THE PREVIOUS FISCAL YEAR
FOR THE APPLICABLE ENTITIES, ALL CERTIFIED BY A RESPONSIBLE OFFICER OF THE
COMPANY AS FAIRLY PRESENTING IN ALL MATERIAL RESPECTS THE CONSOLIDATED FINANCIAL
CONDITION, RESULTS OF OPERATIONS, STOCKHOLDERS' EQUITY AND CASH FLOWS OF THE
COMPANY AND ITS CONSOLIDATED SUBSIDIARIES (OR, AT THE COMPANY'S OPTION, WITH
RESPECT TO THE FISCAL QUARTER OF THE COMPANY ENDING MARCH 31, 2007 OR THE
CORRESPONDING FISCAL QUARTER ENDED MARCH 31, 2006, OF EACH OF READER'S DIGEST
AND ITS CONSOLIDATED SUBSIDIARIES, WRC MEDIA AND ITS CONSOLIDATED SUBSIDIARIES
AND DIRECT HOLDINGS AND ITS CONSOLIDATED SUBSIDIARIES) IN ACCORDANCE WITH GAAP
(OTHER THAN THE COMPARATIVE FINANCIAL STATEMENTS FOR THE FISCAL QUARTER ENDED
MARCH 31, 2006 AND THE FISCAL YEAR ENDED JUNE 30, 2006), SUBJECT ONLY TO NORMAL
YEAR-END AUDIT ADJUSTMENTS AND THE ABSENCE OF FOOTNOTES;
(C)
AS SOON AS AVAILABLE, AND IN ANY EVENT NO LATER THAN NINETY (90) DAYS AFTER
THE END OF EACH FISCAL YEAR OF THE COMPANY BEGINNING WITH THE FISCAL YEAR ENDING
JUNE 30, 2007, A REASONABLY DETAILED CONSOLIDATED BUDGET FOR THE FOLLOWING
FISCAL YEAR (INCLUDING A PROJECTED CONSOLIDATED BALANCE SHEET OF THE COMPANY AND
ITS CONSOLIDATED SUBSIDIARIES AS OF THE END OF THE
91
following fiscal year, the related consolidated statements of projected cash
flow and projected income and a summary of the material underlying assumptions
applicable thereto) (collectively, the "Projections"); and
(D)
SIMULTANEOUSLY WITH THE DELIVERY OF EACH SET OF CONSOLIDATED FINANCIAL
STATEMENTS REFERRED TO IN SECTIONS 6.01(A) AND 6.01(B) ABOVE, THE RELATED
CONSOLIDATING FINANCIAL STATEMENTS REFLECTING THE ADJUSTMENTS NECESSARY TO
ELIMINATE THE ACCOUNTS OF UNRESTRICTED SUBSIDIARIES (IF ANY) FROM SUCH
CONSOLIDATED FINANCIAL STATEMENTS.
NOTWITHSTANDING THE FOREGOING, THE OBLIGATIONS IN PARAGRAPHS (A) AND (B) OF THIS
SECTION 6.01 MAY BE SATISFIED WITH RESPECT TO FINANCIAL INFORMATION OF THE
COMPANY AND THE RESTRICTED SUBSIDIARIES BY FURNISHING (A) THE APPLICABLE
FINANCIAL STATEMENTS OF HOLDINGS (OR ANY DIRECT OR INDIRECT PARENT OF HOLDINGS)
OR (B) THE COMPANY'S OR HOLDINGS' (OR ANY DIRECT OR INDIRECT PARENT THEREOF), AS
APPLICABLE, FORM 10-K OR 10-Q, AS APPLICABLE, FILED WITH THE SEC; PROVIDED THAT,
WITH RESPECT TO EACH OF CLAUSES (A) AND (B), (I) TO THE EXTENT SUCH INFORMATION
RELATES TO HOLDINGS (OR A PARENT THEREOF), SUCH INFORMATION IS ACCOMPANIED BY
CONSOLIDATING INFORMATION THAT EXPLAINS IN REASONABLE DETAIL THE DIFFERENCES
BETWEEN THE INFORMATION RELATING TO HOLDINGS (OR SUCH PARENT), ON THE ONE HAND,
AND THE INFORMATION RELATING TO THE COMPANY AND THE RESTRICTED SUBSIDIARIES ON A
STANDALONE BASIS, ON THE OTHER HAND AND (II) TO THE EXTENT SUCH INFORMATION IS
IN LIEU OF INFORMATION REQUIRED TO BE PROVIDED UNDER SECTION 6.01(A), SUCH
MATERIALS ARE ACCOMPANIED BY A REPORT AND OPINION OF AN INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM OF NATIONALLY RECOGNIZED STANDING, WHICH REPORT AND
OPINION SHALL BE PREPARED IN ACCORDANCE WITH GENERALLY ACCEPTED AUDITING
STANDARDS AND SHALL NOT BE SUBJECT TO ANY "GOING CONCERN" OR LIKE QUALIFICATION
OR EXCEPTION OR ANY QUALIFICATION OR EXCEPTION AS TO THE SCOPE OF SUCH AUDIT.
SECTION 6.02.
Certificates; Other Information.
Deliver to the Administrative
Agent for prompt further distribution