exh4-3_2009npa.htm


    
      
         


      

      
         


        
          

        

      

      
         


        
          EXECUTION
VERSION

        

      

    


    


     

    Exhibit
4.3

Meredith Corporation

     

    $50,000,000
6.70% Senior Notes, Series L, due July 13, 2013

    $25,000,000
7.19% Senior Notes, Series M, due July 13, 2014

     

     

    


     

    


     

    ______________

     

    Note
Purchase Agreement

     

     

    


     

     

    _____________

     

     

    


     

     

    


     

     

    Dated as
of July 13, 2009

     


    
      
        
          A/73051641.7/0718998-0000340837


        

         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              SECTION 1.AUTHORIZATION
      OF NOTES

            


    

     

    
      	
               
      

            	
              SECTION 2.SALE
      AND PURCHASE OF NOTES

            


    

     

    
      	
               
      

            	
              SECTION 3.CLOSING

            


    

     

    
      	
               
      

            	
              SECTION 4.CONDITIONS
      TO CLOSING

            


    

     

    
      	
               
      

            	
              Section
      4.1

            	
              Representations
      and Warranties 

            	
               

            


    

     

    
      	
               
      

            	
              Section
      4.2

            	
              Performance;
      No Default 

            	
               

            


    

     

    
      	
               
      

            	
              Section
      4.3

            	
              Compliance
      Certificates 

            	
               

            


    

     

    
      	
               
      

            	
              Section
      4.4

            	
              Opinions
      of Counsel 

            	
               

            


    

     

    
      	
               
      

            	
              Section
      4.5

            	
              Purchase
      Permitted By Applicable Law, Etc 

            	
               

            


    

     

    
      	
               
      

            	
              Section
      4.6

            	
              Sale
      of Other Notes 

            	
               

            


    

     

    
      	
               
      

            	
              Section
      4.7

            	
              Payment
      of Special Counsel Fees 

            	
               

            


    

     

    
      	
               
      

            	
              Section
      4.8

            	
              Private
      Placement Number 

            	
               

            


    

     

    
      	
               
      

            	
              Section
      4.9

            	
              Changes
      in Corporate Structure 

            	
               

            


    

     

    
      	
               
      

            	
              Section
      4.10

            	
              Amendment
      of 2008 Note Purchase Agreement 

            	
               

            


    

     

    
      	
               
      

            	
              Section
      4.11

            	
              Funding
      Instructions 

            	
               

            


    

     

    
      	
               
      

            	
              Section
      4.12

            	
              Proceedings
      and Documents 

            	
               

            


    

     

    
      	
               
      

            	
              SECTION 5.REPRESENTATIONS
      AND WARRANTIES OF THE COMPANY

            


    

     

    
      	
               
      

            	
              Section
      5.1

            	
              Organization;
      Power and Authority 

            	
               

            


    

     

    
      	
               
      

            	
              Section
      5.2

            	
              Authorization,
      Etc 

            	
               

            


    

     

    
      	
               
      

            	
              Section
      5.3

            	
              Disclosure 

            	
               

            


    

     

    
      	
               
      

            	
              Section
      5.4

            	
              Organization
      and Ownership of Shares of Subsidiaries; Affiliates 

            	
               

            


    

     

    
      	
               
      

            	
              Section
      5.5

            	
              Financial
      Statements 

            	
               

            


    

     

    
      	
               
      

            	
              Section
      5.6

            	
              Compliance
      with Laws, Other Instruments, Etc 

            	
               

            


    

     

    
      	
               
      

            	
              Section
      5.7

            	
              Governmental
      Authorizations, Etc 

            	
               

            


    

     

    
      	
               
      

            	
              Section
      5.8

            	
              Litigation;
      Observance of Agreements, Statutes and Orders 

            	
               

            


    

     

    
      	
               
      

            	
              Section
      5.9

            	
              Taxes 

            	
               

            


    

     

    
      	
               
      

            	
              Section
      5.10

            	
              Title
      to Property; Leases 

            	
               

            


    

     

    
      	
               
      

            	
              Section
      5.11

            	
              Licenses,
      Permits, Etc 

            	
               

            


    

     

    
      	
               
      

            	
              Section
      5.12

            	
              Compliance
      with ERISA 

            	
               

            


    

     

    
      	
               
      

            	
              Section
      5.13

            	
              Private
      Offering by the Company 

            	
               

            


    

     

    
      	
               
      

            	
              Section
      5.14

            	
              Use
      of Proceeds; Margin Regulations 

            	
               

            


    

     

    
      	
               
      

            	
              Section
      5.15

            	
              Existing
      Debt; Future Liens 

            	
               

            


    

     

    
      	
               
      

            	
              Section
      5.16

            	
              Foreign
      Assets Control Regulations, Etc 

            	
               

            


    

     

    
      	
               
      

            	
              Section
      5.17

            	
              Status
      under Certain Statutes 

            	
               

            


    

     

    
      	
               
      

            	
              Section
      5.18

            	
              Notes
      Rank Pari Passu 

            	
               

            


    

     

    
      	
               
      

            	
              Section
      5.19

            	
              Environmental
      Matters 

            	
               

            


    

     

    
      	
               
      

            	
              SECTION 6.REPRESENTATIONS
      OF THE PURCHASER

            


    

     

    
      	
               
      

            	
              Section
      6.1

            	
              Purchase
      for Investment 

            	
               

            


    

     

    
      	
               
      

            	
              Section
      6.2

            	
              Source
      of Funds 

            	
               

            


    

     

    
      	
               
      

            	
              SECTION 7.INFORMATION
      AS TO THE COMPANY

            


    

     

    
      	
               
      

            	
              Section
      7.1

            	
              Financial
      and Business Information 

            	
               

            


    

     

    
      	
               
      

            	
              Section
      7.2

            	
              Officer’s
      Certificate 

            	
               

            


    

     

    
      	
               
      

            	
              Section
      7.3

            	
              Visitation 

            	
               

            


    

     

    
      	
               
      

            	
              SECTION 8.PAYMENT
      AND PREPAYMENT OF THE NOTES

            


    

     

    
      	
               
      

            	
              Section
      8.1

            	
              Required
      Payment 

            	
               

            


    

     

    
      	
               
      

            	
              Section
      8.2

            	
              Optional
      Prepayments with Make-Whole Amount

            


    

     

    
      	
               
      

            	
              Section
      8.3

            	
              Change
      in Control 

            	
               

            


    

     

    
      	
               
      

            	
              Section
      8.4

            	
              Allocation
      of Partial Prepayments 

            	
               

            


    

     

    
      	
               
      

            	
              Section
      8.5

            	
              Maturity;
      Surrender, Etc 

            	
               

            


    

     

    
      	
               
      

            	
              Section
      8.6

            	
              Purchase
      of Notes 

            	
               

            


    

     

    
      	
               
      

            	
              Section
      8.7

            	
              Make-Whole
      Amount 

            	
               

            


    

     

    
      	
               
      

            	
              SECTION 9.AFFIRMATIVE
      COVENANTS

            


    

     

    
      	
               
      

            	
              Section
      9.1

            	
              Compliance
      with Law 

            	
               

            


    

     

    
      	
               
      

            	
              Section
      9.2

            	
              Insurance 

            	
               

            


    

     

    
      	
               
      

            	
              Section
      9.3

            	
              Maintenance
      of Properties 

            	
               

            


    

     

    
      	
               
      

            	
              Section
      9.4

            	
              Payment
      of Taxes and Claims 

            	
               

            


    

     

    
      	
               
      

            	
              Section
      9.5

            	
              Corporate
      Existence, Etc 

            	
               

            


    

     

    
      	
               
      

            	
              Section
      9.6

            	
              Notes
      to Rank Pari Passu 

            	
               

            


    

     

    
      	
               
      

            	
              Section
      9.7

            	
              Books
      and Records 

            	
               

            


    

     

    
      	
               
      

            	
              Section
      9.8

            	
              Guaranty
      by Subsidiaries; Liens 

            	
               

            


    

     

    
      	
               
      

            	
              Section
      9.9

            	
              Intercreditor
      Agreement 

            	
               

            


    

     

    
      	
               
      

            	
              SECTION 10.NEGATIVE
      COVENANTS

            


    

     

    
      	
               
      

            	
              Section
      10.1

            	
              Transactions
      with Affiliates 

            	
               

            


    

     

    
      	
               
      

            	
              Section
      10.2

            	
              Interest
      Coverage Ratio 

            	
               

            


    

     

    
      	
               
      

            	
              Section
      10.3

            	
              Limitations
      on Debt 

            	
               

            


    

     

    
      	
               
      

            	
              Section
      10.4

            	
              Liens 

            	
               

            


    

     

    
      	
               
      

            	
              Section
      10.5

            	
              Mergers,
      Consolidations and Sales of Assets 

            	
               

            


    

     

    
      	
               
      

            	
              Section
      10.6

            	
              Limitation
      on Sale-and-Leaseback Transactions

            


    

     

    
      	
               
      

            	
              Section
      10.7

            	
              Termination
      of Pension Plans 

            	
               

            


    

     

    
      	
               
      

            	
              Section
      10.8

            	
              Nature
      of Business 

            	
               

            


    

     

    
      	
               
      

            	
              Section
      10.9

            	
              Terrorism
      Sanctions Regulations 

            	
               

            


    

     

    
      	
               
      

            	
              SECTION 11.EVENTS
      OF DEFAULT

            


    

     

    
      	
               
      

            	
              SECTION 12.REMEDIES
      ON DEFAULT, ETC

            


    

     

    
      	
               
      

            	
              Section
      12.1

            	
              Acceleration 

            	
               

            


    

     

    
      	
               
      

            	
              Section
      12.2

            	
              Other
      Remedies 

            	
               

            


    

     

    
      	
               
      

            	
              Section
      12.3

            	
              Rescission 

            	
               

            


    

     

    
      	
               
      

            	
              Section
      12.4

            	
              No
      Waivers or Election of Remedies, Expenses, Etc 

            	
               

            


    

     

    
      	
               
      

            	
              SECTION 13.REGISTRATION;
      EXCHANGE; SUBSTITUTION OF NOTES

            


    

     

    
      	
               
      

            	
              Section
      13.1

            	
              Registration
      of Notes 

            	
               

            


    

     

    
      	
               
      

            	
              Section
      13.2

            	
              Transfer
      and Exchange of Notes 

            	
               

            


    

     

    
      	
               
      

            	
              Section
      13.3

            	
              Replacement
      of Notes 

            	
               

            


    

     

    
      	
               
      

            	
              SECTION 14.PAYMENTS
      ON NOTES

            


    

     

    
      	
               
      

            	
              Section
      14.1

            	
              Place
      of Payment 

            	
               

            


    

     

    
      	
               
      

            	
              Section
      14.2

            	
              Home
      Office Payment 

            	
               

            


    

     

    
      	
               
      

            	
              SECTION 15.EXPENSES,
      ETC

            


    

     

    
      	
               
      

            	
              Section
      15.1

            	
              Transaction
      Expenses 

            	
               

            


    

     

    
      	
               
      

            	
              Section
      15.2

            	
              Survival 

            	
               

            


    

     

    
      	
               
      

            	
              SECTION 16.SURVIVAL
      OF REPRESENTATIONS AND WARRANTIES; ENTIRE
  AGREEMENT

            


    

     

    
      	
               
      

            	
              SECTION 17.AMENDMENT
      AND WAIVER

            


    

     

    
      	
               
      

            	
              Section
      17.1

            	
              Requirements 

            	
               

            


    

     

    
      	
               
      

            	
              Section
      17.2

            	
              Solicitation
      of Holders of Notes 

            	
               

            


    

     

    
      	
               
      

            	
              Section
      17.3

            	
              Binding
      Effect, etc 

            	
               

            


    

     

    
      	
               
      

            	
              Section
      17.4

            	
              Notes
      Held by Company, etc 

            	
               

            


    

     

    
      	
               
      

            	
              SECTION 18.NOTICES

            


    

     

    
      	
               
      

            	
              SECTION 19.REPRODUCTION
      OF DOCUMENTS

            


    

     

    
      	
               
      

            	
              SECTION 20.CONFIDENTIAL
      INFORMATION

            


    

     

    
      	
               
      

            	
              SECTION 21.SUBSTITUTION
      OF PURCHASER

            


    

     

    
      	
               
      

            	
              SECTION 22.MISCELLANEOUS

            


    

     

    
      	
               
      

            	
              Section
      22.1

            	
              Successors
      and Assigns 

            	
               

            


    

     

    
      	
               
      

            	
              Section
      22.2

            	
              Payments
      Due on Non-Business Days 

            	
               

            


    

     

    
      	
               
      

            	
              Section
      22.3

            	
              Accounting
      Terms 

            	
               

            


    

     

    
      	
               
      

            	
              Section
      22.4

            	
              Severability 

            	
               

            


    

     

    
      	
               
      

            	
              Section
      22.5

            	
              Construction,
      etc 

            	
               

            


    

     

    
      	
               
      

            	
              Section
      22.6

            	
              Counterparts 

            	
               

            


    

     

    
      	
               
      

            	
              Section
      22.7

            	
              Governing
      Law 

            	
               

            


    

     

    
      	
               
      

            	
              Section
      22.8

            	
              Jurisdiction
      and Process; Waiver of Jury Trial 

            	
               

            


    

     


    
      
        
           

           

        

         


      

      
         


        
          

        

      

      
         


      

    


     

    SCHEDULES
AND EXHIBITS

     

    Schedule
A                                    Information
Relating to Purchasers

     

    *
Schedule B                                         Defined
Terms

     

    
      
      

    

    Schedule 5.3              Disclosure Materials

     

    Schedule 5.4                                         
Subsidiaries of the Company and Ownership of Subsidiary Stock

     

    Schedule 5.5                                          Financial
Statements

     

    Schedule 5.14                                        Use
of Proceeds

     

    Schedule 5.15                                        Existing
Debt

     

    
      	
               
      

            	
              *
      Exhibit 1-A

            	
               

            	
              Form
      of 6.70% Senior Note, Series L, due July 13,
  2013

            


    

     

    
      	
               
      

            	
              *
      Exhibit 1-B

            	
               

            	
              Form
      of 7.19% Senior Note, Series M, due July 13,
  2014

            


    

     

    
      	
               
      

            	
              Exhibit 4.4(a)

            	
               

            	
              Form
      of Opinion of Special Counsel for the
Company

            


    

     

    
      	
               
      

            	
              Exhibit 4.4(b)

            	
               

            	
              Form
      of Opinion of General Counsel for the
Company

            


    

     

    
      	
               
      

            	
              Exhibit 4.4(c)

            	
               

            	
              Form
      of Opinion of Special Counsel for the
Purchasers

            


    

    


    Material
Schedules and Exhibits (those marked with *) are included in this
filing

     

     


    
      
        
           

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    MEREDITH
CORPORATION

    1716
Locust Street

    Des Moines,
Iowa 50309

    


    $50,000,000
6.70% Senior Notes, Series L, due July 13, 2013

    $25,000,000
7.19% Senior Notes, Series M, due July 13, 2014

     

     

    Dated as
of July 13, 2009

     

    


    To Each
of the Purchasers listed in

    Schedule
A hereto:

     

    Ladies
and Gentlemen:

     

    Meredith
Corporation, an Iowa corporation (the “Company”), agrees with each of
the purchasers whose names appear at the end hereof (each, a “Purchaser” and, collectively,
the “Purchasers”) as
follows:

     

    
      	
              SECTION 1.  

            	
              AUTHORIZATION
      OF NOTES.

            


    

     

     

    The
Company will authorize the issue and sale of

     

    (a) $50,000,000
aggregate principal amount of its 6.70% Senior Notes, Series L, due July 13,
2013 (the “Series
L Notes”, such term to include any such notes issued in substitution
therefore pursuant to Section 13); and

     

    (b) $25,000,000
aggregate principal amount of its 7.19% Senior Notes, Series M, due July 13,
2014 (the “Series M
Notes”, such term to include any such notes issued in substitution
therefore pursuant to Section 13).

     

    The term
“Notes” as used in this
Agreement shall include, collectively, the Series L Notes and Series M
Notes.  The Series L Notes and Series M Notes shall be substantially
in the respective forms set forth in Exhibits 1-A and 1-B in each case with
such changes therefrom, if any, as may be approved by the Purchasers and the
Company.  Certain capitalized and other terms used in this Agreement
are defined in Schedule B; and references to a “Schedule” or an “Exhibit”
are, unless otherwise specified, to a Schedule or an Exhibit attached to this
Agreement.

     

    
      	
              SECTION 2.  

            	
              SALE
      AND PURCHASE OF NOTES.

            


    

     

    Subject
to the terms and conditions of this Agreement, the Company will issue and sell
to each Purchaser and each Purchaser will purchase from the Company, at the
Closing provided for in Section 3, Notes in the principal amount and of the
Series specified opposite such Purchaser’s name in Schedule A at the
purchase price of 100% of the principal amount and of the Series
thereof.  The Purchasers’ obligations hereunder are several and not
joint obligations, and no Purchaser shall have any liability to any Person for
the performance or non-performance of any obligation by any other Purchaser
hereunder.

     

    
      	
              SECTION 3.  

            	
              CLOSING.

            


    

     

    The sale
and purchase of the Notes to be purchased by each Purchaser shall occur at the
offices of Bingham McCutchen LLP, 399 Park Avenue, New York, New York at 10:00
a.m. at a closing (the “Closing”) on July 13, 2009 or
on such other Business Day thereafter on or prior to July 28, 2009 as may be
agreed upon by the Company and the Purchasers.  At the Closing the
Company will deliver to each Purchaser the Notes to be purchased by such
Purchaser in the form of a single Note (or such greater number of Notes in
denominations of at least $100,000 as such Purchaser may request) dated the date
of the Closing and registered in such Purchaser’s name (or in the name of its
nominee), against delivery by such Purchaser to the Company or its order of
immediately available funds in the amount of the purchase price therefor by wire
transfer of immediately available funds for the account of the Company to
account number 0289646226 at Wells Fargo Bank N.A., San Francisco, CA, USA ABA
#121000248.  If at the Closing the Company shall fail to tender such
Notes to any Purchaser as provided above in this Section 3, or any of the
conditions specified in Section 4 shall not have been fulfilled to such
Purchaser’s satisfaction, such Purchaser shall, at its election, be relieved of
all further obligations under this Agreement, without thereby waiving any rights
such Purchaser may have by reason of such failure or such
nonfulfillment.

     

    
      	
              SECTION 4.  

            	
              CONDITIONS
      TO CLOSING.

            


    

     

    Each
Purchaser’s obligation to purchase and pay for the Notes to be sold to such
Purchaser at the Closing is subject to the fulfillment to such Purchaser’s
satisfaction, prior to or at the Closing, of the following
conditions:

     

    Section
4.1 Representations and
Warranties.

     

    The
representations and warranties of the Company in this Agreement shall be correct
when made and at the time of the Closing.

     

    Section
4.2 Performance; No
Default.

     

    The
Company shall have performed and complied with all agreements and conditions
contained in this Agreement required to be performed or complied with by it
prior to or at the Closing, and after giving effect to the issue and sale of the
Notes (and the application of the proceeds thereof as contemplated by
Section 5.14), no Default or Event of Default shall have occurred and be
continuing.

     

    Section
4.3 Compliance
Certificates.

     

    (a) Officer’s
Certificate.  The Company shall have delivered to such
Purchaser an Officer’s Certificate, dated the date of the Closing, certifying
that the conditions specified in Sections 4.1, 4.2 and 4.9 have been
fulfilled.

     

    (b) Secretary’s
Certificate.  The Company shall have delivered to such
Purchaser a certificate of its Secretary or Assistant Secretary, dated the date
of Closing, certifying as to the resolutions attached thereto and other
corporate proceedings relating to the authorization, execution and delivery of
the Notes and this Agreement.

     

    Section
4.4 Opinions of
Counsel.

     

    Such
Purchaser shall have received opinions in form and substance satisfactory to
such Purchaser, dated the date of the Closing (a) from Sidley Austin LLP,
special counsel for the Company, covering the matters set forth in
Exhibit 4.4(a) and (b) from John S. Zieser, Esq., Chief Development
Officer, General Counsel and Secretary of the Company, covering the matters set
forth in Exhibit 4.4(b) and covering such other matters incident to the
transactions contemplated hereby as such Purchaser or its counsel may reasonably
request (and the Company hereby instructs its counsel to deliver such opinion to
the Purchasers) and (c) from Bingham McCutchen LLP, the Purchasers’ special
counsel in connection with such transactions, substantially in the form set
forth in Exhibit 4.4(c) and covering such other matters incident to such
transactions as such Purchaser may reasonably request.

     

    Section
4.5 Purchase Permitted By Applicable Law,
Etc.

     

    On the
date of the Closing, such Purchaser’s purchase of Notes shall (a) be permitted
by the laws and regulations of each jurisdiction to which such Purchaser is
subject, without recourse to provisions (such as section 1405(a)(8) of the
New York Insurance Law) permitting limited investments by insurance companies
without restriction as to the character of the particular investment, (b) not
violate any applicable law or regulation (including, without limitation,
Regulation T, U or X of the Board of Governors of the Federal Reserve System)
and (c) not subject such Purchaser to any tax, penalty or liability under or
pursuant to any applicable law or regulation, which law or regulation was not in
effect on the date hereof.  If requested by such Purchaser, such
Purchaser shall have received an Officer’s Certificate certifying as to such
matters of fact as such Purchaser may reasonably specify to enable such
Purchaser to determine whether such purchase is so permitted.

     

    Section
4.6 Sale of Other
Notes.

     

    Contemporaneously
with the Closing, the Company shall sell to each other Purchaser, and each other
Purchaser shall purchase, the Notes to be purchased by it at the Closing as
specified in Schedule A.

     

    Section
4.7 Payment of Special Counsel
Fees.

     

    Without
limiting the provisions of Section 15.1, the Company shall have paid on or
before the Closing the fees, charges and disbursements of the Purchasers’
special counsel referred to in Section 4.4 to the extent reflected in a
statement of such counsel rendered to the Company at least one Business Day
prior to the Closing.

     

    Section
4.8 Private Placement
Number.

     

    A Private
Placement Number issued by Standard & Poor’s CUSIP Service Bureau (in
cooperation with the SVO) shall have been obtained for each Series of the
Notes.

     

    Section
4.9 Changes in Corporate
Structure.

     

    The
Company shall not have changed its jurisdiction of incorporation or been a party
to any merger or consolidation, or succeeded to all or any substantial part of
the liabilities of any other entity, at any time following the date of the most
recent financial statements referred to in Schedule 5.5.

     

    Section
4.10 Amendment
of 2008 Note Purchase Agreement.

     

    The
Company shall have delivered to the Purchasers’ special counsel on or before the
date of the Closing a fully executed copy of Amendment No. 1 to the 2008 Note
Purchase Agreement certified by a Responsible Officer as being true, correct and
complete.

     

    Section
4.11 Funding
Instructions.

     

    At least
three Business Days prior to the date of the Closing, each Purchaser shall have
received written instructions, signed by a Responsible Officer on letterhead of
the Company confirming the information specified in the second sentence of
Section 3 including (i) the name and address of the transferee bank, (ii) such
transferee bank’s ABA number, and (iii) the account name and number into which
the purchase price for the Notes is to be deposited.

     

    Section
4.12 Proceedings and
Documents.

     

    All
corporate and other proceedings in connection with the transactions contemplated
by this Agreement and all documents and instruments incident to such
transactions shall be satisfactory to such Purchaser and its special counsel,
and such Purchaser and its special counsel shall have received all such
counterpart originals or certified or other copies of such documents as such
Purchaser or such special counsel may reasonably request.

     

    
      	
              SECTION 5.  

            	
              REPRESENTATIONS
      AND WARRANTIES OF THE COMPANY.

            


    

     

    The
Company represents and warrants to each Purchaser that:

     

    Section
5.1 Organization; Power and
Authority.

     

    The
Company is a corporation duly organized, validly existing and in good standing
under the laws of its jurisdiction of incorporation, and is duly qualified as a
foreign corporation and is in good standing in each jurisdiction in which such
qualification is required by law, other than those jurisdictions as to which the
failure to be so qualified or in good standing could not, individually or in the
aggregate, reasonably be expected to have a Material Adverse
Effect.  The Company has the corporate power and authority to own or
hold under lease the properties it purports to own or hold under lease, to
transact the business it transacts and proposes to transact, to execute and
deliver this Agreement and the Notes and to perform the provisions hereof and
thereof.

     

    Section
5.2 Authorization,
Etc.

     

    This
Agreement and the Notes have been duly authorized by all necessary corporate
action on the part of the Company, and this Agreement constitutes, and upon
execution and delivery thereof each Note will constitute, a legal, valid and
binding obligation of the Company enforceable against the Company in accordance
with its terms, except as such enforceability may be limited by (i) applicable
bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting the enforcement of creditors’ rights generally and (ii) general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law).

     

    Section
5.3 Disclosure.

     

    This
Agreement, the documents, certificates or other writings delivered to the
Purchasers by or on behalf of the Company in connection with the transactions
contemplated hereby and identified in Schedule 5.3, and the financial statements
listed in Schedule 5.5, in each case, delivered to the Purchasers prior to
July 13, 2009 (this Agreement and such documents, certificates or other writings
and such financial statements being referred to, collectively, as the “Disclosure Documents”), taken
as a whole, do not contain any untrue statement of a material fact or omit to
state any material fact necessary to make the statements therein not misleading
in light of the circumstances under which they were made, it being understood
that no representation or warranty is made with respect to the projections
included therein other than that they are based on assumptions and calculated in
a manner the Company believed and believes as of the date thereof and hereof to
be reasonable.  Except as disclosed in the Disclosure Documents, since
March 31, 2009, there has been no change in the financial condition, operations,
business, properties or prospects of the Company or any Subsidiary except
changes that individually or in the aggregate could not reasonably be expected
to have a Material Adverse Effect.  To the best knowledge and belief
of senior management of the Company, there is no fact known to the Company that
could reasonably be expected to have a Material Adverse Effect that has not been
set forth herein or in the Disclosure Documents.

     

    Section
5.4 Organization and Ownership of Shares
of Subsidiaries; Affiliates.

     

    (a) Schedule 5.4
contains (except as noted therein) complete and correct lists (i) of the
Company’s Subsidiaries, showing, as to each Subsidiary, the correct name
thereof, the jurisdiction of its organization, and the percentage of shares of
each class of its capital stock or similar equity interests outstanding owned by
the Company and each other Subsidiary, (ii)  of the Company’s Affiliates,
other than Subsidiaries, and (iii) of the Company’s directors and senior
officers.

     

    (b) All of
the outstanding shares of capital stock or similar equity interests of each
Subsidiary shown in Schedule 5.4 as being owned by the Company and its
Subsidiaries have been validly issued, are fully paid and nonassessable and are
owned by the Company or another Subsidiary free and clear of any Lien (except as
otherwise disclosed in Schedule 5.4).

     

    (c) Each
Subsidiary identified in Schedule 5.4 is a corporation or other legal
entity duly organized, validly existing and in good standing under the laws of
its jurisdiction of organization, and is duly qualified as a foreign corporation
or other legal entity and is in good standing in each jurisdiction in which such
qualification is required by law, other than those jurisdictions as to which the
failure to be so qualified or in good standing could not, individually or in the
aggregate, reasonably be expected to have a Material Adverse
Effect.  Each such Subsidiary has the corporate or other power and
authority to own or hold under lease the properties it purports to own or hold
under lease and to transact the business it transacts and proposes to
transact.

     

    (d) No
Subsidiary is a party to, or otherwise subject to any legal, regulatory,
contractual or other restriction (other than the agreements listed on
Schedule 5.4 and customary limitations imposed by corporate law or similar
statutes) restricting the ability of such Subsidiary to pay dividends out of
profits or make any other similar distributions of profits to the Company or any
of its Subsidiaries that owns outstanding shares of capital stock or similar
equity interests of such Subsidiary.

     

    Section
5.5 Financial
Statements.

     

    The
Company has delivered to each Purchaser copies of the financial statements of
the Company and its Subsidiaries listed on Schedule 5.5.  All of
said financial statements (including in each case the related schedules and
notes) fairly present in all material respects the consolidated financial
position of the Company and its Subsidiaries as of the respective dates
specified in such Schedule and the consolidated results of their operations and
cash flows for the respective periods so specified and have been prepared in
accordance with GAAP consistently applied throughout the periods involved except
as set forth in the notes thereto (subject, in the case of any interim financial
statements, to normal year-end adjustments).  The Company and its
Subsidiaries do not have any Material liabilities that are not disclosed on such
financial statements or otherwise disclosed in the Disclosure
Documents.

     

    Section
5.6 Compliance with Laws, Other
Instruments, Etc.

     

    The
execution, delivery and performance by the Company of this Agreement and the
Notes will not (i) contravene, result in any breach of, or constitute a
default under, or result in the creation of any Lien in respect of any property
of the Company or any Subsidiary under, any indenture, mortgage, deed of trust,
loan, purchase or credit agreement, lease, corporate charter or by-laws, or any
other agreement or instrument to which the Company or any Subsidiary is bound or
by which the Company or any Subsidiary or any of their respective properties may
be bound or affected, (ii) conflict with or result in a breach of any of the
terms, conditions or provisions of any order, judgment, decree, or ruling of any
court, arbitrator or Governmental Authority applicable to the Company or any
Subsidiary or (iii) violate any provision of any statute or other rule or
regulation of any Governmental Authority applicable to the Company or any
Subsidiary.

     

    Section
5.7 Governmental Authorizations,
Etc.

     

    No
consent, approval or authorization of, or registration, filing or declaration
with, any Governmental Authority is required in connection with the execution,
delivery or performance by the Company of this Agreement or the
Notes.

     

    Section
5.8 Litigation; Observance of Agreements,
Statutes and Orders.

     

    (a) There are
no actions, suits, investigations or proceedings pending or, to the knowledge of
the Company, threatened against or affecting the Company or any Subsidiary or
any property of the Company or any Subsidiary in any court or before any
arbitrator of any kind or before or by any Governmental Authority that,
individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect.

     

    (b) Neither
the Company nor any Subsidiary is in default under any term of any agreement or
instrument to which it is a party or by which it is bound, or any order,
judgment, decree or ruling of any court, arbitrator or Governmental Authority or
is in violation of any applicable law, ordinance, rule or regulation (including
without limitation Environmental Laws or the USA Patriot Act) of any
Governmental Authority, which default or violation, individually or in the
aggregate, could reasonably be expected to have a Material Adverse
Effect.

     

    Section
5.9 Taxes.

     

    The
Company and its Subsidiaries have filed all tax returns that are required to
have been filed in any jurisdiction, and have paid all taxes shown to be due and
payable on such returns and all other taxes and assessments levied upon them or
their properties, assets, income or franchises, to the extent such taxes and
assessments have become due and payable and before they have become delinquent,
except for any taxes and assessments (a) the amount of which is not individually
or in the aggregate Material or (b) the amount, applicability or validity of
which is currently being contested in good faith by appropriate proceedings and
with respect to which the Company or a Subsidiary, as the case may be, has
established adequate reserves in accordance with GAAP.  The Company
knows of no basis for any other tax or assessment that could reasonably be
expected to have a Material Adverse Effect.  The charges, accruals and
reserves on the books of the Company and its Subsidiaries in respect of federal,
state or other taxes for all fiscal periods are adequate.  The federal
income tax liabilities of the Company and its Subsidiaries have been finally
determined (whether by reason of completed audits or the statute of limitations
having run) for all fiscal years up to and including the fiscal year ended June
30, 2004.

     

    Section
5.10 Title to Property;
Leases.

     

    The
Company and its Subsidiaries have good and sufficient title to their respective
properties that individually or in the aggregate are Material, including all
such properties reflected in the most recent audited balance sheet referred to
in Section 5.5 or purported to have been acquired by the Company or any
Subsidiary after said date (except as sold or otherwise disposed of in the
ordinary course of business), in each case free and clear of Liens prohibited by
this Agreement.  All leases that individually or in the aggregate are
Material are valid and subsisting and are in full force and effect in all
material respects.

     

    Section
5.11 Licenses, Permits,
Etc.

     

    (a) The
Company and its Subsidiaries own or possess all licenses, permits, franchises,
authorizations, patents, copyrights, proprietary software, service marks,
trademarks and trade names, or rights thereto, that individually or in the
aggregate are Material, without known conflict with the rights of others which
could reasonably be expected to have a Material Adverse Effect.

     

    (b) To the
best knowledge of the Company, no product or service of the Company or any of
its Subsidiaries infringes in any material respect any license, permit,
franchise, authorization, patent, copyright, proprietary software, service mark,
trademark, trade name or other right owned by any other Person which
infringement could reasonably be expected to have a Material Adverse
Effect.

     

    (c) To the
best knowledge of the Company, there is no Material violation by any Person of
any right of the Company or any of its Subsidiaries with respect to any patent,
copyright, proprietary software, service mark, trademark, trade name or other
right owned or used by the Company or any of its Subsidiaries which violation
could reasonably be expected to have a Material Adverse Effect.

     

    Section
5.12 Compliance with
ERISA.

     

    (a) The
Company and each ERISA Affiliate have operated and administered each Plan in
compliance with all applicable laws except for such instances of non-compliance
as have not resulted in and could not reasonably be expected to result in a
Material Adverse Effect.  Neither the Company nor any ERISA Affiliate
has incurred any liability pursuant to Title I or IV of ERISA or the penalty or
excise tax provisions of the Code relating to employee benefit plans (as defined
in section 3 of ERISA), and no event, transaction or condition has occurred
or exists that could reasonably be expected to result in the incurrence of any
such liability by the Company or any ERISA Affiliate, or in the imposition of
any Lien on any of the rights, properties or assets of the Company or any ERISA
Affiliate, in either case pursuant to Title I or IV of ERISA or to such penalty
or excise tax provisions or to the Pension Funding Rules or section 4068 of
ERISA, other than such liabilities or Liens as would not be individually or in
the aggregate Material.

     

    (b) The
present value of the aggregate benefit liabilities under each of the Plans
subject to Title IV of ERISA (other than Multiemployer Plans), determined as of
the end of such Plan’s most recently ended plan year on the basis of the
actuarial assumptions specified for funding purposes in such Plan’s most recent
actuarial valuation report, did not exceed the aggregate current value of the
assets of such Plan allocable to such benefit liabilities 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.

     

    (c) The
Company and its ERISA Affiliates have not incurred withdrawal liabilities (and
are not subject to contingent withdrawal liabilities) under section 4201 or
4204 of ERISA in respect of Multiemployer Plans that individually or in the
aggregate are Material.

     

    (d) The
expected postretirement benefit obligation (determined as of the last day of the
Company’s most recently ended fiscal year in accordance with Financial
Accounting Standards Board Statement No. 106, without regard to liabilities
attributable to continuation coverage mandated by section 4980B of the
Code) of the Company and its Subsidiaries is not Material or has otherwise been
disclosed in footnote 7 of the Company’s most recent audited financial
statements.

     

    (e) The
execution and delivery of this Agreement and the issuance and sale of the Notes
hereunder will not involve any transaction that is subject to the prohibitions
of section 406 of ERISA or in connection with which a tax could be imposed
pursuant to section 4975(c)(1)(A)-(D) of the Code.  The
representation by the Company to each Purchaser in the first sentence of this
Section 5.12(e) is made in reliance upon and subject to the accuracy of
such Purchaser’s representation in Section 6.2 as to the sources of the
funds used to pay the purchase price of the Notes to be purchased by such
Purchaser.

     

    (f) Neither
the Company nor any Subsidiary maintains any Non-U.S. Pension Plan.

     

    Section
5.13 Private Offering by the
Company.

     

    Neither
the Company nor anyone acting on its behalf has offered the Notes or any similar
Securities for sale to, or solicited any offer to buy any of the same from, or
otherwise approached or negotiated in respect thereof with, any Person other
than the Purchasers and not more than two other Institutional Investors (as
defined in clause (c) of the definition of such term), each of which has been
offered the Notes at a private sale for investment.  Neither the
Company nor anyone acting on its behalf has taken, or will take, any action that
would subject the issuance or sale of the Notes to the registration requirements
of section 5 of the Securities Act or the registration requirements of any
securities or blue sky laws of any applicable jurisdiction.

     

    Section
5.14 Use of Proceeds; Margin
Regulations.

     

    The
Company will apply the proceeds of the sale of the Notes as set forth in
Schedule 5.14.  No part of the proceeds from the sale of the
Notes hereunder will be used, directly or indirectly, for the purpose of buying
or carrying any margin stock within the meaning of Regulation U of the Board of
Governors of the Federal Reserve System (12 CFR 221), or for the purpose of
buying or carrying or trading in any Securities under such circumstances as to
involve the Company in a violation of Regulation X of said Board (12 CFR 224) or
to involve any broker or dealer in a violation of Regulation T of said Board (12
CFR 220).  Margin stock does not constitute more than 5.0% of the
value of the consolidated assets of the Company and its Subsidiaries and the
Company does not have any present intention that margin stock will constitute
more than 5.0% of the value of such assets.  As used in this Section,
the terms “margin stock” and “purpose of buying or carrying” shall have the
meanings assigned to them in said Regulation U.

     

    Section
5.15 Existing Debt; Future
Liens.

     

    (a) Except as
described therein, Schedule 5.15 sets forth a complete and correct list of
all outstanding Debt of the Company and its Subsidiaries as of June 30, 2009
(including a description of the obligors and obligees, principal amount
outstanding and collateral therefor, if any, and Guaranty therefor, if any),
since which date there has been no material change in the amounts, interest
rates, sinking funds, installment payments or maturities of the Debt of the
Company or its Subsidiaries, except to the extent described in such
schedule.  Neither the Company nor any Subsidiary is in default and no
waiver of default is currently in effect, in the payment of any principal or
interest on any Debt of the Company or such Subsidiary and no event or condition
exists with respect to any such Debt of the Company or any Subsidiary that would
permit (or that with notice or the lapse of time, or both, would permit) one or
more Persons to cause such Debt to become due and payable before its stated
maturity or before its regularly scheduled dates of payment.

     

    (b) Except as
disclosed in Schedule 5.15, neither the Company nor any Subsidiary has
agreed or consented to cause or permit in the future (upon the happening of a
contingency or otherwise) any of its property, whether now owned or hereafter
acquired, to be subject to a Lien not permitted by
Section 10.4.

     

    (c) Neither
the Company nor any Subsidiary is a party to, or otherwise subject to any
provision contained in any instrument evidencing Debt of the Company or such
Subsidiary, any agreement relating thereto or any other agreement (including,
but not limited to, its charter or other organizational document) which limits
the amount of, or otherwise imposes restrictions on the incurring of, Debt of
the Company, except as specifically indicated in Schedule 5.15.

     

    Section
5.16 Foreign Assets Control Regulations,
Etc.

     

    (a) Neither
the sale of the Notes by the Company hereunder nor its use of the proceeds
thereof will violate the Trading with the Enemy Act, as amended, or any of the
foreign assets control regulations of the United States Treasury Department (31
CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive
order relating thereto.

     

    (b) Neither
the Company nor any Subsidiary (i) is a Person described or designated in the
Specially Designated Nationals and Blocked Persons List of the Office of Foreign
Assets Control or in section 1 of the Anti-Terrorism Order or (ii) engages in
any dealings or transactions with any such Person.  The Company and
its Subsidiaries are in compliance, in all material respects, with the USA
Patriot Act.

     

    (c) No part
of the proceeds from the sale of the Notes hereunder will be used, directly or
indirectly, for any payments to any governmental official or employee, political
party, official of a political party, candidate for political office, or anyone
else acting in an official capacity, in order to obtain, retain or direct
business or obtain any improper advantage, in violation of the United States
Foreign Corrupt Practices Act of 1977, as amended, assuming in all cases that
such Act applies to the Company.

     

    Section
5.17 Status under Certain
Statutes.

     

    Neither
the Company nor any Subsidiary is subject to regulation under the Investment
Company Act of 1940, as amended, the Public Utility Holding Company Act of 2005,
as amended, the ICC Termination Act of 1995, as amended, or the Federal Power
Act, as amended.

     

    Section
5.18 Notes Rank Pari
Passu.

     

    The
obligations of the Company under this Agreement and the Notes rank at least
pari passu in right of
payment with all other senior unsecured Debt (actual or contingent) of the
Company, including, without limitation, all senior unsecured Debt of the Company
described in Schedule 5.15 hereto.

     

    Section
5.19 Environmental
Matters.

     

    (a) Neither
the Company nor any Subsidiary has knowledge of any claim or has received any
notice of any claim, and no proceeding has been instituted raising any claim
against the Company or any of its Subsidiaries or any of their respective real
properties now or formerly owned, leased or operated by any of them or other
assets, alleging any damage to the environment or violation of any Environmental
Laws, except, in each case, such as could not reasonably be expected to result
in a Material Adverse Effect.

     

    (b) Neither
the Company nor any Subsidiary has knowledge of any facts which would give rise
to any claim, public or private, of violation of Environmental Laws or damage to
the environment emanating from, occurring on or in any way related to real
properties now or formerly owned, leased or operated by any of them or to other
assets or their use, except, in each case, such as could not reasonably be
expected to result in a Material Adverse Effect.

     

    (c) Neither
the Company nor any Subsidiary has stored any Hazardous Materials on real
properties now or formerly owned, leased or operated by any of them and has not
disposed of any Hazardous Materials in a manner contrary to any Environmental
Laws in each case in any manner that could reasonably be expected to result in a
Material Adverse Effect.

     

    (d) All
buildings on all real properties now owned, leased or operated by the Company or
any Subsidiary are in compliance with applicable Environmental Laws, except
where failure to comply could not reasonably be expected to result in a Material
Adverse Effect.

     

    
      	
              SECTION 6.  

            	
              REPRESENTATIONS
      OF THE PURCHASER.

            


    

     

    Section
6.1 Purchase for
Investment.

     

    Each
Purchaser severally represents that it is purchasing the Notes for its own
account or for one or more separate accounts maintained by such Purchaser or for
the account of one or more pension or trust funds and not with a view to the
distribution thereof, provided that the disposition
of such Purchaser’s or their property shall at all times be within such
Purchaser’s or their control.  Each Purchaser understands that the
Notes have not been registered under the Securities Act and may be resold only
if registered pursuant to the provisions of the Securities Act or if an
exemption from registration is available, except under circumstances where
neither such registration nor such an exemption is required by law, and that the
Company is not required to register the Notes.

     

    Section
6.2 Source of Funds.

     

    Each
Purchaser severally represents that at least one of the following statements is
an accurate representation as to each source of funds (a “Source”) to be used by such
Purchaser to pay the purchase price of the Notes to be purchased by such
Purchaser hereunder:

     

    (a) the
Source is an “insurance company general account” (as the term is defined in the
United States Department of Labor’s Prohibited Transaction Exemption (as further
defined in Schedule B, “PTE”) 95-60) in respect of
which the reserves and liabilities (as defined by the annual statement for life
insurance companies approved by the NAIC (the “NAIC Annual Statement”)) for
the general account contract(s) held by or on behalf of any employee benefit
plan together with the amount of the reserves and liabilities for the general
account contract(s) held by or on behalf of any other employee benefit plans
maintained by the same employer (or affiliate thereof as defined in PTE 95-60)
or by the same employee organization in the general account do not exceed 10% of
the total reserves and liabilities of the general account (exclusive of separate
account liabilities) plus surplus as set forth in the NAIC Annual Statement
filed with such Purchaser’s state of domicile; or

     

    (b) the
Source is a separate account that is maintained solely in connection with such
Purchaser’s fixed contractual obligations under which the amounts payable, or
credited, to any employee benefit plan (or its related trust) that has any
interest in such separate account (or to any participant or beneficiary of such
plan (including any annuitant)) are not affected in any manner by the investment
performance of the separate account; or

     

    (c) the
Source is either (i) an insurance company pooled separate account, within
the meaning of PTE 90-1, or (ii) a bank collective investment fund, within
the meaning of PTE 91-38 and, except as disclosed by such Purchaser to the
Company in writing pursuant to this clause (c), no employee benefit plan or
group of plans maintained by the same employer or employee organization
beneficially owns more than 10% of all assets allocated to such pooled separate
account or collective investment fund; or

     

    (d) the
Source constitutes assets of an “investment fund” (within the meaning of Part V
of PTE 84-14 (the “QPAM
Exemption”)) managed by a “qualified professional asset manager” or
“QPAM” (within the meaning of Part V of the QPAM Exemption), no employee benefit
plan’s assets that are included in such investment fund, when combined with the
assets of all other employee benefit plans established or maintained by the same
employer or by an affiliate (within the meaning of section V(c)(1) of the
QPAM Exemption) of such employer or by the same employee organization and
managed by such QPAM, exceed 20% of the total client assets managed by such
QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied,
neither the QPAM nor a person controlling or controlled by the QPAM (applying
the definition of “control” in section V(e) of the QPAM Exemption) owns a
5% or more interest in the Company and (i) the identity of such QPAM and
(ii) the names of all employee benefit plans whose assets are included in
such investment fund have been disclosed to the Company in writing pursuant to
this clause (d); or

     

    (e) the
Source constitutes assets of a “plan(s)” (within the meaning of section IV of
PTE 96-23 (the “INHAM
Exemption”)) managed by an “in-house asset manager” or “INHAM” (within
the meaning of Part IV of the INHAM Exemption), the conditions of Part I(a), (g)
and (h) of the INHAM Exemption are satisfied, neither the INHAM nor a person
controlling or controlled by the INHAM (applying the definition of “control” in
section IV(d) of the INHAM Exemption) owns a 5% or more interest in the Company
and (i) the identity of such INHAM and (ii) the name(s) of the employee benefit
plan(s) whose assets constitute the Source have been disclosed to the Company in
writing pursuant to this clause (e); or

     

    (f) the
Source is a governmental plan; or

     

    (g) the
Source is one or more employee benefit plans, or a separate account or trust
fund comprised of one or more employee benefit plans, each of which has been
identified to the Company in writing pursuant to this clause (g);
or

     

    (h) the
Source does not include assets of any employee benefit plan (within the meaning
of ERISA) or plan (within the meaning of section 4975 of the Code), other than
an employee benefit plan or plan exempt from the coverage of ERISA and section
4975 of the Code.

     

     

    As used
in this Section 6.2, the terms “employee benefit plan,” “governmental
plan,” and “separate account” shall have the respective meanings assigned to
such terms in section 3 of ERISA.

     

    
      	
              SECTION 7.  

            	
              INFORMATION
      AS TO THE COMPANY.

            


    

     

    Section
7.1 Financial and Business
Information.

     

    The
Company shall deliver to each holder of Notes that is an Institutional
Investor:

     

    (a) Quarterly Statements - within
60 days (or such shorter period as is 15 days greater than the period applicable
to the filing of the Company’s Quarterly Report of Form 10-Q (the “Form 10-Q”) with the SEC)
after the end of each quarterly fiscal period in each fiscal year of the Company
(other than the last quarterly fiscal period of each such fiscal year),
duplicate copies of:

     

    (1) a
consolidated balance sheet of the Company and its Subsidiaries as at the end of
such quarter, and

     

    (2) consolidated
statements of income, changes in shareholders’ equity and cash flows of the
Company and its Subsidiaries for such quarter and (in the case of the second and
third quarters) for the portion of the fiscal year ending with such
quarter,

     

    setting
forth in each case in comparative form the figures for the corresponding periods
in the previous fiscal year, all in reasonable detail, prepared in accordance
with GAAP applicable to quarterly financial statements generally, and certified
by a Senior Financial Officer as fairly presenting, in all material respects,
the financial position of the companies being reported on and their results of
operations and cash flows, subject to changes resulting from year-end
adjustments, provided
that delivery within the time period specified above of copies of the Company’s
Form 10-Q prepared in compliance with the requirements therefor and filed with
the SEC shall be deemed to satisfy the requirements of this Section 7.1(a),
provided, further, that
the Company shall be deemed to have made such delivery of such Form 10-Q if it
shall have timely made such Form 10-Q available on “EDGAR” and on its home page
on the worldwide web (at the date of this Agreement located
at:  http//www.meredith.com) and shall have given each Purchaser prior
notice of such availability on EDGAR and on its home page in connection with
each delivery (such availability and notice thereof being referred to as “Electronic
Delivery”);

     

    (b) Annual Statements - within
105 days (or such shorter period as is 15 days greater than the period
applicable to the filing of the Company’s Annual Report on Form 10-K (the “Form 10-K”) with the SEC)
after the end of each fiscal year of the Company, duplicate copies
of:

     

    (1) a
consolidated balance sheet of the Company and its Subsidiaries, as at the end of
such year, and

     

    (2) consolidated
statements of income, changes in shareholders’ equity and cash flows of the
Company and its Subsidiaries, for such year,

     

    setting
forth in each case in comparative form the figures for the previous fiscal year,
all in reasonable detail, prepared in accordance with GAAP, and accompanied
by:

     

    (A)           an
opinion thereon of independent public accountants of recognized national
standing, which opinion shall state that such financial statements present
fairly, in all material respects, the financial position of the companies being
reported upon and their results of operations and cash flows and have been
prepared in conformity with GAAP, and that the examination of such accountants
in connection with such financial statements has been made in accordance with
generally accepted auditing standards, and that such audit provides a reasonable
basis for such opinion in the circumstances, and

     

    (B)           a
certificate of such accountants stating that they have reviewed this Agreement
and stating further whether, in making their audit, they have become aware of
any condition or event that then constitutes a Default or an Event of Default,
and, if they are aware that any such condition or event then exists, specifying
the nature and period of the existence thereof (it being understood that such
accountants shall not be liable, directly or indirectly, for any failure to
obtain knowledge of any Default or Event of Default unless such accountants
should have obtained knowledge thereof in making an audit in accordance with
generally accepted auditing standards or did not make such an
audit),

     

    provided that the delivery
within the time period specified above of the Company’s Form 10-K for such
fiscal year (together with the Company’s annual report to shareholders, if any,
prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance
with the requirements therefor and filed with the SEC, together with the
accountant’s certificate described in clause (B) above (the “Accountants’ Certificate”),
shall be deemed to satisfy the requirements of this Section 7.1(b),
provided, further, that
the Company shall be deemed to have made such delivery of such Form 10-K if it
shall have timely made Electronic Delivery thereof, in which event the Company
shall separately deliver, concurrently with such Electronic Delivery, the
Accountants’ Certificate;

     

    (c) SEC and Other Reports -
promptly upon their becoming available, one copy of (i) each financial
statement, report, notice or proxy statement sent by the Company or any
Subsidiary to its principal lending banks as a whole (excluding information sent
to such banks in the ordinary course of administration of a bank facility, such
as information relating to pricing and borrowing availability) or to its public
Securities holders generally, and (ii) each regular or periodic report,
each registration statement (without exhibits except as expressly requested by
such holder), and each prospectus and all amendments thereto filed by the
Company or any Subsidiary with the SEC and of all press releases and other
statements made available generally by the Company or any Subsidiary to the
public concerning developments that are Material;

     

    (d) Notice of Default or Event of
Default - promptly, and in any event within five days after a Responsible
Officer becoming aware of the existence of any Default or Event of Default or
that any Person has given any notice or taken any action with respect to a
claimed default hereunder or that any Person has given any notice or taken any
action with respect to a claimed default of the type referred to in
Section 11(f), a written notice specifying the nature and period of
existence thereof and what action the Company is taking or proposes to take with
respect thereto;

     

    (e) ERISA Matters - promptly, and
in any event within five days after a Responsible Officer becoming aware of any
of the following, a written notice setting forth the nature thereof and the
action, if any, that the Company or an ERISA Affiliate proposes to take with
respect thereto:

     

    (1) with
respect to any Plan, any reportable event, as defined in section 4043(c) of
ERISA and the regulations thereunder, for which notice thereof has not been
waived pursuant to such regulations as in effect on the date hereof;
or

     

    (2) the
taking by the PBGC of steps to institute, or the threatening by the PBGC of the
institution of, proceedings under section 4042 of ERISA for the termination
of, or the appointment of a trustee to administer, any Plan, or the receipt by
the Company or any ERISA Affiliate of a notice from a Multiemployer Plan that
such action has been taken by the PBGC with respect to such Multiemployer Plan;
or

     

    (3) any
event, transaction or condition that could result in the incurrence of any
liability by the Company or any ERISA Affiliate pursuant to Title I or IV of
ERISA or the penalty or excise tax provisions of the Code relating to employee
benefit plans, or in the imposition of any Lien on any of the rights, properties
or assets of the Company or any ERISA Affiliate pursuant to Title I or IV of
ERISA, the Pension Funding Rules, or such penalty or excise tax provisions, if
such liability or Lien, taken together with any other such liabilities or Liens
then existing, could reasonably be expected to have a Material Adverse
Effect;

     

    (f) Notices from Governmental
Authority - promptly, and in any event within 30 days of receipt thereof,
copies of any notice to the Company or any Subsidiary from any federal or state
Governmental Authority relating to any order, ruling, statute or other law or
regulation that could reasonably be expected to have a Material Adverse Effect;
and

     

    (g) Requested Information — with
reasonable promptness, such other data and information relating to the business,
operations, affairs, financial condition, assets or properties of the Company or
any of its Subsidiaries (including, but without limitation, actual copies of the
Company’s Form 10-Q and Form 10-K) or relating to the ability of the Company to
perform its obligations hereunder and under the Notes as from time to time may
be reasonably requested by any such holder of Notes.

     

    Section
7.2 Officer’s
Certificate.

     

    Each set
of financial statements delivered to a holder of Notes pursuant to
Section 7.1(a) or Section 7.1(b) shall be accompanied by a certificate
of a Senior Financial Officer setting forth (which, in the case of Electronic
Delivery of any such financial statements, shall be by separate concurrent
delivery of such certificate to each holder of Notes):

     

    (a) Covenant Compliance - the
information (including detailed calculations) required in order to establish
whether the Company was in compliance with the requirements of Section 10.2
through Section 10.6 hereof, inclusive, during the quarterly or annual
period covered by the statements then being furnished (including with respect to
each such Section, where applicable, the calculations of the maximum or minimum
amount, ratio or percentage, as the case may be, permissible under the terms of
such Sections, and the calculation of the amount, ratio or percentage then in
existence); and

     

    (b) Event of Default - a
statement that such Senior Financial Officer has reviewed the relevant terms
hereof and has made, or caused to be made, under his or her supervision, a
review of the transactions and conditions of the Company and its Subsidiaries
from the beginning of the quarterly or annual period covered by the statements
then being furnished to the date of the certificate and that such review shall
not have disclosed the existence during such period of any condition or event
that constitutes a Default or an Event of Default or, if any such condition or
event existed or exists (including, without limitation, any such event or
condition resulting from the failure of the Company or any Subsidiary to comply
with any Environmental Law), specifying the nature and period of existence
thereof and what action the Company shall have taken or proposes to take with
respect thereto.

     

    Section
7.3 Visitation.

     

    The
Company shall permit the representatives of each holder of Notes that is an
Institutional Investor:

     

    (a) No Default - if no Default or
Event of Default then exists, at the expense of such holder and upon reasonable
prior notice to the Company, to visit the principal executive office of the
Company, to discuss the affairs, finances and accounts of the Company and its
Subsidiaries with the Company’s officers, and (with the consent of the Company,
which consent will not be unreasonably withheld) its independent public
accountants, and (with the consent of the Company, which consent will not be
unreasonably withheld) to visit the other offices and properties of the Company
and each Subsidiary, all at such reasonable times and as often as may be
reasonably requested in writing, but not more frequently than twice in any
twelve month period; and

     

    (b) Default - if a Default or
Event of Default then exists, at the expense of the Company, to visit and
inspect any of the offices or properties of the Company or any Subsidiary, to
examine all their respective books of account, records, reports and other
papers, to make copies and extracts therefrom, and to discuss their respective
affairs, finances and accounts with their respective officers and independent
public accountants (and by this provision the Company authorizes said
accountants to discuss the affairs, finances and accounts of the Company and its
Subsidiaries), all at such times and as often as may be requested.

     

    
      	
              SECTION 8.  

            	
              PAYMENT
      AND PREPAYMENT OF THE NOTES.

            


    

     

    Section
8.1 Required Payment.

     

    (a) Series L
Notes.  The Series L Notes shall not be subject to scheduled
principal prepayments.  The entire unpaid principal amount of the
Series L Notes shall be paid by the Company on July 13, 2013 at par, together
with accrued interest thereon, but without payment of the Make-Whole Amount or
any premium.

     

    (b) Series M
Notes.  The Series M Notes shall not be subject to scheduled
principal prepayments.  The entire unpaid principal amount of the
Series M Notes shall be paid by the Company on July 13, 2014 at par, together
with accrued interest thereon, but without payment of the Make-Whole Amount or
any premium.

     

    Section
8.2 Optional Prepayments with Make-Whole
Amount.

     

    The
Company may, at its option, upon notice as provided below, prepay at any time
all, or from time to time any part of, any Series of Notes (if no Event of
Default then exists) or the Notes without regard to Series (if an Event of
Default then exists), in an amount not less than 10% of the aggregate principal
amount of the Notes then outstanding (or the entire outstanding amount of any
Series being prepaid in full if such amount is less than 10% of the aggregate
principal amount of the Notes then outstanding) in the case of a partial
prepayment, at 100% of the principal amount so prepaid, together with interest
accrued thereon to the date of such prepayment, and the Make-Whole Amount
determined for the prepayment date with respect to such principal
amount.  The Company will give each holder of Notes written notice of
each optional prepayment under this Section 8.2 not less than 30 days and
not more than 60 days prior to the date fixed for such
prepayment.  Each such notice shall specify such date, the aggregate
principal amount and the Series of the Notes to be prepaid on such date, the
principal amount of each Note held by such holder to be prepaid (determined in
accordance with Section 8.4), and the interest to be paid on the prepayment
date with respect to such principal amount being prepaid, and shall be
accompanied by a certificate of a Senior Financial Officer as to the estimated
Make-Whole Amount due in connection with such prepayment (calculated as if the
date of such notice were the date of the prepayment), setting forth the details
of such computation.  Two Business Days prior to such prepayment, the
Company shall deliver to each holder of Notes of the Series to be prepaid a
certificate of a Senior Financial Officer specifying the calculation of such
Make-Whole Amount as of the specified prepayment date.

     

    Section
8.3 Change in
Control.

     

    (a) Notice of Change in Control or
Control Event.  The Company will, within five Business Days
after any Responsible Officer has knowledge of the occurrence of any Change in
Control or Control Event, give written notice of such Change in Control or
Control Event to each holder of Notes unless notice in respect of such Change in
Control (or the Change in Control contemplated by such Control Event) shall have
been given pursuant to subparagraph (b) of this Section 8.3.  If a
Change in Control has occurred, such notice shall contain and constitute an
offer to prepay the Notes, on a pro rata basis in respect of all Notes of all
Series outstanding at such time, as described in subparagraph (c) of this
Section 8.3 and shall be accompanied by the certificate described in
subparagraph (g) of this Section 8.3.

     

    (b) Condition to Company
Action.  The Company will not take any action that consummates
or finalizes a Change in Control unless (i) at least 30 days prior to such
action it shall have given to each holder of Notes written notice containing and
constituting an offer to prepay the Notes, on a pro rata basis in respect of
all Notes of all Series outstanding at such time, as described in
subparagraph (c) of this Section 8.3, accompanied by the certificate
described in subparagraph (g) of this Section 8.3, and
(ii) contemporaneously with such action, it prepays all Notes required to
be prepaid in accordance with this Section 8.3.

     

    (c) Offer to Prepay
Notes.  The offer to prepay Notes contemplated by subparagraphs
(a) and (b) of this Section 8.3 shall be an offer to prepay, in accordance
with and subject to this Section 8.3, all, but not less than all, of the
Notes of each Series held by each holder (in this case only, “holder” in respect of any Note
registered in the name of a nominee for a disclosed beneficial owner shall mean
such beneficial owner) on a date specified in such offer (the “Proposed Prepayment
Date”).  If such Proposed Prepayment Date is in connection with
an offer contemplated by subparagraph (a) of this Section 8.3, such date
shall be not less than 30 days and not more than 120 days after the
date of such offer (if the Proposed Prepayment Date shall not be specified in
such offer, the Proposed Prepayment Date shall be the first Business Day after
the 45th day after the date of such offer).

     

    (d) Acceptance.  A
holder of Notes may accept the offer to prepay made pursuant to this Section 8.3
by causing a notice of such acceptance to be delivered to the Company not later
than 15 days after receipt by such holder of the most recent offer of
prepayment.  A failure by a holder of Notes to respond to an offer to
prepay made pursuant to this Section shall be deemed to constitute a rejection
of such offer by such holder.

     

    (e) Prepayment.  Prepayment
of the Notes to be prepaid pursuant to this Section 8.3 shall be at 100% of
the principal amount of such Notes, together with interest on such Notes accrued
to the date of prepayment.  The prepayment shall be made on the
Proposed Prepayment Date except as provided in subparagraph (f) of this Section
8.3.

     

    (f) Deferral Pending Change in
Control.  The obligation of the Company to prepay Notes
pursuant to the offers required by subparagraph (c) and accepted in
accordance with subparagraph (d) of this Section 8.3 is subject to the
occurrence of the Change in Control in respect of which such offers and
acceptances shall have been made.  In the event that such Change in
Control has not occurred on the Proposed Prepayment Date in respect thereof, the
prepayment shall be deferred until, and shall be made on, the date on which such
Change in Control occurs.  The Company shall keep each holder of Notes
reasonably and timely informed of (i) any such deferral of the date of
prepayment, (ii) the date on which such Change in Control and the
prepayment are expected to occur, and (iii) any determination by the
Company that efforts to effect such Change in Control have ceased or been
abandoned (in which case the offers and acceptances made pursuant to this
Section 8.3 in respect of such Change in Control shall be deemed
rescinded).

     

    (g) Officer’s
Certificate.  Each offer to prepay the Notes pursuant to this
Section 8.3 shall be accompanied by a certificate, executed by a Senior
Financial Officer of the Company and dated the date of such offer, specifying:
(i) the Proposed Prepayment Date; (ii) that such offer is made
pursuant to this Section 8.3; (iii) the principal amount and Series of
each Note offered to be prepaid; (iv) the interest that would be due on
each Note offered to be prepaid, accrued to the Proposed Prepayment Date;
(v) that the conditions of this Section 8.3 have been fulfilled; and
(vi) in reasonable detail, the nature and date or proposed date of the
Change in Control.

     

    (h) Certain
Definitions.  “Change in Control” shall be
deemed to have occurred if any person (as such term is used in
section 13(d) and section 14(d)(2) of the Exchange Act as in effect on
the date of the Closing) or related persons constituting a group (as such term
is used in Rule 13d-5 under the Exchange Act as in effect on the date of
the Closing), other than members of the Meredith Family,

     

    (1)           become
the “beneficial owners” (as such term is used in Rule 13d-3 under the
Exchange Act as in effect on the date of the Closing), directly or indirectly,
of more than 50% of the total voting power of all classes then outstanding of
the Company’s Voting Stock, or

     

    (2)           acquire
after the date of the Closing (x) the power to elect, appoint or cause the
election or appointment of at least a majority of the members of the board of
directors of the Company, through beneficial ownership of the capital stock of
the Company or otherwise, or (y) all or substantially all of the properties and
assets of the Company.

     

    “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.

     

    All
calculations contemplated in this Section 8.3 involving the capital stock
of any Person shall be made with the assumption that all convertible Securities
of such Person then outstanding and all convertible Securities issuable upon the
exercise of any warrants, options and other rights outstanding at such time were
converted at such time and that all options, warrants and similar rights to
acquire shares of capital stock of such Person were exercised at such
time.

     

    Section
8.4 Allocation of Partial
Prepayments.

     

    In the
case of each partial prepayment of the Notes pursuant to Section 8.2, the
principal amount of the Notes to be prepaid shall be allocated among all such
Notes being prepaid at the time outstanding in proportion, as nearly as
practicable, to the respective unpaid principal amounts thereof not theretofore
called for prepayment.  All partial prepayments made pursuant to
Section 8.3 shall be applied only to the Notes of the holders who have
elected to participate in such prepayment.

     

    Section
8.5 Maturity; Surrender,
Etc.

     

    In the
case of each prepayment of Notes pursuant to this Section 8, the principal
amount of each Note to be prepaid shall mature and become due and payable on the
date fixed for such prepayment (which shall be a Business Day), together with
interest on such principal amount accrued to such date and the applicable
Make-Whole Amount, if any.  From and after such date, unless the
Company shall fail to pay such principal amount when so due and payable,
together with the interest and Make-Whole Amount, if any, as aforesaid, interest
on such principal amount shall cease to accrue.  Any Note paid or
prepaid in full shall be surrendered to the Company and cancelled and shall not
be reissued, and no Note shall be issued in lieu of any prepaid principal amount
of any Note.

     

    Section
8.6 Purchase of
Notes.

     

    The
Company will not and will not permit any Affiliate to purchase, redeem, prepay
or otherwise acquire, directly or indirectly, any of the outstanding Notes
except (a) upon the payment or prepayment of the Notes in accordance with
the terms of this Agreement and the Notes or (b) pursuant to an offer to
purchase made by the Company or an Affiliate pro rata to the holders of all
Notes at the time outstanding upon the same terms and conditions.  Any
such offer shall provide each holder with sufficient information to enable it to
make an informed decision with respect to such offer, and shall remain open for
at least 30 days.  If the holders of more than 50% of the principal
amount of the Notes then outstanding accept such offer, the Company shall
promptly notify the remaining holders of such fact and the expiration date for
the acceptance by holders of Notes of such offer shall be extended by the number
of days necessary to give each such remaining holder at least 15 days from its
receipt of such notice to accept such offer.  The Company will
promptly cancel all Notes acquired by it or any Affiliate pursuant to any
payment, prepayment or purchase of Notes pursuant to any provision of this
Agreement and no Notes may be issued in substitution or exchange for any such
Notes.

     

    Section
8.7 Make-Whole
Amount.

     

    The term
“Make-Whole Amount”
means, with respect to any Note of any Series, an amount equal to the excess, if
any, of the Discounted Value of the Remaining Scheduled Payments with respect to
the Called Principal of such Note of such Series over the amount of such Called
Principal, provided
that the Make-Whole Amount may in no event be less than
zero.  For the purposes of determining the Make-Whole Amount, the
following terms have the following meanings:

     

    “Called Principal” means, with
respect to any Note of any Series, the principal of such Note that is to be
prepaid pursuant to Section 8.2 or has become or is declared to be
immediately due and payable pursuant to Section 12.1, as the context
requires.

     

    “Discounted Value” means, with
respect to the Called Principal of any Note of any Series, the amount obtained
by discounting all Remaining Scheduled Payments with respect to such Called
Principal from their respective scheduled due dates to the Settlement Date with
respect to such Called Principal, in accordance with accepted financial practice
and at a discount factor (applied on the same periodic basis as that on which
interest on such Series of the Notes is payable) equal to the Reinvestment Yield
with respect to such Called Principal.

     

    “Reinvestment Yield” means,
with respect to the Called Principal of any Note of any Series, the sum of (a)
0.50% per annum plus (b) the yield to maturity implied by (i) the yields
reported, as of 10:00 a.m. (New York City time) on the second Business Day
preceding the Settlement Date with respect to such Called Principal, on the
display designated as “Page PX1” (or such other display as may replace Page
PX1) on Bloomberg Financial Markets for the most recently issued actively traded
U.S. Treasury securities having a maturity equal to the Remaining Average Life
of such Called Principal as of such Settlement Date, or (ii) if such yields
are not reported as of such time or the yields reported as of such time are not
ascertainable (including by way of interpolation), the Treasury Constant
Maturity Series Yields reported, for the latest day for which such yields have
been so reported as of the second Business Day preceding the Settlement Date
with respect to such Called Principal, in Federal Reserve Statistical Release
H.15 (519) (or any comparable successor publication) for actively traded U.S.
Treasury securities having a constant maturity equal to the Remaining Average
Life of such Called Principal as of such Settlement Date.  Such
implied yield will be determined, if necessary, by (1) converting U.S.
Treasury bill quotations to bond-equivalent yields in accordance with accepted
financial practice and (2) interpolating linearly between (A) the
actively traded U.S. Treasury security with the maturity closest to and greater
than such Remaining Average Life and (B) the actively traded U.S. Treasury
security with the maturity closest to and less than such Remaining Average
Life.  The Reinvestment Yield shall be rounded to the number of
decimal places as appears in the interest rate of the applicable
Note.

     

    “Remaining Average Life” means,
with respect to any Called Principal of any Series of Notes, the number of years
(calculated to the nearest one-twelfth year) obtained by dividing (i) such
Called Principal into (ii) the sum of the products obtained by multiplying
(a) the principal component of each Remaining Scheduled Payment with
respect to such Called Principal by (b) the number of years (calculated to
the nearest one-twelfth year) that will elapse between the Settlement Date with
respect to such Called Principal and the scheduled due date of such Remaining
Scheduled Payment.

     

    “Remaining Scheduled Payments”
means, with respect to the Called Principal of any Series of Notes, all payments
of such Called Principal and interest thereon that would be due after the
Settlement Date with respect to such Called Principal if no payment of such
Called Principal were made prior to its scheduled due date, provided that if such
Settlement Date is not a date on which interest payments are due to be made
under the terms of the Notes of such Series, then the amount of the next
succeeding scheduled interest payment will be reduced by the amount of interest
accrued to such Settlement Date and required to be paid on such Settlement Date
pursuant to Section 8.2 or 12.1.

     

    “Settlement Date” means, with
respect to the Called Principal of any Note, the date on which such Called
Principal is to be prepaid pursuant to Section 8.2 or has become or is
declared to be immediately due and payable pursuant to Section 12.1, as the
context requires.

     

    
      	
              SECTION 9.  

            	
              AFFIRMATIVE
      COVENANTS.

            


    

     

    The
Company covenants that so long as any of the Notes are outstanding:

     

    Section
9.1 Compliance with
Law.

     

    Without
limiting Section 10.9, the Company will, and will cause each of its Subsidiaries
to, comply with all laws, ordinances or governmental rules or regulations to
which each of them is subject, including, without limitation, ERISA, the USA
Patriot Act, and applicable laws in respect of Non-U.S. Pension Plans and all
Environmental Laws, and will obtain and maintain in effect all licenses,
certificates, permits, franchises and other governmental authorizations
necessary to the ownership of their respective properties or to the conduct of
their respective businesses, in each case to the extent necessary to ensure that
non-compliance with such laws, ordinances or governmental rules or regulations
or failures to obtain or maintain in effect such licenses, certificates,
permits, franchises and other governmental authorizations could not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.

     

    Section
9.2 Insurance.

     

    The
Company will, and will cause each of its Subsidiaries to, maintain, with
financially sound and reputable insurers, insurance with respect to their
respective properties and businesses against such casualties and contingencies,
of such types, on such terms and in such amounts (including deductibles,
co-insurance and self-insurance, if adequate reserves are maintained with
respect thereto) as is customary in the case of entities of established
reputations engaged in the same or a similar business and similarly
situated.

     

    Section
9.3 Maintenance of
Properties.

     

    The
Company will, and will cause each of its Subsidiaries to, maintain and keep, or
cause to be maintained and kept, their respective properties in good repair,
working order and condition (other than ordinary wear and tear), so that the
business carried on in connection therewith may be properly conducted at all
times; provided that
this Section shall not prevent the Company or any Subsidiary from discontinuing
the operation and the maintenance of any of its properties if such
discontinuance is desirable in the conduct of its business and the Company has
concluded that such discontinuance could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.

     

    Section
9.4 Payment of Taxes and
Claims.

     

    The
Company will, and will cause each of its Subsidiaries to, file all tax returns
required to be filed in any jurisdiction and to pay and discharge all taxes
shown to be due and payable on such returns and all other taxes, assessments,
governmental charges, or levies imposed on them or any of their properties,
assets, income or franchises, to the extent the same have become due and payable
and before they have become delinquent and all claims for which sums have become
due and payable that have or might become a Lien on properties or assets of the
Company or any Subsidiary, provided that neither the
Company nor any Subsidiary need pay any such tax, assessment, charge, levy or
claim if (i) the amount, applicability or validity thereof is contested by
the Company or such Subsidiary on a timely basis in good faith and in
appropriate proceedings, and the Company or a Subsidiary has established
adequate reserves therefor in accordance with GAAP on the books of the Company
or such Subsidiary or (ii) the nonpayment of all such taxes, assessments,
charges, levies and claims in the aggregate could not reasonably be expected to
have a Material Adverse Effect.

     

    Section
9.5 Corporate Existence,
Etc.

     

    Subject
to Section 10.5, the Company will at all times preserve and keep in full force
and effect its corporate existence.  Subject to Section 10.5, the
Company will at all times preserve and keep in full force and effect the
corporate existence of each of its Subsidiaries (unless merged into the Company
or a Wholly-Owned Subsidiary) and all rights and franchises of the Company and
its Subsidiaries unless, in the good faith judgment of the Company, the
termination of or failure to preserve and keep in full force and effect such
corporate existence, right or franchise could not, individually or in the
aggregate, reasonably be expected to have a Material Adverse
Effect.

     

    Section
9.6 Notes to Rank Pari
Passu.

     

    The Notes
and all other obligations under this Agreement of the Company are and at all
times shall remain direct and unsecured obligations of the Company ranking pari passu as against the
assets of the Company with all other Notes from time to time issued and
outstanding hereunder without any preference among themselves and pari passu with all other
present and future unsecured Debt (actual or contingent) of the Company which is
not expressed to be subordinate or junior in rank to any other unsecured Debt of
the Company.

     

    Section
9.7 Books and
Records.

     

    The
Company will, and will cause each of its Subsidiaries to, maintain proper books
of record and account in conformity with GAAP and all applicable requirements of
any Governmental Authority having legal or regulatory jurisdiction over the
Company or such Subsidiary, as the case may be.

     

    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.

     

    
      	
              SECTION 10.  

            	
              NEGATIVE
      COVENANTS.

            


    

     

    The
Company covenants that so long as any of the Notes are outstanding:

     

    Section
10.1 Transactions with
Affiliates.

     

    The
Company will not and will not permit any Subsidiary to enter into directly or
indirectly any Material transaction or Material group of related transactions
(including without limitation the purchase, lease, sale or exchange of
properties of any kind or the rendering of any service) with any Affiliate
(other than the Company or another Subsidiary), except in the ordinary course
and pursuant to the reasonable requirements of the Company’s or such
Subsidiary’s business and upon fair and reasonable terms no less favorable to
the Company or such Subsidiary than would be obtainable in a comparable
arm’s-length transaction with a Person not an Affiliate.

     

    Section
10.2 Interest Coverage
Ratio.

     

    The
Company will not at any time permit the ratio of (a) Consolidated EBITDA to
(b) Consolidated Interest Expense for each period of four consecutive
fiscal quarters to be less than 2.75 to 1.0.

     

    Section
10.3 Limitations on
Debt.

     

    (a) The
Company will not at any time permit the ratio of (i) Consolidated Total
Debt at such time to (ii) Consolidated EBITDA for the period of the four
consecutive fiscal quarters then most recently ended to exceed 3.75 to
1.0.  The maximum amount of Consolidated Total Debt permitted pursuant
to the terms of this Section 10.3(a) is hereafter referred to as “Maximum Permitted Total
Debt”.

     

    (b) The
Company will not at any time permit Priority Debt to exceed an amount equal to
25% of Maximum Permitted Total Debt.

     

    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.

     

    Section
10.5 Mergers, Consolidations and Sales of
Assets.

     

    (a) The
Company will not, and will not permit any of its Subsidiaries to, consolidate
with or be a party to a merger with any other Person, or sell, lease or
otherwise dispose of all or substantially all of its assets; provided that:

     

    (1) any
Subsidiary may merge or consolidate with or into the Company or any Subsidiary
so long as in (i) any merger or consolidation involving the Company, the Company
shall be the surviving or continuing corporation, and (ii) any merger or
consolidation involving a Wholly-Owned Subsidiary (and not the Company), the
Wholly-Owned Subsidiary shall be the surviving or continuing
Person;

     

    (2) the
Company may consolidate or merge with or into any other corporation if
(i) the corporation which results from such consolidation or merger (the
“surviving corporation”)
is organized under the laws of any state of the United States or the District of
Columbia, (ii) the due and punctual payment of the principal of and
premium, if any, and interest on all of the Notes, according to their tenor, and
the due and punctual performance and observation of all of the covenants in the
Notes and this Agreement to be performed or observed by the Company are
expressly assumed in writing by the surviving corporation and the surviving
corporation shall furnish to the holders of the Notes an opinion of counsel
satisfactory to the Required Holders to the effect that the instrument of
assumption has been duly authorized, executed and delivered and constitutes the
legal, valid and binding contract and agreement of the surviving corporation
enforceable in accordance with its terms, except as enforcement of such terms
may be limited by bankruptcy, insolvency, reorganization, moratorium and similar
laws affecting the enforcement of creditors’ rights generally and by general
equitable principles, (iii) at the time of such consolidation or merger and
immediately after giving effect thereto, no Default or Event of Default would
exist, and (iv) the Company or such surviving corporation shall have complied
with all obligations under this Agreement with respect to any Change in Control
resulting from such transaction;

     

    (3) the
Company may sell or otherwise dispose of all or substantially all of its assets
to any Person for consideration which represents the fair market value of such
assets (as determined in good faith by the Board of Directors of the Company) at
the time of such sale or other disposition if (i) the Person which is
acquiring all or substantially all of the assets of the Company is a corporation
organized under the laws of any state of the United States or the District of
Columbia, (ii) the due and punctual payment of the principal of and
premium, if any, and interest on all the Notes, according to their tenor, and
the due and punctual performance and observance of all of the covenants in the
Notes and in this Agreement to be performed or observed by the Company are
expressly assumed in writing by the acquiring corporation and the acquiring
corporation shall furnish to the holders of the Notes an opinion of counsel
satisfactory to the Required Holders to the effect that the instrument of
assumption has been duly authorized, executed and delivered and constitutes the
legal, valid and binding contract and agreement of such acquiring corporation
enforceable in accordance with its terms, except as enforcement of such terms
may be limited by bankruptcy, insolvency, reorganization, moratorium and similar
laws affecting the enforcement of creditors’ rights generally and by general
equitable principles, (iii) at the time of such sale or disposition and
immediately after giving effect thereto, no Default or Event of Default would
exist, and (iv) the Company or such acquiring corporation shall have complied
with all obligations under this Agreement with respect to any Change in Control
resulting from such transaction; and

     

    (4) the
Company or any Subsidiary may sell or otherwise dispose of assets as part of any
Permitted Receivables Transaction so long as the aggregate amount of Priority
Debt (including Receivables Facility Attributed Indebtedness) does not exceed
25% of Maximum Permitted Total Debt.

     

    (b) The
Company will not, and will not permit any of its Subsidiaries to, sell, lease,
transfer, abandon or otherwise dispose of assets (except assets sold in the
ordinary course of business for fair market value and except as provided in
Section 10.5 (a)(3)); provided that the foregoing
restrictions do not apply to:

     

    (1) (i) the
sale, lease, transfer or other disposition of assets of a Subsidiary to the
Company or another Subsidiary or by the Company to a Wholly-Owned Subsidiary or
(ii) the sale, lease, transfer or other disposition of assets (valued at net
book value) of the Company to another Subsidiary not to exceed in any 12-month
period 10% of Consolidated Total Assets as of the last day of the fiscal quarter
immediately preceding such sale, lease, transfer or other disposition;
or

     

    (2) the sale
or other disposition of assets as part of any Permitted Receivables Transaction
so long as the aggregate amount of Priority Debt (including Receivables Facility
Attributed Indebtedness) does not exceed 25% of Maximum Permitted Total Debt;
or

     

    (3) the sale
of inventory in the ordinary course of business; or

     

    (4) the sale
of assets for cash or other property to a Person or Persons other than an
Affiliate if all of the following conditions are met:

     

    (i)           such
assets (valued at net book value) do not, together with all other assets of the
Company and its Subsidiaries previously disposed of during the immediately
preceding 36 calendar month period (other than in the ordinary course of
business), exceed 30% of the average of Consolidated Total Assets as of the last
day of each of the 12 consecutive fiscal quarters then most recently
ended;

     

    (ii)           in
the opinion of the Board of Directors of the Company, the sale is for fair value
and is in the best interests of the Company and its Subsidiaries;
and

     

    (iii)           immediately
after the consummation of the transaction and after giving effect thereto, no
Default or Event of Default would exist;

     

    provided, however, that for
purposes of the foregoing calculation, there shall not be included any assets
the proceeds of which were or are applied either (A) within 12 months
before or 12 months after the effective date of such asset disposition to the
acquisition of assets useful and intended to be used in the operation of the
business of the Company and its Subsidiaries as described in Section 10.8 and
having a fair market value (as determined in good faith by the Board of
Directors of the Company) at least equal to that of the assets so disposed of or
(B) within 180 days after the effective date of such asset disposition to
the prepayment at any applicable prepayment premium of all Senior Debt of the
Company on a pro rata basis (other than (x) Senior Debt owing to the Company,
any of its Subsidiaries or any Affiliate and (y) Senior Debt in respect of any
revolving credit or similar facility providing the Company or any such
Subsidiary with the right to obtain loans or other extensions of credit from
time to time, unless in connection with such payment of Senior Debt, the
availability of credit under such credit facility is permanently reduced by an
amount not less than the amount of such proceeds applied to the payment of such
Senior Debt), based upon principal amount then outstanding.  It is
understood and agreed by the Company that, to the extent any such proceeds are
applied to the prepayment of the Notes, such prepayment will be made on a pro
rata basis in respect of all Notes of all Series outstanding at such time in the
manner and with the premium, if any, then required pursuant to the optional
prepayment provisions provided in Section 8.2.

     

    Section
10.6 Limitation on Sale-and-Leaseback
Transactions.

     

    The
Company will not, and will not permit any Subsidiary to, enter into any
Sale-and-Leaseback Transaction unless immediately after giving effect thereto,
the aggregate amount of Priority Debt (including the Attributable Debt to be
incurred in connection with such Sale-and-Leaseback Transaction) does not exceed
25% of Maximum Permitted Total Debt.

     

    Section
10.7 Termination of Pension
Plans.

     

    The
Company will not and will not permit any Subsidiary to, withdraw from any
Multiemployer Plan or permit any employee benefit plan maintained by it to be
terminated if such withdrawal or termination could result in withdrawal
liability (as described in Part 1 of Subtitle E of Title IV of
ERISA) or the imposition of a Lien on any property of the Company or any
Subsidiary pursuant to section 4068 of ERISA, which withdrawal liability or
Lien could reasonably be expected to have a Material Adverse
Effect.

     

    Section
10.8 Nature of
Business.

     

    The
Company will not, and will not permit any Subsidiary to, engage in any business
if, as a result, the general nature of the business, in which the Company and
its Subsidiaries, taken as a whole, would then be engaged would be substantially
changed from the general nature of the business in which the Company and its
Subsidiaries, taken as a whole, are engaged on the date of this Agreement (it
being understood that this covenant shall not require the Company to remain in
any current business if it remains in one or more current businesses of the
Company or its Subsidiaries).

     

    Section
10.9 Terrorism Sanctions
Regulations.

     

    The
Company will not, and will not permit any Subsidiary to, (i) become a Person
described or designated in the Specially Designated Nationals and Blocked
Persons List of the Office of Foreign Assets Control or in section 1 of the
Anti-Terrorism Order or (ii) engage in any dealings or transactions with any
such Person.

     

    
      	
              SECTION 11.  

            	
              EVENTS
      OF DEFAULT.

            


    

     

    An “Event of Default” shall exist
if any of the following conditions or events shall occur and be
continuing:

     

    (a) the
Company defaults in the payment of any principal or Make-Whole Amount, if any,
on any Note when the same becomes due and payable, whether at maturity or at a
date fixed for prepayment or by declaration or otherwise; or

     

    (b) the
Company defaults in the payment of any interest on any Note for more than five
Business Days after the same becomes due and payable; or

     

    (c) the
Company defaults in the performance of or compliance with any term contained in
Sections 10.1 through 10.6 and such default is not remedied within 10 days after
the earlier of (i) a Responsible Officer obtaining actual knowledge of such
default and (ii) the Company receiving written notice of such default from
any holder of a Note (any such written notice to be identified as a “notice of
default” and to refer specifically to this paragraph (c) of Section 11);
or

     

    (d) the
Company defaults in the performance of or compliance with any term contained
herein (other than those referred to in Sections 11(a), (b) and (c)) and such
default is not remedied within 30 days after the earlier of (i) a
Responsible Officer obtaining actual knowledge of such default and (ii) the
Company receiving written notice of such default from any holder of a Note (any
such written notice to be identified as a “notice of default” and to refer
specifically to this Section 11(d)); or

     

    (e) any
representation or warranty made in writing by or on behalf of the Company or by
any officer of the Company in this Agreement or in any writing furnished in
connection with the transactions contemplated hereby proves to have been false
or incorrect in any material respect on the date as of which made;
or

     

    (f) (i) the
Company or any Subsidiary is in default (as principal or as guarantor or other
surety) in the payment of any principal of or premium or make-whole amount or
interest on any Debt that is outstanding in an aggregate principal amount of at
least $25,000,000 (or the equivalent in other applicable currencies) beyond any
period of grace provided with respect thereto, or (ii)  the Company or any
Subsidiary is in default in the performance of or compliance with any term of
any evidence of any Debt in an aggregate outstanding principal amount of at
least $25,000,000 (or the equivalent in other applicable currencies) or of any
mortgage, indenture or other agreement relating thereto or any other condition
exists, and as a consequence of such default or condition such Debt has become,
or has been declared, due and payable before its stated maturity or before its
regularly scheduled dates of payment, or (iii) as a consequence of the
occurrence or continuation of any event or condition (other than the passage of
time or the right of the holder of Debt to convert such Debt into equity
interests), the Company or any Subsidiary has become obligated to purchase or
repay Debt before its regular maturity or before its regularly scheduled dates
of payment in an aggregate outstanding principal amount of at least $25,000,000,
or (iv) the occurrence of any “Amortization Event” under any Permitted
Receivables Transaction which event has not been cured, waived or rescinded, or
(v) the Company shall be removed as the “Servicer” under any Permitted
Receivables Transaction; or

     

    (g) the
Company or any Material Subsidiary (i) is generally not paying, or admits
in writing its inability to pay, its debts as they become due, (ii) files,
or consents by answer or otherwise to the filing against it of, a petition for
relief or reorganization or arrangement or any other petition in bankruptcy, for
liquidation or to take advantage of any bankruptcy, insolvency, reorganization,
moratorium or other similar law of any jurisdiction, (iii)  makes an
assignment for the benefit of its creditors, (iv) consents to the
appointment of a custodian, receiver, trustee or other officer with similar
powers with respect to it or with respect to any substantial part of its
property, (v) is adjudicated as insolvent or to be liquidated, or (vi) takes
corporate action for the purpose of any of the foregoing; or

     

    (h) a court
or other Governmental Authority of competent jurisdiction enters an order
appointing, without consent by the Company or any of its Material Subsidiaries,
a custodian, receiver, trustee or other officer with similar powers with respect
to the Company or any Material Subsidiary or with respect to any substantial
part of the property of the Company or any Material Subsidiary, or constituting
an order for relief or approving a petition for relief or reorganization or any
other petition in bankruptcy or for liquidation or to take advantage of any
bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution,
winding-up or liquidation of the Company or any of its Material Subsidiaries, or
any such petition shall be filed against the Company or any of its Material
Subsidiaries and such petition shall not be dismissed within 60 days;
or

     

    (i) a final
judgment or judgments for the payment of money aggregating in excess of
$25,000,000 (or the equivalent in other applicable currencies) are rendered
against one or more of the Company and its Subsidiaries and which judgments are
not, within 60 days after entry thereof, bonded, discharged or stayed pending
appeal, or are not discharged within 60 days after the expiration of such stay;
or

     

    (j) if
(i) any Plan shall fail to satisfy the minimum funding standards of the
Pension Funding Rules for any plan year or part thereof or a waiver of such
standards or extension of any amortization period is sought or granted under the
Pension Funding Rules, (ii) a notice of intent to terminate any Plan shall have
been or is reasonably expected to be filed with the PBGC or the PBGC shall have
instituted proceedings under ERISA section 4042 to terminate or appoint a
trustee to administer any Plan or the PBGC shall have notified the Company or
any ERISA Affiliate that a Plan may become a subject of any such proceedings,
(iii) the aggregate “amount of unfunded benefit liabilities” (within the
meaning of section 4001(a)(18) of ERISA) under all Plans, determined in
accordance with Title IV of ERISA, shall exceed $25,000,000, (iv) the Company or
any ERISA Affiliate shall have incurred or is reasonably expected to incur any
liability pursuant to Title I or IV of ERISA or the penalty or excise tax
provisions of the Code relating to employee benefit plans, (v) the Company or
any ERISA Affiliate withdraws from any Multiemployer Plan, or (vi) the Company
or any Subsidiary establishes or amends any employee welfare benefit plan that
provides post-employment welfare benefits in a manner that would increase the
liability of the Company or any Subsidiary thereunder; and any such event or
events described in clauses (i) through (vi) above, either individually or
together with any other such event or events, could reasonably be expected to
have a Material Adverse Effect; or

     

    (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.

     

    As used
in Section 11(j), the terms “employee benefit plan” and “employee welfare
benefit plan” shall have the respective meanings assigned to such terms in
section 3 of ERISA.

     

    
      	
              SECTION 12.  

            	
              REMEDIES
      ON DEFAULT, ETC.

            


    

     

    Section
12.1 Acceleration.

     

    (a) If an
Event of Default with respect to the Company described in Section 11(g) or (h)
(other than an Event of Default described in clause (i) of Section 11(g) or
described in clause (vi) of Section 11(g) by virtue of the fact that such clause
encompasses clause (i) of Section 11(g)) has occurred, all the Notes then
outstanding shall automatically become immediately due and payable.

     

    (b) If any
other Event of Default has occurred and is continuing, the Required Holders may
at any time at its or their option, by notice or notices to the Company, declare
all the Notes then outstanding to be immediately due and payable.

     

    (c) If any
Event of Default described in Section 11(a) or (b) has occurred and is
continuing, any holder or holders of Notes at the time outstanding affected by
such Event of Default may at any time, at its or their option, by notice or
notices to the Company, declare all the Notes held by it or them to be
immediately due and payable.

     

    Upon any
Notes becoming due and payable under this Section 12.1, whether
automatically or by declaration, such Notes will forthwith mature and the entire
unpaid principal amount of such Notes, plus (x) all accrued and unpaid
interest thereon (including, but not limited to, any interest accrued thereon at
the Default Rate) and (y) the Make-Whole Amount determined in respect of
such principal amount (to the full extent permitted by applicable law), shall
all be immediately due and payable, in each and every case without presentment,
demand, protest or further notice, all of which are hereby
waived.  The Company acknowledges, and the parties hereto agree, that
each holder of a Note has the right to maintain its investment in the Notes free
from repayment by the Company (except as herein specifically provided for), and
that the provision for payment of a Make-Whole Amount by the Company, in the
event that the Notes are prepaid or are accelerated as a result of an Event of
Default, is intended to provide compensation for the deprivation of such right
under such circumstances.

     

    Section
12.2 Other Remedies.

     

    If any
Default or Event of Default has occurred and is continuing, and irrespective of
whether any Notes have become or have been declared immediately due and payable
under Section 12.1, the holder of any Note at the time outstanding may
proceed to protect and enforce the rights of such holder by an action at law,
suit in equity or other appropriate proceeding, whether for the specific
performance of any agreement contained herein or in any Note, or for an
injunction against a violation of any of the terms hereof or thereof, or in aid
of the exercise of any power granted hereby or thereby or by law or
otherwise.

     

    Section
12.3 Rescission.

     

    At any
time after any Notes have been declared due and payable pursuant to clause
Section 12.1(b) or (c), the Required Holders, by written notice to the Company,
may rescind and annul any such declaration and its consequences if (a) the
Company has paid all overdue interest on the Notes, all principal of and
Make-Whole Amount, if any, on any Notes that are due and payable and are unpaid
other than by reason of such declaration, and all interest on such overdue
principal and Make-Whole Amount, if any, and (to the extent permitted by
applicable law) any overdue interest in respect of each Series of the Notes, at
the Default Rate for such Series, (b) neither the Company nor any other
Person shall have paid any amounts which have become due solely by reason of
such declaration, (c) all Events of Default and Defaults, other than non-payment
of amounts that have become due solely by reason of such declaration, have been
cured or have been waived pursuant to Section 17, and (d) no judgment
or decree has been entered for the payment of any monies due pursuant hereto or
to the Notes.  No rescission and annulment under this
Section 12.3 will extend to or affect any subsequent Event of Default or
Default or impair any right consequent thereon.

     

    Section
12.4 No Waivers or Election of Remedies,
Expenses, Etc.

     

    No course
of dealing and no delay on the part of any holder of any Note in exercising any
right, power or remedy shall operate as a waiver thereof or otherwise prejudice
such holder’s rights, powers or remedies.  No right, power or remedy
conferred by this Agreement or by any Note upon any holder thereof shall be
exclusive of any other right, power or remedy referred to herein or therein or
now or hereafter available at law, in equity, by statute or
otherwise.  Without limiting the obligations of the Company under
Section 15, the Company will pay to the holder of each Note on demand such
further amount as shall be sufficient to cover all costs and expenses of such
holder incurred in any enforcement or collection under this Section 12,
including, without limitation, reasonable attorneys’ fees, expenses and
disbursements.

     

    
      	
              SECTION 13.  

            	
              REGISTRATION;
      EXCHANGE; SUBSTITUTION OF NOTES.

            


    

     

    Section
13.1 Registration of
Notes.

     

    The
Company shall keep at its principal executive office a register for the
registration and registration of transfers of Notes.  The name and
address of each holder of one or more Notes, each transfer thereof and the name
and address of each transferee of one or more Notes shall be registered in such
register.  Prior to due presentment for registration of transfer, the
Person in whose name any Note shall be registered shall be deemed and treated as
the owner and holder thereof for all purposes hereof, and the Company shall not
be affected by any notice or knowledge to the contrary.  The Company
shall give to any holder of a Note that is an Institutional Investor promptly
upon request therefor, a complete and correct copy of the names and addresses of
all registered holders of Notes.

     

    Section
13.2 Transfer and Exchange of
Notes.

     

    Upon
surrender of any Note to the Company at the address and to the attention of the
designated officer (all as specified in Section 18(c), for registration of
transfer or exchange (and in the case of a surrender for registration of
transfer, duly endorsed or accompanied by a written instrument of transfer duly
executed by the registered holder of such Note or such holder’s attorney duly
authorized in writing and accompanied by the relevant name, address and other
information for notices of each transferee of such Note or part thereof), within
ten Business Days thereafter, the Company shall execute and deliver, at the
Company’s expense (except as provided below), one or more new Notes (as
requested by the holder thereof) of the same Series in exchange therefor, in an
aggregate principal amount equal to the unpaid principal amount of the
surrendered Note.  Each such new Note shall be payable to such Person
as such holder may request and shall be substantially in the form of Notes for
such Series set forth in Exhibits 1-A and 1-B, as the case may
be.  Each such new Note shall be dated and bear interest from the date
to which interest shall have been paid on the surrendered Note or dated the date
of the surrendered Note if no interest shall have been paid
thereon.  The Company may require payment of a sum sufficient to cover
any stamp tax or governmental charge imposed in respect of any such transfer of
Notes.  Notes shall not be transferred in denominations of less than
$100,000; provided that
if necessary to enable the registration of transfer by a holder of its entire
holding of Notes of a Series, one Note of such Series may be in a denomination
of less than $100,000.  Any transferee, by its acceptance of a Note
registered in its name (or the name of its nominee), shall be deemed to have
made the representation set forth in Section 6.2.

     

    Section
13.3 Replacement of
Notes.

     

    Upon
receipt by the Company at the address and to the attention of the designated
officer (all as specified in Section 18(c)) of evidence reasonably satisfactory
to it of the ownership of and the loss, theft, destruction or mutilation of any
Note (which evidence shall be, in the case of an Institutional Investor, notice
from such Institutional Investor of such ownership and such loss, theft,
destruction or mutilation), and

     

    (a) in the
case of loss, theft or destruction, of indemnity reasonably satisfactory to it
(provided that if the
holder of such Note is, or is a nominee for, an original Purchaser or another
holder of a Note with a minimum net worth of at least $10,000,000 or a Qualified
Institutional Buyer, such Person’s own unsecured agreement of indemnity shall be
deemed to be satisfactory), or

     

    (b) in the
case of mutilation, upon surrender and cancellation thereof,

     

     

    within
ten Business Days thereafter, the Company at its own expense shall execute and
deliver, in lieu thereof, a new Note of the same Series, dated and bearing
interest from the date to which interest shall have been paid on such lost,
stolen, destroyed or mutilated Note or dated the date of such lost, stolen,
destroyed or mutilated Note if no interest shall have been paid
thereon.

     

    
      	
              SECTION 14.  

            	
              PAYMENTS
      ON NOTES.

            


    

     

    Section
14.1 Place of Payment.

     

    Subject
to Section 14.2, payments of principal, Make-Whole Amount, if any, and
interest becoming due and payable on the Notes shall be made in Des Moines, Iowa
at the principal office of the Company in such jurisdiction.  The
Company may at any time, by notice to each holder of a Note, change the place of
payment of the Notes so long as such place of payment shall be either the
principal office of the Company in such jurisdiction or the principal office of
a bank or trust company in such jurisdiction.

     

    Section
14.2 Home Office
Payment.

     

    So long
as any Purchaser or its nominee shall be the holder of any Note, and
notwithstanding anything contained in Section 14.1 or in such Note to the
contrary, the Company will pay all sums becoming due on such Note for principal,
Make-Whole Amount, if any, and interest by the method and at the address
specified for such purpose below such Purchaser’s name in Schedule A, or by
such other method or at such other address as such Purchaser shall have from
time to time specified to the Company in writing for such purpose, without the
presentation or surrender of such Note or the making of any notation thereon,
except that upon written request of the Company made concurrently with or
reasonably promptly after payment or prepayment in full of any Note, such
Purchaser shall surrender such Note for cancellation, reasonably promptly after
any such request, to the Company at its principal executive office or at the
place of payment most recently designated by the Company pursuant to
Section 14.1.  Prior to any sale or other disposition of any Note
held by a Purchaser or its nominee, such Purchaser will, at its election, either
endorse thereon the amount of principal paid thereon and the last date to which
interest has been paid thereon or surrender such Note to the Company in exchange
for a new Note or Notes pursuant to Section 13.2.  The Company
will afford the benefits of this Section 14.2 to any Institutional Investor
that is the direct or indirect transferee of any Note purchased by a Purchaser
under this Agreement and that has made the same agreement relating to such Note
as the Purchasers have made in this Section 14.2.

     

    
      	
              SECTION 15.  

            	
              EXPENSES,
      ETC.

            


    

     

    Section
15.1 Transaction
Expenses.

     

    Whether
or not the transactions contemplated hereby are consummated, the Company will
pay all costs and expenses (including reasonable attorneys’ fees of a special
counsel and, if reasonably required by the Required Holders, local or other
counsel) incurred by the Purchasers and each other holder of a Note in
connection with such transactions and in connection with any amendments, waivers
or consents under or in respect of this Agreement or the Notes (whether or not
such amendment, waiver or consent becomes effective), including, without
limitation: (a) the costs and expenses incurred in enforcing or defending
(or determining whether or how to enforce or defend) any rights under this
Agreement or the Notes or in responding to any subpoena or other legal process
or informal investigative demand issued in connection with this Agreement or the
Notes, or by reason of being a holder of any Note, (b) the costs and
expenses, including financial advisors’ fees, incurred in connection with the
insolvency or bankruptcy of the Company or any Subsidiary or in connection with
any work-out or restructuring of the transactions contemplated hereby and by the
Notes and (c) the costs and expenses incurred in connection with the initial
filing of this Agreement and all related documents and financial information
with the SVO, provided that such costs and expenses shall not exceed
$2,500.00.  The Company will pay, and will save each Purchaser and
each other holder of a Note harmless from, all claims in respect of any fees,
costs or expenses, if any, of brokers and finders (other than those, if any,
retained by a Purchaser or other holder in connection with its purchase of the
Notes).

     

    Section
15.2 Survival.

     

    The
obligations of the Company under this Section 15 will survive the payment
or transfer of any Note, the enforcement, amendment or waiver of any provision
of this Agreement or the Notes, and the termination of this
Agreement.

     

    
      	
              SECTION 16.  

            	
              SURVIVAL
      OF REPRESENTATIONS AND WARRANTIES; ENTIRE
  AGREEMENT.

            


    

     

    All
representations and warranties contained herein shall survive the execution and
delivery of this Agreement and the Notes, the purchase or transfer by any
Purchaser of any Note or portion thereof or interest therein and the payment of
any Note, and may be relied upon by any subsequent holder of a Note, regardless
of any investigation made at any time by or on behalf of such Purchaser or any
other holder of a Note.  All statements contained in any certificate
or other instrument delivered by or on behalf of the Company pursuant to this
Agreement shall be deemed representations and warranties of the Company under
this Agreement.  Subject to the preceding sentence, this Agreement and
the Notes embody the entire agreement and understanding between each Purchaser
and the Company and supersede all prior agreements and understandings relating
to the subject matter hereof.

     

    
      	
              SECTION 17.  

            	
              AMENDMENT
      AND WAIVER.

            


    

     

    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)).

     

    Section
17.2 Solicitation of Holders of
Notes.

     

    (a) Solicitation.  The
Company will provide each holder of the Notes (irrespective of the amount of
Notes then owned by it) with sufficient information, sufficiently far in advance
of the date a decision is required, to enable such holder to make an informed
and considered decision with respect to any proposed amendment, waiver or
consent in respect of any of the provisions hereof or of the
Notes.  The Company will deliver executed or true and correct copies
of each amendment, waiver or consent effected pursuant to the provisions of this
Section 17 to each holder of outstanding Notes promptly following the date
on which it is executed and delivered by, or receives the consent or approval
of, the requisite holders of Notes.

     

    (b) Payment.  The
Company will not directly or indirectly pay or cause to be paid any
remuneration, whether by way of supplemental or additional interest, fee or
otherwise, or grant any security or provide other credit support, to any holder
of Notes as consideration for or as an inducement to the entering into by any
holder of Notes of any waiver or amendment of any of the terms and provisions
hereof unless such remuneration is concurrently paid, or security is
concurrently granted or other credit support concurrently provided, on the same
terms, ratably to each holder of Notes then outstanding even if such holder did
not consent to such waiver or amendment.

     

    Section
17.3 Binding Effect,
etc.

     

    Any
amendment or waiver consented to as provided in this Section 17 applies
equally to all holders of Notes and is binding upon them and upon each future
holder of any Note and upon the Company without regard to whether such Note has
been marked to indicate such amendment or waiver.  No such amendment
or waiver will extend to or affect any obligation, covenant, agreement, Default
or Event of Default not expressly amended or waived or impair any right
consequent thereon.  No course of dealing between the Company and the
holder of any Note nor any delay in exercising any rights hereunder or under any
Note shall operate as a waiver of any rights of any holder of such
Note.  As used herein, the term “this Agreement” and references
thereto shall mean this Agreement as it may from time to time be amended or
supplemented.

     

    Section
17.4 Notes Held by Company,
etc.

     

    Solely
for the purpose of determining whether the holders of the requisite percentage
of the aggregate principal amount of Notes then outstanding approved or
consented to any amendment, waiver or consent to be given under this Agreement
or the Notes, or have directed the taking of any action provided herein or in
the Notes to be taken upon the direction of the holders of a specified
percentage of the aggregate principal amount of Notes then outstanding, Notes
directly or indirectly owned by the Company or any of its Affiliates shall be
deemed not to be outstanding.

     

    
      	
              SECTION 18.  

            	
              NOTICES.

            


    

     

    All
notices and communications provided for hereunder shall be in writing and sent
(a) by telecopy if the sender on the same day sends a confirming copy of
such notice by a recognized overnight delivery service (charges prepaid), or
(b) by registered or certified mail with return receipt requested (postage
prepaid), or (c) by a recognized overnight delivery service (with charges
prepaid).  Any such notice must be sent:

     

    (a) if to any
Purchaser or its nominee, to such Purchaser or nominee at the address specified
for such communications in Schedule A, or at such other address as such
Purchaser or nominee shall have specified to the Company in
writing,

     

    (b) if to any
other holder of any Note, to such holder at such address as such other holder
shall have specified to the Company in writing, or

     

    (c) if to the
Company, to the Company at its address set forth at the beginning hereof to the
attention of the Chief Financial Officer with a copy to the General Counsel, or
at such other address as the Company shall have specified to the holder of each
Note in writing.

     

    Notices
under this Section 18 will be deemed given only when actually
received.

     

    
      	
              SECTION 19.  

            	
              REPRODUCTION
      OF DOCUMENTS.

            


    

     

    This
Agreement and all documents relating thereto, including, without limitation,
(a) consents, waivers and modifications that may hereafter be executed,
(b) documents received by any Purchaser at the Closing (except the Notes
themselves), and (c) financial statements, certificates and other
information previously or hereafter furnished to any Purchaser, may be
reproduced by such Purchaser by any photographic, photostatic, electronic,
digital or other similar process and such Purchaser may destroy any original
document so reproduced.  The Company agrees and stipulates that, to
the extent permitted by applicable law, any such reproduction shall be
admissible in evidence as the original itself in any judicial or administrative
proceeding (whether or not the original is in existence and whether or not such
reproduction was made by such Purchaser in the regular course of business) and
any enlargement, facsimile or further reproduction of such reproduction shall
likewise be admissible in evidence.  This Section 19 shall not
prohibit the Company or any other holder of Notes from contesting any such
reproduction to the same extent that it could contest the original, or from
introducing evidence to demonstrate the inaccuracy of any such
reproduction.

     

    
      	
              SECTION 20.  

            	
              CONFIDENTIAL
      INFORMATION.

            


    

     

    For the
purposes of this Section 20, “Confidential Information”
means information delivered to any Purchaser by or on behalf of the Company or
any Subsidiary in connection with the transactions contemplated by or otherwise
pursuant to this Agreement that is proprietary in nature and that was clearly
marked or labeled or otherwise adequately identified when received by such
Purchaser as being confidential information of the Company or such Subsidiary,
provided that such term
does not include information that (a) was publicly known or otherwise known
to such Purchaser prior to the time of such disclosure, (b) subsequently
becomes publicly known through no act or omission by such Purchaser or any
Person acting on such Purchaser’s behalf, (c) otherwise becomes known to
such Purchaser other than through disclosure by the Company or any Subsidiary or
(d) constitutes financial statements delivered to such Purchaser under
Section 7.1 that are otherwise publicly available.  Each
Purchaser will maintain the confidentiality of such Confidential Information in
accordance with procedures adopted by such Purchaser in good faith to protect
confidential information of third parties delivered to such Purchaser; provided that such Purchaser
may deliver or disclose Confidential Information to (i) its directors,
trustees, officers, employees, agents, attorneys and affiliates (to the extent
such disclosure reasonably relates to the administration of the investment
represented by its Notes), (ii) its financial advisors and other
professional advisors who agree to hold confidential the Confidential
Information substantially in accordance with the terms of this Section 20,
(iii) any other holder of any Note, (iv) any Institutional Investor to
which it sells or offers to sell such Note or any part thereof or any
participation therein (if such Person has agreed in writing prior to its receipt
of such Confidential Information to be bound by the provisions of this
Section 20), (v) any Person from which it offers to purchase any
security of the Company (if such Person has agreed in writing prior to its
receipt of such Confidential Information to be bound by the provisions of this
Section 20), (vi) any federal or state regulatory authority having
jurisdiction over such Purchaser, (vii) the NAIC or the SVO or, in each
case, any similar organization, or any nationally recognized rating agency that
requires access to information about such Purchaser’s investment portfolio, or
(viii) any other Person to which such delivery or disclosure may be
necessary or appropriate (w) to effect compliance with any law, rule,
regulation or order applicable to such Purchaser, (x) in response to any
subpoena or other legal process, (y) in connection with any litigation to
which such Purchaser is a party or (z) if an Event of Default has occurred
and is continuing, to the extent such Purchaser may reasonably determine such
delivery and disclosure to be necessary or appropriate in the enforcement or for
the protection of the rights and remedies under such Purchaser’s Notes and this
Agreement.  Each holder of a Note, by its acceptance of a Note, will
be deemed to have agreed to be bound by and to be entitled to the benefits of
this Section 20 as though it were a party to this Agreement.  On
reasonable request by the Company in connection with the delivery to any holder
of a Note of information required to be delivered to such holder under this
Agreement or requested by such holder (other than a holder that is a party to
this Agreement or its nominee), such holder will enter into an agreement with
the Company embodying the provisions of this Section 20.

     

    
      	
              SECTION 21.  

            	
              SUBSTITUTION
      OF PURCHASER.

            


    

     

    Each
Purchaser shall have the right to substitute any one of its affiliates as the
purchaser of the Notes that it has agreed to purchase hereunder, by written
notice to the Company, which notice shall be signed by both such Purchaser and
such affiliate, shall contain such affiliate’s agreement to be bound by this
Agreement and shall contain a confirmation by such affiliate of the accuracy
with respect to it of the representations set forth in
Section 6.  Upon receipt of such notice, any reference to such
Purchaser in this Agreement (other than in this Section 21), shall be
deemed to refer to such affiliate in lieu of such original
Purchaser.  In the event that such affiliate is so substituted as a
Purchaser hereunder and such affiliate thereafter transfers to such original
Purchaser all of the Notes then held by such affiliate, upon receipt by the
Company of notice of such transfer, any reference to such affiliate as a
“Purchaser” in this Agreement (other than in this Section 21), shall no
longer be deemed to refer to such affiliate, but shall refer to such original
Purchaser, and such original Purchaser shall again have all the rights of an
original holder of the Notes under this Agreement.

     

    
      	
              SECTION 22.  

            	
              MISCELLANEOUS.

            


    

     

    Section
22.1 Successors and
Assigns.

     

    All
covenants and other agreements contained in this Agreement by or on behalf of
any of the parties hereto bind and inure to the benefit of their respective
successors and assigns (including, without limitation, any subsequent holder of
a Note) whether so expressed or not.

     

    Section
22.2 Payments Due on Non-Business
Days.

     

    Anything
in this Agreement or the Notes to the contrary notwithstanding (but without
limiting the requirement in Section 8.5 that the notice of any optional
prepayment specify a Business Day as the date fixed for such prepayment), any
payment of principal of or Make-Whole Amount or interest on any Note that is due
on a date other than a Business Day shall be made on the next succeeding
Business Day without including the additional days elapsed in the computation of
the interest payable on such next succeeding Business Day, provided that if the maturity
date of any Note is a date other than a Business Day, the payment otherwise due
on such maturity date shall be made on the next succeeding Business Day and
shall include the additional days elapsed in the computation of interest payable
on such next succeeding Business Day.

     

    Section
22.3 Accounting Terms.

     

    All
accounting terms used herein which are not expressly defined in this Agreement
have the meanings respectively given to them in accordance with
GAAP.  Except as otherwise specifically provided herein, (i) all
computations made pursuant to this Agreement shall be made in accordance with
GAAP, and (ii) all financial statements shall be prepared in accordance with
GAAP.  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.

     

    Section
22.4 Severability.

     

    Any
provision of this Agreement that is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall (to the full extent permitted by law) not invalidate or
render unenforceable such provision in any other jurisdiction.

     

    Section
22.5 Construction,
etc.

     

    Each
covenant contained herein shall be construed (absent express provision to the
contrary) as being independent of each other covenant contained herein, so that
compliance with any one covenant shall not (absent such an express contrary
provision) be deemed to excuse compliance with any other
covenant.  Where any provision herein refers to action to be taken by
any Person, or which such Person is prohibited from taking, such provision shall
be applicable whether such action is taken directly or indirectly by such
Person.

     

    For the
avoidance of doubt, all Schedules and Exhibits attached to this Agreement shall
be deemed to be a part hereof.

     

    Section
22.6 Counterparts.

     

    This
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 Agreement.

     

    Section
22.7 Governing Law.

     

    This
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.

     

    Section
22.8 Jurisdiction and Process; Waiver of
Jury Trial.

     

    (a) The
Company irrevocably submits to the non-exclusive jurisdiction of any New York
State or federal court sitting in the Borough of Manhattan, The City of New
York, over any suit, action or proceeding arising out of or relating to this
Agreement or the Notes.  To the fullest extent permitted by applicable
law, the Company irrevocably waives and agrees not to assert, by way of motion,
as a defense or otherwise, any claim that it is not subject to the jurisdiction
of any such court, any objection that it may now or hereafter have to the laying
of the venue of any such suit, action or proceeding brought in any such court
and any claim that any such suit, action or proceeding brought in any such court
has been brought in an inconvenient forum.

     

    (b) The
Company consents to process being served by or on behalf of any holder of Notes
in any suit, action or proceeding of the nature referred to in Section 22.8(a)
by mailing a copy thereof by registered or certified mail (or any substantially
similar form of mail), postage prepaid, return receipt requested, to it at its
address specified in Section 18 or at such other address of which such holder
shall then have been notified pursuant to said Section.  The Company
agrees that such service upon receipt (i) shall be deemed in every respect
effective service of process upon it in any such suit, action or proceeding and
(ii) shall, to the fullest extent permitted by applicable law, be taken and held
to be valid personal service upon and personal delivery to
it.  Notices hereunder shall be conclusively presumed received as
evidenced by a delivery receipt furnished by the United States Postal Service or
any reputable commercial delivery service.

     

    (c) Nothing
in this Section 22.8 shall affect the right of any holder of a Note to serve
process in any manner permitted by law, or limit any right that the holders of
any of the Notes may have to bring proceedings against the Company in the courts
of any appropriate jurisdiction or to enforce in any lawful manner a judgment
obtained in one jurisdiction in any other jurisdiction.

     

    (d) THE
PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH
RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN
CONNECTION HEREWITH OR THEREWITH.

     

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

     


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    If you
are in agreement with the foregoing, please sign the form of agreement on a
counterpart of this Agreement and return it to the Company, whereupon this
Agreement shall become a binding agreement between you and the
Company.

     

    
      	
               
      

            	
              Very
      truly yours,

            


    

     

    
      	
               
      

            	
              MEREDITH
      CORPORATION

            


    

     

    
      	
               
      

            	
              By:

            	
              /s/ Joseph H.
      Ceryanec

            	 


    

    
      	
               
      

            	
              Name:  Joseph
      H. Ceryanec

            


    

    
      	
               
      

            	
              Title:  Vice
      President-Chief Financial Officer

            


    

     

    This
Agreement is hereby accepted and

    agreed to
as of the date thereof.

     

    METROPOLITAN LIFE INSURANCE COMPANY

    


    METLIFE
INSURANCE COMPANY OF CONNECTICUT

    By:           Metropolitan
Life Insurance Company,

    its Investment Manager

    


    METLIFE
INVESTORS USA INSURANCE COMPANY

    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
Purchaser and (ii) as investment manager to MetLife Insurance
Company

    of
Connecticut as a Purchaser and MetLife Investors USA

    Insurance
Company as a Purchaser)

    


     


    
      
        
           

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
B

    DEFINED
TERMS

    


    As used
herein, the following terms have the respective meanings set forth below or set
forth in the Section hereof following such term:

     

    “Accountants’ Certificate” is
defined in Section 7.1(b).

     

    “Affiliate” means, at any time,
and with respect to any Person, any other Person that at such time directly or
indirectly through one or more intermediaries Controls, or is Controlled by, or
is under common Control with, such first Person, and, with respect to the
Company, shall include any Person beneficially owning or holding, directly or
indirectly, 10% or more of voting or equity interests of the Company or any
Subsidiary or any Person of which the Company and its Subsidiaries beneficially
own or hold, in the aggregate, directly or indirectly, 10% or more of voting or
equity interests.  As used in this definition, “Control” means the possession,
directly or indirectly, of the power to direct or cause the direction of the
management and policies of a Person, whether through the ownership of voting
Securities, by contract or otherwise.  Unless the context otherwise
clearly requires, any reference to an “Affiliate” is a reference to
an Affiliate of the Company.

     

    “Agreement” is defined in
Section 17.3.

     

    “Anti-Terrorism Order” means Executive Order
No. 13,224 of September 24, 2001, Blocking Property and Prohibiting Transactions
with Persons Who Commit, Threaten to Commit or Support Terrorism, 66 U.S. Fed.
Reg. 49, 079 (2001), as amended.

     

    “Attributable Debt” means in
connection with any Sale-and-Leaseback Transaction entered into within the
limitations of Section 10.6, as of the date of any determination thereof,
the greater of (a) the fair market value of the property or assets which is
or are the subject of such Sale-and-Leaseback Transaction (as reasonably
determined in good faith by the Board of Directors of the Company at or about
the time of the consummation of such Sale-and-Leaseback Transaction) and
(b) the aggregate amount of Rentals due and to become due (discounted from
the respective due dates thereof at the interest rate implicit in such Rentals
and otherwise in accordance with GAAP) under the lease relating to such
Sale-and-Leaseback Transaction.

     

    “Business Day” means
(a) for the purposes of Section 8.7 only, any day other than a
Saturday, a Sunday or a day on which commercial banks in New York City are
required or authorized to be closed, and (b) for the purposes of any other
provision of this Agreement, any day other than a Saturday, a Sunday or a day on
which commercial banks in Des Moines, Iowa or New York, New York are required or
authorized to be closed.

     

    “Capital Lease” means, at any
time, a lease with respect to which the lessee is required concurrently to
recognize the acquisition of an asset and the incurrence of a liability in
accordance with GAAP.

     

    “Change in Control” is defined
in Section 8.3(h).

     

    “Closing” is defined in
Section 3.

     

    “Code” means the Internal
Revenue Code of 1986, as amended from time to time, and the rules and
regulations promulgated thereunder from time to time.

     

    “Company” means Meredith
Corporation, an Iowa corporation or any successor that becomes such in the
manner prescribed in Section 10.5.

     

    “Confidential Information” is
defined in Section 20.

     

    “Consolidated EBITDA” for any
period means the sum of (a) Consolidated Net Income during such period plus
(to the extent deducted in determining Consolidated Net Income) (b) all
provisions for any federal, state or other income taxes made by the Company and
its Subsidiaries during such period, (c) all provisions for depreciation
and amortization (other than amortization of debt discount) made by the Company
and its Subsidiaries during such period, and (d) Consolidated Interest
Expense during such period.

     

    “Consolidated Interest
Expense” means all Interest Expense of the Company and its Subsidiaries
for any period after eliminating intercompany items.  For purposes of
any determination of Consolidated Interest Expense pursuant to this Agreement,
the Company shall include, on a pro forma basis, “interest expense” (calculated
in a manner consistent with the computation of Interest Expense herein) of any
business entity acquired by the Company or any Subsidiary during the four fiscal
quarters immediately preceding any determination of Consolidated Interest
Expense and, concurrently with such determination, the Company shall furnish to
the holders of the Notes audited financial statements or other financial
information with respect to such business entity demonstrating to the reasonable
satisfaction of the Required Holders the basis for such computations; provided,
that the Company may elect not to compute Consolidated Interest Expense on a pro
forma basis for any period with respect to one or more business entities so
acquired so long as (i) the Company has elected not to include the net income of
such business entities on a pro forma basis for such period in the computation
of Consolidated Net Income for such period and (ii) such election by the Company
with respect to the computation of Consolidated Interest Expense for such period
does not cause the Consolidated Interest Expense of the Company for such period
to be less than 90% of what the Company’s Consolidated Interest Expense would
have been if such election had not been made.

     

    “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.

     

    “Consolidated Total Assets”
means, as of the date of any determination thereof, total assets of the Company
and its Subsidiaries determined on a consolidated basis in accordance with
GAAP.

     

    “Consolidated Total Debt”
means, as of the date of any determination thereof, all Debt of the Company and
its Subsidiaries, determined on a consolidated basis eliminating intercompany
items.

     

    “Control Event” is defined in
Section 8.3(h).

     

    “Debt” with respect to any
Person means, at any time, without duplication,

     

    (a) its
liabilities for borrowed money and its redemption obligations in respect of
mandatorily redeemable Preferred Stock;

     

    (b) its
liabilities for the deferred purchase price of property acquired by such Person
(excluding accounts payable arising in the ordinary course of business but
including all liabilities created or arising under any conditional sale or other
title retention agreement with respect to any such property);

     

    (c) all
liabilities appearing on its balance sheet in accordance with GAAP in respect of
Capital Leases;

     

    (d) all
liabilities for borrowed money secured by any Lien with respect to any property
owned by such Person (whether or not it has assumed or otherwise become liable
for such liabilities);

     

    (e) all its
liabilities in respect of letters of credit or instruments serving a similar
function issued or accepted for its account by banks and other financial
institutions (whether or not representing obligations for borrowed
money);

     

    (f) Swaps of
such Person;

     

    (g) any
Guaranty of such Person with respect to liabilities of a type described in any
of clauses (a) through (f) or (h) hereof; and

     

    (h) Receivables
Facility Attributed Indebtedness.

     

    Debt of
any Person shall include all obligations of such Person of the character
described in clauses (a) through (h) to the extent such Person remains legally
liable in respect thereof notwithstanding that any such obligation is deemed to
be extinguished under GAAP.

     

    “Default” means an event or
condition the occurrence or existence of which would, with the lapse of time or
the giving of notice or both, become an Event of Default.

     

    “Default Rate” means the
Series L Default Rate and the Series M Default Rate, as applicable.

     

    “Disclosure Documents” is
defined in Section 5.3.

     

    “Electronic Delivery” is
defined in Section 7.1(a).

     

    “Environmental Laws” means any
and all federal, state, local, and foreign statutes, laws, regulations,
ordinances, rules, judgments, orders, decrees, permits, concessions, grants,
franchises, licenses, agreements or governmental restrictions relating to
pollution and the protection of the environment or the release of any materials
into the environment, including but not limited to those related to Hazardous
Materials.

     

    “ERISA” means the Employee
Retirement Income Security Act of 1974, as amended from time to time, and the
rules and regulations promulgated thereunder from time to time in
effect.

     

    “ERISA Affiliate” means any
trade or business (whether or not incorporated) that is treated as a single
employer together with the Company under section 414 of the
Code.

     

    “Event of Default” is defined
in Section 11.

     

    “Exchange Act” means the
Securities Exchange Act of 1934, as amended from time to time, and the rules and
regulations promulgated thereunder from time to time in effect.

     

    “Finsub” means any
bankruptcy-remote corporation or other Person that is a Wholly-Owned Subsidiary
organized solely for the purposes of engaging in a Permitted Receivables
Transaction.

     

    “Form 10-K” is defined in
Section 7.1(b).

     

    “Form 10-Q” is defined in
Section 7.1(a).

     

    “GAAP” means generally
accepted accounting principles as in effect from time to time in the United
States of America.

     

    “Governmental Authority”
means

     

    (a) the
government of

     

    (1) the
United States of America or any state or other political subdivision thereof,
or

     

    (2) any other
jurisdiction in which the Company or any Subsidiary conducts all or any part of
its business, or which asserts jurisdiction over any properties of the Company
or any Subsidiary, or

     

    (b) any
entity exercising executive, legislative, judicial, regulatory or administrative
functions of, or pertaining to, any such government, including without
limitation the Federal Communications Commission of the United
States.

     

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

     

    “Guaranty” means, with respect
to any Person, any obligation (except the endorsement in the ordinary course of
business of negotiable instruments for deposit or collection) of such Person
guaranteeing or in effect guaranteeing any Debt, dividend or other obligation of
any other Person in any manner, whether directly or indirectly, including
(without limitation) obligations incurred through an agreement, contingent or
otherwise, by such Person:

     

    (a) to
purchase such indebtedness or obligation or any property constituting security
therefor;

     

    (b) to
advance or supply funds (i) for the purchase or payment of such
indebtedness or obligation, or (ii) to maintain any working capital or
other balance sheet condition or any income statement condition of any other
Person or otherwise to advance or make available funds for the purchase or
payment of such indebtedness or obligation;

     

    (c) to lease
properties or to purchase properties or services primarily for the purpose of
assuring the owner of such indebtedness or obligation of the ability of any
other Person to make payment of the indebtedness or obligation; or

     

    (d) otherwise
to assure the owner of such indebtedness or obligation against loss in respect
thereof.

     

    In any
computation of the indebtedness or other liabilities of the obligor under any
Guaranty, the indebtedness or other obligations that are the subject of such
Guaranty shall be assumed to be direct obligations of such obligor.

     

    “Hazardous Material” means any
and all pollutants, toxic or hazardous wastes or any other substances that might
pose a hazard to health and safety, the removal of which may be required or the
generation, manufacture, refining, production, processing, treatment, storage,
handling, transportation, transfer, use, disposal, release, discharge, spillage,
seepage, or filtration of which is or shall be restricted, prohibited or
penalized by any applicable law including, but not limited to, asbestos, urea
formaldehyde foam insulation, polychlorinated biphenyls, petroleum, petroleum
products, lead based paint, radon gas or similar restricted, prohibited or
penalized substances.

     

    “holder” means, with respect
to any Note, the Person in whose name such Note is registered in the register
maintained by the Company pursuant to Section 13.1.

     

    “INHAM Exemption” is defined
in Section 6.2(e).

     

    “Institutional Investor” means
(a) any Purchaser of a Note, (b) any holder of a Note holding
(together with one or more of its affiliates) more than 5% of the aggregate
principal amount of the Notes then outstanding, (c) any bank, trust
company, savings and loan association or other financial institution, any
pension plan, any investment company, any insurance company, any broker or
dealer, or any other similar financial institution or entity, regardless of
legal form, and (d) any Related Fund of any holder of any Note.

     

    “Intercreditor Agreement” is
defined in Section 9.9.

     

    “Interest Expense” of the
Company and its Subsidiaries for any period means all interest (including the
interest component included in Rentals on Capital Leases) and all amortization
of debt discount and expense on any particular Debt (including, without
limitation, payment-in-kind, zero coupon and other like Securities) for which
such calculations are being made.

     

    “Lien” means, with respect to
any Person, any mortgage, lien, pledge, charge, security interest or other
encumbrance, or any interest or title of any vendor, lessor, lender or other
secured party to or of such Person under any conditional sale or other title
retention agreement or Capital Lease, upon or with respect to any property or
asset of such Person (including in the case of stock, stockholder agreements,
voting trust agreements and all similar arrangements).

     

    “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.

     

    “Make-Whole Amount” is defined
in Section 8.7.

     

    “Material” means material in
relation to the business, operations, affairs, financial condition, assets,
properties, or prospects of the Company and its Subsidiaries taken as a
whole.

     

    “Material Adverse Effect”
means a material adverse effect on (a) the business, operations, affairs,
financial condition, assets, properties or prospects of the Company and its
Subsidiaries taken as a whole, or (b) the ability of the Company to perform
its obligations under this Agreement and the Notes, or (c) the validity or
enforceability of this Agreement or the Notes.

     

    “Material Subsidiary” means,
at any time, any Subsidiary if:  (i) the portion of Consolidated
Net Income which was contributed by such Subsidiary during the immediately
preceding fiscal year of the Company exceeds 10% of Consolidated Net Income or
(ii) the portion of consolidated operating profit, as determined in
accordance with GAAP, which was contributed by such Subsidiary during the
immediately preceding fiscal year of the Company exceeds 10% of such
consolidated operating profit or (iii) the assets of such Subsidiary as at
the end of the immediately preceding fiscal year of the Company exceeds 10% of
Consolidated Total Assets.

     

    “Maximum Permitted Total Debt”
is defined in Section 10.3(a).

     

    “Meredith Family” means
(a) the lineal descendants by blood or adoption of E.T. Meredith (“descendants”) and the spouses
and surviving spouses of such descendants; (b) any estate, trust,
guardianship, custodianship or other fiduciary arrangement for the primary
benefit of any one or more individuals described in (a) above; and (c) any
corporation, partnership, limited liability company or other business
organization so long as (i) one or more individuals or entities described
in clauses (a) and (b) above possess, directly or indirectly, the power to
direct or cause the direction of, the management and policies of such
corporation, partnership, limited liability company or other business
organization and (ii) substantially all of the ownership, beneficial or
other equity interests in such corporation, partnership, limited liability
company or other business organization are owned, directly or indirectly, by one
or more individuals or entities described in clauses (a) and (b)
above.

     

    “Minority Interests” means any
shares of stock of any class of a Subsidiary (other than directors’ qualifying
shares as required by law) that are not owned by the Company and/or one or more
of its Subsidiaries.  Minority Interests shall be valued by valuing
Minority Interests constituting Preferred Stock at the voluntary or involuntary
liquidating value of such Preferred Stock, whichever is greater, and by valuing
Minority Interests constituting common stock at the book value of capital and
surplus applicable thereto adjusted, if necessary, to reflect any changes from
the book value of such common stock required by the foregoing method of valuing
Minority Interests in Preferred Stock.

     

    “Multiemployer Plan” means any
Plan that is a “multiemployer plan” (as such term is defined in
section 4001(a)(3) of ERISA).

     

    “NAIC” means the National
Association of Insurance Commissioners or any successor thereto.

     

    “NAIC Annual Statement” is
defined in Section 6.2(a).

     

    “Non-U.S. Pension Plan” means
any plan, fund, or other similar program established or maintained outside the
United States of America by the Company or any one or more of its Subsidiaries
primarily for the benefit of employees of the Company or such Subsidiaries
residing outside the United States of America, which plan, fund or other similar
program provides for retirement income for such employees or a deferral of
income for such employees in contemplation of retirement and is not subject to
ERISA or the Code.

     

    “Notes” is defined in
Section 1.

     

    “Officer’s Certificate” means
a certificate of a Senior Financial Officer or of any other officer of the
Company whose responsibilities extend to the subject matter of such
certificate.

     

    “PBGC” means the Pension
Benefit Guaranty Corporation referred to and defined in ERISA or any successor
thereto.

     

    “Pension Funding Rules” shall
mean the rules of the Code and ERISA regarding minimum required contributions
(including any installment payment thereof) to Plans and set forth in, with
respect to plan years ending prior to the effective date as to any such Plan of
the Pension Protection Act of 2006, Sections 401(a)(29) and 412 of the Code and
Part 3, Subtitle I, of Title I of ERISA each as in effect prior to the Pension
Protection Act of 2006 and, thereafter, Sections 412 and  430 through
436 of the Code and Part 3, Subtitle I, of Title I of ERISA each as in effect
from time to time.

     

    “Permitted Receivables
Transaction” means each of (a) the sale or other transfer, or
transfer of interest, by the Company or a Subsidiary of Receivables Assets to a
Subsidiary (including, without limitation, Finsub) or the Company in exchange
for consideration equal to the fair market value of the related Receivables,
(b) the entry by the Company or one or more Subsidiaries into one or more
Receivables Purchase Agreements, and (c) the entry by the Company and any
such Subsidiaries into such ancillary agreements, guarantees, documents or
instruments as are necessary or advisable in connection with Receivables Program
Documents.

     

    “Person” means an individual,
partnership, corporation, limited liability company, association, trust,
unincorporated organization, business entity or Governmental
Authority.

     

    “Plan” means an “employee
benefit plan” (as defined in section 3(3) of ERISA) subject to Title I of
ERISA that is or, within the preceding five years, has been established or
maintained, or to which contributions are or, within the preceding five years,
have been made or required to be made, by the Company or any ERISA Affiliate or
with respect to which the Company or any ERISA Affiliate may have any
liability.

     

    “Preferred Stock” means any
class of capital stock (or other equity interests) of a Person that is preferred
over any other class of capital stock (or other similar equity interests) of
such Person as to the payment of dividends or the payment of any amount upon
liquidation or dissolution of such Person.

     

    “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.

     

    “property” or “properties” means, unless
otherwise specifically limited, real or personal property of any kind, tangible
or intangible, choate or inchoate.

     

    “Proposed Prepayment Date” is
defined in Section 8.3(c).

     

    “PTE” means a Prohibited
Transaction Exemption issued by the Department of Labor.

     

    “Purchaser” is defined in the
first paragraph of this Agreement.

     

    “QPAM Exemption” is defined in
Section 6.2(d).

     

    “Qualified Institutional Buyer”
means any Person who is a “qualified institutional buyer” within the
meaning of such term as set forth in Rule 144A(a)(1) under the Securities
Act.

     

    “Receivable” means all
indebtedness and other obligations owed by a Person to the Company or any
Subsidiary or in which the Company or any Subsidiary has a security interest or
other interest, including, without limitation, any indebtedness, obligation or
interest constituting an account, chattel paper, instrument or general
intangible, arising in connection with the sale or lease of goods or the
rendering of services by the Company or such Subsidiary, including the
obligation to pay finance charges with respect thereto.

     

    “Receivables Assets” means all
the assets described in Section 10.4(g).

     

    “Receivables Facility Attributed
Indebtedness” means, on any date of determination, the amount of
obligations outstanding as of such date under a Receivables Purchase Agreement
that would be characterized as principal if such facility were structured as a
secured lending transaction rather than as a purchase.

     

    “Receivables Program
Documents” means (i) the Receivables Sale Agreement, dated April 9, 2002,
by and among Meredith Funding Corporation, the Company and the other originators
party thereto from time to time, as amended, (ii) the Receivables Purchase
Agreement, dated April 9, 2002, by and among Meredith Funding Corporation, the
Company, as servicer, Falcon Asset Securitization Corporation, the financial
institutions from time to time party thereto and JPMorgan Chase Bank, N.A.
(successor by merger to Bank One, NA (Main Office Chicago)), as agent, as
amended, and (iii) all receivable sale agreements, receivable purchase
agreements or other written agreements that may from time to time be entered
into by the Company or any of its Subsidiaries, including Finsub, in connection
with any receivables program, as such agreements may be amended, supplemented or
otherwise modified from time to time in accordance with the provisions
thereof.

     

    “Receivables Purchase
Agreement” means a receivables purchase agreement or other receivables
financing agreement with one or more Receivables Purchasers, pursuant to which
some or all of such Receivables Purchasers will purchase undivided interests in,
or otherwise finance, Receivables Assets.

     

    “Receivables Purchaser” means
any purchaser or investor which purchases undivided interests in or otherwise
finances Receivables Assets, and includes any agent of any such purchaser or
investor.

     

    “Related Fund” means, with
respect to any holder of any Note, any fund or entity that (i) invests in
Securities or bank loans, and (ii) is advised or managed by such holder, the
same investment advisor as such holder or by an affiliate of such holder or such
investment advisor.

     

    “Related Security” means with
respect to any Receivable (i) the inventory and goods, the sale, financing
or lease of which gave rise to such Receivable and all insurance contracts with
respect thereto, (ii) all security interests or Liens and the property
subject thereto purporting to secure payment of such Receivable, together with
all financing statements and security agreements describing any collateral
securing such Receivable, (iii) all guaranties, letters of credit,
insurance and other agreements or arrangements supporting or securing the
payment of such Receivable, (iv) all invoices, agreements, contracts,
records, books and other information relating to such Receivable or the Person
obligated to pay such Receivable, (v) any rights of the Company or any
Subsidiary under any agreement, document or guaranty executed or delivered in
connection with a Permitted Receivables Transaction, and (vi) all proceeds
of the foregoing.

     

    “Rentals” means and includes
as of the date of any determination thereof all fixed payments (including as
such all payments which the lessee is obligated to make to the lessor on
termination of the lease or surrender of the property) payable by the Company or
a Subsidiary, as lessee or sublessee under a lease of real or personal property,
but shall be exclusive of any amounts required to be paid by the Company or a
Subsidiary (whether or not designated as rents or additional rents) on account
of maintenance, repairs, insurance, taxes and similar charges.  Fixed
rents under any so-called “percentage leases” shall be
computed solely on the basis of the minimum rents, if any, required to be paid
by the lessee regardless of sales volume or gross revenues.

     

    “Required Holders” means, at
any time, the holders of a majority in principal amount of the Notes (without
regard to Series) at the time outstanding (exclusive of Notes then owned by the
Company or any of its Affiliates).

     

    “Responsible Officer” means
any Senior Financial Officer and any other officer of the Company with
responsibility for the administration of the relevant portion of this
Agreement.

     

    “Sale-and-Leaseback
Transaction” means a transaction or series of transactions pursuant to
which the Company or any Subsidiary shall sell or transfer to any Person (other
than the Company or a Subsidiary) any property, whether now owned or hereafter
acquired, and, as part of the same transaction or series of transactions, the
Company or any Subsidiary shall rent or lease as lessee (other than pursuant to
a Capital Lease), or similarly acquire the right to possession or use of, such
property or one or more properties which it intends to use for the same purpose
or purposes as such property.

     

    “SEC” means the Securities and
Exchange Commission of the United States, or any successor thereto.

     

    “Securities Act” means the
Securities Act of 1933, as amended from time to time, and the rules and
regulations promulgated thereunder from time to time in effect.

     

    “Securities”
or “Security” has the meaning specified in Section 2(1) of the Securities
Act.

     

    “Senior Debt” means any Debt
of the Company that is not in any manner subordinated in right of payment to the
Notes or to any other Debt of the Company.

     

    “Senior Financial Officer”
means the chief financial officer, principal accounting officer,
treasurer or comptroller of the Company.

     

    “Series” means any of the
Series L Notes or the Series M Notes issued hereunder.

     

    “Series L Default Rate” means
the lesser of (a) the maximum rate of interest allowed by applicable law
and (b) the greater of (i) 8.70% and (ii) 2.0% per annum over the rate
of interest publicly announced from time to time by JPMorgan Chase Bank, N.A.
(or its successors) in New York, New York as its “base” or “prime”
rate.

     

    “Series L Notes” is defined in
Section 1.

     

    “Series M Default Rate” means
the lesser of (a) the maximum rate of interest allowed by applicable law
and (b) the greater of (i) 9.19% and (ii) 2.0% per annum over the rate
of interest publicly announced from time to time by JPMorgan Chase Bank, N.A.
(or its successors) in New York, New York as its “base” or “prime”
rate.

     

    “Series M Notes” is defined
in Section
1.

     

    “Source” is defined in
Section 6.2.

     

    “Subsidiary” means, as to any
Person, any Person in which such first Person or one or more of its Subsidiaries
or such first Person and one or more of its Subsidiaries owns sufficient equity
or voting interests to enable it or them (as a group) ordinarily, in the absence
of contingencies, to elect a majority of the directors (or Persons performing
similar functions) of such second Person, and any partnership or joint venture
if more than a 50% interest in the profits or capital thereof is owned by such
first Person or one or more of its Subsidiaries or such first Person and one or
more of its Subsidiaries (unless such partnership or joint venture can and does
ordinarily take major business actions without the prior approval of such first
Person or one or more of its Subsidiaries).  Unless the context
otherwise clearly requires, any reference to a “Subsidiary” is a reference to a
Subsidiary of the Company.

     

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

     

    “SVO” means the Securities
Valuation Office of the NAIC or any successor to such Office.

     

    “Swaps” means, with respect to
any Person, payment obligations with respect to interest rate swaps, currency
swaps and similar obligations obligating such Person to make payments, whether
periodically or upon the happening of a contingency.  For the purposes
of this Agreement, the amount of the obligation under any Swap shall be the
amount determined in respect thereof as of the end of the then most recently
ended fiscal quarter of such Person, based on the assumption that such Swap had
terminated at the end of such fiscal quarter, and in making such determination,
if any agreement relating to such Swap provides for the netting of amounts
payable by and to such Person thereunder or if any such agreement provides for
the simultaneous payment of amounts by and to such Person, then in each such
case, the amount of such obligation shall be the net amount so
determined.

     

    “2008 Note Purchase Agreement”
means that certain Note Purchase Agreement, dated as of June 16, 2008, among the
Company and the purchasers listed in Schedule A attached thereto.

     

    “USA Patriot Act” means United
States Public Law 107-56, Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT)
Act of 2001, as amended from time to time, and the rules and regulations
promulgated thereunder from time to time in effect.

     

    “Voting Stock” means
Securities of any class or classes, the holders of which are ordinarily, in the
absence of contingencies, entitled to elect a majority of the corporate
directors (or Persons performing similar functions).

     

    “Wholly-Owned Subsidiary”
means, at any time, any Subsidiary one hundred percent of all of the equity
interests (except directors’ qualifying shares) and voting interests of which
are owned by any one or more of the Company and the Company’s other Wholly-Owned
Subsidiaries at such time.

     


    
      
        
           

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    


     

    EXHIBIT
1-A

     

    [FORM
OF SERIES L NOTE]

     

    MEREDITH
CORPORATION

     

    6.70%
Senior Note, Series L, due July 13, 2013

     

    No.
RL-[____] [Date]

     

    $[____________] PPN:  589433
E#4

     

    FOR VALUE
RECEIVED, the undersigned, Meredith Corporation (herein called the “Company”), a corporation organized and
existing under the laws of the State of Iowa, hereby promises to pay to [________________], or
registered assigns, the principal sum of [________________] DOLLARS
($[_________]) on July 13, 2013, with interest (computed on the basis of
a 360-day year of twelve 30-day months) (a) on the unpaid balance thereof
at the rate of 6.70% per annum from the date hereof, payable semiannually, on
the 13th day of July and January in each year, commencing with the July or
January next succeeding the date hereof, until the principal hereof shall have
become due and payable, and (b) to the extent permitted by law on any
overdue payment (including any overdue prepayment) of principal, any overdue
payment of interest and any overdue payment of any Make-Whole Amount (as defined
in the Note Purchase Agreement referred to below), payable semiannually as
aforesaid (or, at the option of the registered holder hereof, on demand), at a
rate per annum from time to time equal to the Series L Default Rate (as defined
in the Note Purchase Agreement).

     

    Payments
of principal of, interest on and any Make-Whole Amount with respect to this Note
are to be made in lawful money of the United States of America at Des Moines,
Iowa or at such other place as the Company shall have designated by written
notice to the holder of this Note as provided in the Note Purchase Agreement
referred to below.

     

    This Note
is one of a series of Series L Senior Notes (herein called the “Notes”) issued pursuant to a
Note Purchase Agreement dated as of July 13, 2009 (as from time to time amended,
the “Note Purchase
Agreement”), between the Company and the respective Purchasers named
therein and is entitled to the benefits thereof.  Each holder of this
Note will be deemed, by its acceptance hereof, (i) to have agreed to the
confidentiality provisions set forth in Section 20 of the Note Purchase
Agreement and (ii) to have made the representation set forth in
Section 6.2 of
the Note Purchase Agreement.

     

    This Note
is a registered Note and, as provided in the Note Purchase Agreement, upon
surrender of this Note for registration of transfer, duly endorsed, or
accompanied by a written instrument of transfer duly executed, by the registered
holder hereof or such holder’s attorney duly authorized in writing, a new Note
for a like principal amount will be issued to, and registered in the name of,
the transferee.  Prior to due presentment for registration of
transfer, the Company may treat the person in whose name this Note is registered
as the owner hereof for the purpose of receiving payment and for all other
purposes, and the Company will not be affected by any notice to the
contrary.

     

    This Note
is subject to optional prepayment, in whole or from time to time in part, at the
times and on the terms specified in the Note Purchase Agreement, but not
otherwise.

     

    If an
Event of Default, as defined in the Note Purchase Agreement, occurs and is
continuing, the principal of this Note may be declared or otherwise become due
and payable in the manner, at the price (including any applicable Make-Whole
Amount) and with the effect provided in the Note Purchase
Agreement.

     

    This
Note shall be construed and enforced in accordance with, and the rights of the
Company and the holder of this Note shall be governed by, the law of the State
of New York, excluding choice-of-law principles of the law of such State which
would permit application of the laws of a jurisdiction other than such
State.

     

    
      	
               
      

            	
              MEREDITH
      CORPORATION

            


    

     

    
      	
               
      

            	
              By:________________________________

            


    

    
      	
               
      

            	
              Name:  Joseph
      H. Ceryanec

            


    

    
      	
               
      

            	
              Title:  Vice
      President-Chief Financial Officer

            


    

     

    


     


    
      
        
           

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    


     

    EXHIBIT
1-B

     

    [FORM
OF SERIES M NOTE]

     

    MEREDITH
CORPORATION

     

    7.19%
Senior Note, Series M, due July 13, 2014

     

    No.
RM-[___] [Date]

     

    $[____________] PPN:  589433
F*7

     

    FOR VALUE
RECEIVED, the undersigned, Meredith Corporation (herein called the “Company”), a corporation
organized and existing under the laws of the State of Iowa, hereby promises to
pay to [________________], or
registered assigns, the principal sum of [________________] DOLLARS
($[___________]) on July 13, 2014, with interest (computed on the basis
of a 360-day year of twelve 30-day months) (a) on the unpaid balance
thereof at the rate of 7.19% per annum from the date hereof, payable
semi-annually, on the 13th day of July and January in each year, commencing with
the July or January next succeeding the date hereof, until the principal hereof
shall have become due and payable, and (b) to the extent permitted by law
on any overdue payment (including any overdue prepayment) of principal, any
overdue payment of interest and any overdue payment of any Make-Whole Amount (as
defined in the Note Purchase Agreement referred to below), payable semiannually
as aforesaid (or, at the option of the registered holder hereof, on demand), at
a rate per annum from time to time equal to the Series M Default Rate (as
defined in the Note Purchase Agreement).

     

    Payments
of principal of, interest on and any Make-Whole Amount with respect to this Note
are to be made in lawful money of the United States of America at Des Moines,
Iowa or at such other place as the Company shall have designated by written
notice to the holder of this Note as provided in the Note Purchase Agreement
referred to below.

     

    This Note
is one of a series of Series M Senior Notes (herein called the “Notes”) issued pursuant to a
Note Purchase Agreement dated as of July 13, 2009 (as from time to time amended,
the “Note Purchase
Agreement”), between the Company and the respective Purchasers named
therein and is entitled to the benefits thereof.  Each holder of this
Note will be deemed, by its acceptance hereof, (i) to have agreed to the
confidentiality provisions set forth in Section 20 of the Note Purchase
Agreement and (ii) to have made the representation set forth in
Section 6.2 of
the Note Purchase Agreement.

     

    This Note
is a registered Note and, as provided in the Note Purchase Agreement, upon
surrender of this Note for registration of transfer, duly endorsed, or
accompanied by a written instrument of transfer duly executed, by the registered
holder hereof or such holder’s attorney duly authorized in writing, a new Note
for a like principal amount will be issued to, and registered in the name of,
the transferee.  Prior to due presentment for registration of
transfer, the Company may treat the person in whose name this Note is registered
as the owner hereof for the purpose of receiving payment and for all other
purposes, and the Company will not be affected by any notice to the
contrary.

     

    This Note
is subject to optional prepayment, in whole or from time to time in part, at the
times and on the terms specified in the Note Purchase Agreement, but not
otherwise.

     

    If an
Event of Default, as defined in the Note Purchase Agreement, occurs and is
continuing, the principal of this Note may be declared or otherwise become due
and payable in the manner, at the price (including any applicable Make-Whole
Amount) and with the effect provided in the Note Purchase
Agreement.

     

    This
Note shall be construed and enforced in accordance with, and the rights of the
Company and the holder of this Note shall be governed by, the law of the State
of New York, excluding choice-of-law principles of the law of such State which
would permit application of the laws of a jurisdiction other than such
State.

     

    
      	
               
      

            	
              MEREDITH
      CORPORATION

            


    

     

    
      	
               
      

            	
              By:____________________________

            


    

    
      	
               
      

            	
              Name:  Joseph
      H. Ceryanec

            


    

    
      	
               
      

            	
              Title:  Vice
      President-Chief Financial Officer