READERS DIGEST ASSOCIATION INC
<DOCUMENT>
<TYPE>EX-10.30
<SEQUENCE>4
<FILENAME>f8k030626e1030.txt
<TEXT>
                                                                   Exhibit 10.30

                                                                  EXECUTION COPY

                                    FIRST AMENDMENT, dated as of June 27, 2003
                           (this "AMENDMENT"), to the $192,500,000 AMENDED AND
                           RESTATED FIVE-YEAR REVOLVING CREDIT AND COMPETITIVE
                           ADVANCE FACILITY AGREEMENT, dated as of May 20, 2002
                           (the "CREDIT AGREEMENT"), among THE READER'S DIGEST
                           ASSOCIATION, INC., a Delaware corporation (the
                           "COMPANY"), the BORROWING SUBSIDIARIES party thereto
                           (the "BORROWING SUBSIDIARIES"), the LENDERS party
                           thereto (the "LENDERS") and JPMORGAN CHASE BANK, as
                           administrative agent (in such capacity, the
                           "ADMINISTRATIVE AGENT") and collateral agent (in such
                           capacity, the "COLLATERAL AGENT").

                                   WITNESSETH:

                  WHEREAS, pursuant to the Credit Agreement, the Lenders have
agreed to extend credit to the Borrowers on the terms and subject to the
conditions set forth therein.

                  WHEREAS, the Company has requested that the Required Lenders
amend certain provisions of the Credit Agreement as set forth in this Amendment,
and the Lenders whose signatures appear below, constituting at least the
Required Lenders, are willing to amend the Credit Agreement on the terms and
subject to the conditions set forth herein.

                  NOW, THEREFORE, in consideration of the mutual agreements
herein contained and other good and valuable consideration, the sufficiency and
receipt of which are hereby acknowledged, the parties hereto hereby agree as
follows:

     SECTION 1. DEFINED TERMS.  Capitalized terms used but not otherwise defined
herein have the meanings assigned to them in the Credit Agreement.



<PAGE>
                                                                               2

     SECTION 2. AMENDMENTS TO SECTION 1.01. Section 1.01 of the Credit Agreement
is hereby amended as follows:

     (a)  by deleting in its entirety the table set forth in the  definition of
          the term "Applicable Rate" and substituting the following therefor:


--------------------------------------------------------------------------------

             Ratings               Eurodollar       ABR Spread    Facility
          (S&P/Moody's)             Spread                           Fee
----------------------------     -------------   -------------  --------------

Level 1                            1.500%            0.500%         0.250%

higher than BBB-/Baa3
----------------------------     -------------   -------------  --------------

Level 2                            1.875%            0.875%         0.375%

BBB-/Baa3
----------------------------     -------------   -------------  --------------

Level 3                            2.250%            1.250%         0.500%

BB+/Ba1
----------------------------     -------------   -------------  --------------

Level 4                            2.500%            1.500%         0.500%

BB/Ba2
----------------------------     -------------   -------------  --------------

Level 5                            2.750%            1.750%         0.500%

lower than BB and Ba2
or unrated
--------------------------------------------------------------------------------

          (b)  by  deleting  in  its  entirety  the   definition   of  the  term
     "Consolidated EBITDA" and substituting the following therefor:

                  "CONSOLIDATED EBITDA" means, for any period, Consolidated Net
         Income for such period PLUS, to the extent not otherwise included in
         such Consolidated Net Income, the sum (without duplication) of (a)
         income tax expense, (b) Interest Expense, (c) depreciation and
         amortization, (d) non-recurring, non-cash restructuring charges and
         cash restructuring charges identified in Schedule 1.01(a), (e) losses
         on the contemplated sale of the Company's subsidiary gifts.com, Inc.,
         and extraordinary losses, (f) non-cash charges in respect of
         compensation paid to employees or members of the Board of Directors of
         the Company in the form of equity incentives (including, but not
         limited to, stock options, restricted stock and deferred stock) and (g)
         the cumulative effect of changes in accounting principles, minus, to
         the extent added in computing such Consolidated Net Income, the sum
         (without duplication) of (x) consolidated interest income, (y)
         extraordinary gains and (z) the cumulative effect of changes in
         accounting principles."

     SECTION 3.  AMENDMENT  TO SECTION  6.06(i).  Section  6.06(i) of the Credit
Agreement is hereby amended in its entirety to read as follows:

<PAGE>
                                                                               3

                  "(i) acquisitions of Equity Interests or assets for
         consideration with a value not greater than $25,000,000 during any
         fiscal year of the Company; provided that after June 30, 2004, any
         acquisition of Equity Interests or assets may be completed without
         regard to such limitation so long as (i) no Default shall have occurred
         and be continuing at the time of such acquisition, (ii) the Company
         shall have delivered to the Agents a certificate of a Financial Officer
         demonstrating pro forma compliance with the covenant set forth in
         Section 6.13 (but with each applicable ratio reduced by 0.25) and (iii)
         the Company shall have Ratings of at least BBB- and Baa3, in each case
         with stable outlook;"

     SECTION 4. AMENDMENT TO SECTION 6.13.  Section 6.13 of the Credit Agreement
is hereby amended in its entirety to read as follows:

                  "SECTION 6.13. CONSOLIDATED LEVERAGE RATIO. The Company will
         not permit the Consolidated Leverage Ratio as of any date during any
         period set forth below to be greater than the ratio set forth opposite
         such period:

                Period                                      Ratio
                ------                                      -----
        Effective Date through 9/30/02                    3.90:1.00
        10/1/02 through 3/31/03                           3.75:1.00
        4/1/03 through 6/30/03                            3.60:1.00
        7/1/03 through 9/30/03                            4.25:1.00
        10/1/03 through 6/30/04                           3.75:1.00
        7/1/04 through 9/30/04                            4.00:1.00
        10/1/04 through 12/31/04                          3.25:1.00
        1/1/05 through 3/31/05                            3.00:1.00
        4/1/05 through 9/30/05                            2.75:1.00
        10/1/05 and thereafter                            2.50:1.00"

     SECTION 5. AMENDMENTS TO SECTION 6.15. Section 6.15 of the Credit Agreement
is hereby amended in its entirety to read as follows:

                  "SECTION 6.15. CAPITAL EXPENDITURES. The Company will not
         permit Consolidated Capital Expenditures to exceed (i) $40,000,000
         during any fiscal year of the Company ending on or prior to June 30,
         2003, (ii) $30,000,000 during the fiscal year of the Company ending on
         June 30, 2004, or (iii) $40,000,000 during any fiscal year of the
         Company thereafter; PROVIDED that, notwithstanding

<PAGE>
                                                                               4

          the foregoing,  an amount not greater than 50% of the scheduled amount
          available for capital  expenditures  in any given year but not used in
          such year may be used for capital  expenditures in the next subsequent
          year only (it being agreed that the scheduled amount for any year will
          be deemed used before any amount carried over from a prior year)."


     SECTION  6.  AMENDMENTS  TO  SECTION  10.12.  Section  10.12 of the  Credit
Agreement is hereby  amended by inserting  the  following  sentence  immediately
after the final sentence of such Section:

                  "Notwithstanding anything herein to the contrary, the
         Borrower, each Lender and the Agent (and each employee, representative,
         or other agent of each of the foregoing parties) may disclose to any
         and all Persons without limitation of any kind, the U.S. tax treatment
         and U.S. tax structure of the transactions contemplated hereby and all
         materials of any kind (including opinions or other tax analyses) that
         are provided to any of the foregoing parties relating to such U.S. tax
         treatment and U.S. tax structure."

     SECTION 7. AMENDMENTS TO SCHEDULE  1.01(a).  Schedule 1.01(a) to the Credit
Agreement is hereby replaced with Schedule 1.01(a) to this Amendment.

     SECTION 8. REPRESENTATIONS,  WARRANTIES AND AGREEMENTS.  The Company, as to
itself and each of its  Subsidiaries,  hereby  represents  and  warrants  to and
agrees with each Lender and the Administrative Agent that:

     (a) The  representations  and  warranties  set forth in  Article  IV of the
Credit  Agreement,  as amended  hereby,  are true and  correct  in all  material
respects on and as of the Amendment Effective Date (as defined below), and after
giving  effect to this  Amendment,  with the same effect as if made on and as of
such date, except to the extent such  representations  and warranties  expressly
relate to an earlier date.

     (b) This Amendment has been duly authorized,  executed and delivered by the
Company.  Each of this  Amendment  and the Credit  Agreement  as amended  hereby
constitutes  a legal,  valid and  binding  obligation  of the  Company  and each
Borrowing  Subsidiary,  enforceable  against  the  Company  and  each  Borrowing
Subsidiary in accordance with its terms, except as enforceability may be limited
by (i) any  applicable  bankruptcy,  insolvency,  reorganization,  moratorium or
similar laws affecting the enforcement of creditors'  rights  generally and (ii)
general principles of equity.

     (c) As of the Amendment  Effective  Date (as defined  below),  after giving
effect to this Amendment, no Default has occurred and is continuing.

     SECTION  9.  CONDITIONS  TO  EFFECTIVENESS.  This  Amendment  shall  become
effective as of the date first above written (the  "AMENDMENT  EFFECTIVE  DATE")
upon satisfaction of the following conditions:

<PAGE>
                                                                               5

     (a) The Administrative Agent shall have received duly executed counterparts
hereof  which,  when  taken  together,  bear the  authorized  signatures  of the
Company, the Borrowing Subsidiaries and the Required Lenders.

     (b) The Administrative Agent shall have received the Amendment Fees payable
to the Lenders under Section 10 hereof.

     (c) To the  extent  invoiced,  the  Administrative  Agent  shall  have been
reimbursed  for  all  its  reasonable  out of  pocket  expenses,  including  the
reasonable  fees,  charges and  disbursements  of its  counsel,  related to this
Amendment or the Credit Agreement.

     SECTION 10. AMENDMENT FEE. The Company agrees to pay to the  Administrative
Agent,  for the account of each Lender that shall have  executed and delivered a
copy of this Amendment to the Administrative  Agent (or its counsel) on or prior
to  12:00  noon,  New  York  City  time on  June  26,  2003,  an  amendment  fee
(collectively,  the  "AMENDMENT  FEES")  equal  to  .25%  of the  amount  of the
Commitment of such Lender (whether used or unused) as of the Amendment Effective
Date. The Amendment Fees will be payable in immediately  available funds on June
27, 2003;  provided  that the Company  shall have no liability for the Amendment
Fees if this  Amendment  shall  not have  been  executed  and  delivered  by the
Required Lenders.

     SECTION 11. CREDIT  AGREEMENT.  Except as specifically  stated herein,  the
Credit  Agreement shall continue in full force and effect in accordance with the
provisions   thereof.  As  used  therein,   the  terms  "Agreement",   "herein",
"hereunder",  "hereto",  "hereof" and words of similar import shall,  unless the
context otherwise requires, refer to the Credit Agreement as modified hereby.

     SECTION 12. APPLICABLE LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE
WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

     SECTION 13.  COUNTERPARTS.  This Amendment may be executed in  counterparts
(and by different parties hereto on different counterparts), each of which shall
constitute an original but all of which, when taken together, shall constitute a
single  instrument.  Delivery of an executed  counterpart of a signature page of
this Amendment by telecopy shall be effective as delivery of a manually executed
counterpart hereof.

     SECTION 14.  EXPENSES.  The Company  agrees to (a) pay all fees  separately
agreed to between  the  Company and the  Administrative  Agent  relating to this
Amendment  and  (b)  reimburse  the  Administrative  Agent  for  its  reasonable
out-of-pocket  expenses  in  connection  with  this  Amendment,   including  the
reasonable  fees,  charges and  disbursements  of  Cravath,  Swaine & Moore LLP,
counsel for the Administrative Agent.



<PAGE>
                                                                               6

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

                             THE READER'S DIGEST ASSOCIATION, INC.,

                                  by:

                                      ------------------------------------------
                                       Name:
                                       Title:

                              BOOKS ARE FUN, LTD.,

                                  by:

                                      ------------------------------------------
                                       Name:
                                       Title:

                              QSP, INC.,

                                  by:

                                      ------------------------------------------
                                       Name:
                                       Title:

                              REIMAN MEDIA GROUP, INC.,

                                   by:

                                      ------------------------------------------
                                       Name:
                                       Title:

                              JPMORGAN CHASE BANK, individually and as
                              Administrative Agent and Collateral Agent,

                                   by:

                                      ------------------------------------------
                                       Name:
                                       Title:


<PAGE>
                                                               SIGNATURE PAGE to
                              FIRST AMENDMENT, dated as of June 27, 2003, to
                              THE READER'S DIGEST ASSOCIATION, INC. $192,500,000
                              AMENDED AND RESTATED FIVE-YEAR REVOLVING CREDIT
                              AND COMPETITIVE ADVANCE FACILITY AGREEMENT






                To approve the First Amendment to the Credit Agreement:


                Name of Institution:
                                    -------------------------------------------

                                 by:

                                    -------------------------------------------
                                        Name:
                                        Title:



</TEXT>
</DOCUMENT>
