<PAGE>

                                                                     Exhibit 4-C


================================================================================


                       BINDLEY WESTERN INDUSTRIES, INC.



                                  $25,000,000



                   7.93% Senior Notes due December 27, 2004




                                ______________

                            Note Purchase Agreement

                                ______________



                         Dated as of December 15, 1999




================================================================================

<PAGE>

                                                                     EXHIBIT 4-C
                               Table of Contents
                         (Not a part of the Agreement)
<TABLE>
<CAPTION>
Section                                     Heading                                    Page
<S>                  <C>                                                               <C>
Section 1.           Authorization of Notes..........................................     1

Section 2.           Sale and Purchase of Notes......................................     1

Section 3.           Closing.........................................................     1

Section 4.           Conditions to Closing...........................................     2

   Section 4.1.      Representations and Warranties..................................     2
   Section 4.2.      Performance; No Default.........................................     2
   Section 4.3.      Compliance Certificates.........................................     2
   Section 4.4.      Opinions of Counsel.............................................     2
   Section 4.5.      Purchase Permitted By Applicable Law, etc.......................     3
   Section 4.6.      Payment of Special Counsel Fees.................................     3
   Section 4.7.      Private Placement Number........................................     3
   Section 4.8.      Changes in Corporate Structure..................................     3
   Section 4.9.      Proceedings and Documents.......................................     3

Section 5.           Representations and Warranties of the Company...................     3

   Section 5.1.      Organization; Power and Authority...............................     3
   Section 5.2.      Authorization, etc..............................................     4
   Section 5.3.      Disclosure......................................................     4
   Section 5.4.      Organization and Ownership of Shares of Subsidiaries;
                        Affiliates...................................................     4
   Section 5.5.      Financial Statements............................................     5
   Section 5.6.      Compliance with Laws, Other Instruments, etc....................     5
   Section 5.7.      Governmental Authorizations, etc................................     5
   Section 5.8.      Litigation; Observance of Agreements, Statutes and Orders.......     5
   Section 5.9.      Taxes...........................................................     6
   Section 5.10.     Title to Property; Leases.......................................     6
   Section 5.11.     Licenses, Permits, etc..........................................     6
   Section 5.12.     Compliance with ERISA...........................................     7
   Section 5.13.     Private Offering by the Company.................................     7
   Section 5.14.     Use of Proceeds; Margin Regulations.............................     8
   Section 5.15.     Existing Debt; Future Liens.....................................     8
   Section 5.16.     Foreign Assets Control Regulations, etc.........................     8
   Section 5.17.     Status under Certain Statutes...................................     8
   Section 5.18.     Environmental Matters...........................................     8
   Section 5.19.     Notes Pari Passu................................................     9
   Section 5.20.     Computer 2000 Compliant.........................................     9
</TABLE>

                                      -i-
<PAGE>

<TABLE>
<CAPTION>

Section                                     Heading                                    Page
<S>                  <C>                                                               <C>
Section 6.           Representations of the Purchaser................................     9

   Section 6.1.      Purchase for Investment.........................................     9
   Section 6.2.      Source of Funds.................................................    10

Section 7.           Information as to Company.......................................    11

   Section 7.1.      Financial and Business Information..............................    11
   Section 7.2.      Officer's Certificate...........................................    13
   Section 7.3.      Inspection......................................................    14

Section 8.           Required Payment and Optional Prepayment of the Notes...........    14

   Section 8.1.      Required Payments...............................................    14
   Section 8.2.      Optional Prepayments with Make-Whole Amount.....................    14
   Section 8.3.      Allocation of Partial Prepayments...............................    15
   Section 8.4.      Maturity; Surrender, etc........................................    15
   Section 8.5.      Purchase of Notes...............................................    15
   Section 8.6.      Make-Whole Amount...............................................    15
   Section 8.7.      Change in Control...............................................    17

Section 9.           Affirmative Covenants...........................................    19

   Section 9.1.      Compliance with Law.............................................    19
   Section 9.2.      Insurance.......................................................    19
   Section 9.3.      Maintenance of Properties.......................................    19
   Section 9.4.      Payment of Taxes and Claims.....................................    19
   Section 9.5.      Corporate Existence, etc........................................    20

Section 10.          Negative Covenants..............................................    20

   Section 10.1.     Consolidated Net Worth..........................................    20
   Section 10.2.     Limitations on Debt.............................................    20
   Section 10.3.     Limitations on Priority Debt....................................    20
   Section 10.4.     Interest Coverage Ratio.........................................    20
   Section 10.5.     Limitation on Liens.............................................    20
   Section 10.6.     Investments.....................................................    22
   Section 10.7.     Mergers, Consolidations and Sales of Assets.....................    23
   Section 10.8.     Sale-and-Leasebacks.............................................    24
   Section 10.9.     Change in Business..............................................    24
   Section 10.10.    Guaranties......................................................    24
   Section 10.11.    Hazardous Materials.............................................    24
   Section 10.12.    Transactions with Affiliates....................................    24

Section 11.          Events of Default...............................................    25

Section 12.          Remedies on Default, etc........................................    27
</TABLE>

                                      -ii-
<PAGE>

<TABLE>
<CAPTION>

Section                                     Heading                                    Page
<S>                  <C>                                                               <C>
   Section 12.1.     Acceleration....................................................    27
   Section 12.2.     Other Remedies..................................................    27
   Section 12.3.     Rescission......................................................    28
   Section 12.4.     No Waivers or Election of Remedies, Expenses, etc...............    28

Section 13.          Registration; Exchange; Substitution of Notes...................    28

   Section 13.1.     Registration of Notes...........................................    28
   Section 13.2.     Transfer and Exchange of Notes..................................    28
   Section 13.3.     Replacement of Notes............................................    29

Section 14.          Payments on Notes...............................................    29

   Section 14.1.     Place of Payment................................................    29
   Section 14.2.     Home Office Payment.............................................    30

Section 15.          Expenses, etc...................................................    30

   Section 15.1.     Transaction Expenses............................................    30
   Section 15.2.     Survival........................................................    30

Section 16.          Survival of Representations and Warranties; Entire Agreement....    30

Section 17.          Amendment and Waiver............................................    31

   Section 17.1.     Requirements....................................................    31
   Section 17.2.     Solicitation of Holders of Notes................................    31
   Section 17.3.     Binding Effect, etc.............................................    31
   Section 17.4.     Notes Held by Company, etc......................................    32

Section 18.          Notices.........................................................    32

Section 19.          Reproduction of Documents.......................................    32

Section 20.          Confidential Information........................................    33

Section 21.          Substitution of Purchaser.......................................    34

Section 22.          Additional Debt.................................................    34

Section 23.          Miscellaneous...................................................    34

   Section 23.1.     Successors and Assigns..........................................    34
   Section 23.2.     Payments Due on Non-Business Days...............................    34
   Section 23.3.     Severability....................................................    35
</TABLE>

                                     -iii-
<PAGE>

<TABLE>
<CAPTION>

Section                                     Heading                                    Page
<S>                  <C>                                                               <C>
   Section 23.4.     Construction....................................................    35
   Section 23.5.     Counterparts....................................................    35
   Section 23.6.     Governing Law...................................................    35

Signature............................................................................    36
</TABLE>

                                      -iv-
<PAGE>

<TABLE>
<CAPTION>
<S>                      <C>
Schedule A          -    Information Relating To Purchasers

Schedule B          -    Defined Terms

Schedule 5.4        -    Subsidiaries of the Company and Ownership of Subsidiary StoCK

Schedule 5.5        -    Financial Statements

Schedule 5.11       -    Patents, etc.

Schedule 5.15       -    Existing Debt

Schedule 10.5       -    Existing Liens

Exhibit 1           -    Form of 7.93% Senior Note due December 27, 2004

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

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

Exhibit 4.4(c)      -    Form of Opinion of Special Counsel for the Purchasers
</TABLE>

                                      -v-
<PAGE>

                       BINDLEY WESTERN INDUSTRIES, INC.
                    10333 North Meridian Street, Suite 300
                         Indianapolis, Indiana 46290

                   7.93% Senior Notes due December 27, 2004

                                                               December 15, 1999

TO EACH OF THE PURCHASERS LISTED IN
 THE ATTACHED SCHEDULE A:

Ladies and Gentlemen:

     BINDLEY WESTERN INDUSTRIES, INC., an Indiana corporation (the "Company"),
agrees with you as follows:

Section 1.  Authorization of Notes.

     The Company will authorize the issue and sale of $25,000,000 aggregate
principal amount of its 7.93% Senior Notes due December 27, 2004 (the "Notes,"
such term to include any such notes issued in substitution therefor pursuant to
Section 13 of this Agreement).  The Notes shall be substantially in the form set
out in Exhibit 1, with such changes therefrom, if any, as may be approved by you
and the Company.  Certain capitalized terms used in this Agreement are defined
in Schedule B; references to a "Schedule" or an "Exhibit" are, unless otherwise
specified, to a Schedule or an Exhibit attached to this Agreement.

Section 2.  Sale and Purchase of Notes.

     Subject to the terms and conditions of this Agreement, the Company will
issue and sell to you and you will purchase from the Company, at the Closing
provided for in Section 3, Notes in the principal amount specified opposite your
name in Schedule A at the purchase price of 100% of the principal amount
thereof.

Section 3.  Closing.

     The sale and purchase of the Notes to be purchased by you shall occur at
the offices of Chapman and Cutler, 111 West Monroe Street, Chicago, Illinois
60603, at 11:00 a.m. Chicago time, at a closing (the "Closing") on December 27,
1999 or on such other Business Day as may be agreed upon by the Company and you.
On or prior to the date of the Closing, the Company shall pay by wire transfer
of immediately available funds $5,000,000 aggregate principal amount of 1996
Notes plus all accrued and unpaid interest on the 1996 Notes.  At the Closing
you shall
<PAGE>

surrender the 1996 Notes in an outstanding principal amount of $30,000,000 to
the Company and in exchange therefore, the Company shall issue and deliver to
you the Notes to be purchased by you in the form of a single Note (or such
greater number of Notes in denominations of at least $100,000 as you may
request) dated the date of the Closing and registered in your name (or in the
name of your nominee) and pay $5,000,000 aggregate principal amount of the 1996
Notes plus all accrued and unpaid interest on the 1996 Notes. If at the Closing
the Company shall fail to tender such Notes or shall have failed to pay
$5,000,000 aggregate principal amount of the 1996 Notes plus all accrued and
unpaid interest on the 1996 Notes as aforesaid to you as provided above in this
Section 3, or any of the conditions specified in Section 4 shall not have been
fulfilled to your satisfaction, you shall, at your election, be relieved of all
further obligations under this Agreement, without thereby waiving any rights you
may have by reason of such failure or such nonfulfillment.

Section 4.  Conditions to Closing.

     Your obligation to purchase and pay for the Notes to be sold to you at the
Closing is subject to the fulfillment to your satisfaction, prior to or at the
Closing, of the following conditions:

     Section 4.1.  Representations and Warranties. The representations and
warranties of the Company in this Agreement shall be correct when made and at
the time of the Closing.

     Section 4.2.  Performance; No Default. The Company shall have performed
and complied with all agreements and conditions contained in this Agreement
required to be performed or complied with by it prior to or at the Closing, and
after giving effect to the issue and sale of the Notes (and the application of
the proceeds thereof as contemplated by Section 5.14), no Default or Event of
Default shall have occurred and be continuing. Neither the Company nor any
Subsidiary shall have entered into any transaction since the date of the most
recent financial statements listed in Schedule 5.5 that would have been
prohibited by the covenants contained in Section 10 hereof had such covenants
applied since such date.

     Section 4.3.  Compliance Certificates.

     (a)  Officer's Certificate. The Company shall have delivered to you an
Officer's Certificate, dated the date of the Closing, certifying that the
conditions specified in Sections 4.1, 4.2 and 4.8 have been fulfilled.

     (b)  Secretary's Certificate. The Company shall have delivered to you a
certificate certifying as to the resolutions attached thereto and other
corporate proceedings relating to the authorization, execution and delivery of
the Notes and the Agreements.

     Section 4.4.  Opinions of Counsel. You shall have received opinions in
form and substance satisfactory to you, dated the date of the Closing (a) from
Baker & Daniels, counsel for the Company, covering the matters set forth in
Exhibit 4.4(a) (and the Company hereby instructs its counsel to deliver such
opinion to you) (b) from Michael McCormick, General Counsel of the

                                      -2-
<PAGE>

Company, covering the matters set forth in Exhibit 4.4(b), and (c) from Chapman
and Cutler, your special counsel in connection with such transactions,
substantially in the form set forth in Exhibit 4.4(c).

     Section 4.5. Purchase Permitted By Applicable Law, etc. On the date of the
Closing your purchase of Notes shall (i) be permitted by the laws and
regulations of each jurisdiction to which you are subject, without recourse to
provisions (such as Section 1405(a)(8) of the New York Insurance Law) permitting
limited investments by insurance companies without restriction as to the
character of the particular investment, (ii) 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 (iii) not subject you to any tax,
penalty or liability under or pursuant to any applicable law or regulation,
which law or regulation was not in effect on the date hereof. If requested by
you, you shall have received an Officer's Certificate certifying as to such
matters of fact as you may reasonably specify to enable you to determine whether
such purchase is so permitted.

     Section 4.6. Payment of Special Counsel Fees. Without limiting the
provisions of Section 15.1, the Company shall have paid on or before the Closing
the fees, charges and disbursements of your special counsel referred to in
Section 4.4 to the extent reflected in a statement of such counsel rendered to
the Company at least one Business Day prior to the Closing.

     Section 4.7. Private Placement Number. A Private Placement number issued
by Standard & Poor's CUSIP Service Bureau (in cooperation with the Securities
Valuation Office of the National Association of Insurance Commissioners) shall
have been obtained for the Notes.

     Section 4.8. Changes in Corporate Structure. The Company shall not have
changed its jurisdiction of incorporation or been a party to any merger or
consolidation prohibited by Section 10.7 and shall not have succeeded to all or
any substantial part of the liabilities of any other entity, at any time
following the date of the most recent financial statements referred to in
Schedule 5.5.

     Section 4.9. Proceedings and Documents. All corporate and other proceedings
in connection with the transactions contemplated by this Agreement and all
documents and instruments incident to such transactions shall be satisfactory to
you and your special counsel, and you and your special counsel shall have
received all such counterpart originals or certified or other copies of such
documents as you or they may reasonably request.

Section 5.  Representations and Warranties of the Company

     The Company represents and warrants to you that:

     Section 5.1. Organization; Power and Authority. The Company is a
corporation duly organized and validly existing 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

                                      -3-
<PAGE>

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 you by or on behalf of the Company in connection
with the transactions contemplated hereby and the financial statements listed in
Schedule 5.5, taken as a whole, do not contain any untrue statement of a
material fact or omit to state any material fact necessary to make the
statements therein not misleading in light of the circumstances under which they
were made. Since December 31, 1998, there has been no change in the financial
condition, operations, business, properties or prospects of the Company or any
Subsidiary except changes that individually or in the aggregate could not
reasonably be expected to have a Material Adverse Effect. There is no fact known
to the Company that could reasonably be expected to have a Material Adverse
Effect that has not been set forth herein or in the other documents,
certificates and other writings delivered to you by or on behalf of the Company
specifically for use in connection with the transactions contemplated hereby.

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

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

     (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

                                      -4-
<PAGE>

jurisdiction in which such qualification is required by law, other than those
jurisdictions as to which the failure to be so qualified or in good standing
could not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect. Each such Subsidiary has the corporate or other power
and authority to own or hold under lease the properties it purports to own or
hold under lease and to transact the business it transacts and proposes to
transact.

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

     Section 5.5. Financial Statements. The Company has delivered to 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, recurring year-end adjustments).

     Section 5.6. Compliance with Laws, Other Instruments, etc. The execution,
delivery and performance by the Company of this Agreement and the Notes will not
(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 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.

                                      -5-
<PAGE>

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

     Section 5.9. Taxes. The Company and its Subsidiaries have filed all tax
returns that are required to have been filed in any jurisdiction, and have paid
all taxes shown to be due and payable on such returns and all other taxes and
assessments levied upon them or their properties, assets, income or franchises,
to the extent such taxes and assessments have become due and payable and before
they have become delinquent, except for any taxes and assessments (i) the amount
of which is not individually or in the aggregate Material or (ii) 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. For all
taxable years ending on or before December 31, 1994, the Federal income tax
liability of the Company and its Subsidiaries has been satisfied and either the
period of limitations on assessment of additional Federal income tax has expired
or the Company and its Subsidiaries have entered into an agreement with the
Internal Revenue Service closing conclusively the total Federal tax liability
for the taxable year.

     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. Except as disclosed in Schedule
5.11,

          (a)  the Company and its Subsidiaries own or possess all licenses,
     permits, franchises, authorizations, patents, copyrights, service marks,
     trademarks and trade names, or rights thereto, that individually or in the
     aggregate are Material, without known conflict with the rights of others;

          (b)  to the best knowledge of the Company, no product of the Company
     infringes in any Material respect any license, permit, franchise,
     authorization, patent, copyright, service mark, trademark, trade name or
     other right owned by any other Person; and

                                      -6-
<PAGE>

          (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, service mark,
     trademark, trade name or other right owned or used by the Company or any of
     its Subsidiaries.

     Section 5.12. Compliance with ERISA. (a) The Company and each ERISA
Affiliate have operated and administered each Plan in compliance with all
applicable laws except for such instances of noncompliance as have not resulted
in and could not reasonably be expected to result in a Material Adverse Effect.
Neither the Company nor any ERISA Affiliate has incurred any liability pursuant
to Title I or IV of ERISA or the penalty or excise tax provisions of the Code
relating to employee benefit plans (as defined in Section 3 of ERISA), and no
event, transaction or condition has occurred or exists that could reasonably be
expected to result in the incurrence of any such liability by the Company or any
ERISA Affiliate, or in the imposition of any Lien on any of the rights,
properties or assets of the Company or any ERISA Affiliate, in either case
pursuant to Title I or IV of ERISA or to such penalty or excise tax provisions
or to Section 401(a)(29) or 412 of the Code, other than such liabilities or
Liens as would not be individually or in the aggregate Material.

     (b)  The present value of the aggregate benefit liabilities under each of
the Plans (other than Multiemployer Plans), determined as of the end of such
Plan's most recently ended plan year on the basis of the actuarial assumptions
specified for funding purposes in such Plan's most recent actuarial valuation
report, did not exceed the aggregate current value of the assets of such Plan
allocable to such benefit liabilities.  The  terms "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 post-retirement benefit obligation (determined as of the
last day of the Company's most recently ended fiscal year in accordance with
Financial Accounting Standards Board Statement No. 106, without regard to
liabilities attributable to continuation coverage mandated by section 4980B of
the Code) of the Company and its Subsidiaries is not Material.

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

     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

                                      -7-
<PAGE>

buy any of the same from, or otherwise approached or negotiated in respect
thereof with, any person other than you. Neither the Company nor anyone acting
on its behalf has taken, or will take, any action that would subject the
issuance or sale of the Notes to the registration requirements of Section 5 of
the Securities Act.

     Section 5.14. Use of Proceeds; Margin Regulations. The Company will apply
the proceeds of the sale of the Notes to refinance the $30,000,000 aggregate
principal amount of the 7.25% Senior Notes of the Company dated December 27,
1996. 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 222), 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). 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 November 30, 1999, 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. Neither the Company nor any Subsidiary is in default and no waiver
of default is currently in effect, in the payment of any principal or interest
on any Debt of the Company or such Subsidiary and no event or condition exists
with respect to any Debt of the Company or any Subsidiary that would permit (or
that with notice or the lapse of time, or both, would permit) one or more
Persons to cause such Debt to become due and payable before its stated maturity
or before its regularly scheduled dates of payment.

     (b)  Except as disclosed in Schedule 5.15, neither the Company nor any
Subsidiary has agreed or consented to cause or permit in the future (upon the
happening of a contingency or otherwise) any of its property, whether now owned
or hereafter acquired, to be subject to a Lien not permitted by Section 10.5.

     Section 5.16. Foreign Assets Control Regulations, etc. Neither the sale of
the Notes by the Company hereunder nor its use of the proceeds thereof will
violate the Trading with the Enemy Act, as amended, or any of the foreign assets
control regulations of the United States Treasury Department (31 CFR, Subtitle
B, Chapter V, as amended) or any enabling legislation or executive order
relating thereto.

     Section 5.17. Status under Certain Statutes. Neither the Company nor any
Subsidiary is subject to regulation under the Investment Company Act of 1940, as
amended, the Public Utility Holding Company Act of 1935, as amended, the
Interstate Commerce Act, as amended, or the Federal Power Act, as amended.

     Section 5.18. Environmental Matters. Neither the Company nor any
Subsidiary has knowledge of any claim or has received any notice of any claim,
and no proceeding has been

                                      -8-
<PAGE>

instituted raising any claim against the Company or any of its Subsidiaries or
any of their respective real properties now or formerly owned, leased or
operated by any of them or other assets, alleging any damage to the environment
or violation of any Environmental Laws, except, in each case, such as could not
reasonably be expected to result in a Material Adverse Effect. Except as
otherwise disclosed to you in writing:

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

          (b)  neither the Company nor any of its Subsidiaries has stored any
     Hazardous Materials on real properties now or formerly owned, leased or
     operated by any of them and or has disposed of any Hazardous Materials in a
     manner contrary to any Environmental Laws in each case in any manner that
     could reasonably be expected to result in a Material Adverse Effect; and

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

     Section 5.19. 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 of the Company, including, without limitation,
all senior unsecured Debt of the Company described in Section 5.15 hereto.

     Section 5.20. Computer 2000 Compliant. The Company's and its Subsidiaries'
internal business and computer systems will be year 2000 compliant in all
material respects in a timely manner and the advent of the year 2000 and its
impact on said internal business and computer systems are not expected to have a
Material Adverse Effect.

Section 6.  Representations of the Purchaser.

     Section 6.1. Purchase for Investment. You represent that you are purchasing
the Notes for your own account or for one or more separate accounts maintained
by you or for the account of one or more pension or trust funds and not with a
view to the distribution thereof, provided that the disposition of your or their
property shall at all times be within your or their control. You understand that
the Notes have not been registered under the Securities Act and may be resold
only if registered pursuant to the provisions of the Securities Act or if an
exemption from registration is available, except under circumstances where
neither such registration nor such an exemption is required by law, and that the
Company is not required to register the Notes.

                                      -9-
<PAGE>

     Section 6.2. Source of Funds. You represent that at least one of the
following statements is an accurate representation as to each source of funds (a
"Source") to be used by you to pay the purchase price of the Notes to be
purchased by you hereunder:

          (a)  if you are an insurance company, the Source is an "insurance
     company general account" within the meaning of Department of Labor
     Prohibited Transaction Exemption 95-60 ("PTE") (issued July 12, 1995) and
     there is no "employee benefit plan" (within the meaning of Section 3(3) of
     ERISA or Section 4975(e)(1) of the Code), treating as a single plan, all
     plans maintained by the same employer or employee organization, with
     respect to which the amount of the general account reserves and liabilities
     for all contracts held by or on behalf of such plan, exceed ten percent
     (10%) of the total reserves and liabilities of such general account
     (exclusive of separate account liabilities) plus surplus, as set forth in
     the NAIC Annual Statement filed with your state of domicile; or

          (b)  to the extent that any part of the Source constitutes assets
     allocated to any separate account maintained by you in which any employee
     benefit plan (or its related trust) has any interest, (i) such separate
     account is a "pooled separate account" within the meaning of Prohibited
     Transaction Class Exemption 90-1, as amended, in which case you have
     disclosed to the Company the name of each employee benefit plan whose
     assets in such separate account exceed 10% of the total assets or are
     expected to exceed 10% of the total assets of such account as of the date
     of such purchase (and for the purposes of this paragraph (b), all employee
     benefit plans maintained by the same employer or employee organization are
     deemed to be a single plan), or (ii) such separate account contains only
     the assets of a specific employee benefit plan, complete and accurate
     information as to the identity of which you have delivered to the Company;
     or

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

          (d)  the Source does not include assets of any employee benefit plan,
     other than a plan exempt from the coverage of ERISA.

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

     The Company shall deliver a certificate on the date of the Closing, with
respect to you and on or prior to the date of any transfer of the Notes, with
respect to any subsequent holder of the Notes, which certificate shall either
state that (i) it is neither a "party in interest" (as defined in Title I,
Section 3(14) of ERISA) nor a "disqualified person" (as defined in Section
4975(e)(2) of the Code), with respect to any plan identified pursuant to
paragraphs (b) or (e) above, or (ii) with respect to any plan, identified
pursuant to paragraph (c) above, neither it nor any "affiliate" (as defined in
Section V(c) of the QPAM Exemption) has at this time, and during the

                                      -10-
<PAGE>

immediately preceding one year has exercised the authority to appoint or
terminate said QPAM as manager of the assets of any plan identified in writing
pursuant to paragraph (c) above or to negotiate the terms of said QPAM's
management agreement on behalf of any such identified plans.

Section 7.  Information as to Company

     Section 7.1. Financial and Business Information. From and after the date of
this Agreement, the Company shall deliver to you and each holder of Notes:

            (a)  Quarterly Statements -- within 60 days after the end of each
     quarterly fiscal period in each fiscal year of the Company (other than the
     last quarterly fiscal period of each such fiscal year), duplicate copies
     of:

                 (i)   a consolidated and consolidating balance sheets of the
          Company and its Subsidiaries as at the end of such quarter, and

                 (ii)  consolidated and consolidating 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
     Quarterly Report on Form 10-Q prepared in compliance with the requirements
     therefor and filed with the Securities and Exchange Commission shall be
     deemed to satisfy the requirements of this Section 7.1(a);

            (b)  Annual Statements -- within 120 days after the end of each
     fiscal year of the Company, duplicate copies of,

                 (i)   a consolidated and consolidating balance sheets of the
          Company and its Subsidiaries, as at the end of such year, and

                 (ii)  consolidated and consolidating 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 an opinion thereon of independent certified public
     accountants of recognized national standing,

                                      -11-
<PAGE>

     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, provided
     that the delivery within the time period specified above of the Company's
     Annual Report on Form 10-K for such fiscal year (together with the
     Company's annual report to shareholders, if any, prepared pursuant to Rule
     14a-3 under the Exchange Act) prepared in accordance with the requirements
     therefor and filed with the Securities and Exchange Commission, shall be
     deemed to satisfy the requirements of this Section 7.1(b);

            (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 public securities
     holders generally, and (ii) each regular or periodic report, each
     registration statement (without exhibits except as expressly requested by
     such holder), and each prospectus and all amendments thereto filed by the
     Company or any Subsidiary with the Securities and Exchange Commission and
     of all press releases and other statements made available generally by the
     Company or any Subsidiary to the public concerning developments that are
     Material;

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

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

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

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

                                      -12-
<PAGE>

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

           (f)  Notices from Governmental Authority -- promptly, and in any
     event within 10 Business 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;

           (g)  Projections -- if any other creditor of the Company is given any
     of the following projections, then simultaneously therewith, projected
     annual consolidated balance sheet and statement of income of the Company
     and its Subsidiaries for any fiscal period of the Company; and

           (h)  Requested Information -- with reasonable promptness, such other
     data and information relating to the business, operations, affairs,
     financial condition, assets or properties of the Company or any of its
     Subsidiaries or relating to the ability of the Company to perform its
     obligations hereunder and under the Notes as from time to time may be
     reasonably requested by any such holder of Notes; provided, however, that
     the Company shall not be required to disclose trade secrets.

     Section 7.2.  Officer's Certificate.  Each set of financial statements
delivered to a holder of Notes pursuant to Section 7.1(a) or Section 7.1(b)
hereof shall be accompanied by a certificate of a Senior Financial Officer
setting forth:


           (a)  Covenant Compliance -- the information (including detailed
     calculations) required in order to establish whether the Company was in
     compliance with the requirements of Section 10 during the quarterly or
     annual period covered by the statements then being furnished (including
     with respect to each such Section, where applicable, the calculations of
     the maximum or minimum amount, ratio or percentage, as the case may be,
     permissible under the terms of such Sections, and the calculation of the
     amount, ratio or percentage then in existence); and

            (b) Event of Default -- a statement that such officer has reviewed
     the relevant terms hereof and has made, or caused to be made, under his or
     her supervision, a review of the transactions and conditions of the Company
     and its Subsidiaries from the beginning of the quarterly or annual period
     covered by the statements then being furnished to the date of the
     certificate and that such review shall not have disclosed the existence
     during such period of any condition or event that constitutes a Default or
     an

                                      -13-
<PAGE>

     Event of Default or, if any such condition or event existed or exists
     (including, without limitation, any such event or condition resulting from
     the failure of the Company or any Subsidiary to comply with any
     Environmental Law), specifying the nature and period of existence thereof
     and what action the Company shall have taken or proposes to take with
     respect thereto.

     Section 7.3.  Inspection.  The Company shall permit the representatives of
each holder of Notes that is an Institutional Investor:

              (a)  No Default -- if no Default or Event of Default then exists,
     at the expense of such holder and upon reasonable prior notice to the
     Company, to visit the principal executive office of the Company, to discuss
     the affairs, finances and accounts of the Company and its Subsidiaries with
     the Company's officers, and (with the consent of the Company, which consent
     will not be unreasonably withheld) its independent public accountants, and
     (with the consent of the Company, which consent will not be unreasonably
     withheld) to visit the other offices and properties of the Company and each
     Subsidiary, all at such reasonable times and as often as may be reasonably
     requested in writing; 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.  Required Payment and Optional Prepayment of the Notes.

     Section 8.1.  Required Payments.  The entire principal amount of the Notes
shall become due and payable on December 27, 2004.

     Section 8.2.  Optional Prepayments with Make-Whole Amount.  The Company
may, at its option, upon notice as provided below, prepay at any time all, or
from time to time any part of, the Notes (but if in part then in a minimum
principal amount of $1,000,000) at 100% of the principal amount so prepaid, plus
the Make-Whole Amount determined for the prepayment date with respect to such
principal amount. The Company will give each holder of Notes written notice of
each optional prepayment under this Section 8.2 not less than 30 days and not
more than 60 days prior to the date fixed for such prepayment. Each such notice
shall specify such date, the aggregate principal amount 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 8.3), 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

                                      -14-
<PAGE>

the date of such notice were the date of the prepayment), setting forth the
details of such computation. Two Business Days prior to such prepayment, the
Company shall deliver to each holder of Notes a certificate of a Senior
Financial Officer specifying the calculation of such Make-Whole Amount as of the
specified prepayment date.

     Section 8.3.  Allocation of Partial Prepayments.  In the case of each
partial prepayment of the Notes, the principal amount of the Notes to be prepaid
shall be allocated among all of the Notes at the time outstanding in proportion,
as nearly as practicable, to the respective unpaid principal amounts thereof not
theretofore called for prepayment.

     Section 8.4.  Maturity; Surrender, etc.  In the case of each prepayment
of Notes pursuant to this Section 8, the principal amount of each Note to be
prepaid shall mature and become due and payable on the date fixed for such
prepayment, together with interest on such principal amount accrued to such date
and the applicable Make-Whole Amount, if any. From and after such date, unless
the Company shall fail to pay such principal amount when so due and payable,
together with the interest and Make-Whole Amount, if any, as aforesaid, interest
on such principal amount shall cease to accrue. Any Note paid or prepaid in full
shall be surrendered to the Company and cancelled and shall not be reissued, and
no Note shall be issued in lieu of any prepaid principal amount of any Note.

     Section 8.5.  Purchase of Notes.  The Company will not and will not permit
any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or
indirectly, any of the outstanding Notes except upon the payment or prepayment
of the Notes in accordance with the terms of this Agreement and the Notes. The
Company will promptly cancel all Notes acquired by it or any Affiliate pursuant
to any payment, prepayment or purchase of Notes pursuant to any provision of
this Agreement and no Notes may be issued in substitution or exchange for any
such Notes.

     Section 8.6.  Make-Whole Amount.  The term "Make-Whole Amount" means, with
respect to any Note, an amount equal to the excess, if any, of the Discounted
Value of the Remaining Scheduled Payments with respect to the Called Principal
of such Note over the amount of such Called Principal, provided that the Make-
Whole Amount may in no event be less than zero. For the purposes of determining
the Make-Whole Amount, the following terms have the following meanings:

          "Called Principal" means, with respect to any Note, the principal of
     such Note that is to be prepaid pursuant to Section 8.2 or 8.7 or has
     become or is declared to be immediately due and payable pursuant to Section
     12.1, as the context requires.

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

                                      -15-
<PAGE>

          "Reinvestment Yield" means, with respect to the Called Principal of
     any Note, 0.50% over 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 "PX-1" on the Bloomberg Financial Market Screen (or
     such other display as may replace PX-1 on the Bloomberg Financial Market
     Screen) for actively traded U.S. Treasury securities having a maturity
     equal to the Remaining Average Life of such Called Principal as of such
     Settlement Date, or (ii) if such yields are not reported as of such time or
     the yields reported as of such time are not ascertainable, the Treasury
     Constant Maturity Series Yields reported, for the latest day for which such
     yields have been so reported as of the second Business Day preceding the
     Settlement Date with respect to such Called Principal, in Federal Reserve
     Statistical Release H. 15 (519) (or any comparable successor publication)
     for actively traded U.S. Treasury securities having a constant maturity
     equal to the Remaining Average Life of such Called Principal as of such
     Settlement Date.  Such implied yield will be determined, if necessary, by
     (a) converting U.S. Treasury bill quotations to bond-equivalent yields in
     accordance with accepted financial practice and (b) interpolating linearly
     between (1) the actively traded U.S. Treasury security with the maturity
     closest to and greater than the Remaining Average Life and (2) the actively
     traded U.S. Treasury security with the maturity closest to and less than
     the Remaining Average Life.

          "Remaining Average Life" means, with respect to any Called Principal,
     the number of years (calculated to the nearest one-twelfth year) obtained
     by dividing (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 Note, all payments of such Called Principal and interest
     thereon that would be due after the Settlement Date with respect to such
     Called Principal if no payment of such Called Principal were made prior to
     its scheduled due date, 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,
     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, 8.7 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 8.7 or has become or is declared to be immediately due and
     payable pursuant to Section 12.1, as the context requires.

                                      -16-
<PAGE>

     Section 8.7.  Change in Control.

     (a)  Notice of Change in Control or Control Event. The Company will, within
fifteen 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 8.7. If a Change in Control has occurred, such notice shall contain and
constitute an offer to prepay Notes as described in subparagraph (c) of this
Section 8.7 and shall be accompanied by the certificate described in
subparagraph (g) of this Section 8.7.

     (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 Notes as described in
subparagraph (c) of this Section 8.7, accompanied by the certificate described
in subparagraph (g) of this Section 8.7, and (ii) contemporaneously with such
action, it prepays all Notes required to be prepaid in accordance with this
Section 8.7.

     (c)  Offer to Prepay Notes. The offer to prepay Notes contemplated by
subparagraphs (a) and (b) of this Section 8.7 shall be an offer to prepay, in
accordance with and subject to this Section 8.7, all, but not less than all, the
Notes 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 8.7, such date shall be
not less than 30 days and not more than 60 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 30th day after the date of such offer).

     (d)  Acceptance.  A holder of Notes may accept the offer to prepay made
pursuant to this Section 8.7 by causing a notice of such acceptance to be
delivered to the Company at least 15 days prior to the Proposed Prepayment Date.
A failure by a holder of Notes to respond to an offer to prepay made pursuant to
this Section 8.7 shall be deemed to constitute an acceptance of such offer by
such holder.

     (e)  Prepayment.  Prepayment of the Notes to be prepaid pursuant to this
Section 8.7 shall be at 100% of the principal amount of such Notes, plus the
Make-Whole Amount determined for the date of prepayment with respect to such
principal amount, 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 8.7.

     (f)  Deferral Pending Change in Control.  The obligation of the Company to
prepay Notes pursuant to the offers required by subparagraph (b) and accepted in
accordance with subparagraph (d) of this Section 8.7 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 does
not occur on the Proposed Prepayment Date in respect thereof, the

                                      -17-
<PAGE>

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 8.7 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 8.7 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 8.7; (iii) the principal amount of each Note offered to be prepaid; (iv)
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; (v) the interest that would be
due on each Note offered to be prepaid, accrued to the Proposed Prepayment Date;
(vi) that the conditions of this Section 8.7 have been fulfilled; and (vii) in
reasonable detail, the nature and date or proposed date of the Change in
Control.  Two Business Days prior to such prepayment, the Company shall deliver
to each holder of Notes which has accepted or is deemed to have accepted the
Company's offer to prepay the Notes a certificate of a Senior Financial Officer
specifying the calculation of such Make-Whole Amount as of the specified
prepayment date.

     (h)  "Change in Control" Defined.  "Change in Control" means each and every
issue, sale or other disposition of shares of stock of the Company which results
in any person (as such term is used in section 13(d) and section 14(d)(2) of the
Exchange Act) or related persons constituting a group (as such term is used in
Rule 13d-5 under the Exchange Act) (herein, an "Acquiring Person"), other than
any Approved Owner, becoming 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.

     (i)  "Control Event" Defined.  "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 Acquiring Person 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.

                                      -18-
<PAGE>

     As used herein, the term "Approved Owner" shall mean (i) the Control Group,
or (ii) any individual which is employed by the Company as of the date of this
Agreement.

     "Control Group" shall mean (i) William E. Bindley; (ii) the spouse, lineal
descendants and spouses of the lineal descendants of William E. Bindley; (iii)
the estates or legal representatives of the persons named in clauses (i) and
(ii); (iv) trusts established for the benefit of any person named in clauses (i)
and (ii); and (v) entities of which more than 50% (by number of votes) of the
voting stock is owned directly or indirectly by the Persons named in clauses (i)
through (iv), both inclusive.

Section 9.  Affirmative Covenants.

     The Company covenants that from and after the date of this Agreement:

     Section 9.1.  Compliance with Law.  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,
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 such taxes and assessments have become due and payable
and before

                                      -19-
<PAGE>

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 or assessment or claims 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 and assessments in the aggregate could not reasonably be expected to have
a Material Adverse Effect.

     Section 9.5.  Corporate Existence, etc.  The Company will at all times
preserve and keep in full force and effect its corporate existence. Subject to
Section 10.7, the Company will at all times preserve and keep in full force and
effect the corporate existence of each of its Subsidiaries 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, have a Material Adverse Effect.

Section 10.  Negative Covenants.

     The Company covenants that from and after the date of this Agreement:

     Section 10.1.  Consolidated Net Worth.  The Company will at all times keep
and maintain Consolidated Net Worth at an amount not less than the sum of (i)
$295,000,000 plus (ii) 50% of Consolidated Net Income for each fiscal quarter
ending during the period from and after December 31, 1999 to and including the
date of any determination thereof, computed on a cumulative basis for such
entire period, plus (iii) an amount equal to 100% of the net cash proceeds
received by the Company after the date of this Agreement from the sale of any
shares of capital stock of the Company and its Subsidiaries or from any other
capital contribution. If Consolidated Net Income is a deficit for any fiscal
quarter, such deficit shall not reduce the amount of Consolidated Tangible Net
Worth required to be maintained pursuant to this Section 10.1.

     Section 10.2.  Limitations on Debt.  The Company will not at any time
permit the ratio of Consolidated Debt to Consolidated EBITDA for the period of
four consecutive fiscal quarters most recently ended to be greater than 3.25 to
1.0.

     Section 10.3.  Limitations on Priority Debt.  The Company will not at any
time permit the aggregate principal amount of Priority Debt to exceed 20% of
Consolidated Tangible Net Worth.

     Section 10.4.  Interest Coverage Ratio.  The Company will not at any time
permit the Interest Coverage Ratio for each period of the immediately preceding
four consecutive fiscal quarters to be less than 2.50 to 1.0.

     Section 10.5.  Limitation on 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

                                      -20-
<PAGE>

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, except:

          (a)  Liens for property taxes and assessments or governmental charges
     or levies and Liens securing claims or demands of mechanics and
     materialmen, provided payment thereof is not at the time required by
     Section 9.4;

          (b)  Liens created by or resulting from any litigation or legal
     proceeding which is currently being contested in good faith by appropriate
     proceedings or which result from a final, nonappealable judgment which is
     satisfied within 30 days after such judgment becomes final and
     nonappealable;

          (c)  Liens incidental to the normal conduct of business of the
     Company or any Subsidiary or to secure claims for labor, materials or
     supplies in respect of obligations not overdue or in connection with the
     ownership of its property (including Liens in connection with worker's
     compensation, unemployment insurance and other like laws, warehousemen's
     and attorney's liens and statutory landlords' liens) which are not incurred
     in connection with the incurrence of Debt or the borrowing of money and
     which do not in the aggregate Materially impair the use of such property in
     the operation of the business of the Company and its Subsidiaries, taken as
     a whole, or the value of such property for the purpose of such business;

          (d)  Liens securing Debt of a Subsidiary to the Company or to a
     Wholly-Owned Subsidiary;

          (e)  Liens existing as of the date of this Agreement and reflected in
     Schedule 10.5; and any extension, renewal or replacement of any such Lien,
     provided that no additional property shall be encumbered by such Liens and
     the unpaid principal amount of the Debt secured thereby shall not be
     increased on or after the date of any such extension, renewal or
     replacement;

          (f)  Liens arising in connection with Securitization Debt of a
     Securitization Subsidiary, provided that such Lien shall only attach to the
     accounts receivable securing such Securitization Debt;

          (g)  minor survey exceptions or minor encumbrances, easements or
     reservations, or rights of others for rights-of-way, utilities and other
     similar purposes, or zoning or other restrictions as to the use of real
     properties, which are necessary for the conduct of the activities of the
     Company and its Subsidiaries or which customarily exist on properties of
     corporations engaged in similar activities and similarly situated and which
     do not in any event materially impair their use in the operation of the
     business of the Company and its Subsidiaries;

                                      -21-
<PAGE>

          (h)  Liens incurred after the date of this Agreement given to secure
     the payment of the purchase price incurred in connection with the
     acquisition of fixed assets useful and intended to be used in carrying on
     the business of the Company or a Subsidiary, including Liens existing on
     such property at the time of acquisition thereof, or Liens incurred within
     180 days of such acquisition thereof, or at the time of acquisition by the
     Company or a Subsidiary of any business entity then owning such fixed
     assets, so long as they were not incurred, extended or renewed in
     contemplation of such acquisition, provided that (i) the Lien shall attach
     solely to the fixed assets acquired or purchased, (ii) at the time of
     acquisition of such fixed assets, the aggregate amount remaining unpaid on
     all Debt secured by Liens on such fixed assets, whether or not assumed by
     the Company or a Subsidiary, shall not exceed an amount equal to the lesser
     of the total purchase price or fair market value at the time of acquisition
     of such fixed assets (as determined in good faith by the Board of Directors
     of the Company or any Subsidiary, as the case may be), and (iii) the
     aggregate principal amount of all such Debt shall have been incurred within
     the applicable limitations set forth in Sections 10.2 and 10.3; and

          (i)  in addition to the Liens permitted by the preceding clauses (a)
     through (h), inclusive, of this Section 10.5, Liens securing Priority Debt
     of the Company or any Subsidiary, provided that such Priority Debt shall be
     permitted by the applicable limitations set forth in Sections 10.2 and
     10.3.

    Section 10.6.  Investments.  The Company will not, and will not permit any
Subsidiary to, make any Investments, other than:

          (a)  Investments by the Company and its Subsidiaries in and to
     Subsidiaries, including any Investment in a corporation which, after giving
     effect to such Investment, will become a Subsidiary;

          (b)  Investments in commercial paper maturing in 270 days or less
     from the date of issuance which, at the time of acquisition by the Company
     or any Subsidiary, is accorded the highest rating by Standard & Poor's
     Ratings Group, Moody's Investors Service, Inc. or other nationally
     recognized credit rating agency of similar standing;

          (c)  Investments in direct obligations of the United States of
     America or any agency or instrumentality of the United States of America,
     the payment or guarantee of which constitutes a full faith and credit
     obligation of the United States of America, in either case, maturing in
     twelve months or less from the date of acquisition thereof;

          (d)  Investments in certificates of deposit maturing within one year
     from the date of issuance thereof, issued by a bank or trust company
     organized under the laws of the United States of America or any state
     thereof, having capital, surplus and undivided profits aggregating at least
     $250,000,000 and whose long-term certificates of deposit are, at the time
     of acquisition thereof by the Company or a Subsidiary, rated A or better by
     Standard & Poor's Ratings Group or A or better by Moody's Investors
     Service, Inc. or other nationally recognized credit rating agency of
     similar standing;

                                      -22-
<PAGE>

          (e)  loans or advances in the usual and ordinary course of business
     to officers, directors and employees for expenses (including moving
     expenses related to a transfer) incidental to carrying on the business of
     the Company or any Subsidiary;

          (f)  Investments in certificates of deposit maturing within one year
     from the date of issuance, issued by a commercial bank or trust company
     organized under the laws of the United States of America or any State
     thereof; provided that the aggregate amount of all Investments in such
     certificates of deposit owned by the Company and its Subsidiaries shall not
     at any time exceed $1,000,000;

          (g)  Investments in marketable debt Securities maturing within 270
     days from the date of acquisition thereof, issued by any State, territory
     or possession of the United States of America or any political subdivision
     thereof (including the District of Columbia) which, at the time of
     acquisition thereof by the Company or any Subsidiary, is accorded a rating
     of A or better by Standard & Poor's Ratings Group, Moody's Investors
     Service, Inc. or other nationally recognized credit rating agency of
     similar standing;

          (h)  Investments in money market funds investing principally in the
     types of Securities described in clauses (b), (c), (d) and (g) of this
     Section 10.6 and having, at the time of acquisition thereof by the Company
     or any Subsidiary, assets in excess of $100,000,000; and

          (i)  other Investments (in addition to those permitted by the
     foregoing clauses (a) through (h), inclusive of this Section 10.6),
     provided that the aggregate amount of all such other Investments at any
     time owned by the Company and its Subsidiaries shall not exceed 10% of
     Consolidated Tangible Net Worth.

     In valuing any Investments for the purpose of applying the limitations set
forth in this Section 10.6, such Investments shall be taken at the original cost
thereof, without allowance for any subsequent write-offs or appreciation or
depreciation therein, but less any amount repaid or recovered on account of
capital or principal.

     For purposes of this Section 10.6, at any time when a corporation becomes a
Subsidiary, all Investments of such corporation at such time shall be deemed to
have been made by such corporation, as a Subsidiary, at such time.

   Section 10.7.  Mergers, Consolidations and Sales of Assets.  The Company will
not, and will not permit any Subsidiary to, (i) consolidate with or be a party
to a merger with any other corporation or (ii) sell, lease or otherwise dispose
of any of the assets of the Company and its Subsidiaries; provided, however,
that:

          (a)  the Company and any Subsidiary may sell inventory in the
     ordinary course of business;

                                      -23-
<PAGE>

          (b)  the Company and any Subsidiary may sell or otherwise dispose of
     property no longer used or useful in the conduct of the business of the
     Company or any Subsidiary;

          (c)  any Subsidiary may merge or consolidate with or into (1) the
     Company or any Wholly-Owned Subsidiary, so long as in any merger or
     consolidation involving the Company, the Company shall be the surviving or
     continuing corporation, and (2) any other corporation, if (i) the surviving
     or continuing corporation is a Wholly-Owned Subsidiary, and (ii) at the
     time of such consolidation or merger and after giving effect thereto, no
     Default or Event of Default shall have occurred and be continuing;

          (d)  the Company may consolidate or merge with any other corporation
     if (i) the Company shall be the surviving or continuing corporation, and
     (ii) at the time of such consolidation or merger and after giving effect
     thereto, no Default or Event of Default shall have occurred and be
     continuing; and

          (e)  the Company may make a Qualified Sale of Accounts Receivable if,
     at such time and after giving effect thereto, no Default or Event of
     Default shall have occurred and be continuing and the aggregate amount of
     all accounts receivable originated by the Company and its Subsidiaries
     which are securitized pursuant to any asset securitization transaction
     shall not exceed at any one time $350,000,000.

    Section 10.8.  Sale-and-Leasebacks.  The Company will not, and will not
permit any Subsidiary to, enter into any Sale-and-Leaseback Transaction.

    Section 10.9.  Change in Business.  The Company will not, and will not
permit any Subsidiary to, engage in any business activity or operation
substantially different from, and unrelated to, the present business activities
and operations conducted by the Company and its Subsidiaries on the date of this
Agreement, except for business activities or operations in which the aggregate
Investment of the Company and its Subsidiaries does not exceed 10% of
Consolidated Tangible Net Worth.

    Section 10.10.  Guaranties.  The Company will not, and will not permit any
Subsidiary to, become or be liable in respect of any Guaranty except Guaranties
by the Company which are limited in amount to a stated maximum dollar exposure
or which constitute Guaranties of obligations incurred by any Subsidiary in
compliance with the provisions of this Agreement.

    Section 10.11.  Hazardous Materials.  The Company will not, and will not
permit any Subsidiary to, permit or allow to continue the release or threatened
release of any Hazardous Materials on any premises owned or occupied by or under
lease to the Company or any Subsidiary.

    Section 10.12.  Transactions with Affiliates.  The Company will not and will
not permit any Subsidiary to enter into directly or indirectly any transaction
or group of related transactions (including without limitation the purchase,
lease, sale or exchange of properties of any kind or

                                      -24-
<PAGE>

the rendering of any service) with any Affiliate (other than the Company or
another Subsidiary) that are Material, either individually or in the aggregate,
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 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 days after the same becomes due and payable; or

          (c)  the Company defaults in the performance of or compliance with
     any term contained in Section 10; or

          (d)  the Company defaults in the performance of or compliance with
     any term contained herein (other than those referred to in paragraphs (a),
     (b) and (c) of this Section 11) 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
     paragraph (d) of Section 11); 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 $5,000,000 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 $5,000,000 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 (or one or more
     Persons are entitled to declare such Debt to be), 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

                                      -25-
<PAGE>

     condition (other than the passage of time or the right of the holder of
     Debt to convert such Debt into equity interests), (x) 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 $5,000,000, or (y) one
     or more Persons have the right to require the Company or any Subsidiary so
     to purchase or repay such Debt; or

          (g)  the Company or any 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 governmental authority of competent jurisdiction
     enters an order appointing, without consent by the Company or any of its
     Subsidiaries, a custodian, receiver, trustee or other officer with similar
     powers with respect to it or with respect to any substantial part of its
     property, 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 Subsidiaries, or any such petition shall be filed
     against the Company or any of its 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 $1,000,000 are rendered against one or more of the
     Company and its Subsidiaries and which judgments are not, within 30 days
     after entry thereof, bonded, discharged or stayed pending appeal, or are
     not discharged within 30 days after the expiration of such stay; or

          (j)  if (i) any Plan shall fail to satisfy the minimum funding
     standards of ERISA or the Code for any plan year or part thereof or a
     waiver of such standards or extension of any amortization period is sought
     or granted under section 412 of the Code, (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 $100,000, (iv) the Company or any ERISA Affiliate shall have
     incurred or is reasonably expected to incur any liability pursuant to Title
     I or

                                      -26-
<PAGE>

     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.

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 paragraph (g) or (h) of Section 11 (other than an Event of
Default described in clause (i) of paragraph (g) or described in clause (vi) of
paragraph (g) by virtue of the fact that such clause encompasses clause (i) of
paragraph (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, any
holder or holders of more than 25% in principal amount of the Notes at the time
outstanding 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 paragraph (a) or (b) of Section
11 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 Note's becoming due and payable under this Section 12.1, whether
automatically or by declaration, such Note will forthwith mature and the entire
unpaid principal amount of such Note, plus (x) all accrued and unpaid interest
thereon 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

                                      -27-
<PAGE>

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 (b) or (c) of Section 12.1, the holders of
not less than 66-2/3% in principal amount of the Notes then outstanding, 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 the
Notes, at the Default Rate, (b) 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 (c)
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
at the principal executive office of the Company for registration of transfer or
exchange (and in the case of a surrender for registration of transfer, duly
endorsed or accompanied by a written

                                      -28-
<PAGE>

instrument of transfer duly executed by the registered holder of such Note or
its attorney duly authorized in writing and accompanied by the address for
notices of each transferee of such Note or part thereof), 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) 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 Exhibit 1. 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, one Note 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,
provided that such holder may (in reliance upon information provided by the
Company, which shall not be unreasonably withheld) make a representation to the
effect that the purchase by such holder of any Note will not constitute a non-
exempt prohibited transaction under Section 406(a) of ERISA.

    Section 13.3.  Replacement of Notes.  Upon receipt by the Company 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 an Institutional Investor,
     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,

the Company at its own expense shall execute and deliver, in lieu thereof, a new
Note, 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 Chicago, Illinois at the principal office of Bank One
N.A. 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.

                                      -29-
<PAGE>

    Section 14.2.  Home Office Payment.  So long as you or your 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 your name in Schedule A, or
by such other method or at such other address as you 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, you 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 you or your nominee you
will, at your 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 you under this Agreement and that has made the same agreement
relating to such Note as you 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, local or other counsel) incurred by you or 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, and (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.
The Company will pay, and will save you 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 retained by you).

    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 you of any Note or portion

                                      -30-
<PAGE>

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 you 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 you 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, 20 or 21 hereof, or any defined
term (as it is used therein), will be effective as to you unless consented to by
you 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, 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, or (iii) amend any of Sections 8,
11(a), 11(b), 12, 17 or 20.

     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, to any holder of Notes as
consideration for or as an inducement to the entering into by any holder of
Notes or any waiver or amendment of any of the terms and provisions hereof
unless such remuneration is concurrently paid, or security is concurrently
granted, 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

                                      -31-
<PAGE>

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 telefacsimile 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:

            (i)    if to you or your nominee, to you or it at the address
     specified for such communications in Schedule A, or at such other address
     as you or it shall have specified to the Company in writing,

            (ii)   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

            (iii)  if to the Company, to the Company at its address set forth at
     the beginning hereof to the attention of the Chief Financial Officer, 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 you at the Closing (except the Notes
themselves), and (c) financial statements, certificates and other information
previously or hereafter furnished to you, may be reproduced by you by any
photographic, photostatic, microfilm, microcard, miniature photographic or other
similar process

                                      -32-
<PAGE>

and you 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 you 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 you 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 you 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 you prior
to the time of such disclosure, (b) subsequently becomes publicly known through
no act or omission by you or any person acting on your behalf, (c) otherwise
becomes known to you other than through disclosure by the Company or any
Subsidiary or (d) constitutes financial statements delivered to you under
Section 7.1 that are otherwise publicly available. You will maintain the
confidentiality of such Confidential Information in accordance with procedures
adopted by you in good faith to protect confidential information of third
parties delivered to you, provided that you may deliver or disclose Confidential
Information to (i) your directors, officers, employees, agents, attorneys and
affiliates (to the extent such disclosure reasonably relates to the
administration of the investment represented by your Notes), (ii) your 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 you sell or offer 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 you offer 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 you, (vii) the National
Association of Insurance Commissioners or any similar organization, or any
nationally recognized rating agency that requires access to information about
your 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 you, (x) in response to any
subpoena or other legal process, (y) in connection with any litigation to which
you are a party or (z) if an Event of Default has occurred and is continuing, to
the extent you 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 your 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

                                      -33-
<PAGE>

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.

     You shall have the right to substitute any one of your Affiliates as the
purchaser of the Notes that you have agreed to purchase hereunder, by written
notice to the Company, which notice shall be signed by both you 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, wherever the word "you" is used in this Agreement (other than in
this Section 21), such word shall be deemed to refer to such Affiliate in lieu
of you.  In the event that such Affiliate is so substituted as a purchaser
hereunder and such Affiliate thereafter transfers to you all of the Notes then
held by such Affiliate, upon receipt by the Company of notice of such transfer,
wherever the word "you" is used in this Agreement (other than in this Section
21), such word shall no longer be deemed to refer to such Affiliate, but shall
refer to you, and you shall have all the rights of an original holder of the
Notes under this Agreement.

Section 22.  Additional Debt.

     Subject to the terms and provisions hereof, the Company may, from time to
time, issue and sell additional senior promissory notes and may, in connection
with the documentation thereof, incorporate by reference various provisions of
this Agreement.  Such incorporation by reference shall not modify, dilute or
otherwise affect the terms and provisions hereof including, without limitation,
the priority of the Notes and the percentage of the Notes required to approve an
amendment or effectuate a waiver under the provisions of Section 17.1 or the
percentages of the Notes required to accelerate the Notes or rescind such an
acceleration under the provisions of Section 12.

Section 23.  Miscellaneous.

          Section 23.1.  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 23.2.  Payments Due on Non-Business Days.  Anything in this
Agreement or the Notes to the contrary notwithstanding, 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.

                                      -34-
<PAGE>

          Section 23.3.  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 23.4.  Construction.  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.

     Where the character or amount of any asset or liability or item of income
or expense is required to be determined or any consolidation or other accounting
computation is required to be made for the purposes of this Agreement, the same
shall be done in accordance with GAAP, to the extent applicable, except where
such principles are inconsistent with the express requirements of this
Agreement.

          Section 23.5.  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.

          Section 23.6.  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 Illinois excluding choice-of-law principles of the law
of such State that would require the application of the laws of a jurisdiction
other than such State.

                           *     *     *     *     *

                                      -35-
<PAGE>

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

                                 Very truly yours,

                                 Bindley Western Industries, Inc.


                                 By /s/ Thomas J. Salentine
                                    ------------------------------

                                    EVP & Chief Financial Officer
                                    ------------------------------


                                      -36-
<PAGE>

The foregoing is hereby agreed
to as of the date thereof.

                                      Nationwide Life Insurance Company

                                      By Mark W. Poeppelman
                                         -----------------------------
                                         Its Vice President
                                             -------------------------

                                      -37-
<PAGE>

                       Information Relating to Purchasers

Name and Address of Purchaser

Nationwide Life Insurance Company                                $25,000,000
One Nationwide Plaza (1-33-07)
Columbus, Ohio  43215-2220

Payments

All payments on or in respect of the Notes to be by bank wire transfer of
Federal or other immediately available funds (identifying each payment as
"Bindley Western Industries, Inc., 7.93% Senior Notes Due December 27, 2004, PPN
090324 A@ 3, principal or interest") to:

     The Bank of New York (ABA #021-000-018)
     BNF:  IOC566
     F/A/O Nationwide Life Insurance Company
     Attention: P&I Dept.

Notices

All notices of payment on or in respect of the Notes and written confirmation of
each such payment to:

     Nationwide Life Insurance Company
     c/o The Bank of New York
     P.O. Box 19266
     Attention: P & I Department
     Newark, New Jersey 07195

     with a copy to:

     Nationwide Life Insurance Company
     Attention:  Investment Accounting
     One Nationwide Plaza (1-32-05)
     Columbus, Ohio 43215-2220

All notices and communications other than those in respect to payments to be
addressed:

     Nationwide Life Insurance Company
     One Nationwide Plaza (1-33-07)
     Columbus, Ohio 43215-2220
     Attention: Corporate Fixed-Income Securities

                                  Schedule A
                         (to Note Purchase Agreement)

                                      -38-
<PAGE>

Name of Nominee in which Notes are to be issued:  None

Taxpayer I.D. Number:  31-4156830

                                      A-2
<PAGE>

                                 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:

     "1996 Notes" means the $30,000,000 aggregate principal amount of the 7.25%
Senior Notes of the Company dated December 27, 1996.

     "Affiliate" means, at any time, and with respect to any Person, (a) 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 (b) any Person beneficially owning or holding, directly
or indirectly, 10% or more of any class of voting or equity interests of the
Company or any Subsidiary or any corporation of which the Company and its
Subsidiaries beneficially own or hold, in the aggregate, directly or indirectly,
10% or more of any class 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.

     "Business Day" means (a) for the purposes of Section 8.6 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 Chicago, Illinois or Indianapolis, Indiana 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.

     "Capital Lease Obligation" means, with respect to any Person and a Capital
Lease, the amount of the obligation of such Person as the lessee under such
Capital Lease which would, in accordance with GAAP, appear as a liability on a
balance sheet of such Person.

     "Change in Control" has the meaning set forth in Section 8.7.

     "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 Bindley Western Industries, Inc., an Indiana corporation.

     "Confidential Information" is defined in Section 20.

                                  Schedule B
                         (to Note Purchase Agreement)


<PAGE>

     "Consolidated Debt" means as of the date of any determination thereof all
Debt of the Company and its Subsidiaries, determined on a consolidated basis in
accordance with GAAP.

     "Consolidated EBITDA" means, with respect to any period, Consolidated Net
Income for such period plus all amounts deducted in the computation thereof on
account of (a) Interest Charges, (b) taxes imposed on or measured by income or
excess profits, (c) depreciation and (d) amortization.

     "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 in
accordance with GAAP, but excluding in any event:

          (a)  any extraordinary gains or losses; and

          (b)  post-retirement benefit expenses accrued in accordance with
     Statement of Financial Accounting Standards No. 106.

     "Consolidated Net Worth" means as of the date of any determination thereof
the total amount of consolidated assets of the Company and its Subsidiaries and
all items which would be included on the liability and equity side of a
consolidated balance sheet of the Company and its Subsidiaries, except capital
stock of any class, surplus and retained earnings of the Company, determined in
accordance with GAAP.

     "Consolidated Tangible Net Worth" means as of the date of any determination
thereof Consolidated Net Worth, less:

          (a)  good will (including the unallocated excess purchase cost of
     assets acquired in a transaction accounted for as a purchase over the
     aggregate fair market value thereof on the date of acquisition), patents,
     trade names, trade marks, copyrights, franchises, deferred assets
     (including unamortized debt discount and expense, deferred research and
     development expenses and organizational expenses) and such other assets as
     are properly classified as "intangible assets" in accordance with GAAP;

          (b)  Investments in Affiliates (other than Subsidiaries) or any
     extension of credit to shareholders, officers directors or employees of the
     Company and its Affiliates;

          (c)  any write-up of assets of the Company or its Subsidiaries after
     the date of this Agreement (other than a write-up of assets of a Subsidiary
     in connection with the acquisition of such Subsidiary in accordance with
     GAAP); and

          (d)  the difference between the current market value and the cost
     (but not below zero) of the Marketable Securities of the Company and its
     Subsidiaries.

     "Debt" of any Person means and includes all (i) obligations of such Person
for borrowed money or which has been incurred in connection with the acquisition
of property or assets

                                      B-2
<PAGE>

(excluding accounts payable arising in the ordinary course of business), (ii)
obligations secured by any Lien upon property or assets owned by such Person,
even though such Person has not assumed or become liable for the payment of such
obligations, (iii) obligations created or arising under any conditional sale or
other title retention agreement with respect to property acquired by such
Person, notwithstanding the fact that the rights and remedies of the seller,
lender or lessor under such agreement in the event of default are limited to
repossession or sale of property, (iv) Capital Lease Obligations, (v) recourse
obligations of such Person related to asset securitization transactions, and
(vi) Guaranties of obligations of others of the character referred to in this
definition. For purposes of all computation made pursuant to this Agreement,
Debt shall not include Securitization Debt of any Securitization Subsidiary.

     "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 that rate of interest that is the greater of (i) 9.93%
per annum or (ii) 2% over the rate of interest publicly announced by Bank One
N.A. in Chicago, Illinois as its "base" or "prime" rate.

     "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 substances or wastes, air emissions and discharges to
waste or public systems.

     "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.

     "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

               (i)    the United States of America or any State or other
          political subdivision thereof, or

                                      B-3
<PAGE>

               (ii)   any 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.

     "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
indebtedness, 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 or 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, without limitation, asbestos, urea formaldehyde foam insulation and
polychlorinated biphenyls).

     "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.

     "Institutional Investor" means (a) any original purchaser of a Note, and
(b) 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.

                                      B-4
<PAGE>

     "Interest Charges" means for any period all interest and all amortization
of debt discount and expense on any particular Debt (including imputed interest
on Capital Lease Obligations) for which such calculations are being made,
determined in accordance with GAAP.

     "Interest Coverage Ratio" means for any period the ratio of (a) Net Income
Available for Interest Charges, to (b) Interest Charges.

     "Investments" means all investments, in cash or by delivery of property
made, directly or indirectly in any Person, whether by acquisition of shares of
capital stock, indebtedness or other obligations or Securities or by loan,
advance, capital contribution or otherwise; provided, however, that
"Investments" shall not mean or include routine investments in property to be
used or consumed in the ordinary course of business.

     "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).

     "Make-Whole Amount" is defined in Section 8.6.

     "Marketable Securities" means:

          (a)  Securities issued or guaranteed by the United States government
     or any agency thereof;

          (b)  certificates of deposit issued by, or time deposits in, domestic
     U.S. commercial banks that have, or are members of a group of U.S. domestic
     commercial banks that have, consolidated total assets in an amount not less
     than $5,000,000,000;

          (c)  commercial paper rated A-1+ or P-1 by Standard & Poor's Rating
     Group or Moody's Investors Service, Inc. or the highest rating then
     available from such rating agencies;

          (d)  stock listed on the New York, American or National NASDAQ
     Exchange (other than shares of capital stock of the Company);

          (e)  mutual funds quoted daily in The Wall Street Journal; or

          (f)  bonds rated Ba or better by Moody's Investors Service, Inc. or
     BB or better by Standard & Poor's Rating Group.

     "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.

                                      B-5
<PAGE>

     "Material Adverse Effect" means a material adverse effect on (a) the
business, operations, affairs, financial condition, assets or properties 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.

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

     "Net Income Available for Interest Charges" means for any period the sum of
(i) Consolidated Net Income during such period plus (to the extent deducted in
determining Consolidated Net Income) (ii) all provisions for any Federal, state
or other income taxes made by the Company and its Subsidiaries during such
period, and (iii) all Interest Charges of the Company and its Subsidiaries
during such period.

     "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.

     "Person" means an individual, partnership, corporation, limited liability
company, association, trust, unincorporated organization, or a government or
agency or political subdivision thereof.

     "Plan" means an "employee benefit plan" (as defined in section 3(3) 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.

     "Priority Debt" means all Debt of any Subsidiary (other than Debt owing to
the Company or another Subsidiary) and all Debt of the Company which is secured
by a Lien described in Section 10.5(i).

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

     "Qualified Sale of Accounts Receivable" shall mean an absolute sale without
recourse of accounts receivable of the Company or any Subsidiary to a
Securitization Subsidiary or to any other Person for the purpose of issuing Debt
secured by such accounts receivable, provided (i) such sale is permitted by
Section 10.7(e), and (ii) the Company or such Subsidiary shall receive, in
exchange for such sale of accounts receivable, a cash consideration in an amount
not less than the fair market value of the accounts receivable sold.

                                      B-6
<PAGE>

     "Required Holders" means, at any time, the holders of at least 66-2/3% in
principal amount of the Notes 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, 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.

     "Securities Act" means the Securities Act of 1933, as amended from time to
time.

     "Securitization Debt" means Debt of any Securitization Subsidiary which by
its terms has recourse, in the event of any default thereof, solely to the
accounts receivable which secure such Debt and is otherwise non-recourse to the
property and assets of such Securitization Subsidiary or of any other Person.

     "Securitization Subsidiary" means any Subsidiary of the Company which
engages exclusively in financing accounts receivable originated by the Company
and its Subsidiaries and activities relating to such financing activities.

     "Security" shall have the same meaning as in Section 2(1) of the Securities
Act.

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

     "Subsidiary" means, as to any Person, any corporation, association or other
business entity in which such Person or one or more of its Subsidiaries or such
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 entity, and any partnership or joint venture if more
than a 50% interest in the profits or capital thereof is owned by such Person or
one or more of its Subsidiaries or such Person and one or more of its
Subsidiaries (unless such partnership can and does ordinarily take major
business actions without the prior approval of such 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.

     "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).

                                      B-7
<PAGE>

     "Wholly-Owned Subsidiary" means, at any time, any Subsidiary one hundred
percent (100%) 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.

                                      B-8
<PAGE>

                                [Form of Note]

                        Bindley Western Industries, Inc.

                    7.93% Senior Note due December 27, 2004

No. [_________]                                                           [Date]

$[____________]                                                      PPN _______

     For Value Received, the undersigned, Bindley Western Industries, Inc.
(herein called the "Company"), a corporation organized and existing under the
laws of the State of Indiana, hereby promises to pay to [________________], or
registered assigns, the principal sum of [________________] Dollars on December
27, 2004, 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 7.93% per annum
from the date hereof, payable semiannually, on the twenty-seventh day of June
and December in each year, commencing on the first of such dates after 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 greater of (i) 9.93% or (ii) 2% over the rate of interest publicly
announced by Bank One N.A. from time to time in Chicago, Illinois as its "base"
or "prime" rate.

     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 Bank One N.A. in Chicago, Illinois 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 Senior Notes (herein called the "Notes")
issued pursuant to the Note Purchase Agreement, dated as of December 15, 1999
(as from time to time amended, the "Note Purchase Agreement"), between the
Company and the Purchasers named therein and is entitled to the benefits
thereof.  Each holder of this Note will be deemed, by its acceptance hereof, to
have made the representation set forth in Section 6.2 of the Note Purchase
Agreement, provided that such holder may (in reliance upon information provided
by the Company, which shall not be unreasonably withheld) make a representation
to the effect that the purchase by such holder of this Note will not constitute
a non-exempt prohibited transaction under Section 406(a) of ERISA.

     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

                                   Exhibit 1
                         (to Note Purchase Agreement)
<PAGE>

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 parties shall be governed by, the law of the State of Illinois
excluding choice-of-law principles of the law of such State that would require
the application of the laws of a jurisdiction other than such State.

                                 Bindley Western Industries, Inc.


                                 By
                                   [Title]

                                     E-1-2
<PAGE>

                        Subsidiaries of the Company and
                         Ownership of Subsidiary Stock


                                                                 % Ownership of
                                                                Subsidiary Stock
1.   BW Food Distributors, Inc. - Salem, NH                            100%

2.   BW Transportation Services, Inc. - Indianapolis, IN               100%

3.   Special Services Company - Orange, CT                             100%

4.   Central Pharmacy Services, Inc. - Atlanta, GA
     (a Georgia corporation)                                           100%

5.   Priority Healthcare Services Corporation, - Indianapolis, IN      100%

6.   College Park Plaza Associates, Inc. - Indianapolis, IN            100%

7.   Bindley Western Funding Corporation - Woodland, CA
     (a Delaware corporation)                                          100%


Note:  All are Indiana corporations except as otherwise noted

                                  Schedule 5.4
                         (to Note Purchase Agreement)
<PAGE>

                             Financial Statements

     Unaudited financial statements as of September 30, 1999 and audited
financial statements as of December 31, 1998, 1997 and 1996 have been provided
to the Purchasers.


                                  Schedule 5.5
                         (to Note Purchase Agreement)
<PAGE>

                                 Patents, Etc.

     None.

                                 Schedule 5.11
                         (to Note Purchase Agreement)
<PAGE>

                      Existing Debt at November 30, 1999

Mortgage Note in Company's Dallas Facility 8.25% due in
     monthly installments through September, 2008                   $    588,673

7.25% Private placement debt due December 27, 1999                    30,000,000

Receivable Securitization interests outstanding                      237,962,700

Short-term bank line of credit borrowing outstanding                 171,500,000
                                                                    ------------
                                                                    $440,051,373
                                                                    ============

                                 Schedule 5.15
                          (to Note Purchase Agreement)
<PAGE>

                                 Existing Liens

     None.


                                 Schedule 10.5
                         (to Note Purchase Agreement)
<PAGE>

                          Form of Opinion of Counsel
                                to the Company

     The closing opinion of Baker & Daniels, counsel to the Company, which is
called for by Section 4.4 of the Note Purchase Agreement, shall be dated the
date of Closing and addressed to the Purchasers, shall be satisfactory in scope
and form to each Purchaser and shall be to the effect that:

          1.   The Company is a corporation, duly incorporated and validly
     existing under the laws of the Indiana, has the corporate power and
     authority to execute and perform the Note Purchase Agreement and to issue
     the Notes and has the corporate power and authority to conduct the
     activities in which it is now engaged and is duly licensed or qualified and
     is in good standing as a foreign corporation in each jurisdiction in which
     the character of the properties owned or leased by it or the nature of the
     business transacted by it makes such licensing or qualification necessary,
     except in each case where the failure to be so licensed or qualified would
     not have a Material Adverse Effect.

          2.   The Note Purchase Agreement has been duly authorized by all
     necessary corporate action on the part of the Company, has been duly
     executed and delivered by the Company and constitutes the legal, valid and
     binding contract of the Company enforceable in accordance with its terms,
     subject to bankruptcy, insolvency, fraudulent conveyance and similar laws
     affecting creditors' rights generally, and general principles of equity
     (regardless of whether the application of such principles is considered in
     a proceeding in equity or at law).

          3.   The Notes have been duly authorized by all necessary corporate
     action on the part of the Company, have been duly executed and delivered by
     the Company and constitute the legal, valid and binding obligations of the
     Company enforceable in accordance with their terms, subject to bankruptcy,
     insolvency, fraudulent conveyance and similar laws affecting creditors'
     rights generally, and general principles of equity (regardless of whether
     the application of such principles is considered in a proceeding in equity
     or at law).

          4.   No approval, consent or withholding of objection on the part of,
     or filing, registration or qualification with, any federal or Indiana
     governmental body, is necessary in connection with the execution and
     delivery of the Note Purchase Agreement or the Notes.

          5.   The issuance and sale of the Notes and the execution, delivery
     and performance by the Company of the Note Purchase Agreement do not
     conflict with or result in any breach of any of the provisions of or
     constitute a default under or result in the creation or imposition of any
     Lien upon any of the property of the Company pursuant to the provisions of
     the Articles of Incorporation or By-laws of the Company.


                                 Exhibit 4.4(a)
                          (to Note Purchase Agreement)
<PAGE>

          6.   The issuance, sale and delivery of the Notes under the
     circumstances contemplated by the Note Purchase Agreement do not, under
     existing law, require the registration of the Notes under the Securities
     Act of 1933, as amended, or the qualification of an indenture under the
     Trust Indenture Act of 1939, as amended.

          7.   Neither the issuance of the Notes nor the application of the
     proceeds of the sale of the Notes will violate or result in a violation of
     Section 7 of the Securities Exchange Act of 1934, as amended, or any
     regulation issued pursuant thereto, including, without limitation,
     Regulation T, U or X of the Board of Governors of the Federal Reserve
     System.

          8.   The Company is not an "investment company" or a company
     "controlled" by an "investment company," within the meaning of the
     Investment Company Act of 1940, as amended.

     With respect to matters of fact on which such opinion is based, such
counsel shall be entitled to rely on appropriate certificates of public
officials and other officers of the Company and upon the representations and
warranties of the Company and the Purchasers in the Note Purchase Agreement.
The opinion of Baker & Daniels may be limited to the laws of the State of
Indiana and the Federal laws of the United States.  To the extent the Note
Purchase Agreement and the Notes are governed by Illinois law, the opinions set
forth in paragraphs 2 and 3 as to enforceability mean that such documents and
instruments would be so enforceable under Indiana law.

                                  E-4.4(a)-2
<PAGE>

                    Form of Opinion of the General Counsel
                                of the Company

     The closing opinion of the General Counsel of the Company, which is called
for by Section 4.4 of the Note Purchase Agreement, shall be dated the date of
Closing and addressed to the Purchasers, shall be satisfactory in scope and form
to each Purchaser and shall be to the effect that:

          1.   The Company is a corporation, duly incorporated and validly
     existing under the laws of the Indiana, has the corporate power and
     authority to execute and perform the Note Purchase Agreement and to issue
     the Notes and has the corporate power and authority to conduct the
     activities in which it is now engaged and is duly licensed or qualified and
     is in good standing as a foreign corporation in each jurisdiction in which
     the character of the properties owned or leased by it or the nature of the
     business transacted by it makes such licensing or qualification necessary,
     except in each case where the failure to be so licensed or qualified would
     not have a Material Adverse Effect.

          2.   Each Subsidiary is a corporation duly organized, validly existing
     and in good standing under the laws of its jurisdiction of incorporation
     and is duly licensed or qualified and is in good standing in each
     jurisdiction in which the character of the properties owned or leased by it
     or the nature of the business transacted by it makes such licensing or
     qualification necessary, except in each case where the failure to be so
     licensed or qualified would not have a Material Adverse Effect.  All of the
     issued and outstanding shares of capital stock of each such Subsidiary have
     been duly issued, are fully paid and non-assessable and are owned by the
     Company, by one or more Subsidiaries, or by the Company and one or more
     Subsidiaries.

          3.   The issuance and sale of the Notes and the execution, delivery
     and performance by the Company of the Note Purchase Agreement do not
     conflict with or result in any breach of any of the provisions of or
     constitute a default under or result in the creation or imposition of any
     Lien upon any of the property of the Company pursuant to the provisions of
     the Articles of Incorporation or By-laws of the Company or any agreement or
     other instrument known to such counsel to which the Company is a party or
     by which the Company may be bound.

          4.   There are no actions, suits or proceedings pending or, to the
     knowledge of such counsel after due inquiry, threatened against or
     affecting the Company or any Subsidiary in any court or before any
     governmental authority or arbitration board or tribunal which, if adversely
     determined, would have a materially adverse effect on the properties,
     business, prospects, profits or condition, (financial or otherwise) of the
     Company and its Subsidiaries or the ability of the Company to perform its
     obligations under the Note Purchase Agreement and the Notes or on the
     legality, validity or enforceability of the Company's obligations under the
     Note Purchase Agreement or the Notes.  To the knowledge of such counsel,
     neither the Company nor any Subsidiary is in

                                Exhibit 4.4(b)
                         (to Note Purchase Agreement)
<PAGE>

     default with respect to any court or governmental authority, or arbitration
     board or tribunal.

     With respect to matters of fact on which such opinion is based, such
counsel shall be entitled to rely on appropriate certificates of public
officials and other officers of the Company and upon the representations and
warranties of the Company and the Purchasers in the Note Purchase Agreement.
The opinion of the General Counsel may be limited to the laws of the State of
Indiana and the Federal laws of the United States.

                                  E-4.4(b)-2
<PAGE>

                      Form of Opinion of Special Counsel
                               to the Purchasers

     The closing opinion of Chapman and Cutler, special counsel to the
Purchasers, called for by Section 4.4 of the Note Purchase Agreement, shall be
dated the date of Closing and addressed to each Purchaser, shall be satisfactory
in form and substance to each Purchaser and shall be to the effect that:

          1.   The Company is a corporation, validly existing under the laws of
     the State of Indiana and has the corporate power and the corporate
     authority to execute and deliver the Note Purchase Agreement and to issue
     the Notes.

          2.   The Note Purchase Agreement has been duly authorized by all
     necessary corporate action on the part of the Company, has been duly
     executed and delivered by the Company and constitutes the legal, valid and
     binding contract of the Company enforceable in accordance with its terms,
     subject to bankruptcy, insolvency, fraudulent conveyance and similar laws
     affecting creditors' rights generally, and general principles of equity
     (regardless of whether the application of such principles is considered in
     a proceeding in equity or at law).

          3.   The Notes have been duly authorized by all necessary corporate
     action on the part of the Company, and the Notes being delivered on the
     date hereof have been duly executed and delivered by the Company and
     constitute the legal, valid and binding obligations of the Company
     enforceable in accordance with their terms, subject to bankruptcy,
     insolvency, fraudulent conveyance and similar laws affecting creditors'
     rights generally, and general principles of equity (regardless of whether
     the application of such principles is considered in a proceeding in equity
     or at law).

          4.   The issuance, sale and delivery of the Notes under the
     circumstances contemplated by the Note Purchase Agreement do not, under
     existing law, require the registration of the Notes under the Securities
     Act of 1933, as amended, or the qualification of an indenture under the
     Trust Indenture Act of 1939, as amended.

     The opinion of Chapman and Cutler shall also state that the opinion of
Baker & Daniels, counsel to the Company, is satisfactory in scope and form to
Chapman and Cutler and that, in their opinion, the Purchasers are justified in
relying thereon.

     With respect to matters of fact upon which such opinion is based, Chapman
and Cutler may rely on appropriate certificates of public officials and officers
of the Company and upon representations of the Company and the Purchasers
delivered in connection with the issuance and sale of the Notes.

     In rendering the opinion set forth in paragraph 1 above, Chapman and Cutler
may rely solely upon an examination of the Articles of Incorporation certified
by, and a certificate of good

                                 Exhibit 4.4(c)
                          (to Note Purchase Agreement)
<PAGE>

standing of the Company from, the Secretary of State of the State of Indiana,
the By-laws of the Company and the general business corporation law of the State
of Indiana. The opinion of Chapman and Cutler is limited to the laws of the
State of Illinois, the general business corporation law of the State of Indiana
and the Federal laws of the United States.

                                  E-4.4(c)-2