FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT

Exhibit 4.1

Execution Version

MEREDITH CORPORATION

            __________________________________________________________

            FIRST AMENDMENT

            __________________________________________________________

Re: Note Purchase Agreement

            Dated as of August 25, 2005

            $50,000,000 6.39% Senior Notes, Series A, Due April 1, 2007

            $50,000,000 6.62% Senior Notes, Series B, Due April 1, 2008

FIRST AMENDMENT
TO NOTE PURCHASE AGREEMENT

            FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT (this " Amendment "), dated as of August 25, 2005, among MEREDITH CORPORATION, an Iowa corporation (the " Company "), and each of the institutions which is a signatory to this Amendment.

W I T N E S S E T H

            WHEREAS , the Company issued and sold (i) $50,000,000 in aggregate principal amount of its 6.39% Senior Notes, Series A, due April 1, 2007 (the "Series A Notes" ) and (ii) $50,000,000 in aggregate principal amount of its 6.62% Senior Notes, Series B, due April 1, 2008 (the "Series B Notes", and together with the Series A Notes, collectively, the "Notes" ), pursuant to separate Note Purchase Agreements, each dated as of April 1, 2002, between the Company and the purchasers named in Schedule A thereto, (said Note Purchase Agreements are herein referred to as the " Existing Note Purchase Agreements " and said Note Purchase Agreements as may be amended pursuant to this Amendment and as may be further amended, restated or otherwise modified from time to time, are herein referred to as the " Note Purchase Agreements ");

            WHEREAS, the entire original aggregate principal amount of the Notes currently remains outstanding and the register kept by the Company for the registration and transfer of the Notes indicates that each of the Persons named in Annex 1 hereto (collectively, the " Noteholders ") is currently a holder of Notes in the original principal amount indicated in such Annex;

            WHEREAS , the Company has requested that the Noteholders enter into this Amendment in order to amend certain provisions of the Existing Note Purchase Agreements; and

WHEREAS , subject to the terms and conditions hereinafter set forth, the Noteholders have agreed to the Company's request.

NOW, THEREFORE , for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1. DEFINED TERMS.

Capitalized terms used and not defined herein shall have the respective meanings ascribed to them in the Existing Note Purchase Agreements.

2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

To induce the Noteholders to enter into this Amendment (which representations and warranties shall survive execution and delivery of this Amendment), the Company represents and warrants to the Noteholders as follows:

(a)         the Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Iowa and has all requisite authority to enter into and perform its obligations under this Amendment;

(b)         neither the Company nor any of its Subsidiaries (i) is a Person described or designated in the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control or in section 1 of the Anti-Terrorism Order or (ii) engages in any dealings or transactions with any such Person, and the Company and its Subsidiaries are in compliance, in all material respects, with the USA Patriot Act. (For purposes of this Section 2(b): " Anti-Terrorism Order " means Executive Order No. 13,224 of September 24, 2001, Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit or Support Terrorism, 66 U.S. Fed. Reg. 49, 079 (2001), as amended; and " USA Patriot Act " means United States Public Law 107-56, Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect);

(c)         this Amendment has been duly authorized, executed and delivered by the Company and constitutes the legal, valid and binding obligation, contract and agreement of the Company, enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors' rights generally;

(d)         the Existing Note Purchase Agreements, as amended by this Amendment, constitute the legal, valid and binding obligation, contract and agreement of the Company, enforceable against it in accordance with their terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors' rights generally;

(e)         the execution, delivery and performance by the Company of this Amendment (i) have been duly authorized by all requisite corporate action and, if required, shareholder action, (ii) do not require the consent or approval of any governmental or regulatory body or agency, and (iii) will not (A) violate (1) any provision of law, statute, rule or regulation or its articles of incorporation or bylaws, (2) any order of any court or any rule, regulation or order of any other agency or government binding upon it, or (3) any provision of any material indenture, agreement or other instrument to which it is a party or by which its properties or assets are or may be bound, or (B) result in a breach of or constitute (alone or with due notice or lapse of time or both) a default under any indenture, agreement or other instrument referred to in clause (iii)(A)(3) of this paragraph (e); and

(f)          as of the date hereof and after giving effect to this Amendment, no Default or Event of Default has occurred which is continuing.

The representations and warranties set forth in this Section 2 are representations and warranties made in connection with the transactions contemplated by the Existing Note Purchase Agreements for purposes of Section 11(e) of the Existing Note Purchase Agreements.

3. AMENDMENTS TO EXISTING PURCHASE AGREEMENTS.

Subject to the satisfaction of the conditions set forth in Section 4 of this Amendment, the Existing Note Purchase Agreements are hereby each amended in the manner specified in Annex 2 to this Amendment (the foregoing referred to herein as the " Amendments ");

4. Conditions to Effectiveness of Amendments.

The Amendments shall become effective only upon the date of the satisfaction in full of the following conditions precedent (which date shall be the " First Amendment Effective Date "):

(a)         the Company and the Required Holders shall have duly executed and delivered a counterpart of this Amendment.;

(b)         the representations and warranties set forth in Section 2 of this Amendment shall remain true and correct in all respects as of the First Amendment Effective Date;

(c)         no injunction, writ, restraining order or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued by any Governmental Authority and remain in force; and

(d)         the Company shall have paid the fees and expenses of the Noteholders' special counsel in respect of any invoices received prior to or on the First Amendment Effective Date; provided, however that such payment shall not in any way limit the obligations of the Company as provided in Section 6 of this Amendment.

5. NO OTHER MODIFICATIONS; CONFIRMATION.

All the provisions of the Notes, and, except as expressly amended, modified and supplemented hereby, all the provisions of the Existing Note Purchase Agreements, are and shall remain in full force and effect. As of the First Amendment Effective Date, all references in the Notes and the Existing Note Purchase Agreements to the "Note Purchase Agreements" shall be references to the Note Purchase Agreements, as modified by this Amendment and as hereafter amended, modified or supplemented in accordance with its terms.

6. FEES and EXPENSES.

Without limiting the generality of Section 15 of the Existing Note Purchase Agreements, and whether or not the Amendments become effective, the Company shall promptly pay upon receipt of invoices therefor, all reasonable fees and expenses relating to this Amendment, including, but not limited to, the reasonable fees and disbursements of Bingham McCutchen LLP, special counsel to the Noteholders, and all out-of-pocket expenses of the Noteholders. The obligations of the Company under this Section 6 shall survive the termination of this Amendment.

7. MISCELLANEOUS.

7. 1. Two or more duplicate originals of this Amendment may be signed by the parties, each of which shall be an original but all of which together shall constitute one and the same instrument. This Amendment may be executed in one or more counterparts and shall be effective when at least one counterpart shall have been executed by each party to this Amendment, and each set of counterparts which, collectively, show execution by each such party to this Amendment shall constitute one duplicate original. A complete set of counterparts shall be lodged with the Company and the Noteholders. Delivery of executed counterparts of this Amendment by telecopy or by electronic mail shall be effective as an original.
   2. THIS AMENDMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE INTERNAL LAWS OF THE STATE OF NEW YORK, EXCLUDING CHOICE-OF-LAW PROVISIONS OF SUCH STATE THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE.
   3. Whenever any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party, and all the promises and agreements contained in this Amendment by or on behalf of the Company and the Noteholders shall bind and inure to the benefit of the respective successors and assigns of such parties, whether so expressed or not.
   4. This Amendment constitutes the final written expression of all of the terms hereof and is a complete and exclusive statement of those terms.

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

The foregoing is hereby
agreed to as of the
date thereof.