<PAGE>
                                                                     EXHIBIT 4.1
================================================================================




                                    RPM, INC.




                    $15,000,000 6.12% Senior Notes, Series A,
                              due November 15, 2004
                                       and
                    $10,000,000 6.61% Senior Notes, Series B,
                              due November 15, 2006
                                       and
                    $30,000,000 7.30% Senior Notes, Series C,
                              due November 15, 2008




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


                             NOTE PURCHASE AGREEMENT

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




                          DATED AS OF NOVEMBER 15, 2001









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


<PAGE>


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
SECTION                                                HEADING                                                  PAGE


<S>                        <C>                                                                                 <C>
SECTION 1.                 AUTHORIZATION OF NOTES.................................................................1


SECTION 2.                 SALE AND PURCHASE OF NOTES.............................................................2


SECTION 3.                 CLOSING................................................................................2


SECTION 4.                 CONDITIONS TO CLOSING..................................................................2

       Section 4.1.        Representations and Warranties.........................................................2
       Section 4.2.        Performance; No Default................................................................2
       Section 4.3.        Compliance Certificates................................................................3
       Section 4.4.        Opinions of Counsel....................................................................3
       Section 4.5.        Purchase Permitted by Applicable Law, Etc..............................................3
       Section 4.6.        Related Transactions...................................................................3
       Section 4.7.        Payment of Special Counsel Fees........................................................3
       Section 4.8.        Private Placement Number...............................................................4
       Section 4.9.        Changes in Corporate Structure.........................................................4
       Section 4.10.       Proceedings and Documents..............................................................4

SECTION 5.                 REPRESENTATIONS AND WARRANTIES OF THE COMPANY..........................................4

       Section 5.1.        Organization; Power and Authority......................................................4
       Section 5.2.        Authorization, Etc.....................................................................4
       Section 5.3.        Disclosure.............................................................................5
       Section 5.4.        Organization and Ownership of Shares of Subsidiaries; Affiliates.......................5
       Section 5.5.        Consolidated Financial Statements......................................................6
       Section 5.6.        Compliance with Laws, Other Instruments, Etc...........................................6
       Section 5.7.        Governmental Authorizations, Etc.......................................................6
       Section 5.8.        Litigation; Observance of Statutes and Orders..........................................6
       Section 5.9.        Taxes..................................................................................7
       Section 5.10.       Title to Property Leases...............................................................7
       Section 5.11.       Licenses, Permits, Etc.................................................................7
       Section 5.12.       Compliance with ERISA..................................................................8
       Section 5.13.       Private Offering by the Company........................................................9
       Section 5.14.       Use of Proceeds; Margin Regulations....................................................9
       Section 5.15.       Existing Debt; Future Liens............................................................9
       Section 5.16.       Foreign Assets Control Regulations, Etc...............................................10
       Section 5.17.       Status under Certain Statutes.........................................................10
       Section 5.18.       Environmental Matters.................................................................10
</TABLE>

                                      -i-

<PAGE>

<TABLE>
<S>                        <C>                                                                                   <C>
SECTION 6.                 REPRESENTATIONS OF THE PURCHASER......................................................11

       Section 6.1.        Purchase for Investment...............................................................11
       Section 6.2.        Source of Funds.......................................................................11

SECTION 7.                 INFORMATION AS TO COMPANY.............................................................12

       Section 7.1.        Financial and Business Information....................................................12
       Section 7.2.        Officer's Certificate.................................................................15
       Section 7.3.        Inspection............................................................................15

SECTION 8.                 PREPAYMENT OF THE NOTES...............................................................16

       Section 8.1.        Required Prepayment...................................................................16
       Section 8.2.        Optional Prepayments with Make-Whole Amount...........................................16
       Section 8.3.        Allocation of Partial Prepayments.....................................................17
       Section 8.4.        Maturity; Surrender, Etc..............................................................17
       Section 8.5.        Purchase of Notes.....................................................................17
       Section 8.6.        Make-Whole Amount for Notes...........................................................17
       Section 8.7.        Put Event.............................................................................19

SECTION 9.                 AFFIRMATIVE COVENANTS.................................................................21

       Section 9.1.        Compliance with Law...................................................................21
       Section 9.2.        Insurance.............................................................................21
       Section 9.3.        Maintenance of Properties.............................................................21
       Section 9.4.        Payment of Taxes and Claims...........................................................22

SECTION 10.                NEGATIVE COVENANTS....................................................................22

       Section 10.1.       Consolidated Net Worth................................................................22
       Section 10.2.       Consolidated Debt; Priority Debt......................................................22
       Section 10.3.       Fixed Charges Coverage Ratio..........................................................23
       Section 10.4.       Limitation on Liens...................................................................23
       Section 10.5.       Merger, Consolidation.................................................................25
       Section 10.6.       Sales of Assets.......................................................................26
       Section 10.7.       Nature of Business....................................................................27
       Section 10.8.       Transactions with Affiliates..........................................................27

SECTION 11.                EVENTS OF DEFAULT.....................................................................27


SECTION 12.                REMEDIES ON DEFAULT, ETC..............................................................29

       Section 12.1.       Acceleration..........................................................................29
       Section 12.2.       Other Remedies........................................................................30
       Section 12.3.       Rescission............................................................................30
       Section 12.4.       No Waivers or Election of Remedies, Expenses, Etc.....................................31

SECTION 13.                REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES.........................................31
</TABLE>

                                      -ii-
<PAGE>
<TABLE>

<S>                        <C>                                                                                  <C>
       Section 13.1.       Registration of Notes.................................................................31
       Section 13.2.       Transfer and Exchange of Notes........................................................31
       Section 13.3.       Replacement of Notes..................................................................32

SECTION 14.                PAYMENTS ON NOTES.....................................................................32

       Section 14.1.       Place of Payment......................................................................32
       Section 14.2.       Home Office Payment...................................................................32

SECTION 15.                EXPENSES, ETC.........................................................................33

       Section 15.1.       Transaction Expenses..................................................................33
       Section 15.2.       Survival..............................................................................33

SECTION 16.                SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT..........................33


SECTION 17.                AMENDMENT AND WAIVER..................................................................34

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

SECTION 18.                NOTICES...............................................................................35


SECTION 19.                REPRODUCTION OF DOCUMENTS.............................................................35


SECTION 20.                CONFIDENTIAL INFORMATION..............................................................36


SECTION 21.                SUBSTITUTION OF PURCHASER.............................................................37


SECTION 22.                MISCELLANEOUS.........................................................................37

       Section 22.1.       Successors and Assigns................................................................37
       Section 22.2.       Payments Due on Non-Business Days.....................................................37
       Section 22.3.       Severability..........................................................................37
       Section 22.4.       Construction..........................................................................38
       Section 22.5.       Counterparts..........................................................................38
       Section 22.6.       Governing Law.........................................................................38
</TABLE>

                                     -iii-



<PAGE>

<TABLE>

<S>                       <C>    <C>
SCHEDULE A                --     INFORMATION RELATING TO PURCHASERS

SCHEDULE B                --     DEFINED TERMS

SCHEDULE 4.9              --     Changes in Corporate Structure

SCHEDULE 5.4              --     Subsidiaries of the Company and Ownership of Subsidiary Stock

SCHEDULE 5.5              --     Financial Statements

SCHEDULE 5.8               --    Litigation

SCHEDULE 5.11             --     Licenses, Permits, Etc.

SCHEDULE 5.15              --    Existing Debt

SCHEDULE 10.4             --     Existing Liens

EXHIBIT 1(a)              --     Form of 6.12% Senior Note, Series A,  due November 15, 2004

EXHIBIT 1(b)              --     Form of 6.61% Senior Note, Series B, Due November 15, 2006

EXHIBIT 1(c)              --     Form of 7.30% Senior Note, Series C, Due November 15, 2008

EXHIBIT  2                --     Form of Subordination

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

EXHIBIT 4.4(b)            --     Form of Opinion of Special Counsel to the Purchasers
</TABLE>


                                      -iv-

<PAGE>


                                    RPM, INC.
                                 2628 PEARL ROAD
                               MEDINA, OHIO 44258


               6.12% SENIOR NOTES, SERIES A, DUE NOVEMBER 15, 2004
                                       AND
               6.61% SENIOR NOTES, SERIES B, DUE NOVEMBER 15, 2006
                                       AND
               7.30% SENIOR NOTES, SERIES C, DUE NOVEMBER 15, 2008





                                                                     Dated as of
                                                               November 15, 2001

TO THE PURCHASERS LISTED IN
       THE ATTACHED SCHEDULE A:

Ladies and Gentlemen:

         RPM, INC., an Ohio corporation (the "Company"), agrees with the
Purchasers listed in the attached Schedule A (the "Purchasers") to this Note
Purchase Agreement (this "Agreement") as follows:

SECTION 1.           AUTHORIZATION OF NOTES.

         The Company will authorize the issue and sale of (i) $15,000,000
aggregate principal amount of its 6.12% Senior Notes, Series A, due November 15,
2004 (the "Series A Notes"), (ii) $10,000,000 aggregate principal amount of its
6.61% Senior Notes, Series B, due November 15, 2006 (the "Series B Notes"), and
(iii) $30,000,000 aggregate principal amount of its 7.30% Senior Notes, Series
C, due November 15, 2008 (the "Series C Notes"; the Series A Notes, the Series B
Notes and the Series C Notes are collectively referred to herein as the
"Notes"). The term "Notes" shall also include any such notes issued in
substitution therefor pursuant to Section 13 of this Agreement. The Series A
Notes, the Series B Notes and the Series C Notes shall be substantially in the
forms set out in Exhibit 1(a), Exhibit 1(b) and Exhibit 1(c), respectively, with
such changes therefrom, if any, as may be approved by the Purchasers 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 each Purchaser and each Purchaser will purchase from the
Company, at the Closing provided for

<PAGE>

in Section 3, Notes in the principal amount specified opposite such Purchaser's
name in Schedule A at the purchase price of 100% of the principal amount
thereof. The obligations of each Purchaser hereunder are several and not joint
obligations and each Purchaser shall have no obligation and no liability to any
Person for the performance or nonperformance by any other Purchaser hereunder.

SECTION 3.           CLOSING.

         The sale and purchase of the Notes to be purchased by each Purchaser
shall occur at the offices of Chapman and Cutler, 111 West Monroe Street,
Chicago, Illinois 60603 at 10:00 a.m. Chicago time, at a closing (the "Closing")
on November 27, 2001 (the "Closing Date") or on such other Business Day
thereafter on or prior to November 30, 2001 as may be agreed upon by the Company
and the Purchasers. At the Closing the Company will deliver to each Purchaser
the Notes to be purchased by such Purchaser in the form of a single Note (or
such greater number of Notes in denominations of at least $100,000 as such
Purchaser may request) dated the date of the Closing and registered in such
Purchaser's name (or in the name of such Purchaser's nominee), against delivery
by such Purchaser to the Company or its order of immediately available funds in
the amount of the purchase price therefor by wire transfer of immediately
available funds for the account of the Company to account number 910-2-780104,
account name RPM, Inc., at JPMorgan Chase Bank, New York Agency, New York, New
York, ABA Number 021 000 021. If at the Closing the Company shall fail to tender
such Notes to any Purchaser as provided above in this Section 3, or any of the
conditions specified in Section 4 shall not have been fulfilled to any
Purchaser's satisfaction, such Purchaser shall, at such Purchaser's election, be
relieved of all further obligations under this Agreement, without thereby
waiving any rights such Purchaser may have by reason of such failure or such
nonfulfillment.

SECTION 4.           CONDITIONS TO CLOSING.

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

       Section 4.1. Representations and Warranties of the Company. The
representations and warranties of the Company in this Agreement shall be correct
in all respects when made and at the time of 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 the Company 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
Memorandum that would have been prohibited by Section 10 hereof had such
Sections applied since such date.



                                      -2-
<PAGE>

       Section 4.3. Compliance Certificates.

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

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

       Section 4.4. Opinions of Counsel. Such Purchaser shall have received
opinions in form and substance satisfactory to such Purchaser, dated the date of
the Closing (a) from Calfee, Halter & Griswold, counsel of the Company, covering
the matters set forth in Exhibit 4.4(a) and covering such other matters incident
to the transactions contemplated hereby as such Purchaser or such Purchaser's
counsel may reasonably request (and the Company hereby instructs its counsel to
deliver such opinion to such Purchaser) and (b) from Chapman and Cutler, the
Purchasers' special counsel in connection with such transactions, substantially
in the form set forth in Exhibit 4.4(b) and covering such other matters incident
to such transactions as such Purchaser may reasonably request.

       Section 4.5. Purchase Permitted by Applicable Law, Etc. On the date of
Closing each purchase of Notes shall (a) be permitted by the laws and
regulations of each jurisdiction to which each Purchaser is subject, without
recourse to provisions (such as Section 1405(a)(8) of the New York Insurance
Law) permitting limited investments by insurance companies without restriction
as to the character of the particular investment, (b) not violate any applicable
law or regulation (including, without limitation, Regulation T, U or X of the
Board of Governors of the Federal Reserve System) and (c) not subject any
Purchaser to any tax, penalty or liability under or pursuant to any applicable
law or regulation, which law or regulation was not in effect on the date hereof.
If requested by any Purchaser, such Purchaser shall have received an Officer's
Certificate certifying as to such matters of fact as such Purchaser may
reasonably specify to enable such Purchaser to determine whether such purchase
is so permitted.

       Section 4.6. Related Transactions. The Company shall have consummated the
sale of the entire principal amount of the Notes scheduled to be sold on the
date of Closing pursuant to this Agreement.

       Section 4.7. Payment of Special Counsel Fees. Without limiting the
provisions of Section 15.1, the Company shall have paid on or before the
Closing, the reasonable fees, reasonable charges and reasonable disbursements of
the Purchasers' special counsel referred to in Section 4.4 to the extent
reflected in a statement of such counsel rendered to the Company at least one
Business Day prior to the Closing.

       Section 4.8. Private Placement Number. A Private Placement Number issued
by Standard & Poor's CUSIP Service Bureau (in cooperation with the Securities
Valuation Office


                                      -3-
<PAGE>

of the National Association of Insurance Commissioners) shall have been obtained
for each Series of Notes.

       Section 4.9. Changes in Corporate Structure. The Company shall not have
changed its jurisdiction of incorporation or, except as reflected in Schedule
4.9, been a party to any merger or consolidation and shall not have succeeded to
all or any substantial part of the liabilities of any other entity, at any time
following the date of the most recent financial statements referred to in
Schedule 5.5.

       Section 4.10. Proceedings and Documents. All corporate and other
proceedings in connection with the transactions contemplated by this Agreement
and all documents and instruments incident to such transactions shall be
satisfactory to such Purchaser and such Purchaser's special counsel, and such
Purchaser and such Purchaser's special counsel shall have received all such
counterpart originals or certified or other copies of such documents as such
Purchaser or such Purchaser's special counsel may reasonably request.

SECTION 5.           REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

         The Company represents and warrants to each Purchaser that:

       Section 5.1. Organization; Power and Authority. The Company is a
corporation duly organized, validly existing and in good standing under the laws
of its jurisdiction of incorporation, and is duly qualified as a foreign
corporation and is in good standing in each jurisdiction in which such
qualification is required by law, other than those jurisdictions as to which the
failure to be so qualified or in good standing would 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, fraudulent conveyance, 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. The Company, through its agents, J.P. Morgan
Securities Inc. and National City Bank has delivered to each Purchaser a copy of
a Private Placement Memorandum, dated September, 2001 (the "Memorandum") and the
Supplement to the Memorandum, relating to the transactions contemplated hereby.
The Memorandum fairly describes, in all material respects, the general nature of
the business and principal properties of the Company and its Subsidiaries. This
Agreement, the Memorandum, the documents, certificates or other writings
delivered to the Purchasers by or on behalf of the Company in


                                      -4-
<PAGE>

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 May 31, 2001, there has been no change in the
financial condition, operations, business or properties of the Company or any of
its Subsidiaries except changes that individually or in the aggregate would not
reasonably be expected to have a Material Adverse Effect. There is no fact known
to the Company that would reasonably be expected to have a Material Adverse
Effect that has not been set forth herein or in the Memorandum or in the other
documents, certificates and other writings delivered to each Purchaser 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 of (i) 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, and all
other Investments of the Company and its Subsidiaries, (ii) of the Company's
Affiliates, other than Subsidiaries and (iii) the Company's directors and senior
officers.

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

         (c) Each Subsidiary identified in Schedule 5.4 is a corporation or
other legal entity duly organized, validly existing and in good standing under
the laws of its jurisdiction of organization, and is duly qualified as a foreign
corporation or other legal entity and is in good standing in each jurisdiction
in which such qualification is required by law, other than those jurisdictions
as to which the failure to be so qualified or in good standing would 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. Consolidated Financial Statements. The Company has delivered
to each Purchaser copies of the consolidated financial statements of the Company
and its Subsidiaries listed on Schedule 5.5. All of said consolidated 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 the case may be, as of the respective dates


                                      -5-
<PAGE>

specified in such financial statements and the consolidated results of their
operations and cash flows for the respective periods so specified and have been
prepared in accordance with GAAP consistently applied throughout the periods
involved except as set forth in the notes thereto (subject, in the case of any
interim financial statements, to normal year-end adjustments).

       Section 5.6. Compliance with Laws, Other Instruments, Etc. The execution,
delivery and performance by the Company of this Agreement and the Notes will not
(a) contravene, result in any breach of, or constitute a default under, or
result in the creation of any Lien in respect of any property of the Company or
any Subsidiary under, any indenture, mortgage, deed of trust, loan, or credit
agreement, Material purchase or lease agreement, corporate charter or by-laws,
or any other Material agreement or instrument to which the Company or any
Subsidiary is bound or by which the Company or any Subsidiary or any of their
respective properties may be bound or affected, (b) conflict with or result in a
breach of any of the terms, conditions or provisions of any order, judgment,
decree, or ruling of any court, arbitrator or Governmental Authority applicable
to the Company or any Subsidiary, or (c) violate any provision of any statute or
other rule or regulation of any Governmental Authority applicable to the Company
or any Subsidiary.

       Section 5.7. Governmental Authorizations, Etc. No consent, approval or
authorization of, or registration, filing or declaration with, any Governmental
Authority is required in connection with the execution, delivery or performance
by the Company of this Agreement or the Notes.

       Section 5.8. Litigation; Observance of Statutes and Orders. (a) Except as
set forth on Schedule 5.8, 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 or before or by any Governmental Authority that in any
such case, individually or in the aggregate, would reasonably be expected to
have a Material Adverse Effect.

         (b) Neither the Company nor any Subsidiary is in default under any
obligation or provision 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, would reasonably be expected to have a Material Adverse Effect.

       Section 5.9. Taxes. The Company and its Subsidiaries have filed all
Material 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, filings
and assessments (a) the amount of which is not individually or in the aggregate
Material or (b) the amount, applicability or validity of which is currently
being contested in good faith by appropriate proceedings and with respect to
which the Company or a Subsidiary, as the case may be, has established adequate
reserves in accordance with GAAP. The Company knows of no basis for any other
tax or assessment that would reasonably be expected to have a Material


                                      -6-
<PAGE>

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, as calculated in accordance with GAAP. The Federal income
tax liabilities of the Company and its Subsidiaries have been determined by the
Internal Revenue Service and paid for all fiscal years up to and including the
fiscal year ended May 31, 1997.

       Section 5.10. Title to Property Leases. The Company and its Subsidiaries
have good and sufficient title to their respective properties which the Company
and its Subsidiaries own or purport to own 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 except for those conflicts, that,
         individually or in the aggregate, would not have a Material Adverse
         Effect;

                   (b) to the knowledge of the Company, no product of the
         Company or any of its Subsidiaries 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

                   (c) to the 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 would not reasonably be expected to result in a Material Adverse Effect.
Neither the Company nor any ERISA Affiliate has incurred any Material 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 would
reasonably be expected to result in the incurrence of any such Material
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.


                                      -7-
<PAGE>

         (b) The Accumulated Benefit Obligation under each of the Plans (other
than Multiemployer Plans), determined as of the end of such Plan's most recently
ended fiscal year, based on the actuarial assumptions used for such fiscal year
as defined by the Statement of Financial Accounting Standards No. 87 ("SFAS
87"), including modifications made by Statements 130 and 132, did not exceed the
Plan Assets of such Plan, except to the extent such excess has been fully
recognized in the statement of financial position in accordance with GAAP in the
Company's financial statements. The terms "Accumulated Benefit Obligation" and
"Plan Assets" have the meaning specified in accordance with SFAS 87.

         (c) The Company and its ERISA Affiliates have not incurred any Material
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 would reasonably be expected to have
a Material Adverse Effect.

         (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 under any employee welfare benefit
plan (as defined in Section 3 of ERISA), is not Material or has otherwise been
disclosed in the most recent audited consolidated financial statements of the
Company and its Subsidiaries.

         (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 would
be imposed pursuant to Section 4975(c)(1)(A)-(D) of the Code which in either
event, would reasonably be expected to result in a Material Adverse Effect. 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 each Purchaser's
representation in Section 6.2 as to the sources of the funds to be used to pay
the purchase price of the Notes to be purchased by such Purchaser.

       Section 5.13. Private Offering by the Company. Neither the Company nor
anyone acting on the Company's behalf has offered the Notes or any similar
securities for sale to, or solicited any offer to buy any of the same from, or
otherwise approached or negotiated in respect thereof with, any Person other
than the Purchasers and not more than 42 other Institutional Investors, each of
which has been offered the Notes in connection with a private placement for
investment. Neither the Company nor anyone acting on its behalf has taken, or
will take, any action that would subject the issuance or sale of the Notes to
the registration requirements of Section 5 of the Securities Act.

       Section 5.14. Use of Proceeds; Margin Regulations. The Company will apply
the proceeds of the sale of the Notes to repay Debt and for general corporate
purposes of the Company and its Subsidiaries. No part of the proceeds from the
sale of the Notes hereunder will be used, directly or indirectly, for the
purpose of buying or carrying any margin stock within the meaning of Regulation
U of the Board of Governors of the Federal Reserve System (12 CFR 221), or for
the purpose of buying or carrying or trading in any securities under such


                                      -8-
<PAGE>

circumstances as to involve the Company in a violation of Regulation X of said
Board (12 CFR 224) or to involve any broker or dealer in a violation of
Regulation T of said Board (12 CFR 220). Margin stock does not constitute more
than 2% of the value of the consolidated assets of the Company and its
Subsidiaries and the Company does not have any present intention that margin
stock will constitute more than 2% of the value of such assets. As used in this
Section, the terms "margin stock" and "purpose of buying or carrying" shall have
the meanings assigned to them in said Regulation U.

       Section 5.15. Existing Debt; Future Liens. (a) Except as described
therein, Schedule 5.15 sets forth a complete and correct list of all outstanding
Debt of the Company and its Subsidiaries for borrowed money the outstanding
principal amount of which exceeds $5,000,000 as of October 31, 2001, 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, the outstanding principal amount
of which exceeds $5,000,000, and no event or condition exists with respect to
the performance of, or compliance with, any Debt of the Company or any
Subsidiary, the outstanding principal amount of which exceeds $5,000,000, that
would permit (or that with notice or the lapse of time, or both, would permit)
one or more Persons to cause such Debt to become due and payable before its
stated maturity or before its regularly scheduled dates of payment.

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

       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 an "investment company" registered or required to be registered
under the Investment Company Act of 1940, as amended, or is subject to
regulation under the Public Utility Holding Company Act of 1935, as amended, the
ICC Termination Act of 1995, as amended, or the Federal Power Act, as amended.

       Section 5.18. Environmental Matters. Neither the Company nor any
Subsidiary has knowledge of any Material claim or has received any notice of any
claim, and no proceeding has been instituted 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, alleging any violation of any Environmental
Laws, except, in each case, such as would not reasonably be expected to result
in a Material Adverse Effect. Except as otherwise disclosed to each Purchaser in
writing:


                                      -9-
<PAGE>

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

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

SECTION 6.           REPRESENTATIONS OF THE PURCHASER.

       Section 6.1. Purchase for Investment. Each Purchaser represents that it
is an "accredited investor" as defined in Regulation D under the Securities Act
and is purchasing the Notes for its own account or for one or more separate
accounts maintained by it or for the account of one or more pension or trust
funds and not with a view to the distribution thereof, provided that the
disposition of such Purchaser's or such pension or trust funds' property shall
at all times be within such Purchaser's or such pension or trust funds' control.
Each Purchaser understands that the Notes have not been registered under the
Securities Act and may be resold only if registered pursuant to the provisions
of the Securities Act or if an exemption from registration is available, except
under circumstances where neither such registration nor such an exemption is
required by law, and that the Company is not required to register the Notes.

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

                   (a) the Source is an "insurance company general account"
         within the meaning of Department of Labor Prohibited Transaction
         Exemption ("PTE") 95-60 (issued July 12, 1995) and there is no employee
         benefit plan, treating as a single plan all plans maintained by the
         same employer or employee organization, with respect to which the
         amount of the general account reserves and liabilities for all
         contracts held by or on behalf of such plan, exceeds 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 for such Purchaser most recently filed
         with such Purchaser's state of domicile; or


                                      -10-
<PAGE>

                   (b) the Source is either (i) an insurance company pooled
         separate account, within the meaning of PTE 90-1 (issued January 29,
         1990), or (ii) a bank collective investment fund, within the meaning of
         the PTE 91-38 (issued July 12, 1991) and, except as such Purchaser
         prior to the execution and delivery of this Agreement has disclosed to
         the Company in writing pursuant to this paragraph (b), no employee
         benefit plan or group of plans maintained by the same employer or
         employee organization beneficially owns more than 10% of all assets
         allocated to such pooled separate account or collective investment
         fund; or

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

                   (d) the Source is a governmental plan; or

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

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

                   (g) the Source is an insurance company separate account
         maintained solely in connection with the fixed contractual obligations
         of the insurance company under which the amounts payable, or credited,
         to any employee benefit plan (or its related trust) and to any
         participant or beneficiary of such plan (including any annuitant) are
         not affected in any manner by the investment performance of the
         separate account.

If any Purchaser or any subsequent transferee of the Notes indicates that such
Purchaser or such transferee is relying on any representation contained in
paragraph (b), (c) or (e) above, the Company shall deliver on the date of
issuance of such Notes and on the date of any applicable transfer a certificate,
which shall either state that (i) it is neither a party in interest nor a
"disqualified person" (as defined in Section 4975(e)(2) of the Code), with
respect to any plan


                                      -11-
<PAGE>

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 such time, and during
the immediately preceding one year, exercised the authority to appoint or
terminate said QPAM as manager of any plan identified in writing pursuant to
paragraph (c) above or to negotiate the terms of said QPAM's management
agreement on behalf of any such identified plan. As used in this Section 6.2,
the terms "employee benefit plan", "governmental plan", "party in interest" and
"separate account" shall have the respective meanings assigned to such terms in
Section 3 of ERISA.

SECTION 7.           INFORMATION AS TO COMPANY.

       Section 7.1. Financial and Business Information. The Company shall
deliver to each holder of Notes that is an Institutional Investor:

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

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

                           (ii) consolidated statements of 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 90 days after the end of each
         fiscal year of the Company, duplicate copies of,

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

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


                                      -12-
<PAGE>

         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, 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 containing information of a financial nature and of
         all press releases and other statements made available generally by the
         Company or any Subsidiary to the public concerning developments that
         are Material;

                   (d) Notice of Default or Event of Default -- promptly, and in
         any event within five Business Days after a Responsible Officer becomes
         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
         fifteen Business Days after a Responsible Officer becomes 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 thereof;
                  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



                                      -13-
<PAGE>

                  receipt by the Company or any ERISA Affiliate of a notice from
                  a Multiemployer Plan that such action has been taken by the
                  PBGC with respect to such Multiemployer Plan; or

                          (iii) any event, transaction or condition that could
                  result in the incurrence of any liability by the Company or
                  any ERISA Affiliate pursuant to Title I or IV of ERISA or the
                  imposition of a penalty or excise tax under the provisions of
                  the Code relating to employee benefit plans, or 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, would reasonably be
                  expected to have a Material Adverse Effect;

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

                   (g) Requested Information -- with reasonable promptness, such
         other data and information relating to the business, operations,
         affairs, financial condition, assets or properties of the Company or
         any of its Subsidiaries or relating to the ability of the Company to
         perform its obligations hereunder and under the Notes as from time to
         time may be reasonably requested by the Required Holders or any initial
         Purchaser hereunder.

       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 Sections 10.1, 10.2,
         10.3, 10.4(k) and 10.6 hereof, inclusive, during the quarterly or
         annual period covered by the statements then being furnished (including
         with respect to each such Section, where applicable, the calculations
         of the maximum or minimum amount, ratio or percentage, as the case may
         be, permissible under the terms of such Sections, and the calculation
         of the amount, ratio or percentage then in existence); and

                   (b) Event of Default -- a statement that such officer has
         reviewed the relevant terms hereof and has made, or caused to be made,
         under his or her supervision, a review of the transactions and
         conditions of the Company and its Subsidiaries from the beginning of
         the quarterly or annual period covered by the statements then being
         furnished to the date of the certificate and that such review shall not
         have disclosed the existence during such period of any condition or
         event that constitutes a Default or an Event of Default or, if any such
         condition or event existed or exists (including, without


                                      -14-
<PAGE>

         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, upon reasonable prior notice to
         the Company (but only upon the request of the Required Holders), 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 during
         normal business hours 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 and upon reasonable prior notice, to
         visit and inspect any of the offices or properties of the Company or
         any Subsidiary, to examine all their respective books of account,
         records, reports and other papers, to make copies and extracts
         therefrom, and to discuss their respective affairs, finances and
         accounts with their respective officers and independent public
         accountants (and by this provision the Company authorizes said
         accountants to discuss the affairs, finances and accounts of the
         Company and its Subsidiaries), all at such reasonable times during
         business hours and as often as may be reasonably requested.

SECTION 8.           PREPAYMENT OF THE NOTES.

       Section 8.1. Required Prepayment. (a) The entire principal amount of the
Series A Notes shall become due and payable on November 15, 2004.

         (b) The entire principal amount of the Series B Notes shall become due
and payable on November 15, 2006.

         (c) The entire principal amount of the Series C Notes shall become due
and payable on November 15, 2008.

       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 in an amount not less than 10% of the
aggregate principal amount of the Notes then outstanding in the case of a
partial prepayment, at 100% of the principal amount so prepaid, together with
interest accrued thereon to the date of such prepayment, plus the Make-Whole
Amount determined for the prepayment date with respect to such principal amount
of each Note then outstanding. No Notes may be prepaid pursuant to this Section
8.2 unless such prepayment


                                      -15-
<PAGE>

shall be allocated pro rata among all of the Notes at the time outstanding in
proportion, as nearly as practicable, to the respective unpaid principal amounts
thereof. 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 and each Series
of 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 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 pursuant to the provisions of Section 8.2, the
principal amount of the Notes of the Series to be prepaid shall be allocated
among all of the Notes of such Series at the time outstanding in proportion, as
nearly as practicable, to the respective unpaid principal amounts thereof.

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

                  "Called Principal" means, with respect to a Note of any
         Series, the principal of the Note of such Series that is to be prepaid
         pursuant to Section 8.2 or has become or is


                                      -16-
<PAGE>

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

                  "Reinvestment Yield" means, with respect to the Called
         Principal of a Note of any Series, 0.50% plus 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 on a straight line
         basis 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 a Note of any Series, 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 Note of such Series, then the amount
         of the next succeeding


                                      -17-
<PAGE>

         scheduled interest payment will be reduced by the amount of interest
         accrued to such Settlement Date and required to be paid on such
         Settlement Date pursuant to Section 8.2 or 12.1.

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

       Section 8.7. Put Event.

         (a) Notice of Put Event or Control Event. The Company will, within five
Business Days after any Responsible Officer has knowledge of the occurrence of
any Put Event or Control Event, give written notice of such Put Event or Control
Event to each holder of Notes unless notice in respect of such Put Event (or the
Put Event contemplated by such Control Event) shall have been given pursuant to
subparagraph (b) of this Section 8.7. If a Put Event 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 Put Event unless (i) at least 20 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 20 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/Rejection. 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 5 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 a rejection 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 together with
interest on such Notes


                                      -18-
<PAGE>

accrued to the date of prepayment. On the Business Day preceding the date of
prepayment, the Company shall deliver to each holder of Notes being prepaid a
statement showing the amount due in connection with such prepayment and setting
forth the details of the computation of such amount. The prepayment shall be
made on the Proposed Prepayment Date except as provided in subparagraph (f) of
this Section 8.7.

         (f) Deferral Pending Put Event. The obligation of the Company to prepay
Notes pursuant to the offers required by subparagraph (c) and accepted in
accordance with subparagraph (d) of this Section 8.7 is subject to the
occurrence of the Put Event in respect of which such offers and acceptances
shall have been made. In the event that such Put Event does not occur on the
Proposed Prepayment Date in respect thereof, the prepayment shall be deferred
until and shall be made on the date on which such Put Event 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 Put Event and
the prepayment are expected to occur, and (iii) any determination by the Company
that efforts to effect such Put Event have ceased or been abandoned (in which
case the offers and acceptances made pursuant to this Section 8.7 in respect of
such Put Event 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 interest that would be due on each Note offered to be prepaid, accrued to
the Proposed Prepayment Date; (v) that the conditions of this Section 8.7 have
been fulfilled; (vi) in reasonable detail, the nature and date of the Put Event;
and (vii) that the failure to respond to such offer of prepayment shall
constitute a rejection of such offer.

         (h) "Change in Control" Defined. "Change in Control" means the filing
of a report on Schedule 13D or Schedule TO (or any successor schedule, form or
report), each as promulgated under the Exchange Act, disclosing that 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) has become the "beneficial owner" (as such term is used
in Rule 13d-3 or any successor rule or regulation promulgated under the Exchange
Act), directly or indirectly, of more than 50% of the total voting power of all
classes then outstanding of the Company's voting stock. Notwithstanding the
foregoing, no merger, consolidation or reorganization of the Company into or
with another corporation or other legal person or entity nor any filing of or
obligation to file a report on Schedule 13D or Schedule TO in connection
therewith, shall constitute a "Change in Control" if as a result of such merger,
consolidation or reorganization substantially all of the combined voting power
of the then-outstanding equity securities of such corporation, person or entity
immediately after such transaction is held in the aggregate, directly or
indirectly, by the holders of the Company's outstanding voting equity securities
of all classes immediately prior to such transaction.


                                      -19-
<PAGE>

         (i)    "Control Event" Defined.  "Control Event" means:

                   (a) the execution by the Company or any of its Subsidiaries
         or Affiliates of any agreement or binding letter of intent with respect
         to any proposed transaction or event or series of transactions or
         events which, individually or in the aggregate, could reasonably be
         expected to result in a Change in Control;

                   (b) the execution of any written agreement which, when fully
         performed by the parties thereto, would result in a Change in Control;
         or

                   (c) the making of any written offer by any person (as such
         term is used in section 13(d) and section 14(d)(2) of the Exchange Act
         as in effect on the date of the Closing) or related persons
         constituting a group (as such term is used in Rule 13d-5 under the
         Exchange Act as in effect on the date of the Closing) to the holders of
         the common stock of the Company, which offer, if accepted by the
         requisite number of holders, would result in a Change in Control unless
         such offer is rejected or expires pursuant to its terms prior to the
         date on which notice of such Control Event is required to be delivered
         pursuant to Section 8.7(a).

         (j) "Put Event" Defined. "Put Event" shall mean (i) a Change of Control
or (ii) the occurrence or continuation of any event or condition (other than the
passage of time, including the exercise of any right to require the repurchase
of Debt that arises solely from the passage of time, or the right of the holder
of Debt to convert such Debt into equity interests or any default described in
Section 11(f)) as a result of which the Company or any Subsidiary becomes
obligated to purchase or repay Debt (other than the Notes) before its regular
maturity or before its regularly scheduled dates of payment in an aggregate
principal amount in excess of 5% of Consolidated Net Worth.

SECTION 9.           AFFIRMATIVE COVENANTS.

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

         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 would 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


                                      -20-
<PAGE>

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 would 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 Material 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 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 not permitted by Section 10.4, 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
non-filing or nonpayment, as the case may be, of all such taxes and assessments
in the aggregate would not reasonably be expected to have a Material Adverse
Effect.

       Section 9.5. Corporate Existence, Etc. Subject to Sections 10.5 and 10.6,
the Company will at all times preserve and keep in full force and effect its
corporate existence, and will at all times preserve and keep in full force and
effect the corporate existence of each of its Subsidiaries (unless merged into
the Company or a Subsidiary) and all rights and franchises of the Company and
its Subsidiaries unless, in the good faith judgment of the Company, the
termination of or failure to preserve and keep in full force and effect such
corporate existence, right or franchise would not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect.

SECTION 10.          NEGATIVE COVENANTS.

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

       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 (a)
$500,000,000, plus (b) an aggregate amount equal to 25% of its Consolidated Net
Income (but, in each case, only if a positive number) for each completed fiscal
year beginning with the fiscal year ended May 31, 2002.


                                      -21-
<PAGE>


       Section 10.2. Consolidated Debt; Priority Debt. The Company will not, at
any time, permit

         (a) the ratio of Consolidated Adjusted Debt to Consolidated Total
Capitalization to exceed 65% at any time on or prior to May 31, 2002; 62.5% at
any time on or after June 1, 2002 to and including May 31, 2003, and 60% on June
1, 2003 and at all times thereafter;

         (b) the ratio of Consolidated Debt to Consolidated Total Capitalization
to exceed 65%; and

         (c) Priority Debt to exceed 15% of Consolidated Adjusted Net Worth.

       Section 10.3. Fixed Charges Coverage Ratio. The Company will not permit
the ratio of EBITDA to Interest Expense (calculated as at the end of each fiscal
quarter for the four fiscal quarters then ended) to be less than 3.50 to 1.00.

       Section 10.4. 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 of a contingency or otherwise), any Lien
on or with respect to any property or asset (including, without limitation, any
document or instrument in respect of goods or accounts receivable) of the
Company or any such Subsidiary, whether now owned or held or hereafter acquired,
or any income or profits therefrom, or assign or otherwise convey any right to
receive income or profits (unless it makes, or causes to be made, effective
provision whereby the Notes will be equally and ratably secured with any and all
other obligations thereby secured, such security to be pursuant to a written
agreement satisfactory to the Required Holders and, in any such case, the Notes
shall have the benefit, to the fullest extent that, and with such priority as,
the holders of the Notes may be entitled under applicable law, of an equitable
Lien on such property) except for the following:

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

                   (b) any attachment or judgment Lien, unless the judgment it
         secures shall not, within 60 days after the entry thereof, have been
         discharged or execution thereof stayed pending appeal, or shall not
         have been discharged within 60 days after the expiration of any such
         stay;

                   (c) Liens incidental to the conduct of business or the
         ownership of properties and assets (including landlords', carriers',
         warehousemen's, mechanics', materialmen's and other similar Liens for
         sums not yet due and payable); and Liens to secure the performance of
         bids, tenders, leases, or trade contracts, or to secure statutory
         obligations (including obligations under workers compensation,
         unemployment insurance and other social security legislation), surety
         or appeal bonds or other Liens incurred in the ordinary course of
         business and not in connection with the borrowing of money;

                   (d) leases or subleases entered into by the Company or its
         Subsidiaries as either lessors or sublessors, easements, rights-of-way,
         restrictions and other similar


                                      -22-
<PAGE>

         charges or encumbrances (including zoning restrictions), in each case
         incidental to the ownership of property or assets or the ordinary
         conduct of the business of the Company or any of its Subsidiaries,
         provided that such Liens do not, in the aggregate, Materially detract
         from the value of such property;

                   (e) Liens on property or assets of Subsidiaries securing Debt
         owing to the Company or to another Subsidiary;

                   (f) Liens existing on the date of Closing which secure
         outstanding Debt of the Company and its Subsidiaries (which Liens are
         described in Schedule 10.4 to the extent the principal amount of the
         Debt secured thereby exceeds $5,000,000);

                   (g) any Lien existing on property of a Person immediately
         prior to its being consolidated with or merged into the Company or a
         Subsidiary or its becoming a Subsidiary, or any Lien existing on any
         property acquired by the Company or any Subsidiary at the time such
         property is so acquired (whether or not the Debt secured thereby shall
         have been assumed), provided that (i) no such Lien shall have been
         created or assumed in contemplation of such consolidation or merger or
         such Person's becoming a Subsidiary or such acquisition of property,
         (ii) each such Lien shall extend solely to the item or items of
         property so acquired, and (iii) the aggregate principal amount of all
         Debt secured by any such Lien shall not exceed the lesser of (y) the
         cost of the acquisition, or (z) the Fair Market Value of such property
         (as determined in good faith by one or more officers of the Company to
         whom authority to enter into the transaction has been delegated by the
         board of directors of the Company);

                   (h) Liens given to secure the payment of the purchase price
         incurred in connection with the acquisition, lease (including any
         Capital Lease) or construction of property (other than accounts
         receivable or inventory) 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, lease or construction
         thereof or improvements thereon, or Liens incurred within 180 days of
         such acquisition or the completion of such construction, provided that
         (i) the Lien shall attach solely to the property acquired, purchased,
         leased, constructed or improved, (ii) at the time of acquisition or
         construction of such property, the aggregate amount remaining unpaid on
         all Debt secured by Liens on such property, 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 or construction of such property, and (iii) the aggregate
         principal amount of all Debt secured by such Liens shall not exceed the
         lesser of (y) the cost of the acquisition, lease or construction, as
         the case may be, or (z) the Fair Market Value of such property (as
         determined in good faith by one or more officers of the Company to whom
         authority to enter into the transaction has been delegated by the board
         of directors of the Company);

                   (i) Liens incurred pursuant to receivables securitizations
         and related assignments and sales of any income or revenues (including
         Receivables), including Liens on the assets of any Receivables
         Subsidiary created pursuant to any receivables


                                      -23-
<PAGE>

         securitization and Liens granted by the Company and its other
         Subsidiaries on Receivables in connection with the transfer thereof or
         to secure obligations owing by them in respect of any such receivables
         securitization; provided that (x) the amounts received by the Company
         and its other Subsidiaries from such Receivables Subsidiary in
         connection with the sale or other transfer of such Receivables would
         not under GAAP be accounted for as liabilities on a consolidated
         balance sheet of the Company, and (y) the aggregate principal amount of
         the investments and claims held at any time by all purchasers,
         assignees or other transferees of (or of interests in) Receivables from
         any Receivables Subsidiary, and other rights to payment held by such
         Persons, in all receivables securitizations shall not exceed
         $125,000,000;

                   (j) any extensions, renewals or replacements of any Lien
         permitted by the preceding clauses (e), (f), (g), (h) and (i) of this
         Section 10.4, provided that (i) no additional property shall be
         encumbered by such Liens, (ii) the unpaid principal amount of the Debt
         secured thereby shall not be increased prior to or on or after the date
         of any extension, renewal or replacement, (iii) the weighted average
         life to maturity of the Debt secured by such Liens shall not be
         reduced, and (iv) at such time and immediately after giving effect
         thereto, no Default or Event of Default would exist; and

                   (k) in addition to the Liens permitted by the preceding
         subparagraphs (a) through (j), inclusive, of this Section 10.4, other
         Liens provided that the aggregate principal amount of Priority Debt
         shall not at any time exceed 15% of Consolidated Net Worth (determined
         as of the then most recently ended fiscal quarter of the Company).

         Section 10.5. Merger, Consolidation. (a) The Company will not, and will
not permit any of its Subsidiaries to, consolidate with or merge with any other
corporation or convey, transfer or lease substantially all of its assets in a
single transaction or series of transactions to any Person; provided that:

                   (1) a Subsidiary of the Company may (x) consolidate with or
         merge with, or convey, transfer or lease substantially all of its
         assets in a single transaction or series of transactions to, the
         Company or a Subsidiary so long as in any merger or consolidation
         involving the Company, the Company shall be the surviving or continuing
         corporation, or (y) convey, transfer or lease all of its assets in
         compliance with the provisions of Section 10.6; and

                   (2) the foregoing restriction does not apply to the
         consolidation or merger of the Company with, or the conveyance,
         transfer or lease of substantially all of the assets of the Company in
         a single transaction or series of transactions to, any Person so long
         as:

                            (i) the successor formed by such consolidation or
                  the survivor of such merger or the Person that acquires by
                  conveyance, transfer or lease substantially all of the assets
                  of the Company as an entirety, as the case may be (the
                  "Successor Corporation"), shall be a solvent corporation
                  organized and existing under the laws of the United States of
                  America, any State thereof or the District of Columbia;


                                      -24-
<PAGE>

                           (ii)  if the Company is not the Successor
                  Corporation, such corporation shall have executed and
                  delivered to each holder of Notes its assumption of the due
                  and punctual performance and observance of each covenant and
                  condition of this Agreement (pursuant to such agreements and
                  instruments as shall be reasonably satisfactory to the
                  Required Holders), and the Company shall have caused to be
                  delivered to each holder of Notes an opinion of nationally
                  recognized independent counsel, to the effect that all
                  agreements or instruments effecting such assumption are
                  enforceable in accordance with their terms and comply with the
                  terms hereof;

                           (iii) the surviving or continuing entity could incur
                  $1 of additional Priority Debt; and

                           (iv)  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.

         (b) The Company shall not permit any Subsidiary (i) to issue or sell
any shares of stock of any class (including as "stock" for the purposes of this
Section 10.5, any warrants, rights or options to purchase or otherwise acquire
stock or other securities convertible into or exchangeable for stock) of such
Subsidiary to any Person other than the Company or a Subsidiary or (ii) to sell,
transfer or otherwise dispose of its shares of any Subsidiary to any Person
other than another Subsidiary, except for the purpose of qualifying directors,
or except in satisfaction of the validly pre-existing preemptive rights of
minority shareholders in connection with the simultaneous issuance of stock to
the Company and/or a Subsidiary whereby the Company and/or such Subsidiary
maintain their same proportionate interest in such Subsidiary; provided,
however, the Company may sell, transfer or otherwise dispose of shares of any
Subsidiary so long as the book value of such sale, transfer or disposition would
be permitted pursuant to Section 10.6.

       Section 10.6. Sales of Assets. The Company will not, and will not permit
any Subsidiary to, sell, lease or otherwise dispose of any substantial part (as
defined below) of the assets of the Company and its Subsidiaries; provided,
however, that the Company or any Subsidiary may sell, lease or otherwise dispose
of assets constituting a substantial part of the assets of the Company and its
Subsidiaries if such assets are sold for Fair Market Value and, at such time and
after giving effect thereto, no Default or Event of Default shall have occurred
and be continuing, and an amount equal to 100% (75% in the case of any sale,
lease, or disposition of assets pursuant to Identified Asset Dispositions) of
the net proceeds received from such sale, lease or other disposition during such
fiscal year which shall be in excess of 15% of the book value of Consolidated
Total Assets, determined as of the end of the fiscal year immediately preceding
such sale, lease or other disposition, shall be used within 365 days of such
disposition:

                   (1) to acquire property, plant and equipment or any business
         entity (including the capital stock thereof) used or useful in carrying
         on the business of the Company and its Subsidiaries and having a Fair
         Market Value at least equal to the Fair Market Value of such assets
         sold, leased or otherwise disposed of;


                                      -25-
<PAGE>

                   (2) to prepay or retire Senior Debt of the Company and/or its
         Subsidiaries, provided that if any Notes are prepaid pursuant to the
         terms of this Section 10.6, such Notes shall also be prepaid in
         accordance with the terms of Section 8.2 of this Agreement; or

                   (3) in the case of net proceeds from Identified Asset
         Dispositions only, if the Company has not satisfied the requirements of
         the preceding clauses (1) and (2) because, in the case of clause (1),
         in the good faith determination of the Board of Directors of the
         Company, no assets of a suitable kind are available for purchase at a
         suitable price, and in the case of clause (2), there is no Debt
         outstanding which may be redeemed at the option of the Company (other
         than the Notes), then the Company shall hold all of such net proceeds
         not utilized in accordance with clauses (1) and (2) in cash or cash
         equivalents.

         As used in this Section 10.6, a sale, lease or other disposition of
assets shall be deemed to be a "substantial part" of the assets of the Company
and its Subsidiaries if the book value of such assets, when added to the book
value of all other assets sold, leased or otherwise disposed of by the Company
and its Subsidiaries (other than in transactions (i) in the ordinary course of
business, (ii) in which the purchaser is the Company or a Subsidiary, (iii)
which are Excluded Sale and Leaseback Transactions, or (iv) in Permitted
Accounts Receivable Securitizations) during such fiscal year, exceeds 15% of the
book value of Consolidated Total Assets of the Company and its Subsidiaries,
determined as of the end of the fiscal year immediately preceding such sale,
lease or other disposition.

       Section 10.7. Nature of Business. The Company will not engage in any
business, if as a result, when taken as a whole, the general nature of the
business of the Company would be substantially changed from the general nature
of the business of the Company on the date of this Agreement.

       Section 10.8. Transactions with Affiliates. The Company will not and will
not permit any Subsidiary to enter into directly or indirectly any Material
transaction or Material group of related transactions (including without
limitation the purchase, lease, sale or exchange of properties of any kind or
the rendering of any service) with any Affiliate (other than the Company or
another Subsidiary), except 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


                                      -26-
<PAGE>

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

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

                   (d) the Company defaults in the performance of or compliance
         with any obligation 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 required to be furnished in connection with
         the transactions contemplated hereby or thereby 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
         (other than the Notes) that is outstanding in an aggregate principal
         amount in excess of 5% of Consolidated Net Worth 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
         obligation under any instrument, mortgage, indenture or other agreement
         relating to any Debt (other than the Notes) outstanding in an aggregate
         principal amount in excess of 5% of Consolidated Net Worth, and as a
         consequence of such default such Debt has become, or has been declared,
         due and payable before its stated maturity or before its regularly
         scheduled dates of payment; or

                   (g) the Company or any Significant 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 Significant Subsidiary, 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


                                      -27-
<PAGE>

         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 Significant Subsidiary,
         or any such petition shall be filed against the Company or any
         Significant Subsidiary and such petition shall not be dismissed within
         90 days; or

                   (i) a final judgment or judgments at any one time outstanding
         for the payment of money in excess of 5% of Consolidated Net Worth
         (excluding any amount of such judgment as to which an Acceptable
         Insurer has acknowledged liability) are rendered against one or more of
         the Company and any Significant Subsidiaries and which judgments are
         not, within 60 days after entry thereof, bonded, discharged or stayed
         pending appeal, or are not discharged within 60 days after the
         expiration of such stay; or

                   (j) If (i) any Plan shall fail to satisfy the minimum funding
         standards of 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 initiate termination proceedings with respect to any Plan
         shall have been or is reasonably expected to be filed with the PBGC or
         the PBGC shall have instituted proceedings under Section 4042 of ERISA
         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 5% of Consolidated Net Worth, (iv) the
         Company or any ERISA Affiliate shall have incurred or is reasonably
         expected to incur any liability pursuant to Title I or IV of ERISA or
         the penalty or excise tax provisions of the Code relating to employee
         benefit plans, (v) the Company or any ERISA Affiliate withdraws from
         any Multiemployer Plan, or (vi) the Company or any Subsidiary
         establishes or amends any employee welfare benefit plan that provides
         post-employment welfare benefits in a manner that would increase the
         liability of the Company or any Subsidiary thereunder; and any such
         event or events described in clauses (i) through (vi) above, either
         individually or together with any other such event or events, would
         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 of every Series then outstanding
shall automatically become immediately due and payable.


                                      -28-
<PAGE>

         (b) If any other Event of Default has occurred and is continuing, any
holder or holders of more than 50% in aggregate principal amount of all Series
of the Notes, taken collectively, at the time outstanding may at any time at its
or their option, by notice or notices to the Company, declare all of 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 with respect to any Series of Notes,
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 such holder or holders 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 (i) all accrued and unpaid
interest thereon and (ii) 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 Required
Holders at the time outstanding may proceed to protect and enforce the rights of
the holders 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 of any Series have
been declared due and payable pursuant to clause (b) or (c) of Section 12.1, the
holders of more than 50% in aggregate principal amount of the Notes of all
Series, taken collectively, 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 of such Series, all principal
of and Make-Whole Amount, if any, on any Notes of such Series 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
of such Series, 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 any 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.


                                      -29-
<PAGE>

       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,
the reasonable attorneys' fees, expenses and disbursements for the holders as
set forth in Section 15.

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 of ownership 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 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 not more than 5 Business Days
following surrender of such Note, at the Company's expense (except as provided
below), one or more new Notes (as requested by the holder thereof) of the same
Series in exchange therefor, in an aggregate principal amount equal to the
unpaid principal amount of the surrendered Note. Each such new Note shall be
payable to such Person as such holder may request and shall be substantially in
the form of the Note of such Series originally issued hereunder. 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 $500,000, 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 $500,000. 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.


                                      -30-
<PAGE>

       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 another holder of a
         Note with a minimum net worth of at least $50,000,000, 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 not more than five
Business Days following satisfaction of such conditions, in lieu thereof, a new
Note of the same Series, dated and bearing interest from the date to which
interest shall have been paid on such lost, stolen, destroyed or mutilated Note
or dated the date of such lost, stolen, destroyed or mutilated Note if no
interest shall have been paid thereon.

SECTION 14.          PAYMENTS ON NOTES.

       Section 14.1. Place of Payment. Subject to Section 14.2, payments of
principal, Make-Whole Amount, if any, and interest becoming due and payable on
the Notes shall be made in New York, New York at the principal office of
JPMorgan Chase Bank in such jurisdiction. The Company may at any time, by notice
to each holder of a Note, change the place of payment of the Notes so long as
such place of payment shall be either the principal office of the Company in
such jurisdiction or the principal office of a bank or trust company in such
jurisdiction.

       Section 14.2. Home Office Payment. So long as any Purchaser or such
Purchaser's 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
for such Purchaser on Schedule A hereto or by such other method or at such other
address as such Purchaser shall have from time to time specified to the Company
in writing for such purpose, without the presentation or surrender of such Note
or the making of any notation thereon, except that upon written request of the
Company made concurrently with or reasonably promptly after payment or
prepayment in full of any Note, such Purchaser shall surrender such Note for
cancellation, reasonably promptly after any such request, to the Company at its
principal executive office or at the place of payment most recently designated
by the Company pursuant to Section 14.1. Prior to any sale or other disposition
of any Note held by any Purchaser or such Person's nominee, such Person will, at
its election, either endorse thereon the amount of principal paid thereon and
the last date to which interest has been paid thereon or surrender such Note to
the Company in exchange for a new Note or Notes pursuant to Section 13.2. The
Company will afford the benefits of this Section 14.2 to any Institutional
Investor that is the direct or indirect transferee of any Note.


                                      -31-
<PAGE>

SECTION 15.          EXPENSES, ETC.

       Section 15.1. Transaction Expenses. Whether or not the transactions
contemplated hereby are consummated, the Company will pay all reasonable costs
and expenses (including reasonable attorneys' fees of special counsel for the
Purchasers) incurred by the Purchasers and the holders of Notes 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 reasonable 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 by any Governmental Authority issued in connection with
this Agreement or the Notes, or by reason of being a holder of any Note, and (b)
the reasonable 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; provided that in connection with the
original purchase of the Notes the Company shall only be obligated to pay the
reasonable fees and expenses of one firm acting as special counsel to the
Purchasers. The Company will pay, and will save each Purchaser and each other
holder of a Note harmless from, all claims in respect of any reasonable fees,
costs or expenses if any, of brokers and finders (other than those retained by
the Purchasers).

       Section 15.2. Survival. The obligations of the Company under this Section
15 will survive the payment or transfer of any Note, the enforcement, amendment
or waiver of any provision of this Agreement or the Notes, and the termination
of this Agreement.

SECTION 16.          SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE
AGREEMENT.

         All representations and warranties contained herein shall survive the
execution and delivery of this Agreement and the Notes, the purchase or transfer
by any Purchaser of any such Note or portion thereof or interest therein and may
be relied upon by any subsequent holder of any such Note, regardless of any
investigation made at any time by or on behalf of any Purchaser or any other
holder of any such 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 the Purchasers and the
Company and supersede all prior agreements and understandings relating to the
subject matter hereof.

SECTION 17.          AMENDMENT AND WAIVER.

       Section 17.1. Requirements. This Agreement and the Notes may be amended,
and the observance of any term hereof or of the Notes may be waived (either
retroactively or prospectively), with (and only with) the written consent of the
Company and the Required Holders, except that (a) no amendment or waiver of any
of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term
(as it is used in any such Section), will be effective as to any holder of Notes
unless consented to by such holder of Notes in writing, and (b) no such


                                      -32-
<PAGE>


amendment or waiver may, without the written consent of all of the holders of
Notes 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 Section 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 of 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 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.


                                      -33-
<PAGE>

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 a Purchaser or such Purchaser's nominee, to such
         Purchaser or such Purchaser's nominee at the address specified for such
         communications in Schedule A to this Agreement, or at such other
         address as such Purchaser or such Purchaser's nominee shall have
         specified to the Company in writing pursuant to this Section 18,

                  (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 pursuant to this Section 18, or

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

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

SECTION 19.          REPRODUCTION OF DOCUMENTS.

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

SECTION 20.          CONFIDENTIAL INFORMATION.

         For the purposes of this Section 20, "Confidential Information" means
information delivered to any Purchaser by or on behalf of the Company or any
Subsidiary in connection with the transactions contemplated by or otherwise
pursuant to this Agreement that is proprietary in nature and that was clearly
marked or labeled or otherwise adequately identified when received


                                      -34-
<PAGE>

by such Purchaser as being confidential information of the Company or such
Subsidiary (including without limitation the information regarding the
Identified Asset Dispositions set forth in the Supplement to the Memorandum),
provided that such term does not include information that (a) was publicly known
or otherwise known to such Purchaser prior to the time of such disclosure, (b)
subsequently becomes publicly known through no act or omission by such Purchaser
or any Person acting on such Purchaser's behalf, (c) otherwise becomes known to
such Purchaser other than through disclosure by the Company or any Subsidiary or
(d) constitutes financial statements delivered to such Purchaser under Section
7.1 that are otherwise publicly available. Each Purchaser will maintain the
confidentiality of such Confidential Information in accordance with procedures
adopted by such Purchaser in good faith to protect confidential information of
third parties delivered to such Purchaser, provided that such Purchaser may
deliver or disclose Confidential Information to (i) such Purchaser's directors,
trustees, officers, employees, agents, attorneys and affiliates (to the extent
such disclosure reasonably relates to the administration of the investment
represented by such Purchaser's Notes), (ii) such Purchaser's 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 such
Purchaser sells or offers to sell such Note or any part thereof or any
participation therein (if such Person has agreed in writing prior to its receipt
of such Confidential Information to be bound by the provisions of this Section
20), (v) any Person from which such Purchaser offers to purchase any security of
the Company (if such Person has agreed in writing prior to its receipt of such
Confidential Information to be bound by the provisions of this Section 20), (vi)
any federal or state regulatory authority having jurisdiction over such
Purchaser, (vii) the National Association of Insurance Commissioners or any
similar organization, or any nationally recognized rating agency that requires
access to information about such Purchaser's investment portfolio, or (viii) any
other Person to which such delivery or disclosure may be necessary or
appropriate (w) to effect compliance with any law, rule, regulation or order
applicable to such Purchaser, (x) in response to any subpoena or other legal
process provided that to the extent permitted by applicable law, such Purchaser
will use reasonable efforts to notify the Company of any such subpoena or other
legal process, (y) in connection with any litigation to which such Purchaser is
a party, provided that to the extent permitted by applicable law, such Purchaser
will use reasonable efforts to notify the Company of the disclosure resulting
from such litigation, or (z) if an Event of Default has occurred and is
continuing, to the extent such Purchaser may reasonably determine such delivery
and disclosure to be necessary or appropriate in the enforcement or for the
protection of the rights and remedies under such Purchaser's Notes and this
Agreement. Each holder of a Note, by its acceptance of a Note, will be deemed to
have agreed to be bound by and to be entitled to the benefits of this Section 20
as though it were a party to this Agreement. On reasonable request by the
Company in connection with the delivery to any holder of a Note of information
required to be delivered to such holder under this Agreement or requested by
such holder (other than a holder that is a party to this Agreement or its
nominee), such holder will enter into an agreement with the Company embodying
the provisions of this Section 20.

SECTION 21.          SUBSTITUTION OF PURCHASER.

         Each Purchaser shall have the right to substitute any one of such
Purchaser's Affiliates as the purchaser of the Notes that such Purchaser has
agreed to purchase hereunder, by written


                                      -35-
<PAGE>

notice to the Company, which notice shall be signed by both such Purchaser and
such Purchaser's 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 "Purchaser" is used in this Agreement
(other than in this Section 21), such word shall be deemed to refer to such
Affiliate in lieu of such Purchaser. In the event that such Affiliate is so
substituted as a purchaser hereunder and such Affiliate thereafter transfers to
such Purchaser all of the Notes then held by such Affiliate, upon receipt by the
Company of notice of such transfer, wherever the word "Purchaser" 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 such Purchaser, and such
Purchaser shall have all the rights of an original holder of the Notes under
this Agreement.

SECTION 22.          MISCELLANEOUS.

       Section 22.1. Successors and Assigns. All covenants and other agreements
contained in this Agreement by or on behalf of any of the parties hereto bind
and inure to the benefit of their respective successors and assigns (including,
without limitation, any subsequent holder of a Note) whether so expressed or
not.

       Section 22.2. Payments Due on Non-Business Days. Anything in this
Agreement or the Notes to the contrary notwithstanding, 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.

       Section 22.3. 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 22.4. 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.

       Section 22.5. 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.


                                      -36-
<PAGE>

       Section 22.6. 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 New York 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.


                                    * * * * *





                                      -37-
<PAGE>



         The execution hereof by the Purchasers shall constitute a contract
among the Company and the Purchasers for the uses and purposes hereinabove set
forth. This Agreement may be executed in any number of counterparts, each
executed counterpart constituting an original but all together only one
agreement.


                                   Very truly yours,

                                   RPM, INC.


                                   By  /s/ Keith R. Smiley
                                           Name: Keith R. Smiley
                                           Title:  Vice President, Treasurer and
                                                    Assistant Secretary




                                      -38-
<PAGE>



Accepted as of the first date written above.



                               ALLSTATE LIFE INSURANCE COMPANY


                               By /s/ Rhonda L. Hopps
                                       Name:  Rhonda L. Hopps

                               By /s/ Charles D. Mires
                                       Name:  Charles D. Mires
                                       Authorized Signatories

                               NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY


                               By /s/ Mark W. Poeppelman
                                       Name: Mark W. Poeppelman
                                       Title:   Associate Vice President

                               NATIONWIDE LIFE INSURANCE COMPANY


                               By /s/ Mark W. Poeppelman
                                       Name: Mark W. Poeppelman
                                       Title:   Associate Vice President

                               ALLSTATE LIFE INSURANCE COMPANY OF NEW YORK


                               By /s/ Rhonda L. Hopps
                                        Name:  /s/ Rhonda L. Hopps

                               By /s/ Charles D. Mires
                                       Name:  Charles D. Mires
                                       Authorized Signatories

                               AMERICAN HERITAGE LIFE INSURANCE COMPANY


                               By /s/ Rhonda L. Hopps
                                       Name:  Rhonda L. Hopps


                                      -39-
<PAGE>

                               By /s/ Charles D. Mires
                                       Name:  Charles D. Mires
                                       Authorized Signatories

                                    MONY LIFE INSURANCE COMPANY


                               By /s/ Barry J. Scheinholtz
                                       Name: Barry J. Scheinholtz
                                          Title:   Investment Vice President




                                      -40-
<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:

         "Acceptable Insurer" means an insurance company (i) having an A.M. Best
rating of "A-" or better and being in a financial size category of X or larger
(as such category is defined as of the date hereof) or (ii) otherwise acceptable
to the Required Holders. First Colonial Insurance Company, a wholly-owned
Subsidiary of the Company, is deemed to be acceptable with respect to the dollar
amount of insurance it is providing on the date of this Agreement.

         "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 other Person which beneficially owns or holds,
directly or indirectly, 10% or more of any class of voting or equity interests
of such first Person; or (c) any other Person of which such first Person
beneficially owns or holds, directly or indirectly, 10% or more of the 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.

         "Bank Credit Agreement" means the Five-Year Credit Agreement dated as
of July 14, 2000 among the Company and Chase Manhattan Bank, as administrative
agent, and the other financial institutions which are parties thereto, as
amended from time to time, and any renewals, extensions or replacements thereof
which constitutes the primary bank credit facility 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 Cleveland, Ohio or New York, New York are
required or authorized to be closed.

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

         "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 of Control" is defined in Section 8.7(h).

         "Closing" is defined in Section 3.

                                   SCHEDULE B
                          (to Note Purchase Agreement)


<PAGE>

         "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 RPM, Inc., an Ohio corporation.

         "Confidential Information" is defined in Section 20.

         "Consolidated Adjusted Debt" means Consolidated Debt minus Convertible
Subordinated Debt.

         "Consolidated Adjusted Net Worth" means as of any date of determination
Consolidated Net Worth, minus the portion of Consolidated Net Worth which is
attributable to Foreign Subsidiaries.

         "Consolidated Debt" means, as of any date of determination, the total
of all Debt of the Company and its Subsidiaries outstanding on such date, after
eliminating all offsetting debits and credits between the Company and its
Subsidiaries and all other items required to be eliminated in the course of the
preparation of consolidated financial statements of the Company and its
Subsidiaries in accordance with GAAP.

         "Consolidated Net Income" means, with reference to any period, the net
income (or loss) of the Company and its Subsidiaries for such period (taken as a
cumulative whole), as determined in accordance with GAAP, after eliminating all
offsetting debits and credits between the Company and its Subsidiaries and all
other items required to be eliminated in the course of the preparation of
consolidated financial statements of the Company and its Subsidiaries in
accordance with GAAP; provided that extraordinary items and non-recurring gains
and losses in connection with asset dispositions shall be excluded.

         "Consolidated Net Worth" means as of any date of determination the
consolidated stockholders' equity of the Company and its Subsidiaries, as
determined in accordance with GAAP; provided that losses resulting from
Identified Asset Dispositions in an amount not in excess of $40,000,000, shall
be excluded from any calculation of Consolidated Net Worth.

         "Consolidated Total Assets" means at any time the consolidated assets
of the Company and its Subsidiaries, as determined in accordance with GAAP.

         "Consolidated Total Capitalization" means at any time, the sum of
Consolidated Net Worth and Consolidated Debt.

         "Control Event" is defined in Section 8.7(i).

         "Convertible Subordinated Debt" shall mean Subordinated Debt of the
Company which is convertible into common stock of the Company and which (i) has
a weighted average life to maturity which is greater than the weighted average
life to maturity of the Notes, and (ii) which matures after May 31, 2009. In the
case of any Convertible Subordinated Debt which is issued at



                                      B-2
<PAGE>

a discount or which is a zero coupon obligation, the principal amount of such
Subordinated Debt shall be the accreted value of such Debt as of the date of any
determination.

         "Debt" means, with respect to any Person, without duplication,

                   (a) its liabilities for borrowed money;

                   (b) its liabilities for the deferred purchase price of
         property acquired by such Person (excluding accounts payable and other
         accrued liabilities arising in the ordinary course of business but
         including, without limitation, all liabilities created or arising under
         any conditional sale or other title retention agreement with respect to
         any such property);

                   (c) its Capital Lease Obligations;

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

                   (e) Guarantees of such Person with respect to liabilities of
         a type described in any of clauses (a) through (d) hereof.

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

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

         "Default Rate" means for any Note of a Series that rate of interest
that is the greater of (i) 2% per annum above the rate of interest stated in
clause (a) of the first paragraph of such Note or (ii) 2% over the rate of
interest publicly announced by JPMorgan Chase Bank in New York, New York as its
"base" or "prime" rate.

         "Designated Senior Debt" means the (i) the Notes, (ii) the Bank Credit
Agreement, and (iii) any other Senior Indebtedness issued after the date of this
Agreement and outstanding in an aggregate principal amount in excess of
$20,000,000; provided that such other Senior Indebtedness has been designated as
"Designated Senior Debt" by the Company in the agreement under and pursuant to
which such Debt is outstanding.

         "Domestic Subsidiary" means a Subsidiary which is organized under the
laws of the United States or any state thereof.

         "EBITDA" means, for any period, determined on a consolidated basis for
the Company and its Subsidiaries, net operating income of the Company and its
Subsidiaries (calculated before provisions for income taxes, Interest Expense,
extraordinary items, non-recurring gains or losses in connection with asset
dispositions, losses in connection with the impairment of assets, income



                                      B-3
<PAGE>

attributable to equity in Affiliates and all amounts attributable to
depreciation and amortization) for such period.

         "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.

         "Excluded Sale and Leaseback Transaction" shall mean any sale or
transfer of property acquired by the Company or any Subsidiary after the date of
this Agreement to any Person within 180 days following the acquisition or
construction of such property by the Company or any Subsidiary if the Company or
a Subsidiary shall concurrently with such sale or transfer, lease such property,
as lessee.

         "Fair Market Value" means, at any time and with respect to any
property, the sale value of such property that would be realized in an
arm's-length sale at such time between an informed and willing buyer and an
informed and willing seller (neither being under a compulsion to buy or sell),
as reasonably determined in the good faith opinion of the Company's board of
directors.

         "Foreign Subsidiary" means any Subsidiary other than a Domestic
Subsidiary.

         "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-4
<PAGE>

                       (ii) any jurisdiction in which the Company or any
                  Subsidiary conducts all or any part of its business, or which
                  has 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
Debt, dividend or other obligation of any other Person in any manner, whether
directly or indirectly, including (without limitation) obligations incurred
through an agreement, contingent or otherwise, by such Person:

                   (a) to purchase such Debt or obligation or any property
         constituting security therefor primarily for the purpose of assuring
         the owner of such Debt or obligation of the ability of any other Person
         to make payment of the Debt or obligation;

                   (b) to advance or supply funds (i) for the purchase or
         payment of such Debt 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 Debt or obligation;

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

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

In any computation of the Debt or other liabilities of the obligor under any
Guaranty, the Debt or other obligations that are the subject of such Guaranty
shall be assumed to be direct obligations of such obligor, provided that the
amount of such Debt outstanding for purposes of this Agreement shall not exceed
the maximum amount of Debt that is the subject of such Guaranty.

         "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.

         "Identified Asset Dispositions" shall mean the sale or disposition of
the assets described in the Supplement to the Memorandum.


                                      B-5
<PAGE>

         "Institutional Investor" means (a) any original purchaser of a Note,
(b) any holder of more than $5,000,000 of the aggregate principal amount of the
Notes then outstanding, and (c) any bank, trust company, savings and loan
association or other financial institution, any pension plan, any investment
company, any insurance company, any broker or dealer, or any other similar
financial institution or entity, regardless of legal form.

         "Interest Expense" shall mean, for any period, the sum, for the Company
and its Subsidiaries, of the following: (a) all interest in respect of Debt
(including the interest component of any payments in respect of Capital Leases)
accrued or capitalized during such period (whether or not actually paid during
such period) plus (b) the net amount payable (or minus the net amount
receivable) under interest rate hedging agreements relating to interest during
such period (whether or not actually paid or received during such period).

         "Investments" shall mean 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.

         "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 (other than an operating
lease) or Capital Lease, upon or with respect to any property or asset of such
Person.

         "Make-Whole Amount" shall have the meaning set forth in Section 8.6.

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

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

         "Memorandum" is defined in Section 5.3.

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

         "Notes" is defined in Section 1.

         "Obligations" means with respect to any Debt, interest rate swap
agreement, currency swap agreement or reimbursement agreement relating to
letters of credit, all obligations (whether in existence on the date of this
Agreement or arising afterwards, absolute or contingent, direct or indirect) for
or in respect of principal (when due, upon acceleration, upon redemption, upon
mandatory repayment or repurchase pursuant to a mandatory offer to purchase, or
otherwise),


                                      B-6
<PAGE>

Make-Whole Amount, premium, interest, penalties, fees, indemnification,
reimbursement and other amounts payable and liabilities with respect to such
obligations, including, without limitation, all interest accrued or accruing
after, or which would accrue but for, the commencement of any bankruptcy,
insolvency or reorganization or similar case or proceeding at the contract rate
(including, without limitation, any contract rate applicable upon default)
specified in the relevant documentation, whether or not the claim for such
interest is allowed as a claim in such case or proceeding.

         "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.

         "Permitted Accounts Receivable Securitization" means one or more
receivables securitizations programs described in and permitted by Section
10.4(i) of this Agreement.

         "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 (without duplication) the sum of (a) unsecured
Debt of Domestic Subsidiaries (excluding (i) Debt owing to the Company or any
other Subsidiary, and (ii) unsecured Debt of a Subsidiary existing at the time
of acquisition of such Subsidiary and not created in contemplation thereof and
renewals and refundings thereof so long as the principal amount thereof shall
not be increased) and (b) Debt of the Company and its Domestic Subsidiaries
secured by Liens (excluding Debt secured by Liens permitted by Section 10.4(a)
through (j) of this Agreement).

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

         "Purchasers" means the purchasers of the Notes named in Schedule A
hereto.

         "Put Event" is defined in Section 8.7(j).

         "QPAM Exemption" means Prohibited Transaction Class Exemption 84-14
issued by the United States Department of Labor.


                                      B-7
<PAGE>

         "Receivables" means all accounts receivable of the Company or any of
its Subsidiaries (including any thereof constituting or evidenced by accounts,
chattel paper, instruments or general intangibles) and rights (contractual and
other) and collateral related thereto and all proceeds thereof.

         "Receivables Subsidiary" means any special purpose, bankruptcy remote
Subsidiary of the Company that acquires, on a revolving or evergreen basis,
Receivables generated by the Company or any of its Subsidiaries and that engages
in no operations or activities other than those related to receivables
securitizations.

         "Required Holders" means, at any time, the holders of more than 50% 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.

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

         "Senior Debt" means, as of the date of any determination thereof, all
Consolidated Debt, other than Subordinated Debt.

         "Senior Debt Notice Party" shall mean any one of (i) the administrative
agent under the Bank Credit Agreement, (ii) the holders of a majority in
aggregate principal amount of the Notes outstanding under this Agreement, or
(iii) the holders of a majority in aggregate principal amount of any other
Designated Senior Debt (or a trustee or agent acting on behalf of one or more
such holders).

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

         "Senior Indebtedness" means all Obligations (including all Obligations
under the Bank Credit Agreement and this Agreement but excluding Obligations in
respect of Subordinated Debt) of the Company whether outstanding on the date of
this Agreement or hereafter created, incurred, or assumed, including, without
limitation, all deferrals, renewals, extensions or refundings of, or amendments,
modifications or supplements thereto.

         "Series" means any series of Notes issued pursuant to this Agreement.

         "Significant Subsidiary" means, at any time, any Subsidiary of the
Company which, together with all other Subsidiaries of such Subsidiary, accounts
for more than (i) 10% of the consolidated assets of the Company and its
Subsidiaries or (ii) 10% of consolidated revenue of the Company and its
Subsidiaries.

         "Subordinated Debt" shall mean all unsecured Debt of the Company for
borrowed money, including principal, Make-Whole Amount, premium and interest
(including post-petition


                                      B-8
<PAGE>

interest accrued subsequent to the commencement of any bankruptcy or insolvency
proceeding, to the extent allowed in such proceeding) which shall have or
contain subordination provisions substantially in the form set forth in Exhibit
2 hereto or such other provisions as shall be approved by the Required Holders.

         "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.

         "Supplement to the Memorandum" means the Supplement to the Memorandum
dated October, 2001.




                                      B-9
<PAGE>


                             [FORM OF SERIES A NOTE]

                                    RPM, INC.

               6.12% SENIOR NOTE, SERIES A, DUE NOVEMBER 15, 2004

No.  [_______]                                                            [Date]
$[__________]                                                     PPN 749685 A@2

         FOR VALUE RECEIVED, the undersigned, RPM, INC. (herein called the
"Company"), a corporation organized and existing under the laws of the State of
Ohio, hereby promises to pay to [_____________________] or registered assigns,
the principal sum of [______________] DOLLARS on November 15, 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 6.12% per annum from the date hereof,
payable semi-annually, on the fifteenth day of May and November in each year and
at maturity, commencing with the May or November next succeeding the date
hereof, until the principal hereof shall have become due and payable, and (b) to
the extent permitted by law on any overdue payment (including any overdue
prepayment) of principal, any overdue payment of interest and any overdue
payment of any Make-Whole Amount (as defined in the Note Purchase Agreement
referred to below), payable semi-annually 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) 8.12% or (ii) 2% over the rate of interest publicly
announced by JPMorgan Chase Bank from time to time in New York, New York 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 the principal office of JPMorgan Chase Bank in New York, New York 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 November
15, 2001 (as from time to time amended, supplemented or modified, the "Note
Purchase Agreement"), between the Company and the respective Purchasers named
therein and is entitled to the benefits thereof. Each holder of this Note will
be deemed, by its acceptance hereof, (i) to have agreed to the confidentiality
provisions set forth in Section 20 of the Note Purchase Agreement and (ii) to
have made the representation set forth in Section 6.2 of the Note Purchase
Agreement.

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

                                  EXHIBIT 1(a)
                          (to Note Purchase Agreement)


<PAGE>

         This Note is also 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 issuer and holder hereof shall be governed by, the law of the
State of New York excluding choice-of-law principles of the law of such State
that would require the application of the laws of a jurisdiction other than such
State.

                                    RPM, INC.


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





                                    E-1(A)-2
<PAGE>


                             [FORM OF SERIES B NOTE]

                                    RPM, INC.

               6.61% SENIOR NOTE, SERIES B, DUE NOVEMBER 15, 2006

No.  [_______]                                                            [Date]
$[__________]                                                   PPN 749685 A# 0

         FOR VALUE RECEIVED, the undersigned, RPM, INC. (herein called the
"Company"), a corporation organized and existing under the laws of the State of
Ohio, hereby promises to pay to [_____________________] or registered assigns,
the principal sum of [______________] DOLLARS on November 15, 2006 with interest
(computed on the basis of a 360-day year of twelve 30-day months) (a) on the
unpaid balance thereof at the rate of 6.61% per annum from the date hereof,
payable semi-annually, on the fifteenth day of May and November in each year and
at maturity, commencing with the May or November next succeeding the date
hereof, until the principal hereof shall have become due and payable, and (b) to
the extent permitted by law on any overdue payment (including any overdue
prepayment) of principal, any overdue payment of interest and any overdue
payment of any Make-Whole Amount (as defined in the Note Purchase Agreement
referred to below), payable semi-annually 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) 8.61% or (ii) 2% over the rate of interest publicly
announced by JPMorgan Chase Bank from time to time in New York, New York 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 the principal office of JPMorgan Chase Bank in New York, New York 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 November
15, 2001 (as from time to time amended, supplemented or modified, the "Note
Purchase Agreement"), between the Company and the respective Purchasers named
therein and is entitled to the benefits thereof. Each holder of this Note will
be deemed, by its acceptance hereof, (i) to have agreed to the confidentiality
provisions set forth in Section 20 of the Note Purchase Agreement and (ii) to
have made the representation set forth in Section 6.2 of the Note Purchase
Agreement.

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

                                  EXHIBIT 1(b)
                          (to Note Purchase Agreement)


<PAGE>

         This Note is also 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 issuer and holder hereof shall be governed by, the law of the
State of New York excluding choice-of-law principles of the law of such State
that would require the application of the laws of a jurisdiction other than such
State.

                               RPM, INC.


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






                                    E-1(b)-2


<PAGE>


                             [FORM OF SERIES C NOTE]

                                    RPM, INC.

               7.30% SENIOR NOTE, SERIES C, DUE NOVEMBER 15, 2008

No.  [_______]                                                            [Date]
$[__________]                                                   PPN 749685 B* 3

         FOR VALUE RECEIVED, the undersigned, RPM, INC. (herein called the
"Company"), a corporation organized and existing under the laws of the State of
Ohio, hereby promises to pay to [_____________________] or registered assigns,
the principal sum of [______________] DOLLARS on November 15, 2008 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 7.30% per annum from the date hereof,
payable semi-annually, on the fifteenth day of May and November in each year and
at maturity, commencing with the May or November next succeeding the date
hereof, until the principal hereof shall have become due and payable, and (b) to
the extent permitted by law on any overdue payment (including any overdue
prepayment) of principal, any overdue payment of interest and any overdue
payment of any Make-Whole Amount (as defined in the Note Purchase Agreement
referred to below), payable semi-annually 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) 9.30% or (ii) 2% over the rate of interest publicly
announced by JPMorgan Chase Bank from time to time in New York, New York 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 the principal office of JPMorgan Chase Bank in New York, New York 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 November
15, 2001 (as from time to time amended, supplemented or modified, the "Note
Purchase Agreement"), between the Company and the respective Purchasers named
therein and is entitled to the benefits thereof. Each holder of this Note will
be deemed, by its acceptance hereof, (i) to have agreed to the confidentiality
provisions set forth in Section 20 of the Note Purchase Agreement and (ii) to
have made the representation set forth in Section 6.2 of the Note Purchase
Agreement.

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

                                  EXHIBIT 1(c)
                          (to Note Purchase Agreement)


<PAGE>

         This Note is also 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 issuer and holder hereof shall be governed by, the law of the
State of New York excluding choice-of-law principles of the law of such State
that would require the application of the laws of a jurisdiction other than such
State.

                                RPM, INC.


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


                                    E-1(c)-2