EX-(4)(C)



 





Exhibit 4c




 





Nordson Corporation




$40,000,000 6.79% Senior Notes, Series A, Due May 15, 2006

$20,000,000 7.11% Senior Notes, Series B, Due May 15, 2008

$30,000,000 7.11% Senior Notes, Series C, Due May 15, 2011

$10,000,000 7.51% Senior Notes, Series D, Due May 15, 2011




Note Purchase Agreement




 






Dated as of May 15, 2001




 
















 









Table of Contents




(Not a part of the Agreement)




	 	 	 	 	 	 
	Section	 	Heading	 	Page
	 
	 	 	 	 	 
	Section 1.
	 	Authorization of Notes	 	 1	 
	 
	 	 	 	 	 
	Section 2.
	 	Sale and Purchase of Notes	 	 2	 
	 
	 	 	 	 	 
	Section 3.
	 	Closing	 	 2	 
	 
	 	 	 	 	 
	Section 4.
	 	Conditions to Closing	 	 2	 
	Section 4.1.
	 	Representations and Warranties	 	2	 
	Section 4.2.
	 	Performance; No Default	 	2	 
	Section 4.3.
	 	Compliance Certificates	 	3	 
	Section 4.4.
	 	Opinions of Counsel	 	3	 
	Section 4.5.
	 	Purchase Permitted By Applicable
Law, Etc.	 	3	 
	Section 4.6.
	 	Sale of Other Notes	 	3	 
	Section 4.7.
	 	Payment of Special Counsel Fees	 	3	 
	Section 4.8.
	 	Private Placement Numbers	 	4	 
	Section 4.9.
	 	Changes in Corporate Structure	 	4	 
	Section 4.10.
	 	Funding Instructions	 	4	 
	Section 4.11.
	 	Proceedings and Documents	 	4	 
	 
	 	 	 	 	 
	Section 5.
	 	Representations and Warranties of the Company	 	 4	 
	 
	 	 	 	 	 
	Section 5.1.
	 	Organization; Power and Authority	 	4	 
	Section 5.2.
	 	Authorization, Etc.	 	5	 
	Section 5.3.
	 	Disclosure	 	5	 
	Section 5.4.
	 	Organization and Ownership of Shares of Subsidiaries; Affiliates	 	5	 
	Section 5.5.
	 	Financial Statements	 	6	 
	Section 5.6.
	 	Compliance with Laws, Other
Instruments, Etc.	 	6	 
	Section 5.7.
	 	Governmental Authorizations, Etc.	 	6	 
	Section 5.8.
	 	Litigation; Observance of Agreements, Statutes and Orders	 	6	 
	Section 5.9.
	 	Taxes	 	7	 
	Section 5.10.
	 	Title to Property; Leases	 	7	 
	Section 5.11.
	 	Licenses, Permits, Etc.	 	7	 
	Section 5.12.
	 	Compliance with ERISA	 	8	 
	Section 5.13.
	 	Private Offering by the Company	 	9	 
	Section 5.14.
	 	Use of Proceeds; Margin Regulations	 	9	 
	Section 5.15.
	 	Existing Debt; Future Liens	 	9	 
	Section 5.16.
	 	Foreign Assets Control Regulations,
Etc.	 	9	 
	Section 5.17.
	 	Status under Certain Statutes	 	9	 






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	Section	 	Heading	 	Page
	 
	 	 	 	 	 
	Section 5.18.
	 	Notes Rank Pari Passu	 	10	 
	Section 5.19.
	 	Environmental Matters	 	10	 
	 
	 	 	 	 	 
	Section 6.
	 	Representations of the Purchaser	 	10	 
	 
	 	 	 	 	 
	Section 6.1.
	 	Purchase for Investment	 	10	 
	Section 6.2.
	 	Source of Funds	 	11	 
	 
	 	 	 	 	 
	Section 7.
	 	Information as to the Company	 	12	 
	 
	 	 	 	 	 
	Section 7.1.
	 	Financial and Business Information	 	12	 
	Section 7.2.
	 	Officer’s Certificate	 	15	 
	Section 7.3.
	 	Inspection	 	16	 
	 
	 	 	 	 	 
	Section 8.
	 	Prepayment of the Notes	 	16	 
	 
	 	 	 	 	 
	Section 8.1.
	 	Required Prepayments	 	16	 
	Section 8.2.
	 	Optional Prepayments with Make-Whole Amount	 	17	 
	Section 8.3.
	 	Prepayment Upon Change of Control	 	17	 
	Section 8.4.
	 	Allocation of Partial Prepayments	 	18	 
	Section 8.5.
	 	Maturity; Surrender, Etc.	 	18	 
	Section 8.6.
	 	Purchase of Notes	 	18	 
	Section 8.7.
	 	Make-Whole Amount	 	18	 
	 
	 	 	 	 	 
	Section 9.
	 	Affirmative Covenants	 	20	 
	 
	 	 	 	 	 
	Section 9.1.
	 	Compliance with Law	 	20	 
	Section 9.2.
	 	Insurance	 	20	 
	Section 9.3.
	 	Maintenance of Properties	 	20	 
	Section 9.4.
	 	Payment of Taxes and Claims	 	20	 
	Section 9.5.
	 	Corporate Existence, Etc.	 	21	 
	Section 9.6.
	 	Nature of Business	 	21	 
	Section 9.7.
	 	Notes to Rank Pari Passu	 	21	 
	Section 9.8.
	 	Guaranty by Subsidiaries	 	21	 
	 
	 	 	 	 	 
	Section 10.
	 	Negative Covenants	 	22	 
	 
	 	 	 	 	 
	Section 10.1.
	 	Consolidated Total Debt	 	22	 
	Section 10.2.
	 	Consolidated Priority Debt	 	22	 
	Section 10.3.
	 	Interest Coverage Ratio	 	22	 
	Section 10.4.
	 	Consolidated Net Worth	 	22	 
	Section 10.5.
	 	Limitation on Liens	 	22	 
	Section 10.6.
	 	Restricted Payments and Restricted Investments	 	24	 
	Section 10.7.
	 	Mergers, Consolidations and Sales of Assets	 	25	 
	Section 10.8.
	 	Transactions with Affiliates	 	27	 
	Section 10.9.
	 	Restrictive Agreements	 	28	 
	Section 10.10.
	 	Significant Subsidiaries	 	28	 
	 
	 	 	 	 	 
	Section 11.
	 	Events of Default	 	29	 






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	Section	 	Heading	 	Page
	 
	 	 	 	 	 
	Section 12.
	 	Remedies on Default, Etc.	 	31	 
	 
	 	 	 	 	 
	Section 12.1.
	 	Acceleration	 	31	 
	Section 12.2.
	 	Other Remedies	 	31	 
	Section 12.3.
	 	Rescission	 	31	 
	Section 12.4.
	 	No Waivers or Election of Remedies,
Expenses, Etc.	 	32	 
	 
	 	 	 	 	 
	Section 13.
	 	Registration; Exchange; Substitution of Notes	 	32	 
	 
	 	 	 	 	 
	Section 13.1.
	 	Registration of Notes	 	32	 
	Section 13.2.
	 	Transfer and Exchange of Notes	 	32	 
	Section 13.3.
	 	Replacement of Notes	 	33	 
	 
	 	 	 	 	 
	Section 14.
	 	Payments on Notes	 	33	 
	 
	 	 	 	 	 
	Section 14.1.
	 	Place of Payment	 	33	 
	Section 14.2.
	 	Home Office Payment	 	33	 
	 
	 	 	 	 	 
	Section 15.
	 	Expenses, Etc.	 	34	 
	Section 15.1.
	 	Transaction Expenses	 	34	 
	Section 15.2.
	 	Survival	 	34	 
	 
	 	 	 	 	 
	Section 16.
	 	Survival of Representations and Warranties; Entire Agreement	 	34	 
	 
	 	 	 	 	 
	Section 17.
	 	Amendment and Waiver	 	35	 
	 
	 	 	 	 	 
	Section 17.1.
	 	Requirements	 	35	 
	Section 17.2.
	 	Solicitation of Holders of Notes	 	35	 
	Section 17.3.
	 	Binding Effect, Etc.	 	35	 
	Section 17.4.
	 	Notes Held by Company, Etc.	 	36	 
	 
	 	 	 	 	 
	Section 18.
	 	Notices	 	36	 
	 
	 	 	 	 	 
	Section 19.
	 	Reproduction of Documents	 	36	 
	 
	 	 	 	 	 
	Section 20.
	 	Confidential Information	 	37	 
	 
	 	 	 	 	 
	Section 21.
	 	Substitution of Purchaser	 	37	 
	 
	 	 	 	 	 
	Section 22.
	 	Miscellaneous	 	38	 
	 
	 	 	 	 	 
	Section 22.1.
	 	Successors and Assigns	 	38	 
	Section 22.2.
	 	Payments Due on Non-Business Days	 	38	 
	Section 22.3.
	 	Severability	 	38	 
	Section 22.4.
	 	Construction	 	38	 






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	Section	 	Heading	 	Page	 
	 
	 	 	 	 	 	 
	Section 22.5.
	 	Counterparts	 	 	38	 
	Section 22.6.
	 	Governing Law	 	 	39	 
	 
	 	 	 	 	 	 
	Signature
	 	 	 	 	40	 






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	Schedule A	 	—
	 	Information Relating To Purchasers
	 	 	 
	 	 
	Schedule B	 	—
	 	Defined Terms
	 	 	 
	 	 
	Schedule 4.9	 	—
	 	Changes in Corporate Structure
	 	 	 
	 	 
	Schedule 5.3	 	—
	 	Disclosure Materials
	 	 	 
	 	 
	Schedule 5.4	 	—
	 	Subsidiaries of the Company and Ownership of Subsidiary Stock
	 	 	 
	 	 
	Schedule 5.5	 	—
	 	Financial Statements
	 	 	 
	 	 
	Schedule 5.8	 	—
	 	Certain Litigation
	 	 	 
	 	 
	Schedule 5.11	 	—
	 	Patents, etc.
	 	 	 
	 	 
	Schedule 5.14	 	—
	 	Use of Proceeds
	 	 	 
	 	 
	Schedule 5.15	 	—
	 	Existing Debt
	 	 	 
	 	 
	Schedule 10.6	 	—
	 	Existing Investments
	 	 	 
	 	 
	Exhibit 1-A	 	—
	 	Form of 6.79% Senior Note, Series A, due May 15, 2006
	 	 	 
	 	 
	Exhibit 1-B	 	—
	 	Form of 7.11% Senior Note, Series B, due May 15, 2008
	 	 	 
	 	 
	Exhibit 1-C	 	—
	 	Form of 7.11% Senior Note, Series C, due May 15, 2011
	 	 	 
	 	 
	Exhibit 1-D	 	—
	 	Form of 7.51% Senior Note, Series D, due May 15, 2011
	 	 	 
	 	 
	Exhibit 4.4(a)	 	—
	 	Form of Opinion of Special Counsel for the Company
	 	 	 
	 	 
	Exhibit 4.4(b)	 	—
	 	Form of Opinion of Special Counsel for the Purchasers







-v-









 








Nordson Corporation

28601 Clemens Road

Westlake, Ohio 44145




$40,000,000 6.79% Senior Notes, Series A, Due May 15, 2006

$20,000,000 7.11% Senior Notes, Series B, Due May 15, 2008

$30,000,000 7.11% Senior Notes, Series C, Due May 15, 2011

$10,000,000 7.51% Senior Notes, Series D, Due May 15, 2011




Dated as of May 15, 2001




To the Purchaser listed in the attached

 Schedule A who is a signatory hereto:




Ladies and Gentlemen:




     Nordson Corporation, an Ohio corporation (the “Company”), agrees with you as follows:



Section 1. Authorization of Notes.




     The Company will authorize the issue and sale of:



     (a) $40,000,000 aggregate principal amount of its 6.79% Senior Notes, Series A, due May
15, 2006 (the “Series A Notes”);



     (b) $20,000,000 aggregate principal amount of its 7.11% Senior Notes, Series B, due May
15, 2008 (the “Series B Notes”);



     (c) $30,000,000 aggregate principal amount of its 7.11% Senior Notes, Series C, due May
15, 2011 (the “Series C Notes”); and



     (d) $10,000,000 aggregate principal amount of its 7.51% Senior Notes, Series D, due May
15, 2011 (the “Series D Notes”).



     The term “Notes” as used in this Agreement shall include the Series A Notes, the Series B Notes,
the Series C Notes and the Series D Notes, such term to include any such notes issued in
substitution therefor pursuant to Section 13 of this Agreement or the Other Agreements (as
hereinafter defined). The Notes shall be substantially in the form set out in Exhibit 1-A, Exhibit
1-B, Exhibit 1-C, and Exhibit 1-D, respectively, with such changes therefrom, if any, as may be
approved by you and the Company. Certain capitalized terms used in this Agreement are defined in
Schedule B; references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a
Schedule or an Exhibit attached to this Agreement.



 









 





Section 2. Sale and Purchase of Notes.




     Subject to the terms and conditions of this Agreement, the Company will issue and sell to you
and you will purchase from the Company, at the Closing provided for in Section 3, Notes in the
principal amount and of the Series specified opposite your name in Schedule A at the purchase price
of 100% of the principal amount thereof. Contemporaneously with entering into this Agreement, the
Company is entering into separate Note Purchase Agreements (the “Other Agreements") identical with
this Agreement with each of the other purchasers named in Schedule A (the “Other Purchasers"),
providing for the sale at such Closing to each of the Other Purchasers of Notes in the principal
amount and of the Series specified opposite its name in Schedule A. Your obligation hereunder, and
the obligations of the Other Purchasers under the Other Agreements, are several and not joint
obligations, and you shall have no obligation under any Other Agreement and no liability to any
Person for the performance or nonperformance by any Other Purchaser thereunder.



Section 3. Closing.




     The sale and purchase of the Notes to be purchased by you and the Other Purchasers shall occur
at the offices of Chapman and Cutler, 111 West Monroe Street, Chicago, Illinois, at 10:00 A.M.
Chicago time, at a closing (the “Closing") on May 17, 2001 or on such other Business Day thereafter
on or prior to May 31, 2001 as may be agreed upon by the Company and you and the Other Purchasers.
At the Closing the Company will deliver to you the Notes to be purchased by you in the form of a
single Note (or such greater number of Notes in denominations of at least $100,000 as you may
request) dated the date of the Closing and registered in your name (or in the name of your
nominee), against delivery by you to the Company or its order of immediately available funds in the
amount of the purchase price therefor by wire transfer of immediately available funds for the
account of the Company to the account specified in the instructions delivered pursuant to Section
4.10 hereof. If at the Closing the Company shall fail to tender such Notes to you as provided
above in this Section 3, or any of the conditions specified in Section 4 shall not have been
fulfilled to your satisfaction, you shall, at your election, be relieved of all further obligations
under this Agreement, without thereby waiving any rights you may have by reason of such failure or
such nonfulfillment.



Section 4. Conditions to Closing.




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



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



     Section 4.2. Performance; No Default. The Company shall have performed and complied with all
agreements and conditions contained in this Agreement required to be performed or complied with by
it prior to or at the Closing, and after giving effect to the issue



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and sale of the Notes (and the application of the proceeds thereof as contemplated by Schedule
5.14), no Default or Event of Default shall have occurred and be continuing. Neither the Company
nor any Subsidiary shall have entered into any transaction since the date of the Memorandum that
would have been prohibited by Sections 10.5, 10.7 or 10.8 hereof had such Sections applied since
such date.



     Section 4.3. Compliance Certificates.



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



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



     Section 4.4. Opinions of Counsel. You shall have received opinions in form and substance
satisfactory to you, dated the date of the Closing (a) from Robert Veillette, Assistant General
Counsel of the Company, and from Thompson Hine LLP, counsel for the Company, covering the matters
set forth in Exhibit 4.4(a) and covering such other matters incident to the transactions
contemplated hereby as you or your counsel may reasonably request (and the Company hereby instructs
its counsel to deliver such opinion to you) and (b) from Chapman and Cutler, your special counsel
in connection with such transactions, substantially in the form set forth in Exhibit 4.4(b) and
covering such other matters incident to such transactions as you may reasonably request.



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



     Section 4.6. Sale of Other Notes. Contemporaneously with the Closing, the Company shall sell
to the Other Purchasers, and the Other Purchasers shall purchase, the Notes to be purchased by them
at the Closing as specified in Schedule A.



     Section 4.7. Payment of Special Counsel Fees. Without limiting the provisions of Section
15.1, the Company shall have paid on or before the Closing the fees, charges and disbursements of
your special counsel referred to in Section 4.4 to the extent reflected in a



-3-









 







statement of such counsel rendered to the Company at least one Business Day prior to the Closing.



     Section 4.8. Private Placement Numbers. Private Placement Numbers issued by Standard & Poor’s
CUSIP Service Bureau (in cooperation with the Securities Valuation Office of the National
Association of Insurance Commissioners) shall have been obtained for each Series of the Notes.



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



     Section 4.10. Funding Instructions. At least three Business Days prior to the date of the
Closing, you shall have received written instructions executed by a Responsible Officer of the
Company directing the manner of the payment of funds and setting forth (i) the name and address of
the transferee bank, (ii) such transferee bank’s ABA number, (iii) the account name and number into
which the purchase price for the Notes is to be deposited, and (iv) the name and telephone number
of the account representative responsible for verifying receipt of such funds.



     Section 4.11. Proceedings and Documents. All corporate and other proceedings in connection
with the transactions contemplated by this Agreement and all documents and instruments incident to
such transactions shall be satisfactory to you and your special counsel, and you and your special
counsel shall have received all such counterpart originals or certified or other copies of such
documents as you or they may reasonably request.



         The obligation of the Company to deliver the Notes hereunder is subject to the condition that
the entire principal amount of the Notes scheduled to be sold on the date of the Closing pursuant
to this Agreement and the Other Agreements shall have been tendered by the Purchasers.



Section 5. Representations and Warranties of the Company.




         The Company represents and warrants to you that:



     Section 5.1. Organization; Power and Authority. The Company is a corporation duly organized,
validly existing and in good standing under the laws of its jurisdiction of incorporation, and is
duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such
qualification is required by law, other than those jurisdictions as to which the failure to be so
qualified or in good standing could not, individually or in the aggregate, reasonably be expected
to have a Material Adverse Effect. The Company has the corporate power and authority to own or
hold under lease the properties it purports to own or hold under lease, to transact the business it
transacts and proposes to transact, to execute and deliver this Agreement and the Other Agreements
and the Notes and to perform the provisions hereof and thereof.



-4-









 





     Section 5.2. Authorization, Etc. This Agreement, the Other Agreements and the Notes have been
duly authorized by all necessary corporate action on the part of the Company, and this Agreement
constitutes, and upon execution and delivery thereof each Note will constitute, a legal, valid and
binding obligation of the Company enforceable against the Company in accordance with its terms,
except as such enforceability may be limited by (a) applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights
generally and (b) general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law).



     Section 5.3. Disclosure. The Company, through its agent, Wachovia Securities, Inc., has
delivered to you and each Other Purchaser a copy of a Private Placement Memorandum, dated April,
2001 (the “Memorandum"), relating to the transactions contemplated hereby. The Memorandum fairly
describes, in all material respects, the general nature of the business and principal properties of
the Company and its Subsidiaries. Except as disclosed in Schedule 5.3, this Agreement, the
Memorandum, and the documents, certificates or other writings delivered to you by or on behalf of
the Company in connection with the transactions contemplated hereby and the financial statements
listed in Schedule 5.5, taken as a whole, do not contain any untrue statement of a material fact or
omit to state any material fact necessary to make the statements therein not misleading in light of
the circumstances under which they were made. Except as disclosed in the Memorandum or as
expressly described in Schedule 5.3, or in one of the documents, certificates or other writings
identified therein, or in the financial statements listed in Schedule 5.5, since October 29, 2000,
there has been no change in the financial condition, operations, business, properties or prospects
of the Company or any Subsidiary except changes that individually or in the aggregate could not
reasonably be expected to have a Material Adverse Effect. There is no fact known to the Company
(separate from general economic conditions applicable to U.S. business enterprises on the whole)
that could reasonably be expected to have a Material Adverse Effect that has not been set forth
herein or in the Memorandum or in the other documents, certificates and other writings delivered to
you by or on behalf of the Company specifically for use in connection with the transactions
contemplated hereby.



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



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



     (c) Each Subsidiary identified in Schedule 5.4 is a corporation or other legal entity duly
organized, validly existing and in good standing under the laws of its jurisdiction of
organization, and is duly qualified as a foreign corporation or other legal entity and is in good
standing in each



-5-









 







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



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



     Section 5.5. Financial Statements. The Company has delivered to each Purchaser copies of the
financial statements of the Company and its Subsidiaries listed on Schedule 5.5. All of said
financial statements (including in each case the related schedules and notes) fairly present in all
material respects the consolidated financial position of the Company and its Subsidiaries as of the
respective dates specified in such financial statements and the consolidated results of their
operations and cash flows for the respective periods so specified and have been prepared in
accordance with GAAP consistently applied throughout the periods involved except as set forth in
the notes thereto (subject, in the case of any interim financial statements, to normal year-end
adjustments).



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



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



     Section 5.8. Litigation; Observance of Agreements, Statutes and Orders. (a) Except as
disclosed in Schedule 5.8, there are no actions, suits or proceedings pending or, to the knowledge
of the Company, threatened against or affecting the Company or any Subsidiary or any property of
the Company or any Subsidiary in any court or before any arbitrator of any kind or before or by any
Governmental Authority that, individually or in the aggregate, could reasonably be expected to have
a Material Adverse Effect.



-6-









 





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



     Section 5.9. Taxes. The Company and its Subsidiaries have filed all tax returns that are
required to have been filed in any jurisdiction, and have paid all taxes shown to be due and
payable on such returns and all other taxes and assessments levied upon them or their properties,
assets, income or franchises, to the extent such taxes and assessments have become due and payable
and before they have become delinquent, except for any taxes and assessments (a) the amount of
which is not individually or in the aggregate Material or (b) the amount, applicability or validity
of which is currently being contested in good faith by appropriate proceedings and with respect to
which the Company or a Subsidiary, as the case may be, has established adequate reserves in
accordance with GAAP. The Company knows of no basis for any other tax or assessment that relates to
periods ending on or before the date of this Agreement that could reasonably be expected to have a
Material Adverse Effect and knows of no proposed tax or assessment for subsequent periods that
could reasonably be expected to result in a Material increase in the tax liability of the Company
and its Subsidiaries. The charges, accruals and reserves on the books of the Company and its
Subsidiaries in respect of Federal, state or other taxes for all fiscal periods are in all Material
respects adequate. The Federal income tax liabilities of the Company and its Subsidiaries have
been determined by the Internal Revenue Service and paid for all fiscal years up to and including
the fiscal year ended November 2, 1997.



     Section 5.10. Title to Property; Leases. The Company and its Subsidiaries have good and
sufficient title to their respective properties that individually or in the aggregate are Material,
including all such properties reflected in the most recent audited balance sheet referred to in
Section 5.5 or purported to have been acquired by the Company or any Subsidiary after said date
(except as sold or otherwise disposed of in the ordinary course of business), in each case free and
clear of Liens prohibited by this Agreement. All leases that individually or in the aggregate are
Material are valid and subsisting and are in full force and effect in all material respects.



     Section 5.11. Licenses, Permits, Etc. Except as disclosed in Schedule 5.11,




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




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



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     (c) to the best knowledge of the Company, there is no Material violation by any Person
of any right of the Company or any of its Subsidiaries with respect to any patent,
copyright, service mark, trademark, trade name or other right owned or used by the Company
or any of its Subsidiaries.



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



     (b) The present value of the aggregate benefit liabilities under the Plans (other than
Multiemployer Plans), determined as of the end of the most recently ended plan year of such Plans
on the basis of the actuarial assumptions specified for funding purposes in the most recent
actuarial valuation report for such Plans, did not exceed the aggregate current value of the assets
of such Plans allocable to such benefit liabilities, except to the extent set forth in Footnote 3
to the Company’s consolidated financial statements for the fiscal year ended October 29, 2000. The
term “benefit liabilities” has the meaning specified in Section 4001 of ERISA and the terms
“current value” and “present value” have the meaning specified in Section 3 of ERISA.



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



     (d) Except as disclosed in Footnote 3 to the Company’s consolidated financial statements for
the fiscal year ending October 29, 2000, the expected post-retirement benefit obligation
(determined as of the last day of the Company’s most recently ended fiscal year in accordance with
Financial Accounting Standards Board Statement No. 106, without regard to liabilities attributable
to continuation coverage mandated by Section 4980B of the Code) of the Company and its Subsidiaries
is not Material.



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



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     Section 5.13. Private Offering by the Company. Neither the Company nor anyone acting on its
behalf has offered the Notes or any similar securities for sale to, or solicited any offer to buy
any of the same from, or otherwise approached or negotiated in respect thereof with, any Person
other than you, the Other Purchasers and not more than 75 other Institutional Investors, each of
which has been offered the Notes at a private sale for investment. Neither the Company nor anyone
acting on its behalf has taken, or will take, any action that would subject the issuance or sale of
the Notes to the registration requirements of Section 5 of the Securities Act.



     Section 5.14. Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the
sale of the Notes as set forth in Schedule 5.14. No part of the proceeds from the sale of the
Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying any
margin stock within the meaning of Regulation U of the Board of Governors of the Federal Reserve
System (12 CFR 221), or for the purpose of buying or carrying or trading in any securities under
such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR
224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220).
Margin stock does not constitute more than 1% of the value of the consolidated assets of the
Company and its Subsidiaries and the Company does not have any present intention that margin stock
will constitute more than 1% of the value of such assets. As used in this Section, the terms
“margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said
Regulation U.



     Section 5.15. Existing Debt; Future Liens. (a) Schedule 5.15 sets forth a complete and
correct list of all Capital Leases as of February 28, 2001 and all other outstanding Debt of the
Company as of May 17, 2001 and of its Subsidiaries as of the date of April 30, 2001, since which
dates, respectively, there has been no Material change in the amounts, interest rates, sinking
funds, installment payments or maturities of the Debt of the Company or its Subsidiaries. Neither
the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in
the payment of any principal or interest on any Debt of the Company or such Subsidiary and no event
or condition exists with respect to any Debt of the Company or any Subsidiary that would permit (or
that with notice or the lapse of time, or both, would permit) one or more Persons to cause such
Debt to become due and payable before its stated maturity or before its regularly scheduled dates
of payment.



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



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



     Section 5.17. Status under Certain Statutes. Neither the Company nor any Subsidiary is an
“investment company” registered or required to be registered subject to regulation under the



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Investment Company Act of 1940, as amended, or is subject to regulation under the Public Utility
Holding Company Act of 1935, as amended, the ICC Termination Act of 1995, as amended, or the
Federal Power Act, as amended.



     Section 5.18. Notes Rank Pari Passu. The obligations of the Company under this Agreement and
the Notes rank at least pari passu in right of payment with all other senior unsecured Debt
(actual or contingent) of the Company, including, without limitation, all senior unsecured Debt of
the Company described in Schedule 5.15 hereto.



     Section 5.19. Environmental Matters. Neither the Company nor any Subsidiary has knowledge of
any claim or has received any notice of any claim, and no proceeding has been instituted raising
any claim against the Company or any of its Subsidiaries or any of their respective real properties
now or formerly owned, leased or operated by any of them or other assets, alleging any damage to
the environment or violation of any Environmental Laws, except, in each case, such as could not
reasonably be expected to result in a Material Adverse Effect. Except as otherwise disclosed to
you in writing:




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




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




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



Section 6. Representations of the Purchaser.




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



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represent that you are, or any such pension or trust fund is, an “accredited investor,” as defined
in Rule 501 under the Securities Act.



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




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




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




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




     (d) the Source is a governmental plan; or




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



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



     If you or any subsequent transferee of the Notes indicates that you or such transferee are
relying on any representation contained in paragraph (b), (c) or (e) above, you or such transferee
shall provide written notice to the company of such fact, identifying the information required by
paragraphs (b), (c) or (e) above, as applicable. The Company shall deliver on the date of Closing
and on the date of any applicable transfer a certificate, which shall either state that (i) it is
neither a party in interest nor a “disqualified person” (as defined in section 4975(e)(2) of the
Internal Revenue Code of 1986, as amended), with respect to any plan identified pursuant to
paragraphs (b) or (e) above, or (ii) with respect to any plan, identified pursuant to paragraph (c)
above, neither it nor any “affiliate” (as defined in Section V(c) of the QPAM Exemption) has at
such time, and during the immediately preceding one year, exercised the authority to appoint or
terminate said QPAM as manager of any plan identified in writing pursuant to paragraph (c) above or
to negotiate the terms of said QPAM’s management agreement on behalf of any such identified plan;
provided, however, that if the Company is, in fact, such a party in interest or “disqualified
person”, or if it has exercised such authority, then, in lieu of such certificate, the Company
shall promptly notify you or such transferee of such fact prior to the date of Closing or the
applicable transfer date so that you or such transferee may identify an alternative Source. As
used in this Section 6.2, the terms “employee benefit plan”, “governmental plan”, “party in
interest” and “separate account” shall have the respective meanings assigned to such terms in
Section 3 of ERISA.



Section 7. Information as to the Company.




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




     (a) Quarterly Statements — within 60 days after the end of each quarterly fiscal period
in each fiscal year of the Company, other than the last quarterly fiscal period of each such
fiscal year (and, in any event, concurrently with the delivery to the lenders under the
Credit Agreement), duplicate copies of:




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




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


setting forth in each case in comparative form the figures for the corresponding periods in the
previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to
quarterly financial statements generally, and certified by a Senior Financial Officer as fairly
presenting, in all material respects, the consolidated financial position of the companies being
reported on and their consolidated results of operations and cash flows, subject to changes


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resulting from year-end adjustments; provided that delivery within the time period specified above
of copies of the Company’s Quarterly Report on Form 10-Q prepared in compliance with the
requirements therefor and filed with the Securities and Exchange Commission shall be deemed to
satisfy the requirements of this Section 7.1(a);





          (b) Annual Statements — within 105 days after the end of each fiscal year of the
Company (and, in any event, concurrently with the delivery to the lenders under the Credit
Agreement), duplicate copies of,




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




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




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




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




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


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


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 Exchange Commission, together with the accountant’s certificate described in clause (2)
above, shall be deemed to satisfy the requirements of this Section 7.1(b);




     (c) SEC and Other Reports — promptly upon their becoming available, one copy of (i)
each financial statement, report, notice or proxy statement sent by the Company or any
Subsidiary to public securities holders generally, and (ii) each regular or periodic report,
each registration statement that shall have become effective (without exhibits except as
expressly requested by such holder), and each final prospectus and all amendments thereto
filed by the Company or any Subsidiary with the Securities and Exchange Commission (other
than filings with respect to offerings of securities under employee benefit plans,
registration statements with respect to sales of securities of the Company by Persons other
than the Company, and filings with respect to dividend reinvestment plans) and of all press
releases and other statements made available generally by the Company or any Subsidiary to
the public concerning developments that are Material;



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



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




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




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




     (iii) any event, transaction or condition that could result in the incurrence
of any liability by the Company or any ERISA Affiliate pursuant to Title I or IV of
ERISA or the penalty or excise tax provisions of the Code relating to employee
benefit plans, or in the imposition of any Lien on any of the rights, properties or
assets of the Company or any ERISA Affiliate pursuant to Title I or



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IV of ERISA or such penalty or excise tax provisions, if such liability or Lien,
taken together with any other such liabilities or Liens then existing, could
reasonably be expected to have a Material Adverse Effect;




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




     (g) Requested Information — with reasonable promptness, such other data and information
relating to the business, operations, affairs, financial condition, assets or properties of
the Company or any of its Subsidiaries or relating to the ability of the Company to perform
its obligations hereunder and under the Notes as from time to time may be reasonably
requested by any such holder of Notes, including without limitation (i) such information as
is required by SEC Rule 144A under the Securities Act to be delivered to the prospective
transferee of the Notes and (ii) copies of annual pro forma projections of the Company and
its Subsidiaries, if prepared for the Banks under the Credit Agreement.



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




     (a) Covenant Compliance — the information (including detailed calculations) required in
order to establish whether the Company was in compliance with the requirements of Section
10.1 through Section 10.7 hereof, inclusive, during the quarterly or annual period covered
by the statements then being furnished (including with respect to each such Section, where
applicable, the calculations of the maximum or minimum amount, ratio or percentage, as the
case may be, permissible under the terms of such Sections, and the calculation of the
amount, ratio or percentage then in existence);




     (b) Significant Subsidiaries — a list of the Company’s Significant Subsidiaries and the
information (including detailed calculations) required in order to establish whether the
Company was in compliance with the requirements of Section 10.10 during the quarterly or
annual period covered by the statements then being furnished; and




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



-15-









 






Subsidiary to comply with any Environmental Law), specifying the nature and period of
existence thereof and what action the Company shall have taken or proposes to take with
respect thereto.



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




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




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



Section 8. Prepayment of the Notes.




     Section 8.1. Required Prepayments.



     (a) Series A Notes. On May 15, 2006, the entire principal amount of the Series A Notes,
together with accrued and unpaid interest thereon, shall become due and payable.



     (b) Series B Notes. On May 15, 2008, the entire principal amount of the Series B Notes,
together with accrued and unpaid interest thereon, shall become due and payable.



     (c) Series C Notes. The Company agrees that on each May 15, beginning May 15, 2005, it will
prepay and apply and there shall become due and payable on the principal Debt evidenced by the
Series C Notes an amount equal to the lesser of (a) $4,290,000 or (b) the principal amount of the
Series C Notes then outstanding. On May 15, 2011, the entire principal amount of the Series C
Notes, together with accrued and unpaid interest thereon, shall become due and payable.



     In the event that the Company shall prepay less than all of the Notes pursuant to Section 8.2
or Section 8.3, or shall purchase less than all of the Series C Notes pursuant to Section 8.6, the
amounts of the prepayments in respect of the Series C Notes required by this



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Section 8.1(c) shall be reduced by an amount which is the same percentage of such required
prepayment as the percentage that the principal amount of Series C Notes prepaid pursuant to
Section 8.2 or Section 8.3, or purchased pursuant to Section 8.6, is of the aggregate principal
amount of outstanding Series C Notes immediately prior to such prepayment or purchase.



     (d) Series D Notes. On May 15, 2011, the entire principal amount of the Series D Notes,
together with accrued and unpaid interest thereon, shall become due and payable.



     Section 8.2. Optional Prepayments with Make-Whole Amount. The Company may, at its option,
upon notice as provided below, prepay at any time all, or from time to time any part of, the Notes,
in an amount not less than 10% of the aggregate principal amount of the Notes then outstanding in
the case of a partial prepayment, at 100% of the principal amount so prepaid, together with
interest accrued thereon to the date of such prepayment, plus the Make-Whole Amount determined for
the prepayment date with respect to such principal amount. The Company will give each holder of
Notes written notice of each optional prepayment under this Section 8.2 not less than 30 days and
not more than 60 days prior to the date fixed for such prepayment. Each such notice shall specify
such date, the aggregate principal amount of the Notes to be prepaid on such date, the principal
amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.4),
and the interest to be paid on the prepayment date with respect to such principal amount being
prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the
estimated Make-Whole Amount due in connection with such prepayment (calculated as if the date of
such notice were the date of the prepayment), setting forth the details of such computation. Two
Business Days prior to such prepayment, the Company shall deliver to each holder of Notes a
certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as
of the specified prepayment date.



     Section 8.3. Prepayment Upon Change of Control. In the event that any Change of Control shall
occur or the Company shall have knowledge of any proposed Change of Control that is likely to
occur, the Company will give written notice (the “Company Notice") of such fact in the manner
provided in Section 18 hereof to the holders of the Notes. The Company Notice shall be delivered
promptly upon receipt of such knowledge by the Company. The Company Notice shall (1) describe the
facts and circumstances of such Change of Control in reasonable detail, (2) make reference to this
Section 8.3 and the right of the holders of the Notes to require prepayment of the Notes on the
terms and conditions provided for in this Section 8.3, (3) offer in writing to prepay all, but not
less than all, of the outstanding Notes, together with accrued interest to the date of prepayment,
and (4) specify a date for such prepayment (the “Change of Control Prepayment Date"), which Change
of Control Prepayment Date shall be not more than 60 days nor less than 30 days following the date
of such Company Notice. Each holder of the then outstanding Notes shall have the right to accept
such offer and require prepayment of the Notes held by such holder in full by written notice to the
Company (a “Noteholder Notice") given not later than 15 days after receipt of the Company Notice.
The Company shall on the Change of Control Prepayment Date prepay in full all of the Notes held by
holders which have so accepted such offer of prepayment. The prepayment price of the Notes payable
upon the occurrence of any Change of Control shall be an amount equal to 100% of the outstanding
principal amount of the Notes so to be prepaid and accrued interest thereon to the date of such
prepayment.



-17-









 






For purposes of this Section 8.3:




     “Change of Control” means the replacement (other than solely by reason of retirement,
death or disability) of more than 50% of the members of the Board of Directors of the
Company over any period of 12 consecutive months from the directors who constituted such
Board of Directors at the beginning of such period.



     Section 8.4. Allocation of Partial Prepayments. In the case of each partial prepayment of the
Notes pursuant to Section 8.2, the principal amount of the Notes to be prepaid shall be (a)
allocated among each Series of Notes in proportion to the aggregate unpaid principal amount of each
such Series of Notes, and (b) allocated pro rata among all of the holders of each Series of Notes
at the time outstanding in accordance with the unpaid principal amount thereof. All partial
prepayments made pursuant to Section 8.3 shall be applied only to the Notes of the holders who have
elected to participate in such prepayment.



     Section 8.5. Maturity; Surrender, Etc. In the case of each prepayment of Notes pursuant to
this Section 8, the principal amount of each Note to be prepaid shall mature and become due and
payable on the date fixed for such prepayment, together with interest on such principal amount
accrued to such date and the applicable Make-Whole Amount, if any. From and after such date,
unless the Company shall fail to pay such principal amount when so due and payable, together with
the interest and Make-Whole Amount, if any, as aforesaid, interest on such principal amount shall
cease to accrue. Any Note paid or prepaid in full shall be surrendered to the Company and
cancelled and shall not be reissued, and no Note shall be issued in lieu of any prepaid principal
amount of any Note.



     Section 8.6. Purchase of Notes. The Company will not and will not permit any Affiliate to
purchase, redeem, prepay or otherwise acquire, directly or indirectly, any Series of the
outstanding Notes or any part or portion of any Series thereof, except upon the payment, prepayment
or purchase of all Series of the Notes in accordance with the terms of this Agreement and the
Notes. The Company will promptly cancel all Notes acquired by it or any Affiliate pursuant to any
payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes
may be issued in substitution or exchange for any such Notes.



     Section 8.7. Make-Whole Amount. The term “Make-Whole Amount” means, with respect to any Note,
an amount equal to the excess, if any, of the Discounted Value of the Remaining Scheduled Payments
with respect to the Called Principal of such Note over the amount of such Called Principal;
provided that the Make-Whole Amount may in no event be less than zero. For the purposes of
determining the Make-Whole Amount, the following terms have the following meanings:




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




     “Discounted Value” means, with respect to the Called Principal of any Note, the amount
obtained by discounting all Remaining Scheduled Payments with respect to such



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Called Principal from their respective scheduled due dates to the Settlement Date with
respect to such Called Principal, in accordance with accepted financial practice and at a
discount factor (applied on the same periodic basis as that on which interest on the Notes
is payable) equal to the Reinvestment Yield with respect to such Called Principal.




     “Reinvestment Yield” means, with respect to the Called Principal of any Note, 0.50%
over the yield to maturity implied by (a) the yields reported, as of 10:00 A.M. (New York
City time) on the second Business Day preceding the Settlement Date with respect to such
Called Principal, on the display designated as “Page USD” of the Bloomberg Financial Markets
Services Screen (or, if not available, any other national recognized trading screen
reporting on-line intraday trading in the U.S. Treasury securities) for actively traded U.S.
Treasury securities having a maturity equal to the Remaining Average Life of such Called
Principal as of such Settlement Date, or (b) if such yields are not reported as of such time
or the yields reported as of such time are not ascertainable, the Treasury Constant Maturity
Series Yields reported, for the latest day for which such yields have been so reported as of
the second Business Day preceding the Settlement Date with respect to such Called Principal,
in Federal Reserve Statistical Release H.15 (519) (or any comparable successor publication)
for actively traded U.S. Treasury securities having a constant maturity equal to the
Remaining Average Life of such Called Principal as of such Settlement Date. Such implied
yield will be determined, if necessary, by (i) converting U.S. Treasury bill quotations to
bond-equivalent yields in accordance with accepted financial practice and (ii) interpolating
linearly between (1) the actively traded U.S. Treasury security with the duration closest to
and greater than the Remaining Average Life and (2) the actively traded U.S. Treasury
security with the duration closest to and less than the Remaining Average Life.



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



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



     “Settlement Date” means, with respect to the Called Principal of any Note, the date on
which such Called Principal is to be prepaid pursuant to Section 8.2 or has



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become or is declared to be immediately due and payable pursuant to Section 12.1, as
the context requires.



Section 9. Affirmative Covenants.




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



     Section 9.1. Compliance with Law. The Company will, and will cause each of its Significant
Subsidiaries and Special Purpose Subsidiaries to, comply with all laws, ordinances or governmental
rules or regulations to which each of them is subject, including, without limitation, ERISA and
applicable laws in respect of Non-U.S. Pension Plans and all Environmental Laws, and will obtain
and maintain in effect all licenses, certificates, permits, franchises and other governmental
authorizations necessary to the ownership of their respective properties or to the conduct of their
respective businesses, in each case to the extent necessary to ensure that non-compliance with such
laws, ordinances or governmental rules or regulations or failures to obtain or maintain in effect
such licenses, certificates, permits, franchises and other governmental authorizations could not,
individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.



     Section 9.2. Insurance. The Company will, and will cause each of its Significant Subsidiaries
to, maintain, with financially sound and reputable insurers, insurance with respect to their
respective properties and businesses against such casualties and contingencies, of such types, on
such terms and in such amounts (including deductibles, co-insurance and self-insurance, if adequate
reserves are maintained with respect thereto) as is customary in the case of entities of
established reputations engaged in the same or a similar business and similarly situated.



     Section 9.3. Maintenance of Properties. The Company will, and will cause each of its
Significant Subsidiaries to, maintain and keep, or cause to be maintained and kept, their
respective Material properties in good repair, working order and condition (other than ordinary
wear and tear), so that the business carried on in connection therewith may be properly conducted
at all times; provided that this Section shall not prevent the Company or any Significant
Subsidiary from discontinuing the operation and the maintenance of any of its properties if such
discontinuance is desirable in the conduct of its business and the Company has concluded that such
discontinuance could not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect.



     Section 9.4. Payment of Taxes and Claims. The Company will, and will cause each of its
Significant Subsidiaries and Special Purpose Subsidiaries to, file all tax returns required to be
filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such
returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of
their properties, assets, income or franchises, to the extent such taxes and assessments have
become due and payable and before they have become delinquent and all claims for which sums have
become due and payable that have or might become a Lien on properties or assets of the Company or
any Significant Subsidiary or Special Purpose Subsidiary; provided that neither the Company nor any
Significant Subsidiary or Special Purpose Subsidiary need pay any such tax or



-20-









 







assessment or claims if (a) the amount, applicability or validity thereof is contested by the
Company or such Significant Subsidiary or Special Purpose Subsidiary on a timely basis in good
faith and in appropriate proceedings, and the Company or a Significant Subsidiary has established
adequate reserves therefor in accordance with GAAP on the books of the Company or such Subsidiary
or (b) the nonpayment of all such taxes and assessments and claims in the aggregate could not
reasonably be expected to have a Material Adverse Effect.



     Section 9.5. Corporate Existence, Etc. The Company will at all times preserve and keep in
full force and effect its corporate existence. Subject to Section 10.7, the Company will at all
times preserve and keep in full force and effect the corporate existence of each of its Significant
Subsidiaries (unless merged into the Company or a Significant Subsidiary) and all rights and
franchises of the Company and its Significant Subsidiaries unless, in the good faith judgment of
the Company, the termination of or failure to preserve and keep in full force and effect such
corporate existence, right or franchise could not, individually or in the aggregate, have a
Material Adverse Effect.



     Section 9.6. Nature of Business. Neither the Company nor any Significant Subsidiary will
engage in any business if, as a result, the general nature of the business, taken on a consolidated
basis, which would then be engaged in by the Company and its Significant Subsidiaries would be
substantially changed from the general nature of the business engaged in by the Company and its
Significant Subsidiaries on the date of this Agreement.



     Section 9.7. Notes to Rank Pari Passu. The Notes and all other obligations under this
Agreement of the Company are and at all times shall remain direct and unsecured obligations of the
Company ranking pari passu as against the assets of the Company with all other Notes from time to
time issued and outstanding hereunder without any preference among themselves and pari passu with
all other present and future unsecured Debt (actual or contingent) of the Company which is not
expressed to be subordinate or junior in rank to any other unsecured Debt of the Company.



     Section 9.8. Guaranty by Subsidiaries. The Company will cause each Subsidiary which delivers
a Guaranty to any holder of Debt for borrowed money of the Company to concurrently enter into a
Guaranty (a “Subsidiary Guaranty"), and within three Business Days thereafter shall deliver to each
of the holders of the Notes the following items:




     (a) an executed counterpart of such Subsidiary Guaranty or joinder agreement in respect
of an existing Subsidiary Guaranty, as appropriate;




     (b) a certificate signed by the President, a Vice President or another authorized
Responsible Officer of such Subsidiary making representations and warranties to the effect
of those contained in Sections 5.1, 5.2, 5.6 and 5.7, but with respect to such Subsidiary
and such Subsidiary Guaranty, as applicable;




     (c) such documents and evidence with respect to such Subsidiary as any holder of the
Notes may reasonably request in order to establish the existence and good



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standing of such Subsidiary and the authorization of the transactions contemplated by such
Subsidiary Guaranty;




     (d) an opinion of counsel satisfactory to the Required Holders to the effect that such
Subsidiary Guaranty has been duly authorized, executed and delivered and constitutes the
legal, valid and binding contract and agreement of such Subsidiary enforceable in accordance
with its terms, except as an enforcement of such terms may be limited by bankruptcy,
insolvency, reorganization, moratorium and similar laws affecting the enforcement of
creditors’ rights generally and by general equitable principles; and




     (e) an executed counterpart of an intercreditor agreement among the holders of the
Notes and each such Person to which a Subsidiary is then delivering a Guaranty giving rise
the requirements of this Section 9.8, which agreement shall provide that the proceeds from
the enforcement of any such Guaranty shall be shared on an equal and ratable basis with the
holders of the Notes.



Section 10. Negative Covenants.




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



     Section 10.1. Consolidated Total Debt. The Company will not at any time permit the ratio of
(a) Consolidated Total Debt to (b) Consolidated Cash Flow for the period of four consecutive fiscal
quarters of the Company then most recently ended to exceed 3.50 to 1.00.



     Section 10.2. Consolidated Priority Debt. The Company will not, as of the last day of any
fiscal quarter, permit Consolidated Priority Debt outstanding on such date to exceed an amount
equal to 15% of Consolidated Tangible Assets as of such date.



     Section 10.3. Interest Coverage Ratio. The Company will not at any time permit the ratio of
(a) Consolidated Cash Flow for the period of four consecutive fiscal quarters of the Company then
most recently ended to (b) Consolidated Interest Expense for such four consecutive fiscal quarter
period to be less than 2.75 to 1.00.



     Section 10.4. Consolidated Net Worth. The Company will not at any time permit Consolidated
Net Worth to be less than $200,000,000.



     Section 10.5. Limitation on Liens. The Company will not, and will not permit any Subsidiary
to, create or incur, or suffer to be incurred or to exist, any Lien on its or their property or
assets, whether now owned or hereafter acquired, or upon any income or profits therefrom, or
transfer any property for the purpose of subjecting the same to the payment of obligations in
priority to the payment of its or their general creditors, or acquire or agree to acquire, or
permit any Subsidiary to acquire, any property or assets upon conditional sales agreements or other
title retention devices, except:



-22-









 





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



     (b) Liens of or resulting from any judgment or award, the time for the appeal or
petition for rehearing of which shall not have expired, or in respect of which the Company
or a Subsidiary shall at any time in good faith be prosecuting an appeal or proceeding for a
review and in respect of which a stay of execution pending such appeal or proceeding for
review shall have been secured;



     (c) Liens incidental to the conduct of business or the ownership of properties and
assets (including Liens in connection with worker’s compensation, unemployment insurance and
other like laws, warehousemen’s and attorneys’ liens and statutory landlords’ liens) and
Liens to secure the performance of bids, tenders or trade contracts, or to secure statutory
obligations, surety or appeal bonds or other Liens of like general nature, in any such case
incurred in the ordinary course of business and not in connection with the borrowing of
money; provided in each case, the obligation secured is not overdue or, if overdue, is being
contested in good faith by appropriate actions or proceedings;



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



     (e) Liens securing Debt of a Subsidiary to the Company or to another Wholly-owned
Subsidiary;



     (f) Liens existing as of the date of the Closing and securing Debt of the Company and
its Subsidiaries described on Schedule 5.15 hereto;



     (g) Liens created or incurred after the date of the Closing given to secure the payment
of the purchase price incurred in connection with the acquisition or purchase or the cost of
construction of property or of assets useful and intended to be used in carrying on the
business of the Company or a Subsidiary, including Liens existing on such property or assets
at the time of acquisition thereof or at the time of completion of construction, as the case
may be, whether or not such existing Liens were given to secure the payment of the
acquisition or purchase price or cost of construction, as the case may be, of the property
or assets to which they attach; provided that (i) the Lien shall attach solely to the
property or assets acquired, purchased or constructed, (ii) such Lien shall have been
created or incurred within 180 days of the date of acquisition or purchase or completion of
construction, as the case may be (with the exception that in the case of the construction or
acquisition of improvements to real estate, such Liens shall be created or



-23-









 






incurred within 180 days of the date of construction or acquisition of such improvements and
not the acquisition of the land on which such improvements are located), (iii) at the time
of acquisition or purchase or of completion of construction of such property or assets, the
aggregate amount remaining unpaid on all Debt secured by Liens on such property or assets,
whether or not assumed by the Company or a Subsidiary, shall not exceed an amount equal to
100% of the lesser of the total purchase price or Fair Market Value at the time of
acquisition or purchase (as determined in good faith by a Senior Financial Officer of the
Company) or the cost of construction on the date of completion thereof, (iv) Debt secured by
any such Lien shall have been created or incurred within the applicable limitations provided
in Sections 10.1 and 10.2, and (v) at the time of creation, issuance, assumption, guarantee
or incurrence of the Debt secured by such Lien and after giving effect thereto and to the
application of the proceeds thereof, no Default or Event of Default would exist;




     (h) Liens securing operating leases pursuant to which the Company or a Subsidiary is
lessee (excluding financing leases, synthetic leases and similar arrangements), including
precautionary Uniform Commercial Code financing statements filed in connection with such
operating leases; provided that the Lien shall attach solely to the property or assets
leased;




     (i) any extension, renewal or refunding of any Lien permitted by the preceding clause
(f) of this Section 10.5 in respect of the same property theretofore subject to such Lien in
connection with the extension, renewal or refunding of the Debt secured thereby; provided
that (i) such extension, renewal or refunding of Debt shall be without increase in the
principal amount remaining unpaid as of the date of such extension, renewal or refunding,
(ii) such Lien shall attach solely to the same such property, (iii) the principal amount
remaining unpaid as of the date of such extension, renewal or refunding of Debt is less than
or equal to the Fair Market Value of the property (determined in good faith by the Board or
Directors of the Company) to which such Lien is attached, and (iv) at the time of such
extension, renewal or refunding and after giving effect thereto, no Default or Event of
Default would exist;




     (j) Liens created or incurred after the date of the Closing given to secure Debt of the
Company or any Subsidiary in addition to the Liens permitted by the preceding clauses (a)
through (i) hereof; provided that (i) all Debt secured by such Liens shall have been
incurred within the applicable limitations provided in Sections 10.1 and 10.2 and (ii) at
the time of creation, issuance, assumption, guarantee or incurrence of the Debt secured by
such Lien and after giving effect thereto and to the application of the proceeds thereof, no
Default or Event of Default would exist.



     Section 10.6. Restricted Payments and Restricted Investments. (a) The Company will not, and
will not permit any of its Subsidiaries to, directly or indirectly, or through any Affiliate,
declare or make, or incur any liability to declare or make, any Restricted Payment or Restricted
Investment unless immediately prior to and after giving effect to the proposed Restricted Payment
or Restricted Investment, no Default or Event of Default would exist.



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     (b) The Company will not declare any dividend which constitutes a Restricted Payment payable
more than 60 days after the date of declaration thereof.



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




     (i) any Subsidiary may merge or consolidate with or into, or transfer all or
substantially all of its assets to, the Company or any Wholly-owned Subsidiary so long as in
(1) any merger or consolidation involving the Company, the Company shall be the surviving or
continuing corporation and (2) in any merger or consolidation involving one or more
Wholly-owned Subsidiaries (and not the Company), a Wholly-owned Subsidiary shall be the
surviving or continuing corporation;




     (ii) the Company may consolidate or merge with or into any other corporation if (1) the
corporation which results from such consolidation or merger is the Company or another
corporation (the “surviving corporation") organized under the laws of any state of the
United States or the District of Columbia or Canada, (2) if the Company is not the surviving
corporation, the due and punctual payment of the principal of and premium, if any, and
interest on all of the Notes, according to their tenor, and the due and punctual performance
and observation of all of the covenants in the Notes and this Agreement to be performed or
observed by the Company are expressly assumed in writing by the surviving corporation and
the surviving corporation shall furnish to the holders of the Notes an opinion of counsel
satisfactory to such holders to the effect that the instrument of assumption has been duly
authorized, executed and delivered and constitutes the legal, valid and binding contract and
agreement of the surviving corporation enforceable in accordance with its terms, except as
enforcement of such terms may be limited by bankruptcy, insolvency, reorganization,
moratorium and similar laws affecting the enforcement of creditors’ rights generally and by
general equitable principles, and (3) at the time of such consolidation or merger and
immediately after giving effect thereto, no Default or Event of Default would exist;



     (iii) the Company may sell or otherwise dispose of all or substantially all of its
assets to any Person for consideration which represents the Fair Market Value of such assets
(as determined in good faith by the Board of Directors of the Company) at the time of such
sale or other disposition if (1) the acquiring Person is a corporation organized under the
laws of any state of the United States or the District of Columbia or Canada, (2) the due
and punctual payment of the principal of and premium, if any, and interest on all the Notes,
according to their tenor, and the due and punctual performance and observance of all of the
covenants in the Notes and in this Agreement to be performed or observed by the Company are
expressly assumed in writing by the acquiring corporation and the acquiring corporation
shall furnish to the holders of the Notes an opinion of counsel satisfactory to such holders
to the effect that the instrument of assumption has been duly authorized, executed and
delivered and constitutes the legal, valid and binding contract and agreement of such
acquiring corporation enforceable in accordance with its terms, except as enforcement of
such terms may be limited by bankruptcy, insolvency,



-25-









 






reorganization, moratorium and similar laws affecting the enforcement of creditors’ rights
generally and by general equitable principles, and (3) at the time of such sale or
disposition and immediately after giving effect thereto, no Default or Event of Default
would exist.



     (b) The Company will not, and will not permit any Subsidiary to, sell, lease, transfer,
abandon or otherwise dispose of assets (except assets sold in the ordinary course of business for
Fair Market Value and except as provided in Section 10.7(a)(iii) and Section 10.7(c)); provided
that the foregoing restrictions do not apply to:




     (i) the sale, lease, transfer or other disposition of assets of a Subsidiary to the
Company or a Wholly-owned Subsidiary; or




     (ii) the sale by the Company or any Subsidiary of receivables (whether with or without
recourse to the Company or any Subsidiary) pursuant to one or more bona fide securitization
transactions effected under terms and conditions customary in transactions of a similar
nature, which sales are not accounted for under GAAP as secured loans and are, in the good
faith opinion of a Senior Financial Officer of the Company, for fair value and in the best
interests of the Company and its Subsidiaries, provided that (A) recourse to the Company or
any Subsidiary in connection with any such sale of receivables shall be limited to (x)
Securitization Recourse Obligations in an amount not in excess of 5% of the cash
consideration received by the Company or any Subsidiary for such receivables and (y)
repurchase, substitution or indemnification obligations customarily provided for in asset
securitization transactions and arising from breaches of representations or warranties made
by the Company or a Subsidiary in connection with such sale, (B) after giving effect to such
sale of receivables, the aggregate amount of receivables sold by the Company and its
Subsidiaries in securitization transactions and which shall then be outstanding shall not
exceed $150,000,000 and (C) at the time of such sale of receivables and after giving effect
thereto, no Default or Event of Default shall have occurred and be continuing.




     (iii) the sale of assets (including Subsidiary Stock disposed of pursuant to Section
10.7(c)) for cash or other property to a Person or Persons other than an Affiliate if all of
the following conditions are met:




     (1) such assets (valued at net book value) do not, together with all other
assets of the Company and its Subsidiaries previously disposed of during the most
recently ended period of twelve consecutive months (other than in the ordinary
course of business and other than pursuant to Sections 10.7(b)(i) and (ii)), exceed
15% of Consolidated Tangible Assets determined as of the end of the immediately
preceding fiscal year;




     (2) in the opinion of the Company’s Board of Directors, the sale is adequate
and satisfactory and is in the best interests of the Company; and



-26-









 






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




provided, however, that if an amount equal to the Net Proceeds of any sale, lease or other
disposition of assets are applied to (x) a Debt Prepayment Application within 360 days after
such sale, lease or other disposition, or (y) a Property Reinvestment Application within 180
days before or 360 days after such sale, lease or other disposition (but in any event,
within the same fiscal year of such sale, lease or other disposition), then such sale, lease
or other disposition shall not be included in any computations under Section 10.7(b)(iii) as
of a date on or after the Net Proceeds are so applied; provided, that in the good faith
opinion of the Board of Directors of the Company, such sale, lease or other disposition is
in exchange for consideration having a Fair Market Value at least equal to that of the
property and assets exchanged and is in the best interest of the Company or such Subsidiary.



     (c) The Company will not sell, transfer or otherwise dispose of any Subsidiary Stock of a
Subsidiary (except to qualify directors or in connection with a merger or consolidation permitted
under Section 10.7(a)(i)) or any Debt of any Subsidiary, and will not permit any Subsidiary to
sell, transfer or otherwise dispose of any Subsidiary Stock or Debt of any Subsidiary (other than
to the Company or a Wholly-owned Subsidiary), unless:




     (i) simultaneously with such sale, transfer or disposition, all shares of Subsidiary
Stock and all Debt of such Subsidiary at the time owned by the Company and by every other
Subsidiary shall be sold, transferred or disposed of as an entirety;




     (ii) the Board of Directors of the Company shall have determined, as evidenced by a
resolution thereof, that the proposed sale, transfer or disposition of said shares of
Subsidiary Stock and Debt is in the best interest of the Company;




     (iii) said shares of Subsidiary Stock and Debt are sold, transferred or otherwise
disposed of to a Person on terms and for consideration reasonably deemed by the Board of
Directors of the Company to be adequate and satisfactory;




     (iv) the Subsidiary being disposed of shall not have any continuing investment in the
Company or any other Subsidiary not being simultaneously disposed of; and




     (v) such sale, transfer or other disposition shall be treated as a disposition under
and shall satisfy the requirements of Section 10.7(b)(iii) hereof.



     (d) The Company will not permit any Subsidiary to issue any Subsidiary Stock of such
Subsidiary to any Person other than the Company or a Wholly-owned Subsidiary except (i) to qualify
directors or (ii) in connection with an issuance of Subsidiary Stock pursuant to which the
Minority Interests in such Subsidiary, after giving effect to such issuance, do not exceed 10%.



     Section 10.8. Transactions with Affiliates. The Company will not, and will not permit any
Subsidiary to, enter into or be a party to any transaction or arrangement (including, without




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limitation, the purchase, sale or exchange of property or the rendering of any service) with
any Affiliate (other than the Company or a Wholly-owned Subsidiary), except in the ordinary course
of and pursuant to the reasonable requirements of the Company’s or such Subsidiary’s business and
upon fair and reasonable terms no less favorable to the Company or such Subsidiary than would
obtain in a comparable arm’s-length transaction with a Person other than an Affiliate.




     Section 10.9. Restrictive Agreements. The Company will not, and will not permit any
Subsidiary to, enter into or suffer to exist, any agreement with any Person which prohibits or
limits the ability of any Subsidiary to (a) pay dividends or make other distributions to the
Company or prepay any Debt owed to the Company or (b) transfer any of its properties or assets to
the Company (other than with respect to Liens permitted by Section 10.5).



     Section 10.10. Significant Subsidiaries. (a) The Company will not at any time, on the basis
of the then most recently available financial statements delivered by the Company pursuant to
Section 7.1(a) or Section 7.1(b), permit all of the then existing Significant Subsidiaries,
together with the Company, to account for less than 85% of Consolidated Total Assets as at the end
of the immediately preceding fiscal quarter of the Company (for these purposes the respective total
assets of the Company and each Significant Subsidiary shall include its own current assets, long
term receivables and investments, and fixed assets, all as reported within the Company’s
consolidated internal accounting systems after excluding intercompany receivables).



     (b) If at any time, the Company and all of the then existing Significant Subsidiaries do not
together account for 85% or more of Consolidated Total Assets, the Company shall promptly
designate, by written notice to the holders of the Notes, such other Subsidiaries of the Company
(which would not otherwise be Significant Subsidiaries) to be deemed Significant Subsidiaries
hereunder so that such 85% threshold is satisfied.



     (c) The Company may designate any Subsidiary as a Significant Subsidiary and may de-designate
any Significant Subsidiary identified in Schedule 5.4 or in an officer’s certificate pursuant to
Section 7.2(b) or previously designated as a Significant Subsidiary pursuant to the requirements of
this Section 10.10; provided that:




     (i) the Company shall have given not less than 10 days’ prior written notice to the
holders of the Notes of such designation or de-designation;




     (ii) at the time of such designation or de-designation and immediately after giving
effect thereto no Default or Event of Default shall exist;




     (iii) in the case of the designation of a Subsidiary as a Significant Subsidiary, such
Subsidiary shall not at any time after the date of this Agreement have previously been
designated as a Significant Subsidiary more than once; and




     (iv) in the case of the de-designation of a Significant Subsidiary, such Significant
Subsidiary shall not at any time after the date of this Agreement have previously been
de-designated more than once.



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Section 11. Events of Default.




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




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




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




     (c) the Company defaults in the performance of or compliance with any term contained in
Sections 10.1 through 10.8; or




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




     (e) any representation or warranty made in writing by or on behalf of the Company or by
any officer of the Company in this Agreement or in any writing furnished pursuant to this
Agreement proves to have been false or incorrect in any Material respect on the date as of
which made; or




     (f) (i) the Company or any Significant Subsidiary is in default (as principal or as
guarantor or other surety) in the payment of any principal of or premium or make-whole
amount or interest on any Debt that is outstanding in an aggregate principal amount of at
least $10,000,000 beyond any period of grace provided with respect thereto, or (ii) the
Company or any Significant Subsidiary is in default in the performance of or compliance with
any term of any evidence of any Debt in an aggregate outstanding principal amount of at
least $10,000,000 or of any mortgage, indenture or other agreement relating thereto or any
other condition exists, and as a consequence of such default or condition such Debt has
become, or has been declared, due and payable before its stated maturity or before its
regularly scheduled dates of payment, or (iii) as a consequence of the occurrence or
continuation of any event or condition (other than the passage of time or the right of the
holder of Debt to convert such Debt into equity interests), (1) the Company or any
Significant Subsidiary has become obligated to purchase or repay Debt before its regular
maturity or before its regularly scheduled dates
of payment in an aggregate outstanding principal amount of at least $10,000,000 or (2) one
or more Persons have the right to require the Company or any Significant Subsidiary to
purchase or repay such Debt and have exercised such right; or



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




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




     (i) a final judgment or judgments for the payment of money aggregating in excess of
$5,000,000 are rendered against one or more of the Company and its Significant Subsidiaries
and which judgments are not, within 60 days after entry thereof, bonded, discharged or
stayed pending appeal, or are not discharged within 60 days after the expiration of such
stay; or




     (j) if (i) any Plan shall fail to satisfy the minimum funding standards of ERISA or the
Code for any plan year or part thereof or a waiver of such standards or extension of any
amortization period is sought or granted under section 412 of the Code, (ii) a notice of
intent to terminate any Plan shall have been or is reasonably expected to be filed with the
PBGC or the PBGC shall have instituted proceedings under ERISA Section 4042 to terminate or
appoint a trustee to administer any Plan or the PBGC shall have notified the Company or any
ERISA Affiliate that a Plan may become a subject of any such proceedings, (iii) the
aggregate “amount of unfunded benefit liabilities” (within the meaning of Section
4001(a)(18) of ERISA) under all Plans, determined in accordance with Title IV of ERISA,
shall exceed $25,000,000, (iv) the Company or any ERISA Affiliate shall have incurred or is
reasonably expected to incur any liability pursuant to Title I or IV of ERISA or the penalty
or excise tax provisions of the Code relating to employee benefit plans, (v) the Company or
any ERISA Affiliate withdraws from any Multiemployer Plan, or (vi) the Company or any
Subsidiary establishes or amends any employee welfare benefit plan that provides
post-employment welfare benefits in a manner that would increase the
liability of the Company or any Subsidiary thereunder; and any such event or events
described in clauses (i) through (vi) above, either individually or together with any other
such event or events, could reasonably be expected to have a Material Adverse Effect.



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




Section 12. Remedies on Default, Etc.




     Section 12.1. Acceleration. (a) If an Event of Default with respect to the Company described
in paragraph (g) or (h) of Section 11 (other than an Event of Default described in clause (i) of
paragraph (g) or described in clause (vi) of paragraph (g) by virtue of the fact that such clause
encompasses clause (i) of paragraph (g)) has occurred, all the Notes then outstanding shall
automatically become immediately due and payable.



          (b) If any other Event of Default has occurred and is continuing, any holder or holders of
more than 50% in principal amount of the Notes at the time outstanding may at any time at its or
their option, by notice or notices to the Company, declare all the Notes then outstanding to be
immediately due and payable.




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




          Upon any Note’s becoming due and payable under this Section 12.1, whether automatically or by
declaration, such Note will forthwith mature and the entire unpaid principal amount of such Note,
plus (i) all accrued and unpaid interest thereon and (ii) the Make-Whole Amount determined in
respect of such principal amount (to the full extent permitted by applicable law), shall all be
immediately due and payable, in each and every case without presentment, demand, protest or further
notice, all of which are hereby waived. The Company acknowledges, and the parties hereto agree,
that each holder of a Note has the right to maintain its investment in the Notes free from
repayment by the Company (except as herein specifically provided for), and that the provision for
payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are
accelerated as a result of an Event of Default, is intended to provide compensation for the
deprivation of such right under such circumstances.




     Section 12.2. Other Remedies. If any Default or Event of Default has occurred and is
continuing, and irrespective of whether any Notes have become or have been declared immediately due
and payable under Section 12.1, the holder of any Note at the time outstanding may proceed to
protect and enforce the rights of such holder by an action at law, suit in equity or other
appropriate proceeding, whether for the specific performance of any agreement contained herein or
in any Note, or for an injunction against a violation of any of the terms hereof or thereof, or in
aid of the exercise of any power granted hereby or thereby or by law or otherwise.



     Section 12.3. Rescission. At any time after any Notes have been declared due and payable
pursuant to clause (b) or (c) of Section 12.1, the holders of more than 50% in principal amount of
the Notes then outstanding, by written notice to the Company, may rescind and annul any such
declaration and its consequences if (a) the Company has paid all overdue interest on the Notes, all
principal of and Make-Whole Amount, if any, on any Notes that are due and payable and are



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unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole
Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of
the Notes, at the Default Rate, (b) all Events of Default and Defaults, other than non-payment of
amounts that have become due solely by reason of such declaration, have been cured or have been
waived pursuant to Section 17, and (c) no judgment or decree has been entered for the payment of
any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section
12.3 will extend to or affect any subsequent Event of Default or Default or impair any right
consequent thereon.




     Section 12.4. No Waivers or Election of Remedies, Expenses, Etc. No course of dealing and no
delay on the part of any holder of any Note in exercising any right, power or remedy shall operate
as a waiver thereof or otherwise prejudice such holder’s rights, powers or remedies. No right,
power or remedy conferred by this Agreement or by any Note upon any holder thereof shall be
exclusive of any other right, power or remedy referred to herein or therein or now or hereafter
available at law, in equity, by statute or otherwise. Without limiting the obligations of the
Company under Section 15, the Company will pay to the holder of each Note on demand such further
amount as shall be sufficient to cover all costs and expenses of such holder incurred in any
enforcement or collection under this Section 12, including, without limitation, reasonable
attorneys’ fees, expenses and disbursements.



Section 13. Registration; Exchange; Substitution of Notes.




     Section 13.1. Registration of Notes. The Company shall keep at its principal executive office
a register for the registration and registration of transfers of Notes. The name and address of
each holder of one or more Notes, each transfer thereof and the name and address of each transferee
of one or more Notes shall be registered in such register. Prior to due presentment for
registration of transfer, the Person in whose name any Note shall be registered shall be deemed and
treated as the owner and holder thereof for all purposes hereof, and the Company shall not be
affected by any notice or knowledge to the contrary. The Company shall give to any holder of a
Note that is an Institutional Investor promptly upon request therefor, a complete and correct copy
of the names and addresses of all registered holders of Notes.



     Section 13.2. Transfer and Exchange of Notes. Upon surrender of any Note at the principal
executive office of the Company for registration of transfer or exchange (and in the case of a
surrender for registration of transfer, duly endorsed or accompanied by a written instrument of
transfer duly executed by the registered holder of such Note or its attorney duly authorized in
writing and accompanied by the address for notices of each transferee of such Note or part
thereof), the Company shall execute
and deliver, at the Company’s expense (except as provided below), one or more new Notes (as
requested by the holder thereof) in exchange therefor, in an aggregate principal amount equal to
the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such
Person as such holder may request and shall be substantially in the form of Exhibit 1-A, Exhibit
1-B, Exhibit 1-C or Exhibit 1-D, as applicable. Each such new Note shall be dated and bear
interest from the date to which interest shall have been paid on the surrendered Note or dated the
date of the surrendered Note if no interest shall have been paid thereon. The Company may require
payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any
such transfer of Notes.



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Notes shall not be transferred in denominations of less than $1,000,000;
provided that if necessary to enable the registration of transfer by a holder of its entire holding
of Notes, one Note may be in a denomination of less than $1,000,000. Any transferee, by its
acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have
made the representation set forth in Section 6.2.



     Section 13.3. Replacement of Notes. Upon receipt by the Company of evidence reasonably
satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any Note
(which evidence shall be, in the case of an Institutional Investor, notice from such Institutional
Investor of such ownership and such loss, theft, destruction or mutilation), and




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




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


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




Section 14. Payments on Notes.




     Section 14.1. Place of Payment. Subject to Section 14.2, payments of principal, Make-Whole
Amount, if any, and interest becoming due and payable on the Notes shall be made in Cuyahoga
County, Ohio, at the principal office of the Company in such jurisdiction or at the principal
office of a bank or trust company in such jurisdiction or in Cleveland, Ohio, which the Company
agrees to designate at any time when there is any holder of any Note not entitled to the benefits
of Section 14.2. The Company may at any time, by notice to each holder of a Note, change the place
of payment of the Notes so long as such place of payment shall be either the principal office of
the Company in the United States of America or the principal office of a bank or trust company in
the United States of America.



     Section 14.2. Home Office Payment. So long as you or your nominee shall be the holder of any
Note, and notwithstanding anything
contained in Section 14.1 or in such Note to the contrary, the Company will pay all sums becoming
due on such Note for principal, Make-Whole Amount, if any, and interest by the method and at the
address specified for such purpose below your name in Schedule A, or by such other method or at
such other address as you shall have from time to time specified to the Company in writing for such
purpose, without the presentation or surrender of such Note or the making of any notation thereon,
except that upon written request of the Company made concurrently with or reasonably promptly after
payment or prepayment in full of any Note, you shall surrender such Note for cancellation,
reasonably promptly after any such request, to the Company at its principal executive office or at
the place of payment most



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recently designated by the Company pursuant to Section 14.1. Prior to
any sale or other disposition of any Note held by you or your nominee you will, at your election,
either endorse thereon the amount of principal paid thereon and the last date to which interest has
been paid thereon or surrender such Note to the Company in exchange for a new Note or Notes
pursuant to Section 13.2. The Company will afford the benefits of this Section 14.2 to any
Institutional Investor that is the direct or indirect transferee of any Note purchased by you under
this Agreement and that has made the same agreement relating to such Note as you have made in this
Section 14.2.



Section 15. Expenses, Etc.




     Section 15.1. Transaction Expenses. Whether or not the transactions contemplated hereby are
consummated, the Company will pay all costs and expenses (including reasonable attorneys’ fees of a
special counsel and, if reasonably required, local or other counsel) incurred by you and each Other
Purchaser or holder of a Note in connection with such transactions and in connection with any
amendments, waivers or consents under or in respect of this Agreement or the Notes (whether or not
such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs
and expenses incurred in enforcing or defending (or determining whether or how to enforce or
defend) any rights under this Agreement or the Notes or in responding to any subpoena or other
legal process or informal investigative demand issued in connection with this Agreement or the
Notes, or by reason of being a holder of any Note, and (b) the costs and expenses, including
financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company
or any Subsidiary or in connection with any work-out or restructuring of the transactions
contemplated hereby and by the Notes. The Company will pay, and will save you and each other
holder of a Note harmless from, all claims in respect of any fees, costs or expenses, if any, of
brokers and finders (other than those retained by you).



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



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




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





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Section 17. Amendment and Waiver.




     Section 17.1. Requirements. This Agreement and the Notes may be amended, and the observance
of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and
only with) the written consent of the Company and the Required Holders, except that (a) no
amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any
defined term (as it is used therein), will be effective as to you unless consented to by you in
writing, and (b) no such amendment or waiver may, without the written consent of the holders of all
Notes of each Series at the time outstanding affected thereby, (i) subject to the provisions of
Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or
payment of principal of, or reduce the rate or change the time of payment or method of computation
of interest or of the Make-Whole Amount on, the Notes, (ii) change the percentage of the principal
amount of the Notes the holders of which are required to consent to any such amendment or waiver,
or (iii) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20.



     Section 17.2. Solicitation of Holders of Notes.



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




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




     Section 17.3. Binding Effect, Etc. Any amendment or waiver consented to as provided in this
Section 17 applies equally to all holders of Notes and is binding upon them and upon each future
holder of any Note and upon the Company without regard to whether such Note has been marked to
indicate such amendment or waiver. No such amendment or waiver will extend to or affect any
obligation, covenant, agreement, Default or Event of Default not expressly amended or waived or
impair any right consequent thereon. No course of dealing between the Company and the holder of
any Note nor any delay in exercising any rights hereunder or under any Note shall operate as a
waiver of any rights of any holder of such Note. As used herein, the term “this Agreement” and
references thereto shall mean this Agreement as it may from time to time be amended or
supplemented.



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     Section 17.4. Notes Held by Company, Etc. Solely for the purpose of determining whether the
holders of the requisite percentage of the aggregate principal amount of Notes then outstanding
approved or consented to any amendment, waiver or consent to be given under this Agreement or the
Notes, or have directed the taking of any action provided herein or in the Notes to be taken upon
the direction of the holders of a specified percentage of the aggregate principal amount of Notes
then outstanding, Notes directly or indirectly owned by the Company or any of its Affiliates shall
be deemed not to be outstanding.



Section 18. Notices.




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





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




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




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


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




Section 19. Reproduction of Documents.




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






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Section 20. Confidential Information.




          For the purposes of this Section 20, “Confidential Information” means all material information
delivered to you by or on behalf of the Company or any Subsidiary pursuant to this Agreement;
provided that such term does not include information that (a) was publicly known or otherwise known
to you prior to the time of such disclosure, (b) subsequently becomes publicly known through no act
or omission by you or any Person acting on your behalf, (c) otherwise becomes known to you other
than through disclosure by the Company or any Subsidiary or (d) constitutes financial statements
delivered to you under Section 7.1 that are otherwise publicly available. You will maintain the
confidentiality of such Confidential Information in accordance with procedures adopted by you in
good faith to protect confidential information of third parties delivered to you; provided that you
may deliver or disclose Confidential Information to (i) your directors, trustees, officers,
employees, agents, attorneys and affiliates (to the extent such disclosure reasonably relates to
the administration of the investment represented by your Notes), (ii) your financial advisors and
other professional advisors who agree to hold confidential the Confidential Information
substantially in accordance with the terms of this Section 20, (iii) any other holder of any Note,
(iv) any Institutional Investor to which you sell or offer to sell such Note or any part thereof or
any participation therein (if such Person has agreed in writing prior to its receipt of such
Confidential Information to be bound by the provisions of this Section 20), (v) any Person from
which you offer to purchase any security of the Company (if such Person has agreed in writing prior
to its receipt of such Confidential Information to be bound by the provisions of this Section 20),
(vi) any federal or state regulatory authority having jurisdiction over you, (vii) the National
Association of Insurance Commissioners or any similar organization, or any nationally recognized
rating agency that requires access to information about your investment portfolio or (viii) any
other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect
compliance with any law, rule, regulation or order applicable to you, (x) in response to any
subpoena or other legal process, (y) in connection with
any litigation to which you are a party or (z) if an Event of Default has occurred and is
continuing, to the extent you may reasonably determine such delivery and disclosure to be necessary
or appropriate in the enforcement or for the protection of the rights and remedies under your Notes
and this Agreement. In addition to the foregoing, you acknowledge that you are prohibited from any
use of non-public Confidential Information you receive pursuant to Section 7 other than in
connection with the administration of your investment in the Notes. Each holder of a Note, by its
acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the
benefits of this Section 20 as though it were a party to this Agreement. On reasonable request by
the Company in connection with the delivery to any holder of a Note of information required to be
delivered to such holder under this Agreement or requested by such holder (other than a holder that
is a party to this Agreement or its nominee), such holder will enter into an agreement with the
Company embodying the provisions of this Section 20.




Section 21. Substitution of Purchaser.




          You shall have the right to substitute any one of your Affiliates as the purchaser of the
Notes that you have agreed to purchase hereunder, by written notice to the Company, which notice
shall be signed by both you and such Affiliate, shall contain such Affiliate’s agreement to be
bound by this Agreement and shall contain a confirmation by such Affiliate of the accuracy




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with respect to it of the representations set forth in Section 6. Upon receipt of such notice, wherever
the word “you” is used in this Agreement (other than in this Section 21), such word shall be deemed
to refer to such Affiliate in lieu of you. In the event that such Affiliate is so substituted as a
purchaser hereunder and such Affiliate thereafter transfers to you all of the Notes then held by
such Affiliate, upon receipt by the Company of notice of such transfer, wherever the word “you” is
used in this Agreement (other than in this Section 21), such word shall no longer be deemed to
refer to such Affiliate, but shall refer to you, and you shall have all the rights of an original
holder of the Notes under this Agreement.




Section 22. Miscellaneous.




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



     Section 22.2. Payments Due on Non-Business Days. Anything in this Agreement or the Notes to
the contrary notwithstanding, any payment of principal of or Make-Whole Amount or interest on any
Note that is due on a date other than a Business Day shall be made on the next succeeding Business
Day without including the additional days elapsed in the computation of the interest payable on
such next succeeding Business Day.



     Section 22.3. Severability. Any provision of this Agreement that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall
(to the full extent permitted by law) not invalidate or render unenforceable such provision in any
other jurisdiction.



     Section 22.4. Construction. Each covenant contained herein shall be construed (absent express
provision to the contrary) as being independent of each other covenant contained herein, so that
compliance with any one covenant shall not (absent such an express contrary provision) be deemed to
excuse compliance with any other covenant. Where any provision herein refers to action to be taken
by any Person, or which such Person is prohibited from taking, such provision shall be applicable
whether such action is taken directly or indirectly by such Person.



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




     Section 22.5. Counterparts. This Agreement may be executed in any number of counterparts,
each of which shall be an original but all of which together shall constitute one instrument. Each
counterpart may consist of a number of copies hereof, each signed by less than all, but together
signed by all, of the parties hereto.



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     Section 22.6. Governing Law. This Agreement shall be construed and enforced in accordance
with, and the rights of the parties shall be governed by, the law of the State of New York,
excluding choice-of-law principles of the law of such State that would require the application of
the laws of a jurisdiction other than such State.



* * * * *




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



	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Very truly yours,	 	 
	 	 	 	 	 	 	Nordson Corporation	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By	 	 	 	 
	 

	 	 	 	 	 	 	 	Name:	 	 
	 

	 	 	 	 	 	 	 	Title	 	 
	Accepted as of
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	[Variation]	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Name:	 	 
	 

	 	 	 	 	 	 	 	Title:	 	 






-40-









 





Information Relating to Purchasers




	 	 	 	 	 
	 

	 	 	 	Principal Amount
	Name and Address

	 	 	 	of Series A Notes 
	of Purchaser

	 	 	 	to Be Purchased






	 	 	 	 	 
	Metropolitan Life Insurance Company

	 	 	 	$20,000,000
	Private Placement Unit
	 	 	 	 
	334 Madison Avenue
	 	 	 	 
	Convent Station, New Jersey 07961-0633
	 	 	 	 
	Attention: Director
	 	 	 	 
	Fax Number: (973) 254-3032
	 	 	 	 






Payments



All payments on or in respect of the Notes to be by bank wire transfer of Federal or other
immediately available funds (identifying each payment as “Nordson Corporation, 6.79% Senior Notes,
Series A, due May 15, 2006, PPN 655663 A@ 1, principal, premium or interest”) to:



The Chase Manhattan Bank

New York, New York

ABA #021-000-021

Account Number 002-2-410591

For credit to: Metropolitan Life Insurance Company

Reference: PPN Number




Notices



All notices and communications, including notices with respect to payments and written confirmation
of each such payment, to be addressed as first provided above with a copy to:



Metropolitan Life Insurance Company

One Madison Avenue

New York, New York 10010

Attention: Lisa Korsten, Esq. (Area 6-H)

Fax Number: (212) 251-1640



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



Taxpayer I.D. Number: 13-5581829




Schedule A

(to Note Purchase Agreement)




 









 





	 	 	 	 	 
	 

	 	 	 	Principal Amount
	Name and Address

	 	 	 	of Series A Notes 
	of Purchaser

	 	 	 	to Be Purchased






	 	 	 	 	 
	The Canada Life Assurance Company

	 	 	 	$14,000,000
	330 University Avenue, SP-11
	 	 	 	 
	Toronto, Ontario, Canada M5G 1R8
	 	 	 	 
	Attention: Paul English, U.S. Investments Division
	 	 	 	 






Payments



All payments on or in respect of the Notes to be by bank wire transfer of Federal or other
immediately available funds (identifying each payment as “Nordson Corporation, 6.79% Senior Notes,
Series A, due May 15, 2006, principal or interest”) to:



Regular Principal and Interest:

Chase Manhattan Bank

ABA #021-000-021

Account No. 900-9-000200

Trust Account No. G52708, The Canada Life Assurance Company

Reference: PPN number, name of issuer, rate, maturity date, type of security, whether principal and/or interest and due date



For Call or Maturity:

Chase Manhattan Bank

ABA #021-000-021

Account No. 900-9-000192

Trust Account No. G52708, The Canada Life Assurance Company

Reference: PPN number, name of issuer, rate, maturity date, type of security, whether principal and/or interest and effective date of call or maturity





A-2









 








Notices



Notices with respect to payments and written confirmation of each such payment to be addressed:



Chase Manhattan Bank

North American Insurance

3 Chase MetroTech Centre-6th Floor

Brooklyn, New York 11245

Attention: Doll Balbadar



With a copy to:

The Canada Life Assurance Company

330 University Ave., SP-12

Securities Accounting

Toronto, Ontario Canada M5G 1R8



All other notices and communications (including financial statements) to be addressed as first
provided above.



Name of Nominee in which Notes are to be issued: J. Romeo & Co.



Taxpayer I.D.: 38-0397420




A-3









 








	 	 	 	 	 
	 

	 	 	 	Principal Amount
	Name and Address

	 	 	 	of Series A Notes 
	of Purchaser

	 	 	 	to Be Purchased






	 	 	 	 	 
	The Canada Life Assurance Company

	 	 	 	$300,000
	330 University Avenue, SP-11
	 	 	 	 
	Toronto, Ontario, Canada M5G 1R8
	 	 	 	 
	Attention: Paul English, U.S. Investments Division
	 	 	 	 






Payments



All payments on or in respect of the Notes to be by bank wire transfer of Federal or other
immediately available funds (identifying each payment as “Nordson Corporation, 6.79% Senior Notes,
Series A, due May 15, 2006, principal or interest”) to:



Regular Principal and Interest:

Chase Manhattan Bank

ABA #021-000-021

Account No. 900-9-000200

Trust Account No. G52724, The Canada Life Assurance Company

Reference: PPN number, name of issuer, rate, maturity date, type of security, whether principal and/or interest and due date



For Call or Maturity:

Chase Manhattan Bank

ABA #021-000-021

Account No. 900-9-000192

Trust Account No. G52724, The Canada Life Assurance Company

Reference: PPN number, name of issuer, rate, maturity date, type of security, whether principal and/or interest and effective date of call or maturity




A-4









 








Notices



Notices with respect to payments and written confirmation of each such payment to be addressed:



Chase Manhattan Bank

North American Insurance

3 Chase MetroTech Centre-6th Floor

Brooklyn, New York 11245

Attention: Doll Balbadar



With a copy to:

The Canada Life Assurance Company

330 University Ave., SP-12

Securities Accounting

Toronto, Ontario Canada M5G 1R8



All other notices and communications (including financial statements) to be addressed as first
provided above.



Name of Nominee in which Notes are to be issued: J. Romeo & Co.



Taxpayer I.D.: 38-0397420




A-5









 








	 	 	 	 	 
	 

	 	 	 	Principal Amount
	Name and Address

	 	 	 	of Series A Notes 
	of Purchaser

	 	 	 	to Be Purchased






	 	 	 	 	 
	The Canada Life Assurance Company

	 	 	 	$375,000
	330 University Avenue, SP-11
	 	 	 	 
	Toronto, Ontario, Canada M5G 1R8
	 	 	 	 
	Attention: Paul English, U.S. Investments Division
	 	 	 	 






Payments



All payments on or in respect of the Notes to be by bank wire transfer of Federal or other
immediately available funds (identifying each payment as “Nordson Corporation, 6.79% Senior Notes,
Series A, due May 15, 2006, principal or interest”) to:



Regular Principal and Interest:

Chase Manhattan Bank

ABA #021-000-021

Account No. 900-9-000200

Trust Account No. G08798, The Canada Life Assurance Company

Reference: PPN number, name of issuer, rate, maturity date, type of security, whether principal and/or interest and due date



For Call or Maturity:

Chase Manhattan Bank

ABA #021-000-021

Account No. 900-9-000192

Trust Account No. G08798, The Canada Life Assurance Company

Reference: PPN number, name of issuer, rate, maturity date, type of security, whether principal and/or interest and effective date of call or maturity




A-6









 








Notices



Notices with respect to payments and written confirmation of each such payment to be addressed:



Chase Manhattan Bank

North American Insurance

3 Chase MetroTech Centre-6th Floor

Brooklyn, New York 11245

Attention: Doll Balbadar



With a copy to:

The Canada Life Assurance Company

330 University Ave., SP-12

Securities Accounting

Toronto, Ontario Canada M5G 1R8



All other notices and communications (including financial statements) to be addressed as first
provided above.



Name of Nominee in which Notes are to be issued: J. Romeo & Co.



Taxpayer I.D.: 38-0397420




A-7









 








	 	 	 	 	 
	 

	 	 	 	Principal Amount
	Name and Address

	 	 	 	of Series A Notes 
	of Purchaser

	 	 	 	to Be Purchased






	 	 	 	 	 
	Canada Life Insurance Company of New York

	 	 	 	$325,000
	330 University Avenue, SP-11
	 	 	 	 
	Toronto, Ontario, Canada M5G 1R8
	 	 	 	 
	Attention: Paul English, U.S. Investments Division
	 	 	 	 






Payments



All payments on or in respect of the Notes to be by bank wire transfer of Federal or other
immediately available funds (identifying each payment as “Nordson Corporation, 6.79% Senior Notes,
Series A, due May 15, 2006, principal or interest”) to:



Regular Principal and Interest:

Chase Manhattan Bank

ABA #021-000-021

Account No. 900-9-000200

Trust Account No. G52685, Canada Life Insurance Company of New York

Reference: PPN number, name of issuer, rate, maturity date, type of security, whether
principal and/or interest and due date



For Call or Maturity:

Chase Manhattan Bank

ABA #021-000-021

Account No. 900-9-000192

Trust Account No. G52685, Canada Life Insurance Company of New York

Reference: PPN number, name of issuer, rate, maturity date, type of security, whether principal and/or interest and effective date of call or maturity




A-8









 








Notices



Notices with respect to payments and written confirmation of each such payment to be addressed:



Chase Manhattan Bank

North American Insurance

3 Chase MetroTech Centre-6th Floor

Brooklyn, New York 11245

Attention: Doll Balbadar



With a copy to:

The Canada Life Assurance Company

330 University Ave., SP-12

Securities Accounting

Toronto, Ontario Canada M5G 1R8



All other notices and communications (including financial statements) to be addressed as first
provided above.



Name of Nominee in which Notes are to be issued: J. Romeo & Co.



Taxpayer I.D.: 13-2690792




A-9









 








	 	 	 	 	 
	 

	 	 	 	Principal Amount
	Name and Address

	 	 	 	of Series A Notes 
	of Purchaser

	 	 	 	to Be Purchased






	 	 	 	 	 
	Nationwide Life Insurance Company

	 	 	 	$5,000,000
	One Nationwide Plaza (1-33-07)
	 	 	 	 
	Columbus, Ohio 43215-2220
	 	 	 	 
	Attention: Corporate Fixed-Income Securities
	 	 	 	 
	Facsimile: (614) 249-4553
	 	 	 	 






Payments



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



The Bank of New York

ABA #021-000-018

BNF: IOC566

F/A/O Nationwide Life Insurance Company

Attention: P&I Department

PPN 655663 A@ 1

Security Description: Nordson Corporation, 6.79% Senior Notes, Series A, due May 15, 2006




Notices



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



Nationwide Life Insurance Company

c/o The Bank of New York

P. O. Box 19266

Newark, New Jersey 07195

Attention: P&I Department



With a copy to:



Nationwide Life Insurance Company

One Nationwide Plaza (1-32-05)

Columbus, Ohio 43215-2220

Attention: Investment Accounting



All notices and communications other than those in respect to payments to be addressed as first
provided above.




A-10









 








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



Taxpayer I.D. Number: 31-4156830




A-11









 








	 	 	 	 	 
	 

	 	 	 	Principal Amount
	Name and Address

	 	 	 	of Series B Notes 
	of Purchaser

	 	 	 	to Be Purchased






	 	 	 	 	 
	Teachers Insurance and Annuity

	 	 	 	$15,000,000
	 Association of America 
	 	 	 	 
	730 Third Avenue
	 	 	 	 
	New York, New York 10017-3206
	 	 	 	 






Payments



All payments on or in respect of the Notes shall be made in immediately available funds at the
opening of business on the due date by electronic funds transfer through the Automated Clearing
House System to:



Chase Manhattan Bank

ABA #021-000-021

Account of: Teachers Insurance and Annuity Association of America

Account Number 900-9-000200

For further credit to the TIAA Account Number: G07040

Reference: PPN#/Issuer/Mat. Date/Coupon Rate/P&I Breakdown




Notices



Contemporaneous with the above electronic funds transfer, advice setting forth (1) the full name,
private placement number and interest rate of the Note; (2) allocation of payment between
principal, interest, premium and any special payment; and (3) name and address of Bank (or Trustee)
from which wire transfer was sent, shall be delivered, mailed or faxed to:



Teachers Insurance and Annuity Association of America

730 Third Avenue

New York, New York 10017-3206

Attention: Securities Accounting Division

Telephone: (212) 916-6004

Fax: (212) 916-6955




A-12









 







All other notices and communications shall be delivered or mailed to:




	 	 	 	 	 
	 	 	Teachers Insurance and Annuity Association of America
	 	 	730 Third Avenue
	 	 	New York, New York 10017-3206
	 	 	Attention: Securities Division
	 

	 	Telephone:
	 	(212) 916-4119 (Greg Spilberg)
	 

	 	 	 	(212) 490-9000 (General Number)
	 

	 	Fax:
	 	(212) 916-6582 (Team Fax Number)






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



Taxpayer I.D. Number: 13-1624203




A-13









 








	 	 	 	 	 
	 

	 	 	 	Principal Amount
	Name and Address

	 	 	 	of Series B Notes 
	of Purchaser

	 	 	 	to Be Purchased






	 	 	 	 	 
	Nationwide Life Insurance Company

	 	 	 	$3,000,000
	One Nationwide Plaza (1-33-07)
	 	 	 	 
	Columbus, Ohio 43215-2220
	 	 	 	 
	Attention: Corporate Fixed-Income Securities
	 	 	 	 
	Facsimile: (614) 249-4553
	 	 	 	 






Payments



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



The Bank of New York

ABA #021-000-018

BNF: IOC566

F/A/O Nationwide Life Insurance Company

Attention: P&I Department

PPN 655663 A# 9

Security Description: Nordson Corporation, 7.11% Senior Notes, Series B, due May 15, 2008




Notices



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



Nationwide Life Insurance Company

c/o The Bank of New York

P. O. Box 19266

Newark, New Jersey 07195

Attention: P&I Department



With a copy to:



Nationwide Life Insurance Company

One Nationwide Plaza (1-32-05)

Columbus, Ohio 43215-2220

Attention: Investment Accounting



All notices and communications other than those in respect to payments to be addressed as first
provided above.




A-14









 








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



Taxpayer I.D. Number: 31-4156830




A-15









 








	 	 	 	 	 
	 

	 	 	 	Principal Amount
	Name and Address

	 	 	 	of Series B Notes 
	of Purchaser

	 	 	 	to Be Purchased






	 	 	 	 	 
	Nationwide Life and Annuity Insurance Company

	 	 	 	$2,000,000
	One Nationwide Plaza (1-33-07)
	 	 	 	 
	Columbus, Ohio 43215-2220
	 	 	 	 
	Attention: Corporate Fixed-Income Securities
	 	 	 	 
	Facsimile: (614) 249-4553
	 	 	 	 






Payments



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



Wiring Instructions:

The Bank of New York

ABA #021-000-018

BNF: IOC566

F/A/O Nationwide Life and Annuity Insurance Company

Attention: P&I Department

PPN 655663 A# 9

Security Description: Nordson Corporation, 7.11% Senior Notes, Series B, due May 15, 2008




Notices



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



Nationwide Life and Annuity Insurance Company

c/o The Bank of New York

P. O. Box 19266

Newark, New Jersey 07195

Attention: P&I Department



With a copy to:



Nationwide Life and Annuity Insurance Company

One Nationwide Plaza (1-32-05)

Columbus, Ohio 43215-2220

Attention: Investment Accounting



All notices and communications other than those in respect to payments to be addressed as first
provided above.




A-16









 








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



Taxpayer I.D. Number: 31-1000740




A-17









 








	 	 	 	 	 
	 

	 	 	 	Principal Amount
	Name and Address

	 	 	 	of Series C Notes 
	of Purchaser

	 	 	 	to Be Purchased






	 	 	 	 	 
	State Farm Life Insurance Company

	 	 	 	$10,000,000
	One State Farm Plaza
	 	 	 	 
	Bloomington, Illinois 61710
	 	 	 	 
	Attention: Investment Department E-10
	 	 	 	 






Payments



All payments on or in respect of the Notes to be by bank wire transfer of Federal or other
immediately available funds (identifying each payment as “Nordson Corporation, 7.11% Senior Notes,
Series C, due May 15, 2011, PPN 655663 B* 2, principal, premium or interest”) to:



The Chase Manhattan Bank

ABA #021-000-021

SSG Private Income Processing

A/C #900-9-000200

For Credit to: Account Number G 06893

Ref. PPN 655663 B* 2

Rate: 7.11% (Series C)

Maturity Date: May 15, 2011




Notices



All notices and communications to be addressed as first provided above with a copy to be addressed
Attention: Investment Accounting Department D-3.




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



Taxpayer I.D. Number: 37-0533090




A-18









 








	 	 	 	 	 
	 

	 	 	 	Principal Amount
	Name and Address

	 	 	 	of Series C Notes 
	of Purchaser

	 	 	 	to Be Purchased






	 	 	 	 	 
	C.M. Life Insurance Company

	 	 	 	$2,000,000
	c/o Massachusetts Mutual Life Insurance Company
	 	 	 	 
	c/o David L. Babson & Company Inc.
	 	 	 	 
	1295 State Street
	 	 	 	 
	Springfield, Massachusetts 01111
	 	 	 	 
	Attention: Securities Investment Division
	 	 	 	 






Payments



All payments on or in respect of the Notes shall be made by crediting in the form of bank wire
transfer of Federal or other immediately available funds (identifying each payment as Nordson
Corporation, 7.11% Senior Notes, Series C, due May 15, 2011, PPN 655663 B* 2, principal, premium or
interest) to:



Citibank, N.A

111 Wall Street

New York, New York 10043

ABA #021-000-089

For Segment 43 – Universal Life

Account No. 4068-6561

Re: Description of security, principal and interest split



With telephone advice of payment to the Securities Custody and Collection Department of David L.
Babson & Company Inc. at (413) 744-5104 or (413) 744-5718.



Notices



All notices and communications to be addressed as first provided above, except notices with respect
to payments to be addressed Attention: Securities Custody and Collection Department, F 381.



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



Taxpayer I.D. Number: 06-1041383




A-19









 








	 	 	 	 	 
	 

	 	 	 	Principal Amount
	Name and Address

	 	 	 	of Series C Notes 
	of Purchaser

	 	 	 	to Be Purchased






	 	 	 	 	 
	Massachusetts Mutual Life Insurance Company

	 	 	 	$4,000,000
	c/o David L. Babson & Company Inc.
	 	 	 	 
	1295 State Street
	 	 	 	 
	Springfield, Massachusetts 01111
	 	 	 	 
	Attention: Securities Investment Division
	 	 	 	 






Payments



All payments on or in respect of the Notes shall be made by crediting in the form of bank wire
transfer of Federal or other immediately available funds (identifying each payment as “Nordson
Corporation, 7.11% Senior Notes, Series C, due May 15, 2011, PPN 655663 B* 2, principal, premium or
interest”) to:



Citibank, N.A

111 Wall Street

New York, New York 10043

ABA #021-000-089

For MassMutual Spot Priced Contract

Account No. 3890-4953

Re: Description of security, principal and interest split



With telephone advice of payment to the Securities Custody and Collection Department of David L.
Babson & Company Inc. at (413) 744-5104 or (413) 744-5718.



Notices



All notices and communications to be addressed as first provided above, except notices with respect
to payments to be addressed Attention: Securities Custody and Collection Department, F 381.



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



Taxpayer I.D. Number: 04-1590850




A-20









 








	 	 	 	 	 
	 

	 	 	 	Principal Amount
	Name and Address

	 	 	 	of Series C Notes 
	of Purchaser

	 	 	 	to Be Purchased






	 	 	 	 	 
	Massachusetts Mutual Life Insurance Company

	 	 	 	$2,000,000
	c/o David L. Babson & Company Inc.
	 	 	 	 
	1295 State Street
	 	 	 	 
	Springfield, Massachusetts 01111
	 	 	 	 
	Attention: Securities Investment Division
	 	 	 	 






Payments



All payments on or in respect of the Notes shall be made by crediting in the form of bank wire
transfer of Federal or other immediately available funds (identifying each payment as “Nordson
Corporation, 7.11% Senior Notes, Series C, due May 15, 2011, PPN 655663 B* 2, principal, premium or
interest”) to:



Chase Manhattan Bank, N.A.

4 Chase MetroTech Center

New York, New York 10081

ABA #021-000-021

For MassMutual IFM Non-Traditional

Account No. 910-2509073

Re: Description of security, principal and interest split



With telephone advice of payment to the Securities Custody and Collection Department of David L.
Babson & Company Inc. at (413) 744-5104 or (413) 744-5718.



Notices



All notices and communications to be addressed as first provided above, except notices with respect
to payments to be addressed Attention: Securities Custody and Collection Department, F 381.



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



Taxpayer I.D. Number: 04-1590850




A-21









 








	 	 	 	 	 
	 

	 	 	 	Principal Amount
	Name and Address

	 	 	 	of Series C Notes 
	of Purchaser

	 	 	 	to Be Purchased






	 	 	 	 	 
	Massachusetts Mutual Life Insurance Company

	 	 	 	$500,000
	c/o David L. Babson & Company Inc.
	 	 	 	 
	1295 State Street
	 	 	 	 
	Springfield, Massachusetts 01111
	 	 	 	 
	Attention: Securities Investment Division
	 	 	 	 






Payments



All payments on or in respect of the Notes shall be made by crediting in the form of bank wire
transfer of Federal or other immediately available funds (identifying each payment as “Nordson
Corporation, 7.11% Senior Notes, Series C, due May 15, 2011, PPN 655663 B* 2, principal, premium or
interest”) to:



Chase Manhattan Bank, N.A.

4 Chase MetroTech Center

New York, New York 10081

ABA #021-000-021

For MassMutual Long Term Care

Account No. 323133053

Re: Description of security, principal and interest split



With telephone advice of payment to the Securities Custody and Collection Department of David L.
Babson & Company Inc. at (413) 744-5104 or (413) 744-5718.



Notices



All notices and communications to be addressed as first provided above, except notices with respect
to payments to be addressed Attention: Securities Custody and Collection Department, F 381.



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



Taxpayer I.D. Number: 04-1590850




A-22









 








	 	 	 	 	 
	 

	 	 	 	Principal Amount
	Name and Address

	 	 	 	of Series C Notes 
	of Purchaser

	 	 	 	to Be Purchased






	 	 	 	 	 
	Massachusetts Mutual Life Insurance Company

	 	 	 	$6,850,000
	c/o David L. Babson & Company Inc.
	 	 	 	 
	1295 State Street
	 	 	 	 
	Springfield, Massachusetts 01111
	 	 	 	 
	Attention: Securities Investment Division
	 	 	 	 






Payments



All payments on or in respect of the Notes shall be made by crediting in the form of bank wire
transfer of Federal or other immediately available funds (identifying each payment as “Nordson
Corporation, 7.11% Senior Notes, Series C, due May 15, 2011, PPN 655663 B* 2, principal, premium or
interest”) to:



Citibank, N.A

111 Wall Street

New York, New York 10043

ABA #021-000-089

For MassMutual Long-Term Pool

Account No. 4067-3488

Re: Description of security, principal and interest split



With telephone advice of payment to the Securities Custody and Collection Department of David L.
Babson & Company Inc. at (413) 744-5104 or (413) 744-5718.



Notices



All notices and communications to be addressed as first provided above, except notices with respect
to payments to be addressed Attention: Securities Custody and Collection Department, F 381.



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



Taxpayer I.D. Number: 04-1590850




A-23









 








	 	 	 	 	 
	 

	 	 	 	Principal Amount
	Name and Address

	 	 	 	of Series C Notes 
	of Purchaser

	 	 	 	to Be Purchased






	 	 	 	 	 
	MassMutual Asia Limited

	 	 	 	$250,000
	c/o David L. Babson & Company Inc.
	 	 	 	 
	1295 State Street
	 	 	 	 
	Springfield, Massachusetts 01111
	 	 	 	 
	Attention: Securities Investment Division
	 	 	 	 






Payments



All payments on or in respect of the Notes shall be made by crediting in the form of bank wire
transfer of Federal or other immediately available funds (identifying each payment as “Nordson
Corporation, 7.11% Senior Notes, Series C, due May 15, 2011, PPN 655663 B* 2, principal, premium or
interest”) to:



Citibank, N.A

111 Wall Street

New York, New York 10043

ABA #021-000-089

For MassMutual Spot Priced Contract

Account No. 30413797

Re: Description of security, principal and interest split



With telephone advice of payment to the Securities Custody and Collection Department of David L.
Babson & Company Inc. at (413) 744-5104 or (413) 744-5718.



Notices



All notices and communications to be addressed as first provided above, except notices with respect
to payments to be addressed Attention: Securities Custody and Collection Department, F 381.



Name of Nominee in which Notes are to be issued: Gerlach & Co.



Taxpayer I.D. Number: 04-1590850




A-24









 








	 	 	 	 	 
	 

	 	 	 	Principal Amount
	Name and Address

	 	 	 	of Series C Notes 
	of Purchaser

	 	 	 	to Be Purchased






	 	 	 	 	 
	Massachusetts Mutual Life Insurance Company

	 	 	 	$4,400,000
	c/o David L. Babson & Company Inc.
	 	 	 	 
	1295 State Street
	 	 	 	 
	Springfield, Massachusetts 01111
	 	 	 	 
	Attention: Securities Investment Division
	 	 	 	 






Payments



All payments on or in respect of the Notes shall be made by crediting in the form of bank wire
transfer of Federal or other immediately available funds (identifying each payment as “Nordson
Corporation, 7.11% Senior Notes, Series C, due May 15, 2011, PPN 655663 B* 2, principal, premium or
interest”) to:



Chase Manhattan Bank, N.A.

4 Chase MetroTech Center

New York, New York 10081

ABA #021-000-021

For MassMutual Pension Management

Account No. 910-2594018

Re: Description of security, principal and interest split



With telephone advice of payment to the Securities Custody and Collection Department of David L.
Babson & Company Inc. at (413) 744-5104 or (413) 744-5718.



Notices



All notices and communications to be addressed as first provided above, except notices with respect
to payments to be addressed Attention: Securities Custody and Collection Department, F 381.



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



Taxpayer I.D. Number: 04-1590850




A-25









 








	 	 	 	 	 
	 

	 	 	 	Principal Amount
	Name and Address

	 	 	 	of Series D Notes 
	of Purchaser

	 	 	 	to Be Purchased






	 	 	 	 	 
	Teachers Insurance and Annuity

	 	 	 	$10,000,000
	 Association of America 
	 	 	 	 
	730 Third Avenue
	 	 	 	 
	New York, New York 10017-3206
	 	 	 	 






Payments



All payments on or in respect of the Notes shall be made in immediately available funds at the
opening of business on the due date by electronic funds transfer through the Automated Clearing
House System to:



Chase Manhattan Bank

ABA #021-000-021

Account of: Teachers Insurance and Annuity Association of America

Account Number 900-9-000200

For further credit to the TIAA Account Number: G07040

Reference: PPN#/Issuer/Mat. Date/Coupon Rate/P&I Breakdown



Notices



Contemporaneous with the above electronic funds transfer, advice setting forth (1) the full name,
private placement number and interest rate of the Note; (2) allocation of payment between
principal, interest, premium and any special payment; and (3) name and address of Bank (or Trustee)
from which wire transfer was sent, shall be delivered, mailed or faxed to:



Teachers Insurance and Annuity Association of America

730 Third Avenue

New York, New York 10017-3206

Attention: Securities Accounting Division

Telephone: (212) 916-6004

Fax: (212) 916-6955




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All other notices and communications shall be delivered or mailed to:




	 	 	 	 	 
	 	 	Teachers Insurance and Annuity Association of America
	 	 	730 Third Avenue
	 	 	New York, New York 10017-3206
	 	 	Attention: Securities Division
	 

	 	Telephone:
	 	(212) 916-4119 (Greg Spilberg)
	 

	 	 	 	(212) 490-9000 (General Number)
	 

	 	Fax:
	 	(212) 916-6582 (Team Fax Number)






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



Taxpayer I.D. Number: 13-1624203





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Defined Terms




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



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



     “Business Day” means (a) for the purposes of Section 8.6 only, any day other than a Saturday,
a Sunday or a day on which commercial banks in New York City are required or authorized to be
closed, and (b) for the purposes of any other provision of this Agreement, any day other than a
Saturday, a Sunday or a day on which commercial banks in Cleveland, Ohio or New York, New York, are
required or authorized to be closed.



     “Capital Lease” means any lease the obligation for Rentals with respect to which is required
to be capitalized on a consolidated balance sheet of the lessee and its subsidiaries in accordance
with GAAP.



     “Change of Control” is defined in Section 8.3.



     “Change of Control Prepayment Date” is defined in Section 8.3.



     “Closing” is defined in Section 3.



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



     “Company” means Nordson Corporation, an Ohio corporation, and any successor thereto pursuant
to the terms hereof.



     “Company Notice” is defined in Section 8.3.



     “Confidential Information” is defined in Section 20.



     “Consolidated Cash Flow” for any period means the sum of (a) Consolidated EBITDA plus (without
duplication), (b) the Consolidated EBITDA for such period of Persons acquired by the Company and
its Subsidiaries during the most recently completed four fiscal quarters to the



Schedule B

(to Note Purchase Agreement)





 









 







extent that such Consolidated EBITDA of Persons acquired is confirmed by audited financial or
other credible information relied on by the Company in good faith (which other information need not
be audited or auditable), minus (ii) the Consolidated EBITDA for such period of Persons disposed of
by the Company and its Subsidiaries during the most recently completed four fiscal quarters.



     “Consolidated EBITDA” for any period means the sum of (a) Consolidated Net Income during such
period plus (to the extent deducted in determining Consolidated Net Income) (b) (i) all provisions
for any Federal, state or local income taxes (U.S. or foreign) made by the Company and its
Subsidiaries during such period, (ii) all provisions for depreciation and amortization (other than
amortization of debt discount) made by the Company and its Subsidiaries during such period, and
(iii) Consolidated Interest Expense during such period and (iv) all EBITDA Adjustments (defined
below) during such period (less non-recurring gains).




     For purposes of calculating Consolidated EBITDA, the term “EBITDA Adjustments” shall
mean (a) for calculations including any fiscal quarters in the fiscal years of the Company
ending October 29, 2000 and October 28, 2001, non-cash charges taken by the Company during
such fiscal quarters in connection with the Company’s “Action 2000 Plan” up to an aggregate
amount, for all such changes, not to exceed $11,000,000, and (b) in addition to the amounts
set forth in clause (a), other non-cash charges taken by the Company during any fiscal
quarter of the Company in accordance with GAAP, up to an aggregate amount for all such
charges during any period of four consecutive fiscal quarters of the Company, not to exceed
$8,000,000.



     “Consolidated Interest Expense” of the Company and its Subsidiaries for any period means, on a
consolidated basis, eliminating inter-company items in accordance with GAAP the sum of (a) (i) all
interest in respect of Debt of the Company and its Subsidiaries (including the interest component
on Rentals on Capital Leases) accrued or capitalized during such period (whether or not actually
paid during such period), (ii) all amortization of debt discount and expense on all Debt
(including, without limitation, payment-in-kind, zero coupon and other like Securities) for which
such calculations are being made and (iii) all program expenses under any receivables
securitization program, plus (b)(i) without duplication, the interest expense for such period of
Persons acquired by the Company and its Subsidiaries during the most recently completed four fiscal
quarters to the extent that such interest expense of Persons acquired is confirmed by audited
financial or other credible information relied upon by the Company in good faith (which other
information need not be audited or auditable), minus (ii) the interest expense for such period of
Persons disposed of by the Company and its Subsidiaries during the most recently completed four
fiscal quarters. Computations of Consolidated Interest Expense on a pro forma basis for Debt
having a variable interest rate shall be calculated at the rate in effect on the date of any
determination.



     “Consolidated Net Income” for any period means the net income (or loss) of the Company and its
Subsidiaries for such period, as determined in accordance with GAAP, after eliminating offsetting
debits and credits between the Company and its Subsidiaries and all other items required to be
eliminated in the course of the preparation of consolidated financial



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statements of the Company and its Subsidiaries in accordance with GAAP, and after eliminating
earnings or losses attributable to outstanding Minority Interests, and excluding in any event:




     (a) net earnings of any business entity (other than a Subsidiary) in which the Company
or any Subsidiary has an ownership interest unless such net earnings shall have actually
been received by the Company or such Subsidiary in the form of cash distributions; and




     (b) any other non-recurring, extraordinary gain or loss during such period.



     “Consolidated Net Worth” means, as of the date of any determination, the sum of (a)
stockholders’ equity plus (b) Minority Interest accounts, each as would be shown on a consolidated
balance sheet of the Company and its Subsidiaries prepared in accordance with GAAP as of such date.



     “Consolidated Priority Debt” means all Priority Debt of the Company and its Subsidiaries
determined on a consolidated basis eliminating inter-company items.



     “Consolidated Tangible Assets” means the book value of all assets of the Company and its
Subsidiaries minus goodwill and other general intangibles, as determined on a consolidated basis
and in accordance with GAAP.



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



     “Consolidated Total Debt” means all Debt of the Company and its Subsidiaries, determined on a
consolidated basis eliminating inter-company items.



     “Credit Agreement” means that certain Credit Agreement dated as of May 17, 2001 among the
Company, as borrower, and the KeyBank National Association, as Administrative Agent, Wachovia Bank,
N.A., as Syndication Agent, Credit Lyonnais Chicago Branch, as Co-Documentation Agent, The Bank of
Nova Scotia, as Co-Documentation Agent and the other financial institutions named therein, as
amended, supplemented, modified, refinanced or replaced from time to time.



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




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




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



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




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




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




     (f) all obligations of such Person arising in connection with transactions and other
arrangements which are treated by such Person for any purpose (including, without
limitation, tax, state real estate, commercial law or bankruptcy) as financing arrangements
or loans, or which give rise to the creation of indebtedness of such Person;




     (g) Swaps of such Person;




     (h) Securitization Recourse Obligations; and




     (i) any Guaranty of such Person with respect to liabilities of a type described in any
of clauses (a) through (h) hereof.


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




     “Debt Prepayment Application” means, with respect to any sale, lease or other disposition of
property or assets, the application by the Company or its Subsidiaries of cash in an amount equal
to the Net Proceeds with respect to such sale, lease or other disposition to pay Senior Funded Debt
of the Company (other than Senior Funded Debt owing to the Company, any of its Subsidiaries or any
Affiliate and Senior Funded Debt in respect of any revolving credit or similar credit facility
providing the Company or any of its Subsidiaries with the right to obtain loans or other extensions
of credit from time to time, except to the extent that in connection with such payment of Senior
Funded Debt the availability of credit under such credit facility is permanently reduced by an
amount not less than the amount of such proceeds applied to the payment of such Senior Funded
Debt), provided that in the course of making such application the Company shall offer to prepay at
par each outstanding Note in accordance with Section 8.2 (except that such prepayment shall be at
par) in a principal amount which equals the Ratable Portion for such Note. If any holder of a Note
fails to accept such offer of prepayment, then, for purposes of the preceding sentence only, the
Company nevertheless will be deemed to have paid Senior Funded Debt in an amount equal to the
Ratable Portion for such Note. “Ratable Portion” for any Note means an amount equal to the product
of (x) the Net Proceeds being so applied to the payment of Senior Funded Debt multiplied by (y) a
fraction the numerator of which is the outstanding principal amount of such Note and the
denominator of which is the aggregate principal amount of Senior Funded Debt of the Company. If
all holders of the Notes decline the



B-4









 







prepayment offer made by the Company, then the Company shall not be required to permanently
reduce any revolving credit or similar credit facility to which Net Proceeds were concurrently
offered and applied in connection with such sale, lease or other disposition of property or assets.



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



     “Default Rate” means that rate of interest that is the greater of (i) 2% per annum above the
rate of interest stated in clause (a) of the first paragraph of the relevant Note or (ii) 2% over
the rate of interest publicly announced by CitiBank N.A., New York, New York, or any successor
thereto, as its “base” or “prime” rate.



     “Distribution” means, in respect of any corporation, association or other business entity:




     (a) dividends or other distributions or payments on capital stock or other equity
interest of such corporation, partnership, association or other business entity (except
distributions in such stock, other equity interest or other securities); and




     (b) the redemption or acquisition of such stock or other equity interests or of
warrants, rights or other options to purchase such stock or other equity interests (except
when solely in exchange for such stock or other equity interests) unless made,
contemporaneously, from the net proceeds of a sale of such stock or other equity interests.



     “Environmental Laws” means any and all Federal, state, local, and foreign statutes, laws,
regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants,
franchises, licenses, agreements or governmental restrictions relating to pollution and the
protection of the environment or the release of any materials into the environment, including but
not limited to those related to hazardous substances or wastes, air emissions and discharges to
waste or public systems.



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



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



     “Event of Default” is defined in Section 11.



     “Exchange Act” means the Securities Exchange Act of 1934, as amended.



     “Fair Market Value” means, at any time and with respect to any property, the sale value of
such property that would be realized in an arm’s-length sale at such time between an informed and
willing buyer and an informed and willing seller (neither being under a compulsion to buy or sell).



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



     “Governmental Authority” means




     (a) the government of




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




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




     (b) any entity exercising executive, legislative, judicial, regulatory or
administrative functions of, or pertaining to, any such government.



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




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




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




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




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


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




     “Hazardous Material” means any and all pollutants, toxic or hazardous wastes or any other
substances, including all substances listed in or regulated in any Environmental law that might
pose a hazard to health or safety, the removal of which may be required or the generation,
manufacture, refining, production, processing, treatment, storage, handling, transportation,



B-6









 







transfer, use, disposal, release, discharge, spillage, seepage, or filtration of which is or
shall be restricted, regulated, prohibited or penalized by any applicable law (including, without
limitation, asbestos, urea formaldehyde foam insulation and polychlorinated biphenyls).



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



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



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



     “Lien” means any interest in property securing an obligation owed to, or a claim by, a Person
other than the owner of the property, whether such interest is based on the common law, statute or
contract, and including but not limited to the security interest lien arising from a mortgage,
encumbrance, pledge, conditional sale or trust receipt or a lease, consignment or bailment for
security purposes. The term “Lien” shall include reservations, exceptions, encroachments,
easements, rights-of-way, covenants, conditions, restrictions, leases and other title exceptions
and encumbrances (including, with respect to stock, stockholder agreements, voting trust
agreements, buy-back agreements and all similar arrangements) affecting property. For the purposes
of this Agreement, the Company or a Subsidiary shall be deemed to be the owner of any property
which it has acquired or holds subject to a conditional sale agreement, Capital Lease or other
arrangement pursuant to which title to the property has been retained by or vested in some other
Person for security purposes and such retention or vesting shall constitute a Lien.



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



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



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



     “Memorandum” is defined in Section 5.3.



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



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



     “Net Proceeds” means, with respect to any sale, lease or other disposition of property or
assets by any Person, an amount equal to the difference of:




     (a) the aggregate amount of the consideration (valued at the Fair Market Value of such
consideration at the time of the consummation of such sale, lease or other disposition)
received by such Person in respect of such sale, lease or other disposition, minus




     (b) (i) the amount necessary for payment of any Debt of such Person secured by the
property and assets involved in such sale, lease or other disposition that is required to be
repaid prior to or at the closing of such sale, lease or other disposition and (ii) all
ordinary and reasonable out-of-pocket costs and expenses (including any taxes payable as a
direct result of such sale, lease or other disposition) actually incurred by such Person in
connection with such sale, lease or other disposition.



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



     “Noteholder Notice” is defined in Section 8.3.



     “Notes” is defined in Section 1.



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



     “Other Agreements” is defined in Section 2.



     “Other Purchasers” is defined in Section 2.



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



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



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



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



     “Priority Debt” means (a) all Debt of the Company secured by a Lien created or incurred
pursuant to Section 10.5(g) or Section 10.5(j) and (b) all Debt and mandatorily redeemable
Preferred Stock of the Subsidiaries except for Debt and mandatorily redeemable Preferred Stock of
Subsidiaries owed to the Company or Wholly-owned Subsidiaries.



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



     “Property Reinvestment Application” means, with respect to any sale, lease or other
disposition of property or assets, the satisfaction of each of the following conditions:




     (a) an amount equal to the Net Proceeds with respect to such sale, lease or other
disposition shall have been applied to the acquisition by the Company or any of its
Subsidiaries, of fixed or capital assets, or stock of an entity which becomes a Subsidiary,
which assets and stock are unencumbered by any Lien created in connection with or in
contemplation of such acquisition; provided (i) any such assets are property classifiable
under GAAP as non-current, (ii) any such assets or Subsidiary are to be used in the
principal business of the Company and its Subsidiaries, and (iii) immediately after the
acquisition, the Company is in compliance with Section 10.2 (on a pro forma basis) and
Section 10.5; and




     (b) the Company shall have delivered a certificate of a Responsible Officer of the
Company to each holder of a Note referring to Section 10.7(b) and identifying the property
and assets that were the subject of such sale, lease or other disposition, and the nature,
terms, amount and application of the Net Proceeds from the sale, lease or other disposition.



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



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



     “Required Holders” means, at any time, the holders of at least 66-2/3% in principal amount of
the Notes at the time outstanding (exclusive of Notes then owned by the Company or any of its
Affiliates).



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



     “Restricted Investments” means all Investments, other than:




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




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




     (c) Investments in property or assets to be used in the ordinary course of the business
of the Company and its Subsidiaries as described in Section 9.6 of this Agreement;




     (d) Investments representing travel advances in the usual and ordinary course of
business to officers and employees of the Company and its Subsidiaries incidental to
carrying-on the business of the Company or any Subsidiaries;




     (e) Investments in Securities resulting from the settlement of obligations of other
Persons created in the usual and ordinary course of business and owing to the Company or a
Subsidiary;




     (f) Investments of the Company existing as of the date of the Closing and described on
Schedule 10.6 hereto;




     (g) receivables arising from the sale of goods and services in the ordinary course of
business of the Company and its Subsidiaries;



B-10









 






     (h) Investments in commercial paper of corporations organized under the laws of the
United States or any state thereof maturing in 270 days or less from the date of issuance
which, at the time of acquisition by the Company or any Subsidiary, is accorded a rating of
“A-1” or better by Standard & Poor’s Ratings Group or “P-1” by Moody’s Investors Service,
Inc.;




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




     (j) Investments in certificates of deposit and time deposits maturing within one year
from the date of issuance thereof, either issued by a bank or trust company organized under
the laws of the United States or any State thereof having capital, surplus and undivided
profits aggregating at least $200,000,000; provided that at the time of acquisition thereof
by the Company or a Subsidiary (1) the senior unsecured long-term debt of such bank or trust
company or of the holding company of such bank or trust company is rated “A-” or better by
Standard & Poor’s Ratings Group or “A3” or better by Moody’s Investors Service, Inc. or (2)
such certificate of deposit or time deposit is issued by any bank or trust company organized
under the laws of the United States or any state thereof to the extent that such Investments
are fully insured by the Federal Depository Insurance Corporation;




     (k) Investments in repurchase agreements with respect to any Security described in
clause (i) of this definition entered into with a depository institution or trust company
acting as principal described in clause (j) of this definition if such repurchase agreements
are by their terms to be performed by the repurchase obligor and such repurchase agreements
are deposited with a bank or trust company of the type described in clause (j) of this
definition;




     (l) Investments in any money market fund which is classified as a current asset in
accordance with GAAP, the aggregate asset value of which “marked to market” is at least
$100,000,000,000 and which is managed by a fund manager of recognized national standing, and
which invests substantially all of its assets in obligations described in clauses (h)
through (j) above; and




     (m) Investments of the Company not described in the foregoing clauses (a) through (l);
provided that the aggregate amount of all such Investments shall not at any time exceed 15%
of Consolidated Net Worth.



     “Restricted Payment” means




     (a) any Distribution in respect of the Company or any Subsidiary thereof (other than on
account of capital stock, partnership, equity or other similar interests of a Subsidiary
owned legally and beneficially by the Company or another Subsidiary thereof),



B-11









 






including, without limitation, any Distribution resulting in the acquisition by the Company
of Securities which would constitute treasury stock, and




     (b) any payment, repayment, redemption, retirement, repurchase or other acquisition,
direct or indirect, by the Company or any Subsidiary of, on account of, or in respect of,
the principal of any Subordinated Debt (or any installment thereof) prior to the regularly
scheduled maturity date thereof (as in effect on the date such Subordinated Debt was
originally incurred).



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



     “Securitization Recourse Obligations” means, with respect to any Person, obligations of such
Person, undertaken in connection with a sale of receivables in a securitization transaction, to
repurchase, provide substitute receivables or other property or indemnify the purchaser of such
receivables in the event of defaults on such receivables, provided, however, that Securitization
Recourse Obligations shall not include obligations customarily provided for in asset securitization
transactions and arising from breaches of representations or warranties. For the purposes of all
computations made under this Agreement, Securitization Recourse Obligations in respect of any
receivables at any time shall be deemed to be equal to the maximum recourse portion of the
then-outstanding amount of such receivables.



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



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



     “Senior Funded Debt” means all Debt of the Company for borrowed money having a maturity of
more than one year from the date of origin and which is not expressed to be subordinate to or
junior in rank to any other Debt of the Company.



     “Significant Subsidiary” means at any time any Subsidiary of the Company that would at such
time constitute a “significant subsidiary” (as such term is defined in Regulation S-X of the
Securities and Exchange Commission as in effect on the date of the Closing) and identified as a
Significant Subsidiary in Schedule 5.4 hereof, together with each other Subsidiary identified in
any officer’s certificate delivered pursuant to Section 7.2(b) or designated as a Significant
Subsidiary pursuant to Section 10.10.



     “Special Purpose Subsidiary” means any Subsidiary created as a special purpose entity in
connection with one or more securitization transactions entered into in connection with a sale of
receivables permitted under Section 10.7(b)(ii), provided, however, that such Subsidiary shall not
own any property or conduct any activities other than those properties and activities which are
reasonably required to be owned and conducted in connection with the involvement of such Subsidiary
in such securitization transactions.



     “Subordinated Debt” means any Debt that is in any manner subordinated in right of payment or
security in any respect to Debt evidenced by the Notes.



B-12









 





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



     “Subsidiary Guaranty” is defined in Section 9.8.



     “Subsidiary Stock” means, with respect to any Person, the stock or other equity interests (or
any options or warrants to purchase stock or other equity interests or other Securities
exchangeable for or convertible into stock or other equity interests) of any subsidiary of such
Person.



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



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



     “Wholly-owned Subsidiary” means, at any time, any Subsidiary one hundred percent (100%) of all
of the equity interests (except directors’ qualifying shares) and voting interests of which are
owned by any one or more of the Company and the Company’s other Wholly-owned Subsidiaries at such
time.



B-13









 





[Form of Series A Note]




Nordson Corporation




6.79% Senior Note, Series A, due May 15, 2006




			
	 	 	 
	No. [                              ]
	 	[Date]
	$[                                   ]
	 	PPN 655663 A@1






     For Value Received, the undersigned, Nordson Corporation (herein called the
“Company”), a corporation organized and existing under the laws of the State of Ohio, hereby
promises to pay to [                                        ], or registered assigns, the principal sum of
[                                        ] Dollars on May 15, 2006, with interest (computed on the basis of a
360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the rate of 6.79% per
annum from the date hereof, payable semiannually, on the fifteenth day of May and November in each
year, commencing with the May 15 or November 15 next succeeding the date hereof, until the
principal hereof shall have become due and payable, and (b) to the extent permitted by law on any
overdue payment (including any overdue prepayment) of principal, any overdue payment of interest
and any overdue payment of any Make-Whole Amount (as defined in the Note Purchase Agreements
referred to below), payable semiannually as aforesaid (or, at the option of the registered holder
hereof, on demand), at a rate per annum from time to time equal to the greater of (i) 8.79% or (ii)
2% over the rate of interest publicly announced by CitiBank N.A., from time to time in New York,
New York as its “base” or “prime” rate.



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



     This Note is one of the 6.79% Senior Notes, Series A, due May 15, 2006 (the “Series A Notes”)
of the Company in the aggregate principal amount of $40,000,000 which, together with the Company’s
$20,000,000 aggregate principal amount of 7.11% Senior Notes, Series B, due May 15, 2008 (the
“Series B Notes”), the Company’s $30,000,000 aggregate principal amount of 7.11% Senior Notes,
Series C, due May 15, 2011 (the “Series C Notes”), and the Company’s $10,000,000 aggregate
principal amount of 7.51% Senior Notes, Series D, due May 15, 2011 (the “Series D Notes” and,
together with the Series A Notes, the Series B Notes and the Series C Notes, collectively, the
“Notes”), was issued pursuant to separate Note Purchase Agreements, dated as of May 15, 2001 (as
from time to time amended, the “Note Purchase Agreements”), between the Company and the respective
Purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be
deemed, by its acceptance hereof, (i) to have agreed to the confidentiality provisions set forth in
Section 20 of the Note Purchase Agreements and (ii) to have made the representation set forth in
Section 6.2 of the Note Purchase Agreements.



     This Note is a registered Note and, as provided in the Note Purchase Agreements, upon
surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written




Exhibit 1-A

(to Note Purchase Agreement)




 









 







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



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



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



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



	 	 	 	 	 
	 	Nordson Corporation





By 

      Name:

      Title:

 	 
	 	 	 
	 	 	 
	 	 	 
	 




E-1A-2









 





[Form of Series B Note]




Nordson Corporation




7.11% Senior Note, Series B, due May 15, 2008




			
	 	 	 
	No. [                              ]
	 	[Date]
	$[                                   ]
	 	PPN 655663 A#9






     For Value Received, the undersigned, Nordson Corporation (herein called the
“Company”), a corporation organized and existing under the laws of the State of Ohio, hereby
promises to pay to [                                        ], or registered assigns, the principal sum of
[                                        ] Dollars on May 15, 2008, with interest (computed on the basis of a
360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the rate of 7.11% per
annum from the date hereof, payable semiannually, on the fifteenth day of May and November in each
year, commencing with the May 15 or November 15 next succeeding the date hereof, until the
principal hereof shall have become due and payable, and (b) to the extent permitted by law on any
overdue payment (including any overdue prepayment) of principal, any overdue payment of interest
and any overdue payment of any Make-Whole Amount (as defined in the Note Purchase Agreements
referred to below), payable semiannually as aforesaid (or, at the option of the registered holder
hereof, on demand), at a rate per annum from time to time equal to the greater of (i) 9.11% or (ii)
2% over the rate of interest publicly announced by CitiBank N.A., from time to time in New York,
New York as its “base” or “prime” rate.



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



     This Note is one of the 7.11% Senior Notes, Series B, due May 15, 2008 (the “Series B Notes”)
of the Company in the aggregate principal amount of $20,000,000 which, together with the Company’s
$40,000,000 aggregate principal amount of 6.79% Senior Notes, Series A, due May 15, 2006 (the
“Series A Notes”), the Company’s $30,000,000 aggregate principal amount of 7.11% Senior Notes,
Series C, due May 15, 2011 (the “Series C Notes”), and the Company’s $10,000,000 aggregate
principal amount of 7.51% Senior Notes, Series D, due May 15, 2011 (the “Series D Notes” and,
together with the Series A Notes, the Series B Notes and the Series C Notes, collectively, the
“Notes”), was issued pursuant to separate Note Purchase Agreements, dated as of May 15, 2001 (as
from time to time amended, the “Note Purchase Agreements”), between the Company and the respective
Purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be
deemed, by its acceptance hereof, (i) to have agreed to the confidentiality provisions set forth in
Section 20 of the Note Purchase Agreements and (ii) to have made the representation set forth in
Section 6.2 of the Note Purchase Agreements.



     This Note is a registered Note and, as provided in the Note Purchase Agreements, upon
surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written



Exhibit 1-B

(to Note Purchase Agreement)




 









 







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



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



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



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



	 	 	 	 	 
	 	Nordson Corporation





By 

     Name:

     Title:

 	 
	 	 	 
	 	 	 
	 	 	 



E-1B-2









 






	 	 	 	 	 



[Form of Series C Note]




Nordson Corporation




7.11% Senior Note, Series C, due May 15, 2011




			
	 	 	 
	No. [                              ]
	 	[Date]
	$[                                   ]
	 	PPN 655663 B*2






     For Value Received, the undersigned, Nordson Corporation (herein called the
“Company”), a corporation organized and existing under the laws of the State of Ohio, hereby
promises to pay to [                                        ], or registered assigns, the principal sum of
[                                        ] Dollars on May 15, 2011, with interest (computed on the basis of a
360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the rate of 7.11% per
annum from the date hereof, payable semiannually, on the fifteenth day of May and November in each
year, commencing with the May 15 or November 15 next succeeding the date hereof, until the
principal hereof shall have become due and payable, and (b) to the extent permitted by law on any
overdue payment (including any overdue prepayment) of principal, any overdue payment of interest
and any overdue payment of any Make-Whole Amount (as defined in the Note Purchase Agreements
referred to below), payable semiannually as aforesaid (or, at the option of the registered holder
hereof, on demand), at a rate per annum from time to time equal to the greater of (i) 9.11% or (ii)
2% over the rate of interest publicly announced by CitiBank N.A., from time to time in New York,
New York as its “base” or “prime” rate.



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



     This Note is one of the 7.11% Senior Notes, Series C, due May 15, 2011 (the “Series C Notes”)
of the Company in the aggregate principal amount of $30,000,000 which, together with the Company’s
$40,000,000 aggregate principal amount of 6.79% Senior Notes, Series A, due May 15, 2006 (the
“Series A Notes”), the Company’s $20,000,000 aggregate principal amount of 7.11% Senior Notes,
Series B, due May 15, 2008 (the “Series B Notes”), and the Company’s $10,000,000 aggregate
principal amount of 7.51% Senior Notes, Series D, due May 15, 2011 (the “Series D Notes” and,
together with the Series A Notes, the Series B Notes and the Series C Notes, collectively, the
“Notes”), was issued pursuant to separate Note Purchase Agreements, dated as of May 15, 2001 (as
from time to time amended, the “Note Purchase Agreements”), between the Company and the respective
Purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be
deemed, by its acceptance hereof, (i) to have agreed to the confidentiality provisions set forth in
Section 20 of the Note Purchase Agreements and (ii) to have made the representation set forth in
Section 6.2 of the Note Purchase Agreements.



     This Note is a registered Note and, as provided in the Note Purchase Agreements, upon
surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written



Exhibit 1-C

(to Note Purchase Agreement)




 









 







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



     The Company will make required prepayments of principal on the dates and in the amounts
specified in the Note Purchase Agreements. This Note is also subject to optional prepayment, in
whole or from time to time in part, at the times and on the terms specified in the Note Purchase
Agreements, but not otherwise.



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



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



	 	 	 	 	 
	 	Nordson Corporation





By 

     Name:

     Title:

 	 
	 	 	 
	 	 	 
	 	 	 



E-1C-2









 






	 	 	 	 	 



[Form of Series D Note]




Nordson Corporation




7.51% Senior Note, Series D, due May 15, 2011




			
	 	 	 
	No. [                              ]
	 	[Date]
	$ [                                   ]
	 	PPN 655663 B@0






     For Value Received, the undersigned, Nordson Corporation (herein called the
“Company”), a corporation organized and existing under the laws of the State of Ohio, hereby
promises to pay to [                                        ], or registered assigns, the principal sum of
[                                        ] Dollars on May 15, 2011, with interest (computed on the basis of a
360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the rate of 7.51% per
annum from the date hereof, payable semiannually, on the fifteenth day of May and November in each
year, commencing with the May 15 or November 15 next succeeding the date hereof, until the
principal hereof shall have become due and payable, and (b) to the extent permitted by law on any
overdue payment (including any overdue prepayment) of principal, any overdue payment of interest
and any overdue payment of any Make-Whole Amount (as defined in the Note Purchase Agreements
referred to below), payable semiannually as aforesaid (or, at the option of the registered holder
hereof, on demand), at a rate per annum from time to time equal to the greater of (i) 9.51% or (ii)
2% over the rate of interest publicly announced by CitiBank N.A., from time to time in New York,
New York as its “base” or “prime” rate.



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



     This Note is one of the 7.51% Senior Notes, Series D, due May 15, 2011 (the “Series D Notes”)
of the Company in the aggregate principal amount of $10,000,000 which, together with the Company’s
$40,000,000 aggregate principal amount of 6.79% Senior Notes, Series A, due May 15, 2006 (the
“Series A Notes”), the Company’s $20,000,000 aggregate principal amount of 7.11% Senior Notes,
Series B, due May 15, 2008 (the “Series B Notes”) and the Company’s $30,000,000 aggregate principal
amount of 7.11% Senior Notes, Series C, due May 15, 2011 (the “Series C Notes” and, together with
the Series A Notes, the Series B Notes and the Series D Notes, collectively, the “Notes”), was
issued pursuant to separate Note Purchase Agreements, dated as of May 15, 2001 (as from time to
time amended, the “Note Purchase Agreements”), between the Company and the respective Purchasers
named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by
its acceptance hereof, (i) to have agreed to the confidentiality provisions set forth in Section 20
of the Note Purchase Agreements and (ii) to have made the representation set forth in Section 6.2
of the Note Purchase Agreements.



     This Note is a registered Note and, as provided in the Note Purchase Agreements, upon
surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written



Exhibit 1-D

(to Note Purchase Agreement)




 









 







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



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



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



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



	 	 	 	 	 
	 	Nordson Corporation





By 

     Name:

     Title:

 	 
	 	 	 
	 	 	 
	 	 	 



E-1D-2









 






	 	 	 	 	 



Form of Opinion of Counsel

to the Company





     The closing opinions of Robert Veillette, Esq. and of Thompson Hine LLP, special counsel for
the Company, which are called for by Section 4.4(a) of the Agreement, shall be dated the date of
the Closing and addressed to you and the Other Purchasers, shall be satisfactory in scope and form
to you and the Other Purchasers and, taken together, shall be to the effect that:




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




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




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




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




     5. No approval, consent or withholding of objection on the part of, or filing,
registration or qualification with, any governmental body, Federal, state or local, is




Exhibit 4.4(a)

(to Note Purchase Agreement)





 









 






necessary in connection with the execution, delivery and performance of the Agreement, the
Other Agreements or the Notes.




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




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




     8. The issuance of the Notes and the use of the proceeds of the sale of the Notes in
accordance with the provisions of and contemplated by the Agreement and the Other Agreements
do not violate or conflict with Regulation T, U or X of the Board of Governors of the
Federal Reserve System.




     9. The Company is not an “investment company” or a company “controlled” by an
“investment company” under the Investment Company Act of 1940, as amended.




     10. There is no litigation pending or, to the best knowledge of such counsel,
threatened which in such counsel’s opinion could reasonably be expected to have a materially
adverse effect on the Company’s business or assets or which would impair the ability of the
Company to issue and deliver the Notes or to comply with the provisions of the Agreement and
the Other Agreements.



     The opinions of Robert Veillette, Esq. and of Thompson Hine LLP shall cover such other matters
relating to the sale of the Notes as you and the Other Purchasers may reasonably request. With
respect to matters of fact on which such opinions are based, such counsel shall be entitled to rely
on appropriate certificates of public officials and officers of the Company.



     You and the Other Purchasers, together with subsequent holders of the Notes, may rely on the
opinions of Robert Veillette, Esq. and of Thompson Hine LLP.




E-4.4(a)-2









 








Form of Opinion of Special Counsel

to the Purchasers




     The closing opinion of Chapman and Cutler, special counsel to you and the Other Purchasers,
called for by Section 4.4(b) of the Agreement, shall be dated the date of the Closing and addressed
to you and the Other Purchasers, shall be satisfactory in form and substance to you and the Other
Purchasers and shall be to the effect that:




     1. The Company is a corporation, validly existing and in good standing under the laws
of the State of State of Ohio and has the corporate power and the corporate authority to
execute and deliver the Agreement and the Other Agreements and to issue the Notes.




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




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




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



     The opinion of Chapman and Cutler shall also state that the opinions of Robert Veillette, Esq.
and of Thompson Hine LLP are satisfactory in scope and form to Chapman and Cutler and that, in
their opinion, you and the Other Purchasers are justified in relying thereon.



     In rendering the opinion set forth in paragraph 1 above, Chapman and Cutler may rely solely
upon an examination of the Articles of Incorporation certified by, and a certificate of good
standing of the Company from, the Secretary of State of State of Ohio, the By-laws of the Company
and the general business corporation law of the State of Ohio. The opinion of Chapman and Cutler
is limited to the laws of the State of New York, the general business corporation law of the State
of Ohio and the Federal laws of the United States.



     With respect to matters of fact upon which such opinion is based, Chapman and Cutler may rely
on appropriate certificates of public officials and officers of the Company.



Exhibit 4.4(b)

(to Note Purchase Agreement)