Exhibit 4c




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                           WOODHEAD FINANCE COMPANY


                               U.S. $30,000,000


             6.64% Senior Guaranteed Notes due September 30, 2008


                                ______________


                            NOTE PURCHASE AGREEMENT

                                ______________




                         Dated as of September 1, 1998



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                           WOODHEAD FINANCE COMPANY
                         c/o Woodhead Industries, Inc.
                              Three Parkway North
                           Deerfield, Illinois 60015


             6.64% Senior Guaranteed Notes due September 30, 2008


                                                 Dated as of September 1, 1998

TO THE PURCHASER LISTED IN THE ATTACHED
SCHEDULE A WHO IS A SIGNATORY HERETO:

Ladies and Gentlemen:

         WOODHEAD FINANCE COMPANY, a Nova Scotia unlimited liability company
(the "Company"), hereby agrees with you as follows:

SECTION 1. AUTHORIZATION OF NOTES.

         The Company will authorize the issue and sale of U.S. $30,000,000
aggregate principal amount of its 6.64% Senior Guaranteed Notes due September
30, 2008 (the "Notes", such term to include any such notes issued in
substitution therefor pursuant to Section 11 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; SECURITY.

         Section 2.1. 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 under any Other Agreement and no liability to
any Person for the performance or nonperformance by any Other Purchaser
thereunder.

         Section 2.2. Parent Guaranty and Constituent Company. Without
limiting Section 4.8 of the Parent Guaranty, the payment by the Company of all
amounts due with respect to the Notes and the performance by the Company of
its obligations under this Agreement and the Other Agreements will be
absolutely and unconditionally guaranteed by the Parent Guarantor pursuant to
the Parent Guaranty Agreement substantially in the form of Exhibit 2 attached
hereto and made a part hereof (as the same may be amended, modified, extended
or renewed (the "Parent Guaranty") and by Aero-Motive Company, a Michigan
corporation, AI/FOCS, Inc., a Delaware corporation, Central Rubber Company, an
Illinois corporation, and Daniel Woodhead Company, a Delaware corporation
(individually, "Constituent Company Guarantor" and collectively, the
"Constituent Company Guarantors") pursuant to that certain Constituent Company
Guaranty Agreement dated as of September 1, 1998 substantially in the form of
Exhibit 3 attached hereto and made a part hereof (as the same may be amended,
modified, extended or renewed, the "Constituent Company Guaranty").

         Without limiting the foregoing, the enforcement of the rights and
benefits in respect of the Constituent Company Guaranty and the allocation of
the proceeds thereof, together with the allocation of the proceeds from the
enforcement of any Guaranty entered into by any Subsidiary of the Parent
Guarantor of Indebtedness due and owing under the Bank Credit Agreements and
the enforcement of any Guaranty entered into by any Subsidiary of the Parent
Guarantor of Indebtedness due and owing under the Parent Guarantor Note
Agreement will be subject to an Intercreditor Agreement dated as of the date
of this Agreement, in form and substance satisfactory to you and your special
counsel (as the same may be amended, supplemented or otherwise modified, the
"Intercreditor Agreement") to be entered into by the Banks, the holders of the
Notes, the holders of the Parent Guarantor Notes, the Parent Guarantor, the
Company and the Constituent Company Guarantors.

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, Chicago, Illinois 60603, at 10:00 A.M. Chicago time, at a closing (the
"Closing") on September 28, 1998 or on such other Business Day thereafter on
or prior to September 30, 1998 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 U.S. $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 452-591-1 at Harris Trust and Savings Bank, 111 West Monroe
Street, Chicago, Illinois 60603, ABA Number 071000288. 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
satisfied, 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 satisfaction, prior to or at the Closing, of
the following conditions:

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

         (b) The representations and warranties of the Parent Guarantor in the
Parent Guaranty shall be correct when made and at the time of the Closing.

         (c) The representations and warranties of the Constituent Company
Guarantors in the Constituent Company Guaranty shall be correct when made and
at the time of the Closing.

         Section 4.2. Performance; No Defaults. (a) 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 Section 5.12), no
Default or Event of Default shall have occurred and be continuing. Neither the
Company nor any Subsidiary shall have entered into any transaction since the
date of the Memorandum that would have been prohibited by Section 8 had such
Section applied since such date.

         (b) The Parent Guarantor shall have performed and complied with all
agreements and conditions contained in the Parent Guaranty required to be
performed and complied with by it prior to or at the Closing, and after giving
effect to the issuance and sale of the Notes (and the application of the
proceeds thereof as contemplated by Section 5.12), no Default or Event of
Default shall have occurred and be continuing. Neither the Parent Guarantor
nor any Subsidiary shall have entered into any transactions since the date of
the Memorandum that would have been prohibited by Sections 4 and 5 of the
Parent Guaranty had such Sections applied since such date.

         (c) Each Constituent Company Guarantor shall have performed and
complied with all agreements and conditions contained in the Constituent
Company Guaranty to which it is a party required to be performed and complied
with by it prior to or at the Closing, and after giving effect to the issuance
and sale of the Notes (and the application of the proceeds thereof as
contemplated by Section 5.12), no Default or Event of Default shall have
occurred and be continuing.

         Section 4.3. Compliance Certificates.

         (a) Officer's Certificate. (i) 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(a), 4.2(a) and 4.10(a) have been
fulfilled.

        (ii) The Parent Guarantor shall have delivered to you an Officer's
Certificate, dated the date of the Closing, certifying that the conditions
specified in Sections 4.1(b), 4.2(b) and 4.10(b) have been fulfilled.

       (iii) Each Constituent Company Guarantor shall have delivered to you a
certificate of an authorized officer, dated the date of the Closing, certifying
that the conditions specified in Section 4.1(c), 4.2(c) and 4.10(c) have been
fulfilled with respect to such Constituent Company Guarantor.

         (b) Secretary's Certificate. (i) 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 and the Agreements.

        (ii) The Parent Guarantor 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 Parent
Guaranty.

       (iii) Each Constituent Company Guarantor 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 Constituent Company Guaranty.

         Section 4.4. Parent Guaranty; Constituent Company Guaranty;
Intercreditor Agreement. (a) The Parent Guaranty and the Constituent Company
Guaranty shall have been duly authorized, executed and delivered by the
parties thereto and shall be in full force and effect.

         (b) The Intercreditor Agreement shall have been duly authorized,
executed and delivered by the Banks, the holders of the Notes, the holders of
the Parent Guarantor Notes, the Company, the Parent Guarantor and the
Constituent Company Guarantors and shall be in full force and effect.

         Section 4.5. Opinions of Counsel. You shall have received opinions in
form and substance satisfactory to you, dated the date of the Closing (a) from
Skadden, Arps, Slate, Meagher & Flom (Illinois), counsel for the Parent
Guarantor and certain of its Subsidiaries (excluding the Company) or Robert J.
Tortorello, General Counsel of the Parent Guarantor and its Subsidiaries,
covering the matters set forth in Exhibit 4.5(a) and covering such other
matters incident to the transactions contemplated hereby as you or your
counsel may reasonably request (and the Parent Guarantor hereby instructs its
counsel to deliver such opinion to you), (b) from Baker & McKenzie or Stewart
McKelvey Stirling Scales, special Canadian Counsel for the Company, covering
the matters set forth in Exhibit 4.5(b) and covering such other matters
incident to the transactions contemplated hereby as you or your counsel may
reasonably request and (c) from Chapman and Cutler, your special counsel in
connection with such transactions, substantially in the form set forth in
Exhibit 4.5(c) and covering such other matters incident to such transactions
as you may reasonably request.

         Section 4.6. Purchase Permitted by Applicable Law, Etc. On the date
of the Closing your purchase of Notes shall (a) be permitted by the laws and
regulations of each jurisdiction to which you are subject, without recourse to
provisions (such as Section 1405(a)(8) of the New York Insurance Law)
permitting limited investments by insurance companies without restriction as
to the character of the particular investment, (b) not violate any applicable
law or regulation (including, without limitation, Regulation T, U or X of the
Board of Governors of the Federal Reserve System) and (c) not subject you to
any tax, penalty or liability under or pursuant to any applicable law or
regulation, which law or regulation was not in effect on the date hereof. If
requested by you, you shall have received an Officer's Certificate certifying
as to such matters of fact as you may reasonably specify to enable you to
determine whether such purchase is so permitted.

         Section 4.7. Sale of Other Notes. Contemporaneously with the Closing,
(a) 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 and (b) the Parent Guarantor shall sell the Parent Guarantor
Notes pursuant to the Parent Guarantor Note Agreement.

         Section 4.8. Payment of Special Counsel Fees. Without limiting the
provisions of Section 13.1, the Company or the Parent Guarantor shall have
paid on or before the Closing the fees, charges and disbursements of your
special counsel referred to in Section 4.5 to the extent reflected in a
statement of such counsel rendered to the Company or the Parent Guarantor at
least one Business Day prior to the Closing.

         Section 4.9. 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 4.10. Changes in Corporate Structure. (a) Except as specified
in Schedule 4.10, 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 2.5 to the Parent Guaranty.

         (b) Except as specified in Schedule 4.10, the Parent Guarantor 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 2.5 of the Parent
Guaranty.

         (c) Except as specified in Schedule 4.10, no Constituent Company
Guarantor shall have changed its jurisdiction of incorporation or been a party
to any merger or consolidation or 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 2.5 of the Parent
Guaranty.

         Section 4.11. Funding Instructions. At least three Business Days
prior to the date of the Closing, you shall have received written instructions
executed by a Responsible Officer of the Company directing the manner of the
payment of funds and setting forth (i) the name and address of the transferee
bank, (ii) such transferee bank's ABA number, (iii) the account name and
number into which the purchase price for the Notes is to be deposited, and
(iv) the name and telephone number of the account representative responsible
for verifying receipt of such funds.

         Section 4.12. 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 that:

         Section 5.1. Organization; Power and Authority. (a) The Company is an
unlimited liability company duly organized, validly existing and in good
standing under the laws of its jurisdiction of organization, and is duly
qualified as a foreign business organization and is in good standing in each
jurisdiction in which such qualification is required by law, other than those
jurisdictions as to which the failure to be so qualified or in good standing
could not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect. The Company has the unlimited liability company 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. The Company is
subject to the relevant commercial law and civil law and is generally subject
to suit and it is not, nor do any of its properties or revenues, enjoy any
right of immunity from any judicial proceedings, including attachment prior to
judgment, attachment in aid of execution, execution of the judgment or
otherwise. The Company represents that the execution and delivery of this
Agreement and the Other Agreements and the Notes constitute private and
commercial acts rather than governmental or public acts of the Company.

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

         Section 5.3. Organization and Ownership of Shares of Subsidiaries;
Affiliates. The Company has no Subsidiaries. Schedule 5.3 contains (except as
noted therein) complete and correct lists (i) of the Company's Affiliates, and
(ii) of the Company's directors and senior officers.

         Section 5.4. Compliance with Laws, Other Instruments, Etc. (a) The
execution, delivery and performance by the Company of this Agreement and the
Notes will not (i) 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 under, any indenture, mortgage, deed of trust, loan,
purchase or credit agreement, lease, corporate charter or by-laws, or any
other agreement or instrument to which the Company is bound or by which the
Company or any of its properties may be bound or affected, (ii) 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 (iii) violate any provision of any
statute or other rule or regulation of any Governmental Authority applicable
to the Company, except, in each case, such as could not reasonably be expected
to result in a Material Adverse Effect.

         (b) The Notes and all other obligations under this Agreement of the
Company are direct and unsecured obligations of the Company ranking pari passu
as against the assets of the Company with all other existing unsecured
Indebtedness of the Company (actual or contingent) which is not expressed to
be subordinated or junior in rank to any other unsecured Indebtedness of the
Company.

         (c) All obligations under the Constituent Company Guaranties are
direct and unsecured obligations of the Constituent Company Guarantors ranking
pari passu as against the assets of the Constituent Company Guarantors with
all other present and future unsecured Indebtedness (actual or contingent) of
the Constituent Company Guarantors which is not expressed to be subordinated
or junior in rank to any other unsecured Indebtedness of the Constituent
Company Guarantors.

         Section 5.5. Governmental Authorizations, Etc. No consent, approval
or authorization of, or registration, filing or declaration with, any
Governmental Authority is required in connection with the execution, delivery
or performance by the Company of this Agreement or the Notes.

         Section 5.6. Litigation; Observance of Agreements, Statutes and
Orders (a) Except as disclosed in Schedule 5.6, there are no actions, suits or
proceedings pending or, to the knowledge of the Company, threatened against or
affecting the Company or any property of the Company in any court or before
any arbitrator of any kind or before or by any Governmental Authority that,
individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect.

         (b) The Company is not in default under any term of any agreement or
instrument to which it is a party or by which it is bound, or any order,
judgment, decree or ruling of any court, arbitrator or Governmental Authority
or is in violation of any applicable law, ordinance, rule or regulation
(including without limitation Environmental Laws) of any Governmental
Authority which default or violation, individually or in the aggregate, could
reasonably be expected to have a Material Adverse Effect.

         Section 5.7. Taxes The Company has filed all tax returns that are
required to have been filed in any jurisdiction, and have paid all taxes shown
to be due and payable on such returns and all other taxes and assessments
levied upon it or its properties, assets, income or franchises, to the extent
such taxes and assessments have become due and payable and before they have
become delinquent.

         Section 5.8. Title to Property; Leases. The Company has good and
sufficient title to its properties that individually or in the aggregate are
Material.

         Section 5.9. Licenses, Permits, Etc. Except as disclosed in Schedule
5.9,

         (a) the Company owns or possesses all licenses, permits, franchises,
authorizations, patents, copyrights, service marks, trademarks and trade
names, or rights thereto, that individually or in the aggregate are Material,
without known conflict with the rights of others;

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

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

         Section 5.10. Compliance with Pension Laws. (a) Each pension plan
maintained by the Company complies with all applicable statutes and
governmental rules and regulations, except where noncompliance, individually
or in the aggregate, would not have a Material Adverse Effect. The Company has
satisfied its funding obligations as required by applicable law for all
pension plans maintained by them, except where a failure to satisfy such
obligations would not, individually or in the aggregate, have a Material
Adverse Effect. The Company has not incurred a liability in connection with
the winding-up of a pension plan or the withdrawal from a multiemployer plan
which would have a Material Adverse Effect. There are no controversies pending
or threatened or anticipated between the Company and any of its employees
which would have a Material Adverse Effect, and there are no Material labor
disputes, grievances, arbitration proceedings or any strikes, work stoppages
or slow downs pending or threatened by the Company's employees and
representatives which would have a Material Adverse Effect.

         (b) The execution and delivery of this Agreement and the issuance and
sale of the Notes hereunder will not involve any transaction that is subject
to the prohibitions of Section 406 of ERISA or in connection with which a tax
could be imposed pursuant to Section 4975(c)(1)(A)-(D) of the Code. The
representation by the Company in the first sentence of this Section 5.10 is
made in reliance upon and subject to the accuracy of your representation in
Section 6.2 as to the sources of the funds used to pay the purchase price of
the Notes to be purchased by you.

         Section 5.11. 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 50 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 5.12. Use of Proceeds; Margin Regulations. The Company will
apply the proceeds of the sale of the Notes as set forth in Schedule 5.12. No
part of the proceeds from the sale of the Notes hereunder will be used,
directly or indirectly, for the purpose of buying or carrying any margin stock
within the meaning of Regulation U of the Board of Governors of the Federal
Reserve System (12 CFR 221), or for the purpose of buying or carrying or
trading in any securities under such circumstances as to involve the Company
in a violation of Regulation X of said Board (12 CFR 224) or to involve any
broker or dealer in a violation of Regulation T of said Board (12 CFR 220).
Margin stock does not constitute more than 1% of the value of the consolidated
assets of the Company and its Subsidiaries and the Company does not have any
present intention that margin stock will constitute more than 1% of the value
of such assets. As used in this Section, the terms "margin stock" and "purpose
of buying or carrying" shall have the meanings assigned to them in said
Regulation U.

         Section 5.13. Existing Indebtedness; Future Liens. (a) Schedule 5.13
sets forth a complete and correct list of all outstanding Indebtedness of the
Company as of the date hereof. The Company is not 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 and no event or condition exists with respect
to any Indebtedness of the Company 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.

         (b) Except as disclosed in Schedule 5.13, the Company has not agreed
or consented to cause or permit in the future (upon the happening of a
contingency or otherwise) any of its property, whether now owned or hereafter
acquired, to be subject to a Lien not permitted by Section 5.4 of the Parent
Guaranty.

         Section 5.14. Notes Rank Pari Passu. The obligations of the Company
under this Agreement and the Notes rank at least pari passu in right of
payment with all other senior unsecured Indebtedness (actual or contingent) of
the Company, including, without limitation, all senior unsecured Indebtedness
of the Company described in Schedule 5.13 hereto.

         Section 5.15. Environmental Matters. The Company has no knowledge of
any claim or has received any notice of any claim, and no proceeding has been
instituted raising any claim against the Company or any of its real properties
now or formerly owned, leased or operated by any of them or other assets,
alleging any damage to the environment or violation of any Environmental Laws,
except, in each case, such as could not reasonably be expected to result in a
Material Adverse Effect. Except as otherwise disclosed to you in writing:

                  (a) the Company has no knowledge of any facts which would
         give rise to any claim, public or private, of violation of
         Environmental Laws or damage to the environment emanating from,
         occurring on or in any way related to real properties now or formerly
         owned, leased or operated by any of them or to other assets or their
         use, except, in each case, such as could not reasonably be expected
         to result in a Material Adverse Effect;

                  (b) to the best of the Company's knowledge, the Company has
         not stored any Hazardous Materials on real properties now or formerly
         owned, leased or operated by it or has disposed of any Hazardous
         Materials in a manner contrary to any Environmental Laws in each case
         in any manner that could reasonably be expected to result in a
         Material Adverse Effect; and

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

SECTION 6. REPRESENTATIONS OF THE PURCHASER.

         Section 6.1. Purchase for Investment. You represent that you are
purchasing the Notes for your own account or for one or more separate accounts
maintained by you or for the account of one or more pension or trust funds, in
each case for investment and not with a view to the distribution thereof or
with any present intention of distributing or selling any of the Notes;
provided that the disposition of your or their property shall at all times be
within your or their control. You understand that the Notes have not been
registered under the Securities Act and may be resold only if registered
pursuant to the provisions of the Securities Act or if an exemption from
registration is available, except under circumstances where neither such
registration nor such an exemption is required by law, and that the Company is
not required to register the Notes. You further represent that you are not a
resident of Canada and you will not resell the Notes to any resident of
Canada, except in compliance with Canadian securities laws. You also
understand that the Notes have not been registered to qualify for sale under
any Canadian securities laws.

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

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

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

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

                  (d) the Source is a governmental plan; or

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

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

         If you or any subsequent transferee of the Notes indicates that you
or such transferee are relying on any representation contained in paragraph
(b), (c) or (e) above, the Company shall deliver on the date of Closing or on
the date of transfer, as applicable, a certificate, which shall either state
whether (i) it is a party in interest or 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, it or any "affiliate" (as defined
in Section V(c) of the QPAM Exemption) has at such time, and during the
immediately preceding one year, exercised the authority to appoint or
terminate said QPAM as manager of any plan identified in writing pursuant to
paragraph (c) above or to negotiate the terms of said QPAM's management
agreement on behalf of any such identified plan. As used in this Section 6.2,
the terms "employee benefit plan", "governmental plan", "party in interest"
and "separate account" shall have the respective meanings assigned to such
terms in Section 3 of ERISA.

SECTION 7. PREPAYMENT OF THE NOTES.

         Section 7.1. Required Prepayments. On September 30, 2002 and on each
September 30 thereafter to and including September 30, 2007, the Company will
prepay U.S. $4,200,000 principal amount (or such lesser principal amount as
shall then be outstanding) of the Notes at par, together with interest accrued
thereon to the date of such prepayment, but without payment of the Make-Whole
Amount or any premium; provided, that upon any partial prepayment of the Notes
pursuant to Section 7.2 or purchase of the Notes permitted by Section 7.6 the
principal amount of each required prepayment of the Notes becoming due under
this Section 7.1 on and after the date of such prepayment or purchase shall be
reduced in the same proportion as the aggregate unpaid principal amount of the
Notes is reduced as a result of such prepayment or purchase.

         Section 7.2. Optional Prepayments with Make-Whole Amount. The Company
may, at its option, upon notice as provided below, prepay at any time all, or
from time to time any part of, the Notes, in an amount not less than 10% of
the aggregate principal amount of the Notes then outstanding in the case of a
partial prepayment, at 100% of the principal amount so prepaid, together with
interest accrued thereon to the date of such prepayment, plus the Make-Whole
Amount determined for the prepayment date with respect to such principal
amount. The Company will give each holder of Notes written notice of each
optional prepayment under this Section 7.2 not less than 30 days and not more
than 60 days prior to the date fixed for such prepayment (which shall be a
Business Day). 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 7.4), and the interest to be paid on the prepayment date with respect
to such principal amount being prepaid, and shall be accompanied by a
certificate of a Senior Financial Officer as to the estimated Make-Whole
Amount due in connection with such prepayment (calculated as if the date of
such notice were the date of the prepayment), setting forth the details of
such computation. Two Business Days prior to such prepayment, the Company
shall deliver to each holder of Notes a certificate of a Senior Financial
Officer specifying the calculation of such Make-Whole Amount as of the
specified prepayment date.

         Section 7.3. Redemption for Reasons of Taxation. If in the good faith
opinion of the Board of Directors of the Company (which determination shall be
accompanied by a written opinion of an independent tax counsel of recognized
national standing to the same such effect), the Company would be obligated to
pay a Tax Reimbursement Amount of more than a de minimus amount (i.e., more
than 0.5% of the amount of interest due) pursuant to Section 12.3 as a result
of a change of tax law after the date of this Agreement, then and in such
event, but only in such event, on the occasion of any payment pursuant to
Section 12.3, the Company may, by giving written notice to each holder of the
Notes not less than 30 days nor more than 60 days before the date fixed for a
prepayment pursuant to this Section 7.3, prepay all (but not less than all) of
the outstanding Notes with respect to which any such amounts will be payable
by payment of the principal amount of the Notes and accrued interest thereon
to the date of such prepayment, together with any Tax Reimbursement Amount
then due and owing pursuant to Section 12.3, and a premium equal to the
Make-Whole Amount, determined as of two Business Days prior to the date of
such prepayment pursuant to this Section 7.3. At any time on or after the date
on which any holder of the Notes receives notice pursuant to this Section 7.3
that the Company intends to prepay the Notes held by such holder pursuant to
this Section 7.3, but not less than two Business Days prior to the date
scheduled for such prepayment, such holder may, by notice delivered to the
Company in the manner provided in Section 16, irrevocably waive any and all
right to any payment of any Tax Reimbursement Amount, such waiver to be
effective as of the date of delivery by the Company of such notice of
prepayment and to survive termination of this Agreement and payment in full of
the Notes, provided that no such waiver shall be deemed to constitute a waiver
of any right to receive payment of the Tax Reimbursement Amount in full under
Section 12.3 in respect of any other event or condition that shall have given
rise to the Company's prepayment right under this Section 7.3, including,
without limitation, any increase in the Tax Reimbursement Amount that a holder
of any Note would be entitled to receive under Section 12.3 notwithstanding
any waiver previously delivered pursuant to this Section 7.3. Effective upon
receipt of notice of such waiver, the Company shall then cease to have any
right of prepayment with respect to such Notes under this Section 7.3 in
respect of the Tax to which the notice relates. True, correct and complete
copies of any determination by the Board of Directors of the Company as to the
existence of any such obligation to pay a Relevant Tax as hereinabove
contemplated and the opinion of independent tax counsel of recognized standing
to the same such effect shall be furnished to each holder of the Notes which
accepts prepayment thereof pursuant to this Section 7.3 concurrently with such
prepayment.

         Section 7.4. Allocation of Partial Prepayments. In the case of each
partial prepayment of the Notes pursuant to Section 7.2, 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. All
partial prepayments made pursuant to Section 7.3 shall be applied as therein
provided.

         Section 7.5. Maturity; Surrender, Etc. In the case of each prepayment
of Notes pursuant to this Section 7, 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 7.6. Purchase of Notes. The Company will not and will not
permit any Affiliate to purchase, redeem, prepay or otherwise acquire,
directly or indirectly, any of the outstanding Notes except upon the payment
or prepayment of the Notes in accordance with the terms of this Agreement and
the Notes. The Company will promptly cancel all Notes acquired by the Parent
Guarantor or any of its Subsidiaries (including, without limitation, the
Company) 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 7.7. Make-Whole Amount. The term "Make-Whole Amount" means,
with respect to any Note, an amount equal to the excess, if any, of the
Discounted Value of the Remaining Scheduled Payments with respect to the
Called Principal of such Note over the amount of such Called Principal;
provided that the Make-Whole Amount may in no event be less than zero. For the
purposes of determining the Make-Whole Amount, the following terms have the
following meanings:

                  "Called Principal" means, with respect to any Note, the
         principal of such Note that is to be prepaid pursuant to Section 7.2
         or has become or is declared to be immediately due and payable
         pursuant to Section 10.1, 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, .50% over the yield to maturity implied by (a)
         the yields reported, as of 10:00 A.M. (New York City time) on the
         second Business Day preceding the Settlement Date with respect to
         such Called Principal, on the display designated as "Page USD" of the
         Bloomberg Financial Markets Services Screen (or, if not available,
         any other national recognized trading screen reporting on-line
         intraday trading in the U.S. Treasury securities) for actively traded
         on-the-run U.S. Treasury securities having a maturity equal to the
         Remaining Average Life of such Called Principal as of such Settlement
         Date, or (b) if such yields are not reported as of such time or the
         yields reported as of such time are not ascertainable (including by
         way of interpolation), the Treasury Constant Maturity Series Yields
         reported, for the latest day for which such yields have been so
         reported as of the second Business Day preceding the Settlement Date
         with respect to such Called Principal, in Federal Reserve Statistical
         Release H.15 (519) (or any comparable successor publication) for
         actively traded U.S. Treasury securities having a constant maturity
         equal to the Remaining Average Life of such Called Principal as of
         such Settlement Date. Such implied yield will be determined, if
         necessary, by (i) converting U.S. Treasury bill quotations to
         bond-equivalent yields in accordance with accepted financial practice
         and (ii) interpolating linearly between (1) the actively traded
         on-the-run U.S. Treasury security with the maturity closest to and
         greater than the Remaining Average Life and (2) the actively traded
         on-the-run U.S. Treasury security with the maturity closest to and
         less than the Remaining Average Life.

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

                  "Remaining Scheduled Payments" means, with respect to the
         Called Principal of any Note, all payments of such Called Principal
         and interest thereon that would be due after the Settlement Date with
         respect to such Called Principal if no payment of such Called
         Principal were made prior to its scheduled due date; provided that if
         such Settlement Date is not a date on which interest payments are due
         to be made under the terms of the Notes, then the amount of the next
         succeeding scheduled interest payment will be reduced by the amount
         of interest accrued to such Settlement Date and required to be paid
         on such Settlement Date pursuant to Section 7.2 or 10.1.

                  "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 7.2 or has become or is declared to be
         immediately due and payable pursuant to Section 10.1, as the context
         requires.

SECTION 8. AFFIRMATIVE COVENANTS OF THE COMPANY.

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

         Section 8.1. Compliance with Law. (a) 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, all Environmental Laws, and will obtain and maintain in
effect all licenses, certificates, permits, franchises and other governmental
authorizations necessary to the ownership of their respective properties or to
the conduct of their respective businesses, in each case to the extent
necessary to ensure that non-compliance with such laws, ordinances or
governmental rules or regulations or failures to obtain or maintain in effect
such licenses, certificates, permits, franchises and other governmental
authorizations could not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect.

         (b) Without limiting clause (a) of this Section 8.1, the Company will
not, and will not permit any of its Subsidiaries, to take any action that
would cause any supplemental pension plan, any employee pension arrangement or
any employee benefit plan maintained by it to be terminated in a manner which
could reasonably be anticipated to result in the imposition of a Material Lien
on any property of the Company or any Subsidiary pursuant to any Canadian
Federal or provincial law, nor will the Company or any of its Subsidiaries
withdraw from any multiemployer plan if such withdrawal would subject the
Company or any of its Subsidiaries to a liability that would have a Material
Adverse Effect.

         Section 8.2. 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 8.3. 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), so that the business
carried on in connection therewith may be properly conducted at all times;
provided that this Section 8.3 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 could not, individually or in
the aggregate, reasonably be expected to have a Material Adverse Effect.

         Section 8.4. Payment of Taxes and Claims. The Company will, and will
cause each of its Subsidiaries to, file all tax returns required to be filed
in any jurisdiction and to pay and discharge all taxes shown to be due and
payable on such returns and all other taxes, assessments, governmental
charges, or levies imposed on them or any of their properties, assets, income
or franchises, to the extent such taxes and assessments have become due and
payable and before they have become delinquent and all claim for which sums
have become due and payable that have or might become a Lien on properties or
assets of the Company or any Subsidiary; provided that neither the Company nor
any Subsidiary need pay any such tax or assessment or claims if (a) 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 a Subsidiary has established adequate reserves therefor in
accordance with GAAP on the books of the Company or such Subsidiary or (b) the
nonpayment of all such taxes and assessments in the aggregate could not
reasonably be expected to have a Material Adverse Effect.

         Section 8.5. Corporate Existence, Etc.. The Company will at all times
preserve and keep in full force and effect its corporate existence. Subject to
Section 8.8, 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 could not, individually or in the
aggregate, have a Material Adverse Effect.

         Section 8.6. Nature of Business. Neither the Company nor any
Subsidiary will engage in any business if, as a result, the general nature of
the business, taken on a consolidated basis, which would then be engaged in by
the Company and its Subsidiaries would be substantially changed from the
general nature of the business engaged in by the Company and its Subsidiaries
on the date of this Agreement.

         Section 8.7. Notes to Rank Pari Passu. The Notes and all other
obligations under this Agreement of the Company are and at all times shall
remain direct and unsecured obligations of the Company ranking pari passu as
against the assets of the Company with all other Notes from time to time issued
and outstanding hereunder without any preference among themselves and pari passu
with all other present and future unsecured Indebtedness (actual or contingent)
of the Company which is not expressed to be subordinate or junior in rank to any
other unsecured Indebtedness of the Company.

         Section 8.8. Mergers and Consolidations and Sales of Assets. The
Company will not, and will not permit any of its Subsidiaries to, consolidate
or amalgamate with or be a party to a merger with any other Person (except
that a Subsidiary of the Company may consolidate with, amalgamate with or
merge with, or convey or transfer substantially all of its assets to, the
Company or another Wholly-Owned Subsidiary of the Company), or sell or
otherwise dispose of all or substantially all of its assets; provided that the
Company may consolidate, merge or amalgamate with or into any other
corporation if (a) the corporation which results from such consolidation,
merger or amalgamation (the "surviving corporation") is organized under the
laws of Canada or any province thereof or any state of the United States or
the District of Columbia, (b) the due and punctual payment of the principal of
and premium, if any, and interest on all of the Notes, according to their
tenor, and the due and punctual performance and observation of all of the
covenants in the Notes and this Agreement to be performed or observed by the
Company are expressly assumed in writing by the surviving corporation and the
surviving corporation shall furnish to the holders of the Notes an opinion of
counsel satisfactory to such holders to the effect that the instrument of
assumption has been duly authorized, executed and delivered and constitutes
the legal, valid and binding contract and agreement of the surviving
corporation enforceable in accordance with its terms, except as enforcement of
such terms may be limited by bankruptcy, insolvency, reorganization,
moratorium and similar laws affecting the enforcement of creditors' rights
generally and by general equitable principles, (c) the Parent Guarantor
confirms in writing its obligations under the Parent Guaranty, (d) each
Constituent Company Guarantor confirms in writing its obligations under and
pursuant to the Constituent Company Guaranty to which it is a party, and (e)
at the time of such consolidation, merger or amalgamation and immediately
after giving effect thereto, no Default or Event of Default would exist.

SECTION 9. 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 Section 8.8; or

                  (d) the Company defaults in the performance of or compliance
         with any term contained herein (other than those referred to in
         paragraphs (a), (b) and (c) of this Section 9) or the Parent
         Guarantor defaults in the performance of or compliance with any term
         contained in the Parent Guaranty and in any such case such default is
         not remedied within 30 days after the earlier of (i) a Responsible
         Officer of the Parent Guarantor or the Company obtaining actual
         knowledge of such default and (ii) the Parent Guarantor or the
         Company receiving written notice of such default from any holder of a
         Note (any such written notice to be identified as a "notice of
         default" and to refer specifically to this paragraph (d) of Section
         9); or

                  (e) any representation or warranty made in writing by or on
         behalf of the Company, the Parent Guarantor or any Constituent
         Company Guarantor or by any officer of the Company, the Parent
         Guarantor or any Constituent Company Guarantor in this Agreement, the
         Parent Guaranty or the Constituent Company Guaranty, as the case may
         be, or in any writing furnished in connection with the transactions
         contemplated hereby or thereby proves to have been false or incorrect
         in any Material respect on the date as of which made; or

                  (f) (i) the Parent Guarantor or any Subsidiary (including,
         without limitation, the Company) is in default (as principal or as
         guarantor or other surety) in the payment of any principal of or
         premium or Make-Whole Amount or interest on any Indebtedness that is
         outstanding in an aggregate principal amount of at least U.S.
         $5,000,000 (or the Canadian Equivalent Amount) beyond any period of
         grace provided with respect thereto, or (ii) the Parent Guarantor or
         any Subsidiary (including, without limitation, the Company) 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 U.S. $5,000,000 (or the Canadian Equivalent
         Amount) 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 (iii) as a consequence of the
         occurrence or continuation of any event or condition (other than the
         passage of time or the right of the holder of Indebtedness to convert
         such Indebtedness into equity interests), (1) the Company or any
         Subsidiary has become obligated to purchase or repay Indebtedness
         before its regular maturity or before its regularly scheduled dates
         of payment in an aggregate outstanding principal amount of at least
         U.S. $5,000,000 (or the Canadian Equivalent Amount), or (2) one or
         more Persons have the right to require the Company or any Subsidiary
         so to purchase or repay such Indebtedness; or

                  (g) the Parent Guaranty shall cease to be in full force and
         effect for any reason whatsoever, including, without limitation, a
         determination by any Governmental Authority that such Parent Guaranty
         is invalid, void or unenforceable or the Parent Guarantor shall
         contest or deny in writing the enforceability of any of its
         obligations under the Parent Guaranty; or

                  (h) the Constituent Company Guaranty shall cease to be in
         full force and effect for any reason whatsoever with respect to one
         or more of the Constituent Company Guarantors, including, without
         limitation, a determination by any Governmental Authority that any
         Constituent Company Guaranty is invalid, void or unenforceable with
         respect to one or more of the Constituent Company Guarantors or the
         Constituent Company Guarantor shall contest or deny in writing the
         validity or enforceability of any of its obligations under the
         Constituent Company Guaranty; or

                  (i) the Parent Guarantor or any Subsidiary (including,
         without limitation, the Company) (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

                  (j) a court or governmental authority of competent
         jurisdiction enters an order appointing, without consent by the
         Parent Guarantor or any of its Subsidiaries (including, without
         limitation, the Company), 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 Parent Guarantor or any
         of its Subsidiaries (including, without limitation, the Company), or
         any such petition shall be filed against the Parent Guarantor or any
         of its Subsidiaries (including, without limitation, the Company) and
         such petition shall not be dismissed within 60 days; or

                  (k) a final judgment or judgments for the payment of money
         aggregating in excess of U.S. $5,000,000 (or the Canadian Equivalent
         Amount) (excluding for purposes of such determination such amount of
         any insurance proceeds paid by or on behalf of the Parent Guarantor
         or any of its Subsidiaries in respect of such judgment or judgments
         or unconditionally acknowledged in writing to be payable by the
         insurance carrier that issued the related insurance policy) are
         rendered against one or more of the Parent Guarantor and its
         Subsidiaries (including, without limitation, the Company) 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

                  (l) if (i) any Plan shall fail to satisfy the minimum
         funding standards of ERISA or the Code for any plan year or part
         thereof or a waiver of such standards or extension of any
         amortization period is sought or granted under section 412 of the
         Code, (ii) a notice of intent to terminate any Plan shall have been
         or is reasonably expected to be filed with the PBGC or the PBGC shall
         have instituted proceedings under ERISA Section 4042 to terminate or
         appoint a trustee to administer any Plan or the PBGC shall have
         notified the Parent Guarantor or any ERISA Affiliate that a Plan may
         become a subject of any such proceedings, (iii) the aggregate "amount
         of unfunded benefit liabilities" (within the meaning of Section
         4001(a)(18) of ERISA) under all Plans, determined in accordance with
         Title IV of ERISA, shall exceed U.S. $3,700,000, (iv) the Parent
         Guarantor or any ERISA Affiliate shall have incurred or is reasonably
         expected to incur any liability pursuant to Title I or IV of ERISA or
         the penalty or excise tax provisions of the Code relating to employee
         benefit plans, (v) the Parent Guarantor or any ERISA Affiliate
         withdraws from any Multiemployer Plan, or (vi) the Parent Guarantor
         or any Subsidiary establishes or amends any employee welfare benefit
         plan that provides post-employment welfare benefits in a manner that
         would increase the liability of the Parent Guarantor or any
         Subsidiary thereunder; and any such event or events described in
         clauses (i) through (vi) above, either individually or together with
         any other such event or events, could reasonably be expected to have
         a Material Adverse Effect.

As used in Section 9(l), 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 10. REMEDIES ON DEFAULT, ETC.

         Section 10.1. Acceleration. (a) If an Event of Default with respect
to the Parent Guarantor or the Company described in paragraph (i) or (j) of
Section 9 (other than an Event of Default described in clause (i) of paragraph
(i) or described in clause (vi) of paragraph (i) by virtue of the fact that
such clause encompasses clause (i) of paragraph (i)) has occurred, all the
Notes then outstanding shall automatically become immediately due and payable.

         (b) If any other Event of Default has occurred and is continuing, any
holder or holders of not less than 50% in principal amount of the Notes at the
time outstanding may at any time at its or their option, by notice or notices
to the Company and the Parent Guarantor, declare all the Notes then
outstanding to be immediately due and payable.

         (c) If any Event of Default described in paragraph (a) or (b) of
Section 9 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 and the Parent Guarantor,
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 10.1,
whether automatically or by declaration, such Note will forthwith mature and
the entire unpaid principal amount of such Note, plus (i) all accrued and
unpaid interest thereon and (ii) the Make-Whole Amount determined in respect
of such principal amount (to the full extent permitted by applicable law),
shall all be immediately due and payable, in each and every case without
presentment, demand, protest or further notice, all of which are hereby
waived. The Company acknowledges, and the parties hereto agree, that each
holder of a Note has the right to maintain its investment in the Notes free
from repayment by the Company or the Parent Guarantor (except as herein
specifically provided for), and that the provision for payment of a Make-Whole
Amount by the Company in the event that the Notes are prepaid or are
accelerated as a result of an Event of Default, is intended to provide
compensation for the deprivation of such right under such circumstances.

         Section 10.2. 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 10.1, 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 10.3. Rescission. At any time after any Notes have been
declared due and payable pursuant to clause (b) or (c) of Section 10.1, the
holders of more than 50% in principal amount of the Notes then outstanding, by
written notice to the Company and the Parent Guarantor, 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 15, 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 10.3 will extend to or affect any subsequent
Event of Default or Default or impair any right consequent thereon.

         Section 10.4. 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 13,
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 10, including, without
limitation, reasonable attorneys' fees, expenses and disbursements.

SECTION 11. REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES.

         Section 11.1. Registration of Notes. (a) The Company shall keep at
its principal executive office a register for the registration and
registration of transfers of Notes. The name and address of each holder of one
or more Notes, each transfer thereof and the name and address of each
transferee of one or more Notes shall be registered in such register. Prior to
due presentment for registration of transfer, the Person in whose name any
Note shall be registered shall be deemed and treated as the owner and holder
thereof for all purposes hereof, and the Company shall not be affected by any
notice or knowledge to the contrary. The Company shall give to any holder of a
Note that is an Institutional Investor promptly upon request therefor, a
complete and correct copy of the names and addresses of all registered holders
of Notes.

         (b) Without limiting clause (a) of this Section 11.1, the Company
upon receipt of notice of any such transfer, shall request in writing that
such transferee become a party to the Intercreditor Agreement as required by
the terms thereof, and such transferee by its acceptance of any Note in
connection with any such transfer, agrees to so become a party to the
Intercreditor Agreement and shall enter into such Intercreditor Agreement
within ten Business Days of the date of such written request by the Company.
The Company shall promptly after the execution and delivery of the
Intercreditor Agreement by such transferee, deliver an executed or true and
correct copy of the evidence of such transferee so becoming a party to the
Intercreditor Agreement.

         Section 11.2. 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 U.S. $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 U.S.
$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.

         Section 11.3. 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 U.S. $25,000,000, such
         Person's own unsecured agreement of indemnity shall be deemed to be
         satisfactory), or

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

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

SECTION 12. PAYMENTS ON NOTES.

         Section 12.1. Place of Payment. Subject to Section 12.2, payments of
principal, Make-Whole Amount, if any, and interest becoming due and payable on
the Notes shall be made in Deerfield, Illinois at the principal office of the
Parent Guarantor. 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 12.2. Home Office Payment. So long as you or your nominee
shall be the registered holder of any Note, and notwithstanding anything
contained in Section 12.1 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 12.1. 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 11.2. The
Company will afford the benefits of this Section 12.2 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 12.2.

         Section 12.3. Gross-Up of Payments Subject to Taxes. In the event of
the imposition by or for the account of any Governmental Authority (the
"Taxing Authority") of Canada or any other country or jurisdiction from or
through which any payment in respect of any Note or this Agreement, as it
relates to any Note, is made by the Company or which is a jurisdiction of
residence of the Company for tax purposes (any such Authority or jurisdiction
is hereinafter a "Taxing Jurisdiction") of any Tax which requires the Company
to make a deduction or withholding in respect of such Tax from any payment in
respect of any Note or this Agreement, as it relates to any Note (each such
payment is referred to herein as a "Note-Related Payment"), the Company hereby
agrees to pay, as additional interest, forthwith from time to time in
connection with such Note-Related Payment to the holder of the Note entitled
to such Note-Related Payment such amount (the "Tax Reimbursement Amount") as
shall be required so that such Note-Related Payment received by such holder
will, after the deduction or withholding of or other payment for or on account
of such Tax and any interest or penalties relating thereto as well as any
additional Taxes to be withheld or deducted in respect of such Tax
Reimbursement Amount, be equal to the amount due and payable to such holder in
respect of such Note-Related Payment before the imposition or assessment of
such Tax, provided that:

                  (i) in the case where such holder is not resident (for the
         purposes of the US/Canada Tax Treaty or any other applicable double
         tax treaty between the United States of America and the Taxing
         Jurisdiction) in the United States of America, the Company shall not
         be obligated to pay any such Tax Reimbursement Amount to such holder
         in excess of the hypothetical Tax Reimbursement Amount which the
         Company would have been obligated to pay hereunder if authorization
         could have been obtained under the double tax treaty between the
         United States of America and the Taxing Jurisdiction in force at the
         relevant time in order for the Company to make the Note-Related
         Payment to such holder either with no deduction or withholding of
         such Taxes or with a deduction or withholding of a lesser amount in
         respect of such Taxes as if the Notes held by such holder were
         beneficially owned at all relevant times by Persons who were resident
         in the United States of America for the purposes of such treaty and
         were otherwise eligible in full for all benefits and exceptions
         available under such treaty with respect to interest received from
         the Company in respect of the Notes;

                  (ii) the Company shall not be obligated to pay any such Tax
         Reimbursement Amount to such holder in respect of any Taxes which
         would not have been imposed but for the existence of any present or
         former connection (other that the mere holding of a Note) between
         such holder and Canada or any political subdivision or territory or
         possession thereof or therein or area subject to its jurisdiction,
         including, without limitation, such holder's being or having been a
         citizen or resident thereof, being or having been present or engaged
         in trade or business therein or having or having had a permanent
         establishment or fixed base therein;

                  (iii) the Company shall not be obligated to pay any such Tax
         Reimbursement Amount to such holder in respect of any Taxes that
         constitute estate, inheritance, gift, sale, transfer, personal
         property, capital gains or similar tax, assessments or governmental
         charges;

                  (iv) the Company shall not be obligated to pay any such Tax
         Reimbursement Amount to such holder to the extent of the imposition
         of any Tax by reason of:

                           (A) such holder's not being eligible in full for
                  the benefits and exemptions available under the double
                  taxation treaty then in effect between the Taxing
                  Jurisdiction and the United States of America in relation to
                  interest received by such holder from the Company
                  (including, without limitation, in respect of the Notes (x)
                  being exempt from the United States of America taxes on
                  income with respect to interest on the Notes of such holder,
                  or (y) as a result of a connection between the holder and
                  the Company (other than through holding the Notes)) if
                  authorization could have been obtained under the double tax
                  treaty then in effect between the United States of America
                  and the Taxing Jurisdiction for the Company to make the
                  payment from which such Tax was deducted or withheld without
                  deduction or withholding of such Tax had the Notes held by
                  such holder been beneficially owned at all relevant times by
                  a Person who was (1) a resident of the United States of
                  America for the purposes of such treaty, and (2) otherwise
                  eligible in full for all benefits and exemptions available
                  under such treaty with respect to interest received from the
                  Company, assuming that the Company and such holder had made
                  and obtained all relevant claims and authorizations required
                  under such treaty,

                           (B) that failure to comply by such holder with a
                  written request of the Company addressed to such holder to
                  provide information concerning the nationality, residence,
                  domicile or identity of such holder or information as to if,
                  and where, any declaration of residence, domicile or other
                  similar claim or reporting requirement described in
                  subclause (C) hereof has been made by such holder,

                           (C) the failure by such holder after written
                  request by the Company to make any aforesaid declaration of
                  residence, domicile or other claim or reporting requirement,
                  or to provide such commercially customary information or
                  certification to a taxation authority, as is required by a
                  statute, treaty or regulation of the Taxing Jurisdiction
                  (including a claim (or a requirement to provide information
                  relating to such a claim) under any international treaty
                  between the United States of America and such Taxing
                  Jurisdiction providing for the avoidance of double taxation)
                  as a precondition to exemption from all or part of such Tax,
                  in the case of you, within 60 days after the date of the
                  Closing, in the case of any payment hereunder, at least 90
                  days prior to the date of such payment, and in respect of
                  any subsequent holder of Notes, at least 90 days prior to
                  the date of the next payment in respect of such holder,
                  provided that no holder of a Note shall be considered to
                  have delayed or failed to make any such declaration or to
                  file any form (x) that would involve the disclosure of
                  confidential or proprietary tax return or other information,
                  (y) if such holder has filed the appropriate forms in
                  respect of such declaration with the United States Internal
                  Revenue Service or Revenue Canada (or other appropriate
                  authority) at least 60 days prior to the payment in question
                  or (z) in the case of forms or declarations whether or not
                  required under existing law and practices as of the date of
                  the Closing, unless the Company has requested that such
                  forms or declarations be filed (and has furnished such forms
                  or declarations to such holder) and such holder has had a
                  reasonable period of time (not less than 90 days) to file
                  such forms or declarations, or

I                            (D) any combination of subclauses (A), (B) and (C)
                  above;

                  nothing in this clause (iv) shall be construed to impose any
                  obligation on you or any other such holder (or any other
                  Person mentioned in subclause (A) above) to contest any
                  determination by the Taxing Authority in respect of such
                  declarations, reports or forms or to require, or be deemed
                  to require, the disclosure by you or any other such holder
                  of any confidential or proprietary information.

Not later than 30 days after the date of the Closing, the Company will furnish
you with copies of the appropriate form currently required to be filed in
Canada pursuant to paragraph (C) above, and in connection with the transfer of
any Note pursuant to Section 11.2, the Company will furnish the transferee of
such Note with copies of all forms then required.

         (b) Receipt of Taxes. As soon as reasonably practicable after the
date of any payment by the Company of any Tax required by law to be deducted
or withheld in respect of any Note-Related Payment, the Company shall furnish
to each affected holder of a Note a certified copy of the original tax receipt
(if such a receipt has been issued and, if such tax receipt has not then been
issued, the Company shall furnish a copy thereof to such affected holder as
soon as reasonably practicable after such tax receipt is so issued). If the
Company shall have determined, with respect to any holder of Notes, that a
deduction or withholding of Tax from Note-Related Payments shall be required
to be made to such holder and that no Tax Reimbursement Amount will be payable
to such holder under this Section 12.3 in respect of such Tax, the Company
will use its best efforts to inform such holder of the imposition or
withholding of such Tax and of the applicable exemption set forth in this
Section 12.3 that releases the Company from the obligation to pay a Tax
Reimbursement Amount in respect thereof.

         (c) Payment of Taxes to Taxing Jurisdiction. If any deduction or
withholding for Tax shall at any time be required by the laws of a Taxing
Jurisdiction in respect of any Note-Related Payments to a holder of Notes, the
Company will promptly pay over to the Taxing Authority imposing such Tax the
full amount required to be deducted or withheld in respect thereof (including,
without limitation, the full amount of any Tax required to be deducted or
withheld from or otherwise paid in respect of any related Tax Reimbursement
Amount).

         (d) Survival of Obligations. The obligations of the Company under
this Section 12.3 will survive the payment or transfer of any Note and the
termination of this Agreement.

SECTION 13. EXPENSES, ETC..

         Section 13.1. Transaction Expenses. Whether or not the transactions
contemplated hereby are consummated, the Company will pay or will cause the
Parent Guarantor to pay all costs and expenses (including reasonable
attorneys' fees of a special counsel and, if reasonably required, local or
other counsel) incurred by you and each Other Purchaser or holder of a Note in
connection with such transactions and in connection with any amendments,
waivers or consents under or in respect of this Agreement, the Notes, the
Parent Guaranty, the Constituent Company Guaranty or the Intercreditor
Agreement (whether or not such amendment, waiver or consent becomes
effective), including, without limitation: (a) the costs and expenses incurred
in enforcing or defending (or determining whether or how to enforce or defend)
any rights under this Agreement, the Notes, the Parent Guaranty, the
Constituent Company Guaranty or the Intercreditor Agreement or in responding
to any subpoena or other legal process or informal investigative demand issued
in connection with this Agreement, the Notes, the Parent Guaranty, the
Constituent Company Guaranty or the Intercreditor Agreement, or by reason of
being a holder of any Note, and (b) the costs and expenses, including
financial advisors' fees, incurred in connection with the insolvency or
bankruptcy of the Parent Guarantor, by any Subsidiary (including, without
limitation, the Company) or in connection with any work-out or restructuring
of the transactions contemplated hereby and by the Notes or by the Parent
Guaranty, any Constituent Company Guaranty or the Intercreditor Agreement. The
Company and the Parent Guarantor jointly and severally will pay, and will save
you and each other holder of a Note harmless from, all claims in respect of
any fees, costs or expenses, if any, of brokers and finders (other than those
retained by you).

         Section 13.2. Survival. The obligations of the Company under this
Section 13 will survive the payment or transfer of any Note, the enforcement,
amendment or waiver of any provision of this Agreement, the Notes, the Parent
Guaranty or the Constituent Company Guaranty, and the termination of this
Agreement.

SECTION 14. 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 or the Parent
Guarantor pursuant to this Agreement shall be deemed representations and
warranties of the Company or the Parent Guarantor, as the case may be, under
this Agreement or the Parent Guaranty, as the case may be. 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 15. AMENDMENT AND WAIVER.

         Section 15.1. 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, the Parent Guarantor 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 18 hereof, or any defined term (as it is used therein), will be
effective as to you unless consented to by you in writing, and (b) no such
amendment or waiver may, without the written consent of the holder of each
Note at the time outstanding affected thereby, (i) subject to the provisions
of Section 10 relating to acceleration or rescission, change the amount or
time of any prepayment or payment of principal of, or change 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 7, 9(a), 9(b), 10 or 15.

         Section 15.2. Solicitation of Holders of Notes.

         (a) Solicitation. The Company will provide each holder of the Notes
(irrespective of the amount of Notes then owned by it) with sufficient
information, sufficiently far in advance of the date a decision is required,
to enable such holder to make an informed and considered decision with respect
to any proposed amendment, waiver or consent in respect of any of the
provisions hereof or of the Notes. The Company will deliver executed or true
and correct copies of each amendment, waiver or consent effected pursuant to
the provisions of this Section 15 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 15.3. Binding Effect, Etc. Any amendment or waiver consented
to as provided in this Section 15 applies equally to all holders of Notes and
is binding upon them and upon each future holder of any Note and upon the
Company and the Parent Guarantor 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 Parent Guarantor or any of its
Subsidiaries (including, without limitation, 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 15.4. 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 Parent Guarantor or any of its Subsidiaries
(including, without limitation, the Company) or any of the Affiliates of the
Parent Guarantor shall be deemed not to be outstanding.

SECTION 16. 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 and the
         Parent Guarantor 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
         and the Parent Guarantor in writing,

                  (iii) if to the Company, to the Company at its address set
         forth at the beginning hereof to the attention of the Treasurer, or
         at such other address as the Company shall have specified to the
         holder of each Note in writing (with any notice or communication by
         telefacsimile to be to the Company c/o the Parent Guarantor at
         847-236-0503), or

                  (iv) if to the Parent Guarantor, to the Parent Guarantor at
         Three Parkway North, Deerfield, Illinois 60015, to the attention of
         the Treasurer, or at such other address as the Parent Guarantor shall
         have specified to the holder of each Note in writing (with any notice
         or communication by telefacsimile to be to the Parent Guarantor at
         847-236-0503).

Notices under this Section 16 will be deemed given only when actually received.

SECTION 17. 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 17 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 18. 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 Parent Guarantor, 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 18), 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 Parent Guarantor of
notice of such transfer, wherever the word "you" is used in this Agreement
(other than in this Section 18), 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 19. MISCELLANEOUS.

         Section 19.1. Currency of Payments, Indemnification. Any payment made
by the Company to any holder of the Notes or for the account of any such
holder in respect of any amount payable by the Company shall be made in U.S.
Dollars. Any amount received or recovered by such holder other than in U.S.
Dollars (whether as a result of, or of the enforcement of, a judgment or order
of any court, or in the liquidation or dissolution of the Company or
otherwise) in respect of any such sum expressed to be due hereunder or under
the Notes shall constitute a discharge of the Company only to the extent of
the amount of U.S. Dollars which such holder is able, in accordance with
normal banking procedures, to purchase with the amount so received or
recovered in that other currency on the date of the receipt or recovery (or,
if it is not practicable to make that purchase on such date, on the first date
on which it is practicable to do so). If the amount of U.S. Dollars so
purchased is less than the amount of U.S. Dollars expressed to be due
hereunder or under the Notes, the Company shall indemnify such holder against
any loss sustained by such holder as a result, and in any event, the Company
shall indemnify such holder against the cost of making any such purchase.
These indemnities shall constitute a separate and independent obligation from
the other obligations herein and in the Notes, shall give rise to a separate
and independent cause of action, shall apply irrespective of any indulgence
granted by any such holder, shall continue in full force and effect despite
any judgment, order, claim or proof for a liquidated amount in respect of any
such sum due hereunder or under any Note or any judgment or order and shall
survive the payment of the Notes and the termination of this Agreement.

         Section 19.2. Interest Act of Canada. Solely for purposes of the
Interest Act of Canada (R.S.C., c.I-15) and in respect of all or any portion
of a calendar year, the annual rate of interest to which any interest rate
herein is equal is such rate multiplied by a fraction, the numerator of which
is the total number of days in such year and the denominator of which is 360.

         Section 19.3. Time. Time shall be of the essence of this Agreement.
The mere lapse of the time provided for the Company to perform its obligations
or the arrival of the term shall automatically create a default, without any
notice being required.

         Section 19.4. Successors and Assigns. All covenants and other
agreements contained in this Agreement by or on behalf of any of the parties
hereto bind and inure to the benefit of their respective successors and
assigns (including, without limitation, any subsequent holder of a Note)
whether so expressed or not.

         Section 19.5. 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 19.6. 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 19.7. Construction. Each covenant contained herein shall be
construed (absent express provision to the contrary) as being independent of
each other covenant contained herein, so that compliance with any one covenant
shall not (absent such an express contrary provision) be deemed to excuse
compliance with any other covenant. Where any provision herein refers to
action to be taken by any Person, or which such Person is prohibited from
taking, such provision shall be applicable whether such action is taken
directly or indirectly by such Person.

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

         Section 19.8. 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 19.9. Maximum Interest. Notwithstanding any provision to the
contrary contained in this Agreement, in no event shall the aggregate
"interest" (as defined in Section 347 of the Criminal Code (Canada), as
amended from time to time) payable under this Agreement exceed the effective
annual rate of interest on the "credit advanced" (as defined in that Section)
under this Agreement lawfully permitted under that Section and, if any
payment, collection or demand pursuant to this Agreement in respect of such
"interest" is determined to be contrary to the provisions of Section 347, such
payment, collection or demand over the amount lawfully permitted under such
Section shall be deemed to have been made by mutual mistake of the Company and
the holders and the amount of such payment or collection shall be refunded to
the Company or deducted from the interest paid or payable by the Company, and
this Agreement shall be deemed modified accordingly without the necessity of
any further act or deed of the holders and the Company to give effect to the
above. For purposes hereof the effective annual rate of interest shall be
determined in accordance with generally accepted actuarial practices and
principles over the term of this Agreement on the basis of annual compounding
of the rate lawfully permitted under that Section, and in the event of
dispute, a certificate of a Fellow of the Canadian Institute of Actuaries
appointed by the holders will be conclusive for the purposes of determination.

         Section 19.10. 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.

         Section 19.11. Submission to Jurisdiction. The Company hereby
irrevocably submits and consents to the jurisdiction of the federal court
located within the Northern District of Illinois, State of Illinois (or if
such court lacks jurisdiction, the State courts located therein), and
irrevocably agrees that all actions or proceedings relating to this Agreement
and the Notes may be litigated in such courts, and the Company waives any
objection which it may have based on improper venue or forum non conveniens to
the conduct of any proceeding in any such court and waives personal service of
any and all process upon it, and consents that all such service of process be
made by delivery to it at the address of the Company set forth in Section 16
above or to its agent referred to below at such agent's address set forth
below (with a courtesy copy to the Company at the address set forth in Section
16) and that service so made shall be deemed to be completed upon actual
receipt. The Company hereby irrevocably appoints its General Counsel, with an
office on the date hereof at Three Parkway North, Deerfield, Illinois, as its
agent for the purpose of accepting service of any process within the State of
Illinois. Nothing contained in this section shall affect the right of any
holder of Notes to serve legal process in any other manner permitted by law or
to bring any action or proceeding in the courts of any jurisdiction against
the Company or to enforce a judgment obtained in the courts of any other
jurisdiction.

                                    * * * * *

         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, the Company and the Parent Guarantor.

                                           Very truly yours,


                                           WOODHEAD FINANCE COMPANY



                                           By /s/ Mark DeWinter
                                             -----------------------------------
                                              President



Accepted as of September 28, 1998.

                                           ALLSTATE LIFE INSURANCE COMPANY


                                           By /s/ Patricia Wilson
                                             -----------------------------------
                                              Its

                                           By /s/ Daniel Leimbach
                                              ----------------------------------
                                              Its

                                           MASSACHUSETTS MUTUAL LIFE
                                           INSURANCE COMPANY



                                           By /s/ Michael Klofas
                                              ----------------------------------
                                              Its Managing Director

                                           CM LIFE INSURANCE COMPANY



                                           By /s/ Michael Klofas
                                              ----------------------------------
                                              Its Managing Director
<PAGE>





                                  PURCHASERS




ALLSTATE LIFE INSURANCE COMPANY
MASSACHUSETTS MUTUAL LIFE INSURANCE
  COMPANY
CM LIFE INSURANCE COMPANY
c/o MASSACHUSETTS MUTUAL LIFE
  INSURANCE COMPANY











                                  SCHEDULE A
                         (to Note Purchase Agreement)







                                 DEFINED TERMS

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

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

         "Attributable Indebtedness" means in connection with any Sale and
Leaseback Transaction entered into within the limitations of Section 5.5(d) of
the Parent Guaranty, as of the date of any determination thereof, without
duplication, the lesser of (a) the fair market value of the property or assets
which is or are the subject of such Sale and Leaseback Transaction (as
reasonably determined in good faith by the Board of Directors of the Parent
Guarantor at or about the time of the consummation of such Sale and Leaseback
Transaction) and (b) the aggregate amount of Rentals due and to become due
(discounted from the respective due dates thereof at the interest rate
implicit in such Rentals and otherwise in accordance with GAAP) under the
lease relating to such Sale and Leaseback Transaction.

         "Banks" means Harris Trust and Savings Bank and each other lender
which is, from time to time, a party to either of the Bank Credit Agreements.

         "Bank Credit Agreements" means the Parent Guarantor Bank Credit
Agreement and the Woodhead Canada Bank Credit Agreement.

         "Business Day" means (a) for the purposes of Section 7.7 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.

         "Canadian Equivalent Amount" shall mean, on any date of
determination, the amount of Cdn. Dollars into which an amount of U.S. Dollars
may be converted or the amount of U.S. Dollars into which an amount of Cdn.
Dollars may be converted at the Bank of Canada noon spot rate in Toronto as at
approximately 12:00 noon, Toronto time, on such date.

                                 SCHEDULE 5.13
                         (to Note Purchase Agreement)

         "Cdn. $" or "Cdn. Dollars" shall mean lawful money of Canada in same
day immediately available freely transferable funds or, if such funds are not
available, the form of money of Canada that is customarily used in the
settlement of international banking transactions on the date payment is due
hereunder.

         "Capital Lease" means, at any time, without duplication, 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 Woodhead Finance Company, a Nova Scotia unlimited
liability company.

         "Confidential Information" is defined in Section 10 of the Parent
Guaranty.

         "Consolidated EBIT" means, with reference to any period and without
duplication, Consolidated Net Income for such period plus all amounts deducted
in arriving at such Consolidated Net Income in respect of (a) Consolidated
Interest Expense and (b) taxes imposed on or measured by income or excess
profits; provided that in any event the Parent Guarantor shall be permitted in
connection with any determination of Consolidated EBIT for any period
involving the fourth fiscal quarter of fiscal year 1998 to adjust the
computation thereof by the adjustment amount of U.S. $11,700,000 referred to
in that certain "Press Release" dated September 15, 1998 issued by the
Company.

         "Consolidated EBITDA" means, with reference to any period and without
duplication, Consolidated Net Income for such period plus all amounts deducted
in arriving at such Consolidated Net Income in respect of (a) Consolidated
Interest Expense, (b) taxes imposed on or measured by income or excess profits
and (c) depreciation, depletion and amortization; provided that in any event
the Parent Guarantor shall be permitted in connection with any determination
of Consolidated EBITDA for any period involving the fourth fiscal quarter of
fiscal year 1998 to adjust the computation thereof by the adjustment amount of
U.S. $11,700,000 referred to in that certain "Press Release" dated September
15, 1998 issued by the Company.

         "Consolidated Funded Debt" means, without duplication, all
Indebtedness of the Parent Guarantor and its Restricted Subsidiaries having a
final maturity of one or more than one year from the date of origin thereof
(or which is renewable or extendable at the option of the obligor for a period
or periods more than one year from the date of origin).

         "Consolidated Indebtedness" means, without duplication, all
Indebtedness of the Parent Guarantor and its Restricted Subsidiaries,
determined on a consolidated basis.

         "Consolidated Interest Expense" means for any period, without
duplication, all interest (including the interest component on Rentals on
Capitalized Leases) and all amortization of debt discount and expense on any
particular Indebtedness (including, without limitation, payment-in-kind, zero
coupon and other like securities) of the Parent Guarantor and its Restricted
Subsidiaries for which such calculations are being made as determined in
accordance with GAAP. Computations of Consolidated Interest Expense on a
pro-forma basis for Indebtedness having a variable interest rate shall be
calculated at the rate in effect on the date of any determination.

         "Consolidated Net Income" for any period means, without duplication,
the gross revenues of the Parent Guarantor and its Restricted Subsidiaries for
such period less all expenses and other proper charges (including taxes on
income), determined on a consolidated basis after eliminating earnings or
losses attributable to outstanding Minority Interests, but excluding in any
event:

                  (a) the proceeds of any life insurance policy;

                  (b) net earnings and losses of any Restricted Subsidiary
         accrued prior to the date it became a Restricted Subsidiary;

                  (c) net earnings and losses of any corporation (other than a
         Restricted Subsidiary), substantially all the assets of which have
         been acquired in any manner by the Parent Guarantor or any Restricted
         Subsidiary, realized by such corporation prior to the date of such
         acquisition;

                  (d) net earnings and losses of any corporation (other than a
         Restricted Subsidiary) with which the Parent Guarantor or a
         Restricted Subsidiary shall have consolidated or which shall have
         merged into or with the Parent Guarantor or a Restricted Subsidiary
         prior to the date of such consolidation or merger;

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

                  (f) any portion of the net earnings of any Restricted
         Subsidiary which for any reason is unavailable for payment of
         dividends to the Parent Guarantor or any other Restricted Subsidiary;

                  (g) earnings and losses resulting from any reappraisal,
         revaluation, write-up or write-down of assets other than in the
         ordinary course of business;

                  (h) any reversal of any contingency reserve to the extent
         such contingency reserve was taken prior to the date of the Closing,
         but including in any determination of Consolidated Net Income changes
         in estimates made in accordance with GAAP; and

                  (i) any other extraordinary gain or loss, including, without
         limitation, the cumulative effect of changes to GAAP.

         "Consolidated Net Worth" means, as of the date of any determination
thereof, without duplication, the amount of the capital stock accounts (net of
treasury stock, at cost) plus (or minus in the case of a deficit) the surplus
in retained earnings of the Parent Guarantor and its Restricted Subsidiaries
as determined in accordance with GAAP.

         "Consolidated Priority Indebtedness" means, as of the date of any
determination thereof, without duplication, the aggregate amount of all
Priority Indebtedness of the Parent Guarantor and its Restricted Subsidiaries.

         "Consolidated Total Assets" shall mean, as of the date of any
determination thereof, without duplication, consolidated total assets of the
Parent Guarantor and its Restricted Subsidiaries determined in accordance with
GAAP.

         "Consolidated Total Capitalization" means as of the date of any
determination thereof, without duplication, the sum of (a) Consolidated
Indebtedness plus (b) Consolidated Net Worth.

         "Constituent Company Guarantors" is defined in Section 2.2.

         "Constituent Company Guaranty" is defined in Section 2.2.

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

         "Default Rate" means that rate of interest that is equal to 1.00% per
annum above the rate of interest stated in clause (a) of the first paragraph
of the Notes.

         "Environmental Laws" means any and all Canadian and United States
federal, provincial, state, local, and other 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 Parent
Guarantor under Section 414 of the Code.

         "Event of Default" is defined in Section 9.

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

         "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) Canada or any Province or other political
                  subdivision thereof, or

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

                           (iii) any jurisdiction in which the Parent
                  Guarantor or any Subsidiary conducts all or any part of its
                  business, or which asserts jurisdiction over any properties
                  of the Parent Guarantor 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, without duplication,
any obligation (except the endorsement in the ordinary course of business of
negotiable instruments for deposit or collection) of such Person guaranteeing
or in effect guaranteeing any Indebtedness, dividend or other obligation of
any other Person in any manner, whether directly or indirectly, including
(without limitation) obligations incurred through an agreement, contingent or
otherwise, by such Person:

                  (a) to purchase such 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.

         "Hazardous Material" means any and all pollutants, toxic or hazardous
wastes or any other substances, including all substances listed in or
regulated in any Environmental law that might pose a hazard to health or
safety, the removal of which may be required or the generation, manufacture,
refining, production, processing, treatment, storage, handling,
transportation, transfer, use, disposal, release, discharge, spillage,
seepage, or filtration of which is or shall be restricted, regulated,
prohibited or penalized by any applicable law (including, without limitation,
asbestos, urea formaldehyde foam insulation and polychlorinated biphenyls).

         "holder" means, with respect to any Note, the Person in whose name
such Note is registered in the register maintained by the Company pursuant to
Section 11.1.

         "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;

                  (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 representing
         obligations for borrowed money;

                  (f) Swaps of such Person if and to the extent, but only to
         the extent, that any such Swap has been entered into by such Person
         other than for purposes of hedging financial obligations; and

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

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

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

         "Intercreditor Agreement" is defined in Section 2.2.

         "Interest Coverage Trigger Date" means any day following any given
fiscal quarter that the ratio, without duplication, of Consolidated Funded
Debt (calculated as of such day) to Consolidated EBITDA for the immediately
preceding four consecutive fiscal quarter period exceeds 2.0 to 1.0.

         "Interest Coverage Trigger Period" means that period of time
beginning on any Interest Coverage Trigger Date and ending of the last day of
the next succeeding Low Leverage Quarter.

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

         "Long-Term Lease" means any lease of real or personal property (other
than a Capitalized Lease) having an original term, including any period for
which the lease may be renewed or extended at the option of the lessor, of
more than three years.

         "Low Leverage Quarter" means any fiscal quarter during which for each
day of such fiscal quarter the ratio, without duplication, of Consolidated
Funded Debt (calculated as of such day) to Consolidated EDITDA for the
immediately preceding four consecutive fiscal quarter period is less than or
equal to 2.0 to 1.0.

         "Make-Whole Amount" is defined in Section 7.7.

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

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

         "Memorandum" is defined in Section 2.3 of the Parent Guaranty.

         "Minority Interests" means, without duplication, any shares of stock
of any class of a Restricted Subsidiary (other than directors' qualifying
shares) that are not owned by the Parent Guarantor and/or one or more of its
Restricted Subsidiaries. Minority Interests shall be valued by valuing
Minority Interests constituting Preferred Stock at the voluntary or
involuntary liquidating value of such Preferred Stock, whichever is greater,
and by valuing Minority Interests constituting common stock at the book value
of capital and surplus applicable thereto adjusted, if necessary, to reflect
any changes from the book value of such common stock required by the foregoing
method of valuing Minority Interests in Preferred Stock.

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

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

         "Note-Related Payment" is defined in Section 12.3.

         "Notes" is defined in Section 1.

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

         "Other Agreements" is defined in Section 2.1.

         "Other Purchasers" is defined in Section 2.1.

         "Parent Guarantor" means Woodhead Industries, Inc., a Delaware
corporation, and its successors and assigns.

         "Parent Guarantor Bank Credit Agreement" means that certain Credit
Agreement dated as of October 29, 1993 by and between the Parent Guarantor and
Harris Trust and Savings Bank, as amended by the First Amendment dated as of
October 31, 1997, the Second Amendment dated as of February 29, 1998 and the
Third Amendment dated as of July 30, 1998, and as from time to time thereafter
amended or supplemented.

         "Parent Guarantor Note Agreement" means that certain Note Purchase
Agreement dated as of September 1, 1998 between the Parent Guarantor and the
Institutional Investors therein named.

         "Parent Guarantor Notes" means the U.S. $15,000,000 aggregate
principal amount 6.81% Senior Guaranteed Notes due September 30, 2013 of the
Parent Guarantor.

         "Parent Guaranty" 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 or, within the preceding five years, has been established or
maintained, or to which contributions are or, within the preceding five years,
have been made or required to be made, by the Parent Guarantor or any ERISA
Affiliate or with respect to which the Parent Guarantor or any ERISA Affiliate
may have any liability.

         "Preferred Stock" means in respect of any corporation, shares of the
capital stock of such corporation which are entitled to preference or priority
over any other shares of the capital stock of such corporation in respect of
payment of dividends or distribution of assets upon liquidation.

         "Priority Indebtedness" means, as of the date of any determination,
the sum, without duplication, of (a) all Indebtedness of the Parent Guarantor
secured by any Lien permitted by Section 5.4(i) of the Parent Guaranty, plus
(b) Indebtedness of any Restricted Subsidiary (other than (i) the Constituent
Company Guaranty, (ii) Indebtedness of any Restricted Subsidiary owing to the
Parent Guarantor or a Wholly-owned Restricted Subsidiary, (iii) Indebtedness
of a Restricted Subsidiary permitted by Section 5.3(a)(ii) of the Parent
Guaranty, and (iv) Qualified Indebtedness of a Restricted Subsidiary), plus
(c) Preferred Stock of any Restricted Subsidiary, plus (d) Attributable
Indebtedness of the Parent Guarantor or any of its Restricted Subsidiaries.

         "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.

         "Qualified Indebtedness" means, without duplication, Indebtedness of
a Restricted Subsidiary; provided that the obligee or beneficiary of such
Indebtedness shall have entered into and be bound by the Intercreditor
Agreement.

         "Required Holders" means, at any time, the holders of at least
66-2/3% in principal amount of the Notes at the time outstanding (exclusive of
Notes then owned by the Parent Guarantor, any of its Restricted Subsidiaries
(including, without limitation, the Company) or any of their respective
Affiliates).

         "Responsible Officer" means any Senior Financial Officer and any
other officer of the Company or the Parent Guarantor, as the case may be, with
responsibility for the administration of the relevant portion of this
Agreement.

         "Rentals" means and includes as of the date of any determination
thereof, without duplication, all fixed payments (including as such all
payments which the lessee is obligated to make to the lessor on termination of
the lease or surrender of the property) payable by the Parent Guarantor or a
Restricted Subsidiary, as lessee or sublessee under a lease of real or
personal property, but shall be exclusive of any amounts required to be paid
by the Parent Guarantor or a Restricted Subsidiary (whether or not designated
as rents or additional rents) on account of maintenance, repairs, insurance,
taxes and similar charges. Fixed rents under any so-called "percentage leases"
shall be computed solely on the basis of the minimum rents, if any, required
to be paid by the lessee regardless of sales volume or gross revenues.

         "Restricted Subsidiary" means any Subsidiary (a) of which more than
80% (by number of votes) of the Voting Stock is beneficially owned, directly
or indirectly, by the Parent Guarantor, and (b) if applicable, as so
designated within the limitations of Section 5.8 of the Parent Guaranty.

         "Sale and Leaseback Transaction" shall have the meaning ascribed
thereto in Section 5.5 of the Parent Guaranty.

         "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 or the
Parent Guarantor, as the case may be.

         "Senior Indebtedness" means, without duplication, all Indebtedness of
the Company or the Parent Guarantor, as the case may be, which has not
expressed to be subordinate or junior in rank to any other Indebtedness of the
Company or the Parent Guarantor, as the case may be.

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

         "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 purpose of this Agreement, the amount of
the obligation under any Swap shall be the amount determined in respect
thereof as 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 making such determination, if any agreement relating
to such Swap provides for the netting of amounts payable by and to such person
thereunder or if any such agreement provides for the simultaneous payment of
amounts by and to such Person, then in each such case, the amount of such
obligation shall be the net amount so determined.

         "Tax" means any present or future tax, levy, impost, duty, charge,
assessment or fee of any nature that is imposed by any Governmental Authority
or any taxing authority thereof.

         "Tax Reimbursement Amount" is defined in Section 12.3.

         "Taxing Authority" is defined in Section 12.3.

         "Taxing Jurisdiction" is defined in Section 12.3.

         "Unrestricted Subsidiary" means any Subsidiary which is not a
Restricted Subsidiary and, if applicable, as has been designated as such
within the limitations of Section 5.8 of the Parent Guaranty.

         "U.S. $" or "U.S. Dollars" means lawful money of the United States of
America in same day immediately available freely transferable funds, or if
such funds are not available, the form of money in the United States of
America that is customarily used in the settlement of international banking
transactions on the date payment is due hereunder.

         "US/Canada Tax Treaty" means the Double Taxation Convention between
the United States of America and Canada, as amended.

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

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

         "Woodhead Canada" means Woodhead Canada Limited, a Nova Scotia
corporation.

         "Woodhead Canada Bank Credit Agreement" means that certain Credit
Agreement dated as of July 30, 1998 by and between Woodhead Canada and Harris
Trust and Savings Bank, as from time to time amended or supplemented.






                                [FORM OF NOTE]


                           WOODHEAD FINANCE COMPANY


              6.64% Senior Guaranteed Note due September 30, 2008

No. _________                                               September __, 1998
U.S. $____________                                          PPN C9794# A A 2

         FOR VALUE RECEIVED, the undersigned, WOODHEAD FINANCE COMPANY (herein
called the "Company"), an unlimited liability company organized and existing
under the laws of Nova Scotia, hereby promises to pay to ________________, or
registered assigns, the principal sum of ________________ UNITED STATES
DOLLARS on September 30, 2008, with interest (computed on the basis of a
360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the
rate of 6.64% per annum from the date hereof, payable semiannually in arrears,
on the thirtieth day of March and September in each year, commencing March 30,
1999, 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 7.64%.

         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 c/o Harris Trust & Savings Bank, Chicago, Illinois 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 Guaranteed Notes (herein
called the "Notes") issued pursuant to separate Note Purchase Agreements, each
dated as of September 1, 1998 (as from time to time amended, the "Note
Purchase Agreements"), between the Company and the respective Purchasers named
therein and is entitled to the benefits thereof. Each holder of this Note will
be deemed, by its acceptance hereof, (i) to have agreed to the confidentiality
provisions set forth in Section 10 of the Parent Guaranty (hereinafter
referred to) and (ii) to have made the representation set forth in Section 6.2
of the Note Purchase Agreements.

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

         This Note and the holders hereof are entitled equally and ratably with
the holders of all other Notes to the rights and benefits provided pursuant to
the terms and provisions of the Parent Guaranty and the Constituent Company
Guaranty (as each such term is defined in the Note Purchase Agreements).
Reference is hereby made to each of the foregoing for a statement of the nature
and extent of the benefits and security for the Notes afforded thereby and the
rights of the holders of the Notes, the Company and the Parent Guarantor in
respect thereof.

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

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

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



                                   WOODHEAD FINANCE COMPANY



                                   By
                                     ----------------------------------
                                      [Title]






================================================================================







                           WOODHEAD INDUSTRIES, INC.





                               U.S. $30,000,000
                       6.64% Senior Guaranteed Notes due
                              September 30, 2008
                          of Woodhead Finance Company

                                _______________


                              GUARANTY AGREEMENT

                                _______________




                         Dated as of September 1, 1998







================================================================================








                           WOODHEAD INDUSTRIES, INC.
                              Three Parkway North
                           Deerfield, Illinois 60015


             6.64% Senior Guaranteed Notes due September 30, 2008
                          of Woodhead Finance Company
                                                            September 1, 1998

TO EACH OF THE PURCHASERS LISTED IN
 THE ATTACHED SCHEDULE A:
Ladies and Gentlemen:

         Reference is hereby made to the separate Note Purchase Agreements,
each dated as of September 1, 1998 (the "Note Purchase Agreements"), between
Woodhead Finance Company, a Nova Scotia unlimited liability company (the
"Company"), and certain Institutional Investors, respectively (individually a
"Purchaser" and collectively the "Purchasers"), under and pursuant to which
the Company will issue U.S. $30,000,000 aggregate principal amount of its
6.64% Senior Guaranteed Notes due September 30, 2008 (the "Notes"). Certain
capitalized terms used in this Agreement are defined in Schedule B to the Note
Purchase Agreements; references to a "Schedule" or an "Exhibit" are, unless
otherwise specified, to a Schedule or an Exhibit attached to this Agreement.

         The undersigned, Woodhead Industries, Inc., a Delaware corporation
(the "Parent Guarantor"), owns 99.9% of the shares of capital stock of the
Company. The Parent Guarantor views the issuance and sale by the Company of
the Notes to the Purchasers as in the best interests of the Company and the
Parent Guarantor. As an inducement to and in consideration of the purchase by
the Purchasers of the Notes, the Parent Guarantor has agreed to
unconditionally guarantee the prompt payment of all amounts of principal,
interest and Make-Whole Amount, if any, which may become due and payable from
time to time with respect to the Notes.

         In consideration of the foregoing, the undersigned does hereby
covenant and agree with the Purchasers and with each and every subsequent
holder of the Notes as follows:

SECTION 1. GUARANTY OF NOTES.

         Section 1.1. Parent Guaranty. The Parent Guarantor hereby absolutely
and unconditionally guarantees to the holders from time to time of the Notes:
(a) the full and prompt payment of the principal of all of the Notes and of
the interest thereon at the rate therein stipulated and the Make-Whole Amount
(if any), when and as the same shall become due and payable, whether by lapse
of time, upon redemption or prepayment, by extension or by acceleration or
declaration, or otherwise (including (to the extent legally enforceable)
interest due on overdue payments of principal, Make-Whole Amount (if any) or
interest at the rate set forth in the Notes), (b) the full and prompt
performance and observance by the Company of each and all of the obligations,
covenants and agreements required to be performed or observed by the Company
under the terms of the Notes and the Note Purchase Agreements, and (c) the
full and prompt payment, upon demand by any holder of the Notes, of all costs
and expenses, legal or otherwise (including attorneys' fees) and such
expenses, if any, as shall have been expended or incurred in the protection or
enforcement of any right or privilege under the Notes or the Note Purchase
Agreements, including, without limitation, in any consultation or action in
connection therewith, and in each and every case irrespective of the validity,
regularity or enforcement of any of the Notes or this Agreement or any of the
terms thereof or of any other like circumstance or circumstances. The guaranty
of the Notes herein provided for is a guaranty of the immediate and timely
payment of the principal and interest on the Notes and the Make-Whole Amount
(if any) as and when the same are due and payable and shall not be deemed to
be a guaranty only of the collectibility of such payments and that in
consequence thereof each holder of the Notes may sue the Parent Guarantor
directly upon such principal, interest and Make-Whole Amount (if any) becoming
so due and payable.

         Section 1.2. Obligations Absolute and Unconditional. The obligations
of the Parent Guarantor under this Agreement shall be absolute and
unconditional and shall remain in full force and effect until the entire
principal, interest and Make-Whole Amount (if any) on the Notes and all other
sums due pursuant to Section 1.1 shall have been paid, and such obligations
shall not be affected, modified or impaired upon the happening from time to
time of any event, including, without limitation, any of the following,
whether or not with notice to or the consent of the Parent Guarantor:

                  (a) the power or authority or the lack of power or authority
         of the Company to issue the Notes or to execute and deliver the Note
         Purchase Agreements, and irrespective of the validity of the Notes,
         or the Note Purchase Agreements or of any defense whatsoever that the
         Company or any Constituent Company Guarantor may or might have to the
         payment of the Notes (principal, interest and Make-Whole Amount, if
         any) or to the performance or observance of any of the provisions or
         conditions of the Note Purchase Agreements, or the existence or
         continuance of the Company or any Constituent Company Guarantor as a
         legal entity;

                  (b) any failure to present the Notes for payment or to
         demand payment thereof, or to give the Company, the Parent Guarantor
         or any Constituent Company Guarantor notice of dishonor for
         non-payment of the Notes, when and as the same may become due and
         payable, or notice of any failure on the part of the Company to do
         any act or thing or to perform or to keep any covenant or agreement
         by it to be done, kept or performed under the terms of the Notes or
         the Note Purchase Agreements;

                  (c) the acceptance of any security or any guaranty, the
         advance of additional money to the Company, any extension of the
         obligation of the Notes, either indefinitely or for any period of
         time, or any other modification in the obligation of the Notes or of
         the Note Purchase Agreements or of the Company thereon, or in
         connection therewith, or any sale, release, substitution or exchange
         of any security;

                  (d) any act or failure to act with regard to the Notes or
         the Note Purchase Agreements or anything which might vary the risk of
         the Parent Guarantor or any Constituent Company Guarantor;

                  (e) any action taken under the Note Purchase Agreements in
         the exercise of any right or power thereby conferred or any failure
         or omission on the part of any holder of any Note to first enforce
         any right or security given under the Note Purchase Agreements or any
         failure or omission on the part of any holder of any of the Notes to
         first enforce any right against the Company or any Constituent
         Company Guarantor;

                  (f) the waiver, compromise, settlement, release or
         termination of any or all of the obligations, covenants or agreements
         of the Company or any Constituent Company Guarantor contained in the
         Note Purchase Agreements or the Constituent Company Guaranty or of
         the payment, performance or observance thereof;

                  (g) the failure to give notice to the Company, the Parent
         Guarantor or any Constituent Company Guarantor of the occurrence of
         any Default or Event of Default under the terms and provisions of
         this Agreement, the Note Purchase Agreements or the Constituent
         Company Guaranty;

                  (h) the extension of the time for payment of any principal
         of, or interest (or Make-Whole Amount, if any), on any Note owing or
         payable on such Note or of the time of or for performance of any
         obligations, covenants or agreements under or arising out of the Note
         Purchase Agreements or the extension or the renewal of any thereof;

                  (i) the modification or amendment (whether material or
         otherwise) of any obligation, covenant or agreement set forth in the
         Note Purchase Agreements, the Notes or the Constituent Company
         Guaranty;

                  (j) any failure, omission, delay or lack of authority on the
         part of the holders of the Notes to enforce, assert or exercise any
         right, power or remedy conferred on the holders of the Notes in the
         Note Purchase Agreements or the Constituent Company Guaranty or the
         Notes or any other act or acts on the part of the holders from time
         to time of the Notes;

                  (k) the voluntary or involuntary liquidation, dissolution,
         sale or other disposition of all or substantially all the assets,
         marshalling of assets and liabilities, receivership, insolvency,
         bankruptcy, assignment for the benefit of creditors, reorganization
         or arrangement under bankruptcy or similar laws, composition with
         creditors or readjustment of, or other similar procedures affecting
         the Company, the Parent Guarantor or any Constituent Company
         Guarantor or any of the assets of any of them, or any allegation or
         contest of the validity of the Note Purchase Agreements or the
         Constituent Company Guaranty or the disaffirmance of the Note
         Purchase Agreements or the Constituent Company Guaranty in any such
         proceeding (it being understood that the obligations of the Parent
         Guarantor under this Agreement shall continue to be effective or be
         reinstated, as the case may be, if at any time any payment made with
         respect to the Notes is rescinded or must otherwise be restored or
         returned by any holder of the Notes upon the insolvency, bankruptcy
         or reorganization of the Company, the Parent Guarantor or any
         Constituent Company Guaranty, all as though such payment had not been
         made);

                  (l) any event or action that would, in the absence of this
         clause, result in the release or discharge by operation of law of the
         Parent Guarantor from the performance or observance of any
         obligation, covenant or agreement contained in this Agreement;

                  (m) the invalidity or unenforceability of the Notes, the
         Note Purchase Agreements or Constituent Company Guaranty;

                  (n) the invalidity or unenforceability of the obligations of
         the Parent Guarantor under this Agreement, the absence of any action
         to enforce such obligations of the Parent Guarantor, any waiver or
         consent by the Parent Guarantor with respect to any of the provisions
         hereof or any other circumstances which might otherwise constitute a
         discharge or defense by the Parent Guarantor, including, without
         limitation, any failure or delay in the enforcement of the
         obligations of the Parent Guarantor with respect to this Agreement or
         of notice thereof; or any suit or other action brought by any
         shareholder or creditor of, or by, the Parent Guarantor or any other
         Person, for any reason, including, without limitation, any suit or
         action in any way attacking or involving any issue, matter or thing
         in respect of this Agreement, the Note Purchase Agreements, the
         Notes, the Constituent Company Guaranty or any other agreement;

                  (o) the default or failure of the Parent Guarantor fully to
         perform any of its covenants or obligations set forth in this
         Agreement;

                  (p) the impossibility or illegality of performance on the
         part of the Company or any other Person of its obligations under the
         Notes, the Note Purchase Agreements, the Constituent Company Guaranty
         or any other instruments;

                  (q) in respect of the Company or any other Person, any
         change of circumstances, whether or not foreseen or foreseeable,
         whether or not imputable to the Company or any other Person, or other
         impossibility of performance through fire, explosion, accident, labor
         disturbance, floods, droughts, embargoes, wars (whether or not
         declared), civil commotions, acts of God or the public enemy, delays
         or failure of suppliers or carriers, inability to obtain materials,
         action of any federal or state regulatory body or agency, change of
         law or any other causes affecting performance, or other force
         majeure, whether or not beyond the control of the Company or any
         other Person and whether or not of the kind hereinbefore specified;

                  (r) any attachment, claim, demand, charge, Lien, order,
         process, encumbrance or any other happening or event or reason,
         similar or dissimilar to the foregoing, or any withholding or
         diminution at the source, by reason of any taxes, assessments,
         expenses, Indebtedness, obligations or liabilities of any character,
         foreseen or unforeseen, and whether or not valid, incurred by or
         against any Person, or any claims, demands, charges or Liens of any
         nature, foreseen or unforeseen, incurred by any Person, or against
         any sums payable under the Note Purchase Agreements or the
         Constituent Company Guaranty so that such sums would be rendered
         inadequate or would be unavailable to make the payments herein
         provided;

                  (s) the failure of the Parent Guarantor to receive any
         benefit or consideration from or as a result of its execution,
         delivery and performance of this Agreement;

                  (t) the failure of any Constituent Company Guarantor to
         receive any benefit or consideration from or as a result of its
         execution, delivery and performance of the Constituent Company
         Guaranty;

                  (u) any other circumstance which might otherwise constitute
         a defense available to, or a discharge of, the Parent Guarantor in
         respect of the obligations of the Parent Guarantor under this
         Agreement;

                  (v) any default, failure or delay, willful or otherwise, in
         the performance by the Company, any Constituent Company Guarantor or
         any other Person of any obligations of any kind or character
         whatsoever of the Company, any Constituent Company Guarantor or any
         other Person (including, without limitation, the obligations and
         undertakings of the Company, any Constituent Company Guarantor or any
         other Person under the Notes or the Note Purchase Agreements); or

                  (w) any order, judgment, decree, ruling or regulation
         (whether or not valid) of any court of any nation or of any political
         subdivision thereof or any body, agency, department, official or
         administrative or regulatory agency of any thereof or any other
         action, happening, event or reason whatsoever which shall delay,
         interfere with, hinder or prevent, or in any way adversely affect,
         the performance by any party of its respective obligations under the
         Notes, this Agreement, the Note Purchase Agreements, the Constituent
         Company Guaranty or any instrument relating thereto;

provided that the specific enumeration of the above-mentioned acts, failures
or omissions shall not be deemed to exclude any other acts, failures or
omissions, though not specifically mentioned above, it being the purpose and
intent of this paragraph that the obligations of the Parent Guarantor
hereunder shall be absolute and unconditional and shall not be discharged,
impaired or varied except by the payment to the holders thereof of the
principal of, Make-Whole Amount, if any, and interest on the Notes, and of all
other sums due and owing to the holders of the Notes pursuant to the Note
Purchase Agreements, and then only to the extent of such payments. Without
limiting any of the other terms or provisions hereof, it is understood and
agreed that in order to hold the Parent Guarantor liable hereunder, there
shall be no obligation on the part of any holder of any Note to resort, in any
manner or form, for payment, to the Company, to any Constituent Company
Guarantor to any other Person or to the properties or estates of any of the
foregoing. All rights of the holder of any Note pursuant thereto or to this
Agreement may be transferred or assigned at any time or from time to time and
shall be considered to be transferred or assigned upon the transfer of such
Note, whether with or without the consent of or notice to the Parent
Guarantor, any Constituent Company Guarantor or the Company. Without limiting
the foregoing, it is understood that repeated and successive demands may be
made and recoveries may be had hereunder as and when, from time to time, the
Company shall default under the terms of the Notes or the Note Purchase
Agreements and that notwithstanding recovery hereunder for or in respect of
any given default or defaults by the Company under the Notes or the Note
Purchase Agreements, this Agreement shall remain in full force and effect and
shall apply to each and every subsequent default.

         Section 1.3. Subrogation. To the extent of any payments made under
this Agreement, the Parent Guarantor shall be subrogated to the rights of the
holder of the Notes receiving such payments, but the Parent Guarantor
covenants and agrees that such right of subrogation shall be subordinate in
right of payment to the rights of any holders of the Notes for which full
payment has not been made or provided for and, to that end, the Parent
Guarantor agrees not to claim or enforce any such right of subrogation or any
right of set-off or any other right which may arise on account of any payment
made by the Parent Guarantor in accordance with the provisions of this
Agreement, including, without limitation, any right of reimbursement,
exoneration, contribution or indemnification and any right to participate in
any claim or remedy of any holder of the Notes against the Company or the
Parent Guarantor, whether or not such claim, remedy or right arises in equity
or under contract, statue or common law, including, without limitation, the
right to take or receive from the Company or the Parent Guarantor, directly or
indirectly, in cash or other property or by set-off or in any other manner,
payment or security on account of such claim, remedy or right, unless and
until 366 days after all of the Notes owned by Persons other than the Parent
Guarantor and all other sums due or payable under the Note Purchase Agreements
have been fully paid and discharged or payment therefor has been provided. If
any amount shall be paid to the Parent Guarantor in violation of the preceding
sentence at any time prior to the indefeasible cash payment in full of the
Notes and all other amounts payable under the Note Purchase Agreements, such
amounts shall be held in trust for the benefit of the holders of the Notes and
shall forthwith be paid to the holders of the Notes to be credited and applied
to the amounts due or to become due with respect to the Notes and all other
amounts payable under the Note Purchase Agreements, whether matured or
unmatured.

         Section 1.4. Preference. The Parent Guarantor agrees that to the
extent the Company, any Constituent Company Guarantor or any other Person
makes any payment on the Notes, which payment or any part thereof is
subsequently invalidated, voided, declared to be fraudulent or preferential,
set aside, recovered, rescinded or is required to be retained by or repaid to
a trustee, liquidator, receiver or any other Person under any bankruptcy code,
common law or equitable cause, then and to the extent of such payment, the
obligation or the part thereof intended to be satisfied shall be revived and
continued in full force and effect with respect to the Parent Guarantor's
obligations hereunder, as if said payment had not been made. The liability of
the Parent Guarantor hereunder shall not be reduced or discharged, in whole or
in part, by any payment to any holder of the Notes from any source that is
thereafter paid, returned or refunded in whole or in part by reason of the
assertion of a claim of any kind relating thereto, including, but not limited
to, any claim for breach of contract, breach of warranty, preference,
illegality, invalidity or fraud asserted by any account debtor or by any other
Person.

         Section 1.5. Marshalling. None of the holders of the Notes shall be
under any obligation (a) to marshall any assets in favor of the Parent
Guarantor or in payment of any or all of the liabilities of the Company under
or in respect of the Notes or the obligation of the Parent Guarantor hereunder
or (b) to pursue any other remedy that the Parent Guarantor may or may not be
able to pursue itself and that may lessen the Parent Guarantor's burden or any
right to which the Parent Guarantor hereby expressly waives. The obligations
of the Parent Guarantor under this Agreement rank pari passu in right of
payment with all other Indebtedness (actual or contingent) of the Parent
Guarantor which is not secured or the subject of any statutory trust or
preference or which is not expressly subordinated in right of payment to any
other Indebtedness.

SECTION 2. REPRESENTATIONS AND WARRANTIES OF THE PARENT GUARANTOR

         The Parent Guarantor represents and warrants to you that:

         Section 2.1. Organization; Power and Authority. The Parent Guarantor
is a corporation duly organized, validly existing and in good standing under
the laws of its jurisdiction of incorporation, and is duly qualified as a
foreign corporation and is in good standing in each jurisdiction in which such
qualification is required by law, other than those jurisdictions as to which
the failure to be so qualified or in good standing could not, individually or
in the aggregate, reasonably be expected to have a Material Adverse Effect.
The Parent Guarantor 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 to perform the provisions hereof.

         Section 2.2. Authorization, Etc. (a) This Agreement has been duly
authorized by all necessary corporate action on the part of the Parent
Guarantor, and this Agreement constitutes a legal, valid and binding
obligation of the Parent Guarantor enforceable against the Parent Guarantor in
accordance with its terms, except as such enforceability may be limited by (a)
applicable bankruptcy, insolvency, reorganization, moratorium or other similar
laws affecting the enforcement of creditors' rights generally and (b) general
principles of equity (regardless of whether such enforceability is considered
in a proceeding in equity or at law).

         (b) The Constituent Company Guaranty has been duly authorized by all
necessary corporate action on the part of each Constituent Company Guarantor,
and the Constituent Company Guaranty, upon execution and delivery thereof,
will constitute, a legal, valid and binding joint and several obligation of
each Constituent Company Guarantor enforceable against such Constituent
Company Guarantor 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 2.3. Disclosure. The Parent Guarantor, through its agent,
Nesbitt Burns Securities Inc., has delivered to you and each Other Purchaser a
copy of a Private Placement Memorandum dated August 1998 (the "Memorandum"),
relating to the transactions contemplated hereby. The Memorandum fairly
describes, in all material respects, the general nature of the business and
principal properties of the Parent Guarantor and its Subsidiaries. This
Agreement, the Memorandum, the documents, certificates or other writings
delivered to you by or on behalf of the Parent Guarantor in connection with
the transactions contemplated hereby and the financial statements listed in
Schedule 2.5, 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 Schedule 2.3, since September 30, 1997,
there has been no change in the financial condition, operations, business,
properties or prospects of the Parent Guarantor or any Subsidiary except
changes that individually or in the aggregate could not reasonably be expected
to have a Material Adverse Effect. There is no fact known to the Parent
Guarantor that could reasonably be expected to have a Material Adverse Effect
that has not been set forth herein or in the Memorandum or in the other
documents, certificates and other writings delivered to you by or on behalf of
the Parent Guarantor specifically for use in connection with the transactions
contemplated hereby.

         Section 2.4. Organization and Ownership of Shares of Subsidiaries;
Affiliates. (a) Schedule 2.4 contains (except as noted therein) complete and
correct lists (i) of the Parent Guarantor's Restricted Subsidiaries, showing,
as to each Restricted 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 Parent Guarantor
and each other Restricted Subsidiary, (ii) of the Parent Guarantor's
Affiliates, other than Restricted Subsidiaries, and (iii) of the Parent
Guarantor's directors and senior officers.

         (b) All of the outstanding shares of capital stock or similar equity
interests of each Restricted Subsidiary shown in Schedule 2.4 as being owned
by the Parent Guarantor and its Restricted Subsidiaries have been validly
issued, are fully paid and nonassessable and are owned by the Parent Guarantor
or another Restricted Subsidiary free and clear of any Lien (except as
otherwise disclosed in Schedule 2.4).

         (c) Each Restricted Subsidiary identified in Schedule 2.4 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 could not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect. Each such Restricted Subsidiary
has the corporate or other power and authority to own or hold under lease the
properties it purports to own or hold under lease and to transact the business
it transacts and proposes to transact.

         (d) No Restricted Subsidiary is a party to, or otherwise subject to,
any legal restriction or any agreement (other than any Constituent Company
Guaranty, the agreements listed on Schedule 2.4 and customary limitations
imposed by corporate law statutes) restricting the ability of such Subsidiary
to pay dividends out of profits or make any other similar distributions of
profits to the Parent Guarantor or any of its Restricted Subsidiaries that
owns outstanding shares of capital stock or similar equity interests of such
Restricted Subsidiary.

         Section 2.5. Financial Statements. The Parent Guarantor has delivered
to each Purchaser copies of the financial statements of the Parent Guarantor
and its Subsidiaries listed on Schedule 2.5. 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 Parent Guarantor
and its Subsidiaries as of the respective dates specified in such financial
statements and the consolidated results of their operations and cash flows for
the respective periods so specified and have been prepared in accordance with
GAAP consistently applied throughout the periods involved except as set forth
in the notes thereto (subject, in the case of any interim financial
statements, to normal year-end adjustments).

         Section 2.6. Compliance with Laws, Other Instruments, Etc. (a) The
execution, delivery and performance by the Parent Guarantor of this Agreement
will not (i) 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
Parent Guarantor or any Restricted Subsidiary under, any indenture, mortgage,
deed of trust, loan, purchase or credit agreement, lease, corporate charter or
by-laws, or any other agreement or instrument to which the Parent Guarantor or
any Restricted Subsidiary is bound or by which the Parent Guarantor or any
Restricted Subsidiary or any of their respective properties may be bound or
affected, (ii) 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 Parent Guarantor
or any Restricted Subsidiary or (iii) violate any provision of any statute or
other rule or regulation of any Governmental Authority applicable to the
Parent Guarantor or any Restricted Subsidiary, except, in each case, such as
could not reasonably be expected to result in a Material Adverse Effect.

         (b) All obligations under this Agreement of the Parent Guarantor are
direct and unsecured obligations of the Parent Guarantor ranking pari passu as
against the assets of the Parent Guarantor with all other existing unsecured
Indebtedness of the Parent Guarantor (actual or contingent) which is not
expressed to be subordinated or junior in rank to any other unsecured
Indebtedness of the Parent Guarantor.

         (c) All obligations under the Constituent Company Guaranty are direct
and unsecured obligations of the Constituent Company Guarantors ranking pari
passu as against the assets of the Constituent Company Guarantors with all
other present and future unsecured Indebtedness (actual or contingent) of the
Constituent Company Guarantors which is not expressed to be subordinated or
junior in rank to any other unsecured Indebtedness of the Constituent Company
Guarantors.

         Section 2.7. 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 Parent Guarantor of this Agreement.

         Section 2.8. Litigation; Observance of Agreements, Statutes and
Orders. (a) Except as disclosed in Schedule 2.8, there are no actions, suits
or proceedings pending or, to the knowledge of the Parent Guarantor,
threatened against or affecting the Parent Guarantor or any Restricted
Subsidiary or any property of the Parent Guarantor or any Restricted
Subsidiary in any court or before any arbitrator of any kind or before or by
any Governmental Authority that, individually or in the aggregate, could
reasonably be expected to have a Material Adverse Effect.

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

         Section 2.9. Taxes. The Parent Guarantor and its Subsidiaries have
filed all tax returns that are required to have been filed in any
jurisdiction, and have paid all taxes shown to be due and payable on such
returns and all other taxes and assessments levied upon them or their
properties, assets, income or franchises, to the extent such taxes and
assessments have become due and payable and before they have become
delinquent, except for any taxes and assessments (a) the amount of which is
not individually or in the aggregate Material or (b) the amount, applicability
or validity of which is currently being contested in good faith by appropriate
proceedings and with respect to which the Parent Guarantor or a Restricted
Subsidiary, as the case may be, has established adequate reserves in
accordance with GAAP. The Parent Guarantor knows of no basis for any other tax
or assessment that could reasonably be expected to have a Material Adverse
Effect. The charges, accruals and reserves on the books of the Parent
Guarantor and its Subsidiaries in respect of federal, state or other taxes for
all fiscal periods are accurate. The federal income tax liabilities of the
Parent Guarantor and its domestic Restricted Subsidiaries have been determined
by the Internal Revenue Service and paid for all fiscal years up to and
including the fiscal year ended September 30, 1995.

         Section 2.10. Title to Property; Leases. The Parent Guarantor and its
Restricted Subsidiaries have good and sufficient title to their respective
properties that individually or in the aggregate are Material, including all
such properties reflected in the most recent audited balance sheet referred to
in Section 2.5 or purported to have been acquired by the Parent Guarantor or
any Restricted Subsidiary after said date (except as sold or otherwise
disposed of in the ordinary course of business), in each case free and clear
of Liens prohibited by this Agreement. All leases that individually or in the
aggregate are Material are valid and subsisting and are in full force and
effect in all material respects.

         Section 2.11. Licenses, Permits, Etc. Except as disclosed in Schedule
2.11, (a) the Parent Guarantor and its Restricted Subsidiaries own or possess
all licenses, permits, franchises, authorizations, patents, copyrights,
service marks, trademarks and trade names, or rights thereto, that
individually or in the aggregate are Material, without known conflict with the
rights of others;

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

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

         Section 2.12. Compliance with ERISA. (a) The Parent Guarantor and
each ERISA Affiliate have operated and administered each Plan in compliance
with all applicable laws except for such instances of noncompliance as have
not resulted in and could not reasonably be expected to result in a Material
Adverse Effect. Neither the Parent Guarantor nor any ERISA Affiliate has
incurred any liability pursuant to Title I or IV of ERISA or the penalty or
excise tax provisions of the Code relating to employee benefit plans (as
defined in Section 3 of ERISA), and no event, transaction or condition has
occurred or exists that could reasonably be expected to result in the
incurrence of any such liability by the Parent Guarantor or any ERISA
Affiliate, or in the imposition of any Lien on any of the rights, properties
or assets of the Parent Guarantor or any ERISA Affiliate, in either case
pursuant to Title I or IV of ERISA or to such penalty or excise tax provisions
or to Section 401(a)(29) or 412 of the Code, other than such liabilities or
Liens as would not be individually or in the aggregate Material.

         (b) The present value of the aggregate benefit liabilities under each
of the Plans (other than Multiemployer Plans), 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. 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 Parent Guarantor 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) Each Non-U.S. Pension Plan has been maintained in Material
compliance with its terms and with the requirements of any and all applicable
laws, statutes, rules, regulations and orders and has been maintained, where
required, in good standing with applicable regulatory authorities; neither the
Parent Guarantor nor any Restricted Subsidiary has incurred any obligation in
connection with the termination of or withdrawal from any Non-U.S. Pension
Plan; and the present value of the accrued benefit liabilities (whether or not
vested) under each Non-U.S. Pension Plan, determined as of the end of the
Parent Guarantor's most recently ended fiscal year on the basis of actuarial
assumptions, each of which is reasonable, did not exceed the current value of
the assets of such Non-U.S. Pension Plan allocable to such benefit
liabilities. All contributions required to be made with respect to a Non-U.S.
Pension Plan have been timely made.

         (e) The execution and delivery of this Agreement and the issuance and
sale of the Notes under the Note Purchase Agreements will not involve any
transaction that is subject to the prohibitions of Section 406 of ERISA or in
connection with which a tax could be imposed pursuant to Section
4975(c)(1)(A)-(D) of the Code. The representation by the Parent Guarantor in
the first sentence of this Section 2.12(e) is made in reliance upon and
subject to the accuracy of each Purchaser's representation in Section 6.2 of
the Note Purchase Agreements as to the sources of the funds used to pay the
purchase price of the Notes to be purchased by such Purchaser.

         Section 2.13. Private Offering by the Parent Guarantor. Neither the
Parent Guarantor 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 the Purchasers and not more than 50 other Institutional
Investors, each of which has been offered the Notes at a private sale for
investment. Neither the Parent Guarantor 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 2.14. Use of Proceeds; Margin Regulations. The Company will
apply the proceeds of the sale of the Notes as set forth in Schedule 2.14. No
part of the proceeds from the sale of the Notes hereunder will be used,
directly or indirectly, for the purpose of buying or carrying any margin stock
within the meaning of Regulation U of the Board of Governors of the Federal
Reserve System (12 CFR 207), or for the purpose of buying or carrying or
trading in any securities under such circumstances as to involve the Parent
Guarantor 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 2% of the value of the
consolidated assets of the Parent Guarantor and its Subsidiaries and the
Parent Guarantor does not have any present intention that margin stock will
constitute more than 2% of the value of such assets. As used in this Section,
the terms "margin stock" and "purpose of buying or carrying" shall have the
meanings assigned to them in said Regulation U.

         Section 2.15. Existing Indebtedness; Future Liens. (a) Schedule 2.15
sets forth a complete and correct list of all outstanding Indebtedness of the
Parent Guarantor and its Restricted Subsidiaries as of the date hereof,
excluding intercompany Indebtedness. Neither the Parent Guarantor nor any
Restricted 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
Parent Guarantor or such Restricted Subsidiary and no event or condition
exists with respect to any Indebtedness of the Parent Guarantor or any
Restricted Subsidiary 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.

         (b) Except as disclosed in Schedule 2.15, neither the Parent
Guarantor nor any Restricted Subsidiary has agreed or consented to cause or
permit in the future (upon the happening of a contingency or otherwise) any of
its property, whether now owned or hereafter acquired, to be subject to a Lien
not permitted by Section 5.4.

         Section 2.16. Foreign Assets Control Regulations, Etc. Neither the
sale of the Notes by the Company nor the use of the proceeds thereof by the
Parent Guarantor will violate the Trading with the Enemy Act, as amended, or
any of the foreign assets control regulations of the United States Treasury
Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling
legislation or executive order relating thereto.

         Section 2.17. Status under Certain Statutes. Neither the Parent
Guarantor nor any Restricted Subsidiary is an "investment company" registered
or required to be registered subject to regulation under the Investment
Company Act of 1940, as amended, or is subject to regulation under the Public
Utility Holding Company Act of 1935, as amended, or the Federal Power Act, as
amended.

         Section 2.18. Environmental Matters. Neither the Parent Guarantor nor
any Restricted Subsidiary has knowledge of any claim or has received any
notice of any claim, and no proceeding has been instituted raising any claim
against the Parent Guarantor or any of its Restricted Subsidiaries or any of
their respective real properties now or formerly owned, leased or operated by
any of them or other assets, alleging any damage to the environment or
violation of any Environmental Laws, except, in each case, such as could not
reasonably be expected to result in a Material Adverse Effect. Except as
otherwise disclosed to you in writing:

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

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

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

SECTION 3. INFORMATION AS TO THE PARENT GUARANTOR.

         Section 3.1. Financial and Business Information. The Parent Guarantor
shall deliver to each holder of Notes that is an Institutional Investor:

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

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

                           (ii) consolidated statements of income and cash
                  flows of the Parent Guarantor and its Restricted
                  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 companies being
reported on and their results of operations and cash flows, subject to changes
resulting from year-end adjustments; provided that delivery within the time
period specified above of copies of the Parent Guarantor's Quarterly Report on
Form 10-Q prepared in compliance with the requirements therefor and filed with
the Securities and Exchange Commission shall be deemed to satisfy the
requirements of this Section 3.1(a), so long as such Forms 10-Q contain in all
Material respects quarterly statements reflecting the financial position and
results of operations of the Parent Guarantor and its consolidated
Subsidiaries for such quarters as and to the extent contemplated by clauses
(a)(i) and (ii) above;

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

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

                           (ii) consolidated statements of income and cash
                  flows of the Parent Guarantor and its Restricted
                  Subsidiaries, for such year,

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

                           (1) an opinion thereon of independent certified
                  public accountants of recognized national standing, which
                  opinion shall state that such financial statements present
                  fairly, in all material respects, the financial position of
                  the companies 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, and

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

provided that the delivery within the time period specified above of the
Parent Guarantor's Annual Report on Form 10-K for such fiscal year (together
with the Parent Guarantor's annual report to shareholders, if any, prepared
pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the
requirements therefor and filed with the Securities and Exchange Commission,
together with the accountant's certificate described in clause (2) above,
shall be deemed to satisfy the requirements of this Section 3.1(b), so long as
such Forms 10-K contain in all Material respects annual statements reflecting
the financial position and results of operations of the Company and its
consolidated Subsidiaries for such year as and to the extent contemplated by
clauses (b)(i) and (ii) above;

                  (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 Parent Guarantor or any Subsidiary to
         public securities holders generally, and (ii) each regular or
         periodic report, each registration statement (without exhibits except
         as expressly requested by such holder), and each prospectus and all
         amendments thereto filed by the Parent Guarantor or any Subsidiary
         with the Securities and Exchange Commission and of all press releases
         and other statements made available generally by the Parent Guarantor
         or any Subsidiary to the public concerning developments that are
         Material;

                  (d) Notice of Default or Event of Default -- promptly, and
         in any event within five days after a Responsible Officer becoming
         aware of the existence of any Default or Event of Default or that any
         Person has given any notice or taken any action with respect to a
         claimed default under the Note Purchase Agreements or that any Person
         has given any notice or taken any action with respect to a claimed
         default of the type referred to in Section 9(f) of the Note Purchase
         Agreements, a written notice specifying the nature and period of
         existence thereof and what action the Parent Guarantor is taking or
         proposes to take with respect thereto;

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

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

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

                           (iii) any event, transaction or condition that
                  could result in the incurrence of any liability by the
                  Parent Guarantor 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 Parent Guarantor or any ERISA Affiliate
                  pursuant to Title I or IV of ERISA or such penalty or excise
                  tax provisions, if such liability or Lien, taken together
                  with any other such liabilities or Liens then existing,
                  could reasonably be expected to have a Material Adverse
                  Effect;

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

                  (g) Requested Information -- with reasonable promptness,
         such other data and information relating to the business, operations,
         affairs, financial condition, assets or properties of the Parent
         Guarantor or any of its Subsidiaries or relating to the ability of
         the Parent Guarantor to perform its obligations hereunder and under
         the Notes as from time to time may be reasonably requested by any
         such holder of Notes, including without limitation, such information
         as is required by SEC Rule 144A under the Securities Act to be
         delivered to the prospective transferee of the Notes and such
         information regarding the impact of the occurrence of the year 2000
         on the Parent Guarantor and its Subsidiaries and the nature and the
         extent of the action proposed to be taken by them with the regard to
         their internal computer systems, software and equipment, vendors and
         as otherwise may be relevant, the estimated costs of the foregoing
         and plans of the Parent Guarantor if the same are not remediated in a
         timely manner.

         Section 3.2. Officer's Certificate. Each set of financial statements
delivered to a holder of Notes pursuant to Section 3.1(a) or Section 3.1(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
         Parent Guarantor was in compliance with the requirements of Section
         5.1 through Section 5.6 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 Parent Guarantor 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 Parent Guarantor or any Subsidiary to comply
         with any Environmental Law), specifying the nature and period of
         existence thereof and what action the Parent Guarantor shall have
         taken or proposes to take with respect thereto.

         Section 3.3. Inspection. The Parent Guarantor 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 Parent Guarantor, to visit the principal executive
         office of the Parent Guarantor, to discuss the affairs, finances and
         accounts of the Parent Guarantor and its Restricted Subsidiaries with
         the Parent Guarantor's officers, and (with the consent of the Parent
         Guarantor, which consent will not be unreasonably withheld) its
         independent public accountants, and (with the consent of the Parent
         Guarantor, which consent will not be unreasonably withheld) to visit
         the other offices and properties of the Parent Guarantor and each
         Restricted 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 Parent Guarantor and upon reasonable prior
         notice to the Parent Guarantor, to visit and inspect any of the
         offices or properties of the Parent Guarantor or any Restricted
         Subsidiary, to examine all their respective books of account,
         records, reports and other papers, to make copies and extracts
         therefrom, and to discuss their respective affairs, finances and
         accounts with their respective officers and independent public
         accountants (and by this provision the Parent Guarantor authorizes
         said accountants to discuss the affairs, finances and accounts of the
         Parent Guarantor and its Restricted Subsidiaries), all at such
         reasonable times and as often as may reasonably be requested.

         Section 3.4. Reporting Treatment of Unrestricted Subsidiaries.
Notwithstanding anything to the contrary contained in this Agreement, so long
as the Unrestricted Subsidiaries continue to own, in the aggregate, less than
10% of Consolidated Total Capitalization in any fiscal period, the Parent
Guarantor shall be permitted to include, for purposes of the financial
reporting requirements contained in Sections 3.1(a) and (b), and only for
purposes of such Sections (and in no event for purposes of determining
compliance with any of the covenants contained in Sections 4 or 5 hereof), the
financial information of such entities on a consolidated basis. If at any time
the Unrestricted Subsidiaries shall own, in the aggregate, 10% or more of
Consolidated Total Capitalization in any fiscal period, the Parent Guarantor
shall either: (a) provide consolidating financial statements setting forth
separately the financial information for the Unrestricted Subsidiaries for
such period, together with the financial information of such entities on a
consolidated basis for purposes of the financial reporting requirements
contained in Sections 3.1(a) and (b) and only for purposes of such Sections
(and in no event for purposes of determining compliance with any of the
covenants contained in Sections 4 and 5 hereof) or (b) exclude the financial
information on a consolidated basis for the Unrestricted Subsidiaries from the
consolidated financial statements required to be delivered by the Parent
Guarantor for such period pursuant to Sections 3.1(a) and (b). In no event
shall the Parent Guarantor include financial information of the Unrestricted
Subsidiaries for purposes of any determination of compliance with any of the
covenants contained in Sections 4 or 5 hereof.

SECTION 4. AFFIRMATIVE COVENANTS OF PARENT GUARANTOR.

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

         Section 4.1. Compliance with Law. The Parent Guarantor will, and will
cause each of its Restricted Subsidiaries to, comply with all laws, ordinances
or governmental rules or regulations to which each of them is subject,
including, without limitation, ERISA and applicable laws in respect of
Non-U.S. Pension Plans and all Environmental Laws, and will obtain and
maintain in effect all licenses, certificates, permits, franchises and other
governmental authorizations necessary to the ownership of their respective
properties or to the conduct of their respective businesses, in each case to
the extent necessary to ensure that non-compliance with such laws, ordinances
or governmental rules or regulations or failures to obtain or maintain in
effect such licenses, certificates, permits, franchises and other governmental
authorizations could not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect.

         Section 4.2. Insurance. The Parent Guarantor will, and will cause
each of its Restricted 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 4.3. Maintenance of Properties. The Parent Guarantor will,
and will cause each of its Restricted 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), so that the
business carried on in connection therewith may be properly conducted at all
times; provided that this Section shall not prevent the Parent Guarantor or
any Restricted 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 Parent Guarantor has concluded that such discontinuance
could not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect.

         Section 4.4. Payment of Taxes and Claims. The Parent Guarantor will,
and will cause each of its Subsidiaries to, file all tax returns required to
be filed in any jurisdiction and to pay and discharge all taxes shown to be
due and payable on such returns and all other taxes, assessments, governmental
charges, or levies imposed on them or any of their properties, assets, income
or franchises, to the extent such taxes and assessments have become due and
payable and before they have become delinquent and all claim for which sums
have become due and payable that have or might become a Lien on properties or
assets of the Parent Guarantor or any Restricted Subsidiary; provided that
neither the Parent Guarantor nor any Restricted Subsidiary need pay any such
tax or assessment or claims if (a) the amount, applicability or validity
thereof is contested by the Parent Guarantor or such Restricted Subsidiary on
a timely basis in good faith and in appropriate proceedings, and the Parent
Guarantor or a Restricted Subsidiary has established adequate reserves
therefor in accordance with GAAP on the books of the Parent Guarantor or such
Subsidiary or (b) the nonpayment of all such taxes and assessments in the
aggregate could not reasonably be expected to have a Material Adverse Effect.

         Section 4.5. Corporate Existence, Etc. The Parent Guarantor will at
all times preserve and keep in full force and effect its corporate existence.
Subject to Section 5.6, the Parent Guarantor will at all times preserve and
keep in full force and effect the corporate existence of each of its
Restricted Subsidiaries (unless merged into the Parent Guarantor or a
Restricted Subsidiary) and all rights and franchises of the Parent Guarantor
and its Restricted Subsidiaries unless, in the good faith judgment of the
Parent Guarantor, the termination of or failure to preserve and keep in full
force and effect such corporate existence, right or franchise could not,
individually or in the aggregate, have a Material Adverse Effect.

         Section 4.6. Nature of Business. Neither the Parent Guarantor nor any
Restricted Subsidiary will engage in any business if, as a result, the general
nature of the business, taken on a consolidated basis, which would then be
engaged in by the Parent Guarantor and its Restricted Subsidiaries would be
substantially changed from the general nature of the business engaged in by
the Parent Guarantor and its Restricted Subsidiaries on the date of this
Agreement.

         Section 4.7. Parent Guaranty to Rank Pari Passu. The obligation of
the Parent Guarantor under Section 1 of this Agreement is and at all times
shall remain a direct and unsecured obligation of the Parent Guarantor ranking
pari passu as against the assets of the Parent Guarantor with all other
present and future unsecured Indebtedness (actual or contingent) of the Parent
Guarantor which is not expressed to be subordinate or junior in rank to any
other unsecured Indebtedness of the Parent Guarantor.

         Section 4.8. Guaranty by Subsidiaries. The Parent Guarantor will
cause each Subsidiary which after the date of the Closing delivers a Guaranty
pursuant to any Bank Credit Agreement to concurrently enter into the
Constituent Company Guaranty, and within three Business Days thereafter shall
deliver to each of the holders of the Notes the following items:

                  (a) an executed counterpart of the Constituent Company
         Guaranty or joinder agreement in respect of the Constituent Company
         Guaranty, as appropriate;

                  (b) a certificate signed by the President, a Vice President
         or another authorized Responsible Officer of such Subsidiary making
         representations and warranties to the effect of those contained in
         Sections 2.1, 2.2, 2.6 and 2.7, but with respect to such Subsidiary
         and the Constituent Company Guaranty or such joinder agreement, as
         applicable;

                  (c) such documents and evidence with respect to such
         Subsidiary as the Required Holders may reasonably request in order to
         establish the existence and good standing of such Subsidiary and the
         authorization of the transactions contemplated by the Constituent
         Company Guaranty;

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

                  (e) an executed counterpart of the Intercreditor Agreement
         among the holders of the Notes, the Parent Guarantor Notes and each
         of the Banks which are a party to any Bank Credit Agreement, which
         Agreement shall provide that the proceeds from the enforcement of the
         Constituent Company Guaranty, as amended by any such joinder
         agreement, if applicable, and from the enforcement of any Guaranty
         entered into pursuant to any Bank Credit Agreement, and any Guaranty
         entered into pursuant to the Parent Guarantor Note Agreement shall be
         shared on an equal and ratable basis with and among the holders of
         the Notes, the holders of the Parent Guarantor Notes and the Banks
         which are parties to the Bank Credit Agreements.

SECTION 5. NEGATIVE COVENANTS OF THE PARENT GUARANTOR.

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

         Section 5.1. Consolidated Net Worth. The Parent Guarantor will at all
times keep and maintain Consolidated Net Worth at an amount not less than the
sum of (a) U.S. $59,000,000 plus (b) 25% of Consolidated Net Income computed
on a cumulative basis for each of the elapsed fiscal years ending after
September 30, 1999, provided that notwithstanding that Consolidated Net Income
for any such elapsed fiscal year may be a deficit figure, no reduction as a
result thereof shall be made in the sum to be maintained pursuant hereto.

         Section 5.2. EBIT Interest Expense Coverage Ratio. The Company will
at all times during an Interest Coverage Trigger Period maintain the ratio of
(a) Consolidated EBIT for the immediately preceding four fiscal quarter period
to (b) Consolidated Interest Expense for such four consecutive fiscal quarter
period at not less than 2.0 to 1.0.

         Section 5.3. Limitations on Indebtedness; Preferred Stock. (a) The
Parent Guarantor will not create, issue, assume, guarantee or otherwise incur
or in any manner be or become liable in respect of any Indebtedness, except:

                  (i) Indebtedness evidenced by the Notes;

                  (ii) Indebtedness of the Parent Guarantor and its Restricted
         Subsidiaries outstanding as of the date of the Closing and described
         on Schedule 2.15 hereto;

                  (iii) additional Indebtedness of the Parent Guarantor;
         provided that at the time of creation, issuance, assumption,
         guarantee or incurrence thereof and after giving effect thereto and
         to the application of the proceeds thereof:

                           (1) Consolidated Indebtedness shall not exceed 55%
                  of Consolidated Total Capitalization, and

                           (2) in the case of the issuance of any Priority
                  Indebtedness of the Parent Guarantor, the aggregate amount
                  of Consolidated Priority Indebtedness (including the
                  Priority Indebtedness then to be created, issued, assumed,
                  guaranteed or incurred), shall not exceed 20% of
                  Consolidated Total Capitalization; and

                  (iv) Indebtedness of the Parent Guarantor owing to a
         Wholly-owned Restricted Subsidiary.

         (b) The Parent Guarantor will not permit any Restricted Subsidiary to
create, issue, assume, guarantee, or otherwise incur or in any manner become
liable in respect of any Indebtedness or Preferred Stock, except:

                  (i) Indebtedness of any Restricted Subsidiary of the Parent
         Guarantor evidenced by the Constituent Company Guaranty, any Guaranty
         entered into pursuant to any Bank Credit Agreement (provided that the
         Restricted Subsidiary which is a party to such Guaranty shall have
         entered into a Guaranty in respect of the Notes and the proceeds from
         the enforcement of each such Guaranty shall be subject to the
         Intercreditor Agreement) or any Guaranty entered into pursuant to the
         Parent Guarantor Note Agreement;

                  (ii) Indebtedness or Preferred Stock of a Restricted
         Subsidiary owing or issued to the Parent Guarantor or issued to a
         Wholly-owned Restricted Subsidiary;

                  (iii) Indebtedness and Preferred Stock of any Restricted
         Subsidiary outstanding as of the date of Closing and described on
         Schedule 2.15 hereto (subject to the provisions of Section 5.8); and

                  (iv) additional Indebtedness or Preferred Stock of any
         Restricted Subsidiary; provided that at the time of creation,
         issuance, assumption, guarantee or incurrence thereof and after
         giving effect thereto and to the application of the proceeds thereof:

                           (1) Consolidated Indebtedness shall not exceed 55%
                  of Consolidated Total Capitalization, and

                           (2) the aggregate amount of Consolidated Priority
                  Indebtedness (including the Priority Indebtedness or
                  Preferred Stock then to be created, issued, assumed,
                  guaranteed or incurred) shall not exceed 20% of Consolidated
                  Total Capitalization.

         (c) Indebtedness created, issued, assumed, guaranteed or otherwise
incurred by the Parent Guarantor or any Restricted Subsidiary within the
limitations of Section 5.3(a)(ii) or (b)(iii) may be renewed, extended or
refinanced (without any increase in principal amount remaining unpaid at the
time of such renewal, extension or refinancing) without regard to the
limitations of Section 5.3(a)(iii) or (b)(iv); provided that at the time of
such renewal, extension or refinancing and after giving effect thereto and to
the application of proceeds thereof, no Default or Event of Default would
exist.

         (d) All Indebtedness of any Person which becomes a Restricted
Subsidiary after the date hereof existing on the date such Person becomes a
Restricted Subsidiary shall for all purposes of this Section 5.3 be deemed to
have been created, issued, assumed, guaranteed or otherwise incurred at the
time it becomes or is designated a Restricted Subsidiary pursuant to Section
5.8.

         Section 5.4. Limitation on Liens. The Parent Guarantor will not, and
will not permit any Restricted Subsidiary to, create or incur, or suffer to be
incurred or to exist, any Lien on its or their property or assets, whether now
owned or hereafter acquired, or upon any income or profits therefrom, or
transfer any property for the purpose of subjecting the same to the payment of
obligations in priority to the payment of its or their general creditors, or
acquire or agree to acquire, or permit any Subsidiary to acquire, any property
or assets upon conditional sales agreements or other title retention devices,
except:

                  (a) Liens for property taxes and assessments or governmental
         charges or levies and Liens securing claims or demands of mechanics
         and materialmen; provided that payment thereof is not at the time
         required by Section 4.4;

                  (b) Liens of or resulting from any judgment or award, the
         time for the appeal or petition for rehearing of which shall not have
         expired, or in respect of which the Parent Guarantor 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;

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

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

                  (e) Liens existing as of the date of Closing and described
         on Schedule 2.15 or existing on property of any business entity at
         the time such entity becomes a Restricted Subsidiary;

                  (f) Liens created or incurred after the date of the Closing
         given to secure the payment of the purchase price incurred in
         connection with the acquisition or purchase of real or personal
         property or the cost of construction of improvements to real or
         personal property, in any such case useful and intended to be used in
         carrying on the business of the Parent Guarantor or a Restricted
         Subsidiary, including Liens existing on such real or personal
         property at the time of acquisition thereof; provided that (i) the
         Lien shall attach solely to the real or personal property acquired,
         purchased, constructed or improved, (ii) such Lien shall have been
         created or incurred within 12 months of the date of acquisition or
         purchase or the date of completion of construction of improvements to
         such real or personal property, (iii) at the time of the acquisition
         or purchase or of completion of construction of such improvements,
         the aggregate amount remaining unpaid on all Indebtedness secured by
         Liens on such real or personal property shall not exceed an amount
         equal to 100% of the lesser of the total purchase price or fair
         market value at the time of acquisition or purchase (as determined in
         good faith by the Board of Directors of the Company) or the cost of
         construction on the date of completion thereof, and (iv) all such
         Indebtedness shall have been incurred within the limitations provided
         in Section 5.3(a)(iii)(1) or Section 5.3(b)(iv), as the case may be;

                  (g) Liens created or incurred after the date of Closing and
         affixed on real or personal property (including without limitation
         outstanding shares of capital stock and Indebtedness) of any entity
         at the time such entity becomes a Restricted Subsidiary or at the
         time an Unrestricted Subsidiary is designated as a Restricted
         Subsidiary, so long as they were not incurred or extended or renewed
         (other than in the ordinary course of business) in contemplation of
         the acquisition or purchase of such entity or the designation of such
         Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i)
         the Lien shall attach solely to such real or personal property, (ii)
         at the time of acquisition or purchase or designation of such
         Restricted Subsidiary, the aggregate amount of Indebtedness secured
         by Liens on such real or personal property (whether or not assumed by
         the Parent Guarantor or such Restricted Subsidiary) shall not exceed
         an amount equal to the lesser of the purchase price or fair market
         value of such real property or such personal property (as determined
         in good faith by the Board of Directors of the Parent Guarantor), and
         (iii) all such Indebtedness shall have been incurred within the
         limitations provided in Section 5.3(a)(iii)(1) or Section 5.3(b)(iv),
         as the case may be;

                  (h) Liens on any property of the Parent Guarantor or any
         Restricted Subsidiary in favor of any Governmental Authority which
         result from any contract entered into in the ordinary course of
         business and not in connection with the borrowing of money;

                  (i) Liens created or incurred after the date of the Closing
         given to secure Indebtedness of the Parent Guarantor or any
         Restricted Subsidiary in addition to the Liens permitted by the
         preceding clauses (a) through (g) hereof; provided that all
         Indebtedness secured by such Liens shall have been incurred within
         the limitations provided in Sections 5.3(a)(iii)(1) and (2) or
         5.3(b)(iv) (1) and (2); and

                  (j) any extension, renewal or refunding of any Lien
         permitted by the preceding clause (e) of this Section 5.4 in respect
         of the same property theretofore subject to such Lien in connection
         with the extension, renewal or refunding of the Indebtedness secured
         thereby; provided that (1) such extension, renewal or refunding of
         Indebtedness shall be without increase in the principal amount
         remaining unpaid as of the date of such extension, renewal or
         refunding, and (2) such Lien shall attach solely to the same such
         property.

         Section 5.5. Limitation on Sale and Leasebacks. The Parent Guarantor
will not, and will not permit any Restricted Subsidiary to, enter into any
arrangement, directly or indirectly, whereby the Parent Guarantor or such
Restricted Subsidiary shall in one or more related transactions sell, transfer
or otherwise dispose of any property owned by the Parent Guarantor or such
Restricted Subsidiary more than 180 days after the later of the date of
initial acquisition of such property or completion or occupancy thereof, as
the case may be, by the Parent Guarantor or such Restricted Subsidiary, and
then rent or lease, as lessee, such property or any part thereof (a "Sale and
Leaseback Transaction"); provided that the foregoing restriction shall not
apply to any Sale and Leaseback Transaction if immediately after the
consummation of such Sale and Leaseback Transaction and after giving effect
thereto, any of the following conditions is satisfied:

                  (a) the lease relating to such Sale and Leaseback
         Transaction is not a Long-Term Lease; or

                  (b) the sale of property relating to such Sale and Leaseback
         Transaction constitutes a sale of such property by a Restricted
         Subsidiary to the Parent Guarantor or to a Wholly-Owned Restricted
         Subsidiary or by the Parent Guarantor to a Wholly-Owned Restricted
         Subsidiary; or

                  (c) the sale of such property is for cash consideration
         which (after deduction of any expenses incurred by the Parent
         Guarantor or any Restricted Subsidiary in connection with such Sale
         and Leaseback Transaction) equals or exceeds the fair market value of
         the property so sold (as determined in good faith by the Board of
         Directors of the Parent Guarantor) and the net proceeds from such
         sale are applied to either (i) the purchase or acquisition (and, in
         the case of real property, the construction) of fixed assets useful
         and intended to be used by the Parent Guarantor or a Restricted
         Subsidiary in the operation of the business of the Parent Guarantor
         and its Restricted Subsidiaries as described in Section 4.6 hereof
         (provided that in any such event the Parent Guarantor and its
         Restricted Subsidiaries shall not then or thereafter cause or permit
         or agree or consent to cause or permit such tangible assets to be
         subject to any Lien) or (ii) the prepayment at the applicable
         prepayment premium, if any, on a pro rata basis, of Senior
         Indebtedness of the Parent Guarantor, it being understood and agreed
         by the Parent Guarantor that any such prepayment of the Notes shall
         be prepaid as and to the extent provided in Section 7.2 of the Note
         Purchase Agreements; or

                  (d) after giving effect to the consummation of such Sale and
         Leaseback Transaction and to the application of the proceeds
         therefrom, Consolidated Priority Indebtedness (including the
         Attributable Indebtedness to be incurred in connection with such Sale
         and Leaseback Transaction) shall not exceed 20% of Consolidated Total
         Capitalization.

         Section 5.6. Mergers, Consolidations and Sales of Assets. (a) The
Parent Guarantor will not, and will not permit any Restricted Subsidiary to,
consolidate with or be a party to a merger with any other Person, or sell,
lease or otherwise dispose of all or substantially all of its assets; provided
that:

                  (i) any Restricted Subsidiary may merge or consolidate with
         or into the Parent Guarantor or any Wholly-owned Restricted
         Subsidiary so long as in (i) any merger or consolidation involving
         the Parent Guarantor, the Parent Guarantor shall be the surviving or
         continuing corporation and (ii) in any merger or consolidation
         involving a Wholly-owned Restricted Subsidiary (and not the Parent
         Guarantor), the Wholly-owned Restricted Subsidiary shall be the
         surviving or continuing corporation;

                  (ii) the Parent Guarantor may consolidate or merge with or
         into any other corporation if (1) the corporation which results from
         such consolidation or merger (the "surviving corporation") is
         organized under the laws of any state of the United States or the
         District of Columbia, (2) the due and punctual payment of the
         principal of and premium, if any, and interest on all of the Notes,
         according to their tenor, and the due and punctual performance and
         observation of all of the covenants in the Notes and this Agreement
         to be performed or observed by the Parent Guarantor are expressly
         assumed in writing by the surviving corporation and the surviving
         corporation shall furnish to the holders of the Notes an opinion of
         counsel satisfactory to such holders to the effect that the
         instrument of assumption has been duly authorized, executed and
         delivered and constitutes the legal, valid and binding contract and
         agreement of the surviving corporation enforceable in accordance with
         its terms, except as enforcement of such terms may be limited by
         bankruptcy, insolvency, reorganization, moratorium and similar laws
         affecting the enforcement of creditors' rights generally and by
         general equitable principles, (3) each of the Constituent Company
         Guarantors confirms in writing its obligations under the Constituent
         Company Guaranty and/or joinder agreement, as applicable, and (4) at
         the time of such consolidation or merger and immediately after giving
         effect thereto, (A) no Default or Event of Default would exist and
         (B) the surviving corporation would be permitted by the provisions of
         Section 5.3(a)(iii)(1) to incur at least U.S. $1.00 of additional
         Indebtedness;

                  (iii) the Parent Guarantor may sell or otherwise dispose of
         all or substantially all of its assets to any Person for
         consideration which represents the fair market value of such assets
         (as determined in good faith by the Board of Directors of the Parent
         Guarantor) at the time of such sale or other disposition if (1) the
         acquiring Person is a corporation organized under the laws of any
         state of the United States or the District of Columbia, (2) the due
         and punctual payment of the principal of and premium, if any, and
         interest on all the Notes, according to their tenor, and the due and
         punctual performance and observance of all of the covenants in the
         Notes and in this Agreement to be performed or observed by the Parent
         Guarantor are expressly assumed in writing by the acquiring
         corporation and the acquiring corporation shall furnish to the
         holders of the Notes an opinion of counsel satisfactory to such
         holders to the effect that the instrument of assumption has been duly
         authorized, executed and delivered and constitutes the legal, valid
         and binding contract and agreement of such acquiring corporation
         enforceable in accordance with its terms, except as enforcement of
         such terms may be limited by bankruptcy, insolvency, reorganization,
         moratorium and similar laws affecting the enforcement of creditors'
         rights generally and by general equitable principles, (3) each of the
         Constituent Company Guarantors confirms in writing its obligations
         under the Constituent Company Guaranty and/or joinder agreement, as
         applicable, and (4) at the time of such sale or disposition and
         immediately after giving effect thereto, (A) no Default or Event of
         Default would exist and (B) the acquiring corporation would be
         permitted by the provisions of Section 5.3(a)(iii)(1) to incur at
         least U.S. $1.00 of additional Indebtedness.

         (b) The Parent Guarantor will not, and will not permit any Restricted
Subsidiary to, sell, lease, transfer, abandon or otherwise dispose of assets
(except assets sold in the ordinary course of business for fair market value
and except as provided in Section 5.6(a)(iii)); provided that the foregoing
restrictions do not apply to:

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

                  (ii) the sale of assets for cash or other property to a
         Person or Persons other than an Affiliate if all of the following
         conditions are met:

                           (1) such assets (valued at net book value) do not,
                  together with all other assets of the Parent Guarantor and
                  its Restricted Subsidiaries previously disposed of during
                  the immediately preceding twelve-calendar month period
                  (other than in the ordinary course of business), exceed 15%
                  of Consolidated Total Assets, determined as of the end of
                  the immediately preceding fiscal quarter;

                           (2) in the opinion of the Parent Guarantor's Board
                  of Directors, the sale is for fair value and is in the best
                  interests of the Parent Guarantor; and

                           (3) immediately after the consummation of the
                  transaction and after giving effect thereto, (A) no Default
                  or Event of Default would exist, and (B) the Parent
                  Guarantor would be permitted by the provisions of Section
                  5.3(a)(iii)(1) to incur at least U.S. $1.00 of additional
                  Indebtedness;

provided, however, that for purposes of the foregoing calculation, there shall
not be included any assets the proceeds of which were or are applied within 12
months of the date of sale of such assets to either (A) the acquisition of
productive assets useful and intended to be used in the operation of the
business of the Parent Guarantor and its Restricted Subsidiaries as described
in Section 4.6 and having a fair market value (as determined in good faith by
the Board of Directors of the Parent Guarantor) at least equal to that of the
assets so disposed of or (B) the prepayment at any applicable prepayment
premium, on a pro rata basis, of Senior Indebtedness of the Parent Guarantor
or its Restricted Subsidiaries. It is understood and agreed by the Parent
Guarantor that any such proceeds paid and applied to the prepayment of the
Notes as hereinabove provided shall be prepaid as and to the extent provided
in Section 7.2 of the Note Purchase Agreements.

         Section 5.7. Transactions with Affiliates. The Parent Guarantor will
not, and will not permit any Restricted Subsidiary to, enter into or be a
party to any transaction or arrangement with any Affiliate (including, without
limitation, the purchase from, sale to or exchange of property with, or the
rendering of any service by or for, any Affiliate), except in the ordinary
course of and pursuant to the reasonable requirements of the Parent
Guarantor's or such Restricted Subsidiary's business and upon fair and
reasonable terms no less favorable to the Parent Guarantor or such Restricted
Subsidiary than would obtain in a comparable arm's-length transaction with a
Person other than an Affiliate.

         Section 5.8. Designation of Subsidiaries. The Parent Guarantor may
designate or redesignate any Unrestricted Subsidiary as a Restricted
Subsidiary and may designate or redesignate any Restricted Subsidiary as an
Unrestricted Subsidiary; provided that:

                  (a) the Parent Guarantor shall have given not less than 10
         days' prior written notice to the holders of the Notes that a Senior
         Financial Officer has made such determination,

                  (b) at the time of any such designation or redesignation and
         immediately after giving effect thereto: (i) no Default or Event of
         Default would exist and (ii) the Parent Guarantor would be permitted
         by the provisions of Section 5.3(a)(iii)(1) to incur at least U.S.
         $1.00 of additional Indebtedness,

                  (c) in the case of the designation of a Restricted
         Subsidiary as an Unrestricted Subsidiary and after giving effect
         thereto, such Unrestricted Subsidiary so designated shall not,
         directly or indirectly, own any Indebtedness or capital stock of the
         Parent Guarantor or any Restricted Subsidiary and such designation
         shall be treated as a disposition of such Restricted Subsidiary and
         shall be within the limitations of Section 5.6(b),

                  (d) in the case of the designation of an Unrestricted
         Subsidiary as a Restricted Subsidiary and after giving effect
         thereto: (i) all outstanding Indebtedness of such Restricted
         Subsidiary so designated shall be permitted within the applicable
         limitations of Section 5.3(b)(iii) and (ii) all existing Liens of
         such Restricted Subsidiary so designated shall be permitted within
         the applicable limitations of Section 5.4,

                  (e) in the case of the designation of a Restricted
         Subsidiary as an Unrestricted Subsidiary, such Restricted Subsidiary
         shall not at any time after the date of this Agreement have
         previously been designated as an Unrestricted Subsidiary more than
         twice, and

                  (f) in the case of the designation of an Unrestricted
         Subsidiary as a Restricted Subsidiary, such Unrestricted Subsidiary
         shall not at any time after the date of this Agreement have
         previously been designated as a Restricted Subsidiary more than
         twice.

SECTION 6. 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 Parent Guarantor pursuant to
this Agreement shall be deemed representations and warranties of the Parent
Guarantor under this Agreement. Subject to the preceding sentence, this
Agreement embodies the entire agreement and understanding between you and the
Parent Guarantor and supersedes all prior agreements and understandings
relating to the subject matter hereof.

SECTION 7. AMENDMENT AND WAIVER.

         Section 7.1. Requirements. This Agreement may be amended, and the
observance of any term hereof may be waived (either retroactively or
prospectively), with (and only with) the written consent of the Parent
Guarantor and the Required Holders, except that (a) no amendment or waiver of
any of the provisions of Section 2 hereof, or any defined term (as it is used
therein), will be effective as to you unless consented to by you in writing,
and (b) no such amendment or waiver may, without the written consent of the
holder of each Note at the time outstanding affected thereby, (i) 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 (ii) amend any of
Sections 1, 7 or 10.

         Section 7.2. Solicitation of Holders of Notes.

         (a) Solicitation. The Parent Guarantor 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. The Parent Guarantor will deliver executed or true and
correct copies of each amendment, waiver or consent effected pursuant to the
provisions of this Section 7 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 Parent Guarantor 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 7.3. Binding Effect, Etc. Any amendment or waiver consented
to as provided in this Section 7 applies equally to all holders of Notes and
is binding upon them and upon each future holder of any Note and upon the
Parent Guarantor 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 Parent Guarantor 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 7.4. Notes Held by Parent Guarantor, 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 have
directed the taking of any action provided herein 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
Parent Guarantor or any of its Affiliates shall be deemed not to be
outstanding.

         Section 7.5. Purchase of Notes. The Parent Guarantor will not and
will not permit any Subsidiary (including, without limitation, the Company) or
any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or
indirectly, any of the outstanding Notes except upon the payment or prepayment
of the Notes in accordance with the terms of this Agreement and the Notes.

SECTION 8. 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 to the Note Purchase
         Agreements, or at such other address as you or it shall have
         specified to the Parent Guarantor 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 Parent
         Guarantor in writing, or

                  (iii) if to the Parent Guarantor, to the Parent Guarantor at
         its address set forth at the beginning hereof to the attention of the
         Treasurer, or at such other address as the Parent Guarantor shall
         have specified to the holder of each Note in writing (with any notice
         or communication by telefacsimile to the Parent Guarantor at
         847-236-0503).

Notices under this Section 8 will be deemed given only when actually received.

SECTION 9. REPRODUCTION OF DOCUMENTS .

         This Agreement and all documents relating hereto, 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 Parent Guarantor 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 9 shall not prohibit the Parent Guarantor 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 10. CONFIDENTIAL INFORMATION.

         For the purposes of this Section 10, "Confidential Information" means
information delivered to you by or on behalf of the Parent Guarantor 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 Parent Guarantor or such Subsidiary,
provided that such term does not include information that (a) was publicly
known or otherwise known to you prior to the time of such disclosure, (b)
subsequently becomes publicly known through no act or omission by you or any
person acting on your behalf, (c) otherwise becomes known to you other than
through disclosure by the Parent Guarantor or any Subsidiary or (d)
constitutes financial statements delivered to you under Section 3.1 that are
otherwise publicly available. You will maintain the confidentiality of such
Confidential Information in accordance with procedures adopted by you in good
faith to protect confidential information of third parties delivered to you,
provided that you may deliver or disclose Confidential Information to (i) your
directors, officers, employees, agents, attorneys and affiliates (to the
extent such disclosure reasonably relates to the administration of the
investment represented by your Notes), (ii) your financial advisors and other
professional advisors who agree to hold confidential the Confidential
Information substantially in accordance with the terms of this Section 10,
(iii) any other holder of any Note, (iv) any Institutional Investor to which
you sell or offer to sell such Note or any part thereof or any participation
therein (if such Person has agreed in writing prior to its receipt of such
Confidential Information to be bound by the provisions of this Section 10),
(v) any Person from which you offer to purchase any security of the Parent
Guarantor (if such Person has agreed in writing prior to its receipt of such
Confidential Information to be bound by the provisions of this Section 10),
(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 10 as though it were a party to this Agreement. On reasonable request
by the Parent Guarantor 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 Parent Guarantor embodying the provisions of this Section 10.

SECTION 11. MISCELLANEOUS.

         Section 11.1. Successors and Assigns. All covenants and other
agreements contained in this Agreement by or on behalf of any of the parties
hereto bind and inure to the benefit of their respective successors and
assigns (including, without limitation, any subsequent holder of a Note)
whether so expressed or not.

         Section 11.2. 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 11.3. Construction. Each covenant contained herein shall be
construed (absent express provision to the contrary) as being independent of
each other covenant contained herein, so that compliance with any one covenant
shall not (absent such an express contrary provision) be deemed to excuse
compliance with any other covenant. Where any provision herein refers to
action to be taken by any Person, or which such Person is prohibited from
taking, such provision shall be applicable whether such action is taken
directly or indirectly by such Person.

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

         Section 11.4. 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 11.5. 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.


                                   * * * * *


         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 Parent Guarantor, whereupon the foregoing shall become a binding agreement
between you and the Parent Guarantor.

                                   Very truly yours,

                                   WOODHEAD INDUSTRIES, INC.


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




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

                                   ALLSTATE LIFE INSURANCE COMPANY


                                   By


                                   By
                                     -------------------------------------------
                                        Its Authorized  Signatories



                                   Massachusetts Mutual Life Insurance Company


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




                                   CM Life Insurance Company


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







                                  SCHEDULE A




ALLSTATE LIFE INSURANCE COMPANY

CM LIFE INSURANCE COMPANY

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY











                                EXHIBIT 4.4(c)
                         (to Note Purchase Agreement)








                     SUBSIDIARIES OF THE PARENT GUARANTOR
                       AND OWNERSHIP OF SUBSIDIARY STOCK



ENTITY                                                           JURISDICTION
------                                                           ------------

WOODHEAD INDUSTRIES, INC.                                        Delaware

1. AI/FOCS, INC.                                                 Delaware

1. AERO-MOTIVE COMPANY                                           Michigan

1. AERO-MOTIVE (U.K.) LIMITED                                    Wales

         2.    WOODHEAD FRANCE S.A.R.L.                          France

               3. ELITEC, S.A.                                   France

1. CENTRAL RUBBER COMPANY                                        Illinois

1. DANIEL WOODHEAD COMPANY                                       Delaware

1. H.F. VOGEL GmbH ELECTROTECHNISCHE                             Germany

    FABRIK

1. mPm S.r.l.                                                    Italy

    2. mpm Handels GmbH                                          Germany

1. WOODHEAD ASIA PTE. LTD.                                       Singapore

1. WOODHEAD CANADA LIMITED                                       Nova Scotia

   SST (an operating division)

1. Woodhead Finance Company                                      Nova Scotia

1. WOODHEAD de Mexico, S.A. de C.V.                              Mexico

1. WOODHEAD JAPAN CORPORATION                                    Japan

1. WOODHEAD INDUSTRIES (The Netherlands) B.V.                    Netherlands

   2. AKAPP ELECTRO INDUSTRIE B.V.                               Netherlands

1. WIS CORP.                                                     Virgin Islands



1. First tier subs of Woodhead Industries.
2. Second tier subs of Woodhead Industries.
3. Third tier subs of Woodhead Industries.