Exhibit 4.1 with selected schedules

EX-4 3 exh41e.htm EXHIBIT 4.1 NOTE PURCHASE AGREEMENT Exhibit 4.1 with selected schedules

Exhibit 4.1

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Meredith Corporation

$75,000,000 6.51% Senior Notes, Series A, Due March 1, 2005

$50,000,000 6.57% Senior Notes, Series B, Due September 1, 2005

$75,000,000 6.65% Senior Notes, Series C, Due March 1, 2006

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Note Purchase Agreement

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Dated as of March 1, 1999

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Table of Contents

(Not a part of the Agreement)

SECTION	HEADING	PAGE

SECTION 1.	AUTHORIZATION OF NOTES	5

SECTION 2.	SALE AND PURCHASE OF NOTES	5

SECTION 3.	CLOSING	6

SECTION 4.	CONDITIONS TO CLOSING	6
Section 4.1.	Representations and Warranties	6
Section 4.2.	Performance; No Default	6
Section 4.3.	Compliance Certificates	7
Section 4.4.	Opinions of Counsel	7
Section 4.5.	Purchase Permitted By Applicable Law, Etc	7
Section 4.6.	[Intentionally Omitted.]	7
Section 4.7.	Sale of Other Notes	7
Section 4.8.	Payment of Special Counsel Fees	7
Section 4.9.	Private Placement Number	8
Section 4.10.	Changes in Corporate Structure	8
Section 4.11.	Funding Instructions	8
Section 4.12.	Proceedings and Documents	8

SECTION 5.	REPRESENTATIONS AND WARRANTIES OF THE COMPANY	8
Section 5.1.	Organization; Power and Authority	8
Section 5.2.	Authorization, Etc	8
Section 5.3.	Disclosure	9
Section 5.4.	Organization and Ownership of Shares of Subsidiaries	9
Section 5.5.	Financial Statements	10
Section 5.6.	Compliance with Laws, Other Instruments, Etc	10
Section 5.7.	Governmental Authorizations, Etc	10
Section 5.8.	Litigation	10
Section 5.9.	Taxes	10
Section 5.10.	Title to Property	11
Section 5.11.	Licenses, Permits, Etc	11
Section 5.12.	Compliance with ERISA	11
Section 5.13.	Private Offering by the Company	12
Section 5.14.	Use of Proceeds;	12
Section 5.15.	Existing Debt; Future Liens	13
Section 5.16.	Foreign Assets Control Regulations, Etc	13
Section 5.17.	Status under Certain Statutes	13
Section 5.18.	Notes Rank Pari Passu	13
Section 5.19.	Environmental Matters	13
Section 5.20.	Computer 2000 Compliant	14

SECTION 6.	REPRESENTATIONS OF THE PURCHASER	14
Section 6.1.	Purchase for Investment	14
Section 6.2.	Source of Funds	14

SECTION 7.	INFORMATION AS TO THE COMPANY	15
Section 7.1.	Financial and Business Information	15
Section 7.2.	Officer's Certificate	18
Section 7.3.	Inspection	18

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SECTION	HEADING	PAGE

SECTION 8.	PREPAYMENT OF THE NOTES	19
Section 8.1.	Required Prepayments	19
Section 8.2.	Optional Prepayments with Make-Whole Amount	19
Section 8.3.	Change in Control	19
Section 8.4.	Allocation of Partial Prepayments	22
Section 8.5.	Maturity; Surrender, Etc	22
Section 8.6.	Purchase of Notes	22
Section 8.7.	Make-Whole Amount	22

SECTION 9.	AFFIRMATIVE COVENANTS	23
Section 9.1.	Compliance with Law	23
Section 9.2.	Insurance	24
Section 9.3.	Maintenance of Properties	24
Section 9.4.	Payment of Taxes and Claims	24
Section 9.5.	Corporate Existence, Etc	24
Section 9.6.	Notes to Rank Pari Passu	24
Section 9.7.	Year 2000 Compliant	25

SECTION 10.	NEGATIVE COVENANTS	25
Section 10.1.	Transactions with Affiliates	25
Section 10.2.	Consolidated Net Worth	26
Section 10.3.	Interest Coverage Ratio	26
Section 10.4.	Limitations on Debt	26
Section 10.5.	Liens	26
Section 10.6.	Mergers, Consolidations and Sales of Assets	28
Section 10.7.	Limitation on Sale-and-Leaseback Transactions	30
Section 10.8.	Termination of Pension Plans	30
Section 10.9.	Nature of Business	30

SECTION 11.	EVENTS OF DEFAULT	30

SECTION 12.	REMEDIES ON DEFAULT, ETC	32
Section 12.1.	Acceleration	32
Section 12.2.	Other Remedies	33
Section 12.3.	Rescission	33
Section 12.4.	No Waivers or Election of Remedies, Expenses, Etc	33

SECTION 13.	REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES	34
Section 13.1.	Registration of Notes	34
Section 13.2.	Transfer and Exchange of Notes	34
Section 13.3.	Replacement of Notes	34

SECTION 14.	PAYMENTS ON NOTES	35
Section 14.1.	Place of Payment	35
Section 14.2.	Home Office Payment	35

SECTION 15.	EXPENSES, ETC	35
Section 15.1.	Transaction Expenses	35
Section 15.2.	Survival	36

SECTION 16.	SURVIVAL OF REPRESENTATIONS AND WARRANTIES;	36

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SECTION	HEADING	PAGE

SECTION 17.	AMENDMENT AND WAIVER	36
Section 17.1.	Requirements	36
Section 17.2.	Solicitation of Holders of Notes	36
Section 17.3.	Binding Effect, Etc	37
Section 17.4.	Notes Held by Company, Etc	37

SECTION 18.	NOTICES	37

SECTION 19.	REPRODUCTION OF DOCUMENTS	38

SECTION 20.	CONFIDENTIAL INFORMATION	38

SECTION 21.	SUBSTITUTION OF PURCHASER	39

SECTION 22.	MISCELLANEOUS	39
Section 22.1.	Successors and Assigns	39
Section 22.2.	Payments Due on Non-Business Days	39
Section 22.3.	Severability	40
Section 22.4.	Construction	40
Section 22.5.	Counterparts	40
Section 22.6.	Governing Law	40
Section 22.7.	Submission to Jurisdiction	40

	Signature	41

Schedule A		Information Relating to Purchasers
Schedule B *		Defined Terms
Schedule 5.4		Subsidiaries of the Company and Ownership of Subsidiary Stock
Schedule 5.5		Financial Statements
Schedule 5.14		Use of Proceeds
Schedule 5.15		Existing Debt
Exhibit 1-A *		Form of 6.51% Senior Note, Series A, due March 1, 2005
Exhibit 1-B *		Form of 6.57% Senior Note, Series B, due September 1, 2005
Exhibit 1-C *		Form of 6.65% Senior Note, Series C, due March 1, 2006
Exhibit 4.4(a)		Form of Opinion of Special Counsel for the Company
Exhibit 4.4(b)		Form of Opinion of Special Counsel for the Purchasers

Note: Material schedules and exhibits (those marked *) are included in this filing.

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Meredith Corporation

1716 Locust Street

Des Moines, Iowa 50309

$75,000,000 6.51% Senior Notes, Series A, Due March 1, 2005

$50,000,000 6.57% Senior Notes, Series B, Due September 1, 2005

$75,000,000 6.65% Senior Notes, Series C, Due March 1, 2006

Dated as of March 1, 1999

To the Purchaser listed in the attached

Schedule A who is a signatory hereto:

Ladies and Gentlemen:

Meredith Corporation, an Iowa corporation (the "Company"), agrees with you

as follows:

Section 1. Authorization of Notes.

The Company will authorize the issue and sale of

(a) $75,000,000 aggregate principal amount of its 6.51% Senior

Notes, Series A, due March 1, 2005 (the "Series A Notes");

(b) $50,000,000 aggregate principal amount of its 6.57% Senior

Notes, Series B, due September 1, 2005 (the "Series B Notes"); and

Notes, Series C, due March 1, 2006 (the "Series C Notes").

The terms "Series A Notes", "Series B Notes" and "Series C Notes" as used in

this Agreement shall include each Series A Note, Series B Note and Series C

Note, respectively, delivered pursuant to this Agreement and the Other

Agreements (as hereinafter defined) and any such notes issued in substitution

therefor pursuant to Section 13 of this Agreement or the Other Agreements. The

term "Notes" as used in this Agreement shall include the Series A Notes, the

Series B Notes and the Series C Notes. The Series A Notes, Series B Notes and

Series C Notes shall be substantially in the forms set forth in Exhibits 1A, 1B

and 1C, respectively, with such changes therefrom, if any, as may be approved

by you, the Other Purchasers (as hereinafter defined) and the Company. Certain

capitalized terms used in this Agreement are defined in Schedule B; references

to a "Schedule" or an "Exhibit" are, unless otherwise specified, to a Schedule

or an Exhibit attached to this Agreement.

Section 2. Sale and Purchase of Notes.

Subject to the terms and conditions of this Agreement, the Company will

issue and sell to you and you will purchase from the Company, at the Closing

provided for in Section 3, Notes in the principal amount and of the Series

specified opposite your name in Schedule A at the purchase price of 100% of the

principal amount and of the Series thereof. Contemporaneously with entering

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into this Agreement, the Company is entering into separate Note Purchase

Agreements (the "Other Agreements") identical with this Agreement with each of

the other purchasers named in Schedule A (the "Other Purchasers"), providing

for the sale at such Closing to each of the Other Purchasers of Notes in the

principal amount and of the Series specified opposite its name in Schedule A.

Your obligation hereunder, and the obligations of the Other Purchasers under

the Other Agreements, are several and not joint obligations, and you shall have

no obligation under any Other Agreement and no liability to any Person for the

performance or nonperformance by any Other Purchaser thereunder.

Section 3. Closing.

The sale and purchase of the Notes to be purchased by you and the Other

Purchasers shall occur at the offices of Chapman and Cutler, 111 West Monroe

Street, Chicago, Illinois, at 10:00 a.m. Chicago time, at a closing (the

"Closing") on March 1, 1999. At the Closing the Company will deliver to you

the Notes to be purchased by you in the form of a single Note (or such greater

number of Notes in denominations of at least $500,000 as you may request) dated

the date of the Closing and registered in your name (or in the name of your

nominee), against delivery by you to the Company or its order of immediately

available funds in the amount of the purchase price therefor by wire transfer

of immediately available funds for the account of the Company as indicated in

the written funding instructions delivered pursuant to Section 4.11. If at the

Closing the Company shall fail to tender such Notes to you as provided above in

this Section 3, or any of the conditions specified in Section 4 shall not have

been fulfilled to your satisfaction, you shall, at your election, be relieved

of all further obligations under this Agreement, without thereby waiving any

rights you may have by reason of such failure or such nonfulfillment.

Section 4. Conditions to Closing.

Your obligation to purchase and pay for the Notes to be sold to you at the

Closing is subject to the fulfillment to your satisfaction, prior to or at the

Closing, of the following conditions:

Section 4.1. Representations and Warranties. The representations and

warranties of the Company in this Agreement shall be correct when made and at

the time of the Closing.

Section 4.2. Performance; No Default. The Company shall have performed

and complied with all agreements and conditions contained in this Agreement

required to be performed or complied with by it prior to or at the Closing, and

after giving effect to the issue and sale of the Notes (and the application of

the proceeds thereof as contemplated by Schedule 5.14), no Default or Event of

Default shall have occurred and be continuing. Neither the Company nor any

Subsidiary shall have entered into any transaction since the date of the

Memorandum that would have been prohibited by Sections 9 or 10 hereof had such

Sections applied since such date.

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Section 4.3. Compliance Certificates.

(a) Officer's Certificate. The Company shall have delivered to you an

Officer's Certificate, dated the date of the Closing, certifying that the

conditions specified in Sections 4.1, 4.2 and 4.9 have been fulfilled.

(b) Secretary's Certificate. The Company shall have delivered to you a

certificate of its Secretary, dated the date of the Closing, certifying as to

the resolutions attached thereto and other corporate proceedings relating to

the authorization, execution and delivery of the Notes, this Agreement and the

Other Agreements.

Section 4.4. Opinions of Counsel. You shall have received opinions in

form and substance satisfactory to you, dated the date of the Closing (a) from

Winston & Strawn, counsel for the Company, covering the matters set forth in

Exhibit 4.4(a) and covering such other matters incident to the transactions

contemplated hereby as you or your counsel may reasonably request (and the

Company hereby instructs its counsel to deliver such opinion to you) and (b)

from Chapman and Cutler, your special counsel in connection with such

transactions, substantially in the form set forth in Exhibit 4.4(b) and

covering such other matters incident to such transactions as you may reasonably

request.

Section 4.5. Purchase Permitted By Applicable Law, Etc. On the date of

the Closing your purchase of Notes shall (a) be permitted by the laws and

regulations of each jurisdiction to which you are subject, without recourse to

provisions (such as Section 1405(a)(8) of the New York Insurance Law)

permitting limited investments by insurance companies without restriction as to

the character of the particular investment, (b) not violate any applicable law

or regulation (including, without limitation, Regulation T, U or X of the Board

of Governors of the Federal Reserve System) and (c) not subject you to any tax,

penalty or liability under or pursuant to any applicable law or regulation,

which law or regulation was not in effect on the date hereof. If requested by

you, you shall have received an Officer's Certificate certifying as to such

matters of fact as you may reasonably specify to enable you to determine

whether such purchase is so permitted.

Section 4.6. [Intentionally Omitted.].

Section 4.7. Sale of Other Notes. Contemporaneously with the Closing,

the Company shall sell to the Other Purchasers, and the Other Purchasers shall

purchase, the Notes to be purchased by them at the Closing as specified in

Schedule A.

Section 4.8. Payment of Special Counsel Fees. Without limiting the

provisions of Section 15.1, the Company shall have paid on or before the

Closing the fees, charges and disbursements of your special counsel referred to

in Section 4.4 to the extent reflected in a statement of such counsel rendered

to the Company at least one Business Day prior to the Closing.

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Section 4.9. Private Placement Number. A Private Placement Number issued

by Standard & Poor's CUSIP Service Bureau (in cooperation with the Securities

Valuation Office of the National Association of Insurance Commissioners) shall

have been obtained for the Notes.

Section 4.10. Changes in Corporate Structure. The Company shall not have

changed its jurisdiction of incorporation or been a party to any merger or

consolidation and shall not have succeeded to all or any substantial part of

the liabilities of any other entity, at any time following the date of the most

recent financial statements referred to in Schedule 5.5.

Section 4.11. Funding Instructions. At least two Business Days prior to

the date of the Closing, you shall have received written instructions executed

by a Responsible Officer of the Company directing the manner of the payment of

funds and setting forth (a) the name and address of the transferee bank, (b)

such transferee bank's ABA number, (c) the account name and number into which

the purchase price for the Notes is to be deposited, and (d) the name and

telephone number of the account representative responsible for verifying

receipt of such funds.

Section 4.12. Proceedings and Documents. All corporate and other

proceedings in connection with the transactions contemplated by this Agreement

and all documents and instruments incident to such transactions shall be

satisfactory to you and your special counsel, and you and your special counsel

shall have received all such counterpart originals or certified or other copies

of such documents as you or they may reasonably request.

Section 5. Representations and Warranties of the Company.

The Company represents and warrants to you that:

Section 5.1. Organization; Power and Authority. The Company is a

corporation duly organized, validly existing and in good standing under the

laws of its jurisdiction of incorporation, and is duly qualified as a foreign

corporation and is in good standing in each jurisdiction in which such

qualification is required by law, other than those jurisdictions as to which

the failure to be so qualified or in good standing could not, individually or

in the aggregate, reasonably be expected to have a Material Adverse Effect.

The Company has the corporate power and authority to own or hold under lease

the properties it purports to own or hold under lease, to transact the business

it transacts and proposes to transact, to execute and deliver this Agreement

and the Other Agreements and the Notes and to perform the provisions hereof and

thereof.

Section 5.2. Authorization, Etc. This Agreement, the Other Agreements

and the Notes have been duly authorized by all necessary corporate action on

the part of the Company, and this Agreement constitutes, and upon execution and

delivery thereof each Note will constitute, a legal, valid and binding

obligation of the Company enforceable against the Company in accordance with

its terms, except as such enforceability may be limited by (a) applicable

bankruptcy, insolvency, reorganization, moratorium or other similar laws

affecting the enforcement of creditors' rights generally and (b) general

principles of equity (regardless of whether such enforceability is considered

in a proceeding in equity or at law).

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Section 5.3. Disclosure. The Company, through its agent, Schroder & Co.,

Inc., has delivered to you and each Other Purchaser a copy of a Private

Placement Memorandum, dated November, 1998 (the "Memorandum"), relating to the

transactions contemplated hereby. The Memorandum fairly describes, in all

material respects, the general nature of the business and principal properties

of the Company and its Subsidiaries. This Agreement, the Memorandum, the

documents, certificates or other writings delivered to you by or on behalf of

the Company in connection with the transactions contemplated hereby and the

financial statements listed in Schedule 5.5, taken as a whole, do not contain

any untrue statement of a material fact or omit to state any material fact

necessary to make the statements therein not misleading in light of the

circumstances under which they were made. Since June 30, 1998, there has been

no change in the financial condition, operations, business, properties or

prospects of the Company or any Subsidiary except changes that individually or

in the aggregate could not reasonably be expected to have a Material Adverse

Effect. To the best knowledge and belief of senior management of the Company,

there is no fact known to the Company that could reasonably be expected to have

a Material Adverse Effect that has not been set forth herein or in the

Memorandum or in the other documents, certificates and other writings delivered

to you by or on behalf of the Company specifically for use in connection with

the transactions contemplated hereby.

Section 5.4. Organization and Ownership of Shares of Subsidiaries;

Affiliates. (a) Schedule 5.4 contains (except as noted therein) complete and

correct lists (i) of the Company's Subsidiaries, showing, as to each

Subsidiary, the correct name thereof, the jurisdiction of its organization, and

the percentage of shares of each class of its capital stock or similar equity

interests outstanding owned by the Company and each other Subsidiary, (ii) of

the Company's Affiliates, other than Subsidiaries, and (iii) of the Company's

directors and senior officers.

(b) All of the outstanding shares of capital stock or similar equity

interests of each Subsidiary shown in Schedule 5.4 as being owned by the

Company and its Subsidiaries have been validly issued, are fully paid and

nonassessable and are owned by the Company or another Subsidiary free and clear

of any Lien (except as otherwise disclosed in Schedule 5.4).

legal entity duly organized, validly existing and in good standing under the

laws of its jurisdiction of organization, and is duly qualified as a foreign

corporation or other legal entity and is in good standing in each jurisdiction

in which such qualification is required by law, other than those jurisdictions

as to which the failure to be so qualified or in good standing could not,

individually or in the aggregate, reasonably be expected to have a Material

Adverse Effect. Each such Subsidiary has the corporate or other power and

authority to own or hold under lease the properties it purports to own or hold

under lease and to transact the business it transacts and proposes to transact.

(d) No Subsidiary is a party to, or otherwise subject to, any legal

restriction or any agreement (other than this Agreement, the agreements listed

on Schedule 5.4 and customary limitations imposed by corporate law statutes)

restricting the ability of such Subsidiary to pay dividends out of profits or

make any other similar distributions of profits to the Company or any of its

Subsidiaries that owns outstanding shares of capital stock or similar equity

interests of such Subsidiary.

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Section 5.5. Financial Statements. The Company has delivered to you and

each Other Purchaser copies of the financial statements of the Company and its

Subsidiaries listed on Schedule 5.5. All of said financial statements

(including in each case the related schedules and notes) fairly present in all

material respects the consolidated financial position of the Company and its

Subsidiaries as of the respective dates specified in such financial statements

and the consolidated results of their operations and cash flows for the

respective periods so specified and have been prepared in accordance with GAAP

consistently applied throughout the periods involved except as set forth in the

notes thereto (subject, in the case of any interim financial statements, to

normal year-end adjustments).

Section 5.6. Compliance with Laws, Other Instruments, Etc. The

execution, delivery and performance by the Company of this Agreement and the

Notes will not (a) contravene, result in any breach of, or constitute a default

under, or result in the creation of any Lien in respect of any property of the

Company or any Subsidiary under, any indenture, mortgage, deed of trust, loan,

purchase or credit agreement, lease, corporate charter or by-laws, or any other

agreement or instrument to which the Company or any Subsidiary is bound or by

which the Company or any Subsidiary or any of their respective properties may

be bound or affected, (b) conflict with or result in a breach of any of the

terms, conditions or provisions of any order, judgment, decree, or ruling of

any court, arbitrator or Governmental Authority applicable to the Company or

any Subsidiary or (c) violate any provision of any statute or other rule or

regulation of any Governmental Authority applicable to the Company or any

Subsidiary.

Section 5.7. Governmental Authorizations, Etc. (a) No consent, approval

or authorization of, or registration, filing or declaration with, any

Governmental Authority is required in connection with the execution, delivery

or performance by the Company of this Agreement or the Notes.

(b) The Company has applied for all regulatory approvals necessary from

any Governmental Authority in connection with the WGNX Acquisition and no

default or breach exists under, and no waiver of any default or breach has been

granted in respect of, the terms of the WGNX Acquisition Documents.

Section 5.8. Litigation; Observance of Agreements, Statutes and Orders.

(a) There are no actions, suits or proceedings pending or, to the knowledge of

the Company, threatened against or affecting the Company or any Subsidiary or

any property of the Company or any Subsidiary in any court or before any

arbitrator of any kind or before or by any Governmental Authority that,

individually or in the aggregate, could reasonably be expected to have a

Material Adverse Effect.

(b) Neither the Company nor any Subsidiary is in default under any term

of any agreement or instrument to which it is a party or by which it is bound,

or any order, judgment, decree or ruling of any court, arbitrator or

Governmental Authority or is in violation of any applicable law, ordinance,

rule or regulation (including without limitation Environmental Laws) of any

Governmental Authority, which default or violation, individually or in the

aggregate, could reasonably be expected to have a Material Adverse Effect.

Section 5.9. Taxes. The Company and its Subsidiaries have filed all tax

returns that are required to have been filed in any jurisdiction, and have paid

all taxes shown to be due and payable on such returns and all other taxes and

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assessments levied upon them or their properties, assets, income or franchises,

to the extent such taxes and assessments have become due and payable and before

they have become delinquent, except for any taxes and assessments (a) the

amount of which is not individually or in the aggregate Material or (b) the

amount, applicability or validity of which is currently being contested in good

faith by appropriate proceedings and with respect to which the Company or a

Subsidiary, as the case may be, has established adequate reserves in accordance

with GAAP. The Company knows of no basis for any other tax or assessment that

could reasonably be expected to have a Material Adverse Effect. The charges,

accruals and reserves on the books of the Company and its Subsidiaries in

respect of Federal, state or other taxes for all fiscal periods are adequate.

The Federal income tax liabilities of the Company and its Subsidiaries have

been determined by the Internal Revenue Service and paid for all fiscal years

up to and including the fiscal year ended June 30, 1995.

Section 5.10. Title to Property; Leases. The Company and its

Subsidiaries have good and sufficient title to their respective properties that

individually or in the aggregate are Material, including all such properties

reflected in the most recent audited balance sheet referred to in Section 5.5

or purported to have been acquired by the Company or any Subsidiary after said

date (except as sold or otherwise disposed of in the ordinary course of

business), in each case free and clear of Liens prohibited by this Agreement.

All leases that individually or in the aggregate are Material are valid and

subsisting and are in full force and effect in all material respects.

Section 5.11. Licenses, Permits, Etc. (a) The Company and its

Subsidiaries own or possess all licenses, permits, franchises, authorizations,

patents, copyrights, service marks, trademarks and trade names, or rights

thereto, that individually or in the aggregate are Material, without known

conflict with the rights of others;

(b) To the best knowledge of the Company, no product of the Company

infringes in any Material respect any license, permit, franchise,

authorization, patent, copyright, service mark, trademark, trade name or other

right owned by any other Person; and

by any Person of any right of the Company or any of its Subsidiaries with

respect to any patent, copyright, service mark, trademark, trade name or other

right owned or used by the Company or any of its Subsidiaries.

Section 5.12. Compliance with ERISA. (a) The Company and each ERISA

Affiliate have operated and administered each Plan in compliance with all

applicable laws except for such instances of noncompliance as have not resulted

in and could not reasonably be expected to result in a Material Adverse Effect.

Neither the Company nor any ERISA Affiliate has incurred any liability pursuant

to Title I or IV of ERISA or the penalty or excise tax provisions of the Code

relating to employee benefit plans (as defined in Section 3 of ERISA), and no

event, transaction or condition has occurred or exists that could reasonably be

expected to result in the incurrence of any such liability by the Company or

any ERISA Affiliate, or in the imposition of any Lien on any of the rights,

properties or assets of the Company or any ERISA Affiliate, in either case

pursuant to Title I or IV of ERISA or to such penalty or excise tax provisions

or to Section 401(a)(29) or 412 of the Code, other than such liabilities or

Liens as would not be individually or in the aggregate Material.

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(b) The present value of the aggregate benefit liabilities under each of

the Plans (other than Multiemployer Plans), determined as of the end of such

Plan's most recently ended plan year on the basis of the actuarial assumptions

specified for funding purposes in such Plan's most recent actuarial valuation

report, did not exceed the aggregate current value of the assets of such Plan

allocable to such benefit liabilities. The term "benefit liabilities" has the

meaning specified in Section 4001 of ERISA and the terms "current value" and

"present value" have the meaning specified in section 3 of ERISA.

liabilities (and are not subject to contingent withdrawal liabilities) under

Section 4201 or 4204 of ERISA in respect of Multiemployer Plans that

individually or in the aggregate are Material.

(d) The expected post-retirement benefit obligation (determined as of the

last day of the Company's most recently ended fiscal year in accordance with

Financial Accounting Standards Board Statement No. 106, without regard to

liabilities attributable to continuation coverage mandated by Section 4980B of

the Code) of the Company and its Subsidiaries is not Material.

(e) The execution and delivery of this Agreement and the issuance and

sale of the Notes hereunder will not involve any transaction that is subject to

the prohibitions of Section 406 of ERISA or in connection with which a tax

could be imposed pursuant to Section 4975(c)(1)(A)(D) of the Code. The

representation by the Company in the first sentence of this Section 5.12(e) is

made in reliance upon and subject to the accuracy of your representation in

Section 6.2 as to the sources of the funds used to pay the purchase price of

the Notes to be purchased by you.

(f) Neither the Company nor any Subsidiary maintains any Non-U.S. Pension

Plan.

Section 5.13. Private Offering by the Company. Neither the Company nor

anyone acting on its behalf has offered the Notes or any similar securities for

sale to, or solicited any offer to buy any of the same from, or otherwise

approached or negotiated in respect thereof with, any Person other than you,

the Other Purchasers and not more than three other Institutional Investors,

each of which has been offered the Notes at a private sale for investment.

Neither the Company nor anyone acting on its behalf has taken, or will take,

any action that would subject the issuance or sale of the Notes to the

registration requirements of Section 5 of the Securities Act.

Section 5.14. Use of Proceeds; Margin Regulations. The Company will

apply the proceeds of the sale of the Notes as set forth in Schedule 5.14. No

part of the proceeds from the sale of the Notes hereunder will be used,

directly or indirectly, for the purpose of buying or carrying any margin stock

within the meaning of Regulation U of the Board of Governors of the Federal

Reserve System (12 CFR 221), or for the purpose of buying or carrying or

trading in any securities under such circumstances as to involve the Company in

a violation of Regulation X of said Board (12 CFR 224) or to involve any broker

or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin

stock does not constitute any portion of the value of the consolidated assets

of the Company and its Subsidiaries and the Company does not have any present

intention that margin stock will constitute more than 1.0% of the value of such

assets. As used in this Section, the terms "margin stock" and "purpose of

buying or carrying" shall have the meanings assigned to them in said Regulation

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Section 5.15. Existing Debt; Future Liens. (a) Schedule 5.15 sets forth

a complete and correct list of all outstanding Debt of the Company and its

Subsidiaries as of the date of the Closing. Neither the Company nor any

Subsidiary is in default and no waiver of default is currently in effect, in

the payment of any principal or interest on any Debt of the Company or such

Subsidiary and no event or condition exists with respect to any Debt of the

Company or any Subsidiary that would permit (or that with notice or the lapse

of time, or both, would permit) one or more Persons to cause such Debt to

become due and payable before its stated maturity or before its regularly

scheduled dates of payment.

(b) Except as disclosed in Schedule 5.15, neither the Company nor any

Subsidiary has agreed or consented to cause or permit in the future (upon the

happening of a contingency or otherwise) any of its property, whether now owned

or hereafter acquired, to be subject to a Lien not permitted by Section 10.5.

Section 5.16. Foreign Assets Control Regulations, Etc. Neither the sale

of the Notes by the Company hereunder nor its use of the proceeds thereof will

violate the Trading with the Enemy Act, as amended, or any of the foreign

assets control regulations of the United States Treasury Department (31 CFR,

Subtitle B, Chapter V, as amended) or any enabling legislation or executive

order relating thereto.

Section 5.17. Status under Certain Statutes. Neither the Company nor any

Subsidiary is subject to regulation under the Investment Company Act of 1940,

as amended, the Public Utility Holding Company Act of 1935, as amended, the ICC

Termination Act of 1995, as amended, or the Federal Power Act, as amended.

Section 5.18. Notes Rank Pari Passu. The obligations of the Company

under this Agreement and the Notes rank at least pari passu in right of

payment with all other senior unsecured Debt (actual or contingent) of the

Company, including, without limitation, all senior unsecured Debt of the

Company described in Schedule 5.15 hereto.

Section 5.19. Environmental Matters. Neither the Company nor any

Subsidiary has knowledge of any claim or has received any notice of any claim,

and no proceeding has been instituted raising any claim against the Company or

any of its Subsidiaries or any of their respective real properties now or

formerly owned, leased or operated by any of them or other assets, alleging any

damage to the environment or violation of any Environmental Laws, except, in

each case, such as could not reasonably be expected to result in a Material

Adverse Effect. Except as otherwise disclosed to you in writing:

(a) neither the Company nor any Subsidiary has knowledge of any facts

which would give rise to any claim, public or private, of violation of

Environmental Laws or damage to the environment emanating from, occurring on or

in any way related to real properties now or formerly owned, leased or operated

by any of them or to other assets or their use, except, in each case, such as

could not reasonably be expected to result in a Material Adverse Effect;

(b) neither the Company nor any of its Subsidiaries has stored any

Hazardous Materials on real properties now or formerly owned, leased or

operated by any of them or has disposed of any Hazardous Materials in a manner

contrary to any Environmental Laws in each case in any manner that could

reasonably be expected to result in a Material Adverse Effect; and

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<PAGE>

the Company or any of its Subsidiaries are in compliance with applicable

Environmental Laws, except where failure to comply could not reasonably be

expected to result in a Material Adverse Effect.

Section 5.20. Computer 2000 Compliant. The Company reasonably believes

that the internal computer systems of the Company and its Subsidiaries will be

Year 2000 Compliant in all Material respects on a timely basis and, in any

event, on or before September 30, 1999, and that the advent of the year 2000

and its impact on said internal computer systems could not reasonably be

expected to result in a Material Adverse Effect. The term "Year 2000

Compliant" means that all computer applications and equipment containing

embedded microchips material to the business and operations of the Company and

its Subsidiaries will be able to recognize correctly and perform properly date-

sensitive functions for all dates before and after January 1, 2000 or,

alternatively, the Company will have designed and implemented contingency plans

so that any failure of its computer applications and equipment to recognize

correctly or to perform properly such functions for such dates will not have a

Material Adverse Effect.

Section 6. Representations of the Purchaser.

Section 6.1. Purchase for Investment. You represent that you are

purchasing the Notes for your own account or for one or more separate accounts

maintained by you or for the account of one or more pension or trust funds and

not with a view to the distribution thereof; provided that the disposition of

your or their property shall at all times be within your or their control. You

understand that the Notes have not been registered under the Securities Act and

may be resold only if registered pursuant to the provisions of the Securities

Act or if an exemption from registration is available, except under

circumstances where neither such registration nor such an exemption is required

by law, and that the Company is not required to register the Notes.

Section 6.2. Source of Funds. You represent that at least one of the

following statements is an accurate representation as to each source of funds

(a "Source") to be used by you to pay the purchase price of the Notes to be

purchased by you hereunder:

(a) the Source is an "insurance company general account" within the

meaning of Department of Labor Prohibited Transaction Exemption ("PTE") 95-60

(issued July 12, 1995) and there is no employee benefit plan, treating as a

single plan, all plans maintained by the same employer or employee

organization, with respect to which the amount of the general account reserves

and liabilities for all contracts held by or on behalf of such plan, exceed ten

percent (10%) of the total reserves and liabilities of such general account

(exclusive of separate account liabilities) plus surplus, as set forth in the

NAIC Annual Statement filed with your state of domicile; or

(b) the Source is either (i) an insurance company pooled separate

account, within the meaning of PTE 901 (issued January 29, 1990), or (ii) a

bank collective investment fund, within the meaning of the PTE 9138 (issued

July 12, 1991) and, except as you have disclosed to the Company in writing

pursuant to this paragraph (b), no employee benefit plan or group of plans

maintained by the same employer or employee organization beneficially owns more

than 10% of all assets allocated to such pooled separate account or collective

investment fund; or

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<PAGE>

meaning of Part V of the QPAM Exemption) managed by a "qualified professional

asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption),

no employee benefit plan's assets that are included in such investment fund,

when combined with the assets of all other employee benefit plans established

or maintained by the same employer or by an affiliate (within the meaning of

Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee

organization and managed by such QPAM, exceed 20% of the total client assets

managed by such QPAM, the conditions of Part l(c) and (g) of the QPAM Exemption

are satisfied, neither the QPAM nor a Person controlling or controlled by the

QPAM (applying the definition of "control" in Section V(e) of the QPAM

Exemption) owns a 5% or more interest in the Company and (i) the identity of

such QPAM and (ii) the names of all employee benefit plans whose assets are

included in such investment fund have been disclosed to the Company in writing

pursuant to this paragraph (c); or

(d) the Source is a governmental plan; or

(e) the Source is one or more employee benefit plans, or a separate

account or trust fund comprised of one or more employee benefit plans, each of

which has been identified to the Company in writing pursuant to this paragraph

(e); or

(f) the Source does not include assets of any employee benefit plan,

other than a plan exempt from the coverage of ERISA.

If you or any subsequent transferee of the Notes indicates that you or

such transferee are relying on any representation contained in paragraph (b),

date of transfer, as applicable, a certificate, which shall state whether that

(i) it is a party in interest or a "disqualified person" (as defined in Section

4975(e)(2) of the Code), with respect to any plan identified pursuant to

paragraphs (b) or (e) above, or (ii) with respect to any plan, identified

pursuant to paragraph (c) above, it or any "affiliate" (as defined in Section

V(c) of the QPAM Exemption) has at such time, and during the immediately

preceding one year, exercised the authority to appoint or terminate said QPAM

as manager of any plan identified in writing pursuant to paragraph (c) above or

to negotiate the terms of said QPAM's management agreement on behalf of any

such identified plan.

As used in this Section 6.2, the terms "employee benefit plan",

"governmental plan", "party in interest" and "separate account" shall have the

respective meanings assigned to such terms in Section 3 of ERISA.

Section 7. Information as to the Company.

Section 7.1. Financial and Business Information. The Company shall

deliver to each holder of Notes that is an Institutional Investor:

(a) Quarterly Statements -- within 60 days after the end of each

quarterly fiscal period in each fiscal year of the Company (other than the last

quarterly fiscal period of each such fiscal year), duplicate copies of:

(i) a consolidated balance sheet of the Company and its Subsidiaries

as at the end of such quarter, and

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<PAGE>

(ii) consolidated statements of earnings and cash flows of the

Company and its Subsidiaries for such quarter and (in the case of the second

and third quarters) for the portion of the fiscal year ending with such

quarter, setting forth in each case in comparative form the figures for the

corresponding periods in the previous fiscal year of the Company, all in

reasonable detail, prepared in accordance with GAAP applicable to quarterly

financial statements generally, and certified by a Senior Financial Officer as

fairly presenting, in all material respects, the financial position of the

companies being reported on and their results of operations and cash flows,

subject to changes resulting from year-end adjustments; provided that delivery

within the time period specified above of copies of the Company's Quarterly

Report on Form 10Q prepared in compliance with the requirements therefor and

filed with the Securities and Exchange Commission shall be deemed to satisfy

the requirements of this Section 7.1(a);

(b) Annual Statements -- within 105 days after the end of each fiscal

year of the Company, duplicate copies of,

(i) a consolidated balance sheet of the Company and its

Subsidiaries, as at the end of such year, and

(ii) consolidated statements of earnings and cash flows of the

Company and its Subsidiaries, for such year, setting forth in each case in

comparative form the figures for the previous fiscal year, all in reasonable

detail, prepared in accordance with GAAP, and accompanied by:

(1) an opinion thereon of independent certified public

accountants of recognized national standing, which opinion shall state that

such financial statements present fairly, in all material respects, the

financial position of the companies being reported upon and their results of

operations and cash flows and have been prepared in conformity with GAAP, and

that the examination of such accountants in connection with such financial

statements has been made in accordance with generally accepted auditing

standards, and that such audit provides a reasonable basis for such opinion in

the circumstances, and

(2) a certificate of such accountants stating that they have

reviewed this Agreement and stating further whether, in making their audit,

they have become aware of any condition or event that then constitutes a

Default or an Event of Default, and, if they are aware that any such condition

or event then exists, specifying the nature and period of the existence thereof

(it being understood that such accountants shall not be liable, directly or

indirectly, for any failure to obtain knowledge of any Default or Event of

Default unless such accountants should have obtained knowledge thereof in

making an audit in accordance with generally accepted auditing standards or did

not make such an audit), provided that the delivery within the time period

specified above of the Company's Annual Report on Form 10K for such fiscal year

(together with the Company's annual report to shareholders, if any, prepared

pursuant to Rule 14a3 under the Exchange Act) prepared in accordance with the

requirements therefor and filed with the Securities and Exchange Commission,

together with the accountant's certificate described in clause (2) above, shall

be deemed to satisfy the requirements of this Section 7.1(b);

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<PAGE>

copy of (i) each financial statement, report, notice or proxy statement sent by

the Company or any Subsidiary to public securities holders generally, (ii) each

regular or periodic report, each registration statement (without exhibits

except as expressly requested by such holder), and each prospectus and all

amendments thereto filed by the Company or any Subsidiary with the Securities

and Exchange Commission and of all press releases and other statements made

available generally by the Company or any Subsidiary to the public concerning

developments that are Material and (iii) copies of all written disclosure

materials provided to the lenders under the Term Loan Agreement;

(d) Notice of Default or Event of Default promptly, and in any event

within five days after a Responsible Officer becoming aware of the existence of

any Default or Event of Default or that any Person has given any notice or

taken any action with respect to a claimed default hereunder or that any Person

has given any notice or taken any action with respect to a claimed default of

the type referred to in Section 11(f), a written notice specifying the nature

and period of existence thereof and what action the Company is taking or

proposes to take with respect thereto;

(e) ERISA Matters -- promptly, and in any event within five days after a

Responsible Officer becoming aware of any of the following, a written notice

setting forth the nature thereof and the action, if any, that the Company or an

ERISA Affiliate proposes to take with respect thereto:

(i) with respect to any Plan, any reportable event, as defined in

Section 4043(c) of ERISA and the regulations thereunder, for which notice

thereof has not been waived pursuant to such regulations as in effect on the

date hereof; or

(ii) the taking by the PBGC of steps to institute, or the

threatening by the PBGC of the institution of, proceedings under Section 4042

of ERISA for the termination of, or the appointment of a trustee to administer,

any Plan, or the receipt by the Company or any ERISA Affiliate of a notice from

a Multiemployer Plan that such action has been taken by the PBGC with respect

to such Multiemployer Plan; or

(iii) any event, transaction or condition that could result in the

incurrence of any liability by the Company or any ERISA Affiliate pursuant to

Title I or IV of ERISA or the penalty or excise tax provisions of the Code

relating to employee benefit plans, or in the imposition of any Lien on any of

the rights, properties or assets of the Company or any ERISA Affiliate pursuant

to Title I or IV of ERISA or such penalty or excise tax provisions, if such

liability or Lien, taken together with any other such liabilities or Liens then

existing, could reasonably be expected to have a Material Adverse Effect;

(f) Notices from Governmental Authority -- promptly, and in any event

within 30 days of receipt thereof, copies of any notice to the Company or any

Subsidiary from any Federal or state Governmental Authority relating to any

order, ruling, statute or other law or regulation that could reasonably be

expected to have a Material Adverse Effect; and

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<PAGE>

(g) Requested Information -- with reasonable promptness, such other data

and information relating to the business, operations, affairs, financial

condition, assets or properties of the Company or any of its Subsidiaries or

relating to the ability of the Company to perform its obligations hereunder and

under the Notes as from time to time may be reasonably requested by any such

holder of Notes, including without limitation, such information as is required

by SEC Rule 144A under the Securities Act to be delivered to the prospective

transferee of the Notes.

Section 7.2. Officer's Certificate. Each set of financial statements

delivered to a holder of Notes pursuant to Section 7.1(a) or Section 7.1(b)

hereof shall be accompanied by a certificate of a Senior Financial Officer

setting forth:

(a) Covenant Compliance -- the information (including detailed

calculations) required in order to establish whether the Company was in

compliance with the requirements of Section 10.2 through Section 10.7 hereof,

inclusive, during the quarterly or annual period covered by the statements then

being furnished (including with respect to each such Section, where applicable,

the calculations of the maximum or minimum amount, ratio or percentage, as the

case may be, permissible under the terms of such Sections, and the calculation

of the amount, ratio or percentage then in existence); and

(b) Event of Default -- a statement that such officer has reviewed the

relevant terms hereof and has made, or caused to be made, under his or her

supervision, a review of the transactions and conditions of the Company and its

Subsidiaries from the beginning of the quarterly or annual period covered by

the statements then being furnished to the date of the certificate and that

such review shall not have disclosed the existence during such period of any

condition or event that constitutes a Default or an Event of Default or, if any

such condition or event existed or exists (including, without limitation, any

such event or condition resulting from the failure of the Company or any

Subsidiary to comply with any Environmental Law), specifying the nature and

period of existence thereof and what action the Company shall have taken or

proposes to take with respect thereto.

Section 7.3. Inspection. The Company shall permit the representatives of

each holder of Notes that is an Institutional Investor:

(a) No Default -- if no Default or Event of Default then exists, at the

expense of such holder and upon reasonable prior notice to the Company, to

visit the principal executive office of the Company, to discuss the affairs,

finances and accounts of the Company and its Subsidiaries with the Company's

officers, and (with the consent of the Company, which consent will not be

unreasonably withheld) its independent public accountants, and (with the

consent of the Company, which consent will not be unreasonably withheld) to

visit the other offices and properties of the Company and each Subsidiary, all

at such reasonable times and as often as may be reasonably requested in

writing, but not more frequently than twice in any twelve month period; and

(b) Default -- if a Default or Event of Default then exists, at the

expense of the Company and upon not less than one Business Day's prior notice,

to visit and inspect any of the offices or properties of the Company or any

Subsidiary, to examine all their respective books of account, records, reports

and other papers, to make copies and extracts therefrom, and to discuss their

respective affairs, finances and accounts with their respective officers and

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independent public accountants (and by this provision the Company authorizes

said accountants to discuss the affairs, finances and accounts of the Company

and its Subsidiaries), all at such times and as often as may be requested.

Section 8. Prepayment of the Notes.

Section 8.1. Required Prepayment.

(a) Series A Notes. The Series A Notes shall not be subject to scheduled

principal prepayments. On March 1, 2005, the entire unpaid principal amount of

each Series A Note, together with accrued interest thereon, shall be due and

payable.

(b) Series B Notes. The Series B Notes shall not be subject to scheduled

principal prepayments. On September 1 2005, the entire unpaid principal amount

of each Series B Note, together with accrued interest thereon, shall be due and

payable.

principal prepayments. On March 1, 2006, the entire unpaid principal amount of

each Series C Note, together with accrued interest thereon, shall be due and

payable.

Section 8.2. Optional Prepayments with Make-Whole Amount. The Company

may, at its option, upon notice as provided below, prepay at any time all, or

from time to time any part of, the Notes, on a pro rata basis in respect of all

Notes of all Series outstanding at such time, in an amount not less than 10% of

the aggregate principal amount of all Notes of all Series then outstanding in

the case of a partial prepayment, at 100% of the principal amount so prepaid,

together with interest accrued thereon to the date of such prepayment, plus the

Make-Whole Amount determined for the prepayment date with respect to such

principal amount. The Company will give each holder of Notes written notice of

each optional prepayment under this Section 8.2 not less than 30 days and not

more than 60 days prior to the date fixed for such prepayment. Each such

notice shall specify such date, the aggregate principal amount and the Series

of the Notes to be prepaid on such date, the principal amount of each Note held

by such holder to be prepaid (determined in accordance with Section 8.4), and

the interest to be paid on the prepayment date with respect to such principal

amount being prepaid, and shall be accompanied by a certificate of a Senior

Financial Officer as to the estimated Make-Whole Amount due in connection with

such prepayment (calculated as if the date of such notice were the date of the

prepayment), setting forth the details of such computation. Two Business Days

prior to such prepayment, the Company shall deliver to each holder of Notes a

certificate of a Senior Financial Officer specifying the calculation of such

Make-Whole Amount as of the specified prepayment date.

Section 8.3. Change in Control.

(a) Notice of Change in Control or Control Event. The Company will,

within five Business Days after any Responsible Officer has knowledge of the

occurrence of any Change in Control or Control Event, give written notice of

such Change in Control or Control Event to each holder of Notes unless notice

in respect of such Change in Control (or the Change in Control contemplated by

such Control Event) shall have been given pursuant to subparagraph (b) of this

Section 8.3. If a Change in Control has occurred, such notice shall contain

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and constitute an offer to prepay the Notes, on a pro rata basis in respect of

all Notes of all Series outstanding at such time, as described in subparagraph

in subparagraph (g) of this Section 8.3.

(b) Condition to Company Action. The Company will not take any action

that consummates or finalizes a Change in Control unless (i) at least 30 days

prior to such action it shall have given to each holder of Notes written notice

containing and constituting an offer to prepay the Notes, on a pro rata basis

in respect of all Notes of all Series outstanding at such time, as described in

subparagraph (c) of this Section 8.3, accompanied by the certificate described

in subparagraph (g) of this Section 8.3, and (ii) contemporaneously with such

action, it prepays all Notes required to be prepaid in accordance with this

Section 8.3.

subparagraphs (a) and (b) of this Section 8.3 shall be an offer to prepay, in

accordance with and subject to this Section 8.3, all, but not less than all, of

the Notes of each Series held by each holder (in this case only, "holder" in

respect of any Note registered in the name of a nominee for a disclosed

beneficial owner shall mean such beneficial owner) on a date specified in such

offer (the "Proposed Prepayment Date"). If such Proposed Prepayment Date is in

connection with an offer contemplated by subparagraph (a) of this Section 8.3,

such date shall be not less than 30 days and not more than 120 days after the

date of such offer (if the Proposed Prepayment Date shall not be specified in

such offer, the Proposed Prepayment Date shall be the first Business Day after

the 45th day after the date of such offer).

(d) Acceptance. A holder of Notes may accept the offer to prepay made

pursuant to this Section 8.3 by causing a notice of such acceptance to be

delivered to the Company not later than 15 days after receipt by such holder of

the most recent offer of prepayment. A failure by a holder of Notes to respond

to an offer to prepay made pursuant to this Section shall be deemed to

constitute a rejection of such offer by such holder.

(e) Prepayment. Prepayment of the Notes to be prepaid pursuant to this

Section 8.3 shall be at 100% of the principal amount of such Notes, together

with interest on such Notes accrued to the date of prepayment, plus the Make-

Whole Amount determined for the prepayment date with respect to such principal

amount. The prepayment shall be made on the Proposed Prepayment Date except as

provided in subparagraph (f) of this Section 8.3.

(f) Deferral Pending Change in Control. The obligation of the Company to

prepay Notes pursuant to the offers required by subparagraph (c) and accepted

in accordance with subparagraph (d) of this Section 8.3 is subject to the

occurrence of the Change in Control in respect of which such offers and

acceptances shall have been made. In the event that such Change in Control has

not occurred on the Proposed Prepayment Date in respect thereof, the prepayment

shall be deferred until, and shall be made on, the date on which such Change in

Control occurs. The Company shall keep each holder of Notes reasonably and

timely informed of (i) any such deferral of the date of prepayment, (ii) he

date on which such Change in Control and the prepayment are expected to occur,

and (iii) any determination by the Company that efforts to effect such Change

in Control have ceased or been abandoned (in which case the offers and

acceptances made pursuant to this Section 8.3 in respect of such Change in

Control shall be deemed rescinded).

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(g) Officer's Certificate. Each offer to prepay the Notes pursuant to

this Section 8.3 shall be accompanied by a certificate, executed by a Senior

Financial Officer of the Company and dated the date of such offer, specifying:

(i) he Proposed Prepayment Date; (ii) that such offer is made pursuant to this

Section 8.3; (iii) the principal amount and Series of each Note offered to be

prepaid; (iv) the interest that would be due on each Note offered to be

prepaid, accrued to the Proposed Prepayment Date; (v) an estimate of the

Make-Whole Amount payable in connection with such prepayment; (vi) that the

conditions of this Section 8.3 have been fulfilled; and (vii) in reasonable

detail, the nature and date or proposed date of the Change in Control.

(h) Certain Definitions. "Change in Control" shall be deemed to have

occurred if any of the following events shall occur: (i) any person (as such

term is used in Section 13(d) and Section 14(d)(2) of the Exchange Act as in

effect on the date of the Closing) or related persons constituting a group (as

such term is used in Rule 13d-5 under the Exchange Act), other than members of

the Meredith Family,

(1) become the "beneficial owners" (as such term is used in

Rule 13d-3 under the Exchange Act as in effect on the date of the Closing),

directly or indirectly, of more than 50% of the total voting power of all

classes then outstanding of the Company's Voting Stock, or

(2) acquire after the date of the Closing (x) the power to elect,

appoint or cause the election or appointment of at least a majority of the

members of the board of directors of the Company, through beneficial ownership

of the capital stock of the Company or otherwise, or (y) all or substantially

all of the properties and assets of the Company; or (ii) members of the

Meredith Family cease to hold in the aggregate the requisite shares of the

Company's Voting Stock necessary to permit the members of the Meredith Family

to elect a majority of the corporate directors of the Company.

"Control Event" means:

(i) the execution by the Company or any of its Subsidiaries or

Affiliates of any agreement or letter of intent with respect to any proposed

transaction or event or series of transactions or events which, individually or

in the aggregate, may reasonably be expected to result in a Change in Control,

(ii) the execution of any written agreement which, when fully

performed by the parties thereto, would result in a Change in Control, or

(iii) the making of any written offer by any person (as such

term is used in Section 13(d) and Section 14(d)(2) of the Exchange Act as in

effect on the date of the Closing) or related persons constituting a group (as

such term is used in Rule 13d-5 under the Exchange Act as in effect on the date

of the Closing) to the holders of the common stock of the Company, which offer,

if accepted by the requisite number of holders, would result in a Change in

Control.

(i) All calculations contemplated in this Section 8.3 involving the

capital stock of any Person shall be made with the assumption that all

convertible Securities of such Person then outstanding and all convertible

Securities issuable upon the exercise of any warrants, options and other rights

outstanding at such time were converted at such time and that all options,

warrants and similar rights to acquire shares of capital stock of such Person

were exercised at such time.

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Section 8.4. Allocation of Partial Prepayments. In the case of each

partial prepayment of the Notes pursuant to Section 8.2, the principal amount

of the Notes to be prepaid shall be allocated among all of the Notes of all

Series at the time outstanding in proportion, as nearly as practicable, to the

respective unpaid principal amounts thereof not theretofore called for

prepayment. All partial prepayments made pursuant to Section 8.3 shall be

applied only to the Notes of the holders who have elected to participate in

such prepayment.

Section 8.5. Maturity; Surrender, Etc. In the case of each prepayment of

Notes pursuant to this Section 8, the principal amount of each Note to be

prepaid shall mature and become due and payable on the date fixed for such

prepayment, together with interest on such principal amount accrued to such

date and the applicable Make-Whole Amount, if any. From and after such date,

unless the Company shall fail to pay such principal amount when so due and

payable, together with the interest and Make-Whole Amount, if any, as

aforesaid, interest on such principal amount shall cease to accrue. Any Note

paid or prepaid in full shall be surrendered to the Company and cancelled and

shall not be reissued, and no Note shall be issued in lieu of any prepaid

principal amount of any Note.

Section 8.6. Purchase of Notes. The Company will not and will not permit

any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or

indirectly, any of the outstanding Notes except upon the payment or prepayment

of the Notes in accordance with the terms of this Agreement and the Notes. The

Company will promptly cancel all Notes acquired by it or any Affiliate pursuant

to any payment, prepayment or purchase of Notes pursuant to any provision of

this Agreement and no Notes may be issued in substitution or exchange for any

such Notes.

Section 8.7. Make-Whole Amount. The term "Make-Whole Amount" means, with

respect to any Note of any Series, an amount equal to the excess, if any, of

the Discounted Value of the Remaining Scheduled Payments with respect to the

Called Principal of such Note over the amount of such Called Principal;

provided that the Make-Whole Amount may in no event be less than zero. For the

purposes of determining the Make-Whole Amount, the following terms have the

following meanings:

"Called Principal" means, with respect to any Note, the principal of such

Note that is to be prepaid pursuant to Section 8.2 or Section 8.3 or has become

or is declared to be immediately due and payable pursuant to Section 12.1, as

the context requires.

"Discounted Value" means, with respect to the Called Principal of any

Note, the amount obtained by discounting all Remaining Scheduled Payments with

respect to such Called Principal from their respective scheduled due dates to

the Settlement Date with respect to such Called Principal, in accordance with

accepted financial practice and at a discount factor (applied on the same

periodic basis as that on which interest on the Notes is payable) equal to the

Reinvestment Yield with respect to such Called Principal.

"Reinvestment Yield" means, with respect to the Called Principal of any

Note, the sum of (a) 0.50% per annum plus (b) the yield to maturity implied by

(i) the yields reported, as of 10:00 A.M. (New York City time) on the second

Business Day preceding the Settlement Date with respect to such Called

Principal, on the display designated as "Page USD" of the Bloomberg Financial

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Markets Services Screen (or, if not available, any other nationally recognized

trading screen reporting online intraday trading in the U.S. Treasury

securities) for actively traded U.S. Treasury securities having a maturity

equal to the Remaining Average Life of such Called Principal as of such

Settlement Date, or (ii) if such yields are not reported as of such time or the

yields reported as of such time are not ascertainable, the Treasury Constant

Maturity Series Yields reported, for the latest day for which such yields have

been so reported as of the second Business Day preceding the Settlement Date

with respect to such Called Principal, in Federal Reserve Statistical Release

H.15 (519) (or any comparable successor publication) for actively traded U.S.

Treasury securities having a constant maturity equal to the Remaining Average

Life of such Called Principal as of such Settlement Date. Such implied yield

will be determined, if necessary, by (1) converting U.S. Treasury bill

quotations to bond-equivalent yields in accordance with accepted financial

practice and (2) interpolating linearly between (A) the actively traded U.S.

Treasury security with the maturity closest to and greater than the Remaining

Average Life and (B) the actively traded U.S. Treasury security with the

maturity closest to and less than the Remaining Average Life.

"Remaining Average Life" means, with respect to any Called Principal, the

number of years (calculated to the nearest one-twelfth year) obtained by

dividing (a) such Called Principal into (b) the sum of the products obtained by

multiplying (i) the principal component of each Remaining Scheduled Payment

with respect to such Called Principal by (ii) the number of years (calculated

to the nearest one-twelfth year) that will elapse between the Settlement Date

with respect to such Called Principal and the scheduled due date of such

Remaining Scheduled Payment.

"Remaining Scheduled Payments" means, with respect to the Called Principal

of any Note, all payments of such Called Principal and interest thereon that

would be due after the Settlement Date with respect to such Called Principal if

no payment of such Called Principal were made prior to its scheduled due date;

provided that if such Settlement Date is not a date on which interest payments

are due to be made under the terms of the Notes, then the amount of the next

succeeding scheduled interest payment will be reduced by the amount of interest

accrued to such Settlement Date and required to be paid on such Settlement Date

pursuant to Section 8.2, 8.3 or 12.1.

"Settlement Date" means, with respect to the Called Principal of any Note,

the date on which such Called Principal is to be prepaid pursuant to Section

8.2 or Section 8.3 or has become or is declared to be immediately due and

payable pursuant to Section 12.1, as the context requires.

Section 9. Affirmative Covenants.

The Company covenants that so long as any of the Notes are outstanding:

Section 9.1. Compliance with Law. The Company will, and will cause each

of its Subsidiaries to, comply with all laws, ordinances or governmental rules

or regulations to which each of them is subject, including, without limitation,

ERISA and applicable laws in respect of Non-U.S. Pension Plans and all

Environmental Laws, and will obtain and maintain in effect all licenses,

certificates, permits, franchises and other governmental authorizations

necessary to the ownership of their respective properties or to the conduct of

their respective businesses, in each case to the extent necessary to ensure

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that non-compliance with such laws, ordinances or governmental rules or

regulations or failures to obtain or maintain in effect such licenses,

certificates, permits, franchises and other governmental authorizations could

not, individually or in the aggregate, reasonably be expected to have a

Material Adverse Effect.

Section 9.2. Insurance. The Company will, and will cause each of its

Subsidiaries to, maintain, with financially sound and reputable insurers,

insurance with respect to their respective properties and businesses against

such casualties and contingencies, of such types, on such terms and in such

amounts (including deductibles, co-insurance and self-insurance, if adequate

reserves are maintained with respect thereto) as is customary in the case of

entities of established reputations engaged in the same or a similar business

and similarly situated.

Section 9.3. Maintenance of Properties. The Company will, and will cause

each of its Subsidiaries to, maintain and keep, or cause to be maintained and

kept, their respective properties in good repair, working order and condition

(other than ordinary wear and tear), so that the business carried on in

connection therewith may be properly conducted at all times; provided that this

Section shall not prevent the Company or any Subsidiary from discontinuing the

operation and the maintenance of any of its properties if such discontinuance

is desirable in the conduct of its business and the Company has concluded that

such discontinuance could not, individually or in the aggregate, reasonably be

expected to have a Material Adverse Effect.

Section 9.4. Payment of Taxes and Claims. The Company will, and will

cause each of its Subsidiaries to, file all tax returns required to be filed in

any jurisdiction and to pay and discharge all taxes shown to be due and payable

on such returns and all other taxes, assessments, governmental charges, or

levies imposed on them or any of their properties, assets, income or

franchises, to the extent such taxes and assessments have become due and

payable and before they have become delinquent and all claims for which sums

have become due and payable that have or might become a Lien on properties or

assets of the Company or any Subsidiary; provided that neither the Company nor

any Subsidiary need pay any such tax or assessment or claims if (a) the amount,

applicability or validity thereof is contested by the Company or such

Subsidiary on a timely basis in good faith and in appropriate proceedings, and

the Company or a Subsidiary has established adequate reserves therefor in

accordance with GAAP on the books of the Company or such Subsidiary or (b) the

nonpayment of all such taxes and assessments in the aggregate could not

reasonably be expected to have a Material Adverse Effect.

Section 9.5. Corporate Existence, Etc. The Company will at all times

preserve and keep in full force and effect its corporate existence. Subject to

Section 10.6, the Company will at all times preserve and keep in full force and

effect the corporate existence of each of its Subsidiaries (unless merged into

the Company or a Subsidiary) and all rights and franchises of the Company and

its Subsidiaries unless, in the good faith judgment of the Company, the

termination of or failure to preserve and keep in full force and effect such

corporate existence, right or franchise could not, individually or in the

aggregate, have a Material Adverse Effect.

Section 9.6. Notes to Rank Pari Passu. The Notes and all other

obligations under this Agreement of the Company are and at all times shall

remain direct and unsecured obligations of the Company ranking pari passu as

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against the assets of the Company with all other Notes from time to time issued

and outstanding hereunder without any preference among themselves and pari

passu with all other present and future unsecured Debt (actual or contingent)

of the Company which is not expressed to be subordinate or junior in rank to

any other unsecured Debt of the Company.

Section 9.7. Year 2000 Compliance. The Company shall, and shall cause

each Subsidiary to, on a timely basis and, in any event, on or before June 30,

1999, take all commercially reasonable steps to ascertain the extent of the

business and financial risks facing such Person as a result of the "Year 2000

Problem" (that is, the risk that computer applications or equipment containing

embedded microchips may be unable to recognize correctly and perform properly

date-sensitive functions involving all dates before and after January 1, 2000),

and shall take all commercially reasonable steps to prioritize such business

and financial risks and to quantify the costs associated with addressing the

Year 2000 Problem as it relates the Company and its Subsidiaries. The Company

shall, on or before September 30, 1999, adopt a reasonably detailed time line

for taking all necessary steps (including the preparation of contingency plans)

to ensure that the Year 2000 Problem will not have a Material Adverse Effect

and shall provide a copy of such time line to each holder of the Notes

requesting the same. The Company shall, on or before September 30, 1999,

complete all testing which senior management believes in good faith to be

commercially reasonable relating to the Year 2000 Problem and initiate and

complete all necessary steps to ensure that the Year 2000 Problem will not have

a Material Adverse Effect. The Company shall, and shall cause each Subsidiary

to, promptly notify the holders of the Notes in the event such Person (1)

deviates in any material respect from the aforesaid time line or (2) determines

that any computer application or equipment containing embedded microchips owned

or used by (i) such Person or (ii) any material supplier, vendor or customer of

such Person will present a Year 2000 Problem, except to the extent that such

Year 2000 Problem, if it were to remain uncorrected or if the implementation of

a contingency plan is not successful, could not reasonably be expected to have

a Material Adverse Effect.

Notwithstanding the foregoing, it is understood by the parties hereto that

until the WGNX Acquisition is consummated and the Company is capable of

conducting an analysis on its own behalf of the computer applications and

equipment of WGNX-TV, Channel 46, in Atlanta, Georgia, the Company is unable to

represent or agree that it will be capable of strictly complying with the terms

of Section 5.20 and this Section 9.7 with respect to WGNX-TV, except that the

Company represents and agrees that it will take all actions which senior

management believes in good faith are commercially reasonable in order to

address any Year 2000 Problem which may exist with respect to WGNX-TV.

Section 10. Negative Covenants.

The Company covenants that so long as any of the Notes are outstanding:

Section 10.1. Transactions with Affiliates. The Company will not and

will not permit any Subsidiary to enter into directly or indirectly any

Material transaction or Material group of related transactions (including

without limitation the purchase, lease, sale or exchange of properties of any

kind or the rendering of any service) with any Affiliate (other than the

Company or another Subsidiary), except in the ordinary course and pursuant to

the reasonable requirements of the Company's or such Subsidiary's business and

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upon fair and reasonable terms no less favorable to the Company or such

Subsidiary than would be obtainable in a comparable arm's-length transaction

with a Person not an Affiliate.

Section 10.2. Consolidated Net Worth. The Company will not at any time

permit Consolidated Net Worth to be an amount less than the sum of (a)

$280,000,000 plus (b) 331/3% of Consolidated Net Income computed on a

cumulative basis for each of the elapsed fiscal years ending after June 30,

1998; provided that notwithstanding that Consolidated Net Income for any such

elapsed fiscal year may be a deficit figure, no reduction in such amount as a

result thereof shall be made on the sum to be maintained pursuant hereto.

Section 10.3. Interest Coverage Ratio. The Company will keep and

maintain the ratio of (a) Consolidated EBIT to (b) Consolidated Interest

Expense for each period of four consecutive fiscal quarters at not less than

2.5 to 1.0.

Section 10.4. Limitations on Debt. (a) The Company will not at any time

permit the ratio of (i) Consolidated Total Debt to (ii) Consolidated EBITDA for

the period of the four consecutive fiscal quarters then most recently ended to

exceed 3.5 to 1.0. The maximum amount of Consolidated Total Debt permitted

pursuant to the terms of this Section 10.4(a) is hereafter referred to as

"Maximum Permitted Total Debt".

(b) The Company will not at any time permit Priority Debt to exceed an

amount equal to 15% of Maximum Permitted Total Debt.

Section 10.5. Liens. The Company will not, and will not permit any of

its Subsidiaries to, directly or indirectly create, incur, assume or permit to

exist (upon the happening of a contingency or otherwise) any Lien on or with

respect to any property or asset (including, without limitation, any document

or instrument in respect of goods or accounts receivable) of the Company or any

such Subsidiary, whether now owned or held or hereafter acquired, or any income

or profits therefrom, or assign or otherwise convey any right to receive income

or profits, except:

(a) Liens for taxes, assessments or other governmental charges which are

not yet due and payable or the payment of which is not at the time required by

Section 9.4;

(b) statutory Liens of landlords and Liens of carriers, warehousemen,

mechanics, materialmen and other similar Liens, in each case, incurred in the

ordinary course of business for sums not yet due and payable or the payment of

which is not at the time required by Section 9.1 or Section 9.4;

made in the ordinary course of business (i) in connection with workers'

compensation, unemployment insurance and other types of social security or

retirement benefits, or (ii) to secure (or to obtain letters of credit that

secure) the performance of tenders, statutory obligations, surety bonds, appeal

bonds (not in excess of $5,000,000), bids, leases (other than Capital Leases),

performance bonds, purchase, construction or sales contracts and other similar

obligations, in each case not incurred or made in connection with the borrowing

of money, the obtaining of advances or credit or the payment of the deferred

purchase price of property;

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(d) any attachment or judgment Lien, unless (i) the judgment it secures

shall not, within 60 days after the entry thereof, have been discharged or

execution thereof stayed pending appeal, or shall not have been discharged

within 60 days after the expiration of any such stay or (ii) the uninsured

portion of the judgment such Lien secures, including any portion for which the

insurer has not acknowledged responsibility, exceeds $5,000,000;

(e) leases or subleases granted to others, easements, rights-of-way,

restrictions and other similar charges or encumbrances, in each case incidental

to, and not interfering with, the ordinary conduct of the business of the

Company or any of its Subsidiaries, provided that such Liens do not, in the

aggregate, materially detract from the value of such property;

(f) Liens on property or assets of the Company or any of its Subsidiaries

securing Debt owing to the Company or to any of its Wholly-Owned Subsidiaries;

(g) [Intentionally Omitted];

(h) any Lien created to secure all or any part of the purchase price, or

to secure Debt incurred or assumed to pay all or any part of the purchase price

or cost of construction, of property (or any improvement thereon) acquired or

constructed by the Company or a Subsidiary after the date of the Closing,

provided that:

(i) any such Lien shall extend solely to the item or items of such

property (or improvement thereon) so acquired or constructed and, if required

by the terms of the instrument originally creating such Lien, other property

(or improvement thereon) which is an improvement to or is acquired for specific

use in connection with such acquired or constructed property (or improvement

thereon) or which is real property being improved by such acquired or

constructed property (or improvement thereon),

(ii) the principal amount of the Debt secured by any such Lien shall

at no time exceed an amount equal to the lesser of (1) the cost to the Company

or such Subsidiary of the property (or improvement thereon) so acquired or

constructed and (2) the fair market value (as determined in good faith by the

board of directors of the Company) of such property (or improvement thereon) at

the time of such acquisition or construction, and

(iii) any such Lien shall be created contemporaneously with, or

within 180 days after, the acquisition or construction of such property;

(i) any Lien existing on property of a Person immediately prior to its

being consolidated with or merged into the Company or a Subsidiary or its

becoming a Subsidiary, or any Lien existing on any property acquired by the

Company or any Subsidiary at the time such property is so acquired (whether or

not the Debt secured thereby shall have been assumed), provided that (i) no

such Lien shall have been created or assumed in contemplation of such

consolidation or merger or such Person's becoming a Subsidiary or such

acquisition of property, and (ii) each such Lien shall extend solely to the

item or items of property so acquired and, if required by the terms of the

instrument originally creating such Lien, other property which is an

improvement to or is acquired for specific use in connection with such acquired

property;

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(j) any Lien renewing, extending or refunding any Lien permitted by

paragraphs (h) or (i) of this Section 10.5, provided that (i) the principal

amount of Debt secured by such Lien immediately prior to such extension,

renewal or refunding is not increased or the maturity thereof reduced, (ii)

such Lien is not extended to any other property, and (iii) immediately after

such extension, renewal or refunding no Default or Event of Default would

exist;

(k) other Liens not otherwise permitted by subparagraphs (a) through (j)

securing Debt, provided that all Debt secured by such Liens shall have been

incurred within the applicable limitations of Section 10.4, including, without

limitation, that after giving effect thereto Priority Debt will not exceed 15%

of Maximum Permitted Total Debt.

Section 10.6. Mergers, Consolidations and Sales of Assets. (a) The

Company will not, and will not permit any of its Subsidiaries to, consolidate

with or be a party to a merger with any other Person, or sell, lease or

otherwise dispose of all or substantially all of its assets; provided that:

(i) any Subsidiary may merge or consolidate with or into the Company or

any Subsidiary so long as in (1) any merger or consolidation involving the

Company, the Company shall be the surviving or continuing corporation, (2) any

merger or consolidation involving a Wholly-owned Subsidiary (and not the

Company), the Wholly-owned Subsidiary shall be the surviving or continuing

corporation;

(ii) the Company may consolidate or merge with or into any other

corporation if (1) the corporation which results from such consolidation or

merger (the "surviving corporation") is organized under the laws of any state

of the United States or the District of Columbia, (2) the due and punctual

payment of the principal of and premium, if any, and interest on all of the

Notes, according to their tenor, and the due and punctual performance and

observation of all of the covenants in the Notes and this Agreement to be

performed or observed by the Company are expressly assumed in writing by the

surviving corporation and the surviving corporation shall furnish to the

holders of the Notes an opinion of counsel satisfactory to the Required Holders

to the effect that the instrument of assumption has been duly authorized,

executed and delivered and constitutes the legal, valid and binding contract

and agreement of the surviving corporation enforceable in accordance with its

terms, except as enforcement of such terms may be limited by bankruptcy,

insolvency, reorganization, moratorium and similar laws affecting the

enforcement of creditors' rights generally and by general equitable principles,

(3) at the time of such consolidation or merger and immediately after giving

effect thereto, no Default or Event of Default would exist, and (4) the Company

or such surviving corporation shall have complied with all obligations under

this Agreement with respect to any Change in Control resulting from such

transaction;

(iii) the Company may sell or otherwise dispose of all or substantially

all of its assets to any Person for consideration which represents the fair

market value of such assets (as determined in good faith by the Board of

Directors of the Company) at the time of such sale or other disposition if (1)

the Person which is acquiring all or substantially all of the assets of the

Company is a corporation organized under the laws of any state of the United

States or the District of Columbia, (2) the due and punctual payment of the

principal of and premium, if any, and interest on all the Notes, according to

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their tenor, and the due and punctual performance and observance of all of the

covenants in the Notes and in this Agreement and the Other Agreements to be

performed or observed by the Company are expressly assumed in writing by the

acquiring corporation and the acquiring corporation shall furnish to the

holders of the Notes an opinion of counsel satisfactory to the Required Holders

to the effect that the instrument of assumption has been duly authorized,

executed and delivered and constitutes the legal, valid and binding contract

and agreement of such acquiring corporation enforceable in accordance with its

terms, except as enforcement of such terms may be limited by bankruptcy,

insolvency, reorganization, moratorium and similar laws affecting the

enforcement of creditors' rights generally and by general equitable principles,

(3) at the time of such sale or disposition and immediately after giving effect

thereto, no Default or Event of Default would exist, and (4) the Company or

such acquiring corporation shall have complied with all obligations under this

Agreement with respect to any Change in Control resulting from such

transaction.

(b) The Company will not, and will not permit any of its Subsidiaries to,

sell, lease, transfer, abandon or otherwise dispose of assets (except assets

sold in the ordinary course of business for fair market value and except as

provided in Section 10.6(a)(iii)); provided that the foregoing restrictions do

not apply to:

(i) (1) the sale, lease, transfer or other disposition of assets of

a Subsidiary to the Company or a Wholly-owned Subsidiary or (2) the sale,

lease, transfer or other disposition of assets (valued at net book value) of

the Company to a Wholly-owned Subsidiary not to exceed in any 12month period 5%

of Consolidated Total Assets as of the last day of the fiscal quarter

immediately preceding such sale, lease, transfer or other disposition; or

(ii) the sale of inventory in the ordinary course of business; or

(iii) the sale of assets for cash or other property to a Person or

Persons other than an Affiliate if all of the following conditions are met:

(1) such assets (valued at net book value) do not, together

with all other assets of the Company and its Subsidiaries previously disposed

of during the immediately preceding 36 calendar month period (other than in the

ordinary course of business), exceed 30% of the average of Consolidated Total

Assets as of the last day of each of the 12 consecutive fiscal quarters then

most recently ended;

(2) in the opinion of the Board of Directors of the Company,

the sale is for fair value and is in the best interests of the Company and its

Subsidiaries; and

(3) immediately after the consummation of the transaction and

after giving effect thereto, no Default or Event of Default would exist;

provided, however, that for purposes of the foregoing calculation, there shall

not be included any assets the proceeds of which were or are applied either (A)

within 12 months before or 12 months after the effective date of such asset

disposition to the acquisition of assets useful and intended to be used in the

operation of the business of the Company and its Subsidiaries as described in

Section 10.9 and having a fair market value (as determined in good faith by the

Board of Directors of the Company) at least equal to that of the assets so

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disposed of or (B) within 180 days after the effective date of such asset

disposition to the prepayment at any applicable prepayment premium of all

Senior Debt of the Company on a pro rata basis (other than Senior Debt owing to

the Company, any of its Subsidiaries or any Affiliate), based upon principal

amount then outstanding. It is understood and agreed by the Company that, to

the extent any such proceeds are applied to the prepayment of the Notes, such

prepayment will be made on a pro rata basis in respect of all Notes of all

Series outstanding at such time in the manner and with the premium, if any,

then required pursuant to the optional prepayment provisions provided in

Section 8.2.

Section 10.7. Limitation on Sale-and-Leaseback Transactions. The Company

will not, and will not permit any Subsidiary to, enter into any Sale-and-

Leaseback Transaction unless immediately after giving effect thereto, the

aggregate amount of Priority Debt (including the Attributable Debt to be

incurred in connection with such Sale-and-Leaseback Transaction) does not

exceed 15% of Maximum Permitted Total Debt.

Section 10.8. Termination of Pension Plans. The Company will not and

will not permit any Subsidiary to withdraw from any Multiemployer Plan or

permit any employee benefit plan maintained by it to be terminated if such

withdrawal or termination could result in withdrawal liability (as described in

Part 1 of Subtitle E of Title IV of ERISA) or the imposition of a Lien on any

property of the Company or any Subsidiary pursuant to Section 4068 of ERISA.

Section 10.9. Nature of Business. Neither the Company nor any Subsidiary

will engage in any business if, as a result, the general nature of the

business, taken on a consolidated basis, which would then be engaged in by the

Company and its Subsidiaries would be substantially changed from the general

nature of the business engaged in by the Company and its Subsidiaries on the

date of this Agreement.

Section 11. Events of Default.

An "Event of Default" shall exist if any of the following conditions or

events shall occur and be continuing:

(a) the Company defaults in the payment of any principal or Make-Whole

Amount, if any, on any Note when the same becomes due and payable, whether at

maturity or at a date fixed for prepayment or by declaration or otherwise; or

(b) the Company defaults in the payment of any interest on any Note for

more than five Business Days after the same becomes due and payable; or

term contained in Sections 10.1 through 10.7 and such default is not remedied

within 10 days after the earlier of (i) a Responsible Officer obtaining actual

knowledge of such default and (ii) the Company receiving written notice of such

default from any holder of a Note (any such written notice to be identified as

a "notice of default" and to refer specifically to this paragraph (c) of

Section 11); or

(d) the Company defaults in the performance of or compliance with any term

contained herein or in any Other Agreement (other than those referred to in

paragraphs (a), (b) and (c) of this Section 11) and such default is not

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remedied within 30 days after the earlier of (i) a Responsible Officer

obtaining actual knowledge of such default and (ii) the Company receiving

written notice of such default from any holder of a Note (any such written

notice to be identified as a "notice of default" and to refer specifically to

this paragraph (d) of Section 11); or

(e) any representation or warranty made in writing by or on behalf of the

Company or by any officer of the Company in this Agreement or in any Other

Agreement or in any writing furnished in connection with the transactions

contemplated hereby or thereby proves to have been false or incorrect in any

material respect on the date as of which made; or

(f) the Company defaults in the performance of or compliance with any

term contained in the Acquisition Credit Agreement and such default continues

beyond any period of grace provided with respect thereto; or

(g) (i) the Company or any Subsidiary is in default (as principal or as

guarantor or other surety) in the payment of any principal of or premium or

make-whole amount or interest on any Debt that is outstanding in an aggregate

principal amount of at least $10,000,000 (or the equivalent in other applicable

currencies) beyond any period of grace provided with respect thereto, or (ii)

the Company or any Subsidiary is in default in the performance of or compliance

with any term of any evidence of any Debt in an aggregate outstanding principal

amount of at least $10,000,000 (or the equivalent in other applicable

currencies) or of any mortgage, indenture or other agreement relating thereto

or any other condition exists, and as a consequence of such default or

condition such Debt has become, or has been declared (or one or more Persons

are entitled to declare such Debt to be), due and payable before its stated

maturity or before its regularly scheduled dates of payment, or (iii) as a

consequence of the occurrence or continuation of any event or condition (other

than the passage of time or the right of the holder of Debt to convert such

Debt into equity interests), (1) the Company or any Subsidiary has become

obligated to purchase or repay Debt before its regular maturity or before its

regularly scheduled dates of payment in an aggregate outstanding principal

amount of at least $10,000,000 (or the equivalent in other applicable

currencies), or (2) one or more Persons have the right to require the Company

or any Subsidiary so to purchase or repay such Debt; or

(h) the Company or any Material Subsidiary (i) is generally not paying,

or admits in writing its inability to pay, its debts as they become due, (ii)

files, or consents by answer or otherwise to the filing against it of, a

petition for relief or reorganization or arrangement or any other petition in

bankruptcy, for liquidation or to take advantage of any bankruptcy, insolvency,

reorganization, moratorium or other similar law of any jurisdiction, (iii)

makes an assignment for the benefit of its creditors, (iv) consents to the

appointment of a custodian, receiver, trustee or other officer with similar

powers with respect to it or with respect to any substantial part of its

property, (v) is adjudicated as insolvent or to be liquidated, or (vi) takes

corporate action for the purpose of any of the foregoing; or

(i) a court or governmental authority of competent jurisdiction enters an

order appointing, without consent by the Company or any of its Material

Subsidiaries, a custodian, receiver, trustee or other officer with similar

powers with respect to the Company or any Material Subsidiary or with respect

to any substantial part of the property of the Company or any Material

Subsidiary, or constituting an order for relief or approving a petition for

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relief or reorganization or any other petition in bankruptcy or for liquidation

or to take advantage of any bankruptcy or insolvency law of any jurisdiction,

or ordering the dissolution, winding-up or liquidation of the Company or any of

its Material Subsidiaries, or any such petition shall be filed against the

Company or any of its Material Subsidiaries and such petition shall not be

dismissed within 60 days; or

(j) a final judgment or judgments for the payment of money aggregating in

excess of $5,000,000 (or the equivalent in other applicable currencies) are

rendered against one or more of the Company and its Subsidiaries and which

judgments are not, within 60 days after entry thereof, bonded, discharged or

stayed pending appeal, or are not discharged within 60 days after the

expiration of such stay; or

(k) if (i) any Plan shall fail to satisfy the minimum funding standards

of ERISA or the Code for any plan year or part thereof or a waiver of such

standards or extension of any amortization period is sought or granted under

Section 412 of the Code, (ii) a notice of intent to terminate any Plan shall

have been or is reasonably expected to be filed with the PBGC or the PBGC shall

have instituted proceedings under ERISA Section 4042 to terminate or appoint a

trustee to administer any Plan or the PBGC shall have notified the Company or

any ERISA Affiliate that a Plan may become a subject of any such proceedings,

(iii) the aggregate "amount of unfunded benefit liabilities" (within the

meaning of Section 4001(a)(18) of ERISA) under all Plans, determined in

accordance with Title IV of ERISA, shall exceed $5,000,000, (iv) the Company or

any ERISA Affiliate shall have incurred or is reasonably expected to incur any

liability pursuant to Title I or IV of ERISA or the penalty or excise tax

provisions of the Code relating to employee benefit plans, (v) the Company or

any ERISA Affiliate withdraws from any Multiemployer Plan, or (vi) the Company

or any Subsidiary establishes or amends any employee welfare benefit plan that

provides post-employment welfare benefits in a manner that would increase the

liability of the Company or any Subsidiary thereunder; and any such event or

events described in clauses (i) through (vi) above, either individually or

together with any other such event or events, could reasonably be expected to

have a Material Adverse Effect.

As used in Section 11(k), the terms "employee benefit plan" and "employee

welfare benefit plan" shall have the respective meanings assigned to such terms

in Section 3 of ERISA.

Section 12. Remedies on Default, Etc.

Section 12.1. Acceleration. (a) If an Event of Default with respect to

the Company described in paragraph (h) or (i) of Section 11 (other than an

Event of Default described in clause (i) of paragraph (h) or described in

clause (vi) of paragraph (h) by virtue of the fact that such clause encompasses

clause (i) of paragraph (h)) has occurred, all the Notes then outstanding shall

automatically become immediately due and payable.

(b) If any other Event of Default has occurred and is continuing, any

holder or holders of more than 51% in principal amount of the Notes at the time

outstanding may at any time at its or their option, by notice or notices to the

Company, declare all the Notes then outstanding to be immediately due and

payable.

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Section 11 has occurred and is continuing, any holder or holders of Notes at

the time outstanding affected by such Event of Default may at any time, at its

or their option, by notice or notices to the Company, declare all the Notes

held by it or them to be immediately due and payable.

Upon any Note's becoming due and payable under this Section 12.1, whether

automatically or by declaration, such Note will forthwith mature and the entire

unpaid principal amount of such Note, plus (i) all accrued and unpaid interest

thereon and (ii) the Make-Whole Amount determined in respect of such principal

amount (to the full extent permitted by applicable law), shall all be

immediately due and payable, in each and every case without presentment,

demand, protest or further notice, all of which are hereby waived. The Company

acknowledges, and the parties hereto agree, that each holder of a Note has the

right to maintain its investment in the Notes free from repayment by the

Company (except as herein specifically provided for), and that the provision

for payment of a Make-Whole Amount by the Company in the event that the Notes

are prepaid or are accelerated as a result of an Event of Default, is intended

to provide compensation for the deprivation of such right under such

circumstances.

Section 12.2. Other Remedies. If any Default or Event of Default has

occurred and is continuing, and irrespective of whether any Notes have become

or have been declared immediately due and payable under Section 12.1, the

holder of any Note at the time outstanding may proceed to protect and enforce

the rights of such holder by an action at law, suit in equity or other

appropriate proceeding, whether for the specific performance of any agreement

contained herein or in any Note, or for an injunction against a violation of

any of the terms hereof or thereof, or in aid of the exercise of any power

granted hereby or thereby or by law or otherwise.

Section 12.3. Rescission. At any time after any Notes have been declared

due and payable pursuant to clause (b) or (c) of Section 12.1, the holders of

not less than 66-2/3% in principal amount of the Notes then outstanding, by

written notice to the Company, may rescind and annul any such declaration and

its consequences if (a) the Company has paid all overdue interest on the Notes,

all principal of and Make-Whole Amount, if any, on any Notes that are due and

payable and are unpaid other than by reason of such declaration, and all

interest on such overdue principal and Make-Whole Amount, if any, and (to the

extent permitted by applicable law) any overdue interest in respect of the

Notes, at the Default Rate, (b) all Events of Default and Defaults, other than

non-payment of amounts that have become due solely by reason of such

declaration, have been cured or have been waived pursuant to Section 17, and

pursuant hereto or to the Notes. No rescission and annulment under this

Section 12.3 will extend to or affect any subsequent Event of Default or

Default or impair any right consequent thereon.

Section 12.4. No Waivers or Election of Remedies, Expenses, Etc. No

course of dealing and no delay on the part of any holder of any Note in

exercising any right, power or remedy shall operate as a waiver thereof or

otherwise prejudice such holder's rights, powers or remedies. No right, power

or remedy conferred by this Agreement or by any Note upon any holder thereof

shall be exclusive of any other right, power or remedy referred to herein or

therein or now or hereafter available at law, in equity, by statute or

otherwise. Without limiting the obligations of the Company under Section 15,

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the Company will pay to the holder of each Note on demand such further amount

as shall be sufficient to cover all costs and expenses of such holder incurred

in any enforcement or collection under this Section 12, including, without

limitation, reasonable attorneys' fees, expenses and disbursements.

Section 13. Registration; Exchange; Substitution of Notes.

Section 13.1. Registration of Notes. The Company shall keep at its

principal executive office a register for the registration and registration of

transfers of Notes. The name and address of each holder of one or more Notes,

each transfer thereof and the name and address of each transferee of one or

more Notes shall be registered in such register. Prior to due presentment for

registration of transfer, the Person in whose name any Note shall be registered

shall be deemed and treated as the owner and holder thereof for all purposes

hereof, and the Company shall not be affected by any notice or knowledge to the

contrary. The Company shall give to any holder of a Note that is an

Institutional Investor promptly upon request therefor, a complete and correct

copy of the names and addresses of all registered holders of Notes.

Section 13.2. Transfer and Exchange of Notes. Upon surrender of any Note

at the principal executive office of the Company for registration of transfer

or exchange (and in the case of a surrender for registration of transfer, duly

endorsed or accompanied by a written instrument of transfer duly executed by

the registered holder of such Note or its attorney duly authorized in writing

and accompanied by the address for notices of each transferee of such Note or

part thereof), the Company shall execute and deliver, at the Company's expense

(except as provided below), one or more new Notes (as requested by the holder

thereof) in exchange therefor, in an aggregate principal amount equal to the

unpaid principal amount of the surrendered Note. Each such new Note shall be

payable to such Person as such holder may request and shall be substantially in

the form of Exhibit 1. Each such new Note shall be dated and bear interest

from the date to which interest shall have been paid on the surrendered Note or

dated the date of the surrendered Note if no interest shall have been paid

thereon. The Company may require payment of a sum sufficient to cover any

stamp tax or governmental charge imposed in respect of any such transfer of

Notes. Notes shall not be transferred in denominations of less than $500,000;

provided that if necessary to enable the registration of transfer by a holder

of its entire holding of Notes, one Note may be in a denomination of less than

$500,000. Any transferee, by its acceptance of a Note registered in its name

(or the name of its nominee), shall be deemed to have made the representation

set forth in Section 6.2.

Section 13.3. Replacement of Notes. Upon receipt by the Company of

evidence reasonably satisfactory to it of the ownership of and the loss, theft,

destruction or mutilation of any Note (which evidence shall be, in the case of

an Institutional Investor, notice from such Institutional Investor of such

ownership and such loss, theft, destruction or mutilation), and

(a) in the case of loss, theft or destruction, of indemnity reasonably

satisfactory to it (provided that if the holder of such Note is, or is a

nominee for, an original Purchaser or another holder of a Note with a minimum

net worth of at least $10,000,000, such Person's own unsecured agreement of

indemnity shall be deemed to be satisfactory), or

(b) in the case of mutilation, upon surrender and cancellation thereof,

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<PAGE>

the Company at its own expense shall execute and deliver, in lieu thereof, a

new Note, dated and bearing interest from the date to which interest shall have

been paid on such lost, stolen, destroyed or mutilated Note or dated the date

of such lost, stolen, destroyed or mutilated Note if no interest shall have

been paid thereon.

Section 14. Payments on Notes.

Section 14.1. Place of Payment. Subject to Section 14.2, payments of

principal, Make-Whole Amount, if any, and interest becoming due and payable on

the Notes shall be made in Des Moines, Iowa at the principal office of the

Company in such jurisdiction. The Company may at any time, by notice to each

holder of a Note, change the place of payment of the Notes so long as such

place of payment shall be either the principal office of the Company in the

United States of America or the principal office of a bank or trust company in

the United States of America.

Section 14.2. Home Office Payment. So long as you or your nominee shall

be the holder of any Note, and notwithstanding anything contained in Section

14.1 or in such Note to the contrary, the Company will pay all sums becoming

due on such Note for principal, Make-Whole Amount, if any, and interest by the

method and at the address specified for such purpose below your name in

Schedule A, or by such other method or at such other address as you shall have

from time to time specified to the Company in writing for such purpose, without

the presentation or surrender of such Note or the making of any notation

thereon, except that upon written request of the Company made concurrently with

or reasonably promptly after payment or prepayment in full of any Note, you

shall surrender such Note for cancellation, reasonably promptly after any such

request, to the Company at its principal executive office or at the place of

payment most recently designated by the Company pursuant to Section 14.1.

Prior to any sale or other disposition of any Note held by you or your nominee

you will, at your election, either endorse thereon the amount of principal paid

thereon and the last date to which interest has been paid thereon or surrender

such Note to the Company in exchange for a new Note or Notes pursuant to

Section 13.2. The Company will afford the benefits of this Section 14.2 to any

Institutional Investor that is the direct or indirect transferee of any Note

purchased by you under this Agreement and that has made the same agreement

relating to such Note as you have made in this Section 14.2.

Section 15. Expenses, Etc.

Section 15.1. Transaction Expenses. Whether or not the transactions

contemplated hereby are consummated, the Company will pay all costs and

expenses (including reasonable attorneys' fees of a special counsel and, if

reasonably required, local or other counsel) incurred by you and each Other

Purchaser or holder of a Note in connection with such transactions and in

connection with any amendments, waivers or consents under or in respect of this

Agreement or the Notes (whether or not such amendment, waiver or consent

becomes effective), including, without limitation: (a) the costs and expenses

incurred in enforcing or defending (or determining whether or how to enforce or

defend) any rights under this Agreement or the Notes or in responding to any

subpoena or other legal process or informal investigative demand issued in

connection with this Agreement or the Notes, or by reason of being a holder of

any Note, and (b) the costs and expenses, including financial advisors' fees,

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<PAGE>

incurred in connection with the insolvency or bankruptcy of the Company or any

Subsidiary or in connection with any work-out or restructuring of the

transactions contemplated hereby and by the Notes. The Company will pay, and

will save you and each other holder of a Note harmless from, all claims in

respect of any fees, costs or expenses, if any, of brokers and finders (other

than those retained by you).

Section 15.2. Survival The obligations of the Company under this Section

15 will survive the payment or transfer of any Note, the enforcement, amendment

or waiver of any provision of this Agreement or the Notes, and the termination

of this Agreement.

Section 16. Survival of Representations and Warranties; Entire Agreement.

All representations and warranties contained herein shall survive the

execution and delivery of this Agreement and the Notes, the purchase or

transfer by you of any Note or portion thereof or interest therein and the

payment of any Note, and may be relied upon by any subsequent holder of a Note,

regardless of any investigation made at any time by or on behalf of you or any

other holder of a Note. All statements contained in any certificate or other

instrument delivered by or on behalf of the Company pursuant to this Agreement

shall be deemed representations and warranties of the Company under this

Agreement. Subject to the preceding sentence, this Agreement and the Notes

embody the entire agreement and understanding between you and the Company and

supersede all prior agreements and understandings relating to the subject

matter hereof.

Section 17. Amendment and Waiver.

Section 17.1. Requirements. This Agreement and the Notes may be amended,

and the observance of any term hereof or of the Notes may be waived (either

retroactively or prospectively), with (and only with) the written consent of

the Company and the Required Holders, except that (a) no amendment or waiver of

any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined

term (as it is used therein), will be effective as to you unless consented to

by you in writing, and (b) no such amendment or waiver may, without the written

consent of the holder of each Note at the time outstanding affected thereby,

(i) subject to the provisions of Section 12 relating to acceleration or

rescission, change the amount or time of any prepayment or payment of principal

of, or reduce the rate or change the time of payment or method of computation

of interest or of the Make-Whole Amount on, the Notes, (ii) change the

percentage of the principal amount of the Notes the holders of which are

required to consent to any such amendment or waiver, or (iii) amend any of

Sections 8, 11(a), 11(b), 12, 17 or 20.

Section 17.2. Solicitation of Holders of Notes.

(a) Solicitation. The Company will provide each holder of the Notes

(irrespective of the amount of Notes then owned by it) with sufficient

information, sufficiently far in advance of the date a decision is required, to

enable such holder to make an informed and considered decision with respect to

any proposed amendment, waiver or consent in respect of any of the provisions

hereof or of the Notes. The Company will deliver executed or true and correct

copies of each amendment, waiver or consent effected pursuant to the provisions

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<PAGE>

of this Section 17 to each holder of outstanding Notes promptly following the

date on which it is executed and delivered by, or receives the consent or

approval of, the requisite holders of Notes.

(b) Payment. The Company will not directly or indirectly pay or cause to

be paid any remuneration, whether by way of supplemental or additional

interest, fee or otherwise, or grant any security, to any holder of Notes as

consideration for or as an inducement to the entering into by any holder of

Notes of any waiver or amendment of any of the terms and provisions hereof

unless such remuneration is concurrently paid, or security is concurrently

granted, on the same terms, ratably to each holder of Notes then outstanding

even if such holder did not consent to such waiver or amendment.

Section 17.3. Binding Effect, Etc. Any amendment or waiver consented to

as provided in this Section 17 applies equally to all holders of Notes and is

binding upon them and upon each future holder of any Note and upon the Company

without regard to whether such Note has been marked to indicate such amendment

or waiver. No such amendment or waiver will extend to or affect any

obligation, covenant, agreement, Default or Event of Default not expressly

amended or waived or impair any right consequent thereon. No course of dealing

between the Company and the holder of any Note nor any delay in exercising any

rights hereunder or under any Note shall operate as a waiver of any rights of

any holder of such Note. As used herein, the term "this Agreement" and

references thereto shall mean this Agreement as it may from time to time be

amended or supplemented.

Section 17.4. Notes Held by Company, Etc. Solely for the purpose of

determining whether the holders of the requisite percentage of the aggregate

principal amount of Notes then outstanding approved or consented to any

amendment, waiver or consent to be given under this Agreement or the Notes, or

have directed the taking of any action provided herein or in the Notes to be

taken upon the direction of the holders of a specified percentage of the

aggregate principal amount of Notes then outstanding, Notes directly or

indirectly owned by the Company or any of its Affiliates shall be deemed not to

be outstanding.

Section 18. Notices.

All notices and communications provided for hereunder shall be in writing

and sent (a) by telefacsimile if the sender on the same day sends a confirming

copy of such notice by a recognized overnight delivery service (charges

prepaid), or (b) by registered or certified mail with return receipt requested

(postage prepaid), or (c) by a recognized overnight delivery service (with

charges prepaid). Any such notice must be sent:

(i) if to you or your nominee, to you or it at the address specified for

such communications in Schedule A, or at such other address as you or it shall

have specified to the Company in writing,

(ii) if to any other holder of any Note, to such holder at such address

as such other holder shall have specified to the Company in writing, or

(iii) if to the Company, to the Company at its address set forth at the

beginning hereof to the attention of the Chief Financial Officer with a copy to

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the General Counsel, or at such other address as the Company shall have

specified to the holder of each Note in writing.

Notices under this Section 18 will be deemed given only when actually received.

Section 19. Reproduction of Documents.

This Agreement and all documents relating thereto, including, without

limitation, (a) consents, waivers and modifications that may hereafter be

executed, (b) documents received by you at the Closing (except the Notes

themselves), and (c) financial statements, certificates and other information

previously or hereafter furnished to you, may be reproduced by you by any

photographic, photostatic, microfilm, microcard, miniature photographic or

other similar process and you may destroy any original document so reproduced.

The Company agrees and stipulates that, to the extent permitted by applicable

law, any such reproduction shall be admissible in evidence as the original

itself in any judicial or administrative proceeding (whether or not the

original is in existence and whether or not such reproduction was made by you

in the regular course of business) and any enlargement, facsimile or further

reproduction of such reproduction shall likewise be admissible in evidence.

This Section 19 shall not prohibit the Company or any other holder of Notes

from contesting any such reproduction to the same extent that it could contest

the original, or from introducing evidence to demonstrate the inaccuracy of any

such reproduction.

Section 20. Confidential Information.

For the purposes of this Section 20, "Confidential Information" means

information delivered to you by or on behalf of the Company or any Subsidiary

in connection with the transactions contemplated by or otherwise pursuant to

this Agreement that is proprietary in nature and that was clearly marked or

labeled or otherwise adequately identified when received by you as being

confidential information of the Company or such Subsidiary; provided that such

term does not include information that (a) was publicly known or otherwise

known to you prior to the time of such disclosure, (b) subsequently becomes

publicly known through no act or omission by you or any Person acting on your

behalf, (c) otherwise becomes known to you other than through disclosure by the

Company or any Subsidiary or (d) constitutes financial statements delivered to

you under Section 7.1 that are otherwise publicly available. You will maintain

the confidentiality of such Confidential Information in accordance with

procedures adopted by you in good faith to protect confidential information of

third parties delivered to you; provided that you may deliver or disclose

Confidential Information to (i) your directors, trustees, officers, employees,

agents, attorneys and affiliates (to the extent such disclosure reasonably

relates to the administration of the investment represented by your Notes),

(ii) your financial advisors and other professional advisors who agree to hold

confidential the Confidential Information substantially in accordance with the

terms of this Section 20, (iii) any other holder of any Note, (iv) any

Institutional Investor to which you sell or offer to sell such Note or any part

thereof or any participation therein (if such Person has agreed in writing

prior to its receipt of such Confidential Information to be bound by the

provisions of this Section 20), (v) any Person from which you offer to purchase

any security of the Company (if such Person has agreed in writing prior to its

receipt of such Confidential Information to be bound by the provisions of this

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<PAGE>

Section 20), (vi) any federal or state regulatory authority having jurisdiction

over you, (vii) the National Association of Insurance Commissioners or any

similar organization, or any nationally recognized rating agency that requires

access to information about your investment portfolio or (viii) any other

Person to which such delivery or disclosure may be necessary or appropriate (w)

to effect compliance with any law, rule, regulation or order applicable to you,

(x) in response to any subpoena or other legal process, (y) in connection with

any litigation to which you are a party or (z) if an Event of Default has

occurred and is continuing, to the extent you may reasonably determine such

delivery and disclosure to be necessary or appropriate in the enforcement or

for the protection of the rights and remedies under your Notes and this

Agreement. Each holder of a Note, by its acceptance of a Note, will be deemed

to have agreed to be bound by and to be entitled to the benefits of this

Section 20 as though it were a party to this Agreement. On reasonable request

by the Company in connection with the delivery to any holder of a Note of

information required to be delivered to such holder under this Agreement or

requested by such holder (other than a holder that is a party to this Agreement

or its nominee), such holder will enter into an agreement with the Company

embodying the provisions of this Section 20.

Section 21. Substitution of Purchaser.

You shall have the right to substitute any one of your Affiliates as the

purchaser of the Notes that you have agreed to purchase hereunder, by written

notice to the Company, which notice shall be signed by both you and such

Affiliate, shall contain such Affiliate's agreement to be bound by this

Agreement and shall contain a confirmation by such Affiliate of the accuracy

with respect to it of the representations set forth in Section 6. Upon receipt

of such notice, wherever the word "you" is used in this Agreement (other than

in this Section 21), such word shall be deemed to refer to such Affiliate in

lieu of you. In the event that such Affiliate is so substituted as a purchaser

hereunder and such Affiliate thereafter transfers to you all of the Notes then

held by such Affiliate, upon receipt by the Company of notice of such transfer,

wherever the word "you" is used in this Agreement (other than in this Section

21), such word shall no longer be deemed to refer to such Affiliate, but shall

refer to you, and you shall have all the rights of an original holder of the

Notes under this Agreement.

Section 22. Miscellaneous.

Section 22.1. Successors and Assigns. All covenants and other agreements

contained in this Agreement by or on behalf of any of the parties hereto bind

and inure to the benefit of their respective successors and assigns (including,

without limitation, any subsequent holder of a Note) whether so expressed or

not.

Section 22.2. Payments Due on Non-Business Days. Anything in this

Agreement or the Notes to the contrary notwithstanding, any payment of

principal of or Make-Whole Amount or interest on any Note that is due on a date

other than a Business Day shall be made on the next succeeding Business Day

without including the additional days elapsed in the computation of the

interest payable on such next succeeding Business Day.

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Section 22.3. Severability. Any provision of this Agreement that is

prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,

be ineffective to the extent of such prohibition or unenforceability without

invalidating the remaining provisions hereof, and any such prohibition or

unenforceability in any jurisdiction shall (to the full extent permitted by

law) not invalidate or render unenforceable such provision in any other

jurisdiction.

Section 22.4. Construction. Each covenant contained herein shall be

construed (absent express provision to the contrary) as being independent of

each other covenant contained herein, so that compliance with any one covenant

shall not (absent such an express contrary provision) be deemed to excuse

compliance with any other covenant. Where any provision herein refers to

action to be taken by any Person, or which such Person is prohibited from

taking, such provision shall be applicable whether such action is taken

directly or indirectly by such Person.

Where the character or amount of any asset or liability or item of income

or expense is required to be determined or any consolidation or other

accounting computation is required to be made by the Company for the purposes

of this Agreement, the same shall be done by the Company in accordance with

GAAP, to the extent applicable, except where such principles are inconsistent

with the requirements of this Agreement.

Section 22.5. Counterparts. This Agreement may be executed in any number

of counterparts, each of which shall be an original but all of which together

shall constitute one instrument. Each counterpart may consist of a number of

copies hereof, each signed by less than all, but together signed by all, of the

parties hereto.

Section 22.6. Governing Law. This Agreement shall be construed and

enforced in accordance with, and the rights of the parties shall be governed

by, the law of the State of New York, excluding choice-of-law principles of the

law of such State that would require the application of the laws of a

jurisdiction other than such State.

Section 22.7. Submission to Jurisdiction. The Company hereby irrevocably

submits and consents to the jurisdiction of the federal court located within

the County of New York, State of New York (or if such court lacks jurisdiction,

the State courts located therein), and irrevocably agrees that all actions or

proceedings relating to this Agreement and the Notes may be litigated in such

courts, and the Company waives any objection which it may have based on

improper venue or forum non conveniens to the conduct of any proceeding in any

such court and waives personal service of any and all process upon it, and

consents that all such service of process be made by delivery to it at the

address of the Company set forth in Section 18 above and that service so made

shall be deemed to be completed upon actual receipt. Nothing contained in this

section shall affect the right of any holder of Notes to serve legal process in

any other manner permitted by law or to bring any action or proceeding in the

courts of any jurisdiction against the Company or to enforce a judgment

obtained in the courts of any other jurisdiction.

* * * * *

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<PAGE>

If you are in agreement with the foregoing, please sign the form of

agreement on the accompanying counterpart of this Agreement and return it to

the Company, whereupon the foregoing shall become a binding agreement between

you and the Company.

Very truly yours,

MEREDITH CORPORATION

By /s/ Michael A. Sell

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

Treasurer

Accepted as of March 1, 1999.

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

By /s/ Mary Ann McCarthy

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

Managing Director

CM LIFE INSURANCE COMPANY

By /s/ Mary Ann McCarthy

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

Investment Officer

PRINCIPAL LIFE INSURANCE COMPANY

By: Principal Capital Management, LLC, a

Delaware limited liability company, its

authorized signatory

By /s/ James C. Fifield

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

Counsel

By /s/ Clint Woods

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

Counsel

PRUCO LIFE INSURANCE COMPANY

By /s/ P. Scott von Fischer

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

Vice President

THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

By /s/ P. Scott von Fischer

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

Vice President

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<PAGE>

THE TRAVELERS INSURANCE COMPANY

By /s/ Pamela Westmoreland

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

Investment Officer

TRAVELERS CASUALTY AND SURETY COMPANY

By /s/ Pamela Westmoreland

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

Investment Officer

AMERICAN HEALTH AND LIFE INSURANCE COMPANY

By /s/ Pamela Westmoreland

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

Investment Officer

COMMERCIAL UNION LIFE INSURANCE COMPANY OF AMERICA,

a Delaware corporation

By: Principal Life Insurance Company, an Iowa

corporation, its attorney in fact

By /s/ James C. Fifield

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

Counsel

By /s/ Clint Woods

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

Counsel

METROPOLITAN LIFE INSURANCE COMPANY

By /s/ Gerald P. Marcus

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

Director

PRINCIPAL LIFE INSURANCE COMPANY, on behalf

of one or more separate accounts

By: Principal Capital Management, LLC, a Delaware

limited liability company, its authorized signatory

By /s/ James C. Fifield

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

Counsel

By /s/ Clint Woods

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

Counsel

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<PAGE>

TEXAS LIFE INSURANCE COMPANY

By /s/ Gerald P. Marcus

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

Authorized Signatory

TRITON INSURANCE COMPANY

By /s/ Pamela Westmoreland

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

Investment Officer

- 43 -

Schedule B

Defined Terms

As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:

"Acquisition Credit Agreement" means the $200,000,000 Credit Agreement dated as of December 10, 1998 by and between the Company, Wachovia Bank, N. A., as Agent and a Bank, The First National Bank of Chicago, as Syndication Agent and a Bank, and SunTrust Bank, Central Florida, National Association, as Documentation Agent and a Bank, and the other financial institutions party thereto as Banks, as amended, modified , supplemented, restated or replaced from time to time.

"Affiliate" means, at any time, and with respect to any Person, (a) any other Person that at such time directly or indirectly through one or more intermediaries Controls, or is Controlled by, or is under common Control with, such first Person, and (b) any Person beneficially owning or holding, directly or indirectly, 10% or more of any class of voting or equity interests of the Company or any Subsidiary or any corporation of which the Company and its Subsidiaries beneficially own or hold, in the aggregate, directly or indirectly, 10% or more of any class of voting or equity interests. As used in this definition, "Control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. Unless the context otherwise clearly requires, any reference to an "Affiliate" is a reference to an Affiliate of the Company.

"Attributable Debt" means in connection with any Sale-and-Leaseback Transaction entered into within the limitations of Section 10.7, as of the date of any determination thereof, the greater of (a) the fair market value of the property or assets which is or are the subject of such Sale-and-Leaseback Transaction (as reasonably determined in good faith by the Board of Directors of the Company at or about the time of the consummation of such Sale-and-Leaseback Transaction) and (b) the aggregate amount of Rentals due and to become due (discounted from the respective due dates thereof at the interest rate implicit in such Rentals and otherwise in accordance with GAAP) under the lease relating to such Sale-and-Leaseback Transaction.

"Business Day" means (a) for the purposes of Section 8.7 only, any day other than a Saturday, a Sunday or a day on which commercial banks in New York City are required or authorized to be closed, and (b) for the purposes of any other provision of this Agreement, any day other than a Saturday, a Sunday or a day on which commercial banks in Des Moines, Iowa or New York, New York are required or authorized to be closed.

"Capital Lease" means, at any time, a lease with respect to which the lessee is required concurrently to recognize the acquisition of an asset and the incurrence of a liability in accordance with GAAP.

"Change in Control" is defined in Section 8.3(h).

"Closing" is defined in Section 3.

"Code" means the Internal Revenue Code of 1986, as amended from time to time, and the rules and regulations promulgated thereunder from time to time.

"Company" means Meredith Corporation, an Iowa corporation.

"Confidential Information" is defined in Section 20.

"Consolidated EBIT" for any period means the sum of (a) Consolidated Net Income during such period plus (to the extent deducted in determining Consolidated Net Income), (b) all provisions for any Federal, state or other income taxes made by the Company and its Subsidiaries during such period and (c) Consolidated Interest Expense during such period.

"Consolidated EBITDA" for any period means the sum of (a) Consolidated Net Income during such period plus (to the extent deducted in determining Consolidated Net Income) (b) all provisions for any Federal, state or other income taxes made by the Company and its Subsidiaries during such period, (c) all provisions for depreciation and amortization (other than amortization of debt discount) made by the Company and its Subsidiaries during such period, and (d) Consolidated Interest Expense during such period.

"Consolidated Interest Expense" means all Interest Expense of the Company and its Subsidiaries for any period after eliminating intercompany items. For purposes of any determination of Consolidated Interest Expense pursuant to this Agreement, the Company shall include, on a pro forma basis, "interest expense" (calculated in a manner consistent with the computation of Interest Expense herein) of any business entity acquired by the Company or any Subsidiary during the four fiscal quarters immediately preceding any determination of Consolidated Interest Expense and, concurrently with such determination, the Company shall furnish to the holders of the Notes audited financial statements and other financial information with respect to such business entity demonstrating to the reasonable satisfaction of the Required Holders the basis for such computations.

"Consolidated Net Income" for any period means the gross revenues of the Company and its Subsidiaries for such period less all expenses and other proper charges (including taxes on income), determined on a consolidated basis after eliminating earnings or losses attributable to outstanding Minority Interests, but excluding in any event:

(a) any gains or losses on the sale or other disposition of investments or fixed or capital assets, and any taxes on such excluded gains and any tax deductions or credits on account of any such excluded losses;

(b) the proceeds of any life insurance policy;

(d) net earnings and losses of any corporation (other than a Subsidiary), substantially all the assets of which have been acquired in any manner by the Company or any Subsidiary, realized by such corporation prior to the date of such acquisition;

(e) net earnings and losses of any corporation (other than a Subsidiary) with which the Company or a Subsidiary shall have consolidated or which shall have merged into or with the Company or a Subsidiary prior to the date of such consolidation or merger;

(f) net earnings of any business entity (other than a Subsidiary) in which the Company or any Subsidiary has an ownership interest unless such net earnings shall have actually been received by the Company or such Subsidiary in the form of cash distributions;

(g) any portion of the net earnings of any Subsidiary which for any reason is unavailable for payment of dividends to the Company or any other Subsidiary;

(h) earnings resulting from any reappraisal, revaluation or write-up of assets or losses resulting from writedowns of goodwill or other intangibles relating to Existing Properties, other than Incremental Writedowns exceeding $25,000,000 in the aggregate, under Statement of Financial Accounting Standards No. 142 or any successor statement or principle;

(i) any deferred or other credit representing any excess of the equity in any Subsidiary at the date of acquisition thereof over the amount invested in such Subsidiary;

(j) any gain arising from the acquisition of any Securities of the Company or any Subsidiary;

(k) any reversal of any contingency reserve, except to the extent that provision for such contingency reserve shall have been made from income arising during such period; and

(l) any other extraordinary or nonrecurring gain or loss.

For purposes of any determination of Consolidated Net Income pursuant to this Agreement, the Company may include, on a pro forma basis, "net income" (calculated in a manner consistent with the computation of Consolidated Net Income herein) earned by any business entity acquired by the Company or any Subsidiary during the four fiscal quarters immediately preceding any determination of Consolidated Net Income, provided that there shall be a reasonable basis for the computation of such "net income" and, concurrently with such determination, the Company shall have furnished to the holders of the Notes audited financial statements and other financial information with respect to such business entity demonstrating to the reasonable satisfaction of the Required Holders the basis for such computations.

"Consolidated Net Worth" means, as of the date of any determination thereof the amount of the capital stock accounts (net of treasury stock, at cost) plus (or minus in the case of a deficit) the surplus in retained earnings of the Company and its Subsidiaries as determined in accordance with GAAP plus the amount of any losses resulting from writedowns of goodwill or other intangibles relating to Existing Properties, other than Incremental Writedowns exceeding $25,000,000 in the aggregate.

"Consolidated Total Assets" means, as of the date of any determination thereof, total assets of the Company and its Subsidiaries determined on a consolidated basis in accordance with GAAP.

"Consolidated Total Debt" means, as of the date of any determination thereof, all Debt of the Company and its Subsidiaries, determined on a consolidated basis eliminating intercompany items.

"Control Event" is defined in Section 8.3(h).

"Debt" with respect to any Person means, at any time, without duplication,

(a) its liabilities for borrowed money and its redemption obligations in respect of mandatorily redeemable Preferred Stock;

(b) its liabilities for the deferred purchase price of property acquired by such Person (excluding accounts payable arising in the ordinary course of business but including all liabilities created or arising under any conditional sale or other title retention agreement with respect to any such property);

(d) all liabilities for borrowed money secured by any Lien with respect to any property owned by such Person (whether or not it has assumed or otherwise become liable for such liabilities);

(e) all its liabilities in respect of letters of credit or instruments serving a similar function issued or accepted for its account by banks and other financial institutions (whether or not representing obligations for borrowed money);

(f) Swaps of such Person;

(g) any Guaranty of such Person with respect to liabilities of a type described in any of clauses (a) through (f) or (h) hereof.

Debt of any Person shall include all obligations of such Person of the character described in clauses (a) through (h) to the extent such Person remains legally liable in respect thereof notwithstanding that any such obligation is deemed to be extinguished under GAAP.

"Default" means an event or condition the occurrence or existence of which would, with the lapse of time or the giving of notice or both, become an Event of Default.

"Default Rate" means the Series A Default Rate or the Series B Default Rate, as applicable.

"Environmental Laws" means any and all Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including but not limited to those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.

"ERISA Affiliate" means any trade or business (whether or not incorporated) that is treated as a single employer together with the Company under Section 414 of the Code.

"Event of Default" is defined in Section 11.

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"GAAP" means generally accepted accounting principles as in effect from time to time in the United States of America.

"Governmental Authority" means

(a) the government of

(i) the United States of America or any State or other political subdivision thereof, or

(ii) any jurisdiction in which the Company or any Subsidiary conducts all or any part of its business, or which asserts jurisdiction over any properties of the Company or any Subsidiary, or

(b) any entity exercising executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, any such government, including without limitation the Federal Communications Commission of the United States.

"Guaranty" means, with respect to any Person, any obligation (except the endorsement in the ordinary course of business of negotiable instruments for deposit or collection) of such Person guaranteeing or in effect guaranteeing any Debt, dividend or other obligation of any other Person in any manner, whether directly or indirectly, including (without limitation) obligations incurred through an agreement, contingent or otherwise, by such Person:

(a) to purchase such indebtedness or obligation or any property constituting security therefor;

(b) to advance or supply funds (i) for the purchase or payment of such indebtedness or obligation, or (ii) to maintain any working capital or other balance sheet condition or any income statement condition of any other Person or otherwise to advance or make available funds for the purchase or payment of such indebtedness or obligation;

(c) to lease properties or to purchase properties or services primarily for the purpose of assuring the owner of such indebtedness or obligation of the ability of any other Person to make payment of the indebtedness or obligation; or

(d) otherwise to assure the owner of such indebtedness or obligation against loss in respect thereof.

In any computation of the indebtedness or other liabilities of the obligor under any Guaranty, the indebtedness or other obligations that are the subject of such Guaranty shall be assumed to be direct obligations of such obligor.

"Hazardous Material" means any and all pollutants, toxic or hazardous wastes or any other substances, including all substances listed in or regulated in any Environmental law that might pose a hazard to health or safety, the removal of which may be required or the generation, manufacture, refining, production, processing, treatment, storage, handling, transportation, transfer, use, disposal, release, discharge, spillage, seepage, or filtration of which is or shall be restricted, regulated, prohibited or penalized by any applicable law (including, without limitation, asbestos, urea formaldehyde foam insulation and polychlorinated biphenyls).

"holder" means, with respect to any Note, the Person in whose name such Note is registered in the register maintained by the Company pursuant to Section 13.1.

"Incremental Writedowns" shall mean writedowns of goodwill or other intangibles with respect to an Existing Property that was acquired after March 1, 2002 (an "Acquired Existing Property") in a swap or exchange involving one or more Existing Properties where (a) the Company or its Subsidiaries paid cash or delivered debt obligations to the other parties to such swap or exchange and such cash or debt obligations constituted more than 10% of the total value of the consideration delivered by the Company or its Subsidiaries to the other parties in such swap or exchange and (b) the writedowns of goodwill or other intangibles with respect to such Acquired Existing Property exceed the aggregate amount of goodwill or other intangibles relating to the Existing Properties transferred by the Company or its Subsidiaries in such swap or other exchange shown on the books of the Company or its Subsidiaries prior to such transfer.

"Institutional Investor" means (a) any original purchaser of a Note, (b) any holder of a Note holding more than 5% of the aggregate principal amount of the Notes then outstanding, and (c) any bank, trust company, savings and loan association or other financial institution, any pension plan, any investment company, any insurance company, any broker or dealer, or any other similar financial institution or entity, regardless of legal form.

"Interest Expense" of the Company and its Subsidiaries for any period means all interest (including the interest component on Rentals on Capital Leases) and all amortization of debt discount and expense on any particular Debt (including, without limitation, payment-in-kind, zero coupon and other like Securities) for which such calculations are being made.

"Lien" means, with respect to any Person, any mortgage, lien, pledge, charge, security interest or other encumbrance, or any interest or title of any vendor, lessor, lender or other secured party to or of such Person under any conditional sale or other title retention agreement or Capital Lease, upon or with respect to any property or asset of such Person (including in the case of stock, stockholder agreements, voting trust agreements and all similar arrangements).

"Make-Whole Amount" is defined in Section 8.7.

"Material" means material in relation to the business, operations, affairs, financial condition, assets, properties, or prospects of the Company and its Subsidiaries taken as a whole.

"Material Adverse Effect" means a material adverse effect on (a) the business, operations, affairs, financial condition, assets, properties or prospects of the Company and its Subsidiaries taken as a whole, or (b) the ability of the Company to perform its obligations under this Agreement and the Notes, or (c) the validity or enforceability of this Agreement or the Notes.

"Material Subsidiary" means any Subsidiary if: (i) the portion of Consolidated Net Income which was contributed by such Subsidiary during the immediately preceding fiscal year of the Company exceeds 5% of Consolidated Net Income or (ii) the portion of consolidated operating profit, as determined in accordance with GAAP, which was contributed by such Subsidiary during the immediately preceding fiscal year of the Company exceeds 5% of such consolidated operating profit or (iii) the assets of such Subsidiary as at the end of the immediately preceding fiscal year of the Company exceeds 5% of Consolidated Total Assets.

"Maximum Permitted Total Debt" is defined in Section 10.4(a).

"Memorandum" is defined in Section 5.3.

"Meredith Family" means (a) the lineal descendants by blood or adoption of E.T. Meredith ("descendants") and the spouses and surviving spouses of such descendants; (b) any estate, trust, guardianship, custodianship or other fiduciary arrangement for the primary benefit of any one or more individuals described in (a) above; and (c) any corporation, partnership, limited liability company or other business organization so long as (i) one or more individuals or entities described in clauses (a) and (b) above possess, directly or indirectly, the power to direct or cause the direction of, the management and policies of such corporation, partnership, limited liability company or other business organization and (ii) substantially all of the ownership, beneficial or other equity interests in such corporation, partnership, limited liability company or other business organization are owned, directly or indirectly, by one or more individuals or entities described in clauses (a) and (b) above.

"Minority Interests" means any shares of stock of any class of a Subsidiary (other than directors' qualifying shares as required by law) that are not owned by the Company and/or one or more of its Subsidiaries. Minority Interests shall be valued by valuing Minority Interests constituting preferred stock at the voluntary or involuntary liquidating value of such preferred stock, whichever is greater, and by valuing Minority Interests constituting common stock at the book value of capital and surplus applicable thereto adjusted, if necessary, to reflect any changes from the book value of such common stock required by the foregoing method of valuing Minority Interests in preferred stock.

"Multiemployer Plan" means any Plan that is a "multiemployer plan" (as such term is defined in Section 4001(a)(3) of ERISA).

"Non-U.S. Pension Plan" means any plan, fund, or other similar program established or maintained outside the United States of America by the Company or any one or more of the Subsidiaries primarily for the benefit of employees of the Company or such Subsidiaries residing outside the United States of America, which plan, fund or other similar program provides for retirement income for such employees or a deferral of income for such employees in contemplation of retirement and is not subject to ERISA or the Code.

"Notes" is defined in Section 1.

"Officer's Certificate" means a certificate of a Senior Financial Officer or of any other officer of the Company whose responsibilities extend to the subject matter of such certificate.

"Other Agreements" is defined in Section 2.

"Other Purchasers" is defined in Section 2.

"PBGC" means the Pension Benefit Guaranty Corporation referred to and defined in ERISA or any successor thereto.

"Person" means an individual, partnership, corporation, limited liability company, association, trust, unincorporated organization, or a government or agency or political subdivision thereof.

"Plan" means an "employee benefit plan" (as defined in Section 3(3) of ERISA) that is or, within the preceding five years, has been established or maintained, or to which contributions are or, within the preceding five years, have been made or required to be made, by the Company or any ERISA Affiliate or with respect to which the Company or any ERISA Affiliate may have any liability.

"Preferred Stock" means any class of capital stock (or other equity interests) of a corporation that is preferred over any other class of capital stock (or other equity interests) of such corporation as to the payment of dividends or the payment of any amount upon liquidation or dissolution of such corporation.

"Priority Debt" means, without duplication, the sum of (i) all Debt of the Company secured by Liens permitted by Sections 10.5(h) and (k) plus (ii) all Debt of Subsidiaries (excluding Debt held by the Company or a Wholly-owned Subsidiary), plus (iii) all Attributable Debt of the Company and its Subsidiaries, plus (iv) all Receivables Facility Attributed Indebtedness of the Company and its Subsidiaries.

"property" or "properties" means, unless otherwise specifically limited, real or personal property of any kind, tangible or intangible, choate or inchoate.

"QPAM Exemption" means Prohibited Transaction Class Exemption 84-14 issued by the United States Department of Labor.

"Required Holders" means, at any time, the holders of more than 50% in principal amount of the Notes at the time outstanding (exclusive of Notes then owned by the Company or any of its Affiliates).

"Responsible Officer" means any Senior Financial Officer and any other officer of the Company with responsibility for the administration of the relevant portion of this Agreement.

"Rentals" means and include as of the date of any determination thereof all fixed payments (including as such all payments which the lessee is obligated to make to the lessor on termination of the lease or surrender of the property) payable by the Company or a Subsidiary, as lessee or sublessee under a lease of real or personal property, but shall be exclusive of any amounts required to be paid by the Company or a Subsidiary (whether or not designated as rents or additional rents) on account of maintenance, repairs, insurance, taxes and similar charges. Fixed rents under any so-called "percentage leases" shall be computed solely on the basis of the minimum rents, if any, required to be paid by the lessee regardless of sales volume or gross revenues.

"Sale-and-Leaseback Transaction" means a transaction or series of transactions pursuant to which the Company or any Subsidiary shall sell or transfer to any Person (other than the Company or a Subsidiary) any property, whether now owned or hereafter acquired, and, as part of the same transaction or series of transactions, the Company or any Subsidiary shall rent or lease as lessee (other than pursuant to a Capital Lease), or similarly acquire the right to possession or use of, such property or one or more properties which it intends to use for the same purpose or purposes as such property.

"Securities Act" means the Securities Act of 1933, as amended from time to time.

"Security" shall have the same meaning as in Section 2(1) of the Securities Act.

"Senior Debt" means any Debt of the Company that is not in any manner subordinated in right of payment to the Notes or to any other Debt of the Company.

"Senior Financial Officer" means the chief financial officer, principal accounting officer, treasurer or comptroller of the Company.

"Series" means any of the Series A Notes or the Series B Notes issued hereunder.

"Series A Default Rate" means the lesser of (a) the maximum rate of interest allowed by applicable law and (b) the greater of (i) 8.39% and (ii) 2.0% per annum over the rate of interest publicly announced from time to time by JPMorgan Chase Bank (or its successors) in New York, New York as its "base" or "prime" rate.

"Series A Notes" is defined in Section 1.

"Series B Default Rate" means the lesser of (a) the maximum rate of interest allowed by applicable law and (b) the greater of (i) 8.62% and (ii) 2.0% per annum over the rate of interest publicly announced from time to time by JPMorgan Chase Bank (or its successors) in New York, New York as its "base" or "prime" rate.

"Series B Notes" is defined in Section 1.

"Subsidiary" means, as to any Person, any corporation, association or other business entity in which such Person or one or more of its Subsidiaries or such Person and one or more of its Subsidiaries owns sufficient equity or voting interests to enable it or them (as a group) ordinarily, in the absence of contingencies, to elect a majority of the directors (or Persons performing similar functions) of such entity, and any partnership or joint venture if more than a 50% interest in the profits or capital thereof is owned by such Person or one or more of its Subsidiaries or such Person and one or more of its Subsidiaries (unless such partnership can and does ordinarily take major business actions without the prior approval of such Person or one or more of its Subsidiaries). Unless the context otherwise clearly requires, any reference to a "Subsidiary" is a reference to a Subsidiary of the Company.

"Swaps" means, with respect to any Person, payment obligations with respect to interest rate swaps, currency swaps and similar obligations obligating such Person to make payments, whether periodically or upon the happening of a contingency. For the purposes of this Agreement, the amount of the obligation under any Swap shall be the amount determined in respect thereof as of the end of the then most recently ended fiscal quarter of such Person, based on the assumption that such Swap had terminated at the end of such fiscal quarter, and in making such determination, if any agreement relating to such Swap provides for the netting of amounts payable by and to such Person thereunder or if any such agreement provides for the simultaneous payment of amounts by and to such Person, then in each such case, the amount of such obligation shall be the net amount so determined.

"Voting Stock" means Securities of any class or classes, the holders of which are ordinarily, in the absence of contingencies, entitled to elect a majority of the corporate directors (or Persons performing similar functions).

"Wholly-owned Subsidiary" means, at any time, any Subsidiary one hundred percent (100%) of all of the equity interests (except directors' qualifying shares) and voting interests of which are owned by any one or more of the Company and the Company's other Wholly-owned Subsidiaries at such time.

Exhibit 1-A

[Form of Series A Note]

Meredith Corporation

6.51% Senior Note, Series A, due March 1, 2005

No. _________ [Date]
$____________ PPN 589433 B* 1

For Value Received, the undersigned, Meredith Corporation (herein called the "Company"), a corporation organized and existing under the laws of the State of Iowa, hereby promises to pay to ________________, or registered assigns, the principal sum of ________________ Dollars on April 1, 2007, with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the rate of 6.39% per annum from the date hereof, payable semiannually, on the first day of April and October in each year, commencing with the April or October next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law on any overdue payment (including any overdue prepayment) of principal, any overdue payment of interest and any overdue payment of any Make-Whole Amount (as defined in the Note Purchase Agreements referred to below), payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand), at a rate per annum from time to time equal to the Series A Default Rate (as defined in the Note Purchase Agreements).

Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at Des Moines, Iowa or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreements referred to below.

This Note is one of a series of Series A Senior Notes (herein called the "Notes") issued pursuant to separate Note Purchase Agreements, each dated as of April 1, 2002 (as from time to time amended, the "Note Purchase Agreements"), between the Company and the respective Purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, (i) to have agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreements and (ii) to have made the representation set forth in Section 6.2 of the Note Purchase Agreements.

This Note is a registered Note and, as provided in the Note Purchase Agreements, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder's attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary.

This Note is subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreements, but not otherwise.

If an Event of Default, as defined in the Note Purchase Agreements, occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreements.

This Note shall be construed and enforced in accordance with, and the rights and parties shall be governed by, the law of the State of New York, excluding choice-of-law principles of the law of such State which would require application of the laws of the jurisdiction other than such State.

Meredith Corporation

[Title]

Exhibit 1-B

[Form of Series B Note]

Meredith Corporation

6.57% Senior Note, Series B, due September 1, 2005

No. _________ [Date]
$____________ PPN 589433 B@ 1

For Value Received, the undersigned, Meredith Corporation (herein called the "Company"), a corporation organized and existing under the laws of the State of Iowa, hereby promises to pay to ________________, or registered assigns, the principal sum of ________________ Dollars on April 1, 2008, with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the rate of 6.62% per annum from the date hereof, payable semiannually, on the first day of April and October in each year, commencing with the April or October next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law on any overdue payment (including any overdue prepayment) of principal, any overdue payment of interest and any overdue payment of any Make-Whole Amount (as defined in the Note Purchase Agreements referred to below), payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand), at a rate per annum from time to time equal to the Series B Default Rate (as defined in the Note Purchase Agreements).

This Note is one of a series of Series B Senior Notes (herein called the "Notes") issued pursuant to separate Note Purchase Agreements, each dated as of April 1, 2002 (as from time to time amended, the "Note Purchase Agreements"), between the Company and the respective Purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, (i) to have agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreements and (ii) to have made the representation set forth in Section 6.2 of the Note Purchase Agreements.

This Note is subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreements, but not otherwise.

Meredith Corporation

[Title]

Exhibit 1-C

[Form of Series C Note]

Meredith Corporation

6.65% Senior Note, Series C, due March 1, 2006

No. _________ [Date]
$____________ PPN 589433 B# 7

For Value Received, the undersigned, Meredith Corporation (herein called the "Company"), a corporation organized and existing under the laws of the State of Iowa, hereby promises to pay to ________________, or registered assigns, the principal sum of ________________ Dollars on April 1, 2008, with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the rate of 6.62% per annum from the date hereof, payable semiannually, on the first day of April and October in each year, commencing with the April or October next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law on any overdue payment (including any overdue prepayment) of principal, any overdue payment of interest and any overdue payment of any Make-Whole Amount (as defined in the Note Purchase Agreements referred to below), payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand), at a rate per annum from time to time equal to the Series B Default Rate (as defined in the Note Purchase Agreements).

This Note is subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreements, but not otherwise.

Meredith Corporation

[Title]