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                           ILLINOIS FINANCE AUTHORITY


                                       and


                             CFC INTERNATIONAL, INC.




                              --------------------
                                 LOAN AGREEMENT
                              --------------------





                            Dated as of July 1, 2004





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<PAGE>


                                      -iii-


                                TABLE OF CONTENTS

Parties.....................................................................1

Preambles...................................................................1

ARTICLE I                  DEFINITION OF TERMS..............................2

ARTICLE II                 REPRESENTATIONS..................................7

       Section 2.1.        Representations of the Issuer....................7
       Section 2.2.        Representations of the Company...................8

ARTICLE III                ACQUISITION AND CONSTRUCTION OF THE PROJECT;
                           ISSUANCE OF THE BONDS............................11

       Section 3.1.        Acquisition and Construction of the Project;
                             Title..........................................11
       Section 3.2.        Agreement to Issue Bonds; Application of
                             Bond Proceeds..................................12
       Section 3.3.        Disbursements from the Acquisition and
                             Construction Fund..............................12
       Section 3.4.        Establishment of Completion Date; Obligation
                             of Company to Complete.........................14
       Section 3.5.        Investment of Moneys in the Acquisition and
                             Construction Fund, the Bond Fund and the
                             Bond Purchase Fund.............................15
       Section 3.6.        Special Arbitrage Certifications and Covenants...15
       Section 3.7.        No Warranty by the Issuer........................16

ARTICLE IV                 REPAYMENT PROVISIONS.............................16

       Section 4.1.        Bond Proceeds....................................16
       Section 4.2.        Repayment of the Loan and Payment of Other
                             Amounts Payable................................16
       Section 4.3.        No Defense or Set-Off - Unconditional Obligation.19
       Section 4.4.        Assignment and Pledge of Issuer's Rights.........19
       Section 4.5.        Purchase of Bonds Prohibited.....................19

ARTICLE V                  SPECIAL COVENANTS AND AGREEMENTS.................19

       Section 5.1.        Issuer's and Trustee's Right of Access to
                             the Project and the Premises...................19
       Section 5.2.        Company to Maintain Its Corporate Existence;
                             Conditions under Which Exceptions Permitted....20
       Section 5.3.        Indemnification..................................20
       Section 5.4.        Records and Financial Statements of Company......21
       Section 5.5.        Tax-Exempt Status................................22
       Section 5.6.        Insurance........................................25
       Section 5.7.        Maintenance and Repair...........................26
       Section 5.8.        Qualification in State...........................26
       Section 5.9.        Letter of Credit.................................26
       Section 5.10.       Compliance with Laws.............................29
       Section 5.11.       Governmental Regulation..........................29
       Section 5.12.       Reports on Employment at the Project.............30
       Section 5.13.       Indenture Provisions.............................30
       Section 5.14.       Annual Certificate...............................30
       Section 5.15.       Payment of Taxes.................................30

ARTICLE VI                 EVENTS OF DEFAULT AND REMEDIES...................31

       Section 6.1.        Events of Default................................31
       Section 6.2.        Remedies on Default..............................32
       Section 6.3.        Agreement to Pay Attorneys' Fees and Expenses....33
       Section 6.4.        No Remedy Exclusive..............................33
       Section 6.5.        No Additional Waiver Implied by One Waiver.......33

ARTICLE VII                PREPAYMENT OF NOTE...............................34

       Section 7.1.        Obligation to Prepay the Note upon Determination
                             of Taxability..................................34
       Section 7.2.        General Option to Prepay the Note................34
       Section 7.3.        Option to Prepay the Note in Extraordinary
                             Events.........................................34
       Section 7.4.        Obligation to Prepay the Note with Moneys
                             Remaining in the Acquisition and
                             Construction Fund..............................35
       Section 7.5.        Obligation to Prepay the Note for Mandatory
                             Sinking Fund Redemptions.......................35
       Section 7.6.        Redemption of the Bonds..........................35

ARTICLE VIII               FINANCING STATEMENTS.............................36

ARTICLE IX                 MISCELLANEOUS....................................36

       Section 9.1.        Notices..........................................36
       Section 9.2.        Assignments......................................37
       Section 9.3.        Severability.....................................37
       Section 9.4.        Execution of Counterparts........................37
       Section 9.5.        Amounts Remaining in Any Fund or with Trustee....37
       Section 9.6.        Amendments, Changes and Modifications............37
       Section 9.7.        Governing Law....................................38
       Section 9.8.        Authorized Company Representative................38
       Section 9.9.        Term of This Agreement...........................38
       Section 9.10.       Binding Effect...................................38
       Section 9.11.       References to Bank and Letter of Credit..........38

Signatures..................................................................39

<PAGE>

Exhibit A - Description of Project
Exhibit B - Promissory Note
Exhibit C - Legal Description
Exhibit D - Requisition


<PAGE>


                                 LOAN AGREEMENT

     THIS LOAN  AGREEMENT  (the  "Agreement")  dated as of July 1, 2004,  by and
between the  ILLINOIS  FINANCE  AUTHORITY,  a body  politic and  corporate  duly
organized  and validly  existing  under the laws of the State of  Illinois  (the
"Issuer"), and CFC INTERNATIONAL, INC., a corporation duly organized and validly
existing under the laws of the State of Delaware (the "Company");

                                   WITNESSETH:

     WHEREAS, pursuant to the Constitution and the laws of the State of Illinois
(the "State"),  and particularly the Illinois Finance Authority Act, 20 Illinois
Compiled  Statutes 2002,  3501/801-1,  et seq., as supplemented and amended (the
"Act"),  the Issuer is authorized to issue its revenue bonds to finance the cost
of "projects," as defined in the Act; and

     WHEREAS,  pursuant to and in accordance with the Act, the Issuer has agreed
to issue and sell its Variable Rate Demand Industrial Development Revenue Bonds,
Series 2004 (CFC International,  Inc. Project) in the aggregate principal amount
of $2,000,000  (the  "Bonds"),  which Bonds will be issued under the terms of an
Indenture of Trust dated as of July 1, 2004 (the  "Indenture"),  from the Issuer
to LaSalle Bank National  Association,  as Trustee (the "Trustee"),  and to lend
the  proceeds  of the  Bonds to the  Company  (i) to  finance  the  costs of the
acquisition of land, a building and related improvements and the construction of
improvements  to such building  (the  "Project") to be owned and operated by the
Company for the manufacture of printed  plastic films,  and all to be located in
the City of Chicago Heights, Cook County,  Illinois, (ii) to pay interest during
the acquisition  and  construction of the Project and (iii) to pay certain costs
of issuance; and

     WHEREAS,  the Bonds  issued under the  Indenture  will be secured by (i) an
assignment  and pledge of all right,  title and interest of the Issuer in and to
this  Agreement and the promissory  note of the Company issued  pursuant to this
Agreement (the "Note"), except as otherwise provided in the Indenture,  and (ii)
moneys  derived from  drawings  under the  irrevocable,  transferable  letter of
credit dated the date of issuance  and delivery of the Bonds,  issued by LaSalle
Bank National  Association  (the "Bank") in favor of the Trustee for the benefit
of the owners from time to time of the Bonds, in the amount of (A) the aggregate
principal  amount of the Bonds (1) to enable the Trustee to pay the principal of
the  Bonds at  maturity,  upon call for  redemption  prior to  maturity  or upon
acceleration,  and (2) to enable the Trustee to pay the portion of the  purchase
price of Bonds  tendered or deemed to be tendered to it for  purchase,  equal to
the aggregate  principal  amount of such Bonds,  plus (B) an amount equal to the
interest to accrue on the Bonds for thirty-five (35) days at the maximum rate of
twelve percent (12%) per annum (1) to enable the Trustee to pay interest accrued
on the Bonds on the dates and in the manner set forth in the Indenture,  and (2)
to enable the Trustee to pay the portion of the purchase price of Bonds tendered
or deemed to be tendered to it for  purchase,  equal to the accrued  interest on
such Bonds (which initial letter of credit,  together with any substitute letter
of credit, is hereinafter referred to as the "Letter of Credit");

<PAGE>

     NOW,  THEREFORE,  in  consideration of the respective  representations  and
agreements herein contained, the parties hereto agree as follows (provided, that
in the  performance  of the  agreements  of the  Issuer  herein  contained,  any
obligation  it may  thereby  incur for the  payment of money shall be a special,
limited obligation of the Issuer, and shall not constitute a general obligation,
debt or liability of the Issuer or a charge against its general  credit,  taxing
powers or  general  funds or  assets,  but shall be  payable  solely  out of the
proceeds  derived from this  Agreement,  the Note,  the Letter of Credit and the
sale of the Bonds referred to in Section 3.2 hereof, all as herein provided):

                                    ARTICLE I

                               DEFINITION OF TERMS

     All words and phrases  defined in Article I of the Indenture shall have the
same  meanings  in this  Agreement.  Certain  terms used in this  Agreement  are
hereinafter  defined in this Article I. When used herein,  such terms shall have
the meanings  given to them by the language  employed in this Article I defining
such terms, unless the context clearly indicates otherwise:

     "Acquisition and Construction  Fund" means the Illinois Finance  Authority,
Variable  Rate  Demand  Industrial  Development  Revenue  Bond  Acquisition  and
Construction Fund (CFC International,  Inc. Project), created and established in
Section 6.6 of the Indenture.

     "Acquisition  and  Construction   Period"  means  the  period  between  the
beginning  of the  acquisition  and  construction  of the Project or the date on
which the Bonds are first  delivered  to the  purchasers  thereof,  whichever is
earlier, and the Completion Date.

     "Act"  means,  the Illinois  Finance  Authority  Act, 20 Illinois  Compiled
Statutes  2002,  3501/801-1,  et seq.,  as from  time to time  supplemented  and
amended.

     "Agreement"  means this Loan Agreement,  as from time to time  supplemented
and amended.

     "Alternate Credit Facility" means an irrevocable letter of credit, a surety
bond,  an  insurance  policy or other credit  facility  delivered to the Trustee
pursuant to Section 5.9(e) of this Agreement.

     "Authorized Company  Representative" means such person at the time and from
time to time  designated to act on behalf of the Company by written  certificate
furnished  to the  Issuer,  the Trustee and the Bank,  containing  the  specimen
signature of such  person,  signed on behalf of the Company by any member of the
Company. Such certificate may designate an alternate or alternates.

     "Bank" means  LaSalle  Bank  National  Association,  in its capacity as the
issuer of the initial Letter of Credit  pursuant to Section  5.9(a) hereof,  its
successors in such capacity and their assigns,  and the issuer of any substitute
Letter of Credit  pursuant to Section  5.9(b),  Section 5.9(c) or Section 5.9(d)
hereof, its successors in such capacity and their assigns.

<PAGE>

     "Bond" or "Bonds"  means the Variable  Rate Demand  Industrial  Development
Revenue Bonds, Series 2004 (CFC  International,  Inc. Project) of the Issuer, in
the aggregate principal amount of $2,000,000, issued pursuant to the Indenture.

     "Bond  Counsel"  means  the  counsel  who  renders  the  opinion  as to the
tax-exempt status of the interest on the Bonds on the date of the issuance, sale
and  delivery  of the  Bonds  or such  other  firm of  attorneys  of  nationally
recognized  standing  on the  subject  of bonds of states  and  their  political
subdivisions, as may be mutually satisfactory to the Issuer, the Company and the
Trustee.

     "Bond Fund" means the  Illinois  Finance  Authority,  Variable  Rate Demand
Industrial  Development  Revenue Bond Fund (CFC  International,  Inc.  Project),
created and established in Section 6.2 of the Indenture.

     "Bond Purchase Fund" means the Illinois  Finance  Authority,  Variable Rate
Demand  Industrial  Development  Revenue Bond Purchase Fund (CFC  International,
Inc. Project), created and established in Section 6.10 of the Indenture.

     "Buildings"  means the  building and related  improvements  to be purchased
with a  portion  of the  proceeds  of the  Bonds  and the  improvements  to such
building  to be  constructed  with a  portion  of  the  proceeds  of the  Bonds,
described in Exhibit A attached hereto and made a part hereof, comprising a part
of the Project.

     "Code" means the Internal Revenue Code of 1986, as amended.

     "Company"  means CFC  International,  Inc., a corporation  duly  organized,
validly  existing and in good standing  under the laws of the State of Delaware,
and any surviving,  resulting or transferee legal entity as permitted by Section
5.2 of this Agreement.

     "Completion  Date" means the date of completion of the Project as that date
shall be certified as provided in Section 3.4 of this Agreement.

     "Costs of Issuance"  means those issuance costs described in Section 147(g)
of the Code and any Regulations.

     "Costs of the Project" means the sum of the items  described in Subsections
(a) through (i) of Section 3.3 of this Agreement.

     "Determination  of  Taxability"  means (i) the  receipt by the Company of a
written notice from the Trustee or the receipt by the Company and the Trustee of
a written  notice from any owner or any former owner of any Bond of any issuance
of a preliminary letter regarding a proposed deficiency or a statutory notice of
deficiency  by the Internal  Revenue  Service which holds,  in effect,  that the
interest payable on such Bond, or any installment  thereof, is includible in the
federal gross income of the taxpayer  named therein  (other than a  "substantial
user" of the  Project or any  "related  person"  thereto,  within the meaning of
Section 147(a) of the Code), (ii) the delivery to the Company and the Trustee of
an opinion of Bond Counsel to the effect that the interest  payable on any Bond,
or any  installment  thereof,  is  includible in the federal gross income of the
taxpayer named therein  (other than a  "substantial  user" of the Project or any
"related  person"  thereto,  within the meaning of Section  147(a) of the Code),
(iii) the filing by the Company with the Trustee,  any owner or any former owner
of any Bond or the Internal  Revenue Service of any certificate,  statement,  or
other tax schedule, return or document which discloses that the interest payable
on any Bond,  or any  installment  thereof,  is  includible in the federal gross
income of the taxpayer  named therein  (other than a  "substantial  user" of the
Project or any "related  person" thereto within the meaning of Section 147(a) of
the Code), or (iv) any amendment, modification, addition or change shall be made
in  Section  144(a)  of the Code or any  other  provision  of the Code or in any
Regulation or proposed Regulation  thereunder;  or any ruling shall be issued or
revoked by the Internal Revenue  Service;  or any other action shall be taken by
the  Internal  Revenue  Service,   the  Department  of  Treasury  or  any  other
governmental agency, authority or instrumentality; or any opinion of any federal
court or of the United States Tax Court shall be rendered;  and the Trustee, the
Bank or the  owner or any  former  owner of any Bond  shall  have  notified  the
Company  in  writing  that,  as a result of any such  event or  condition,  Bond
Counsel is unable to give an  unqualified  opinion that the interest  payable on
any Bond, or any installment thereof,  made on or after a date specified in said
notice is excludible from the federal gross income of the taxpayer named therein
(other than a "substantial user" of the Project or any "related person" thereto,
within the meaning of Section 147(a) of the Code).

<PAGE>

     "Event of Default"  means an event of default  specified  in Section 6.1 of
this Agreement.

     "Indenture" means the Indenture of Trust dated as of July 1, 2004, from the
Issuer to the Trustee, as from time to time supplemented and amended.

     "Investment   Obligations"  means:  (i)  Governmental   Obligations;   (ii)
interests in money market mutual funds registered  under the Investment  Company
Act of 1940,  as  amended;  provided  that  the  governing  instrument  or order
directs, requires, authorizes or permits investment in Governmental Obligations;
provided  further,  that the portfolio of such investment  company or investment
trust is limited to Governmental  Obligations and to repurchase agreements fully
collateralized  by such  obligations;  provided  further,  that such  investment
company or investment trust or its agent shall take delivery of such collateral;
(iii) bonds,  notes or other  obligations  of any state of the United  States of
America or any unit of local  government or school district of any state,  which
at the time of their  purchase  are rated in any of the two (2)  highest  rating
categories by the Rating Agency and another nationally recognized rating agency;
(iv) certificates of deposit or time deposits constituting direct obligations of
any bank, as defined by the Illinois  Banking Act (including the Trustee and its
affiliates), except that investments may be made only in certificates of deposit
or time  deposits  which  are:  (A)  insured by the Bank  Insurance  Fund or the
Savings  Association  Insurance  Fund as  administered  by the  Federal  Deposit
Insurance Corporation,  if then in existence; (B) continuously and fully secured
by  securities  described  above,  which  have a  value,  exclusive  of  accrued
interest,  at  all  times  at  least  equal  to the  principal  amount  of  such
certificates  of  deposit  or  time  deposits;  or (C)  issued  by a bank  whose
outstanding  unsecured long-term debt is rated at the time of issuance in any of
the three (3) highest  rating  categories by the Rating  Agency;  (v) repurchase
agreements with any bank, as defined by the Illinois  Banking Act (including the
Trustee and its  affiliates);  provided that (A) said repurchase  agreements are
continuously  and fully  secured by any  Governmental  Obligations  which have a
value,  exclusive  of  accrued  interest,  at all  times at  least  equal to the
principal amount of such repurchase agreement;  (B) the securities securing such
repurchase  agreements are held by the Trustee or a third party acting solely as
agent for the  Trustee;  (C) said  repurchase  agreements  are free and clear of
third party liens; and (D) the Trustee has a first perfected  security  interest
in the collateral; (vi) investment agreements constituting direct obligations of
a bank, as defined by the Illinois  Banking Act  (including  the Trustee and its
affiliates),  whose outstanding unsecured long-term debt is rated at the time of
such agreement in any of the three (3) highest  rating  categories by the Rating
Agency;  (vii) short term discount  obligations of the Federal National Mortgage
Association;  (viii)  short-term  obligations of  corporations  organized in the
United  States  of  America  with  assets  exceeding  $500,000,000  if (A)  such
obligations  are rated at the time of  purchase  in one of the three (3) highest
rating  categories  by  at  least  the  Rating  Agency  and  another  nationally
recognized  rating agency and which mature not later than 180 days from the date
of  purchase;  (B)  such  purchases  do not  exceed  10%  of  the  corporation's
outstanding  obligations;  and (C) no more than one-third of the moneys relating
to the Bonds are so invested; or (ix) any other investment permitted by law.

<PAGE>

     "Issuer" means the Illinois Finance Authority, a body politic and corporate
duly  organized  and  validly  existing  under  the laws of the  State,  and any
successor body to the duties or functions of the Issuer.

     "Land" means the real estate to be acquired  with a portion of the proceeds
of the  Bonds,  comprising  a part of the  Project  and  described  in Exhibit C
attached to and made a part of this Agreement.

     "Letter of Credit" means the initial  irrevocable,  transferable  Letter of
Credit delivered to the Trustee  pursuant to Section 5.9(a) hereof,  and, unless
the  context or use  indicates  another  or  different  meaning  or intent,  any
substitute Letter of Credit delivered to the Trustee pursuant to Section 5.9(b),
Section 5.9(c) or Section 5.9(d) of this Agreement.

     "Letter of Credit  Agreement" means the Letter of Credit and  Reimbursement
Agreement  dated as of July 1, 2004,  by and among the Company and the Bank,  as
from time to time  supplemented  and amended,  under the terms of which the Bank
agrees to issue and deliver the initial  Letter of Credit to the  Trustee;  and,
unless the context or use indicates another or different meaning or intent,  any
letter of credit agreement or reimbursement agreement by and between the Company
and the  issuer of any  substitute  Letter of Credit  delivered  to the  Trustee
pursuant to Section  5.9(b),  Section 5.9(c) or Section  5.9(d) hereof,  as from
time to time  supplemented  and amended,  which  provides that it is a Letter of
Credit Agreement for purposes of this Agreement and the Indenture.

     "Note" means the  promissory  note of the Company made payable to the order
of the Issuer and endorsed by the Issuer to the order of the Trustee,  delivered
by the  Company  pursuant to Section  4.2(a)  hereof,  in order to evidence  the
obligation  of the Company to repay the loan made  hereunder,  payments on which
Note are provided to be sufficient to pay the principal of, premium, if any, and
interest on the Bonds when due.

<PAGE>

     "Premises" means the Land, the Buildings,  the Equipment and any additional
facilities located thereon or therein.

     "Project" means the Land, the Buildings and related property to be acquired
and constructed by the Company and financed with the proceeds of the Bonds.

     "Rebate Fund" means the fund by that name,  created and  established  under
the Tax Exemption Certificate and Agreement.

     "Regulations"  means those  regulations,  whether now or hereafter adopted,
proposed or temporary,  prepared by the United States Department of the Treasury
with respect to Section 103 or any of Sections 141 through 150 of the Code.

     "Remarketing  Agent" means LaSalle Capital Markets,  a Division of ABN AMRO
Financial Services,  Inc., and any successors  thereto,  appointed in accordance
with Section 10.11 of the Indenture.

     "Remarketing Agreement" means the Remarketing Agreement dated as of July 1,
2004, by and between the Issuer and the Remarketing  Agent, as from time to time
supplemented  and  amended,  and  any  remarketing  agreement  entered  into  in
substitution therefor.

     "Remedial  Action Date" means the earliest of the following  dates: (i) the
Completion Date; (ii) the date on which the Company  determines that the Project
will not be completed;  or (iii) the date on which the entire  Project is placed
in service, within the meaning of the Code.

     "State" means the State of Illinois.

     "Stated  Termination Date" means the date on which the Letter of Credit, as
from time to time extended, is stated to expire.

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

     "Trustee" means the Trustee as defined under the Indenture.

     The words "hereof," "herein," "hereunder" and other words of similar import
refer to this Agreement as a whole.

     Unless  otherwise  specified,  references  to Articles,  Sections and other
subdivisions  of this  Agreement are to the  designated  Articles,  Sections and
other subdivisions of this Agreement as originally executed.

     The  headings  of this  Agreement  are for  convenience  only and shall not
define or limit the provisions of this Agreement.

<PAGE>

                                   ARTICLE II


                                 REPRESENTATIONS

     Section 2.1.  Representations of the Issuer. The Issuer makes the following
representations as the basis for the undertakings on its part herein contained:

          (a) The Issuer is duly  constituted  and  validly  existing  as a body
     politic and  corporate  under the laws of the State of Illinois.  Under the
     provisions  of the  Act,  the  Issuer  has the  power  to  enter  into  the
     transactions contemplated by this Agreement, the Indenture, the Remarketing
     Agreement and the Tax Exemption  Certificate and Agreement and to carry out
     its obligations hereunder and thereunder.  The Project constitutes and will
     constitute a "project,"  within the meaning of the Act. By proper action of
     the members of the Issuer,  the Issuer has been duly  authorized to execute
     and deliver the Bonds,  this  Agreement,  the  Indenture,  the  Remarketing
     Agreement and the Tax Exemption Certificate and Agreement.

          (b)  Neither  the  execution  and  delivery  of  this  Agreement,  the
     Indenture,  the Remarketing  Agreement,  the Tax Exemption  Certificate and
     Agreement and the Bonds, the consummation of the transactions  contemplated
     hereby or thereby,  nor the fulfillment of or compliance with the terms and
     conditions of this Agreement, the Indenture, the Remarketing Agreement, the
     Tax Exemption  Certificate  and Agreement and the Bonds,  conflicts with or
     results  in a  breach  of  the  terms,  conditions  or  provisions  of  any
     restriction  or any  agreement or  instrument  to which the Issuer is now a
     party or by which it is bound,  or  constitutes  a default under any of the
     foregoing.

          (c) To  finance a  portion  of the Costs of the  Project,  the  Issuer
     proposes  to issue  its  Bonds in the  amount  and  having  the  terms  and
     conditions  specified  in  Articles  II, III and IV of the  Indenture.  The
     proceeds  of the Bonds will be lent to the  Company and used by the Company
     to  finance a  portion  of the  Costs of the  Project,  all as set forth in
     Section 3.3 of this Agreement.

          (d) The Issuer has not  assigned  or  pledged,  and will not assign or
     pledge,  its right,  title or interest in or to this Agreement or the Note,
     other than to secure the Bonds and as otherwise provided in the Indenture.

          (e) The Issuer is not in default  under any of the  provisions  of the
     Constitution  and the laws of the State which would affect its existence or
     its powers referred to in the preceding subsection (a).

          (f)  Under  existing  statutes  and  decisions,  no taxes on income or
     profits are imposed on the Issuer.

          (g) The Issuer hereby finds and  determines  that the financing of the
     Project  with the  proceeds of the Bonds will  further the public  purposes
     stated in the Act by increasing employment.

<PAGE>

          (h) No member of the Issuer or officer,  agent or employee thereof is,
     in his or her own name or in the name of a nominee, an officer, director or
     holder  of an  ownership  interest  of  more  than  7-1/2%  in any  person,
     association,  trust, corporation,  partnership or other entity which is, in
     its own  name or in the  name of a  nominee,  a party  to any  contract  or
     agreement upon which the member or officer, agent or employee may be called
     upon to act or vote in connection with the Project.

          (i) No member of the Issuer or officer,  agent or employee thereof is,
     in his or her own name or in the name of a nominee,  a holder of any direct
     or  indirect  interest  (other  than a  prohibited  interest  described  in
     paragraph (e) above) in any contract or agreement  upon which the member or
     officer,  agent or employee may be called upon to act or vote in connection
     with the  Project,  except for direct or  indirect  interests  (other  than
     prohibited  interests),  (i) which such member,  officer, agent or employee
     has  disclosed to the  Secretary of the Issuer prior to the taking of final
     action by the Issuer  with  respect to such  contract or  agreement  in the
     manner  required by 20 ILCS  3505/15,  which  disclosure  has been publicly
     acknowledged by the Issuer and entered upon the minutes of the Issuer,  and
     (ii) as to which the member,  officer, agent or employee has refrained from
     taking the actions described in 20 ILCS 3505/15.

     Section  2.2.  Representations  of  the  Company.  The  Company  makes  the
following  representations  as the basis for the undertakings on its part herein
contained:

          (a) The Company is a corporation duly organized,  validly existing and
     in good standing under the laws of the State of Delaware, is duly qualified
     to do business and is in good standing under the laws of the State, and has
     the power to enter into, and, by proper action, has been duly authorized to
     execute  and  deliver  this  Agreement,  the  Note,  the  Letter  of Credit
     Agreement,  the Remarketing Agreement and the Tax Exemption Certificate and
     Agreement.

          (b) Neither the  execution and delivery of this  Agreement,  the Note,
     the  Letter of Credit  Agreement,  the  Remarketing  Agreement  and the Tax
     Exemption  Certificate and Agreement,  the consummation of the transactions
     contemplated  hereby or thereby,  nor the fulfillment of or compliance with
     the terms and conditions of this Agreement,  the Note, the Letter of Credit
     Agreement,  the Remarketing Agreement and the Tax Exemption Certificate and
     Agreement,  conflicts  with or  results  in a breach  of any of the  terms,
     conditions or provisions of any  restriction or any agreement or instrument
     to which the Company is now a party or by which it is bound, or constitutes
     a  default  under any of the  foregoing,  or  results  in the  creation  or
     imposition of any lien,  charge or encumbrance  whatsoever  upon any of the
     property or assets of the Company or any subsidiary of the Company,  except
     as contemplated by such documents.  No condition  applicable to the Company
     exists which would, upon the execution of this Agreement, with the lapse of
     time or the giving of  notice,  or both,  become an Event of Default  under
     this Agreement.

          (c) The Project  will be acquired and  constructed  through the use of
     the Bond proceeds, and will be located on the Land and within the corporate
     boundaries of the City of Chicago Heights, Cook County, Illinois.

<PAGE>

          (d) The  Company  intends to use the Project in such a manner so as to
     maintain  the status of the Project as a  "project,"  within the meaning of
     the Act, for at least the duration of this Agreement.

          (e) All of the Costs of the Project  were  determined  or estimated in
     accordance with sound engineering and accounting principles.

          (f) The information contained in the written documents relating to the
     Project provided by the Company to the Issuer and Bond Counsel with respect
     to the Bonds is true, correct and complete in all material respects.

          (g) No part of the Project was acquired or  constructed,  and no Costs
     of the Project were  incurred or expended,  on or before  December 20, 2003
     (which is 60 days prior to February 17, 2004).

          (h) No more than 25% of the net  proceeds of the Bonds will be used to
     provide  a  facility,  the  primary  purpose  of which is  retail  food and
     beverage  services  or  automobile  sales or  service or the  provision  of
     recreation or entertainment.

          (i) None of the  proceeds  of the Bonds  will be used to  provide  any
     private or commercial golf course,  country club,  massage  parlor,  tennis
     club,  skating  facility  (including  roller  skating,  skateboard  and ice
     skating),  racquet sports  facility  (including any handball or racquetball
     court), hot tub facility,  suntan facility, race track, airplane, skybox or
     other private luxury box, health club facility, any facility primarily used
     for gambling,  or any store the principal  business of which is the sale of
     alcoholic beverages for consumption off premises,  and none of the proceeds
     of the  Bonds  will be  used  for the  acquisition  of land to be used  for
     farming or industrial park purposes.

          (j) The Company has not  received  the proceeds or the benefits of the
     proceeds,  and  does  not use any  facility  which  was  financed  with the
     proceeds,  of  any  outstanding  tax-exempt  obligations,  other  than  the
     Industrial  Development  Revenue Bonds (CFC  International,  Inc.  Project)
     Series 1996 issued by the Illinois Development Finance Authority (succeeded
     in interest by the Illinois Finance Authority) and currently outstanding in
     the aggregate  principal  amount of  $2,405,000.  The sum of the authorized
     face amount of the Bonds  allocable  to each  test-period  beneficiary  (as
     defined in Section 144(a)(10)(D) of the Code) plus the respective aggregate
     face amount of all tax-exempt private activity bonds presently  outstanding
     which are allocable to each such  test-period  beneficiary  does not exceed
     $40,000,000.

          (k) The Company will comply with the  provisions of Section 148 of the
     Code, and in that connection,  has executed and delivered the Tax Exemption
     Certificate and Agreement.

          (l) The Company will not make any payments, or agreements to pay, to a
     party, other than the United States of America,  an amount that is required
     to be paid to the United States of America under the rebate requirements of
     Section  148(f) of the Code by entering into any  transaction  that reduces
     the rebatable amount because such  transaction  results in a smaller profit
     or a larger loss than would have  resulted if the  transaction  had been at
     arm's  length  and had the yield on the Bonds not been  relevant  to either
     party.  The  Company  will not acquire  with the  proceeds of the Bonds any
     certificate  of  deposit,   investment  contract,  or  any  other  type  of
     investment which does not comply with the provisions of the Code.

<PAGE>

          (m) The information furnished by the Company and used by the Issuer in
     preparing  the Form 8038,  Information  Return for  Private  Activity  Bond
     Issues,  which  has  been  filed by or on  behalf  of the  Issuer  with the
     Internal Revenue Service Center in Ogden, Utah,  pursuant to Section 149(e)
     of the Code,  was true and  complete  as of the date of filing of said Form
     8038.

          (n) The weighted average maturity of the Bonds does not exceed 120% of
     the weighted average estimated  economic life of the components  comprising
     the Project financed with the proceeds of the Bonds, as determined pursuant
     to Section 147(b) of the Code.

          (o)  The  property  comprising  the  Project  constitutes,   and  will
     constitute at all times during the term of this Agreement,  as set forth in
     Section 8.9 hereof,  either land or property of a character  subject to the
     allowance for depreciation under the Code; at least 95% of the net proceeds
     of the Bonds are being used to finance  the cost of such land or  property;
     and all  expenditures for and all Costs of the Project will be charged to a
     capital account for federal income tax purposes,  or would be so chargeable
     either with a proper  election or but for a proper  election to deduct.  In
     estimating  the Costs of the Project,  no amount has been  included  which,
     under the federal income tax laws, was or will be deductible by the Company
     in the  year in  which  it was  paid or  incurred  other  than  through  an
     allowance for depreciation. No portion of the proceeds from the sale of the
     Bonds will be used to  provide  working  capital  or to finance  inventory,
     within the meaning of Section 144(a) of the Code.

          (p) No portion of the  proceeds  of the Bonds is to be used to finance
     the  acquisition of any property (or an interest  therein),  other than (i)
     property the first use of which is pursuant to such  acquisition,  and (ii)
     any building (and any equipment purchased as a part thereof, if any) if the
     "rehabilitation  expenditures,"  as defined in Section  147(d) of the Code,
     with  respect to such  building  equal or exceed 15% of the  portion of the
     cost of acquiring such building  (including such  equipment)  financed with
     the  proceeds  of the Bonds;  and no more than 25% of the  proceeds  of the
     Bonds  will be used to  finance  the  acquisition  of land or any  interest
     therein.

          (q) The  facilities  comprising the Project  constitute  manufacturing
     facilities, within the meaning of Section 144(a)(12) of the Code.

          (r)  The  Project  does  not  consist  of a  portion  of (i) a  single
     building,  (ii) an  enclosed  shopping  mall,  or (iii) a strip of offices,
     stores, or warehouses,  using substantial  common facilities with any other
     portion or portions of such  property  (of which the Project is a part) and
     where any such other portions were or will be financed with qualified bonds
     the  interest on which is exempt from federal  income  taxes under  Section
     103(a) of the Code.

<PAGE>

          (s) The Project will further the public purposes set forth in the Act,
     including  without  limitation  increasing  employment   opportunities  and
     retaining  employment  opportunities in the City of Chicago  Heights,  Cook
     County, Illinois.

          (t) To the best knowledge of the Company, the operation of the Project
     and the  Premises in the manner  presently  contemplated  and as  described
     herein does not and will not  conflict  in any  material  respect  with any
     zoning, water or air pollution or other ordinance, order, law or regulation
     applicable to the Project on the Premises,  as the case may be. The Company
     has caused the  Project to be designed in  accordance  with all  applicable
     federal,   State  and  local  laws  or  ordinances   (including  rules  and
     regulations)   relating   to  zoning,   planning,   building,   safety  and
     environmental quality.

          (u) The Company possesses, and agrees to maintain and obtain, or cause
     to be  maintained  or obtained in the future,  all  necessary  licenses and
     permits,  or rights  thereto,  to operate the  Project and the  Premises as
     presently  proposed to be  operated;  all such  licenses,  permits or other
     approvals  required in connection with the  acquisition,  construction  and
     installation  of the Project and the  operation of the  Premises  have been
     duly  obtained  and are in full  force and  effect  or,  in the  reasonable
     judgment of the  Company,  will be duly  obtained in a timely  fashion such
     that the acquisition, construction and operation of the Project will not be
     materially adversely affected.


                                   ARTICLE III


                  ACQUISITION AND CONSTRUCTION OF THE PROJECT;
                              ISSUANCE OF THE BONDS

     Section  3.1.  Acquisition  and  Construction  of the Project;  Title.  The
Company agrees that it will acquire and construct,  or complete the  acquisition
and construction of, the Project, substantially in accordance with the plans and
specifications therefor prepared by engineers selected by the Company, including
any and all  supplements,  amendments and additions (or  deletions)  thereto (or
therefrom),  which  plans  and  specifications  shall be made  available  to the
Issuer, the Trustee and the Bank on request; provided,  however, that such other
facilities  and  property  contemplated  by  such  supplements,  amendments  and
additions  (or  deletions) to (or from) the plans and  specifications  shall not
materially  impair  the  effective  use  of the  Project  contemplated  by  this
Agreement.

     The  Company  represents  and  warrants  that it has, or on or prior to the
Completion Date will have, acquired good and marketable title to the Land and to
all real estate (or an interest therein) constituting the Premises to enable the
Company to acquire,  construct,  and to use the Project as  contemplated by this
Agreement.  The Company represents and warrants that it has acquired,  or, on or
prior to the Completion  Date, will have acquired,  good and marketable title to
all  property  constituting  the Project and the Premises in order to enable the
Company to use the Project as contemplated by this Agreement.

<PAGE>

     Section 3.2.  Agreement to Issue Bonds;  Application of Bond  Proceeds.  In
order to provide for the  financing  of the Project,  the Issuer  agrees that it
will issue, sell and cause to be delivered to the purchasers thereof,  its Bonds
in the aggregate  principal  amount of $2,000,000  bearing  interest,  maturing,
subject to prior  redemption  and subject to tender for purchase as set forth in
the  Indenture.  The Issuer will thereupon lend the proceeds of the Bonds to the
Company to pay a portion of the Costs of the Project.  The proceeds of the Bonds
shall be disbursed as provided in Section 2.10 of the Indenture.

     Section 3.3.  Disbursements from the Acquisition and Construction Fund. The
Issuer  authorizes and directs the Trustee,  upon compliance with the Indenture,
to disburse the moneys in the Acquisition and Construction  Fund to or on behalf
of the Company for the  following  purposes  and,  subject to the  provisions of
Sections 3.5 and 3.6 hereof and the provisions of the Tax Exemption  Certificate
and Agreement, for no other purposes:

          (a)  Payment  to the  Company  of such  amounts,  if any,  as shall be
     necessary  to  reimburse  the Company in full for all advances and payments
     made by it at any time  prior to or after  the  delivery  of the  Bonds for
     expenditures in connection with the preparation of plans and specifications
     for the Project (including any preliminary study or planning of the Project
     or any  aspect  thereof),  payment to the  Company or its named  payees for
     costs of the  acquisition  and  construction  of the Project,  incurred and
     expended  after  December  20, 2003 (which is 60 days prior to February 17,
     2004).

          (b) Payment or  reimbursement  of any legal,  financial and accounting
     fees and expenses (including fees relating to the Letter of Credit),  costs
     of the execution and filing of any  instruments  and the preparation of all
     other documents in connection  therewith,  and payment or  reimbursement of
     all fees,  costs and expenses for the  preparation of this  Agreement,  the
     Note, the Indenture,  the Letter of Credit Agreement, the Letter of Credit,
     the Remarketing Agreement,  the Tax Exemption Certificate and Agreement and
     the Bonds.

          (c)  Payment or  reimbursement  for  labor,  services,  materials  and
     supplies  used or  furnished in the  acquisition  and  construction  of the
     Project,  all as  provided  in the plans,  specifications  and work  orders
     therefor,  payment or  reimbursement  for the cost of the  construction and
     acquisition of utility services or other facilities and the acquisition and
     installation of all personal  property deemed  necessary in connection with
     the Project  and payment or  reimbursement  for the  miscellaneous  capital
     expenditures incidental to any of the foregoing items.

          (d) Payment or reimbursement  of the fees, if any, for  architectural,
     engineering,  legal,  investment  banking  and  supervisory  services  with
     respect to the Project.

<PAGE>

          (e) To the  extent  not paid by a  contractor  for  construction  with
     respect  to any  part  of the  Project,  payment  or  reimbursement  of the
     premiums on all insurance  required to be taken out and  maintained  during
     the Acquisition and Construction Period, if any.

          (f) Payment of the taxes,  assessments and other charges, if any, that
     may become  payable during the  Acquisition  and  Construction  Period with
     respect to the Project, or reimbursement thereof if paid by the Company.

          (g)  Payment  or  reimbursement  of  expenses  incurred  in seeking to
     enforce any remedy against any supplier,  conveyor,  grantor, contractor or
     subcontractor  in respect of any default  under a contract  relating to the
     Project.

          (h) Payment of the  interest on the Bonds during the  Acquisition  and
     Construction Period.

          (i) Payment of any other costs permitted by the Act.

          (j) All moneys  remaining in the  Acquisition  and  Construction  Fund
     after the Completion Date and after payment or provision for payment of all
     other items  provided  for in the  preceding  subsections  (a) through (i),
     inclusive,  of this Section 3.3,  shall at the  direction of the Company be
     used in accordance with Section 3.4 of this Agreement.

     Notwithstanding  the  foregoing,  in no event  shall the Costs of  Issuance
financed with the proceeds of the Bonds exceed $40,000 (2% of the face amount of
the Bonds).

     Except  as  otherwise  provided  in  the  Tax  Exemption   Certificate  and
Agreement,  each of the payments  referred to in this  Section  3.3,  other than
those payments  referred to in subsection (j) above,  shall be made upon receipt
by the  Trustee  of a  written  requisition  signed  by the  Authorized  Company
Representative,  and  approved in writing by the Bank,  stating  with respect to
each payment to be made: (i) the requisition  number,  (ii) the name and address
of the person,  firm or  corporation to whom payment is due, (iii) the amount to
be paid, (iv) that each obligation mentioned therein has been properly incurred,
is a proper charge against the  Acquisition  and  Construction  Fund and has not
been the basis of any previous  withdrawal,  (v) if such payment is for Costs of
Issuance,  that  such  payment,  together  with all other  payments  of Costs of
Issuance paid for out of Bond proceeds,  does not exceed $40,000,  and (vi) that
the  amount  remaining  in the  Acquisition  and  Construction  Fund  after  the
withdrawal in question is made,  the  reasonable  estimate of investment  income
thereon,  plus funds of the  Company  available  for such  purpose  will,  after
payment  of the  amounts  then  requested,  be  sufficient  to pay  the  cost of
completing the Project. Each such requisition shall be in substantially the same
form as Exhibit D attached to and made a part of this Agreement. The Trustee may
further require that  disbursements  from the Acquisition and Construction  Fund
shall be  effectuated  through a  construction  escrow account on terms commonly
employed with respect to construction projects in the State, or through a system
of lien waiver  examinations,  established with Chicago Title Insurance Company.
The terms of said construction  escrow account or said lien waiver  examinations
may require that disbursements will be made therefrom only upon issuance by said
title insurance  company of an interim  mechanic's lien endorsement to the title
policy   referred  to  in  the  Letter  of  Credit   Agreement,   covering  each
disbursement.  The Company  hereby  agrees to pay any cost involved in effecting
such disbursements  through such construction escrow account or said lien waiver
examinations.

<PAGE>

     Section 3.4.  Establishment  of Completion  Date;  Obligation of Company to
Complete.  The Completion Date shall be evidenced to the Trustee and the Bank by
a certificate signed by the Authorized Company Representative, stating the Costs
of the Project and stating  that (i) the  acquisition  and  construction  of the
Project  has  been  completed   substantially  in  accordance  with  the  plans,
specifications and work orders therefor and all labor,  services,  materials and
supplies used in such acquisition and construction  have been paid for, and (ii)
all other facilities necessary in connection with the Project have been acquired
and  constructed in accordance  with the plans,  specifications  and work orders
therefor,  and all costs and expenses  incurred in connection  therewith  (other
than costs and expenses for which the Company has  withheld  payment)  have been
paid.  If the Company  withholds  the payment of any such cost or expense of the
Project,  the  certificate  shall state the amount of such  withholding  and the
reason therefor.  Notwithstanding the foregoing, such certificate may state that
it is given without prejudice to any rights against third parties which exist at
the date of such certificate or which may subsequently come into being. It shall
be the duty of the  Company to cause such  certificate  to be  furnished  to the
Trustee and the Bank promptly after the Project shall have been completed.

     Within  ten  (10)  days  of  the   delivery  by  the   Authorized   Company
Representative  of the certificate  evidencing the Completion  Date, the Trustee
shall retain in the Acquisition and Construction Fund a sum equal to the amounts
necessary  for  payment of Costs of the  Project not then due and payable or the
liability for which the Company is contesting as set forth in said  certificate.
Any amount not to be retained in the Acquisition and Construction  Fund for such
costs,  and all  amounts so  retained  but not  subsequently  used and for which
notice of such failure of use has been given by the Company to the Trustee,  and
all amounts on deposit in the Acquisition and  Construction  Fund if the Company
determines  that the Project will not be  completed,  shall be segregated by the
Trustee and used by the  Trustee,  at the  direction of the  Authorized  Company
Representative,  within ninety (90) days of the Remedial  Action Date for one of
the  following  purposes:  (a) to redeem Bonds prior to maturity on the earliest
redemption  date permitted by Section 7.4 hereof and the  Indenture,  or, at the
option of the Company,  at an earlier  redemption date, (b) to purchase Bonds on
the open market prior to such  redemption  date  (provided,  that,  if Bonds are
purchased in an amount in excess of the principal  amount  thereof,  the Company
shall pay such excess out of other  funds) for the purpose of  cancellation,  or
(c) for any other  purpose,  provided,  that the  Trustee is  furnished  with an
opinion of Bond  Counsel to the effect that such use is lawful under the Act and
does not  adversely  affect the  exclusion  of interest on any of the Bonds from
gross income of the owners thereof for federal  income tax purposes.  Until used
for  one or  more of the  foregoing  purposes,  such  segregated  amount  may be
invested as permitted by Section 3.5 hereof, but may not be invested, without an
opinion of Bond Counsel to the effect that such  investment  does not  adversely
affect the  exclusion  of interest on any of the Bonds from gross  income of the
owners  thereof  for  federal  income tax  purposes,  to produce a yield on such
amount (computed from the Completion Date and taking into account any investment
of such amount from the  Completion  Date)  greater than the yield on the Bonds,
computed  in  accordance  with  the  applicable  provisions  of the Code and the
Regulations.  The  Issuer  agrees to  cooperate  with the  Trustee  and take all
required action necessary to redeem the Bonds or to accomplish any other purpose
contemplated by this Section 3.4. Notwithstanding the foregoing to the contrary,
the  Company  agrees to comply with  Regulation  1.144-2 to the extent that such
Regulation is applicable to the Bonds.

<PAGE>

     In the event the moneys in the Acquisition and Construction  Fund available
for  payment of the Costs of the  Project  should not be  sufficient  to pay the
costs  thereof  in  full,  the  Company  agrees  to pay  directly  the  costs of
completing the Project as may be in excess of the moneys  available  therefor in
the  Acquisition and  Construction  Fund. The Issuer does not make any warranty,
either  express  or  implied,  that  the  moneys  which  will be paid  into  the
Acquisition  and  Construction  Fund and  which,  under the  provisions  of this
Agreement,  will be  available  for  payment  of a  portion  of the Costs of the
Project,  will be sufficient to pay all the costs which will be incurred in that
connection.  The Company  agrees that if after  exhaustion  of the moneys in the
Acquisition  and  Construction  Fund the  Company  should pay any portion of the
Costs of the Project  pursuant to the  provisions  of this Section 3.4, it shall
not be entitled to any  reimbursement  therefor from the Issuer,  the Trustee or
the Bank,  nor shall it be entitled  to any  diminution  of the amounts  payable
under Section 4.2 hereof or under the Note.

     Section 3.5. Investment of Moneys in the Acquisition and Construction Fund,
the Bond Fund and the Bond Purchase Fund. Except as provided in Section 3.4, any
moneys held as part of the Acquisition and  Construction  Fund shall be invested
or reinvested by the Trustee,  upon the oral direction of the Authorized Company
Representative, promptly confirmed in writing, as provided in Article VII of the
Indenture, to the extent permitted by law, in Investment Obligations. Any moneys
held as a part of the Bond Fund shall be invested or  reinvested  by the Trustee
upon the oral  direction  of the  Authorized  Company  Representative,  promptly
confirmed in writing, as provided in Article VII of the Indenture, to the extent
permitted  by law,  in  Governmental  Obligations.  Any such  securities  may be
purchased at the offering or market price thereof at the time of such  purchase.
The  Trustee  may  make  any and  all  such  investments  through  its own  bond
department.

     The  investments  so purchased  shall be held by the Trustee,  and shall be
deemed at all times a part of the Acquisition and Construction  Fund or the Bond
Fund,  as the case may be,  and the  interest  accruing  thereon  and any profit
realized  therefrom shall be credited to such fund and any net losses  resulting
from such investment shall be charged to such fund and paid by the Company.

     Any moneys held as part of the Bond Purchase Fund shall not be invested.

     Section 3.6. Special Arbitrage Certifications and Covenants. The Issuer and
the  Company  covenant  and  agree  that  so  long  as any  Bonds  shall  remain
outstanding,  moneys on deposit in any fund or  account in  connection  with the
Bonds (whether or not such moneys were derived from the proceeds of the Bonds or
from any other  source)  will not be used in any manner  which  would  cause the
Bonds to be classified as "arbitrage  bonds,"  within the meaning of Section 148
of the Code and the applicable  Regulations,  and further  jointly and severally
covenant  and  agree  to  comply  with  the  requirements  of the Tax  Exemption
Certificate  and  Agreement and of said Section 148 and the  Regulations  and to
execute such  certificates as may be necessary to evidence such  compliance.  To
the  extent of any  inconsistency  between  the Tax  Exemption  Certificate  and
Agreement and this Agreement,  the Tax Exemption Certificate and Agreement shall
control.

<PAGE>

     The Issuer hereby  authorizes  and directs the Company to cause the Trustee
to transfer moneys in the Acquisition and  Construction  Fund to the Rebate Fund
to the extent required under the Tax Exemption Certificate and Agreement.

     Section  3.7. No Warranty by the Issuer.  THE COMPANY  RECOGNIZES  THAT THE
ISSUER HAS NOT MADE AN INSPECTION OF THE PROJECT OR OF ANY FIXTURE OR OTHER ITEM
CONSTITUTING   A  PORTION   THEREOF,   AND  THE  ISSUER  MAKES  NO  WARRANTY  OR
REPRESENTATION, EXPRESS OR IMPLIED OR OTHERWISE, WITH RESPECT TO THE SAME OR THE
LOCATION,  USE, DESCRIPTION,  DESIGN,  MERCHANTABILITY,  FITNESS FOR USE FOR ANY
PARTICULAR  PURPOSE,  CONDITION OR DURABILITY  THEREOF, OR AS TO THE ISSUER'S OR
THE COMPANY'S TITLE THERETO OR OWNERSHIP  THEREOF OR OTHERWISE,  IT BEING AGREED
THAT ALL RISKS INCIDENT THERETO ARE TO BE BORNE BY THE COMPANY.  IN THE EVENT OF
ANY DEFECT OR  DEFICIENCY  OF ANY NATURE IN THE  PROJECT OR ANY FIXTURE OR OTHER
ITEM CONSTITUTING A PORTION THEREOF,  WHETHER PATENT OR LATENT, THE ISSUER SHALL
HAVE NO RESPONSIBILITY OR LIABILITY WITH RESPECT THERETO. THE PROVISIONS OF THIS
SECTION 3.7 HAVE BEEN NEGOTIATED AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND
NEGATION OF ANY WARRANTIES OR REPRESENTATIONS BY THE ISSUER, EXPRESS OR IMPLIED,
WITH RESPECT TO THE PROJECT OR ANY FIXTURE OR OTHER ITEM  CONSTITUTING A PORTION
THEREOF, WHETHER ARISING PURSUANT TO THE UNIFORM COMMERCIAL CODE OF THE STATE OF
ILLINOIS OR ANOTHER LAW NOW OR HEREAFTER IN EFFECT OR OTHERWISE.


                                   ARTICLE IV


                              REPAYMENT PROVISIONS

     Section 4.1. Bond Proceeds. The Issuer covenants and agrees, upon the terms
and conditions of this Agreement, to lend the proceeds received from the sale of
the Bonds to the  Company  in order to  finance  a  portion  of the Costs of the
Project and certain of the Costs of  Issuance.  Pursuant  to said  covenant  and
agreement,  the  Issuer  will  issue  the Bonds  upon the  terms and  conditions
contained in the Indenture and this Agreement, and will lend the proceeds of the
Bonds to the Company by causing  the Bond  proceeds to be applied as provided in
Section 2.10 of the Indenture and Article III of this  Agreement.  Such proceeds
shall be  disbursed by the Trustee to or on behalf of the Company as provided in
Section 3.3 of this Agreement.

<PAGE>

     Section 4.2.  Repayment of the Loan and Payment of Other  Amounts  Payable.
(a) As  evidence  of its  obligation  to repay  the loan made  hereunder  by the
Issuer,  the Company will  initially  issue its Note in the principal  amount of
$2,000,000,  payable in  installments of principal as set forth in the Note. The
Note shall be dated the date of issuance and delivery of the Bonds, shall mature
on July 1 of the years and in the amounts  set forth in the Note,  except as the
provisions   hereinafter  set  forth  with  respect  to  prepayment  may  become
applicable  to the Note.  The  principal  installments  of the Note  shall  bear
interest on the unpaid  principal  amount  thereof  from the date of the Note at
such  rates  equal to the  interest  rates from time to time borne by the Bonds,
calculated on the same basis and to be paid on the same dates as interest on the
Bonds is  calculated  and paid from time to time.  The Note  shall be subject to
prepayment as herein  provided.  Payments of principal of, premium,  if any, and
interest  on the Note  shall be made in  lawful  money of the  United  States of
America  in  Federal  or other  immediately  available  funds  at the  principal
corporate trust office of the Trustee.  The Note shall be in  substantially  the
same form as Exhibit B attached to and made a part of this Agreement. The Issuer
and the Company agree that the Note shall be payable to the Issuer, and shall be
endorsed and pledged by the Issuer to the  Trustee.  The Company  covenants  and
agrees that the payments of principal of,  premium,  if any, and interest on the
Note shall at all times be  sufficient  to enable the Issuer to pay when due the
principal of,  premium,  if any, and interest on the Bonds;  provided,  that the
Excess Amount (as hereinafter defined) held by the Trustee in the Bond Fund on a
payment  date shall be credited  against the payment due on such date;  provided
further,  that, subject to the provisions of the immediately following sentence,
if at any  time the  amount  held by the  Trustee  in the Bond  Fund  should  be
sufficient  (and remain  sufficient)  to pay on the dates required the principal
of,  premium,  if any,  and  interest on the Bonds then  remaining  unpaid,  the
Company shall not be obligated to make any further payments under the provisions
of this Section  4.2(a) or on the Note.  Notwithstanding  the  provisions of the
preceding sentence,  if on any date the Excess Amount held by the Trustee in the
Bond  Fund is  insufficient  to make the then  required  payments  of  principal
(whether  at  maturity or upon  redemption  prior to maturity or  acceleration),
premium,  if any,  and  interest on the Bonds on such date,  the  Company  shall
forthwith  pay such  deficiency.  The term  "Excess  Amount" as of any  interest
payment  date  shall  mean the amount in the Bond Fund on such date in excess of
the  amount  required  for the  payment  of the  principal  of the  Bonds  which
theretofore  have  matured at  maturity  or on a date fixed for  redemption  and
premium,  if any, on such Bonds in all cases where Bonds have not been presented
for payment and paid, or for the payment of interest which has theretofore  come
due in all cases where  interest  checks have not been presented for payment and
paid.

     If the Company shall fail to pay any  installment of principal of, premium,
if any, or interest on the Note or under this Section 4.2(a), the installment so
in default shall continue as an obligation of the Company until the amount so in
default shall have been fully paid,  and the Company agrees to pay the same with
interest thereon until paid (to the extent legally  enforceable) at a rate equal
to the rate borne by the Bonds from time to time from the due date thereof until
paid.

          (b) The  Company  also  agrees to pay,  within  thirty (30) days after
     receipt of a bill therefor,  the reasonable fees and expenses of the Issuer
     incurred in fulfilling its obligations under this Agreement, the Indenture,
     the Remarketing  Agreement and the Tax Exemption Certificate and Agreement,
     including  without  limitation  all fees required by the Act, such fees and
     expenses to be paid directly to the Issuer.

<PAGE>

          (c) The  Company  also  agrees to pay to the  Trustee  (i) the initial
     acceptance  fee of the  Trustee  and  the  costs  and  expenses,  including
     reasonable attorneys' fees and expenses incurred by the Trustee in entering
     into and executing the  Indenture  and the Tax  Exemption  Certificate  and
     Agreement,  and (ii) during the term of this  Agreement (A) an amount equal
     to the annual fee of the Trustee for the ordinary  services of the Trustee,
     as trustee,  rendered and its  reasonable  and ordinary  expenses  incurred
     under  the  Indenture  and the Tax  Exemption  Certificate  and  Agreement,
     including  attorneys'  fees and expenses,  as and when the same become due,
     (B) the reasonable fees,  charges and expenses of the Trustee,  as and when
     the same become due, and (C) the reasonable  fees,  charges and expenses of
     the Trustee for the  necessary  extraordinary  services  rendered by it and
     extraordinary  expenses  incurred  by it under  the  Indenture  and the Tax
     Exemption   Certificate  and  Agreement,   including  attorneys'  fees  and
     expenses, as and when the same become due.

          (d) The Company also agrees to pay all  reasonable  fees,  charges and
     expenses of the Remarketing Agent as set forth in the Remarketing Agreement
     in carrying  out its duties and  obligations  and  performing  its services
     under and pursuant to the Indenture and the Remarketing Agreement.

          (e) In  addition  to the  payments  required to be made by the Company
     pursuant to the foregoing subsections of this Section 4.2 and the Note, the
     Company hereby agrees to pay to the Trustee  amounts  sufficient to pay the
     purchase  price of any Bonds to be  purchased  pursuant  to Section  4.1 or
     Section 4.2 of the  Indenture,  on the  purchase  date of such Bonds as set
     forth in said Section 4.1 or said Section 4.2, as the case may be. All such
     payments  shall be made to the Trustee in lawful money of the United States
     of America in Federal or other immediately available funds at the principal
     corporate  trust office of the Trustee.  Except as required by this Section
     4.2(e),  so long as a Letter of Credit is in effect,  the Company will not,
     directly or indirectly, purchase any Bonds, except Bonds that bear interest
     at a Fixed Rate, with any moneys that do not constitute Available Moneys.

          (f) In the event that the Trustee is  authorized  and directed to draw
     moneys under the Letter of Credit in accordance  with the provisions of the
     Indenture to the extent  necessary to pay the  principal of and interest on
     the Bonds and the purchase price of Bonds tendered or deemed to be tendered
     to the Trustee  for  purchase if and when due,  any moneys  derived  from a
     drawing  under the Letter of Credit shall  constitute a credit  against the
     obligation  of the Company to make  corresponding  payments on the Note and
     under subsections (a) and (e) of this Section 4.2.

          (g) If the date when any of the  payments  required to be made by this
     Section 4.2 is not a Business  Day,  then such  payments may be made on the
     next  Business Day with the same force and effect as if made on the nominal
     due date,  and no interest  shall accrue for the current  interest  payment
     period  after such date,  but shall  accrue for the next  interest  payment
     period, and shall be payable on the next interest payment date.

          (h) The Company shall have, and is hereby granted, the option to elect
     to convert the interest rate borne by the Bonds from the Weekly Rate to the
     Fixed Rate,  pursuant to the  provisions  of Section 2.2 of the  Indenture,
     subject  to the  terms  and  conditions  set  forth in  Section  2.2 of the
     Indenture.

<PAGE>

     Section  4.3.  No  Defense  or   Set-Off--Unconditional   Obligation.   The
obligations  of the Company to make the payments  required in Section 4.2 hereof
and pursuant to the Note and to perform and observe the other  agreements on its
part contained herein shall be absolute and  unconditional,  irrespective of any
defense or any rights of set-off,  recoupment or counterclaim it might otherwise
have  against the Issuer or the  Trustee.  The Company  shall pay net during the
term of this  Agreement  the  payments  to be made  on  account  of the  loan as
prescribed in Section 4.2 hereof and all other payments required  hereunder free
of any deductions and without abatement, diminution or set-off, other than those
herein expressly provided. Until such time as the principal of, premium, if any,
and interest on the Note and the Bonds shall have been fully paid,  or provision
for the payment  thereof shall have been made in accordance  with the Indenture,
the Company:  (i) will not suspend or discontinue  any payments  provided for in
Section  4.2  hereof  or the Note;  (ii) will  perform  and  observe  all of its
covenants  and  agreements  contained  in this  Agreement;  and  (iii)  will not
terminate  this  Agreement  for  any  cause,  including,  without  limiting  the
generality of the foregoing,  the occurrence of any acts or  circumstances  that
may constitute failure of consideration, destruction of or damage to the Project
or the Premises,  commercial  frustration of purpose, any change in the tax laws
of the  United  States  of  America  or the State or any  political  subdivision
thereof,  or any failure of the  Issuer,  the Trustee or the Bank to perform and
observe any agreement,  whether  express or implied,  or any duty,  liability or
obligation arising out of or connected with this Agreement, except to the extent
permitted by this Agreement.

     Section 4.4.  Assignment and Pledge of Issuer's Rights. As security for the
payment  of its Bonds,  the Issuer  will  assign and pledge to the  Trustee  all
right,  title and interest of the Issuer in and to this  Agreement and the Note,
including the right to receive  payments  hereunder and  thereunder  (except the
right to receive payments, if any, under Sections 4.2(b), 5.3 and 6.3 hereof and
the rights to make  determinations and receive notices as herein provided),  and
hereby  directs the Company to make said payments  directly to the Trustee.  The
Company  herewith  assents to such  assignment and pledge and will make payments
directly  to the  Trustee  without  defense or set-off by reason of any  dispute
between the Company and the Issuer, the Trustee or the Bank.

     Section 4.5. Purchase of Bonds Prohibited. So long as a Letter of Credit is
in effect,  the Company shall not,  directly or  indirectly,  purchase any Bonds
with any funds that do not constitute  Available  Moneys,  except as required by
Section 4.2(e) of this Agreement.


                                    ARTICLE V


                        SPECIAL COVENANTS AND AGREEMENTS

     Section 5.1.  Issuer's and Trustee's Right of Access to the Project and the
Premises.  The  Company  agrees  that,  during the term of this  Agreement,  the
Issuer,  the Trustee,  the Bank and their duly authorized  agents shall have the
right during regular business hours,  with reasonable  notice, to enter upon and
to examine and inspect the Project and the Premises. The Company agrees that the
Issuer,  the  Trustee,  the Bank and their duly  authorized  agents  shall have,
subject to such  limitations,  restrictions  and requirements as the Company may
reasonably  prescribe,  including but not limited to the standard  plant visitor
agreement of the Company, such rights of access to the Project and the Premises.

<PAGE>

     Section 5.2. Company to Maintain Its Corporate Existence;  Conditions under
Which  Exceptions  Permitted.  The  Company  agrees that during the term of this
Agreement and so long as any Bond is Outstanding, it will maintain its corporate
existence, will not dissolve or otherwise dispose of all or substantially all of
its assets,  and will not consolidate with or merge into another legal entity or
permit  one or more  legal  entities  to  consolidate  with or  merge  into  it;
provided,  that the Company may, without  violating the agreements  contained in
this Section 5.2,  consolidate  with or merge into another domestic legal entity
(i.e., a legal entity organized and existing under the laws of the United States
of America or any state,  district or  territory  thereof) or permit one or more
other domestic  legal entities to consolidate  with or merge into it, or sell or
otherwise  transfer to another domestic legal entity all or substantially all of
its assets as an  entirety;  provided,  that in the event the Company is not the
surviving, resulting or transferee corporation, that the surviving, resulting or
transferee  legal entity (i) is a domestic  legal entity as  aforesaid;  (ii) is
qualified  to do  business  in the State;  (iii)  assumes in writing  all of the
obligations of the Company under this Agreement,  the Note, the Letter of Credit
Agreement,  the  Remarketing  Agreement  and the Tax Exemption  Certificate  and
Agreement;  (iv) if a Letter  of Credit is not in  effect,  has a  "Consolidated
Tangible  Net Worth"  (after  giving  effect to such  merger,  consolidation  or
transfer)  of not less than the  Consolidated  Tangible Net Worth of the Company
immediately prior to such merger, consolidation or transfer; and (v) delivers to
the  Trustee  an  opinion  of Bond  Counsel  to the  effect  that  such  merger,
consolidation  or  transfer  does not  adversely  affect  the tax  status of the
interest on the Bonds for federal  income tax purposes.  The term  "Consolidated
Tangible  Net Worth," as used in this  Section  5.2,  shall mean the  difference
obtained by  subtracting  total  consolidated  liabilities  of an entity and its
consolidated  subsidiaries,  if any, from total consolidated assets of an entity
and its  consolidated  subsidiaries,  if any, less the  aggregate  amount of any
intangible  assets,  including,   without  limitation,  good  will,  franchises,
licenses, patents, trademarks, trade names, copyrights,  service marks and brand
names.

     Section 5.3.  Indemnification.  (a) The Issuer and its  members,  officers,
agents,  employees,  successors  and  assigns  or  other  elected  or  appointed
officials of the Issuer,  past, present or future  (hereinafter the "Indemnified
Persons")  shall not be liable to the Company for any reason.  The Company shall
defend,  indemnify and hold the Issuer,  the Trustee,  the  Trustee's  officers,
directors  and  employees and the  Indemnified  Persons  harmless from any loss,
claim,  damage, tax, penalty or expense (including  reasonable counsel fees), or
liability  of  any  nature  due  to  any  and  all  suits,  actions,   legal  or
administrative  proceedings,  or claims arising or resulting from, or in any way
connected with: (i) the financing, installation,  operation, use, or maintenance
of the Project, (ii) any act, failure to act, or misrepresentation by any person
in connection  with the issuance,  sale,  delivery or  remarketing of the Bonds,
(iii) the  performance of the Company's  obligations  under the  Agreement,  the
Indenture  or  any  related  agreement,   (iv)  any  act,  failure  to  act,  or
misrepresentation  by the Issuer in connection  with this Agreement or any other
document  involving  the  Issuer  in this  matter,  or (v)  with  the  Trustee's
acceptance  or  administration  of  the  trusts  established   pursuant  to  the
Indenture.  If any suit, action or proceeding is brought against the Issuer, the
Trustee or any  Indemnified  Person,  that suit,  action or proceeding  shall be
defended by legal  counsel to the Issuer,  the  Trustee or the  Company,  as the
Issuer and the Trustee  shall  determine.  If the defense is by legal counsel to
the Issuer or the Trustee,  the Company shall indemnify the Issuer,  the Trustee
and  Indemnified  Persons  for the  reasonable  cost of that  defense  including
reasonable legal counsel fees. If the Issuer or the Trustee  determines that the
Company  shall defend the Issuer,  the Trustee or any  Indemnified  Person,  the
Company  shall  immediately  assume the  defense at their own cost.  Neither the
Issuer nor the Company shall be liable for any settlement of any proceeding made
without  each  of  their  consent  (which  consent  shall  not  be  unreasonably
withheld).

<PAGE>

          (b) The  Company  shall also  indemnify  the  Issuer,  the Trustee and
     Indemnified  Persons  for all  reasonable  costs  and  expenses,  including
     reasonable legal counsel fees, incurred in: (i) enforcing any obligation of
     the Company under this Agreement or any related agreement,  (ii) taking any
     action  requested by the Company,  (iii) taking any action required by this
     Agreement or any related  agreement,  or (iv) taking any action  considered
     necessary  by the Issuer or the  Trustee  and which is  authorized  by this
     Agreement or any related agreement.

          (c) Any  provision  of  this  Agreement  or any  other  instrument  or
     document  executed and  delivered in  connection  therewith to the contrary
     notwithstanding, the Issuer retains the right to (i) enforce any applicable
     federal  or state law or  regulation  or  ordinance  of the Issuer and (ii)
     enforce  any  rights  accorded  the  Issuer  by  federal  or  state  law or
     regulation or ordinance of the Issuer,  and nothing in this Agreement shall
     be construed as an express or implied waiver thereof.

          (d) If the Issuer is to take any action  under this  Agreement  or any
     other  instrument  executed in  connection  herewith for the benefit of the
     Company,  it will do so if and only if (i) the Issuer is a necessary  party
     to any such action or  proceeding,  (ii) the Issuer has  received  specific
     written  direction  from the  Company,  as required  hereunder or under any
     other instrument  executed in connection  herewith,  as to the action to be
     taken by the Issuer and (iii) a written  agreement of  indemnification  and
     payment of costs,  liabilities and expenses  satisfactory to the Issuer has
     been  executed by the Company prior to the taking of any such action by the
     Issuer.

          (e) The  obligations  of the  Company  under  this  Section  5.3 shall
     survive any assignment or termination of this Agreement and the resignation
     or removal of the Trustee.

          (f) The  indemnification  provisions  of this  Section 5.3 shall be in
     addition to, and not in substitution of, the indemnification provisions set
     forth in Section 6 of the Bond Purchase Agreement.

     Section 5.4.  Records and Financial  Statements of Company.  The Issuer and
the Trustee shall be permitted,  upon reasonable prior notice and during regular
business  hours  during  the term of this  Agreement  to  examine  the books and
records of the Company.

     The  Company  agrees,  after the  Conversion  Date,  to furnish the Trustee
within one hundred  twenty (120) days after the close of each fiscal year of the
Company,  with the financial  statements  of the Company,  showing the financial
position of the Company at the close of each such fiscal year and the results of
the  operations  of the  Company  for  each  such  fiscal  year,  audited  by an
independent  certified public accountant selected by the Company for such fiscal
year. The Company  further  agrees,  after the  Conversion  Date, to furnish the
Trustee  within sixty (60) days of the close of each quarter of each fiscal year
of the Company  (other than the fourth  quarter of each such fiscal year),  with
the financial  statements of the Company,  showing the financial position of the
Company at the close of each such quarter  (including year to date  information)
and the results of operations  of the Company for each such  quarter,  signed by
any member of the Company.

<PAGE>

     The Company  further agrees to furnish the Issuer and the Trustee with such
other financial statements and information  concerning the Company as the Issuer
or the Trustee may reasonably require.

     Section 5.5.  Tax-Exempt  Status. The Company covenants with the Issuer and
for and on behalf of the  purchasers  and  owners of the Bonds from time to time
outstanding  that so long as any of the  Bonds  remain  outstanding,  moneys  on
deposit in any fund in  connection  with the Bonds,  whether or not such  moneys
were  derived  from  the  proceeds  of the sale of the  Bonds or from any  other
sources,  will  not be used  in a  manner  which  will  cause  the  Bonds  to be
"arbitrage bonds," within the meaning of Section 148 of the Code, and any lawful
Regulations promulgated thereunder,  as the same exist on this date, or may from
time to time  hereafter be amended,  supplemented  or revised.  The Company also
covenants  for the  benefit of the owners of the Bonds to comply with all of the
provisions of the Tax Exemption Certificate and Agreement.  The Company reserves
the right,  however,  to make any  investment of such moneys  permitted by State
law,  if,  when and to the  extent  that  said  Section  148 or the  Regulations
promulgated  thereunder  shall be  repealed  or relaxed or shall be held void by
final judgment of a court of competent jurisdiction, but only upon receipt of an
opinion of Bond  Counsel with respect to such  investment  that such  investment
will not affect the  exclusion of the interest on the Bonds from gross income of
the owners thereof for federal income tax purposes.

     Neither the Issuer nor the Company shall cause any proceeds of the Bonds to
be  expended,  except  pursuant  to Section  3.3 hereof and the  Indenture.  The
Company  shall not (1)  requisition  or  otherwise  allow any payment out of the
proceeds of the Bonds (i) if such payment is to be used for the  acquisition  of
any property (or an interest  therein)  unless the first use of such property is
pursuant to such  acquisition,  provided that this clause (i) shall not apply to
any building  (and the  equipment  purchased as a part  thereof,  if any) if the
"rehabilitation  expenditures,"  as defined in Section 147(d) of the Code,  with
respect  to the  building  equal or  exceed  15% of the  portion  of the cost of
acquiring the building  (including such equipment) financed with the proceeds of
the Bonds,  (ii) if as a result of such payment,  25% or more of the proceeds of
the Bonds would be considered as having been used directly or indirectly for the
acquisition  of land (or an  interest  therein),  (iii)  if, as a result of such
payment, less than 95% of the net proceeds of the Bonds, expended at the time of
such  requisition  would be  considered as having been used for the costs of the
acquisition, construction,  reconstruction or improvement of land or property of
a character  subject to the  allowance  for  depreciation  within the meaning of
Section  144(a)(1)(A) of the Code for use as a  "manufacturing  facility" within
the meaning of Section  144(a)(12)(C)  of the Code,  or (iv) if such  payment is
used to pay issuance costs (including  attorneys' fees and underwriting fees) in
excess of an amount  equal to two percent  (2%) of the  principal  amount of the
Bonds; (2) take or omit, or permit to be taken or omitted, any other action with
respect to the use of such proceeds the taking or omission of which would result
in the loss of exclusion of interest on the Bonds from gross income for purposes
of  federal  income  taxation;  or (3) take or omit,  or  permit  to be taken or
omitted,  any other action, the taking or omission of which would cause the loss
of such exclusion. Without limiting the generality of the foregoing, the Company
shall  not  permit  (i) more  than 25% of the  proceeds  of the Bonds to be used
directly for the acquisition of land (or an interest  therein) or so that any of
the proceeds of the Bonds are used for the  acquisition  of land (or an interest
therein) to be used for farming purposes;  (ii) more than 25% of the proceeds of
the Bonds to be used to provide any  facility  the  primary  purpose of which is
retail food and beverage services, automobile sales or service, or the provision
of  recreation  or  entertainment,  (iii) any of the proceeds of the Bonds to be
used to provide any  airplane,  skybox or other  private  luxury box, any health
club facility, any facility primarily used for gambling, any store the principal
business  of  which is the  sale of  alcoholic  beverages  for  consumption  off
premises,  any private or commercial golf course,  country club, massage parlor,
tennis club,  skating  facility  (including  roller skating,  skateboard and ice
skating),  racquet  sports  facility  (including  any hand ball or racquet  ball
court), hot tub facility, suntan facility, race track, or single or multi-family
residences. The Company shall not permit the use of the Project by any person to
whom any part of the  aggregate  authorized  face  amount of the Bonds  would be
allocated  pursuant to Section 144(a)(10) of the Code if the amount so allocated
when  increased  as  provided  in Section  144(a)(10)  of the Code would  exceed
$40,000,000.

<PAGE>

     The  Issuer  covenants  that it shall,  prior to or  concurrently  with the
issuance of the Bonds, duly elect to have the provisions of Section 144(a)(4) of
the Code apply to the Bonds,  and such election shall be made in accordance with
the Regulations or applicable  procedures of the Internal Revenue  Service.  The
Company  covenants that it shall furnish to the Issuer  whatever  information is
necessary for the Issuer to make such  election.  The Issuer  covenants  that it
shall file a statement  concerning  the Bonds,  as required  and within the time
period  permitted by Section  149(e) of the Code,  and such  statement  shall be
completed and filed in accordance with the Regulations or applicable  procedures
of the Internal Revenue Service.  The Company covenants that it shall furnish to
the Issuer whatever information is necessary for the Issuer to complete and file
such statement.

     The Company  represents  that (i) the  proceeds of the Bonds are to be used
with respect to  facilities  to be located  within the City of Chicago  Heights,
Cook County,  Illinois,  (ii) on the date of issuance of the Bonds,  the Company
will initially be the only "principal user" of the facilities to be acquired and
constructed with the proceeds of the Bonds, within the meaning of Section 144(a)
of the Code, and the Company presently intends that the Company will be the only
"principal  user" of the  facilities  to be acquired  and  constructed  with the
proceeds of the Bonds,  within the meaning of Section 144(a) of the Code;  (iii)
there are no outstanding  obligations  of any state,  territory or possession of
the United States of America,  or any political  subdivision of the foregoing or
of the  District of Columbia  constituting  "exempt  small  issues,"  within the
meaning of Section 1.103-10 of the Regulations,  the proceeds of which have been
or are to be used  primarily  with respect to facilities  located in the City of
Chicago Heights, Cook County,  Illinois (or outside the City of Chicago Heights,
Cook County, Illinois but "contiguous" thereto or "integrated" therewith, within
the meaning of the  Regulations),  and which were or are to be used primarily by
the Company (including any person related to the Company,  within the meaning of
Section  144(a) of the Code),  other than the Bonds;  and (iv) the Bonds and any
other  obligation  constituting a private  activity bond under Section 141(a) of
the Code will not be sold (A) within  fifteen (15) days prior to the issuance of
the Bonds or within  fifteen (15) days after the issuance of the Bonds,  and (B)
are reasonably expected to be paid out of substantially the same source of funds
as the Bonds.

<PAGE>

     The Company  further  covenants that it shall furnish to the Issuer and the
Trustee  (i) at the  time of the  issuance  of the  Bonds,  a  statement  of the
aggregate  amount  of  capital  expenditures  (other  than  those  to be paid or
reimbursed  out of the  proceeds  of the  Bonds)  made or  incurred  within  the
corporate  limits of the City of Chicago  Heights,  Cook  County,  Illinois,  or
outside  the  corporate  limits of the City of  Chicago  Heights,  Cook  County,
Illinois, but "contiguous" thereto or "integrated" therewith, within the meaning
of the  Regulations)  with  respect to  facilities  of which the  Company or any
related person is a principal user (the "Included Capital  Expenditures") during
the period beginning three (3) years before the date of such issue,  (ii) within
ninety  (90)  days  following  the  close  of each  fiscal  year of the  Company
occurring  within two (2) years after the issuance of the Bonds,  a statement of
the aggregate  amount of Included Capital  Expenditures  made or incurred during
the period beginning with the date of the issuance of the Bonds or the beginning
of the fiscal year for which the statement is made and ending on the last day of
said fiscal year, (iii) within ninety (90) days following the third  anniversary
date of the  issuance  of the Bonds,  a  statement  of the  aggregate  amount of
Included Capital  Expenditures made or incurred during the period beginning with
the fiscal year following the fiscal year for which the last statement was filed
with the Issuer and the Trustee and ending on such  anniversary  date,  and (iv)
within thirty (30) days after the maximum  amount of capital  expenditures  have
been made or incurred  within three (3) years following the date of the issuance
of the Bonds and permitted  under Section  144(a)(4) of the Code, a statement to
that effect.  Each such  statement  shall set forth (A) a  description  of those
capital    expenditures   which   are   capital   expenditures   under   Section
144(a)(4)(A)(ii) of the Code, and shall take into account facilities referred to
in Section 144(a)(4)(B) of the Code in computing such capital expenditures,  and
(B) a description, and the reason for the exclusion, of any capital expenditures
which the Company or any related person has not taken into account under Section
144(a)(4)(C)  of the Code.  This covenant shall survive the  termination of this
Agreement.  The Trustee shall be under no duty to verify any of the  information
provided in this paragraph.

     The  Company   further   covenants  that  it  will  not  make  any  capital
expenditures  which will cause the interest on the Bonds to become includible in
gross income of the owners thereof for Federal  income tax purposes  pursuant to
the provisions of Section 144(a) of the Code. The Company further covenants that
it will not take any  action,  and will not permit any action to be taken  which
would cause the  interest on the Bonds to become  includible  in gross income of
the owners thereof for Federal income tax purposes;  provided,  that the Company
shall not have  violated  this  covenant if the  interest  on the Bonds  becomes
taxable  to any  person who is a  substantial  user of the  Project or a related
person  pursuant to the  provisions of Section  147(a) of the Code or taxable to
any owner for Federal income tax purposes as a preference  item or an adjustment
item in computing any minimum tax.

     The  Company  further  covenants  and  agrees,  so  long as the  Bonds  are
outstanding that it will not sell any portion of the Project to, or enter into a
lease,  sublease  or other  arrangement  for use of all or any  portion  for the
Project with any person who would be a "test period beneficiary" with respect to
the Bonds (including any related person thereto),  within the meaning of Section
144(a)(10)  of the  Code,  or who  would be a  "principal  user" of the  Project
(including any related person thereto),  if such sale, lease,  sublease or other
arrangement would cause the dollar limitations set forth in Section 144(a)(4) or
Section  144(a)(10) of the Code to be exceeded.  The Company  further  covenants
that,  with respect to any lease,  sublease or arrangement for use of all or any
portion of the Project with any person who would be "a test period  beneficiary"
with respect to the Bonds  (including  any related person  thereto),  within the
meaning of Section 144(a)(10) of the Code, or who would be a "principal user" of
the Project  (including any person related  thereto),  it will cause such lease,
sublease  or  arrangement  to  contain a  provision  requiring  the test  period
beneficiary  (or any person  related  thereto) or the  "principal  user" (or any
person  related  thereto),  as the case may be,  to comply  with all  applicable
covenants set forth in this Section 5.5.  Without limiting the generality of the
foregoing, the Company specifically agrees that all purchasers of any portion of
the  Project  who  would  be a test  period  beneficiary  and  all  lessees  and
sublessees  of any  portions of the Project will be required by the terms of the
sale  agreement,  the lease,  the  sublease  or other  arrangement  to file such
statements and cooperate with the Issuer,  the Trustee and the Company to comply
with the requirements of this Section 5.5.

<PAGE>

     The  Company  covenants  and agrees to notify the Trustee and the Issuer of
the  occurrence  of any event of which the  Company  has notice and which  event
would  require  the Company to prepay the  amounts  due  hereunder  because of a
redemption of the Bonds upon a Determination of Taxability.

     The  Company  acknowledges  that  in the  event  of an  examination  by the
Internal  Revenue  Service of the  exclusion  of  interest on the Bonds from the
gross income of the owners thereof for federal  income tax purposes,  the Issuer
is likely to be treated as the "taxpayer" in such examination and agrees that it
will  respond,  and  will  direct  the  Issuer  to  respond,  in a  commercially
reasonable  manner  to any  inquiries  from  the  Internal  Revenue  Service  in
connection with such an examination. The Issuer covenants that it will cooperate
with the Company, at the Company's  reasonable expense (including all reasonable
fees and expenses of Issuer's counsel) and at its direction,  in connection with
such examination.

     On or before  August 25, 2009,  the Company  shall provide to the Trustee a
written certificate of the authorized Company Representative stating that either
(a) no rebate  payments  are then  required  to be made to the United  States of
America  because  of the  existence  of one or more  exceptions  from the rebate
provisions  contained  in  Section  148(f)  of the  Code and the  United  States
Treasury Regulations relating to the tax-exempt bond provisions of the Code (the
"Rebate  Provisions"),  or (b) the  Company  has made (or  caused  to be made) a
calculation  of the amount of rebate owed pursuant to the Rebate  Provisions and
either (i) no rebate was then due and owing with  respect to the Bonds,  or (ii)
rebate  (the  amount of which  shall be  specified)  has been paid to the United
States with respect to the Bonds. The Company  acknowledges that its obligations
under  this  Section  are  supplemental  to,  and not in  lieu  of,  the  Rebate
Provisions set forth in the Tax Agreement.

     Section  5.6.  Insurance.  The Company  agrees to maintain  insurance  with
respect to the  Project and the  Premises  with good and  responsible  insurance
companies  against such hazards and risks as are insured by companies  similarly
situated and operating like properties.

     Section  5.7.  Maintenance  and  Repair.  The  Company  agrees that it will
maintain  the  Project  and the  Premises  in good  repair,  working  order  and
operating  condition,  making from time to time all  needful and proper  repairs
thereto,  renewals and replacements thereof, so that at all times the efficiency
thereof shall be fully preserved and maintained.

<PAGE>

     Section 5.8. Qualification in State. The Company agrees that throughout the
term of this Agreement, it will be qualified to do business in the State.

     Section 5.9.  Letter of Credit.  (a) On or prior to the issuance,  sale and
delivery  of the Bonds to the  purchaser  or  purchasers  thereof,  pursuant  to
Section 2.6 of the Indenture,  the Company hereby covenants and agrees to obtain
and deliver to the  Trustee the  initial,  irrevocable,  transferable  Letter of
Credit to be issued by the Bank in favor of the  Trustee  for the benefit of the
owners from time to time of the Bonds, in substantially the same form as Exhibit
A attached to the Letter of Credit Agreement. The initial Letter of Credit shall
be dated the date of issuance  and  delivery of the Bonds;  shall expire on June
15, 2009, unless otherwise  extended in accordance with the terms and provisions
of  subsection  (b) below and the  Letter of Credit  Agreement;  shall be in the
amount of (i) the  aggregate  principal  amount  of the Bonds (A) to enable  the
Trustee to pay the principal of the Bonds at maturity,  upon redemption prior to
maturity  or  acceleration,  and (B) to enable the Trustee to pay the portion of
the purchase price of Bonds tendered or deemed to be tendered to the Trustee for
purchase,  equal to the aggregate  principal amount of such Bonds,  plus (ii) an
amount equal to the interest to accrue on the Bonds for thirty-five (35) days at
a maximum  rate of twelve  percent  (12%) per annum (A) to enable the Trustee to
pay  interest  accrued  on the Bonds on the dates and in the manner set forth in
the Indenture,  and (B) to enable the Trustee to pay the portion of the purchase
price of Bonds  tendered or deemed to be  tendered to the Trustee for  purchase,
equal to the accrued interest on such Bonds.

<PAGE>

          (b) Except as hereinafter provided, at any time prior to the fifteenth
     Business  Day prior to the interest  payment date on the Bonds  immediately
     preceding the Stated  Termination Date of the Letter of Credit, the Company
     may, at its option but is not required to, provide for the extension of the
     term of the  Letter of Credit or to  deliver  to the  Trustee a  substitute
     Letter of Credit as hereinafter  provided. If the Company chooses to extend
     the term of the  Letter  of  Credit,  then such  extension  shall be to the
     fifteenth day of any calendar  month at least one (1) year after the Stated
     Termination  Date of the existing Letter of Credit,  and (unless the Letter
     of Credit by its terms provides for an extension of its term  automatically
     unless the Trustee is notified to the  contrary)  the Company shall furnish
     proof of such  extension,  in the form of an  amendment  to the  Letter  of
     Credit  evidencing  such  extension,  to the  Trustee  no  later  than  the
     fifteenth  Business  Day prior to the  interest  payment  date on the Bonds
     immediately  preceding the Stated Termination Date of the Letter of Credit.
     In the  event  that the  Letter of  Credit  by its  terms  provides  for an
     extension of its term  automatically  unless the Trustee is notified to the
     contrary, such extensions shall be consistent with the terms and provisions
     set forth  above,  but it shall not be  necessary  to furnish such proof or
     amendment. If the Company chooses to provide a substitute Letter of Credit,
     such substitute  Letter of Credit shall be an irrevocable  letter of credit
     in  substantially  the same form and tenor as the initial Letter of Credit,
     in an amount equal to the outstanding principal amount of the Bonds plus an
     amount  equal  to  the  maximum  interest  to  accrue  on  the  Bonds  then
     outstanding for  thirty-five  (35) days at a maximum rate of twelve percent
     (12%) per annum, with administrative  provisions reasonably satisfactory to
     the Trustee,  but provided to expire on the  fifteenth  day of any calendar
     month at least  one (1)  year  after  the  Stated  Termination  Date of the
     existing Letter of Credit, such substitute Letter of Credit to be issued by
     a commercial bank and delivered to the Trustee on an interest  payment date
     on the Bonds  immediately  preceding  the  Stated  Termination  Date of the
     Letter of Credit;  provided,  that  simultaneously with the delivery of any
     such  substitute  Letter of Credit to the Trustee,  the Company  shall also
     have provided the Trustee with written  evidence from the Bank which issued
     the existing  Letter of Credit that the Company  shall have paid all of its
     obligations  under the  related  Letter of  Credit  Agreement  to such Bank
     (other than any  obligations  with  respect to  reimbursement  for drawings
     under  the  Letter of Credit to  purchase  Bonds  tendered  or deemed to be
     tendered to the Trustee for purchase pursuant to Section 4.1 or Section 4.2
     of the  Indenture,  which  obligations  are not yet due and owing under the
     Letter of Credit Agreement),  and shall have paid all other amounts due and
     owing under the Letter of Credit  Agreement  pursuant to which the existing
     Letter of Credit was issued (except as aforesaid).  Simultaneously with the
     delivery of such  substitute  Letter of Credit to the Trustee,  the Company
     shall also  provide the Trustee  with an opinion of Bond  Counsel that such
     substitute  Letter of Credit is authorized  under this Agreement,  complies
     with the terms hereof, and does not have an adverse effect on the exclusion
     of the  interest on the Bonds from gross  income of the owners  thereof for
     federal income tax purposes. Upon delivery of a substitute Letter of Credit
     and the  foregoing  evidence and  opinion,  the Trustee is  authorized  and
     directed  to  surrender  the  existing  Letter of Credit and to approve the
     cancellation of the existing Letter of Credit. The Company hereby covenants
     and agrees to give the Issuer,  the Trustee,  the Bank and the  Remarketing
     Agent written notice of its intention to deliver any such substitute Letter
     of Credit at least fifteen (15)  Business Days prior to the first  Business
     Day of the month in which the Company  expects to deliver  such  substitute
     Letter of Credit.

          (c) Subject to the provisions of Section 5.9(g) of this Agreement,  if
     the Company elects to exercise its option to cause the interest rate on the
     Bonds to be converted to the Fixed Rate in accordance  with the  provisions
     of  Section  4.2(h)  hereof,  the  Company  may,  at its  option but is not
     required to, provide for the delivery to the Trustee of a substitute Letter
     of Credit with respect to the Bonds. Such substitute Letter of Credit shall
     consist  of an  irrevocable  letter  of  credit  in the  amount  of (i) the
     aggregate  principal  amount of the Bonds  then  outstanding  to enable the
     Trustee to pay the  principal  of such Bonds at maturity,  upon  redemption
     prior to  maturity  or  acceleration,  plus (ii) an  amount  equal to three
     percent  (3%)  of  the  aggregate   principal  amount  of  the  Bonds  then
     outstanding  to pay premium,  plus (iii) an amount equal to the interest to
     accrue on such Bonds then outstanding for 215 days to enable the Trustee to
     pay  interest  accrued  on such  Bonds as it comes  due,  set to  expire or
     terminate one hundred  twenty-four  (124) days after the final  maturity of
     such  Bonds,  and  having  administrative  provisions  satisfactory  to the
     Trustee.  If the Company has elected to deliver such a substitute Letter of
     Credit to the Trustee,  the Company  shall  deliver to the Trustee at least
     forty-five  (45) days prior to the Proposed  Conversion Date an irrevocable
     commitment of a Bank to issue such substitute  Letter of Credit,  and shall
     deliver  such  substitute  Letter of Credit to the Trustee on or before the
     Conversion Date. Simultaneously with the delivery of such substitute Letter
     of Credit to the Trustee,  the Company  shall also provide the Trustee with
     an opinion of Bond  Counsel to the effect  that such  substitute  Letter of
     Credit is authorized  under this Agreement,  complies with the terms hereof
     and does not have an adverse effect on the exclusion of the interest on the
     Bonds  from gross  income of the  owners  thereof  for  federal  income tax
     purposes.

<PAGE>

          (d) At any time  while a Letter of Credit is in  effect,  the  Company
     from time to time may, at its option,  but is not required  to,  deliver to
     the Trustee a substitute  Letter of Credit in substitution for the existing
     Letter of Credit.  The substitute Letter of Credit shall be an irrevocable,
     transferable  letter of credit in substantially  the same form and tenor as
     the existing Letter of Credit with administrative  provisions  satisfactory
     to the Trustee,  provided to expire on the same date as the existing Letter
     of Credit or on the  fifteenth  day of any calendar  month at least one (1)
     year after the Stated  Termination  Date of the existing  Letter of Credit,
     such  substitute  Letter of Credit  to be issued by a  commercial  bank and
     delivered  to the  Trustee  on an  interest  payment  date  on  the  Bonds;
     provided, that simultaneously with the delivery of the substitute Letter of
     Credit to the Trustee,  the Company  shall  furnish to the Trustee  written
     evidence from each Rating Agency by which the Bonds are then rated, if any,
     to the effect that such Rating Agency has reviewed the proposed  substitute
     Letter of  Credit  and that the  substitution  of the  proposed  substitute
     Letter of Credit for the  existing  Letter of Credit  will not,  by itself,
     result in the reduction or  withdrawal of its rating  assigned to the Bonds
     from that which then prevails;  provided further,  that simultaneously with
     the delivery of any such  substitute  Letter of Credit to the Trustee,  the
     Company shall also have provided the Trustee with written evidence from the
     Bank which issued the existing Letter of Credit that the Company shall have
     paid all of its  obligations  under the Letter of Credit  Agreement to such
     Bank (other than any obligations with respect to reimbursement for drawings
     under  the  Letter of Credit to  purchase  Bonds  tendered  or deemed to be
     tendered to the Trustee for purchase pursuant to Section 4.1 or Section 4.2
     of the  Indenture,  which  obligations  are not yet due and owing under the
     Letter of Credit Agreement),  and shall have paid all other amounts due and
     owing under the Letter of Credit  Agreement  pursuant to which the existing
     Letter of Credit was issued (except as aforesaid).  Simultaneously with the
     delivery of such  substitute  Letter of Credit to the Trustee,  the Company
     shall also  provide the Trustee  with an opinion of Bond  Counsel that such
     substitute  Letter of Credit is authorized  under this Agreement,  complies
     with the terms hereof, and does not have an adverse effect on the exclusion
     of the  interest on the Bonds from gross  income of the owners  thereof for
     federal  income tax  purposes.  If the Company shall fail to furnish to the
     Trustee such written  evidence  from each such Rating  Agency,  if any, and
     such Bank and such opinion of Bond Counsel, the Trustee shall not be deemed
     to have received the substitute  Letter of Credit,  and shall not surrender
     the existing  Letter of Credit.  Upon  delivery of a  substitute  Letter of
     Credit and the  foregoing  evidence and opinion,  the Trustee is authorized
     and directed to surrender the existing Letter of Credit. The Company hereby
     covenants  and agrees to give the  Issuer,  the  Trustee,  the Bank and the
     Remarketing  Agent  written  notice of its  intention  to deliver  any such
     substitute  Letter of Credit at least  fifteen (15)  Business Days prior to
     the first Business Day of the month in which the Company expects to deliver
     such substitute Letter of Credit.

          (e) The Company may at its option, but is not required to, provide for
     the delivery to the Trustee of an Alternate  Credit  Facility to supplement
     the Letter of Credit,  to replace the Letter of Credit or to provide credit
     enhancement  if the  Letter  of  Credit  is not  then in  effect.  Any such
     Alternate  Credit  Facility shall be payable to the Trustee for the benefit
     of the  owners  of the  Bonds  and  shall  have  administrative  provisions
     satisfactory  to the Trustee.  Simultaneously  with the delivery of such an
     Alternate  Credit  Facility to the Trustee,  the Company  shall provide the
     Trustee  with an opinion of Bond Counsel to the effect that the delivery of
     such Alternate Credit Facility is authorized under this Agreement, complies
     with the terms hereof and does not have an adverse  effect on the exclusion
     of the  interest on the Bonds from gross  income of the owners  thereof for
     federal  income tax purposes.  The Company  hereby  covenants and agrees to
     give the Issuer,  the Trustee,  the Bank and the Remarketing  Agent written
     notice of its intention to deliver any such  Alternate  Credit  Facility at
     least  fifteen (15)  Business  Days prior to the first  Business Day of the
     month in which  the  Company  expects  to  deliver  such  Alternate  Credit
     Facility.

<PAGE>

          (f) In the event  that the  Letter of Credit is set to expire  and the
     Company  does not  intend to deliver a  substitute  Letter of Credit to the
     Trustee,  the Company shall, on or before the fifteenth  Business Day prior
     to the interest payment date immediately  preceding the Stated  Termination
     Date, give written notice to the Issuer, the Trustee, the Remarketing Agent
     and the Bank that the Company  does not intend to deliver such a substitute
     Letter of Credit to the Trustee prior to the Stated Termination Date.

          (g)  Notwithstanding  any other  provision  of this  Agreement  or the
     Indenture to the  contrary,  upon a Conversion  of the interest rate on the
     Bonds to a Fixed Rate,  no Letter of Credit or  Alternate  Credit  Facility
     shall be in effect after the  Conversion of such interest rate to the Fixed
     Rate unless the Company  delivers to the Trustee an opinion of Bond Counsel
     to the effect that such  maintenance  of such Letter of Credit or Alternate
     Credit  Facility  does not have an adverse  effect on the  exclusion of the
     interest on the Bonds from gross  income of the owners  thereof for federal
     income tax purposes.

     Section 5.10. Compliance with Laws. The Company shall,  throughout the term
of this  Agreement  and at no expense to the  Issuer,  promptly  comply or cause
compliance in all material respects with all laws,  ordinances,  orders,  rules,
regulations and requirements of duly constituted public authorities which may be
applicable to the Project or to the repair and alteration thereof, or to the use
or manner of use of the Project or to the  Company's  and any  lessee's or other
user's operations with respect to the Project,  including but not limited to the
Americans with Disabilities Act, the Illinois  Accessibility  Code, all federal,
state and local environmental and health and safety laws, rules, regulations and
orders applicable to or pertaining to the Project, the Federal Worker Adjustment
and  Retraining  Notification  Act  and,  if  applicable  to  the  Project,  the
Prevailing Wage Act.  Notwithstanding the foregoing,  the Company shall have the
right to contest or cause to be contested the legality or the  applicability  of
such law, ordinance,  order, rule,  regulation or requirement so long as, in the
opinion of counsel  satisfactory  to the Trustee,  such contest shall not in any
way  materially  adversely  affect  or impair  the  obligations  of the  Company
hereunder or any right or interest of the Trustee in, to and under the Indenture
or this Agreement.

     Section 5.11.  Governmental  Regulation.  The Company recognizes and agrees
that this  Agreement  and the  issuance  of the Bonds  pursuant  hereto will not
diminish or limit the  authority of the United States  Environmental  Protection
Agency,  or any other State agency or local governments in performing any of the
powers,  functions and duties vested in such entities by federal and state laws,
and that all  applicable  laws shall be enforced  without regard to ownership of
the  Project;  and that the Company  will not be relieved of any  responsibility
under  any  applicable  federal  or  state  laws or  regulations  pertaining  to
pollution control,  either now, during, or after the acquisition,  construction,
installation, equipping and improvement of the Project.

<PAGE>

     Section 5.12.  Reports on  Employment at the Project.  No later than ninety
(90) days following the Completion Date, the Company shall deliver to the Issuer
a written report (which may be prepared in reliance upon  information  furnished
by  one  or  more  of  the  construction   manager,   general   contractor,   or
subcontractors)  setting  forth in  reasonable  detail the  numbers and types of
workers  employed in the construction of the Project.  Thereafter,  on or before
October 1 in each  calendar  year,  the  Company  shall  deliver to the Issuer a
written report (which may be prepared in reliance upon information  furnished by
any manager at the time  engaged by the  Company  with  respect to the  Project)
setting forth the number of workers, on a  full-time-equivalent  basis, employed
at the Project  during the fiscal  year of the  Company  ended on December 31 of
that calendar year.

     Section 5.13. Indenture Provisions. The Indenture provisions concerning the
Bonds  and the  other  matters  therein  are an  integral  part of the terms and
conditions  of the loan  made by the  Issuer  to the  Company  pursuant  to this
Agreement,  and the  execution of this  Agreement  shall  constitute  conclusive
evidence of approval of the Indenture by the Company to the extent it relates to
the Company.  Additionally,  the Company agrees that,  whenever the Indenture by
its terms imposes a duty or obligation upon the Company, such duty or obligation
shall be binding  upon the  Company to the same  extent as if the Company was an
express party to the  Indenture,  and the Company hereby agrees to carry out and
perform all of their  obligations under the Indenture as fully as if the Company
was a party to the Indenture.

     Section 5.14.  Annual  Certificate.  The Company will furnish to the Issuer
and to the Trustee on or before  January 31 of each year, a  certificate  of the
Company signed by the Authorized Company Representative stating that the Company
has made a review of its activities  during the preceding  calendar year for the
purpose of  determining  whether or not the Company has complied with all of the
terms,  provisions  and  conditions of this  Agreement and the Company has kept,
observed,  performed  and  fulfilled  each and  every  covenant,  provision  and
condition of this Agreement on its part to be performed and is not in default in
the  performance  or  observance of any of the terms,  covenants,  provisions or
conditions  hereof, or if the Company shall be in default such certificate shall
specify all such defaults and the nature thereof.

     Section 5.15. Payment of Taxes. The Company will pay and discharge promptly
all lawful taxes,  assessments and other governmental  charges or levies imposed
upon the Project,  or upon any part  thereof,  as well as all claims of any kind
(including claims for labor,  materials and supplies) which, if unpaid, might by
law become a lien or charge upon the Project;  provided  that the Company  shall
not be required to pay any such tax,  assessment,  charge,  levy or claim (i) if
the amount,  applicability  or validity  thereof shall currently be contested in
good  faith  by  appropriate   proceedings  promptly  initiated  and  diligently
conducted,  (ii) if the  Company  shall  have set  aside on its  books  reserves
(segregated to the extent required by generally accepted accounting  principles)
with respect  thereto  deemed  adequate by the Company,  and (iii) if failure to
make such payment  will not impair the use of the Project by the  Company.  Upon
the written  request of the Issuer,  the Company  agrees to provide  evidence of
payment of any tax, assessment, charge, levy or claim referred to above.

<PAGE>

                                   ARTICLE VI


                         EVENTS OF DEFAULT AND REMEDIES

     Section 6.1. Events of Default.  The occurrence and continuation of any one
of the following shall constitute an Event of Default hereunder:

          (a) failure by the  Company to pay any amounts  required to be paid as
     principal, premium, if any, or interest on the Note or under this Agreement
     on the dates and in the manner specified therein or herein; or

          (b)  failure by the  Company to pay any  amounts  pursuant  to Section
     4.2(e) hereof on the dates and in the manner specified therein; or

          (c)  failure by the  Company  to observe  and  perform  any  covenant,
     condition  or  agreement  on its part to be observed or  performed  in this
     Agreement,  other than as referred to in subsections (a) and (b) above, for
     a period of thirty (30) days after written notice,  specifying such failure
     and requesting that it be remedied,  is given to the Company by the Issuer,
     the Trustee or the Bank,  unless (i) the  Issuer,  the Trustee and the Bank
     shall  agree  in  writing  to an  extension  of  such  time  prior  to  its
     expiration,  or (ii) if the failure is such that it can be  corrected,  but
     not within such  30-day  period,  corrective  action is  instituted  by the
     Company  within such period and  diligently  pursued  until such failure is
     corrected; provided, that such failure is corrected within one (1) year; or

          (d) the dissolution or liquidation of the Company or the filing by the
     Company of a voluntary  petition in  bankruptcy,  or failure by the Company
     promptly  to  lift  any  execution,   garnishment  or  attachment  of  such
     consequence  as  will  impair  its  ability  to  carry  on its  obligations
     hereunder,  or an order for relief under the federal  bankruptcy  laws,  as
     amended from time to time, is entered against the Company, or a petition or
     answer proposing the entry of an order for relief against the Company under
     the  federal  bankruptcy  laws,  as  amended  from  time  to  time,  or its
     reorganization,  arrangement  or debt  readjustment  under any  present  or
     future federal  bankruptcy act or any similar federal or state law shall be
     filed in any court and such  petition  or  answer  shall not be  discharged
     within ninety (90) days after the filing thereof, or the Company shall fail
     generally  to pay its debts as they become  due, or a custodian  (including
     without  limitation  a  receiver,  trustee,  assignee  for the  benefit  of
     creditors  or  liquidator  of the Company)  shall be appointed  for or take
     possession  of all or a  substantial  part of its property and shall not be
     discharged  within  ninety  (90)  days  after  such  appointment  or taking
     possession,   or  the  Company  shall  consent  to  or  acquiesce  in  such
     appointment  or taking  possession,  or  assignment  by the Company for the
     benefit of its creditors,  or the entry by the Company into an agreement of
     composition  with its creditors;  provided,  that the term  "dissolution or
     liquidation of the Company," as used in this  subsection  (d), shall not be
     construed to include the  cessation  of the legal  existence of the Company
     resulting either from a merger or consolidation of the Company into or with
     another  legal  entity  or a  dissolution  or  liquidation  of the  Company
     following  a  transfer  of all or  substantially  all of its  assets  as an
     entirety, under the conditions permitting such actions contained in Section
     5.2 hereof; or

<PAGE>

          (e) any  warranty,  representation  or other  statement  made by or on
     behalf of the Company  contained  herein or in any document or  certificate
     furnished  by the Company in  compliance  with or in reference  hereto,  is
     false or misleading in any material respect; or

          (f) an "event of  default"  shall  occur and be  continuing  under the
     Indenture.

     Section 6.2. Remedies on Default.  Whenever any Event of Default shall have
occurred and be continuing  hereunder,  the Trustee may, with the consent of the
Bank, take any one or more of the following remedial steps:

          (a) The Trustee may exercise any right,  power or remedy  permitted to
     it by law as a holder of the Note,  and shall have in  particular,  without
     limiting the generality of the  foregoing,  the right to declare the entire
     principal and all unpaid  interest  accrued on the Note to the date of such
     declaration and any premium the Company shall have become  obligated to pay
     to be immediately due and payable,  if  concurrently  with or prior to such
     notice the unpaid  principal of and all unpaid accrued interest and premium
     on the Bonds have been declared to be due and payable under the  Indenture,
     and upon such  declaration the Note and the unpaid accrued interest thereon
     and such premium  shall  thereupon  become  forthwith due and payable in an
     amount sufficient to pay the principal of, premium, if any, and interest on
     the Bonds under Section 9.2 of the Indenture,  without presentment,  demand
     or protest,  all of which are hereby  expressly  waived.  The Company shall
     forthwith pay to the Trustee the entire principal of, premium,  if any, and
     interest accrued on the Note.

          The Trustee (or any owner of any Bond) shall waive,  rescind and annul
     such  declaration  and the  consequences  thereof,  when any declaration of
     acceleration on the Bonds has been waived,  rescinded and annulled pursuant
     to and in accordance with Section 9.2 of the Indenture.

          (b) The Issuer or the  Trustee may take  whatever  action at law or in
     equity may appear  necessary or desirable to collect the payments and other
     amounts then due and thereafter to become due or to enforce the performance
     and  observance  of any  obligation,  agreement  or covenant of the Company
     under this Agreement.

     In case the Issuer or the  Trustee  shall  have  proceeded  to enforce  its
rights under this Agreement,  and such proceedings  shall have been discontinued
or  abandoned  for any reason or shall  have been  determined  adversely  to the
Issuer  or the  Trustee,  as the case may be,  then and in every  such  case the
Company,  the Issuer and the  Trustee  shall be restored  respectively  to their
several positions and rights hereunder,  and all rights,  remedies and powers of
the  Company,  the  Issuer  and the  Trustee  shall  continue  as though no such
proceeding had been taken.

<PAGE>

     In case there shall be pending  proceedings  for the  bankruptcy or for the
reorganization  of the Company  under the federal  bankruptcy  laws or any other
applicable  law, or in case a receiver or trustee shall have been  appointed for
the  property  of the  Company,  or in the case of any  other  similar  judicial
proceedings  relative to the  Company,  or to the  creditors  or property of the
Company,  the Trustee shall be entitled and empowered,  by  intervention in such
proceedings  or  otherwise,  to file and prove a claim or  claims  for the whole
amount owing and unpaid  pursuant to this Agreement and the Note and, in case of
any  judicial  proceedings,  to file such  proofs  of claim and other  papers or
documents  as may be  necessary  or advisable in order to have the claims of the
Trustee  allowed in such  judicial  proceedings  relative  to the  Company,  its
creditors  or its  property,  and to  collect  and  receive  any moneys or other
property  payable or deliverable on any such claims,  and to distribute the same
after the deduction of its charges and expenses;  and any receiver,  assignee or
trustee  in  bankruptcy  or  reorganization  is hereby  authorized  to make such
payments  to the  Trustee,  and to pay to  the  Trustee  any  amount  due it for
compensation  and  expenses,  including  reasonable  counsel  fees and  expenses
incurred by it up to the date of such distribution.

     Section 6.3.  Agreement to Pay Attorneys'  Fees and Expenses.  In the event
the Company should default under any of the provisions of this Agreement and the
Issuer or the Trustee  should employ  attorneys or incur other  expenses for the
collection  of  the  payments  due  under  this  Agreement  or the  Note  or the
enforcement  of the  performance or observance of any obligation or agreement on
the part of the Company  herein  contained,  the Company  agrees that it will on
demand  therefor  pay to the  Issuer  or the  Trustee  the  reasonable  fees and
expenses of such attorneys and such other reasonable expenses so incurred by the
Issuer or the Trustee.

     Section  6.4.  No Remedy  Exclusive.  No remedy  herein  conferred  upon or
reserved to the Issuer or the Trustee is intended to be  exclusive  of any other
available remedy or remedies, but each and every such remedy shall be cumulative
and shall be in addition to every other  remedy given under this  Agreement  and
the Indenture or now or hereafter existing at law or in equity or by statute. No
delay or  omission  to exercise  any right or power  accruing  upon any Event of
Default  hereunder shall impair any such right or power or shall be construed to
be a waiver thereof,  but any such right and power may be exercised from time to
time and as often as may be deemed expedient.  In order to entitle the Issuer to
exercise any remedy reserved to it in this Article VI, it shall not be necessary
to give any notice,  other than such notice as may be herein expressly required.
Such rights and remedies as are given the Issuer  hereunder shall also extend to
the Trustee, and the Trustee and the owners from time to time of the Bonds shall
be deemed third party  beneficiaries  of all  covenants  and  agreements  herein
contained.

     Section 6.5. No Additional  Waiver Implied by One Waiver.  In the event any
agreement  contained  in this  Agreement  should be  breached by the Company and
thereafter waived by the Issuer or the Trustee,  such waiver shall be limited to
the  particular  breach  so  waived  and  shall not be deemed to waive any other
breach under this Agreement.

<PAGE>

                                   ARTICLE VII


                               PREPAYMENT OF NOTE

     Section  7.1.   Obligation  to  Prepay  the  Note  upon   Determination  of
Taxability.  Upon the occurrence of a Determination  of Taxability,  the Company
shall have,  and hereby  accepts,  the obligation to prepay the principal of the
Note as a whole,  on any date  within  thirty (30) days of the  occurrence  of a
Determination  of Taxability,  by paying to the Trustee an amount  sufficient to
redeem all of the Bonds pursuant to Section 3.1(b) of the Indenture.  The amount
to be prepaid  pursuant to this Section 7.1 in such event shall be 100% (or 103%
during the Fixed Rate Period) of the then  outstanding  principal  amount of the
Bonds,  plus accrued  interest to the date fixed for redemption.  So long as the
Letter of Credit is in effect, and to the extent that Available Moneys described
in clauses (a) and (b) of Section 6.4 of the Indenture are not on deposit in the
Bond Fund and available to prepay the principal of, premium, if any, and accrued
interest on the Note  payable  under this Section  7.1,  the Trustee  shall,  in
accordance with Section 6.4 of the Indenture,  draw upon the Letter of Credit to
prepay the  principal  of and accrued  interest on the Note  payable  under this
Section 7.1 in accordance with the terms of the Letter of Credit.

     Section 7.2. General Option to Prepay the Note. The Company shall have, and
is hereby granted, the option to prepay the principal of the Note as a whole, or
in part,  by  paying to the  Trustee  an amount  sufficient  to redeem  all or a
portion of the Bonds then  outstanding,  in the manner, at the redemption prices
(including  premium,  if any),  from the sources and on the dates  specified  in
Section 3.1(a) of the Indenture;  provided,  however;  that so long as the Bonds
bear interest at the Weekly Rate and the Letter of Credit is in effect,  no such
prepayment  may occur  without the written  consent of the Bank.  So long as the
Letter of Credit is in effect, and to the extent that Available Moneys described
in clauses (a) and (b) of Section 6.4 of the Indenture are not on deposit in the
Bond Fund and available to prepay the  principal of and accrued  interest on the
Note under this Section 7.2, the Trustee shall,  in accordance  with Section 6.4
of the Indenture,  draw upon the Letter of Credit to prepay the principal of and
accrued  interest on the Note payable under this Section 7.2 in accordance  with
the terms of the Letter of Credit.

     Section 7.3. Option to Prepay the Note in Extraordinary Events. The Company
shall have,  and is hereby  granted,  the option to prepay the  principal of the
Note, on any date, as a whole, and not in part, at a prepayment price of 100% of
the principal amount of the Note then outstanding,  plus accrued interest to the
date  fixed  for  prepayment,  within  one  hundred  eighty  (180)  days  of the
occurrence of any of the following:

          (a) the Project or the  Premises  shall have been damaged or destroyed
     (in whole or in part) by fire or other casualty to such extent that, in the
     opinion of the Company expressed in a certificate filed with the Issuer and
     the Trustee,  it is not  practicable  or  desirable  to rebuild,  repair or
     restore the Project or the Premises, as the case may be, within a period of
     six (6) consecutive months following such damage or destruction, or

          (b) title to, or the temporary use of, all or substantially all of the
     Project or the  Premises  shall have been taken  under the  exercise of the
     power of eminent domain by any  governmental  authority or person,  firm or
     corporation acting under governmental authority (including such a taking or
     takings as results or is likely to result,  in the  opinion of the  Company
     expressed in a  certificate  filed with the Issuer and the Trustee,  in the
     Company being thereby prevented from carrying on their normal operations at
     the  Project or the  Premises,  as the case may be, for a period of six (6)
     consecutive  months or  results  or is likely  to result in  rendering  the
     Project  or the  Premises,  as the case may be,  unsuitable  for use by the
     Company).

<PAGE>

     So long as the  Letter of  Credit  is in  effect,  and to the  extent  that
Available  Moneys  described  in  clauses  (a)  and  (b) of  Section  6.4 of the
Indenture  are not on  deposit  in the Bond Fund and  available  to  prepay  the
principal of,  premium,  if any, and accrued  interest on the Note payable under
this Section  7.3,  the Trustee  shall,  in  accordance  with Section 6.4 of the
Indenture, draw upon the Letter of Credit to prepay the principal of and accrued
interest on the Note payable under this Section 7.3 in accordance with the terms
of the Letter of Credit.

     Section  7.4.  Obligation  to Prepay the Note with Moneys  Remaining in the
Acquisition and  Construction  Fund. The Company shall have, and hereby accepts,
the  obligation  to prepay the principal of the Note in part, on any date within
thirty (30) days after the receipt by the  Trustee of a  completion  certificate
pursuant  to Section 3.4 hereof with moneys  remaining  in the  Acquisition  and
Construction  Fund (other than any moneys  withheld and used to pay Costs of the
Project, as set forth in Section 3.4 hereof). For redemption of a portion of the
principal of the Bonds pursuant to Section  3.1(d) of the Indenture,  the amount
to be prepaid  pursuant  to this  Section 7.4 in any such event shall be 100% of
the principal  amount of the Bonds being redeemed,  plus accrued interest to the
date fixed for redemption.

     Section  7.5.  Obligation  to Prepay the Note for  Mandatory  Sinking  Fund
Redemptions.  The Company  shall have,  and hereby  accepts,  the  obligation to
prepay  the  principal  of the Note in part by paying to the  Trustee  an amount
sufficient  to redeem the portion of the Bonds then  outstanding  and subject to
mandatory  sinking fund redemption  pursuant to Section 3.1(e) of the Indenture,
in the  manner,  at the  redemption  prices  from the  sources  and on the dates
specified in Section 3.1(e) of the Indenture. So long as the Letter of Credit is
in effect,  and to the extent that Available Moneys described in clauses (a) and
(b) of  Section  6.4 of the  Indenture  are not on  deposit in the Bond Fund and
available to prepay the principal of and accrued interest on the Note under this
Section 7.5, the Trustee shall, in accordance with Section 6.4 of the Indenture,
draw upon the Letter of Credit to prepay the  principal of and accrued  interest
on the Note payable under this Section 7.5 in  accordance  with the terms of the
Letter of Credit.

     Section 7.6.  Redemption of the Bonds. To exercise an option granted to the
Company by this  Article  VII,  the  Company  shall give  written  notice to the
Issuer,  the Trustee and the Bank,  which notice shall specify  therein the date
upon which  prepayment of the Note (or a portion  thereof)  will be made,  which
date  shall be not less than  forty-five  (45) days from the date the  notice is
mailed,  except in the case of Section  7.1,  Section 7.4 or Section 7.5 hereof,
and shall  specify that all of the  principal  amount of the Note or a specified
portion thereof is to be so prepaid. The Issuer has directed the Trustee to take
forthwith all steps (other than the payment of the money  required to redeem the
Bonds) necessary under the applicable  provisions of the Indenture to effect the
redemption of the Bonds (or a portion thereof) in amounts equal to the amount of
the principal of the Note so prepaid as provided in this Article VII.

<PAGE>


                                  ARTICLE VIII


                              FINANCING STATEMENTS

     The Company will, at its expense, take all necessary action to maintain and
preserve  the lien and  security  interest of the  Indenture so long as any Bond
remains outstanding.

     The  Company  will,  forthwith  after the  execution  and  delivery  of the
Indenture and thereafter  from time to time,  cause any financing  statements in
respect of the Indenture to be filed, registered and recorded in such manner and
in such places as may be required by law in order to publish notice of and fully
to perfect and protect the lien and security interest created thereby;  and from
time to time will perform or cause to be performed  any other act as provided by
law, and will file or cause to be filed any and all continuation  statements and
further  instruments  that may be required by law to maintain  and  preserve the
lien and security  interest of the Indenture.  Except to the extent it is exempt
therefrom, the Company will pay or cause to be paid all filing, registration and
recording  fees incident to such filing,  registration  and  recording,  and all
expenses  incident to the  preparation,  execution  and  acknowledgment  of such
instruments  of  further  assurance,  and all  federal  or State  fees and other
similar fees,  duties,  imposts,  assessments  and charges  arising out of or in
connection  with the execution  and delivery of the  Indenture,  said  financing
statements and such instruments of further assurance.


                                   ARTICLE IX

                                  MISCELLANEOUS

     Section 9.1.  Notices.  All notices,  certificates or other  communications
shall be  sufficiently  given and shall be  deemed  given  when the same are (i)
deposited  in the  United  States  mail and sent by first  class  mail,  postage
prepaid,  or (ii)  delivered,  in each case, to the parties at the addresses set
forth below or at such other  address as a party may  designate by notice to the
other parties: if to the Issuer, at 233 South Wacker Drive, Suite 4000, Chicago,
Illinois 60606, Attention:  Executive Director, with a copy to the same address,
Attention:  Legal Department;  if to the Company,  at 500 State Street,  Chicago
Heights, Illinois 60411, Attention:  Chief Financial Officer; if to the Trustee,
at 135 South LaSalle Street,  Suite 1960,  Chicago,  Illinois 60603,  Attention:
Corporate  Trust  Department;  if to the  Bank,  at 135  South  LaSalle  Street,
Chicago,  Illinois  60603,  Attention:  Community  Development;  and  if to  the
Remarketing  Agent, at 181 West Madison Street,  Suite 3200,  Chicago,  Illinois
60602-4510,  Attention:  Public  Finance  Department.  A duplicate  copy of each
notice,  certificate or other communication given hereunder by either the Issuer
or the Company to the other shall also be given to the Trustee,  the Remarketing
Agent and the Bank.

     Section  9.2.  Assignments.  This  Agreement  may not be assigned by either
party without the consent of the other and the Trustee and the Bank, except that
the Issuer shall assign and pledge to the Trustee its right,  title and interest
in and to this Agreement as provided by Section 4.4 of this Agreement.

<PAGE>

     Section 9.3. Severability. If any provision of this Agreement shall be held
or deemed to be or shall, in fact, be illegal, inoperative or unenforceable, the
same shall not affect any other  provision  or  provisions  herein  contained or
render the same invalid, inoperative or unenforceable to any extent whatsoever.

     Section   9.4.   Execution  of   Counterparts.   This   Agreement   may  be
simultaneously  executed  in  several  counterparts,  each of which  shall be an
original  and all of which  shall  constitute  but one and the same  instrument;
provided,  however,  that for purposes of perfecting a security interest in this
Agreement by the Trustee under Article 9 of the Uniform  Commercial  Code of the
State, only the counterpart assigned, pledged and delivered to the Trustee shall
be deemed the original.

     Section 9.5. Amounts Remaining in Any Fund or with Trustee. It is agreed by
the parties hereto that after payment in full of (i) the principal of,  premium,
if any, and interest on the Bonds, (ii) the fees,  charges,  and expenses of the
Issuer,  the Trustee and the Remarketing  Agent in accordance  herewith and with
the Indenture and the Remarketing  Agreement (the payment of which fees, charges
and expenses shall be evidenced by a written  certification  of the Company that
it has fully  paid all such fees,  charges  and  expenses),  and (iii) all other
amounts required to be paid under this Agreement,  the Note, the Indenture,  the
Remarketing  Agreement  and the Tax Exemption  Certificate  and  Agreement,  any
amounts  remaining in any fund or account  maintained under this Agreement,  the
Indenture or the Tax Exemption  Certificate and Agreement and not applied to the
principal of, premium,  if any, and interest on the Bonds shall belong to and be
paid to the Company by the  Trustee;  provided,  that if the Trustee  shall have
drawn under the Letter of Credit,  the Trustee shall request a written statement
from the Bank as to whether or not the Bank has been  reimbursed  by the Company
for any and all such  drawings,  and if the Bank has not been  reimbursed by the
Company  for any and all such  drawings  under the Letter of Credit  (other than
reimbursement  for a drawing  under the  Letter  of  Credit  to  purchase  Bonds
tendered  or deemed to be  tendered  for  purchase  pursuant  to Section  4.1 or
Section 4.2 of the Indenture, which reimbursement is not due and owing under the
Letter of Credit Agreement), such amounts remaining in the Bond Fund or the Bond
Purchase Fund shall,  upon written notice from the Bank that the Company has not
reimbursed  the Bank under the Letter of Credit  Agreement  for any such drawing
under the Letter of Credit (which notice shall state the  unreimbursed  amount),
belong to and be paid to the Bank by the  Trustee to the extent that the Company
has not so reimbursed the Bank.

     Section 9.6.  Amendments,  Changes and  Modifications.  Except as otherwise
provided in this Agreement or the Indenture,  subsequent to the initial issuance
of the Bonds and  prior to their  payment  in full,  this  Agreement  may not be
effectively  amended,  changed,  modified,  altered or  terminated  without  the
written  consent of the Trustee,  and,  while the Letter of Credit is in effect,
the Bank.

     Section 9.7. Governing Law. This Agreement shall be governed exclusively by
and construed in accordance with the applicable laws of the State.

<PAGE>

     Section  9.8.  Authorized  Company   Representative.   Whenever  under  the
provisions  of this  Agreement  the  approval  of the Company is required or the
Company  is  required  to take some  action at the  request of the  Issuer,  the
Trustee  or the  Bank,  such  approval  or such  request  shall be given for the
Company by the Authorized  Company  Representative,  and the Issuer, the Trustee
and the Bank shall be  authorized  to act on any such  approval  or request  and
neither party hereto shall have any  complaint  against the other or against the
Trustee or the Bank as a result of any such action taken.

     Section 9.9. Term of This Agreement.  This Agreement shall be in full force
and effect from the date hereof,  and shall continue in effect until the payment
in full of all  principal  of,  premium,  if any, and interest on the Bonds,  or
provision for the payment  thereof shall have been made pursuant to Article VIII
of the Indenture, all fees, charges, indemnities and expenses of the Issuer, the
Trustee and the  Remarketing  Agent have been fully paid or  provision  made for
such payment (the payment of which fees,  charges,  indemnities and expenses and
attorneys'  fees and expenses shall be evidenced by a written  certification  of
the  Company  that it has fully paid all such  fees,  charges,  indemnities  and
expenses)  and  all  other  amounts  due  hereunder  and  under  the  Note,  the
Remarketing  Agreement and the Tax Exemption Certificate and Agreement have been
duly  paid  or   provision   made  for  such   payment.   All   representations,
certifications  and  covenants  by the Company as to all matters  affecting  the
tax-exempt  status of the interest on the Bonds shall survive the termination of
this Agreement.

     Section 9.10. Binding Effect.  This Agreement shall inure to the benefit of
and  shall  be  binding  upon the  Issuer,  the  Company  and  their  respective
successors  and  assigns;  subject,  however,  to the  limitations  contained in
Sections 4.4 and 5.2 of this Agreement.

     Section  9.11.  References  to Bank  and  Letter  of  Credit.  At any  time
subsequent to the Stated  Termination Date (as defined in the Letter of Credit),
but only upon satisfaction of all Reimbursement  Obligations,  all references to
the Bank and the Letter of Credit shall be ineffective.



<PAGE>



     IN WITNESS WHEREOF,  the Issuer has caused this Agreement to be executed in
its name and  attested  by its duly  authorized  officers  and  sealed,  and the
Company has caused this Agreement to be executed in its name and attested by its
duly authorized officers, all as of the date first above written.

                                ILLINOIS FINANCE AUTHORITY

(SEAL)                          By
                                  -----------------------------------
                                  Executive Director
Attest:

--------------------------------
           Secretary

                                 CFC INTERNATIONAL, INC.



                                 By
                                   ----------------------------------
                                  Chairman and Chief Executive Officer


(SEAL)

Attest:

----------------------------------
Vice President and Chief Financial Officer




<PAGE>



     The right, title and interest of the ILLINOIS FINANCE AUTHORITY,  in and to
the  amounts  receivable  hereunder  (except  for the  rights of said City under
Sections 4.2(b),  5.3 and 6.3 hereof and the rights to make  determinations  and
receive  notices as herein  provided)  have been assigned and pledged to LASALLE
BANK NATIONAL ASSOCIATION,  as Trustee, pursuant to the Indenture of Trust dated
as of July 1, 2004, from the ILLINOIS FINANCE  AUTHORITY,  to said Trustee.  For
purposes of Article 9 of the Illinois  Uniform  Commercial Code, the counterpart
of this  Agreement  assigned,  pledged and  delivered to said  Trustee  shall be
deemed the original.


<PAGE>


                                    EXHIBIT A

                             DESCRIPTION OF PROJECT


     The Project consists of the acquisition of approximately  5.7 acres of land
and  an  approximately  57,958  square-foot,   one-story  building  and  related
improvements  and the  construction of improvements to such building,  all to be
located at 385 Joe Orr Road, Chicago Heights, Illinois.



<PAGE>


                                    EXHIBIT B


                             CFC INTERNATIONAL, INC.


                                 PROMISSORY NOTE

     FOR VALUE RECEIVED,  CFC INTERNATIONAL,  INC., a Delaware  corporation (the
"Company"),  hereby  promises  to pay  to the  order  of  the  Illinois  Finance
Authority,  or its successors and assigns (the "Issuer"), in lawful money of the
United States of America in federal or other immediately  available funds at the
principal corporate trust office of LaSalle Bank National Association,  Chicago,
Illinois,  as Trustee  (the  "Trustee"),  the  principal  amount of Two  Million
Dollars  ($2,000,000),  payable  on  July  1,  2024,  except  as the  provisions
hereinafter set forth with respect to prepayment may become  applicable  hereto,
together  with  interest  on the unpaid  principal  amount  hereof from the date
hereof at such rates equal to the interest  rates from time to time borne by the
Bonds (as  hereinafter  defined),  calculated  during the Weekly Rate Period (as
defined in the  Agreement  hereinafter  referred  to) on the basis of a calendar
year  consisting of 365 or 366 days,  as the case may be, and  calculated on the
actual number of days elapsed,  and calculated  during the Fixed Rate Period (as
defined in the  Agreement  hereinafter  referred  to) on the basis of a calendar
year consisting of 360 days of twelve (12) thirty-day months,  payable in lawful
money of the United States of America in Federal or other immediately  available
funds  during said Weekly Rate  Period on  September  1, 2004,  and on the first
Business Day (as defined in said  Agreement) of each calendar month  thereafter,
until the earlier of the date of the  commencement  of said Fixed Rate Period or
the date on which said  principal  amount is paid,  and  during  said Fixed Rate
Period  on the  first  day of the  January  or July  immediately  following  the
commencement  of said  Weekly  Rate  Period or said Fixed Rate Period and on the
first day of each January or July thereafter.

     This  Promissory  Note is issued pursuant to the Loan Agreement dated as of
July 1, 2004 (the "Agreement"),  by and between the Issuer and the Company,  and
is issued in  consideration  of the loan made  thereunder  and to  evidence  the
obligations  of the Company set forth in Section  4.2(a) of the  Agreement.  The
Company  covenants and agrees that the payments of principal hereof and premium,
if any, and interest  hereon will be sufficient to enable the Issuer to pay when
due the principal of, premium,  if any, and interest on its Variable Rate Demand
Industrial  Development  Revenue  Bonds,  Series 2004 (CFC  International,  Inc.
Project) in the aggregate principal amount of $2,000,000 (the "Bonds").

<PAGE>

     Each payment of the  principal  of,  premium,  if any, and interest on this
Promissory  Note  shall at all times be  sufficient  to pay the total  amount of
principal of (whether at maturity or upon  acceleration  or redemption  prior to
maturity),  premium,  if any,  and  interest on the Bonds on the same date.  The
total  payments to be made by the Company  hereunder  shall be sufficient to pay
when  due  the  principal  of  (whether  at  maturity  or upon  acceleration  or
redemption  prior to  maturity)  premium,  if any,  and  interest  on the Bonds;
provided,  that the Excess Amount (as  hereinafter  defined) held by the Trustee
(as defined in the  Agreement) in the Bond Fund (as defined in the Agreement) on
a payment date shall be credited against the payment due on such date;  provided
further,  that, subject to the provisions of the immediately following sentence,
if at any time the  amount  held by the  Trustee  in said  Bond  Fund  should be
sufficient  (and remain  sufficient)  to pay at the times required the principal
of,  premium,  if any,  and  interest on the Bonds then  remaining  unpaid,  the
Company shall not be obligated to make any further payments under the provisions
of  this  Promissory  Note.  Notwithstanding  the  provisions  of the  preceding
sentence, if on any date the Excess Amount held by the Trustee in said Bond Fund
is  insufficient  to make the then  required  payments of principal  (whether at
maturity or upon  redemption  prior to maturity or  acceleration  or otherwise),
premium,  if any,  and  interest on the Bonds on such date,  the  Company  shall
forthwith  pay such  deficiency.  The term  "Excess  Amount" as of any  interest
payment  date  shall mean the amount in said Bond Fund on such date in excess of
the  amount  required  for the  payment  of the  principal  of the  Bonds  which
theretofore  has  matured  at  maturity  or on a date fixed for  redemption  and
premium,  if any, on such Bonds in all cases where Bonds have not been presented
for payment and paid, or for the payment of interest which has theretofore  come
due in all cases where  interest  checks have not been presented for payment and
paid.  Any moneys  derived from a drawing under the Letter of Credit (as defined
in the  Agreement)  shall  constitute  a credit  against the  obligation  of the
Company to make a corresponding payment hereunder, as provided in Section 4.2(f)
of the Agreement.

     This  Promissory  Note is  entitled to the  benefits  and is subject to the
conditions of the Agreement. The obligations of the Company to make the payments
required  hereunder shall be absolute and  unconditional  without any defense or
right of set-off,  counterclaim  or  recoupment  by reason of any default by the
Issuer under the Agreement or under any other agreement  between the Company and
the Issuer or the Trustee,  or out of any  indebtedness or liability at any time
owing to the Company by the Issuer or said Trustee, or for any other reason.

     This  Promissory  Note is  subject to  mandatory  prepayment  and  optional
prepayment as a whole or in part, as provided in Article VII of the Agreement.

     In certain events, on the conditions, in the manner and with the effect set
out in the Agreement,  the principal installments of this Promissory Note may be
declared  due and payable  before the stated  maturity  thereof,  together  with
accrued  interest  thereon.  Reference  is hereby  made to the  Agreement  for a
complete  statement of the terms and conditions  under which the maturity of the
principal installments of this Promissory Note may be accelerated.



<PAGE>



     IN WITNESS WHEREOF,  the Company has caused this Promissory Note to be duly
executed and delivered as of August 26, 2004.

                                    CFC INTERNATIONAL, INC.



                                     By
                                       -----------------------------------
                                       Chairman and Chief Executive Officer


(SEAL)

Attest:

-----------------------------------
Vice President and Chief Financial Officer





<PAGE>


                                   ENDORSEMENT

     Pay,  without  recourse or warranty,  to the order of LaSalle Bank National
Association,  Illinois, as Trustee under the Indenture of Trust dated as of July
1, 2004, from the undersigned to said trustee.

                                      ILLINOIS FINANCE AUTHORITY



                                       By
                                         ----------------------------------
                                                 Executive Director
(SEAL)

Attest:

--------------------------------
           Secretary


<PAGE>



                                    EXHIBIT C
                          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 D


                           REQUISITION NO. ___________

LaSalle Bank National Association, as Trustee
135 South LaSalle Street, Suite 1960
Chicago, Illinois  60603
Attention:  Corporate Trust Department


         Re:               Illinois Finance Authority
                         $2,000,000 Variable Rate Demand
                Industrial Development Revenue Bonds, Series 2004
                        (CFC International, Inc. Project)

Ladies and Gentlemen:

     This  Requisition  No.  ____ is  submitted  pursuant to the  provisions  of
Section 3.3 of a Loan Agreement dated as of July 1, 2004 (the  "Agreement"),  by
and between the Illinois Finance Authority (the "Issuer") and CFC International,
Inc. (the "Company").  The terms used herein have the same meanings as when used
in the Agreement, except where the context otherwise requires.

     The Company hereby requests that on ______________,  the Trustee pay to the
payee(s) listed on the attached  schedule from funds held in the Acquisition and
Construction  Fund the amount  specified in paragraph  (c) below.  In support of
this request, the Company states as follows:

          (a) The cost of the  facilities to which the payment  relates has been
     properly  incurred  and is a proper  charge  against  the  Acquisition  and
     Construction Fund.

          (b) The total amount requested to be paid is $__________________.

          (c) None of the items for which the payment is proposed to be made has
     formed the basis for any payment  heretofore  made from the Acquisition and
     Construction Fund.

          (d) Each of the items for which the  payment is proposed to be made is
     or was necessary or appropriate in connection with the Project.

          (e) After giving effect to this  Requisition,  the amount remaining in
     the  Acquisition  and  Construction   Fund,  the  reasonable   estimate  of
     investment  income  thereon,  and funds of the Company  available  for such
     purpose will be sufficient to pay the cost of completing the Project.

<PAGE>

          (f) After giving effect to this Requisition,  all payments of Costs of
     Issuance paid for out of Bond proceeds does not exceed $40,000.

     In accordance with the provisions of the Agreement,  the Company has caused
this  Requisition to be signed and verified on its behalf by its duly authorized
representative this ______ day of ________________, 20___.

                                   CFC INTERNATIONAL, INC.



                                    By
                                      ------------------------------------
                                       Authorized Company Representative

APPROVED:

LASALLE BANK NATIONAL ASSOCIATION



By_____________________________
  Its____________________________