Exhibit 10.50


                                                                                EXECUTION
      COPY

    
 

    90-DAY
      REVOLVING LOAN AGREEMENT

     

    
      	
              JPMorgan
                Chase Bank, N.A.

              270
                Park Avenue

              New
                York, NY 10017

            	
              The
                Royal Bank of Scotland plc

              101
                Park Avenue

              New
                York, NY 10178

            


    

     

    September
      25, 2006

     

    The
      Reader’s Digest Association, Inc.

    Reader’s
      Digest Road

    Pleasantville,
      NY 10570-7000

     

    Ladies
      and Gentlemen:

    


    The
      Reader’s Digest Association, Inc. (the “Borrower”)
      has
      requested JPMorgan Chase Bank, N.A. (“JPMCB”)
      and
      The Royal Bank of Scotland plc (“RBS”
and,
      together with JPMCB, the “Lenders”)
      to
      extend commitments under which the Borrower may obtain loans (each such loan,
      a
“Loan”
and
      collectively, the “Loans”)
      on a
      revolving credit basis on and after the date hereof and at any time from time
      to
      time prior to the Maturity Date (as defined below) in an aggregate principal
      amount outstanding at any time not to exceed $50,000,000. The Lenders have
      agreed to make such Loans on the terms and subject to the conditions set forth
      or incorporated by reference herein. The proceeds of the Loans will be used
      for
      general corporate purposes.

    


     

    SECTION
      1.01. Defined
      Terms; Construction.
      Subject
      to the following sentence, all capitalized terms used in, or incorporated by
      reference into, this Agreement but not otherwise defined herein shall be defined
      as set forth in the Five-Year Revolving Credit Agreement dated as of April
      14,
      2005 (as amended, restated, supplemented or otherwise modified from time to
      time, the “Existing
      Five-Year Credit Agreement”),
      among
      the Borrower, certain subsidiaries of the Borrower, the lenders party thereto
      and JPMorgan Chase Bank, N.A., as administrative agent and collateral
      agent, but with the definitions in the Existing Five-Year Credit Agreement
      being
      modified and construed in accordance with the following sentence. All references
      in the Existing Five-Year Credit Agreement, including in the schedules thereto
      (or in provisions and schedules incorporated herein from the Existing Five-Year
      Credit Agreement or defined terms used in such provisions and schedules) to
      (i) the “Lenders”, the “Required Lenders”, the “Administrative Agent”, the
“Collateral Agent” or the “Agents” shall be deemed to be references to the
      Lenders party to this Agreement, (ii) the “Borrowers” or the “Company” shall be
      deemed to be references to the Borrower (as defined herein), (iii) any
“Borrowing Subsidiary” or “Canadian Subsidiary” shall be disregarded, (iii) the
“Subsidiary Guarantors” shall be deemed to be references to the subsidiaries of
      the Borrower identified as “Guarantors” on the signature pages hereto, (iv) the
“Loan Parties” shall be deemed to be references to the Borrower and the
      Subsidiary Guarantors, (v) “the “Commitments” shall be deemed to be
      references to the commitments of the Lenders hereunder (the initial amounts
      of
      such Commitments being $25,000,000 for each Lender and $50,000,000 in the
      aggregate for both Lenders), (vi) “Loans” shall be deemed to be references to
      the Loans (as defined herein), (vii) “Interest Periods” shall be deemed to be
      references to “Interest Periods” as defined in the Existing Five-Year Credit
      Agreement, but without giving effect to references in such definition to
      Interest Periods of three or six months’ duration and with Interest Periods
      shorter than one month to be available subject to the consent of all the Lenders
      to each such shorter Interest Period, (viii) “the date hereof” or “the date
      of this Agreement” shall be deemed to be references to the date of this
      Agreement, (ix) “this Agreement” or any “Loan Document” shall be deemed to
      be references to this Agreement, (x) the “Maturity Date” shall be deemed to
      be November 30, 2006, (xi) the “Transactions” shall mean the execution, delivery
      and performance of this Agreement and the borrowings hereunder, (xii) the
“Effective Date” shall be deemed to be a reference to the date on which the
      obligations of the Lenders under this Agreement shall become effective, and
      (xiii) Articles and Sections shall be deemed to be references to such
      Articles and Sections as incorporated by reference herein.

     


    
      
         

      

      
        -1-

        
          

        

      

      
         

      

    


    SECTION
      1.02. Commitments.
      Subject
      to the terms and conditions and relying on the representations and warranties
      set forth or incorporated by reference herein, each Lender severally agrees
      to
      make Loans to the Borrower, at any time and from time to time on and after
      the
      date hereof and until the earlier of the Maturity Date and the termination
      of
      the Commitments in accordance with the terms hereof, in an aggregate principal
      amount outstanding at any time not to exceed such Lender’s Commitment, as the
      same may be reduced from time to time pursuant to the terms hereof; provided,
      however,
      that
      the Borrower shall not request, and Lenders shall not be obligated to make,
      any
      such Loan if, at the time of making such Loan, the aggregate Commitments (as
      defined in the Existing Five-Year Revolving Credit Agreement) of the lenders
      under the Existing Five-Year Credit Agreement shall exceed the aggregate
      Revolving Credit Exposures (as defined in the Existing Five-Year Revolving
      Credit Agreement) of such lenders. Within the limits of the preceding sentence,
      the Borrower may borrow, pay or prepay and reborrow Loans on and after the
      date
      hereof and prior to the Maturity Date, on the terms and subject to the
      conditions and limitations set forth herein.

    


    SECTION
      1.03. Incorporation
      by Reference.
      (a) The
      provisions of the following Articles and Sections of the Existing Five-Year
      Credit Agreement are incorporated herein by reference in their entirety, it
      being agreed that (i) such provisions, including the defined terms used
      therein and the definitions of such terms in the Existing Five-Year Credit
      Agreement, shall be construed in accordance with Section 1.01 hereof, (ii)
      all references in such provisions to notices, deliveries or payments to the
      Administrative Agent will be deemed to refer to notices or deliveries given
      or
      made simultaneously to both Lenders or to payments made simultaneously and
      ratably to both Lenders, and all references in such provisions to notices to
      be
      given and actions to be taken by the Administrative Agent will be deemed to
      refer to notices jointly given and actions jointly taken by both Lenders and
      (iii) in the event of any inconsistency between the provisions incorporated
      herein by reference and the provisions expressly set forth herein, the
      provisions expressly set forth herein shall control:

    


    Article II:
      Sections 2.02, 2.03, 2.04(a) (except that such paragraph shall be deemed to
      require that each Lender fund its Loans by wire transfer of funds to the account
      specified by the Borrower in the Borrowing Request delivered pursuant to Section
      2.03 and the second sentence of such paragraph shall be disregarded), 2.05
      (other than paragraph (c) of such Section), 2.06 (other than paragraph (d)
      of
      such Section), 2.07 (other than paragraph (b) of such Section), 2.08, 2.09,
      2.10, 2.11, 2.14, 2.15, 2.16, 2.17, 2.18, 2.19, 2.20, 2.21 and 2.22(a) (with
      the
      references in Sections 2.11 and 2.14 to $10,000,000 being deemed to be
      references to $5,000,000); 

     

    Article
      III:
      All
      Sections in Article III (other than Sections 3.01(d), 3.01(f)(ii) and (iii),
      3.01(g) and 3.01(i), and with the references in Section 3.01(h)(iii)(A) and
      (B)
      being deemed to require, in lieu of resolutions of the Board of Directors of
      the
      Borrower specifically authorizing the transactions contemplated hereby, evidence
      satisfactory to the Lenders that the terms of this Agreement are being approved
      by the chief executive officer of the Borrower pursuant to a delegation of
      authority from the Board of Directors of the Borrower, and that the execution
      and delivery of this Agreement have been approved pursuant to such delegation
      of
      authority);

     


    
      
         

      

      
        -2-

        
          

        

      

      
         

      

    


    Article
      IV:
      All
      Sections in Article IV (except that references to “June 30, 2004” and to “KPMG
      LLP” in Section 4.04 will be deemed to refer to June 30, 2006, and to Ernst and
      Young LLP, respectively, and Sections 4.04(a)(ii) and 4.14 shall be
      disregarded); 

     

    Article
      V:
      All
      Sections in Article V (other than Sections 5.09 and 5.10);

     

    Article
      VI:
      All
      Sections in Article VI; 

     

    Article
      VII:
      All
      provisions of Article VII;

     

    Article
      IX:
      Section
      9.03 (other than the clause “, and without limiting the provisions of Section
      9.01,” in the first sentence thereof); and

     

    Article
      X:
      Section
      10.01(a) and (c) (with such paragraph (c) being deemed to require that notices
      be sent to each Lender at the address for notices specified in the Existing
      Five-Year Credit Agreement or at such other address as such Lender shall specify
      by notice to the Borrower and the other Lender from time to time), 10.02, 10.03,
      10.05, 10.06, 10.07, 10.08, 10.09, 10.10, 10.14(a) and (d) and
      10.19.

     

    (b)
      The
      Schedules attached to the Existing Five-Year Credit Agreement (other than
      Schedule 2.01, which is replaced by Annex I hereto) will be deemed to
      be attached hereto, with the terms used therein being defined as set forth
      herein.

     

    SECTION
      1.04. Additional
      Condition to Effectiveness.
      In
      addition to the conditions to the effectiveness of this Agreement incorporated
      by reference from the Existing Five-Year Credit Agreement, it shall be a
      condition to the effectiveness of this Agreement that the “Covenant Effective
      Date” (as defined in the Second Amendment and Consent dated on or about
      September 28, 2006, to the Existing Five-Year Credit Agreement) shall have
      occurred or shall simultaneously occur. 

    



    
      
         

      

      
        -3-

        
          

        

      

      
         

      

    



    IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
      executed by their respective authorized officers as of the date first above
      written.

     

    


    
      	
              JPMORGAN
                CHASE BANK, N.A., as a Lender,

               

            	 
	
              by:

            	 
	 	
              /s/
                Randolph Cates

            	 
	 	
              Name:
                Randolph Cates

              Title:
                Vice President

            	 


    

    


    


    


    
      	
              THE
                ROYAL BANK OF SCOTLAND PLC,
                as a Lender,

               

            	 
	
              by:

            	 
	 	
              /s/
                Andrew Wynn

            	 
	 	
              Name:
                Andrew Wynn

              Title:
                Managing Director

            	 


    

    


    


    


    


    
      	
              Accepted
                and Agreed to as of the date first appearing above:

            	 
	
              THE
                READER’S DIGEST ASSOCIATION, INC., as Borrower,

            	 
	 	 	 	 
	 	
              by

            	
              /s/
                William H. Magill

            	 
	 	
              Name:
                William H. Magill

            	 
	 	
              Title:
                Vice President and Treasurer

            	 


    

    


    


    


    
      	
              BOOKS
                ARE FUN, LTD., as a Guarantor,

            	 
	 	 	 	 
	 	
              by

            	
              /s/
                William H. Magill

            	 
	 	
              Name:
                William H. Magill

            	 
	 	
              Title:
                Vice President and Treasurer

            	 


    

    


    



    
      
         

      

      
        -4-

        
          

        

      

      
         

      

    



    


    
      	
              QSP,
                INC., as a Guarantor,

            	 
	 	 	 	 
	 	
              by

            	
              /s/
                William H. Magill

            	 
	 	
              Name:
                William H. Magill

            	 
	 	
              Title:
                Vice President and Treasurer

            	 


    

    


    


    


    
      	
              REIMAN
                MEDIA GROUP, INC., as a Guarantor,

            	 
	 	 	 	 
	 	
              by

            	
              /s/
                William H. Magill

            	 
	 	
              Name:
                William H. Magill

            	 
	 	
              Title:
                Vice President and Treasurer

            	 


    

    



    
      
         

      

      
        -5-

        
          

        

      

      
         

      

    



    


    Commitments

     

     

    

      
        	 	
                Lender

              	
                Allocation

              	 
	 	
                JPMorgan
                  Chase Bank, N.A.

              	
                $25,000,000.00

              	 
	 	
                The
                  Royal Bank of Scotland plc

              	
                $25,000,000.00

              	 
	 	 	 	 
	 	
                Total:

              	
                $50,000,000.00