<PAGE>

                                                                    Exhibit 10.8

CONFORMED COPY
===============================================================================



                     Board of Trade of the City of Chicago





               $75,000,000 6.81% Senior Notes due March 31, 2007





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

                            Note Purchase Agreement

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



                           Dated as of March 1, 1997



===============================================================================
<PAGE>

                               Table of Contents

<TABLE>
<CAPTION>

Section                                       Heading                             Page
<S>                 <C>                                                           <C>
Section 1.          Authorization of Notes......................................     1

Section 2.          Sale and Purchase of Notes..................................     1

Section 3.          Closing.....................................................     2

Section 4.          Conditions to Closing.......................................     2

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

Section 5.          Representations and Warranties of the Company...............     4

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

Section 6.          Representations of the Purchaser............................     9

   Section 6.1.     Purchase for Investment.....................................     9
</TABLE>


                                      -i-
<PAGE>

<TABLE>
<C>                 <S>                                                            <C>
   Section 6.2.     Source of Funds.............................................     9
   Section 6.3.     Transfer to Competitors.....................................    10

Section 7.          Information as to Company...................................    10

   Section 7.1.     Financial and Business Information..........................    10
   Section 7.2.     Officer's Certificate.......................................    13
   Section 7.3.     Inspection..................................................    13

Section 8.          Prepayment of the Notes.....................................    14

   Section 8.1.     Required Prepayments........................................    14
   Section 8.2.     Optional Prepayments with Make-Whole Amount.................    14
   Section 8.3.     Allocation of Partial Prepayments...........................    15
   Section 8.4.     Maturity; Surrender, Etc....................................    15
   Section 8.5.     Purchase of Notes...........................................    15
   Section 8.6.     Make-Whole Amount...........................................    15

Section 9.          Affirmative Covenants.......................................    17

   Section 9.1.     Compliance with Law.........................................    17
   Section 9.2.     Insurance...................................................    17
   Section 9.3.     Maintenance of Properties...................................    17
   Section 9.4.     Payment of Taxes............................................    17
   Section 9.5.     Corporate Existence, Etc....................................    18

Section 10.         Negative Covenants..........................................    18

   Section 10.1.    Transactions with Affiliates................................    18
   Section 10.2.    Merger, Consolidation, Etc..................................    18
   Section 10.3.    Limitations on Subsidiary Indebtedness......................    19
   Section 10.4.    Limitation on Priority Indebtedness.........................    19
   Section 10.5.    Limitation on Liens.........................................    19

Section 11.         Events of Default...........................................    22

Section 12.         Remedies on Default, Etc....................................    24

   Section 12.1.    Acceleration................................................    24
   Section 12.2.    Other Remedies..............................................    25
   Section 12.3.    Rescission..................................................    25
   Section 12.4.    No Waivers or Election of Remedies, Expenses, Etc...........    25

Section 13.         Registration; Exchange; Substitution of Notes...............    25

   Section 13.1.    Registration of Notes.......................................    25
   Section 13.2.    Transfer and Exchange of Notes..............................    26
   Section 13.3.    Replacement of Notes........................................    26
</TABLE>


                                     -ii-
<PAGE>

<TABLE>
<C>                 <S>                                                             <C>
Section 14.         Payments on Notes...........................................    27

   Section 14.1.    Place of Payment............................................    27
   Section 14.2.    Home Office Payment.........................................    27

Section 15.         Expenses, Etc...............................................    27

   Section 15.1.    Transaction Expenses........................................    27
   Section 15.2.    Survival....................................................    28

Section 16.         Survival of Representations and Warranties; Entire Agreement    28

Section 17.         Amendment and Waiver........................................    28

   Section 17.1.    Requirements................................................    28
   Section 17.2.    Solicitation of Holders of Notes............................    28
   Section 17.3.    Binding Effect, Etc.........................................    29
   Section 17.4.    Notes Held by Company, Etc..................................    29

Section 18.         Notices.....................................................    29

Section 19.         Reproduction of Documents...................................    30

Section 20.         Confidential Information....................................    30

Section 21.         Substitution of Purchaser...................................    31

Section 22.         Miscellaneous...............................................    31

   Section 22.1.    Successors and Assigns......................................    31
   Section 22.2.    Payments Due on Non-Business Days...........................    32
   Section 22.3.    Severability................................................    32
   Section 22.4.    Construction................................................    32
   Section 22.5.    Counterparts................................................    32
   Section 22.6.    Governing Law...............................................    32
</TABLE>


                                     -iii-
<PAGE>

Attachments to Note Purchase Agreement:


Schedule A     -   Information Relating to Purchasers

Schedule B     -   Defined Terms

Schedule 5.3   -   Disclosure Materials

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

Schedule 5.5   -   Financial Statements

Schedule 5.8   -   Certain Litigation

Schedule 5.11  -   Patents, Etc.

Schedule 5.14  -   Use of Proceeds

Schedule 5.15  -   Existing Indebtedness

Exhibit 1      -   Form of 6.81% Senior Note due March 31, 2007

Exhibit 4.4(a) -   Form of Opinion of Special Counsel for the Company

Exhibit 4.4(b) -   Form of Opinion of Special Counsel for the Purchasers


                                     -iv-
<PAGE>

                     Board of Trade of the City of Chicago
                          141 West Jackson Boulevard
                           Chicago, Illinois  60604

                                      Re:

                     6.81% Senior Notes due March 31, 2007

                                                                    Dated as of
                                                                  March 1, 1997

To the Purchaser listed in
  the attached Schedule A who
  is a signatory to this Agreement:

Ladies and Gentlemen:

     Board of Trade of the City of Chicago, an Illinois special-charter
corporation (the "Company"), agrees with you as follows:

Section 1.     Authorization of Notes.

     The Company will authorize the issue and sale of $75,000,000 aggregate
principal amount of its 6.81% Senior Notes due March 31, 2007 (the "Notes," such
term to include any such notes issued in substitution therefor pursuant to
Section 13 of this Agreement or the Other Agreements (as hereinafter defined)).
The Notes shall be substantially in the form set out in Exhibit 1, with such
changes therefrom, if any, as may be approved by you and the Company. Certain
capitalized terms used in this Agreement are defined in Schedule B; references
to a "Schedule" or an "Exhibit" are, unless otherwise specified, to a Schedule
or an Exhibit attached to this Agreement.

Section 2.     Sale and Purchase of Notes.

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

under any Other Agreement and no liability to any Person for the performance or
nonperformance by any Other Purchaser thereunder.

Section 3.     Closing.

     The sale and purchase of the Notes to be purchased by you and the Other
Purchasers shall occur at the offices of Chapman and Cutler, 111 West Monroe
Street, Chicago, Illinois 60603, at 10:00 A.M., Chicago, Illinois time, at a
closing (the "Closing") on March 27, 1997 or on such other Business Day
thereafter on or prior to April 11, 1997 as may be agreed upon by the Company
and you and the Other Purchasers. At the Closing, the Company will deliver to
you the Notes to be purchased by you in the form of a single Note (or such
greater number of Notes in denominations of at least $100,000 as you may
request) dated the date of the Closing and registered in your name (or in the
name of your nominee), against delivery by you to the Company or its order of
immediately available funds in the amount of the purchase price therefor by wire
transfer of immediately available funds for the account of the Company to
account number 7521-7653 at First National Bank of Chicago, One First National
Plaza, Chicago, Illinois 60670, ABA No. 071-000-013. If at the Closing the
Company shall fail to tender such Notes to you as provided above in this Section
3, or any of the conditions specified in Section 4 shall not have been fulfilled
to your satisfaction, you shall, at your election, be relieved of all further
obligations under this Agreement, without thereby waiving any rights you may
have by reason of such failure or such nonfulfillment.

Section 4.     Conditions to Closing.

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

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

     Section 4.2.  Performance; No Default. The Company shall have performed and
complied with all agreements and conditions contained in this Agreement required
to be performed or complied with by it prior to or at the Closing, and after
giving effect to the issue and sale of the Notes (and the application of the
proceeds thereof as contemplated by Schedule 5.14), no Default or Event of
Default shall have occurred and be continuing.

     Section 4.3.   Compliance Certificates.

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


                                      -2-
<PAGE>

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

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

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

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

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

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

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


                                      -3-
<PAGE>

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

Section 5.     Representations and Warranties of the Company.

     The Company represents and warrants to you on the date of this Agreement
that:

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

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

     Section 5.3.  Disclosure. The Company, through its agent, First Chicago
Capital Markets, Inc., has delivered to you and each Other Purchaser a copy of
the Confidential Offering Memorandum, dated February 1997 (the "Memorandum"),
relating to the transactions contemplated hereby. This Agreement, the
Memorandum, the documents, certificates or other writings identified in Schedule
5.3 and the financial statements listed in Schedule 5.5, taken as a whole, do
not contain any untrue statement of a material fact or omit to state any
material fact necessary to make the statements therein not misleading in light
of the circumstances under which they were made. Except as disclosed in the
Memorandum, or in one of the documents, certificates or other writings
identified in Schedule 5.3, or in the financial statements listed in Schedule
5.5, since December 31, 1995, there has been no change in the financial
condition, operations, business or properties of the Company or any of its
Subsidiaries except changes that individually or in the aggregate would not
reasonably be expected to have a Material Adverse Effect.


                                      -4-
<PAGE>

     Section 5.4.  Organization and Ownership of Shares of Subsidiaries. (a)
Schedule 5.4 is a complete and correct list of the Company's Subsidiaries,
showing, as to each Subsidiary, the correct name thereof, the jurisdiction of
its organization, and the percentage of shares of each class of its capital
stock or similar equity interests outstanding owned by the Company and each
other Subsidiary.

     (b)  All of the outstanding shares of capital stock or similar equity
interests of each Subsidiary shown in Schedule 5.4 as being owned by the Company
and its Subsidiaries have been validly issued, are fully paid and nonassessable
and are owned by the Company or another Subsidiary free and clear of any Lien
(except for Liens of the type described in Section 10.5(a) hereof or as
otherwise disclosed in Schedule 5.4).

     (c)  Each Subsidiary identified in Schedule 5.4 is a corporation or other
legal entity duly organized, validly existing and in good standing under the
laws of its jurisdiction of organization, and is duly qualified as a foreign
corporation or other legal entity and is in good standing in each jurisdiction
in which such qualification is required by law, other than those jurisdictions
as to which the failure to be so qualified or in good standing would not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect. Each such Subsidiary has the corporate or other power and
authority to own or hold under lease the properties it purports to own or hold
under lease and to transact the business it transacts and proposes to transact.

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

     Section 5.6.  Compliance with Laws, Other Instruments, Etc. The execution,
delivery and performance by the Company of this Agreement and the Notes will not
(a) contravene, result in any breach of, or constitute a default under, or
result in the creation of any Lien in respect of any property of the Company or
any Subsidiary under, (1) any corporate charter or by-laws of the Company or any
Subsidiary or (2) any indenture, mortgage, deed of trust, loan, note purchase or
credit agreement, lease, or any other agreement or instrument to which the
Company or any Subsidiary is bound or by which the Company or any Subsidiary or
any of their respective properties may be bound or affected, (b) conflict with
or result in a breach of any of the terms, conditions or provisions of any
order, judgment, decree, or ruling of any court, arbitrator or Governmental
Authority applicable to the Company or any Subsidiary or (c) violate any
provision of any statute or other rule or regulation of any Governmental
Authority applicable to the Company or any Subsidiary, which contravention,
breach, default, conflict or violation in


                                      -5-
<PAGE>

any case described in clause (a)(2), (b) or (c) of this Section 5.6,
individually or in the aggregate, would reasonably be expected to have a
Material Adverse Effect.

     Section 5.7.  Governmental Authorizations, Etc. No consent, approval or
authorization of, or registration, filing or declaration with, any Governmental
Authority is required in connection with the execution, delivery or performance
by the Company of this Agreement, the Other Agreements or the Notes, other than
those which previously have been obtained.

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

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

     Section 5.9.  Taxes. The Company and its Subsidiaries have filed all income
tax returns that are required to have been filed in any jurisdiction, and have
paid all taxes shown to be due and payable on such returns and all other taxes
and assessments payable by them, to the extent such taxes and assessments have
become due and payable and before they have become delinquent, except for any
taxes and assessments (a) the amount of which is not individually or in the
aggregate Material or (b) the amount, applicability or validity of which is
currently being contested in good faith by appropriate proceedings and with
respect to which the Company or a Subsidiary, as the case may be, has
established reserves deemed by it to be adequate with respect thereto. The
Federal income tax liabilities of the Company and its Subsidiaries have been
determined by the Internal Revenue Service and paid for all fiscal years up to
and including the fiscal year ended December 31, 1992.

     Section 5.10.  Title to Property; Leases. The Company and its Subsidiaries
have good and sufficient title to their respective properties, including all
such properties reflected in the most recent audited balance sheet referred to
in Section 5.5 or purported to have been acquired by the Company or any
Subsidiary after said date (except as sold or otherwise disposed of in the
ordinary course of business), in each case free and clear of Liens prohibited by
this Agreement and the Other Agreements, except for those defects in title and
Liens that, individually or in the aggregate, would not reasonably be expected
to have a Material Adverse Effect. All Material leases are valid and subsisting
and are in full force and effect in all material respects.


                                      -6-
<PAGE>

     Section 5.11.  Licenses, Permits, Etc. Except as disclosed in Schedule
5.11, the Company and its Subsidiaries own or possess, or otherwise have the
right to use, all licenses, permits, franchises, authorizations, patents,
copyrights, service marks, trademarks and trade names, or rights thereto, that
are Material, without known conflict with the rights of others, except for those
conflicts that, individually or in the aggregate, would not reasonably be
expected to have a Material Adverse Effect.

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

     (b)  The present value of the aggregate benefit liabilities under each of
the Plans (other than Multiemployer Plans) that are subject to Title IV of
ERISA, determined as of the end of such Plan's most recently ended plan year on
the basis of the actuarial assumptions specified for funding purposes in such
Plan's most recent actuarial valuation report, did not exceed the aggregate
current value of the assets of such Plan allocable to such benefit liabilities
by more than $8,678,847 in the case of any single such Plan and by more than
$10,915,856 in the aggregate for all such Plans. The term "benefit liabilities"
has the meaning specified in Section 4001 of ERISA and the terms "current value"
and "present value" have the meaning specified in Section 3 of ERISA.

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

     (d)  The expected postretirement benefit obligation with respect to all
employee welfare benefit plans (as defined in Section 3 of ERISA) (determined as
of the last day of the Company's most recently ended fiscal year in accordance
with Financial Accounting Standards Board Statement No. 106, without regard to
liabilities attributable to continuation coverage mandated by Section 4980B of
the Code) of the Company and its Subsidiaries is not Material.

     (e)  The execution and delivery of this Agreement and the issuance and sale
of the Notes hereunder will not constitute a non-exempt prohibited transaction
under Section 406 of ERISA or Section 4975(c)(1)(A)-(D) of the Code. The
representation by the Company in the first sentence of this Section 5.12(e) is
made in reliance upon and subject to the


                                      -7-
<PAGE>

accuracy of your representation in Section 6.2 as to the sources of the funds to
be used to pay the purchase price of the Notes to be purchased by you.

     Section 5.13.  Private Offering by the Company. Neither the Company nor
anyone acting on its behalf has offered the Notes or any similar securities for
sale to, or solicited any offer to buy any of the same from, or otherwise
approached or negotiated in respect thereof with, any Person other than you, the
Other Purchasers and not more than 39 other Institutional Investors, each of
which has been offered the Notes at a private sale for investment. Neither the
Company nor anyone acting on its behalf has taken, or will take, any action that
would subject the issuance or sale of the Notes to the registration requirements
of Section 5 of the Securities Act.

     Section 5.14.  Use of Proceeds; Margin Regulations. The Company will apply
the proceeds of the sale of the Notes as set forth in Schedule 5.14. No part of
the proceeds from the sale of the Notes hereunder will be used, directly or
indirectly, for the purpose of buying or carrying any margin stock within the
meaning of Regulation G of the Board of Governors of the Federal Reserve System
(12 CFR 207), or for the purpose of buying or carrying or trading in any
securities under such circumstances as to involve the Company in a violation of
Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a
violation of Regulation T of said Board (12 CFR 220). Margin stock does not
constitute more than 25% of the value of the consolidated assets of the Company
and its Subsidiaries and the Company does not have any present intention that
margin stock will constitute more than 25% of the value of such assets. As used
in this Section, the terms "margin stock" and "purpose of buying or carrying"
shall have the meanings assigned to them in said Regulation G.

     Section 5.15.  Existing Indebtedness. Schedule 5.15 sets forth a complete
and correct list of all outstanding Indebtedness of the Company and its
Subsidiaries as of March 27, 1997, since which date there has been no Material
change in the amounts, interest rates, sinking funds, installment payments or
maturities of the Indebtedness of the Company or its Subsidiaries. Neither the
Company nor any Subsidiary is in default and no waiver of default is currently
in effect, in the payment of any principal or interest on any Indebtedness of
the Company or such Subsidiary, and no event or condition exists with respect to
any Indebtedness of the Company or any Subsidiary, in each case, the outstanding
principal amount of which exceeds $1,000,000 that would permit (or that with
notice or the lapse of time, or both, would permit) one or more Persons to cause
such Indebtedness to become due and payable before its stated maturity or before
its regularly scheduled dates of payment.

     Section 5.16.  Foreign Assets Control Regulations, Etc. The use of the
proceeds from the sale of the Notes will not violate the Trading with the Enemy
Act, as amended, or any of the foreign assets control regulations of the United
States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any
enabling legislation or executive order relating thereto.

     Section 5.17.  Status under Certain Statutes. Neither the Company nor any
Subsidiary is an "investment company" registered or required to be registered
under the Investment


                                      -8-
<PAGE>

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

Section 6.     Representations of the Purchaser.

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

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

          (a)  if you are an insurance company, the Source is an "insurance
     company general account" within the meaning of Department of Labor
     Prohibited Transaction Exemption ("PTE") 95-60 (issued July 12, 1995) and
     there is no "employee benefit plan" (within the meaning of Section 3(3) of
     ERISA or Section 4975(e)(1) of the Code), treating as a single plan, all
     plans maintained by the same employer or employee organization, with
     respect to which the amount of the general account reserves and liabilities
     for all contracts held by or on behalf of such plan, exceed ten percent
     (10%) of the total reserves and liabilities of such general account
     (exclusive of separate account liabilities) plus surplus, as set forth in
     the NAIC Annual Statement filed with your state of domicile; or

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

          (c)  the Source constitutes assets of an "investment fund" (within the
     meaning of Part V of the QPAM Exemption) managed by a "qualified
     professional asset manager" or "QPAM" (within the meaning of Part V of the
     QPAM Exemption), no employee benefit plan's assets that are included in
     such investment fund, when combined with the assets of all other employee
     benefit plans established or maintained by the same employer or by an
     affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of
     such employer or by the same employee organization and


                                      -9-
<PAGE>

     managed by such QPAM, exceed 20% of the total client assets managed by such
     QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption and the
     condition that neither the QPAM nor a Person controlling or controlled by
     the QPAM (applying the definition of "control" in Section V(e) of the QPAM
     Exemption) owns a 5% or more interest in the Company and (i) the identity
     of such QPAM and (ii) the names of all employee benefit plans whose assets
     are included in such investment fund have been disclosed to the Company in
     writing pursuant to this paragraph (c); or

          (d)  the Source is a governmental plan; or

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

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

     The Company shall deliver a certificate on the date of the Closing, with
respect to you and the Other Purchasers and on or prior to the date of any
transfer of any Notes, with respect to any subsequent holder of such Notes,
which certificate shall either state that (i) it is neither a "party in
interest" (as defined in Title I, Section 3(14) of ERISA) nor a "disqualified
person" (as defined in Section 4975(e)(2) of the Code), with respect to any plan
identified pursuant to paragraphs (b) or (e) above, or (ii) with respect to any
plan, identified pursuant to paragraph (c) above, neither it nor any "affiliate"
(as defined in Section V(c) of the QPAM Exemption) has at this time, and during
the immediately preceding one year has exercised the authority to appoint or
terminate said QPAM as manager of the assets of any plan identified in writing
pursuant to paragraph (c) above or to negotiate the terms of said QPAM's
management agreement on behalf of any such identified plans.

     As used in this Section 6.2, the terms "employee benefit plan,"
"governmental plan" and "separate account" shall have the respective meanings
assigned to such terms in Section 3 of ERISA.

     Section 6.3.  Transfer to Competitors. You agree that you will not resell
the Notes purchased by you under this Agreement to a Person which, to the best
of your knowledge, is a Competitor. It is understood and agreed that in
establishing your compliance with the foregoing, you may rely upon, but shall be
not obligated to obtain, the written representation of the transferee of a Note
obtained by you in good faith to the effect that such transferee is not a
Competitor.

Section 7.     Information as to Company.

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


                                     -10-
<PAGE>

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

               (i)  a consolidated statement of financial condition of the
          Company and its Subsidiaries as at the end of such quarter, and

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

     setting forth in each case in comparative form the figures for the
     corresponding periods in the previous fiscal year, all in reasonable
     detail, prepared in accordance with GAAP applicable to quarterly financial
     statements generally, and certified by a Senior Financial Officer as fairly
     presenting, in all material respects, the financial position of the Company
     and its Subsidiaries being reported on and their results of operations and
     cash flows, subject to changes resulting from year-end adjustments and the
     absence of footnotes, provided that, if for such quarterly fiscal period
     the Company shall have prepared and filed with the Security and Exchange
     Commission its Quarterly Report on Form 10-Q in compliance with the
     requirements therefor, then delivery within the time period specified above
     of copies of such Quarterly Report on Form 10-Q shall be deemed to satisfy
     the requirements of this Section 7.1(a);

          (b)  Annual Statements -- within 120 days after the end of each fiscal
     year of the Company, duplicate copies of,

               (i)  a consolidated statement of financial condition of the
          Company and its Subsidiaries, as at the end of such year, and

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

     setting forth in each case in comparative form the figures for the previous
     fiscal year, all in reasonable detail, prepared in accordance with GAAP,
     and accompanied by an opinion thereon of independent certified public
     accountants of recognized national standing, which opinion shall state that
     such financial statements present fairly, in all material respects, the
     financial position of the Company and its Subsidiaries being reported upon
     and their results of operations and cash flows and have been prepared in
     conformity with GAAP, and that the examination of such accountants in
     connection with such financial statements has been made in accordance with
     generally accepted auditing standards, and that such audit provides a
     reasonable basis for such opinion in the circumstances, provided that, if
     for such fiscal year the Company shall have prepared and filed with the
     Securities and Exchange Commission its Annual Report on Form 10-K in
     accordance with the requirements therefor, then the delivery within the


                                     -11-
<PAGE>

     time period specified above of such Annual Report on Form 10-K (together
     with its annual report to shareholders, if any, prepared pursuant to Rule
     14a-3 under the Exchange Act) shall be deemed to satisfy the requirements
     of this Section 7.1(b);

          (c)  SEC and Other Reports -- promptly upon their becoming available,
     one copy of (i) each financial statement, report, notice or proxy statement
     sent by the Company or any Subsidiary to public securities holders
     generally, and (ii) each regular or periodic report, each registration
     statement that shall have become effective (without exhibits except as
     expressly requested by such holder), and each final prospectus and all
     amendments thereto filed by the Company or any Subsidiary with the
     Securities and Exchange Commission;

          (d)  Notice of Default or Event of Default -- promptly, and in any
     event within 10 Business Days after a Responsible Officer becoming aware of
     the existence of any Default or Event of Default, a written notice
     specifying the nature and period of existence thereof and what action the
     Company is taking or proposes to take with respect thereto;

          (e)  ERISA Matters -- promptly, and in any event within 10 Business
     Days after a Responsible Officer becoming aware of any of the following, a
     written notice setting forth the nature thereof and the action, if any,
     that the Company or an ERISA Affiliate proposes to take with respect
     thereto:

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

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

               (iii) the occurrence of any event, transaction or condition that
          could result in the incurrence of any penalty by the Company or any
          ERISA Affiliate pursuant to Title I or IV of ERISA or the penalty or
          excise tax provisions of the Code relating to employee benefit plans,
          or in the imposition of any Lien on any of the rights, properties or
          assets of the Company or any ERISA Affiliate pursuant to Title I or IV
          of ERISA or such penalty or excise tax provisions, if such penalty or
          Lien, taken together with any other such penalties or Liens then
          existing, would reasonably be expected to have a Material Adverse
          Effect; and

          (f)  Requested Information -- with reasonable promptness, such other
     data and information relating to the business, operations, affairs,
     financial condition, assets


                                     -12-
<PAGE>

     or properties of the Company or any of its Subsidiaries or relating to the
     ability of the Company to perform its obligations hereunder and under the
     Notes as from time to time may be reasonably requested by any such holder
     of Notes.

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

          (a)  Covenant Compliance -- the information (including detailed
     calculations) required in order to establish whether the Company was in
     compliance with the requirements of Section 10.2(b) hereof, if applicable,
     and Section 10.3 through Section 10.5 hereof, inclusive, during the
     quarterly or annual period covered by the statements then being furnished
     (including with respect to each such Section, where applicable, the
     calculations of the maximum or minimum amount, ratio or percentage, as the
     case may be, permissible under the terms of such Sections, and the
     calculation of the amount, ratio or percentage then in existence); and

          (b)  Event of Default -- a statement that such officer has reviewed
     the relevant terms hereof and has made, or caused to be made, under his or
     her supervision, a review of the transactions and conditions of the Company
     and its Subsidiaries from the beginning of the quarterly or annual period
     covered by the statements then being furnished to the date of the
     certificate and that such review shall not have disclosed the existence
     during such period of any condition or event that constitutes a Default or
     an Event of Default or, if any such condition or event existed or exists
     (including, without limitation, any such event or condition resulting from
     the failure of the Company or any Subsidiary to comply with any
     Environmental Law), specifying the nature and period of existence thereof
     and what action the Company shall have taken or proposes to take with
     respect thereto.

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

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

          (b)  Default -- if a Default or Event of Default then exists, at the
     expense of the Company, (i) to visit and inspect any of the offices or
     properties of the Company or any Subsidiary, (ii) to examine all their
     respective books of account, records, reports and other papers, to make
     copies and extracts therefrom, provided that such representatives shall not
     be permitted to examine any such books of account, records, reports or
     other papers if the Company or any such Restricted Subsidiary shall have


                                     -13-
<PAGE>

     caused to be delivered to such representatives an opinion of nationally
     recognized independent counsel, or such other counsel reasonably
     satisfactory to such representatives, to the effect that the Company or
     such Restricted Subsidiary is prohibited by applicable law from disclosing
     information contained in such books of account, records, reports or other
     papers, and then only to the extent the Company or such Restricted
     Subsidiary is so prohibited, and (iii) to discuss their respective affairs,
     finances and accounts with their respective officers and independent public
     accountants (and by this provision the Company authorizes said accountants
     to discuss the affairs, finances and accounts of the Company and its
     Subsidiaries), all at such times and as often as may be requested.

Section 8.     Prepayment of the Notes.

     Section 8.1.  Required Prepayments. On March 31, 2001 and on each March 31
thereafter to and including March 31, 2006, the Company will prepay $10,714,000
principal amount (or such lesser principal amount as shall then be outstanding)
of the Notes at par and without payment of the Make-Whole Amount or any premium.

     In the event of any partial prepayment of the Notes pursuant to Section
8.2, in accordance with the Company's election pursuant to Section 8.2, the
principal amounts of the prepayments required by this Section 8.1 on and after
the date of such partial prepayment shall either (a) each be reduced in the same
proportion as the aggregate unpaid principal amount of the Notes is reduced as a
result of such prepayment (a "Pro Rata Application") or (b) be reduced by
crediting such prepayments first, against the final maturities of the Notes
being prepaid and then, against the prepayments required by this Section 8.1 in
the inverse order of the due dates of such prepayments (an "Inverse Order
Application").

     In the event of any purchase of the Notes permitted by Section 8.5, the
principal amount of each prepayment of the Notes required by this Section 8.1 on
and after the date of such purchase shall be reduced in the same proportion as
the aggregate unpaid principal amount of the Notes is reduced as a result of
such purchase.

     Section 8.2.  Optional Prepayments with Make-Whole Amount. The Company may,
at its option, upon notice as provided below, prepay at any time all, or from
time to time any part of, the Notes, in an amount not less than 5% of the
aggregate principal amount of the Notes then outstanding in the case of a
partial prepayment, at 100% of the principal amount so prepaid, together with
interest thereon to the date of prepayment, plus the Make-Whole Amount
determined for the prepayment date with respect to such principal amount. The
Company will give each holder of Notes written notice of each optional
prepayment under this Section 8.2 not less than 30 days and not more than 60
days prior to the date fixed for such prepayment. Each such notice shall specify
such date, the aggregate principal amount of the Notes to be prepaid on such
date, the principal amount of each Note held by such holder to be prepaid
(determined in accordance with Section 8.3), the interest to be paid on the
prepayment date with respect to such principal amount being prepaid and whether
such prepayment shall be applied to the remaining prepayments required by
Section 8.1 by Pro Rata Application or Inverse Order Application, and shall be


                                     -14-
<PAGE>

accompanied by a certificate of a Senior Financial Officer as to the estimated
Make-Whole Amount due in connection with such prepayment (calculated as if the
date of such notice were the date of the prepayment), setting forth the details
of such computation. Two Business Days prior to such prepayment, the Company
shall deliver to each holder of Notes a certificate of a Senior Financial
Officer specifying the calculation of such Make-Whole Amount as of the specified
prepayment date.

     Section 8.3.  Allocation of Partial Prepayments. In the case of each
partial prepayment of the Notes, the principal amount of the Notes to be prepaid
shall be allocated among all of the Notes at the time outstanding in proportion,
as nearly as practicable, to the respective unpaid principal amounts thereof not
theretofore called for prepayment.

     Section 8.4.  Maturity; Surrender, Etc. In the case of each prepayment of
Notes pursuant to this Section 8, the principal amount of each Note to be
prepaid shall mature and become due and payable on the date fixed for such
prepayment, together with interest on such principal amount accrued to such date
and the applicable Make-Whole Amount, if any. From and after such date, unless
the Company shall fail to pay such principal amount when so due and payable,
together with the interest and Make-Whole Amount, if any, as aforesaid, interest
on such principal amount shall cease to accrue. Any Note paid or prepaid in full
shall be surrendered to the Company and cancelled and shall not be reissued, and
no Note shall be issued in lieu of any prepaid principal amount of any Note.

     Section 8.5.  Purchase of Notes. The Company will not and will not permit
any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or
indirectly, any of the outstanding Notes except (a) upon the payment or
prepayment of the Notes in accordance with the terms of this Agreement and the
Notes or (b) pursuant to an offer to purchase made by the Company or an
Affiliate pro rata to the holders of all Notes at the time outstanding upon the
same terms and conditions. Any such offer shall provide each holder with
sufficient information to enable it to make an informed decision with respect to
such offer, and shall remain open for at least 15 Business Days. If the holders
of more than 10% of the principal amount of the Notes then outstanding accept
such offer, the Company shall promptly notify the remaining holders of such fact
and the expiration date for the acceptance by holders of Notes of such offer
shall be extended by the number of days necessary to give each such remaining
holder at least 15 Business Days from its receipt of such notice to accept such
offer. The Company will promptly cancel all Notes acquired by it or any
Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to
any provision of this Agreement and no Notes may be issued in substitution or
exchange for any such Notes.

     Section 8.6.  Make-Whole Amount. The term "Make-Whole Amount" means, with
respect to any Note, an amount equal to the excess, if any, of the Discounted
Value of the Remaining Scheduled Payments with respect to the Called Principal
of such Note over the amount of such Called Principal, provided that the Make-
Whole Amount may in no event be less than zero. For the purposes of determining
the Make-Whole Amount, the following terms have the following meanings:


                                     -15-
<PAGE>

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

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

          "Reinvestment Yield" means, with respect to the Called Principal of
     any Note, 0.30% over the yield to maturity implied by (i) the yields
     reported, as of 10:00 A.M. (New York City time) on the second Business Day
     preceding the Settlement Date with respect to such Called Principal, on the
     display designated as "Page 678" on the Telerate Access Service (or such
     other display as may replace Page 678 on the Telerate Access Service) for
     actively traded U.S. Treasury securities having a maturity equal to the
     Remaining Average Life of such Called Principal as of such Settlement Date,
     or (ii) if such yields are not reported as of such time or the yields
     reported as of such time are not ascertainable, the Treasury Constant
     Maturity Series Yields reported, for the latest day for which such yields
     have been so reported as of the second Business Day preceding the
     Settlement Date with respect to such Called Principal, in Federal Reserve
     Statistical Release H.15(519) (or any comparable successor publication) for
     actively traded U.S. Treasury securities having a constant maturity equal
     to the Remaining Average Life of such Called Principal as of such
     Settlement Date.  Such implied yield will be determined, if necessary, by
     (a) converting U.S. Treasury bill quotations to bond-equivalent yields in
     accordance with accepted financial practice and (b) interpolating linearly
     between (1) the actively traded U.S. Treasury security with the duration
     closest to and greater than the Remaining Average Life and (2) the actively
     traded U.S. Treasury security with the duration closest to and less than
     the Remaining Average Life.

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

          "Remaining Scheduled Payments" means, with respect to the Called
     Principal of any Note, all payments of such Called Principal and interest
     thereon that would be due after the Settlement Date with respect to such
     Called Principal if no payment of such Called Principal were made prior to
     its scheduled due date, provided that if such Settlement Date is not a date
     on which interest payments are due to be made under the


                                     -16-
<PAGE>

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

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

Section 9.     Affirmative Covenants.

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

     Section 9.1.  Compliance with Law. The Company, will and will cause each of
its Subsidiaries to, comply with all laws, ordinances or governmental rules or
regulations to which each of them is subject, including, without limitation,
Environmental Laws, and will obtain and maintain in effect all licenses,
certificates, permits, franchises and other governmental authorizations
necessary to the ownership of their respective properties or to the conduct of
their respective businesses, in each case to the extent necessary to ensure that
non-compliance with such laws, ordinances or governmental rules or regulations
or failures to obtain or maintain in effect such licenses, certificates,
permits, franchises and other governmental authorizations would not reasonably
be expected, individually or in the aggregate, to have a materially adverse
effect on the business, operations, affairs, financial condition, properties or
assets of the Company and its Subsidiaries taken as a whole.

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

     Section 9.3.  Maintenance of Properties. The Company will, and will cause
each of its Subsidiaries to, maintain and keep, or cause to be maintained and
kept, their respective properties in good repair, working order and condition
(other than ordinary wear and tear and damage by casualty), so that the business
carried on in connection therewith may be properly conducted at all times,
provided that this Section shall not prevent the Company or any Subsidiary from
discontinuing the operation and the maintenance of any of its properties if such
discontinuance is desirable in the conduct of its business and the Company has
concluded that such discontinuance would not, individually or in the aggregate,
have a materially adverse effect on the business, operations, affairs, financial
condition, properties or assets of the Company and its Subsidiaries taken as a
whole.

     Section 9.4.  Payment of Taxes. The Company will, and will cause each of
its Subsidiaries to, file all income tax or similar tax returns required to be
filed in any jurisdiction and to pay and discharge all taxes shown to be due and
payable on such returns


                                     -17-
<PAGE>

and all other taxes, assessments, governmental charges, or levies payable by any
of them, to the extent such taxes and assessments have become due and payable
and before they have become delinquent, provided that neither the Company nor
any Subsidiary need pay any such tax or assessment if (i) the amount,
applicability or validity thereof is contested by the Company or such Subsidiary
on a timely basis in good faith and in appropriate proceedings, and the Company
or such Subsidiary has established reserves reasonably deemed by it to be
adequate, on the books of the Company or such Subsidiary or (ii) the nonpayment
of all such taxes and assessments in the aggregate would not reasonably be
expected to have a materially adverse effect on the business, operations,
affairs, financial condition, properties or assets of the Company and its
Subsidiaries taken as a whole.

     Section 9.5.  Corporate Existence, Etc. The Company will at all times
preserve and keep in full force and effect its corporate existence. The Company
will at all times preserve and keep in full force and effect the corporate
existence of each of its Subsidiaries (unless merged into the Company or a
Subsidiary) and all rights and franchises of the Company and its Subsidiaries
unless, in the good faith judgment of the Company, the termination of or failure
to preserve and keep in full force and effect such corporate existence, right or
franchise would not, individually or in the aggregate, have a materially adverse
effect on the business, operations, affairs, financial condition, properties or
assets of the Company and its Subsidiaries taken as a whole.

Section 10.    Negative Covenants.

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

     Section 10.1.  Transactions with Affiliates. The Company will not and will
not permit any Subsidiary to enter into directly or indirectly any Material
transaction or Material group of related transactions (including without
limitation the purchase, lease, sale or exchange of properties of any kind or
the rendering of any service) with any Affiliate (other than the Company or
another Subsidiary), except pursuant to the reasonable requirements of the
Company's or such Subsidiary's business and in the reasonable judgment of the
board of directors of the Company, upon fair and reasonable terms no less
favorable to the Company or such Subsidiary than would be obtainable in a
comparable arm's-length transaction with a Person not an Affiliate.

     Section 10.2.  Merger, Consolidation, Etc. The Company shall not
consolidate with or merge with any other Person or convey, transfer or lease all
or substantially all of its assets in a single transaction or series of
transactions to any Person unless:

          (a)  the successor formed by such consolidation or the survivor of
     such merger or the Person that acquires by conveyance, transfer or lease
     all or substantially all of the assets of the Company as an entirety, as
     the case may be (the "Successor"), shall be a solvent Person organized and
     existing under the laws of the United States or any State thereof
     (including the District of Columbia), and, if the Company is not such
     Successor, (i) such Successor shall have executed and delivered to each
     holder of any Notes its assumption of the due and punctual performance and


                                     -18-
<PAGE>

     observance of each covenant and condition of this Agreement, the Other
     Agreements and the Notes and (ii) shall have caused to be delivered to each
     holder of any Notes an opinion of nationally recognized independent
     counsel, or other independent counsel reasonably satisfactory to the
     Required Holders, to the effect that all agreements or instruments
     effecting such assumption are enforceable in accordance with their terms
     and comply with all terms hereof; and

          (b)  immediately after giving effect to such transaction, no Default
     or Event of Default shall have occurred and be continuing.

If the Company shall convey, transfer or lease less than 95% of the assets of
the Company, such conveyance, transfer or lease shall not have the effect of
releasing the Person that was the "Company", immediately prior to such
conveyance, transfer or lease, from its liability under this Agreement or the
Notes.

     Section 10.3.  Limitations on Subsidiary Indebtedness. (a) The Company will
not permit any Restricted Subsidiary to create, assume, guarantee or otherwise
incur or in any manner become liable in respect of any Indebtedness (excluding
Indebtedness owing to the Company or a Wholly-Owned Restricted Subsidiary) if,
after giving effect thereto and to the application of the proceeds thereof, the
aggregate amount of all Indebtedness of all Restricted Subsidiaries then
outstanding would exceed 15% of Members' Equity.

     (b)  The renewal, extension or refunding of any Indebtedness issued,
incurred or outstanding pursuant to Section 10.3(a) shall constitute the
issuance of additional Indebtedness which is, in turn, subject to the
limitations of Section 10.3(a).

     (c)  Any Person which becomes a Restricted Subsidiary after the date hereof
shall for all purposes of Section 10.3 be deemed to have created, assumed,
guaranteed or otherwise incurred at the time it becomes a Restricted Subsidiary
all Indebtedness of such Person existing immediately after it becomes a
Restricted Subsidiary.

     Section 10.4.  Limitation on Priority Indebtedness. (a) The Company will
not, and will not permit any Restricted Subsidiary to, create, assume, guarantee
or otherwise incur or in any manner become liable in respect of any Priority
Indebtedness if, after giving effect thereto and to the application of the
proceeds thereof, the aggregate amount of all Priority Indebtedness then
outstanding would exceed 30% of Members' Equity.

     (b)  Any Person which becomes a Restricted Subsidiary after the date hereof
shall for all purposes of Section 10.4 be deemed to have created, assumed,
guaranteed or otherwise incurred at the time it becomes a Restricted Subsidiary
all Priority Indebtedness of such Person existing immediately after it becomes a
Restricted Subsidiary.

     Section 10.5.  Limitation on Liens. The Company will not, and will not
permit any of its Restricted Subsidiaries to, directly or indirectly create,
incur, assume or permit to exist (upon the happening of a contingency or
otherwise) any Lien on or with respect to any property or asset (including,
without limitation, any document or instrument in respect of


                                     -19-
<PAGE>

goods or accounts receivable) of the Company or any such Restricted Subsidiary,
whether now owned or held or hereafter acquired, or any income or profits
therefrom or assign or otherwise convey any right to receive income or profits
(unless (x) it makes, or causes to be made, effective provision whereby the
Notes will be equally and ratably secured with any and all other obligations
thereby secured, such security to be pursuant to an agreement reasonably
satisfactory to the Required Holders and (y) it causes to be delivered to each
holder of any Notes an opinion of nationally recognized independent counsel, or
other independent counsel reasonably satisfactory to the Required Holders, to
the effect that such agreement is enforceable in accordance with its terms and,
in any such case, the Notes shall have the benefit, to the fullest extent that,
and with such priority as, the holders of the Notes may be entitled under
applicable law, of an equitable Lien on such property), except:

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

          (b)  statutory Liens of landlords and Liens of carriers, warehousemen,
     mechanics, materialmen and other similar Liens, in each case, incurred in
     the ordinary course of business for sums not yet due and payable or if such
     sums are then due and payable, the payment of such sums is being contested
     in good faith by appropriate actions or proceedings and the Company or such
     Restricted Subsidiary shall have set aside on its books reserves deemed by
     it to be adequate with respect thereto, and precautionary filings by
     lessors or similar financing parties, and the Liens and set-off rights of
     depository banks;

          (c)  Liens (other than any Lien imposed by ERISA) incurred or deposits
     made in the ordinary course of business (i) in connection with workers'
     compensation, unemployment insurance and other types of social security or
     retirement benefits, or (ii) to secure (or to obtain letters of credit that
     secure) the performance of tenders, statutory obligations, surety bonds,
     appeal bonds, bids, leases (other than Capital Leases), performance bonds,
     purchase, construction or sales contracts and other similar obligations, in
     each case not incurred or made in connection with the borrowing of money,
     the obtaining of advances or credit or the payment of the deferred purchase
     price of property;

          (d)  Liens of or resulting from any judgment or award (i) the time for
     the appeal or petition for rehearing of which shall not have expired, or in
     respect of which the Company or a Restricted Subsidiary shall at any time
     in good faith be prosecuting an appeal or proceeding for a review and in
     respect of which a stay of execution pending such appeal or proceeding for
     review shall have been secured or (ii) provided that such judgment or award
     shall not have resulted in a Default pursuant to Section 11(i);

          (e)  leases or subleases granted to others, easements, rights-of-way,
     restrictions and other similar charges or encumbrances, in each case
     incidental to, and not interfering with, the ordinary conduct of the
     business of the Company or any of


                                     -20-
<PAGE>

     its Restricted Subsidiaries, provided that such Liens do not at the time of
     the creation thereof, in the aggregate, materially detract from the value
     of such property;

          (f)  Liens on property or assets of the Company or any of its
     Restricted Subsidiaries securing Indebtedness owing to the Company or to
     another Restricted Subsidiary;

          (g)  Liens existing on March 27, 1997 and securing the Indebtedness of
     the Company and its Restricted Subsidiaries referred to in Schedule 5.15;

          (h)  any Lien created to secure all or any part of the purchase price,
     or to secure Indebtedness incurred or assumed to pay all or any part of the
     purchase price or cost of construction, of property (or any improvement
     thereon) acquired or constructed by the Company or a Restricted Subsidiary
     after the date of the Closing, provided that

               (i)   any such Lien shall extend solely to the item or items of
          such property (or improvement thereon) so acquired or constructed and,
          if required by the terms of the instrument originally creating such
          Lien, other property (or improvement thereon) which is an improvement
          to or is acquired for specific use in connection with such acquired or
          constructed property (or improvement thereon) or which is real
          property being improved by such acquired or constructed property (or
          improvement thereon),

               (ii)  the principal amount of the Indebtedness secured by any
          such Lien shall at no time exceed an amount equal to the lesser of (A)
          the cost to the Company or such Restricted Subsidiary of the property
          (or improvement thereon) so acquired or constructed and (B) the Fair
          Market Value (as determined in good faith by the board of directors of
          the Company) of such property (or improvement thereon) at the time of
          such acquisition or completion of construction, and

               (iii) any such Lien shall be created contemporaneously with, or
          within 180 days after, the acquisition or completion of construction
          of such property;

          (i)  any Lien existing on property of a Person immediately prior to
     its being consolidated with or merged into the Company or a Restricted
     Subsidiary or its becoming a Restricted Subsidiary, or any Lien existing on
     any property acquired by the Company or any Restricted Subsidiary at the
     time such property is so acquired (whether or not the Indebtedness secured
     thereby shall have been assumed), provided that (i) no such Lien shall have
     been created or assumed in contemplation of such consolidation or merger or
     such Person's becoming a Restricted Subsidiary or such acquisition of
     property, and (ii) each such Lien shall extend solely to the item or items
     of property so acquired and, if required by the terms of the instrument
     originally creating such Lien, other property which is an improvement to or
     is acquired for specific use in connection with such acquired property;


                                     -21-
<PAGE>

          (j)  any Lien renewing, extending or refunding any Lien permitted by
     paragraphs (g), (h) or (i) of this Section 10.5, provided that (i) the
     principal amount of Indebtedness secured by such Lien immediately prior to
     such extension, renewal or refunding is not increased, (ii) such Lien is
     not extended to any other property, and (iii) immediately after such
     extension, renewal or refunding no Default or Event of Default would exist;
     and

          (k)  Liens not otherwise permitted by the preceding paragraphs (a)
     through (j), inclusive, securing Indebtedness of the Company or any
     Restricted Subsidiary, provided that the aggregate amount of Indebtedness
     secured by such Liens would not exceed 20% of Members' Equity.

     For the purposes of this Section 10.5, any Person becoming a Restricted
Subsidiary after the date of this Agreement shall be deemed to have incurred all
of its then outstanding Liens at the time it becomes a Restricted Subsidiary,
and any Person extending, renewing or refunding any Indebtedness secured by any
Lien shall be deemed to have incurred such Lien at the time of such extension,
renewal or refunding, which incurrence, in either case, shall be subject to
limitations of the applicable provisions of this Section 10.5.

Section 11.    Events of Default.

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

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

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

          (c)  the Company defaults in the performance of or compliance with any
     term contained in Sections 10.1 through 10.5, inclusive; or

          (d)  the Company defaults in the performance of or compliance with any
     term contained herein (other than those referred to in paragraphs (a), (b)
     and (c) of this Section 11) and such default is not remedied within 30 days
     after a Responsible Officer obtains knowledge of such default; or

          (e)  any representation or warranty made in writing by or on behalf of
     the Company or by any officer of the Company in this Agreement or in any
     writing furnished in connection with the transactions contemplated hereby
     proves to have been false or incorrect in any material respect on the date
     as of which made; or

          (f)  (i) the Company or any Significant Subsidiary is in default (as
     principal or as guarantor or other surety) in the payment of any principal
     of or premium or


                                     -22-
<PAGE>

     make-whole amount or interest on any Indebtedness that is outstanding in an
     aggregate principal amount of at least $15,000,000 beyond any period of
     grace provided with respect thereto, or (ii) the Company or any Significant
     Subsidiary is in default in the performance of or compliance with any term
     of any evidence of any Indebtedness in an aggregate outstanding principal
     amount of at least $15,000,000 or of any mortgage, indenture or other
     agreement relating thereto or any other condition exists, and as a
     consequence of such default or condition such Indebtedness has become, or
     has been declared due and payable before its stated maturity or before its
     regularly scheduled dates of payment; or

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

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

          (i)  a final judgment or judgments for the payment of money
     aggregating in excess of $15,000,000 are rendered against one or more of
     the Company and its Significant Subsidiaries and which judgments are not,
     within 60 days after entry thereof, bonded, discharged or stayed pending
     appeal, or are not discharged within 60 days after the expiration of such
     stay; or

          (j)  If (i) any Plan that is subject to the minimum funding
     requirements of ERISA or the Code shall fail to satisfy the minimum funding
     standards of ERISA or the Code for any plan year or part thereof or a
     waiver of such standards or extension of any amortization period is sought
     or granted under Section 412 of the Code with respect to any such Plan,
     (ii) a notice of intent to terminate any Plan that is subject to Title IV
     of ERISA shall have been filed with the PBGC or the PBGC shall have
     instituted proceedings under ERISA Section 4042 to terminate or appoint a
     trustee to administer any such Plan or the PBGC shall have notified in
     writing the Company or


                                     -23-
<PAGE>

     any ERISA Affiliate that such a Plan may become a subject of any such
     proceedings, (iii) the aggregate "amount of unfunded benefit liabilities"
     (within the meaning of section 4001(a)(18) of ERISA) under all Plans that
     are subject to Title IV of ERISA, determined in accordance with Title IV of
     ERISA, shall exceed $10,915,856, (iv) the Company or any ERISA Affiliate
     shall have incurred or is reasonably expected to incur any liability by
     reason of a violation of Title I or IV of ERISA or the penalty or excise
     tax provisions of the Code relating to employee benefit plans, (v) the
     Company or any ERISA Affiliate withdraws from any Multiemployer Plan, or
     (vi) the Company or any ERISA Affiliate establishes or amends any employee
     welfare benefit plan that provides post-employment welfare benefits in a
     manner that would increase the liability of the Company or any ERISA
     Affiliate thereunder; and any such event or events described in clauses (i)
     through (vi) above, either individually or together with any other such
     event or events, would reasonably be expected to have a Material Adverse
     Effect.

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

Section 12.    Remedies on Default, Etc.

     Section 12.1.  Acceleration. If an Event of Default with respect to the
Company described in paragraph (g) or (h) of Section 11 (other than an Event of
Default described in clause (i) of paragraph (g) or described in clause (vi) of
paragraph (g) by virtue of the fact that such clause encompasses clause (i) of
paragraph (g)) has occurred, all the Notes then outstanding shall automatically
become immediately due and payable. If any other Event of Default has occurred
and is continuing, any holder or holders of more than 25% in principal amount of
the Notes at the time outstanding may at any time at its or their option, by
notice or notices to the Company, declare all the Notes then outstanding to be
immediately due and payable. If any Event of Default described in paragraph (a)
or (b) of Section 11 has occurred and is continuing, any holder or holders of
Notes at the time outstanding affected by such Event of Default may at any time,
at its or their option, by notice or notices to the Company, declare all the
Notes held by it or them to be immediately due and payable. Upon any Note's
becoming due and payable under this Section 12.1, whether automatically or by
declaration, such Note will forthwith mature and the entire unpaid principal
amount of such Note, plus (a) all accrued and unpaid interest thereon and (b)
the Make-Whole Amount determined in respect of such principal amount (to the
full extent permitted by applicable law), shall all be immediately due and
payable, in each and every case without presentment, demand, protest or further
notice, all of which are hereby waived. The Company acknowledges, and the
parties hereto agree, that each holder of a Note has the right to maintain its
investment in the Notes free from repayment by the Company (except as herein
specifically provided for) and that the provision for payment of a Make-Whole
Amount by the Company in the event that the Notes are prepaid or are accelerated
as a result of an Event of Default, is intended to provide compensation for the
deprivation of such right under such circumstances.


                                     -24-
<PAGE>

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

     Section 12.3.  Rescission. At any time after any Notes have been declared
due and payable pursuant to the second or third sentence of Section 12.1, the
holders of not less than 76% in principal amount of the Notes then outstanding,
by written notice to the Company, may rescind and annul any such declaration and
its consequences if (a) the Company has paid all overdue interest on the Notes,
all principal of and Make-Whole Amount, if any, on any Notes that are due and
payable and are unpaid other than by reason of such declaration, and all
interest on such overdue principal and Make-Whole Amount, if any, and (to the
extent permitted by applicable law) any overdue interest in respect of the
Notes, at the Default Rate, (b) all Events of Default and Defaults, other than
non-payment of amounts that have become due solely by reason of such
declaration, have been cured or have been waived pursuant to Section 17, and (c)
no judgment or decree has been entered for the payment of any monies due
pursuant hereto or to the Notes. No rescission and annulment under this Section
12.3 will extend to or affect any subsequent Event of Default or Default or
impair any right consequent thereon.

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

Section 13.    Registration; Exchange; Substitution of Notes.

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


                                     -25-
<PAGE>

promptly upon request therefor, a complete and correct copy of the names and
addresses of all registered holders of Notes.

     Section 13.2.  Transfer and Exchange of Notes. Upon surrender of any Note
at the principal executive office of the Company for registration of transfer or
exchange (and in the case of a surrender for registration of transfer, duly
endorsed or accompanied by a written instrument of transfer duly executed by the
registered holder of such Note or its attorney duly authorized in writing and
accompanied by the address for notices of each transferee of such Note or part
thereof), the Company shall execute and deliver, at the Company's expense
(except as provided below), one or more new Notes (as requested by the holder
thereof) in exchange therefor, in an aggregate principal amount equal to the
unpaid principal amount of the surrendered Note. Each such new Note shall be
payable to such Person as such holder may request and shall be substantially in
the form of Exhibit 1. Each such new Note shall be dated and bear interest from
the date to which interest shall have been paid on the surrendered Note or dated
the date of the surrendered Note if no interest shall have been paid thereon.
The Company may require payment of a sum sufficient to cover any stamp tax or
governmental charge imposed in respect of any such transfer of Notes. Notes
shall not be transferred in denominations of less than $100,000, provided that
if necessary to enable the registration of transfer by a holder of its entire
holding of Notes, one Note may be in a denomination of less than $100,000. Any
transferee, by its acceptance of a Note registered in its name (or the name of
its nominee), shall be deemed to have made the representation set forth in
Section 6.2, provided that such holder may (in reliance upon information
provided by the Company, which shall not be unreasonably withheld) make a
representation to the effect that the purchase by such holder of any Note will
not constitute a non-exempt prohibited transaction under Section 406(a) of ERISA
or Section 4975(c)(1)(A)-(D) of the Code.

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

          (a)  in the case of loss, theft or destruction, of indemnity
     reasonably satisfactory to it (provided that if the holder of such Note is,
     or is a nominee for, an original purchaser or another holder of a Note with
     a minimum net worth of at least $50,000,000, such original purchaser's or
     such subsequent holder's own unsecured agreement of indemnity shall be
     deemed to be satisfactory), or

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

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


                                     -26-
<PAGE>

Section 14.    Payments on Notes.

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

     Section 14.2.  Home Office Payment. So long as you or your nominee shall be
the holder of any Note, and notwithstanding anything contained in Section 14.1
or in such Note to the contrary, the Company will pay all sums becoming due on
such Note for principal, Make-Whole Amount, if any, and interest by the method
and at the address specified for such purpose below your name in Schedule A, or
by such other method or at such other address as you shall have from time to
time specified to the Company in writing for such purpose, without the
presentation or surrender of such Note or the making of any notation thereon,
except that upon written request of the Company made concurrently with or
reasonably promptly after payment or prepayment in full of any Note, you shall
surrender such Note for cancellation, reasonably promptly after any such
request, to the Company at its principal executive office or at the place of
payment most recently designated by the Company pursuant to Section 14.1. Prior
to any sale or other disposition of any Note held by you or your nominee you
will, at your election, either endorse thereon the amount of principal paid
thereon and the last date to which interest has been paid thereon or surrender
such Note to the Company in exchange for a new Note or Notes pursuant to Section
13.2. The Company will afford the benefits of this Section 14.2 to any
Institutional Investor that is the direct or indirect transferee of any Note
purchased by you under this Agreement and that has made the same agreement
relating to such Note as you have made in this Section 14.2.

Section 15.    Expenses, Etc.

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


                                     -27-
<PAGE>

the transactions contemplated hereby and by the Notes. The Company will save you
and each other holder of a Note harmless from, all claims in respect of any
fees, costs or expenses if any, of brokers and finders (other than those
retained by you).

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

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

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

Section 17.    Amendment and Waiver.

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

     Section 17.2.  Solicitation of Holders of Notes.

     (a)  Solicitation. The Company will provide each holder of the Notes
(irrespective of the amount of Notes then owned by it) with sufficient
information, sufficiently far in advance of the date a decision is required, to
enable such holder to make an informed and considered decision with respect to
any proposed amendment, waiver or consent in respect of any of the provisions
hereof or of the Notes. The Company will deliver executed or true


                                     -28-
<PAGE>

and correct copies of each amendment, waiver or consent effected pursuant to the
provisions of this Section 17 to each holder of outstanding Notes promptly
following the date on which it is executed and delivered by, or receives the
consent or approval of, the requisite holders of Notes.

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

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

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

Section 18.    Notices.

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

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

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


                                     -29-
<PAGE>

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

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

Section 19.    Reproduction of Documents.

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

Section 20.    Confidential Information.

     For the purposes of this Section 20, "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 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, in
each case, prior to the time of such disclosure, (b) subsequently becomes
publicly known through no act or omission by you or any Person acting on your
behalf, (c) otherwise becomes known to you other than through disclosure by the
Company or any Subsidiary or (d) constitutes financial statements delivered to
you under Section 7.1 that are otherwise publicly available. You will maintain
the confidentiality of such Confidential Information in accordance with
procedures adopted by you in good faith to protect confidential information of
third parties delivered to you, provided that you may deliver or disclose
Confidential Information to (i) your directors, trustees, officers, employees,
agents, attorneys and affiliates (to the extent such disclosure reasonably
relates to the administration of the investment represented by your Notes), (ii)
your financial advisors and other professional advisors who agree to hold
confidential the Confidential Information substantially in accordance with the
terms of this Section 20, (iii) any other holder of any Note, (iv) any
Institutional Investor to which you sell or offer to sell such Note or any part


                                     -30-
<PAGE>

thereof or any participation therein (if such Person has agreed in writing prior
to its receipt of such Confidential Information to be bound by the provisions of
this Section 20), (v) any Person from which you offer to purchase any security
of the Company (if such Person has agreed in writing prior to its receipt of
such Confidential Information to be bound by the provisions of this Section 20),
(vi) any Federal or state regulatory authority having jurisdiction over you,
(vii) the National Association of Insurance Commissioners or any similar
organization, or any nationally recognized rating agency that requires access to
information about your investment portfolio, or (viii) any other Person to which
such delivery or disclosure may be necessary or appropriate (w) to effect
compliance with any law, rule, regulation or order applicable to you, (x) in
response to any subpoena or other legal process, (y) in connection with any
litigation to which you are a party or (z) if an Event of Default has occurred
and is continuing, to the extent you may reasonably determine such delivery and
disclosure to be necessary or appropriate in the enforcement or for the
protection of the rights and remedies under your Notes and this Agreement. Each
holder of a Note, by its acceptance of a Note, will be deemed to have agreed to
be bound by and to be entitled to the benefits of this Section 20 as though it
were a party to this Agreement. On reasonable request by the Company in
connection with the delivery to any holder of a Note of information required to
be delivered to such holder under this Agreement or requested by such holder
(other than a holder that is a party to this Agreement or its nominee), such
holder will enter into an agreement with the Company embodying the provisions of
this Section 20.

Section 21.    Substitution of Purchaser.

     You shall have the right to substitute any one of your Affiliates as the
purchaser of the Notes that you have agreed to purchase hereunder, by written
notice to the Company, which notice shall be signed by both you and such
Affiliate, shall contain such Affiliate's agreement to be bound by this
Agreement and shall contain a confirmation by such Affiliate of the accuracy
with respect to it of the representations set forth in Section 6. Upon receipt
of such notice, wherever the word "you" is used in this Agreement (other than in
this Section 21), such word shall be deemed to refer to such Affiliate in lieu
of you. In the event that such Affiliate is so substituted as a purchaser
hereunder and such Affiliate thereafter transfers to you all of the Notes then
held by such Affiliate, upon receipt by the Company of notice of such transfer,
wherever the word "you" is used in this Agreement (other than in this Section
21), such word shall no longer be deemed to refer to such Affiliate, but shall
refer to you, and you shall have all the rights of an original holder of the
Notes under this Agreement.

Section 22.    Miscellaneous.

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


                                     -31-
<PAGE>

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

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

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

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

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

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


                               *   *   *   *   *


                                     -32-
<PAGE>

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

                                     Very truly yours,

                                     Board of Trade of the City of Chicago


                                     By /s/ Thomas R. Donovan
                                       -----------------------------------
                                       Its  President and Chief
                                            Executive Officer


                                     -33-
<PAGE>

The foregoing is hereby
agreed to as of the
date thereof.


                                     [Variation]

                                     By
                                       ----------------------------------------
                                       Its

                                     [By
                                       ----------------------------------------
                                        Its                                   ]


                                     -34-
<PAGE>

                      Information Relating to Purchasers

                                                    Principal Amount
               Names of Purchaser                    of Notes to be
                                                        Purchased

Nationwide Life Insurance Company                      $20,000,000
One Nationwide Plaza
Columbus, Ohio  43215-2220

Payments

All payments on or in respect of the Notes to be by bank wire transfer of
Federal or other immediately available funds (identifying each payment as "Board
of Trade of the City of Chicago, 6.81% Senior Notes due March 31, 2007, PPN
09658# AB 8, principal, premium or interest") to:


     The Bank of New York
     ABA #021-000-018
     BNF:  IOC566
     F/A/O Nationwide Life Insurance Company
     Attention:  P&I Department

Notices

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


     Nationwide Life Insurance Company
     c/o The Bank of New York
     P. O. Box 19266
     Newark, New Jersey  07195
     Attention:  P&I Department

     With a copy to:

     Nationwide Life Insurance Company
     One Nationwide Plaza (1-32-05)
     Columbus, Ohio  43215-2220
     Attention:  Investment Accounting



                                   Schedule A
                          (to Note Purchase Agreement)
<PAGE>

All notices and communications other than those in respect to payments to be
addressed:


     Nationwide Life Insurance Company
     One Nationwide Plaza (1-33-07)
     Columbus, Ohio  43215-2220
     Attention:  Corporate Fixed-Income Securities

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

Taxpayer I.D. Number:  31-4156830


                                      A-2
<PAGE>

                                                    Principal Amount
               Names of Purchaser                    of Notes to be
                                                        Purchased

Nationwide Life and Annuity                            $3,000,000
Insurance Company
One Nationwide Plaza
Columbus, Ohio  43215-2220

Payments

All payments on or in respect of the Notes to be by bank wire transfer of
Federal or other immediately available funds (identifying each payment as "Board
of Trade of the City of Chicago, 6.81% Senior Notes due March 31, 2007, PPN
09658# AB 8, principal, premium or interest") to:


     The Bank of New York
     ABA #021-000-018
     BNF:  IOC566
     F/A/O Nationwide Life and Annuity Insurance Company
     Attention:  P&I Department

Notices

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


     Nationwide Life and Annuity Insurance Company
     c/o The Bank of New York
     P. O. Box 19266
     Newark, NJ  07195
     Attention:  P&I Department

     With a copy to:

     Nationwide Life and Annuity Insurance Company
     One Nationwide Plaza (1-32-05)
     Columbus, Ohio  43215-2220
     Attention:  Investment Accounting

All notices and communications other than those in respect to payments to be
addressed:


     Nationwide Life and Annuity Insurance Company
     One Nationwide Plaza (1-33-07)
     Columbus, Ohio  43215-2220
     Attention:  Corporate Fixed-Income Securities


                                      A-3
<PAGE>

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

Taxpayer I.D. Number:  31-1000740


                                      A-4
<PAGE>

                                                    Principal Amount
               Names of Purchaser                    of Notes to be
                                                        Purchased

Nationwide Life Insurance Company                      $2,000,000
 Separate Account OH
One Nationwide Plaza
Columbus, Ohio  43215-2220

Payments

All payments on or in respect of the Notes to be by bank wire transfer of
Federal or other immediately available funds (identifying each payment as "Board
of Trade of the City of Chicago, 6.81% Senior Notes due March 31, 2007, PPN
09658# AB 8, principal, premium or interest") to:


     The Bank of New York
     ABA #021-000-018
     BNF:  IOC566
     F/A/O Nationwide Life Insurance Co. - S/A OH
     Attention:  P&I Department

Notices

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


     Nationwide Life Insurance Company-S/A OH
     c/o The Bank of New York
     P. O. Box 19266
     Newark, New Jersey  07195
     Attention:  P&I Department

     With a copy to:

     Nationwide Life Insurance Company-S/A OH
     One Nationwide Plaza (1-32-05)
     Columbus, Ohio  43215-2220
     Attention:  Investment Accounting

All notices and communications other than those in respect to payments to be
addressed:


     Nationwide Life Insurance Company Separate Account OH
     One Nationwide Plaza (1-33-07)
     Columbus, Ohio  43215-2220
     Attention:  Corporate Fixed-Income Securities


                                      A-5
<PAGE>

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

Taxpayer I.D. Number:  31-4156830


                                      A-6
<PAGE>

                                                    Principal Amount
               Names of Purchaser                    of Notes to be
                                                        Purchased

Principal Mutual Life Insurance Company                $19,000,000
711 High Street
Des Moines, Iowa  50392-0800
Attention:  Investment Department--Securities Division
Telefacsimile:  (515) 248-2490
Confirmation:  (515) 248-3495

Payments

All payments on or in respect of the Notes to be by bank wire transfer of
Federal or other immediately available funds to:


     ABA #073 000 228
     Norwest Bank Iowa, N.A.
     7th and Walnut Streets
     Des Moines, Iowa  50309
     For Credit to Principal Mutual Life
      Insurance Company Account Number 014752
     Reference:  OBI PFGSE(S)1-B-61012 (  ) Principal $_________
     Interest $________

Each wire transfer shall identify such payment as "Board of Trade of the City of
Chicago, 6.81% Senior Notes due March 31, 2007, PPN 09658# AB 8, principal,
premium or interest".

Notices

All notices concerning payment on or in respect of the Notes, to:

     Principal Mutual Life Insurance Company
     711 High Street
     Des Moines, Iowa  50392-0960
     Attention:  Investment Accounting and Treasury - Securities
     Facsimile:  (515) 248-2643
     Confirmation:  (515) 248-8301

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

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

Taxpayer I.D. Number:  42-0127290


                                      A-7
<PAGE>

                                                    Principal Amount
               Names of Purchaser                    of Notes to be
                                                        Purchased

Principal Mutual Life Insurance Company                $1,000,000
711 High Street
Des Moines, Iowa  50392-0800
Attention:  Investment Department--Securities Division
Telefacsimile:  (515) 248-2490
Confirmation:  (515) 248-3495

Payments

All payments on or in respect of the Notes to be by bank wire transfer of
Federal or other immediately available funds to:


     ABA #073 000 228
     Norwest Bank Iowa, N.A.
     7th and Walnut Streets
     Des Moines, Iowa  50309
     For Credit to Principal Mutual Life Insurance
      Company, Separate Account Number 032395
     Reference:  OBI PFGSE(S)16-B-61012 (  ) Principal $________
     Interest $________

Each wire transfer shall identify such payment as "Board of Trade of the City of
Chicago, 6.81% Senior Notes due March 31, 2007, PPN 09658# AB 8, principal,
premium or interest".

Notices

All notices concerning payment on or in respect of the Notes, to:

     Principal Mutual Life Insurance Company
     711 High Street
     Des Moines, Iowa  50392-0960
     Attention:  Investment Accounting and Treasury - Securities
     Facsimile:  (515) 248-2643
     Confirmation:  (515) 248-8301

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

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

Taxpayer I.D. Number:  42-0127290


                                      A-8
<PAGE>

                                                    Principal Amount
               Names of Purchaser                    of Notes to be
                                                       Purchased

State Farm Life Insurance Company                     $13,000,000
One State Farm Plaza
Bloomington, Illinois  61710
Attention:  Investment Department--Corporate Fixed Income

Payments

All payments on or in respect of the Notes to be by bank wire transfer of
Federal or other immediately available funds to:


     Chase Manhattan Bank
     ABA #021000021 A/C #900 9 000168
     For Credit to:  State Farm Life Insurance Company
     Account Number G06893
     Re:  Board of Trade of the City of Chicago, 6.81% Senior Notes due March
     31, 2007, PPN 09658# AB 8, Principal, Premium or Interest

Notices

All notices and communications, except written confirmation of payment, to be
addressed to:


     State Farm Life Insurance Company
     One State Farm Plaza
     Bloomington, Illinois  61710
     Attention:  Investment Department E-10

All written confirmations of payment to be addressed to:


     State Farm Life Insurance Company
     One State Farm Plaza
     Bloomington, Illinois  61710
     Attention:  Investment Accounting Department D-2

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


                                      A-9
<PAGE>

                                                    Principal Amount
               Names of Purchaser                    of Notes to be
                                                        Purchased

Knights of Columbus                                    $10,000,000
One Columbus Plaza
New Haven, Connecticut  06510-3326
Attention:  Investment Department
Telecopier Number: (203) 772-0037

Payments

All payments on or in respect of the Notes to be by bank wire transfer of
Federal or other immediately available funds (identifying each payment as "Board
of Trade of the City of Chicago, 6.81% Senior Notes due March 31, 2007, PPN
09658# AB 8, principal, premium or interest") to:


     Bank of New York (ABA #021-000-018)
     One Wall Street
     New York, New York  10286

     For credit to:  Knights of Columbus General Account
                     Account Number 8900300825

Notices

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


     Knights of Columbus
     P. O. Box 2016
     New Haven, Connecticut  06521-2016
     Attention:  Accounting Department.

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

Taxpayer I.D. Number:  06-0416470


                                     A-10
<PAGE>

                                                    Principal Amount
               Names of Purchaser                    of Notes to be
                                                        Purchased

Berkshire Life Insurance Company                        $2,000,000
700 South Street
Pittsfield, Massachusetts  01201
Attention:  Securities Department
Fax Number:  (413) 443-9397
Phone Number:  (413) 499-4321

Payments

All payments on or in respect of the Notes to be by bank wire transfer of
Federal or other immediately available funds (identifying each payment as "Board
of Trade of the City of Chicago, 6.81% Senior Notes due March 31, 2007, PPN
09658# AB 8, principal, premium or interest") to:


     The Chase Manhattan Bank, N.A. (ABA #021000021)
     One Chase Manhattan Plaza
     New York, New York 10081

     for credit to:  Berkshire Life Insurance Company
                     Account Number 002-4-020877

Notices

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

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

Taxpayer I.D. Number:  04-1083480


                                     A-11
<PAGE>

                                                    Principal Amount
               Names of Purchaser                    of Notes to be
                                                        Purchased

Mennonite Mutual Aid Association                        $1,000,000
1110 North Main Street, P.O.  Box 483
Goshen, Indiana  46527-0483
Attention:  Investment Department

Payments

All payments on or in respect of the Notes to be by bank wire transfer of
Federal or other immediately available funds (identifying each payment as "Board
of Trade of the City of Chicago, 6.81% Senior Notes due March 31, 2007, PPN
09658# AB 8, principal, premium or interest") to:


     Fifth Third Bank
     ABA #042000314
     For Mennonite Mutual Aid Association
     For Account Number 01-003-2624500
     Attention:  Helen Seibert

Notices

All notices concerning payment on or in respect of the Notes, to:


     Helen Seibert
     Fifth Third Bank
     38 Fountain Square Plaza
     Mail Drop 1090F2
     Cincinnati, OH  45263
     Phone:  (513) 579-5467
     Fax:  (513) 579-5444

All notices and communications other than those with respect to payments, to:


     Delmar King
     Mennonite Mutual Aid Association
     1110 North Main Street, P.O. Box 483
     Goshen, IN  46527-0483
     Phone:  (219) 533-5911
     Fax:  (219) 534-4381

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

Taxpayer I.D. Number:  35-6059333


                                     A-12
<PAGE>

           Name of                                        Principal Amount of
          Purchaser                                      Notes to Be Purchased

National Travelers Life Company                                $1,000,000
c/o MIMLIC Asset Management Company
400 Robert Street North
St. Paul, Minnesota  55101
Attention:  Client Administrator

Payments

All payments on or in respect of the Notes to be by bank wire transfer of
Federal or other immediately available funds (identifying each payment as "Board
of Trade of the City of Chicago, 6.81% Senior Notes due March 31, 2007, PPN
09658# AB 8, principal, premium or interest") to:


     First Bank, N.A
     Minneapolis, Minnesota
     ABA #091-000-022

     for credit to:  First Trust, N.A.
     Account Number:  180121167365, TSU: 050

     for further credit to:  National Travelers Life Company
     Account Number:  12609110
     Attention:  Peggy Sime (612) 244-0647

Notices

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

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

Taxpayer I.D. Number:  42-0432940


                                     A-13
<PAGE>

           Name of                                        Principal Amount of
          Purchaser                                      Notes to Be Purchased

Pioneer Mutual Life Insurance Company                          $1,000,000
c/o MIMLIC Asset Management Company
400 Robert Street North
St. Paul, Minnesota  55101
Attention:  Client Administrator

Payments

All payments on or in respect of the Notes to be by bank wire transfer of
Federal or other immediately available funds (identifying each payment as "Board
of Trade of the City of Chicago, 6.81% Senior Notes due March 31, 2007, PPN
09658# AB 8, principal, premium or interest") to:


     Norwest Bank Minnesota
     Minneapolis, Minnesota
     ABA #091-000-019

     for credit to:  Trust Clearing
     Account Number:  0840245

     for further credit to:  Pioneer Mutual Life Insurance Company
     Account Number:  40597400

Notices

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

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

Taxpayer I.D. Number:  45-0220640


                                     A-14
<PAGE>

           Name of                                        Principal Amount of
          Purchaser                                      Notes to Be Purchased

Colorado Bankers Life Insurance Company                        $500,000
c/o MIMLIC Asset Management Company
400 North Robert Street
St. Paul, Minnesota  55101
Attention:  Client Administrator

Payments

All payments on or in respect of the Notes to be by bank wire transfer of
Federal or other immediately available funds (identifying each payment as "Board
of Trade of the City of Chicago, 6.81% Senior Notes due March 31, 2007, PPN
09658# AB 8, principal, premium or interest") to:


     Bankers Trust Company (ABA #021-001-033)
     New York, New York
     for credit to Account Number:  99-911145
     for further credit to:  Colorado Bankers Life Insurance Company
     Company Account Number:  098125

Notices

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


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

Taxpayer I.D. Number:  84-0674027


                                     A-15
<PAGE>

           Name of                                        Principal Amount of
          Purchaser                                      Notes to Be Purchased

Guarantee Reserve Life Insurance Company                        $500,000
c/o MIMLIC Asset Management Company
400 Robert Street  North
St. Paul, Minnesota  55101
Attention:  Client Administrator

Payments

All payments on or in respect of the Notes to be by bank wire transfer of
Federal or other immediately available funds (identifying each payment as "Board
of Trade of the City of Chicago, 6.81% Senior Notes due March 31, 2007, PPN
09658# AB  8, principal, premium or interest") to:


     Mercantile National Bank of Indiana
     Hammond, Indiana
     ABA #071-912-813
     For credit to: Guarantee Reserve Life Insurance Company
                    Attention:  Trust Department, Geneva DeVine
                    Account Number:  287000

Notices

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


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

Taxpayer I.D. Number: 35-0815760


                                     A-16
<PAGE>

           Name of                                        Principal Amount of
          Purchaser                                      Notes to Be Purchased

Minnesota Fire & Casualty Company                              $500,000
c/o MIMLIC Asset Management Company
400 North Robert Street
St. Paul, Minnesota  55101

Payments

All payments on or in respect of the Notes to be by bank wire transfer of
Federal or other immediately available funds (identifying each payment as "Board
of Trade of the City of Chicago, 6.81% Senior Notes due March 31, 2007, PPN
09658# AB 8, principal, premium or interest") to:


     First Bank N.A. (ABA #091-000-022)
     Minneapolis, Minnesota

     for credit to:  First Trust N.A.
                     Account Number 180121167365, TSU:  050

     for further credit to:  Minnesota Fire & Casualty Company
                             Account Number:  12603440 (MMF&C)
                             Attn:  Peggy Sime (612) 244-0647

Notices

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

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

Taxpayer I.D. Number:  41-0417250


                                     A-17
<PAGE>

           Name of                                        Principal Amount of
          Purchaser                                      Notes to Be Purchased

Protected Home Mutual Life Insurance Company                   $500,000
c/o MIMLIC Asset Management Company
400 Robert Street North
St. Paul, Minnesota  55101
Attention:  Client Administrator

Payments

All payments on or in respect of the Notes to be by bank wire transfer of
Federal or other immediately available funds (identifying each payment as "Board
of Trade of the City of Chicago, 6.81% Senior Notes due March 31, 2007, PPN
09658# AB 8, principal, premium or interest") to:


     PNC Bank - Trust Account #6054918631
     ABA #043-000-096
     Attention:  Penny Hopkins

     for credit to:  Protected Home Mutual Life Insurance Company

Notices

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

Name of Nominee in which Notes are to be issued:  PNC Bank custodian under
agreement with Protected Home Mutual Life Insurance Company

Taxpayer I.D. Number:  25-0740310


                                     A-18
<PAGE>

                                 Defined Terms

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

     "Affiliate" means, at any time, and with respect to any Person, any other
Person that at such time directly or indirectly through one or more
intermediaries Controls, or is Controlled by, or is under common Control with,
such first Person.  As used in this definition, "Control" means the possession,
directly or indirectly, of the power to direct or cause the direction of the
management and policies of a Person, whether through the ownership of Voting
Stock, by contract or otherwise.  Unless the context otherwise clearly requires,
any reference to an "Affiliate" is a reference to an Affiliate of the Company.

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

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

     "Closing" is defined in Section 3.

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

     "Company" means Board of Trade of the City of Chicago, an Illinois special-
charter corporation until a Successor becomes such in the manner prescribed in
Section 10.2(a), and thereafter means such Successor.

     "Competitor" means any board of trade which is a contract market designated
by the Commodity Futures Trading Commission and any other commodity exchange or
board of trade, and any registered national securities exchange or other stock
or securities exchange, whether domestic or foreign.

     "Confidential Information" is defined in Section 20.

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

     "Default Rate" means at any time that rate of interest that is the greater
of (i) 2% per annum above the rate of interest then stated in clause (a) of the
first paragraph of the Notes or (ii) 2% over the rate per annum of interest then
publicly announced by First Chicago NBD Bank in Chicago, Illinois as its "base"
or "prime" rate.


                                  Schedule B
                         (to Note Purchase Agreement)
<PAGE>

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

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

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

     "Event of Default" is defined in Section 11.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended.

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

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

     "Governmental Authority" means

          (a)  the government of

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

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

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

     "Guaranty" means, with respect to any Person, any obligation (except (i)
the endorsement in the ordinary course of business of negotiable instruments for
deposit or collection and (ii) contractual indemnification provisions for
obligations other than Indebtedness) of such Person guaranteeing or in effect
guaranteeing any Indebtedness, dividend or other obligation of any other Person
in any manner, whether directly or


                                      B-2
<PAGE>

indirectly, including (without limitation) obligations incurred through an
agreement, contingent or otherwise, by such Person:

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

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

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

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

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

In any computation of the Indebtedness or other liabilities of the obligor under
any Guaranty, a Guaranty in respect of Indebtedness shall be deemed to be
Indebtedness equal to the principal amount of such Indebtedness that has been
guaranteed, and a Guaranty in respect of any other obligation shall be deemed to
be Indebtedness equal to the maximum aggregate amount of such obligation,
provided that if the aggregate amount of such obligation is not readily
determinable, the amount thereof shall be estimated in good faith by such
obligor.

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

     "Indebtedness" with respect to any Person means, at any time, without
duplication,

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

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

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



                                      B-3
<PAGE>

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

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

          (f)  Swaps of such Person; and

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

     "Institutional Investor" means (a) any original purchaser of a Note, (b)
any holder of a Note holding more than 10% 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.

     "Inverse Order Application" is defined in Section 8.1.

     "Lien" means, with respect to any Person, any mortgage, lien, pledge,
charge, security interest or other encumbrance, or any interest or title of any
vendor, lessor, lender or other secured party to or of such Person under any
conditional sale or other title retention agreement or Capital Lease, upon or
with respect to any property or asset of such Person (including in the case of
stock, stockholder agreements, voting trust agreements and all similar
arrangements).

     "Make-Whole Amount" is defined in Section 8.6.

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

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

     "Members' Equity" means, as the date of any determination thereof, members'
equity of the Company and its Restricted Subsidiaries determined on a
consolidated basis in accordance with GAAP.

     "Memorandum" is defined in Section 5.3.


                                      B-4
<PAGE>

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

     "Notes" is defined in Section 1.

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

     "Other Agreements" is defined in Section 2.

     "Other Purchasers" is defined in Section 2.

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

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

     "Plan" means an "employee benefit plan" (as defined in Section 3(3) of
ERISA) that is maintained, or to which contributions are made or required to be
made, by the Company or any ERISA Affiliate or with respect to which the Company
or any ERISA Affiliate may have any liability.

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

     "Priority Indebtedness" means the aggregate principal amount of all
Indebtedness of the Company secured by Liens other than Liens permitted by
clauses (a) through (j) of Section 10.5 plus the aggregate principal amount of
all Indebtedness of Restricted Subsidiaries other than Indebtedness owing to the
Company or a Wholly-Owned Restricted Subsidiary.

     "Pro Rata Application" is defined in Section 8.1.

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

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

     "Required Holders" means, at any time, the holders of at least 51% in
principal amount of the Notes at the time outstanding (exclusive of Notes then
owned by the Company or any of its Affiliates).


                                      B-5
<PAGE>

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

     "Restricted Subsidiary" means each Subsidiary (a) 80% or more (by number of
votes) of the Voting Stock of which is legally and beneficially owned by the
Company and/or one or more Wholly-Owned Restricted Subsidiaries and (b) which
has been designated as a Restricted Subsidiary in Schedule 5.4 or which is from
time to time designated as a Restricted Subsidiary by the President or any Vice
President of the Company (written notice of such designation being promptly
furnished to the holders of the Notes), provided that no Subsidiary shall be
designated a Restricted Subsidiary if, immediately after giving effect thereto,
a Default or Event of Default shall have occurred and be continuing.

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

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

     "Significant Subsidiary" means at any time any Subsidiary that would at
such time constitute a "significant subsidiary" (as such term is defined in
Regulation S-X of the Securities and Exchange Commission as in effect on the
date of the Closing) of the Company.

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

     "Successor" is defined in Section 10.2(a).

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


                                      B-6
<PAGE>

agreement provides for the simultaneous payment of amounts by and to such
Person, then in each such case, the amount of such obligation shall be the net
amount so determined.

     "Voting Stock" means securities of any class or classes (including, without
limitation, in the case of a corporation, stock of any class, in the case of a
partnership or limited partnership, a partnership interest or limited
partnership interest and in the case of a limited liability company, a
membership interest or manager interest), the holders of which are ordinarily,
in the absence of contingencies, entitled to elect a majority of the directors
(or Persons performing similar functions).

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


                                      B-7
<PAGE>

                             Disclosure Materials

     None


                                 Schedule 5.3
                         (to Note Purchase Agreement)
<PAGE>

                   Subsidiaries of the Company and Ownership
                             of Subsidiary Stock*

<TABLE>
<CAPTION>
        Name                Jurisdiction of Incorporation     Percentage of Shares Owned
<S>                         <C>                               <C>
  C-B-T Corporation*                  Delaware                          100%
Chicago Board Brokerage,              Delaware                          100%
        Inc.*
  MidAmerica Commodity                Illinois                          100%
      Exchange*
</TABLE>

---------------------
*   Denotes a Restricted Subsidiary


                                 Schedule 5.4
                         (to Note Purchase Agreement)
<PAGE>

                             Financial Statements

1.   Audited financial statements for the 1991 fiscal period for the Company.

2.   Audited financial statements for the 1992 fiscal period for the Company.

3.   Audited financial statements for the 1993 fiscal period for the Company.

4.   Audited financial statements for the 1994 fiscal period for the Company.

5.   Audited financial statements for the 1995 fiscal period for the Company.


                                 Schedule 5.5
                         (to Note Purchase Agreement)
<PAGE>

                              Certain Litigation

     None


                                 Schedule 5.8
                         (to Note Purchase Agreement)
<PAGE>

                                 Patents; Etc.

     None


                                 Schedule 5.11
                         (to Note Purchase Agreement)
<PAGE>

                                Use of Proceeds

     Proceeds from the sale of the Notes will be used to repay existing
indebtedness and for other general corporate purposes.


                                 Schedule 5.14
                         (to Note Purchase Agreement)
<PAGE>

                            Existing Indebtedness*

Secured Loans

     1.   Loan by Metropolitan Life Insurance Company to the Company. The
          maturity date of the loan is March 31, 1998, and the outstanding
          balance is $5,269,891.43 as of March 27, 1997. The loan is secured by
          liens on the real and personal property of the Company (UCC File No.
          2969414) and C-B-T Corporation (UCC File No. 2969415 and 92U05684).

Unsecured Loans

     1.   Credit Agreement dated as of March 27, 1997, between the Company,
          First National Bank of Chicago, as Agent and Lender, and the Lenders
          listed therein. This is a revolving credit facility providing to the
          borrower revolving loans in a maximum outstanding principal amount of
          $50,000,000, of which $30,000,000 will be outstanding as of the date
          of Closing.

Swaps

     1.   Interest Rate Swap between the Company and Credit Agricole in the
          notional principal amount of $57,000,00, and with a termination
          payment of $3,021,138 as of March 27, 1997.

Operating Leases**

     1.   UCC financing statement (File No. 2970338) filed by Trans Leasing
          International covering Sharp Duplicator Model 2075 S/N 1621400.

     2.   UCC financing statement (File No. 3281960) filed by Trans Leasing
          International covering Sharp Duplicator Model 2075 S/N 1621400.

     3.   UCC financing statement (File No. 3323760) filed by Trans Leasing
          International covering Sharp Duplicator Model 2075 S/N 1621400.

     4.   UCC financing statement (File No. 3498722) filed by Trans Leasing
          International covering Sharp Duplicator Model 2075 S/N 1621400.


--------------------
*    Taking into account the application of the proceeds from the sale of the
     Notes.

**   Operating leases are not included in the definition of "Indebtedness" in
     the Note Purchase Agreement. However, UCC financing statements have been
     filed on certain property in connection with these operating leases, and
     this disclosure is presented for your information.


                                 Schedule 5.15
                         (to Note Purchase Agreement)

<PAGE>

                                 Form of Note

                     Board of Trade of the City of Chicago

                     6.81% Senior Note due March 31, 2007

No. AR-1                                                     ___________, 19___
$__________                                                     PPN 09658# AB 8

     For Value Received, the undersigned, Board of Trade of the City of Chicago
(herein called the "Company"), a corporation organized and existing under the
laws of the State of Illinois, hereby promises to pay to
_________________________ or registered assigns, the principal sum of
______________ Dollars on March 31, 2007 with interest (computed on the basis of
a 360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the
rate of 6.81% per annum from the date hereof, payable semiannually, on the last
day of March and September in each year, commencing on September 30, 1997, until
the principal hereof shall have become due and payable, and (b) to the extent
permitted by law on any overdue payment (including any overdue prepayment) of
principal, any overdue payment of interest and any overdue payment of any Make-
Whole Amount (as defined in the Note Purchase Agreements referred to below),
payable semiannually as aforesaid (or, at the option of the registered holder
hereof, on demand), at a rate per annum from time to time equal to the greater
of (i) 8.81% or (ii) 2% over the rate of interest publicly announced by First
Chicago NBD Bank from time to time in Chicago, Illinois as its "base" or "prime"
rate.

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

     This Note is one of a series of Senior Notes (herein called the "Notes")
issued pursuant to separate Note Purchase Agreements, each dated as of March 1,
1997 (as from time to time amended, collectively, the "Note Purchase
Agreements"), between the Company and the respective Purchasers named therein
and is entitled to the benefits thereof. Each holder of this Note will be
deemed, by its acceptance hereof, (i) to have agreed to the confidentiality
provisions set forth in Section 20 of the Note Purchase Agreements and (ii) to
have made the representation set forth in Section 6.2 of the Note Purchase
Agreements, provided that such holder may (in reliance upon information provided
by the Company, which shall not be unreasonably withheld) make a representation
to the effect that the purchase by such holder of any Note will not constitute a
non-exempt prohibited transaction under Section 406(a) of ERISA or Section
4975(c)(1)(A)-(D) of the Code.

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


                                   Exhibit 1
                         (to Note Purchase Agreement)
<PAGE>

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

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

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

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


                                     Board of Trade of the City of Chicago

                                     By
                                       ------------------------------------
                                       Its


                                     E-1-2
<PAGE>

               Form of Opinion of Special Counsel to the Company

     The closing opinion of Kirkland & Ellis, counsel to the Company, called for
by Section 4.4(a) of the Note Purchase Agreement, shall be dated the date of the
Closing and addressed to you, shall be satisfactory in form and substance to you
and shall be to the effect that:

          1.   The Company is a special-charter corporation, duly incorporated,
     validly existing and in good standing under the laws of the State of
     Illinois, has the corporate power and the corporate authority to execute
     and perform the Note Purchase Agreement and to issue the Notes and has the
     full corporate power and the corporate authority to conduct the activities
     in which it is now engaged and is duly licensed or qualified and is in good
     standing as a foreign corporation in each jurisdiction in which the
     character of the properties owned or leased by it or the nature of the
     business transacted by it makes such licensing or qualification necessary.

          2.   Each Subsidiary of the Company is a corporation duly organized,
     validly existing and in good standing under the laws of its jurisdiction of
     incorporation and is duly licensed or qualified and is in good standing in
     each jurisdiction in which the character of the properties owned or leased
     by it or the nature of the business transacted by it makes such licensing
     or qualification necessary and all of the issued and outstanding shares of
     capital stock of each such Subsidiary have been duly issued, are fully paid
     and non-assessable and are owned by the Company, by one or more
     Subsidiaries of the Company, or by the Company and one or more of its
     Subsidiaries.

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

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

          5.   No approval, consent or withholding of objection on the part of,
     or filing, registration or qualification with, any governmental body,
     Federal, state or local, is necessary in connection with the execution,
     delivery and performance of the Note Purchase Agreement or the Notes being
     delivered at the Closing.


                                Exhibit 4.4(a)
                         (to Note Purchase Agreement)
<PAGE>

          6.   The issuance and sale of the Notes being delivered at the Closing
     and the execution, delivery and performance by the Company of the Note
     Purchase Agreement do not conflict with or result in any breach of any of
     the provisions of or constitute a default under or result in the creation
     or imposition of any Lien upon any of the property of the Company pursuant
     to the provisions of the Articles of Incorporation or Bylaws of the Company
     or any agreement or other instrument known to such counsel to which the
     Company is a party or by which the Company may be bound.

          7.   The issuance, sale and delivery of the Notes being delivered at
     the Closing under the circumstances contemplated by the Note Purchase
     Agreement do not, under existing law, require the registration of such
     Notes under the Securities Act of 1933, as amended, or the qualification of
     an indenture under the Trust Indenture Act of 1939, as amended.

          8.   The issuance of the Notes being delivered at the Closing and the
     use of the proceeds of the sale of such Notes in accordance with the
     provisions of and contemplated by the Note Purchase Agreement do not
     violate or conflict with Regulation G, T, U or X of the Board of Governors
     of the Federal Reserve System.

          9.   There is no litigation pending or, to the best knowledge of such
     counsel, threatened which in such counsel's opinion could reasonably be
     expected to have a materially adverse effect on any the Company's business
     or assets or which would impair the ability of the Company to issue and
     deliver the Notes being delivered at the Closing or to comply with the
     provisions of the Note Purchase Agreement.

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

     The opinion of Kirkland & Ellis shall cover such other matters relating to
the sale of the Notes at the Closing as you may reasonably request. With respect
to matters of fact on which such opinion is based, such counsel shall be
entitled to rely on appropriate certificates of public officials and officers of
the Company.


                                  E-4.4(a)-2
<PAGE>

             Form of Opinion of Special Counsel to the Purchasers

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

          1.   The Company is a special-charter corporation, validly existing
     and in good standing under the laws of the State of Illinois and has the
     corporate power and the corporate authority to execute and deliver the Note
     Purchase Agreement and to issue the Notes.

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

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

          4.   The issuance, sale and delivery of the Notes being delivered at
     the Closing under the circumstances contemplated by the Note Purchase
     Agreement do not, under existing law, require the registration of such
     Notes under the Securities Act of 1933, as amended, or the qualification of
     an indenture under the Trust Indenture Act of 1939, as amended.

     The opinion of Chapman and Cutler shall also state that the opinion of
Kirkland & Ellis delivered at the Closing is satisfactory in scope and form to
Chapman and Cutler and that, in their opinion, you are justified in relying
thereon.

     In rendering the opinion set forth in paragraph 1 above, Chapman and Cutler
may rely, as to matters referred to in paragraph 1, solely upon an examination
of the Articles of Incorporation certified by, and a certificate of existence of
the Company from, the Secretary of State of the State of Illinois, the Bylaws of
the Company and the general business corporation law of the State of Illinois.
The opinion of Chapman and Cutler is limited to the laws of the State of
Illinois and the Federal laws of the United States.


                                Exhibit 4.4(b)
                         (to Note Purchase Agreement)
<PAGE>

     With respect to matters of fact upon which such opinion is based, Chapman
and Cutler may rely on appropriate certificates of public officials and officers
of the Company, and upon representations of the Company and you delivered in
connection with the execution and delivery of the Note Purchase Agreement and
the issuance and sale of the Notes delivered at the Closing.


                                  E-4.4(b)-2