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 4.3

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EXECUTION COPY

MEREDITH CORPORATION

$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

NOTE PURCHASE AGREEMENT

Dated as of April 1, 2002

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TABLE OF CONTENTS

(Not a part of the Agreement)

SECTION	HEADING	PAGE

SECTION 1.	AUTHORIZATION OF NOTES	1

SECTION 2.	SALE AND PURCHASE OF NOTES	1

SECTION 3.	CLOSING	2

SECTION 4.	CONDITIONS TO CLOSING	2
Section 4.1.	Representations and Warranties	2
Section 4.2.	Performance; No Default	2
Section 4.3.	Compliance Certificates	3
Section 4.4.	Opinions of Counsel	3
Section 4.5.	Purchase Permitted By Applicable Law, Etc	3
Section 4.6.	Sale of Other Notes	3
Section 4.7.	Payment of Special Counsel Fees	3
Section 4.8.	Private Placement Number	4
Section 4.9.	Changes in Corporate Structure	4
Section 4.10.	Other Agreements	4
Section 4.11.	Funding Instructions	4
Section 4.12.	Proceedings and Documents	4

SECTION 5.	REPRESENTATIONS AND WARRANTIES OF THE COMPANY	4
Section 5.1.	Organization; Power and Authority	4
Section 5.2.	Authorization, Etc	4
Section 5.3.	Disclosure	5
Section 5.4.	Organization and Ownership of Shares of Subsidiaries	5
Section 5.5.	Financial Statements	6
Section 5.6.	Compliance with Laws, Other Instruments, Etc	6
Section 5.7.	Governmental Authorizations, Etc	6
Section 5.8.	Litigation	6
Section 5.9.	Taxes	7
Section 5.10.	Title to Property	7
Section 5.11.	Licenses, Permits, Etc	7
Section 5.12.	Compliance with ERISA	8
Section 5.13.	Private Offering by the Company	9
Section 5.14.	Use of Proceeds;	9
Section 5.15.	Existing Debt; Future Liens	9
Section 5.16.	Foreign Assets Control Regulations, Etc	9
Section 5.17.	Status under Certain Statutes	9
Section 5.18.	Notes Rank Pari Passu	10
Section 5.19.	Environmental Matters	10
Section 5.20.	Foreign Assets Control Regulations, Etc	10

SECTION 6.	REPRESENTATIONS OF THE PURCHASER	10
Section 6.1.	Purchase for Investment	10
Section 6.2.	Source of Funds	11

SECTION 7.	INFORMATION AS TO THE COMPANY	12
Section 7.1.	Financial and Business Information	12
Section 7.2.	Officer's Certificate	15
Section 7.3.	Inspection	15

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SECTION	HEADING	PAGE

SECTION 8.	PREPAYMENT OF THE NOTES	16
Section 8.1.	Required Prepayments	16
Section 8.2.	Optional Prepayments with Make-Whole Amount	16
Section 8.3.	Change in Control	16
Section 8.4.	Allocation of Partial Prepayments	19
Section 8.5.	Maturity; Surrender, Etc	19
Section 8.6.	Purchase of Notes	19
Section 8.7.	Make-Whole Amount	19

SECTION 9.	AFFIRMATIVE COVENANTS	21
Section 9.1.	Compliance with Law	21
Section 9.2.	Insurance	21
Section 9.3.	Maintenance of Properties	21
Section 9.4.	Payment of Taxes and Claims	22
Section 9.5.	Corporate Existence, Etc	22
Section 9.6.	Notes to Rank Pari Passu	22

SECTION 10.	NEGATIVE COVENANTS	22
Section 10.1.	Transactions with Affiliates	22
Section 10.2.	Consolidated Net Worth	22
Section 10.3.	Interest Coverage Ratio	23
Section 10.4.	Limitations on Debt	23
Section 10.5.	Liens	23
Section 10.6.	Mergers, Consolidations and Sales of Assets	25
Section 10.7.	Limitation on Sale-and-Leaseback Transactions	27
Section 10.8.	Termination of Pension Plans	27
Section 10.9.	Nature of Business	28

SECTION 11.	EVENTS OF DEFAULT	28

SECTION 12.	REMEDIES ON DEFAULT, ETC	30
Section 12.1.	Acceleration	30
Section 12.2.	Other Remedies	31
Section 12.3.	Rescission	31
Section 12.4.	No Waivers or Election of Remedies, Expenses, Etc	31

SECTION 13.	REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES	31
Section 13.1.	Registration of Notes	31
Section 13.2.	Transfer and Exchange of Notes	32
Section 13.3.	Replacement of Notes	32

SECTION 14.	PAYMENTS ON NOTES	32
Section 14.1.	Place of Payment	32
Section 14.2.	Home Office Payment	33

SECTION 15.	EXPENSES, ETC	33
Section 15.1.	Transaction Expenses	33
Section 15.2.	Survival	33

SECTION 16.	SURVIVAL OF REPRESENTATIONS AND WARRANTIES;	34

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SECTION	HEADING	PAGE

SECTION 17.	AMENDMENT AND WAIVER	34
Section 17.1.	Requirements	34
Section 17.2.	Solicitation of Holders of Notes	34
Section 17.3.	Binding Effect, Etc	35
Section 17.4.	Notes Held by Company, Etc	35

SECTION 18.	NOTICES	35

SECTION 19.	REPRODUCTION OF DOCUMENTS	36

SECTION 20.	CONFIDENTIAL INFORMATION	36

SECTION 21.	SUBSTITUTION OF PURCHASER	37

SECTION 22.	MISCELLANEOUS	37
Section 22.1.	Successors and Assigns	37
Section 22.2.	Payments Due on Non-Business Days	37
Section 22.3.	Severability	37
Section 22.4.	Construction	38
Section 22.5.	Counterparts	38
Section 22.6.	Governing Law	38
Section 22.7.	Submission to Jurisdiction	38

	Signature	39

SCHEDULE A - Information Relating to Purchasers

SCHEDULE B * - Defined Terms

SCHEDULE 5.3 - Disclosure Materials

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 6.39% Senior Note, Series A, due April 1, 2007

EXHIBIT 1-B * - Form of 6.62% Senior Note, Series B, due April 1, 2008

EXHIBIT 4.4(a) - Form of Opinion of Special Counsel for the Company

EXHIBIT 4.4(b) - Form of Opinion of General Counsel for the Company

EXHIBIT 4.4(c) - 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

$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

Dated as of April 1, 2002

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) $50,000,000 aggregate principal amount of its 6.39% Senior Notes,

Series A, due April 1, 2007 (the "Series A Notes"); and

(b) $50,000,000 aggregate principal amount of its 6.62% Senior Notes,

Series B, due April 1, 2008 (the "Series B Notes").

The terms "Series A Notes" and "Series B Notes" as used in this Agreement shall

include each Series A Note and Series B 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 and Series B Notes. The Series A Notes and

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

and 1-B, 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 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

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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 April 9, 2002. 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 Sidley Austin Brown & Wood, special

counsel for the Company, covering the matters set forth in Exhibit 4.4(a) and

(b) from John S. Zieser, Esq., Vice President, General Counsel and Secretary of

the Company, covering the matters set forth in Exhibit 4.4(b) and, in each

case, 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 (c) from Chapman and

Cutler, your special counsel in connection with such transactions,

substantially in the form set forth in Exhibit 4.4(c) 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. 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 4.7. 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

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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.

Section 4.8. 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 4.9. 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 4.10. Other Agreements.

The Company shall have delivered to you a copy of the final Credit Agreement

dated as of April 5, 2002 (the "Credit Agreement") among the Company, the

Lenders listed therein, Fleet National Bank, as Administrative Agent and

Issuing Lender, Bank One, NA and Wells Fargo Bank, National Association, each

as a Co-Syndication Agent, and SunTrust Bank, Central Florida, National

Association, as Documentation Agent.

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:

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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).

Section 5.3. Disclosure.

The Company, through its agent, SunTrust Capital Markets, Inc., has delivered

to you and each Other Purchaser a copy of a Private Placement Memorandum, dated

February, 2002 (as supplemented pursuant to the Company's Current Report on

Form 8-K dated March 22, 2002, 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. Except as disclosed in Schedule 5.3, 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, it being understood that no representation or warranty is made

with respect to the projections included therein other than that they are based

on information the Company believed as of the date thereof to be accurate and

were calculated in a manner the Company believed to be reasonable. Except as

disclosed in the Memorandum or as expressly described in Schedule 5.3, or in

one of the documents, certificates or other writings identified therein, or in

the financial statements listed in Schedule 5.5, since June 30, 2001, 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

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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.

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).

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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.

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.

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 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

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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, 1997.

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 subject to Title IV of ERISA (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 or has otherwise

been disclosed in footnote 9 of the Company's most recent audited financial

statements.

(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 two 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

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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 more than .5% 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 5.0%

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 U.

Section 5.15. Existing Debt; Future Liens.

(a) Except as described therein, Schedule 5.15 sets forth a complete and

correct list of all outstanding Debt of the Company and its Subsidiaries as of

March 31, 2002. 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 the outstanding

principal amount of which exceeds $1,000,000 and no event or condition exists

with respect to any such 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.

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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

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. 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. Without limiting the

foregoing, neither the Company nor any of its Subsidiaries (a) is a person

whose property or interests in property are blocked pursuant to Section 1 of

Executive Order 13224 of September 23, 2001 Blocking Property and Prohibiting

Transaction With Persons Who Commit, Threaten to Commit, or Support Terrorism

(66 Fed. Reg. 49079 (2001)) or (b) engages in any dealings or transactions, or

be otherwise associated, with any such person.

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

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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 90-1 (issued January 29, 1990), or (ii) a

bank collective investment fund, within the meaning of the PTE 91-38 (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

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.

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

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

(e) above, the Company shall deliver on the date of Closing or on the 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

(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 10-Q 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

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(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 10-K for such fiscal year (together with the

Company's annual report to shareholders, if any, prepared pursuant to Rule

14a-3 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);

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

the Company or any Subsidiary to public securities holders generally, and (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;

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

within five Business 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;

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(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

(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

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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

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 April 1, 2007, 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 April 1, 2008, the entire unpaid principal amount of

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each Series B 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, any Series of Notes, on a pro rata

basis in respect of all Notes of such Series outstanding at such time, in an

amount not less than 10% of the aggregate principal amount of all Notes of such

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 of the Series to be prepaid 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

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

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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) the

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).

(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) the 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 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,

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(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.

"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.

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 Series of Notes to be prepaid shall be allocated

among all of the Notes of such 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

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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 (a) upon the payment or prepayment of the Notes in accordance with

the terms of this Agreement and the Notes or (b) pursuant to an offer to

purchase made by the Company or an Affiliate pro rata to the holders of all

Notes at the time outstanding upon the same terms and conditions. Any such

offer shall provide each holder with sufficient information to enable it to

make an informed decision with respect to such offer, and shall remain open for

at least 30 days. If the holders of more than 50% of the principal amount of

the Notes then outstanding accept such offer, the Company shall promptly notify

the remaining holders of such fact and the expiration date for the acceptance

by holders of Notes of such offer shall be extended by the number of days

necessary to give each such remaining holder at least 15 days from its receipt

of such notice to accept such offer. 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 Pages PX1 through PX7 of the Bloomberg

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

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recognized trading screen reporting on-line 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

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