<PAGE>
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                               BINKS SAMES CORPORATION
                               _______________________

                WAIVER AND SECOND AMENDMENT TO NOTE PURCHASE AGREEMENT
                               _______________________

                                         Re:

                Note Purchase Agreement Dated as of November 30, 1993

                                         and

                       $15,000,000 Original Principal Amount of
                  7.14% Series A Senior Notes Due December 6, 2008

                                 DATED MARCH 16, 1998







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

<PAGE>

                                  TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                           PAGE
<S>                                                                        <C>
1.   AMENDMENTS AND WAIVERS. . . . . . . . . . . . . . . . . . . . . . . . .  2
     1.1  Amendment of Existing Note Purchase Agreement. . . . . . . . . . .  2
     1.2  Amendment and Restatement of Existing Notes. . . . . . . . . . . .  2
     1.3  Waivers of Existing Events of Default. . . . . . . . . . . . . . .  2
                                                                         
2.   REPRESENTATIONS AND WARRANTIES. . . . . . . . . . . . . . . . . . . . .  2
     2.1  Corporate Existence and Power. . . . . . . . . . . . . . . . . . .  2
     2.2  Corporate Authority. . . . . . . . . . . . . . . . . . . . . . . .  2
     2.3  Binding Effect . . . . . . . . . . . . . . . . . . . . . . . . . .  3
     2.4  Full Disclosure. . . . . . . . . . . . . . . . . . . . . . . . . .  3
     2.5  Financial Information. . . . . . . . . . . . . . . . . . . . . . .  3
     2.6  Outstanding Debt and Liens . . . . . . . . . . . . . . . . . . . .  3
     2.7  Litigation; No Violation of Governmental Orders or Laws. . . . . .  4
     2.8  No Conflicts with Agreements, Etc. . . . . . . . . . . . . . . . .  4
     2.9  Consents, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . .  4
     2.10 No Defaults. . . . . . . . . . . . . . . . . . . . . . . . . . . .  5
     2.11 Compliance with Law. . . . . . . . . . . . . . . . . . . . . . . .  5
     2.12 Title to Property; Leases. . . . . . . . . . . . . . . . . . . . .  5
     2.13 Environmental Matters. . . . . . . . . . . . . . . . . . . . . . .  5
     2.14 Collateral . . . . . . . . . . . . . . . . . . . . . . . . . . . .  6
     2.15 Solvency . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  7
                                                                         
3.   CONDITIONS PRECEDENT. . . . . . . . . . . . . . . . . . . . . . . . . .  7
     3.1  Officer Certificates . . . . . . . . . . . . . . . . . . . . . . .  7
     3.2  Opinion of Counsel . . . . . . . . . . . . . . . . . . . . . . . .  8
     3.3  Reaffirmation of Guaranty Agreement. . . . . . . . . . . . . . . .  8
     3.4  Amended and Restated Credit Agreement. . . . . . . . . . . . . . .  8
     3.5  Collateral Sharing Agreement . . . . . . . . . . . . . . . . . . .  8
     3.6  Collateral Documents . . . . . . . . . . . . . . . . . . . . . . .  8
     3.7  Lien Searches. . . . . . . . . . . . . . . . . . . . . . . . . . .  9
     3.8  Cash Management Agreement. . . . . . . . . . . . . . . . . . . . .  9
     3.9  Termination Of Factoring Agreement . . . . . . . . . . . . . . . . 10
     3.10 Binks Sames Ltd. Charter Amendment . . . . . . . . . . . . . . . . 10
     3.11 Accrued Interest on Existing Notes . . . . . . . . . . . . . . . . 10
     3.12 Exchange of Existing Notes . . . . . . . . . . . . . . . . . . . . 10
     3.13 Closing Fee. . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
     3.14 Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
     3.15 Proceedings Satisfactory . . . . . . . . . . . . . . . . . . . . . 10
                                                                         
4.   MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
     4.1  Effect of Amendment and Waiver . . . . . . . . . . . . . . . . . . 11
     4.2  No Legend Required . . . . . . . . . . . . . . . . . . . . . . . . 11
     4.3  Fees and Expenses. . . . . . . . . . . . . . . . . . . . . . . . . 11
     4.4  Survival . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
     4.5  Duplicate Originals; Execution in Counterpart. . . . . . . . . . . 12
     4.6  Governing Law. . . . . . . . . . . . . . . . . . . . . . . . . . . 12
</TABLE>

                                       i
<PAGE>
                                  TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                              PAGE
<S>                           <C>                                             <C>
Schedule A               --   Noteholder Information
Schedule 1               --   Waivers of Existing Events of Default
Schedule 2.6             --   Outstanding Debt and Liens
Schedule 2.7             --   Pending Litigation
Schedule 2.9             --   Consents
Schedule 2.14(i)         --   Recording Information
Exhibit 1.1              --   Amendment of Existing Note Purchase Agreement
Exhibit 1.2              --   Amendment and Restatement of Existing Notes
Exhibit 3.6(a)           --   Form of Mortgage
Exhibit 3.6(b)           --   Form of Security Agreement
Exhibit 3.6(c)           --   Form of Patent Security Agreement
Exhibit 3.6(d)           --   Form of Pledge Agreement

</TABLE>
                                       ii
<PAGE>

                               BINKS SAMES CORPORATION

                WAIVER AND SECOND AMENDMENT TO NOTE PURCHASE AGREEMENT

                                         Re:

                Note Purchase Agreement Dated as of November 30, 1993

                                         and

                       $15,000,000 Original Principal Amount of
                   7.14% Series A Senior Notes Due December 6, 2008

                                                            Dated March 16, 1998


The Equitable Life Assurance
 Society of the United States
c/o Alliance Corporate Finance
 Group Incorporated
1345 Avenue of the Americas, 39th Floor
New York, New York  10105

Ladies and Gentlemen:

     Reference is made to the Note Purchase Agreement dated as of November 30,
1993, as amended by a Waiver and First Amendment to the Note Purchase Agreement
dated September 23, 1997 (such Note Purchase Agreement, as so amended, herein
referred to as the "EXISTING NOTE PURCHASE AGREEMENT"), between Binks Sames
Corporation (formerly Binks Manufacturing Company), a Delaware corporation (the
"COMPANY"), and each of the institutions named in Schedule I thereto, under and
pursuant to which Fifteen Million Dollars ($15,000,000) aggregate principal
amount of 7.14% Series A Senior Notes due December 6, 2008 (the "EXISTING
NOTES") were originally issued.  All capitalized terms used but not specifically
defined in this Amendment have the respective meanings assigned to them in, or
pursuant to the provisions of, the Existing Note Purchase Agreement, as amended
by this Amendment (the Existing Note Purchase Agreement, as so amended, is
herein referred to as the "AMENDED NOTE PURCHASE AGREEMENT").

     The Company requests the amendment of certain provisions of the Existing
Note Purchase Agreement and the waiver of the existing Defaults and Events of
Default specified herein, and, in exchange therefor, the Company agrees to amend
and restate the Existing Notes to, among other things, increase the interest
rate and shorten the maturity applicable thereto (the Existing Notes, as amended
and restated pursuant to this Amendment, are herein referred to as the "AMENDED
NOTES"), to grant, and to cause one or more of its Subsidiaries to grant, the
security interests described in the Collateral Documents, and to amend such
other terms and provisions of the Existing Note Purchase Agreement, in the
manner herein provided.

     In consideration of the foregoing and for other good and valuable
consideration (the receipt and sufficiency of which are hereby acknowledged),
the Company and you (subject to satisfaction of the conditions set forth below
in Section 3) hereby agree as follows:
                                       
<PAGE>

1.   AMENDMENTS AND WAIVERS

     1.1  AMENDMENT OF EXISTING NOTE PURCHASE AGREEMENT.

     The Existing Note Purchase Agreement is hereby amended in the manner
specified in Exhibit 1.1 hereto.

     1.2  AMENDMENT AND RESTATEMENT OF EXISTING NOTES.

     The Existing Notes are hereby amended and restated in the manner specified
in Exhibit 1.2 hereto.

     1.3  WAIVERS OF EXISTING EVENTS OF DEFAULT.

     Each existing Event of Default under the Existing Note Purchase Agreement
set forth in Schedule 1 hereto is hereby waived.

2.   REPRESENTATIONS AND WARRANTIES

     To induce you to enter into this Amendment, the Company makes the
representations and warranties set forth in this Section 2.  The Company agrees
and acknowledges that for purposes of Section 12.1(c) of the Amended Note
Purchase Agreement, its representations and warranties, as set forth in this
Amendment, are and constitute representations and warranties furnished in
connection with the Amended Note Purchase Agreement.

     2.1  CORPORATE EXISTENCE AND POWER.

     Each of the Company, SEI and each other Material Subsidiary of the Company
is a corporation duly organized, validly existing and in good standing under the
laws of its jurisdiction of incorporation, is duly qualified to do business in
each additional jurisdiction where the failure to so qualify would have a
Material Adverse Effect, and has all requisite corporate power to own its
Properties and to carry on its business as now being conducted and as proposed
to be conducted.  Each of the Company and each Subsidiary has all requisite
corporate power and authority to execute, deliver and perform its obligations
under each Financing Document to which it is a party.

     2.2  CORPORATE AUTHORITY.

     The execution, delivery and performance by the Company and each Subsidiary
of each Financing Document to which the Company or such Subsidiary is a party is
within the corporate powers of the Company or such Subsidiary, as the case may
be, and has been duly authorized by all necessary corporate action on the part
of the board of directors (no action on the part of the stockholders of the
Company or any such Subsidiary being required by law) of the Company or such
Subsidiary.

     2.3  BINDING EFFECT.

     Each Financing Document to which the Company or any Subsidiary is a party
has been duly executed by the Company or such Subsidiary and is a legal, valid
and binding obligation of the Company or such Subsidiary, as the case may be,
enforceable against the Company or such Subsidiary in accordance with its terms,
except as such enforceability may be limited by bankruptcy, insolvency or
similar laws affecting the enforcement of creditors' rights generally, or by
general principles of equity.


                                       2
<PAGE>

     2.4  FULL DISCLOSURE.

     The written statements and materials furnished by or on behalf of the
Company (other than those marked "Draft," "subject to review" or words of
similar intent or meaning) to you in connection with this Amendment and the
transactions contemplated hereby do not contain any untrue statement of a
material fact or omit a material fact necessary to make the statements contained
therein or herein not misleading in light of the circumstances in which they
were made.  There is no fact known to the Company which the Company has not
disclosed to you in writing which materially affects adversely or, so far as the
Company can now reasonably foresee, will materially affect adversely the
business, prospects, profits, Properties or condition (financial or otherwise)
of the Company and its Subsidiaries, taken as a whole, or the ability of the
Company and each Subsidiary to perform its obligations set forth in the
Financing Documents to which it is a party.

     2.5  FINANCIAL INFORMATION.

          (a)  FINANCIAL STATEMENTS.  The Company has delivered to you true and
     complete copies of its consolidated unaudited financial statements for the
     fiscal year ended November 30, 1997.  Such historical financial statements
     were prepared in accordance with GAAP consistently applied and fairly
     present the financial condition of the Company and its Subsidiaries as of
     the date thereof and the results of operations for the period covered
     thereby. 

          (b)  PROJECTIONS.  The Company has delivered to you projected
     financial statements of the Company and the Subsidiaries listed in Exhibit
     A to the Disclosure Letter (collectively, the "PROJECTIONS").  The
     assumptions used in the preparation of the Projections were reasonable when
     made and continue to be reasonable.  The Projections have been prepared by
     the financial personnel of the Company with the assistance of its advisors
     in light of the business of the Company and its Subsidiaries.  The
     Projections have been prepared in good faith, have a reasonable basis and
     represent the good faith opinion of the Company as to the projected results
     of the operations of the Company and its Subsidiaries.  No material facts
     or events known to the Company have occurred since the preparation of the
     Projections that would cause the Projections, taken as a whole, not to be
     reasonably attainable.

     2.6  OUTSTANDING DEBT AND LIENS.

     Schedule 2.6 hereto sets forth a correct and complete schedule and brief
description of all Debt of the Company and its Subsidiaries outstanding on the
Effective Date and all consensual Liens securing such Debt.  There are no Liens
on any of the Property of the Company or any of its Subsidiaries except Liens
permitted by Section 7.3(C) of the Amended Note Purchase Agreement.

     2.7  LITIGATION; NO VIOLATION OF GOVERNMENTAL ORDERS OR LAWS.

          (a)  Except as set forth on Schedule 2.7 hereto, there are no actions,
     suits or proceedings pending, or, to the knowledge of the Company after due
     inquiry, threatened against or affecting the Company or any of its
     Subsidiaries or any Properties or rights of any of them which individually
     or in the aggregate could reasonably be expected to have a Material Adverse
     Effect.

          (b)  There are no actions, suits or proceedings pending, or, to the
     knowledge of the Company after due inquiry, threatened against or affecting
     the Company or any of its 
     

                                       3
<PAGE>

     Subsidiaries which seek to enjoin, or otherwise prevent the consummation 
     of, the transactions contemplated herein or to recover any damages or 
     obtain any relief as a result of any of the transactions contemplated 
     herein in any court or before any arbitrator of any kind or before or by 
     any Governmental Body.

          (c)  Neither the Company nor any Subsidiary is now, or will be after
     or as a result of giving effect to the transactions contemplated herein, in
     default under, or in violation of, any Order of any court, arbitrator or
     Governmental Body or of any federal, state, local or foreign statute,
     ordinance or law or of any rule or regulation of any Governmental Body,
     which default or violation has or could reasonably be expected to have a
     Material Adverse Effect; and, except as set forth in Schedule 2.7 hereto,
     neither the Company nor any Subsidiary is subject to any Order of any court
     or Governmental Body arising out of any action, suit or proceeding under
     any statute, law, rule or regulation respecting antitrust, monopoly,
     restraint of trade or unfair competition.

     2.8  NO CONFLICTS WITH AGREEMENTS, ETC.

     Neither the execution and delivery by the Company or any Subsidiary of any
Financing Document to which it is a party, nor the fulfillment of, or compliance
with, the terms and provisions hereof or thereof, will conflict with, or result
in a breach or violation of any term, condition or provision of, or constitute a
default under, or result in the creation of any Lien on any Property of the
Company or such Subsidiary pursuant to its charter or by-laws, or any contract,
agreement, mortgage, indenture, lease or instrument to which it is a party or by
which it is bound or to which it or any of its Property is subject, or any
Order, statute, law, rule or regulation to which it or any of its Property is
subject, which individually or in the aggregate could reasonably be expected to
have a Material Adverse Effect.

     2.9  CONSENTS, ETC.

     No consent, approval or authorization of, or declaration, registration or
filing (except as contemplated under Section 3.7) with, any Governmental Body or
any nongovernmental Person, including, without limitation, any creditor or
stockholder of the Company or any Subsidiary, is required in connection with the
execution or delivery by the Company or any Subsidiary of any Financing Document
to which it is a party or the performance by the Company or such Subsidiary of
its obligations thereunder, or as a condition to the legality, validity or
enforceability of any such Financing Document, except for such consents,
approvals, authorizations, declarations, registrations or filings of the Lenders
or the Agent or as are listed in Schedule 2.9, all of which have been or will on
or prior to the date hereof be obtained and are or will then be in full force
and effect.

     2.10 NO DEFAULTS.

     No event has occurred and is continuing and no condition exists which, upon
execution and delivery of this Amendment (and giving effect to Section 1.3),
would constitute a Default or Event of Default.  Neither the Company nor any
Subsidiary is in default in the payment of principal or interest on any Debt or
in default under any instrument or instruments or agreements under and subject
to which any Debt has been issued and no event has occurred and is continuing
under the provisions of any such instrument or agreement which with the lapse of
time or the giving of notice, or both, would constitute a default or an event of
default thereunder, which individually or in the aggregate could reasonably be
expected to have a Material Adverse Effect.


                                       4
<PAGE>

     2.11 COMPLIANCE WITH LAW.

     Except as disclosed in Schedule 6.18 to the Credit Agreement, the Company
and each Subsidiary is in compliance with all laws, ordinances, governmental
rules and regulations to which it is subject, including, without limitation, the
Occupational Safety and Health Act of 1970, ERISA and all Environmental Laws,
except for any noncompliance that individually or in the aggregate could
reasonably be expected to have a Material Adverse Effect.

     2.12 TITLE TO PROPERTY; LEASES.

     The Company and its Subsidiaries have good title to their respective
Properties that individually or in the aggregate are material, in each case free
and clear of Liens prohibited by Section 7.3(C) of the Amended Note Purchase
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.

     2.13 ENVIRONMENTAL MATTERS.

     Except as disclosed in Schedule 6.18 of the Credit Agreement, the Company
does not have knowledge of any claim, has not 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 the Company or any Subsidiary or other
Property, alleging any damage to the environment or violation of any
Environmental Laws, except, in each case, such as could not reasonably be
expected to have a Material Adverse Effect.  Except as otherwise disclosed to
you in writing:

          (a)  the Company does not have knowledge of any facts which would give
     rise to any claim, public or private, of violation of any Environmental Law
     or damage to the environment emanating from, occurring on or in any way
     related to real property now or formerly owned, leased or operated by the
     Company or any Subsidiary or to other Property or its use, except, in each
     case, such as could not reasonably be expected to have a Material Adverse
     Effect;

          (b)  neither the Company nor any Subsidiary has stored any Hazardous
     Materials on real property now or formerly owned, leased or operated by the
     Company or any such Subsidiary or 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 have 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 have a Material Adverse Effect.

     2.14 COLLATERAL.

          (a)  COLLATERAL DOCUMENTS.

               (i)  MORTGAGES.  Each Mortgage creates a valid Lien upon the real
          property and interests described therein in favor of the Collateral
          Agent, and when such document has been recorded as indicated on
          Schedule 2.14(i) and all appropriate recording fees and taxes have
          been paid, such Lien shall be a perfected 


                                       5
<PAGE>

          first priority Lien subject to no other Liens except to the extent 
          permitted by Section 7.3(C) of the Amended Note Purchase Agreement.

               (ii)  SECURITY AGREEMENTS.  Each of the Security Agreements
          creates a valid Lien in and to the Collateral (as defined in such
          Security Agreement) in favor of the Collateral Agent, and when all
          UCC-1 financing statements required by such Security Agreement to be
          filed with public recording offices have been so filed, and all taxes,
          recording fees and other fees and charges required by applicable law
          to be paid in connection therewith have been duly paid in full, such
          Lien shall be a perfected, first priority Lien on the Collateral of a
          type which may be perfected by the filing of a UCC financing statement
          or by possession, subject to no Liens except to the extent permitted
          by Section 7.3(C) of the Amended Note Purchase Agreement.

               (iii) PATENT SECURITY AGREEMENT.  The Patent Security 
          Agreement of the Company dated the Effective Date creates a valid 
          Lien in and to the Patents and Licenses (as such terms are defined 
          in the Patent Security Agreement) in favor of the Collateral Agent, 
          and upon the filing thereof with the United States Patent and 
          Trademark Office and the filing of UCC-1 financing statements as 
          therein provided for, such Lien will be a perfected first priority 
          Lien in and to the Patents and Licenses in which a Lien may be 
          perfected by the filing of a UCC financing statement or filing with 
          the United States Patent and Trademark Office, subject to no Liens 
          except to the extent permitted by Section 7.3(C) of the Amended 
          Note Purchase Agreement; 

               (iv)  TRADEMARK SECURITY AGREEMENT.  The Trademark Security
          Agreement of the Company dated the Effective Date creates a valid Lien
          in and to the Trademarks and Licenses (as such terms are defined in
          the Trademark Security Agreement) in favor of the Collateral Agent,
          and upon the filing thereof with the United States Patent and
          Trademark Office and the filing of UCC-1 financing statements as
          therein provided for, such Lien will be a perfected first priority
          Lien in and to the Trademarks and Licenses in which a Lien may be
          perfected by the filing of a UCC financing statement or filing with
          the United States Patent and Trademark Office, subject to no Liens
          except to the extent permitted by Section 7.3(C) of the Amended Note
          Purchase Agreement; and

               (v)   PLEDGE AGREEMENTS.  Each of the Pledge Agreements creates a
          valid Lien in and to the Pledged Collateral (as defined in such Pledge
          Agreement) in favor of the Collateral Agent, and upon delivery of such
          Pledged Collateral to the Collateral Agent such Lien will be a
          perfected first priority Lien in and to such of the Pledged Collateral
          as to which a Lien may be perfected by delivery, subject to no Liens
          except to the extent permitted by Section 7.3(C) of the Amended Note
          Purchase Agreement.

          (b)  Warranties and Representations True.  All warranties and
     representations made by the Company and SEI in each of the Collateral
     Documents are true and correct as of the date hereof.

     2.15 Solvency.

     The fair value of the business and assets of the Company and each SEI is in
excess of the amount that will be required to pay its liabilities (including,
without limitation, contingent, subordinated, unmatured and unliquidated
liabilities on existing debts, as such liabilities may become absolute and
matured), in each case both prior to and after giving effect to the transactions
contemplated by the Financing Documents and the Credit Agreement.  After giving
effect to the 


                                       6
<PAGE>

transactions contemplated by the Financing Documents and the Credit 
Agreement, neither the Company nor SEI will be engaged in any business or 
transaction, or about to engage in any business or transaction, for which 
such Person has unreasonably small capital, and neither the Company nor SEI 
has or had any intent to hinder, delay or defraud any entity to which it is, 
or will become, on or after the Effective Date, indebted or to incur debts 
that would be beyond its ability to pay as such debts mature.

3.   CONDITIONS PRECEDENT

     The amendments and the waivers set forth in Sections 1.1 and 1.2 shall
become effective upon the satisfaction of the following conditions (the date of
such effectiveness is herein referred to as the "EFFECTIVE DATE"):

     3.1  OFFICER CERTIFICATES.

          (a)  Company Secretary's Certificate.  The Company shall have
     delivered to you a certificate, dated the Effective Date, certifying as to
     the resolutions attached thereto and other corporate proceedings relating
     to the authorization, execution and delivery of each of the Financing
     Documents to which the Company is a party.

          (b)  Subsidiary Secretary's Certificates.  Each Subsidiary shall have
     delivered to you a certificate, dated the Effective Date, certifying as to
     the resolutions attached thereto and other corporate proceedings relating
     to the authorization, execution and delivery of the Financing Documents to
     which such Subsidiary is a party.

     3.2  OPINION OF COUNSEL.

     You shall have received from Vedder, Price, Kaufman & Kammholz, counsel for
the Company and its Subsidiaries, an opinion, dated the Effective Date, in form
and substance satisfactory to you and your special counsel.

     3.3  REAFFIRMATION OF GUARANTY AGREEMENT.

     You shall have received from SEI a reaffirmation of the Guaranty Agreement,
in form and substance satisfactory to you and your special counsel.

     3.4  AMENDED AND RESTATED CREDIT AGREEMENT.

     The Company, the Lenders and the Agent shall have executed and delivered to
you a copy of the Credit Agreement, which shall provide for at least $7,000,000
in new financing and otherwise be in form and substance satisfactory to you and
your special counsel.

     3.5  COLLATERAL SHARING AGREEMENT.

     Each of the Lenders, the Collateral Agent, the Company and SEI shall have
delivered to you a fully executed counterpart of the Collateral Sharing
Agreement, in form and substance satisfactory to you and your special counsel.


                                       7
<PAGE>

     3.6  COLLATERAL DOCUMENTS.

          (a)  MORTGAGES.  Separate Mortgages relating to the Company's real
     properties located in the States of Georgia, Oregon and Texas,
     substantially in the form of Exhibit 3.6(a) hereto shall be duly executed
     and delivered by the Company and the Collateral Agent, and a copy of each
     thereof evidencing such due execution and delivery shall be delivered to
     you, certified as true and correct by an officer of the Company. 

          (b)  SECURITY AGREEMENTS.  Separate Security Agreements, substantially
     in the form of Exhibit 3.6(b) hereto, shall be duly executed and delivered
     by the Collateral Agent and each of the Company and SEI, respectively, and
     a copy of each thereof evidencing such due execution and delivery shall be
     delivered to you, certified as true and correct by an officer of the
     Company.

          (c)  PATENT SECURITY AGREEMENT.  A Patent Security Agreement,
     substantially in the form of Exhibit 3.6(c) hereto, shall be duly executed
     and delivered by the Company and the Collateral Agent, and a copy thereof
     evidencing such due execution and delivery shall be delivered to you,
     certified as true and correct by an officer of the Company.

          (d)  TRADEMARK SECURITY AGREEMENT.  A Trademark Security Agreement
     substantially in the form of Exhibit 3.6(d) hereto, shall be duly executed
     and delivered by the Company and the Collateral Agent, and a copy thereof
     evidencing such due execution and delivery shall be delivered to you,
     certified as true and correct by the Company.

          (e)  PLEDGE AGREEMENTS.  Separate Pledge Agreements of the Company
     pledging 65% of the Capital Stock of Sames, S.A., Binks-Sames Limited and
     Binks Sames Canada, Ltd., and 100% of the Capital Stock of SEI shall be
     duly executed and delivered by the Company, and a copy of each thereof
     evidencing such due execution and delivery shall be delivered to you,
     certified as true and correct by the Company.  All stock certificates and
     undated stock powers executed in blank required to be executed and
     delivered by the Company to the Collateral Agent by the terms of each of
     the Pledge Agreements shall have been so delivered, and the Company shall
     provide you with copies thereof, certified as true and correct by the
     Company.

          (f)  PERFECTION OF LIENS.  The Company shall have executed and
     delivered to the Collateral Agent all UCC-1 financing statements necessary
     to perfect the Liens of the Collateral Agent in the Collateral which may be
     perfected by the filing thereof and shall have delivered to the Collateral
     Agent all appropriate stock certificates (together with undated stock
     powers executed in blank to the Collateral Agent).

          (g)  TERMINATION OR ASSIGNMENT OF EXISTING LIENS.  All actions
     necessary to terminate, release or assign to the Collateral Agent any and
     all Liens (including all mortgages) on all properties of the Company and
     its Subsidiaries, other than Liens permitted under Section 7.3(C) of the
     Amended Note Purchase Agreement, shall have been taken in accordance with
     the provisions of the Collateral Documents.

          (h)  LANDLORD AGREEMENTS.  The Company shall have delivered to you
     copies of certain agreements entered into by the Company with lessors of
     certain premises leased by the Company, relating to the Collateral located
     on such premises, in form and substance reasonably satisfactory to you and
     your special counsel, and will use its best efforts for the thirty-day
     period following the Effective Date to deliver similar agreements with its
     other lessors that shall not have been delivered as of the Effective Date.


                                       8
<PAGE>

          (i)  TITLE MATTERS.  The Company shall have delivered or caused to be
     delivered to you one or more loan policies of title insurance, satisfactory
     to you and showing no exceptions to title except as acceptable to you.

          (j)  CERTIFICATES OF INSURANCE.  The Company shall have delivered to
     you certificates of insurance evidencing the insurance required by the
     Credit Agreement, showing the Collateral Agent as loss payee (as its
     interest may appear) thereunder.

     3.7  LIEN SEARCHES.

     The Company shall have delivered to you Lien searches showing that the
Collateral (as defined in the Security Agreement) of the Company and its
Subsidiaries is subject to no Liens other that Liens permitted under Section
7.3(C) of the Amended Note Purchase Agreement.

     3.8  TERMINATION OF FACTORING AGREEMENT.

     The Company shall have delivered to you documentation evidencing that the
Master Factoring Agreement entered into on February 11, 1998 between Reservoir
Capital Corporation and the Company, has been terminated, all "Assigned
Accounts" have been reassigned to the Company, and all Liens on any assets of
the Company in favor of Reservoir Capital Corporation have been released.

     3.9  BINKS SAMES LTD. CHARTER AMENDMENT.

     You shall have received a copy of an amendment to the Articles of
Association of Binks Sames Ltd., amending such Articles of Association in the
manner contemplated by Section 4.1 of the Equitable Share Charge between Company
and the Agent dated as of November 21, 1997.

     3.10 ACCRUED INTEREST ON EXISTING NOTES.

     The Company shall have paid to you accrued interest on the Existing Notes
up to but not including the Effective Date.

     3.11 EXCHANGE OF EXISTING NOTES.

     You shall have received, in exchange for the Existing Notes, one or more
Amended Notes in the form of Exhibit 1.2 hereto, dated the Effective Date, in
the aggregate principal amount of Fifteen Million Dollars ($15,000,000), duly
executed by the Company.

     3.12 CLOSING FEE.

     The Company shall have paid to you or on your behalf, in either case, by
wire transfer of immediately available funds as set forth on Annex 1, the first
instalment of the Closing Fee in the amount of Thirty-Seven Thousand Five
Hundred Dollars ($37,500).

     3.13 EXPENSES.

     All fees and disbursements required to be paid pursuant to Section 4.3
shall have been paid in full.


                                       9
<PAGE>

     3.14 PROCEEDINGS SATISFACTORY.

     All proceedings taken in connection with the execution and delivery of this
Amendment and the transactions contemplated hereby shall be reasonably
satisfactory to you and your special counsel; and you and your special counsel
shall have received copies of such documents and papers as may be reasonably
requested in connection therewith.

4.   MISCELLANEOUS

     4.1  EFFECT OF AMENDMENT AND WAIVER.

     If the foregoing is acceptable to you, please note your acceptance in the
space provided below.  Upon the execution and delivery by you and the Company,
the Existing Note Purchase Agreement shall be deemed to be amended as set forth
above and the waivers as set forth above shall be deemed to be effective.  This
Amendment shall be binding upon, and shall inure to the benefit of, the
permitted successors and assigns of the parties hereto and the holders from time
to time of the Amended Notes.  Except as expressly provided herein, (i) no terms
or provisions of any agreement are modified or changed by this Amendment, (ii)
the terms of this Amendment shall not operate as a waiver by you of, or
otherwise prejudice your rights, remedies or powers under, the Existing Note
Purchase Agreement or under any applicable law and (iii) the terms and
provisions of the Existing Note Purchase Agreement shall continue in full force
and effect, as amended by this Amendment.

     4.2  NO LEGEND REQUIRED.

     Any and all notices, requests, certificates and other instruments
including, without limitation, the Amended Notes, may refer to the Note Purchase
Agreement or the Note Purchase Agreement dated as of November 30, 1993 without
making specific reference to this Waiver and Second Amendment to Note Purchase
Agreement, but nevertheless all such references shall be deemed to include this
Waiver and Second Amendment to Note Purchase Agreement unless the context shall
otherwise require.

     4.3  FEES AND EXPENSES.

     Whether or not the transactions herein contemplated shall be consummated,
the Company agrees to pay directly all of your reasonable out-of-pocket expenses
in connection with the preparation, negotiation, execution and delivery of this
Amendment, the Collateral Documents and the other Financing Documents, and the
transactions contemplated hereby and thereby, including, but not limited to, the
fees and disbursements of Hebb & Gitlin, your special counsel, and Coopers &
Lybrand L.L.P., financial advisor to you and the Lenders, photocopying costs,
and charges for shipping the Amended Notes, adequately insured, to you at your
home office or at such other place as you may designate, and so long as you
shall hold any of the Amended Notes, all such expenses relating to any
amendments, waivers or consents pursuant to the provisions hereof, including,
without limitation, any amendments, waivers or consents resulting from any
work-out, restructuring or similar events relating to the performance by the
Company and its Subsidiaries of their respective obligations under this
Amendment and the other Financing Documents.  The Company also agrees that it
will pay and save you harmless against any and all liability with respect to
stamp and other taxes, if any, which may be payable or which may be determined
to be payable in connection with the execution and delivery of this Amendment or
any of the other Financing Documents, whether or not any Amended Notes are then
outstanding.  The Company agrees to protect and indemnify you against any
liability for any and all brokerage fees and commissions payable or claimed to
be payable to any Person in connection with the transactions contemplated by
this Amendment.  Without limiting 


                                       10
<PAGE>

the foregoing, the Company agrees to pay your costs of obtaining a private 
placement number for the Amended Notes, and authorizes the submission of such 
information as may be required by the CUSIP Service Bureau of Standard & 
Poor's for the purpose of obtaining such number.

     4.4  SURVIVAL.

     All warranties, representations, certifications and covenants made by the
Company in this Amendment or in any certificate or other instrument delivered by
it or on its behalf under this Amendment shall be considered to have been relied
upon by you and shall survive the execution of this Amendment, regardless of any
investigation made by or on your behalf.  All statements in any such certificate
or other instrument shall constitute warranties and representations of the
Company under this Amendment.

     4.5  DUPLICATE ORIGINALS; EXECUTION IN COUNTERPART.

     Two or more duplicate originals of this Amendment may be signed by the
parties, each of which shall be an original but all of which together shall
constitute one and the same instrument.  This Amendment may be executed in one
or more counterparts and shall be effective when at least one counterpart shall
have been executed by each party to this Amendment, and each set of counterparts
which, collectively, show execution by each such party to this Amendment shall
constitute one duplicate original.

     4.6  GOVERNING LAW.

     THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND SHALL BE GOVERNED
BY THE INTERNAL LAWS OF THE STATE OF NEW YORK.

      [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; NEXT PAGE IS SIGNATURE PAGE.]


                                       11
<PAGE>

     If you are in agreement with the foregoing, please sign the form of
acceptance in the space provided below, whereupon the foregoing shall become a
binding agreement between you and the Company as of the date first above
written.


                                   BINKS SAMES CORPORATION



                                   By: /s/ Jeffrey W. Lemajeur
                                      -------------------------------------
                                   Name: Jeffrey W. Lemajeur
                                   Title: Vice President, Chief Financial
                                          Officer


                                   THE EQUITABLE LIFE ASSURANCE
                                   SOCIETY OF THE UNITED STATES



                                   By: /s/ Joel Serbransky
                                      -------------------------------------
                                   Name: Joel Serbransky
                                   Title:
                                       
<PAGE>

                                      SCHEDULE A

                                NOTEHOLDER INFORMATION

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------------
 Noteholder Name                              THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
---------------------------------------------------------------------------------------------------------------------------------
 <S>                                          <C>
 Name in Which Note is Registered             THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
---------------------------------------------------------------------------------------------------------------------------------
 Note Registration Number; Principal Amount   R-4;  $15,000,000
---------------------------------------------------------------------------------------------------------------------------------
 Payment on Account of Note

       Method                                 Federal Funds Wire Transfer

       Account Information                    The Chase Manhattan Bank, N.A.
                                              1251 Avenue of the Americas
                                              New York, New York 10020
                                              ABA # 021-00-0021
                                              Account of:  The Equitable Life Assurance Society of 
                                              the United States
                                              Account No. #037-2-409417
                                              Re:  See "Accompanying Information" below.
---------------------------------------------------------------------------------------------------------------------------------
 Accompanying Information                     Name of Company:  BINKS SAMES CORPORATION
                                              Description of 
                                              Security:         7.64% Series A Senior Secured Note Due September 30, 1999
                                              PPN:                    090527 A@ 1
                                              Due Date and Application (as among principal and interest) of the payment being
                                              made:
---------------------------------------------------------------------------------------------------------------------------------
 Address for Notices Related to Payments      The Equitable Life Assurance Society of 
                                              the United States
                                              c/o Alliance Capital Management, L.P.
                                              135 West 50th Street - 5th Floor
                                              New York, NY 10020
                                              Attention:  Treasury Services
---------------------------------------------------------------------------------------------------------------------------------
 Address for all other Notices                The Equitable Life Assurance Society of 
                                              the United States
                                              c/o Alliance Capital Management, L.P.
                                              1345 Avenue of the Americas
                                              New York, NY 10105
                                              Attention:  Fixed Income Credit
                                                          Research Division - 38th Floor
                                                          (212) 969-1488 - TEL
                                                          (212) 969-1466 - FAX
---------------------------------------------------------------------------------------------------------------------------------
 Tax Identification Number                    13-5570651
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>



                                     Schedule A-1

<PAGE>

                                      SCHEDULE 1

                        WAIVERS OF EXISTING EVENTS OF DEFAULT

                                  EVENTS OF DEFAULT

     1.   SECTION 12.1(c) OF THE EXISTING NOTE PURCHASE AGREEMENT.  The Events
of Default which have occurred and are continuing under Section 12.1(c) of the
Existing Note Purchase Agreement resulting from the Company's breach of Sections
7.1(h), 7.1(j), 7.1(k), 10.1(c), 10.10 and 10.11 of the Existing Note Purchase
Agreement.


     2.   SECTION 12.1(d) OF THE EXISTING NOTE PURCHASE AGREEMENT.  The Events
of Default which have occurred and are continuing under Section 12.1(d) of the
Existing Note Purchase Agreement resulting from the Company's breach of

          (a)  the delivery requirements of Section 7.1(a), (b), (c) and (d)
     with respect to the quarterly and annual fiscal periods of the Company
     ended November 30, 1997,

          (b)  the notice requirements of Sections 7.1(h) and 7.1(j) with
     respect to the other events described in this Schedule 1,

          (c)  the notice requirements of Section 7.1(k) with respect to certain
     matters described in the Disclosure Letter,

          (d)  the requirement under Section 9.2 to make timely payment of real
     estate taxes relating to its Oregon property (which taxes have bee paid in
     full prior to the Effective Date), and

          (e)  the requirements under Section 9.3(c) with respect to three
     Subsidiaries changing their fiscal years to November 30.

     3.   SECTION 12.1(e) OF THE EXISTING NOTE PURCHASE AGREEMENT.  The Event of
Default which has occurred and are continuing under Section 12.1(e) of the
Existing Note Purchase Agreement resulting from the Company's "Defaults" under
the Credit Agreement and the expiration of the 90-day grace period with respect
to one or more of such Defaults.


     The holder of the Notes on the Effective Date represents that, as of the
Effective Date, it does not have "actual knowledge" of any Defaults or Events of
Default other than those set forth above.


                                     Schedule 1-1

<PAGE>

                                     SCHEDULE 2.6

                              OUTSTANDING DEBT AND LIENS


[To be provided by the Company.]



                                    Schedule 2.6-1

<PAGE>

                                     SCHEDULE 2.7

                                  PENDING LITIGATION


[To be provided by the Company.]



                                    Schedule 2.7-1

<PAGE>

                                     SCHEDULE 2.9

                                       CONSENTS


[To be provided by the Company.]



                                    Schedule 2.9-1

<PAGE>

                                   SCHEDULE 2.14(i)

                                RECORDING INFORMATION


[To be provided by the Company.]



                                 Schedule 2.14(i)-1

<PAGE>

                                                                     EXHIBIT 1.1

                    AMENDMENT OF EXISTING NOTE PURCHASE AGREEMENT

     1.   AMENDMENT OF ARTICLE I OF THE EXISTING NOTE PURCHASE AGREEMENT.  The
first paragraph of Article I of the Existing Note Purchase Agreement is amended
and restated in its entirety as follows:

          The Company has authorized, and (subject to the effectiveness of the
     Second Amendment) agrees and consents to, the amendment and restatement in
     their entirety of the Existing Notes, as provided for in this Agreement. 
     The Existing Notes as so amended and restated (including each note
     delivered pursuant to any provision of this Agreement and any note
     delivered in substitution for any such note pursuant to any such
     provisions) are hereinafter sometimes referred to, collectively, as the
     "Notes."  The Notes shall (i) be substituted in the place of the Existing
     Notes (which shall be surrendered to the Company for cancellation), (ii) be
     dated and bear interest from March 16, 1998, (iii) have the terms and
     conditions herein and therein provided, and (iv) be substantially in the
     form of Exhibit A hereto attached.


     2.   AMENDMENT OF SECTION 3.1 OF THE EXISTING NOTE PURCHASE AGREEMENT. 
Section 3.1 of the Existing Note Purchase Agreement is amended and restated in
its entirety as follows:

          3.1  MANDATORY PAYMENTS OF SECURED OBLIGATIONS; LIMITATION ON SECURED
     OBLIGATIONS.

               (a)    MANDATORY PAYMENTS OF SECURED OBLIGATIONS.  The Secured
     Obligations shall be payable upon the occurrence of any of the following:

               (i)    ASSET SALE OR SALE INITIATIVE PREPAYMENTS.  Upon the
          consummation of any Asset Sale, other than any Excluded Asset Sale, by
          the Company or any of its Subsidiaries, where such Asset Sale results
          in Net Cash Proceeds individually for such transaction equal to or
          greater than $50,000 or collectively with all prior Asset Sales
          results in Net Cash Proceeds in the aggregate for all such
          transactions since the date hereof equal to or greater than $150,000,
          except as provided in the second sentence of this subsection (a)(i),
          within five Business Days after the Company's or any of its
          Subsidiary's (A) receipt of any Net Cash Proceeds from any such Asset
          Sale, or (B) conversion to cash or Cash Equivalents of non-cash
          proceeds (whether principal or interest and including securities,
          release of escrow arrangements or lease payments) received from any
          such Asset Sale, the Company shall make a mandatory prepayment (an
          "Asset Sale Prepayment") of the Secured Obligations in an amount equal
          to (1) 50% of such Net Cash Proceeds or such proceeds converted from
          non-cash to cash or Cash Equivalents received during the Sharing
          Period and (2) 90% of such Net Cash Proceeds or such proceeds
          converted from non-cash to cash or Cash Equivalents received after the
          Sharing Period.  Net Cash Proceeds of Asset Sales of equipment with
          respect to which the Company or any Subsidiary shall have given the
          Collateral Agent written notice of its intention to replace the
          equipment sold within four months following such sale shall not be
          subject to the prepayment requirements of the first sentence of this
          subsection (a)(i) unless and to the extent that such four-month period
          shall have expired without such equipment replacement having been made
          or unless prior to such replacement an Event of Default shall have
          occurred and be continuing.  The provisions of this subsection 


                                  Exhibit 1.1-1

<PAGE>

          (a)(i) shall govern only those asset sales of a type and magnitude 
          currently permitted under the terms of this Agreement.  To the 
          extent that the Company shall seek and obtain the requisite consent 
          of the Required Creditors pursuant to Section 7.5(g) permitting any 
          other sale, transfer or other disposition of any of the Company's 
          Subsidiaries, or any business line of the Company or its 
          Subsidiaries or other material transaction in connection with the 
          Sale Initiative, the Company shall make a mandatory prepayment (a 
          "Sale Initiative Prepayment") of the Secured Obligations in an 
          amount equal to 100% of the Net Cash Proceeds (or such proceeds 
          converted from non-cash to cash or Cash Equivalents) from such 
          sale, transfer or other disposition or such lesser amount as shall 
          be required to pay the Secured Obligations in full.

               (ii)   ISSUANCE PREPAYMENTS.  Upon the consummation of any
          Financing by the Company or SEI, within five Business Days after the
          Company's or SEI's  receipt of the Net Cash Proceeds from such
          Financing, the Company shall make a mandatory prepayment (an "Issuance
          Prepayment") of the Secured Obligations in an amount equal to (1) 50%
          of such Net Cash Proceeds received during the Sharing Period and (2)
          90% of such Net Cash Proceeds received after the Sharing Period.

               (iii)  SUBSIDIARY PREPAYMENTS.  Except as set forth in clauses
          (A) through (E) below, upon the receipt by the Company of any funds
          from any repatriation or other payment of monies from any of the
          Company's foreign subsidiaries (whether as a dividend, loan, return of
          capital or otherwise), within 5 Business Days after the Company's
          receipt of such funds, the Company shall make a mandatory prepayment
          (a "Subsidiary Prepayment") of the Secured Obligations in an amount
          equal to (1) 50% of such amounts received during the Sharing Period
          and (2) 90% of such amounts received after the Sharing Period;
          PROVIDED, no such mandatory prepayment of the Secured Obligations
          shall be required out of (A) the approximately $4,250,000 which the
          Company has received from Sames S.A.; (B) amounts received by the
          Company as a reimbursement for expenses incurred by the Company on
          behalf of a Subsidiary; (C) payments received from a Subsidiary as a
          result of its repayment, in the ordinary course, of intercompany
          Receivables incurred in the ordinary course of its business; (D)
          amounts received from intercompany management or guaranty fees in
          amounts not in excess of the amounts set forth in the financial
          information attached to the Disclosure Letter; and (E) amounts
          received from the liquidation of Binks International (Italia) S.r.l.
          and aggregating approximately $500,000.

               (iv)   TAX PREPAYMENTS.  Upon the receipt by the Company or SEI
          of the proceeds of any federal, state or local tax refunds, the
          Company shall make a mandatory prepayment (a "Tax Prepayment") of the
          Secured Obligations in an amount equal to 100% of the amount so
          refunded.

               (v)    AT MATURITY.  The Company will pay all of the principal
          amount of the Notes outstanding, if any, on September 30, 1999.

               (vi)   CONSTRUCTION.  Nothing in this Section 3.1(a) shall be
          construed to constitute the consent by any holder of Notes to any
          transaction referred to in subsections (i) through (iii) above which
          is not expressly permitted by the terms of this Agreement.

               (vii)  APPLICATION OF PREPAYMENTS.  Each mandatory prepayment
          required by subsections (i) through (iv), inclusive, of this Section
          3.1(a) shall be referred to


                                  Exhibit 1.1-2
<PAGE>

          herein as a "Designated Prepayment." Designated Prepayments shall 
          be paid to the Collateral Agent for application in accordance with 
          the terms of the Collateral Sharing Agreement.  Proceeds from 
          Designated Prepayments paid by the Collateral Agent shall be 
          allocated and applied in the following order of priority so long as 
          (1) no Event of Default has occurred hereunder, (2) no Default (as 
          defined in the Credit Agreement) has occurred under the Credit 
          Agreement and (3) no Agreement Default (as defined in the 
          Collateral Sharing Agreement) has occurred under the terms of any 
          agreement governing any other Priority Obligation:

                      (A)  as provided in Section 2.5(B)(i)(f)(I) through
               (III) of the Credit Agreement, as in effect on the Effective
               Date; and

                      (B)  to the Secured Obligations in the order set forth in
               Section 8 of the Collateral Sharing Agreement;

          PROVIDED, if such Designated Prepayment is made after the occurrence
          and during the continuance of any such Event of Default, Default or
          other Agreement Default (as defined in the Collateral Sharing
          Agreement), such Designated Prepayment shall be applied in accordance
          with the terms of the Collateral Sharing Agreement.

               (viii) PREPAYMENTS OF NOTES AT PAR.  Each Designated Prepayment,
          any prepayment pursuant to one or more transactions relating to the
          Sale Initiative and the payment at maturity of the principal amount of
          the Notes pursuant to this Section 3.1(a) shall be made together with
          accrued but unpaid interest on the principal amount being prepaid to
          the date of such prepayment, but without the Make Whole Premium.

               (b)    LIMIT ON SECURED OBLIGATIONS.  If the sum of (i) the
     Existing Obligations, PLUS (ii) the Supplemental Credit Obligations, PLUS
     (iii) the outstanding principal amount of the Notes, in each case measured
     as of the date of each Borrowing Base Certificate, exceeds either (A) the
     Borrowing Base at such time or (B) the difference of (1) $67,500,000 MINUS
     (2) the sum of the Designated Prepayments (other than Tax Prepayments) and
     any other prepayments of the Existing Obligations or the Notes made at or
     prior to such time, then such excess shall be repaid immediately in
     accordance with the provisions of the Credit Agreement.


     3.   AMENDMENT OF ARTICLE III OF THE EXISTING NOTE PURCHASE AGREEMENT. 
Article III of the Existing Note Purchase Agreement is amended by adding a new
Section to read as follows:

          3.8. FEES.

               (a)    DEFERRED CLOSING FEE.  The Company agrees to pay, to the
     holder of Notes on the Effective Date, a closing fee and the deferred
     closing fees at the times and in the amounts set forth in paragraph (a) of
     Schedule 3.8 to the Disclosure Letter.

               (b)    DEFERRED FACILITY FEE.  The Company agrees to pay to the
     holders of the Notes a deferred closing fee at the times and in the amounts
     set forth in paragraph (b) of Schedule 3.8 to the Disclosure Letter.


                                  Exhibit 1.1-3
<PAGE>

     4.   AMENDMENT OF ARTICLE VII OF THE EXISTING NOTE PURCHASE AGREEMENT.
Article VII of the Existing Note Purchase Agreement is amended and restated in
its entirety as follows:

          Article VII.     COVENANTS.

          7.1. REPORTING.  The Company shall:

          (A)  FINANCIAL REPORTING.  Furnish to each holder of Notes:

               (i)    MONTHLY REPORTS.  As soon as practicable and in any event
          within 30 days after the end of each calendar month (other than the
          calendar months ending February 28, May 31, August 31 and November 30
          of each fiscal year), the consolidated and consolidating balance
          sheets of the Company and its Subsidiaries as at the end of such
          period and the related consolidated and consolidating statements of
          income and cash flows of the Company and its Subsidiaries for such
          monthly period and for the period from the beginning of the then
          current fiscal year to the end of such monthly period, certified by
          the chief financial officer of the Company on behalf of the Company as
          fairly presenting the consolidated and consolidating financial
          position of the Company and its Subsidiaries as at the dates indicated
          and the results of their operations and cash flows for the periods
          indicated in accordance with GAAP, subject to normal year-end
          adjustments.

               (ii)   QUARTERLY REPORTS.  As soon as practicable, and in any
          event within 45 days after the end of each of the first three fiscal
          quarters of the Company in each fiscal year, the consolidated and
          consolidating balance sheets of the Company and its Subsidiaries as at
          the end of such period and the related consolidated and consolidating
          statements of income and cash flows of the Company and its
          Subsidiaries for such fiscal quarter and for the period from the
          beginning of the then current fiscal year to the end of such fiscal
          quarter, certified by the chief financial officer of the Company on
          behalf of the Company as fairly presenting the consolidated and
          consolidating financial position of the Company and its Subsidiaries
          as at the dates indicated and the results of their operations and cash
          flows for the periods indicated in accordance with GAAP, subject to
          normal year-end adjustments.

               (iii)  ANNUAL REPORTS.  As soon as practicable, and in any event
          within (a) five Business Days of the Effective Date with respect to
          the fiscal year ended November 30, 1997 and (b) for each other fiscal
          year, within 90 days after the end of each such fiscal year, (1) the
          consolidated balance sheet of the Company and its Subsidiaries as at
          the end of such fiscal year and the related consolidated statements of
          income, stockholders' equity and cash flows of the Company and its
          Subsidiaries for such fiscal year, and in comparative form the
          corresponding figures for the previous fiscal year along with
          consolidating schedules in form and substance sufficient to calculate
          the financial covenants set forth in Section 7.4 and (2) an audit
          report on the items listed in clause (1) hereof (other than the
          consolidating schedules) of independent certified public accountants
          of recognized national standing, which audit report shall be
          unqualified and shall state that such financial statements fairly
          present the consolidated financial position of the Company and its
          Subsidiaries as at the dates indicated and the results of their
          operations and cash flows for the periods indicated in conformity with
          GAAP and that the examination by such accountants in connection with
          such consolidated financial statements has been made in accordance
          with generally accepted auditing standards.  The deliveries made
          pursuant to this clause (iii) shall be accompanied by (x) any
          management letter


                                    Exhibit 1.1-4
<PAGE>

          identifying material weaknesses in internal accounting controls
          prepared by the above-referenced accountants, (y) a certificate of
          such accountants that, in the course of their examination necessary
          for their certification of the foregoing, they have obtained no
          knowledge of any Default or Event of Default, or if, in the opinion
          of such accountants, any Default or Event of Default shall exist,
          stating the nature and status thereof; PROVIDED, notwithstanding
          the foregoing, the certificate required under clause (y) with
          respect to the fiscal year ended November 30, 1997 shall be
          required to be delivered within five Business Days of the Effective
          Date.  In the event any management letter identifying material
          weaknesses in internal accounting controls prepared by the
          above-referenced accountants is delivered to the Company at any
          other time, the Company shall promptly, but in any event within 10
          Business Days of the delivery thereof to the Company, deliver a
          copy thereof to the holders of the Notes.

               (iv)   OFFICER'S CERTIFICATE.  Together with each delivery of any
          financial statement (a) pursuant to clauses (i), (ii) and (iii) of
          this Section 7.1(A), an Officer's Certificate of the Company,
          substantially in the form delivered to the Lenders, stating that no
          Default or Event of Default exists, or if any Default or Event of
          Default exists, stating the nature and status thereof and (b) a
          compliance certificate, substantially in the form delivered to the
          Lenders, signed by the Company's Chief Financial Officer or Treasurer,
          setting forth calculations for the period then ended for Section
          3.1(a), if applicable, and demonstrating compliance by the Company and
          its Subsidiaries with the provisions of Section 3.1(b), Section 7.3(B)
          and Section 7.4.

               (v)    BUDGETS; BUSINESS PLANS; FINANCIAL PROJECTIONS.  As soon
          as practicable and in any event not later than 30 days after the
          beginning of each fiscal year of the Company commencing with the
          fiscal year beginning December 1, 1998, a copy of the plan and
          forecast (including a projected balance sheet, income statement and a
          statement of cash flow) of the Company and its Subsidiaries for the
          upcoming fiscal year.

          (B)  NOTICE OF DEFAULT.  Promptly upon any of the chief executive
     officer, chief operating officer, chief financial officer, treasurer or
     controller of the Company obtaining knowledge (i) of any condition or event
     which constitutes a Default or Event of Default, or becoming aware that any
     holder of Notes has given any written notice with respect to a claimed
     Default or Event of Default, or (ii) that any Person has given any written
     notice to the Company or any of its Subsidiaries or taken any other action
     with respect to a claimed default or event or condition of the type
     referred to in Section 12.1(e), deliver to each holder of Notes an
     Officer's Certificate specifying (a) the nature and period of existence of
     any such claimed default, Default, Event of Default, condition or event,
     (b) the notice given or action taken by such Person in connection
     therewith, and (c) what action the Company has taken, is taking and
     proposes to take with respect thereto.

          (C)  LAWSUITS.  (i)  Promptly upon the Company obtaining knowledge of
     the institution of, or written threat of, any action, suit, proceeding,
     governmental investigation or arbitration against or affecting the Company
     or any of its Subsidiaries or any property of the Company or any of its
     Subsidiaries not previously disclosed pursuant to Section 2.7 of the Second
     Amendment, which action, suit, proceeding, governmental investigation or
     arbitration exposes, or in the case of multiple actions, suits,
     proceedings, governmental investigations or arbitrations arising out of the
     same general allegations or circumstances which expose, in the Company's
     reasonable judgment, the Company or any of its Subsidiaries to liability in
     an amount aggregating $1,000,000 or more (exclusive of claims covered by
     insurance


                                    Exhibit 1.1-5
<PAGE>

     policies of the Company or any of its Subsidiaries unless the insurers
     of such claims have disclaimed coverage or reserved the right to
     disclaim coverage on such claims and exclusive of claims covered by the
     indemnity of a financially responsible indemnitor in favor of the
     Company or any of its Subsidiaries unless the indemnitor has disclaimed
     or reserved the right to disclaim coverage thereof), give written notice
     thereof to each holder of Notes and provide such other information as
     may be reasonably available to enable such holder and its counsel to
     evaluate such matters; (ii) promptly upon obtaining knowledge thereof,
     advise each holder of Notes of any material developments in any such
     actions, suits, proceedings, governmental investigations, arbitrations
     or threatened actions covered by a report delivered pursuant to clause
     (i) (PROVIDED such disclosure would not jeopardize any attorney-client
     privilege); and (iii) in addition to the requirements set forth in
     clause (i) and clause (ii) of this Section 7.1(C), upon request of the
     Majority Holders, promptly give written notice of the status of any
     action, suit, proceeding, governmental investigation or arbitration
     covered by a report delivered pursuant to clause (i) above and provide
     such other information as may be reasonably available to it that would
     not jeopardize any attorney-client privilege by disclosure to the
     holders of the Notes to enable each holder and its counsel to evaluate
     such matters.

          (D)  ERISA NOTICES.  Deliver or cause to be delivered to each holder
     of Notes, at the Company's expense, the following information and notices
     as soon as reasonably possible, and in any event:

               (i)    (a)  within 15 Business Days after the Company obtains
          knowledge that a Termination Event has occurred, a written statement
          of the chief financial officer of the Company describing such
          Termination Event and the action, if any, which the Company has taken,
          is taking or proposes to take with respect thereto, and when known,
          any action taken or threatened by the IRS, DOL or PBGC with respect
          thereto and (b) within 15 Business Days after any member of the
          Controlled Group obtains knowledge that a Termination Event has
          occurred which could reasonably be expected to subject the Company to
          liability in excess of $1,000,000, a written statement of the chief
          financial officer of the Company describing such Termination Event and
          the action, if any, which the member of the Controlled Group has
          taken, is taking or proposes to take with respect thereto, and when
          known, any action taken or threatened by the IRS, DOL or PBGC with
          respect thereto;

               (ii)   within 15 Business Days after the Company or any of its
          Subsidiaries obtains knowledge that a prohibited transaction (as
          defined in Section 406 of ERISA and Section 4975 of the Code) has
          occurred, a statement of the chief financial officer of the Company
          describing such transaction and the action which the Company or such
          Subsidiary has taken, is taking or proposes to take with respect
          thereto;

               (iii)  within 15 Business Days after the material increase in the
          benefits of any existing Plan or the establishment of any new Benefit
          Plan or the commencement of, or obligation to commence, contributions
          to any Benefit Plan or Multiemployer Plan to which the Company or any
          member of the Controlled Group was not previously contributing,
          notification of such increase, establishment, commencement or
          obligation to commence and the amount of such contributions;

               (iv)   within 15 Business Days after the Company or any of its
          Subsidiaries receives notice of any unfavorable determination letter
          from the IRS regarding the qualification of a Plan under Section
          401(a) of the Code, copies of each such letter;


                                    Exhibit 1.1-6
<PAGE>

               (v)    within 15 Business Days after the establishment of any
          foreign employee benefit plan or the commencement of, or obligation to
          commence, contributions to any foreign employee benefit plan to which
          the Company or any Subsidiary was not previously contributing,
          notification of such establishment, commencement or obligation to
          commence and the amount of such contributions;

               (vi)   within 15 Business Days of request of any Lender, copies
          of each annual report (form 5500 series), including Schedule B
          thereto, filed with respect to each Benefit Plan;

               (vii)  within 15 Business Days of request of any Lender, each
          actuarial report for any Benefit Plan or Multiemployer Plan and each
          annual report for any Multiemployer Plan, copies of each such report;

               (viii) within 15 Business Days after the filing thereof with the
          IRS, a copy of each funding waiver request filed with respect to any
          Benefit Plan and all communications received by the Company or a
          member of the Controlled Group with respect to such request;

               (ix)   within 15 Business Days after receipt by the Company or
          any member of the Controlled Group of the PBGC's intention to
          terminate a Benefit Plan or to have a trustee appointed to administer
          a Benefit Plan, copies of each such notice;

               (x)    within 15 Business Days after receipt by the Company or
          any member of the Controlled Group of a notice from a Multiemployer
          Plan regarding the imposition of withdrawal liability, copies of each
          such notice;

               (xi)   within 15 Business Days after the Company or any member of
          the Controlled Group fails to make a required installment or any other
          required payment under Section 412 of the Code on or before the due
          date for such installment or payment, a notification of such failure;
          and

               (xii)  within 15 Business Days after the Company or any member of
          the Controlled Group knows or has reason to know that (a) a
          Multiemployer Plan has been terminated, (b) the administrator or plan
          sponsor of a Multiemployer Plan intends to terminate a Multiemployer
          Plan, or (c) the PBGC has instituted or will institute proceedings
          under Section 4042 of ERISA to terminate a Multiemployer Plan.

          (E)  LABOR MATTERS.  Notify each holder of Notes in writing, promptly
     upon the Company's learning thereof, of (i) any material labor dispute to
     which the Company or any of its Material Subsidiaries may become a party,
     including, without limitation, any strikes, lockouts or other disputes
     relating to such Persons' plants and other facilities and (ii) any Worker
     Adjustment and Retraining Notification Act liability incurred with respect
     to the closing of any plant or other facility of the Company or any of its
     Material Subsidiaries.

          (F)  OTHER INDEBTEDNESS.  Deliver to each holder of Notes (i) a copy
     of each regular report, notice or communication regarding potential or
     actual defaults (including any accompanying officer's certificate)
     delivered by or on behalf of the Company or any of its Subsidiaries to the
     Lenders or the Agent pursuant to the terms of the Credit Agreement or any
     related document, such delivery to be made at the same time and by the same
     means as such notice or other communication is delivered to the Lenders or
     the Agent, and (ii) a


                                    Exhibit 1.1-7
<PAGE>

     copy of each notice received by the Company or any of its Subsidiaries
     from any Lender or the Agent pursuant to the terms of the Credit
     Agreement or any related document, such delivery to be made promptly
     after such notice or other communication is received by the Company or
     such Subsidiary, as applicable.

          (G)  OTHER REPORTS.  Deliver or cause to be delivered to each holder
     of Notes copies of all financial statements, reports and notices, if any,
     sent or made available generally by the Company to its securities holders
     or filed with the SEC by the Company, all press releases made available
     generally by the Company or any of its Subsidiaries to the public
     concerning material developments in the business of the Company or any such
     Subsidiary and all notifications received from the SEC by the Company or
     any of its Subsidiaries pursuant to the Exchange Act and the rules
     promulgated thereunder.

          (H)  ENVIRONMENTAL NOTICES.  As soon as possible and in any event
     within 10 days after receipt thereof by the Company, deliver to each holder
     of Notes a copy of (i) any notice or claim to the effect that the Company
     or any of its Subsidiaries is or may be liable to any Person as a result of
     the Release by the Company, any of its Subsidiaries, or any other Person of
     any Contaminant into the environment, and (ii) any notice alleging any
     violation of any Environmental, Health or Safety Requirements of Law by the
     Company or any of its Subsidiaries if, in either case, such notice or claim
     relates to an event which could reasonably be expected to subject the
     Company or any such Subsidiary to liability individually or in the
     aggregate in excess of $1,000,000.

          (I)  BORROWING BASE CERTIFICATE.  As soon as practicable, and in any
     event within three Business Days after the close of each calendar week, the
     Company shall provide each holder of Notes with a Borrowing Base
     Certificate, together with such supporting documents as such holder
     reasonably deems desirable, all certified as being true and correct by the
     chief financial officer or treasurer of the Company.

          (J)  OTHER INFORMATION.  Other than in connection with the Sale
     Initiative which shall be governed exclusively by the provisions of Section
     7.5, promptly upon receiving a request therefor from the Majority Holders,
     prepare and deliver to each holder of Notes such other information with
     respect to the Company, any of its Subsidiaries, or the Collateral,
     including, without limitation, schedules identifying and describing the
     Collateral and any dispositions thereof or any Asset Sale or Financing (and
     the use of the Net Cash Proceeds thereof), as from time to time may be
     reasonably requested by the Agent.

          7.2. AFFIRMATIVE COVENANTS.

          (A)  CORPORATE EXISTENCE, ETC.  Except as permitted pursuant to
     Section 7.3(I), the Company shall, and shall cause each of its Subsidiaries
     to, at all times maintain its corporate existence and preserve and keep, or
     cause to be preserved and kept, in full force and effect its rights and
     franchises material to its businesses; PROVIDED, HOWEVER, that nothing in
     this Section 7.2(A) shall prevent the Company from discontinuing the
     operation and corporate existence of, and liquidating, its Subsidiaries in
     Italy and Mexico.

          (B)  CORPORATE POWERS; CONDUCT OF BUSINESS.  The Company shall, and
     shall cause each of its Subsidiaries to, qualify and remain qualified to do
     business in each jurisdiction in which the nature of its business requires
     it to be so qualified and where the failure to be so qualified will have or
     could reasonably be expected to have a Material Adverse Effect.  The
     Company will, and will cause each of its Subsidiaries to, carry on and
     conduct its business in substantially the same manner and in substantially
     the same fields


                                    Exhibit 1.1-8
<PAGE>

     of enterprise as it is presently conducted; PROVIDED, HOWEVER, that
     nothing in this Section 7.2(B) shall prevent the Company from
     discontinuing the operation and corporate existence of, and liquidating,
     its Subsidiaries in Italy and Mexico.

          (C)  COMPLIANCE WITH LAWS, ETC.  The Company shall, and shall cause
     each of its Subsidiaries to, (i) comply with all Requirements of Law and
     all restrictive covenants affecting such Person or the business,
     properties, assets or operations of such Person unless failure to comply
     could not reasonably be expected to have a Material Adverse Effect and (ii)
     obtain as needed all permits necessary for its operations and maintain such
     permits in good standing unless failure to obtain such permits could not
     reasonably be expected to have a Material Adverse Effect.

          (D)  PAYMENT OF TAXES AND CLAIMS; TAX CONSOLIDATION.  The Company
     shall pay, and cause each of its Subsidiaries to pay, (i) all taxes,
     assessments and other governmental charges imposed upon it or on any of its
     properties or assets or in respect of any of its franchises, business,
     income or property before any penalty or interest accrues thereon, and (ii)
     all material claims (including, without limitation, claims for labor,
     services, materials and supplies, but excluding claims in connection with
     the Disclosed Disputes which shall be governed by the terms of the
     Disclosure Letter) for sums which have become due and payable and which by
     law have or may become a Lien (other than a Lien permitted by Section
     7.3(C)) upon any of the Company's or such Subsidiary's property or assets,
     prior to the time when any penalty or fine shall be incurred with respect
     thereto; PROVIDED, HOWEVER, that no such taxes, assessments and
     governmental charges referred to in clause (i) above or claims referred to
     in clause (ii) above (and interest, penalties or fines relating thereto)
     need be paid if being contested in good faith by appropriate proceedings
     diligently instituted and conducted and if such reserve or other
     appropriate provision, if any, as shall be required in conformity with GAAP
     shall have been made therefor.

          (E)  INSURANCE.  The Company shall maintain for itself and its
     Subsidiaries, or shall cause each of its Subsidiaries to maintain in full
     force and effect, the insurance policies and programs required by Section
     6.16 of the Credit Agreement which reflect coverage that is reasonably
     consistent with prudent industry practice.

          (F)  INSPECTION OF PROPERTY; BOOKS AND RECORDS; DISCUSSIONS.  The
     Company shall permit and cause each of its Subsidiaries to permit, any
     authorized representative(s) designated by the Majority Holders to visit
     and inspect any of the properties of the Company or any of its
     Subsidiaries, to examine, audit, check and make copies of their respective
     financial and accounting records, books, journals, orders, receipts and any
     correspondence and other data relating to their respective businesses or
     the transactions contemplated hereby (including, without limitation, in
     connection with environmental compliance, hazard or liability), and to
     discuss their affairs, finances and accounts with their officers and upon
     prior written notice to Company, independent certified public accountants,
     all upon reasonable notice  (PROVIDED no prior notice shall be required if
     the Majority Holders have a good faith reason to believe that the books and
     records of the Company or its Subsidiaries are not being maintained in
     accordance with the requirements of this Agreement) and at such reasonable
     times during normal business hours, as often as may be reasonably
     requested; PROVIDED, HOWEVER, the terms of this clause (F) shall not be
     applicable to information regarding the Sale Initiative, which shall be
     governed exclusively by the provisions of Section 7.5.  The Company shall
     keep and maintain, and cause each of its Subsidiaries to keep and maintain,
     in all material respects, proper books of record and account in which
     entries in conformity with GAAP shall be made of all dealings and
     transactions in relation to their respective businesses and activities.  If
     an Event of Default


                                    Exhibit 1.1-9
<PAGE>

     has occurred and is continuing, the Company, upon request of the
     Majority Holders, shall turn over copies of any such records to the
     Majority Holders.

          (G)  ERISA COMPLIANCE.  The Company shall, and shall cause each of its
     Subsidiaries to, establish, maintain and operate all Plans to comply in all
     material respects with the provisions of ERISA, the Code, all other
     applicable laws, and the regulations and interpretations thereunder and the
     respective requirements of the governing documents for such Plans.

          (H)  MAINTENANCE OF PROPERTY.  The Company shall cause all property
     used or useful in the conduct of its business or the business of any
     Subsidiary to be maintained and kept in good condition, repair and working
     order and supplied with all necessary equipment and shall cause to be made
     all necessary repairs, renewals, replacements, betterments and improvements
     thereof, all as in the judgment of the Company may be necessary so that the
     business carried on in connection therewith may be properly and
     advantageously conducted at all times; PROVIDED, HOWEVER, that nothing in
     this Section 7.2(H) shall prevent the Company from discontinuing the
     operation or maintenance of any of such property if such discontinuance is,
     in the judgment of the Company, desirable in the conduct of its business or
     the business of any Subsidiary and not disadvantageous in any material
     respect to the holders of the Notes.

          (I)  ENVIRONMENTAL COMPLIANCE.  Except as disclosed in Schedule 6.18
     to the Credit Agreement, the Company and its Subsidiaries shall comply with
     all Environmental, Health or Safety Requirements of Law, except where
     noncompliance will not have or is not reasonably likely to subject the
     Company or any of its Subsidiaries to liability, individually or in the
     aggregate, in excess of $5,000,000.

          (J)  USE OF PROCEEDS.  [Intentionally Omitted].

          (K)  INSURANCE MATTERS.

               (i)    INSURANCE AND CONDEMNATION PROCEEDS.  The Company directs
     (and shall cause SEI to direct) all insurers under policies of property
     damage, boiler and machinery and business interruption insurance and payors
     of any condemnation claim or award relating to its property to pay all
     proceeds payable under such policies or with respect to such claim or award
     for any loss with respect to the Collateral directly to the Collateral
     Agent, for the benefit of the Collateral Agent and the Holders of the
     Secured Obligations.  Each such policy shall contain a long-form
     loss-payable endorsement naming the Collateral Agent as loss payee, which
     endorsement shall be in form and substance reasonably acceptable to the
     holders of the Notes.  The Company agrees that the Collateral Agent shall,
     upon receipt of such proceeds, apply such proceeds in accordance with the
     terms of the Collateral Sharing Agreement as if such proceeds constituted a
     Designated Prepayment PROVIDED the amount thereof shall not reduce the
     Aggregate Supplemental Loan Commitment; PROVIDED, that the Collateral Agent
     shall pay to the Company or SEI, as applicable, such portion of the
     proceeds (up to an aggregate amount not to exceed $500,000) as may be
     reasonably necessary to restore or repair the affected business or property
     which may be used by the Company or SEI for such purposes; PROVIDED,
     FURTHER, HOWEVER, that (a) the Collateral Agent shall not pay over such
     proceeds if an Event of Default has occurred and (b) if, after receiving
     any of such proceeds but prior to restoring or repairing such affected
     property or business an Event of Default shall occur, the Company shall pay
     over (or cause SEI to pay over) such proceeds to the Collateral Agent for
     application as though a Designated Prepayment was received.


                                    Exhibit 1.1-10
<PAGE>

               (ii)   INSURANCE REPORTING.  Presently the Company maintains its
     property insurance programs on a contract year commencing in July of each
     year.  Not later than 30 days after the beginning of the applicable
     insurance contract year commencing August 1998, the Company agrees to
     deliver to each holder of Notes (1) a report in form and substance
     reasonably satisfactory to the holders of the Notes outlining all material
     property, business interruption and liability insurance coverage maintained
     as of the date of such report by the Company and its Subsidiaries and the
     duration of such coverage and (2) a certificate of the chief financial
     officer or treasurer of the Company that all premiums with respect to such
     coverage have been paid when due.

               (iii)  The Company shall maintain for itself and its
     Subsidiaries, or shall cause each of its Subsidiaries to maintain in full
     force and effect, the insurance policies and programs listed on Schedule
     6.16 to the Credit Agreement or substantially similar policies and programs
     or other policies and programs as reflect coverage that is reasonably
     consistent with prudent industry practice.  The Company shall deliver to
     each holder of Notes endorsements (y) to all "All Risk" physical damage
     insurance policies on all of the tangible real and personal property and
     assets constituting part of the Collateral and business interruption
     insurance policies naming the Collateral Agent loss payee, and (z) to all
     general liability and other liability policies naming the Collateral Agent
     an additional insured.  In the event the Company or any of its Subsidiaries
     at any time or times hereafter shall fail to obtain or maintain any of the
     policies or insurance required herein or to pay any premium in whole or in
     part relating thereto, then the Majority Holders, without waiving or
     releasing any obligations or resulting Event of Default hereunder, may at
     any time or times thereafter (but shall be under no obligation to do so)
     obtain and maintain such policies of insurance and pay such premiums and
     take any other action with respect thereto which the Majority Holders deem
     advisable.  All sums so disbursed by the holders of the Notes shall
     constitute part of the Secured Obligations, payable as provided in this
     Agreement and the Collateral Sharing Agreement.

     7.3. NEGATIVE COVENANTS.

          (A)  INDEBTEDNESS.  Neither the Company nor any of its Subsidiaries
     shall directly or indirectly create, incur, assume or otherwise become or
     remain directly or indirectly liable with respect to any Indebtedness,
     except:

               (i)    the Obligations;

               (ii)   Indebtedness evidenced by the Notes;

               (iii)  Permitted Existing Indebtedness and Permitted Refinancing
          Indebtedness;

               (iv)   Indebtedness in respect of obligations secured by
          Customary Permitted Liens;

               (v)    Indebtedness constituting Contingent Obligations permitted
          by Section 7.3(E);

               (vi)   Indebtedness arising from intercompany loans (a) from any
          Subsidiary to the Company or any Wholly-owned Subsidiary and (b)
          intercompany loans from the Company to its Subsidiaries permitted
          under Section 7.3(S);


                                    Exhibit 1.1-11
<PAGE>

               (vii)  Indebtedness in respect of Hedging Obligations permitted
          under Section 7.3(Q);

               (viii) secured or unsecured purchase money Indebtedness
          (including Capitalized Leases) incurred by the Company or any of its
          Subsidiaries to finance the acquisition of fixed assets, if (1) at the
          time of such incurrence, no Default or Event of Default has occurred
          and is continuing or would result from such incurrence, (2) such
          Indebtedness has a scheduled maturity and is not due on demand, (3)
          such Indebtedness does not exceed the lower of the fair market value
          or the cost of the applicable fixed assets on the date acquired, (4)
          such Indebtedness does not exceed (a) $500,000 in the aggregate
          outstanding at any time for the Company and SEI and (b) $3,500,000 in
          the aggregate outstanding at any time for the Company's Subsidiaries
          other than SEI, and (5) any Lien securing such Indebtedness is
          permitted under Section 7.3(C) (such Indebtedness being referred to
          herein as "Permitted Purchase Money Indebtedness");

               (ix)  Indebtedness with respect to surety, appeal and performance
          bonds obtained by the Company or any of its Subsidiaries in the
          ordinary course of business;

               (x)    (a) Indebtedness in respect of judgments or awards other
          than in connection with the Disclosed Disputes which have been in
          force for less than the applicable appeal period so long as execution
          is not levied thereunder (or in respect of which the Company or its
          Subsidiary, as applicable, shall at the time in good faith be
          prosecuting an appeal or proceedings for review and in respect of
          which a stay of execution shall have been obtained pending such appeal
          or review) and which does not, in the aggregate, exceed $1,000,000 and
          (b) Indebtedness in respect of judgments or awards in connection with
          the Disclosed Disputes to the extent permitted in Section 1(b) of the
          Disclosure Letter; and

               (xi)   Indebtedness incurred by the Company's foreign
          Subsidiaries in addition to that referred to elsewhere in this Section
          7.3(A) in an outstanding principal amount not to exceed $5,000,000 in
          the aggregate at any time for the Company's foreign Subsidiaries.

          (B)  SALES OF ASSETS.  Neither the Company nor any of its Subsidiaries
     shall sell, assign, transfer, lease, convey or otherwise dispose of any
     property, whether now owned or hereafter acquired, or any income or profits
     therefrom, or enter into any agreement to do so, except:

               (i)    sales of Inventory and other assets in the ordinary course
          of business;

               (ii)   the disposition in the ordinary course of business of
          equipment that is obsolete, excess or no longer useful in the
          Company's or any Subsidiary's business;

               (iii)  the sale of Binks de Mexico, S.A. de C.V.'s Mexico City
          facility;

               (iv)   the disposition of assets of Binks International (Italia)
          S.r.l. in connection with its liquidation;

               (v)    the sale of the real property of the Company's Belgian
          Subsidiary;


                                    Exhibit 1.1-12
<PAGE>

               (vi)   sales of Inventory which consist of obsolete Inventory,
          excess Inventory or Inventory relating to discontinued lines of
          business;

               (vii)  sales, assignments or other transfers of Receivables by
          one or more of the Company's foreign Subsidiaries in the ordinary
          course of its business consistent with past practice;

               (viii) sales, assignments, transfers, leases, conveyances or
          other dispositions of other assets (other than Receivables of the
          Company or SEI, or the stock or substantially all of the assets of
          Sames S.A.) to Persons which are not Affiliates of the Company if the
          value of such assets (which, for these purposes, shall mean the
          greater of such assets' book value at the time of sale or other
          disposition or the proceeds realized by the Company or its
          Subsidiaries from the sale or disposition of such assets), when added
          to the value of all other assets sold or disposed of by the Company
          and its Subsidiaries under this clause (viii) (or of the type
          described in this clause (viii)) after September 23, 1997, does not
          exceed 10% of Consolidated Tangible Assets determined at the end of
          the fiscal year immediately preceding that in which such transaction
          is proposed to be entered into; and

               (ix) sales of a portion of the Company's business or assets
          and/or one or more of the Company's Subsidiaries or their assets
          consented to by the Required Creditors in connection with the Sale
          Initiative pursuant to the terms of Section 7.5(g) and permitted under
          the terms of the Credit Agreement.

          (C)  LIENS.  Neither the Company nor any of its Subsidiaries shall
     directly or indirectly create, incur, assume or permit to exist any Lien on
     or with respect to any of their respective property or assets except:

               (i)    Liens in favor of the Collateral Agent to secure the
          Secured Obligations;

               (ii)   Permitted Existing Liens;

               (iii)  Customary Permitted Liens;

               (iv)   purchase money Liens (including the interest of a lessor
          under a Capitalized Lease and Liens to which any property is subject
          at the time of the Company's acquisition thereof) securing Permitted
          Purchase Money Indebtedness; PROVIDED that such Liens shall not apply
          to any property of the Company or its Subsidiaries other than that
          purchased or subject to such Capitalized Lease;

               (v)    mortgages, pledges or security interests on the properties
          or assets of a Subsidiary in favor of the Company or in favor of any
          other Subsidiary;

               (vi)   Liens created pursuant to applications or reimbursement
          arrangements pertaining to Letters of Credit which encumber only the
          goods, or documents of title covering the goods, which are sold or
          shipped in the transaction for which such Letters of Credit were
          issued;

               (vii)  any attachment or judgment Liens (a) with respect to a
          judgments other than in connection with the Disclosed Disputes not
          exceeding $1,000,000 in the aggregate, unless the judgment(s) it
          secures shall not, within 30 days after the entry


                                    Exhibit 1.1-13
<PAGE>

          thereof, have been discharged or execution thereof stayed pending
          appeal, or shall not have been discharged within 30 days after the
          expiration of any such stay and (b) with respect to attachment or
          judgment Liens in connection with the Disclosed Disputes in an
          amount not to exceed in the aggregate the amount set forth in
          Section 1(b) of the Disclosure Letter PROVIDED such judgments are
          stayed or not being enforced and any judgment or attachment Lien in
          connection therewith is subordinate to the Lien of the Collateral
          Agent and is stayed and not being enforced; and

               (viii) other Liens securing Indebtedness not to exceed $500,000
          in the aggregate.

     In addition, neither the Company nor any of its Subsidiaries shall become a
     party to any agreement, note, indenture or other instrument, or take any
     other action, which would prohibit the creation of a Lien on any of its
     properties or other assets with an aggregate fair market value of
     $1,000,000 or more in favor of the Collateral Agent for the benefit of the
     Holders of Secured Obligations, as collateral for the Secured Obligations;
     PROVIDED that any agreement, note, indenture or other instrument in
     connection with Permitted Purchase Money Indebtedness (including
     Capitalized Leases) may prohibit the creation of a Lien in favor of the
     Collateral Agent for the benefit of itself and the Holders of Secured
     Obligations on the items of property obtained with the proceeds of such
     Permitted Purchase Money Indebtedness.

          (D)  INVESTMENTS.  Except to the extent permitted pursuant to
     subsection (G) below, neither the Company nor any of its Subsidiaries shall
     directly or indirectly make or own any Investment except:

               (i)    Investments in Cash Equivalents;

               (ii)   Permitted Existing Investments;

               (iii)  Investments in trade receivables or received in connection
          with the bankruptcy or reorganization of suppliers and customers or in
          settlement of delinquent obligations of, and other disputes with,
          customers and suppliers arising in the ordinary course of business;

               (iv)   Investments consisting of deposit accounts maintained by
          the Company;

               (v)    Investments consisting of non-cash consideration from a
          sale, assignment, transfer, lease, conveyance or other disposition of
          property permitted by Section 7.3(B);

               (vi)   Investments consisting of (a) intercompany loans from any
          Subsidiary to the Company or any other Subsidiary permitted by Section
          7.3(A)(vi) and (b) intercompany loans from the Company to its
          Subsidiaries permitted under Section 7.3(S);

               (vii)  Investments resulting from the conversion by the Company
          of intercompany loans made by it to its Belgian Subsidiary and
          previously reserved for on the Company's financial statements to
          equity in an aggregate amount not to exceed $2,000,000;


                                    Exhibit 1.1-14
<PAGE>

               (viii) Investments resulting from leasehold improvements not to
          exceed an aggregate amount of $1,000,000;

               (ix)   Investments resulting from advances to employees made in
          the ordinary course of business which are (a) outstanding as of the
          Effective Date and shown on Schedule 1.1.3 to the Credit Agreement
          (but not any relending of such amounts once repaid) and (b) additional
          advances, not to exceed an aggregate of $100,000, made from time to
          time after the date hereof; and

               (x)    Investments in addition to those referred to elsewhere in
          this Section 7.3(D) in an amount not to exceed $1,000,000 in the
          aggregate at any time outstanding;

     PROVIDED, HOWEVER, that the Investments described in clauses (vi)(b),
     (vii), (ix) and (x) above shall not be permitted to be made at a time when
     either a Default or an Event of Default shall have occurred and be
     continuing or would result therefrom.

          (E)  CONTINGENT OBLIGATIONS.  Neither the Company nor any of its
     Subsidiaries shall directly or indirectly create or become or be liable
     with respect to any Contingent Obligation, except: (i) recourse obligations
     resulting from endorsement of negotiable instruments for collection in the
     ordinary course of business; (ii) Permitted Existing Contingent
     Obligations; (iii) obligations, warranties, and indemnities, not relating
     to Indebtedness of any Person, which have been or are undertaken or made in
     the ordinary course of business and, except for product warranties extended
     to Subsidiaries or Affiliates of the Company in the ordinary course of
     business and consistent with warranties given to non-Affiliated parties,
     not for the benefit of or in favor of an Affiliate of the Company or such
     Subsidiary; (iv) additional Contingent Obligations which do not exceed
     $1,000,000 in the aggregate at any time; (v) Contingent Obligations with
     respect to surety, appeal and performance bonds obtained by the Company or
     any Subsidiary in the ordinary course of business; (vi) Contingent
     Obligations of the Company in respect of any Subsidiary; and (vii)
     contingent obligations arising from any guaranty executed by a Subsidiary
     of the Secured Obligations owing to the Lenders if such Subsidiary has also
     executed a guaranty of the Secured Obligations owing to the holders of the
     Notes and provided the obligations under such guaranty shall be governed by
     the terms of the Collateral Sharing Agreement.

          (F)  RESTRICTED PAYMENTS.  Neither the Company nor any of its
     Subsidiaries shall declare or make any Restricted Payment, except:

               (i)    Restricted Payments made in connection with the
          defeasance, redemption or repurchase of any Indebtedness with the Net
          Cash Proceeds of Permitted Refinancing Indebtedness;

               (ii)   mandatory payments of interest, principal or premium, if
          any, due on the Secured Obligations in accordance with repayment
          provisions in effect with respect thereto as of the Effective Date;

               (iii)  Restricted Payments made in connection with the Disclosed
          Disputes in an amount which when aggregated with all other Dispute
          Resolution Costs paid do not, in the aggregate, exceed the amount set
          forth in Section 1(a) of the Disclosure Letter, PROVIDED no Default or
          Event of Default has occurred and is continuing at the date of
          declaration or payment thereof or would result therefrom;


                                    Exhibit 1.1-15
<PAGE>

               (iv)   Restricted Payments of any Subsidiary of the Company to
          the Company or to another Subsidiary of the Company; and

               (v)    Restricted Payments with respect to Indebtedness of any
          foreign Subsidiary of the Company consisting of regularly scheduled
          payments and mandatory prepayments.

          (G)  CONDUCT OF BUSINESS; SUBSIDIARIES.  Neither the Company nor any
     of its Subsidiaries shall engage in any business other than the businesses
     engaged in by the Company on the Effective Date and any business or
     activities which are substantially similar, related or incidental thereto.
     Except as permitted pursuant to Section 7.3(D)(viii), the Company shall not
     create, acquire or capitalize any Subsidiary after the date hereof.  The
     Company shall not and shall not permit any Subsidiaries to enter into or
     make any Acquisitions.

          (H)  TRANSACTIONS WITH SHAREHOLDERS AND AFFILIATES.  Neither the
     Company nor any of its Subsidiaries shall directly or indirectly enter into
     or permit to exist any transaction (including, without limitation, the
     purchase, sale, lease or exchange of any property or the rendering of any
     service) with any holder or holders of any of the Equity Interests of the
     Company holding in excess of 5% of the fully-diluted Equity Interests of
     the Company, or with any Affiliate of the Company which is not its
     Subsidiary, on terms that are less favorable to the Company or any of its
     Subsidiaries, as applicable, than those that might be obtained in an
     arm's-length transaction at the time from Persons who are not such a holder
     or Affiliate, except for Restricted Payments permitted by Section 7.3(F)
     and Investments permitted by Section 7.3(D).

          (I)  RESTRICTION ON FUNDAMENTAL CHANGES.  Except as set forth in
     Section 4 of the Disclosure Letter and except as permitted pursuant to a
     transaction approved by the Required Creditors under Section 7.5(g),
     neither the Company nor any of its Subsidiaries shall enter into any merger
     or consolidation, or liquidate, wind-up or dissolve (or suffer any
     liquidation or dissolution), or convey, lease, sell, transfer or otherwise
     dispose of, in one transaction or series of transactions, all or
     substantially all of the Company's or any such Subsidiary's business or
     property, whether now or hereafter acquired, except (i) transactions
     permitted under Section 7.3(B) or Section 7.3(G), (ii) mergers,
     consolidations, or amalgamations of a Subsidiary of the Company with and
     into the Company (with the Company as the surviving corporation) or with
     another Subsidiary of the Company, (iii) any liquidation of any Subsidiary
     of the Company into the Company or another Subsidiary of the Company and
     (iv) the liquidation of Binks International (Italia) S.r.l.

          (J)  SALES AND LEASEBACKS.  Neither the Company nor any of its
     Subsidiaries shall become liable, directly, by assumption or by Contingent
     Obligation, with respect to any lease, whether an operating lease or a
     Capitalized Lease, of any property (whether real or personal or mixed) (i)
     which it or one of its Subsidiaries sold or transferred or is to sell or
     transfer to any other Person, or (ii) which it or one of its Subsidiaries
     intends to use for substantially the same purposes as any other property
     which has been or is to be sold or transferred by it or one of its
     Subsidiaries to any other Person in connection with such lease, unless in
     either case the sale involved is not prohibited under Section 7.3(B) and
     the lease involved is not prohibited under Section 7.3(A).

          (K)  [Intentionally Omitted.]


                                    Exhibit 1.1-16
<PAGE>

          (L)  ERISA.  The Company shall not

                (i)   engage, or permit any of its Subsidiaries to engage, in
          any prohibited transaction described in Section 406 of ERISA or
          Section 4975 of the Code for which a statutory or class exemption is
          not available or a private exemption has not been previously obtained
          from the DOL;

               (ii)   permit to exist any accumulated funding deficiency (as
          defined in Section 302 of ERISA and Section 412 of the Code), with
          respect to any Benefit Plan, whether or not waived;

               (iii)  fail, or permit any Controlled Group member to fail, to
          pay timely required contributions or annual installments due with
          respect to any waived funding deficiency to any Benefit Plan;

               (iv)   terminate, or permit any Controlled Group member to
          terminate, any Benefit Plan which would result in any liability of the
          Company or any Controlled Group member under Title IV of ERISA which
          liability could reasonably be expected to have a Material Adverse
          Effect;

               (v)    fail to make any contribution or payment to any
          Multiemployer Plan which the Company or any Controlled Group member
          may be required to make under any agreement relating to such
          Multiemployer Plan, or any law pertaining thereto;

               (vi)   fail, or permit any Controlled Group member to fail, to
          pay any required installment or any other payment required under
          Section 412 of the Code on or before the due date for such installment
          or other payment; or

               (vii)  amend, or permit any Controlled Group member to amend, a
          Plan resulting in an increase in current liability for the plan year
          such that the Company or any Controlled Group member is required to
          provide security to such Plan under Section 401(a)(29) of the Code.

          (M)  CORPORATE DOCUMENTS.  Neither the Company nor any of its Material
     Subsidiaries shall amend, modify or otherwise change any of the terms or
     provisions in any of their respective constituent documents as in effect on
     the date hereof in any manner adverse to the interests of the holders of
     Notes, without the prior written consent of the Required Creditors, which
     consent shall not be unreasonably withheld or delayed.

          (N)  OTHER INDEBTEDNESS.  The Company shall not amend, supplement or
     otherwise modify the terms of the Credit Agreement (as in effect on the
     Effective Date) in any way that would be materially less advantageous to
     the Company or materially adverse to the holders of the Notes, including,
     without limitation, with respect to amount, maturity, amortization,
     interest rate, premiums, fees, covenants, events of default, remedies and
     dividend provisions.

          (O)  FISCAL YEAR.  The Company shall not change its fiscal year for
     accounting or tax purposes from a period consisting of the 12-month period
     ending on the last day of November of each year.

          (P)  SUBSIDIARY COVENANTS.  The Company will not, and will not permit
     any Subsidiary to, create or otherwise cause to become effective any
     material consensual


                                    Exhibit 1.1-17
<PAGE>

     encumbrance or material restriction of any kind on the
     ability of any Subsidiary to pay dividends or make any other distribution
     on its stock, or make any other Restricted Payment, pay any Indebtedness or
     other obligation owed to the Company or any other Subsidiary, make loans or
     advances or other Investments in the Company or any other Subsidiary, or
     sell, transfer or otherwise convey any of its property to the Company or
     any other Subsidiary; PROVIDED nothing herein shall restrict the ability of
     any foreign Subsidiary to capitalize retained earnings in the ordinary
     course of business if required in connection with the incurrence of
     Indebtedness, PROVIDED, FURTHER the maximum amount of retained earnings
     capitalized from and after September 23, 1997 shall not exceed $7,500,000
     in the aggregate for all of the Company's foreign Subsidiaries.

          (Q)  HEDGING OBLIGATIONS.  The Company shall not and shall not permit
     any of its Subsidiaries to enter into any interest rate, commodity or
     foreign currency exchange, swap, collar, cap or similar agreements
     evidencing Hedging Obligations, other than interest rate, foreign currency
     or commodity exchange, swap, collar, cap or similar agreements entered into
     by the Company or its Subsidiaries pursuant to which the Company or such
     Subsidiary has hedged its actual interest rate, foreign currency or
     commodity exposure.  Such permitted hedging agreements entered into by the
     Company and its Subsidiaries and any Lender or any affiliate of any Lender
     are sometimes referred to herein as "Hedging Agreements."

          (R)  CHANGE OF DEPOSIT ACCOUNTS.  The Company shall not, and shall not
     permit SEI to, establish or maintain any deposit account with any bank or
     other financial institution other than the (i) the Agent and its
     affiliates, (ii) those which have entered into a Collection Account
     Agreement in form and substance acceptable to the Agent, (iii) for the
     first 30 days following the date hereof, the account maintained with
     Centennial Bank, 625 East Gibbs Ave., Cottage Grove, Oregon 97424, and (iv)
     other disbursement accounts maintained by the Company or SEI, PROVIDED the
     maximum amount of deposits in any individual account maintained pursuant to
     this clause (iv) shall not exceed $100,000 and the maximum amount of
     deposits in all such accounts maintained pursuant to this clause (iv) shall
     not exceed $300,000.

          (S)  INTERCOMPANY LOANS FROM THE COMPANY TO ITS SUBSIDIARIES.  The
     Company shall not and shall not permit SEI to make any loans to or
     Investments in any of its Subsidiaries other than (i) loans by the Company
     to SEI, or by SEI to the Company, (ii) intercompany loans by the Company or
     SEI to any other Subsidiary of the Company in the amount outstanding as of
     the date hereof and set forth on Schedule 6.3(S) to the Credit Agreement.
     Other than the loans outstanding on the date hereof from the Company to its
     Belgian Subsidiary, all loans by the Company to its Subsidiaries or by SEI
     to the Company or any other Subsidiary shall be evidenced by promissory
     notes pledged to the Collateral Agent pursuant to the terms of the Security
     Agreement executed by the Company which provide that (i) a Default under
     this Agreement shall constitute a default under such promissory note
     entitling the Company to accelerate the payment thereof and (ii) if any
     acceleration of the Notes shall occur, the obligations under such
     promissory note shall immediately become due and payable without any
     election or action on the part of the Company or SEI, as applicable.

          7.4. FINANCIAL COVENANTS.  The Company shall comply with the
     following:

          (A)  DEFINED TERMS FOR FINANCIAL COVENANTS.  The following terms as
     used in this Agreement shall have the following meanings (such meanings to
     be applicable, except to the extent otherwise indicated in a definition of
     a particular term, both to the singular and the plural forms of the terms
     defined):


                                    Exhibit 1.1-18
<PAGE>

               "Consolidated Net Worth" means, at a particular date, for any
          Person, (a) all amounts which would be included in shareholders'
          equity for such Person and its consolidated Subsidiaries, calculated
          without giving effect to any foreign currency translation adjustments,
          PLUS (b) the sum of (i) the liabilities recognized relating to the
          Dispute Resolution Costs to the extent permitted under Section 1 of
          the Disclosure Letter but only to the extent such amounts exceed the
          projected amounts therefor contained in the projections attached as
          Exhibit A to the Disclosure Letter, and (ii) Restructuring Expenses
          incurred during the period from December 1, 1997 through September 30,
          1999 in a maximum amount not to exceed $7,750,000 to the extent such
          amount exceeds $6,420,000 and to the extent deducted in computing Net
          Income, in each case determined in accordance with GAAP.

               "EBITDA" means, for any period, on a consolidated basis for the
          Company and its Subsidiaries, the sum of the amounts for such period,
          without duplication, of (i) Net Income, PLUS (ii) Interest Expense,
          PLUS (iii) charges against income for foreign, federal, state and
          local taxes to the extent deducted in computing Net Income, PLUS (iv)
          depreciation expense to the extent deducted in computing Net Income,
          PLUS (v) amortization expense, including, without limitation,
          amortization of goodwill and other intangible assets to the extent
          deducted in computing Net Income, PLUS (vi) other non-cash charges
          classified as long-term deferrals in accordance with GAAP, to the
          extent deducted in computing Net Income, PLUS (vii) other
          extraordinary non-cash charges to the extent deducted in computing Net
          Income, MINUS (viii) extraordinary non-cash gains to the extent
          included in computing Net Income, PLUS (ix) Restructuring Expenses
          incurred during the period from December 1, 1997 through September 30,
          1999, in a maximum amount not to exceed $7,750,000, to the extent
          deducted in computing Net Income, PLUS (x) the non-cash charges
          relating to the Dispute Resolution Costs, incurred to the extent
          permitted under the terms of Section 1 of the Disclosure Letter and to
          the extent deducted in computing Net Income.

               "Interest Expense" means, for any period, the total interest
          expense of the Company and its consolidated Subsidiaries, whether paid
          or accrued (including the interest component of Capitalized Leases,
          commitment and letter of credit fees), but excluding interest expense
          not payable in cash (including amortization of discount), all as
          determined in conformity with GAAP.

               "Net Income" means, for any period, the net earnings (or loss)
          after taxes of the Company and its Subsidiaries on a consolidated
          basis for such period taken as a single accounting period determined
          in conformity with GAAP.

               "Restructuring Expenses" means the expenses of the types and in
          the amounts not to exceed those set forth in Exhibit E to the
          Disclosure Letter.

          (B)  MINIMUM CUMULATIVE EBITDA.  The Company shall maintain EBITDA, as
     determined as of the last day of each fiscal quarter of the Company set
     forth below, for the cumulative period beginning December 1, 1997 and
     ending on such date, of at least the amount set forth below opposite such
     date in which such quarter ends:

<TABLE>
<CAPTION>
        Fiscal Quarter Ending:                 Minimum EBITDA:
                  <S>                                <C>
                  February 28, 1998                  ($1,500,000)

                     May 31, 1998                         $0
</TABLE>


                                    Exhibit 1.1-19
<PAGE>

<TABLE>
<CAPTION>
        Fiscal Quarter Ending:                 Minimum EBITDA:
                  <S>                                <C>

                   August 31, 1998                    $2,000,000

                  November 31, 1998                   $8,500,000

                  February 28, 1999                   $9,000,000

                     May 31, 1999                     $11,000,000

                   August 31, 1999                    $14,500,000
</TABLE>

          (C)  MINIMUM COMPANY CONSOLIDATED NET WORTH.  The Company shall not
     permit Consolidated Net Worth of the Company and its consolidated
     Subsidiaries at any time during any of the applicable months set forth
     below to be less than the amount set forth opposite such month below:

<TABLE>
<CAPTION>
        Applicable Month                          Minimum Consolidated
                                                  Net Worth
                      <S>                               <C>
                      February 1998                   $27,100,000

                      March 1998                      $25,600,000

                      April 1998                      $23,000,000

                      May 1998                        $21,800,000

                      June 1998                       $21,300,000

                      July 1998                       $21,100,000

                      August 1998                     $21,300,000

                      September 1998                  $20,975,000

                      October 1998                    $21,930,000

                      November 1998                   $23,750,000

                      December 1998                   $22,800,000

                      January 1999                    $22,600,000

                      February 1999                   $22,500,000

                      March 1999                      $22,300,000

                      April 1999                      $22,800,000

                      May 1999                        $23,500,000

                      June 1999                       $23,850,000

                      July 1999                       $24,500,000

                      August 1999                     $25,500,000
</TABLE>


                                 Exhibit 1.1-21
<PAGE>

<TABLE>
<CAPTION>
        Applicable Month                          Minimum Consolidated
                                                  Net Worth
                      <S>                               <C>
                      September 1999                    $26,900,000
</TABLE>

          (D)  MINIMUM SAMES S.A. CONSOLIDATED NET WORTH.  The Company shall not
     permit Consolidated Net Worth of Sames S.A. and its consolidated
     Subsidiaries at any time during any of the applicable period set forth
     below to be less than the amount set forth opposite such period below:




<TABLE>
<CAPTION>
        Applicable Month                          Minimum Consolidated
                                                  Net Worth
             <S>                                     <C>
             February 1, 1998 up to and              $12,750,000
                  including November 30, 1998

             December 1, 1998 and thereafter         $14,150,000
</TABLE>

          (E)  CAPITAL EXPENDITURES.  The Company will not permit the aggregate
     amount of Capital Expenditures of the Company and SEI made or committed for
     the period commencing on the Effective Date through the Existing Loan
     Termination Date to exceed $1,000,000 in the aggregate.

          7.5. SALE INITIATIVE.  The Company has prior to the Effective Date
     engaged William Blair & Co., L.L.P. ("Blair") to pursue a sale of the
     Company and its Subsidiaries (the "Sale Initiative").  A true and accurate
     copy of the engagement letter between the Company and Blair is attached as
     Exhibit C to the Disclosure Letter.  In connection therewith:

               (a)    The Company shall at all times maintain the Blair
          engagement (or an engagement with another reputable investment bank
          reasonably acceptable to the Required Creditors (in which event all
          references herein to Blair shall be to such replacement investment
          bank)) as an active engagement to pursue a sale of the Company and its
          Subsidiaries.

               (b)    The Company and Blair shall, on or prior to April 6, 1998,
          prepare a customary offering memorandum (a copy of which shall be
          promptly provided to each holder of Notes on or prior to such date)
          and a list of potential buyers (to be provided to the Company only) to
          be contacted in connection with the Sale Initiative.

               (c)    Subject to the fiduciary duties of the board of directors
          of the Company, the Company and Blair shall conduct negotiations with
          potential buyers and bidders selected for definitive purchase
          agreements and closing to occur in an expedited manner.

               (d)    The Company and Blair shall provide periodic reporting
          to the holders of the Notes on a frequency and in a form and scope
          mutually acceptable to the Company, Blair and such holders, setting
          forth the efforts since the last periodic report to accomplish the
          Sale Initiative.  Without limiting the foregoing, the Company and
          Blair shall be required to promptly advise each holder of Notes of
          any material delay from the time line attached as Exhibit D to the
          Disclosure Letter and an explanation of the reasons for such delay.
          Notwithstanding any of the foregoing, neither the Company nor Blair
          shall be required to disclose the identities of any

                                 Exhibit 1.1-21
<PAGE>

          potential purchasers until the board of directors of the Company
          shall have approved execution of a letter of intent or
          understanding or a definitive purchase agreement with such
          potential purchaser.  Without otherwise limiting the provisions of
          Section 13.4, Confidential Information received by any holder of
          Notes in connection herewith shall be governed by the
          confidentiality terms set forth in Section 15.14 below.

               (e)    On or prior to November 30, 1998, (i) the board of
          directors of the Company shall have approved a sale or series of sale
          transactions in connection with the Sale Initiative, the aggregate net
          cash proceeds of which sale or series of sale transactions shall be
          sufficient to repay all of the Secured Obligations in full, and (ii)
          shall have delivered to each holder of Notes a copy of the binding
          letter of intent, commitment, purchase agreement or similar document
          or agreement with respect to such transaction or series of
          transactions.

               (f)    The Company and its Subsidiaries and their respective
          Boards of Directors and officers shall at all times fully cooperate
          with the process identified by Blair to accomplish the Sale Initiative
          in an effort to consummate the Sale Initiative in an expeditious
          manner and on a basis consistent with the fiduciary duties of the
          board of directors of the Company.

               (g)    Upon request by the Company in connection with the Sale
          Initiative, the Required Creditors may consent (which consent shall
          not be unreasonably withheld or delayed) to allow the Company to
          enter into one or more transactions involving the sale, transfer or
          other disposition of a Subsidiary of the Company, or a business
          line of the Company, or to make some other material asset
          disposition or transaction in connection with the Sale Initiative
          which is not expressly permitted under clauses (i) through (viii)
          of Section 7.3(B); PROVIDED that (i) each holder of the Notes has
          been provided, sufficiently in advance of such transaction in order
          to make a reasonably informed decision in respect thereof, with
          such information regarding any such transaction and the impact
          thereof on the Company and the Sale Initiative as it shall
          reasonably request, and (ii) the Net Cash Proceeds thereof are
          applied to the repayment of the Secured Obligations in accordance
          with Section 3.1(a)(i).  Any holder of Notes shall have the right
          to require, as a condition to its consent to such transaction, that
          the Company obtain from Blair a fairness opinion reasonably
          acceptable to the Majority Holders with respect to such transaction
          evidencing the fairness of such transaction to the Company's
          shareholders, a copy of which shall be provided to each holder of
          Notes.  In addition, it is expressly understood and agreed that any
          holder of Notes may withhold its consent to any such transaction if
          (i) any portion of the consideration (other than the assumption of
          liabilities (other than the Secured Obligations which may not be
          assumed)) for such sale or other disposition is non-cash or (ii)
          the transaction involves the Company or a Subsidiary with an
          Affiliate of the Company or any Subsidiary.

     5.   AMENDMENT OF ARTICLE IX OF THE EXISTING NOTE PURCHASE AGREEMENT.
Article IX of the Existing Note Purchase Agreement is hereby amended in its
entirety to read as follows:

          [Intentionally Omitted].


     6.   AMENDMENT OF ARTICLE X OF THE EXISTING NOTE PURCHASE AGREEMENT.
Article X of the Existing Note Purchase Agreement is amended in its entirety as
follows:


                                 Exhibit 1.1-22
<PAGE>

          [Intentionally Omitted].


     7.   AMENDMENT OF SECTION 11.1 OF THE EXISTING NOTE PURCHASE AGREEMENT.

          (a)  AMENDMENT OF EXISTING DEFINITIONS.  The definitions of
     "Affiliate," "Capital Expenditures," "Capital Stock," "Cash Equivalents,"
     "Inventory," "Investment," "Lien" and "Make Whole Premium" in Section 11.1
     of the Existing Note Purchase Agreement are hereby amended and restated in
     their entirety to read as follows:

          "Affiliate" of any Person means any other Person directly or
     indirectly controlling, controlled by or under common control with such
     Person.  A Person shall be deemed to control another Person if the
     controlling Person is the "beneficial owner" (as defined in Rule 13d-3
     under the Exchange Act) of greater than 10% or more of any class of voting
     securities (or other voting interests) of the controlled Person or
     possesses, directly or indirectly, the power to direct or cause the
     direction of the management or policies of the controlled Person, whether
     through ownership of Capital Stock, by contract or otherwise.

          "Capital Expenditures" means, for any period, the aggregate of all
     expenditures (whether paid in cash or accrued as liabilities and including
     Capitalized Leases and Permitted Purchase Money Indebtedness) by the
     Company and its Subsidiaries during that period that, in conformity with
     GAAP, are required to be included in or reflected by the property, plant,
     equipment or similar fixed asset accounts reflected in the consolidated
     balance sheet of the Company and its Subsidiaries.

          "Capital Stock" means (i) in the case of a corporation, corporate
     stock, (ii) in the case of an association or business entity, any and all
     shares, interests, participations, rights or other equivalents (however
     designated) of corporate stock, (iii) in the case of a partnership,
     partnership interests (whether general or limited) and (iv) any other
     interest or participation that confers on a Person the right to receive a
     share of the profits and losses of, or distributions of assets of, the
     issuing Person.

          "Cash Equivalents" means (i) marketable direct obligations issued or
     unconditionally guaranteed by the United States government and backed by
     the full faith and credit of the United States government; (ii) domestic
     and Eurodollar certificates of deposit and time deposits, bankers'
     acceptances and floating rate certificates of deposit issued by any
     commercial bank organized under the laws of the United States, any state
     thereof, the District of Columbia, any foreign bank, or its branches or
     agencies (fully protected against currency fluctuations for any such
     deposits with a term of more than 90 days); (iii) shares of money market,
     mutual or similar funds having assets in excess of $100,000,000 and the
     investments of which are limited to investment grade securities (i.e.,
     securities rated at least Baa by Moody's Investors Service, Inc. or at
     least BBB by Standard & Poor's Ratings Group); and (iv) commercial paper of
     United States and foreign banks and bank holding companies and their
     subsidiaries and United States and foreign finance, commercial industrial
     or utility companies which, at the time of acquisition, are rated A-1 (or
     better) by Standard & Poor's Ratings Group or P-1 (or better) by Moody's
     Investors Services, Inc.; PROVIDED that the maturities of such Cash
     Equivalents shall not exceed 365 days.

          "Inventory" means, with respect to any Person, any and all goods,
     including, without limitation, goods in transit, wheresoever located,
     whether now owned or hereafter acquired by such Person, which are held for
     sale or lease, furnished under any contract of service or held as raw
     materials, work in process or supplies, and all materials used or consumed
     in


                                 Exhibit 1.1-23
<PAGE>

     such Person's business, and shall include all rights, title and interest
     of such Person on any property the sale or other disposition of which
     has given rise to Receivables and which has been returned to or
     repossessed or stopped in transit by such Person.

          "Investment" means, with respect to any Person, (i) any purchase or
     other acquisition by that Person of any Indebtedness, Equity Interests or
     other securities, or of a beneficial interest in any Indebtedness, Equity
     Interests or other securities, issued by any other Person, (ii) any
     purchase by that Person of all or substantially all of the assets of a
     business conducted by another Person, and (iii) any loan, advance (other
     than deposits with financial institutions available for withdrawal on
     demand, prepaid expenses, accounts receivable, advances to employees and
     similar items made or incurred in the ordinary course of business) or
     capital contribution by that Person to any other Person, including all
     Indebtedness to such Person arising from a sale of property by such Person
     other than in the ordinary course of its business.

          "Lien" means any lien (statutory or other), mortgage, pledge,
     hypothecation, assignment, deposit arrangement, encumbrance or preference,
     priority or security agreement or preferential arrangement of any kind or
     nature whatsoever (including, without limitation, the interest of a vendor
     or lessor under any conditional sale, Capitalized Lease or other title
     retention agreement).

          "Make Whole Premium" means at any time with respect to any Notes being
     prepaid in whole or in part pursuant to Section 3.2 (other than in
     connection with one or more transactions relating to the Sale Initiative)
     or being declared or becoming due and payable pursuant to Section 12.1(A)
     or (B), the amount (but not less than zero) obtained by subtracting (X) the
     aggregate amount of the principal of such Notes being prepaid or paid or
     being declared or becoming due and payable on such date (as the case may
     be) together with unpaid interest accrued thereon to the date of such
     prepayment or payment (other than interest that would have been due and
     payable on or prior to the date of such prepayment or payment in the
     absence of such prepayment or payment), from (Y) the sum of the Present
     Values of (A) the aggregate amount of such principal being so prepaid or
     paid or being declared or becoming due and payable (assuming such principal
     were paid as scheduled in Section 3.1 of the Existing Note Purchase
     Agreement) PLUS (B) each amount of interest which would have been payable
     on the amount of such principal being prepaid or paid or being declared or
     becoming due and payable (assuming all principal were paid as specified in
     the foregoing clause (A) and all interest thereon were paid when due
     pursuant to the terms of such Notes, in each case on the basis of the
     interest rate applicable to the Existing Notes (7.14%) and the mandatory
     principal payments applicable to the Existing Notes as set forth in the
     Existing Note Purchase Agreement).  "Present Value," for any amount of
     principal or interest, shall be computed in accordance with GAAP on a
     semiannual basis at a discount rate equal to one-half of one percent (1/2%)
     in excess of the Treasury Yield.  The "Treasury Yield" shall be determined
     by reference to the interest rate per annum displayed on Telerate page 500
     (or such other page as may subsequently replace page 500 for such rates)
     two days prior to the date of prepayment or payment or the date as of which
     such principal becomes or is declared due and payables as the case may be
     (or, if Telerate is not available, then to Bloomberg or any publicly
     available, generally accepted source of similar market data acceptable to
     the Majority Holders), and shall be the most recent yield on actively
     traded United States Treasury securities adjusted to a constant maturity
     equal to the then remaining Weighted Average Life to Maturity of the
     principal being prepaid or paid or becoming or being declared due and
     payable, as the case may be.  If the Weighted Average Life to Maturity (so
     computed) is not equal to the constant maturity of a United States Treasury
     security for which a yield is given, the Treasury Yield shall be obtained
     by linear interpolation (calculated


                                 Exhibit 1.1-24
<PAGE>

     to the nearest one-twelfth of a year) from the yields of United States
     Treasury securities for which such yields are given, except that if the
     Weighted Average Life to Maturity (so computed) is less than one year,
     the yield on actively traded United States Treasury securities adjusted
     to a constant maturity of one year shall be used.

          (b)  NEW DEFINITIONS.  Section 11.1 of the Existing Note Purchase
     Agreement is hereby amended to add the following definitions in appropriate
     alphabetical order:

          "Acquisition" means any transaction, or any series of related
     transactions, consummated on or after the date of this Agreement, by which
     the Company or any of its Subsidiaries (i) acquires any going business or
     all or substantially all of the assets of any firm, corporation or division
     thereof, whether through purchase of assets, merger or otherwise or (ii)
     directly or indirectly acquires (in one transaction or as the most recent
     transaction in a series of transactions) at least a majority (in number of
     votes) of the securities of a corporation which has ordinary voting power
     for the election of directors (other than securities having such power only
     by reason of the happening of a contingency) or a majority (by percentage
     of voting power) of the outstanding equity interests of another Person.

          "Agent" means The First National Bank of Chicago, in its capacity as
     contractual representative for itself and the Lenders pursuant to Article
     XI of the Credit Agreement, and any successor Agent appointed pursuant to
     Article XI thereof.

          "Aggregate Supplemental Loan Commitment" has the meaning specified in
     the Credit Agreement.

          "Asset Sale" means, with respect to any Person, the sale, lease,
     conveyance, disposition or other transfer by such Person of any of its
     assets (including by way of a sale-leaseback transaction, and including the
     sale or other transfer of any of the Equity Interests of any Subsidiary of
     such Person).

          "Asset Sale Prepayment" has the meaning specified in Section
     3.1(a)(i).

          "Benefit Plan" means a defined benefit plan as defined in Section
     3(35) of ERISA (other than a Multiemployer Plan) in respect of which the
     Company or any other member of the Controlled Group is, or within the
     immediately preceding six years was, an "employer" as defined in Section
     3(5) of ERISA.

          "Blair" has the meaning specified in Section 7.5.

          "Borrowing Base" has the meaning specified in the Credit Agreement as
     of the Effective Date, as such term in amended or modified in accordance
     with the terms of this Agreement.

          "Borrowing Base Certificate" has the meaning specified from time to
     time in the Credit Agreement.

          "Claims" has the meaning specified in Section 15.3(d).

          "Collateral" means all property and interests in property now owned or
     hereafter acquired by the Company or any of its Subsidiaries in or upon
     which a security interest, lien or mortgage is granted to the Collateral
     Agent, for the benefit of the Holders of Secured


                                 Exhibit 1.1-25
<PAGE>


     Obligations, or to the holders of the Notes, whether under the Security
     Agreements, the Mortgages, the Intellectual Property Security
     Agreements, the Pledge Agreements, or any of the other Collateral
     Documents.

          "Collateral Agent" has the meaning specified in the Collateral Sharing
     Agreement.

          "Collateral Documents" means all agreements, instruments and
     documents executed in connection with this Agreement, including, without
     limitation, the Security Agreements, the Mortgages, the Collection
     Account Agreements, the Intellectual Property Security Agreements, the
     Pledge Agreements, the Collateral Sharing Agreement and all other
     security agreements, subordination agreements, pledges, powers of
     attorney, assignments, contracts, financing statements and all other
     written matter whether heretofore, now, or hereafter executed by or on
     behalf of the Company or any of its Subsidiaries for the direct or
     indirect benefit of the holders of the Notes, together with all
     agreements and documents referred to therein or contemplated thereby.

          "Collateral Sharing Agreement" means that certain Amended and Restated
     Collateral Sharing Agreement dated as of March 16, 1998, among the Agent,
     the Lenders and The Equitable Life Assurance Company of the United States,
     as the same may from time to time be further amended, modified,
     supplemented and or restated.

          "Collection Account" means each lock-box and blocked depository
     account maintained by the Company and each of its Subsidiaries which has
     executed a Subsidiary Security Agreement, subject to a Collection Account
     Agreement, for the collection of Receivables and other proceeds of
     Collateral.

          "Collection Account Agreement" means a written agreement among the
     Company, any of its Subsidiaries, the Collateral Agent, and, as applicable,
     each of the banks at which the Company or such Subsidiary maintains a
     Collection Account.

          "Confidential Information" has the meaning specified in Section 15.14.

          "Consolidated Tangible Assets" means the total assets of the Company
     and its Subsidiaries on a consolidated basis, but excluding therefrom all
     items that are treated as intangibles under GAAP.

          "Consolidated Net Worth" has the meaning specified in Section 7.4(A).

          "Contaminant" means any waste, pollutant, hazardous substance, toxic
     substance, hazardous waste, special waste, petroleum or petroleum-derived
     substance or waste, asbestos, polychlorinated biphenyls ("PCBs"), or any
     constituent of any such substance or waste, and includes but is not limited
     to these terms as defined in Environmental, Health or Safety Requirements
     of Law.

          "Contingent Obligation" means, as applied to any Person, any
     Contractual Obligation, contingent or otherwise, of that Person with
     respect to any Indebtedness of another or other obligation or liability of
     another, including, without limitation, any such Indebtedness, obligation
     or liability of another directly or indirectly guaranteed, endorsed
     (otherwise than for collection or deposit in the ordinary course of
     business), co-made or discounted or sold with recourse by that Person, or
     in respect of which that Person is otherwise directly or indirectly liable,
     including Contractual Obligations (contingent or otherwise) arising through
     any agreement to purchase, repurchase, or otherwise acquire such
     Indebtedness, obligation or


                                 Exhibit 1.1-26
<PAGE>

     liability or any security therefor, or to provide funds for the payment
     or discharge thereof (whether in the form of loans, advances, stock
     purchases, capital contributions or otherwise), or to maintain solvency,
     assets, level of income, or other financial condition, or to make
     payment other than for value received.

          "Contractual Obligation" means, as applied to any Person, any material
     provision of any equity or debt securities issued by that Person or any
     indenture, mortgage, deed of trust, security agreement, pledge agreement,
     guaranty, contract, undertaking, agreement or instrument, in any case in
     writing, to which that Person is a party or by which it or any of its
     properties is bound, or to which it or any of its properties is subject,
     with obligations in excess of $1,000,000.

          "Controlled Group" means the group consisting of (i) any corporation
     which is a member of the same controlled group of corporations (within the
     meaning of Section 414(b) of the Code) as the Company; (ii) a partnership
     or other trade or business (whether or not incorporated) which is under
     common control (within the meaning of Section 414(c) of the Code) with the
     Company; and (iii) a member of the same affiliated service group (within
     the meaning of Section 414(m) of the Code) as the Company, any corporation
     described in clause (i) above or any partnership or trade or business
     described in clause (ii) above.

          "Credit Agreement" means the Amended and Restated Credit Agreement,
     dated the Effective Date, among the Company, the Lenders and the Agent, as
     the same may from time to time be further amended, modified, supplemented
     or restated in compliance with the terms of this Agreement.

          "Customary Permitted Liens" means:

               (i)    Liens (other than Environmental Liens and Liens in favor
          of the IRS or the PBGC) with respect to the payment of taxes,
          assessments or governmental charges in all cases which are not yet due
          or (if foreclosure, distraint, sale or other similar proceedings shall
          not have been commenced) which are being contested in good faith by
          appropriate proceedings properly instituted and diligently conducted
          and with respect to which adequate reserves or other appropriate
          provisions are being maintained in accordance with GAAP;

               (ii)   statutory Liens of landlords and Liens of suppliers,
          mechanics, carriers, materialmen, warehousemen or workmen and other
          similar Liens imposed by law created in the ordinary course of
          business for amounts not yet due or which are being contested in good
          faith by appropriate proceedings properly instituted and diligently
          conducted and with respect to which adequate reserves or other
          appropriate provisions are being maintained in accordance with GAAP;

               (iii)  Liens (other than Environmental Liens and Liens in favor
          of the IRS or the PBGC) incurred or deposits made in the ordinary
          course of business in connection with workers' compensation,
          unemployment insurance or other types of social security benefits or
          to secure the performance of bids, tenders, sales, contracts (other
          than for the repayment of borrowed money), surety, appeal and
          performance bonds; PROVIDED that (A) such Liens do not in the
          aggregate materially detract from the value of the Company's or such
          Subsidiary's assets or property taken as a whole or materially impair
          the use thereof in the operation of the businesses taken as a whole,
          and (B) all Liens securing bonds to stay judgments or


                                 Exhibit 1.1-27
<PAGE>

          in connection with appeals do not secure at any time an aggregate
          amount exceeding $1,000,000;

               (iv)   Liens arising with respect to zoning restrictions,
          easements, licenses, reservations, covenants, rights-of-way, utility
          easements, building restrictions and other similar charges or
          encumbrances on the use of real property which do not in any case
          materially detract from the value of the property subject thereto or
          interfere with the ordinary conduct of the business of the Company or
          any of its Subsidiaries;

               (v)    Liens of attachment or judgment with respect to judgments,
          writs or warrants of attachment, or similar process against the
          Company or any of its Subsidiaries which do not constitute an Event of
          Default under Section 12.1(h); and

               (vi)   any interest or title of the lessor in the property
          subject to any operating lease entered into by the Company or any of
          its Subsidiaries in the ordinary course of business.

          "Designated Prepayment" is defined in Section 3.1(a)(vii).

          "Disclosed Disputes" has the meaning given that term in Section 1(a)
     of the Disclosure Letter.

          "Disclosure Letter" means that certain disclosure letter, dated the
     Effective Date, issued by the Company and acknowledged and consented to by
     the Agent, the Lenders and the holder of the Notes on the Effective Date,
     as the same may from time to time be amended, modified, supplemented or
     restated with the consent of the Required Creditors.

          "Dispute Resolution Costs" has the meaning specified in Section 1(a)
     of the Disclosure Letter.

          "Disqualified Stock" has the meaning specified in the Credit
     Agreement.

          "DOL" means the United States Department of Labor and any Person
     succeeding to the functions thereof.

          "EBIDTA" has the meaning specified in Section 7.4(A).

          "Effective Date" has the meaning specified in Section 3 of the Second
     Amendment.

          "Eligible Inventory" shall have the meaning specified in the Credit
     Agreement.

          "Eligible Receivables" shall have the meaning specified in the Credit
     Agreement.

          "Eligible Transferee" means:

               (a)    a commercial bank organized under the laws of the United
          States or any state thereof, and having total assets in excess of
          $5,000,000,000, or an Affiliate thereof;

               (b)    a savings and loan association or savings bank organized
          under the laws of the United States or any state thereof, and having
          total assets in excess of $5,000,000,000;


                                 Exhibit 1.1-28
<PAGE>

               (c)    a commercial bank organized under the laws of any other
          country that is a member of the OECD or has concluded special lending
          arrangements with the International Monetary Fund associated with its
          General Arrangements to Borrow or of the Cayman Islands or a political
          subdivision of any of such country, and having total assets in excess
          of $20,000,000,000, so long as such bank is acting through a branch or
          agency located in the United States;

               (d)    an insurance company (as defined in Section 2(13) of the
          Securities Act) that in the aggregate owns and invests, on a
          discretionary basis, at least $100,000,000 in securities of issuers
          that are not affiliated with such insurance company; or

               (e)    any broker or dealer acquiring such Note for its own
          account that agrees in writing (for the benefit of the Company) that
          it shall not, directly or indirectly, act to effect a Change of
          Control or acquire all or substantially all of the assets of the
          Company or any Subsidiary, PROVIDED, HOWEVER, that the foregoing shall
          not adversely affect the rights of such acquiring entity to exercise
          any remedies under this Agreement or the other Financing Documents
          available to the holders of Notes generally.

          "Environmental, Health or Safety Requirements of Law" means all
     Requirements of Law derived from or relating to foreign, federal, state
     and local laws or regulations relating to or addressing pollution or
     protection of the environment, or protection of worker health or safety,
     including, but not limited to, the Comprehensive Environmental Response,
     Compensation and Liability Act, 42 U.S.C. Section 9601 ET SEQ., the
     Occupational Safety and Health Act of 1970, 29 U.S.C. Section 651 ET
     SEQ., and the Resource Conservation and Recovery Act of 1976, 42 U.S.C.
     section 6901 ET SEQ., in each case including any amendments thereto, any
     successor statutes, and any regulations or guidance promulgated
     thereunder, and any state or local equivalent thereof.

          "Environmental Lien" means a Lien in favor of any Governmental Body
     for (a) any liability under Environmental, Health or Safety Requirements of
     Law, or (b) damages arising from, or costs incurred by such Governmental
     Body in response to, a Release or threatened Release of a Contaminant into
     the environment.

          "Equity Interests" means Capital Stock and all warrants, options or
     other rights to acquire Capital Stock (but excluding any debt security that
     is convertible into, or exchangeable for, Capital Stock).

          "Excluded Asset Sales" means Asset Sales consisting of any of the
     following: (a) sales of Receivables sold by any of the Company's foreign
     Subsidiaries in the ordinary course of such Subsidiary's business and
     consistent with its past practices, (b) those Asset Sales permitted
     pursuant to Section 7.3(B)(i) and (ii) and (c) Asset Sales involving the
     assets of one or more of the Company's Subsidiaries in Belgium, Mexico and
     Italy to the extent the aggregate Net Cash Proceeds thereof do not exceed
     the approximate amounts set forth with respect thereto in the projections
     attached as Exhibit A to the Disclosure Letter.

          "Existing Loan Termination Date" shall have the meaning specified in
     the Credit Agreement.

          "Existing Note Purchase Agreement" means this Agreement, as amended up
     to but not including the Effective Date.


                                 Exhibit 1.1-29

<PAGE>

          "Existing Notes" means the Notes issued pursuant to the Existing Note
     Purchase Agreement.

          "Existing Obligations" has the meaning specified in the Credit
     Agreement as of the Effective Date.

          "Financing" means, with respect to any Person, the issuance or sale by
     such Person of any Equity Interests of such Person or any Indebtedness
     consisting of debt securities of such Person.

          "Financing Documents" means this Agreement, the Notes, the Guaranty
     Agreement, the Collateral Documents and all other documents, instruments
     and agreements executed in connection therewith or contemplated thereby, as
     the same may be amended, restated or otherwise modified and in effect from
     time to time.

          "Gross Negligence" means recklessness, or actions taken or omitted
     with conscious indifference to or the complete disregard of consequences. 
     Gross Negligence does not mean the absence of ordinary care or diligence,
     or an inadvertent act or inadvertent failure to act.  If the term "gross
     negligence" is used with respect to any holder of Notes or any indemnitee
     in any of the other Financing Documents, it shall have the meaning set
     forth herein.

          "Guaranty Agreement" means that certain Guaranty of SEI dated as of
     the September 22, 1997, in favor of the holders of the Notes, as it may be
     amended, modified, supplemented and/or restated (including to add new
     Guarantors), and as in effect from time to time.

          "Hedging Agreements" has the meaning specified in Section 7.3(Q).

          "Hedging Obligations" of a Person means any and all obligations of
     such Person, whether absolute or contingent and howsoever and whensoever
     created, arising, evidenced or acquired (including all renewals, extensions
     and modifications thereof and substitutions therefor), under (i) any and
     all agreements, devices or arrangements designed to protect at least one of
     the parties thereto from the fluctuations of interest rates, commodity
     prices, exchange rates or forward rates applicable to such party's assets,
     liabilities or exchange transactions, including, but not limited to,
     dollar-denominated or cross-currency interest rate exchange agreements,
     forward currency exchange agreements, interest rate cap or collar
     protection agreements, forward rate currency or interest rate options, puts
     and warrants, and (ii) any and all cancellations, buy backs, reversals,
     terminations or assignments of any of the foregoing.

          "Holders of Secured Obligations" has the meaning specified in the
     Collateral Sharing Agreement.

          "Indebtedness" of any Person means, without duplication, such Person's
     (a) obligations for borrowed money, (b) obligations representing the
     deferred purchase price of property or services (other than accounts
     payable arising in the ordinary course of such Person's business payable on
     terms customary in the trade), (c) obligations, whether or not assumed,
     secured by Liens or payable out of the proceeds or production from property
     or assets now or hereafter owned or acquired by such Person, (d)
     obligations which are evidenced by notes, acceptances or other instruments,
     (e) Capitalized Lease Obligations, (f) Contingent Obligations, (g)
     obligations with respect to letters of credit, (h) Hedging 


                                  Exhibit 1.1-30

<PAGE>

     Obligations and (i) Off Balance Sheet Liabilities.  The amount of 
     Indebtedness of any Person at any date shall be without duplication (i) 
     the outstanding balance at such date of all unconditional obligations as 
     described above and the maximum liability of any such Contingent 
     Obligations at such date and (ii) in the case of Indebtedness of others 
     secured by a Lien to which the property or assets owned or held by such 
     Person is subject, the lesser of the fair market value at such date of 
     any asset subject to a Lien securing the Indebtedness of others and the 
     amount of the Indebtedness secured.

          "Indemnified Matters" has the meaning specified in Section
     15.3(b)(ii).

          "Indemnitees" has the meaning specified in Section 15.3(b).

          "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.

          "Intellectual Property Security Agreements" means those certain Patent
     Security Agreements and/or Trademark Security Agreements, dated the
     Effective Date, executed by the Company and SEI, respectively, in favor of
     the Collateral Agent for the benefit of the Holders of Secured Obligations
     as amended, restated or otherwise modified from time to time.

          "Interest Expense" has the meaning specified in Section 7.4(A).

          "IRS" means the Internal Revenue Service and any Person succeeding to
     the functions thereof.

          "Issuance Prepayments" is defined in Section 3.1(a)(ii).

          "Knowledge" has the meaning specified in Section 12.1(d).

          "Lenders" means the lending institutions listed on the signature pages
     of the Credit Agreement and their respective successors and assigns.

          "Letter of Credit" has the meaning specified in the Credit Agreement.

          "Material Subsidiaries" means, on the date of any determination
     thereof, each Subsidiary having (i) assets, as of the immediately preceding
     Subsidiary Test Date, with a book value equal to or greater than
     $15,000,000 or (ii) gross revenues, for the period of twelve consecutive
     months ended as of the immediately preceding Subsidiary Test Date, equal to
     or greater than $15,000,000.  As used in this definition, "Subsidiary Test
     Date" means the last day of each fiscal quarter of the Company and the last
     day of each fiscal year of the Company, calculated as of the date of
     delivery of the financial statements required to be delivered pursuant to
     Section 7.1(A)(ii) and Section 7.1(A)(iii).

          "Mortgages" means, collectively, the fee mortgages and leasehold
     mortgages granted to the Collateral Agent with respect to certain real
     estate of the Company, as further identified in Schedule 1.1.5 to the
     Credit Agreement, together with any additional fee or leasehold mortgages
     executed and delivered pursuant to the terms of this Agreement or the
     Security Agreements.


                                  Exhibit 1.1-31

<PAGE>

          "Net Cash Proceeds" means, with respect to any Asset Sale by any
     Person, (a) cash (freely convertible into United States dollars) received
     by such Person or any Subsidiary of such Person from such Asset Sale
     (including cash received as consideration for the assumption or incurrence
     of liabilities incurred in connection with or in anticipation of such Asset
     Sale), after (i) provision for all income or other taxes measured by or
     resulting from such Asset Sale which such Person pays in cash or reasonably
     estimates to be payable in cash during the applicable tax year (after
     taking into account the entire tax filing posture of the recipient of the
     proceeds from such Asset Sale), (ii) payment of all brokerage commissions
     and other fees and expenses related to such Asset Sale, (iii) repayment of
     Indebtedness secured by a Lien on any asset disposed of in such Asset Sale
     or which is or may be required (by the express terms of the instrument
     governing such Indebtedness or by applicable law) to be repaid in
     connection with such Asset Sale (including payments made to obtain or avoid
     the need for the consent of any holder of such Indebtedness), and (iv)
     deduction of appropriate amounts to be provided by such Person or a
     Subsidiary of such Person as a reserve, in accordance with GAAP, against
     any liabilities associated with the assets sold or disposed of in such
     Asset Sale and retained by such Person or a Subsidiary of such Person after
     such Asset Sale, including, without limitation, pension and other
     post-employment benefit liabilities and liabilities related to
     environmental matters or against any indemnification obligations associated
     with the assets sold or disposed of in such Asset Sale; and (b) cash
     payments in respect of any other consideration received by such Person or
     any Subsidiary of such Person from such Asset Sale upon receipt of such
     cash payments by such Person or such Subsidiary.

          "Net Income" has the meaning specified in Section 7.4(A).

          "Obligations" has the meaning specified in the Credit Agreement.

          "Off Balance Sheet Liabilities" has the meaning specified in the
     Credit Agreement.

          "Permitted Existing Contingent Obligations" means the Contingent
     Obligations of the Company and its Subsidiaries identified as such on
     Schedule 1.1.1 of the Credit Agreement as of the Effective Date.

          "Permitted Existing Indebtedness" means the Indebtedness of the
     Company and its Subsidiaries identified as such on Schedule 1.1.2 of the
     Credit Agreement as of the Effective Date.

          "Permitted Existing Investments" means the Investments of the Company
     and its Subsidiaries identified as such on Schedule 1.1.3 of the Credit
     Agreement as of the Effective Date.

          "Permitted Existing Liens" means the Liens on assets of the Company
     and its Subsidiaries identified as such on Schedule 1.1.4 of the Credit
     Agreement as of the Effective Date.

          "Permitted Purchase Money Indebtedness" has the meaning specified in
     Section 7.3(A)(viii).

          "Permitted Refinancing Indebtedness" means any replacement, renewal,
     refinancing or extension of any Indebtedness permitted by this Agreement
     that (i) does not exceed the aggregate principal amount (PLUS accrued
     interest and any applicable premium and associated fees and expenses) of
     the Indebtedness being replaced, renewed, refinanced or 


                                  Exhibit 1.1-32

<PAGE>

     extended, (ii) does not have a weighted average life to maturity at the 
     time of such replacement, renewal, refinancing or extension that is less 
     than the weighted average life to maturity of the Indebtedness being 
     replaced, renewed, refinanced or extended, (iii) does not rank at the 
     time of such replacement, renewal, refinancing or extension senior to 
     the Indebtedness being replaced, renewed, refinanced or extended, and 
     (iv) does not contain terms (including, without limitation, terms 
     relating to security, amortization, interest rate, premiums, fees, 
     covenants, event of default and remedies) materially less favorable to 
     the Company or to the holders of the Notes than those applicable to the 
     Indebtedness being replaced, renewed, refinanced or extended.

          "Pledge Agreements" means, collectively, (a) the Shares Accounts
     Pledge Agreement dated as of November 21, 1997 executed by the Company in
     favor of the Collateral Agent, with respect to 65% of the outstanding
     Capital Stock of Sames, S.A., (b) the Equitable Share Charge dated as of
     November 21, 1997 executed by the Company in favor of the Collateral Agent,
     with respect to 65% of the outstanding Capital Stock of Binks-Sames
     Limited, (c) the Pledge Agreement dated the Effective Date, executed by the
     Company in favor of the Collateral Agent with respect to 65% of the
     outstanding Capital Stock of Binks Sames Canada, Ltd. and (d) the Pledge
     Agreement dated the Effective Date, executed by the Company in favor of the
     Collateral Agent with respect to 100% of the outstanding Capital Stock of
     Sames Electrostatic, Inc., in each case as the same may from time to time
     be amended, modified, supplemented or restated.

          "Receivable(s)" means, with respect to any Person, all of such
     Person's presently existing and hereafter arising or acquired accounts,
     accounts receivable, and all present and future rights of such Person to
     payment for goods sold or leased or for services rendered (except those
     evidenced by instruments or chattel paper), whether or not they have been
     earned by performance, and all rights in any merchandise or goods which any
     of the same may represent, and all rights, title, security and guaranties
     with respect to each of the foregoing, including, without limitation, any
     right of stoppage in transit.

          "Release" means any release, spill, emission, leaking, pumping,
     injection, deposit, disposal, discharge, dispersal, leaching or migration
     into the indoor or outdoor environment, including the movement of
     Contaminants through or in the air, soil, surface water or groundwater. 

          "Releasee" has the meaning specified in Section 15.3(d).

          "Releasors" has the meaning specified in Section 15.3(d).

          "Reportable Event" means a reportable event as defined in Section 4043
     of ERISA and the regulations issued under such section, with respect to a
     Plan, excluding, however, such events as to which the PBGC by regulation
     waived the requirement of Section 4043(a) of ERISA that it be notified
     within 30 days after such event occurs, PROVIDED, HOWEVER, that a failure
     to meet the minimum funding standards of Section 412 of the Code and of
     Section 302 of ERISA shall be a Reportable Event regardless of the issuance
     of any such waiver of the notice requirement in accordance with either
     Section 4043(a) of ERISA or Section 412(d) of the Code.

          "Required Creditors" has the meaning given that term in the Collateral
     Sharing Agreement.


                                  Exhibit 1.1-33

<PAGE>

          "Requirements of Law" means, as to any Person, the charter and by-laws
     or other organizational or governing documents of such Person, and any law,
     rule or regulation, or determination of an arbitrator or a court or other
     Governmental Body, in each case applicable to or binding upon such Person
     or any of its property or to which such Person or any of its property is
     subject including, without limitation, the Securities Act, the Exchange
     Act, Regulations G, T, U and X of the Board of Governors of the Federal
     Reserve System, ERISA, the Fair Labor Standards Act, the Worker Adjustment
     and Retraining Notification Act, Americans with Disabilities Act of 1990,
     and any certificate of occupancy, zoning ordinance, building, environmental
     or land use requirement or permit or environmental, labor, employment,
     occupational safety or health law, rule or regulation, including
     Environmental, Health or Safety Requirements of Law.

          "Restricted Payment" means (i) any dividend or other distribution,
     direct or indirect, on account of any Equity Interests of the Company now
     or hereafter outstanding, except a dividend payable solely in the Company's
     Capital Stock (other than Disqualified Stock) or in options, warrants or
     other rights to purchase such Capital Stock, (ii) any redemption,
     retirement, purchase or other acquisition for value, direct or indirect, of
     any Equity Interests of the Company or any of its Subsidiaries now or
     hereafter outstanding, other than in exchange for, or out of the proceeds
     of, the substantially concurrent sale (other than to a Subsidiary of the
     Company) of other Equity Interests of the Company (other than Disqualified
     Stock), (iii) any redemption, purchase, retirement, defeasance, prepayment
     or other acquisition for value, direct or indirect, of any Indebtedness
     other than the Notes, and (iv) any payment of a claim for the rescission of
     the purchase or sale of, or for material damages arising from the purchase
     or sale of, any Indebtedness (other than the Notes) or any Equity Interests
     of the Company or any of the Company's Subsidiaries, or of a claim for
     reimbursement, indemnification or contribution arising out of or related to
     any such claim for damages or rescission.

          "Restructuring Expenses" has the meaning specified in Section 7.4(A).

          "Sale Initiative" has the meaning specified in Section 7.5.

          "Sale Initiative Prepayment" has the meaning specified in Section
     3.1(a)(i).

          "Second Amendment" means the Waiver and Second Amendment to Note
     Purchase Agreement, dated the Effective Date, between the Company and The
     Equitable Life Assurance Society of the United States.

          "Secured Obligations" has the meaning specified in the Collateral
     Sharing Agreement.

          "Security Agreements" means those certain Security Agreements, dated
     the Effective Date, executed by the Company and SEI, respectively, in favor
     of the Collateral Agent for the benefit of the Holders of Secured
     Obligations, as amended, restated or otherwise modified from time to time.

          "SEI" means Sames Electrostatic, Inc., a Connecticut corporation.

          "Sharing Period" means the period from the Effective Date until the
     first date on which the aggregate amount of "Asset Sale Prepayments",
     "Subsidiary Prepayments" and "Issuance Prepayments" equals or exceeds
     $1,000,000.


                                  Exhibit 1.1-34

<PAGE>

          "Subsidiary Prepayments" has the meaning specified in Section
     3.1(a)(iii).

          "Supplemental Credit Obligations" means, at any particular time, the
     sum of (i) the outstanding principal amount of the Supplemental Loans (as
     defined in the Credit Agreement) at such time, PLUS (ii) the outstanding
     L/C Obligations (as defined in the Credit Agreement) at such time.

          "Tax Prepayment" has the meaning specified in Section 3.1(a)(iv).

          "Termination Event" means (i) a Reportable Event with respect to any
     Benefit Plan; (ii) the withdrawal of the Company or any member of the
     Controlled Group from a Benefit Plan during a plan year in which the
     Company or such Controlled Group member was a "substantial employer" as
     defined in Section 4001(a)(2) of ERISA or the cessation of operations which
     results in the termination of employment of 20% of Benefit Plan
     participants who are employees of the Company or any member of the
     Controlled Group; (iii) the imposition of an obligation on the Company or
     any member of the Controlled Group under Section 4041 of ERISA to provide
     affected parties written notice of intent to terminate a Benefit Plan in a
     distress termination described in Section 4041(c) of ERISA; (iv) the
     institution by the PBGC of proceedings to terminate a Benefit Plan; (v) any
     event or condition which might constitute grounds under Section 4042 of
     ERISA for the termination of, or the appointment of a trustee to
     administer, any Benefit Plan; or (vi) the partial or complete withdrawal of
     the Company or any member of the Controlled Group from a Multiemployer
     Plan.

          "Transfer Event of Default" means: 

          (a)  the occurrence of any Event of Default under any of clauses (a)
     or (e) through (k) of Section 12.1; 

          (b)  the occurrence of any Default under Section 12.1(b)(ii) as a
     result of the Company's breach of Section 7.1(I) and such breach shall
     continue unremedied for 10 Business Days after notice thereof is given to
     the Company by any holder of Notes (such 10-day period ending on the 10th
     day following the giving of such notice whether or not such notice was
     given prior to the expiration of the two Business Day grace period
     contained in Section 12.1(b)(ii));

          (c)  the occurrence of any Event of Default under Section
     12.1(b)(iii);

          (d)  the occurrence of any Default under Section 12.1(c) arising out
     of any breach of the representations and warranties made under Section 2.4
     or Section 2.5; or

          (e)  the occurrence of any Default under Section 12.1(d) arising out
     of any breach of the provisions of Section 7.1(A) and such breach shall
     continue unremedied for 30 days after notice thereof is given to the
     Company by any holder of Notes (such 30-day period ending on the 30th day
     following the giving of such notice whether or not such notice was given
     prior to the expiration of the 30-day grace period contained in Section
     12.1(d)).


     8.   AMENDMENT OF SECTION 12.1 OF THE EXISTING NOTE PURCHASE AGREEMENT. 
Section 12.1 of the Existing Note Purchase Agreement is amended and restated in
its entirety as follows:


                                  Exhibit 1.1-35

<PAGE>

          12.1.       EVENTS OF DEFAULT; REMEDIES.  If any of the following
     events (herein called "Events of Default") shall have occurred and be
     continuing (whatever the reason for such Event of Default and whether it
     shall be voluntary or involuntary or by operation of law or otherwise):

               (a)    FAILURE TO MAKE PAYMENTS WHEN DUE.  The Company shall:

                      (i)  default in the due and punctual payment or prepayment
               of all or any part of the principal of, or prepayment charge (if
               any) on, any Note when and as the same shall become due and
               payable, whether at stated maturity, by acceleration, by notice
               of prepayment or otherwise; or

                      (ii) default in the due and punctual payment or prepayment
               of any interest on any Note when and as such interest shall
               become due and payable, and such default shall continue for a
               period of five Business Days;

               (b)    BREACH OF CERTAIN COVENANTS.  The Company shall fail duly
          and punctually to perform or observe any agreement, covenant or
          obligation binding on the Company under any of:

                      (i)  Sections 7.2(F), 7.2(K)(i), or 7.2(K)(iii) and such
               failure shall continue unremedied for ten Business Days; or

                      (ii) Sections 3.1(b) or 7.1(I) and such failure shall
               continue unremedied for two Business Days; or

                      (iii)     Sections 7.3, 7.4, or 7.5;

               (c)    BREACH OF REPRESENTATION OR WARRANTY.  Any representation,
          warranty or statement made by or on behalf of the Company or any
          Subsidiary or any officer of the Company or any Subsidiary in any
          Financing Document or in any financial statement, certificate or other
          instrument or document now or hereafter delivered pursuant to or in
          connection with any provision of any Financing Document shall prove to
          be false or misleading in any material respect on the date as of which
          made;

               (d)    OTHER DEFAULTS.  The Company shall default in the
          performance of or compliance with any term contained in this Agreement
          (other than as covered by paragraphs (a), (b) or (c) of this Section
          12.1), or the Company or any of its Subsidiaries shall default in the
          performance of or compliance with any term contained in any of the
          other Financing Documents, and such default shall continue for 30 days
          after the earlier of (1) written notice thereof has been given to the
          Company; and (2) any member of senior executive management of the
          Company has "Knowledge" (as hereinafter defined) of such Default.  For
          purposes hereof and paragraph (Q) below, "Knowledge" means with
          respect to any Person, the actual knowledge, after due inquiry, of any
          fact or circumstance or any fact or circumstance of which such Person
          should have known, with respect to any of (A) the chairman of the
          board of directors, chief executive officer, chief financial officer,
          chief operating officer, executive vice president for operations,
          treasurer and/or controller of the Company (or persons performing the
          functions typically performed by persons with such titles) and (B) the
          senior corporate executive officers and chairman of the board of each
          Material Subsidiary of the Company; PROVIDED, HOWEVER, with respect to
          Requirements of Law and other matters regulated by any Governmental
          Body the list 


                                  Exhibit 1.1-36

<PAGE>

          of Persons in clauses (A) and (B) shall include the persons primarily
          responsible for monitoring and ensuring compliance with such 
          Requirements of Law and other regulatory matters or Persons succeeding
          to their respective duties as employees of such Person as of the 
          Effective Date;

               (e)    DEFAULT AS TO OTHER INDEBTEDNESS.

                      (i)  CREDIT AGREEMENT DEFAULTS.  The Company or any of its
               Subsidiaries shall fail to pay any part of the Obligations beyond
               any period of grace provided with respect thereto; or any breach,
               default or event of default shall occur, or any other condition
               shall exist under the Credit Agreement or any other instrument,
               agreement or indenture pertaining to the Obligations, beyond any
               period of grace, if any, provided with respect thereto, if the
               effect thereof is to cause an acceleration, mandatory redemption,
               a requirement that the Company offer to purchase the Indebtedness
               evidenced by the Obligations or other required repurchase or
               repayment thereof, or permit the Lenders (or the Collateral
               Agent) to accelerate the maturity of any the Obligations (or any
               portion thereof) or require a redemption or other repurchase of
               the Obligations (or any portion thereof); or the Obligations (or
               any portion thereof) shall be otherwise declared to be due and
               payable (by acceleration or otherwise) or required to be prepaid,
               redeemed or otherwise repurchased by the Company or any of its
               Subsidiaries (other than by a regularly scheduled required
               prepayment or any prepayment required under Section 2.5 of the
               Credit Agreement) prior to the stated maturity thereof; or

                      (ii) OTHER INDEBTEDNESS.  The Company or any of its
               Subsidiaries shall fail to pay any part of the principal of, the
               premium, if any, or the interest on, or any other payment of
               money due under any Indebtedness (other than the Notes), beyond
               any period of grace provided with respect thereto, which
               individually or together with other such Indebtedness as to which
               any such failure exists has an aggregate outstanding principal
               amount in excess of $1,000,000; or any breach, default or event
               of default shall occur, or any other condition shall exist under
               any instrument, agreement or indenture pertaining to any such
               Indebtedness having such aggregate outstanding principal amount,
               beyond any period of grace, if any, provided with respect
               thereto, if the effect thereof is to cause an acceleration,
               mandatory redemption, a requirement that the Company offer to
               purchase such Indebtedness or other required repurchase of such
               Indebtedness, or permit the holder(s) of such Indebtedness to
               accelerate the maturity of any such Indebtedness or require a
               redemption or other repurchase of such Indebtedness; or any such
               Indebtedness shall be otherwise declared to be due and payable
               (by acceleration or otherwise) or required to be prepaid,
               redeemed or otherwise repurchased by the Company or any of its
               Subsidiaries (other than by a regularly scheduled required
               prepayment) prior to the stated maturity thereof;

               (f)    INVOLUNTARY BANKRUPTCY; APPOINTMENT OF RECEIVER, ETC.

                      (i)  An involuntary case shall be commenced against the
               Company or any of its Material Subsidiaries and the petition
               shall not be dismissed, stayed, bonded or discharged within 60
               days after commencement of the case; or a court having
               jurisdiction in the premises 


                                  Exhibit 1.1-37

<PAGE>

               shall enter a decree or order for relief in respect of the 
               Company or any of its Material Subsidiaries in an involuntary 
               case, under any applicable bankruptcy, insolvency or other 
               similar law now or hereinafter in effect; or any other 
               similar relief shall be granted under any applicable federal, 
               state, local or foreign law; or

                      (ii) A decree or order of a court having jurisdiction in
               the premises for the appointment of a receiver, liquidator,
               sequestrator, trustee, custodian or other officer having similar
               powers over the Company or any of its Material Subsidiaries or
               over all or a substantial part of the property of the Company or
               any of its Material Subsidiaries shall be entered; or an interim
               receiver, trustee or other custodian of the Company or any of its
               Material Subsidiaries or of all or a substantial part of the
               property of the Company or any of its Material Subsidiaries shall
               be appointed or a warrant of attachment, execution or similar
               process against any substantial part of the property of the
               Company or any of its Material Subsidiaries shall be issued and
               any such event shall not be stayed, dismissed, bonded or
               discharged within 60 days after entry, appointment or issuance;

               (g)    VOLUNTARY BANKRUPTCY; APPOINTMENT OF RECEIVER, ETC.  The
          Company or any of its Material Subsidiaries shall (i) commence a
          voluntary case under any applicable bankruptcy, insolvency or other
          similar law now or hereafter in effect, (ii) consent to the entry of
          an order for relief in an involuntary case, or to the conversion of an
          involuntary case to a voluntary case, under any such law, (iii)
          consent to the appointment of or taking possession by a receiver,
          trustee or other custodian for all or a substantial part of its
          property, (iv) make any assignment for the benefit of creditors or (v)
          take any corporate action to authorize any of the foregoing;

               (h)    JUDGMENTS AND ATTACHMENTS.  Any money judgment(s) (other
          than a money judgment covered by insurance as to which the insurance
          company has not disclaimed or reserved the right to disclaim
          coverage), writ or warrant of attachment, or similar process against
          the Company or any of its Material Subsidiaries or any of their
          respective assets, involving in any single case or in the aggregate an
          amount in excess of (i) $1,000,000 with respect to matters other than
          the Disclosed Disputes or (ii) with respect to the Disclosed Disputes,
          the amounts set forth in the Disclosure Letter, is or are entered and
          shall remain undischarged, unvacated, unbonded or unstayed for a
          period of 60 days or in any event later than 15 days prior to the date
          of any proposed sale thereunder;

               (i)    DISSOLUTION.  Any order, judgment or decree shall be
          entered against the Company decreeing its involuntary dissolution and
          such order shall remain undischarged and unstayed for a period in
          excess of 60 days; or the Company shall otherwise dissolve or cease to
          exist;

               (j)    FINANCING DOCUMENTS; FAILURE OF SECURITY.  At any time,
          for any reason, (i) any Financing Document as a whole that materially
          affects the ability of the Collateral Agent or any holder of Notes to
          enforce the Notes or enforce its rights against the Collateral ceases
          to be in full force and effect and the Company fails to cure any
          defect within 10 Business Days of written notice thereof by any holder
          of Notes to the Company; (ii) the Company or any of its Material
          Subsidiaries which is a party to any Financing Document seeks to
          repudiate its obligations under any such Financing Document; (iii)
          Liens with respect to any material portion of the Collateral 


                                  Exhibit 1.1-38

<PAGE>

          intended to be created by the Collateral Documents are invalid or 
          unperfected other than solely as a result of an action or failure 
          to act on the part of the Collateral Agent; (iv) the Company or 
          any such Subsidiary seeks to render any Liens on the Collateral 
          invalid and unperfected, or (v) Liens on any material portion of 
          the Collateral shall not have the priority contemplated by this 
          Agreement or the Collateral Documents other than solely as a 
          result of an action or failure to act on the part of the 
          Collateral Agent;

               (k)    TERMINATION EVENT.  Any Termination Event occurs which the
          Majority Holders believe is reasonably likely to subject the Company
          and/or any Subsidiary to liability in excess of $1,000,000;

               (l)    WAIVER OF MINIMUM FUNDING STANDARD.  If the plan
          administrator of any Plan applies under Section 412(d) of the Code for
          a waiver of the minimum funding standards of Section 412(a) of the
          Code and the Majority Holders reasonably believe the substantial
          business hardship upon which the application for the waiver is based
          could reasonably be expected to subject either the Company or any
          Controlled Group member to liability in excess of $1,000,000;

               (m)    [Intentionally Omitted];

               (n)    HEDGING AGREEMENTS.  Nonpayment by the Company or any of
          its Subsidiaries of any obligation under any Hedging Agreement or the
          declared default by the Company or any such Subsidiary of any material
          term, provision or condition contained in any such Hedging Agreement;

               (o)    ENVIRONMENTAL MATTERS.  Except as disclosed in Schedule
          6.18 of the Credit Agreement, the Company or any of its Material
          Subsidiaries shall be the subject of any proceeding or investigation
          pertaining to (i) the Release by the Company or any of its Material
          Subsidiaries of any Contaminant into the environment, (ii) the
          liability of the Company or any of its Material Subsidiaries arising
          from the Release by any other Person of any Contaminant into the
          environment, or (iii) any violation of any Environmental, Health or
          Safety Requirements of Law which by the Company or any of its Material
          Subsidiaries, which, in any case, has or is reasonably likely to
          subject the Company to liability in excess of $5,000,000;

               (p)    GUARANTOR REVOCATION.

                      (i)    the Guaranty Agreement shall cease to be in full
               force and effect or shall be declared by a court or governmental
               authority of competent jurisdiction to be void, voidable or
               unenforceable against SEI,

                      (ii)   the validity or enforceability of the Guaranty
               Agreement against SEI shall be contested by SEI, the Company or
               any Affiliate, or 

                      (iii)  SEI, the Company or any Affiliate shall deny that
               SEI has any further liability or obligation under the Guaranty
               Agreement; or

               (q)    TERMINATION OF ADVISORS' ENGAGEMENTS.  The engagement by
          the Company of Blair to sell the Company shall have been terminated by
          any Person without the prompt engagement of a replacement investment
          bank reasonably acceptable to the Majority Holders or the engagement
          by the Company of Dratt-


                                  Exhibit 1.1-31

<PAGE>

          Campbell without the prompt engagement of another reputable 
          financial consultant reasonably acceptable to the Majority Holders 
          shall have occurred;

     then (A) upon the occurrence of any Event of Default described in
     subsection (f) or (g), the unpaid principal amount of all Notes together
     with the interest accrued thereon, and, to the extent lawful, an amount
     equal to the applicable Additional Amount, shall automatically become
     immediately due and payable, without presentment, demand, notice,
     declaration, protest or other requirements of any kind, all of which are
     hereby expressly waived, or (B) upon the occurrence of any other Event of
     Default, the holders of at least a majority of the unpaid principal amount
     of the Notes at the time outstanding may, by written notice to the Company,
     declare the unpaid principal amount of all Notes to be, and the same shall
     forthwith become, immediately due and payable, together with the interest
     accrued thereon and, to the extent lawful, the applicable Additional
     Amount, if any, all without presentment, demand, notice, protest or other
     requirements of any kind, all of which are hereby expressly waived.

     As used herein, the term "Additional Amount" means, with respect to any
acceleration under Section 12.1(A) or (B) of the maturity of any Note or Notes
referred to in the preceding paragraph, an amount equal to the applicable Make
Whole Premium.

     The provisions of this Section 12.1 are subject, however, to the condition
that if, at any time after any Note shall have so become due and payable, the
Company shall pay all arrears of interest on the Notes and all payments on
account of the principal of and, to the extent permitted by law, prepayment
charge (if any) on the Notes which shall have become due otherwise than by
acceleration (with interest on all such overdue principal and prepayment charge,
if any, and, to the extent permitted by law, on overdue payments of interest, at
the applicable rate per annum provided for in the Notes or this Agreement in
respect of overdue amounts of principal, prepayment charge and interest), and
all Events of Default  (other than nonpayment of principal of, prepayment charge
(if any) and accrued interest on the Notes, due and payable solely by virtue of
acceleration) shall be remedied or waived pursuant to Section 15.2, then, and in
every such case, the Majority Holders, by written notice to the Company, may
rescind and annul any such acceleration and its consequences with respect to the
Notes; but no such action shall affect any subsequent Default or Event of
Default or impair any right consequent thereon.


     9.   AMENDMENT OF ARTICLE XIII OF THE EXISTING NOTE PURCHASE AGREEMENT. 
Article XIII of the Existing Note Purchase Agreement is hereby amended by adding
the following paragraph:

          Any holder of any Note may transfer such Note as follows:

               (a)    at any time to one or more of the Holders of Secured
          Obligations (or an Affiliate thereof) or one or more Eligible
          Transferees;

               (b)    at any time to one or more Persons consented to by the
          Company (which consent shall not be unreasonably withheld or delayed);
          and

               (iii)  following the occurrence of a Transfer Event of Default or
          at any time after November 30, 1998, to any other Person.  


     10.  AMENDMENT OF SECTION 15.2 OF THE EXISTING NOTE PURCHASE AGREEMENT. 
Section 15.2(a) of the Existing Note Purchase Agreement is amended and restated
in its entirety as follows:


                                  Exhibit 1.1-40

<PAGE>

          15.2.  AMENDMENT AND WAIVER.

          (a)    Any term, covenant, agreement or condition of this Agreement or
     of the Notes relating to administrative or other miscellaneous,
     non-remunerative matters particular to this Agreement (as to which the
     Lenders could not reasonably be expected to wish to request a similar
     amendment or waiver under the Credit Agreement) may, with the consent of
     the Company, be amended, or compliance therewith may be waived (either
     generally or in a particular instance and either retroactively or
     prospectively), by one or more substantially concurrent written instruments
     signed by the Majority Holders, PROVIDED that only with the consent of the
     Required Creditors and the Company, and only if the Company shall
     concurrently enter into a substantially similar amendment or waiver with
     respect to the Credit Agreement, a waiver or amendment may be effected for
     the purpose of (1) adding terms or provisions favorable to the holders of
     the Notes under this Agreement and favorable to the Lenders under the
     Credit Agreement, or (2)(A) modifying any affirmative covenants, negative
     covenants or financial covenants set forth in Article 7 of this Agreement
     and Article VII of the Credit Agreement, (B) modifying any of the
     representations and warranties contained in this Agreement, the Credit
     Agreement or any of the Collateral Documents (so long as such modification
     does not involve one of the Unanimous Voting Matters), (C) waiving any
     Event of Default under this Agreement and waiving any "Default" under the
     Credit Agreement relating solely to such affirmative covenants, negative
     covenants, financial covenants, representations or warranties, or (D)
     waiving any other Event of Default under this Agreement or any "Default"
     under and as defined in the Credit Agreement (so long as such Event of
     Default or Default does not involve one of the Unanimous Voting Matters); 
     PROVIDED, FURTHER, HOWEVER, in no event shall any such amendments or
     waivers of this Agreement or the Credit Agreement (including, without
     limitation, the applicable provisions of the Disclosure Letter) involving
     any of the items in clauses (i) through (xiii) below be effective without
     the consent of each holder of Notes or if applicable the Lender affected
     thereby:

                 (i)    change any maturity date or any other date fixed for any
          payment of principal of, or interest on, the Secured Obligations or
          any fees or other amounts payable to the holders of Notes or the
          Lenders;

                 (ii)   reduce the principal amount of any Secured Obligations
          or the rate of interest thereon or any fees, prepayment charges or
          other amounts payable to the holders of Notes or the Lenders;

                 (iii)  change the definition of "Required Creditors," "Majority
          Holders" or "Required Lenders" (as defined in the Credit Agreement) or
          any other defined term used to designate the applicable percentage in
          this Agreement, the Credit Agreement or any Collateral Document as
          applicable to act on specified matters;

                 (iv)   increase the Aggregate Supplemental Loan Commitment or
          otherwise increase the principal amount which may be borrowed under
          the Credit Agreement (other than as a result of a change in the
          Borrowing Base or the components thereof which is not covered by the
          terms of clause (ix) below);

                 (v)    permit the Company to assign its rights with respect to
          the Secured Obligations;

                 (vi)   amend this Section 15.2, Section 9.3 of the Credit
          Agreement, or Section 30 of the Collateral Sharing Agreement;


                                  Exhibit 1.1-41

<PAGE>

                 (vii)  other than in connection with a transaction expressly
          permitted by the terms of this Agreement (including, without
          limitation, Sections 3.1(a)(I), 7.3(B) and 7.5(g) hereof) and the
          Credit Agreement, release any Collateral;

                 (viii) change the definition of "Make Whole Premium;"

                 (ix)   change (A) any of the dollar amounts specified in clause
          (iii) of the definition of "Borrowing Base" set forth in the Credit
          Agreement, (B) either of the percentages used in clauses (i) or (ii)
          of such definition of "Borrowing Base" in determining the Borrowing
          Base, (C) the definition of the "Maximum Amount" set forth in the
          Credit Agreement or (D) the types of assets which are included in the
          Borrowing Base (I.E., expand the Borrowing Base to permit any assets
          other than Receivables and Inventory to have loan value); PROVIDED
          this clause (ix)(D) shall not apply to the eligibility criteria
          applied to Receivables and Inventory;

                 (x)    amend Section 7.3(F)(ii), Section 7.3(N), Section
          7.5(a), Section 7.5(b) or Section 7.5(e), of this Agreement or the
          Credit Agreement or consent to the waiver of any Default or Event of
          Default hereunder, or any "Unmatured Default" or "Default" under the
          Credit Agreement, relating thereto;

                 (xi)   amend any indemnity provision set forth in this
          Agreement, the Credit Agreement or any Financing Document;

                 (xii)  amend Section 2.4 or Section 2.5 of this Agreement or
          consent to any waiver of any Event of Default as a result of a
          material misrepresentation under such Sections or any "Unmatured
          Default" under the Credit Agreement as a result of a material
          misrepresentation under Section 6.4 or Section 6.10 of the Credit
          Agreement; or

                 (xiii) waive any Event of Default occurring under any of
          clauses (f), (g) or (i) of Section 12.1 of this Agreement or any of
          "Default" under any of clauses (F), (G) or (I) of Section 8.1 of the
          Credit Agreement.

     11.  AMENDMENT OF SECTION 15.3 OF THE EXISTING NOTE PURCHASE AGREEMENT. 
Section 15.3 of the Existing Note Purchase Agreement is amended and restated in
its entirety as follows:

          15.3   EXPENSES; INDEMNIFICATION.

          (a)    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 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 reasonable costs and
     expenses incurred in enforcing or defending (or determining whether or how
     to enforce or defend) any rights under this Agreement, the Notes or any
     other Financing Document or in responding to any subpoena or other legal
     process or informal investigative demand issued in connection with this
     Agreement, the Notes or any other Financing Document, or by reason of being
     a holder of any Note, (b) the reasonable fees, costs and expenses,
     including reasonable attorneys' and reasonable financial advisors' fees and
     costs and expenses, 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 


                                  Exhibit 1.1-42

<PAGE>

     transactions contemplated hereby and by the Notes and (c) the reasonable 
     costs and expenses (including travel expenses) incurred in connection 
     with the review, evaluation, negotiation, analysis, due diligence 
     investigation or other activity related to any of the Financing 
     Documents and the holders' and the Collateral Agent's rights and 
     remedies thereunder (including any such activity occurring during any 
     work-out or restructuring of the transactions contemplated hereby and by 
     the Notes or during a bankruptcy, insolvency, reorganization or similar 
     proceeding).  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.

          (b)    INDEMNITY.  The Company further agrees to defend, protect,
     indemnify, and hold harmless the Collateral Agent, each holder of Notes and
     each of their respective Affiliates, and each of such Collateral Agent's,
     holder's, or Affiliate's respective officers, directors, employees,
     attorneys and agents (including, without limitation, those retained in
     connection with the satisfaction or attempted satisfaction of any of the
     conditions set forth in Section 4 of the Second Amendment) (collectively,
     the "Indemnitees") from and against any and all liabilities, obligations,
     losses, damages, penalties, actions, judgments, suits, claims, reasonable
     costs and expenses of any kind or nature whatsoever (including, without
     limitation, the reasonable fees and disbursements of counsel for such
     Indemnitees in connection with any investigative, administrative or
     judicial proceeding, whether or not such Indemnitees shall be designated a
     party thereto), imposed on, incurred by, or asserted against such
     Indemnitees in any manner relating to or arising out of:

                 (i)    this Agreement, the other Financing Documents, or any
          act, event or transaction related or attendant thereto, and the
          issuance of the Notes, or any of the other transactions contemplated
          by the Financing Documents; or 

                 (ii)   any liabilities, obligations, responsibilities, losses,
          damages, personal injury, death, punitive damages, economic damages,
          consequential damages, treble damages, intentional, willful or wanton
          injury, damage or threat to the environment, natural resources or
          public health or welfare, costs and expenses (including, without
          limitation, reasonable attorney, expert and consulting fees and costs
          of investigation, feasibility or remedial action studies), fines,
          penalties and monetary sanctions, interest, direct or indirect, known
          or unknown, absolute or contingent, past, present or future relating
          to violation of any Environmental, Health or Safety Requirements of
          Law arising from or in connection with the past, present or future
          operations of the Company, its Subsidiaries or any of their respective
          predecessors in interest, or, the past, present or future
          environmental, health or safety condition of any respective property
          of the Company or its Subsidiaries, the presence of
          asbestos-containing materials at any respective property of the
          Company or its Subsidiaries or the Release or threatened Release of
          any Contaminant into the environment (collectively, the "Indemnified
          Matters");

     PROVIDED, HOWEVER, the Company shall have no obligation to an Indemnitee
     hereunder with respect to Indemnified Matters arising from and to the
     extent caused by or resulting from the willful misconduct or Gross
     Negligence of such Indemnitee or breach of contract by such Indemnitee with
     respect to the Financing Documents, in each case, as determined by the
     final non-appealed judgment of a court of competent jurisdiction.  If the
     undertaking to indemnify, pay and hold harmless set forth in the preceding
     sentence may be unenforceable because it is violative of any law or public
     policy, the Company shall contribute the maximum portion which it is
     permitted to pay and satisfy under applicable law, to the payment and
     satisfaction of all Indemnified Matters incurred by the Indemnitees.


                                  Exhibit 1.1-43

<PAGE>

          (c)    WAIVER OF CERTAIN CLAIMS; SETTLEMENT OF CLAIMS.  The Company
     further agrees to assert no claim against any of the Indemnitees on any
     theory of liability seeking consequential, special, indirect, exemplary or
     punitive damages in an amount which exceeds $100,000.  No settlement shall
     be entered into by the Company or any of its Subsidiaries with respect to
     any claim, litigation, arbitration or other proceeding relating to or
     arising out of the transactions evidenced by this Agreement or the other
     Financing Documents (whether or not any holder of Notes or any Indemnitee
     is a party thereto) unless such settlement releases all Indemnitees from
     any and all liability with respect thereto.

          (d)    RELEASE.  To the fullest extent permitted by applicable law, in
     consideration of your execution of this Agreement, the Company, and by its
     reaffirmation of the Guaranty Agreement, SEI, on behalf of themselves and
     each of their successors and assigns (collectively, the "Releasors"), do
     hereby forever release, discharge and acquit you and each other holder of
     Notes, and each of your and their respective parents, subsidiaries and
     affiliate corporations or partnerships, and your and their respective
     officers, directors, partners, trustees, shareholders, agents, attorneys
     and employees, and your and their respective successors, heirs and assigns
     (collectively, the "Releasees") of and from any and all claims, demands,
     liabilities, responsibilities, disputes, causes of action (whether at law
     or equity), indebtedness and obligations (collectively, "Claims"), of every
     type, kind, nature, description or character, including, without
     limitation, any so-called "lender liability" claims or defenses, and
     irrespective of how, why or by reason of what facts, whether such Claims
     have heretofore arisen, are now existing or hereafter arise, or which
     could, might, or may be claimed to exist, of whatever kind or name, whether
     known or unknown, suspected or unsuspected, liquidated or unliquidated,
     each as though fully set forth herein at length, which in any way arise out
     of, are connected with or in any way relate to actions or omissions which
     occurred on or prior to the date hereof with respect to the Company, the
     Notes, this Agreement, the Existing Note Purchase Agreement, any Financing
     Document or any third parties liable in whole or in part for the
     obligations in respect of the Notes.  Each of the Releasors further agrees
     to indemnify the Releasees and hold each of the Releasees harmless from and
     against any and all such Claims which might be brought against any of the
     Releasees on behalf of any person or entity,  including, without
     limitation, officers, directors, agents, trustees, creditors or
     shareholders of any of  the Releasors.  For purposes of the release
     contained in this paragraph, any reference to any Releasor shall mean and
     include, as applicable, such Person's or Persons' successors and assigns,
     including, without limitation, any receiver, trustee or
     debtor-in-possession, acting on behalf of such parties.

          (e)    SURVIVAL.  The obligations of the Company under this
     Section 15.3 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.

     12.  AMENDMENT OF SECTION 15.6 OF THE EXISTING NOTE PURCHASE AGREEMENT. 
Clause (c) of Section 15.6 of the Existing Note Purchase Agreement is amended
and restated in its entirety as follows:


                                  Exhibit 1.1-44

<PAGE>

          (c)    if to the Company, to:

                 Binks Sames Corporation
                 9201 Belmont Avenue
                 Franklin Park, Illinois 60131-2887
                 Attention:  Jeffrey W. Lemajeur
                 Telephone:  (847) 671-3000
                 Facsimile:  (847) 671-5690


     13.  AMENDMENT OF ARTICLE XV OF THE EXISTING NOTE PURCHASE AGREEMENT. 
Article XV of the Existing Note Purchase Agreement is hereby amended by adding
the following new Section 15.14:

          15.14. CONFIDENTIAL INFORMATION.  For the purposes of this Section
     15.14, "Confidential Information" means information delivered to you by or
     on behalf of the Company or any Subsidiary in connection with the
     transactions contemplated by or otherwise pursuant to this Agreement that
     is proprietary in nature and that was either (a) delivered or presented in
     connection with the Sale Initiative or (b) clearly marked or labeled or
     otherwise adequately identified when received by you as being confidential
     information of the Company or such Subsidiary, PROVIDED that such term does
     not include information that

                 (a)    was publicly known or otherwise known to you prior to
          the time of such disclosure,

                 (b)    subsequently becomes publicly known through no act or
          omission by you or any person acting on your behalf,

                 (c)    otherwise becomes known to you other than through
          disclosure by the Company or any Subsidiary, or

                 (d)    constitutes financial statements delivered to you under
          Section 7.1 that are otherwise publicly available.

     You will maintain the confidentiality of such Confidential Information in
     accordance with procedures adopted by you in good faith to protect
     confidential information of third parties delivered to you, PROVIDED that
     you may deliver or disclose Confidential Information to:

                 (i)    your directors, officers, employees, agents, attorneys
          and affiliates (to the extent such disclosure reasonably relates to
          the administration of the investment represented by your Notes),

                 (ii)   your financial advisors and other professional advisors
          who agree to hold confidential the Confidential Information
          substantially in accordance with the terms of this Section 15.14,

                 (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 15.14),


                                  Exhibit 1.1-45

<PAGE>

                 (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 15.14),

                 (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

                        (A)    to effect compliance with any law, rule,
                 regulation or order applicable to you,

                        (B)    in response to any subpoena or other legal
                 process,

                        (C)    in connection with any litigation to which you
                 are a party, or

                        (D)    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 the Financing Documents.

     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
     15.14 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 15.14.


     14.  SCHEDULE I.  Schedule I of the Existing Note Purchase Agreement is
hereby amended and restated in its entirety to be in the form of Schedule A of
the Second Amendment.


     15.  EXHIBIT A.  Exhibit A of the Existing Note Purchase Agreement is
hereby amended and restated in its entirety to be in the form of Exhibit 1.2 of
the Second Amendment.


                                  Exhibit 1.1-46

<PAGE>

                                                                     EXHIBIT 1.2

                     AMENDMENT AND RESTATEMENT OF EXISTING NOTES


                                     FORM OF NOTE

                               BINKS SAMES CORPORATION

                              7.64% SERIES A SENIOR NOTE

                                DUE SEPTEMBER 30, 1999

No. R-___                                                      Chicago, Illinois

$___________________                                           __________, 199__

                                                               PPN:  090527 A@ 1

     Binks Sames Corporation, a Delaware corporation (the "Company"), for value
received, hereby promises to pay to

                                   [NAME OF HOLDER]

                                or registered assigns
                          on the 30th day of September, 1999
                               the principal amount of

                  ________________________ DOLLARS ($______________)

and to pay interest (computed on the basis of a 360-day year and actual days
elapsed) on the principal amount from time to time remaining unpaid hereon at
the rate of 7.64% PER ANNUM from the date hereof until maturity, payable monthly
on the fifteenth (15th) day of each calendar month in each year commencing April
15, 1998, and at maturity.  The Company further agrees to pay interest (so
computed) at the rate of 9.64% PER ANNUM on any overdue principal and Make Whole
Premium and, to the extent permitted by applicable law, on any overdue interest,
until the same shall be paid.  Payments of principal, prepayment charges (if
any) hereof and interest hereon and all other amounts payable hereunder or under
the Note Purchase Agreements referred to below shall be made in currency of the
United States of America in immediately available funds, at the principal office
of the Company (subject to the provisions of Section 15.1 and Schedule I of such
Note Purchase Agreements), without deduction, set-off or counterclaim, not later
than 1:00 p.m. New York time on the date on which such payment shall become due
(each such payment made after such time on such due date to be deemed to have
been made on the next succeeding Business Day).

     This Note is one of the 7.64% Series A Senior Notes due 1999 of the Company
in the aggregate principal amount of $15,000,000 issued or to be issued under
and pursuant to the terms and provisions of the separate and several Note
Purchase Agreements, each dated as of November 30, 1993, entered into by the
Company with the original Purchasers therein referred to, as amended by a Waiver
and First Amendment to Note Purchase Agreement dated September 23, 1997 and a
Waiver and Second Amendment to Note Purchase Agreement dated March 16, 1998 (as
may be further amended, restated or otherwise modified from time to time, the
"Note Purchase Agreements"), and this Note and the holder hereof are entitled
equally and ratably with the holders 


                                  Exhibit 1.2-1

<PAGE>

of all other Notes outstanding under the Note Purchase Agreements to all the 
benefits provided for thereby or referred to therein, to which Note Purchase 
Agreements reference is hereby made for a statement thereof.  Capitalized 
terms used herein without definition shall have the respective meanings 
ascribed to them in the Note Purchase Agreements.

     This Note and the other Notes outstanding under the Note Purchase
Agreements may be declared or otherwise become due prior to their expressed
maturity dates, and a Make Whole Premium is required to be paid thereon, all in
the events, on the terms and in the manner and amounts provided in the Note
Purchase Agreements.

     The Notes are not subject to prepayment or redemption at the option of the
Company prior to their expressed maturity dates, except on the terms and
conditions and in the amounts set forth in the Note Purchase Agreements.

     This Note is registered on the books of the Company and is transferable
only by surrender thereof at the principal executive office of the Company
accompanied (if so required by the Company) by a written instrument of transfer
duly executed by the registered holder of this Note or its attorney duly
authorized in writing.  Payment of or on account of principal, Make Whole
Premium, if any, and interest on this Note shall be made only to or upon the
order in writing of the registered holder.

     THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND SHALL BE GOVERNED BY
THE INTERNAL LAWS OF THE STATE OF NEW YORK.


                                   BINKS SAMES CORPORATION



                                   By:
                                      ---------------------------------------


                                  Exhibit 1.2-2

<PAGE>

                                                                  EXHIBIT 3.6(a)

                                   FORM OF MORTGAGE


                                  Exhibit 3.6(a)-1

<PAGE>

                                                                  EXHIBIT 3.6(b)

                              FORM OF SECURITY AGREEMENT


                                  Exhibit 3.6(b)-1

<PAGE>

                                                                  EXHIBIT 3.6(c)

                          FORM OF PATENT SECURITY AGREEMENT


                                  Exhibit 3.6(c)-1

<PAGE>

                                                                  EXHIBIT 3.6(d)

                               FORM OF PLEDGE AGREEMENT


                                  Exhibit 3.6(d)-1

<PAGE>