to indicate your agreement and consent to the
terms hereof.

       

      
        	 
      	
                DLJ
      INVESTMENT PARTNERS II, L.P.

              
	 
      	 
      
	 
      	
                By:  DLJ
      Investment Partners II, Inc., its Managing General Partner

                 

              
	 
      	
                By:         /s/
      Doug M. Ladden

              
	 
      	
                Name:              
      Doug M. Ladden

              
	 
      	
                Title:                                                  
      Principal

              


      


      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      Please
sign in the space provided below to indicate your agreement and consent to the
terms hereof.

       

      
        	 
      	
                DLJIP
      HOLDINGS, L.P.

              
	 
      	 
      
	 
      	
                By:  DLJ
      Investment Partners II, Inc., its General Partner

                 

              
	 
      	
                By:         /s/
      Doug M. Ladden

              
	 
      	
                Name:              
      Doug M. Ladden

              
	 
      	
                Title:                                                  
      Principal

              


      


      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      Please
sign in the space provided below to indicate your agreement and consent to the
terms hereof.

       

      
        	 
      	
                DLJ
      MERCHANT BANKING PARTNERS II, L.P.

              
	 
      	 
      
	 
      	
                By:  DLJ
      Merchant Banking II, Inc., its Managing General Partner

                 

              
	 
      	
                By:         /s/
      William L. Spiro

              
	 
      	
                Name:              
      William L. Spiro

              
	 
      	
                Title:                                                  
      Vice President

              


      


      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      Please
sign in the space provided below to indicate your agreement and consent to the
terms hereof.

       

      
        	 
      	
                DLJ
      MERCHANT BANKING PARTNERS II-A, L.P.

              
	 
      	 
      
	 
      	
                By:  DLJ
      Merchant Banking II, Inc., its Managing General Partner

                 

              
	 
      	
                By:         /s/
      William L. Spiro

              
	 
      	
                Name:              
      William L. Spiro

              
	 
      	
                Title:                                                  
      Vice President

              


      


      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      Please
sign in the space provided below to indicate your agreement and consent to the
terms hereof.

       

      
        	 
      	
                DLJ
      OFFSHORE PARTNERS II, C.V.

              
	 
      	 
      
	 
      	
                By:  DLJ
      Merchant Banking II, Inc., its Advisory General Partner

                 

              
	 
      	
                By:         /s/
      William L. Spiro

              
	 
      	
                Name:              
      William L. Spiro

              
	 
      	
                Title:                                                  
      Vice President

              


      


      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      Please
sign in the space provided below to indicate your agreement and consent to the
terms hereof.

       

      
        	 
      	
                DLJ
      DIVERSIFIED PARTNERS, L.P.

              
	 
      	 
      
	 
      	
                By:  DLJ
      Diversified Partners, Inc., its Managing General Partner

                 

              
	 
      	
                By:         /s/
      Doug M. Ladden

              
	 
      	
                Name:              
      Doug M. Ladden

              
	 
      	
                Title:                                                  
      Principal

              


      


      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      Please
sign in the space provided below to indicate your agreement and consent to the
terms hereof.

       

      
        	 
      	
                DLJ
      DIVERSIFIED PARTNERS-A, L.P.

              
	 
      	 
      
	 
      	
                By:  DLJ
      Diversified Partners, Inc., its Managing General Partner

                 

              
	 
      	
                By:         /s/
      Doug M. Ladden

              
	 
      	
                Name:              
      Doug M. Ladden

              
	 
      	
                Title:                                                  
      Principal

              


      


      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      Please
sign in the space provided below to indicate your agreement and consent to the
terms hereof.

       

      
        	 
      	
                DLJ
      MB FUNDING  II, INC.

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:         /s/
      William L. Spiro

              
	 
      	
                Name:              
      William L. Spiro

              
	 
      	
                Title:                                                  
      Vice President

              


      


      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      Please
sign in the space provided below to indicate your agreement and consent to the
terms hereof.

       

      
        	 
      	
                DLJ
      MILLENIUM PARTNERS, L.P.

              
	 
      	 
      
	 
      	
                By:  DLJ
      Merchant Banking II, Inc., its Managing General Partner

                 

              
	 
      	
                By:         /s/
      William L. Spiro

              
	 
      	
                Name:              
      William L. Spiro

              
	 
      	
                Title:                                                  
      Vice President

              


      


      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      Please
sign in the space provided below to indicate your agreement and consent to the
terms hereof.

       

      
        	 
      	
                DLJ
      MILLENIUM PARTNERS-A, L.P.

              
	 
      	 
      
	 
      	
                By:  DLJ
      Merchant Banking II, Inc., its Managing General Partner

                 

              
	 
      	
                By:         /s/
      William L. Spiro

              
	 
      	
                Name:              
      William L. Spiro

              
	 
      	
                Title:                                                  
      Vice President

              


      


      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      Please
sign in the space provided below to indicate your agreement and consent to the
terms hereof.

       

      
        	 
      	
                DLJ
      EAB PARTNERS, L.P.

              
	 
      	 
      
	 
      	
                By:  DLJ
      LBO Plans Management Corporation, Inc., its General Partner

                 

              
	 
      	
                By:         /s/
      William L. Spiro

              
	 
      	
                Name:              
      William L. Spiro

              
	 
      	
                Title:                                                  
      Vice President

              


      


      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      Please
sign in the space provided below to indicate your agreement and consent to the
terms hereof.

       

      
        	 
      	
                DLJ
      ESC II, L.P.

              
	 
      	 
      
	 
      	
                By:  DLJ
      LBO Plans Management Corporation, Inc., its General Partner

                 

              
	 
      	
                By:         /s/
      William L. Spiro

              
	 
      	
                Name:              
      William L. Spiro

              
	 
      	
                Title:                                                  
      Vice President

              


      


      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      Please
sign in the space provided below to indicate your agreement and consent to the
terms hereof.

       

      
        	 
      	
                DLJ
      FIRST ESC, L.P.

              
	 
      	 
      
	 
      	
                By:  DLJ
      LBO Plans Management Corporation, Inc., its Managing General
      Partner

                 

              
	 
      	
                By:         /s/
      William L. Spiro

              
	 
      	
                Name:              
      William L. Spiro

              
	 
      	
                Title:                                                  
      Vice President

              


      

      


       

      AND

       

      
        	 
      	 
      
	 
      	 
      
	 
      	
                By:  DLJ
      LBO Plans Management Corporation II, Inc., its Special General
      Partner

                 

              
	 
      	
                By:         /s/
      William L. Spiro

              
	 
      	
                Name:              
      William L. Spiro

              
	 
      	
                Title:                                                  
      Vice President

              


      

      


       

      


       


      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      Please
sign in the space provided below to indicate your agreement and consent to the
terms hereof.

       

      
        	 
      	
                THE
      NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:         /s/
      Howard Stern

              
	 
      	
                Name:              
      Howard Stern

              
	 
      	
                Title:                                                  
      Authorized Representative

              


      


      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      Please
sign in the space provided below to indicate your agreement and consent to the
terms hereof.

       

      
        	 
      	
                ARES
      LEVERAGED INVESTMENT FUND II, L.P.

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:         /s/
      Americo Cascella

              
	 
      	
                Name:              
      Americo Cascella

              
	 
      	
                Title:                                                  
      Authorized Signatory

              


      


      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      Please
sign in the space provided below to indicate your agreement and consent to the
terms hereof.

       

      
        	 
      	
                ARES
      LEVERAGED INVESTMENT FUND, L.P.

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:         /s/
      Americo Cascella

              
	 
      	
                Name:              
      Americo Cascella

              
	 
      	
                Title:                                                  
      Authorized Signatory

              


      


      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      Please
sign in the space provided below to indicate your agreement and consent to the
terms hereof.

       

      
        	 
      	
                W
      CAPITAL PARTNERS, L.P.

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:         /s/
      Stephen Wertheimer

              
	 
      	
                Name:              
      Stephen Wertheimer

              
	 
      	
                Title:                                                  
      Managing Director

              


      


      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      Please
sign in the space provided below to indicate your agreement and consent to the
terms hereof.

       

      
        	 
      	
                STARR
      INTERNATIONAL USA INVESTMENTS LLC.

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:         /s/
      Michael J. Horvath

              
	 
      	
                Name:              
      Michael J. Horvath

              
	 
      	
                Title:                                                  
      Associate Counsel

              


      


      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      Please
sign in the space provided below to indicate your agreement and consent to the
terms hereof.

       

      
        	 
      	
                C.V.
      STARR & CO., INC.

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:         /s/
      Michael J. Horvath

              
	 
      	
                Name:              
      Michael J. Horvath

              
	 
      	
                Title:                                                  
      Associate Counsel

              
	 
      	 
      
	 
      	 
      
	 
      	 
      


      


      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      Please
sign in the space provided below to indicate your agreement and consent to the
terms hereof.

       

      
        	 
      	
                NORTHWOODS
      CAPITAL VI, LIMITED

              
	 
      	 
      
	 
      	
                By:
      Angelo Gordon & Co., L.P., as Collateral Manager

              
	 
      	 
      
	 
      	
                By:         /s/
      Bruce Martin

              
	 
      	
                Name:              
      Bruce Martin

              
	 
      	
                Title:                                                  
      Managing Director

              
	 
      	 
      
	 
      	 
      
	 
      	 
      


      

      



      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      Please
sign in the space provided below to indicate your agreement and consent to the
terms hereof.

       

      
        	 
      	
                DEUTSCHE
      BANK AG NEW YORK BRANCH, as a Lender

              
	 
      	 
      
	 
      	
                By:
      DB Services New Jersey, Inc.

              
	 
      	 
      
	 
      	
                By:         /s/
      Angeline Quiniana

              
	 
      	
                Name:              
      Angeline Quiniana

              
	 
      	
                Title:                                                  
      Assistant Vice President

              
	 
      	 
      
	 
      	
                By:         /s/
      Deidre D. Cesario

              
	 
      	
                Name:              
      Deidre D. Cesario

              
	 
      	
                Title:                                                  
      Assistant Vice President

              
	 
      	 
      


      

      



      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      Please
sign in the space provided below to indicate your agreement and consent to the
terms hereof.

       

      
        	 
      	
                CIFC
      FUNDING 2007-III, LTD, as a Lender

              
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	
                By:         /s/
      S. Vaccaro

              
	 
      	
                Name:              
      S. Vaccaro

              
	 
      	
                Title:                                                  
      Co-Chief Investment Officer

              
	 
      	 
      


      

      



      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      Please
sign in the space provided below to indicate your agreement and consent to the
terms hereof.

       

      
        	 
      	
                BIG
      SKY III SENIOR LOAN TRUST

              
	 
      	 
      
	 
      	
                By:
      Eaton Vance Management, as Investment Advisor

              
	 
      	 
      
	 
      	
                By:         /s/
      Craig P. Russ

              
	 
      	
                Name:              
      Craig P. Russ

              
	 
      	
                Title:                                                  
      Vice President

              
	 
      	 
      


      

      


       


      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      Please
sign in the space provided below to indicate your agreement and consent to the
terms hereof.

       

      
        	 
      	
                EATON
      VANCESENIOR FLOATING-RATE TRUST

              
	 
      	 
      
	 
      	
                By:
      Eaton Vance Management, as Investment Advisor

              
	 
      	 
      
	 
      	
                By:         /s/
      Craig P. Russ

              
	 
      	
                Name:              
      Craig P. Russ

              
	 
      	
                Title:                                                  
      Vice President

              
	 
      	 
      


      


      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      Please
sign in the space provided below to indicate your agreement and consent to the
terms hereof.

       

      
        	 
      	
                CDO
      VII PLC

              
	 
      	 
      
	 
      	
                By:
      Eaton Vance Management, as Interim Investment Advisor

              
	 
      	 
      
	 
      	
                By:         /s/
      Craig P. Russ

              
	 
      	
                Name:              
      Craig P. Russ

              
	 
      	
                Title:                                                  
      Vice President

              
	 
      	 
      


      

      



      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      


      Please
sign in the space provided below to indicate your agreement and consent to the
terms hereof.

       

      
        	 
      	
                AMERICAN
      INTERNATIONAL GROUP, INC.

              
	 
      	 
      
	 
      	
                By:
      AIG Global Investment Corp., its Investment Advisor

              
	 
      	 
      
	 
      	
                By:         /s/
      W. Jeffrey Baxter

              
	 
      	
                Name:              
      W. Jeffrey Baxter

              
	 
      	
                Title:                                                  
      Managing Director

              
	 
      	 
      


      

      


      
        	 
      	
                SATURN
      CLO, LTD.

              
	 
      	 
      
	 
      	
                By:
      AIG Global Investment Corp., its Collateral Manager

              
	 
      	 
      
	 
      	
                By:         /s/
      W. Jeffrey Baxter

              
	 
      	
                Name:              
      W. Jeffrey Baxter

              
	 
      	
                Title:                                                  
      Managing Director

              
	 
      	 
      


      

      


      
        	 
      	
                GALAXY
      V CLO, LTD.

              
	 
      	 
      
	 
      	
                By:
      AIG Global Investment Corp., its Collateral Manager

              
	 
      	 
      
	 
      	
                By:         /s/
      W. Jeffrey Baxter

              
	 
      	
                Name:              
      W. Jeffrey Baxter

              
	 
      	
                Title:                                                  
      Managing Director

              
	 
      	 
      


      

      


      


      
        	 
      	
                GALAXY
      VI CLO, LTD.

              
	 
      	 
      
	 
      	
                By:
      AIG Global Investment Corp., its Collateral Manager

              
	 
      	 
      
	 
      	
                By:         /s/
      W. Jeffrey Baxter

              
	 
      	
                Name:              
      W. Jeffrey Baxter

              
	 
      	
                Title:                                                  
      Managing Director

              


      

      


      


      
        	 
      	
                GALAXY
      VII CLO, LTD.

              
	 
      	 
      
	 
      	
                By:
      AIG Global Investment Corp., its Collateral Manager

              
	 
      	 
      
	 
      	
                By:         /s/
      W. Jeffrey Baxter

              
	 
      	
                Name:              
      W. Jeffrey Baxter

              
	 
      	
                Title:                                                  
      Managing Director

              


      

      


      


      
        	 
      	
                GALAXY
      VIII CLO, LTD.

              
	 
      	 
      
	 
      	
                By:
      AIG Global Investment Corp., its Collateral Manager

              
	 
      	 
      
	 
      	
                By:         /s/
      W. Jeffrey Baxter

              
	 
      	
                Name:              
      W. Jeffrey Baxter

              
	 
      	
                Title:                                                  
      Managing Director

              


      

      


      



      
        
          
            [Restructuring
Support Agreement - Consenting Lender]

          

           


        

        
           


          
            

          

        

        
           


        

      



     

     

    


    


    SCHEDULE
I

    


    Alex,
Inc.

    Allrecipes.com,
Inc.

    Ardee
Music Publishing, Inc.

    Christmas
Angels Productions, Inc.

    Compass
Learning, Inc.

    Direct
Entertainment Media Group, Inc.

    Direct
Holdings Americas, Inc.

    Direct
Holdings Custom Publishing Inc.

    Direct
Holdings Customer Service, Inc.

    Direct
Holdings Education Inc.

    Direct
Holdings Libraries Inc.

    Direct
Holdings U.S. Corp.

    Funk
& Wagnalls Yearbook Corp.

    Gareth
Stevens, Inc.

    Home
Service Publications, Inc.

    Pegasus
Asia Investments, Inc.

    Pegasus
Investment, Inc.

    Pegasus
Sales, Inc.

    Pleasantville
Music Publishing, Inc.

    R.D.
Manufacturing Corporation

    RD Large
Edition, Inc.

    RD
Publications, Inc.

    RD
Walking, Inc.

    RDA Sub
Co.

    Reader’s
Digest Children’s Publishing, Inc.

    Reader’s
Digest Consumer Services, Inc.

    Reader’s
Digest Entertainment, Inc.

    Reader’s
Digest Financial Services, Inc.

    Reader’s
Digest Latinoamerica, S.A.

    Reader’s
Digest Sales and Services, Inc.

    Reader’s
Digest Sub Nine, Inc.

    Readers
Digest Young Families, Inc.

    Reiman
Manufacturing, LLC

    Reiman
Media Group, Inc.

    Retirement
Living Publishing Company, Inc.

    Saguaro
Road Records, Inc.

    Taste of
Home Media Group, Inc.

    Taste of
Home Productions, Inc.

    Travel
Publications, Inc.

    W.A.
Publications, LLC

    WAPLA,
LLC

    Weekly
Reader Corporation

    Weekly
Reader Custom Publishing, Inc.

    World
Almanac Education Group, Inc.

    World
Wide Country Tours, Inc.

    WRC
Media, Inc.

    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    EXHIBIT
A

    


    


    PROPOSED RESTRUCTURING TERM
SHEET

    


     

    THIS
TERM SHEET IS NOT AN OFFER OR A SOLICITATION WITH RESPECT TO ANY SECURITIES OF
THE COMPANY.  ANY SUCH OFFER OR SOLICITATION WILL COMPLY WITH ALL
APPLICABLE SECURITIES LAWS AND/OR PROVISIONS OF THE BANKRUPTCY
CODE.  THIS TERM SHEET CONTAINS MATERIAL NON-PUBLIC INFORMATION ABOUT
A PUBLIC COMPANY AND, THEREFORE, IS SUBJECT TO FEDERAL SECURITIES
LAWS.

     

    THIS
TERM SHEET IS PROVIDED IN CONFIDENCE AND MAY BE DISTRIBUTED ONLY WITH THE
EXPRESS WRITTEN CONSENT OF THE COMPANY AND THE ADMINISTRATIVE
AGENT.  THE TERM SHEET IS PROVIDED IN THE NATURE OF A SETTLEMENT
PROPOSAL IN FURTHERANCE OF SETTLEMENT DISCUSSIONS.  ACCORDINGLY, THE
TERM SHEET IS INTENDED TO BE ENTITLED TO THE PROTECTIONS OF RULE 408 OF THE
FEDERAL RULES OF EVIDENCE AND ANY OTHER APPLICABLE STATUTES OR DOCTRINES
PROTECTING THE USE OR DISCLOSURE OF CONFIDENTIAL INFORMATION AND INFORMATION
EXCHANGED IN THE CONTEXT OF SETTLEMENT DISCUSSIONS.  FURTHER, NOTHING
IN THE TERM SHEET SHALL BE AN ADMISSION OF FACT OR LIABILITY OR DEEMED BINDING
ON HOLDING, ITS SUBSIDIARIES, THE ADMINISTRATIVE AGENT OR THE
LENDERS.

     

    
      	 
      	
              OVERVIEW

            
	
              Transaction
      Summary

            	
              This
      term sheet (the “Term Sheet”)
      describes a restructuring transaction (the “Restructuring”) pursuant to which RDA
      Holding Co. (“Holding” and once
      reorganized, “Reorganized Holding”)
      and various of its domestic subsidiaries will restructure their capital
      structure through a pre-negotiated joint plan of reorganization filed in
      connection with cases commenced  under chapter 11 of title 11 of
      the United States Code, 11 U.S.C. §§ 101-1532 (the “Bankruptcy Code”) in the United States
      Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”).

               

              This
      Term Sheet outlines the proposed capital structure and other material
      terms and conditions of the Restructuring.  The Term Sheet does
      not include a description of all of the terms, conditions and other
      provisions that are to be contained in the definitive documentation
      governing the Restructuring, which remain subject to further discussion
      and negotiation.

               

              The
      pro forma exit capital structure of material long term indebtedness is set
      forth under the heading “Debt Facilities” on Annex 1 attached
      hereto.

               

            


    

    


    
      
        
          
            
              	 
      	
                      A-1

                    	 
      


            

            


          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    
      	
              Secured
      Debt to be

              Restructured

            	
              Indebtedness
      to be treated under a plan of reorganization (the “Acceptable Plan”) will
include:

               

              (i)
      approximately $1.6 billion outstanding under that certain Credit Agreement
      dated as of March 2, 2007 (the “Pre-Petition
      Credit Agreement”) among The Reader’s Digest Association, Inc.,
      (“RD”) and certain of its
      subsidiaries, JPMorgan Chase Bank, N.A., as administrative agent (in such
      capacity, the “Administrative
      Agent”), and the lenders party thereto (the “Secured Lenders”); and

               

              (ii)
      termination claims under certain Swap Contracts (as defined in the
      Pre-Petition Credit Agreement) (the “Swap
      Claims” and the holders of such claims, together with the
      prepetition Secured Lenders, the “Secured
      Parties”).

               

              Such
      indebtedness will be restructured pursuant to the Acceptable Plan to be
      filed jointly by Holding, RD and certain of RD’s domestic subsidiaries
      (collectively, the “Debtors”) in
      proceedings (the “Cases”) to be
      commenced under chapter 11 of the Bankruptcy Code in the Bankruptcy
      Court.

               

            
	
              DIP/Exit
      Credit Facility

            	
              See
      term sheet annexed to the DIP Commitment Letter.

            
	
              Adequate
      Protection for Pre-Petition Obligations

            	
              See
      term sheet annexed to the DIP Commitment Letter.

               

            
	 
      	
              Treatment of Claims and Equity
      Interests

            
	
              DIP
      Claims

            	
              The
      debtor in possession financing facility (the “DIP Facility”) shall, on the effective date
      of the Acceptable Plan (the “Effective
      Date”), convert to the Exit Financing facility in accordance with
      the terms of the DIP Facility or be paid in full in
  cash.

            
	
              Administrative
      Claims

            	
              Each
      holder of an allowed administrative claim, including claims of the type
      described in section 503(b)(9) of the Bankruptcy Code, will receive
      payment in full (in cash) of the unpaid portion of its allowed
      administrative claim on the Effective Date or as soon thereafter as
      practicable (or, if payment is not then due, shall be paid in accordance
      with its terms) or pursuant to such other terms as may be agreed to by the
      holder of such claim and the Debtors.

            
	
              Priority
      Tax Claims

            	
              Priority
      tax claims will be treated in accordance with section 1129(a)(9)(C) of the
      Bankruptcy Code.

            
	
              Other
      Priority Claims

            	
              All
      other priority claims will be paid in full (in cash) on the Effective
      Date, or as soon thereafter as practicable, or treated in any other manner
      so that such claim will otherwise be rendered
  unimpaired.

            


    

    


    
      
        
          
            
              	 
      	
                      A-2

                    	 
      


            

            


          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    
      	
              Pre-Petition
      Credit Agreement Claims

            	
               (a)
      On the Effective Date, the aggregate outstanding principal amount of Term
      Loans, Revolving Loans, Euro Term Loans and Swap Claims (as each such term
      is defined in the Pre-Petition Credit Agreement or herein, as applicable)
      and the interest accrued and unpaid as of the Petition Date (collectively,
      the “Pre-Petition Obligations”) will
      be restructured into

              (i) $300 million term loan (the
      “Second Priority Restructured Term Loan
      Facility”) on the terms set forth on Annex 1 hereto;
      and

                          (ii)
      The Euro Term Loan2 shall be reinstated and the prepetition
      guaranties made by the Debtors (together with any collateral granted by
      the Debtors) for the benefit of the holders of the Euro Term Loan shall be
      reinstated; provided that the Euro Term Loan shall be amended
      with the consent of Required Lenders to be consistent with Annex 1
      hereto.

              (b)  The
      prepetition Secured Parties shall convert that portion of the Pre-Petition
      Obligations which is not restructured under the Second Priority
      Restructured Term Loan Facility or part of the reinstated Euro Term Loan
      into not less than 100% (subject to dilution by the Management Incentive
      Plan, the Equity Buy-In Option and equity issued to such other creditor
      classes as may be agreed to by the Required Consenting Lenders and the
      Debtors) of the new common stock of Reorganized Holding (the “New Common Stock”) to be issued and
      outstanding on the Effective Date of the Acceptable Plan, with such New
      Common Stock to be distributed on a pro rata basis in accordance with the
      prepetition Secured Parties’ holdings of such Pre-Petition
      Obligations.

              (c) Notwithstanding
      anything herein to the contrary (i) the Euro Term Lenders shall only
      be entitled to receive the treatment set forth in clause (a)(ii) on
      account of their Euro Term Loan exposure and (ii) the Revolving Lenders
      and U.S. Term Lenders shall only be entitled to receive the treatment set
      forth in clauses (a)(i) and (b) on account of their Revolver Loan and U.S.
      Loan exposures.

              Impaired
      - entitled to vote.

            
	
              Other
      Secured Claims

            	
              Each
      holder thereof will receive the following treatment:  (a)
      payment in full (in cash) on the Effective Date or as soon thereafter as
      practicable; (b) delivery of collateral securing any such claim and
      payment of any interest required under section 506(b) of the Bankruptcy
      Code; or (c) such other treatment as is necessary to satisfy section 1129
      of the Bankruptcy Code.

              Unimpaired;
      not entitled to vote – deemed to accept.

            
	
              Unsecured
      Claims Related to Operations

            	
              Each
      holder of unsecured claims related to operations will receive payment in
      full in cash as and when such claims become due and payable in the
      ordinary course of business, or otherwise receive such treatment as to
      render such holder unimpaired.   The Debtors may elect to
      separate general unsecured claims into appropriate
subclasses.

              Unimpaired;
      not entitled to vote – deemed to accept.3

            


    

    

      

    

      
      2Required
Consenting Lenders and Debtors to agree on different classification, if
appropriate.

    

      
      3The
Debtors may elect to renegotiate and/or reject certain executory contracts and
to separately classify and impair any claims arising
therefrom.

    

    


    
      
        
          
            
              	 
      	
                      A-3

                    	 
      


            

            


          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    
      	
              Claims
      of holders of Senior Subordinated Notes

            	
              Holders
      of Senior Subordinated Notes (as defined in that certain Indenture dated
      March 2, 2007) shall not receive any distributions.  Any
      agreement to provide a distribution to holders of Senior Subordinated
      Notes shall require the consent of the Debtors and the Required Consenting
      Lenders and shall require holders of the Senior Subordinated Notes to vote
      in favor of and otherwise support the Acceptable Plan and all of the
      provisions thereof.4

              Impaired;
      not entitled to vote – deemed to reject.

            
	
              General
      Unsecured Claims

            	
              TBD

            
	
              Existing
      Equity Interests

            	
              All
      existing common and preferred equity interests in Holding or other
      existing securities consisting of (or convertible into) equity interests
      in Holding, including any warrants or vested or unvested options to
      purchase equity interests in Holding, shall be extinguished as of the
      Effective Date.  All equity interests of Holding’s subsidiaries
      shall continue to be held by Holding and the subsidiaries of Holding
      holding such equity interests prior to the commencement of the
      Cases.

              Impaired;
      not entitled to vote – deemed to reject.

            
	
              Equity
      Buy-In Option

            	
              The
      Prepetition Secured Parties agree that the Company may issue up to $50-100
      million of the New Common Stock, which shall represent no more than
      10%-20% of the New Common Stock, pursuant to a mechanism to be
      agreed.  The buy-in right would be available to holders of
      Senior Subordinated Notes that are qualified institutional buyers (as
      defined in Rule 144A under the Securities Act of 1933), with the proceeds
      of such offering to be distributed to Reorganized
      Holding.  Participating holders shall be provided with
      registration rights entitling them to participate in any registration
      statement filed by Reorganized Holdings subject to customary
      limitations.

            
	 
      	
              General Provisions

            
	
              Management
      Incentive Programs

            	
              The
      Acceptable Plan will provide that promptly on or after the effective
      date,  equity awards (in the form of restricted stock, options
      or warrants) for 7.5% of the New Common Stock (on a fully diluted basis)
      of Reorganized Holding will be granted to continuing employees of the
      Debtors and members of the new board of directors by the new board of
      directors of Reorganized Holding, with pricing, vesting and exercise terms
      to be determined by the new board upon consultation with the CEO; provided, that such equity grant shall not
      include more than 2.5% in the form of restricted New Common
      Stock.  Such equity awards shall be on terms reflective of a
      policy of rewarding the contribution of management to the long-term
      financial performance of the reorganized Debtors.

              The
      Acceptable Plan will further provide for assumption of the compensation
      plans presented by management to the Consenting Lenders referred to as the
      “EV Max Plan” and the “Variable Compensation Plan” in the forms annexed
      hereto as Annexes 2 and 3, respectively, for fiscal year
2010.

              The
      Consenting Lenders further agree to support a motion to support the
      employee retention plan annexed hereto as Annex
  4.

            


    

    

      

    

     

    


    
      
        
          
            
              	 
      	
                      A-4

                    	 
      


            

            


          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    
      	
              Employment
      Agreements

            	
              Consenting
      Lenders agree that the employment agreements with the Company’s CEO and
      CFO will be modified as agreed to in writing by the Commitment Parties (as
      defined in the DIP Commitment Letter) to change, among other things, base
      salaries during the chapter 11 case and the timing of payment or amount of
      severance.

               

            
	
              Cancellation
      of Instruments, Certificates and Other Documents

            	
              On
      the Effective Date, except to the extent otherwise provided in the
      Acceptable Plan, all instruments, certificates and other documents
      evidencing debt or equity interests in Holding or (as it relates to debt
      only) RD will be cancelled, and the obligations of RD or Reorganized
      Holding and its subsidiaries thereunder, or in any way related thereto,
      will be discharged.

            
	
              Issuance
      of New Securities; Execution of Acceptable Plan Documents

            	
              On
      the Effective Date, or as soon as reasonably practicable thereafter,
      Reorganized Holding will issue all securities, instruments, certificates
      and other documents required to be issued pursuant to the Acceptable
      Plan.

            
	
              Executory
      Contracts and Unexpired Leases

            	
              The
      Acceptable Plan will provide for the assumption or rejection, as the case
      may be, of executory contracts and unexpired leases identified in a
      supplement to the Acceptable Plan to the extent that any such executory
      contracts and unexpired leases have not been otherwise assumed or
      rejected.

            
	
              Intercompany
      Claims

            	
              On
      the Effective Date, Holding will, at its discretion, reinstate or
      compromise, as the case may be, intercompany claims between and among
      Holding and its subsidiaries.

            
	
              Resolution
      of Disputed Claims

            	
              The
      Acceptable Plan will provide for the resolution of disputed claims and any
      reserves therefor.

            
	
              Avoidance
      Actions and Other Litigation

            	
              The
      reorganized Debtors will retain all rights to commence and pursue any and
      all claims and causes of action arising under the sections 544, 545, 547,
      548 and 550 of the Bankruptcy Code (collectively, the “Avoidance Actions”) and other
      litigation.

              The
      Acceptable Plan will not provide for any funding of a litigation trust
      that can be used to fund litigation against the Released Shareholder
      Parties.

              The
      Acceptable Plan will provide that any recovery payable to the Debtors or
      the Lenders from proceeds of any cause of action of any kind or nature
      (including under Chapter 5 of the Bankruptcy Code) against the Consenting
      Shareholders (either directly or indirectly on account of the
      subordination provisions in indenture related to the Senior Subordinated
      Notes) shall be payable to such Consenting Shareholders, and if such party
      shall receive any recovery in respect of such cause of action, it shall
      hold the proceeds or payment thereof in trust for the Consenting
      Shareholders and shall promptly transfer such proceeds or payment, as the
      case may be, to the Consenting Shareholders.

            
	
              Exemption
      from Section 1145

            	
              The
      issuance of the New Common Stock in Reorganized Holding will be exempted
      from applicable securities laws and/or from SEC registration under section
      1145 of the Bankruptcy Code.

            
	
              Tax
      Issues

            	
              The
      parties agree to use their commercially reasonable best efforts to
      complete the financial restructuring of the Debtors contemplated by this
      Term Sheet in a manner that best preserves the tax attributes of the
      Debtors and in a manner satisfactory to the Required Consenting
      Lenders.

            


    

    


    
      
        
          
            
              	 
      	
                      A-5

                    	 
      


            

            


          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    
      	
              Retention
      of Jurisdiction

            	
              The
      Acceptable Plan will provide for the retention of jurisdiction by the
      Bankruptcy Court for usual and customary matters.

            
	 
      	
              Corporate Governance/Charter
      Provisions/Registration Rights

            
	
              Board
      of Directors of Reorganized Holding

            	
              The
      board of directors of Reorganized Holding shall be comprised of a number
      of directors to be agreed. The prepetition Secured Parties shall identify
      directors through use of a search firm acceptable to the Administrative
      Agent and reimbursed by the Debtors and shall initially designate all such
      directors upon consultation with the CEO; provided, that certain current
      independent directors may be requested to continue to serve on the Board
      of Directors of Reorganized Holding.

               

            
	
              Reorganized
      Holding as a private company.

               

            	
              Reorganized
      Holding shall be a private company upon the Effective
  Date.

            
	
              Description
      of Capital Stock

            	
              From
      and after the Effective Date, subject to the right of the stockholders to
      amend the Certificate of Incorporation of Reorganized Holding after the
      Effective Date, Reorganized Holding shall have one class and one series of
      New Common Stock.

               

            
	
              CHARTER;
      BYLAWS

            	
              The
      charter and bylaws of each Debtor shall be restated consistent with
      section 1123(a)(6) of the Bankruptcy Code and otherwise in form and
      substance satisfactory to the Administrative Agent and the Required
      Consenting Lenders.

               

            
	
              REGISTRATION
      RIGHTS; STOCKHOLDERS AGREEMENT

            	
              The
      supplement to the Acceptable Plan shall provide for a registration rights
      agreement and stockholders agreement with respect to the New Common Stock
      in material form and substance reasonably satisfactory to the Required
      Consenting Lenders.

            
	 
      	
              Release and Related
    Provisions

            
	
              Releases

            	
              The
      Acceptable Plan will ratify the releases set forth in the Support
      Agreement and provide for mutual releases among the Consenting
      Shareholders, the prepetition lenders under the Credit Agreement, the DIP
      Lenders, the Debtors and their respective current and former directors,
      officers and professional advisors of any and all claims or causes of
      action, known or unknown, relating to any prepetition date acts or
      omissions..

              The
      Debtors release of third parties will be provided for in the Acceptable
      Plan only to the extent, after investigation, the Board of Directors
      determines it is appropriate.

            
	
              Exculpation

            	
              The
      Acceptable Plan will contain ordinary and customary exculpation provisions
      among the Consenting Shareholders, the prepetition lenders under the
      Credit Agreement, the DIP Lenders, the Debtors and their respective
      directors, officers and professional advisors of any and all claims or
      causes of action, known or unknown, relating to any prepetition date acts
      or omissions.

            
	
              Indemnification

            	
              The
      Acceptable Plan (i) will contain ordinary and customary
      indemnification provisions for indemnification of current and former
      directors and officers of the Debtors to the extent of available D&O
      coverage and payable from the proceeds of such D&O policies, including
      the advancing of defense costs prior to final adjudication; provided, that, to the extent proceeds of
      such policies are deemed property of the Debtors’ estates in the Chapter
      11 Cases the Debtors will use reasonable best efforts to seek relief from
      the Bankruptcy Court to have them advanced and (ii) shall provide that the
      Debtors shall maintain  their current D&O insurance coverage
      in place as of the Effective Date of the Support Agreement for current and
      former directors and officers of the Debtors.

            
	
              Discharge

            	
              The
      Acceptable Plan will contain ordinary and customary discharge
      provisions.

            
	
              Injunction

            	
              The
      Acceptable Plan will contain ordinary and customary injunction
      provisions.

            
	
              Compromise
      and Settlement

            	
              The
      Acceptable Plan will contain ordinary and customary compromise and
      settlement provisions.

            
	 
      	
              Acceptable Plan
    Implementation

            
	
              Restructuring
      Support Agreement

            	
              Execution
      of Restructuring Support Agreement.

            
	 
      	
              Conditions

            
	
              Certain
      Conditions

            	
              See
      Restructuring Support Agreement and DIP Commitment
  Letter.

            


    

    


    


    
      
        
          
            
              	 
      	
                      A-6

                    	 
      


            

            


          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    ANNEX
1

    


    Summary
of Reader’s Digest Association, Inc.

    Exit
Capital Structure and Debt Facilities5

    


    


    1.           Capital
Structure at Exit

     

    
      	
              Debt
      Facilities:

            	
              First
      Priority Term Loan (the “First Priority Term
      Loan”) converted from the Borrower’s (as defined below) Senior
      Secured Priming Debtor-in-Possession Credit Facility (the “DIP Facility”)
      in an amount equal to the aggregate amount, up to a maximum amount of
      $150,000,000, of loans outstanding under the DIP Facility on the date of
      conversion.

            


    

     

    
      	
               
      

            	
              Euro
      Term Loan continued from the Existing Credit Agreement in an amount equal
      to the aggregate amount, up to a maximum amount of the U.S. dollar
      equivalent of €74,019,383.13, of the Euro Term Loan outstanding under the
      Existing Credit Agreement on the date of continuation and having the
      maturity date set forth in the Existing Credit Agreement.6

            


    

     

    
      	
               
      

            	
              $300,000,000
      Second Priority Restructured Term Loan having a maturity not earlier than
      the latest to occur of the maturity of the First Priority Term Loan and
      the maturity of the Euro Term Loan (the “Second Priority Term
      Loan”).7  The Second Priority Term Loan
      will be paid as partial consideration in respect of the obligations of the
      Debtors under the Existing Credit
Agreement.

            


    

     

    

      

    

      
      
        	
                5

              	
                Capitalized
      terms used and not otherwise defined herein shall have the meanings given
      such terms in the Term Sheet to which this summary is
      attached.

              


      

       

    

      
      
        	
                6

              	
                The
      Euro Term Loan will be documented under the same credit agreement (the
      “Exit Credit
      Agreement”) as the First Priority Term Loan, will benefit from the
      same covenants, events of default and guarantees as the First Priority
      Term Loan and will be secured on a pari passu basis with the First
      Priority Term Loan in respect of the collateral securing the First
      Priority Term Loan.  In addition, the Euro Term Loan will
      continue to benefit from the Overseas Guarantees (as defined in the
      Existing Credit Agreement) and the collateral pledged by the German
      Borrower and the Overseas Guarantors (as each is defined in the Existing
      Credit Agreement) to the same extent and with the same priority as is
      mandated by the Existing Credit Agreement.  The Exit Credit
      Agreement will provide for a CAM substantially similar to that provided in
      the Existing Credit Agreement.  The continuation of the Euro
      Term Loan under the Exit Credit Agreement will be subject to the vote of
      the Required Lenders under (and as defined in) the Existing Credit
      Agreement.

              


      

       

    

      
      
        	
                7

              	
                The
      Second Priority Term Loan will benefit from the same guarantees as the
      First Priority Term Loan and will be secured on a second priority basis to
      the First Priority Term Loan in respect of the collateral securing the
      First Priority Term Loan.  Such second priority lien will be
      subject to an intercreditor agreement on terms and conditions satisfactory
      to the Required Lenders.

              


      

       

    

    


    
      
        
          
            
              	 
      	
                      Annex
      1-1

                    	 
      


            

            


          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      	
              Interest
      Rate:

            	
              The
      interest rate applicable to the First Priority Term Loan is set forth
      below under “Basic Terms of First Priority Term Loan – Interest
      Rate”.

            


    

     

    
      	
               
      

            	
              The
      Euro Term Loan and the Second Priority Term Loan will bear interest at a
      rate per annum equal to (a) the ABR plus the Applicable Margin (any loan
      bearing interest based upon the ABR, an “ABR Loan”) or
      (b) the Eurodollar Rate plus the Applicable Margin (any loan bearing
      interest based upon the Eurodollar Rate, a “Eurodollar
      Loan), at the Borrower’s option.  Interest shall be
      payable in cash on each Interest Payment Date except as set forth below
      under “PIK Election”.

            


    

     

    As used
herein:

     

    “ABR” means the
highest of (i) the rate of interest publicly announced by JPMorgan Chase Bank,
N.A. as its prime rate in effect at its principal office in New York City, (ii)
the federal funds effective rate from time to time plus 0.5% and (iii)
the Eurodollar Rate for a one month Interest Period plus 1%.

     

    “Applicable Margin”
means (a) in the case of the Euro Term Loan, (i) 9.0% per annum with respect to
ABR Loans and (ii) 10.0% per annum with respect to Eurodollar Loans and (b) in
the case of the Second Priority Term Loan, (i) 11.0% per annum with respect to
ABR Loans and (ii) 12.0% per annum with respect to Eurodollar
Loans.

     

    “Eurodollar Rate”
means the greater of (i) the rate (adjusted for statutory reserve requirements
for eurocurrency liabilities) for deposits in dollars for a period equal to
three months appearing on the Reuters Screen LIBOR01 Page and (ii) 3.50% per
annum.

     

    
      	
              Interest
      Payment Dates:

            	
              Quarterly
      in arrears.

            


    

     

    
      	
              Default
      Rate:

            	
              2.0%
      per annum above the then applicable
rate.

            


    

     

    
      	
              PIK
      Election:

            	
              A
      portion of the Applicable Margin equal to 4.5% per annum, in the case of
      the Euro Term Loan, and 6.5% per annum, in the case of the Second Priority
      Term Loan, will be paid, at the Borrower’s option, in cash (a “Cash Election”)
      or by adding such interest to the principal amount of the outstanding Euro
      Term Loan or Second Priority Term Loan, as the case may be (a “PIK Election”
      and, together with a Cash Election, an “Election”), in
      each case, in arrears on each Interest Payment Date.  The
      Borrower will be permitted to make a Cash Election and/or a PIK Election
      with respect to all or any portion of the principal amount of the Euro
      Term Loan and the Second Priority Term Loan, subject to minimum thresholds
      to be agreed upon; provided, that
      the Borrower shall not be permitted to make a
  PIK

            


    

     

    


    
      
        
          
            
              	 
      	
                      Annex
      1-2

                    	 
      


            

            


          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    Election
if the consolidated EBITDA of the Borrower and its consolidated subsidiaries for
the period of twelve months most recently ended on or prior to the interest
period for which such Election is being made exceeds $160,000,000, in the case
of the Euro Term Loan, and $180,000,000, in the case of the Second Priority Term
Loan.

     

    
      	
               
      

            	
              The
      Borrower shall make an Election with respect to each interest period with
      respect to the Euro Term Loan and the Second Priority Term Loan by
      providing at least 10 days’ prior notice to the administrative agent for
      the Euro Term Loan or the Second Priority Term Loan, as the case may be,
      prior to the beginning of such interest
period.

            


    

     

    2.           Basic
Terms of First Priority Term Loan

     

    
      	
              Borrower:

            	
              The
      Reader’s Digest Association, Inc. a Delaware corporation (the “Borrower”).

            


    

     

    
      	
              Guarantors:

            	
              RDA
      Holding Co., a Delaware corporation (the “Parent”), and
      each direct and indirect, existing and future domestic subsidiary of the
      Borrower (collectively, the “Guarantors”).

            


    

     

    
      	
              Lenders:

            	
              The
      Lenders under the DIP Facility.

            


    

     

    
      	
              Administrative
      Agent:

            	
              JPMorgan
      Chase Bank, N.A.

            


    

     

    
      	
              Amortization:

            	
              $15,000,000
      per year, payable quarterly.

            


    

     

    
      	
              Term:

            	
              Three
      years from the date of conversion.

            


    

     

    
      	
              Collateral:

            	
              First
      priority lien on substantially all of the assets of the Borrower and the
      Guarantors, subject to customary exceptions to be agreed by the Required
      Lenders.  

            


    

     

    
      	
              Mandatory
      Prepayments:

            	
              Substantially
      consistent with the Existing Credit Agreement with such changes as are
      appropriate for a facility of this type or are otherwise required by the
      Required Lenders and which shall include a requirement that the First
      Priority Term Loan be prepaid with excess cash flow pursuant to a
      mechanism to be agreed.

            


    

     

    
      	
              Interest
      Rate:

            	
              The
      ABR or Eurodollar Rate plus, in each case, the Applicable Margin in effect
      under the DIP Facility on the date of
  conversion.

            


    

     

    
      	
              Certain
      Conditions:

            	
              The
      conversion of the loans outstanding under the DIP Facility into the First
      Priority Term Loan will be subject to customary closing conditions,
      including, without limitation, the following conditions
      precedent:

            


    

     

    


    
      
        
          
            
              	 
      	
                      Annex
      1-3

                    	 
      


            

            


          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    (a)  A
Plan of Reorganization substantially consistent with the restructuring support
agreement (including the term sheet annexed thereto) entered into among the
Lenders and the Debtors prior to the Petition Date (the “Restructuring Support
Agreement”) shall have been confirmed pursuant to a confirmation order of
the Bankruptcy Court substantially consistent with the Restructuring Support
Agreement and such order shall not have been reversed, modified, amended, stayed
or vacated;

     

    (b)  The
Restructuring Support Agreement shall have been in full force and effect from
the execution thereof to the effective date of the Plan of
Reorganization;

     

    (c)  The
Administrative Agent and the Required Lenders shall be satisfied with the form
of the definitive loan documentation and related security and closing documents
(the “Definitive
Documentation”);

     

    (d)  No
Default or Event of Default under the Definitive Documentation or the DIP
Facility shall have occurred and be continuing; and

     

    (e)  Representations
and warranties shall be true and correct in all material respects.

     

    
      	
              Financial
      Covenants:

            	
              Minimum
      LTM EBITDA and minimum LTM fixed charge coverage ratio (in each case,
      tested quarterly), maximum capital expenditures and minimum liquidity
      (tested monthly) and such other financial covenants as may be required by
      the Required Lenders.

            


    

     

    
      	
               
      

            	
              Representations
      and

            


    

    
      	
               
      

            	
              Warranties;
      Affirmative

            


    

    
      	
               
      

            	
              and
      Negative Covenants;

            


    

    
      	
               
      

            	
              Events
      of Default;

            


    

    
      	
               
      

            	
              Other
      Miscellaneous

            


    

    
      	
              Provisions:

            	
              Substantially
      consistent with the Existing Credit Agreement with such changes as are
      appropriate for a facility of this type or are otherwise required by the
      Required Lenders.

            


    

     

    
      	
              Governing
      Law and Forum:

            	
              New
      York law.

            


    

     

    Counsel
to the

    Administrative
Agent

    
      	
              and
      the Lead Arranger:

            	
              Simpson
      Thacher & Bartlett LLP

            


    

     

    


    
      
        
          
            
              	 
      	
                      Annex
      1-4

                    	 
      


            

            


          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    ANNEX
2

     

    


     

    Reward
for Increasing Enterprise Value/

     

    Enterprise
Value Maximization Plan (EVMax)

     

    
      	
              Summary

            	
              Incremental
      executive plan designed to incent the delivery of longer-term financial
      goals

              Group
      1 -  To reward for the realization of maximum enterprise
      value

              Group
      2  - To reward executives for time to
  emergence

            
	
              Participation

            	
              Participation
      limited to executives that have broad enterprise wide responsibilities or
      those that can impact time to emergence.  Select group will
      participate in both.  All EVMax participants are also
      participants in the Variable Comp Plan.

            
	
              Performance
      Measure

            	
              Group
      1 - Enterprise wide Cash EBITDA as measured in accordance with approved
      plan Cash EBITDA at end of each year in two-year performance period (June
      2010 and June 2011)

              Group
      2 - Incremental savings not contemplated in plan (driven by time to
      emergence)

            
	
              Performance
      Award

            	
              Group
      1 – Cash payment based on pro-rata share of Cash EBITDA improvement over
      approved plan Cash EBITDA

              Group
      2 – Cash payment based on a portion of saved professional fees due to
      early exit

            
	
              Performance
      Measurement Period

            	
              Group
      1 - One year at Fiscal Year End

              Group
      2 - Time to Emergence

            
	
              Payout
      Frequency

            	
              Group
      1 - Paid at the end of 2010 Fiscal Year

              Group
      2 - Paid in full at emergence with a 6 month claw back
      provision

            


    

    


     

    
      
 

      
        
          
            
              
                	 
      	
                        Annex
      2-1

                      	 
      


              

              


            

          

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

    

     

    


    
      
        
          
            
              	 
      	
                      Annex
      2-2

                    	 
      


            

            


          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


     

    

     

     

     

     

    
      
        
          
            
              	 
      	
                      Annex
      2-3

                    	 
      


            

            


          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    ANNEX
3

    


    Pay
for Performance/Variable Comp Plan

    


    
      	
              Summary

            	
              Broad-based
      plan designed to incent delivery of short-term, financial goals
      (incremental Cash EBITDA and Free Cash Flow)

            
	
              Participants

            	
              Includes
      specified level employees which provides a consistent pay for performance
      philosophy among all executives

            
	
              Target
      Award Opportunities

            	
              Target
      award opportunity (expressed as a % of base salary) established for each
      participant relative to employee grade level and criticality of
      role

            
	
              Performance
      Measure

            	
              Cash
      flow and Cash EBITDA.  Executives have 100% of their opportunity
      based on financial results.  Performance will  be
      measured at the corporate level with CEO discretion of +/- 10% at the
      operating unit level, assuming no change in total pool
      available.

            
	
              Performance
      Award

            	
              Cash
      payment

            
	
              Performance
      Measurement Period

            	
              Annual
      measure  to recognize short-term goals and provide strong
      retention and  incentive value

            
	
              Payout
      Frequency

            	
              Paid
      out annually based on audited results for
2010.

            


    

    


     

     

     

     

     

     

     

     

     

    
      


      
        
          
            
              
                	 
      	
                        Annex
      3-1

                      	 
      


              

              


            

             


          

          
             


            
              

            

          

          
             


          

        

      

    

     

     

     

     

    

     

     

     

    


    
      
        
          
            
              	 
      	
                      Annex
      3-2

                    	 
      


            

            


          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    ANNEX
4

    


    Retain
Talent/Talent Plan

    


    
      	
              Summary

            	
              Intended
      to provide select lower level employees with protection and assurance
      during restructuring period; payment subject only to continued employment
      at Reader’s Digest.

            
	
              Participation

            	
              Limited
      number of low level critical employees are eligible to receive a retention
      award (expressed as a percent of base salary).  No more than 10%
      of US population is eligible.  Anyone in Retention Plan is not
      eligible for Variance Comp Plan or any other plans.

            
	
              Award
      Opportunities

            	
              Range
      from 3 - 6% of current base salary.

            
	
              Payout
      Frequency

            	
              First
      installment of retention payment (25% of total target award) will be
      payable at earlier of 90 days or at emergence.  The balance
      (75%) would be paid at time of emergence.  Each participant must
      be employed on last day of each service period to receive an
      award.

            


    

    


    


     

    


    
      
        
          
            
              	 
      	
                      Annex
      4-1

                    	 
      


            

            


          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    EXHIBIT
B

    


    LENDER
JOINDER

    This Lender Joinder to
the Restructuring Support Agreement, dated as of August 17, 2009, by and
among RDA Holding Co., The Reader’s Digest Association, Inc. (the “Company”), and
certain of the Company’s subsidiaries and affiliates set forth on Schedule 1 of
the Support Agreement (as defined herein and annexed hereto on Annex I), the
Consenting Lenders signatory thereto and the Consenting Shareholders signatory
thereto (the “Support
Agreement), is executed and delivered by [                  ]
(the “Joining Lender
Party”) as of [__________], 20[__].  Each capitalized term used
herein but not otherwise defined shall have the meaning set forth in the Support
Agreement.

    


    1.           Agreement to be
Bound.  The Joining Lender Party hereby agrees to be bound by
all of the terms of the Support Agreement, attached to this Lender Joinder as
Annex I (as the same may be hereafter amended, restated or otherwise modified
from time to time).  The Joining Party shall hereafter be deemed to be
a “Consenting Lender” and a party for all purposes under the Support
Agreement.

    


    2.           Representations and
Warranties.  With respect to the aggregate principal amount of
prepetition Total Outstandings and/or DIP Loans held by the Joining Lender Party
upon consummation of the sale, assignment, transfer, hypothecation or other
disposition of such prepetition Total Outstandings and/or DIP Loans, the Joining
Lender Party hereby makes the representations and warranties of the Consenting
Lenders set forth in Section 6 of the Support Agreement to each of the other
Parties in the Support Agreement.

    


    3.           Governing
Law.  This Lender Joinder shall be governed by and construed in
accordance with the internal laws of the State of New York, without regard to
any conflicts of law provisions which would require the application of the law
of any other jurisdiction.

    


    * * * *
*

    [THE
REMAINDER OF THIS PAGE IS

    INTENTIONALLY
LEFT BLANK]

    


    
      
        
          
            
              	 
      	
                      B-1

                    	 
      


            

            


          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    IN WITNESS WHEREOF, the Joining Lender
Party has caused this Lender Joinder to be executed as of the date first written
above.

    


    


    


    


    ______________________________________

    Entity
Name of Joining Lender Party

    


    


    Authorized
Signatory:

    


    By:           ____________________

    Name:

    Title:

    


    
      	
               
      

            	
              Principal
      Amount of

            


    

    
      	
               
      

            	
              prepetition
      Loans $_____________

            


    

    


    Principal
Amount of

    DIP Loans
$_____________

    


    
      	
               
      

            	
              Address:
      _____________________

            


    

    


    


    


    
      
        
          
            
              	 
      	
                      B-2

                    	 
      


            

            


          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    ANNEX I

    


    Restructuring Support
Agreement

    


    


    


    


    
      
        
          
            
              	 
      	
                      B-3

                    	 
      


            

            


          

           


        

        
           


          
            

          

        

        
           


          
            EXECUTION
VERSION

          

        

      

    

    


    EXHIBIT
C

    


    SHAREHOLDER
JOINDER

    This Shareholder Joinder to the
Restructuring Support Agreement, dated as of August 17, 2009, by and among RDA
Holding Co., The Reader’s Digest Association, Inc. (the “Company”), and
certain of the Company’s subsidiaries and affiliates set forth on Schedule 1 of
the Support Agreement (as defined herein and annexed hereto on Annex I), the
Consenting Lenders signatory thereto and the Consenting Shareholders signatory
thereto (the “Support
Agreement), is executed and delivered by [                    ]
(the “Joining
Shareholder Party”) as of [__________], 20[__].  Each
capitalized term used herein but not otherwise defined shall have the meaning
set forth in the Support Agreement.

    


    1.           Agreement to be
Bound.  The Joining Shareholder Party hereby agrees to be bound
by all of the terms of the Support Agreement, attached to this Shareholder
Joinder as Annex I (as the same may be hereafter amended, restated or otherwise
modified from time to time).  The Joining Shareholder Party shall
hereafter be deemed to be a “Consenting Shareholder” and a party for all
purposes under the Support Agreement.

    


    2.           Representations and
Warranties.  With respect to the equity interests held by the
Joining Shareholder Party upon consummation of the sale, assignment, transfer,
hypothecation or other disposition of such equity interests, the Joining
Shareholder Party hereby makes the representations and warranties of the
Consenting Shareholders set forth in Section 6 of the Support Agreement to each
of the other Parties in the Support Agreement.

    


    3.           Governing
Law.  This Lender Joinder shall be governed by and construed in
accordance with the internal laws of the State of New York, without regard to
any conflicts of law provisions which would require the application of the law
of any other jurisdiction.

    


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    IN WITNESS WHEREOF, the Joining
Shareholder Party has caused this Shareholder Joinder to be executed as of the
date first written above.

    


    


    


    


    ______________________________________

    Entity
Name of Joining Shareholder Party

    


    


    Authorized
Signatory:

    


    By:           ____________________

    Name:

    Title:

    


    
      	
               
      

            	
              Address:
      _____________________

            


    

    


    
      
        
          
            
              	 
      	
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    ANNEX I

    


    Restructuring Support
Agreement

    


    


    
      
        
          
            
              	 
      	
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