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                                                                     EXHIBIT 4.1

                          REED ELSEVIER CAPITAL INC.,

                                   AS ISSUER,

                                      AND

                         REED INTERNATIONAL P.L.C. AND

                                  ELSEVIER NV,

                                 AS GUARANTORS,

                           THE CHASE MANHATTAN BANK,

                                  AS TRUSTEE,

                    THE CHASE MANHATTAN BANK, LONDON BRANCH

                          AS LONDON PAYING AGENT, AND

                      CHASE MANHATTAN BANK LUXEMBOURG S.A.

                           AS LUXEMBOURG PAYING AGENT

                         FOURTH SUPPLEMENTAL INDENTURE

                           DATED AS OF JULY   , 2001

                                       TO

                                   INDENTURE

                            DATED AS OF MAY 9, 1995

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

                           GUARANTEED DEBT SECURITIES
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     FOURTH SUPPLEMENTAL INDENTURE, dated as of July   , 2001 ("Fourth
Supplemental Indenture"), among Reed Elsevier Capital Inc., a corporation
incorporated under the laws of the State of Delaware, as issuer (the "Issuer"),
each of Reed International P.L.C., a public limited company incorporated in
England, and Elsevier NV, a public company with limited liability incorporated
under the laws of The Netherlands, as guarantors (each individually, a
"Guarantor" and collectively, the "Guarantors"), The Chase Manhattan Bank, as
trustee (the "Trustee"), The Chase Manhattan Bank, London Branch, as London
Paying Agent and Chase Manhattan Bank Luxembourg S.A., as Luxembourg Paying
Agent.

                                    RECITALS

     WHEREAS, the Issuer, the Guarantors and the Trustee entered into an
indenture, dated as of May 9, 1995 (as amended and supplemented, the
"Indenture"; terms not defined herein are used with the meanings ascribed to
them in the Indenture) providing for the issuance from time to time of the
Issuer's Debt Securities, to be issued in one or more series as provided in the
Indenture;

     WHEREAS, there are presently issued and outstanding under the Indenture
$150,000,000 principal amount of 7% Notes due May 15, 2005 and $150,000,000
principal amount of 7.5% Notes due May 15, 2025, each outstanding series being
guaranteed, jointly and severally, by the Guarantors, and the Trustee has been
appointed as trustee for each outstanding series;

     WHEREAS, Section 901(8) of the Indenture provides that, without the consent
of any Holders of Debt Securities, the Issuer and each Guarantor, when
authorized by a Board Resolution, and the Trustee for the Debt Securities, at
any time and from time to time, may enter into one or more indentures
supplemental to the Indenture in form satisfactory to such Trustee to add to the
conditions, limitations and restrictions on the form, terms or purposes of a
series of Debt Securities;

     WHEREAS, the Issuer and each Guarantor desires to appoint The Chase
Manhattan Bank, London Branch as London Paying Agent hereunder and Chase
Manhattan Bank Luxembourg S.A. as Luxembourg Paying Agent hereunder and The
Chase Manhattan Bank, London Branch and Chase Manhattan Bank Luxembourg S.A.
desire to accept such appointment on the terms and conditions set forth herein;

     WHEREAS, the Issuer and each Guarantor have each been authorized by a duly
adopted Board Resolution to enter into this Fourth Supplemental Indenture;

     WHEREAS, the Issuer and each Guarantor have delivered to the Trustee such
certificates or opinions as may be required and requested pursuant to the
Indenture; and

     WHEREAS, all things necessary to make this Fourth Supplemental Indenture a
valid agreement of the Issuer and each Guarantor in accordance with its terms
have been done and performed.

     NOW THEREFORE, in consideration of the promises contained herein and for
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the Issuer, each Guarantor and the Trustee hereby mutually
covenant and agree for the equal and proportionate benefit of all Holders of the
Debt Securities originally issued after the date hereof, as follows:

     1. Amendment of Section 101.

     a. The following definitions are hereby added in appropriate alphabetical
sequence:

          "Component Currency" shall mean any currency which is a component
     currency of any currency unit.

          "Conversion Event" means the unavailability of any Foreign Currency or
     currency unit due to the imposition of exchange controls or other
     circumstances beyond the Issuer's control in each case as determined in
     good faith by the Issuer.

          "Currency Determination Agent", with respect to Debt Securities of any
     series, means, a Person designated pursuant to a Board Resolution or an
     Officers' Certificate.
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          "Foreign Currency" means a currency issued and actively maintained as
     a country's recognized unit of domestic exchange by the government of any
     country other than the United States and such term shall include the euro.

          "Judgment Date" has the meaning specified in Section 516.

          "London Paying Agent" means The Chase Manhattan Bank, London Branch or
     any other Person authorized by the Issuer to serve as London Paying Agent
     and to pay the principal of (and premium, if any) or interest, if any, on
     any Debt Securities of any series denominated in a Foreign Currency on
     behalf of the Issuer.

          "Luxembourg Paying Agent" means Chase Manhattan Bank Luxembourg S.A.
     or any other Person authorized by the Issuer to serve as Luxembourg Paying
     Agent so long as any Debt Securities of any series are listed on the
     Luxembourg Stock Exchange and to pay the principal of (and premium, if any)
     or interest, if any, on any Debt Securities of any series in definitive
     form in accordance with the terms hereof.

          "Market Exchange Rate" with respect to any Foreign Currency or
     currency unit on any date means, unless otherwise specified in accordance
     with Section 301, the noon buying rate in The City of New York for cable
     transfers in such Foreign Currency or currency unit as certified for
     customs purposes by the Federal Reserve Bank of New York for such Foreign
     Currency or currency unit.

          "Place of Payment", when used with respect to the Debt Securities of
     any particular series, means the place or places where the principal of
     (and premium, if any) and interest, if any, on the Securities of that
     series are payable, as contemplated by Section 301.

          "Principal Financial Center" means, unless otherwise specified in
     accordance with Section 301, the capital city of the country issuing the
     Foreign Currency or currency unit, except that with respect to Dollars,
     Australian dollars, Canadian dollars, Deutsche marks, Dutch guilders, South
     African rand and Swiss francs, the "Principal Financial Center" will be The
     City of New York, Sydney and Melbourne, Toronto, Frankfurt, Amsterdam,
     Johannesburg and Zurich, respectively.

          "Substitute Date" has the meaning specified in Section 516.

     b. Section 101 is hereby amended and supplemented by deleting the
definition of "Business Day" and "Depositary" contained therein and replacing
each such definition with the following corresponding definition:

          "Business Day" shall mean any day, other than a Saturday or Sunday or
     a day on which commercial banks are authorized or required by law,
     regulation or executive order to close in The City of New York; provided,
     however, that, with respect to Debt Securities not denominated in Dollars,
     the day is not (i) a day on which commercial banks are authorized or
     required by law, regulation or executive order to close in London or (ii) a
     day on which commercial banks are authorized or required by law, regulation
     or executive order to close in the Principal Financial Center of the
     country issuing the Foreign Currency or currency unit or, if the Foreign
     Currency or currency unit is euro, a day on which the Trans-European
     Automated Real-time Gross Settlement Express Transfer (TARGET) System is
     closed.

          "Depositary" means, with respect to the Debt Securities of any series
     issuable or issued in the form of a Global Security, the Person designated
     as Depositary by the Issuer pursuant to Section 301 (which may include a
     common depositary of Debt Securities on behalf of Clearstream Banking,
     societe anonyme, Luxembourg or Euroclear Bank S.A./N.V., each in its
     capacity as Depositary) until a successor Depositary shall have become such
     pursuant to the applicable provisions of this Indenture, and thereafter
     "Depositary" shall mean or include each Person who is then a Depositary
     hereunder, and if at any time there is more than one such Person,
     "Depositary" as used with respect to the Debt Securities of any such series
     shall mean the Depositary with respect to the Debt Securities of that
     series, provided, that nothing herein shall prevent a series of Debt
     Securities from having more than one Depositary.

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     c. Section 101 is hereby amended and supplemented by deleting the
definition of "U.S. Government Obligations" contained therein and replacing such
definition with the following definition:

          "Government Obligations" means securities which are (i) direct
     obligations (or certificates representing an ownership interest in such
     obligation) of the government which issued the currency in which the Debt
     Securities of a particular series are payable (except as provided in
     Section 313(b), in which case with respect to Debt Securities for which a
     Conversion Event has occurred as provided in Section 313(b), such
     obligations shall be issued in the currency or currency unit in which such
     Debt Securities are payable as a result of such Conversion Event) or (ii)
     obligations of a Person controlled or supervised by or acting as an agency
     or instrumentality of the government which issued the currency in which the
     Debt Securities of such series are payable (except as provided in Section
     313(b), in which case with respect to Debt Securities for which a
     Conversion Event has occurred as provided in Section 313(b), such
     obligations shall be issued in the currency or currency unit in which such
     Debt Securities are payable as a result of such Conversion Event), the
     payment of which is unconditionally guaranteed by such government, which,
     in either case, are full faith and credit obligations of such government
     payable in such currency and are not callable or redeemable at the option
     of the Issuer or either Guarantor thereof.

     2. Amendment of Section 301.

     a. Section 301 is amended by adding the following language to the end of
subsection (8) thereof:

          "and the particular provisions applicable thereto, in accordance with,
     in addition to or in lieu of the provisions of Section 313"

     b. Section 301 is amended and supplemented by deleting the word "and" at
the end of subsection (19), inserting the following subsections (20), (21) and
(22) after subsection (19) thereof and renumbering subsection (20) as subsection
(23):

          (20) if other than Dollars, provisions, if any, for the Debt
     Securities of the series to be denominated, and payments thereon to be
     made, in Foreign Currencies and specifying the manner and place of payment
     thereon and any other terms with respect thereto and, if other than as
     provided herein, the manner of determining the equivalent thereof in
     Dollars for purposes of the definition of "Outstanding" in Section 101;

          (21) if other than the coin or currency in which the Debt Securities
     of that series are denominated, the coin or currency in which payment of
     the principal of (and premium, if any) or interest, if any, on the Debt
     Securities of such series shall be payable, and the time and manner of
     determining the exchange rate between the currency or currency unit in
     which such Debt Securities are denominated or stated to be payable and the
     currency or currency unit in which such Debt Securities are to be so
     payable;

          (22) the designation of the original Currency Determination Agent, if
     any; and"

     3. Amendment of Section 303.  Section 303 is amended and supplemented by
deleting the existing ninth paragraph and replacing it with the following:

          "Each Depositary designated pursuant to Section 301 for a Global
     Security (other than a common depositary of Debt Securities on behalf of
     Clearstream Banking, societe anonyme, Luxembourg or Euroclear Bank
     S.A./N.V.) must at the time of its designation and at all times while it
     serves as such Depositary be a clearing agency registered under the
     Exchange Act and any other applicable statute or regulation."

     4. Amendment of Section 307.  Section 307 is amended and supplemented by
adding the following paragraphs at the end thereof:

          "Notwithstanding anything to the contrary herein, a Holder of
     $1,000,000 or more in aggregate principal amount of Debt Securities of any
     series of Global Securities (or its equivalent in a Foreign Currency, if
     such Debt Securities are denominated in a Foreign Currency), whether having
     identical or different terms and provisions, having the same interest
     payment dates will be entitled to receive interest payments, other than at
     Maturity, by wire transfer of immediately available funds if appropriate
     wire
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     transfer instructions have been received in writing by the Trustee for the
     Debt Securities of such series at least 15 days prior to the applicable
     interest payment date. In addition to the foregoing, a Holder of $1,000,000
     or more in aggregate principal amount of Debt Securities of any series of
     Global Securities (or its equivalent in a Foreign Currency, if such Debt
     Securities are denominated in a Foreign Currency), whether having identical
     or different terms and provisions, having the same Maturity will be
     entitled to receive payment at Maturity by wire transfer of immediately
     available funds if appropriate wire transfer instructions have been
     received in writing by the Trustee for the Debt Securities of such series
     at least 15 days prior to Maturity; provided; however, that such payments
     shall be made subject to applicable laws and regulations; provided; further
     that the Issuer and Guarantors shall satisfy their obligations pursuant to
     this Section 307 by paying to the Depositary, or its nominee, as the case
     may be, such interest payments or payment at maturity by wire transfer of
     immediately available funds. Any wire instructions received by the Trustee
     for the Debt Securities of such series shall remain in effect until revoked
     in writing by the Holder."

     5. Amendment of Article Three.  Article Three is amended and supplemented
by adding the following Sections 313 and 314 at the end thereof:

          "Section 313. Payments on Debt Securities denominated in a Foreign
     Currency.

          Unless otherwise specified in accordance with Section 301 with respect
     to any series of Debt Securities, the following provisions shall apply:

             a. Except as set forth below, the principal of, premium, if any,
        and interest on Debt Securities of any series will be payable by the
        Issuer and the Guarantors, as the case may be, in the currency or
        currency unit in which the Debt Securities of such series are
        denominated.

             b. If a Conversion Event occurs with respect to a Foreign Currency
        or currency unit in which Debt Securities of any series are payable,
        then with respect to each date for the payment of principal of, premium,
        if any, and interest on the Debt Securities of that series occurring
        after the last date on which such Foreign Currency or currency unit was
        used, the Issuer and the Guarantors, as the case may be, may make such
        payment in Dollars. The Dollar amount to be paid by the Issuer and the
        Guarantors, as the case may be, to the Trustee for the Debt Securities
        of such series and by such Trustee or any Paying Agent for the Debt
        Securities of such series to the Holders of such Debt Securities with
        respect to such payment date shall be determined by the Currency
        Determination Agent on the basis of the Market Exchange Rate as of the
        second Business Day preceding the applicable payment date or, if such
        Market Exchange Rate is not then available, on the basis of the most
        recently available Market Exchange Rate, or as otherwise established
        pursuant to Section 301 with respect to such series of Debt Securities.
        Any payment in respect of such Debt Security made under such
        circumstances in Dollars will not constitute an Event of Default
        hereunder.

             c. Notwithstanding any other provisions of this Section 313, the
        following shall apply: (i) if the official unit of any Component
        Currency is altered by way of combination or subdivision, the number of
        units of that currency as a component shall be divided or multiplied in
        the same proportion, (ii) if two or more Component Currencies are
        consolidated into a single currency, the amounts of those currencies as
        components shall be replaced by an amount in such single currency equal
        to the sum of the amounts of the consolidated Component Currencies
        expressed in such a single currency, (iii) if any Component Currency is
        divided into two or more currencies, the amount of that original
        Component Currency as a component shall be replaced by the amounts of
        such two or more currencies having an aggregate value on the date of
        division equal to the amount of the former Component Currency
        immediately before such division and (iv) in the event of an official
        redenomination of any currency (including, without limitation, a
        currency unit), the obligations of the Issuer and Guarantors to make
        payments in or with reference to such currency on the Debt Securities of
        any series shall, in all cases, be deemed immediately following such
        redenomination to be obligations to make payments in or with reference
        to that amount of redenominated currency representing the amount of such
        currency immediately before such redenomination.

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             d. All determinations referred to in this Section 313 made by the
        Currency Determination Agent shall be in its sole discretion and shall,
        in the absence of manifest error, be conclusive for all purposes and
        irrevocably binding upon the Holders of the applicable Debt Securities.
        The Currency Determination Agent shall promptly give written notice to
        the Trustee for the Securities of such series of any such decision or
        determination.

             e. The Trustee for the Debt Securities of a particular series shall
        be fully justified and protected in relying and acting upon information
        received by it from the Issuer, any Guarantor or the Currency
        Determination Agent with respect to any of the matters addressed in or
        contemplated by this Section 313 and shall not otherwise have any duty
        or obligation to determine such information independently.

     Section 314.  No Commingling of Funds; Determining Principal Amount.

          Subject to Section 313, each reference to any currency or currency
     unit in any Debt Security, or in the Board Resolution or Officers'
     Certificate or supplemental indenture relating thereto, shall mean only the
     referenced currency or currency unit and no other currency or currency
     unit.

          The Trustee and each Paying Agent shall segregate moneys, funds and
     accounts held by the Trustee and such Paying Agent in one currency or
     currency unit from any moneys, funds or accounts held in any other
     currencies or currency units, notwithstanding any provision herein which
     would otherwise permit the Trustee or any Paying Agent to commingle such
     amounts.

          Whenever any action or act is to be taken hereunder by the Holders of
     Debt Securities denominated in a Foreign Currency or currency unit, then
     for purposes of determining the principal amount of Debt Securities held by
     such Holders, the aggregate principal amount of the Debt Securities
     denominated in a Foreign Currency or currency unit shall be deemed to be
     that amount of Dollars that could be obtained for such principal amount on
     the basis of a spot rate of exchange specified to the Trustee for such
     series in an Officers' Certificate for such Foreign Currency or currency
     unit into Dollars as of the date the taking of such action or act by the
     Holders of the requisite percentage in principal amount of the Debt
     Securities is evidenced to such Trustee."

     6. Amendment of Article Four.

     a. Section 401(a)(1) is amended and supplemented by deleting the existing
Section 401(a)(1) thereof and replacing it with the following Section 401(a)(1):

          "(a) The Issuer shall be deemed to have satisfied and discharged the
     entire indebtedness on all the Debt Securities of any particular series
     and, so long as no Event of Default shall be continuing, the Trustee for
     the Debt Securities of such series, upon Issuer Request and at the expense
     of the Issuer, shall execute proper instruments acknowledging satisfaction
     and discharge of such indebtedness, when:

             (1) either:

                (A) the Trustee shall have received written notice from the
           Principal Paying Agent for the Debt Securities of a particular series
           that all Debt Securities of such series theretofore authenticated and
           delivered (other than (i) any Debt Securities of such series which
           have been mutilated, destroyed, lost or stolen and which have been
           replaced or paid as provided in Section 306 and (ii) Debt Securities
           of such series for whose payment money has theretofore been deposited
           in trust or segregated and held in trust by the Issuer and thereafter
           repaid to the Issuer or discharged from such trust, as provided in
           the last paragraph of Section 1003) have been delivered to the
           Principal Paying Agent for the Debt Securities of such series for
           cancellation; or

                (B) except as otherwise specified with respect to the Debt
           Securities of such series pursuant to Section 301, with respect to
           all Outstanding Debt Securities of such series

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           described in (A) above not theretofore so delivered to the Principal
           Paying Agent for the Debt Securities of such series for cancellation:

                    (i) the Issuer has deposited, or caused to be deposited,
               with the Trustee for the Debt Securities of such series in trust
               an amount in the currency or currency unit in which the Debt
               Securities of such series are payable (except as provided in
               Section 313, in which case, the deposit to be made with respect
               to Debt Securities for which a Conversion Event has occurred
               shall be made in the currency or currency unit in which such Debt
               Securities are payable as a result of such Conversion Event)
               sufficient (without consideration of any reinvestment thereof) to
               pay and discharge the entire indebtedness on all such Outstanding
               Debt Securities of such series for unpaid principal (and premium,
               if any) and interest, if any, to the Stated Maturity or any
               Redemption Date as contemplated by Section 402, as the case may
               be; or

                    (ii) the Issuer has deposited, or caused to be deposited,
               with such Trustee as obligations in trust such amount of
               Government Obligations as will, as evidenced by a Certificate of
               a Firm of Independent Public Accountants delivered to such
               Trustee, together with the predetermined and certain income to
               accrue thereon (without consideration of any reinvestment
               thereof), be sufficient to pay and discharge when due the entire
               indebtedness on all such Outstanding Debt Securities of such
               series for unpaid principal (and premium, if any) and interest,
               if any, to the Stated Maturity or any Redemption Date as
               contemplated by Section 402, as the case may be; or

                    (iii) the Issuer has deposited, or caused to be deposited,
               with such Trustee in trust an amount equal to the amount referred
               to in clause (i) or (ii) in any combination of the currency or
               currency unit in which the Debt Securities of such series are
               payable or Government Obligations and has delivered a Certificate
               of a Firm of Independent Public Accountants delivered to such
               Trustee verifying that such combination of funds and Government
               Obligations will be sufficient to pay and discharge the entire
               indebtedness on all Outstanding Debt Securities of such series
               for unpaid principal (and premium, if any) and interest, if any,
               to the Stated Maturity or any Redemption Date as contemplated by
               Section 402, as the case may be, taking into account the
               predetermined and certain income to accrue on such Government
               Obligations (but without any consideration of any reinvestment
               thereof) and without taking consideration of any reinvestment of
               any such funds;"

          b.  Section 402 is amended and supplemented by deleting the existing
     Section 402 thereof and replacing it with the following Section 402:

             "Section 402. Application of Trust Money.

             (a) All currency and currency units and obligations deposited with
        the Trustee for any series of Debt Securities pursuant to Section 401
        shall be held irrevocably in trust and shall be made under the terms of
        an escrow trust agreement in form satisfactory to such Trustee. Such
        currency and currency units and obligations shall be applied by such
        Trustee, in accordance with the provisions of the Debt Securities, this
        Indenture and such escrow trust agreement, to the payment, either
        directly or through any Paying Agent (including the Issuer or either
        Guarantor acting as its own Paying Agent) as such Trustee may determine,
        to the Persons entitled thereto, of the principal of (and premium, if
        any, on) and interest, if any, on the Debt Securities for the payment of
        which such currency and currency units and obligations have been
        deposited with such Trustee. If Debt Securities of any series are to be
        redeemed prior to their Stated Maturity, whether pursuant to any
        optional redemption provisions or in accordance with any mandatory
        sinking fund requirement, the Issuer shall make such arrangements as are
        satisfactory to the Trustee for any series of Debt Securities for the
        giving of notice of redemption by such Trustee in the name, and at the
        expense, of the Issuer.

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<PAGE>   8

             (b) The Issuer shall pay and shall indemnify the Trustee for any
        series of Debt Securities against any tax, fee or other charge imposed
        on or assessed against Government Obligations deposited pursuant to
        Section 401 or the interest and principal received in respect of such
        Government Obligations other than any such tax, fee or other charge
        which by law is payable by or on behalf of Holders. The obligation of
        the Issuer under this Section 402(b) shall be deemed to be an obligation
        of the Issuer under Section 607(2).

             (c) Anything in this Article Four to the contrary notwithstanding,
        the Trustee for any series of Debt Securities shall deliver or pay to
        the Issuer from time to time upon Issuer Request any currency and
        currency units or Government Obligations held by it as provided in
        Section 401 which, as expressed in a Certificate of a Firm of
        Independent Public Accountants delivered to such Trustee, are in excess
        of the amount thereof which would then have been required to be
        deposited for the purpose for which such currency and currency units or
        Government Obligations were deposited or received provided such delivery
        can be made without liquidating any Government Obligations."

          c. Section 404 is amended and supplemented by deleting the existing
     Section 404 thereof and replacing it with the following Section 404:

             "Section 404. Reinstatement.

             If the Trustee for any series of Debt Securities is unable to apply
        any of the currency and currency units (for purposes of this Section
        404, "Amounts") or Government Obligations, as the case may be, described
        in Section 401(a)(1)(B)(i) or (ii), respectively, in accordance with the
        provisions of Section 401 by reason of any legal proceeding or any order
        or judgment of any court or governmental authority enjoining,
        restraining or otherwise prohibiting such application, the Issuer's and
        each Guarantor's obligations under this Indenture and the Debt
        Securities of such series and the related Guarantees shall be revived
        and reinstated as though no deposit had occurred pursuant to Section 401
        until such time as the Trustee for such series is permitted to apply all
        such Amounts or Governmental Obligations, as the case may be, in
        accordance with the provisions of Section 401; provided, however, that
        if, due to the reinstatement of its rights or obligations hereunder, the
        Issuer has made any payment of principal of (or premium, if any, on) or
        interest, if any, on such Debt Securities, the Issuer shall be
        subrogated to the rights of the Holders of such Debt Securities to
        receive payment from such Amounts or Government Obligations, as the case
        may be, held by the Trustee for such series."

     7. Amendment of Article Five.  Article Five is amended and supplemented by
adding the following Section 516 at the end thereof:

          "Section 516. Judgment Currency.

          If, for the purpose of obtaining a judgment in any court with respect
     to any obligation of the Issuer and the Guarantors hereunder or under any
     Debt Security or any related coupon, it shall become necessary to convert
     into any other currency or currency unit any amount in the currency or
     currency unit due hereunder or under such Debt Security or coupon, then
     such conversion shall be made by the Currency Determination Agent at the
     Market Exchange Rate as in effect on the date of entry of the judgment (the
     "Judgment Date"). If pursuant to any such judgment, conversion shall be
     made on a date (the "Substitute Date") other than the Judgment Date and
     there shall occur a change between the Market Exchange Rate as in effect on
     the Judgment Date and the Market Exchange Rate as in effect on the
     Substitute Date, the Issuer and the Guarantors agree to pay such additional
     amounts, if any, as may be necessary to ensure that the amount paid is
     equal to the amount in such other currency or currency unit which, when
     converted at the Market Exchange Rate as in effect on the Judgment Date, is
     the amount due hereunder or under such Debt Security or coupon. Any amount
     due from the Issuer and the Guarantors under this Section 516 shall be due
     as a separate debt and is not to be affected by or merged into any judgment
     being obtained for any other sums due hereunder or in respect of any Debt
     Security or coupon. In no event, however, shall the Issuer and the
     Guarantors be required to pay more in the currency or currency unit due
     hereunder or under such Debt Security or coupon at the Market Exchange

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<PAGE>   9

     Rate as in effect on the Judgment Date than the amount of currency or
     currency unit stated to be due hereunder or under such Debt Security or
     coupon so that in any event the Issuer and the Guarantor's obligations
     hereunder or under such Debt Security or coupon will be effectively
     maintained as obligations in such currency or currency unit, and the Issuer
     and the Guarantors shall be entitled to withhold (or be reimbursed for, as
     the case may be) any excess of the amount actually realized upon any such
     conversion on the Substitute Date over the amount due and payable on the
     Judgment Date."

     8. Amendment of Article Six.

     a. Section 603 is amended by adding the following language to the end
thereof:

          "(h) The Trustee shall not be charged with knowledge of any default or
     Event of Default with respect to the Debt Securities unless either (1) a
     Responsible Officer shall have actual knowledge of such default or Event of
     Default or (2) written notice of such Default or Event of Default shall
     have been given to the Trustee by the Company or by any Holder of the Debt
     Securities.

          (i) When the Trustee incurs expenses or renders services in connection
     with an Event of Default as specified in Section 501(4) or 501(5), the
     expenses (including reasonable charges and expenses of its counsel) and the
     compensation for services are intended to constitute expenses of
     administration under any Bankruptcy Law."

     b. Article Six is amended and supplemented by adding the following Section
614 at the end thereof:

          "Section 614. Rights afforded Trustee.

          In the event that the Trustee is also acting as Paying Agent,
     Authenticating Agent or Securities Registrar hereunder, the rights and
     protections afforded to the Trustee pursuant to this Article Six shall also
     be afforded to such Paying Agent, Authenticating Agent or Securities
     Registrar."

     9. Amendment of Section 1003.  Section 1003 is amended and supplemented by
deleting the existing Section 1003 thereof and replacing it with the following
Section 1003:

          "Section 1003. Appointment of Paying Agents; Money for Debt Securities
     Payments to be Held in Trust.

             a. The Issuer and each of the Guarantors agrees, for the benefit of
        the Holders from time to time of the Debt Securities, that, until all of
        the Debt Securities of the applicable series are no longer outstanding
        or until moneys for the payment of all of the principal of (and premium,
        if any) and interest on all outstanding Debt Securities of such series
        shall have been made available at the principal office of the Paying
        Agents and paid to the Holders thereof or returned to the Issuer or to
        the applicable Guarantor pursuant to clause (i) of Section 1003,
        whichever occurs later, there shall at all times be a Paying Agent
        hereunder. The Issuer and each of the Guarantors agrees, for the benefit
        of the Holders from time to time of the Debt Securities of any series
        denominated in a Foreign Currency, that, until all of the Debt
        Securities of the applicable series are no longer outstanding or until
        moneys for the payment of all of the principal of (and premium, if any)
        and interest on all outstanding Debt Securities of such series
        denominated in a Foreign Currency shall have been made available at the
        principal office of the London Paying Agent and paid to the holders
        thereof or returned to the Issuer or to the applicable Guarantor
        pursuant to clause (i) of Section 1003, whichever occurs later, there
        shall at all times be a London Paying Agent hereunder (and such London
        Paying Agent, unless otherwise specified pursuant to Section 301, shall
        also act as Authenticating Agent for such series pursuant to Section
        312). Unless otherwise specified in accordance with Section 301 with
        respect to any series of Debt Securities, the Issuer and Guarantors
        hereby appoint the Trustee, at present having an office at 450 West 33rd
        Street, New York, New York, as its Principal Paying Agent in New York to
        the extent any series of Debt Securities are denominated in U.S.
        Dollars, and, to the extent any series of Debt Securities are listed on
        the Luxembourg Stock Exchange as provided in Section 301, Chase
        Manhattan Bank Luxembourg S.A., at present having an office at 5 Rue
        Plaetis, L-2338 Luxembourg, as its Luxembourg Paying Agent, and, to the
        extent any series of Debt Securities are denominated in euros as
        provided in
                                        8
<PAGE>   10

        Section 301, The Chase Manhattan Bank, London Branch, at present having
        an office at Trinity Tower, 9 Thomas More Street, London E1W 1YT, as its
        Principal Paying Agent with respect to such series, in respect of the
        Debt Securities, upon the terms and subject to the conditions herein and
        therein set forth, it being understood that in their capacity as Paying
        Agents hereunder, The Chase Manhattan Bank, Chase Manhattan Bank
        Luxembourg S.A. and The Chase Manhattan Bank, London Branch, will
        perform their duties exclusively through their offices in New York,
        Luxembourg and London, respectively. The Paying Agents shall arrange for
        the payment, from funds furnished by the Issuer or either Guarantor to
        the applicable Paying Agents of the principal of (and premium, if any)
        and interest on each series of Debt Securities on the date such payments
        become due and payable. With respect to each series of Debt Securities
        for which The Chase Manhattan Bank, Chase Manhattan Bank Luxembourg S.A.
        and The Chase Manhattan Bank, London Branch, serve as Paying Agents,
        such Paying Agent shall have the powers and authority granted to and
        conferred upon them herein and in the notes or other instrument
        evidencing such series of Debt Securities. Any Paying Agent,
        Authenticating Agent or Securities Registrar appointed herein or
        otherwise specified in accordance with Section 301 with respect to any
        series of Debt Securities shall be afforded the rights and protections
        afforded the Trustee pursuant to Article Six.

             b. Each of the Paying Agents is herein referred to as an "Agent"
        and they are referred to collectively as the "Agents". Prior to issuing
        any series of Debt Securities, the Issuer will cause such Agents (other
        than the Trustee) to execute and deliver to the Issuer (with a copy to
        the Trustee unless the Trustee or the Paying Agent is also such Agent) a
        written instrument in which such Agent shall agree to act as such
        hereunder, unless such Agent has otherwise agreed to the provisions of
        such instrument as pursuant to this Section 1003. The Issuer and the
        Guarantors may also serve as Paying Agent or appoint any of its
        affiliates to serve as Paying Agent. The Issuer will give to the Trustee
        (unless the Trustee or the Paying Agent is also such Agent) written
        notice of any change in the location of any office or agency of the
        Agents hereunder. The Issuer shall have the right to vary or terminate
        the appointment of any such office or agency.

             c. Each Agent accepts its obligations set forth herein upon the
        terms and conditions hereof and thereof. If an Agent shall change its
        specified office, it shall give to the Issuer and the Trustee (unless
        the Trustee or the Paying Agent is also such Agent) not less than 45
        days' prior written notice to that effect giving the address of the new
        office.

             d. Any notice or other communication required to be given hereunder
        to the Paying Agents shall be delivered in person, sent by letter or
        telecopier or communicated by telephone (with prompt written
        confirmation by telecopy) to the Paying Agents at the addresses
        specified in the written instrument delivered to the Issuer by such
        Agent in accordance with Section 1003(b). Any notice hereunder to the
        Paying Agents given by letter, telecopy or telex shall be deemed to have
        been received when it would have been received in the ordinary course of
        post or transmission, as the case may be.

             e. If the Issuer or either Guarantor shall act as its own Paying
        Agent with respect to any series of Debt Securities, it will, on or
        before each due date of the principal of (or premium, if any) or
        interest on such series, set aside, segregate and hold in trust for the
        benefit of the holders of the Debt Securities of such series a sum
        sufficient to pay such principal (and premium, if any) or interest so
        becoming due. The Issuer and the Guarantors, as the case may be, will
        promptly notify the Trustee of any failure to take such action.

             f. Anything in this Section to the contrary notwithstanding, the
        Issuer may at any time, for the purpose of obtaining a satisfaction and
        discharge with respect to one or more or all series of Debt Securities
        hereunder, or for any other reason, pay or cause to be paid to the
        Trustee all sums held in trust for any such series by the Issuer and the
        Guarantors or any Paying Agent hereunder, as required by this Section,
        such sums to be held by the Trustee upon the same trusts as those upon
        which such sums were held by the Issuer and such Guarantor or such
        Paying Agent.

                                        9
<PAGE>   11

             g. In order to provide for the payment of the principal of (and
        premium, if any) and interest on the Debt Securities of any series as
        the same shall become due and payable on any payment date, the Issuer
        and the Guarantors hereby agree to pay to such account or at such
        offices of any Principal Paying Agent or Principal Paying Agents of a
        specified series or as such Paying Agent shall specify in writing to the
        Issuer not less than five Business Days prior to the payment date, in
        the currency of payment with respect to the Debt Securities of such
        series as designated pursuant to Section 301, on each Interest Payment
        Date and at Maturity of the Debt Securities of such series (in each case
        determined in accordance with the terms and conditions applicable to
        such series), in immediately available funds available on such Interest
        Payment Date or at Maturity, as the case may be, in an aggregate amount
        which (together with any funds then held by the Paying Agent and
        available for the purpose) shall be sufficient to pay the entire amount
        of the principal of (and premium, if any) or interest, as applicable, on
        the Debt Securities of such series becoming due on such Interest Payment
        Date or at Maturity, and the Paying Agent shall hold such amount in
        trust and apply it to the payment of any such principal, premium or
        interest on such Interest Payment Date or at Maturity. Unless otherwise
        specified as provided above in this Section 1003(g) or Section 1003(h),
        such aggregate amount shall be paid to the account of the Paying Agent
        in immediately available funds no later than 10:00 a.m. (Paying Agents'
        time) on the Interest Payment Date or at Maturity, as the case may be.
        In the event any Paying Agent is not also the Trustee, the Issuer will
        cause such Paying Agent to execute and deliver to the Trustee an
        instrument in which such Paying Agent shall agree (and by their
        execution hereof, the London Paying Agent and Luxembourg Paying Agent
        hereby agree) with the Trustee, subject to the provisions of this
        Section 1003 and of Section 401, (1) that such Paying Agent shall hold
        all sums held by such Paying Agent for the payment of the principal of
        (and premium, if any) or interest, if any, on the Debt Securities of the
        applicable series in trust for the benefit of the Holders of the Debt
        Securities of such series until such sums shall be paid out to the
        Holders of the Debt Securities of such series or otherwise as herein
        provided, (2) that such Paying Agent shall give to the Trustee notice of
        any default by the Issuer or either Guarantor or any other obligor upon
        the Debt Securities of such series in the making of any deposit with
        such Paying Agent for the payment of principal (and premium, if any) or
        interest, if any, which shall have become payable and of any default by
        the Issuer or either Guarantor or any other obligor upon the Debt
        Securities of such series in making any such payment, and (3) that such
        Paying Agent shall, at any time during the continuance of any such
        default, upon the written request of the Trustee, deliver to the Trustee
        all sums so held in trust by it.

             h. Anything herein to the contrary notwithstanding, the Issuer and
        the Guarantors shall not later than 10:00 a.m. London time on each date
        on which any payment of principal (and premium, if any) or interest in
        respect of any of series of Debt Securities denominated in a Foreign
        Currency becomes due and payable transfer to such account as the London
        Paying Agent may designate in writing in advance to the Issuer and the
        Trustee such amount as shall be sufficient for the purposes of the
        payment of principal (and premium, if any) or interest (together with
        any funds then held by the London Paying Agent and available for the
        purpose) in immediately available funds or in such funds and at such
        times (being not later than 10:00 a.m. London time on the relevant due
        date, or if the due date is not a Business Day, on the immediately
        following Business Day). The Issuer shall ensure that not later than the
        second Business Day immediately preceding the date on which any payment
        is to be made to the London Paying Agent, the London Paying Agent shall
        receive a copy of an irrevocable payment instruction to the bank through
        which the payment is to be made.

             i. All moneys paid by the Issuer or either Guarantor, as the case
        may be, to the Trustee or any Paying Agent for the Debt Securities of
        any series, or then held by the Issuer or either Guarantor, in trust for
        the payment of the principal of (and premium, if any, on) and interest,
        if any, on any Debt Security or in respect of any additional payments
        thereon which remain unclaimed at the end of two years after such
        principal (and premium, if any) and interest, if any, or additional
        payments shall have become due and payable shall, unless otherwise
        required by mandatory provisions of applicable escheat, or abandoned or
        unclaimed property law, be repaid to the Issuer or such Guarantor, as
        the case may be, on Issuer Request or Guarantor Request, as the case may
        be, or (if then held by the
                                        10
<PAGE>   12

        Issuer or such Guarantor) shall be discharged from such trust; and the
        Holder of such Debt Security will, thereafter, as an unsecured general
        creditor, look only to the Issuer (or to each Guarantor pursuant to its
        Guarantees) for payment thereof, and all liability of such Trustee or
        such Paying Agent with respect to such trust money, and all liability of
        the Issuer or such Guarantor, as trustee thereof, shall thereupon cease;
        provided, however, that such Trustee or such Paying Agent, before being
        required to make any such repayment may give notice to the Holder of
        such Debt Security in the manner set forth in Section 106 that such
        money remains unclaimed and that, after a date specified therein, which
        shall not be less than 30 days from the date of such notice, any
        unclaimed balance of such money then remaining will, unless otherwise
        required by mandatory provisions of applicable escheat, or abandoned or
        unclaimed property law, be repaid to the Issuer or such Guarantor, as
        the case may be; provided, further, that the Trustee or such Paying
        Agent shall give written notice of any such unclaimed amounts to the
        Issuer and such Guarantor within 30 days after the end of such two year
        period.

             j. The foregoing provisions of this Section 1003 are subject to the
        provisions of Sections 401, 402 and 403."

     10. Amendment of Section 1105.  Section 1105 is amended and supplemented by
deleting the existing Section 1105 thereof and replacing it with the following
Section 1105:

          "Section 1105. Deposit of Redemption Price.

          On or prior to any Redemption Date, the Issuer or either Guarantor
     shall deposit with the Principal Paying Agent for the Debt Securities to be
     redeemed (or, if the Issuer or such Guarantor is acting as its own Paying
     Agent for such Debt Securities, segregate and hold in trust as provided in
     Section 1003) an amount of money in the currency or currency unit in which
     the Debt Securities of such series are payable sufficient to pay the
     principal amount (or, if the context so requires, lesser amount in the case
     of Discounted Securities) of (and premium, if any, thereon), and (except if
     the Redemption Date shall be an Interest Payment Date) any accrued interest
     on, all the Debt Securities which are to be redeemed on the date."

     11. Amendment of Section 1108.  Section 1108 is amended and supplemented by
adding the following paragraph at the beginning thereof:

          "Unless otherwise specified in accordance with Section 301 with
     respect to any series of Debt Securities, the following provisions shall
     apply:"

     12. New York Law to Govern.  This Fourth Supplemental Indenture shall be
governed by and construed in accordance with the laws of the State of New York.

     13. Conflict of Any Provision of Indenture with Trust Indenture Act of
1939.  If and to the extent that any provision of this Fourth Supplemental
Indenture limits, qualifies or conflicts with another provision included in this
Fourth Supplemental Indenture or in the Indenture which is required to be
included herein or therein by any of Sections 310 to 317, inclusive, of the
Trust Indenture Act of 1939, such required provision shall control.

     14. Counterparts.  This instrument may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original but
all such counterparts shall together constitute but one and the same instrument.

     15. Effect of Fourth Supplemental Indenture.  Upon the execution of this
Fourth Supplemental Indenture, the Indenture shall be modified in accordance
herewith and this Fourth Supplemental Indenture shall form a part of the
Indenture for all purposes, and except as herein modified, all the provisions,
terms and conditions of the Indenture are in all respects ratified and confirmed
and shall remain in full force and effect. The provisions of this Fourth
Supplemental Indenture shall be applicable only to Debt Securities originally
issued after the date hereof.

                                        11
<PAGE>   13

     16. The Trustee.  The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Fourth
Supplemental Indenture or for or in respect of the recitals contained herein,
all of which are made solely by the Issuer and the Guarantors.

     IN WITNESS WHEREOF, the parties hereto have caused this Fourth Supplemental
Indenture to be duly executed, as of the date first referenced above.

                                          REED ELSEVIER CAPITAL INC.,
                                          as Issuer

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

                                          REED INTERNATIONAL P.L.C.,
                                          as Guarantor

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

                                          ELSEVIER NV,
                                          as Guarantor

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

                                          THE CHASE MANHATTAN BANK,
                                          as Trustee

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

                                          THE CHASE MANHATTAN BANK, LONDON
                                          BRANCH, as London Paying Agent

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

                                        12
<PAGE>   14

                                          CHASE MANHATTAN BANK LUXEMBOURG S.A.,
                                          as Luxembourg Paying Agent

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

                                        13