exh4-5_amend2008npa.htm


    EXECUTION
VERSION

    


    


    Exhibit
4.5
MEREDITH CORPORATION

    


    AMENDMENT
NO. 1 TO NOTE PURCHASE AGREEMENT

    


    


    As of
July 13, 2009

    


    


    To the
Holders of Notes

    Named in
Annex 1
Hereto

    


    Ladies
and Gentlemen:

     

    Meredith
Corporation, an Iowa corporation (the “Company”) agrees with you as
follows:

     

     

    
      	
              1.  

            	
              PRELIMINARY
      STATEMENTS.

            


    

     

    1.1. Note
Issuances, etc.

     

    Pursuant
to that certain Note Purchase Agreement dated as of June 16, 2008 (as in effect
immediately prior to giving effect to the Amendments (as defined below) provided
for hereby, the “Existing Note Purchase Agreement”, and
as amended by this Amendment Agreement (as defined below) and as may be further
amended, restated or otherwise modified from time to time, the “Note Purchase Agreement”) the
Company issued and sold (a) Fifty Million Dollars ($50,000,000) in aggregate
principal amount of its 4.70% Senior Notes, Series J, due June 16, 2011 (as
amended, restated or otherwise modified from time to time as of the date hereof,
the “Series J Notes”) and (b) Fifty Million
Dollars ($50,000,000) in aggregate principal amount of its 5.04% Senior Notes,
Series K, due June 16, 2012 (as amended, restated or otherwise modified from
time to time as of the date hereof, the “Series K Notes”, and together with the
Series J Notes, collectively, the “Notes”).  The
register for the registration and transfer of the Notes indicates that the
parties named in Annex
1 (the “Noteholders”) to this
Amendment No. 1 to Note Purchase Agreement (the “Amendment Agreement”) are
currently the holders of the entire outstanding principal amount of the
Notes.

     

    
      	
              2.  

            	
              DEFINED
      TERMS.

            


    

     

    Capitalized
terms used herein and not otherwise defined herein have the meanings ascribed to
them in the Existing Note Purchase Agreement.

     

    
      	
              3.  

            	
              AMENDMENTS
      TO THE EXISTING NOTE PURCHASE
AGREEMENT.

            


    

     

    Subject
to Section 5 of this Amendment Agreement, the Required Holders and the Company
hereby agree to each of the amendments to the Existing Note Purchase Agreement
as provided for by this Amendment Agreement and specified in Exhibit
A.  Such amendments are referred to herein, collectively, as
the “Amendments”.

     

    
      	
              4.  

            	
              REPRESENTATIONS
      AND WARRANTIES OF THE COMPANY.

            


    

     

    To induce
you to enter into this Amendment Agreement and to consent to the Amendments, the
Company represents and warrants as follows:

     

    4.1. Reaffirmation
of Representations and Warranties.

     

    All of
the representations and warranties contained in Section 5 of the Existing Note
Purchase Agreement, other than the representation and warranty set forth in
Section 5.12(b) of the Existing Note Purchase Agreement, are correct with the
same force and effect as if made by the Company on the date hereof (or, if any
representation or warranty is expressly stated to have been made as of a
specific date, as of such date); provided that for this purpose the Schedules
5.3, 5.4 and 5.5 shall be deemed to be in the respective forms attached
hereto.

     

    4.2. Organization,
Power and Authority, etc.

     

    The
Company has all requisite corporate power and authority to enter into and
perform its obligations under this Amendment Agreement.

     

    4.3. Legal
Validity.

     

    The
execution and delivery of this Amendment Agreement by the Company and compliance
by the Company with its obligations hereunder and under the Note Purchase
Agreement: (a) are within the corporate powers of the Company; and (b) do not
violate or result in any breach of, constitute a default under, or result in the
creation of any Lien upon any property of the Company under the provisions of:
(i) its organizational and governing documents; (ii) any order, judgment, decree
or ruling of any court, arbitrator or Governmental Authority applicable to
either the Company or its property; or (iii) any agreement or instrument to
which the Company is a party or by which the Company or any of its property may
be bound or any statute or other rule or regulation of any Governmental
Authority applicable to the Company or its property.

     

    This
Amendment Agreement has been duly authorized by all necessary action on the part
of the Company, has been executed and delivered by a duly authorized officer of
the Company, and constitutes 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 applicable bankruptcy, reorganization,
arrangement, insolvency, moratorium, or other similar laws affecting the
enforceability of creditors’ rights generally and subject to general principles
of equity (regardless of whether such enforceability is considered in a
proceeding in equity or at law).

     

    4.4. No
Defaults.

     

    As of the
date hereof and after giving effect to this Amendment Agreement, no event has
occurred and no condition exists that constitutes or would constitute a Default
or an Event of Default.

     

    4.5. Disclosure.

     

    This
Amendment Agreement and the documents, certificates or other writings delivered
to the Noteholders by or on behalf of the Company in connection therewith, 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.  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 other documents,
certificates and other writings delivered to the Noteholders by or on behalf of
the Company specifically for use in connection with the transactions
contemplated by this Amendment Agreement.

     

    4.6. Compliance
with ERISA.

     

    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 by more than
$1,000,000 in the case of any single Plan and by more than $1,000,000 in the
aggregate for all Plans.  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.

     

    
      	
              5.  

            	
              EFFECTIVENESS
      OF AMENDMENTS.

            


    

     

    The
Amendments shall become effective only upon the date of the satisfaction in full
of the following conditions precedent (the “Effective Date”):

     

    5.1. Execution
and Delivery of this Amendment Agreement.

     

    The
Company and the Required Holders shall have executed and delivered this
Amendment Agreement.

     

    5.2. Representations
and Warranties True.

     

    The
representations and warranties set forth in Section 4 shall be true and correct
on such date in all respects.

     

    5.3. Authorization.

     

    The
Company shall have authorized, by all necessary action, the execution, delivery
and performance of all documents, agreements and certificates in connection with
this Amendment Agreement.

     

    5.4. 2009
Note Purchase Agreement.

     

    Each of
the Noteholders shall have received, on or before the date hereof, a fully
executed copy of the Note Purchase Agreement (the “2009 Note Purchase
Agreement”), dated as of July 13, 2009, by and among the Company and the
purchasers party thereto, in form and substance satisfactory to the Required
Holders, and the conditions to the effectiveness thereof, and all conditions to
the obligations of the purchasers party thereto to purchase the notes to be
issued thereunder shall have been satisfied or waived.

     

    5.5. Special
Counsel Fees.

     

    The
Company shall have paid the reasonable fees and disbursements of Noteholders’
special counsel in accordance with Section 6 below.

     

    5.6. Proceedings
Satisfactory.

     

    All
proceedings taken in connection with this Amendment Agreement and all documents
and papers relating thereto shall be satisfactory to the Noteholders signatory
hereto and their special counsel, and such Noteholders and their special counsel
shall have received copies of such documents and papers as they or their special
counsel may reasonably request in connection herewith.

     

    
      	
              6.  

            	
              EXPENSES.

            


    

     

    Whether
or not the Amendments become effective, the Company will promptly (and in any
event within thirty (30) days of receiving any statement or invoice therefor)
pay all fees, expenses and costs relating to this Amendment Agreement,
including, but not limited to, the reasonable fees of the Noteholders’ special
counsel, Bingham McCutchen LLP, incurred in connection with the preparation,
negotiation and delivery of this Amendment Agreement and any other documents
related thereto.  In addition, the Company will pay all such fees,
expenses and costs set forth in any subsequent statement within thirty (30) days
of its receipt thereof.  Nothing in this Section shall limit the
Company’s obligations pursuant to Section 15.1 of the Existing Note Purchase
Agreement.

     

    
      	
              7.  

            	
              MISCELLANEOUS.

            


    

     

    7.1. Part
of Existing Note Purchase Agreement; Future References, etc.

     

    This
Amendment Agreement shall be construed in connection with and as a part of the
Note Purchase Agreement and, except as expressly amended by this Amendment
Agreement, all terms, conditions and covenants contained in the Existing Note
Purchase Agreement are hereby ratified and shall be and remain in full force and
effect.  Any and all notices, requests, certificates and other
instruments executed and delivered after the execution and delivery of this
Amendment Agreement may refer to the Note Purchase Agreement without making
specific reference to this Amendment Agreement, but nevertheless all such
references shall include this Amendment Agreement unless the context otherwise
requires.

     

    7.2. Counterparts,
Facsimiles.

     

    This
Amendment Agreement may be executed in any number of counterparts, each of which
shall be an original but all of which together shall constitute one
instrument.  Each counterpart may consist of a number of copies
hereof, each signed by less than all, but together signed by all, of the parties
hereto. Delivery of
an executed signature page by facsimile or e-mail transmission shall be
effective as delivery of a manually signed counterpart of this Amendment
Agreement.

     

    7.3. Governing
Law.

     

    THIS
AMENDMENT AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE
RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK
EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT WOULD PERMIT
THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH
STATE.

     

    [Remainder
of page intentionally left blank.  Next page is signature
page.]


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    If you
are in agreement with the foregoing, please so indicate by signing the
acceptance below on the accompanying counterpart of this Amendment Agreement and
returning it to the Company, whereupon it will become a binding agreement among
you and the Company.

    


    


    MEREDITH
CORPORATION

    


    


    By: 
/s/ Joseph H.
Ceryanec

    Name:  Joseph
H. Ceryanec

    Title:  Vice
President-Chief Financial Officer

    


    


    



    
      
        
          Signature
Page to Amendment No. 1 to Note Purchase Agreement

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    The
foregoing Amendment Agreement is hereby accepted as of the date first above
written.  By its execution below, each of the undersigned represents
that it is the owner of one or more of the Notes and is authorized to enter into
this Amendment Agreement in respect thereof.

    


    


    METROPOLITAN
LIFE INSURANCE COMPANY

    


    METLIFE
INVESTORS INSURANCE COMPANY,

    By:           Metropolitan
Life Insurance Company,

    its Investment Manager

    


    METLIFE
INSURANCE COMPANY OF CONNECTICUT

    By:           Metropolitan
Life Insurance Company,

    its Investment Manager

    


    


    By:  /s/ Judith A.
Gulotta

    Name:  Judith
A. Gulotta

    Title:  Managing
Director

    


    (executed
by Metropolitan Life Insurance Company (i) as to itself

    as a
Noteholder and (ii) as investment manager to MetLife Investors

    Insurance
Company as a Noteholder and MetLife Insurance Company

    of
Connecticut as a Noteholder)

    


    



    
      
        
          Signature
Page to Amendment No. 1 to Note Purchase Agreement

           

        

         


      

      
         


        
          

        

      

      
         


      

    



    EXHIBIT
A

    


    AMENDMENTS

    


    


    (a) Section 8.3(h) – Definition of Control
Event.  The definition of “Control Event” in Section 8.3(h) of
the Existing Note Purchase Agreement is hereby amended and restated in its
entirety to read as follows:

     

    ““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.”

     

    (b) Section 9 – Affirmative
Covenants.  Section 9 of the Existing Note Purchase Agreement
is hereby amended by adding thereto the following new Sections 9.8 and 9.9 to
read as follows:

     

    “Section
9.8                                Guaranty by Subsidiaries;
Liens.

     

    (a)  If
at any time, pursuant to the terms and conditions of any Major Credit Facility,
any existing or newly acquired or formed Subsidiary of the Company becomes
obligated as a guarantor or obligor under such Major Credit Facility, the
Company will, at its sole cost and expense, cause such Subsidiary to, prior to
or concurrently therewith, become a Guarantor in respect of this Agreement and
the Notes and deliver to each of the holders of the Notes the following
items:

     

    (1)  an
executed guaranty in form and substance reasonably satisfactory to the Required
Holders;

     

    (2)  such
documents and evidence with respect to such Subsidiary as the Required Holders
may reasonably request in order to establish the existence and good standing of
such Subsidiary and the authorization of the transactions contemplated by such
guaranty;

     

    (3)  an
opinion letter of counsel to such Subsidiary in form and substance reasonably
satisfactory to the Required Holders which shall include, without limitation,
opinions to the effect, subject to customary assumptions, qualifications and
exceptions, that (x) such guaranty has been duly authorized, executed and
delivered by such Subsidiary, (y) such guaranty constitutes the legal, valid and
binding contract and agreement of such Subsidiary, enforceable in accordance
with its terms (except as enforcement of such terms may be limited by
bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and
similar laws affecting the enforcement of creditors’ rights generally and by
general equitable principles) and (z) the execution, delivery and performance by
such Subsidiary of such guaranty do not (A) violate any law, rule or regulation
applicable to such Subsidiary, or (B) (1) require the creation or imposition of
any Lien not permitted by Section 10.4 or (2) conflict with or result in any
breach of any of the provisions of or constitute a default under (I) the
provisions of the charter, bylaws, certificate of formation, operating agreement
or other constitutive documents of such Subsidiary, or (II) any material
agreement or other instrument to which such Subsidiary is a party or by which
such Subsidiary may be bound; and

     

    (4)  such
other certificates, resolutions, opinions, documents and instruments as may be
reasonably requested by the Required Holders to give effect to the undertaking
of such Subsidiary becoming a Guarantor.

     

    (b)  If
at any time, pursuant to the terms and conditions of any Major Credit Facility,
any Guarantor is discharged and released from its Guaranty of Debt under such
Major Credit Facility and (i) such Guarantor is not a co-obligor under such
Major Credit Facility and (ii) the Company will have delivered to each holder of
Notes an Officer’s Certificate certifying that (x) the condition specified in
clause (i) above has been satisfied and (y) immediately preceding the release of
such Guarantor from its Guaranty of the Debt under this Agreement and the Notes
and after giving effect thereto, no Default or Event of Default will have
existed or would exist, then, upon receipt by the holders of Notes of such
Officer’s Certificate, such Guarantor will be discharged and released,
automatically and without the need for any further action, from its obligations
under its Guaranty of the Debt under this Agreement and the Notes; provided
that, if in connection with any release of a Guarantor from its Guaranty of Debt
under such Major Credit Facility any fee or other consideration (excluding, for
the avoidance of doubt, any repayment of the principal or interest or payment of
any pre-existing prepayment or similar repayment fee under such Major Credit
Facility in connection with such release) is paid or given to any holder of Debt
under such Major Credit Facility in connection with such release, each holder of
a Note shall receive equivalent consideration on a pro rata basis (determined,
in respect of revolving credit facilities, based upon the commitment in effect
thereunder rather than amounts outstanding thereunder) in connection with such
Guarantor’s release from its Guaranty of the Debt under this Agreement and the
Notes.  Without limiting the foregoing, for purposes of further
assurance, each of the holders of the Notes agrees to provide to the Company and
such Guarantor, if reasonably requested by the Company or such Guarantor and at
the Company’s expense, written evidence of such discharge and release signed by
such holder.

     

    (c)  If
at any time, pursuant to the terms and conditions of any Major Credit Facility,
the Company or any of its Subsidiaries are required to or elect to grant Liens
on any of their assets to secure the Debt evidenced by such Major Credit
Facility, the Company will, at its sole cost and expense, prior to or
concurrently therewith, grant, or cause such Subsidiary to grant, Liens on such
assets in favor of the holders of the Notes (or in favor of a collateral agent
reasonably acceptable to the Required Holders for the benefit of the holders of
the Notes) and deliver to each of the holders of the Notes the following
items:

     

    (1)  such
security documents as the Required Holders deem necessary or advisable to grant
to the holders of Notes (or such collateral agent for the benefit of the holders
of Notes) a perfected security interest having priority on a pari passu basis
with such Major Credit Facility to (or for the benefit of) the holders of
Notes;

     

    (2)  such
documents and evidence with respect to such Liens as the Required Holders may
reasonably request in order to establish the existence and priority of such
Liens and the authorization of the transactions contemplated by such security
documents;

     

    (3)  an
opinion letter of counsel to the Company or such Subsidiary in form and
substance reasonably satisfactory to the Required Holders which shall include,
without limitation, opinions to the effect, subject to customary assumptions,
qualifications and exceptions, that (w) such security documents have been duly
authorized, executed and delivered by the Company or such Subsidiary, (x) such
security documents constitute the legal, valid and binding contract and
agreement of the Company or such Subsidiary, enforceable in accordance with
their terms (except as enforcement of such terms may be limited by bankruptcy,
insolvency, reorganization, moratorium, fraudulent conveyance and similar laws
affecting the enforcement of creditors’ rights generally and by general
equitable principles), (y) the execution, delivery and performance by the
Company or such Subsidiary of such security documents do not (A) violate any
law, rule or regulation applicable to the Company or such Subsidiary, or (B)(1)
require the creation or imposition of any Lien not permitted by Section 10.4 or
(2) conflict with or result in any breach of any of the provisions of or
constitute a default under (I) the provisions of the charter, bylaws,
certificate of formation, operating agreement or other constitutive documents of
the Company or such Subsidiary, or (II) any material agreement or other
instrument to which the Company or such Subsidiary is a party or by which such
Subsidiary may be bound, and (z) such security documents create a perfected
security interest in such assets; and

     

    (4)  such
other certificates, resolutions, opinions, documents and instruments as may be
reasonably requested by the Required Holders to give effect to the granting of
such Liens by such Subsidiary.

     

    (d)  If
at any time, pursuant to the terms and conditions of any Major Credit Facility,
Liens granted by the Company or any Subsidiary are released under such Major
Credit Facility and the Company will have delivered to each holder of Notes an
Officer’s Certificate certifying that immediately preceding the release of such
Liens and after giving effect thereto, no Default or Event of Default will have
existed or would exist, then, upon receipt by the holders of Notes of such
Officer’s Certificate, such Liens in favor of the holders of Notes will be
discharged and released, automatically and without the need for any further
action; provided that, if in connection with any release of such Liens under
such Major Credit Facility any fee or other consideration (excluding, for the
avoidance of doubt, any repayment of the principal or interest or payment of any
pre-existing prepayment or similar repayment fee under such Major Credit
Facility in connection with such release) is paid or given to any holder of Debt
under such Major Credit Facility in connection with such release, each holder of
a Note shall receive equivalent consideration on a pro rata basis (determined,
in respect of revolving credit facilities, based upon the commitment in effect
thereunder rather than amounts outstanding thereunder) in connection with such
release of Liens securing the Debt evidenced by this Agreement and the
Notes.  Without limiting the foregoing, for purposes of further
assurance, each of the holders of the Notes agrees to provide to the Company, if
reasonably requested by the Company and at the Company’s expense, written
evidence of such discharge and release signed by such holder (or the collateral
agent appointed by the holders of Notes).

     

    Section
9.9                                Intercreditor
Agreement.

     

    If at any
time, pursuant to the terms and conditions of any Major Credit Facility, the
Company or any of its Subsidiaries are required to grant Liens on any of their
assets to secure the Debt evidenced by such Major Credit Facility, and the
Company or such Subsidiaries are required to grant Liens to secure the Debt
evidenced by this Agreement and the Notes, then the Company will, concurrently
with the execution thereof or the granting of such Guaranties and/or Liens,
cause the lenders under such Major Credit Facility to enter into, and the
holders of Notes hereby agree to enter into, an intercreditor agreement in form
and substance (including, without limitation, as to the sharing of recoveries
and set offs) reasonably satisfactory to the Required Holders (the “Intercreditor Agreement”) with
the holders of Notes, or enter into a joinder agreement to such Intercreditor
Agreement in form and substance reasonably satisfactory to the Required
Holders.  Within ten (10) Business Days following the execution of any
such Intercreditor Agreement (or any joinder thereto), the Company will deliver
an executed copy thereof to each holder of Notes.”

     

    (c) Section 10.4 –
Liens.  Section 10.4 of the Existing Note Purchase Agreement is
hereby amended and restated in its entirety to read as follows:

     

    “Section
10.4                                Liens.

     

    The
Company will not, and will not permit any of its Subsidiaries to, directly or
indirectly create, incur, assume or permit to exist (upon the happening of a
contingency or otherwise) any Lien on or with respect to any property or asset
(including, without limitation, any document or instrument in respect of goods
or accounts receivable) of the Company or any such Subsidiary, whether now owned
or held or hereafter acquired, or any income or profits therefrom, or assign or
otherwise convey any right to receive income or profits (unless it makes, or
causes to be made, effective provision whereby the Notes will be equally and
ratably secured with any and all other obligations thereby secured, such
security to be pursuant to an agreement reasonably satisfactory to the Required
Holders and, in any such case, (x) the Notes shall have the benefit, to the
fullest extent that, and with such priority as, the holders of the Notes may be
entitled under applicable law, of an equitable Lien on such property and (y) in
respect of any Lien securing any Major Credit Facility, the Company or such
Subsidiary has complied with Sections 9.8 and 9.9), except:

     

    (a)  Liens
for taxes, assessments or other governmental charges which are not yet due and
payable or the payment of which is not at the time required by Section
9.4;

     

    (b)  statutory
Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen
and other similar Liens, in each case, incurred in the ordinary course of
business for sums not yet due and payable or the payment of which is not at the
time required by Section 9.1 or Section 9.4;

     

    (c)  Liens
(other than any Lien imposed by ERISA) incurred or deposits made in the ordinary
course of business (i) in connection with workers’ compensation, unemployment
insurance and other types of social security or retirement benefits, or (ii) to
secure (or to obtain letters of credit that secure) the performance of tenders,
statutory obligations, surety bonds, appeal bonds (not in excess of
$15,000,000), bids, leases (other than Capital Leases), performance bonds,
purchase, construction or sales contracts and other similar obligations, in each
case not incurred or made in connection with the borrowing of money, the
obtaining of advances or credit or the payment of the deferred purchase price of
property;

     

    (d)  any
attachment or judgment Lien, unless (i) the judgment it secures shall not,
within 60 days after the entry thereof, have been discharged or execution
thereof stayed pending appeal, or shall not have been discharged within 60 days
after the expiration of any such stay or (ii) the uninsured portion of the
judgment such Lien secures, including any portion for which the insurer has not
acknowledged responsibility, exceeds $15,000,000;

     

    (e)  leases
or subleases granted to others, easements, rights-of-way, restrictions and other
similar charges or encumbrances, in each case incidental to, and not interfering
with, the ordinary conduct of the business of the Company or any of its
Subsidiaries, provided
that such Liens do not, in the aggregate, materially detract from the value of
such property;

     

    (f)  Liens
on property or assets of the Company or any of its Subsidiaries securing Debt
owing to the Company or to any of its Wholly-Owned Subsidiaries;

     

    (g)  Liens
on all existing or hereafter acquired or arising Receivables of the Company or
any Subsidiary, the Related Security with respect thereto, the collections and
proceeds of such Receivables and Related Security, all lockboxes, lockbox
accounts, collection accounts or other deposit accounts into which such
collections are deposited and all other rights and payments relating to such
Receivables (collectively, “Receivables Assets”), which
are transferred to the Company, a Subsidiary or a Receivables Purchaser in
connection with Receivables Facility Attributed Indebtedness; provided such Receivables
Facility Attributed Indebtedness is permitted under Section
10.3(b);

     

    (h)  any
Lien created to secure all or any part of the purchase price, or to secure Debt
incurred or assumed to pay all or any part of the purchase price or cost of
construction, of property (or any improvement thereon) acquired or constructed
by the Company or a Subsidiary after the date of the Closing, provided that:

     

    (1)  any
such Lien shall extend solely to the item or items of such property (or
improvement thereon) so acquired or constructed and, if required by the terms of
the instrument originally creating such Lien, other property (or improvement
thereon) which is an improvement to or is acquired for specific use in
connection with such acquired or constructed property (or improvement thereon)
or which is real property being improved by such acquired or constructed
property (or improvement thereon),

     

    (2)  the
principal amount of the Debt secured by any such Lien shall at no time exceed an
amount equal to the lesser of (i) the cost to the Company or such Subsidiary of
the property (or improvement thereon) so acquired or constructed and (ii) the
fair market value (as determined in good faith by the board of directors of the
Company) of such property (or improvement thereon) at the time of such
acquisition or construction, and

     

    (3)  any
such Lien shall be created contemporaneously with, or within 180 days after, the
acquisition or construction of such property;

     

    (i)  any
Lien existing on property of a Person immediately prior to its being
consolidated with or merged into the Company or a Subsidiary or its becoming a
Subsidiary, or any Lien existing on any property acquired by the Company or any
Subsidiary at the time such property is so acquired (whether or not the Debt
secured thereby shall have been assumed), provided that (i) no such
Lien shall have been created or assumed in contemplation of such consolidation
or merger or such Person’s becoming a Subsidiary or such acquisition of
property, and (ii) each such Lien shall extend solely to the item or items of
property so acquired and, if required by the terms of the instrument originally
creating such Lien, other property which is an improvement to or is acquired for
specific use in connection with such acquired property;

     

    (j)  any
Lien renewing, extending or refunding any Lien permitted by paragraphs (h) or
(i) of this Section 10.4, provided that (i) the
principal amount of Debt secured by such Lien immediately prior to such
extension, renewal or refunding is not increased or the maturity thereof
reduced, (ii) such Lien is not extended to any other property, and (iii)
immediately after such extension, renewal or refunding no Default or Event of
Default would exist;

     

    (k)  the
security interest contemplated by Section 18.3 of the Trademark License
Agreement among Meredith Corporation, as Licensor, Better Homes & Garden
Real Estate Licensee LLC, as the successor to Project Five TM LLC, as Licensee,
and Realogy Corporation, as Guarantor dated as of October 3, 2007, as amended
(so long as any such amendment does not provide for any change to the
obligations secured thereby as in effect on the date of Closing);
and

     

    (l)  other
Liens not otherwise permitted by subparagraphs (a) through (k) securing Debt,
provided that (x) all
Debt secured by such Liens shall have been incurred within the applicable
limitations of Section 10.3, including, without limitation, that after giving
effect thereto Priority Debt will not exceed 25% of Maximum Permitted Total Debt
and (y) no such Liens under this clause (l) shall secure the obligations under
any Major Credit Facility.”

     

    (d) Section 10.5 – Mergers,
Consolidations and Sales of Assets.  Section 10.5(b) of the
Existing Note Purchase Agreement is hereby amended by deleting “Section
10.5(a)(iii)” appearing in the first paragraph thereof and substituting “Section
10.5(a)(3)” therefor.

     

    (e) Section 11 – Events of
Default.  Section 11 of the Existing Note Purchase Agreement is
hereby amended by replacing the period at the end of paragraph (j) with “; or”
and by adding a new paragraph (k) to read as follows:

     

    “(k)  (i)
a default shall occur under any Guaranty by a Subsidiary of the Debt under this
Agreement and the Notes granted pursuant to Section 9.8 and such default shall
continue beyond the period of grace, if any, allowed with respect thereto or
(ii) except as expressly permitted under Section 9.8(b), such Guaranty shall
cease to be in full force and effect for any reason whatsoever with respect to
one or more Guarantors, including, without limitation, a determination by any
Governmental Authority or court that such agreement is invalid, void or
unenforceable with respect to one or more Guarantors or any Guarantor shall
contest or deny in writing the validity or enforceability of any of its
obligations under any such Guaranty.”

     

    (f) Section 17.1 – Amendment and Waiver
Requirements.  Section 17.1 of the Existing Note Purchase
Agreement is hereby amended and restated in its entirety to read as
follows:

     

    “Section 17.1 –
Requirements.

     

    This
Agreement and the Notes may be amended, and the observance of any term hereof or
of the Notes may be waived (either retroactively or prospectively), with (and
only with) the written consent of the Company and the Required Holders, except
that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4,
5, 6 or 21 hereof, or any defined term (as it is used therein), will be
effective as to any Purchaser unless consented to by such Purchaser in writing,
and (b) no such amendment or waiver may, without the written consent of the
holder of each Note at the time outstanding affected thereby, (i) subject to the
provisions of Section 12 relating to acceleration or rescission, change the
amount or time of any prepayment or payment of principal of, or reduce the rate
or change the time of payment or method of computation of interest or of the
Make-Whole Amount on, any Series of the Notes, (ii) change the percentage of the
principal amount of the Notes the holders of which are required to consent to
any such amendment or waiver, (iii) amend any of Sections 8, 11(a), 11(b), 12,
17 or 20, or (iv) release any Guarantor from its Guaranty of the Debt under this
Agreement and the Notes (other than in compliance with Section
9.8(b)).”

     

    (g) Section 22.3 – Accounting
Terms.  Section 22.3 of the Existing Note Purchase Agreement is
hereby amended by inserting the following sentence at the end
thereof:

     

    “For
purposes of determining compliance with the financial covenants contained in
this Agreement, any election by the Company or its Subsidiaries to measure an
item of its Debt using fair value (as may be permitted by Statement of Financial
Accounting Standards No. 159 or any similar accounting standard) shall be
disregarded and such determination shall be made as if such election had not
been made.”

     

    (h) Schedule B – Definitions of Guaranty,
Intercreditor Agreement and Major Credit Facility.  The
following definitions are hereby added to Schedule B of the Existing Note
Purchase Agreement in their proper alphabetical order to read as
follows:

     

    ““Guarantor” means each
Subsidiary required to guaranty the Notes pursuant to Section 9.8.”

     

    ““Intercreditor Agreement” is
defined in Section 9.9.”

     

    ““Major Credit Facility” means
(a) the Credit Agreement, dated as of April 5, 2002, providing for revolving
loans in an aggregate principal amount of up to $150,000,000, among the Company,
the lenders listed therein, Bank of America, N.A., as Administrative Agent and
Issuing Lender and the other agents listed therein, and (b) any other facility
(other than any Receivables Program Documents or Receivables Purchase
Agreements) providing credit availability in excess of $75,000,000 to any one or
more of the Company and its Subsidiaries, in each case under clauses (a) and
(b), as such agreement or facility may be amended, restated, supplemented or
otherwise modified and together with increases, refinancings and replacements
thereof.”

     

    (i) Schedule B – Definitions of Consolidated Net
Income, Priority Debt and “surviving corporation”.  The
definitions of “Consolidated Net Income,” “Priority Debt” and “surviving
corporation” appearing in Schedule B of the Existing Note Purchase Agreement are
hereby amended and restated to read as follows:

     

    ““Consolidated Net Income” for
any period means the gross revenues of the Company and its Subsidiaries for such
period less all expenses and other proper charges (including taxes on income),
determined on a consolidated basis after eliminating earnings or losses
attributable to outstanding Minority Interests, but excluding in any
event:

     

    (a)  any
gains or losses on the sale or other disposition of investments or fixed or
capital assets, and any taxes on such excluded gains and any tax deductions or
credits on account of any such excluded losses;

     

    (b)  the
proceeds of any life insurance policy;

     

    (c)  net
earnings and losses of any Subsidiary accrued prior to the date it became a
Subsidiary;

     

    (d)  net
earnings and losses of any business entity (other than a Subsidiary),
substantially all the assets of which have been acquired in any manner by the
Company or any Subsidiary, realized by such business entity prior to the date of
such acquisition;

     

    (e)  net
earnings and losses of any business entity (other than a Subsidiary) with which
the Company or a Subsidiary shall have consolidated or which shall have merged
into or with the Company or a Subsidiary prior to the date of such consolidation
or merger;

     

    (f)  net
earnings of any business entity (other than a Subsidiary) in which the Company
or any Subsidiary has an ownership interest unless such net earnings shall have
actually been received by the Company or such Subsidiary in the form of cash
distributions;

     

    (g)  any
portion of the net earnings of any Subsidiary which for any reason is
unavailable for payment of dividends to the Company or any other
Subsidiary;

     

    (h)  (i)
earnings resulting from any reappraisal, revaluation or write-up of assets or
losses resulting from writedowns of goodwill or other intangibles under
Statement of Financial Accounting Standards No. 142, Statement of Financial
Accounting Standards No. 144, or any successor statement or principle, (ii)
losses resulting from any exit or disposal activities under Statement of
Financial Accounting Standards No. 146 or any successor statement or principle
or (iii) non-cash expenses resulting from equity-based
compensation;

     

    (i)  any
deferred or other credit representing any excess of the equity in any Subsidiary
at the date of acquisition thereof over the amount invested in such
Subsidiary;

     

    (j)  any
gain arising from the acquisition of any Securities of the Company or any
Subsidiary;

     

    (k)  any
reversal of any contingency reserve, except to the extent that provision for
such contingency reserve shall have been made from income arising during such
period; and

     

    (l)  any
other extraordinary or nonrecurring gain or loss.

     

    For
purposes of any determination of Consolidated Net Income pursuant to this
Agreement and notwithstanding clause (d) of this definition, the Company may
include, on a pro forma
basis, “net income”
(calculated in a manner consistent with the computation of Consolidated Net
Income herein) earned by any business entity acquired (or whose assets have been
acquired) by the Company or any Subsidiary during the four fiscal quarters
immediately preceding any determination of Consolidated Net Income, provided that there shall be
a reasonable basis for the computation of such “net income” and, concurrently
with such determination, the Company shall have furnished to the holders of the
Notes audited financial statements or other financial information with respect
to such business entity (or such acquired assets) demonstrating to the
reasonable satisfaction of the Required Holders the basis for such
computations.”

     

    ““Priority Debt” means, without
duplication, the sum of (i) all Debt of the Company secured by Liens permitted
by Sections 10.4(h), (i), (j), (k) and (l) plus (ii) all Debt of Subsidiaries
(excluding Debt held by the Company or a Wholly-Owned Subsidiary), plus (iii)
all Attributable Debt of the Company and its Subsidiaries, plus (iv) all
Receivables Facility Attributed Indebtedness of the Company and its
Subsidiaries.”

     

    ““surviving corporation” is
defined in Section 10.5(a)(2).”

     

    (j) Schedule B – Definitions of Debt, Governmental
Authority and Guaranty.  The definitions of “Debt,”
“Governmental Authority” and “Guaranty” appearing in Schedule B of the Existing
Note Purchase Agreement are hereby amended by deleting the lettering of the
subparagraphs in each such definition and substituting therefore in each
lettering in alphabetical order beginning, in each such definition, with the
letter “(a).”