UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK

) In re: ) Chapter 11 ) THE READER’S DIGEST ASSOCIATION, ) Case No. 09-23529 (RDD) INC., et al., ) ) Debtors. ) Jointly Administered )

SUPPLEMENTAL DECLARATION OF LAWRENCE YOUNG IN SUPPORT OF THE DEBTORS’ APPLICATION TO EMPLOY AND RETAIN ALIXPARTNERS, LLP AS RESTRUCTURING ADVISOR FOR THE DEBTORS NUNC PRO TUNC TO THE COMMENCEMENT DATE

Lawrence Young of AlixPartners, LLP (“AlixPartners”) makes this supplemental

declaration pursuant to 28 U.S.C. § 1746 (the “Supplemental Declaration”) and states:

1. I am a managing director of AlixPartners, a Delaware limited liability partnership, which has as its principal place of business 2000 Town Center, Suite 2400,

Southfield, Michigan 48075.

2. Except as otherwise noted, I have personal knowledge of the matters set forth herein and, if called as a witness, would testify competently thereto.1

3. In September 2009, I executed my original declaration (the “Initial

Declaration”) in support of the Debtors’ Application to Employ and Retain AlixPartners as Their

Restructuring Advisor (the “Application”).2

1 Certain of the disclosures herein relate to matters within the knowledge of other professionals at AlixPartners and are based on information provided to me by them.

2 Capitalized terms, not otherwise defined herein, shall have the meanings as determined within the Initial Declaration. In respect of information that was presented in the Initial Declaration and replicated within the

4. In the Initial Declaration, I stated that AlixPartners reserved the right to

supplement its Initial Declaration in the event that AlixPartners discovered any facts bearing on

matters described in the Initial Declaration regarding AlixPartners’ employment by the Debtors.

5. As such, AlixPartners has reviewed and corrected its prepetition billing

summary and has continued to monitor potential connections to parties in interest in the chapter

11 cases so as to make appropriate supplemental disclosures. The purpose of this Supplemental

Declaration is to update and supplement the disclosure contained in my Initial Declaration and to provide additional information, modifications and clarifications.

6. AlixPartners understands that the Debtors will submit to the Court a proposed order, revised as consistent with this Supplemental Declaration, authorizing the retention of AlixPartners as restructuring advisor to the Debtors.

I. Services, Tasks, Benefits to the Debtors’ Estates

7. The post-petition financial advisory services to be provided to the Debtors

by AlixPartners are generally of the same nature as the financial advisory services provided to

the Debtors pre-petition. This is subject to the understanding, of course, that as the Debtors’ chapter 11 cases progress and evolve, then AlixPartners’ role will correspondingly adapt as necessary. For avoidance of doubt, AlixPartners’ pre-petition role with the Debtors was purely advisory in nature and did not include assumption of any executive positions or any decision- making roles.

Application, it is understood that the Application will be deemed to be accordingly modified to the extent that such information is modified in this Supplemental Declaration.

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8. With respect to paragraph 6 of the Initial Declaration, as well as the corresponding content in the Engagement Letter, AlixPartners restates such paragraph, including all subparagraphs thereunder, in its entirety as follows:

“6. Subject to further order of the Court and consistent with the Engagement Letter, the Debtors anticipate that AlixPartners will render the following restructuring advisory services during these chapter 11 cases, including without limitation:

a. assist the Debtors and their non-US subsidiaries in developing a global operating plan and long term business plan which will facilitate the development of potential cost reduction opportunities, management financial matrices, and key reporting matrices for the Debtors.

b. assist the Debtors and their non-US subsidiaries in developing and implementing a global cash management system, processes and procedures that provide management visibility across operations.

c. advise the Debtors’ senior management with respect to the negotiation and implementation of restructuring initiatives such as assistance with implementing the Debtors’ cost reductions, assistance in selected financial planning and analysis functions, assistance in negotiation of vendor discussions and settlements, and assistance in developing due diligence support and analysis.

d. assist the Debtors in managing the “working group” professionals who are assisting the Debtors in the reorganization process or who are working for the Debtors’ various stakeholders to improve coordination of their effort and individual work product to be consistent with the Debtors’ overall restructuring goals; AlixPartners will use best efforts to avoid duplication of efforts with the Debtors’ other professionals.

e. assist in obtaining and presenting information required by parties in interest in the Debtors’ bankruptcy process including official committees appointed by the United States Trustee.

f. assist the Debtors in other business and financial aspects of a chapter 11 proceeding, including, but not limited to, development of a Disclosure Statement and Plan of Reorganization.

g. assist with the preparation of the statements of financial affairs, schedules and other regular reports required by the Bankruptcy Court as well as providing assistance in such areas as testimony before the Bankruptcy Court on matters that are within AlixPartners’ areas of expertise.

h. assist the Debtors in managing the claims and claims reconciliation processes, except that AlixPartners will not provide any “claims agent”

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services to the Debtors; AlixPartners will use best efforts to avoid duplication of efforts with the Debtors’ other professionals.

i. assist in developing and implementing contingency plans outside of the United States.

9. The financial, restructuring or other advisory services to be provided by

AlixPartners in respect of the non-US, non-debtor subsidiaries of the Debtors are generally

directed toward enhancing the value that such subsidiaries represent as assets within the Debtors’

estates. Historically, the Debtors have funded their non-US subsidiaries’ financial advisory

services. Further, the Debtors and their non-US subsidiaries have an intertwined system of cash

management with the non-US subsidiaries’ typically flowing funds back to the Debtors.

10. As exemplified within the Periodic Report Regarding the Value,

Operations and Profitability of Entities In Which the Debtors’ Estates Hold a Substantial or

Controlling Interest (filed by the Debtors on September 25, 2009, at Docket No. 119), the

Debtors’ non-US subsidiaries are key assets within the Debtors’ estates. The non-US services

provided could encompass the full range of financial advisory services and tasks similar to those

applicable to the Debtors. Such services are generally directed toward enhancing the “net book

value” on the balance sheets of such subsidiaries (see Exhibits A and B-1 of the subject report)

or improving the “statements of operations” of such subsidiaries (see Exhibit B-2 of the subject

report). Such services may produce a corresponding benefit to the value of the Debtors’ estates.3

In respect of the non-US subsidiaries for which AlixPartners will provide services, any and all

3 Certain specific services that AlixPartners will provide in respect of these non-US subsidiaries (particularly its UK subsidiary) are intended to reduce specific significant liabilities that are, or could potentially in the future be, reflected in the balance sheets for such subsidiaries (referred to within Exhibit B-2 of the subject report); a reduction in balance sheet liabilities would directly result in an increase in the “net book value” of such subsidiaries.

4 improvements to their balance sheets and to their operations and profitability would directly result in an increase in the value of such subsidiaries as assets within the Debtors’ estates.

II. Disclosures and Clarifications

11. As provided in paragraph 12 of the Initial Declaration and further clarified and augmented herein, AlixPartners conducted a conflicts analysis which included a search of

AlixPartners’ client database to determine the existence of any relationships with the entities identified by the Debtors as potential parties in interest in these chapter 11 cases. Such parties

(collectively, the “Potential Parties in Interest”) include, without limitation, the Debtors, their non-debtor affiliates and certain entities holding large claims against or interests in the Debtors, and are categorized and specifically listed in Schedule 1 attached to this Supplemental

Declaration.

12. Based on that review, AlixPartners set forth certain disclosures within the

Initial Declaration and represented that to the best of its knowledge, AlixPartners knew of no fact or situation that would represent a conflict of interest for AlixPartners with regard to the Debtors.

13. In an effort to provide clarified and more streamlined disclosures, and without limiting the representation (above) relating to conflicts, AlixPartners4 hereby augments, summarizes and clarifies its earlier disclosures of its connections to the Potential Parties in

Interest with the disclosures set forth in the subparagraphs immediately below and in the client- chart attached hereto as Schedule 2 (all such initial, augmented, summarized and clarified disclosures, collectively, the “Disclosed Matters”).

4 In the interest of full disclosure, and even though the conflict search results listed in the Disclosed Matters simply refer to “AlixPartners,” the conflict search was performed with respect to AlixPartners LLP, as well as each of its several subsidiaries including, without limitation, AP Services, LLC.

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a. The first bullet of AlixPartners’ disclosures on page 7 of its Initial Declaration

shall be amended and restated in its entirety to state as follows:

ƒ H&F Astro LLC and Hellman & Friedman Capital Associates V, LLC (“H&F Capital”), two private equity investment vehicles managed by Hellman & Friedman LLC (“H&F LLC”, and collectively with H&F Astro LLC and H&F Capital, “H&F”) own a controlling stake in AlixPartners, LLP. No material nonpublic information about the Debtors has been furnished by AlixPartners to H&F. AlixPartners’ conflict checking system has searched the names of each managing director of H&F LLC and each portfolio company of H&F LLC (the “H&F Conflict Parties”) against the list of Potential Parties in Interest, and AlixPartners has determined to the best of its knowledge that there are no resulting disclosures other than as noted herein. The term “portfolio company” means any business in which H&F has a direct controlling or minority interest. The term “portfolio company” does not include indirect investments such as businesses owned or investments made by an H&F portfolio company. H&F invests primarily in equity-related investments. However, H&F, its members, affiliated fund entities or affiliates (collectively, the “H&F Entities”) may have had, currently have or may in the future have business relationships or connections with the Debtors or other Potential Parties in Interest in matters related to or unrelated to the Debtors or their affiliates or these chapter 11 cases. AlixPartners operates independently of the H&F Entities, and does not share common employees or officers, except that certain H&F LLC managing directors or employees are on the Board of Directors of AlixPartners. AlixPartners’ financial performance is not impacted by the success or failure of the H&F Entities. Accordingly, AlixPartners has not undertaken to determine the existence, nature and/or full scope of any business relationships or connections that the H&F Entities may have with the Potential Parties in Interest, the Debtors and their affiliates or these chapter 11 cases, other than with respect to the H&F Conflict Parties. AlixPartners believes it continues to be disinterested and does not hold or represent an interest adverse to the estate with respect to the engagement, regardless of any direct or indirect relationship to or connection any of the H&F Entities may have with the Debtors.”

b. The second bullet of AlixPartners’ disclosures on page 7 of its Initial

Declaration is augmented and clarified as follows:

ƒ AlixPartners is and has been engaged to provide turnaround and financial advisory services to many businesses in the paper, printing and publishing industries. One such client is identified as (or affiliated with) a significant unsecured creditor of the Debtors that is,

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apparently, one of the Debtors’ suppliers. Disclosure of the particulars regarding that client and the types of services AlixPartners is providing could be deemed to conflict with obligations arising under confidentiality terms and conditions. In AlixPartners’ engagement with this client, however, we are not directly addressing the client’s dealings with its customers, such as Readers Digest, and we will not be negotiating any issues that are directly adverse to Readers Digest. I respectfully represent that, to the best of my knowledge and based on the facts as known today, AlixPartners can be adverse with respect to this particular relationship. To the extent that I learn otherwise, I will make the appropriate disclosures and will advise the Debtors of their need to obtain alternative advice.

ƒ AlixPartners is and has been engaged to provide financial advisory and consulting services to many businesses in the insurance industry. One such client, a world-wide insurance provider, is identified as (or affiliated with) an insurer of the Debtors that is, apparently, providing insurance products and services to the Debtors. Disclosure of the particulars regarding that client and the types of services AlixPartners is providing could be deemed to conflict with obligations arising under confidentiality terms and conditions. In AlixPartners’ engagement with this client, however, we are not directly addressing the client’s dealings with its policy-holders, such as Readers Digest, and we will not be negotiating any issues that are directly adverse to Readers Digest. I respectfully represent that, to the best of my knowledge and based on the facts as known today, AlixPartners can be adverse with respect to this particular relationship. To the extent that I learn otherwise, I will make the appropriate disclosures and will advise the Debtors of their need to obtain alternative advice.

ƒ AlixPartners is and has been engaged to provide financial advisory and consulting services to many businesses in the lending and financial services industries. One such client, a world-wide financial services provider, is identified as (or affiliated with) one of the Debtors’ lenders or financial institutions that is, apparently, providing loans or other financial services to the Debtors. Disclosure of the particulars regarding that client and the types of services AlixPartners is providing could be deemed to conflict with obligations arising under confidentiality terms and conditions. In AlixPartners’ engagement with this client, however, we are not directly addressing the client’s dealings with its customers or loan recipients, such as Readers Digest, and we will not be negotiating any issues that are directly adverse to Readers Digest. I respectfully represent that, to the best of my knowledge and based on the facts as known today, AlixPartners can be adverse with respect to this particular relationship. To the extent that I learn otherwise, I will make the appropriate disclosures and will advise the Debtors of their need to obtain alternative advice.

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c. Based on responses to a firm-wide letter, AlixPartners hereby discloses the

following items which shall be deemed to be appended to the bulleted

disclosures beginning on page 7 of its Initial Declaration:

ƒ Harvey Golub, an officer and/or director to the Debtors, is an officer and/or director to an insurance company (which is a current confidential AlixPartners client referenced above) in matters unrelated to the Debtors. ƒ Moelis & Co., a professional in interest in this bankruptcy matter, is a professional in interest to current AlixPartners clients in matters unrelated to the Debtors.

d. All “bulleted” disclosures (beginning on page 7 of its Initial Declaration, as

augmented herein) which pertain to client-relationships with Potential Parties

in Interest are clarified as set forth in the client-chart5 attached hereto, and

incorporated herein by reference, as Schedule 2.

14. In respect of the current and former client-relationships within the

Disclosed Matters, AlixPartners wishes to confirm its ability to be adverse to each of such clients. I respectfully represent that, to the best of my knowledge and based on the facts as known today, AlixPartners can be adverse with respect to these relationships. To the extent that

I learn otherwise, I will make the appropriate disclosures and will advise the Debtors of their need to obtain alternative advice.

15. In respect of the current and former client-relationships within the

Disclosed Matters, in no case has the revenues from any such client during each of 2008 and

2009 year to date exceeded 1% of AlixPartners’ total revenues for such period, except that

5 For the purpose of the Disclosed Matters, including those within the attached client-chart, (A) the term “current client” applies to clients for which AlixPartners currently has an open client-code in its billing system (even if such matter may be dormant for some time and in the future) and (B) the term “former client” applies to clients for which AlixPartners has closed its previously opened client-code.

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(A) revenues related to our work with FedEx in 2008 and 2009 year to date were between 1%

and 2% of AlixPartners’ total revenues for such periods, and (B) revenues related to our work

with Arnold & Porter, including work associated with Avon, in 2009 year to date were between

1% and 2% of AlixPartners’ total revenues for such period.

III. Retainer, Pre-Petition Payments, Non-Creditor Status for Disinterestedness

16. The Initial Declaration disclosed that, prior to the Commencement Date,

AlixPartners received a retainer from the Debtors in the amount of $500,000. AlixPartners wishes to modify the “evergreen” nature of the pre-petition retainer. Paragraph “42” (sic) on page 5 of the Initial Declaration6 provided a summary of all prepetition payments received by

AlixPartners from the Debtors; such paragraph shall be deleted in its entirety and replaced as

paragraphs “11-A” through “11-C”, which shall state as follows:

“11-A. Prior to the Commencement Date, AlixPartners received a retainer from the Debtors, however, there have been no draws against such retainer. Prior to the Commencement Date, AlixPartners submitted invoices and estimated invoices to the Debtors, and the Debtors accordingly provided payment to AlixPartners, in order to ensure that AlixPartners would at no time be a creditor of the Debtors or be subject to a potential preference payment that would threaten its disinterestedness within the meaning of Section 327 of the Bankruptcy Code.

11-B. AlixPartners does not anticipate the Debtors making any retainer payments to AlixPartners during these chapter 11 cases. Furthermore, AlixPartners intends to apply any remaining amounts of its prepetition retainer (which is in the current amount of $500,000) as a credit toward post-petition fees and expenses, as such post-petition fees and expenses become payable by the Debtors to AlixPartners pursuant to the procedures for compensation of professionals adopted by the Bankruptcy Court in these chapter 11 cases.

6 Paragraph “42” fell between paragraphs 11 and 12 of the Initial Declaration.

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11-C. During the 90-day period immediately prior to the Commencement Date, the Debtors paid AlixPartners the amounts, on the dates and for the services rendered, as set forth in the table attached hereto, and incorporated herein by reference, as Schedule 3. In light of the matters set forth above and on Schedule 3, the Debtors do not owe AlixPartners any amount for services performed or expenses incurred prior to the Commencement Date and, thus, AlixPartners is not a prepetition creditor of the Debtors.”

17. In respect of AlixPartners’ retainer and payments to replenish same, as set forth in Section 2 of the General Terms and Conditions to the Engagement Letter as well as any other similar retainer arrangements in the Application, such provisions are hereby clarified to be consistent with new paragraph “11-B” above.

IV. Billing Rates, Annual Adjustments, Other Engagement Letter Provisions

18. AlixPartners wishes to clarify provision in its Engagement Letter and the

Initial Declaration referring to hourly-rates denominated in non-US currency and how they will

be converted to U.S. Dollars. As such, AlixPartners agrees to the following provisions.

19. In respect of AlixPartners’ non-US billing rates, as set forth in Section 1 of

Schedule 1 to the Engagement Letter as well as any other similar payment arrangements in the

Application, the exchange rate conversion provisions therein are hereby clarified to provide that

(A) such exchange rate conversions of non-US billing rates will be made using the applicable exchange rate determined as of the final date of the applicable billing period and (B) such non-

US billing rates, after conversion to U.S. Dollars, may potentially exceed the U.S. rates for the equivalent position.

20. In respect of paragraph 9 of the Initial Declaration, the table included therein is replaced, in its entirety, with the following:

U.S. U.K. Europe

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(based on exchange (based on exchange rates rates as of as of 9/30/09)8 9/30/09)7 Managing Directors $ 685-995 $835.91 - 987.16 $984.96 - 1,167.36 Directors $ 510-685 $668.72 - 796.10 $766.08 - 919.30 Vice Presidents $ 395-505 $461.74 - 605.04 $612.86 - 758.78 Associates $ 260-365 $334.36 - 445.82 $459.65 - 459.65 Analysts $ 235-260 $222.91 - 246.79 $401.28 - 401.28 Paraprofessionals $ 180-200 $199.03 - 199.03 $306.43 - 306.43

21. AlixPartners agrees to file with the Bankruptcy Court, and serve the

Debtors, the Creditors’ Committee and the U.S. Trustee, notice of any change in the hourly- based rates of its partners, associates and paraprofessionals. I represent that, if AlixPartners’ billing rates are increased on an across-the-board basis, AlixPartners will accordingly file a notice of rate increase.

22. AlixPartners will not be engaging any independent contractors as part of this engagement, any language regarding independent contractors in the Engagement Letter

(including the General Terms and Conditions therein) is deemed deleted in its entirety. To the extent that AlixPartners wishes to retain independent contractors, AlixPartners will file a supplemental retention application.

23. In respect of AlixPartners’ role as an independent contractor, as set forth in Section 3 of the General Terms and Conditions to the Engagement Letter, the first sentence of such section is amended and restated in its entirety to state as follows:

“AlixPartners has been retained under this agreement as an independent contractor with no agency relation to the Company or to any other party, it being understood that AlixPartners shall have no authority to bind, represent or otherwise act as an agent, executor,

7 Exchange rate of 1.5922 GBP per USD.

8 Exchange rate of 1.4592 Euro per USD.

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administrator, trustee, lawyer or guardian for the Company, nor shall AlixPartners have the authority (except in advising Company personnel) to manage money or property of the Company.”

24. In respect of AlixPartners’ Limit of Liability, as set forth in the paragraph

of same title within Section 11 of the General Terms and Conditions to the Engagement Letter,

such paragraph shall be deemed, during the pendency of the Debtors’ chapter 11 cases, to be deleted in its entirety.

V. Other Matters

25. In respect of paragraph 17 of the Initial Declaration, the first sentence

thereof is amended and restated as follows:

“To the best of my knowledge, information and belief, insofar as I have been able to ascertain after reasonable inquiry and except as otherwise set forth herein or in the Disclosed Matters, neither I nor any of AlixPartners’ professional employees: (a) have any connection with the Debtors, their creditors, the United States Trustee for the Southern District of New York (the “U.S. Trustee”), or any other Potential Parties in Interest in these chapter 11 cases or their respective attorneys or accountants; or (b) are related or connected to any United States Bankruptcy Judge for the Southern District of New York, any of the District Judges for the Southern District of New York who handle bankruptcy cases, the U.S. Trustee, or any employee in the Office of the U.S. Trustee.

26. In respect of paragraph 17 of the Initial Declaration, the final bullet

thereunder is deleted in its entirety.

27. In respect of paragraph 19 of the Initial Declaration, the final sentence

thereof is amended and restated as follows:

“AlixPartners will, however, continue to provide professional services to entities that may be creditors or equity security holders of the Debtors or parties in interest in these chapter 11 cases, provided that such services have no relation to, or connection with, these chapter 11 cases or the Debtors which would be materially adverse to the interests of the Debtors’ estates or creditors.”

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28. In respect of paragraph 20 of the Initial Declaration, such paragraph is amended and restated, in its entirety, to state as follows:

“To the best of my knowledge, information and belief, insofar as I have been able to ascertain after reasonable inquiry, neither AlixPartners, nor any employee thereof, holds any interest adverse as to the matters for which it has been employed by the Debtors.” VI. Conclusion

29. AlixPartners continues to submit that it holds no adverse interest as to the matters for which it has been employed by the Debtors and continues to reserve the right to supplement this and all previous declarations in the event that AlixPartners discovers any facts bearing on matters relevant to AlixPartners’ employment by the Debtors.

30. AlixPartners continues to monitor potential connections to parties in interest in the chapter 11 cases so as to use reasonable efforts to ensure that no undisclosed connections exist. To the extent that AlixPartners becomes aware of previously undisclosed connections, AlixPartners will supplement the Initial Declaration and this Supplemental

Declaration with additional disclosures as appropriate.

[Concluded on the following page.]

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Pursuant to 28 U.S.C. § 1746, I declare under the penalty of perjury that the foregoing is true and correct.

Dated: October 3, 2009 AlixPartners, LLP

Lawrence Young Managing Director

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SCHEDULE 1

Potential Parties in Interest

SCHEDULE 1 to Supplemental Declaration of Lawrence Young “Potential Parties In Interest” SCHEDULE 1(A)

Current and Recent Former Entities Affiliated with the Debtors

1302791 Alberta ULC 3634116 Canada Inc. Alex Inc. Allrecipes.com, Inc. Ardee Music Publishing, Inc. Books are Fun Caribe Condor S.A. de C.V. Christmas Angel Productions, Inc. CompassLearning, Inc. Corporativo Reader’s Digest Mexico, S. de R.L. de C.V. Das Beste aus Readers Digest AG 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 IP L.L.C. Direct Holdings Libraries Inc. Direct Holdings U.S. Corp. Distrimedia Services B.V. EAC II Euroselecçoes Publicaçoes E Artigos Promocionais, Lda. FP Real Estate Corporation Funk & Wagnalls Acquisition Corporation Funk & Wagnalls Yearbook Corp. Gareth Stevens, Inc. Group Editorial Readers S. de R.L. de C.V. Home Service Publications, Inc. Homemaker Ventures, Inc. JLC Learning Corp. K-III Preferred Corporation Libri e più, S.r.l. Lifetime Learning Systems, Inc. LLS Acquisition Corporation Optimail Direktwerbeservice GmbHEAC I Oy Valitut Palat-Readers Digest Ab Pegasus Asia Investments Inc. Pegasus Investment, Inc. Pegasus Medien Produktions- und Vertriebsgesellschaft mbH Pegasus Netherlands Services Pegasus Sales, Inc. Pegasus UK Holdings Limited Pleasantville Music Publishing, Inc.

K&E 14398821.12 SCHEDULE 1 to Supplemental Declaration of Lawrence Young “Potential Parties In Interest”

Primedia Reference Inc. R.D. Manufacturing Corporation R.D. Properties, Ltd. RD German Holdings GmbH RD Large Edition, Inc. RD Member Services Inc. RD Netherlands Holdings BV RD Publications, Inc. RD Trade Shows, Inc. RD Walking, Inc. RDA Holding Co. RDA Sub Co. Reader’s Digest (East Asia) Limited Reader’s Digest (Philippines) Inc. Reader’s Digest (Thailand) Limited Reader’s Digest AB [Aktiebolag] Reader’s Digest Argentina LLC Reader’s Digest Asia Pte, Ltd. Reader’s Digest Asia, Ltd. Reader’s Digest Association Far East Limited Reader’s Digest Brasil Ltda Reader’s Digest Children’s Publishing Limited (previously Victoria House Publishing Limited) Reader’s Digest Children’s Publishing, Inc. Reader’s Digest Consumer Services, Inc. Reader’s Digest Deutschland Holding GmbH Reader’s Digest Entertainment, Inc. Reader’s Digest Europe Limited Reader’s Digest European Shared Services B. V. Reader’s Digest Financial Services, Inc. Reader’s Digest Foundation of Canada Reader’s Digest Hellas Publications Company Limited Reader’s Digest Kiadó Korlátolt Felelősségű Társaság Reader’s Digest Latinoamerica, S.A. Reader’s Digest Magazines Limited Reader’s Digest México, S.A. de C.V. Reader’s Digest N.V.-S.A. Reader’s Digest Przeglad Sp. z o.o. Reader’s Digest Sales and Services, Inc. Reader’s Digest Secilmis Yayincilik Dagitim Pazarlama Ticaret Limited Sirketi Reader’s Digest Selecciones S.A. Reader’s Digest Sub Nine, Inc. Reader’s Digest Vyber s.r.o. Reader’s Digest World Services S.A. Reader’s Digest Young Families, Inc. Readers Digest Book and Home Entertainment (India) Private Limited Reiman Advertising & Promotion, Inc.

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SCHEDULE 1 to Supplemental Declaration of Lawrence Young “Potential Parties In Interest”

Reiman Manufacturing , LLC Reiman Media Group, Inc. Retirement Living Publishing Company, Inc. Saguaro Road Records, Inc. Selecçoes do Reader’s Digest (Portugal) S.A. Sélection du Reader’s Digest S.A. SMDDMS, Inc. Span of Time,Inc. Taste of Home Media Group, Inc. Taste of Home Productions, Inc. The Reader’s Digest Association (Canada) ULC The Reader’s Digest Association (Russia) Incorporated The Reader’s Digest Association Limited The Reader’s Digest Association Pty Limited The Reader’s Digest Association, Inc. The Reader’s Digest Ltd. Time Life Custom Publishing Inc. Time Life Education Inc. Time Life Inc. Time-Life Book Program Inc. Time-Life Books Inc. Time-Life Customer Service Inc. Time-Life Libraries Inc. Travel Publications, Inc. Uitgeversmaatschappij The Reader’s Digest B.V. Verlag Das Beste Ges.m.b.H. Verlag Das Beste GmbH VideOvation, 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. Zamfir Holdings, Inc

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SCHEDULE 1 to Supplemental Declaration of Lawrence Young “Potential Parties In Interest”

SCHEDULE 1(B)

Current and Recent Former Directors and Officers

Albert L. Perruzza Alice M. Kijak Alyce C. Alston Andrea C. Martin Andrea R. Newborn Andrew Lack Andrew S.B. Knight Brad Sockloff Cara Schlanger Carrie Tillman Charlene F. Lancaster Christopher Hearing Christopher Reynolds David A. Kirshock David G. Algire Dawn M. Zier Devin White Donna M. Esposito Emma Lawson Eric Loeffel Eric Schrier Eva A. Dillon Frank Lalli Gary E. Muller Gary E. Newman Hanspeter Diener Harold Clarke Harris Williams Harvey Golub Howard Halligan James M. Furey Jean B. Clifton Jeffrey Lass Jeffrey Pachter Jeffrey S. Spar Jesus Capote Jodi G. Kahn Kay L. Kim Keira Krausz Kenneth Friedli Kerry Hatch Lara Bashkoff

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SCHEDULE 1 to Supplemental Declaration of Lawrence Young “Potential Parties In Interest”

Laurie Levasseur Lisa A. Cribari Lisa M. Spivack Lisa Sharples Margaretta (Peggy) Northrop Mark A. Andersen Mark A. Sirota Mary G. Berner Mary Stawikey MaryEllen McLaughlin Mathew Sigman Melanie Andrews Michael A. Brennan Michael Braunschweiger Michael D. Vagnini Michael S. Geltzeiler Mike Jason Monica Williams Neal Goff Patricia Boos Paul Heath Paul L. Gillow Randolph H. Elkins Robert S. Yingling Robert Washburn Stephen A. Ruiz Stephen W. Simon Steven T. Shapiro Susana D’Emic Suzanne M. Grimes Thomas A. Williams Thomas D. Barry Thomasina Cavallo Timothy C. Collins Timothy P. O’shea Todd C. McCarty William D. Shaw William H. Magill William K. Adler

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SCHEDULE 1 to Supplemental Declaration of Lawrence Young “Potential Parties In Interest”

SCHEDULE 1(C)

Lenders and Financial Institutions

1888 Fd Ltd. 280 Funding I 40/86 Eagle Creek CLO 40/86 Fall Creek CLO ABCLO 2007-1 Ltd. Aberdeen Loan Funding Ltd. ACA CLO 2007-1 Ltd. AG Northwoods Capital IV AG Northwoods Capital V AG Northwoods Capital VI Ltd. AG Northwoods Capital VII Ltd. AIG Saturn CLO Ltd. AIG-Sunamerica Senior Floating Rate Fund I Aim Floating Rate Fund Aladdin Greyrock CDO Alcentra Pacifica CDO II Alcentra Pacifica CDO III Allstate Life Insurance Co. Alzette Euro CLO SA American International Group Inc. Aozora Bank Ltd. Apidos CDO I Apidos CDO V Apidos Cinco CDO Ares Enhanced Loan Investment II Ares Enhanced Loan Investment III Ltd. Ares IIIR IVR CLO Ltd. Ares IIR CLO Ltd. Ares IX CLO Ltd. Ares Management LP Ares VII CLO Ltd. Ares VIII CLO Ltd. Ares VIR CLO Ltd. Ares VR CLO Ltd. Ares X CLO Ltd. Ares XI CLO Ltd. Ares XII CLO Ltd.

6

SCHEDULE 1 to Supplemental Declaration of Lawrence Young “Potential Parties In Interest”

Argentum LLC Armstrong Loan Funding Ltd. Atlantis Funding Ltd. Atrium V Atrium VI Aurum CLO 2002-1 Ltd. Avalon Capital Ltd. 3 Azure Funding NA I Azure Funding North America II Babson Capital Management LLP Ballyrock CLO 2006-1 Ltd. Ballyrock CLO 2006-2 Ltd. Battalion CLO 2007-I Ltd. BDCM Fund Adviser LLC Bear Stearns Asset Management as Agent Bear Stearns Loan Trust Belhurst CLO Ltd. Big Sky III Senior Loan Trust Black Diamond International Funding Ltd. BLT 2009-1 Ltd. Blue Mountain Capital Management LLC Bluemountain CLO II Ltd. Bluemountain CLO III Ltd. BSAM Gallatin CLO II 2005 I BSAM Grayston CLO II 2004-I Cadogan Square Clo II BV Cadogan Square Clo III BV Cadogan Square Clo IV BV Callidus Debt Partners CLO Fund IV Callidus Debt Partners CLO VI Canpartners Investments IV LLC Canyon Capital Advisors LLC Canyon Capital CLO 2004 I Canyon Capital CLO 2006-1 Ltd. Canyon Capital CLO 2007-1 Ltd. Canyon Special Opportunities Master Fund Cayman Ltd. Carlyle Credit Partners Financing I Carlyle High Yield Partners IV Ltd. Carlyle High Yield Partners IX Ltd. Carlyle High Yield Partners VI Ltd.

7

SCHEDULE 1 to Supplemental Declaration of Lawrence Young “Potential Parties In Interest”

Carlyle High Yield Partners X Ltd. Carlyle Hy Partners VII Carlyle Hy Partners VIII Castle Garden Funding Cavalry Clo I Ltd. Celts CLO 2007-1 Ltd. Cent CDO 14 Ltd. Champlain CLO Ltd. Chatham Asset High Yield Master Fund Ltd. Chatham Asset Leveraged Loan Offshore Fund Ltd. CIFC Funding 2007-III CIT Group / Equipment Financing CIT Group Inc. CIT Middle Market Loan Trust CIT Middle Market Loan Trust III Citibank Citicorp North America Inc. Clydesdale CLO 2006 Ltd. Clydesdale CLO 2007 Ltd. COA Clo Financing Ltd. COA CLO Financing Ltd. Confluent 3 Ltd. Confluent 4 Ltd. Contrarian Fund Cornerstone CLO Ltd. Credit Suisse - Cayman Isles Branch Credit Suisse Asset Management as Agent Credit Suisse Dollar Senior Loan Fund Lt Credit Suisse Loan Funding LLC Credit Suisse Syndicated Loan Fund CSAM Funding III CSAM Funding IV CSAM Syndicated Loan Fund Deutsche Bank-New York Diversified Credit Portfolio Ltd. DK Acquisition Partners LP Dryden IX - Senior Loan Fund 2005 PLC Dryden XI-Leveraged Loan CDO '06 Dryden XVIII Leveraged Loan 2007 Ltd. DWS Floating Rate Plus Fund

8

SCHEDULE 1 to Supplemental Declaration of Lawrence Young “Potential Parties In Interest”

Eagle Creek Clo Ltd. Eastland CLO Ltd. Eaton Vance CDO IX Ltd. Eaton Vance Cdo VII PLC Eaton Vance CDO VIII Ltd. Eaton Vance Cdo X PLC Eaton Vance Floating Rate Income Trust Eaton Vance Grayson & Co Eaton Vance Institutional Senior Loan Fund Eaton Vance Limited Duration Income Fund Eaton Vance Loan Opportunities Fund Ltd. Eaton Vance Management Eaton Vance Medallion Floating Rate Income Portfolio Eaton Vance Senior Debt Portfolio Eaton Vance Senior Floating Rate Trust Eaton Vance Senior Income Trust Eaton Vance Short Duration Diversified Income Fund Eaton Vance VT Floating Rate Income Fund Euro Galaxy Clo II Euro-Galaxy Clo BV Fall Creek Clo Ltd. Fidelity Ballyrock CLO II Fidelity Ballyrock CLO III Fidelity CIP LLC:Fid Fl Rate First Trust/Four Corners Senior Floating Rate Income Fund Flagship CLO III Flagship CLO IV Flagship CLO V Flagship CLO VI Foothill CLO I Ltd. Foothill Group Inc. Fraser Sullivan CLO I Ltd. Fraser Sullivan CLO II Ltd. Galaxy V CLO Ltd. Galaxy VI CLO Ltd. Galaxy VII CLO Ltd. Galaxy VIII CLO Ltd. Gale Force 1 Clo Ltd. Gale Force 2 CLO Ltd. Gale Force 3 CLO Ltd.

9

SCHEDULE 1 to Supplemental Declaration of Lawrence Young “Potential Parties In Interest”

Gallatin Clo II 2005-1 Ltd. Gallatin CLO III 2007-1 Ltd. Gannett Peak CLO I Ltd. General Electric Capital Corp. Genesis CLO 2007-1 Ltd. Genesis CLO 2007-2 Ltd. Gleneagles CLO Ltd. Gn3 Sip Ltd. GN3 SIP Ltd. Goldentree 2004 Trust Goldentree Credit Opportunities 2nd Fin Ltd. Goldentree Credit Opportunities Financing I Ltd. Goldentree European Financing BV Goldentree Leverage Loan Fin I Ltd. Goldentree Loan Opportunities IV Ltd. Goldentree Loan Opportunities III Ltd. Goldentree Loan Opportunities V Ltd. Goldman Sachs Asset Management CLO plc Grand Central Asset Trust Reg Grayson CLO Ltd. Grayston Clo II 2004-1 Ltd. Greenbriar CLO Ltd. Greyrock Cdo Ltd. GSC Group Cdo Fund VIII Ltd. GSC Partners CDO Fund V Ltd. GSC Partners CDO Fund VIII Ltd. GSC Partners Gemini Fund Ltd. GSO Domestic Capital Funding LLC GSO Gale Force I CLO Gulf Stream-Compass CLO 2002-1 Gulf Stream-Compass CLO 2003-1 Gulf Stream-Compass CLO 2004-I Gulf Stream-Compass CLO 2007 Gulf Stream-Sextant CLO 2007 Halcyon Loan Investors CLO I Ltd. Halcyon Loan Investors CLO II Ltd. Halcyon Structured Am Lssu 2007-2 Halcyon Structured Asset CLO I Halcyon Structured Asset Management European Clo 2006 II BV Halcyon Structured Asset Management European Clo 2007-I BV

10

SCHEDULE 1 to Supplemental Declaration of Lawrence Young “Potential Parties In Interest”

Halcyon Structured Asset Management Lg Secd/ Halcyon Structured Asset Management Long Secured Short Unsecured Ltd. Hamlet II Ltd. Hartford Floating Rate Fund, The Hartford Floating Rate Fund, The Hartford Investment Management Company as Agent Hartford-Floating Bank Loan Sr of Hart Harvard College, President & Fellows of Highland Capital Management LP Highland Loan Funding V Ltd. Highlander Euro Cdo III BV Highlander Euro Cdo IV BV Hillmark Funding Hudson Canyon Funding II Sub Ing International (II)-Senior Bank Loan Eur Ing International (II)-Senior Bank Loan USD Ing Investment Management CLO I Ing Investment Management CLO II Ltd. Ing Investment Management CLO III Ltd. Ing Investment Management CLO IV Ltd. Ing Investment Management CLO V Ltd. Ing Investments LLC-Ing Prime Rate Trust Ing Senior Income Fund Invesco Sagamore CLO Invesco-BLT 2009-1 Ltd. Jasper CLO Ltd. Jersey Street CLO Ltd. JP Morgan Securities Ltd. JPMCB-Secondary Loan & Distressed Credit Trading JPMorgan Bk Branch - 0802 JPMorgan Chase JPMorgan Chase Bank NA Katonah V Ltd. Landmark IX CDO Ltd. Laurelin II BV Laurium LLC LFC2 Loan Funding LLC Lightpoint CLO VIII Ltd. Lightpoint Pan-Euopean Clo 2007-1 Public Ltd. Co. Lightpoint Pan-European Clo 2006 Public Ltd. Co.

11

SCHEDULE 1 to Supplemental Declaration of Lawrence Young “Potential Parties In Interest”

Limerock CLO I Loan Funding IX LLC Loan Funding VI LLC Loomis Sayles Cay Leveraged Senior Loan Fund Loomis Sayles CLO I Ltd. Loyalis Schade NV Madison Park Funding I Ltd. Madison Park Funding II Madison Park Funding III Ltd. Madison Park Funding IV Ltd. Madison Park Funding V Ltd. Madison Park Funding VI Ltd. Malibu CFPI Loan Funding LLC Maps CLO Fund II Ltd. Marlborough Street CLO Ltd. McDonnell Loan Opportunity Ltd. Melody Fund II Melody Fund II LP Merrill Lynch Merrill Lynch & Co Inc Metlife Insurance Co. of Connecticut Metropolitan Life Insurance Co. MFS Floating Rate High Income Fund MFS Floating Rate Income Fund MJX Venture IV CDO Ltd. Monument Park CDO Ltd. Morgan Stanley Prime Income Trust Moselle CLO SA Mountain Capital CLO VI Ltd. Mountain View CLO III Ltd. MSIM Peconic Bay Ltd. Nautique Funding Ltd. NCM Fsim 2008-1 LLC NCM FSIM 2008-1 LLC NCM Gt 2008-2 LLC NCM GT 2008-2 LLC New Mexico Educational Retirement Board Nob Hill Clo II Limited Nomura Bond & Loan Fund Nomura-NCRAM Senior Loan Trust 2005

12

SCHEDULE 1 to Supplemental Declaration of Lawrence Young “Potential Parties In Interest”

Norinchukin Bank Norinchukin Bank-NY Northwoods Capital IV Ltd. Northwoods Capital V Ltd. Nuveen Floating Rate Income Fund Nuveen Floating Rate Income Opportunity Fund Nuveen Multi-Strategy Income & Growth Fund Nuveen Multi-Strategy Income & Growth Fund 2 Nuveen Senior Income Fund Octagon Investment Partners IX Octagon Investment Partners VI Ltd. Octagon Investment Partners VII Ltd. Octagon Investment Partners VIII Ltd. Octagon Investment Partners X Ltd. Octagon Investment Partners XI Ltd. Osprey CDO 2006-I Ltd. Pacifica Cdo II Ltd. Pacifica Cdo III Ltd. Pennant Park Investment Corp. Petrusse Euro CLO SA Pimco Fairway Loan Funding Co. Pimco Southport CLO Pimco6819 Portola CLO Ltd. Pinehurst Trading Inc Post - New Mexico Educational Retirement Board Post - Virginia Retirement System Multi Port Post Aggressive Credit Master Fund LP Post Distressed Master Fund LP Post Strategic Master Fund LP Post Total Return Master Fund LP Potential CLO I Ltd. PPM Grayhawk CLO Ltd. PPM Riviera CBNA Loan Funding Primus CLO I Ltd. Primus CLO II Ltd. Prudential Insurance Co. of America Put961 - Putnam VT Diversified Income Fund Putnam 29x-Funds Trust-Floating Rate Inc. Putnam 73-Premier Income Trust Putnam 74-Master Intermediate Income Trust

13

SCHEDULE 1 to Supplemental Declaration of Lawrence Young “Potential Parties In Interest”

Putnam 75-Diversified Income Trust Putnam Bank Loan Fund (Cayman) Master Putnam Diversified Income Trust Putnam Diversified Income Trust Cayman Master Fund Pyramis Floating Rate High Income Commingled Pool Qualcomm Global Trading Rampart CLO 2007 Ltd. Regiment Capital Ltd. Regiment Cavalry CLO I Resource Europe CLO I BV Riversource 106 Bd Senior Income-Floating Riversource CENT CDO 12 Ltd. Riversource Cent CDO 14 Ltd. Rockwall CDO II Ltd. Rockwall CDO Ltd. Royal Bank of Scotland plc Sagamore Clo Ltd. Saratoga CLO I Ltd. Secondary Loan & Distressed Seneca Nob Hill CLO Senior Income Trust Serves 2006-1 Ltd. SFR Ltd. Shinnecock CLO II Ltd. Silverado CLO 2006-II Ltd. Southfork CLO Ltd. St. James River CLO Ltd. Stedman Loan Funding II Sub HC I Stone Harbor - Commonwealth PA State Employees Stone Harbor - San Joaquin County Employees' Retirement Association Stone Tower CLO VII Ltd. Stone Tower CLO VIII Ltd. Stoney Lane Funding I Ltd. Sun Life Assurance Co. Canada (US) Symphony CLO I Ltd. Symphony CLO II Ltd. Symphony CLO III Ltd. Symphony CLO IV Ltd. Symphony CLO V Ltd. Symphony CLO VI Ltd.

14

SCHEDULE 1 to Supplemental Declaration of Lawrence Young “Potential Parties In Interest”

Toronto Dominion (Texas) LLC Toronto Dominion Bank, The Tribeca Pk CLO Ltd. Trimaran CLO VII Ltd. TRS Cedar LLC Union Square CDO Ltd. Van Kampen Senior Income Trust Van Kampen Senior Loan Fund Veer Cash Flow CLO Ltd. Venture V CDO Ltd. Venture VI CDO Ltd. Venture VII CDO Ltd. Venture VIII CDO Ltd. Vinacasa CLO Ltd. Wasatch CLO Ltd. Waveland-Ingots Ltd. WB Loan Fund 5 Wind River CLO I Ltd. Wind River CLO II - Tate Investors Xl Re Ltd.- Regiment Yorkville CBNA Loan Funding

15

SCHEDULE 1 to Supplemental Declaration of Lawrence Young “Potential Parties In Interest”

SCHEDULE 1(D)

Letter of Credit Beneficiaries

Cleveland Owner Corp. North American Specialty Insurance Co. Prentiss Properties Riverbend Executive Center RLI Insurance Seventh Avenue Limited Partnership

16

SCHEDULE 1 to Supplemental Declaration of Lawrence Young “Potential Parties In Interest”

SCHEDULE 1(E)

Lienholders

Associated Bank, N.A. Bank Of America, N.A. Bankers Leasing Company Cit Communications Finance Corporation Comdisco, Inc. Credit Suisse First Boston, Acting Through Its Cayman Islands Branch De Lage Landen Financial Services, Inc. Dell Financial Services L.L.C. EMC Corporation Forsythe/Mcarthur Associates, Inc. Goldman Sachs Specialty Lending Group, L.P. Hewlett-Packard Financial Services Company IOS Capital JPMorgan Chase Bank, N.A Kansas State Bank Of Manhattan Key Equipment Finance Inc. Minolta Business Solutions, Inc. (F/K/A Minolta Business Systems, Inc.) NMHG Financial Services, Inc. Screen Actors Guild, Inc. The Bank Of New York The Cit Group/Business Credit, Inc. Time Inc. United Leasing Associates Of America, Ltd.

17

SCHEDULE 1 to Supplemental Declaration of Lawrence Young “Potential Parties In Interest”

SCHEDULE 1(F)

Equity Securities Holders

Ares Leveraged Investment Fund II LP Ares Leveraged Investment Fund LP Blue Ridge Investments LLC C.V. Starr & Co. Inc. Citi GoldenTree Ltd. Co-Investment Partners LP Cowen Investments I LLC CV Starr & Co. Inc. DLJ Diversified Partners LP DLJ Diversified Partners-A LP DLJ EAB Partners LP DLJ ESC II LP DLJ First ESC LP DLJ Investment Partners II LP DLJ Investment Partners LP DLJ Merchant Banking II Inc. DLJ Merchant Banking Partners II LP DLJ Merchant Banking Partners II-A LP DLJ Millennium Partners LP DLJ Millennium Partners-A LP DLJ Offshore Partners II CV DLJIP II Holdings LP DLJMB Funding II Inc. EAC III LLC GE Capital Equity Investments Inc. GoldenTree Credit Opportunities Financing I Ltd. GoldenTree European Financing BV GoldenTree European Select Opportunities Master LP GoldenTree High Yield Value Masters Fund LP GoldenTree Master Fund II Ltd. GoldenTree Master Fund Ltd. GoldenTree MultiStrategy Financing Ltd. GPC LVIII LLC GSO Capital Partners LP GSO COF Facility LLC GSO Credit Opportunities Fund (Helios) LP GSO Origination Funding Partners LP

18

SCHEDULE 1 to Supplemental Declaration of Lawrence Young “Potential Parties In Interest”

GSO Special Situations Fund LP GSO Special Situations Overseas Fund LTD GSO Special Situations Overseas Master Fund Ltd. HSBC Partners Group Global Private Equity J. Rothschild Group (Guernsey) Ltd. Jackson National Life Insurance Co. LVC Acquisition II LLC LVC Acquisition LLC Merrill Lynch Capital Corporation MetLife Insurance Company of Connecticut Northwestern Mutual Life Insurance Co., The Old Hickory Fund I LLC Partners Group Direct Investments 2006 LP Partners Group Global Opportunities Ltd. Partners Group Private Equity Performance Holding Ltd. Pearl Holding Ltd. PPM America Private Equity Fund II LP Princess Private Equity Subholding Ltd. RDA Investors I LLC RDA Investors II LLC RDA Investors III, LLC RDA Management LP Reynolds American Defined Benefit Master Fund LP Ripplewood Co-Invest Ripplewood Partners Ripplewood Partners II GP LP Ripplewood Partners II LP Ripplewood Partners II Offshore Parallel Fund LP Ripplewood Partners II Parallel Fund LP Ripplewood Partners LP RP II RHJ Co-Investment Fund LP SGC Partners II LLC Solar Capital LLC Starr International USA Investments LC W Capital Partners LP

19

SCHEDULE 1 to Supplemental Declaration of Lawrence Young “Potential Parties In Interest”

SCHEDULE 1(G)

Professionals

AlixPartners, LLP Arnold & Porter Baker Botts LLP Bradley, Arant, Rose & White LLP Cowan Liebowitz & Latman Cravath, Swaine & Moore LLP Crowell & Moring LLP Curtis, Mallet-Prevost, Colt & Mosle LLP Davis & Gilbert Davis Wright Tremaine Davis, Brown, Koehn, Shors & Roberts PC Dehart And Darr Associates, Inc. Ernst & Young Fennemore Craig Fitzpatrick Cella Harper & Scinto Fried Frank Harris Shriver Jacobson Fross Zelnick Lehrman & Zissu Gowling Lafleur Henderson LLP Hocherman, Tortorella & Wekstein, LLP Hogan & Hartson J.H. Cohn LLP (Advisor to Lenders’ Steering Committee) Jackson Lewis LLP Kelley Drye & Warren Kenyon & Kenyon Kirkland & Ellis Kirkland & Ellis LLP Kobre & Kim LLP Kurtzman Carson Consultants LLC Law Office Of Martha E. Gifford Law Offices Of Michael Dryja Law Offices Of Ronald P. Mysliwiec Littler Mendelson, P.C. Locke & Herbert Manatt, Phelps & Phillips, LLP McDermott Will & Emery McGinnis, Lochridge & Kilgore, L.L.P. McGuire Woods LLP Milbank, Tweed, Hadley & McCloy LLP Miller Buckfire & Co. LLC Miller Korzenik & Sommers Moelis & Co. (Advisor to Lenders’ Steering Committee) Ogilvy Renault LLP

20

SCHEDULE 1 to Supplemental Declaration of Lawrence Young “Potential Parties In Interest”

Perkins Coie LLP Proskauer Rose Quarles & Brady Richards, Layton & Finger, P.A. Shipman & Goodwin LLP Simpson Thacher & Bartlett LLP (Advisor to Lenders’ Steering Committee) Venable, Baetjer And Howard, LLP Weil, Gotshal & Manges LLP Wessels & Pautsch

21

SCHEDULE 1 to Supplemental Declaration of Lawrence Young “Potential Parties In Interest”

SCHEDULE 1(H)

Significant Unsecured Creditors

Acxiom Corporation Aegis USA Inc. Aetna Life Insurance American Customer Care American Express Anderson Mori & Tomotsune Anetorder, Inc Aon Risk Services, Inc. CDS Cellmark Paper, Inc. CH Robinson Worldwide Inc Cinram Manufacturing Colorfx, Inc. CT Printing Limited Dialamerica Marketing Inc Direct Response Marketing Inc. Disney Publishing Worldwide Draftfcb Inc EDS Corporation Equifax Marketing Service Ernst & Young Federal Express Corporation FedEx Trade Networks Fitness Brands, Inc. Fundraising Manager.Com Google Inc HCL Hung Hing Offset Printing Company Ignite Media Solutions Infocrossing Incorporated Innotrac Katahdin Paper Company LLC Leo Paper Products Ltd List Advisor Inc Mcrae Books Srl Mediamark Research & Milbank, Tweed, Hadley & Mccloy LLP Moulton Logistics Management Mtv Networks Myllykoski North America Newpage Corporation North Shore Agency Inc

22

SCHEDULE 1 to Supplemental Declaration of Lawrence Young “Potential Parties In Interest”

Opera Solutions Optical Experts Manufacturing, Inc. (Oem) Oracle Corporation Paxson Communications Television Inc. Peoplesupport Presort Solutions Quad/Graphics Inc Quebecor World Rhino Entertainment Ripplewood Holdings LLC Rr Donnelley Receivables Inc SG Chappaqua A LLC Simon & Schuster Inc. Subsidiary Rights Softchoice Corp Sony Music Special Products Starlite Development Stora Enso North America Sun Vigor Industrial Co Ltd Supremia International Inc Tax Partners, L.L.C. Tempographics Inc. The Bank of New York The FSL Group The Vanguard Group Unica Corporation Universal Music & Video Distribution Upm-Kymmene Incorporated Us Postal Service Us Postal Service Vanguard Well Smarter Ltd West Direct, Inc. Williams Lea Williams Usa Realty Services Co Inc World’s Finest Chocolate

23

SCHEDULE 1 to Supplemental Declaration of Lawrence Young “Potential Parties In Interest”

SCHEDULE 1(I)

Utilities

AT&T AT&T Mobility Cablevision Cablevision Lightpath, Inc. City of Austin City of Seattle Columbia Gas of Ohio ComEd Con Edison DCT Telecom Group, Inc. MCI New Castle-Stanwood New Jersey American Water PSE&G Qwest Sprint Texas Gas Service Time Warner Cable T-Mobile TW Telecom Verizon Verizon Business Verizon California Verizon Wireless Village of Greendale WE Energies XO Communications

24

SCHEDULE 1 to Supplemental Declaration of Lawrence Young “Potential Parties In Interest”

SCHEDULE 1(J)

Insurers

ACE Insuance Co. AIG Illinois National Insurance Co. AIG WorldSource AIG/National Union Fire Insurance Company of Pittsburgh AIG/The Insurance of the State of Pennsylvania Allianz Global Risks Insurance Company Allied World Assurance Co. (U.S.) Inc. American International Life Assurance Co. of NY Chubb Group of Insurance Companies Great American Insurance Co. Hanover Insurance Company Illinois National Insurance Company National Union Insurance Company Ohio Casualty Insurance Company TRISURA Guarantee Insurance Company Vigilant Insurance Co. (Chubb) Washington International Insurance Company Zurich-American Insurance Company

25

SCHEDULE 1 to Supplemental Declaration of Lawrence Young “Potential Parties In Interest”

SCHEDULE 1(K)

Landlords

100 Bush Corporation 1050 Taylors Lane Associates, L.P. 23rd Street Properties 260/261 Madison Equities Corporation 3317 3rd Ave S. Limited Partnership 500-512 Seventh Avenue Limited Partnership Applied Printing Technologies, LP Cognac Willow Oaks LLC CR IV Industrial L.P. Crow Family Holdings Industrial LP Direct Holdings Customer Service, Inc. Duke Construction Limited Partnership Lenner Enterprises, Inc. Norfield Realty Corp Oxford Mrc Inc. & Assurance Vie Desjardins-Laurentienne Inc. Rhode Island & M Associates RPMC Development Company, LLC Sg Chappaqua A LLC The Manufacturers Life Insurance Company The Readers Digest Association Inc. The Riverbend Executive Center, Inc. Timberland One LLC Trident Industrial Park LLC TST 233 N. Michigan, LLC WW&LJ Gateways, Ltd Zeller-Old Orchard, LLC

26

SCHEDULE 1 to Supplemental Declaration of Lawrence Young “Potential Parties In Interest”

SCHEDULE 1(L)

United States Trustee for the Southern District of New York and Key Staff Members

RIFFKIN, LINDA A. DAVIS, TRACY HOPE BROOKS, CATLETHA CATAPANO, MARIA CHOY, DANNY A. DUB, ELIZABETH C. FELTON, MARILYN FIELDS, MYRNA R. GASPARINI, ELISABETTA GOLDEN, SUSAN JOSEPH, NADKARNI KHODOROVSKY, NAZAR LO CASCIO, SARINA MARTIN, MARYLOU MARTINEZ, ANNA M. MASUMOTO, BRIAN S. MENDOZA, ERCILIA A. MORONEY, MARY V. NAKANO, SERENE MORRISSEY, RICHARD C. PHILLIPS, NIGEL SCHWARTZ, ANDREA B. SCHWARTZBERG, PAUL K. SHARP, SYLVESTER SOTO, HECTOR VELEZ-RIVERA, ANDY ZIPES, GREG M.

27

SCHEDULE 1 to Supplemental Declaration of Lawrence Young “Potential Parties In Interest”

SCHEDULE 1(M)

Significant Customers

Active Media Services, Inc. American List Council Avon US Inventory Baker & Taylor Marketing Services Books Are Fun Ltd. Broward County School Board Campbell Mithun/Mn Carat USA Cleveland Municipal School District Clx Advertising Comag Cramer-Krasselt Direct Brands, Inc. Direct Media, Inc. Disney Press Ford Motor Media Icon International Print Div Initiative Media IPG Shared Services Kraft Foods Inc. McNeill Group, Inc. Media Brokers International Mediacom Worldwide Inc. Mediaedge:Cia Mediavest Ww C/O Resources Miami-Dade County School Board Mindshare MPG USA OMD New York Optimedia Direct Palm Beach County School Board Penguin Group PHD USA Re:Sources Scholastic Book Fairs Simon & Schuster Universal McCann Warner-Elektra-Atlantic Corporation West Direct II, Inc Y&R-Shared Financial Service Zenith Media

28

SCHEDULE 1 to Supplemental Declaration of Lawrence Young “Potential Parties In Interest”

SCHEDULE 1(N)

Governmental Entities (Including Taxing Authorities)

Board of Equalization, Sacramento, Ca BWC State Insurance Fund Canada Customs & Revenue Agency Canada Revenue Agency Canada Revenue Agency City of Seattle Cuyahoga County Treasurer Delaware Secretary of State Department of Labor & Industry, Seattle Washington Internal Revenue Service Jefferson County Treasurer Louisiana Department of Revenue Minister of Revenue of Quebec New Jersey Division of Taxation New York State Corporation Tax New York State Sales Tax NYC Department of Finance Ohio Treasurer of State State of Michigan Tennessee Department of Revenue Texas State Comptroller Treasurer of the State of Ohio Treasurer State of Iowa Washington Department of Revenue Wisconsin Department of Revenue

29

SCHEDULE 1 to Supplemental Declaration of Lawrence Young “Potential Parties In Interest”

SCHEDULE 1(O)

Litigation Parties

Allegra Green American Marketing Services Avivit Dolgin Becker & Mayer Benjamin Madden and Sean Flanagan Chris Sears Dara Furlow Dov Levine Enjoy The City, Inc. Jospeh Gonzalez Lillian Vernon Corporation Q Group Ramonita Covas Bernier Shari and Mark Hoffman Wedelle Etienne

30

SCHEDULE 2

Client-Chart

SCHEDULE 2 to Supplemental Declaration of Lawrence Young “Client Chart”

Name of Entity Searched Name of Entity and/or Affiliate of Status Entity, that is an AlixPartners Client Allstate Life Insurance Allstate Insurance Company Former American Express American Express Travel Former AON Risk Services AON Service Corporation Current AON Corporation Current AON Re Former

Arnold & Porter LLP Arnold & Porter LLP Current Arnold & Porter LLP Former

AT&T AT&T Latin America Former AT&T Mobility AT&T Consumer Services Former AT&T L.A. Audit Committee Former AT&T Former Avon US Inventory Avon Products Current Baker & Botts Baker & Botts Current Baker & Botts Former Baker & Taylor Baker & Taylor Former Bank of America, N.A Bank of America, N.A Current Bank of America Former Bank of America Corporation Former Banc of America Securities LLC Current Carlyle Cr Parts Financing I Carlyle Galaxy Wilshire Current Carlyle High Yield Part IV Ltd Carlyle Group Former Carlyle High Yield Part IX Ltd Carlyle High Yield Part VI Ltd Carlyle High Yield Part X Ltd Carlyle Hy Part VII Carlyle Hy Part VIII Chubb Group of Insurance Chubb Insurance Former Companies Chubb Former Federal Insurance Company Former Citibank Citi Former Citicorp North America Citi Real Estate Former Citi CDO Portfolio Valuation Current Citigroup Former Citigroup, Inc. Current Citigroup Principal Investment Japan Former Limited Cravath Swaine & Moore Cravath Swaine & Moore Former Credit Suisse Asset Management CSFB Former

1

SCHEDULE 2 to Supplemental Declaration of Lawrence Young “Client Chart”

Name of Entity Searched Name of Entity and/or Affiliate of Status Entity, that is an AlixPartners Client Credit Suisse First Boston Credit Suisse Former Credit Suisse Loan Funding LLC Credit Suisse First Boston Current Credit Suisse Securities LLC Former Crowell & Moring LLP Crowell & Moring LLP Current Dell Financial Services Dell, Inc. Former Current Deutsche Bank – New York Deutsche Bank Current Deutsche Bank AG Former Deutsche Bank AG – London Former EDS Corporation Electronic Data Systems Former Ernst & Young Ernst & Young Former Ernst & Young LLP Current Federal Express Corporation FedEx Office Current Fidelity Ballyrock Clo II, Fidelity Fidelity & Deposit Former Ballyrock Clo III and Fidelity Cip LLC: Fid Fl Rate Ford Motor Media Ford Motor Credit Former GE Capital Equity Invest, Inc. GECC Former General Electric Capital General Electric Capital Corp. Former Corporation Goldman Sachs Asset Mgmt Clo P Goldman Sachs Japan Co., Ltd Current Goldman Sachs Specialty Lending Group, L.P GSO Capital Partners GSO Capital - BWTP Current Hartford Flting Rt Fd Hartford Financial Products Current Hartford Investment Management Company Hartford-Fltg Bk Ln Sr Of Hart Hewlett-Packard Financial Services Hewlett-Packard France Current Company Hewlett Packard Current Hogan & Hartson, LLP Hogan & Hartson, LLP Former HSBC Partners Group Global HSBC Current Private Equity HSBC Bank Former Ing Intl (II)-Sr Bank Loan Usd ING Capital Former Ing Intl (II)-Sr Bk Ln Eur Ing Inv LLC-Ing Prm Rt Tr Ing Inv Mgmt Clo I Ing Inv Mgmt Clo II Ltd Ing Inv Mgmt Clo III Ltd Ing Inv Mgmt Clo IV Ltd Ing Inv Mgmt Clo V Ltd Ing Sr Inc Fd

2

SCHEDULE 2 to Supplemental Declaration of Lawrence Young “Client Chart”

Name of Entity Searched Name of Entity and/or Affiliate of Status Entity, that is an AlixPartners Client JP Morgan Chase Bank JPM Chase Former JP Morgan Chase Current JP Morgan Chase Bank Current

Kelley, Drye & Warren Kelley, Drye & Warren Current Kirkland & Ellis LLP Kirkland & Ellis LLP Current Former Kraft Foods Kraft Foods North America Former Kraft Foods Former Lillian Vernon Corporation Lillian Vernon Corporation Current Former Littler Mendelson Littler Mendelson, P.C. Current Former McDermott Will & Emery McDermott Will & Emery Current Former McGuire Woods McGuire Woods Current Former MCI MCI-Worldcom Former Merrill Lynch & Co. Merrill Lynch Current Former Milbank, Tweed, Hadley & Milbank, Tweed, Hadley & McCloy Current McCloy Morgan Stanley Prm Inc Tr Morgan Stanley Japan Securities Current Morgan Stanley & Co Incorporated Current Nomura Bond & Loan F Nomura Securities Former Nomura-Ncram Sr Ln Tr 2005 Nomura Holdings Inc. Former Oracle Corporation Oracle Corporation Current Former Perkins Coie Perkins Coie Former Proskauer Rose, LLP Proskauer Rose, LLP Former Prudential Insurance Company of Prudential Financial, Inc. Former America Qwest Qwest Former Richards Layton & Finger Richards Layton & Finger Former R.R. Donnelley Receivables, Inc R.R. Donnelley Former Simpson Thacher & Bartlett Simpson Thacher & Bartlett Current Former Sony Music Special Products Sony DADC International Former Sony Europe Former Stora Enso North America Stora Enso AB Former Time Inc. AOL Time Warner Former Time Life Custom Publishing Inc.

3

SCHEDULE 2 to Supplemental Declaration of Lawrence Young “Client Chart”

Name of Entity Searched Name of Entity and/or Affiliate of Status Entity, that is an AlixPartners Client Time Life Education Inc. Time Life Inc. Time Warner Cable Of NYC Time-Life Book Program Inc., Time-Life Books Inc Time-Life Customer Service Inc. Time-Life Libraries Inc Van Kampen Senior Income Tr and Van Kampen American Capital Former Van Kampen Sr Ln Fd Van Kampen Merritt Former Verizon Verizon Former Verizon Business Verizon Communications Former Verizon California Weil, Gotshal & Manges LLP Weil, Gotshal & Manges LLP Current Former Zurich-American Insurance Zurich Insurance Company Former Company

4

SCHEDULE 3

90-Day Payment Information

Reader’s Digest Association Ledger History - 90 Days Prior to Filing (and Retainer Payment) (note – all invoices were in US Dollars, after applicable conversion from Non-US Currency)

Invoice No. Invoice Date Payment Date Service Period Covered Amount Paid to Applicable Non-US AlixPartners by Conversion Currency Debtors (USD) Rate Used 2019739 5/14/2009 6/8/2009 Incept. – 04/30/2009 145,641.56 1.4718 GBP 2020373 6/22/2009 7/1/2009 05/01/2009 – 05/31/2009 327,589.22 1.6194 GBP 2020888 7/27/2009 8/7/2009 06/01/2009 – 06/30/2009 339,538.26 1.6529 GBP 2021067 8/10/2009 8/14/2009 07/01/2009 – 07/31/2009 474,706.40 1.6450 GBP Total Billed (UK): $ 1,287,475.43

2019733 5/14/2009 6/8/2009 Incept. – 04/30/2009 303,580.45 1.3216 EUR 2020328 6/22/2009 7/1/2009 05/01/2009 – 05/31/2009 540,282.69 1.4154 EUR 2020887 7/27/2009 8/7/2009 06/01/2009 – 06/30/2009 298,365.94 1.4048 EUR 2021066 8/10/2009 8/14/2009 07/01/2009 – 07/31/2009 95,798.46 1.4061 EUR Total Billed (EU): $ 1,238,027.55

2019734 5/14/2009 6/8/2009 Incept. – 04/30/2009 $679,576.37 2020372 6/22/2009 7/1/2009 05/01/2009 – 05/31/2009 $1,063,297.23 2020886 7/27/2009 8/7/2009 06/01/2009 – 06/30/2009 $1,440,747.52 2021016 8/10/2009 8/14/2009 07/01/2009 – 07/31/2009 $1,503,780.62 2021089 8/14/2009 8/21/2009 Est. Invoice $1,151,200.00 2021219 8/14/2009 8/21/2009 Est. Invoice $525,000.00 Total Billed (US): $ 6,363,601.74

Grand Total $ 8,889,104.72 All Fees & Exp.

2019433 4/21/2009 4/29/2009 Retainer Invoice $500,000.00 Retainer