LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT

                                 BY AND BETWEEN

                             CFC INTERNATIONAL, INC.
                             a Delaware corporation,


                                       and

                       LASALLE BANK NATIONAL ASSOCIATION,
                         a national banking association

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

                           ILLINOIS FINANCE AUTHORITY
                                   $2,000,000
                              VARIABLE RATE DEMAND
                INDUSTRIAL DEVELOPMENT REVENUE BONDS, SERIES 2004
                        (CFC INTERNATIONAL, INC. PROJECT)

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

                            DATED AS OF JULY 1, 2004



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                                Table of Contents



ARTICLE I       DEFINITIONS.................................................1

         Section 1.01   Definitions.........................................1

         Section 1.02   Interpretation......................................6

         Section 1.03   Other Definitional Provisions.......................7

ARTICLE II      REIMBURSEMENT, FEES AND OTHER PAYMENTS; SECURITY............7

         Section 2.01   Reimbursement and Other Payments....................7

         Section 2.02   Security............................................10

         Section 2.03   Pledged Bonds; Borrower's Series 2004 Bonds.........10

         Section 2.04   Substitute Letter of Credit.........................11

         Section 2.05   Late Payments.......................................11

         Section 2.06   Computation of Interest and Fees....................12

ARTICLE III     AGREEMENT OF THE BANK; CONDITIONS PRECEDENT TO ISSUANCE OF THE
                LETTER OF CREDIT; DISBURSEMENT OF BOND PROCEEDS.............12

         Section 3.01   Agreement of the Bank...............................12

         Section 3.02   Conditions Precedent to Issuance of the
                        Letter of Credit....................................12

ARTICLE IV      OBLIGATIONS ABSOLUTE........................................14

         Section 4.01   Obligations of the Borrower.........................14

ARTICLE V       REPRESENTATIONS AND WARRANTIES..............................14

         Section 5.01   Representations, Covenants and Warranties of
                        the Borrower........................................14

         Section 5.02   Survival............................................17

ARTICLE VI      AFFIRMATIVE COVENANTS.......................................17

         Section 6.01   Affirmative Covenants of the Borrower...............17

         Section 6.02   Loan and Security Agreement Covenants...............17

         Section 6.03   Conduct of Business.................................18

         Section 6.04   Maintenance of Insurance............................18

         Section 6.05   Visitation Rights...................................18

         Section 6.06   Maintenance of Properties...........................18

         Section 6.07   Additional Acts Concerning Security.................18

         Section 6.08   Payment of Indebtedness.............................19

         Section 6.09   Performance of Obligations..........................19

         Section 6.10   Reports and Notices of Certain Events...............19

         Section 6.11   Completion of Project...............................19


                                      -i-
<PAGE>

ARTICLE VII     NEGATIVE COVENANTS..........................................19

         Section 7.01   Negative Covenants of the Borrower..................19

         Section 7.02   Amendment to Agreements.............................19

         Section 7.03   Conflicting Agreements..............................19

         Section 7.04   Liens and Encumbrances..............................20

         Section 7.05   Transactions with Subsidiaries and Affiliates.......20

         Section 7.06   Arbitrage...........................................20

         Section 7.07   Optional Redemption of Bonds........................20

         Section 7.08   Purchase of Bonds, Mandatory Redemption.............20

         Section 7.09   Conversion of the Bonds.............................20

ARTICLE VIII    EVENTS OF DEFAULT...........................................20

         Section 8.01   Events of Default...................................20

         Section 8.02   Remedies............................................21

         Section 8.03   No Waiver; Remedies Cumulative......................21

ARTICLE IX      MISCELLANEOUS...............................................22

         Section 9.01   Amendments..........................................22

         Section 9.02   Addresses for Notices...............................22

         Section 9.03   Right of Set-off....................................23

         Section 9.04   Indemnification.....................................23

         Section 9.05   Continuing Obligation...............................23

         Section 9.06   Transfer of Letter of Credit........................24

         Section 9.07   Liability of the Bank...............................24

         Section 9.08   Costs, Expenses and Taxes...........................24

         Section 9.09   Participation.......................................24

         Section 9.10   Severability........................................25

         Section 9.11   Governing Law; Jury Trial Waiver; Venue.............25

         Section 9.12   Headings............................................25

         Section 9.13   Counterparts........................................26

         Section 9.14   Entire Agreement....................................26

         Section 9.15   Terms of Other Agreements Not Superseded............26


                                      -ii-


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Exhibit A       Premises - Legal Description
Exhibit B       Prepayment Schedule
Exhibit C       Amended and Restated Loan and Security Agreement

Annex A         Form of Letter of Credit

Schedule 5.01(a)        Jurisdictions of Qualification, Addresses and Change
                        of Name




<PAGE>



                  LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT


     THIS  LETTER OF CREDIT  AND  REIMBURSEMENT  AGREEMENT,  dated as of July 1,
2004,  by and between  CFC  INTERNATIONAL,  INC.,  a Delaware  corporation  (the
"Borrower"), and LASALLE BANK NATIONAL ASSOCIATION (the "Bank").

     WHEREAS,   the  Illinois  Finance   Authority  (the  "Issuer")  has  issued
$2,000,000  aggregate  principal  amount of its tax exempt  Variable Rate Demand
Industrial  Development  Revenue  Bonds,  Series 2004 (CFC  International,  Inc.
Project)  (the "Series 2004  Bonds"),  pursuant to an Indenture of Trust of even
date herewith (as  supplemented  from time to time, the  "Indenture"),  from the
Issuer to LaSalle Bank National Association, as trustee (the "Trustee"), and the
Issuer  loaned  the  proceeds  from the  sale of the  Series  2004  Bonds to the
Borrower  pursuant  to a  Loan  Agreement  of  even  date  herewith  (the  "Loan
Agreement")  by and  between  the Issuer and  Borrower,  in order to finance the
costs of acquiring a manufacturing  facility,  including land and  improvements,
commonly  known  as 385 Joe Orr  Road,  Chicago,  Illinois,  to be used  for the
manufacture of printed plastic film products, and to finance the construction of
improvements thereto (the "Project") and (2) pay costs of issuance of the Series
2004 Bonds; and

     WHEREAS,  pursuant to the  Indenture,  the Borrower have requested that the
Bank issue an irrevocable,  transferable direct pay letter of credit as security
for the Series 2004 Bonds, in the amount of $2,023,014.00, naming as beneficiary
the Trustee, which letter of credit shall be in the form of Annex A hereto (such
letter of credit is herein  called  the  "Letter  of  Credit",  which term shall
include any substitute therefor or replacement thereof issued in accordance with
the Indenture).

     NOW THEREFORE,  in consideration of the premises and in order to induce the
Bank to issue the Letter of Credit the  Borrower  and the Bank  hereby  agree as
follows:

                                   ARTICLE I
                                   DEFINITIONS

     Section  1.01  Definitions.  All  capitalized  words and terms used but not
defined  herein shall have the meanings  assigned to such words and terms in the
Loan Agreement and the  Indenture.  In addition,  as used in this  Reimbursement
Agreement,  the following terms shall have the following meanings (such meanings
to be equally  applicable to both the singular and the plural forms of the terms
defined):

     "A Drawing"  means a drawing upon the Letter of Credit made with respect to
any payment of the portion of the Purchase Price  corresponding  to principal of
the Series 2004 Bonds.

     "Affiliate" means any Person (i) which directly or indirectly controls,  or
is controlled  by, or is under common control with the Borrower or a Subsidiary;
(ii) which directly or indirectly  beneficially  owns or holds five percent (5%)
or more of any class of voting stock of the Borrower or any Subsidiary; or (iii)
five percent (5%) or more of the voting stock of which is directly or indirectly
beneficially owned or held by the Borrower or a Subsidiary.

<PAGE>

     "B Drawing"  means a drawing upon the Letter of Credit made with respect to
principal of the Series 2004 Bonds,  plus  accrued  interest,  if any,  thereon,
which is due because of the maturity, acceleration or redemption thereof.

     "Bank" means  LaSalle Bank  National  Association  and its  successors  and
assigns.

     "Bond Proceeds" means the original  proceeds of the sale of the Series 2004
Bonds and investment earnings thereon held by the Trustee under the Indenture.

     "Bond Purchase  Agreement"  means the Bond Purchase  Agreement dated August
25, 2004, by and among the Issuer, the Borrower and the Underwriter.

     "Borrower" means CFC International, Inc., a Delaware corporation.

     "Business  Day"  means  any day  which is not a  Saturday,  Sunday or legal
holiday or a day on which banking institutions in the City of Chicago, Illinois,
are authorized or required to close.

     "C Drawing"  means a drawing upon the Letter of Credit made with respect to
any payment of interest on the Series 2004 Bonds other than  interest on Pledged
Bonds or accrued interest which is due because of the maturity,  acceleration or
redemption of Series 2004 Bonds.

     "CFC 1996 Bonds Reimbursement  Agreement" means that certain  Reimbursement
Agreement by and between the Borrower and the Bank dated as of June 1, 1996,  as
heretofore or hereafter amended, restated, supplemented or modified.

     "Capital  Lease"  means any lease of any  tangible or  intangible  property
(whether real, personal or mixed), however denoted, which is required by GAAP to
be  reflected  as a  liability  on the face of the  balance  sheet of the lessee
thereunder.

     "Code"  means the Internal  Revenue  Code of 1986,  as amended from time to
time, and any successor statute thereto.

     "Cost of  Issuance"  shall have the  meaning  assigned  to that term in the
Indenture.

     "Costs of the Project" means those costs and expenses which may be paid, or
for which the  Borrower  may be  reimbursed  from Bond  Proceeds  under the Loan
Agreement.

     "D Drawing"  means a drawing upon the Letter of Credit made with respect to
payment of the portion of the Purchase  Price  corresponding  to interest on the
Series 2004 Bonds.

     "Date of Issuance" means the date of issuance of the Letter of Credit.

     "Event of Default"  has the meaning  assigned to that term in Section  8.01
hereof.

     "GAAP" means generally accepted accounting  principles in the United States
as in effect from time to time.

     "Governmental  Body"  means  the  United  States of  America,  the State of
Illinois and any  political  subdivision  thereof,  and any agency,  department,
commission,  board,  bureau or  instrumentality  of any of them which  exercises
jurisdiction over the Premises,  construction  thereon,  the use of improvements
thereto  or the  availability  of ingress  or egress  thereto or of gas,  water,
electricity, sewage or other utility facilities therefor.

<PAGE>


     "Government   Regulations"  means  any  law,  ordinance,   order,  rule  or
regulation of a Governmental Body.

     "Indebtedness"  means,  with  respect to any Person,  all  obligations  and
liabilities to any other Person (including without limitation, all debts, claims
and  indebtedness)  whether primary,  secondary,  direct,  contingent,  fixed or
otherwise,  heretofore,  now and/or from time to time  hereafter  owing,  due or
payable,  however evidenced,  created,  incurred,  acquired or owing and however
arising,  whether  under  written or oral  agreement,  by  operation  of law, or
otherwise,  except (i) rental  installments  not past due under leases which are
not Capital  Leases and (ii) claims which if  sustained  will be  discharged  by
issuers  of  policies  of  insurance  maintained  by such  Person.  Indebtedness
includes,  without limiting the generality of the foregoing:  (i) obligations or
liabilities  that are  secured  by any  lien,  claim,  encumbrance  or  security
interest  upon property even though such Person has not assumed or become liable
for the payment therefor; and (ii) obligations or liabilities created or arising
under any lease of real or personal property, or conditional sale or other title
retention  agreement  with  respect to  property  used  and/or  acquired by such
Person, even though the rights and remedies of the lessor,  seller and/or lender
thereunder are limited to repossession of such property.

     "Indemnity  Agreement" means the Environmental  Indemnity Agreement of even
date from the Borrower in favor of the Bank covering the Project.

     "Indenture"  has the  meaning  assigned  to that term in the first  recital
paragraph hereof.

     "Issuer"  has the  meaning  assigned  to that  term  in the  first  recital
paragraph hereof.

     "Letter  of Credit"  has the  meaning  assigned  to that term in the second
recital paragraph hereof.

     "Letter of Credit  Fee" has the  meaning  assigned  to that term in Section
2.01(c) hereof.

     "Lien"  means,  with respect to any asset,  any mortgage,  pledge,  charge,
hypothecation,  judgment lien or similar legal process,  title retention lien or
other lien or security  interest or  encumbrance  of any kind in respect of such
asset.  For the  purposes of this  Reimbursement  Agreement,  a Person  shall be
deemed to own,  subject  to a Lien,  any asset  which it has  acquired  or holds
subject  to the  interest  of a vendor or  lessor  under  any  conditional  sale
agreement,  Capital Lease or other title  retention  agreement  relating to such
asset.

     "Loan and Security  Agreement" shall mean that certain Amended and Restated
Loan and Security Agreement dated as of May 17, 2001 by and between the Borrower
and the  Bank,  as  heretofore  or  hereafter  amended,  restated,  modified  or
supplemented,  a copy of which  (including all  amendments  thereto) is attached
hereto as Exhibit C, and all instruments,  documents and agreements  executed in
connection therewith.

     "Loan Agreement" has the meaning assigned to that term in the first recital
paragraph hereof.

<PAGE>

     "Mortgage" means (i) that certain Mortgage,  Security Agreement and Fixture
Filing and (ii) that certain  Assignment of Leases and Rents, in each case dated
even  herewith and  executed by the  Borrower in favor of the Bank  covering the
Premises.

     "Note"  means that  certain  promissory  note  issued  pursuant to the Loan
Agreement from the Borrower to the Issuer.

     "Obligations"  means any and all  obligations  of the Borrower to reimburse
the Bank for any drawings  under the Letter of Credit,  the fees relating to the
Letter of Credit and all other  obligations  of the Borrower to the Bank arising
under or in relation to this Reimbursement Agreement or the Letter of Credit.

     "Other  Agreements"  means the Loan and  Security  Agreement,  the  Related
Mortgage,  the CFC  1996  Bonds  Reimbursement  Agreement  and  all  agreements,
instruments and documents hereafter executed by and/or on behalf of the Borrower
and delivered to the Bank from time to time in connection with the  transactions
contemplated thereby.

     "Participant"  means any bank which enters into a  participation  agreement
with the Bank pursuant to Section 9.09 hereof.

     "Permitted Encumbrances" means:

     (a) The Liens  granted  by the  Borrower  to the Bank,  including,  without
limitation, pursuant to the Related Documents or any of the Other Agreements;

     (b) Liens  permitted under the Related  Documents or the Other  Agreements;
and

     (c) Additional matters as to which the Bank gives its approval in writing.

     "Person" means an individual, a corporation,  an association, a joint stock
company,  a business trust, a partnership,  a limited liability company, a joint
venture,  an unincorporated  organization,  or any other entity or organization,
including a government or political  subdivision or an agency or instrumentality
thereof.

     "Pledged Bond Loan" shall have the meaning assigned to that term in Section
2.01(c) hereof.

     "Pledged  Bonds"  means  Bonds held by the Bank or the  Trustee  which were
purchased  with moneys drawn under the Letter of Credit for which  reimbursement
has not been received by the Bank during the period that such Bonds are so held.

     "Premises"   means  the  real  estate   described  in  Exhibit  A  to  this
Reimbursement Agreement and all improvements now or hereafter located thereon.

     "Prime Rate" means the rate per annum in effect from time to time as set by
the Bank and  called  its Prime  Rate,  which is not  intended  to be the Bank's
lowest or most favorable rate of interest at any one time. The effective date of
any  change in the Prime Rate  shall for  purposes  hereof be the date the Prime
Rate is changed by the Bank and the Bank shall not be  obligated  to give notice
of any such change.

<PAGE>

     "Project" shall have the meaning assigned to that term in the first recital
paragraph hereof.

     "Project Fund" means the  Acquisition and  Construction  Fund created under
Section 6.1 of the Indenture.

     "Project  Loan" means the loan of the Bond  Proceeds from the Issuer to the
Borrower  pursuant to the Loan  Agreement  and the Note to pay or reimburse  the
Costs of the Project.

     "Purchase Price" means the purchase price of Series 2004 Bonds tendered for
purchase pursuant to Section 4.1 or 4.2 of the Indenture.

     "Reimbursement  Agreement"  means this  Letter of Credit and  Reimbursement
Agreement.

     "Related  Documents" means the Letter of Credit, the Series 2004 Bonds, the
Indenture,  the Loan Agreement,  the Note, the Bond Purchase Agreement,  the Tax
Agreement, the Mortgage, the Indemnity Agreement, the Title Policy and any other
agreement or instrument  now or hereafter  entered into relating  thereto and to
the transactions  contemplated  thereby and to which the Borrower is a party, or
which secures the  obligations  of the Borrower  hereunder.  "Related  Mortgage"
means,  collectively,  (i) that  certain  Mortgage  dated  as of June  10,  1986
executed by the  Borrower in favor of the Bank and  recorded on June 11, 1986 as
Document  No.  86236291 in the Office of the  Recorder of Deeds of Cook  County,
Illinois covering the Related Premises and (ii) that certain Assignment of Rents
and Leases dated as of June 10,  1986,  executed by the Borrower in favor of the
Bank, and recorded on June 11, 1986 as Document No.  86236292 in the Recorder of
Deeds of Cook County,  Illinois covering the Related  Premises,  in each case as
heretofore or hereafter amended,  supplemented modified or restated from time to
time.

     "Related Persons" means with respect to any person, the spouse, parents and
descendants  (whether by birth or adoption) of such person and their  respective
spouses, and the trustee of any trust of which the sole beneficiaries are one or
more of such  person  or his or her  spouse,  parent  or  descendants,  or their
respective spouses.

     "Related Premises" means the real property and improvements thereto located
at 500 S. State Street, Chicago Heights,  Illinois, and legally described in the
Related Mortgage.

     "Remarketing  Agent" means LaSalle Capital Markets,  A Division of ABN AMRO
Financial Services, Inc., or any successor thereto.

     "Series  2004  Bonds" has the  meaning  assigned  to that term in the first
recital paragraph hereof.

     "Stated  Amount"  means the face  amount of the Letter of Credit  being the
maximum  amount that the Bank will be  required to pay out  pursuant to draws on
the Letter of Credit after all reinstatements.

<PAGE>

     "Subordinated   Debt"  means  all   Indebtedness  of  a  Borrower  and  its
subsidiaries,  if any for borrowed money which shall have been  subordinated  to
the prior payment in full of the principal of and premium,  if any, and interest
on all Indebtedness of a Borrower and its  Subsidiaries,  if any, to the Bank by
the execution and delivery by the subordinated  lender, prior to the creation of
such  Indebtedness,  of  agreements  of  subordination  in  form  and  substance
sufficient to effect such subordination.

     "Subsidiary"  of any Person  means a legal  entity the equity  interest  in
which having  ordinary  voting power  (other than equity  interests  having such
power only by reason of the happening of a  contingency)  to elect a majority of
the  directors,  managers  or other  governors  of such legal  entity are owned,
directly or indirectly, by such Person.

     "Tax Agreement" means the Tax Exemption Certificate and Agreement dated the
date of issuance of the Bonds,  by and among the Issuer,  the  Borrower  and the
Trustee.

     "Termination  Date"  means the  earliest of the date on which the Letter of
Credit is no longer in effect pursuant to its terms.

     "Title Policy" means the mortgagee title insurance policy to be issued by a
title insurance company,  acceptable to the Bank, in favor of the Bank, covering
the Premises.

     "Trustee" shall have the meaning assigned to that term in the first recital
paragraph hereof.

     "Underwriter"  shall mean LaSalle Capital  Markets,  A Division of ABN AMRO
Financial Services, Inc., or any successor thereto.

     "Uniform Commercial Code" means the Uniform Commercial Code of the State of
Illinois as in effect from time to time.

     "Unmatured  Event of Default" means any event which,  with lapse of time or
notice or lapse of time and notice,  will  constitute  an Event of Default if it
continues uncured.

     "Usage  Interest"  shall  have the  meaning  set forth in  Section  2.01(c)
hereof.

     Section  1.02  Interpretation.  For  all  purposes  of  this  Reimbursement
Agreement,  except  as  otherwise  expressly  provided  or  unless  the  context
otherwise  requires,  this Agreement shall be interpreted in accordance with the
following provisions:

          (i) All  references  in this  Reimbursement  Agreement  to  designated
     "Articles,"  "Sections"  and  other  subdivisions  are  to  the  designated
     Articles,  Sections and other  subdivisions  of this  Indenture.  The words
     "herein,"  "hereof," "hereto," "hereby," and "hereunder" and other words of
     similar import refer to this Agreement as a whole and not to any particular
     Article, Section or other subdivision.

          (ii) The terms  defined in this Article have the meanings  assigned to
     them in this Article, and include the plural as well as the singular.

<PAGE>

          (iii) All accounting  terms not  specifically  defined herein shall be
     construed in  accordance  with GAAP and all  applicable  Statements  of the
     Financial  Accounting  Standards Board ("FASB Statements")  consistent with
     those  applied in the  preparation  of the  financial  statements  required
     hereunder,  and  all  financial  information  submitted  pursuant  to  this
     Agreement  shall be prepared in accordance  with such  principles  and FASB
     Statements.

          (iv) Any references in this Reimbursement  Agreement to an entity as a
     corporation  and  such  terms  as  "corporate   action,"   "certificate  of
     incorporation,"   "corporate  power,"  "corporate   authority,"  "corporate
     officers," "board of directors," "shareholders" and other terms specific to
     a corporate  entity  shall be  conformed  as  necessary so as to refer to a
     limited  liability  company,  if the entity to which reference is made is a
     limited  liability  company.  Accordingly,  by way of  example  and  not of
     limitation,  "certificate  of  incorporation"  shall  refer to an  entity's
     "articles of  organization"  as filed with and approved by the governmental
     agency,  office or bureau having  jurisdiction;  "board of directors" shall
     refer to either the entity's  "managers" or to its "members,"  whichever of
     them is responsible for the management of the entity;  "corporate officers"
     shall refer to the entity's  "managers";  and  "bylaws"  shall refer to the
     entity's "operating agreement."

     Section 1.03 Other Definitional Provisions.  Whenever in this Reimbursement
Agreement reference is made to a written agreement or instrument, such reference
shall be deemed to mean such agreement or instrument as amended by any amendment
thereto.

                                   ARTICLE II
                REIMBURSEMENT, FEES AND OTHER PAYMENTS; SECURITY

     Section 2.01 Reimbursement and Other Payments.

     (a)  Subject to the  provisions  of  subsection  (g) of this  Section,  the
Borrower hereby agrees to reimburse the Bank (i) on each date that any amount is
drawn and paid under the Letter of Credit pursuant to any A Drawing,  B Drawing,
C Drawing or D Drawing a sum equal to such  amount so drawn  under the Letter of
Credit, but only after the Bank has paid the related drawing under the Letter of
Credit;  (ii) on  demand,  any  and all  reasonable  out-of-pocket  charges  and
expenses  which the Bank may pay or incur  relative  to the Letter of Credit and
this  Reimbursement  Agreement;  and  (iii) on  demand,  any and all  reasonable
expenses  and fees  incurred  by the Bank in  enforcing  any  rights  under this
Reimbursement  Agreement.  The Bank  acknowledges  and  agrees  that the  Bank's
payments on the Letter of Credit pursuant to any A Drawing, B Drawing, C Drawing
or D Drawing may only be made with its own funds.

     (b) The Borrower agrees to deposit into its depository  account  maintained
with the Bank (the "Sinking Fund"), (i) not later than 10:00 a.m. (Chicago time)
on the  Business  Day of each Weekly Rate  Interest  Payment  Date or Fixed Rate
Interest Payment Date, as applicable, a sum equal to the amount to be drawn upon
the Letter of Credit on such Weekly  Rate  Interest  Payment  Date or Fixed Rate
Interest Payment Date, as applicable,  in respect of interest on the Series 2004
Bonds, as  reimbursement  to the Bank for the amount which the Bank is obligated
to reimburse the Bank pursuant to such drawing under the Letter of Credit,  (ii)
not later than 10:00 a.m.  (Chicago  time) on the  Business Day that is not less
than five (5) days  prior to the date that any  principal  payment on the Series
2004  Bonds  becomes  due  whether  at  maturity,  by  acceleration,  notice  of
prepayment, or otherwise, a sum equal to the amount to be drawn under the Letter
of Credit on such principal  payment date, as  reimbursement to the Bank for the
amount which the Bank is obligated  to pay to reimburse  the Bank in  connection
with such drawing under the Letter of Credit and (iii) not later than 10:00 a.m.
(Chicago  time) on each  October 1,  January  1, April 1 and July 1,  commencing
October 1, 2004, a sum equal to  $25,000.00,  to be retained in the Sinking Fund
as  reimbursement  for the  amounts to be paid on the  Series  2004 Bonds at the
redemption  thereof,  as set forth on the Prepayment Schedule attached hereto as
Exhibit  B (the  "Prepayment  Schedule"),  such  amounts  to be  applied  to the
redemption  of  Series  2004  Bonds on the  dates  set  forth on the  Prepayment
Schedule.  The Borrower hereby  authorizes and directs the Bank to be reimbursed
from the  Sinking  Fund and any other  funds  and  accounts  available  for such
purpose  following  any  payment  by the Bank under the Letter of Credit for the
amount due and payable to the Bank  pursuant to Section  2.01(a).  If the amount
deposited by the  Borrower  pursuant to  subsection  (i) is less than the amount
drawn upon the Letter of Credit on account of interest on a Weekly Rate Interest
Payment Date or Fixed Rate Interest  Payment Date, as  applicable,  the Borrower
shall deposit the amount of such deficiency on such Weekly Rate Interest Payment
Date or Fixed  Rate  Interest  Payment  Date,  as  applicable.  If the amount so
deposited by the Borrower  exceeds the amount drawn upon the Letter of Credit on
account  of  interest  on a Weekly  Rate  Interest  Payment  Date or Fixed  Rate
Interest  Payment Date, as applicable,  as notified by the Bank to the Borrower,
the amount of such excess  shall be retained  in the  Reimbursement  Account and
credited against the amount required to be deposited by the Borrower pursuant to
clause (i) with respect to the next succeeding Weekly Rate Interest Payment Date
or Fixed Rate  Interest  Payment  Date,  as  applicable.  In no event  shall the
failure  of the Bank to  notify  the  Borrower  of a  deficiency  in the  amount
deposited by the Borrower relieve the Borrower of liability therefor.  Moneys in
the Sinking Fund shall not be used to satisfy the Bank's  obligations  under the
Letter of Credit.

<PAGE>

     (c) Except as otherwise  provided herein,  upon receipt of Pledged Bonds by
the Remarketing  Agent and failure of the Borrower to reimburse the Bank for the
amount of any A Drawing or D Drawing  with respect to such  Pledged  Bonds,  the
Bank shall loan to the  Borrower an amount  equal to the  outstanding  principal
amount of the Pledged  Bonds so  delivered  plus accrued  interest,  if any, due
thereon (the  "Pledged  Bond  Loan").  The Bank shall not be obligated to make a
Pledged  Bond Loan to the Borrower if on the date on which the Pledged Bond Loan
is to be made an Event of Default has occurred and is  continuing.  The Borrower
hereby  agrees that the Bank shall apply the proceeds from the Pledged Bond Loan
to  reimburse  the Bank for the amount of any A Drawing or D Drawing paid by the
Bank. Any such reimbursed amount shall reduce the amount due under paragraph (a)
of this Section by such amount.  The Borrower agrees to pay to the Bank interest
("Usage  Interest")  at the Default  Rate for each day the Borrower has borrowed
money  outstanding  pursuant to this  paragraph  (c),  calculated as provided in
Section  2.05.  The  principal  amount of any Pledged Bond Loan made by the Bank
pursuant to this paragraph shall be repaid by the Borrower on the earlier of (i)
demand or (ii) the remarketing of the Pledged Bonds by the Remarketing  Agent to
the extent of the proceeds of such remarketing.  Usage Interest shall be payable
by the Borrower on the earlier of (y) the first Business Day of each month after
the making of the  Pledged  Bond Loan  pursuant  to this  paragraph,  or (z) the
repayment of the Pledged Bond Loan and the release of any Pledged Bonds from the
lien  created by  Section  2.03  hereof.  The  Borrower  may pay to the Bank the
outstanding amount of any Pledged Bond Loan made hereunder, in whole or in part,
at any time, without premium or penalty.

<PAGE>

     (d) If (i) the Borrower shall pay or prepay to the Bank all or a portion of
the  principal  amount of the Pledged Bond Loan,  together  with all accrued and
unpaid Usage Interest in respect  thereof,  or (ii) the Remarketing  Agent shall
arrange a  remarketing  of any or all of the Pledged  Bonds and the  proceeds of
such  remarketing  shall be paid to the Bank,  and the Borrower shall pay to the
Bank all accrued and unpaid Usage Interest,  the Bank agrees to release from the
lien of the pledge of  Pledged  Bonds in  Section  2.03  hereof and to cause the
Remarketing Agent to deliver to or upon the order of the Borrower,  in the event
of a payment or prepayment  pursuant to clause (i) above, or to the purchaser(s)
of the Series  2004  Bonds,  in the event of  payments  pursuant  to clause (ii)
above, as appropriate, on the date of such payment, Pledged Bonds in a principal
amount equal to the amount of the principal  payment or the principal  amount of
the Pledged Bonds so  remarketed  and the Letter of Credit will be reinstated in
an amount equal to the portion of the Purchase Price  corresponding to principal
plus the portion of the Purchase  Price  corresponding  to interest  (unless the
Letter of Credit has been previously reinstated with respect to such interest).

     (e) The Trustee is authorized  to make drawings  under the Letter of Credit
in accordance  with the terms thereof.  The Borrower  hereby directs the Bank to
make payments  under the Letter of Credit in the manner  therein  provided.  The
Borrower hereby irrevocably approves reductions and reinstatements of the Letter
of Credit as provided therein.

     (f) The Borrower  agrees to pay to the Bank, on the date of each draw under
the Letter of Credit, a draw  administration  fee in the amount of $200 plus the
Bank's  out-of-pocket  expenses,  including a $30.00 wire transfer fee and $2.75
postage.

     (g) The  Borrower  agrees to pay to the Bank a Letter  of  Credit  fee (the
"Letter of Credit Fee") equal to one percent (1%) per annum of the Stated Amount
of the Letter of Credit  (based upon a 30-day month and  calculated  as provided
below).  The Letter of Credit Fee is payable in advance on the Date of  Issuance
for the period  beginning on the Date of Issuance and ending on August 26, 2005,
and is  payable  annually  in advance on each  August 26  thereafter,  while the
Letter of Credit remains outstanding (calculated on each such day based upon the
face amount of the Letter of Credit on such day without  regard to any reduction
which is subject to  reinstatement  whether or not such  reinstatement  actually
occurs). The Letter of Credit Fee shall be prorated for any partial month.

     (h) If any change in any law or  regulation  (except  changes in any law or
regulation  which on the Date of Issuance  have been  approved  by all  persons,
bodies and  agencies  required  to approve  such  changes  but which do not take
effect until after the Date of Issuance) or in the interpretation thereof by any
court  or   administrative   or   governmental   authority   charged   with  the
administration  thereof shall either (i) impose,  modify or deem  applicable any
reserve, special deposit or similar requirement against letters of credit issued
by, or on assets  held by, or deposits in or for the account of the Bank or (ii)
impose on the Bank any other condition regarding this Reimbursement Agreement or
the Letter of Credit,  and the result of any event  referred to in clause (i) or
(ii) above shall be to increase  the cost to the Bank of issuing or  maintaining
the Letter of Credit  (which  increase in cost shall be the result of the Bank's
reasonable  allocation of the aggregate of such cost  increases  resulting  from
such events),  then, upon demand by the Bank, the Borrower shall immediately pay
to the  Bank,  as  appropriate,  from  time to time as  specified  by the  Bank,
additional  amounts which shall be  sufficient  to compensate  the Bank for such
increased cost,  together with interest on each such amount which interest shall
commence to accrue five (5) days after the date payment is demanded as hereafter
provided  in this  Section.  A  certificate  executed  by an officer of the Bank
knowledgeable  in such matters as to the identity of such law or  regulation  or
source of such  changed  interpretation  and the amount of such  increased  cost
incurred  by the Bank as a result of any event  described  in clause (i) or (ii)
above,  submitted  by the  Bank to the  Borrower,  shall  constitute  conclusive
evidence as to the amount thereof and the Bank's demand therefor.

<PAGE>

     (i) All payments  required to be made by the Borrower to the Bank hereunder
shall  be made in  lawful  currency  of the  United  States  and in  immediately
available funds at the office of the Bank, the address for which is set forth in
Section 9.02 not later than 1:30 p.m. (Chicago time) on the date when due. Until
the  Bank  directs  otherwise  in  writing  as a result  of an Event of  Default
hereunder all payments which the Borrower is required to be made hereunder shall
be made by direct payment or by  appropriate  debits to the Sinking Fund Account
maintained  by the Borrower with the Bank being hereby  expressly  authorized to
effect  such  debits for this  purpose.  Any payment due on a day which is not a
Business Day shall be due and payable on the next succeeding Business Day.

     (j) The  Borrower  shall pay a transfer fee to the Bank as described in the
most recent published fee schedule  provided by the Bank to the Borrower,  which
transfer fee shall be paid on any date that the Letter of Credit is  transferred
by the Trustee or any  subsequent  named  beneficiary of the Letter of Credit to
another beneficiary.

     Section 2.02  Security.  In addition to the security  provisions of Section
2.03 below,  the Obligations  are secured by (i) the Mortgage,  (ii) the Related
Mortgage and (iii) the terms and provision of the Loan and Security Agreement.

     Section   2.03    Pledged    Bonds;    Borrower's    Series   2004   Bonds.
                       ---------------------------------------------------------

     (a) As security  for the  Obligations,  the  Borrower  does hereby  pledge,
assign,  hypothecate,  transfer and deliver to the Bank or to the Trustee as the
agent of the Bank (i) all the Borrower's right, title and interest in and to the
Pledged Bonds and (ii) the Borrower's right to receive such Pledged Bonds as the
same may from time to time be delivered to the Trustee by the registered  owners
thereof.  As security for the  Obligations,  the Borrower  further grants to the
Bank a first lien on, and a first priority  security interest in, the Borrower's
right,  title and interest in and to the Pledged Bonds and the Borrower's  right
to receive such Pledged Bonds,  the interest  thereon and all proceeds  thereof.
For  purposes  of the  foregoing,  this  Agreement  shall be  deemed a  security
agreement under the Illinois  Uniform  Commercial Code. If the Bank, in its sole
discretion, deems it necessary, then the Borrower shall execute and deliver, and
if requested by the Bank, shall use its best efforts to cause the Trustee or, in
the event the Series 2004 Bonds are registered under a global book entry system,
the securities  depository for the Series 2004 Bonds, as applicable,  to execute
and  deliver,  such pledge  agreements  and  financing  statements  (in form and
substance  satisfactory  to the  Bank,  and  including  such  actions  as may be
necessary to perfect a security interest in the Pledged Bonds if the Series 2004
Bonds are  registered  under a global book entry system) as the Bank may require
in  order  to  accomplish  the  purposes  of this  paragraph  (a).  Prior  to or
simultaneously with the remarketing of Pledged Bonds, the Borrower shall pay, or
cause the Trustee on behalf of the Borrower to pay, the amounts then outstanding
hereunder  with respect to all drawings  honored by the Bank under the Letter of
Credit,  in payment of the purchase price of the Pledged Bonds,  in the order in
which such  drawings were made, by paying to the Bank an amount equal to the sum
of (i) the aggregate  principal  amount of the Pledged Bonds being resold,  plus
(ii) any  interest  due and owing to the Bank  pursuant to Section  2.05 of this
Agreement.  Upon payment to the Bank of such amount,  the Bank shall  release or
cause the Trustee or, in the event the Series 2004 Bonds are registered  under a
global book entry system,  the securities  depository to release from the pledge
and security  interest  created by this Agreement a principal  amount of Pledged
Bonds corresponding to the amount of such payment.

<PAGE>

     (b) As security  for the  Obligations,  the  Borrower  does hereby  pledge,
assign, hypothecate,  transfer and deliver to the Bank all the Borrower's right,
title and interest in and to any Series 2004 Bonds owned  directly or indirectly
by the Borrower. As security for the Obligations, the Borrower further grants to
the  Bank a first  lien on,  and a first  priority  security  interest  in,  the
Borrower's  right,  title and  interest in and to any such Series 2004 Bonds and
the Borrower's right to receive such Series 2004 Bonds, the interest thereon and
all proceeds  thereof.  For purposes of the foregoing,  this Agreement  shall be
deemed a security  agreement under the Illinois Uniform  Commercial Code. If the
Bank,  in its sole  discretion,  deems it  necessary,  then the  Borrower  shall
execute and deliver, and in the event the Series 2004 Bonds are registered under
a global book entry system, if requested by the Bank, shall use its best efforts
to cause the  securities  depository  for the Series 2004 Bonds,  to execute and
deliver,  such pledge agreements and financing statements (in form and substance
satisfactory  to the Bank and  including  such  actions as may be  necessary  to
perfect a security interest in the Borrower's Series 2004 Bonds) as the Bank may
require in order to accomplish the purposes of this paragraph (b).

     (c)  The  Borrower  represents  and  warrants  that  (i)  its is and at all
relevant  times  will be duly  authorized  and  qualified  to make the grant and
pledge  provided  for in this  Section  2.03,  (ii) that the pledge will be of a
first priority and that the Series 2004 Bonds pledged hereunder will be free and
clear of the  claims of any  Persons  other  than the Bank,  (iii)  that it will
defend the Bank's right,  title and security interest in and to such Series 2004
Bonds  against  the claims and  demands of all Persons and (iv) that it will not
dispose of or create any lien on or security  interest in such Series 2004 Bonds
other than that in favor of the Bank under this Agreement.

     Section  2.04  Substitute  Letter of Credit.  The  Borrower may at any time
elect to deliver to the Trustee an  Alternate  Credit  Facility (as such term is
defined in the Indenture), provided (a) the Borrower has complied with the terms
of the Indenture regarding the substitution of an Alternate Credit Facility, (b)
the Borrower has discharged,  in full, prior to or  contemporaneously  with such
delivery,  all amounts  then owing to the Bank which are secured by the Mortgage
and the Other Agreements (including, without limitation, the Obligations and the
amount drawn upon the Letter of Credit in connection  with any mandatory  tender
of Series 2004 Bonds upon such substitution), and (c) the Borrower has delivered
or caused to be delivered an indemnity and/or other undertaking of the Borrower,
in form and substance  acceptable  to the Bank, as the Bank may deem  reasonably
necessary to hold the Bank harmless from any liability,  cost,  expense or other
charge under the Letter of Credit or otherwise resulting from such substitution,
including,  but not  limited  to,  any  drawdown  under the  Letter  of  Credit;
provided,  however,  the Borrower shall not be permitted to deliver an Alternate
Credit  Facility if at such time any obligations and liabilities of the Borrower
to Bank under the Other Agreements shall be outstanding.

     Section 2.05 Late  Payments.  If the principal  amount of any Obligation is
not paid when due, such  Obligation  shall bear interest until paid in full at a
rate per  annum  equal to the Prime  Rate from time to time in effect  plus 1/2%
(the "Default Rate"),  payable on demand,  for the period from and including the
date on which  payment is due or declared due to, but not  including the date on
which  payment  is made.  Interest  shall  be  computed  on the  basis of a year
consisting of 360 days for the actual number of days elapsed.

<PAGE>

     Section 2.06  Computation of Interest and Fees. All  computations  of Usage
Interest,  Default Rate and fees payable by the  Borrower  under this  Agreement
shall be made on the basis of a 360-day year and actual days  elapsed.  Interest
shall  accrue  during each period  during  which  interest is computed  from and
including the first day thereof to but excluding the last day thereof.

                                  ARTICLE III
                   AGREEMENT OF THE BANK; CONDITIONS PRECEDENT
                      TO ISSUANCE OF THE LETTER OF CREDIT;
                          DISBURSEMENT OF BOND PROCEEDS

     Section 3.01 Agreement of the Bank.  Subject to the terms and conditions of
this Reimbursement Agreement, the Bank agrees to issue the Letter of Credit.

     Section  3.02  Conditions  Precedent  to  Issuance of the Letter of Credit.
                    ------------------------------------------------------------

     (a) The Bank shall have  received  on or before  the Date of  Issuance  the
following, in form and substance satisfactory to the Bank and its counsel:

          (i) originally  executed copies of this Reimbursement  Agreement,  the
     Mortgage and the Related Documents;

          (ii) an  originally  executed copy of an amendment to each of the Loan
     and Security Agreement, the Related Mortgage and the CFC 1996 Reimbursement
     Agreement,  in each case in form and substance  acceptable to the Bank, and
     all  documents,  agreements,  instruments,   certificates  or  other  items
     required to be delivered to the Bank in connection therewith;

          (iii) the  approving  opinion of Chapman and Cutler LLP, bond counsel,
     dated as of the Date of  Issuance  either  addressed  to the Bank or with a
     reliance letter addressed to the Bank;

          (iv) the written  supplemental opinion of Chapman and Cutler LLP, bond
     counsel, dated as of the Date of Issuance and addressed to the Underwriter;

          (v) the written opinion of Pugh, Jones,  Johnson & Quandt,  counsel to
     the Issuer, dated as of the Date of Issuance and addressed to the Bank;

          (vi) the  written  opinion  of Bell Boyd & Lloyd  LLC,  counsel to the
     Borrower, dated as of the Date of Issuance and addressed to the Bank;

          (vii) copies of the Certificate of  Incorporation  of the Borrower and
     all amendments thereto, certified by the Secretary of State of Delaware, as
     appropriate, not earlier than ten (10) days prior to the Date of Issuance;

          (viii)  a  copy  of  the  Bylaws  of the  Borrower,  certified  by its
     Secretary;

<PAGE>

          (ix) a good  standing  certificate  with  respect to the Borrower as a
     domestic  corporation,  issued not earlier  than ten (10) days prior to the
     Date of Issuance by the Secretary of State of Delaware;

          (x) copies of  resolutions  of the Board of Directors of the Borrower,
     authorizing  or ratifying the execution,  delivery and  performance of this
     Reimbursement  Agreement,  the Related Documents to which the Borrower is a
     party and the amendments to the Other Agreements  referred to in subsection
     (ii) above,  and any other  documents  provided for herein or therein to be
     executed  by  the  Borrower,   which  copies  shall  be  accompanied  by  a
     certificate of the Secretary of the Borrower  stating that such resolutions
     are in full force and effect as of the Date of Issuance;

          (xi) a  certificate  of the Secretary of the Borrower  certifying  the
     names of the officers authorized to sign this Reimbursement  Agreement, the
     Related  Documents to which the Borrower is a party and the  amendments  to
     the Other Agreements  referred to in Section  3.02(a)(ii)  above,  together
     with a specimen of the true signature of each such officer;

          (xii) true and correct copies of all approvals of Governmental Bodies,
     if any,  necessary  for the  Borrower to  execute,  deliver and perform the
     Related Documents to which it is a party, to place Liens on its property as
     described  therein and to authorize  the Borrower to obtain the issuance of
     the Letter of Credit;

          (xiii) certified  copies of documents  evidencing all necessary action
     taken by the Issuer to authorize  the execution and delivery of the Related
     Documents to which it is a party;

          (xiv)  an  ALTA  preliminary  report  prepared  by the  title  company
     covering the Premises,  showing all  exceptions  to title,  together with a
     commitment  satisfactory  to the Bank that the title company is prepared to
     issue a title  policy,  effective as of the Date of Issuance,  insuring the
     Mortgage as a first  priority  lien on the  Premises  subject only to those
     exceptions   permitted  by  the  Mortgage   and   containing   endorsements
     satisfactory to the Bank;

          (xv) an ALTA survey of the Project; and

          (xvi) such other documents, instruments,  approvals (and, if requested
     by the Bank,  certified  duplicates of executed copies thereof) or opinions
     as the Bank may reasonably request.

     (b) The  following  statements  shall  be true and  correct  on the Date of
Issuance  and the Bank  shall  have  received  a  certificate  signed  by a duly
authorized  officer  or  manager of the  Borrower,  dated the Date of  Issuance,
stating that:

          (i) the  representations  and warranties  contained in Section 5.01 of
     this Reimbursement  Agreement are correct on and as of the Date of Issuance
     as though made on and as of such date;

<PAGE>

          (ii) no Event of Default or  Unmatured  Event of Default has  occurred
     and is  continuing,  or would result from the execution and delivery of the
     Related Documents or the issuance of the Letter of Credit; and

          (iii) each of the other  Related  Documents to which it is a party and
     each of the Other Agreements referred to in Section 3.02(a)(ii) above is in
     full force and effect.

                                   ARTICLE IV
                              OBLIGATIONS ABSOLUTE

     Section 4.01  Obligations of the Borrower.  The obligations of the Borrower
under  this  Reimbursement  Agreement  shall  be  absolute,   unconditional  and
irrevocable,  and shall be paid and performed  strictly in  accordance  with the
terms  of this  Reimbursement  Agreement  under  all  circumstances  whatsoever,
including, without limitation, the following circumstances:

     (a) any lack of validity or  enforceability of the Related Documents or the
Letter of Credit;

     (b) any amendment or waiver of or any consent or departure  from all or any
of the Related Documents;

     (c) the existence of any claim, set-off, defense or other rights which each
of the Borrower may have at any time against the Trustee, any beneficiary or any
transferee  of the Letter of Credit (or any  persons  or  entities  for whom the
Trustee,  any such beneficiary or any such transferee may be acting),  the Bank,
the  Issuer or any other  person or  entity,  whether  in  connection  with this
Reimbursement  Agreement,  the Related  Documents or any unrelated  transaction;
provided that,  nothing contained in this subsection shall preclude the Borrower
from  raising any such claims in a separate  action,  following  the  Borrower's
performance  of its  obligations  in  strict  accordance  with the terms of this
Reimbursement Agreement;

     (d) any demand, statement, or any other document presented under the Letter
of Credit  proving to be  forged,  fraudulent  or invalid in any  respect or any
statement therein being untrue or inaccurate in any respect whatsoever;

     (e) payment by the Bank under the Letter of Credit against  presentation of
a sight draft or certificate  which does not comply with the terms of the Letter
of  Credit,  provided  that  such  payment  shall  not  have  constituted  gross
negligence or willful misconduct of the Bank; and

     (f) any other circumstance or happening whatsoever,  whether or not similar
to any of the foregoing.

                                   ARTICLE V

                         REPRESENTATIONS AND WARRANTIES

     Section 5.01 Representations, Covenants and Warranties of the Borrower. The
Borrower represents, covenants and warrants as follows:

<PAGE>


     (a) It is an entity duly organized,  validly  existing and in good standing
under  the laws of the State of  Delaware;  it has the  lawful  power to own its
property and assets and to engage in the  business it  conducts,  and it is duly
qualified and in good standing as a foreign corporation in the State of Illinois
and in each other jurisdictions wherein the nature of the business transacted by
it or property  owned by it makes such  qualification  necessary;  the states in
which it is  qualified  to do business  are set forth on Schedule  5.01(a);  the
addresses  of all of its places of business  are set forth on Schedule  5.01(a);
and it has neither adopted an assumed name, changed its name, been the surviving
corporation  in a merger,  acquired  any  business,  nor changed  its  principal
executive office, except as set forth on Schedule 5.01(a).

     (b)  The  execution,  delivery  and  performance  by the  Borrower  of this
Reimbursement Agreement and the Related Documents to which it is a party are (i)
within the Borrower's  powers,  (ii) have been duly  authorized by all necessary
Borrower action, (iii) do not contravene (1) the Certificate of Incorporation or
Bylaws of the Borrower or (2) any law or contractual  restriction  binding on or
affecting the Borrower, and (iv) do not result in or require the creation of any
Lien  upon or with  respect  to any of its  properties  (other  than  the  Liens
contemplated by this Reimbursement Agreement and the Related Documents).

     (c) No  authorization,  approval  or other  action  by, and no notice to or
filing with, any  governmental  authority or regulatory body is required for the
due execution,  delivery and  performance by the Borrower of this  Reimbursement
Agreement and the Related Documents to which it is a party.

     (d) This Reimbursement Agreement and the Related Documents to which it is a
party  are  legal,  valid  and  binding  obligations  of the  Borrower,  and are
enforceable  against the Borrower in  accordance  with their  respective  terms,
except  as  such  enforceability  may  be  limited  by  bankruptcy,  insolvency,
reorganization,  moratorium  or other laws  relating  to or  limiting  creditors
rights or equitable principles generally.

     (e) There is no pending action or proceeding before any court, governmental
agency or arbitrator against or directly involving the Borrower and, to the best
of the  Borrower's  knowledge,  there  is no  threatened  action  or  proceeding
affecting  the  Borrower  or any of its assets  before  any court,  governmental
agency or arbitrator (i) which, in any case, may materially and adversely affect
the  financial  condition or  operations  of the  Borrower,  (ii) which seeks to
restrain or would otherwise have a material  adverse effect on the  transactions
contemplated  herein or (iii) which would affect the validity or  enforceability
of this Reimbursement Agreement or the Related Documents.

     (f) None of the assets of the  Borrower  are subject to any Lien except for
Permitted Encumbrances.

     (g) The  Borrower  is not an  "investment  company" or  "controlled"  by an
"investment  company" within the meaning of the Investment  Company Act of 1940,
as amended.

     (h) The  Borrower  has filed or caused to be filed all  federal,  state and
local tax reports and returns  which are required to be filed,  and have paid or
caused to be paid all taxes as shown on said  returns or which are due or on any
assessment  received  by it or any of them,  to the extent  that such taxes have
become due.

<PAGE>


     (i) Neither the  Borrower  nor any of its  Affiliates  is in default in the
payment or  performance of any of its  obligations or in the  performance of any
mortgage,   indenture,  lease,  contract  or  other  agreement,   instrument  or
undertaking  to which it is a party or by which it or any of its  assets  may be
bound,  which default would have a material and adverse  affect on the business,
operations, assets or condition, financial or otherwise, of the Borrower, either
individually  or taken as a whole.  No Event of  Default or  Unmatured  Event of
Default  hereunder has occurred and is  continuing.  Neither of the Borrower nor
any of its  Affiliates  is in default  under any  order,  award or decree of any
court, arbitrator,  or governmental authority binding upon or affecting it or by
which any of its  assets may be bound or  affected  which  default  would have a
material  adverse  effect on the  business,  operations,  assets  or  condition,
financial or otherwise,  of the Borrower or any Affiliates,  either individually
or taken as a whole, and no such order,  award or decree  adversely  affects the
ability of the Borrower to carry on its  business as currently  conducted or the
ability of the  Borrower to perform  its  obligations  under this  Reimbursement
Agreement and the Related Documents to which it is a party.

     (j) The  Borrower is not a party to any contract or agreement or subject to
any restriction which materially and adversely affects its business, property or
assets,  or  financial  condition.  The Borrower is not a party to, or otherwise
subject to any provision contained in, any instrument evidencing indebtedness of
the Borrower,  any agreement relating thereto or any other contract or agreement
(including its charter),  which restrict or otherwise limit the incurring of the
indebtedness to be represented by this  Reimbursement  Agreement and the Related
Documents.

     (k) The Borrower is in compliance  with all laws,  orders,  regulations and
ordinances of all federal,  foreign,  state and local  governmental  authorities
binding upon or affecting  the  business,  operation or assets of the  Borrower,
except for laws, orders, regulations and ordinances the violation of which would
not, in the  aggregate,  have a material and adverse  effect on such  Borrower's
financial condition, results of operations or business.

     (l)  There is no fact  known to the  Borrower  which  materially  adversely
affects or in the future may (so far as the Borrower can now foresee) materially
adversely affect the business,  property,  assets or financial  condition of the
Borrower which has not been set forth in this Reimbursement  Agreement or in the
other documents,  certificates and statements furnished to the Bank by on behalf
of the Borrower  prior to the date hereof in  connection  with the  transactions
contemplated hereby.

     (m) The  Borrower is not engaged  principally,  or as one of its  important
activities, in the business of extending credit for the purpose of purchasing or
carrying  margin  stock  (within  the  meaning of  Regulation  U of the Board of
Governors of the Federal Reserve  System),  and will not use the proceeds of any
loan hereunder so as to violate Regulation U as it may be amended or interpreted
from time to time by the Board of Governors of the Federal Reserve System.

     (n)  The  Borrower  hereby  incorporates  herein  and  makes  each  of  the
representations  and  warranties  contained  in the and the  Loan  and  Security
Agreement  and the  Related  Documents  to  which  it is a party  operative  and
applicable  for the  benefit of the Bank as if the same were set forth at length
herein as of the date hereof,  except to the extent any such  representations or
warranties relate expressly to an earlier date.


<PAGE>

     (o) The  representations  and  warranties  of the  Borrower  in the Related
Documents  and  Other  Documents  are true and  correct,  and the  Borrower  has
furnished  the Bank a true and correct  copy of all the Related  Documents as in
effect on the date hereof.

     (p) The Project does not violate any presently existing material Government
Regulation with respect  thereto,  and the use of the Project  complies with all
presently existing applicable ordinances,  regulations and restrictive covenants
affecting the Project,  and all  requirements of such use which can be satisfied
have been satisfied.

     (q) The Borrower has not received  notice of, and has no knowledge  of, (i)
any proceedings, whether actual, pending or threatened, for the taking under the
power of eminent domain or any similar power or right,  of all or any portion of
the Project; or (ii) any damage to or destruction of any portion of the Project;
or (iii) any zoning,  building, fire or health code violations in respect of the
Project which have not heretofore been corrected.

     (r) The Bank does not control, either directly or indirectly through one or
more  intermediaries,  the  Borrower.  The  Borrower  does not  control,  either
directly or indirectly through one or more  intermediaries,  the Bank. "Control"
for this  purpose has the meaning  given to such term in Section  2(a)(9) of the
Investment Company Act of 1940.

     Section  5.02  Survival.  The  foregoing  representations,   covenants  and
warranties  the Borrower shall be continuing and shall survive the execution and
delivery  of this  Reimbursement  Agreement  and the Related  Documents  and the
issuance of the Letter of Credit.

                                   ARTICLE VI
                              AFFIRMATIVE COVENANTS

     Section 6.01 Affirmative  Covenants of the Borrower.  Until the Termination
Date and thereafter  until no amount is due or owing to the Bank hereunder,  the
Borrower  shall comply with each of the covenants,  undertakings  and agreements
set forth in this Article VI unless the Bank shall otherwise consent in writing.

     Section 6.02 Loan and Security Agreement Covenants. From and after the date
hereof and so long as this Reimbursement  Agreement is in effect,  except to the
extent  compliance  in any case or cases is waived in writing  by the Bank,  the
Borrower  agrees that it will, for the benefit of the Bank,  comply with,  abide
by,  and be  restricted  by  all  the  agreements,  covenants,  obligations  and
undertakings contained in the Loan and Security Agreement,  inclusive, including
any amendments,  modifications  and waivers  thereof,  regardless of whether any
indebtedness is now or hereafter remains outstanding thereunder, or the Loan and
Security Agreement shall have terminated, all of which provisions, together with
the related  definitions,  exhibits and ancillary  provisions,  are incorporated
herein by reference, mutatis mutandis, and made a part hereof to the same extent
and with the same force and  effect as if the same had been  herein set forth in
their entirety,  and will be deemed to continue in effect for the benefit of the
Bank irrespective of whether the Loan and Security  Agreement remains in effect,
and in furtherance of the foregoing the Borrower hereby agrees that:

<PAGE>

          (i) the term "Borrower"  appearing in said  provisions  shall mean and
     refer to the Borrower hereunder;

          (ii) the term "Event of Default"  appearing in said  provisions  shall
     mean and refer to an Event of Default hereunder;

          (iii) the term  "Collateral"  appearing in said provisions  shall mean
     and refer to Collateral as defined in the Mortgage.

          (iv) the term "Agreement"  appearing in said provisions shall mean and
     refer to this Reimbursement Agreement; and

          (v) the term  "herein"  appearing  in said  provisions  shall mean and
     refer to this Reimbursement Agreement.

     Other than as hereinabove amended, any terms contained in the provisions of
the Loan and  Security  Agreement  incorporated  herein which are defined in the
Loan and Security  Agreement  shall have the same meaning  herein as in the Loan
and Security Agreement.

     Section 6.03 Conduct of Business. The Borrower shall maintain its existence
as a  corporation,  validly  existing and in good standing under the laws of the
State of  Delaware.  The  Borrower  shall  maintain in full force and effect all
licenses,  bonds,  franchises,  leases,  patents,  contracts  and  other  rights
necessary to the  profitable  conduct of its business,  and will comply with all
applicable  laws and  regulations  of any federal,  state or local  governmental
authority,  except for such laws and  regulations,  the violation of which would
not,  in the  aggregate,  have  a  material  adverse  effect  on the  Borrower's
financial condition, results of operations or business.

     Section 6.04  Maintenance  of Insurance.  The Borrower  shall  maintain all
insurance  required to be  maintained  under the Related  Documents,  and to the
extent not required by the Related  Documents,  shall  maintain  insurance  with
responsible and reputable insurance companies reasonably  acceptable to the Bank
covering such risks ordinarily  insured against by other owners or users of such
properties  in  similar  businesses  in an  amount,  with  respect  to  property
insurance,  at least  equal to the full  insurable  value of all its  properties
(less a  deductible  deemed  reasonable  by the  Bank)  so long as  commercially
available at reasonable cost under the circumstances.

     Section 6.05 Visitation Rights. At any time or times upon at least 24 hours
prior oral or written notice,  during  customary  business  hours,  the Borrower
shall permit the Bank or any agents or representatives thereof to visit the site
of the  Project  and other  properties  of the  Borrower,  inspect the books and
records of the Borrower and discuss the general business affairs of the Borrower
with its officers or employees.

     Section 6.06  Maintenance  of  Properties.  The Borrower shall maintain and
preserve all of its properties which are used or which are useful in the conduct
of its  business in good working  order and  condition,  ordinary  wear and tear
excepted,  except  properties  disposed of, used or exhausted by the Borrower in
the ordinary course of its business.


<PAGE>

     Section  6.07  Additional  Acts  Concerning  Security.  At the Bank's
request,  the Borrower shall, at its expense,  do all things necessary by way of
any  additional  filings to continue  and  maintain the Lien and priority of the
security  interests  granted  pursuant  to  this  Reimbursement  Agreement,  the
Mortgage and any of the other Related  Documents,  and Uniform  Commercial  Code
Financing Statements pertaining thereto.

     Section  6.08   Payment of  Indebtedness.  The Borrower  shall pay any
Indebtedness for which it is liable when due and shall not permit any default to
occur under any document evidencing or securing any such Indebtedness, provided,
however,  that  nothing  herein  contained  shall  prohibit  the  Borrower  from
contesting  any such  Indebtedness  in good faith if the Borrower  shall deposit
with the Bank an amount equal to the contested Indebtedness to be held in escrow
by the Bank for the benefit of the Borrower and the related  creditor until such
contest is resolved.

     Section 6.09   Performance of Obligations.  The Borrower shall observe
and perform its  obligations  under this  Reimbursement  Agreement,  the Related
Documents  and the other  agreements  relating to the  transaction  contemplated
hereby to which it is a party or by which it is bound  and  shall not  suffer or
permit any default or Event of Default to exist  hereunder  or  thereunder.  The
Borrower shall use commercially reasonable efforts to cause the other parties to
the Related Documents to deliver notices and documents  required to be delivered
to the Bank and cause such parties  (other than the Bank) to observe and perform
those obligations and covenants  contained in the Related Documents  required to
be observed and performed for the benefit of the Bank.

     Section  6.10  Reports and Notices of Certain  Events.  The  Borrower  will
furnish  to the Bank  promptly,  and in no event more than five  Business  Days,
after  learning  of the  occurrence  of any of  the  following,  written  notice
thereof,  describing the same and the steps, if any, being taken by the Borrower
with respect  thereto (i) the  occurrence  of an Event of Default or a Unmatured
Event of Default or (ii) the  institution of, or any adverse  determination  in,
any  litigation,  arbitration  proceeding  or  governmental  proceeding  that is
material to the transactions contemplated by this Reimbursement Agreement.

     Section 6.11 Completion of Project. The Borrower shall use the funds in the
Acquisition  and  Construction  Fund  for  the  acquisition,   construction  and
equipping  of the  Project,  and  Borrower  shall  insure  that Bank has a first
priority mortgage lien on the Project.  The Borrower shall obtain Bank's consent
to each request for a disbursement  from the Acquisition and  Construction  Fund
and shall  supply  Bank with  mechanic's  lien  waivers  and sworn  owner's  and
contractor's statements in connection therewith, in form acceptable to Bank.

                                  ARTICLE VII
                               NEGATIVE COVENANTS

     Section 7.01 Negative Covenants of the Borrower. Until the Termination Date
and  thereafter  until no  amount  is due or owing  to the Bank  hereunder,  the
Borrower shall comply with the covenants,  undertakings and agreements set forth
in this Article VII unless the Bank shall otherwise consent in writing.

<PAGE>

     Section 7.02 Amendment to Agreements.  The Borrower shall not enter into or
consent to any amendments or termination  of the Related  Documents  without the
written consent of the Bank, which shall not be unreasonably withheld.

     Section 7.03 Conflicting  Agreements.  The Borrower will not enter into any
agreement  containing  any  provision  that would be violated or breached in any
material  manner by the  performance  of the Borrower's  obligations  under this
Agreement  or any of the  Related  Documents  or under any other  instrument  or
document  delivered  or  to  be  delivered  by  the  Borrower  thereunder  or in
connection therewith.

     Section 7.04 Liens and Encumbrances.  The Borrower shall not create, incur,
assume or permit  or  suffer to exist any Lien on any of its  assets,  including
without  limitation,  the  Premises  and any other  property  which  secures the
Obligations  or any of them  under  this  Reimbursement  Agreement,  other  than
Permitted Encumbrances.

     Section 7.05  Transactions  with  Subsidiaries  and Affiliates.  The
Borrower shall not enter into any transaction including, without limitation, the
purchase,  sale or exchange of property or the  rendering  of any service to any
Subsidiary  or Affiliate  except in the  ordinary  course of and pursuant to the
reasonable  requirements of the Borrower's business and upon fair and reasonable
terms no less  favorable to the Borrower than would obtain in a comparable  arms
length transaction with an unaffiliated Person.

     Section 7.06 Arbitrage.  The Borrower shall not make any use nor permit any
use to be made of the  proceeds  of any of the  Series  2004  Bonds or any other
funds  which  will cause any of the Series  2004 Bonds to be  "arbitrage  bonds"
subject to federal  income  taxation by reason of section 148(a) of the Code and
any applicable regulations promulgated thereunder.

     Section 7.07 Optional  Redemption of Bonds. The Borrower will not permit an
optional  redemption  or  purchase  of Series  2004  Bonds  except as  otherwise
provided herein;  provided however,  that if the Borrower has deposited with the
Bank or the Trustee an amount equal to the principal amount of Series 2004 Bonds
to be  redeemed  pursuant  to the  Indenture,  the Bank  shall  consent  to such
optional redemption to the extent of such amounts.

     Section 7.08  Purchase of Bonds,  Mandatory  Redemption.  The Borrower will
not, and will not permit any of its  Affiliates  to,  purchase any Bonds (or any
beneficial interest therein) other than with the proceeds of a drawing under the
Letter of Credit.  The  Borrower  will cause the  Trustee to redeem  Series 2004
Bonds in part once each year on the date set forth on the Prepayment Schedule in
a  principal  amount  corresponding  to the amount  set forth in the  Prepayment
Schedule for the corresponding year.

     Section 7.09  Conversion  of the Bonds.  The  Borrower  will not permit the
conversion  of the Series 2004 Bonds as provided  in the  Indenture  without the
consent of the Bank.

                                  ARTICLE VIII
                                EVENTS OF DEFAULT

     Section  8.01 Events of Default.  The  occurrence  of any of the  following
events shall be an "Event of Default" hereunder:

<PAGE>

     (a)  any   representation   or  warranty  made  by  the  Borrower  in  this
Reimbursement  Agreement or in any of the Related  Documents shall prove to have
been false or incorrect in any material respect when made; or

     (b) the Borrower shall fail to pay any amount payable to the Bank hereunder
when due; or

     (c) the  Borrower  shall fail to perform or observe  any term,  covenant or
agreement  contained in Section 6.02 or 6.08 (subject to applicable  cure period
under the Loan and Security Agreement),  Section 6.05, 6.07, 6.11 or Article VII
hereof; or

     (d) any provision  materially  affecting the validity of any  obligation of
either of the  Borrower  to make  payments  hereunder  shall at any time for any
reason cease to be valid and binding on or shall be declared to be null and void
without  the   necessity  of  election  by  the  Borrower  or  the  validity  or
enforceability of any material provision of this  Reimbursement  Agreement shall
be contested  by the  Borrower,  or the  Borrower  shall deny that it has any or
further liability, or obligation under this Reimbursement Agreement; or

     (e) (1) the  Borrower  shall  (i) make an  assignment  for the  benefit  of
creditors,  or (ii)  commence  any case,  proceeding  or other  action under any
existing or future law of any jurisdiction  relating to bankruptcy,  insolvency,
reorganization or relief of debtors,  seeking to have an order of relief entered
with respect to it, or seeking to  adjudicate  it as bankrupt or  insolvent,  or
seeking  reorganization,  arrangement,  adjustment,  composition or other relief
with respect to it or its debts; or seeking appointment of a receiver,  trustee,
custodian or other similar official for it or for all or any substantial part of
its assets;  or (2) there shall be  commenced  against  the  Borrower  any case,
proceeding  or other action (i) such as described in (1) above,  or (ii) seeking
issuance of a warrant of  attachment,  execution,  distraint or similar  process
against all or any portion of either of such  Borrower's  assets,  and any order
granting any relief  sought in such case,  proceeding or action shall be entered
and continue  unstayed and in effect for a period of 90 consecutive  days or (3)
the Borrower  shall  generally not, or shall be unable to, pay its debts as they
become due; or

     (f) the  occurrence  of a default or an event of  default  under any of the
Related  Documents or any of the Other Agreements,  and the continuance  thereof
beyond any applicable grace or cure period; or

     (g) default in the due  observance  or  performance  by the Borrower of any
other term, covenant or agreement set forth in this Reimbursement Agreement, and
the  continuance  of such  default  for thirty  (30) days  after the  occurrence
thereof.

     Section 8.02  Remedies.  Upon the  occurrence of any Event of Default,  the
Bank may at its  election  (a)  deliver  notice of the Event of  Default  to the
Trustee or direct the  Trustee to  accelerate  the  maturity  of the Series 2004
Bonds  pursuant to Section 9.2 of the  Indenture,  (b)  terminate  the Letter of
Credit in accordance  with the terms  thereof,  (c) declare all amounts  payable
hereunder by the Borrower  (including,  without  limitation,  the amounts of any
Pledged  Bond  Loans)  to be  forthwith  due and  payable,  and the  same  shall
thereupon  become  immediately  due and  payable  without  demand,  presentment,
protest or further notice of any kind, all of which are hereby  expressly waived
and/or (d)  proceed  to enforce  all other  remedies  available  to it under the
Mortgage or any of the other Related  Documents or Other Agreements or any other
document  from time to time  delivered  as security for the  obligations  of the
Borrower hereunder, and under applicable law or in equity.

<PAGE>

     Section 8.03 No Waiver; Remedies Cumulative.  No remedy herein conferred or
reserved is intended to be exclusive of any other available  remedy or remedies,
but each and every such  remedy  shall be  cumulative  with each and every other
remedy given under this Reimbursement  Agreement,  any other Related Document or
any  Other  Agreement,  now or  hereafter  existing  at law or in  equity  or by
statute.  No delay or  omission in the  exercise of any right or power  accruing
upon any default,  omission or failure of performance hereunder shall impair any
such right or power or shall be construed to be a waiver  thereof,  but any such
right or power may be exercised  from time to time and as often as may be deemed
expedient.  In  order  to  exercise  any  remedy  reserved  to the  Bank in this
Reimbursement  Agreement,  it shall not be necessary  to give any notice,  other
than such notice as may be herein expressly required. In the event any provision
contained in this  Reimbursement  Agreement  should be breached by any party and
thereafter duly waived by the other party so empowered to act, such waiver shall
be limited to the  particular  breach so waived and shall not be deemed to waive
any other breach  hereunder.  No waiver,  amendment,  release or modification of
this Reimbursement  Agreement shall be established by conduct,  custom or course
of dealing,  but solely by an instrument in writing duly executed by the parties
hereunto duly authorized by this Reimbursement Agreement.

                                   ARTICLE IX
                                  MISCELLANEOUS

     Section 9.01  Amendments.  No amendment or waiver of any  provision of this
Reimbursement  Agreement nor consent to any departure by the Borrower  therefrom
shall in any event be effective,  unless the same shall be in writing and signed
by an officer of the Bank,  and then such waiver or consent  shall be  effective
only in the specific instance and for the specific purpose for which given.

     Section 9.02  Addresses for Notices.  All notices and other  communications
provided for hereunder shall be in writing and shall be given (i) by first class
or certified mail, postage prepaid; (ii) by facsimile transmission and confirmed
by the sender's  telephone  call to the recipient and by mailing or delivering a
copy as provided in clause (i),  clause  (iii) or clause (iv)  hereof;  (iii) by
hand delivery or (iv) by courier service  (including  overnight courier service)
notices shall be directed as follows:

         If to the Borrower:

                  CFC International, Inc.
                  500 State Street
                  Chicago Heights, Illinois 60411
                  Attention:        Dennis Lakomy
                  Telephone:        (708) 891-3546
                  Fax:              (708) 758-3976

<PAGE>
         With a copy to:

                  Holland & Knight LLC
                  131 South Dearborn Street, 30th Floor
                  Chicago, IL 60603
                  Attention:        Robert G. Newman
                  Telephone:        (312) 372-1121
                  Fax:              (312) 578-6666

                  If to the Bank:

                  LaSalle Bank National Association
                  135 South LaSalle Street
                  Chicago, Illinois 60603
                  Attention:        Michael Kohnen
                  Telephone:        (312) 904-9559
                  Fax:              (312) 904-8695

         With a copy to:

                  McGuireWoods LLP
                  77 West Wacker, Suite 4100
                  Chicago, Illinois  60601
                  Attention:        Donald A. Ensing, Esq.
                  Telephone:        (312) 849-8111
                  Fax:              (312) 849-8112

     Notice given as provided in clause (i) hereof shall be effective  five days
from the date of mailing.  Notice  given as  provided in clauses  (ii) and (iii)
hereof shall be  effective  on the day sent if sent by 4:00 p.m.  (local time at
Chicago,  Illinois)  on a Business Day and  otherwise  on the next  Business Day
following  the day of  sending.  Notice  given as provided in clause (iv) hereof
shall be effective on the Business Day following  the day of sending.  Any party
may be notice to the other parties  designate  additional or future addresses to
which notices and other communications may be sent or given.

     Section 9.03 Right of Set-off. The Bank shall have the right to immediately
and without notice, set-off against the Borrower's obligations to the Bank under
this  Reimbursement  Agreement  or  otherwise  any sum  owed by the  Bank in any
capacity to the Borrower.  The Bank shall be deemed to have exercised such right
of set-off and to have made a charge against any such sum  immediately  upon the
occurrence  of any Event of Default as defined  herein,  though the actual  book
entries may be made at times subsequent thereto.

     Section 9.04  Indemnification.  The Borrower  hereby  indemnifies and holds
harmless  the  Bank  from  and  against  any and all  claims,  damages,  losses,
liabilities,  reasonable  costs or expenses  whatsoever which the Bank may incur
(or which may be claimed against the Bank by any person or entity whatsoever) by
reason of or in  connection  with the  execution and delivery or transfer of, or
payment  or failure to pay  under,  the  Letter of  Credit;  provided,  that the
Borrower  shall not be required to indemnify  the Bank for any claims,  damages,
losses, liabilities, costs or expenses to the extent, but only to the extent the
foregoing is finally  determined  by the  non-appealable  judgment of a court of
competent  jurisdiction  to have been caused by the willful  misconduct or gross
negligence of the Bank.

<PAGE>

     Section  9.05  Continuing  Obligation.  This  Reimbursement  Agreement is a
continuing  obligation  and  shall  (a) be  binding  upon the  Borrower  and its
respective  successors  and  assigns,  and (b)  inure to the  benefit  of and be
enforceable by the Bank and its successors,  transferees and assigns;  provided,
that the Borrower may not assign all or any part of this Reimbursement Agreement
without the prior written consent of the Bank.

     Section  9.06  Transfer  of Letter of  Credit.  The Letter of Credit may be
transferred only in accordance with the provisions set forth therein.

     Section 9.07 Liability of the Bank.  The Borrower  assumes all risks of the
acts or omissions of the Trustee and any transferee of the Letter of Credit with
respect  to its use of the  Letter of  Credit.  Neither  the Bank nor any of its
officers or directors shall be liable or responsible  for: (a) the use which may
be made of the Letter of Credit or for any acts or  omissions of the Trustee and
any  transferee  in  connection  therewith;  (b) the  validity,  sufficiency  or
genuineness  of  documents,  or of any  endorsement(s)  thereon,  even  if  such
documents should in fact prove to be in any or all respects invalid,  fraudulent
or forged,  except to the extent any  invalidity  relates to the  execution of a
document by the Bank; (c) payment by the Bank against  presentation of documents
which  do not  comply  with the  Letter  of  Credit,  including  failure  of any
documents to bear any  reference or adequate  reference to the Letter of Credit;
or (d) any other  circumstances  whatsoever in making or failing to make payment
under the Letter of Credit,  except  only that the  Borrower  shall have a claim
against the Bank,  and the Bank shall be liable to the Borrower,  to the extent,
but only to the extent,  of any  direct,  as opposed to  consequential,  damages
suffered by the Borrower  which the  Borrower  proves to have been caused by (i)
the  Bank's  willful  misconduct  or gross  negligence  in  determining  whether
documents  presented  under the  Letter of Credit  comply  with the terms of the
Letter of Credit or (ii) the Bank's  willful  failure to pay under the Letter of
Credit after the presentation to it by the Trustee (or a successor trustee under
the  Indenture to whom the Letter of Credit has been  transferred  in accordance
with its terms) of a sight draft and  certificate  strictly  complying  with the
terms  and  conditions  of the  Letter  of  Credit.  In  furtherance  and not in
limitation of the foregoing,  the Bank may accept documents that appear on their
face  to  be  in  order,  without   responsibility  for  further  investigation,
regardless of any notice or information to the contrary.

     Section  9.08 Costs,  Expenses  and Taxes.  The  Borrower  agrees to pay on
demand all reasonable  out-of-pocket  costs and expenses in connection  with the
preparation,  execution,  delivery,  and  administration  of this  Reimbursement
Agreement and any other documents which may be delivered in connection with this
Reimbursement Agreement,  including, without limitation, the reasonable fees and
out-of-pocket expenses of counsel for the Bank with respect to advising the Bank
as to its rights and responsibilities under this Reimbursement Agreement and the
Related  Documents;  taxes,  insurance costs or expenses advanced by the Bank on
the Borrower's behalf in its sole discretion;  and all reasonable  out-of-pocket
costs  and  expenses,  if  any,  in  connection  with  the  enforcement  of this
Reimbursement  Agreement,  the Related  Documents and such other documents which
may be delivered in connection with this Reimbursement  Agreement.  In addition,
the  Borrower  shall pay any and all stamp and other  taxes and fees  payable or
determined to be payable in connection with the execution,  delivery, filing and
recording of this Reimbursement Agreement and such other documents, and agree to
save the Bank harmless from and against any and all liabilities  with respect to
or resulting from any delay in paying or omission to pay such taxes and fees.

<PAGE>

     Section  9.09   Participation.   The  Bank  may  enter  into  participation
agreements  with other banks providing for their  participation  in the payments
made by the Bank under the Letter of Credit. Such participation shall not affect
the Bank's  obligations under the Letter of Credit. The Borrower hereby consents
to such  participation.  The Borrower further agrees that to the extent that any
such  other bank so  participates,  the  Borrower  shall have in respect of such
other participating bank all the concomitant duties and obligations set forth in
this  Agreement  as if such duties and  obligations  ran  directly to such other
participating  bank had signed  this  Agreement,  save that all  payments by the
Borrower in respect of such duties and obligations  shall be made to the Bank so
long as no Event of Default  exists under this Agreement and if such an Event of
Default  exists,  such payments  shall be made to the Bank.  Such  participation
shall not expand the obligations of the Borrower beyond those which the Borrower
expressly assumes in the Loan Agreement and this Reimbursement Agreement.

     Section 9.10 Severability.  Any provision of this  Reimbursement  Agreement
unenforceable  or  not  authorized  in  any  jurisdiction   shall,  as  to  such
jurisdiction, be ineffective to the extent of such prohibition, unenforceability
or  non-authorization  without  invalidating the remaining  provisions hereof or
affecting  the  validity,  enforceability  or legality of such  provision in any
other jurisdiction.

     Section 9.11 Governing Law; Jury Trial Waiver;  Venue.  This  Reimbursement
Agreement  shall be governed by, and construed in accordance  with,  the laws of
the State of Illinois.

     THE BORROWER  HEREBY  IRREVOCABLY  WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY
ACTION OR PROCEEDING  (I) TO ENFORCE OR DEFEND ANY RIGHTS UNDER OR IN CONNECTION
WITH THIS  REIMBURSEMENT  AGREEMENT,  THE RELATED  DOCUMENTS  OR ANY  AMENDMENT,
INSTRUMENT,  DOCUMENT  OR  AGREEMENT  DELIVERED  OR WHICH  MAY IN THE  FUTURE BE
DELIVERED IN CONNECTION HEREWITH OR THEREWITH,  OR (II) ARISING FROM ANY DISPUTE
OR CONTROVERSY IN CONNECTION  WITH OR RELATED TO THIS  REIMBURSEMENT  AGREEMENT,
THE RELATED DOCUMENTS OR ANY SUCH AMENDMENT,  INSTRUMENT, DOCUMENT OR AGREEMENT,
AND AGREES THAT ANY SUCH ACTION OR  COUNTERCLAIM  SHALL BE TRIED  BEFORE A COURT
AND NOT BEFORE A JURY.  THE BORROWER  IRREVOCABLY  AGREES  THAT,  SUBJECT TO THE
BANK'S SOLE AND ABSOLUTE  ELECTION,  ANY ACTION OR PROCEEDING IN ANY WAY, MANNER
OR RESPECT ARISING OUT OF THIS REIMBURSEMENT AGREEMENT, THE RELATED DOCUMENTS OR
ANY AMENDMENT,  INSTRUMENT,  DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE
FUTURE BE DELIVERED IN  CONNECTION  HEREWITH OR  THEREWITH,  OR ARISING FROM ANY
DISPUTE  OR,  CONTROVERSY   ARISING  IN  CONNECTION  WITH  OR  RELATED  TO  THIS
REIMBURSEMENT   AGREEMENT,   THE  RELATED   DOCUMENTS  OR  ANY  SUCH  AMENDMENT,
INSTRUMENT,  DOCUMENT OR AGREEMENT  SHALL BE LITIGATED ONLY IN THE COURTS HAVING
SITES WITHIN THE CITY OF CHICAGO, ILLINOIS, AND THE BORROWER HEREBY CONSENTS AND
SUBMITS TO THE JURISDICTION OF ANY LOCAL,  STATE OR FEDERAL COURT LOCATED WITHIN
SUCH  CITY AND  STATE.  THE  BORROWER  HEREBY  WAIVES  ANY  RIGHT IT MAY HAVE TO
TRANSFER OR CHANGE THE VENUE OF ANY LITIGATION BROUGHT AGAINST IT BY THE BANK IN
ACCORDANCE WITH THIS SECTION.

<PAGE>

     Section 9.12 Headings. Section headings in this Reimbursement Agreement are
included  herein for  convenience  of reference  only and shall not constitute a
part of this Reimbursement Agreement for any other purpose.

     Section 9.13 Counterparts.  This Reimbursement Agreement may be executed in
counterparts,  each of which shall constitute an original but all taken together
to constitute one instrument.

     Section 9.14 Entire Agreement. This Reimbursement Agreement constitutes the
entire  understanding  of the parties with respect to the subject matter thereof
and any prior  agreements,  whether  written or oral,  with respect  thereto are
superseded hereby.

     Section 9.15 Terms of Other  Agreements Not Superseded.  Nothing  contained
herein  shall be deemed or  construed  to permit  any act or  omission  which is
prohibited by the terms of the Other  Agreements,  the covenants and  agreements
contained  herein being in addition to and not in substitution for the covenants
and agreements contained in the Other Agreements.

                            [SIGNATURE PAGE FOLLOWS]
<PAGE>




     IN WITNESS  WHEREOF,  the parties  hereto  have  caused this  Reimbursement
Agreement  to be duly  executed  and  delivered  by  their  respective  officers
hereunto duly authorized as of the date first above written.

                        CFC INTERNATIONAL, INC.


                        By:
                            ---------------------------------------------------
                            Name:  Roger F. Hruby
                            Title:    Chairman and
                                      Chief Executive Officer


                        LASALLE BANK NATIONAL ASSOCIATION



                        By:
                            ---------------------------------------------------
                            Name:  Michael Kohnen
                            Title:  Vice President





<PAGE>



                                    EXHIBIT A
                          Legal Description of Premises

Property Address:       385 Joe Orr Road, Chicago Heights, Cook County, Illinois

Permanent Index No.:    32-16-203-015-0000

THOSE PARTS OF THE SOUTHEAST 1/4 OF THE NORTHEAST 1/4 OF SECTION 16, TOWNSHIP 35
NORTH, RANGE 14, EAST OF THE THIRD PRINCIPAL MERIDIAN, DESCRIBED AS FOLLOWS:

BEGINNING AT A POINT IN THE EAST AND WEST  CENTERLINE OF SECTION 16, TOWNSHIP 35
NORTH,  RANGE  14,  EAST OF THE THIRD  PRINCIPAL  MERIDIAN,  IN CITY OF  CHICAGO
HEIGHTS, COOK COUNTY,  ILLINOIS, A DISTANCE OF 607.73 FEET WESTWARDLY,  MEASURED
ALONG SAID EAST AND WEST CENTER LINE FROM THE SOUTHEAST  CORNER OF THE NORTHEAST
1/4 OF SAID SECTION 16; THENCE  CONTINUING  WESTWARDLY  ALONG SAID EAST AND WEST
CENTER LINE, A DISTANCE OF 387.00 FEET;  THENCE  NORTHWARDLY  PARALLEL  WITH THE
EAST LINE OF SAID  SECTION  16, A DISTANCE  OF 553.30  FEET;  THENCE  EASTWARDLY
PARALLEL WITH SAID EAST AND WEST CENTER LINE, A DISTANCE OF 527.50 FEET;  THENCE
SOUTHWARDLY PARALLEL WITH THE EAST LINE OF SAID SECTION 16, A DISTANCE OF 230.30
FEET; THENCE WESTWARDLY PARALLEL WITH SAID EAST AND WEST CENTER LINE, A DISTANCE
OF 48.50 FEET;  THENCE  SOUTHWARDLY  PARALLEL WITH THE EAST LINE OF SAID SECTION
16, A DISTANCE OF 161.00 FEET;  THENCE  WESTWARDLY  PARALLEL  WITH SAID EAST AND
WEST CENTER LINE, A DISTANCE OF 92.00 FEET; THENCE SOUTHWARDLY PARALLEL WITH THE
EAST  LINE OF SAID  SECTION  16,  A  DISTANCE  OF  162.00  FEET TO THE  POINT OF
BEGINNING; (EXCEPT THAT PART DESCRIBED AS FOLLOWS:

COMMENCING AT A POINT IN THE EAST AND WEST  CENTERLINE OF SECTION 16, A DISTANCE
OF 607.73 FEET  WESTWARDLY,  MEASURED  ALONG SAID EAST AND WEST CENTER LINE FROM
THE SOUTHEAST CORNER OF THE NORTHEAST 1/4 OF SAID SECTION 16; THENCE NORTHWARDLY
PARALLEL  WITH THE EAST LINE OF SAID  SECTION  16, A  DISTANCE  OF 162.00  FEET;
THENCE  EASTWARDLY  PARALLEL  WITH SAID EAST AND WEST CENTER LINE, A DISTANCE OF
92.00 FEET; THENCE NORTHWARDLY PARALLEL WITH THE EAST LINE OF SAID SECTION 16, A
DISTANCE OF 161.00 FEET TO THE POINT OF BEGINNING OF THE  HEREINAFTER  DESCRIBED
PARCEL OF LAND; THENCE EASTWARDLY  PARALLEL WITH SAID EAST AND WEST CENTER LINE,
A DISTANCE OF 48.50 FEET; THENCE NORTHWARDLY PARALLEL WITH THE EAST LINE OF SAID
SECTION 16, A DISTANCE OF 230.30 FEET; THENCE WESTWARDLY  PARALLEL WITH THE EAST
AND WEST CENTER LINE, A DISTANCE OF 48.50 FEET; THENCE SOUTHWARDLY PARALLEL WITH
THE EAST LINE OF SAID  SECTION  16, A  DISTANCE  OF 230.30  FEET TO THE POINT OF
BEGINNING), ALL IN COOK COUNTY, ILLINOIS.




<PAGE>


                                    EXHIBIT B
                               Prepayment Schedule

          Annual Principal Amortization          Redemption Date
          -----------------------------          ---------------

                   $100,000.00                     July 1, 2005
                   $100,000.00                     July 1, 2006
                   $100,000.00                     July 1, 2007
                   $100,000.00                     July 1, 2008
                   $100,000.00                     July 1, 2009
                   $100,000.00                     July 1, 2010
                   $100,000.00                     July 1, 2011
                   $100,000.00                     July 1, 2012
                   $100,000.00                     July 1, 2013
                   $100,000.00                     July 1, 2014
                   $100,000.00                     July 1, 2015
                   $100,000.00                     July 1, 2016
                   $100,000.00                     July 1, 2017
                   $100,000.00                     July 1, 2018
                   $100,000.00                     July 1, 2019
                   $100,000.00                     July 1, 2020
                   $100,000.00                     July 1, 2021
                   $100,000.00                     July 1, 2022
                   $100,000.00                     July 1, 2023
                   $100,000.00                     July 1, 2024








<PAGE>


                                    EXHIBIT C
                Amended and Restated Loan and Security Agreement





<PAGE>

                           WAIVER AND THIRD AMENDMENT
               TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT


     This WAIVER AND THIRD  AMENDMENT TO AMENDED AND RESTATED  LOAN AND SECURITY
AGREEMENT dated as of July ___, 2004 (the "Third Amendment"), is entered into by
and between CFC  INTERNATIONAL,  INC., a Delaware  corporation (the "Borrower"),
whose address is 500 State Street,  Chicago Heights,  Illinois 60441 and LASALLE
BANK NATIONAL  ASSOCIATION,  a national banking association (the "Bank"),  whose
address is 135 South LaSalle Street, Chicago, Illinois 60603.

                                R E C I T A L S:

     A. The Borrower and the Bank entered into that certain Amended and Restated
Loan and Security Agreement dated as of May 17, 2001, as modified and amended by
that  certain (i) First  Amendment  to Amended and  Restated  Loan and  Security
Agreement dated as of January 31, 2003, and (ii) Second Amendment to Amended and
Restated   Loan  and   Security   Agreement   dated  as  of  December  24,  2003
(collectively, the "Loan Agreement"), pursuant to which the Bank has made to the
Borrower (i) a Revolving  Loan  evidenced  by that certain  Amended and Restated
Revolving Note dated as of January 31, 2003 in the maximum  principal  amount of
Five Million  Five Hundred  Thousand  and 00/100  Dollars  ($5,500,000.00)  (the
"Revolving  Note"),  (ii) a Term Loan  evidenced  by that  certain  Amended  and
Restated Term Note dated as of January 31, 2003 in the  principal  amount of Two
Million Four Hundred  Sixty Three  Thousand  Nine Hundred  Eighty Six and 94/100
Dollars ($2,463,986.94) (the "Term Note"), (iii) a Second Term Loan evidenced by
that certain  Amended and Restated Second Term Note dated as of January 31, 2003
in the principal  amount of Five Million Seven  Hundred  Seventy Three  Thousand
Three Hundred  Thirty Six and 00/100 Dollars  ($5,773,336.00)  (the "Second Term
Note") and (iv) a Capex Loan  evidenced by that certain Capex Loan Note dated as
of December 24, 2003 in the principal  amount of Two Million and 00/100  Dollars
($2,000,000.00)  (the "Capex Loan Note") each  executed by the Borrower and made
payable to the order of the Bank.

     B. At the present time the Borrower requests,  and the Bank is agreeable to
(i) an extension of the Revolving  Loan Maturity  Date,  (ii) an increase in the
maximum  principal  amount of the Revolving Loan Commitment and (iii) the Bank's
waiver of a violation by the Borrower of the profitability covenant set forth in
Section  8.3  of the  Loan  Agreement,  pursuant  to the  terms  and  conditions
hereinafter set forth.

     NOW THEREFORE, in consideration of the premises and other good and valuable
consideration,  the receipt and adequacy of which are hereby  acknowledged,  the
Borrower and the Bank hereby agree as follows:

                              A G R E E M E N T S:

     1.  RECITALS.  The foregoing  Recitals are hereby made a part of this Third
Amendment.

     2.   DEFINITIONS.   Capitalized  words  and  phrases  used  herein  without
definition shall have the respective meanings ascribed to such words and phrases
in the Loan Agreement.

<PAGE>

     3. AMENDMENTS TO THE LOAN AGREEMENT.

          3.1 Reimbursement Agreement Definitions.

     (a) The  following new  definitions  are hereby added to Section 1.1 of the
Loan Agreement in alphabetical order as follows:

          "  "IRB  1996   Reimbursement   Agreement"  shall  mean  that  certain
     Reimbursement  Agreement  dated as of June 1, 1996,  between  Borrower  and
     Bank,  pursuant  to which Bank  agreed to issue an  irrevocable  direct pay
     letter of credit  in favor of  LaSalle  Bank  National  Association  (f/k/a
     LaSalle National Bank), as trustee for the bondholders  under the Indenture
     of Trust dated as of June 1, 1996  between the Illinois  Finance  Authority
     (f/k/a the Illinois  Development Finance Authority) and such trustee in the
     amount  of  $4,064,253,  as  heretofore  or  hereafter  amended,  restated,
     modified or supplemented from time to time."

          "  "IRB  2004   Reimbursement   Agreement"  shall  mean  that  certain
     Reimbursement  Agreement  dated as of July 1, 2004,  between  Borrower  and
     Bank,  pursuant  to which Bank  agreed to issue an  irrevocable  direct pay
     letter of credit in favor of LaSalle Bank National Association,  as trustee
     for the  bondholders  under the Indenture of Trust dated as of July 1, 2004
     between the Illinois Finance  Authority and such trustee,  in the amount of
     $2,023,014.00,  as heretofore or hereafter amended,  restated,  modified or
     supplemented from time to time."

     (b) The  definition of "IRB  Reimbursement  Agreement" is hereby deleted in
its entirety and replaced with the following new definition:

          " "IRB  Reimbursement  Agreements" shall mean each of and together the
     IRB 1996 Reimbursement Agreement and the IRB 2004 Reimbursement Agreement."

and each occurrence of the term "IRB Reimbursement  Agreement"  occurring in the
Loan Agreement is hereby replaced with the term "IRB  Reimbursement  Agreements"
as defined above.

     3.2  Revolving  Loan   Commitment.   The  definition  of  "Revolving   Loan
Commitment"  in  Section  1.1 of the Loan  Agreement  is hereby  amended  in its
entirety to read as follows:

          "  "Revolving  Loan  Commitment"  shall mean Eight  Million and 00/100
     Dollars ($8,000,000.00)."

     3.3  Revolving  Loan Maturity  Date.  The  definition  of  "Revolving  Loan
Maturity  Date" in Section 1.1 of the Loan  Agreement  is hereby  amended in its
entirety to read as follows:

          "  "Revolving  Loan  Maturity  Date" shall mean April 1, 2006,  unless
     extended by the Bank  pursuant to any  modification,  extension  or renewal
     note  executed  by the  Borrower  and  accepted by the Bank in its sole and
     absolute discretion in substitution for the Revolving Note."

<PAGE>

     3.4 Revolving  Note.  All references in the Loan Agreement to the Revolving
Note shall be deemed to be references to the  Replacement  Revolving Note in the
form of  Exhibit A  attached  hereto and made a part  hereof  (the  "Replacement
Revolving Note").

     4. WAIVER OF  DEFAULTED  COVENANT.  The Borrower has informed the Bank that
the  Borrower's  Net Income for the fiscal period  ending  December 31, 2003 was
less than the required One Thousand and 00/100 Dollars  ($1,000.00) set forth in
Section 8.3 of the Loan  Agreement,  and as such the  Borrower  failed to comply
with the  profitability  covenant  set forth in said Section 8.3 for such period
(the  "Defaulted  Covenant").  The Borrower agrees and  acknowledges  that, as a
result of the  occurrence of such  Defaulted  Covenant,  an Event of Default has
occurred and is continuing under Section 9.3 of the Loan Agreement. The Borrower
has therefore  requested that the Bank waive compliance by the Borrower with the
Defaulted  Covenant for the fiscal period  ending  December 31, 2003, as well as
the resulting Event of Default.

     The Bank hereby  waives:  (a) compliance by the Borrower with the Defaulted
Covenant  for the fiscal  period  ending  December  31,  2003,  (b) the Event of
Default  occurring  by  reason of the  Borrower's  failure  to  comply  with the
Defaulted  Covenant  solely for the fiscal period ending  December 31, 2003, and
(c) the Bank's  remedies  under the Loan Agreement with respect to the Defaulted
Covenant  and the  subsequent  Event of Default.  This waiver  shall be narrowly
construed and shall neither extend to any other violations under, or default of,
the  Loan  Agreement,   including  but  not  limited  to,  a  violation  of  the
profitability  covenant  for any future  period of time,  nor shall this  waiver
prejudice any rights or remedies  which the Bank may have or be entitled to with
respect to such future violations or defaults.

     5.  REaffirmation  of security  agreements.  The Borrower hereby  expressly
reaffirms,  assumes and binds itself in all respects to all of the  obligations,
liabilities,  duties, covenants,  terms and conditions that are contained in the
following agreements  (collectively,  the "Security Agreements") and agrees that
all obligations and liabilities under the Security  Agreements shall continue in
full force and effect and shall not be discharged, limited, impaired or affected
in any manner  whatsoever  by this Third  Amendment:  (i) that certain  Security
Agreement and  Mortgage-Trademarks and Patents, dated as of May 17, 2001 between
the Bank  and the  Borrower,  (ii)  that  certain  Security  Interest  Agreement
(Trademarks),  dated as of May 17, 2001  between the Bank and the  Borrower  and
recorded with the United States  Trademark  Office on Reel No. 2315 beginning at
Frame No. 0995; and (iii) that certain Security  Interest  Agreement  (Patents),
dated as of May 17, 2001 between the Bank and the Borrower.

     6.  REPRESENTATIONS  AND WARRANTIES.  To induce the Bank to enter into this
Third Amendment,  the Borrower hereby certifies,  represents and warrants to the
Bank that:

     6.1  Organization.  The Borrower is a corporation duly organized,  existing
and in good  standing  under  the laws of the State of  Delaware,  with full and
adequate  corporate  power to carry on and  conduct its  business  as  presently
conducted.   The  Borrower  is  duly   licensed  or  qualified  in  all  foreign
jurisdictions wherein the nature of its activities require such qualification or
licensing.  The certificate of incorporation and bylaws of the Borrower have not
been changed or amended since the most recent date that certified copies thereof
were  delivered  to  the  Bank.  The  Borrower's  state  issued   organizational
identification number is 2088730. The exact legal name of the Borrower is as set
forth in the preamble of this Third Amendment,  and the Borrower  currently does
not conduct, nor has it during the last five (5) years conducted, business under
any other  name or trade  name.  The  Borrower  will not  change  its name,  its
organizational  identification  number, if it has one, its type of organization,
its jurisdiction of organization or other legal structure.

<PAGE>

     6.2  Authorization.  The Borrower is duly authorized to execute and deliver
this Third  Amendment and is and will  continue to be duly  authorized to borrow
monies  under  the  Loan  Agreement,  as  amended  hereby,  and to  perform  its
obligations under the Loan Agreement, as amended hereby.

     6.3 No Conflicts.  The  execution and delivery of this Third  Amendment and
the performance by the Borrower of its obligations under the Loan Agreement,  as
amended hereby, do not and will not conflict with any provision of law or of the
certificate  of  incorporation  or bylaws of the  Borrower  or of any  agreement
binding upon the Borrower.

     6.4 Validity and Binding Effect. The Loan Agreement,  as amended hereby, is
a legal, valid and binding obligation of the Borrower,  enforceable  against the
Borrower in accordance with its terms,  except as enforceability  may be limited
by bankruptcy, insolvency or other similar laws of general application affecting
the enforcement of creditors' rights or by general principles of equity limiting
the availability of equitable remedies.

     6.5 Compliance with Loan Agreement.  The  representation and warranties set
forth in  Section  5 of the Loan  Agreement,  as  amended  hereby,  are true and
correct with the same effect as if such  representations and warranties had been
made on the date hereof, with the exception that all references to the financial
statements  shall mean the financial  statements most recently  delivered to the
Bank and except for such changes as are  specifically  permitted  under the Loan
Agreement.  In addition,  except for the  Defaulted  Covenant,  the Borrower has
complied  with and is in  compliance  with all of the covenants set forth in the
Loan  Agreement,  as amended  hereby,  including,  but not limited to, those set
forth in Section 6, Section 7 and Section 8 thereof.

     6.6 No Event of Default.  As of the date hereof and except for the Event of
Default  occurring as a result of the  Defaulted  Covenant,  no Event of Default
under Section 9 of the Loan Agreement,  as amended hereby, or event or condition
which,  with the  giving  of  notice  or the  passage  of time,  or both,  would
constitute an Event of Default, has occurred or is continuing.

     7. CONDITIONS PRECEDENT.  This Third Amendment shall become effective as of
the  date  above  first  written  after  receipt  by the  Bank of the  following
documents:

     7.1 Third Amendment.  This Third Amendment executed by the Borrower and the
Bank.

<PAGE>

     7.2 Replacement  Revolving  Note. A Replacement  Revolving Note dated as of
July __,  2004 in the  maximum  principal  amount of Eight  Million  and  00/100
Dollars ($8,000,000.00),  executed by the Borrower and made payable to the order
of the Bank, in the form of Exhibit A attached hereto.

     7.3  Amendment  to  Mortgage.  An  Amendment  to the  Mortgage  in form and
substance  acceptable  to the Bank duly  executed by the  Borrower,  a date down
endorsement to the title  insurance  policy in favor of the Bank relating to the
Premises and all  documents  or items  required by the title  insurance  company
issuing such date down endorsement in connection therewith.

     7.4  IRB  1996  Reimbursement  Agreement.  An  Amendment  to the  IRB  1996
Reimbursement  Agreement  in form and  substance  acceptable  to the  Bank  duly
executed by the Borrower.

     7.5 Resolutions.  A certified copy of resolutions of the Board of Directors
and/or  shareholders  of the Borrower  authorizing  the execution,  delivery and
performance of this Third Amendment and the related loan documents.

     7.6 Other Documents. Such other documents,  certificates and/or opinions of
counsel as the Bank may request.


     8. GENERAL.

     8.1 Governing Law; Severability. This Third Amendment shall be construed in
accordance  with and governed by the laws of Illinois.  Wherever  possible  each
provision of the Loan Agreement and this Third Amendment shall be interpreted in
such  manner as to be  effective  and valid  under  applicable  law,  but if any
provision of the Loan Agreement and this Third  Amendment shall be prohibited by
or invalid under such law, such provision  shall be ineffective to the extent of
such  prohibition  or  invalidity,  without  invalidating  the remainder of such
provision  or the  remaining  provisions  of the Loan  Agreement  and this Third
Amendment.

     8.2 Successors and Assigns.  This Third Amendment shall be binding upon the
Borrower and the Bank and their  respective  successors  and assigns,  and shall
inure to the benefit of the Borrower and the Bank and the successors and assigns
of the Bank.

     8.3 Continuing  Force and Effect of Loan Documents.  Except as specifically
modified  or amended by the terms of this Third  Amendment,  all other terms and
provisions of the Loan Agreement and the other Loan  Documents are  incorporated
by  reference  herein,  and in all  respects,  shall  continue in full force and
effect.  The Borrower,  by execution of this Third Amendment,  hereby reaffirms,
assumes and binds itself to all of the obligations,  duties, rights,  covenants,
terms and conditions that are contained in the Loan Agreement and the other Loan
Documents.

     8.4 References to Loan  Agreement.  Each reference in the Loan Agreement to
"this  Agreement",  "hereunder",  "hereof",  or words of like  import,  and each
reference  to the  Loan  Agreement  in any  and  all  instruments  or  documents
delivered  in  connection  therewith,  shall  be  deemed  to  refer  to the Loan
Agreement, as amended hereby.

<PAGE>

     8.5 Expenses.  The Borrower  shall pay all costs and expenses in connection
with the  preparation of this Third  Amendment and other related loan documents,
including,  without limitation,  reasonable  attorneys' fees and time charges of
attorneys  who may be  employees  of the Bank or any  affiliate or parent of the
Bank. The Borrower shall pay any and all stamp and other taxes, UCC search fees,
filing fees and other costs and expenses in  connection  with the  execution and
delivery of this Third  Amendment and the other  instruments and documents to be
delivered  hereunder,  and agrees to save the Bank harmless from and against any
and all  liabilities  with respect to or  resulting  from any delay in paying or
omission to pay such costs and expenses.

     8.6  Counterparts.  This Third  Amendment  may be executed in any number of
counterparts, all of which shall constitute one and the same agreement.

                            [SIGNATURE PAGES FOLLOW]



<PAGE>


     IN WITNESS WHEREOF,  the parties hereto have executed this Waiver and Third
Amendment to Loan and Security Agreement as of the date first above written.

                            CFC INTERNATIONAL, INC.,
                             a Delaware corporation


                        By:
                            ---------------------------------------------------
                            Name:  Roger F. Hruby
                            Title:    Chairman and
                                      Chief Executive Officer


                        LASALLE BANK NATIONAL ASSOCIATION
                        a national banking association


                        By:
                            ---------------------------------------------------
                            Name:  Michael Kohnen
                            Title:  Vice President


<PAGE>


                                    EXHIBIT A

                           Replacement Revolving Note


<PAGE>


                           REPLACEMENT REVOLVING NOTE



$8,000,000.00                                     Date:  as of July ___, 2004
Chicago, Illinois                                 Due Date:  April 1, 2006


     FOR VALUE RECEIVED,  CFC INTERNATIONAL,  INC., a Delaware  corporation (the
"Borrower"), whose address is 500 State Street, Chicago Heights, Illinois 60441,
promises to pay to the order of LASALLE BANK  NATIONAL  ASSOCIATION,  a national
banking association  (hereinafter,  together with any holder hereof,  called the
"Bank"), whose address is 135 South LaSalle Street, Chicago,  Illinois 60603, on
or before April 1, 2006 (the "Revolving Loan Maturity Date"),  the lesser of (i)
the principal sum of EIGHT MILLION and 00/100 DOLLARS  ($8,000,000.00),  or (ii)
the aggregate  principal  amount of all Revolving  Loans  outstanding  under and
pursuant to that certain Amended and Restated Loan and Security  Agreement dated
as of May 17,  2001,  executed  by and  between the  Borrower  and the Bank,  as
amended from time to time (as  amended,  supplemented  or modified  from time to
time, the "Loan  Agreement"),  and made available by the Bank to the Borrower at
the maturity or maturities and in the amount or amounts stated on the records of
the Bank,  together with interest (computed on the actual number of days elapsed
on the  basis  of a  360-day  year) on the  aggregate  principal  amount  of all
Revolving Loans outstanding from time to time as provided in the Loan Agreement.
Capitalized  words and  phrases  not  otherwise  defined  herein  shall have the
meanings assigned thereto in the Loan Agreement.

     This   Revolving  Note   evidences  the  Revolving   Loans,   reimbursement
obligations  for  Letters  of Credit  and  other  indebtedness  incurred  by the
Borrower under and pursuant to the Loan Agreement,  to which reference is hereby
made for a statement of the terms and conditions  under which the Revolving Loan
Maturity  Date or any  payment  hereon  may be  accelerated.  The holder of this
Revolving  Note is entitled to all of the benefits and security  provided for in
the Loan  Agreement.  All Revolving Loans shall be repaid by the Borrower on the
Revolving Loan Maturity Date,  unless payable sooner  pursuant to the provisions
of the Loan Agreement.

     Principal  and interest  shall be paid to the Bank at its address set forth
above,  or at such  other  place as the  holder  of this  Revolving  Note  shall
designate in writing to the Borrower.  Each Revolving Loan made, and all Letters
of Credit issued by, the Bank,  and all payments on account of the principal and
interest  thereof shall be recorded on the books and records of the Bank and the
principal  balance  as shown on such  books  and  records,  or any copy  thereof
certified by an officer of the Bank, shall be rebuttably presumptive evidence of
the principal amount owing hereunder.

     Except  for such  notices  as may be  required  under the terms of the Loan
Agreement,  the Borrower waives presentment,  demand,  notice,  protest, and all
other  demands,  or  notices,  in  connection  with  the  delivery,  acceptance,
performance,  default, or enforcement of this Revolving Note, and assents to any
extension or postponement of the time of payment or any other indulgence.

<PAGE>



     This  Revolving  Note   constitutes  a  renewal  and  restatement  of,  and
replacement and  substitution  for, that certain Amended and Restated  Revolving
Note in the amount of Five  Million Five  Hundred  Thousand  and 00/100  Dollars
dated as of January 31, 2003 (the "Prior Note").  The indebtedness  evidenced by
the Prior Note is continuing  indebtedness  evidenced hereby, and nothing herein
shall be deemed to  constitute  a payment,  settlement  or novation of the Prior
Note, or to release or otherwise adversely affect any lien, mortgage or security
interest  securing  such  indebtedness  or any  rights of the Bank  against  any
guarantor,  surety or other  party  primarily  or  secondarily  liable  for such
indebtedness.

     The Revolving Loans and the reimbursement obligations for Letters of Credit
issued under the Loan  Agreement  evidenced  hereby have been made and/or issued
and this  Revolving  Note has been delivered at the Bank's main office set forth
above.  This Revolving  Note shall be governed and construed in accordance  with
the laws of the State of  Illinois,  in which state it shall be  performed,  and
shall be binding upon the Borrower, and its legal  representatives,  successors,
and assigns.  Wherever  possible,  each provision of the Loan Agreement and this
Revolving  Note shall be interpreted in such manner as to be effective and valid
under  applicable  law,  but if any  provision  of the  Loan  Agreement  or this
Revolving  Note  shall be  prohibited  by or be  invalid  under  such law,  such
provision  shall  be  severable,  and be  ineffective  to  the  extent  of  such
prohibition or invalidity,  without invalidating the remaining provisions of the
Loan Agreement or this Revolving  Note. The term "Borrower" as used herein shall
mean all parties signing this Revolving Note, and each one of them, and all such
parties, their respective successors and assigns, shall be jointly and severally
obligated hereunder.

     IN WITNESS WHEREOF,  the Borrower has executed this  Replacement  Revolving
Note as of the date set forth above.

                               CFC INTERNATIONAL, INC.,
                               a Delaware corporation


                               By:      ________________________________
                               Name:    ________________________________
                               Title:   ________________________________