NOTE PURCHASE AGREEMENT

Note Purchase Agreement

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MEREDITH CORP

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Title: NOTE PURCHASE AGREEMENT
Governing Law: New York Date: 9/13/2004
Industry: Printing and Publishing Sector: Services

NOTE PURCHASE AGREEMENT, Parties: meredith corp

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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<PAGE>

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;

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