10-Q

TABLE OF CONTENTS

Part I – FINANCIAL INFORMATION
	ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
	CONDENSED CONSOLIDATED BALANCE SHEET
	CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
	NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
	ITEM 2. "MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
	ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Part II — Other Information
SIGNATURES
Ex.4(A)--$350 Million Credit Agreement
Ex.4(B)--$100 Million Senior Note Purchase Agrmt.

FORM 10-Q
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

(Mark One)
[X]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended	July 29, 2001
OR

[    ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 0-7977

NORDSON CORPORATION
(Exact name of registrant as specified in its charter)

Ohio	34-0590250
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
28601 Clemens Road, Westlake, Ohio	44145
(Address of principal executive offices)	(Zip Code)

                                                             Registrant’s telephone number, including area code: (440) 892-1580

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes    X     No         

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: Common Shares without par value as of July 29, 2001: 33,044,786

Page 1

NORDSON CORPORATION

INDEX

			Page Number
Part I	—	Financial Information
Item 1.		Financial Statements (Unaudited)
		Condensed Consolidated Statement of Income — Thirteen and Thirty-Nine Weeks ended July 29, 2001 and July 30, 2000		3
		Condensed Consolidated Balance Sheet — July 29, 2001 and October 29, 2000		4
		Condensed Consolidated Statement of Cash Flows — Thirty -Nine Weeks ended July 29, 2001 and July 30, 2000		5
		Notes to Condensed Consolidated Financial Statements		6
Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations		13
Item 3.		Quantitative and Qualitative Disclosures About Market Risk		17
Part II	—	Other Information
Item 6.		Exhibits and Reports on Form 8-K		18
		Signatures		19

Page 2

Part I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)

NORDSON CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF INCOME
(Dollars and shares in thousands except for per share amounts)

		Thirteen Weeks Ended						Thirty-Nine Weeks Ended
		July 29, 2001			July 30, 2000			July 29, 2001			July 30, 2000
Sales		$	175,333		$	184,104		$	543,491		$	523,639
Cost of sales			83,661			82,299			246,680			233,673
Selling & administrative expenses			77,022			74,192			233,278			222,376
Goodwill amortization			4,014			1,423			12,040			4,298
Restructuring and severance costs			765			964			2,214			7,722
Operating profit			9,871			25,226			49,279			55,570
Other income (expense):
	Interest expense		(7,022	)		(3,051	)		(22,753	)		(8,494	)
	Interest and investment income		182			240			532			711
	Other — net		5,593			435			6,904			2,033
Income before income taxes			8,624			22,850			33,962			49,820
Income taxes			2,997			7,883			11,802			17,188
Net income		$	5,627		$	14,967		$	22,160		$	32,632
Common Shares			32,781			32,238			32,617			32,488
Common share equivalents			302			306			374			216
Common shares and common share equivalents			33,083			32,544			32,991			32,704
Earnings per share:
	Basic	$	.17		$	.47		$	.68		$	1.00
	Diluted	$	.17		$	.46		$	.67		$	1.00
Dividends per common share		$	.14		$	.13		$	.42		$	.39

See accompanying notes.

Page 3

NORDSON CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEET

(Dollars in thousands)

		July 29, 2001			October 29, 2000
		(UNAUDITED)
ASSETS
Current assets:
	Cash and cash equivalents	$	716		$	785
	Marketable securities		30			30
	Receivables		159,844			191,371
	Inventories		154,452			134,922
	Deferred income taxes		33,938			32,747
	Prepaid expenses		11,041			9,383
	Total current assets		360,021			369,238
Property, plant and equipment — net			136,553			126,910
Intangible assets — net			344,996			93,763
Other assets			19,706			20,129
		$	861,276		$	610,040
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
	Notes payable	$	220,335		$	91,697
	Accounts payable		43,260			74,151
	Current portion of long-term debt		21,130			4,230
	Other current liabilities		76,365			82,930
	Total current liabilities		361,090			253,008
Long-term debt			188,610			60,800
Other liabilities			47,387			49,009
Shareholders’ equity:
	Common shares		12,253			12,253
	Capital in excess of stated value		113,017			103,142
	Accumulated other comprehensive loss		(17,241	)		(11,946	)
	Retained earnings		501,747			493,273
	Common shares in treasury, at cost		(345,083	)		(348,979	)
	Deferred stock-based compensation		(504	)		(520	)
	Total shareholders’ equity		264,189			247,223
		$	861,276		$	610,040

See accompanying notes.

Page 4

NORDSON CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
(Dollars in thousands)

		Thirty-Nine Weeks Ended
		July 29, 2001			July 30, 2000
Cash flows from operating activities:
	Net income	$	22,160		$	32,632
	Depreciation and amortization		31,278			23,125
	Changes in operating assets and liabilities		(23,984	)		(13,861	)
	Other — net		(3,640	)		5,466
			25,814			47,362
Cash flows from investing activities:
	Additions to property, plant and equipment		(20,830	)		(17,305	)
	Acquisition of new businesses		(280,351	)		—
			(301,181	)		(17,305	)
Cash flows from financing activities:
	Net proceeds from notes payable		130,657			7,592
	Net payment of long-term debt		145,186			(6,195	)
	Issuance of common shares		13,992			3,872
	Purchase of treasury shares		(446	)		(15,839	)
	Dividends paid		(13,687	)		(12,662	)
			275,702			(23,232	)
Effect of exchange rate changes on cash			(404	)		(1,952	)
Increase (Decrease) in cash			(69	)		4,873
Cash and cash equivalents
	Beginning of fiscal year		785			16,030
	End of period	$	716		$	20,903

See accompanying notes.

Page 5

NORDSON CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

July 29, 2001

1.	Basis of presentation. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the quarter ended July 29, 2001 are not necessarily indicative of the results that may be expected for the full fiscal year. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s annual report on Form 10-K for the year ended October 29, 2000. Certain prior period amounts have been reclassified to conform to current period presentation.
2.	Revenue recognition. Revenues are recognized when customer orders are complete and shipped. Accruals for the cost of product warranties are maintained for anticipated future claims. A limited number of the Company’s large engineered system sales contracts are accounted for using the percentage-of-completion method. Accordingly, the amount of revenue recognized for a given accounting period is based on the ratio of actual costs incurred to total estimated costs at completion.
3.	Use of estimates. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements. Actual amounts could differ from these estimates.
4.	Inventories. Inventories consisted of the following:

(in dollars in thousands)	July 29, 2001		October 29, 2000
Finished goods	$	48,525	$	38,732
Work-in process		33,642		30,433
Raw materials and finished parts		72,285		65,757
	$	154,452	$	134,922

5. Accounting changes. The Company adopted Financial Accounting Standards Board Statement No. 138, “Accounting for Certain Derivative Instruments and Certain Hedging Activities” (FAS 138) which amended Statement No. 133, “Accounting and Reporting Standards for Derivative Instruments and Hedging Activities” (FAS 133) for fiscal year 2001, which began on October 30, 2000. The adoption of FAS 138 did not have a material effect on the financial statements of the Company.

Page 6

For the quarter ended January 28, 2001, the Company adopted the Securities and Exchange Commission’s Staff Accounting Bulletin (SAB) No. 101, “Revenue Recognition in Financial Statements” which summarizes the staff’s views regarding the application of generally accepted accounting principles to selected revenue recognition issues. The adoption of this Bulletin did not require the Company to alter its current revenue recognition policies. Therefore, it did not have a material effect on the financial statements of the Company.

In June 2001, the Financial Accounting Standards Board issued Statements of Financial Accounting Standards No. 141, “Business Combinations” and No. 142, “Goodwill and Other Intangible Assets” effective for fiscal years beginning after December 15, 2001. Under the new rules, goodwill and intangible assets deemed to have indefinite lives will no longer be amortized but will be subject to annual impairment tests. The Company is required to adopt statements 141 and 142 effective November 4, 2002. Early adoption of the statements is permitted. The Company has not yet determined what the effect of the new rules will be on the earnings and financial position of the Company.

6. Comprehensive income. Comprehensive income for the thirteen and thirty-nine weeks ended July 29, 2001 and July 30, 2000 is as follows:

	Thirteen Weeks Ended						Thirty-Nine Weeks Ended
(in thousands)	July 29, 2001			July 30, 2000			July 29, 2001			July 30, 2000
Net income	$	5,627		$	14,967		$	22,160		$	32,632
Foreign currency translation Adjustments		(2,101	)		(2,228	)		(5,295	)		(1,903	)
Comprehensive income	$	3,526		$	12,739		$	16,865		$	30,729

Accumulated other comprehensive gain (loss), consisting entirely of accumulated foreign currency translation adjustments as of July 29, 2001 and July 30, 2000 is as follows:

(dollars in thousands)	July 29, 2001			July 30, 2000
Beginning balance	$	(11,946	)	$	(7,521	)
Current-period change		(5,295	)		(1,903	)
Ending balance	$	(17,241	)	$	(9,424	)

Page 7

7.

Operating segments. The Company conducts business across three primary business segments: adhesive dispensing and nonwoven fiber systems, coating and finishing systems and advanced technology systems. The composition of segments and measure of segment profitability is consistent with that used by the Company’s management. The primary measurement focus is operating profit, which equals sales less operating costs and expenses. Operating profit excludes interest income (expense), investment income (net) and other income (expense). Items below the operating income line of the Condensed Consolidated Statement of Income are not presented by segment, since they are excluded from the measure of segment profitability reviewed by the Company’s management. The accounting policies of the segments are generally the same as those described in Note 1, Significant Accounting Policies, of the Company’s annual report on Form 10-K for the year ended October 29, 2000.

End markets for Nordson products include food and beverage, metal furniture, appliances, electronic components, disposable nonwoven products and automotive components. Nordson sells its products primarily though a direct, geographically dispersed sales force.

The following table presents information about the Company’s reportable segments:

		Adhesive
		Dispensing		Coating
		& Nonwoven		&			Advanced
		Fiber		Finishing			Technology
(in thousands)		Systems		Systems			Systems		Corporate			Total
Thirteen weeks ended
July 29, 2001
	Net external sales	$	107,528	$	31,633		$	36,172	$	—		$	175,333
	Operating profit (loss)		19,989		(319	)		4,579		(14,378	)(a)		9,871
Thirteen weeks ended
July 30, 2000
	Net external sales	$	113,319	$	36,882		$	33,903	$	—		$	184,104
	Operating profit (loss)		26,699		3,543			6,023		(11,039	)(a)		25,226
Thirty-Nine weeks ended
July 29, 2001
	Net external sales	$	313,005	$	95,509		$	134,977	$	—		$	543,491
	Operating profit (loss)		57,142		2,584			28,239		(38,686	)(a)		49,279
Thirty-Nine weeks ended
July 30, 2000
	Net external sales	$	323,286	$	102,878		$	97,475	$	—		$	523,639
	Operating profit (loss)		71,796		5,286			15,254		(36,766	)(a)		55,570

(a) For the thirteen and thirty-nine weeks ended July 29, 2001, this amount includes severance and restructuring costs of $765 and $2,214, respectively. For the thirteen and thirty-nine weeks ended July 30, 2000, this amount includes severance and restructuring costs of $964 and $7,722, respectively.

Page 8

A reconciliation of total segment operating income to total consolidated income before income taxes is as follows:

		Thirteen weeks ended
(dollars in thousands)		July 29, 2001			July 30, 2000
Total operating income for
Reported segments		$	9,871		$	25,226
	Interest expense		(7,022	)		(3,051	)
	Interest and investment income		182			240
	Other — net		5,593			435
Income before income taxes		$	8,624		$	22,850

		Thirty-Nine weeks ended
(dollars in thousands)		July 29, 2001			July 30, 2000
Total operating income for
Reported segments		$	49,279		$	55,570
	Interest expense		(22,753	)		(8,494	)
	Interest and investment income		532			711
	Other — net		6,904			2,033
Income before income taxes		$	33,962		$	49,820

The Company has significant sales in the following geographic regions:

	Thirteen weeks ended
(dollars in thousands)	July 29, 2001		July 30, 2000
North America	$	88,251	$	89,266
Europe		54,113		57,132
Japan		16,573		18,237
Pacific South		16,396		19,469
	$	173,333	$	184,104

	Thirty-Nine weeks ended
(dollars in thousands)	July 29, 2001		July 30, 2000
North America	$	268,458	$	247,222
Europe		161,334		167,984
Japan		53,945		53,400
Pacific South		59,754		55,033
	$	543,491	$	523,639

Page 9

8.	Derivative Instruments and Hedging Activities. In June 2000, the Financial Accounting Standards Board issued Statement No. 138, “Accounting for Certain Derivative Instruments and Certain Hedging Activities” (FAS 138) which amends Statement No. 133, “Accounting and Reporting Standards for Derivative Instruments and Hedging Activities” (FAS 133). FAS 133 requires an entity to measure all derivatives at fair value and to recognize them on the balance sheet as an asset or liability, depending on the entity’s rights or obligations under the applicable derivative contract.
	The Company uses derivatives to moderate the financial market risks of its business operations. Derivatives such as forward contracts may be used to hedge the foreign currency market exposures underlying certain assets and liabilities and forecasted transactions. The Company may also enter into interest rate swap agreements to modify the interest characteristics of its long-term debt. Additionally, the Company may use foreign denominated fixed-rate debt and intercompany foreign currency transactions of a long-term investment nature to protect the value of its investment in its wholly owned foreign subsidiaries.
	For derivative instruments that are designated and qualify as a fair value hedge, the gain or loss on the derivative instrument as well as the offsetting gain or loss on the hedged item attributable to the hedged risk are recognized in earnings for the current period. For hedges of net investment in foreign operations, realized and unrealized gains and losses are not included in net income, but are shown in the Cumulative Translation Adjustment account included in Other Comprehensive Income. Hedges of intercompany receivables and payables are not considered fair value hedges, and the fair value of the contracts is included in earnings for the current period.
	At July 29, 2001, the Company had designated an interest rate swap as a fair value hedge. This derivative qualified for the short-cut method. The swap was recorded with a fair market value of $203,000 in Other Assets on the Condensed Consolidated Balance Sheet.
	The Company economically hedges intercompany receivables and payables with foreign exchange contracts, which are usually short-term in nature. These derivatives are not designated as fair value hedges. All changes in the fair value of these contracts are included in Other Income (Expense), Other – net, on the Condensed Consolidated Statement of Income. Gains of $22,000 and $581,000 were recognized from changes in fair value of these contracts for the thirty-nine weeks ended July 29, 2001 and July 30, 2000, respectively. Losses of $238,000 and $279,000 were recognized for the thirteen weeks ended July 29, 2001 and July 30, 2000, respectively.
	For the thirty-nine weeks ended July 29, 2001, net gains of $1,603,000 were included in the Cumulative Translation Adjustment account related to foreign denominated fixed-rate debt designated as a hedge of net investments in foreign operations.

Page 10

9.	Acquisition. On September 21, 2000, Nordson entered into a stock purchase agreement to purchase all of the outstanding shares of EFD Inc. (EFD), a privately held company headquartered in East Providence, Rhode Island. The transaction closed on October 30, 2000. Assets acquired mainly consisted of trade accounts receivable, inventories and property, plant and equipment.
	The purchase price paid for EFD pursuant to the stock purchase agreement was $280 million. The acquisition was accounted for using the purchase method of accounting. Funds to finance the acquisition were obtained from cash on hand, existing credit facility agreements and proceeds from long-term debt. Internally generated cash flow of the Company and EFD will be used to pay down this debt.
	EFD is the one of the world’s leading producers of precision, low-pressure, industrial dispensing valves and components. EFD’s valve applicators are used to dispense a variety of fluids, including solder paste, electronic coatings and adhesives, fluxes, inks, paints, sealants and solvents. EFD’s products are especially well suited for the high-growth electronics and medical products markets. Nordson intends to continue to utilize the assets acquired in this transaction in substantially the same manner as they were employed prior to the acquisition.
	The assets acquired and liabilities assumed were recorded at estimated fair market values. Goodwill is being amortized on a straight-line basis over 25 years. The preliminary allocation of the purchase price and the estimated goodwill are as follows:

Estimated fair market values:
	Assets acquired	$	21,580
	Liabilities assumed		(3,412	)
	Goodwill		262,688
Purchase price			280,856
Less cash acquired			(505	)
Net cash paid		$	280,351

Page 11

Pro Forma Financial Information

The following unaudited pro forma financial information for the thirteen and thirty-nine weeks ended July 31, 2000 assumes the acquisition occurred as of the beginning of the respective period, after giving effect to certain adjustments, including amortization of intangible assets, interest expense on acquisition debt and income tax effects. The pro forma results have been prepared for comparative purposes only and are not necessarily indicative of the results of operations which may occur in the future or that would have occurred had the acquisition of EFD been effected on the date indicated, nor are they necessarily indicative of Nordson’s future results of operations.

	Thirteen weeks ended		Thirty-nine weeks ended
(dollars in thousands)	July 31, 2000		July 31, 2000
Sales	$	200,546	$	570,509
Net income		15,131		32,287
Basic earnings per share		.47		.99
Diluted earnings per share		.46		.99

Page 12

ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

The following is Management’s discussion and analysis of certain significant factors affecting the Company’s financial condition and results of operations for the periods included in the accompanying condensed consolidated financial statements.

RESULTS OF OPERATIONS

SALES

Worldwide sales for the third quarter of 2001 were $175.3 million, a 4.8% decrease from sales of $184.1 million for the comparable period of 2000. Volume decreased 1.4%, with the effect of the stronger dollar on currency translations accounting for the difference.

Sales volume for the Company’s adhesive dispensing segment was down 1%. The coating and finishing segment’s sales volume was down 11%, primarily due to lower engineered systems sales in the North America and Pacific South regions. Sales volume for the Advanced Technology segment increased 8% including revenue from EFD. Without EFD, Advanced Technology volume decreased 30%, reflecting the global downturn in the technology sector. It is estimated that the effect of price increases on total revenues was less than 1%.

Third quarter sales volume in the Pacific South region decreased 14%, with soft demand experienced within all three segments. Sales volume increased 4% in Japan, primarily due to higher advanced technology sales in that region. Sales volume decreased 1% in North America, with the acquisition of EFD and higher fiber system sales being offset by lower powder system and electronics sales. Sales volume in Europe increased less than 1%.

On a year-to-date basis, worldwide sales increased 3.8% from 2000. Volume gains of 7.9% were partially offset by the effect of the stronger dollar. Sales volume of the advanced technology segment grew 40.6%. Excluding EFD, sales volume of this segment decreased less than 1%. Sales volume of the adhesive dispensing segment increased 1.6%, primarily due to the nonwoven fiber business. Sales volume of the coating and finishing segment was down 3.6% from 2000, primarily due to lower powder system sales.

Sales volume for the first three quarters of 2001 increased in all four geographic regions, with North America up 9%, Europe up 5%, Japan up 11% and Pacific South up 10%. Excluding EFD, sales volume in Japan and Pacific South was up 7% and 3%, respectively, with North American and European volume down 1% and 3%, respectively.

OPERATING PROFIT

Operating profit, as a percentage of sales, including the effect of severance and restructuring costs, decreased to 5.6% for the third quarter of 2001 from 13.7% for the third quarter of 2000. Excluding these costs, operating profit as a percentage of sales, was 6.1% for the third quarter of 2001 and 14.2% for 2000.

Page 13

On a year-to-date basis, operating profit, as a percentage of sales was 9.1% this year, compared to 10.6% last year. Excluding severance and restructuring costs, operating profit as a percentage of sales decreased from 12.1% in 2000 to 9.5% in the current year.

The gross margin percentage decreased for the third quarter from 55.3% in 2000 to 52.3% in 2001. The year-to-date gross margin percentage decreased from 55.4% last year to 54.6% this year. Unfavorable currency effects, a change in the mix of products sold, pricing pressures and higher indirect costs were partially offset by high EFD margins.

At the beginning of fiscal 2000, the Company announced Action 2000, a two-year program of broad-based initiatives to improve performance and reduce costs. During 2000, the Company’s Action 2000 initiative resulted in the recognition of $9.0 million of non-recurring charges for severance and related benefit payments. Of this amount, $7.5 million was paid in fiscal 2000, and the remainder was paid during the second quarter of 2001. Additional severance payments of $2.2 million were made in the first three quarters of 2001.

Subsequent to the end of the third quarter, the Company announced a further workforce reduction initiative that anticipates non-recurring charges of approximately $15 million, of which $12 million will be recorded in the fourth quarter of 2001 and the remainder in the first half of fiscal 2002. The total worldwide workforce will be reduced by approximately 10%, or 450 people. Along with the workforce reduction, certain businesses will be combined.

Selling and administrative expenses increased 3.8% and 4.9% for the thirteen and thirty-nine weeks, respectively, of 2001 compared to the same period of 2000. Excluding EFD, selling and administrative expenses were down 2% for the quarter and 1% on a year-to-date basis. Goodwill amortization increased $2.6 million for the third quarter and $7.7 million year-to-date, mainly as a result of the EFD acquisition.

NET INCOME

Net income for the third quarter of 2001 was $5.6 million or $.17 per share on a diluted basis compared with $15.0 million or $.46 per share on a diluted basis in 2000. Excluding the effect of severance costs associated with the Company’s Action 2000 initiative, net income for the third quarter of 2001 was $6.1 million or $.19 per share on a diluted basis compared with $15.6 million or $.48 per share for the same period of 2000.

Compared to 2000, net income, as a percentage of sales before severance and restructuring costs, decreased to 3.5% from 8.5% for the third quarter, and from 7.2% to 4.3% for the year-to-date. Net interest expense increased $4.0 million for the quarter and $14.4 million for the year-to-date as a result of higher levels of borrowing to fund the EFD acquisition. Third quarter 2001 results include a pre-tax gain of $5.1 million, or $.10 per share, associated with the sale of real estate.

Year-to-date net income for 2001 was $22.2 million or $.67 per share on a diluted basis compared with $32.6 million or $1.00 per share on a diluted basis in 2000. Excluding the effect of severance costs associated with the Company’s Action 2000 initiative, year-to-date net income was $23.6 million or $.72 per share on a diluted basis in 2001, compared with $37.7 million or $1.15 per share in 2000.

Page 14

Cash earnings per share on a diluted basis, which consists of net income adjusted for goodwill amortization related to business acquisitions, was $.29 per share for the third quarter 2001 and $.50 per share for 2000. Year-to-date cash earnings were $1.04 per share this year compared to $1.13 per share last year. All per-share amounts have been restated to reflect a two-for-one stock split effective September 12, 2000.

FOREIGN CURRENCY EFFECTS

In the aggregate, average exchange rates for the third quarter and the first nine months of 2001 used to translate international sales and operating results into U.S. dollars compared unfavorably with average exchange rates existing during the comparable 2000 periods. It is not possible to precisely measure the impact on operating results arising from foreign currency exchange rate changes, because of changes in selling prices, sales volume, product mix and cost structure in each country in which the Company operates. However, if transactions for the third quarter 2001 were translated at exchange rates in effect during the third quarter of 2000, sales would have been approximately $6.2 million higher while third-party costs and expenses would have been approximately $3.8 million higher. If the transactions for year-to-date 2001 were translated at exchange rates in effect during 2000, sales would have been approximately $21.3 million higher, and third party costs and expenses would have been approximately $13.2 million higher.

FINANCIAL CONDITION

During the first three quarters of 2001, net assets increased $17.0 million. This increase is primarily due to earnings of $22.2 million and the net issuance of Nordson stock totaling $13.5 million, offset by the payment of $13.7 million in dividends and $5.3 million from translating foreign net assets at the end of the third quarter when the U.S. dollar was stronger against other currencies than at the prior year end.

Working capital, as of the end of the quarter, decreased $117.3 million over the prior year-end. This change consisted primarily of an increase in notes payable and current portion of long-term debt and a decrease in accounts receivable, offset by an increase in inventories and decreases in accounts payable and accrued liabilities. All changes include slight decreases from the effects of translating into U.S. dollars current amounts denominated in generally weaker foreign currencies.

The decrease in accounts receivable is traced to the collection of year-end receivables arising from strong sales in the fourth quarter of 2000, as well as the drop-off in business activity in the current year. Inventories increased as a result of acquired inventory from EFD as well as replenishment of stock depleted from strong fourth quarter sales. Accounts payable decreased as a result of payments made for purchases from year-end and accrued liabilities decreased from the payment of bonuses and profit sharing incentives during 2001. Notes payable, current portion of long-term debt and long-term debt all increased to fund the EFD acquisition.

Page 15

Cash and cash equivalents decreased $.1 million during the first three quarters of 2001. Cash used by investing activities was $301.2 million and cash provided by net proceeds from financing activities was $275.7 million. Uses for cash included the acquisition of EFD, outlays for capital expenditures and payments of dividends. Available lines of credit continue to be adequate to meet additional cash requirements over the next year.

On May 17, 2001 the Company replaced its short and long term revolving credit agreements with an agented $350 million revolving credit line. This facility consists of two parts: a $100 million 364 day facility that can be extended for one year and a $250 million 5 year facility. There was $160 million outstanding under this credit line at the end of the third quarter. In addition, also on May 17, 2001, the company placed a $100 million unsecured Senior Note with a number of insurance companies. The weighted average interest rate was 7.02% and the weighted average life was 6.5 years.

OUTLOOK

The Company’s performance has clearly been affected by the downturn in capital equipment markets. We are aggressively responding to the weak economic climate by further reducing staff levels while not adversely impacting quality or customer service or lessening our ability to respond to an upturn in business conditions.

Page 16

SAFE HARBOR STATEMENTS
UNDER THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995

The statements in the paragraphs titled “Financial Condition” and “Outlook” that refer to anticipated trends, events or occurrences in, or expectations for, the future (generally indicated by the use of phrases such as “Nordson expects” or “Nordson believes” or words of similar import or by references to “risks”) are “forward-looking statements” intended to qualify for the protection afforded by the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current expectations and involve risks and uncertainties. Consequently, the Company’s actual results could differ materially from the expectations expressed in the forward-looking statements. Factors that could cause the Company’s actual results to differ materially from the expected results include, but are not limited to: deferral of orders, customer-requested delays in system installations, currency exchange rate fluctuations, a sales mix different from assumptions and significant changes in local business conditions in geographic regions in which the Company conducts business.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Information regarding the Company’s financial instruments that are sensitive to changes in interest rates and foreign currency exchange rates was disclosed in Form 10-K filed by the Company on January 26, 2001. The information disclosed has not changed materially in the interim period since October 29, 2000, except that the Company is now subject to interest rate risk as it relates to a portion of its long-term debt.

The tables below present principal cash flows (in thousands) and related weighted-average interest rates by expected maturity dates of fixed rate long-term debt.

		Expected maturity date
																	There-						Fair
July 29, 2001		2001			2002			2003			2004			2005			After			Total			Value
Long-term debt, including current portion
	Fixed rate debt (US$)	$	8,000		$	8,000		$	8,000		$	8,000		$	8,000		$	150,000		$	190,000		$	197,030
	Average interest rate		7.17	%		7.13	%		7.09	%		7.05	%		7.00	%		6.94	%		7.17	%

		Expected maturity date
																	There-						Fair
July 30, 2000		2000			2001			2002			2003			2004			After			Total			Value
Long-term debt, including current portion
	Fixed rate debt (US$)	$	—		$	—		$	—		$	—		$	—		$	50,000		$	50,000		$	48,119
	Average interest rate		6.78	%		6.78	%		6.78	%		6.78	%		6.78	%		6.78	%		6.78	%

Page 17

Part II — Other Information

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)	The following exhibits are included herein:
	1. Exhibit (4a) — $350 million Credit Agreement between Nordson and various financial institutions.
	2. Exhibit (4b) — $100 million Senior Note Purchase Agreement
(b)	There were no reports on Form 8-K filed for the quarter ended July 29, 2001.

Page 18

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date:	September 11, 2001		Nordson Corporation
		By:	/s/ Peter S. Hellman
			Peter S. Hellman Executive Vice President, Chief Financial and Administrative Officer (Principal Financial Officer)
			/s/ Nicholas D. Pellecchia
			Nicholas D. Pellecchia Vice President, Finance and Controller (Principal Accounting Officer)

Page 19 EX-4.A 3 l90288aex4-a.txt EX.4(A)--$350 MILLION CREDIT AGREEMENT 1 Exhibit 4A ================================================================================ CREDIT AGREEMENT AMONG NORDSON CORPORATION, AS BORROWER, THE FINANCIAL INSTITUTIONS NAMED HEREIN AS BANKS, KEYBANK NATIONAL ASSOCIATION, AS LEAD ARRANGER AND ADMINISTRATIVE AGENT, WACHOVIA BANK, N.A., AS CO-LEAD ARRANGER AND SYNDICATION AGENT, CREDIT LYONNAIS CHICAGO BRANCH, AS CO-DOCUMENTATION AGENT, AND THE BANK OF NOVA SCOTIA, AS CO-DOCUMENTATION AGENT --------------------- DATED AS OF MAY 17, 2001 --------------------- ================================================================================ 2 TABLE OF CONTENTS

PAGE ---- ARTICLE I. DEFINITIONS..........................................................................................1 ARTICLE II. AMOUNT AND TERMS OF CREDIT...........................................................................18 SECTION 2.1. AMOUNT AND NATURE OF CREDIT.....................................................................18 SECTION 2.2. CONDITIONS TO LOANS.............................................................................23 SECTION 2.3. PAYMENT ON NOTES, ETC...........................................................................24 SECTION 2.4. PREPAYMENT......................................................................................25 SECTION 2.5. FACILITY AND OTHER FEES.........................................................................27 SECTION 2.6. REDUCTION OF COMMITMENT.........................................................................27 SECTION 2.7. COMPUTATION OF INTEREST AND FEES; DEFAULT RATE..................................................28 SECTION 2.8. MANDATORY PAYMENT...............................................................................28 ARTICLE III. ADDITIONAL PROVISIONS RELATING TO FIXED RATE.......................................................28 SECTION 3.1. RESERVES OR DEPOSIT REQUIREMENTS, ETC...........................................................28 SECTION 3.2. TAX LAW, ETC....................................................................................29 SECTION 3.3. EURODOLLAR OR ALTERNATE CURRENCY DEPOSITS UNAVAILABLE OR INTEREST RATE UNASCERTAINABLE....................................................30 SECTION 3.4. INDEMNITY.......................................................................................30 SECTION 3.5. CHANGES IN LAW RENDERING FIXED RATE LOANS UNLAWFUL..............................................30 SECTION 3.6. FUNDING.........................................................................................31 SECTION 3.7. CAPITAL ADEQUACY................................................................................31 SECTION 3.8. APPLICATION OF PROVISIONS.......................................................................32 ARTICLE IV. CONDITIONS PRECEDENT...............................................................................32 SECTION 4.1. NOTES...........................................................................................32 SECTION 4.2. OFFICER'S CERTIFICATE, RESOLUTIONS, ORGANIZATIONAL DOCUMENTS....................................32 SECTION 4.3. LEGAL OPINION...................................................................................32 SECTION 4.4. GOOD STANDING CERTIFICATES......................................................................32 SECTION 4.5. AGENT FEE LETTER, CLOSING FEE LETTER; LEGAL FEES................................................32 SECTION 4.6. LIEN SEARCHES...................................................................................32 SECTION 4.7. CLOSING CERTIFICATE.............................................................................32 SECTION 4.8. EXISTING CREDIT AGREEMENTS......................................................................33 SECTION 4.9. NO MATERIAL ADVERSE CHANGE......................................................................33 SECTION 4.10. MISCELLANEOUS..................................................................................33 ARTICLE V. COVENANTS...........................................................................................33 SECTION 5.1. INSURANCE.......................................................................................33 SECTION 5.2. MONEY OBLIGATIONS...............................................................................33 SECTION 5.3. FINANCIAL STATEMENTS............................................................................33 SECTION 5.4. FINANCIAL RECORDS...............................................................................34 SECTION 5.5. FRANCHISES......................................................................................35 SECTION 5.6. ERISA COMPLIANCE................................................................................35 SECTION 5.7. FINANCIAL COVENANTS.............................................................................35 SECTION 5.8. BORROWING.......................................................................................36 SECTION 5.9. LIENS...........................................................................................37 SECTION 5.10. REGULATIONS U AND X............................................................................38

i 3 TABLE OF CONTENTS PAGE ---- SECTION 5.11. INVESTMENTS AND LOAN...........................................................................38 SECTION 5.12. MERGER AND SALE OF ASSETS......................................................................39 SECTION 5.13. ACQUISITIONS...................................................................................39 SECTION 5.14. NOTICE.........................................................................................39 SECTION 5.15. ENVIRONMENTAL COMPLIANCE.......................................................................40 SECTION 5.16. AFFILIATE TRANSACTIONS.........................................................................40 SECTION 5.17. USE OF PROCEEDS................................................................................40 SECTION 5.18. CORPORATE NAME.................................................................................40 SECTION 5.19. RESTRICTED PAYMENTS............................................................................40 SECTION 5.20. RESTRICTIVE AGREEMENTS.........................................................................41 SECTION 5.21. AMENDMENT OF ORGANIZATION DOCUMENTS............................................................41 SECTION 5.22. OTHER COVENANTS................................................................................41 SECTION 5.23. GUARANTIES OF PAYMENT; GUARANTY UNDER MATERIAL INDEBTEDNESS AGREEMENT.........................................................................41 SECTION 5.24. PARI PASSU RANKING.............................................................................42 ARTICLE VI. REPRESENTATIONS AND WARRANTIES......................................................................42 SECTION 6.1. CORPORATE EXISTENCE; SUBSIDIARIES; FOREIGN QUALIFICATION.......................................42 SECTION 6.2. CORPORATE AUTHORITY............................................................................42 SECTION 6.3. COMPLIANCE WITH LAWS...........................................................................43 SECTION 6.4. LITIGATION AND ADMINISTRATIVE PROCEEDINGS......................................................43 SECTION 6.5. TITLE TO ASSETS................................................................................43 SECTION 6.6. LIENS AND SECURITY INTERESTS...................................................................43 SECTION 6.7. TAX RETURNS....................................................................................44 SECTION 6.8. ENVIRONMENTAL LAWS.............................................................................44 SECTION 6.9. CONTINUED BUSINESS.............................................................................44 SECTION 6.10. EMPLOYEE BENEFIT PLANS.........................................................................44 SECTION 6.11. CONSENTS OR APPROVALS..........................................................................45 SECTION 6.12. SOLVENCY.......................................................................................45 SECTION 6.13. FINANCIAL STATEMENTS...........................................................................45 SECTION 6.14. REGULATIONS....................................................................................45 SECTION 6.15. MATERIAL AGREEMENTS............................................................................46 SECTION 6.16. INTELLECTUAL PROPERTY..........................................................................46 SECTION 6.17. INSURANCE......................................................................................46 SECTION 6.18. ACCURATE AND COMPLETE STATEMENTS...............................................................46 SECTION 6.19. DEFAULTS.......................................................................................46 ARTICLE VII. EVENTS OF DEFAULT.................................................................................46 SECTION 7.1. PAYMENTS........................................................................................46 SECTION 7.2. SPECIAL COVENANTS...............................................................................46 SECTION 7.3. OTHER COVENANTS.................................................................................46 SECTION 7.4 REPRESENTATIONS AND WARRANTIES..................................................................47 SECTION 7.5. CROSS DEFAULT...................................................................................47 SECTION 7.6. ERISA DEFAULT...................................................................................47 SECTION 7.7. CHANGE IN CONTROL...............................................................................47 SECTION 7.8. MONEY JUDGMENT..................................................................................47 SECTION 7.9. VALIDITY OF LOAN DOCUMENTS......................................................................47 ii 4 TABLE OF CONTENTS PAGE ---- SECTION 7.10. SOLVENCY.......................................................................................47 ARTICLE VIII. REMEDIES UPON DEFAULT............................................................................48 SECTION 8.1. OPTIONAL DEFAULTS...............................................................................48 SECTION 8.2. AUTOMATIC DEFAULTS..............................................................................48 SECTION 8.3. OFFSETS.........................................................................................49 SECTION 8.4. EQUALIZATION PROVISION..........................................................................49 ARTICLE IX. THE AGENT...........................................................................................49 SECTION 9.1. APPOINTMENT AND AUTHORIZATION...................................................................49 SECTION 9.2. NOTE HOLDERS....................................................................................49 SECTION 9.3. CONSULTATION WITH COUNSEL.......................................................................50 SECTION 9.4. DOCUMENTS.......................................................................................50 SECTION 9.5. AGENT AND AFFILIATES............................................................................50 SECTION 9.6. KNOWLEDGE OF DEFAULT............................................................................50 SECTION 9.7. ACTION BY AGENT.................................................................................50 SECTION 9.8. NOTICES, DEFAULT, ETC...........................................................................50 SECTION 9.9. INDEMNIFICATION OF AGENT........................................................................50 SECTION 9.10. SUCCESSOR AGENT.................................................................................51 SECTION 9.11. CO-DOCUMENTATION AGENTS AND SYNDICATION AGENT...................................................51 ARTICLE X. MISCELLANEOUS........................................................................................51 SECTION 10.1. BANKS' INDEPENDENT INVESTIGATION...............................................................51 SECTION 10.2. NO WAIVER; CUMULATIVE REMEDIES.................................................................51 SECTION 10.3. AMENDMENTS; CONSENTS...........................................................................52 SECTION 10.4. NOTICES........................................................................................52 SECTION 10.5. COSTS, EXPENSES AND TAXES......................................................................52 SECTION 10.6. INDEMNIFICATION................................................................................53 SECTION 10.7. OBLIGATIONS SEVERAL; NO FIDUCIARY OBLIGATIONS..................................................53 SECTION 10.8. EXECUTION IN COUNTERPARTS......................................................................53 SECTION 10.9. BINDING EFFECT; BORROWER'S ASSIGNMENT..........................................................53 SECTION 10.10. BANK ASSIGNMENTS/PARTICIPATIONS................................................................53 SECTION 10.11. DESIGNATION....................................................................................56 SECTION 10.12. SEVERABILITY OF PROVISIONS; CAPTIONS; ATTACHMENTS..............................................57 SECTION 10.13. INVESTMENT PURPOSE.............................................................................57 SECTION 10.14. ENTIRE AGREEMENT...............................................................................57 SECTION 10.15. GOVERNING LAW; SUBMISSION TO JURISDICTION......................................................57 SECTION 10.16. LEGAL REPRESENTATION OF PARTIES................................................................58 SECTION 10.17. JUDGMENT CURRENCY..............................................................................58 SECTION 10.18. JURY TRIAL WAIVER..............................................................................59 iii 5 TABLE OF CONTENTS EXHIBIT A - TRANCHE A NOTE.......................................................................................63 EXHIBIT B - TRANCHE B NOTE.......................................................................................65 EXHIBIT C - SWING LINE NOTE......................................................................................67 EXHIBIT D - NOTICE OF LOAN.......................................................................................69 EXHIBIT E - COMPLIANCE CERTIFICATE...............................................................................71 EXHIBIT F - REQUEST FOR CONVERSION...............................................................................72 EXHIBIT G - FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT..........................................................74 iv 6 This CREDIT AGREEMENT (as the same may from time to time be amended, restated or otherwise modified, this "Agreement") is made effective as of the 17th day of May, 2001, among NORDSON CORPORATION, an Ohio corporation, 28601 Clemens Road, Westlake, Ohio 44145 ("Borrower"), the banking institutions named in SCHEDULE 1 hereto (collectively, "Banks", and individually, "Bank"), KEYBANK NATIONAL ASSOCIATION, 127 Public Square, Cleveland, Ohio 44114-1306, as Lead Arranger and as Administrative Agent for the Banks under this Agreement (in such capacity as Administrative Agent, "Agent"), WACHOVIA BANK, N.A., 191 Peachtree Street, N.E., Atlanta, Georgia 30303, as Co-Lead Arranger and Syndication Agent, CREDIT LYONNAIS CHICAGO BRANCH, 227 West Monroe Street, Suite 3800, Chicago, Illinois 60606-5018, as Co-Documentation Agent, and THE BANK OF NOVA SCOTIA, 181 West Madison Street, Chicago, Illinois 60603, as Co-Documentation Agent. WITNESSETH: WHEREAS, Borrower and the Banks desire to contract for the establishment of credits in the aggregate principal amounts hereinafter set forth, to be made available to Borrower upon the terms and subject to the conditions hereinafter set forth; NOW, THEREFORE, it is mutually agreed as follows: ARTICLE I. DEFINITIONS As used in this Agreement, the following terms shall have the following meanings: "Acquisition" shall mean any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (a) the acquisition of all or substantially all of the assets of any Person, or any business or division of any Person, (b) the acquisition of in excess of fifty percent (50%) of the stock (or other equity interest) of any Person, or (c) the acquisition of another Person (other than a Company) by a merger or consolidation or any other combination with such Person. "Adjusted LIBOR Rate" shall mean a rate per annum equal to the quotient obtained (rounded upwards, if necessary, to the nearest 1/100th of 1%) by dividing (a) the applicable LIBOR Rate by (b) 1.00 minus the Reserve Percentage. "Advantage" shall mean any payment (whether made voluntarily or involuntarily, by offset of any deposit or other indebtedness or otherwise) received by any Bank in respect of the Debt, if such payment results in that Bank having less than its pro rata share of the Debt then outstanding, than was the case immediately before such payment. "Affiliate" shall mean any Person, directly or indirectly, controlling, controlled by or under common control with a Company and "control" (including the correlative meanings, the terms "controlling", "controlled by" and "under common control with") shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management 7 and policies of a Company, whether through the ownership of voting securities, by contract or otherwise. "Agent Fee Letter" shall mean the Agent Fee Letter, dated as of the Closing Date, between Borrower and Agent. "Alternate Currency" shall mean Euros, Pounds Sterling, Japanese Yen or any other currency, other than Dollars, agreed to by Agent in consultation with the Banks that is freely transferable and convertible into Dollars. "Alternate Currency Loan" shall mean a Loan that is denominated in an Alternate Currency on which Borrower shall pay interest at a rate based on the Adjusted LIBOR Rate "Applicable Facility Fee Rate" shall mean, with respect to the Tranche A Commitment or the Tranche B Commitment, as the case may be: (a) for the period from the Closing Date through June 30, 2001, (i) twenty seven and one-half (27.50) basis points with respect to the Tranche A Commitment, and (ii) twenty-five (25) basis points with respect to the Tranche B Commitment; and (b) commencing with the financial statements for FQE April 30, 2001, the number of basis points set forth in the following matrix, based upon the result of the computation of the Leverage Ratio, shall be used to establish the number of basis points that will go into effect on July 1, 2001 and thereafter:

---------------------------------------------------------------------------------------------------------- LEVERAGE RATIO APPLICABLE TRANCHE A FACILITY APPLICABLE TRANCHE B FEE RATE FACILITY FEE RATE ---------------------------------------------------------------------------------------------------------- Greater than or equal to 3.00 to 1.00 32.50 basis points 30.00 basis points ---------------------------------------------------------------------------------------------------------- Greater than or equal to 2.50 to 1.00, 27.50 basis points 25.00 basis points but less than 3.00 to 1.00 ---------------------------------------------------------------------------------------------------------- Greater than or equal to 2.00 to 1.00, 25.00 basis points 22.50 basis points but less than 2.50 to 1.00 ---------------------------------------------------------------------------------------------------------- Greater than or equal to 1.50 to 1.00, 22.50 basis points 20.00 basis points but less than 2.00 to 1.00 ---------------------------------------------------------------------------------------------------------- Greater than or equal to 1.00 to 1.00, 20.00 basis points 17.50 basis points but less than 1.50 to 1.00 ---------------------------------------------------------------------------------------------------------- Less than 1.00 to 1.00 17.50 basis points 15.00 basis points ----------------------------------------------------------------------------------------------------------

2 8 Changes to the Applicable Facility Fee Rate shall be effective on the first day of the month following the date upon which Agent received, or, if earlier, should have received, pursuant to Section 5.3 (a) and (b) hereof, the financial statements of the Companies. The above matrix does not modify or waive, in any respect, the requirements of Section 5.7 hereof, the rights of Agent and the Banks to charge the Default Rate, or the rights and remedies of Agent and the Banks pursuant to Articles VII and VIII hereof. "Applicable Margin" shall mean, with respect to the Tranche A Commitment, the Tranche B Commitment or the Swing Line Commitment, as the case may be: (a) for the period from the Closing Date through June 30, 2001, (i) one hundred twenty-two and one-half (122.50) basis points with respect to Fixed Rate Loans made pursuant to the Tranche A Commitment, (ii) one hundred twenty-five (125) basis points with respect to Fixed Rate Loans made pursuant to the Tranche B Commitment, and (iii) one hundred twenty-five (125) basis points with respect to Swing Loans; and (b) commencing with the financial statements for FQE April 30, 2001, the number of basis points set forth in the following matrix, based upon the result of the computation of the Leverage Ratio, shall be used to establish the number of basis points that will go into effect on July 1, 2001 and thereafter:

---------------------------------------------------------------------------------------------------------- APPLICABLE MARGIN FOR FIXED APPLICABLE MARGIN FOR FIXED LEVERAGE RATIO RATE LOANS MADE PURSUANT TO THE RATE LOANS MADE PURSUANT TO THE TRANCHE A COMMITMENT TRANCHE B COMMITMENT AND SWING LOANS ---------------------------------------------------------------------------------------------------------- Greater than or equal to 3.00 to 1.00 130.00 basis points 132.50 basis points ---------------------------------------------------------------------------------------------------------- Greater than or equal to 2.50 to 1.00, 122.50 basis points 125.00 basis points but less than 3.00 to 1.00 ---------------------------------------------------------------------------------------------------------- Greater than or equal to 2.00 to 1.00, 112.50 basis points 115.00 basis points but less than 2.50 to 1.00 ---------------------------------------------------------------------------------------------------------- Greater than or equal to 1.50 to 1.00, 90.00 basis points 92.50 basis points but less than 2.00 to 1.00 ---------------------------------------------------------------------------------------------------------- Greater than or equal to 1.00 to 1.00, 67.50 basis points 70.00 basis points but less than 1.50 to 1.00 ---------------------------------------------------------------------------------------------------------- Less than 1.00 to 1.00 57.50 basis points 60.00 basis points ----------------------------------------------------------------------------------------------------------

Changes to the Applicable Margin shall be effective on the first day of the month following the date upon which Agent received, or, if earlier, Agent should have received, pursuant to Section 5.3 (a) and (b) hereof, the financial statements of the Companies. The above matrix does not modify or waive, in any respect, the requirements of Section 5.7 hereof, the rights of Agent and the Banks to charge the Default Rate, or the rights and remedies of Agent and the Banks pursuant to Articles VII and VIII hereof. 3 9 "Assignment Agreement" shall mean an Assignment and Acceptance Agreement in the form of the attached EXHIBIT G. "Base Rate" shall mean a rate per annum equal to the greater of (a) the Prime Rate or (b) one-half of one percent (1/2%) in excess of the Federal Funds Effective Rate. Any change in the Base Rate shall be effective immediately from and after such change in the Base Rate. "Base Rate Loan" shall mean a Loan described in Section 2.1 hereof on which Borrower shall pay interest at a rate based on the Base Rate. "Business Day" shall mean a day of the year on which banks are not required or authorized to close in Cleveland, Ohio, and, if the applicable Business Day relates to any Eurodollar Loan, on which dealings are carried on in the London interbank eurodollar market, and, if the applicable Business Day relates to any Alternate Currency Loan, on which commercial banks are open for international business (including the clearing of currency transfer in the relevant Alternate Currency) in the principal financial center of the home country of such Alternate Currency. "Capital Distribution" shall mean a payment made, liability incurred or other consideration given for the purchase, acquisition, redemption or retirement of any capital stock or other equity interest of any Company or as a dividend, return of capital or other distribution (other than any stock dividend, stock split or other equity distribution payable only in capital stock or other equity of the Company in question) in respect of any Company's capital stock or other equity interest, including, but not limited to, any Share Repurchase. "Capitalization Ratio" shall mean the ratio of (a) Total Indebtedness to (b) (i) Total Indebtedness plus (ii) Consolidated Net Worth, for the most recently completed fiscal quarter of Borrower. "Cash Equivalent" shall mean (a) a security that is the direct obligation of the United States of America, any member state of the European Union or any other sovereign nation acceptable to Agent so long as the full faith of and credit of such nation is pledged in support thereof; (b) time deposits, certificates of deposit or bankers acceptances issued by any Bank or any other domestic or foreign commercial bank or United States branch of a foreign bank licensed under the laws of the United States or a State thereof having (i) capital and surplus in excess of Two Hundred Fifty Million Dollars ($250,000,000) and (ii) a Keefe Bank Watch Rating of "B" or better or, with respect to any investment or deposit in a foreign bank in excess of Two Hundred Fifty Thousand Dollars ($250,000), an equivalent rating from a comparable foreign rating agency (each an "Approved Depository"); (c) commercial paper or securities that at the time of investment therein is assigned one of the two highest quality ratings in accordance with the rating systems employed by either Moody's or Standard & Poor's; or (d) fully collateralized repurchase obligations entered into with any Bank or Approved Depository, having a term of not more than thirty (30) days and covering securities of the type describe in subpart (a) above. "Change in Control" shall mean (a) the acquisition of, or, if earlier, the shareholder or director approval of the acquisition of, ownership or voting control, directly or indirectly, beneficially or of record, on or after the Closing Date, by any Person or group (within the 4 10 meaning of Rule 13d-3 of the Exchange Act) other than the Current Management Team, of shares representing more than fifty percent (50%) of the aggregate ordinary Voting Power represented by the issued and outstanding capital stock of Borrower; (b) the occupation of a majority of the seats (other than vacant seats) on the board of directors of Borrower by persons who were neither (i) nominated by the board of directors of Borrower nor (ii) appointed by directors so nominated; or (c) the occurrence of a Change in Control, as defined in the Note Purchase Agreement or the 2001 Note Purchase Agreement, or the occurrence of a change in control, or other similar provision, as defined in any other Material Indebtedness Agreement. "Closing Date" shall mean the effective date of this Agreement. "Closing Fee Letter" shall mean the Closing Fee Letter, dated as of the Closing Date, from Borrower to the Banks. "Code" shall mean the Internal Revenue Code of 1986, as amended, together with the rules and regulations promulgated thereunder. "Commitment" shall mean the obligation hereunder of the Banks to (a) make Tranche A Loans, during the applicable Commitment Period, pursuant to the Tranche A Commitment, and (b) make Tranche B Loans, during the applicable Commitment Period, pursuant to the Tranche B Commitment and to convert Tranche B Loans to a Term Loan, up to, for both (a) and (b), the Total Commitment Amount. "Commitment Percentage" shall mean, for each Bank, the percentage set forth opposite such Bank's name under the column headed "Commitment Percentage" as described in SCHEDULE 1 hereto. "Commitment Period" shall mean the period from the Closing Date to (a) May 13, 2006, with respect to the Tranche A Commitment, and (b) May 16, 2002, with respect to the Tranche B Commitment; or such earlier date on which the Commitment shall have been terminated pursuant to Article VIII hereof. "Company" shall mean Borrower or a Subsidiary. "Companies" shall mean Borrower and all Subsidiaries. "Compliance Certificate" shall mean a certificate, substantially in the form of the attached EXHIBIT E. "Consideration" shall mean, in connection with an Acquisition, the aggregate consideration paid, including borrowed funds, cash, the issuance of securities or notes, the assumption or incurring of liabilities (direct or contingent), the payment, in excess of fair and reasonable amounts, of consulting fees or fees for a covenant not to compete and any other consideration paid for the purchase. "Consolidated" shall mean the resultant consolidation of the financial statements of Borrower and its Subsidiaries in accordance with GAAP, including principles of consolidation 5 11 consistent with those applied in preparation of the consolidated financial statements referred to in Section 6.13 hereof. "Consolidated Capital Expenditures" shall mean, for any period, the amount of capital expenditures of Borrower, as determined on a Consolidated basis and in accordance with GAAP. "Consolidated Depreciation and Amortization Charges" shall mean, for any period, the aggregate of all depreciation and amortization charges for fixed assets, leasehold improvements and general intangibles (specifically including goodwill) of Borrower for such period, as determined on a Consolidated basis and in accordance with GAAP. "Consolidated EBIT" shall mean, for any period, on a Consolidated basis and in accordance with GAAP, Consolidated Net Earnings for such period plus the aggregate amounts deducted in determining such Consolidated Net Earnings in respect of (a) income taxes, (b) Consolidated Interest Expense, and (c) EBIT Adjustments, if any. "Consolidated EBITDA" shall mean, for any period, on a Consolidated basis and in accordance with GAAP, Consolidated EBIT plus Consolidated Depreciation and Amortization Charges. "Consolidated Interest Expense" shall mean, for any period, the interest expense of Borrower for such period, as determined on a Consolidated basis and in accordance with GAAP. "Consolidated Net Earnings" shall mean, for any period, the net income (loss) of Borrower for such period, as determined on a Consolidated basis and in accordance with GAAP. "Consolidated Net Worth" shall mean, at any date, the Consolidated stockholders' equity of Borrower, determined as of such date in accordance with GAAP. "Consolidated Tangible Assets" shall mean the book value of all assets of the Companies minus goodwill and other general intangibles, as determined on a Consolidated basis and in accordance with GAAP, based upon the financial statements of Borrower for the most recently completed fiscal quarter. "Consolidated Trailing EBIT" shall mean the sum of (a) Consolidated EBIT, plus (b)(i) without duplication, the EBIT of Companies acquired by Borrower and its Subsidiaries during the most recently completed four (4) fiscal quarters to the extent that such EBIT of Companies acquired is confirmed by audited financial or other information (which other information need not be audited or auditable) satisfactory to Agent, minus (ii) the EBIT of Companies disposed of by Borrower and its Subsidiaries during the most recently completed four (4) fiscal quarters; provided, however, that, non-recurring gains shall be excluded from the determination of Consolidated Trailing EBIT. "Consolidated Trailing EBITDA" shall mean the sum of (a) Consolidated EBITDA, plus (b)(i) without duplication, the EBITDA of Companies acquired by Borrower and its Subsidiaries during the most recently completed four (4) fiscal quarters to the extent that such EBITDA of Companies acquired is confirmed by audited financial or other information (which other information need not be audited or auditable) satisfactory to Agent, minus (ii) the EBITDA of 6 12 Companies disposed of by Borrower and its Subsidiaries during the most recently completed four (4) fiscal quarters; provided, however, that, non-recurring gains shall be excluded from the determination of Consolidated Trailing EBITDA. "Consolidated Trailing Interest Expense" shall mean the sum of (a) Consolidated Interest Expense, plus (b)(i) without duplication, the interest expense of Companies acquired by Borrower and its Subsidiaries during the most recently completed four (4) fiscal quarters to the extent that such interest expense of Companies acquired is confirmed by audited financial or other information (which other information need not be audited or auditable) satisfactory to Agent, minus (ii) the interest expense of Companies disposed of by Borrower and its Subsidiaries during the most recently completed four (4) fiscal quarters. "Consolidated Trailing Net Earnings" shall mean the sum of (a) Consolidated Net Earnings, plus (b)(i) without duplication, the Net Earnings of Companies acquired by Borrower and its Subsidiaries during the most recently completed four (4) fiscal quarters to the extent that such Net Earnings of such Companies acquired is confirmed by audited financial or other information (which other information need not be audited or auditable) satisfactory to Agent, minus (ii) the Net Earnings of Companies disposed of by Borrower and its Subsidiaries during the most recently completed four (4) fiscal quarters. "Controlled Group" shall mean a Company and each Person required to be aggregated with a Company under Code Sections 414(b), (c), (m) or (o). "Conversion Date" shall mean the last day of the Commitment Period applicable to the Tranche B Commitment. "Credit Exposure" shall mean, at any time, the sum of (a) the Tranche A Exposure, and (b) the Tranche B Exposure. "Current Management Team" shall mean any group comprised of the chief executive officer, the chief operating officer, the chief financial officer and other senior management of Borrower (or any combination thereof) as in place on the Closing Date, and their respective spouses and children (and/or trusts of which the only beneficiaries are such members of senior management and their respective spouses and children) or any "group" (within the meaning of Rule 13d under the Exchange Act) that includes at least three (3) of such members of senior management , together with their "affiliates" and "associates" (within the meaning of Rule 12b-2 under the Exchange Act). "Debt" shall mean, collectively, all Indebtedness incurred by Borrower to the Banks pursuant to this Agreement and includes the principal of and interest on all Notes and each extension, renewal or refinancing thereof in whole or in part, the facility fees, other fees and any prepayment fees and other amounts payable hereunder. "Default" shall mean an event or condition that constitutes, or with the lapse of any applicable grace period or the giving of notice or both would constitute, an Event of Default and that has not been waived by the Required Banks in writing. 7 13 "Default Rate" shall mean, with respect to any Loan, a rate per annum equal to two percent (2%) in excess of the rate otherwise applicable thereto, and, with respect to any other amount, if no rate is specified or available, then two percent (2%) in excess of the Base Rate. "Depreciation and Amortization Charges" shall mean, for any period, in accordance with GAAP, the aggregate of all such charges for fixed assets, leasehold improvements and general intangibles (specifically including goodwill) of a Person for such period. "Derived Fixed Rate" shall mean (a) with respect to a Eurodollar Loan, a rate per annum equal to the sum of the Applicable Margin (from time to time in effect) plus the Adjusted LIBOR Rate applicable to Eurodollars, or (b) with respect to an Alternate Currency Loan, a rate per annum equal to the sum of the Applicable Margin (from time to time in effect) plus the Adjusted LIBOR Rate applicable to the relevant Alternate Currency. "Derived Swing Loan Rate" shall mean a rate per annum equal to (a) Agent's costs of funds as quoted to Borrower by Agent and agreed to by Borrower, plus (b) the Applicable Margin (from time to time in effect). "Dollar" and the sign "$" shall mean lawful money of the United States of America. "Dollar Equivalent" of (a) an Alternate Currency Loan, shall mean the Dollar equivalent of the amount of such Alternate Currency Loan, determined by Agent on the basis of its spot rate at approximately 11:00 A.M. London time on the date two (2) Business Days before the date of such Alternate Currency Loan, for the purchase of the relevant Alternate Currency with Dollars for delivery on the date of such Alternate Currency Loan, and (b) any other amount shall mean the Dollar equivalent of such amount, determined by Agent on the basis of its spot rate at approximately 11:00 A.M. London time on the date for which the Dollar equivalent amount of such amount is being determined, for the purchase of the relevant Alternate Currency with Dollars for delivery on such date; provided, however, that, in calculating the Dollar Equivalent for purposes of determining (i) Borrower's obligation to prepay Loans pursuant to Section 2.8 hereof, or (ii) Borrower's ability to request additional Loans pursuant to the Commitment, Agent may, in its discretion, on any Business Day (prior to payment in full of the Debt) selected by Agent, calculate the Dollar Equivalent of each such Loan. Agent shall notify Borrower of the Dollar Equivalent of such Alternate Currency Loan or any other amount at the time that Dollar Equivalent is determined. "Domestic Company" shall mean Borrower or a Domestic Subsidiary. "Domestic Subsidiary" shall mean a Subsidiary that is not a Foreign Subsidiary. "EBIT" shall mean, for any period, in accordance with GAAP, Net Earnings for such period, plus the aggregate amounts deducted in determining such Net Earnings in respect of (a) income taxes and (b) interest expense. "EBIT Adjustments" shall mean (a) for the 2000 and 2001 fiscal year of Borrower, non-cash charges taken by Borrower in connection with Borrower's "Action 2000 Plan" up to an aggregate amount, for all such changes, not to exceed Eleven Million Dollars ($11,000,000), and (b) in addition to the amounts set forth in subpart (a), other non-cash charges taken by Borrower 8 14 during any fiscal quarter of Borrower in accordance with GAAP, up to an aggregate amount for all such charges during any period of four (4) consecutive fiscal quarters of Borrower, not to exceed Eight Million Dollars ($8,000,000). "EBITDA" shall mean, for any period, in accordance with GAAP, Net Earnings for such period, plus the aggregate amounts deducted in determining such Net Earnings in respect of (a) income taxes, (b) interest expense, and (c) Depreciation and Amortization Charges. "Environmental Laws" shall mean all provisions of law, statutes, ordinances, rules, regulations, permits, licenses, judgments, writs, injunctions, decrees, orders, awards and standards promulgated by the government of the United States of America or any other applicable country or sovereignty or by any state or municipality thereof or by any court, agency, instrumentality, regulatory authority or commission of any of the foregoing concerning health, safety and protection of, or regulation of the discharge of substances into, the environment. "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated pursuant thereto. "ERISA Event" shall mean (a) the existence of a condition or event with respect to an ERISA Plan that presents a risk of the imposition of an excise tax or any other liability on a Company or of the imposition of a Lien on the assets of a Company; (b) the engagement by a Controlled Group member in a non-exempt "prohibited transaction" (as defined under ERISA Section 406 or Code Section 4975) or a breach of a fiduciary duty under ERISA that could result in liability to a Company; (c) the application by a Controlled Group member for a waiver from the minimum funding requirements of Code Section 412 or ERISA Section 302 or a Controlled Group member is required to provide security under Code Section 401(a)(29) or ERISA Section 307; (d) the occurrence of a Reportable Event with respect to any Pension Plan as to which notice is required to be provided to the PBGC; (e) the withdrawal by a Controlled Group member from a Multiemployer Plan in a "complete withdrawal" or a "partial withdrawal" (as such terms are defined in ERISA Sections 4203 and 4205, respectively); (f) the involvement of, or occurrence or existence of any event or condition that makes likely the involvement of, a Multiemployer Plan in any reorganization under ERISA Section 4241; (g) the failure of an ERISA Plan (and any related trust) that is intended to be qualified under Code Sections 401 and 501 to be so qualified or the failure of any "cash or deferred arrangement" under any such ERISA Plan to meet the requirements of Code Section 401(k); (h) the taking by the PBGC of any steps to terminate a Pension Plan or appoint a trustee to administer a Pension Plan, or the taking by a Controlled Group member of any steps to terminate a Pension Plan; (i) the failure by a Controlled Group member or an ERISA Plan to satisfy any requirements of law applicable to an ERISA Plan; (j) the commencement, existence or threatening of a claim, action, suit, audit or investigation with respect to an ERISA Plan, other than a routine claim for benefits; or (k) any occurrence by or any expectation of the incurrence by a Controlled Group member of any liability for post-retirement benefits under any Welfare Plan, other than as required by ERISA Section 601, ET. SEQ. or Code Section 4980B, that, as to (a) through (k) above, would reasonably be likely to have or result in a Material Adverse Effect. "ERISA Plan" shall mean an "employee benefit plan" (within the meaning of ERISA Section 3(3)) that a Controlled Group member at any time sponsors, maintains, contributes to, has liability with respect to or has an obligation to contribute to such plan. 9 15 "Eurocurrency Liabilities" shall have the meaning assigned to that term in Regulation D of the Board of Governors of the Federal Reserve System, as in effect from time to time. "Eurodollar" shall mean a Dollar denominated deposit in a bank or branch outside of the United States. "Eurodollar Loan" shall mean a Loan described in Section 2.1 hereof on which Borrower shall pay interest at a rate based upon the Adjusted LIBOR Rate applicable to Eurodollars. "Event of Default" shall mean an event or condition that constitutes an event of default as defined in Article VII hereof. "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended. "Federal Funds Effective Rate" shall mean, for any day, the rate per annum (rounded upward to the nearest one one-hundredth of one percent (1/100 of 1%)) announced by the Federal Reserve Bank of New York (or any successor) on such day as being the weighted average of the rates on overnight federal funds transactions arranged by federal funds brokers on the previous trading day, as computed and announced by such Federal Reserve Bank (or any successor) in substantially the same manner as such Federal Reserve Bank computes and announces the weighted average it refers to as the "Federal Funds Effective Rate" as of the Closing Date. "Financial Officer" shall mean any of the following officers: chief executive officer, president, vice president-finance, chief financial officer, controller or treasurer. Unless otherwise qualified, all references to a Financial Officer in this Agreement shall refer to a Financial Officer of Borrower. "Fixed Rate Loan" shall mean a Eurodollar Loan or an Alternate Currency Loan. "Foreign Subsidiary" shall mean a Subsidiary that is organized outside of the United States. "FQE April 30" shall mean, for any fiscal year of Borrower, Borrower's fiscal quarter of such year ending on or about April 30. "FQE January 31" shall mean, for any fiscal year of Borrower, Borrower's fiscal quarter of such year ending on or about January 31. "FQE July 31" shall mean, for any fiscal year of Borrower, Borrower's fiscal quarter of such year ending on or about July 31. "FQE October 31" shall mean, for any fiscal year of Borrower, Borrower's fiscal quarter of such year ending on or about October 31. 10 16 "GAAP" shall mean generally accepted accounting principles as then in effect, which shall include the official interpretations thereof by the Financial Accounting Standards Board, applied on a basis consistent with the past accounting practices and procedures of Borrower. "Guarantor" shall mean a Person that pledges its credit or property in any manner for the payment or other performance of the indebtedness, contract or other obligation of another and includes (without limitation) any guarantor (whether of payment or of collection), surety, co-maker, endorser or Person that agrees conditionally or otherwise to make any purchase, loan or investment in order thereby to enable another to prevent or correct a default of any kind. "Guarantor of Payment" shall mean any Company that executes and delivers a Guaranty of Payment on or after the Closing Date, or any other Person that shall deliver a Guaranty of Payment to Agent on or after the Closing Date in connection with this Agreement. "Guaranty of Payment" shall mean each Guaranty of Payment of Debt executed and delivered on or after the Closing Date in connection herewith by the Guarantors of Payment, as the same may from time to time be amended, restated or otherwise modified. "Hedge Agreement" shall mean any (a) hedge agreement, interest rate swap, cap, collar or floor agreement, or other interest rate management device entered into by Borrower with any Person in connection with any Indebtedness of Borrower, or (b) currency swap agreement, forward currency purchase agreement or similar arrangement or agreement designed to protect against fluctuations in currency exchange rates. "Indebtedness" shall mean, for any Company (excluding in all cases trade payables payable in the ordinary course of business by such Company), without duplication, (a) all obligations to repay borrowed money, direct or indirect, incurred, assumed, or guaranteed, (b) all obligations for the deferred purchase price of capital assets, (c) all obligations under conditional sales or other title retention agreements (other than a true consignment), (d) all obligations (contingent or otherwise) under any letter of credit, banker's acceptance or Hedge Agreement, (e) all synthetic leases, (f) all lease obligations that have been or should be capitalized on the books of such Company in accordance with GAAP, (g) all obligations of such Company with respect to asset securitization financing programs, including, but not limited to, all indebtedness under the Permitted Receivables Facility, (h) all obligations to advance funds to, or to purchase assets, property or services from, any other Person in order to maintain the financial condition of such Person, and (i) any other transaction (including forward sale or purchase agreements) having the commercial effect of a borrowing of money entered into by such Company to finance its operations or capital requirements. "Interest Adjustment Date" shall mean the last day of each Interest Period. "Interest Coverage Ratio" shall mean, for the most recently completed four (4) fiscal quarters of Borrower, on a Consolidated basis and in accordance with GAAP, the ratio of (a) Consolidated Trailing EBIT to (b) Consolidated Trailing Interest Expense. "Interest Period" shall mean, with respect to a Fixed Rate Loan, a period of one (1), two (2), three (3) or six (6) months, as selected by Borrower in accordance with Section 2.2 hereof, commencing on the applicable date of borrowing or conversion of such Fixed Rate Loan and on 11 17 each Interest Adjustment Date with respect thereto; provided, however, that if any such period would be affected by a reduction in the Commitment as provided in Section 2.6 hereof, prepayment or conversion rights or obligations as provided in Section 2.1 or 3.5 hereof, or maturity of Fixed Rate Loans as provided in Section 2.1 hereof, Borrower shall not select a period that extends beyond the date of such reduction, prepayment, conversion or maturity; provided, further, that, if (a) Borrower fails to select a new Interest Period with respect to an outstanding Eurodollar Loan at least three (3) Business Days prior to the Interest Adjustment Date applicable to such Eurodollar Loan, Borrower shall be deemed to have converted such Eurodollar Loan to a Base Rate Loan at the end of the then current Interest Period, or (b) Borrower fails to select a new Interest Period with respect to an outstanding Alternate Currency Loan at least three (3) Business Days prior to the Interest Adjustment Date applicable to such Alternative Currency Loan, such Alternate Currency Loan shall be repaid on the last day of the applicable Interest Period. "Leverage Ratio" shall mean, at any time, for the most recently completed four (4) fiscal quarters of Borrower, on a Consolidated basis and in accordance with GAAP, the ratio of (a) Total Indebtedness to (b) Consolidated Trailing EBITDA. "LIBOR Rate" shall mean: (a) with respect to a Eurodollar Loan, for any Interest Period, the per annum rate of interest, determined by Agent in accordance with its usual procedures (which determination shall be conclusive absent manifest error) as of approximately 11:00 A.M. (London time) two (2) Business Days prior to the beginning of such Interest Period pertaining to such Eurodollar Loan, as provided by Reuters (or, if for any reason such rate is unavailable from Reuters, from any other similar company or service that provides rate quotations comparable to those currently provided by Reuters) as the rate in the London interbank market for Dollar deposits in immediately available funds with a maturity comparable to such Interest Period. In the event that such rate quotation is not available for any reason, then the rate for purposes of this subpart (a) shall be the average (rounded upward to the nearest 1/16th of 1%) of the per annum rates at which deposits in immediately available funds in Dollars for the relevant Interest Period and in the amount of the Eurodollar Loan to be disbursed or to remain outstanding during such Interest Period, as the case may be, are offered to Agent (or an affiliate of Agent, in Agent's discretion) by prime banks in any Eurodollar market reasonably selected by Agent, determined as of 11:00 A.M. (London time) (or as soon thereafter as practicable), two (2) Business Days prior to the beginning of the relevant Interest Period pertaining to such Eurodollar Loan hereunder; and (b) with respect to an Alternate Currency Loan, for any Interest Period, the per annum rate of interest, determined by Agent in accordance with its usual procedures (which determination shall be conclusive absent manifest error) as of approximately 11:00 A.M. (London time) two (2) Business Days prior to the beginning of such Interest Period pertaining to such Alternate Currency Loan, as listed on British Bankers Association Interest Rate LIBOR 01 or 02 as provided by Reuters (or, if for any reason such rate is unavailable from Reuters, from any other similar company or service that provides rate quotations comparable to those currently provided by Reuters) as the rate if the London interbank market for deposits in the relevant Alternate Currency in 12 18 immediately available funds with a maturity comparable to such Interest Period. In the event that such rate quotation is not available for any reason, then the rate for purposes of this subpart (b) shall be the average (rounded upward to the nearest 1/16th of 1%) of the per annum rates at which deposits in immediately available funds in the relevant Alternate Currency for the relevant Interest Period and in the amount of the Alternate Currency Loan to be disbursed or to remain outstanding during such Interest Period, as the case may be, are offered to Agent (or an affiliate of Agent, in Agent's discretion) by prime banks in any Alternate Currency market reasonably selected by Agent, determined as of 11:00 A.M. (London time) (or as soon thereafter as practicable), two (2) Business Days prior to the beginning of the relevant Interest Period pertaining to such Alternate Currency Loan hereunder. "Lien" shall mean any mortgage, security interest, lien (statutory or other), charge, encumbrance on, pledge or deposit of, or conditional sale, leasing, sale with a right of redemption or other title retention agreement and any capitalized lease with respect to any property (real or personal) or asset. "Loan" shall mean a Tranche A Loan, a Tranche B Loan, the Term Loan or a Swing Loan. "Loan Documents" shall mean, collectively, this Agreement, each Note, each Guaranty of Payment, the Agent Fee Letter, the Closing Fee Letter and any other documents relating to any of the foregoing, as any of the foregoing may from time to time be amended, restated or otherwise modified or replaced. "Material Adverse Effect" shall mean a material adverse effect on (a) the business, operations, property or condition (financial or otherwise) of Borrower, (b) the business, operations, property or condition (financial or otherwise) of Borrower and its Subsidiaries taken as a whole, or (c) the validity or enforceability of this Agreement or any of the other Loan Documents or the rights and remedies of Agent or the Banks hereunder or thereunder. "Material Indebtedness Agreement" shall mean any debt instrument, lease (capital, operating or otherwise), guaranty, contract, commitment, agreement or other arrangement evidencing any Indebtedness of any Company in excess of the aggregate amount of Seven Million Five Hundred Thousand Dollars ($7,500,000). "Maximum Amount" shall mean, for each Bank, the amount set forth opposite such Bank's name under the column headed "Maximum Amount" as listed on SCHEDULE 1 hereto. "Maximum Tranche A Amount" shall mean Two Hundred Fifty Million Dollars ($250,000,000), as such amount may be reduced pursuant to Section 2.6 hereof. "Maximum Tranche B Amount" shall mean One Hundred Million Dollars ($100,000,000), as such amount may be reduced pursuant to Section 2.6 hereof. "Moody's" shall mean Moody's Investors Service, Inc., or any successor to such company. 13 19 "Multiemployer Plan" shall mean a Pension Plan that is subject to the requirements of Subtitle E of Title IV of ERISA. "Net Earnings" shall mean, for any period, the net income (loss) for such period, determined in accordance with GAAP. "Note" shall mean any Tranche A Note, any Tranche B Note, the Swing Line Note or any other note delivered pursuant to this Agreement. "Note Purchase Agreement" shall mean the Note Purchase Agreement, dated as of August 1, 1997, between Borrower and Metropolitan Life Insurance Company, with respect to the 6.78% Senior Notes Due August 29, 2007. "2001 Note Purchase Agreement" shall mean the Note Purchase Agreement, dated as of May 1, 2001, with respect to Borrower's Senior Notes Due May 1, 2011. "Notice of Loan" shall mean a Notice of Loan in the form of the attached EXHIBIT D. "Obligor" shall mean (a) a Person whose credit or any of whose property is pledged to the payment of the Debt and includes, without limitation, any Guarantor, and (b) any signatory to a Related Writing. "Organizational Documents" shall mean, with respect to any Person (other than an individual), such Person's Articles (Certificate) of Incorporation, or equivalent formation documents, and Regulations (Bylaws), or equivalent governing documents, and any amendments to any of the foregoing. "PBGC" shall mean the Pension Benefit Guaranty Corporation, or its successor. "Pension Plan" shall mean an ERISA Plan that is a "pension plan" (within the meaning of ERISA Section 3(2)). "Permitted Foreign Subsidiary Loans and Investments" shall mean (a) the investments by a Domestic Company (other than the Receivables Subsidiary) in Foreign Subsidiaries existing as of the Closing Date, as set forth on SCHEDULE 5.11 hereto; (b) loans and investments by a Domestic Company (other than the Receivables Subsidiary) to or in a Foreign Subsidiary made on or after the Closing Date in the ordinary course of business, so long as the aggregate amount of all such loans and investments does not, at any time, exceed Forty Million Dollars ($40,000,000); and (c) loans to a Foreign Subsidiary by any Person (other than a Company), and any guaranty of such loans by a Domestic Subsidiary (other than the Receivables Subsidiary), so long as the aggregate principal amount of all such loans does not exceed Twenty Million Dollars ($20,000,000) at any time. "Permitted Investment" shall mean an investment of a Company in the stock (or other debt or equity instruments) of a Person (other than a Company), so long as the aggregate amount of all such investments of all Companies does not exceed, at any time, the greater of (a) Twenty-Five Million Dollars ($25,000,000), or (b) an amount equal to five percent (5%) of Consolidated Tangible Assets. 14 20 "Permitted Receivables Facility" shall mean an accounts receivable facility whereby the Companies sell or transfer the accounts receivables of the Companies to the Receivables Subsidiary which in turn transfers to a buyer, purchaser or lender undivided fractional interests in such accounts receivable, so long as (a) no portion of the Indebtedness or any other obligation (contingent or otherwise) under such Permitted Receivables Facility is guaranteed by any Company, (b) there is no recourse or obligation to any Company (other than the Receivables Subsidiary) whatsoever other than pursuant to customary representations, warranties, covenants and indemnities entered into in the ordinary course of business in connection with such Permitted Receivables Subsidiary, and (c) no Company (other than the Receivables Subsidiary) provides, either directly or indirectly, any other credit support of any kind in connection with such Permitted Receivables Facility other than as set forth in subpart (b) of this definition. "Person" shall mean any individual, sole proprietorship, partnership, joint venture, unincorporated organization, corporation, limited liability company, institution, trust, estate, government or other agency or political subdivision thereof or any other entity. "Prime Rate" shall mean the interest rate established from time to time by Agent as Agent's prime rate, whether or not such rate is publicly announced; the Prime Rate may not be the lowest interest rate charged by Agent for commercial or other extensions of credit. Each change in the Prime Rate shall be effective immediately from and after such change. "Receivables Related Assets" shall mean accounts receivable, instruments, chattel paper, obligations, general intangibles and other similar assets, in each case relating to receivables subject to the Permitted Receivables Facility, including interests in merchandise or goods, the sale or lease of which gave rise to such receivables, related contractual rights, guaranties, insurance proceeds, collections and proceeds of all of the foregoing. "Receivables Subsidiary" shall mean a Wholly-Owned Subsidiary of Borrower that is established as a "bankruptcy remote" Subsidiary for the sole purpose of acquiring accounts receivable under the Permitted Receivables Facility and that shall not engage in any activities other than in connection with the Permitted Receivables Facility. "Related Writing" shall mean each Loan Document and any other assignment, mortgage, security agreement, guaranty agreement, subordination agreement, financial statement, audit report or other writing furnished by Borrower, any Subsidiary or any Obligor, or any of their respective officers, to the Banks pursuant to or otherwise in connection with this Agreement. "Reportable Event" shall mean a reportable event as that term is defined in Title IV of ERISA, except actions of general applicability by the Secretary of Labor under Section 110 of such Act. "Request for Conversion" shall mean a Request for Conversion in the form of the attached EXHIBIT F. "Required Banks" shall mean the holders of greater than fifty percent (50%) of the Total Commitment Amount, or, if there is any borrowing hereunder, the holders of greater than fifty 15 21 percent (50%) of the aggregate principal amount outstanding under the Notes (other than the Swing Line Note). "Reserve Percentage" shall mean for any day that percentage (expressed as a decimal) that is in effect on such day, as prescribed by the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirement (including, without limitation, all basic, supplemental, marginal and other reserves and taking into account any transitional adjustments or other scheduled changes in reserve requirements) for a member bank of the Federal Reserve System in Cleveland, Ohio, in respect of Eurocurrency Liabilities. The Adjusted LIBOR Rate shall be adjusted automatically on and as of the effective date of any change in the Reserve Percentage. "Restricted Payment" shall mean, with respect to any Company, (a) any Capital Distribution, or (b) any amount paid by such Company in repayment, redemption, retirement, repurchase, direct or indirect, of any Subordinated Indebtedness. "SEC" shall mean the United States Securities and Exchange Commission, or any governmental body or agency succeeding to any of its principal functions. "Share Repurchase" shall mean the purchase, repurchase, redemption or other acquisition by Borrower from any Person of any capital stock or other equity interest of Borrower. "Standard & Poor's" shall mean Standard & Poor's Ratings Group, a division of McGraw-Hill, Inc., or any successor to such company. "Subordinated", as applied to Indebtedness, shall mean that the Indebtedness has been subordinated (by written terms or written agreement being, in either case, in form and substance satisfactory to Agent and the Required Banks) in favor of the prior payment in full of the Debt. "Subsidiary" of Borrower or any of its Subsidiaries shall mean (a) a corporation more than fifty percent (50%) of the Voting Power of which is owned, directly or indirectly, by Borrower or by one or more other subsidiaries of Borrower or by Borrower and one or more subsidiaries of Borrower, (b) a partnership or limited liability company of which Borrower, one or more other subsidiaries of Borrower or Borrower and one or more subsidiaries of Borrower, directly or indirectly, is a general partner or managing member, as the case may be, or otherwise has the power to direct the policies, management and affairs thereof, or (c) any other Person (other than a corporation) in which Borrower, one or more other subsidiaries of Borrower or Borrower and one or more subsidiaries of Borrower, directly or indirectly, has at least a majority interest in the Voting Power or the power to direct the policies, management and affairs thereof. "Swing Line" shall mean the credit facility established by Agent for Borrower in accordance with subpart 2 of Section 2.1A hereof. "Swing Line Commitment" shall mean the commitment of Agent to make Swing Loans to Borrower up to the maximum aggregate amount at any time outstanding of Fifteen Million Dollars ($15,000,000) in accordance with the terms and conditions of the Swing Line. 16 22 "Swing Line Exposure" shall mean, at any time, the aggregate principal amount of all Swing Loans outstanding. "Swing Line Note" shall mean the Swing Line Note executed and delivered pursuant to subpart 2 of Section 2.1A hereof. "Swing Loan" shall mean a Loan granted to Borrower by Agent under the Swing Line. "Swing Loan Maturity Date" shall mean, with respect to any Swing Loan, the earlier of (a) seven (7) days after the date such Swing Loan is made, or (b) the last day of the Commitment Period applicable to the Tranche A Commitment. "Term Loan" shall mean the term loan to which the Tranche B Loans have been converted on the Conversion Date pursuant to Section 2.1B hereof. "Term Loan Maturity Date" shall mean May 16, 2003. "Total Commitment Amount" shall mean the principal amount of Three Hundred Fifty Million Dollars ($350,000,000) (or its Dollar Equivalent in Alternate Currency), or such lesser amount as shall be determined pursuant to Section 2.6 hereof; provided, however, that, for the purposes of determining the Total Commitment Amount, Agent may, in its discretion, calculate the Dollar Equivalent of any Loan on any Business Day selected by Agent. "Total Indebtedness" shall mean, at any time, on a Consolidated basis, all Indebtedness of Borrower, including, but not limited to, current, long-term and Subordinated Indebtedness, if any, and all Indebtedness under the Permitted Receivables Facility; provided, however, that in determining the amount of the Indebtedness under any Hedge Agreement, such amount shall be determined as of the end of the most recently completed fiscal quarter of Borrower, based upon the assumption that such Hedge Agreement had terminated at the end of such fiscal quarter, and in making such determination, if any agreement relating to such Hedge Agreement provides for the netting of amounts payable by and to any Person thereunder or if any such agreement provides for the simultaneous payment of amounts by and to any such Person, then in each such case, the amount of such obligation shall be the net amount of such obligations. "Tranche A Commitment" shall mean the obligation hereunder, during the applicable Commitment Period, of (a) each Bank to participate in the making of Tranche A Loans up to the aggregate amount set forth opposite such Bank's name under the column headed "Tranche A Commitment Amount" as set forth on SCHEDULE 1 hereto (or such lesser amount as shall be determined pursuant to Section 2.6 hereof), and (b) Agent to make Swing Loans pursuant to the Swing Line Commitment. . "Tranche A Exposure" shall mean, at any time, the sum of (a) the aggregate principal Dollar or Dollar Equivalent amount of all Tranche A Loans outstanding, and (b) the Swing Line Exposure. "Tranche A Loan" shall mean a Loan granted to Borrower by the Banks in accordance with Section 2.1A hereof. 17 23 "Tranche A Note" shall mean any Tranche A Note executed and delivered pursuant to Section 2.1A hereof. "Tranche B Commitment" shall mean the obligation hereunder, during the applicable Commitment Period, of each Bank to participate in the making of Tranche B Loans up to the aggregate amount set forth opposite such Bank's name under the column headed "Tranche B Commitment Amount" as set forth on SCHEDULE 1 hereto (or such lesser amount as shall be determined pursuant to Section 2.6 hereof). "Tranche B Exposure" shall mean, at any time, the aggregate principal Dollar or Dollar Equivalent amount of all Tranche B Loans outstanding. "Tranche B Loan" shall mean a Loan granted to Borrower by the Banks in accordance with subpart 1 of Section 2.1B hereof. "Tranche B Note" shall mean any Tranche B Note executed and delivered pursuant to Section 2.1B hereof. "Voting Power" shall mean, with respect to any Person, the exclusive ability to control, through the ownership of shares of capital stock, partnership interests, membership interests or otherwise, the election of members of the board of directors or other similar governing body of such Person, and the holding of a designated percentage of Voting Power of a Person means the ownership of shares of capital stock, partnership interests, membership interests or other interests of such Person sufficient to control exclusively the election of that percentage of the members of the board of directors or similar governing body of such Person. "Welfare Plan" shall mean an ERISA Plan that is a "welfare plan" within the meaning of ERISA Section 3(l). "Wholly-Owned Subsidiary" shall mean, with respect to any Person, any corporation, limited liability company or other entity, all of the securities or other ownership interest of which having ordinary voting power to elect a majority of the board of directors, or other persons performing similar functions, are at the time directly or indirectly owned by such Person. Any accounting term not specifically defined in this Article I shall have the meaning ascribed thereto by GAAP. The foregoing definitions shall be applicable to the singular and plurals of the foregoing defined terms. ARTICLE II. AMOUNT AND TERMS OF CREDIT SECTION 2.1. AMOUNT AND NATURE OF CREDIT. Subject to the terms and conditions of this Agreement, each Bank shall participate, to the extent hereinafter provided, in making Loans to Borrower in such aggregate amount as Borrower shall request pursuant to the Commitment; provided, however, that in no event shall the aggregate principal amount of all Loans outstanding under this Agreement be in excess of the Total Commitment Amount. 18 24 Each Bank, for itself and not one for any other, agrees to participate in Loans made hereunder during the Commitment Period on such basis that immediately after the completion of any borrowing by Borrower, (a) the aggregate principal amount then outstanding on the Notes (other than the Swing Line Note) issued to such Bank shall not be in excess of the Maximum Amount for such Bank, and (b) the aggregate principal amount outstanding on the Notes (other than the Swing Line Note) issued to such Bank shall represent that percentage of the aggregate principal amount then outstanding on all Notes (including the Notes held by such Bank) that is such Bank's Commitment Percentage. Each borrowing (other than Swing Loans) from the Banks hereunder shall be made pro rata according to the respective Commitment Percentages of the Banks. The Loans may be made as Tranche A Loans, Swing Loans and Tranche B Loans, and Tranche B Loans may be converted to a Term Loan as follows: A. TRANCHE A COMMITMENT. 1. TRANCHE A LOANS. Subject to the terms and conditions of this Agreement, during the applicable Commitment Period, the Banks shall make a Tranche A Loan or Tranche A Loans to Borrower in such amount or amounts as Borrower may from time to time request, but not exceeding in aggregate principal amount at any time outstanding hereunder the Maximum Tranche A Amount, when such Tranche A Loans are combined with the Swing Line Exposure. Borrower shall have the option, subject to the terms and conditions set forth herein, to borrow Tranche A Loans, maturing on the last day of the applicable Commitment Period, by means of any combination of (a) Base Rate Loans, (b) Eurodollar Loans, or (c) Alternate Currency Loans. With respect to each Alternate Currency Loan, subject to the other provisions of this Agreement, Borrower shall have the right to receive all of the proceeds of such Alternate Currency Loan in an Alternate Currency. Each Alternate Currency Loan shall be made in a single Alternate Currency. Borrower shall pay interest on the unpaid principal amount of Base Rate Loans outstanding from time to time from the date thereof until paid at the Base Rate from time to time in effect. Interest on such Base Rate Loans shall be payable, commencing June 30, 2001, and on the last day of each succeeding September, December, March and June thereafter and at the maturity thereof. Borrower shall pay interest on the unpaid principal amount of each Fixed Rate Loan outstanding from time to time, fixed in advance on the first day of the Interest Period applicable thereto through the last day of the Interest Period applicable thereto (but subject to changes in the Applicable Margin), at the Derived Fixed Rate. Interest on such Fixed Rate Loans shall be payable on each Interest Adjustment Date (provided that if an Interest Period exceeds three (3) months, the interest must be paid every three (3) months, commencing three (3) months from the beginning of such Interest Period). At the request of Borrower to Agent, subject to the notice and other provisions of Section 2.2 hereof, the Banks shall convert Base Rate Loans to Eurodollar Loans at any time and shall 19 25 convert Eurodollar Loans to Base Rate Loans on any Interest Adjustment Date. No Alternate Currency Loan may be converted to a Base Rate Loan or a Eurodollar Loan. The obligation of Borrower to repay the Base Rate Loans and Fixed Rate Loans made by each Bank pursuant to this Section 2.1A and to pay interest thereon shall be evidenced by a Tranche A Note of Borrower in the form of EXHIBIT A hereto, payable to the order of such Bank in the principal amount of its Tranche A Commitment, or, if less, the aggregate unpaid principal amount of Tranche A Loans made hereunder by such Bank. Subject to the provisions of this Agreement, Borrower shall be entitled under this subpart 1 of Section 2.1A to borrow funds, repay the same in whole or in part and re-borrow hereunder at any time and from time to time during the applicable Commitment Period. 2. SWING LOANS. Subject to the terms and conditions of this Agreement, during the Commitment Period applicable to the Tranche A Commitment, Agent shall make a Swing Loan or Swing Loans to Borrower in such amount or amounts as Borrower may from time to time request; provided that Borrower shall not request any Swing Loan hereunder if, after giving effect thereto, (a) the Tranche A Exposure would exceed the Maximum Tranche A Amount, or (b) the Swing Line Exposure would exceed the Swing Line Commitment. Each Swing Loan shall be due and payable on the Swing Loan Maturity Date applicable thereto. Borrower shall not request that more than two (2) Swing Loans be outstanding at any time. Each Swing Loan shall be made in Dollars. Borrower shall pay interest, for the sole benefit of Agent (and any Bank that has purchased a participation in such Swing Loan), on the unpaid principal amount of each Swing Loan outstanding from time to time from the date thereof until paid at the Derived Swing Loan Rate applicable to such Swing Loan. Interest on each Swing Loan shall be payable on the Swing Loan Maturity Date applicable thereto. Each Swing Loan shall bear interest for a minimum of one (1) day. The obligation of Borrower to repay the Swing Loans and to pay interest thereon shall be evidenced by a Swing Line Note of Borrower substantially in the form of EXHIBIT C hereto, dated the Closing Date, and payable to the order of Agent in the principal amount of the Swing Line Commitment, or, if less, the aggregate unpaid principal amount of Swing Loans made hereunder by Agent. Subject to the provisions of this Agreement, Borrower shall be entitled under this subpart 2 of Section 2.1A to borrow funds, repay the same in whole or in part and reborrow hereunder at any time and from time to time during the Commitment Period applicable to the Tranche A Commitment. If Agent so elects, by giving notice to Borrower and the Banks, Borrower agrees that Agent shall have the right, in its sole discretion, to require that any Swing Loan be refinanced as a Tranche A Loan. Such Tranche A Loan shall be a Base Rate Loan unless and until converted by Borrower to a Eurodollar Loan pursuant to subpart 1 of this Section 2.1A and Section 2.2 hereof. Upon receipt of such notice by Borrower, Borrower shall be deemed, on such day, to have requested a Tranche A Loan in the principal amount of the Swing Loan in accordance with subpart 1 of this Section 2.1A and Section 2.2 hereof. Each Bank agrees to make a Tranche A Loan on the date of such notice, subject to no conditions precedent whatsoever. Each Bank 20 26 acknowledges and agrees that such Bank's obligation to make a Tranche A Loan pursuant to subpart 1 of this Section 2.1A when required by this subpart 2 of Section 2.1A is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that its payment to Agent, for the account of Agent, of the proceeds of such Tranche A Loan shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not such Bank's Tranche A Commitment shall have been reduced or terminated. Borrower irrevocably authorizes and instructs Agent to apply the proceeds of any borrowing pursuant to this paragraph to repay in full such Swing Loan. If, for any reason, Agent is unable to or, in the opinion of Agent, it is impracticable to, convert any Swing Loan to a Tranche A Loan pursuant to the preceding paragraph, then on any day that a Swing Loan is outstanding (whether before or after the maturity thereof), Agent shall have the right to request that each Bank purchase a participation in such Swing Loan, and Agent shall promptly notify each Bank thereof (by facsimile or telephone, confirmed in writing). Upon such notice, but without further action, Agent hereby agrees to grant to each Bank, and each Bank hereby agrees to acquire from Agent, an undivided participation interest in such Swing Loan in an amount equal to such Bank's Commitment Percentage of the aggregate principal amount of such Swing Loan. In consideration and in furtherance of the foregoing, each Bank hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to Agent, for its sole account, such Bank's ratable share of such Swing Loan (determined in accordance with such Bank's Commitment Percentage). Each Bank acknowledges and agrees that its obligation to acquire participations in Swing Loans pursuant to this subpart 2 of Section 2.1A is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or an Event of Default, and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not such Bank's Tranche A Commitment shall have been reduced or terminated. Each Bank shall comply with its obligation under this subpart 2 of Section 2.1A by wire transfer of immediately available funds, in the same manner as provided in Section 2.2 hereof with respect to Tranche A Loans to be made by such Bank. B. TRANCHE B COMMITMENT. 1. TRANCHE B LOANS. Subject to the terms and conditions of this Agreement, during the applicable Commitment Period, the Banks shall make a Tranche B Loan or Tranche B Loans to Borrower in such amount or amounts as Borrower may from time to time request, but not exceeding in aggregate principal amount at any time outstanding hereunder the Maximum Tranche B Amount. Borrower shall have the option, subject to the terms and conditions set forth herein, to borrow Tranche B Loans, maturing on the last day of the applicable Commitment Period, by means of any combination of (a) Base Rate Loans, (b) Eurodollar Loans, or (c) Alternate Currency Loans. With respect to each Alternate Currency Loan, subject to the other provisions of this Agreement, Borrower shall have the right to receive all of the proceeds of such Alternate Currency Loan in an Alternate Currency. Each Alternate Currency Loan shall be made in a single Alternate Currency. Borrower shall pay interest on the unpaid principal amount of Base Rate Loans outstanding from time to time 21 27 from the date thereof until paid at the Base Rate from time to time in effect. Interest on such Base Rate Loans shall be payable, commencing June 30, 2001, and on the last day of each succeeding September, December, March and June thereafter and at the maturity thereof. Borrower shall pay interest on the unpaid principal amount of each Fixed Rate Loan outstanding from time to time, fixed in advance on the first day of the Interest Period applicable thereto through the last day of the Interest Period applicable thereto (but subject to changes in the Applicable Margin), at the Derived Fixed Rate. Interest on such Fixed Rate Loans shall be payable on each Interest Adjustment Date (provided that if an Interest Period exceeds three (3) months, the interest must be paid every three (3) months, commencing three (3) months from the beginning of such Interest Period). At the request of Borrower to Agent, subject to the notice and other provisions of Section 2.2 hereof, the Banks shall convert Base Rate Loans to Eurodollar Loans at any time and shall convert Eurodollar Loans to Base Rate Loans on any Interest Adjustment Date. No Alternate Currency Loan may be converted to a Base Rate Loan or a Eurodollar Loan. The obligation of Borrower to repay the Base Rate Loans and Fixed Rate Loans made by each Bank pursuant to this Section 2.1B and to pay interest thereon shall be evidenced by a Tranche B Note of Borrower in the form of EXHIBIT B hereto, payable to the order of such Bank in the principal amount of its Tranche B Commitment, or, if less, the aggregate unpaid principal amount of Tranche B Loans made hereunder by such Bank. Subject to the provisions of this Agreement, Borrower shall be entitled under this Section 2.1B to borrow funds, repay the same in whole or in part and re-borrow hereunder at any time and from time to time during the applicable Commitment Period. 2. CONVERSION OF TRANCHE B LOANS. At the request of Borrower by the delivery to Agent and the Banks at least three (3) days prior to the Conversion Date of a Request for Conversion, and provided that no Default or Event of Default shall exist hereunder, all Tranche B Loans outstanding on the Conversion Date (other than Alternate Currency Loans) shall be converted into a Term Loan in the aggregate principal amount of such Tranche B Loans. The Term Loan shall be made in Dollars. On and after the Conversion Date, Tranche B Loans shall no longer be available hereunder and the Tranche B Commitment shall be automatically terminated. The Term Loan shall be payable in full on the Term Loan Maturity Date. The obligation of Borrower to pay the Term Loan shall be evidenced by the Tranche B Notes. Borrower shall notify Agent prior to the Conversion Date (in accordance with the notice provisions of Section 2.2 hereof), whether the Term Loan will be a Base Rate Loan or a Eurodollar Loan. The Term Loan may be a mixture of a Base Rate Loan and Eurodollar Loans. The Banks, at the request of Borrower to Agent, subject to the applicable notice and other provisions of Section 2.2 hereof, shall convert a Base Rate Loan to a Eurodollar Loan at any time and shall convert a Eurodollar Loan to a Base Rate Loan on any Interest Adjustment Date. With respect to any portion of the Term Loan that is a Base Rate Loan, Borrower shall pay interest on the unpaid principal amount thereof outstanding from time to time from the date thereof until paid, commencing on the last day of the calendar quarter in which the Conversion Date occurred, and on the last day of each succeeding calendar quarter thereafter and at the maturity thereof, at the Base Rate from time to time in effect. 22 28 With respect to any portion of the Term Loan that is a Eurodollar Loan, Borrower shall pay interest on the unpaid principal amount of each Eurodollar Loan outstanding from time to time, fixed in advance on the first day of the Interest Period applicable thereto through the last day of the Interest Period applicable thereto (but subject to changes in the Applicable Margin), at the Derived Fixed Rate. Interest on such Eurodollar Loan shall be payable on each Interest Adjustment Date (provided that if an Interest Period exceeds three (3) months, the interest must be paid every three (3) months, commencing three (3) months from the beginning of such Interest Period). SECTION 2.2. CONDITIONS TO LOANS. The obligation of the Banks to make, continue or convert any Loan, and of Agent to make any Swing Loan, is conditioned, in the case of each borrowing, conversion or continuation hereunder, upon: (a) all conditions precedent as listed in Article IV hereof shall have been satisfied; (b) with respect to Base Rate Loans, receipt by Agent of a Notice of Loan, such notice to be received by 11:00 A.M. (Cleveland, Ohio time) on the proposed date of borrowing or conversion, and, with respect to Eurodollar Loans, by 11:00 A.M. (Cleveland, Ohio time) three (3) Business Days prior to the proposed date of borrowing, conversion or continuation. Agent shall notify each Bank of the date, amount and initial Interest Period (if applicable) promptly upon the receipt of such notice, and, in any event, by 2:00 P.M. (Cleveland, Ohio time) on the date such notice is received. On the date such Loan is to be made, each Bank shall provide Agent, not later than 3:00 P.M. (Cleveland, Ohio time), with the amount in federal or other immediately available funds, required of it. If Agent elects to advance the proceeds of such Loan prior to receiving funds from such Bank, Agent shall have the right, upon prior notice to Borrower, to debit any account of Borrower or otherwise receive from Borrower, on demand, such amount, in the event that such Bank fails to reimburse Agent in accordance with this subsection. Agent shall also have the right to receive interest from such Bank at the Federal Funds Effective Rate in the event that such Bank shall fail to provide its portion of the Loan on the date requested and Agent elects to provide such funds; (c) with respect to Alternate Currency Loans, receipt by Agent of a Notice of Loan by 11:00 A.M. (Cleveland, Ohio time) three (3) Business Days prior to the proposed date of borrowing. Agent shall notify each Bank of the date, amount, type of currency and initial Interest Period promptly upon the receipt of such notice, and, in any event, by 2:00 P.M. (Cleveland, Ohio time) on the date such notice is received. On the date such Loan is to be made, each Bank shall provide Agent, not later than 3:00 P.M. (Cleveland, Ohio time), with the amount of the applicable Alternate Currency required of it in immediately available funds; (d) with respect to Swing Loans, receipt by Agent of a Notice of Loan, such notice to be received by 11:00 A.M. (Cleveland, Ohio time) on the proposed date of borrowing; (e) Borrower's request for (i) a Base Rate Loan shall be in an amount of not less than Five Million Dollars ($5,000,000), increased by increments of One Hundred Thousand Dollars ($100,000); (ii) a Fixed Rate Loan shall be in an amount (or, with respect to an Alternate Currency Loan, the Dollar Equivalent) of not less than Five Million Dollars ($5,000,000), increased by increments of One Million Dollars ($1,000,000) (or, with respect to an Alternate 23 29 Currency Loan, such approximately comparable amount as shall result in a rounded number of the applicable Alternate Currency); and (iii) a Swing Loan shall be in an amount not less than Five Hundred Thousand Dollars ($500,000); (f) the fact that no Default or Event of Default shall then exist or immediately after the making, conversion or continuation of the Loan would exist; and (g) the fact that each of the representations and warranties contained in Article VI hereof shall be true and correct with the same force and effect as if made on and as of the date of the making, conversion, or continuation of such Loan, except to the extent that any thereof expressly relate to an earlier date. At no time shall Borrower request that Fixed Rate Loans be outstanding for more than ten (10) different Interest Periods at any time, and, if Base Rate Loans are outstanding, then Fixed Rate Loans shall be limited to nine (9) different Interest Periods at any time. Each request by Borrower for the making, conversion or continuation of a Loan hereunder shall be deemed to be a representation and warranty by Borrower as of the date of such request as to the facts specified in (f) and (g) above. Each request for a Fixed Rate Loan shall be irrevocable and binding on Borrower and Borrower shall indemnify Agent and the Banks against any loss or expense incurred by Agent or the Banks as a result of any failure by Borrower to consummate such transaction including, without limitation, any loss (including loss of anticipated profits) or expense incurred by reason of liquidation or re-employment of deposits or other funds acquired by the Banks to fund such Fixed Rate Loan. A certificate as to the amount of such loss or expense submitted by the Banks to Borrower shall be conclusive and binding for all purposes, absent manifest error. SECTION 2.3. PAYMENT ON NOTES, ETC. (a) PAYMENTS IN ALTERNATE CURRENCY. With respect to any Alternate Currency Loan, all payments (including prepayments) to any Bank of the principal of or interest on such Alternate Currency Loan shall be made in the same Alternate Currency as the original Loan. All such payments shall be remitted by Borrower to Agent at Agent's main office (or at such other office or account as designated in writing by Agent to Borrower) for the account of the Banks not later than 11:00 A.M. (Cleveland, Ohio time) on the due date thereof in same day funds. Any payments received by Agent after 11:00 A.M. (Cleveland, Ohio time) shall be deemed to have been made and received on the next following Business Day. (b) PAYMENTS IN DOLLARS. With respect to (i) any Loan (other than an Alternate Currency Loan), or (ii) any other payment to Agent and the Banks that is not covered by subsection (a) hereof, all such payments (including prepayments) to Agent and the Banks of the principal of or interest on such Loan or other payment, including but not limited to principal, interest, fees or any other amount owed by Borrower under this Agreement, shall be made in Dollars. All payments described in this subsection (b) shall be remitted to Agent at its main office for the account of the Banks not later than 11:00 A.M. (Cleveland, Ohio time) on the due date thereof in immediately available funds. Any such payments received by Agent after 11:00 24 30 A.M. (Cleveland, Ohio time) shall be deemed to have been made and received on the next following Business Day. (c) PAYMENTS NET OF TAXES. All payments under this Agreement or any other Loan Document by Borrower or any other Obligor shall be made absolutely net of, without deduction or offset for, and altogether free and clear of, any and all present and future taxes, levies, deductions, charges and withholdings and all liabilities with respect thereto, under the laws of the United States of America or any foreign jurisdiction (or any state or political subdivision thereof), excluding income and franchise taxes imposed on any Bank (and withholding relating thereto) other than such income or franchise taxes arising solely from such Bank having executed, delivered or performed its obligations or received a payment under, or enforced the Loan Documents, under the laws of the United States of America or any foreign jurisdiction (or any state or political subdivision thereof). If Borrower or other Obligor is compelled by law to deduct any such taxes or levies (other than such excluded taxes) or to make any such other deductions, charges or withholdings, then Borrower or such Obligor, as the case may be, shall pay such additional amounts as may be necessary in order that the net payments after such deduction, and after giving effect to any United States or foreign jurisdiction (or any state or political subdivision thereof) income taxes required to be paid by the Banks in respect of such additional amounts, shall equal the amount of interest provided in Section 2.1 hereof for each Loan plus any principal then due. (d) PAYMENTS TO BANKS. Upon Agent's receipt of payments hereunder, Agent shall immediately distribute to each Bank its ratable share, if any, of the amount of principal, interest, and facility and other fees received by it for the account of such Bank. Payments received by Agent in Dollars shall be delivered to the Banks in Dollars in immediately available funds. Payments received by Agent in any Alternate Currency shall be delivered to the Banks in such Alternate Currency in same day funds. Each Bank shall record any principal, interest or other payment, the principal amounts of Base Rate Loans and Fixed Rate Loans, the type of currency for each Loan, all prepayments and the applicable dates, including Interest Periods, with respect to the Loans made, and payments received by such Bank, by such method as such Bank may generally employ; provided, however, that failure to make any such entry shall in no way detract from the obligations of Borrower under the Notes. The aggregate unpaid amount of Loans, types of Loans, Interest Periods and similar information with respect to such Loans set forth on the records of Agent shall be rebuttably presumptive evidence with respect to such information, including the amounts of principal and interest owing and unpaid on each Note. (e) TIMING OF PAYMENTS. Whenever any payment to be made hereunder, including, without limitation, any payment to be made on any Note, shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall in each case be included in the computation of the interest payable on such Note; provided, however, that, with respect to any Fixed Rate Loan, if the next succeeding Business Day falls in the succeeding calendar month, such payment shall be made on the preceding Business Day and the relevant Interest Period shall be adjusted accordingly. SECTION 2.4. PREPAYMENT. (a) RIGHT TO PREPAY. 25 31 (i) Borrower shall have the right, at any time or from time to time, to prepay, on a pro rata basis for all of the Banks, all or any part of the principal amount of the Tranche A Notes or Tranche B Notes then outstanding, as designated by Borrower, plus interest accrued on the amount so prepaid to the date of such prepayment; and (ii) Borrower shall have the right, at any time or from time to time, to prepay, for the benefit of Agent (and any Bank that has purchased a participation in such Swing Loan), all or any part of the principal amount of the Swing Loans then outstanding, as designated by Borrower, plus interest accrued on the amount so prepaid to the date of such prepayment. (b) PREPAYMENT FEES. (i) Prepayments of Base Rate Loans shall be without any premium or penalty; (ii) In any case of prepayment of a Fixed Rate Loan, Borrower agrees that if the reinvestment rate with respect to Eurodollars or the Alternate Currency, as the case may be, of such Fixed Rate Loan, as quoted by the money desk of Agent (the "Reinvestment Rate"), shall be lower than the Adjusted LIBOR Rate applicable to the Fixed Rate Loan that is intended to be prepaid (hereinafter, "Last LIBOR"), then Borrower shall, upon written notice from Agent, promptly pay to Agent, for the account of each Bank, in immediately available funds, a prepayment fee equal to the product of (A) a rate (the "Prepayment Rate") which shall be equal to the difference between the Last LIBOR and the Reinvestment Rate, times (B) the prepayment principal amount of the Fixed Rate Loan that is to be prepaid, times (C) (1) the number of days remaining in the Interest Period of the Fixed Rate Loan that is to be prepaid divided by (2) three hundred sixty (360). In addition, Borrower shall immediately pay directly to Agent, for the account of the Banks, the amount of any additional costs or expenses (including, without limitation, cost of telex, wires, or cables) incurred by Agent or the Banks in connection with the prepayment, upon Borrower's receipt of a written statement from Agent; and (iii) In the case of prepayment of a Swing Loan, Borrower agrees to pay to Agent, on demand, for any resulting loss, cost or expense of Agent as a result thereof, including, without limitation, any loss incurred in obtaining, liquidating or employing deposits. (c) NOTICE OF PREPAYMENT. Borrower shall give Agent written notice of prepayment of any Base Rate Loan by not later than 11:00 A.M. (Cleveland, Ohio time) on the Business Day such prepayment is to be made and written notice of the prepayment of any Fixed Rate Loan not later than 1:00 P.M. (Cleveland, Ohio time) three (3) Business Days prior to the Business Day on which such prepayment is to be made. (d) MINIMUM AMOUNT. Each prepayment of a Fixed Rate Loan by Borrower shall be in the aggregate principal amount of not less than Five Million Dollars ($5,000,000) (or, with respect to an Alternate Currency Loan, the Dollar Equivalent of such amount), except in the case of a mandatory prepayment in connection with Section 2.8(a) hereof or Article III hereof . 26 32 SECTION 2.5. FACILITY AND OTHER FEES. (a) Borrower shall pay to Agent, for the ratable account of the Banks, as a consideration for the Tranche A Commitment hereunder, a facility fee from the Closing Date to and including the last day of the applicable Commitment Period, payable quarterly, at a rate per annum equal to (i) the Applicable Facility Fee Rate in effect on the date that such facility fee is due, times (ii) the highest Maximum Tranche A Amount during such quarter. The facility fee with respect to the Tranche A Commitment shall be payable in arrears, on June 30, 2001 and on the last day of each succeeding September, December, March and June thereafter, and on the last day of the applicable Commitment Period. (b) Borrower shall pay to Agent, for the ratable account of the Banks, as a consideration for the Tranche B Commitment hereunder, a facility fee from the Closing Date to and including the last day of the applicable Commitment Period, payable quarterly, at a rate per annum equal to (i) the Applicable Facility Fee Rate in effect on the date that such facility fee is due, times (ii) the highest Maximum Tranche B Amount during such quarter. The facility fee with respect to the Tranche B Commitment shall be payable in arrears, on June 30, 2001 and on the last day of each succeeding September, December, March and June thereafter, and on the last day of the applicable Commitment Period. (c) Borrower shall pay to Agent, for its sole benefit, the fees set forth in the Agent Fee Letter. SECTION 2.6. REDUCTION OF COMMITMENT. (a) Borrower may at any time or from time to time permanently reduce in whole or ratably in part the Tranche A Commitment to an amount not less than the then existing Tranche A Exposure by giving Agent not fewer than three (3) Business Days' notice of such reduction, provided that any such partial reduction shall be in an aggregate amount, for all of the Banks, of not less than Five Million Dollars ($5,000,000), increased by increments of One Million Dollars ($1,000,000). Agent shall promptly notify each Bank of the date of each such reduction and such Bank's proportionate share thereof. After each such reduction, the facility fees payable hereunder shall be calculated upon the Tranche A Commitment as so reduced. If Borrower reduces in whole the Tranche A Commitment, on the effective date of such reduction (Borrower having prepaid in full the unpaid principal balance, if any, of the Tranche A Notes and the Swing Line Note, together with all interest and facility and other fees accrued and unpaid), all of the Tranche A Notes shall be delivered to Agent marked "Canceled" and Agent shall redeliver such Tranche A Notes to Borrower. Any partial reduction in the Tranche A Commitment shall be effective during the remainder of the applicable Commitment Period. (b) Borrower may at any time or from time to time permanently reduce in whole or ratably in part the Tranche B Commitment to an amount not less than the then existing Tranche B Exposure by giving Agent not fewer than five (5) Business Days' notice of such reduction, provided that any such partial reduction shall be in an aggregate amount, for all of the Banks, of not less than Five Million Dollars ($5,000,000), increased by increments of One Million Dollars ($1,000,000). Agent shall promptly notify each Bank of the date of each such reduction and such Bank's proportionate share thereof. After each such reduction, the facility fees payable hereunder shall be calculated upon the Tranche B Commitment as so reduced. If Borrower 27 33 reduces in whole the Tranche B Commitment, on the effective date of such reduction (Borrower having prepaid in full the unpaid principal balance, if any, of the Tranche B Notes, together with all interest and facility and other fees accrued and unpaid; and provided no Tranche B Loan has been converted to a Term Loan), all of the Tranche B Notes shall be delivered to Agent marked "Canceled" and Agent shall redeliver such Tranche B Notes to Borrower. Any partial reduction in the Tranche B Commitment shall be effective during the remainder of the applicable Commitment Period. SECTION 2.7. COMPUTATION OF INTEREST AND FEES; DEFAULT RATE. With the exception of Base Rate Loans, interest on Loans and facility and other fees and charges hereunder shall be computed on the basis of a year having three hundred sixty (360) days and calculated for the actual number of days elapsed. With respect to Base Rate Loans, interest shall be computed on the basis of a year having three hundred sixty-five (365) days or three hundred sixty-six (366) days, as the case may be, and calculated for the actual number of days elapsed. Anything herein to the contrary notwithstanding, if an Event of Default shall occur and be continuing hereunder, at the option of Agent or the Required Banks, the principal of each Note, the unpaid interest thereon and any other amounts owing hereunder shall bear interest, until paid, at the Default Rate. In no event shall the rate of interest hereunder exceed the maximum rate allowable by law. SECTION 2.8. MANDATORY PAYMENT. (a) If, at any time, the Credit Exposure shall exceed the Total Commitment Amount, Borrower shall, as promptly as practicable, but in no event later than the next Business Day, prepay an aggregate principal amount of Loans sufficient to bring the aggregate outstanding principal amount of all such Loans within the Total Commitment Amount. (b) If, at any time, the Tranche A Exposure shall exceed the Maximum Tranche A Amount, Borrower shall, as promptly as practicable, but in no event later than the next Business Day, prepay an aggregate principal amount of Tranche A Loans sufficient to bring the aggregate outstanding principal amount of all such Tranche A Loans within the Maximum Tranche A Amount (c) If, at any time, the Tranche B Exposure shall exceed the Maximum Tranche B Amount, Borrower shall, as promptly as practicable, but in no event later than the next Business Day, prepay an aggregate principal amount of the Tranche B Loans sufficient to bring the aggregate outstanding principal amount of all such Tranche B Loans within the Maximum Tranche B Amount. (d) Any prepayment of a Fixed Rate Loan pursuant to this Section 2.8 shall be subject to the prepayment fees set forth in Section 2.4 hereof and, if applicable, Article III hereof. ARTICLE III. ADDITIONAL PROVISIONS RELATING TO FIXED RATE LOANS; INCREASED CAPITAL; TAXES. SECTION 3.1. RESERVES OR DEPOSIT REQUIREMENTS, ETC. If, at any time, any law, treaty or regulation (including, without limitation, Regulation D of the Board of Governors of the 28 34 Federal Reserve System) or the interpretation thereof by any governmental authority charged with the administration thereof or any central bank or other fiscal, monetary or other authority shall impose (whether or not having the force of law), modify or deem applicable any reserve and/or special deposit requirement (other than reserves included in the Reserve Percentage, the effect of which is reflected in the interest rate(s) of the Fixed Rate Loan(s) in question) against assets held by, or deposits in or for the amount of any Fixed Rate Loan by, any Bank, and the result of the foregoing is to increase the net cost (whether by incurring a cost or adding to a cost) to such Bank of making or maintaining hereunder such Fixed Rate Loan or to reduce the amount of principal or interest received by such Bank with respect to such Fixed Rate Loan, then, upon demand by such Bank, Borrower shall pay to such Bank from time to time on Interest Adjustment Dates with respect to such Fixed Rate Loan, as additional consideration hereunder, additional amounts sufficient to fully compensate and indemnify such Bank for such increased cost or reduced amount, assuming (which assumption such Bank need not corroborate) such additional cost or reduced amount was allocable to such Fixed Rate Loan. A certificate as to the increased cost or reduced amount as a result of any event mentioned in this Section 3.1, setting forth the calculations therefor, shall be promptly submitted by such Bank to Borrower and shall, in the absence of manifest error, be conclusive and binding as to the amount thereof. Notwithstanding any other provision of this Agreement, after any such demand for compensation by any Bank, Borrower, upon at least three (3) Business Days' prior written notice to such Bank through Agent, may prepay any affected Fixed Rate Loan in full or, with respect to Eurodollar Loans, convert such Eurodollar Loan to a Base Rate Loan regardless of the Interest Period thereof. Any such prepayment or conversion shall be subject to the prepayment fees set forth in Section 2.4 hereof. Each Bank shall notify Borrower as promptly as practicable (but in no event more than one hundred eighty (180) days after such event), with a copy thereof delivered to Agent, of the existence of any event that will likely require the payment by Borrower of any such additional amount under this Section. SECTION 3.2. TAX LAW, ETC. In the event that by reason of any law, regulation or requirement or in the interpretation thereof by an official authority, or the imposition of any requirement of any central bank whether or not having the force of law, any Bank shall, with respect to this Agreement or any transaction under this Agreement, be subjected to any tax, levy, impost, charge, fee, duty, deduction or withholding of any kind whatsoever (other than any tax imposed upon the total net income of such Bank) and if any such measures or any other similar measure shall result in an increase in the cost to such Bank of making or maintaining any Fixed Rate Loan or in a reduction in the amount of principal, interest or commitment fee receivable by such Bank in respect thereof, then such Bank shall promptly notify Borrower stating the reasons therefor. Borrower shall thereafter pay to such Bank, upon demand from time to time on Interest Adjustment Dates with respect to such Fixed Rate Loan, as additional consideration hereunder, such additional amounts as shall fully compensate such Bank for such increased cost or reduced amount. A certificate as to any such increased cost or reduced amount, setting forth the calculations therefor, shall be submitted by such Bank to Borrower and shall, in the absence of manifest error, be conclusive and binding as to the amount thereof. If any Bank receives such additional consideration from Borrower pursuant to this Section 3.2, such Bank shall use reasonable efforts to obtain the benefits of any refund, deduction or credit for any taxes or other amounts on account of which such additional consideration has been paid and shall reimburse Borrower to the extent, but only to the extent, that such Bank shall receive a refund of such taxes or other amounts together with any interest 29 35 thereon or an effective net reduction in taxes or other governmental charges (including any taxes imposed on or measured by the total net income of such Bank) of the United States or any state or subdivision thereof by virtue of any such deduction or credit, after first giving effect to all other deductions and credits otherwise available to such Bank. If, at the time any audit of such Bank's income tax return is completed, such Bank determines, based on such audit, that it was not entitled to the full amount of any refund reimbursed to Borrower as aforesaid or that its net income taxes are not reduced by a credit or deduction for the full amount of taxes reimbursed to Borrower as aforesaid, Borrower, upon demand of such Bank (made within one (1) year after receipt of such audit), shall promptly pay to such Bank the amount so refunded to which such Bank was not so entitled, or the amount by which the net income taxes of such Bank were not so reduced, as the case may be. Notwithstanding any other provision of this Agreement, after any such demand for compensation by any Bank, Borrower, upon at least three (3) Business Days' prior written notice to such Bank through Agent, may prepay any affected Fixed Rate Loan in full or, with respect to Eurodollar Loans, convert such Eurodollar Loan to a Base Rate Loan regardless of the Interest Period of any thereof. Any such prepayment or conversion shall be subject to the prepayment fees set forth in Section 2.4 hereof. SECTION 3.3. EURODOLLAR OR ALTERNATE CURRENCY DEPOSITS UNAVAILABLE OR INTEREST RATE UNASCERTAINABLE. In respect of any Fixed Rate Loan, in the event that Agent shall have determined that (a) for Eurodollar Loans, that Dollar deposits or (b) for Alternate Currency Loans, that deposits of the relevant Alternate Currency, of the relevant amount for the relevant Interest Period for such Fixed Rate Loan are not available to Agent in the applicable Eurodollar or Alternate Currency market, as the case may be, or that, by reason of circumstances affecting such market, adequate and reasonable means do not exist for ascertaining the applicable LIBOR Rate applicable to such Interest Period, as the case may be, Agent shall promptly give notice of such determination to Borrower and (a) any notice of a new Eurodollar Loan or Alternate Currency Loan, as the case may be, (or conversion of an existing Base Rate Loan to a Eurodollar Loan) previously given by Borrower and not yet borrowed (or converted, as the case may be) shall be deemed a notice to make a Base Rate Loan, and (b) Borrower shall be obligated either to prepay, or with respect to a Eurodollar Loan, to convert to a Base Rate Loan, any outstanding Fixed Rate Loan on the last day of the then current Interest Period with respect thereto. SECTION 3.4. INDEMNITY. Without prejudice to any other provisions of this Article III, Borrower hereby agrees to indemnify each Bank against any loss or expense that such Bank may sustain or incur as a consequence of any default by Borrower in payment when due of any amount hereunder in respect of any Fixed Rate Loan, including, but not limited to, any loss of profit, premium or penalty incurred by such Bank in respect of funds borrowed by it for the purpose of making or maintaining such Fixed Rate Loan, as determined by such Bank in the exercise of its sole but reasonable discretion. A certificate as to any such loss or expense shall be promptly submitted by such Bank to Borrower and shall, in the absence of manifest error, be conclusive and binding as to the amount thereof. SECTION 3.5. CHANGES IN LAW RENDERING FIXED RATE LOANS UNLAWFUL. If at any time any new law, treaty or regulation, or any change in any existing law, treaty or regulation, or any interpretation thereof by any governmental or other regulatory authority charged with the administration thereof, shall make it unlawful for any Bank to fund any Fixed Rate Loan that it is 30 36 committed to make hereunder in any Alternate Currency or Dollars, as the case may be, the commitment of such Bank to fund such Fixed Rate Loan shall, upon the happening of such event, forthwith be suspended for the duration of such illegality, and such Bank shall by written notice to Borrower and Agent declare that its commitment with respect to such Fixed Rate Loan has been so suspended and, if and when such illegality ceases to exist, such suspension shall cease and such Bank shall similarly notify Borrower and Agent. If any such change shall make it unlawful for any Bank to continue in effect the funding in the applicable Eurodollar or Alternate Currency market, as the case may be, of any Fixed Rate Loan previously made by it hereunder, such Bank shall, upon the happening of such event, notify Borrower, Agent and the other Banks thereof in writing stating the reasons therefor, and Borrower shall, on the earlier of (a) the last day of the then current Interest Period or (b) if required by such law, regulation or interpretation, on such date as shall be specified in such notice, either convert such Fixed Rate Loan (if a Eurodollar Loan) to a Base Rate Loan or prepay such Fixed Rate Loan to the Banks in full. Any such prepayment or conversion shall be subject to the prepayment fees described in Section 2.4 hereof. SECTION 3.6. FUNDING. Each Bank may, but shall not be required to, make Fixed Rate Loans hereunder with funds obtained outside the United States. SECTION 3.7. CAPITAL ADEQUACY. If any Bank shall have determined, after the Closing Date, that the adoption of any applicable law, rule, regulation or guideline regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its lending office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Bank's capital (or the capital of its holding company) as a consequence of its obligations hereunder to a level below that which such Bank (or its holding company) could have achieved but for such adoption, change or compliance (taking into consideration such Bank's policies or the policies of its holding company with respect to capital adequacy) by an amount deemed by such Bank to be material, then from time to time, within fifteen (15) days after demand by such Bank (made within one hundred eighty (180) days of such Bank becoming aware of the reason giving rise to such demand), with a copy to Agent, Borrower shall pay to such Bank such additional amount or amounts as shall compensate such Bank (or its holding company) for such reduction. Each Bank shall designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods. Failure on the part of any Bank to demand compensation for any reduction in return on capital with respect to any period shall not constitute a waiver of such Bank's rights to demand compensation for any reduction in return on capital in such period or in any other period. The protection of this Section shall be available to each Bank regardless of any possible contention of the invalidity or inapplicability of the law, regulation or other condition that shall have been imposed. 31 37 SECTION 3.8. APPLICATION OF PROVISIONS. Notwithstanding anything in this Agreement to the contrary, no Bank shall demand compensation for any reduction referred to in Sections 3.1, 3.2, 3.3, 3.5 or 3.7 hereof if it shall not at the time be the general policy or practice of such Bank to demand such compensation, payment or reimbursement in similar circumstances under comparable provisions of other credit agreements. ARTICLE IV. CONDITIONS PRECEDENT The obligation of the Banks to make the first Loan, and of Agent to make the first Swing Loan, is subject to Borrower satisfying each of the following conditions: SECTION 4.1. NOTES. Borrower shall have executed and delivered to each Bank its Tranche A Note and its Tranche B Note and shall have executed and delivered to Agent the Swing Line Note. SECTION 4.2. OFFICER'S CERTIFICATE, RESOLUTIONS, ORGANIZATIONAL DOCUMENTS. Borrower shall have delivered to each Bank an officer's certificate certifying the names of the officers of Borrower authorized to sign the Loan Documents, together with the true signatures of such officers and certified copies of (a) the resolutions of the board of directors of Borrower evidencing approval of the execution and delivery of the Loan Documents and the execution of other Related Writings to which Borrower is a party, and (b) the Organizational Documents of Borrower. SECTION 4.3. LEGAL OPINION. Borrower shall have delivered to Agent an opinion of counsel for Borrower, in form and substance satisfactory to Agent and the Required Banks. SECTION 4.4. GOOD STANDING CERTIFICATES. Borrower shall have delivered to Agent a good standing certificate for Borrower, issued on or about the Closing Date by the Secretary of State of Ohio and of each state in which Borrower is qualified as a foreign corporation and the failure to so qualify would have a Material Adverse Effect. SECTION 4.5. AGENT FEE LETTER, CLOSING FEE LETTER; LEGAL FEES. Borrower shall have (a) executed and delivered the Agent Fee Letter to Agent, and paid to Agent, for its sole benefit, the fees described in the Agent Fee Letter, (b) executed and delivered the Closing Fee Letter to Agent, and paid to Agent, for the account of the Banks, the fees described in the Closing Fee Letter and paid to each of the Banks the fees set forth therein, and (c) paid all legal fees and expenses of Agent in connection with the preparation and negotiation of the Loan Documents. SECTION 4.6. LIEN SEARCHES. Borrower shall have caused to be delivered to Agent the results of U.C.C. lien searches with respect to Borrower, satisfactory to Agent and the Required Banks, from the Secretary of State of Ohio. SECTION 4.7. CLOSING CERTIFICATE. Borrower shall have delivered to Agent and the Banks an officer's certificate certifying that, as of the Closing Date, (a) all conditions precedent set forth in this Article IV have been satisfied, (b) no Default or Event of Default exists nor immediately after the making of the first Loan will exist, and (c) each of the 32 38 representations and warranties contained in Article VI hereof are true and correct as of the Closing Date. SECTION 4.8. EXISTING CREDIT AGREEMENTS. Borrower shall have terminated the existing bilateral credit agreements between Borrower and KeyBank National Association, Wachovia Bank, N.A., PNC Bank, National Association, The Bank of Nova Scotia, The Chase Manhattan Bank, San Paolo IMI SPA, Bank One, N.A. and National City Bank (but only with respect to the revolving credit facility with National City Bank), respectively, which termination of each such agreement shall be deemed to have occurred upon payment in full of all of the Indebtedness outstanding thereunder and termination of the commitments established therein. SECTION 4.9. NO MATERIAL ADVERSE CHANGE. No material adverse change, in the opinion of Agent, shall have occurred in the financial condition or operations of the Companies since FQE January 31, 2001. SECTION 4.10. MISCELLANEOUS. Borrower shall have provided to Agent and the Banks such other items and shall have satisfied such other conditions as may be reasonably required by Agent or the Banks. ARTICLE V. COVENANTS Borrower agrees that, so long as the Commitment remains in effect and thereafter until all of the Debt shall have been paid in full, Borrower shall perform and observe, and shall cause each other Company to perform and observe, each of the following provisions: SECTION 5.1. INSURANCE. Each Company shall (a) maintain insurance to such extent and against such hazards and liabilities as is commonly maintained by Persons similarly situated; and (b) within ten (10) days of Agent's written request, furnish to Agent such information about such Company's insurance as Agent may from time to time reasonably request, which information shall be prepared in form and detail satisfactory to Agent and certified by a Financial Officer of such Company. SECTION 5.2. MONEY OBLIGATIONS. Each Company shall pay in full (a) prior in each case to the date when penalties would attach, all taxes, assessments and governmental charges and levies (except only those so long as and to the extent that the same shall be contested in good faith by appropriate and timely proceedings and for which adequate reserves have been established in accordance with GAAP) for which it may be or become liable or to which any or all of its properties may be or become subject and the failure to pay would have a Material Adverse Effect; (b) all of its wage obligations to its employees in compliance with the Fair Labor Standards Act (29 U.S.C. Sections 206-207) or any comparable provisions and the failure to pay would have a Material Adverse Effect; and (c) all of its other obligations calling for the payment of money (except only those so long as and to the extent that the same shall be contested in good faith and for which adequate reserves have been established in accordance with GAAP) before such payment becomes overdue and the failure to pay (i) would constitute a Default or Event of Default hereunder or (ii) have a Material Adverse Effect. SECTION 5.3. FINANCIAL STATEMENTS. Borrower shall furnish to each Bank: 33 39 (a) within forty-five (45) days after the end of each of the first three (3) quarter-annual periods of each fiscal year of Borrower, balance sheets of Borrower as of the end of such period and statements of income (loss), stockholders' equity and cash flow for the quarter and fiscal year to date periods, all prepared on a Consolidated basis, in accordance with GAAP, and in form and detail satisfactory to the Banks and certified by a Financial Officer of Borrower; provided that delivery by Borrower of a copy of Borrower's quarterly report on Form 10-Q shall satisfy the foregoing requirements; (b) within ninety (90) days after the end of each fiscal year of Borrower, an annual audit report of Borrower for that year prepared on a Consolidated and consolidating (but only as to Borrower, the Domestic Subsidiaries and the Foreign Subsidiaries) basis, in accordance with GAAP, and in form and detail satisfactory to Agent and certified by an independent public accountant satisfactory to Agent, which report shall include balance sheets and statements of income (loss), stockholders' equity and cash-flow for that period, together with a certificate by the accountant setting forth the Defaults and Events of Default coming to its attention during the course of its audit or, if none, a statement to that effect; (c) concurrently with the delivery of the financial statements in (a) and (b) above, a Compliance Certificate; (d) with the delivery of the quarterly and annual financial statements in (a) and (b) above, a copy of any management report, letter or similar writing furnished to the Companies by the accountants in respect of the Companies' systems, operations, financial condition or properties, to the extent permitted by such accountants and applicable law; (e) within ninety (90) days after the end of each fiscal year of Borrower, annual pro-forma projections of Borrower and its Subsidiaries for the then current fiscal year and the next two (2) succeeding fiscal years, to be in form acceptable to Agent; (f) as soon as available, copies of all notices, reports, definitive proxy or other statements and other documents sent by Borrower to its shareholders, to the holders of any of its debentures or bonds or the trustee of any indenture securing the same or pursuant to which they are issued, or sent by Borrower (in final form) to any securities exchange or over the counter authority or system, or to the SEC or any similar federal agency having regulatory jurisdiction over the issuance of Borrower's securities; and (g) within ten (10) days of the written request of Agent or any Bank, such other information about the financial condition, properties and operations of any Company as Agent or such Bank may from time to time reasonably request (but subject to any applicable law and, upon request of Borrower, subject to customary confidentiality provisions), which information shall be submitted in form and detail satisfactory to Agent or such Bank and certified by a Financial Officer of the Company or Companies in question. SECTION 5.4. FINANCIAL RECORDS. Each Company shall at all times maintain true and complete records and books of account, including, without limiting the generality of the foregoing, appropriate reserves for possible losses and liabilities, all in accordance with GAAP, and at all reasonable times (during normal business hours and upon notice to such Company) 34 40 permit Agent or any Bank, or any representative of Agent or such Bank, to examine that Company's books and records and to make excerpts therefrom and transcripts thereof. SECTION 5.5. FRANCHISES. Each Company shall preserve and maintain at all times its existence, rights and franchises, except as otherwise permitted pursuant to Section 5.12 hereof; provided that such Company shall not be required to preserve or maintain its rights or franchises where the failure to do so will not have a Material Adverse Effect. SECTION 5.6. ERISA COMPLIANCE. No Company shall incur any material accumulated funding deficiency within the meaning of ERISA, or any material liability to the PBGC, established thereunder in connection with any ERISA Plan. Borrower shall furnish to the Banks (a) as soon as possible and in any event within thirty (30) days after any Company knows or has reason to know that any Reportable Event with respect to any ERISA Plan has occurred, a statement of the Financial Officer of such Company, setting forth details as to such Reportable Event and the action that such Company proposes to take with respect thereto, together with a copy of the notice of such Reportable Event given to the PBGC if a copy of such notice is available to such Company, and (b) promptly after receipt thereof a copy of any notice such Company, or any member of the Controlled Group may receive from the PBGC or the Internal Revenue Service with respect to any ERISA Plan administered by such Company; provided, that this latter clause shall not apply to notices of general application promulgated by the PBGC or the Internal Revenue Service. Borrower shall promptly notify the Banks of any material taxes assessed, proposed to be assessed or that Borrower has reason to believe may be assessed against a Company by the Internal Revenue Service with respect to any ERISA Plan. As used in this Section "material" means the measure of a matter of significance that shall be determined as being an amount equal to five percent (5%) of the Consolidated Net Worth of Borrower. As soon as practicable, and in any event within twenty (20) days, after any Company becomes aware that an ERISA Event has occurred, such Company shall provide each Bank with notice of such ERISA Event with a certificate by a Financial Officer of such Company setting forth the details of the event and the action such Company or another Controlled Group member proposes to take with respect thereto. Borrower shall, at the request of Agent, deliver or cause to be delivered to Agent true and correct copies of any documents relating to the ERISA Plan of any Company. SECTION 5.7. FINANCIAL COVENANTS. (a) LEVERAGE RATIO. Borrower shall not suffer or permit at any time, for the most recently completed four (4) fiscal quarters of Borrower, the Leverage Ratio to exceed 3.25 to 1.00. (b) INTEREST COVERAGE RATIO. Borrower shall not suffer or permit at any time, for the most recently completed four (4) fiscal quarters of Borrower, the Interest Coverage Ratio to be less than 3.00 to 1.00. (c) NET WORTH. Borrower shall not suffer or permit at any time the Consolidated Net Worth, for the most recently completed fiscal quarter of Borrower, to be less than an amount equal to (i) Two Hundred Million Dollars ($200,000,000), plus (ii) fifty percent (50%) of positive Consolidated Net Earnings for FQE April 30, 2001 (the sum of (i) and (ii) being referred to herein collectively as the "Closing Date Amount"), with the Closing Date Amount to be 35 41 adjusted by the Net Worth Adjustment Amount on FQE July 31, 2001 and on the last day of each fiscal quarter thereafter. As used herein, the term "Net Worth Adjustment Amount" shall mean, for the relevant fiscal quarter, an amount equal to (A) fifty percent (50%) of the positive Consolidated Net Earnings for such fiscal quarter (with no deduction for losses), plus (B) one hundred percent (100%) of the proceeds of any equity offering by the Companies, or any debt offering of the Companies, to the extent converted into equity occurring during such fiscal quarter, minus (C) the aggregate amount of Share Repurchases made pursuant to Section 5.19(b)(iii) hereof during such fiscal quarter (not to exceed Seventy-Five Million Dollars ($75,000,000) for all Share Repurchases during all fiscal quarters subsequent to FQE April 30, 2001). SECTION 5.8. BORROWING. No Company shall create, incur or have outstanding any obligation for borrowed money or any Indebtedness of any kind; provided, that this Section shall not apply to: (a) the Loans or any other Indebtedness under this Agreement; (b) the Indebtedness (whether outstanding or committed) that exists as of the Closing Date as set forth in SCHEDULE 5.8 hereto (and any extension, renewal or refinancing thereof so long as the principal amount thereof does not increase after the Closing Date); (c) the unsecured Indebtedness of Borrower under the Note Purchase Agreement in an original principal amount not to exceed Fifty Million Dollars ($50,000,000); (d) unsecured Indebtedness of Borrower under the Credit Agreement between Borrower and National City Bank, dated October 11, 2000, up to an aggregate principal amount of Forty Million Dollars ($40,000,000); (e) the unsecured Indebtedness of Borrower under the 2001 Note Purchase Agreement in an aggregate principal amount not to exceed One Hundred Million Dollars ($100,000,000); (f) the unsecured Indebtedness of Borrower owing to Bank of Tokyo-Mitsubishi Trust Company up to the Dollar Equivalent of Three Billion Japanese Yen ((Y)3,000,000,000); (g) loans or capital leases to any Company for the purchase or lease of fixed assets, which loans or leases are secured by the assets being purchased or leased, so long as the aggregate principal amount of all such loans and leases for all Companies does not exceed Twenty-Five Million Dollars ($25,000,000) at any time; (h) loans by a Domestic Company (other than the Receivables Subsidiary) to another Domestic Company (other than the Receivables Subsidiary); (i) unsecured loans by a Foreign Subsidiary to a Domestic Company (other than the Receivables Subsidiary) or another Foreign Subsidiary; (j) Permitted Foreign Subsidiary Loans and Investments; 36 42 (k) Indebtedness under any Hedge Agreement, so long as such Hedge Agreement has been entered in to in the ordinary course of business and not for speculative purposes; (l) Indebtedness of the Receivables Subsidiary under the Permitted Receivables Facility, so long as (i) the funded amount, together with any other Indebtedness thereunder, does not exceed Fifty Million Dollars ($50,000,000) at any time, and (ii) Borrower provides a copy of the documents evidencing such transaction to Agent; and (m) additional unsecured Indebtedness of Borrower, to the extent not otherwise permitted pursuant to subparts (a) through (l) hereof, so long as (i) the aggregate outstanding principal amount of such Indebtedness does not exceed Seventy-Five Million Dollars ($75,000,000) at any time; provided, however, that such amount may be increased to an amount not to exceed One Hundred Seventy-Five Million Dollars ($175,000,000) on the conditions that (A) there shall have been a permanent reduction in the Tranche B Commitment in the amount of such increase, and (B) such increased amount of Indebtedness shall not have been incurred under or in connection with another committed bank credit facility, and (ii) no Company (other than Borrower) is liable, whether directly or indirectly, for any part of such Indebtedness. SECTION 5.9. LIENS. No Company shall create, assume or suffer to exist any Lien upon any of its property or assets, whether now owned or hereafter acquired; provided that this Section shall not apply to the following: (a) Liens for taxes not yet due or that are being actively contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP; (b) other statutory Liens incidental to the conduct of its business or the ownership of its property and assets that (i) were not incurred in connection with the borrowing of money or the obtaining of advances or credit, and (ii) do not in the aggregate materially detract from the value of its property or assets or materially impair the use thereof in the operation of its business; (c) easements or other minor defects or irregularities in title of real property not interfering in any material respect with the use of such property in the business of any Company; (d) the Liens existing on the Closing Date as set forth in SCHEDULE 5.9 hereto; (e) any Lien granted to Agent, for the benefit of the Banks; (f) Liens on fixed assets securing the loans or capital leases pursuant to Section 5.8 (g) hereof, provided that such Lien only attaches to the property being acquired or leased; (g) Liens on the Receivables Related Assets in connection with the Permitted Receivables Facility securing the obligations under the Permitted Receivables Facility; and (h) any other Liens created after the Closing Date, to the extent not otherwise permitted pursuant to subparts (a) through (g) hereof, so long as the aggregate amount of Indebtedness secured by all such Liens does not exceed at any time, for all Companies, the 37 43 greater of (a) Five Million Dollars ($5,000,000), or (b) an amount equal to one percent (1%) of Consolidated Tangible Assets. No Company (other than the Receivables Subsidiary) shall enter into any contract or agreement (other than any contract or agreement entered into in connection with the Indebtedness permitted to be incurred pursuant to Section 5.8 (c), (d), (e), (f), (g) or (m) hereof) that would prohibit Agent or the Banks from acquiring a security interest, mortgage or other Lien on, or a collateral assignment of, any of the property or assets of a Company. SECTION 5.10. REGULATIONS U AND X. No Company shall take any action that would result in any non-compliance of the Loans with Regulations U and X, or any other applicable regulation, of the Board of Governors of the Federal Reserve System. SECTION 5.11. INVESTMENTS AND LOAN. No Company shall, without the prior written consent of Agent and the Required Banks, (a) create, acquire or hold any Subsidiary, (b) make or hold any investment in any stocks, bonds or securities of any kind, (c) be or become a party to any joint venture or other partnership, (d) make or keep outstanding any advance or loan to any Person, or (e) be or become a Guarantor of any kind; provided, that this Section shall not apply to: (i) investments by the Companies in Cash Equivalents; (ii) any endorsement of a check or other medium of payment for deposit or collection through normal banking channels or similar transaction in the normal course of business; (iii) the holding of Subsidiaries listed on SCHEDULE 6.1 hereto and the creation, acquisition and holding of any new Subsidiary (other than by the Receivables Subsidiary) after the Closing Date so long as such new Subsidiary is created, acquired or held in accordance with the terms and conditions of this Agreement; (iv) loans to or investments in a Domestic Company (other than the Receivables Subsidiary) to or by another Domestic Company (other than the Receivables Subsidiary); (v) loans to or investments in a Foreign Subsidiary or Borrower by another Foreign Subsidiary; (vi) Permitted Foreign Subsidiary Loans and Investments; (vii) any advance or loan to an officer or employee of a Company made in the ordinary course of such Company's business, so long as all such advances and loans from all Companies aggregate not more than the maximum principal sum of Five Million Dollars ($5,000,000) at any time outstanding; (viii) loans or advances to customers or suppliers in connection with a contractual arrangement made in the ordinary course of business and consistent with past practice; and (ix) any Permitted Investment. 38 44 SECTION 5.12. MERGER AND SALE OF ASSETS. No Company shall merge or consolidate with any other Person, or sell, lease or transfer or otherwise dispose of any assets to any Person other than in the ordinary course of business, except that, if no Default or Event of Default shall then exist or immediately thereafter shall begin to exist: (a) any Subsidiary (other than the Receivables Subsidiary) may merge with (i) Borrower (provided that Borrower shall be the continuing or surviving Person) , or (ii) any one or more Domestic Subsidiaries (other than the Receivables Subsidiary); (b) any Subsidiary (other than the Receivables Subsidiary) may sell, lease, transfer or otherwise dispose of any of its assets to (i) Borrower, or (ii) any one or more Domestic Subsidiaries (other than the Receivables Subsidiary); (c) in addition to any merger permitted pursuant to subpart (a) above, any Foreign Subsidiary may merge with any one or more Foreign Subsidiaries; (d) in addition to any sale, lease, transfer or other disposition permitted pursuant to subpart (b) above, any Foreign Subsidiary may sell, lease, transfer or otherwise dispose of any of its assets to any one or more Foreign Subsidiaries; (e) in addition to any sale, lease, transfer or other disposition permitted pursuant to subparts (a) through (d) above, any Company may sell accounts receivables to the Receivables Subsidiary in connection with the Permitted Receivables Facility; and (f) in addition to any sale, lease, transfer or other disposition permitted pursuant to subparts (a) through (e) above, any Company (other than the Receivables Subsidiary) may sell, lease, transfer or otherwise dispose of any of its assets to any Person so long as the aggregate amount of all such assets sold, leased, transferred or otherwise disposed of by all Companies does not exceed the greater of (a) Twenty Five Million Dollars ($25,000,000), or (b) an amount equal to five percent (5%) of Consolidated Tangible Assets during any fiscal year of Borrower. SECTION 5.13. ACQUISITIONS. Borrower shall not effect, or permit any Subsidiary to effect, an Acquisition, except that any Company (other than the Receivables Subsidiary) may effect an Acquisition so long as (a) Borrower shall be the surviving entity if such Acquisition is a merger or consolidation with Borrower; (b) the business to be acquired shall be similar, related, complementary or beneficial to the lines of business of the Companies; (c) the Board of Directors (or equivalent governing body) and the management of the Person to be acquired shall have approved such Acquisition; (d) the Companies shall be in full compliance with the Loan Documents both prior to and subsequent to the transaction; and (e) if the aggregate Consideration paid in connection with such Acquisition is in excess of Fifteen Million Dollars ($15,000,000), Borrower shall have provided to Agent and the Banks, at least twenty (20) days prior to such Acquisition, historical financial statements of the target entity and a pro forma financial statement of the Companies accompanied by a certificate of a Financial Officer of Borrower showing pro forma compliance with Section 5.7 hereof, both before and after the proposed Acquisition. SECTION 5.14. NOTICE. Borrower shall cause a Financial Officer of Borrower to promptly notify Agent and the Banks whenever (a) any Default or Event of Default may occur 39 45 hereunder, or (b) any default, or event with which the passage of time or the giving of notice, or both, would cause a default, shall have occurred under the Note Purchase Agreement, the 2001 Note Purchase Agreement or any other Material Indebtedness Agreement. SECTION 5.15. ENVIRONMENTAL COMPLIANCE. Except where the failure to do so would not have or result in a Material Adverse Effect, (a) each Company shall comply in all respects with any and all Environmental Laws including, without limitation, all Environmental Laws in jurisdictions in which any Company owns or operates a facility or site, arranges for disposal or treatment of hazardous substances, solid waste or other wastes, accepts for transport any hazardous substances, solid waste or other wastes or holds any interest in real property or otherwise; and (b) no Company shall allow the release or disposal of hazardous waste, solid waste or other wastes on, under or to any real property in which any Company holds any interest or performs any of its operations, in violation of any Environmental Law. Borrower shall defend, indemnify and hold Agent and the Banks harmless against all costs, expenses, claims, damages, penalties and liabilities of every kind or nature whatsoever (including attorneys' fees) arising out of or resulting from the noncompliance of any Company with any Environmental Law. Such indemnification shall survive any termination of this Agreement. SECTION 5.16. AFFILIATE TRANSACTIONS. No Company shall, or shall permit any Subsidiary to, directly or indirectly, enter into or permit to exist any transaction (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of a Company on terms that are less favorable to such Company or such Subsidiary, as the case may be, than those that might be obtained at the time in a transaction with a non-Affiliate; provided, however, that the foregoing shall not prohibit (a) the payment of customary and reasonable directors' fees to directors who are not employees of a Company or any Affiliate of a Company; or (b) any transaction, including, but not limited to the transactions contemplated pursuant to the Permitted Receivables Facility, between Borrower and an Affiliate that Borrower reasonably determines in good faith is beneficial to Borrower and its Affiliates as a whole and that is not entered into for the purpose of hindering the exercise by Agent or the Banks of their rights or remedies under this Agreement. SECTION 5.17. USE OF PROCEEDS. Borrower's use of the proceeds of the Notes shall be solely for working capital and other general corporate purposes of Borrower and its Subsidiaries and for acquisitions permitted pursuant to this Agreement. SECTION 5.18. CORPORATE NAME. Borrower shall not change its corporate name, unless Borrower shall provide Agent with thirty (30) days prior written notice thereof. SECTION 5.19. RESTRICTED PAYMENTS. (a) Each Subsidiary shall make Capital Distributions to Borrower of such Subsidiary's Net Earnings on a regular basis consistent with the past practices of Borrower, subject to Section 5.20. (b) Except for any Restricted Payment made pursuant to subpart (a) above, no Company shall make or commit itself to make any Restricted Payment, provided, that: 40 46 (i) any Company may make or commit itself to make, directly or indirectly, any Capital Distribution to Borrower at any time; (ii) if no Default or Event of Default shall then exist or immediately thereafter shall begin to exist, Borrower may make Capital Distributions to the shareholders of Borrower; and (iii) if no Default or Event of Default shall then exist or immediately thereafter shall begin to exist, Borrower may make a Share Repurchase provided that, if such Share Repurchase is from any Person other than an ERISA Plan or non-qualified option plan of Borrower, at the time of such Share Repurchase, the Capitalization Ratio shall be less than or equal to 0.50 to 1.00. SECTION 5.20. RESTRICTIVE AGREEMENTS. Except as set forth in this Agreement, Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (a) make, directly or indirectly, any Capital Distribution to Borrower; (b) make, directly or indirectly, loans or advances or capital contributions to Borrower; or (c) transfer, directly or indirectly, any of the properties or assets of such Subsidiary to Borrower, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) customary non-assignment provisions in leases or other agreements entered in the ordinary course of business and consistent with past practices, (iii) customary restrictions in security agreements or mortgages securing Indebtedness of a Company to the extent such restrictions only restrict the transfer of the property subject to such security agreement or mortgage or (iv) customary and reasonable restrictions in agreements necessary to obtain Permitted Foreign Subsidiary Loans and Investments so long as such restrictions do not materially encumber the ability of the Foreign Subsidiaries taken as a whole to make Capital Distributions. SECTION 5.21. AMENDMENT OF ORGANIZATION DOCUMENTS. Borrower shall not amend its Organizational Documents without the prior written consent of Agent, which consent shall not be unreasonably withheld. SECTION 5.22. OTHER COVENANTS. In the event that Borrower shall enter into, or shall have entered into, any Material Indebtedness Agreement, wherein the covenants and agreements contained therein are more restrictive than the covenants set forth herein, then Borrower shall be bound hereunder by such covenants and agreements with the same force and effect as if such covenants and agreements were written herein. SECTION 5.23. GUARANTIES OF PAYMENT; GUARANTY UNDER MATERIAL INDEBTEDNESS AGREEMENT. (a) No Company shall be or become a Guarantor of the Indebtedness incurred pursuant to the Note Purchase Agreement, the 2001 Note Purchase Agreement or any other Material Indebtedness Agreement unless such Company is also a Guarantor of Payment under this Agreement prior to or concurrently therewith. (b) If, pursuant to the terms and conditions of the Note Purchase Agreement, the 2001 Note Purchase Agreement and each other Material Indebtedness Agreement at any time after the 41 47 Closing Date, the Domestic Subsidiaries are permitted to become Guarantors of Payment with respect to all of the Debt or the Foreign Subsidiaries are permitted to become co-borrowers with respect to all of the Loans made to, or directly for the benefit of, such Foreign Subsidiaries, then, (i) Borrower shall immediately provide written notice thereof to Agent, and (ii) upon request of Agent or the Required Banks, Borrower shall (A) cause each such Domestic Subsidiary to execute and deliver to Agent, for the benefit of Banks, a Guaranty of Payment, in form and substance satisfactory to Agent and the Required Banks, and upon request of Agent and the Required Banks, Borrower shall deliver such corporate governance or other documents of each such Domestic Subsidiary as Agent shall deem necessary or appropriate, and (B) cause each such Foreign Subsidiary to execute and deliver to Agent, for the benefit of the Banks, an assumption agreement, in form and substance satisfactory to Agent and the Required Banks, and appropriate Notes, and upon request of Agent and the Required Banks, Borrower shall deliver such corporate governance or other documents of each such Foreign Subsidiary as Agent may deem necessary or appropriate. SECTION 5.24. PARI PASSU RANKING. The Debt shall, and Borrower shall take all necessary action to ensure that the Debt shall, at all times rank at least pari passu in right of payment (to the fullest extent permitted by law) with all other senior unsecured Indebtedness of Borrower. ARTICLE VI. REPRESENTATIONS AND WARRANTIES Borrower represents and warrants that the statements set forth in this Article VI are true, correct and complete. SECTION 6.1. CORPORATE EXISTENCE; SUBSIDIARIES; FOREIGN QUALIFICATION. (a) Each Company is an entity duly organized, validly existing, and in good standing under the laws of its state or jurisdiction of incorporation or organization and is duly qualified and authorized to do business and is in good standing as a foreign entity in each jurisdiction where the character of its property or its business activities makes such qualification necessary, except where the failure to so qualify will not cause or result in a Material Adverse Effect. (b) SCHEDULE 6.1 hereto sets forth (i) each Company, (ii) each Company's state or jurisdiction of organization, (iii) each state or other jurisdiction in which each Company is qualified to do business as a foreign entity, and (iv) the capitalization of each Company. SECTION 6.2. CORPORATE AUTHORITY. Borrower has the right and power and is duly authorized and empowered to enter into, execute and deliver the Loan Documents to which it is a party and to perform and observe the provisions of the Loan Documents. The Loan Documents to which Borrower is a party have been duly authorized and approved by Borrower's Board of Directors and are the valid and binding obligations of Borrower, enforceable against Borrower in accordance with their respective terms. The execution, delivery and performance of the Loan Documents will not violate any applicable law, conflict with or result in any breach in any of the provisions of, or constitute a default under, or result in the creation of any Lien (other than Liens permitted under Section 5.9 hereof) upon any assets or property of any Company under the provisions of such Company's Organizational Documents or any agreement. 42 48 SECTION 6.3. COMPLIANCE WITH LAWS. Each Company: (a) holds permits, certificates, licenses, orders, registrations, franchises, authorizations, and other approvals from federal, state, local, and foreign governmental and regulatory bodies necessary for the conduct of its business and is in compliance with all applicable laws relating thereto except where the failure to do so would not have a Material Adverse Effect; (b) is in compliance with all federal, state, local, or foreign applicable statutes, rules, regulations, and orders including, without limitation, those relating to environmental protection, occupational safety and health, and equal employment practices, except where the failure to do so would not have a Material Adverse Effect; and (c) is not in violation of or in default under any agreement to which it is a party or by which its assets are subject or bound, except to the extent that any such violation or default would not have a Material Adverse Effect. SECTION 6.4. LITIGATION AND ADMINISTRATIVE PROCEEDINGS. Except as disclosed on SCHEDULE 6.4 hereto, as to any of which, individually or in the aggregate, if determined adversely, would not have a Material Adverse Effect, there are (a) no lawsuits, actions, investigations, or other proceedings pending or threatened against any Company, or in respect of which any Company may have any liability, in any court or before any governmental authority, arbitration board, or other tribunal, (b) no orders, writs, injunctions, judgments, or decrees of any court or government agency or instrumentality to which any Company is a party or by which the property or assets of any Company are bound, and (c) no grievances, disputes, or controversies outstanding with any union or other organization of the employees of any Company, or threats of work stoppage, strike, or pending demands for collective bargaining. SECTION 6.5. TITLE TO ASSETS. Each Company has good title to and ownership of all property it purports to own, which property is free and clear of all Liens, except those permitted under Section 5.9 hereof. SECTION 6.6. LIENS AND SECURITY INTERESTS. On and after the Closing Date, except for Liens permitted pursuant to Section 5.9 hereof, (a) there is no financing statement outstanding covering any personal property of any Company, other than a financing statement in favor of Agent, for the benefit of the Banks, if any; (b) there is no mortgage outstanding covering any real property of any Company, other than a mortgage in favor of Agent, for the benefit of the Banks, if any; and (c) no real or personal property of any Company is subject to any security interest or Lien of any kind other than any security interest or Lien that may be granted to Agent, for the benefit of the Banks. No Company (other than the Receivables Subsidiary) has entered into any contract or agreement that exists on or after the Closing Date (other than any contract or agreement entered into in connection with the Indebtedness permitted to be incurred pursuant to Section 5.8 (c), (d), (e), (f), (g) or (m) hereof) that would prohibit Agent or the Banks from acquiring a security interest, mortgage or other Lien on, or a collateral assignment of, any of the property or assets of any Company. 43 49 SECTION 6.7. TAX RETURNS. All foreign, federal, state and local tax returns and other reports required by law to be filed in respect of the income, business, properties and employees of each Company have been filed and all taxes, assessments, fees and other governmental charges that are due and payable have been paid, except as otherwise permitted herein or the failure to do so does not and will not cause or result in a Material Adverse Effect. The provision for taxes on the books of each Company is adequate for all years not closed by applicable statutes and for the current fiscal year. SECTION 6.8. ENVIRONMENTAL LAWS. Each Company is in compliance with any and all Environmental Laws, including, without limitation, all Environmental Laws in all jurisdictions in which any Company owns or operates, or has owned or operated, a facility or site, arranges or has arranged for disposal or treatment of hazardous substances, solid waste or other wastes, accepts or has accepted for transport any hazardous substances, solid waste or other wastes or holds or has held any interest in real property or otherwise, except where the failure to so comply would not have a Material Adverse Effect. No litigation or proceeding arising under, relating to or in connection with any Environmental Law is pending or, to the best knowledge of each Company, threatened, against any Company, any real property in which any Company holds or has held an interest or any past or present operation of any Company that, if determined adversely, would have a Material Adverse Effect. No release, threatened release or disposal of hazardous waste, solid waste or other wastes is occurring, or has occurred (other than those that are currently being cleaned up in accordance with Environmental Laws), on, under or to any real property in which any Company holds any interest or performs any of its operations, in violation of any Environmental Law. As used in this Section, "litigation or proceeding" means any demand, claim, notice, suit, suit in equity, action, administrative action, investigation or inquiry whether brought by any governmental authority, private Person or otherwise. SECTION 6.9. CONTINUED BUSINESS. There exists no actual, pending, or, to Borrower's knowledge, any threatened termination, cancellation or limitation of, or any modification or change in the business relationship of any Company and any customer or supplier, or any group of customers or suppliers, whose purchases or supplies, individually or in the aggregate, are material to the business of any Company, and there exists no present condition or state of facts or circumstances that would materially and adversely affect any Company in any respect or prevent a Company from conducting its business or the transactions contemplated by this Agreement in substantially the same manner in which it was previously conducted in each case that would have a Material Adverse Effect. SECTION 6.10. EMPLOYEE BENEFIT PLANS. SCHEDULE 6.10 hereto identifies each ERISA Plan. No ERISA Event has occurred or is expected to occur with respect to an ERISA Plan. Full payment has been made of all amounts which a Controlled Group member is required, under applicable law or under the governing documents, to have been paid as a contribution to or a benefit under each ERISA Plan. The liability of each Controlled Group member with respect to each ERISA Plan has been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for on its financial statements. No changes have occurred or are expected to occur that would cause a material increase in the cost of providing benefits under the ERISA Plan. With respect to each ERISA Plan that is intended to be qualified under Code Section 401(a): (a) the ERISA Plan and any associated trust operationally comply with the applicable requirements of Code Section 401(a), (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as 44 50 currently in effect, other than those requirements for which a retroactive amendment can be made within the "remedial amendment period" available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely), (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described "remedial amendment period" has not yet expired, (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), without regard to any retroactive amendment that may be made within the above-described "remedial amendment period", and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972. With respect to any Pension Plan (except to the extent set forth in footnote 3 to Borrower's Consolidated financial statements for the fiscal year ended October 29, 2000), the "accumulated benefit obligation" of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, "Employers' Accounting for Pensions") does not exceed the fair market value of Pension Plan assets. SECTION 6.11. CONSENTS OR APPROVALS. No consent, approval or authorization of, or filing, registration or qualification with, any governmental authority or any other Person is required to be obtained or completed by Borrower in connection with the execution, delivery or performance of any of the Loan Documents, that has not already been obtained or completed. SECTION 6.12. SOLVENCY. Borrower has received consideration that is the reasonable equivalent value of the obligations and liabilities that Borrower has incurred to the Banks. Borrower is not insolvent as defined in any applicable state or federal statute, nor will Borrower be rendered insolvent by the execution and delivery of the Loan Documents to Agent and the Banks. Borrower is not engaged or about to engage in any business or transaction for which the assets retained by it are or will be an unreasonably small amount of capital, taking into consideration the obligations to Agent and the Banks incurred hereunder. Borrower does not intend to, nor does it believe that it will, incur debts beyond its ability to pay such debts as they mature. SECTION 6.13. FINANCIAL STATEMENTS. The Consolidated financial statements of Borrower for the fiscal year ended on or about October 31, 2000 and the interim Consolidated financial statements for FQE January 31, 2001, furnished to Agent and the Banks, are true and complete, have been prepared in accordance with GAAP, and fairly present the financial condition of the Companies as of the dates of such financial statements and the results of their operations for the periods then ending. Since the dates of such statements, there has been no material adverse change in any Company's financial condition, properties or business nor any change in any Company's accounting procedures. SECTION 6.14. REGULATIONS. Borrower is not engaged principally or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying any "margin stock" (within the meaning of Regulation U of the Board of Governors of the Federal Reserve System of the United States of America). Neither the granting of any Loan (or any conversion thereof) nor the use of the proceeds of any Loan will violate, or be inconsistent with, the provisions of Regulation U or X or any other Regulation of such Board of Governors. 45 51 SECTION 6.15. MATERIAL AGREEMENTS. Except as disclosed on SCHEDULE 6.15 hereto, no Company is a party to any (a) debt instrument; (b) capital lease, whether as lessee or lessor thereunder; (c) contract, commitment, agreement, or other arrangement involving the purchase or sale of any inventory by it, or the license of any right to or by it; (d) contract, commitment, agreement, or other arrangement with any of its "Affiliates" (as such term is defined in the Securities Exchange Act of 1934, as amended); (e) management or employment contract or contract for personal services with any of its Affiliates that is not otherwise terminable at will or on less than ninety (90) days' notice without liability; (f) collective bargaining agreement; or (g) other contract, agreement, understanding, or arrangement that, as to subsections (a) through (f), above, if violated, breached, or terminated for any reason, would have or would be reasonably expected to have a Material Adverse Effect. SECTION 6.16. INTELLECTUAL PROPERTY. Except where the failure to do so would not have or result in a Material Adverse Effect, each Company owns, possesses, or has the right to use all of the intellectual property, including, without limitation, all patents, patent applications, trademarks, service marks, copyrights, licenses, and rights with respect to the foregoing necessary for the conduct of its business without any known conflict with the rights of others. SECTION 6.17. INSURANCE. Each Company maintains with financially sound and reputable insurers insurance with coverage and limits as required by law and as is customary with persons engaged in the same businesses as the Companies. SECTION 6.18. ACCURATE AND COMPLETE STATEMENTS. Neither the Loan Documents nor any written statement made by any Company in connection with any of the Loan Documents contains any untrue statement of a material fact or omits a material fact necessary to make the statements contained therein or in the Loan Documents not misleading. After due inquiry by a Financial Officer of Borrower, there is no known fact that any Company has not disclosed to Agent and the Banks that has or would have a Material Adverse Effect. SECTION 6.19. DEFAULTS. No Default or Event of Default exists hereunder, nor will any begin to exist immediately after the execution and delivery hereof. ARTICLE VII. EVENTS OF DEFAULT Each of the following shall constitute an Event of Default hereunder: SECTION 7.1. PAYMENTS. If (a) the principal of any Note shall not be paid in full punctually when due and payable, or (b) the interest on any Note or any facility or other fee shall not be paid in full punctually when due and payable or within five (5) Business Days thereafter. SECTION 7.2. SPECIAL COVENANTS. If any Company or Obligor shall fail or omit to perform and observe Sections 5.7, 5.8, 5.9, 5.11, 5.12 or 5.19(b) hereof. SECTION 7.3. OTHER COVENANTS. If any Company or Obligor shall fail or omit to perform and observe any agreement or other provision (other than those referred to in Sections 7.1 or 7.2 hereof) contained or referred to in this Agreement or any Related Writing that is on 46 52 such Company's or Obligor's part, as the case may be, to be complied with, and that Default shall not have been fully corrected within thirty (30) days after the giving of written notice thereof to Borrower by Agent or any Bank that the specified Default is to be remedied. SECTION 7.4. REPRESENTATIONS AND WARRANTIES. If any representation, warranty or statement made in or pursuant to this Agreement or any Related Writing or any other material information furnished by any Company or any Obligor to the Banks or any thereof or any other holder of any Note, shall be false or erroneous. SECTION 7.5. CROSS DEFAULT. If any Company or Obligor shall default in the payment of principal, interest or fees due and owing upon any other obligation for borrowed money in excess of the aggregate, for all such obligations for all such Companies and Obligors, of Ten Million Dollars ($10,000,000) beyond any period of grace provided with respect thereto, or in the performance or observance of any other agreement, term or condition contained in any agreement under which such obligation is created beyond any period of grace provided with respect thereto, if the effect of such default is to allow the acceleration of the maturity of such Indebtedness or to permit the holder thereof to cause such Indebtedness to become due prior to its stated maturity. SECTION 7.6. ERISA DEFAULT. The occurrence of one or more ERISA Events that (a) the Required Banks determine could have a Material Adverse Effect, or (b) results in a Lien on any of the assets of any Company in excess of Five Hundred Thousand Dollars ($500,000). SECTION 7.7. CHANGE IN CONTROL. If any Change in Control shall occur. SECTION 7.8. MONEY JUDGMENT. A final judgment or order for the payment of money shall be rendered against any Company or Obligor by a court of competent jurisdiction, that remains unpaid or unstayed and undischarged for a period (during which execution shall not be effectively stayed) of thirty (30) days after the date on which the right to appeal has expired, provided that the aggregate of all such judgments for all such Companies and Obligors shall exceed Ten Million Dollars ($10,000,000). SECTION 7.9. VALIDITY OF LOAN DOCUMENTS. (a) Any material provision, in the reasonable opinion of Agent, of any Loan Document shall at any time for any reason cease to be valid and binding and enforceable against Borrower or any Company; (b) the validity, binding effect or enforceability of any Loan Document against Borrower or any Company shall be contested by such Company or any other Obligor; (c) Borrower or any Guarantor of Payment shall deny that it has any or further liability or obligation thereunder; or (d) any Loan Document shall be terminated, invalidated or set aside, or be declared ineffective or inoperative or in any way cease to give or provide to Agent and the Banks the benefits purported to be created thereby. SECTION 7.10. SOLVENCY. If Borrower, any Domestic Subsidiary with assets over One Million Dollars ($1,000,000), any Foreign Subsidiary with assets over Five Million Dollars ($5,000,000) or any Obligor shall (a) except as permitted pursuant to Section 5.12 hereof, discontinue business, (b) generally not pay its debts as such debts become due, (c) make a general assignment for the benefit of creditors, (d) apply for or consent to the appointment of a receiver, a custodian, a trustee, an interim trustee or liquidator of all or a substantial part of its 47 53 assets, (e) be adjudicated a debtor or have entered against it an order for relief under Title 11 of the United States Code, as the same may be amended from time to time, (f) file a voluntary petition in bankruptcy, or have an involuntary proceeding filed against it and the same shall continue undismissed for a period of thirty (30) days from commencement of such proceeding or case, or file a petition or an answer seeking reorganization or an arrangement with creditors or seeking to take advantage of any other law (whether federal or state (or the foreign equivalent)) relating to relief of debtors, or admit (by answer, by default or otherwise) the material allegations of a petition filed against it in any bankruptcy, reorganization, insolvency or other proceeding (whether federal or state (or the foreign equivalent)) relating to relief of debtors, (g) suffer or permit to continue unstayed and in effect for thirty (30) consecutive days any judgment, decree or order entered by a court of competent jurisdiction, that approves a petition seeking its reorganization or appoints a receiver, custodian, trustee, interim trustee or liquidator of all or a substantial part of its assets, or (h) take, or omit to take, any action in order thereby to effect any of the foregoing. ARTICLE VIII. REMEDIES UPON DEFAULT Notwithstanding any contrary provision or inference herein or elsewhere, SECTION 8.1. OPTIONAL DEFAULTS. If any Event of Default referred to in Section 7.1, 7.2., 7.3, 7.4, 7.5, 7.6, 7.7, 7.8 or 7.9 hereof shall occur, Agent may, with the consent of the Required Banks, and shall, at the request of the Required Banks, give written notice to Borrower, to: (a) terminate the Commitment and the credits hereby established, if not previously terminated, and, immediately upon such election, the obligations of the Banks, and each thereof, to make any further Loan and the obligation of Agent to make any Swing Loan hereunder immediately shall be terminated, and/or (b) accelerate the maturity of all of the Debt (if the Debt is not already due and payable), whereupon all of the Debt shall become and thereafter be immediately due and payable in full without any presentment or demand and without any further or other notice of any kind, all of which are hereby waived by Borrower. SECTION 8.2. AUTOMATIC DEFAULTS. If any Event of Default referred to in Section 7.10 hereof shall occur: (a) all of the Commitment and the credits hereby established shall automatically and immediately terminate, if not previously terminated, and no Bank thereafter shall be under any obligation to grant any further Loan, nor shall Agent be obligated to make any Swing Loan hereunder, and (b) the principal, interest and any other amounts then outstanding on all of the Notes, and all of the other Debt, shall thereupon become and thereafter be immediately due and payable in full (if the Debt is not already due and payable), all without any presentment, demand or notice of any kind, which are hereby waived by Borrower. 48 54 SECTION 8.3. OFFSETS. If there shall occur or exist any Event of Default referred to in Section 7.10 hereof or if the maturity of the Notes is accelerated pursuant to Section 8.1 or 8.2 hereof, each Bank shall have the right at any time to set off against, and to appropriate and apply toward the payment of, any and all Debt then owing by Borrower to that Bank (including, without limitation, any participation purchased or to be purchased pursuant to subpart 2 of Section 2.1A or 8.4 hereof), whether or not the same shall then have matured, any and all deposit balances and all other indebtedness then held or owing by that Bank to or for the credit or account of Borrower or any Guarantor of Payment, all without notice to or demand upon Borrower or any other Person, all such notices and demands being hereby expressly waived by Borrower. SECTION 8.4. EQUALIZATION PROVISION. Each Bank agrees with the other Banks that if it, at any time, shall obtain any Advantage over the other Banks or any thereof in respect of the Debt (except as to Swing Loans and except under Article III hereof), it shall purchase from the other Banks, for cash and at par, such additional participation in the Debt as shall be necessary to nullify the Advantage. If any such Advantage resulting in the purchase of an additional participation as aforesaid shall be recovered in whole or in part from the Bank receiving the Advantage, each such purchase shall be rescinded, and the purchase price restored (but without interest unless the Bank receiving the Advantage is required to pay interest on the Advantage to the Person recovering the Advantage from such Bank) ratably to the extent of the recovery. Each Bank further agrees with the other Banks that if it at any time shall receive any payment for or on behalf of Borrower on any indebtedness owing by Borrower to that Bank by reason of offset of any deposit or other indebtedness, it will apply such payment first to any and all Debt owing by Borrower to that Bank (including, without limitation, any participation purchased or to be purchased pursuant to this Section or any other Section of this Agreement). Borrower agrees that any Bank so purchasing a participation from the other Banks or any thereof pursuant to this Section may exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Bank was a direct creditor of Borrower in the amount of such participation. ARTICLE IX. THE AGENT The Banks authorize KeyBank National Association and KeyBank National Association hereby agrees to act as agent for the Banks in respect of this Agreement upon the terms and conditions set forth elsewhere in this Agreement, and upon the following terms and conditions: SECTION 9.1. APPOINTMENT AND AUTHORIZATION. Each Bank hereby irrevocably appoints and authorizes Agent to take such action as agent on its behalf and to exercise such powers hereunder as are delegated to Agent by the terms hereof, together with such powers as are reasonably incidental thereto. Neither Agent nor any of its affiliates, directors, officers, attorneys or employees shall be liable for any action taken or omitted to be taken by it or them hereunder or in connection herewith, except for its or their own gross negligence or willful misconduct. SECTION 9.2. NOTE HOLDERS. Agent may treat the payee of any Note as the holder thereof until written notice of transfer shall have been filed with it, signed by such payee and in form satisfactory to Agent. 49 55 SECTION 9.3. CONSULTATION WITH COUNSEL. Agent may consult with legal counsel selected by it and shall not be liable for any action taken or suffered in good faith by it in accordance with the opinion of such counsel. SECTION 9.4. DOCUMENTS. Agent shall not be under any duty to examine into or pass upon the validity, effectiveness, genuineness or value of any Loan Documents or any other Related Writing furnished pursuant hereto or in connection herewith or the value of any collateral obtained hereunder, and Agent shall be entitled to assume that the same are valid, effective and genuine and what they purport to be. SECTION 9.5. AGENT AND AFFILIATES. With respect to the Loans, Agent, each Co-Documentation Agent and the Syndication Agent shall have the same rights and powers hereunder as any other Bank and may exercise the same as though it were not Agent, Co-Documentation Agent or Syndication Agent, as the case may be, and Agent, each Co-Documentation Agent and the Syndication Agent and their respective affiliates may accept deposits from, lend money to and generally engage in any kind of business with any Company or any affiliate thereof. SECTION 9.6. KNOWLEDGE OF DEFAULT. It is expressly understood and agreed that Agent shall be entitled to assume that no Default or Event of Default has occurred, unless Agent has been notified by a Bank in writing that such Bank believes that a Default or Event of Default has occurred and is continuing and specifying the nature thereof or has been notified by Borrower pursuant to Section 5.14 hereof. SECTION 9.7. ACTION BY AGENT. Subject to the other terms and conditions hereof, so long as Agent shall be entitled, pursuant to Section 9.6 hereof, to assume that no Default or Event of Default shall have occurred and be continuing, Agent shall be entitled to use its discretion with respect to exercising or refraining from exercising any rights that may be vested in it by, or with respect to taking or refraining from taking any action or actions that it may be able to take under or in respect of, this Agreement. Agent shall incur no liability under or in respect of this Agreement by acting upon any notice, certificate, warranty or other paper or instrument believed by it to be genuine or authentic or to be signed by the proper party or parties, or with respect to anything that it may do or refrain from doing in the reasonable exercise of its judgment, or that may seem to it to be necessary or desirable in the premises. SECTION 9.8. NOTICES, DEFAULT, ETC. In the event that Agent shall have acquired actual knowledge of any Default or Event of Default, Agent shall promptly notify the Banks and shall take such action and assert such rights under this Agreement as the Required Banks shall direct and Agent shall promptly inform the other Banks in writing of the action taken. Subject to the other terms and conditions hereof, Agent may take such action and assert such rights as it deems to be advisable, in its discretion, for the protection of the interests of the holders of the Notes. SECTION 9.9. INDEMNIFICATION OF AGENT. The Banks agree to indemnify Agent, Co-Documentation Agents and the Syndication Agent (to the extent not reimbursed by Borrower) ratably, according to their respective Commitment Percentages, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, 50 56 expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by or asserted against Agent, Co-Documentation Agents and the Syndication Agent in their respective agency capacities in any way relating to or arising out of this Agreement or any Loan Document or any action taken or omitted by any of them with respect to this Agreement or any Loan Document, provided that no Bank shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys' fees) or disbursements resulting from their respective gross negligence, willful misconduct or from any action taken or omitted by any of them in any capacity other than as agent under this Agreement. SECTION 9.10. SUCCESSOR AGENT. Agent may resign as agent hereunder by giving not fewer than thirty (30) days prior written notice to Borrower and the Banks. If Agent shall resign under this Agreement, then either (a) the Required Banks shall appoint from among the Banks a successor agent for the Banks (with the consent of Borrower so long as an Event of Default has not occurred and which consent shall not be unreasonably withheld), or (b) if a successor agent shall not be so appointed and approved within the thirty (30) day period following Agent's notice to the Banks of its resignation, then Agent shall appoint a successor agent that shall serve as agent until such time as the Required Banks appoint a successor agent. Upon its appointment, such successor agent shall succeed to the rights, powers and duties as agent, and the term "Agent" shall mean such successor effective upon its appointment, and the former agent's rights, powers and duties as agent shall be terminated without any other or further act or deed on the part of such former agent or any of the parties to this Agreement. SECTION 9.11. CO-DOCUMENTATION AGENTS AND SYNDICATION AGENT. Neither of the Co-Documentation Agents nor the Syndication Agent shall have any duties or responsibilities hereunder in its capacity as such. ARTICLE X. MISCELLANEOUS SECTION 10.1. BANKS' INDEPENDENT INVESTIGATION. Each Bank, by its signature to this Agreement, acknowledges and agrees that Agent has made no representation or warranty, express or implied, with respect to the creditworthiness, financial condition, or any other condition of any Company or with respect to the statements contained in any information memorandum furnished in connection herewith or in any other oral or written communication between Agent and such Bank. Each Bank represents that it has made and shall continue to make its own independent investigation of the creditworthiness, financial condition and affairs of the Companies in connection with the extension of credit hereunder, and agrees that Agent has no duty or responsibility, either initially or on a continuing basis, to provide any Bank with any credit or other information with respect thereto (other than such notices as may be expressly required to be given by Agent to the Banks hereunder), whether coming into its possession before the granting of the first Loans hereunder or at any time or times thereafter. SECTION 10.2. NO WAIVER; CUMULATIVE REMEDIES. No omission or course of dealing on the part of Agent, any Bank or the holder of any Note in exercising any right, power or remedy hereunder or under any of the Loan Documents shall operate as a waiver thereof; nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy hereunder or under 51 57 any of the Loan Documents. The remedies herein provided are cumulative and in addition to any other rights, powers or privileges held by operation of law, by contract or otherwise. SECTION 10.3. AMENDMENTS; CONSENTS. No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Required Banks and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous consent of the Banks shall be required with respect to (a) any increase in the Commitment hereunder, (b) the extension of maturity of the Notes, the payment date of interest or principal thereunder, or the payment date of facility or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the Notes, or in any amount of principal or interest due on any Note, or the payment of facility or other fees hereunder or any change in the manner of pro rata application of any payments made by Borrower to the Banks hereunder, (d) any change in any percentage voting requirement, voting rights, or the Required Banks definition in this Agreement, (e) the release of any Guarantor of Payment, if any, except in connection with a transaction permitted pursuant to Section 5.12 hereof, or (f) any amendment to this Section 10.3 or Section 8.4 hereof. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Agent to all Banks. Each Bank or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto. In addition, Section 10.11 hereof may not be amended without the prior written consent of any Designating Bank, as defined in Section 10.11 hereof, affected thereby. SECTION 10.4. NOTICES. All notices, requests, demands and other communications provided for hereunder shall be in writing and, if to Borrower, mailed or delivered to it, addressed to it at the address specified on the signature pages of this Agreement, if to a Bank, mailed or delivered to it, addressed to the address of such Bank specified on the signature pages of this Agreement, or, as to each party, at such other address as shall be designated by such party in a written notice to each of the other parties. All notices, statements, requests, demands and other communications provided for hereunder shall be given by overnight delivery or first class mail with postage prepaid by registered or certified mail, addressed as aforesaid, or sent by facsimile with telephonic confirmation of receipt, except that all notices hereunder shall not be effective until received. SECTION 10.5. COSTS, EXPENSES AND TAXES. Borrower agrees to pay on demand all costs and expenses of Agent, including, but not limited to, (a) syndication, administration, travel and out-of-pocket expenses, including but not limited to attorneys' fees and expenses, of Agent in connection with the preparation, negotiation and closing of the Loan Documents and the administration of the Loan Documents, the collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunder, (b) extraordinary expenses of Agent in connection with the administration of the Loan Documents and the other instruments and documents to be delivered hereunder, and (c) the reasonable fees and out-of-pocket expenses of special counsel for Agent, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto. Borrower also agrees to pay on demand all costs and expenses of Agent and the Banks, including reasonable attorneys' fees, in connection with the restructuring or enforcement of the Debt, this Agreement or any Related Writing. In addition, Borrower shall pay any and all stamp and other taxes and fees payable or 52 58 determined to be payable in connection with the execution and delivery of the Loan Documents, and the other instruments and documents to be delivered hereunder, and agrees to hold Agent and each Bank harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees. SECTION 10.6. INDEMNIFICATION. Borrower agrees to defend, indemnify and hold harmless Agent and the Banks (and their respective affiliates, officers, directors, attorneys, agents and employees) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys' fees) or disbursements of any kind or nature whatsoever that may be imposed on, incurred by or asserted against Agent or any Bank in connection with any investigative, administrative or judicial proceeding (whether or not such Bank or Agent shall be designated a party thereto) or any other claim by any Person relating to or arising out of any Loan Document or any actual or proposed use of proceeds of the Loans or any of the Debt, or any activities of any Company or any Obligor or any of their respective Affiliates; provided that no Bank nor Agent shall have the right to be indemnified under this Section for its own gross negligence or willful misconduct as determined by a court of competent jurisdiction. All obligations provided for in this Section 10.6 shall survive any termination of this Agreement. SECTION 10.7. OBLIGATIONS SEVERAL; NO FIDUCIARY OBLIGATIONS. The obligations of the Banks hereunder are several and not joint. Nothing contained in this Agreement and no action taken by Agent or the Banks pursuant hereto shall be deemed to constitute the Banks a partnership, association, joint venture or other entity. No default by any Bank hereunder shall excuse the other Banks from any obligation under this Agreement; but no Bank shall have or acquire any additional obligation of any kind by reason of such default. The relationship among Borrower and the Banks with respect to the Loan Documents and the Related Writings is and shall be solely that of debtor and creditors, respectively, and neither Agent nor any Bank shall have any fiduciary obligation toward Borrower with respect to any such documents or the transactions contemplated thereby. SECTION 10.8. EXECUTION IN COUNTERPARTS. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement. SECTION 10.9. BINDING EFFECT; BORROWER'S ASSIGNMENT. This Agreement shall become effective when it shall have been executed by Borrower, Agent and by each Bank and thereafter shall be binding upon and inure to the benefit of Borrower, Agent and each of the Banks and their respective successors and assigns, except that Borrower shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of Agent and all of the Banks. SECTION 10.10. BANK ASSIGNMENTS/PARTICIPATIONS. A. ASSIGNMENTS OF COMMITMENTS. Each Bank shall have the right at any time or times to assign to another financial institution, without recourse, all or a percentage of all of the following: (a) that Bank's Commitment, (b) all Loans made by that Bank, (c) that Bank's Notes, and (d) that Bank's interest in any participation purchased pursuant to subpart 2 of Section 2.1A 53 59 or Section 8.4 hereof; provided, however, in each such case, that the assignor and the assignee shall have complied with the following requirements: (i) PRIOR CONSENT. No assignment may be consummated pursuant to this Section 10.10 without the prior written consent of Borrower and Agent (other than an assignment by any Bank to any affiliate of such Bank which affiliate is either wholly-owned by such Bank or is wholly-owned by a Person that wholly owns, either directly or indirectly, such Bank), which consent of Borrower and Agent shall not be unreasonably withheld; provided, however, that, Borrower's consent shall not be required if, at the time of the proposed assignment, any Default or Event of Default shall then exist. Anything herein to the contrary notwithstanding, any Bank may at any time make a collateral assignment of all or any portion of its rights under the Loan Documents to a Federal Reserve Bank, and no such assignment shall release such assigning Bank from its obligations hereunder; (ii) MINIMUM AMOUNT. Each such assignment shall be in a minimum amount of the lesser of Five Million Dollars ($5,000,000) of the assignor's Commitment and interest herein or the entire amount of the assignor's Commitment and interest herein; (iii) ASSIGNMENT FEE; ASSIGNMENT AGREEMENT. Unless the assignment shall be to an affiliate of the assignor or the assignment shall be due to merger of the assignor or for regulatory purposes, either the assignor or the assignee shall remit to Agent, for its own account, an administrative fee of Three Thousand Five Hundred Dollars ($3,500). Unless the assignment shall be due to merger of the assignor or a collateral assignment for regulatory purposes, the assignor shall (A) cause the assignee to execute and deliver to Borrower and Agent an Assignment Agreement, and (B) execute and deliver, or cause the assignee to execute and deliver, as the case may be, to Agent such additional amendments, assurances and other writings as Agent may reasonably require; and (iv) NON-U.S. ASSIGNEE. If the assignment is to be made to an assignee which is organized under the laws of any jurisdiction other than the United States or any state thereof, the assignor Bank shall cause such assignee, at least five (5) Business Days prior to the effective date of such assignment, (A) to represent to the assignor Bank (for the benefit of the assignor Bank, Agent and Borrower) that under applicable law and treaties no taxes will be required to be withheld by Agent, Borrower or the assignor with respect to any payments to be made to such assignee in respect of the Loans hereunder, (B) to furnish to the assignor (and, in the case of any assignee registered in the Register (as defined below), Agent and Borrower) either (1) U.S. Internal Revenue Service Form W-8ECI or U.S. Internal Revenue Service Form W-8BEN or (2) United States Internal Revenue Service Form W-8 or W-9, as applicable (wherein such assignee claims entitlement to complete exemption from U.S. federal withholding tax on all interest payments hereunder), and (C) to agree (for the benefit of the assignor, Agent and Borrower) to provide the assignor Bank (and, in the case of any assignee registered in the Register, Agent and Borrower) a new Form W-8ECI or Form W-8BEN or Form W-8 or W-9, as applicable, upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws and regulations and amendments duly executed and completed by such assignee, and to comply from time to 54 60 time with all applicable U.S. laws and regulations with regard to such withholding tax exemption. Upon satisfaction of the requirements specified in clauses (i) through (iv) above, Borrower shall execute and deliver (A) to Agent, the assignor and the assignee, any consent or release (of all or a portion of the obligations of the assignor) required to be delivered by Borrower in connection with the Assignment Agreement, and (B) to the assignee and the assignor (if applicable), an appropriate Note or Notes. After delivery of the new Note or Notes, the assignor's Note or Notes being replaced shall be returned to Borrower marked "replaced". Upon satisfaction of the requirements of set forth in (i) through (iv), and any other condition contained in this Section 10.10A, (A) the assignee shall become and thereafter be deemed to be a "Bank" for the purposes of this Agreement, (B) in the event that the assignor's entire interest has been assigned, the assignor shall cease to be and thereafter shall no longer be deemed to be a "Bank" and (C) the signature pages hereto and SCHEDULE 1 hereto shall be automatically amended, without further action, to reflect the result of any such assignment. Agent shall maintain at its address referred to in Section 10.4 hereof a copy of each Assignment Agreement delivered to it and a register (the "Register") for the recordation of the names and addresses of the Banks and the Commitment of, and principal amount of the Loans owing to, each Bank from time to time. The entries in the Register shall be conclusive, in the absence of manifest error, and Borrower, Agent and the Banks may treat each financial institution whose name is recorded in the Register as the owner of the Loan recorded therein for all purposes of this Agreement. The Register shall be available for inspection by Borrower or any Bank at any reasonable time and from time to time upon reasonable prior notice. B. SALE OF PARTICIPATIONS. Each Bank shall have the right at any time or times, without the consent of Agent or Borrower, to sell one or more participations or sub-participations to a financial institution, as the case may be, in all or any part of (a) that Bank's Commitment, (b) that Bank's Commitment Percentage, (c) any Loan made by that Bank, (d) any Note delivered to that Bank pursuant to this Agreement, and (e) that Bank's interest in any participation, if any, purchased pursuant to subpart 2 of Section 2.1A or Section 8.4 hereof or this Section 10.10B. The provisions of Article III and Section 10.6 shall inure to the benefit of each purchaser of a participation or sub-participation and Agent shall continue to distribute payments pursuant to this Agreement as if no participation has been sold. If any Bank shall sell any participation or sub-participation, that Bank shall, as between itself and the purchaser, retain all of its rights (including, without limitation, rights to enforce against Borrower the Loan Documents and the Related Writings) and duties pursuant to the Loan Documents and the Related Writings, including, without limitation, that Bank's right to approve any waiver, consent or amendment pursuant to Section 10.3, except if and to the extent that any such waiver, consent or amendment would: (i) reduce any fee or commission allocated to the participation or sub-participation, as the case may be, 55 61 (ii) reduce the amount of any principal payment on any Loan allocated to the participation or sub-participation, as the case may be, or reduce the principal amount of any Loan so allocated or the rate of interest payable thereon, or (iii) extend the time for payment of any amount allocated to the participation or sub-participation, as the case may be. No participation or sub-participation shall operate as a delegation of any duty of the seller thereof. Under no circumstance shall any participation or sub-participation be deemed a novation in respect of all or any part of the seller's obligations pursuant to this Agreement. SECTION 10.11. DESIGNATION. (a) Notwithstanding anything in this Agreement to the contrary, any Bank (a "Designating Bank") may grant to one or more special purpose funding vehicles (each an "SPV"), identified in writing from time to time by such Designating Bank to Agent and Borrower, the option to provide to Borrower all or any part of any Loan that such Designating Bank would otherwise be obligated to make to Borrower pursuant to this Agreement; provided that (i) nothing in this Section shall constitute a commitment by any SPV to make any Loan, and (ii) if an SPV designated by a Designating Bank to make Loans elects not to exercise such option or otherwise fails to provide all or any part of such Loan, such Designating Bank shall still be obligated to make such Loan pursuant to the terms hereof. The making of a Loan by an SPV hereunder shall reduce the availability under the Commitment of the Designating Bank to the same extent, and as if, such Loan were made by such Designating Bank. (b) As to any Loans or portion thereof made by an SPV, each such SPV shall have all of the rights that a Bank making such Loans or portion thereof would have under this Agreement; provided, however, that each SPV shall have granted its Designating Bank an irrevocable power of attorney to deliver and receive all communications and notices under this Agreement and any other Loan Document and to exercise, in its reasonable discretion, on behalf of such SPV, all of such SPV's voting rights under this Agreement. No additional Note shall be required to evidence the Loans or portion thereof made by an SPV and the Designating Bank shall be deemed to hold its Note as agent for such SPV to the extent of the Loans or portion thereof funded by such SPV. In addition, any payments for the account of any SPV shall be paid to its respective Designating Bank as agent for such SPV. (c) Agent, Borrower and the Banks agree that no SPV shall be liable for an indemnity or payment under this Agreement for which a Bank would otherwise be liable and the Designating Bank shall remain liable for its Commitment Percentage of such indemnity or payment to the extent such Designating Bank would otherwise be liable. In furtherance of the foregoing, Agent, Borrower and each of the Banks hereby agree (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all of the outstanding commercial paper or other senior indebtedness of any SPV, none of Agent, Borrower or any Bank shall institute against, or join any other Person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding under the laws of the United States or any State thereof. 56 62 (d) In addition, notwithstanding anything to the contrary contained in this Section 10.11, or otherwise in this Agreement, any SPV may (i) at any time and without paying any processing fee therefor, assign (or grant a participation in) all or a portion of its interest in any Loans to its Designating Bank or to any financial institution providing liquidity and/or credit support to or for the account of such SPV to support the funding or maintenance of Loans, and (ii) disclose on a confidential basis any non-public information relating to the Loans made by such SPV to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements to such SPV. This Section 10.11 may not be amended without the prior written consent of any Designating Bank affected thereby. SECTION 10.12. SEVERABILITY OF PROVISIONS; CAPTIONS; ATTACHMENTS. 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 or affecting the validity or enforceability of such provision in any other jurisdiction. The several captions to Sections and subsections herein are inserted for convenience only and shall be ignored in interpreting the provisions of this Agreement. Each schedule or exhibit attached to this Agreement shall be incorporated herein an shall be deemed to be a part hereof. SECTION 10.13. INVESTMENT PURPOSE. Each of the Banks represents and warrants to Borrower that it is entering into this Agreement with the present intention of acquiring any Note issued pursuant hereto for investment purposes only and not for the purpose of distribution or resale, it being understood, however, that each Bank shall at all times retain full control over the disposition of its assets. SECTION 10.14. ENTIRE AGREEMENT. This Agreement, any Note and any other Loan Document or other agreement, document or instrument attached hereto or executed on or as of the Closing Date integrate all the terms and conditions mentioned herein or incidental hereto and supersede all oral representations and negotiations and prior writings with respect to the subject matter hereof. SECTION 10.15. GOVERNING LAW; SUBMISSION TO JURISDICTION. This Agreement, each of the Notes and any Related Writing shall be governed by and construed in accordance with the laws of the State of Ohio and the respective rights and obligations of Borrower and the Banks shall be governed by Ohio law, without regard to principles of conflict of laws. Borrower hereby irrevocably submits to the non-exclusive jurisdiction of any Ohio state or federal court sitting in Cleveland, Ohio, over any action or proceeding arising out of or relating to this Agreement, the Debt or any Related Writing, and Borrower hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such Ohio state or federal court. Borrower, on behalf of itself and its Subsidiaries, hereby irrevocably waives, to the fullest extent permitted by law, any objection it may now or hereafter have to the laying of venue in any action or proceeding in any such court as well as any right it may now or hereafter have to remove such action or proceeding, once commenced, to another court on the grounds of FORUM NON CONVENIENS or otherwise. Borrower agrees that a final, nonappealable judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. 57 63 SECTION 10.16. LEGAL REPRESENTATION OF PARTIES. The Loan Documents were negotiated by the parties with the benefit of legal representation and any rule of construction or interpretation otherwise requiring this Agreement or any other Loan Document to be construed or interpreted against any party shall not apply to any construction or interpretation hereof or thereof. SECTION 10.17. JUDGMENT CURRENCY. If Agent, on behalf of the Banks, obtains a judgment or judgments against Borrower in an Alternate Currency, the obligations of Borrower in respect of any sum adjudged to be due to Agent or the Banks hereunder or under the Notes (the "Judgment Amount") shall be discharged only to the extent that, on the Business Day following receipt by Agent of the Judgment Amount in the Alternate Currency, Agent, in accordance with normal banking procedures, purchases Dollars with the Judgment Amount in such Alternate Currency. If the amount of Dollars so purchased is less than the amount of Dollars that could have been purchased with the Judgment Amount on the date or dates the Judgment Amount (excluding the portion of the Judgment Amount which has accrued as a result of the failure of Borrower to pay the sum originally due hereunder or under the Notes when it was originally due hereunder or under the Notes) was originally due and owing to Agent or the Banks hereunder or under the Notes (the "Original Due Date") (the "Loss"), Borrower agrees as a separate obligation and notwithstanding any such judgment, to indemnify Agent or such Bank, as the case may be, against the Loss, and if the amount of Dollars so purchased exceeds the amount of Dollars that could have been purchased with the Judgment Amount on the Original Due Date, Agent or such Bank agrees to remit such excess to Borrower. [Remainder of page intentionally left blank] 58 64 SECTION 10.18. JURY TRIAL WAIVER. BORROWER, AGENT AND EACH OF THE BANKS WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT AND THE BANKS, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. Address: 28601 Clemens Road NORDSON CORPORATION Westlake, Ohio 44145 Attention: Vice President-Finance By: ------------------------------- Name: ----------------------------- Title: ----------------------------- Address: Key Tower KEYBANK NATIONAL ASSOCIATION, 127 Public Square as Agent and as a Bank Cleveland, Ohio 44114-1306 Attention: Large Corporate By: Banking Division ------------------------------- Marianne T. Meil, Vice President Address: WACHOVIA BANK, N.A. -------------------------------- -------------------------------- Attention: By: ----------------- ------------------------------- Name: ------------------------------ Title: ----------------------------- Address: CREDIT LYONNAIS CHICAGO -------------------------------- BRANCH -------------------------------- Attention: ---------------- By: ------------------------------- Name: ------------------------------ Title: ----------------------------- Address: THE BANK OF NOVA SCOTIA -------------------------------- -------------------------------- Attention: By: ----------------- ------------------------------- Name: ------------------------------ Address: NATIONAL CITY BANK -------------------------------- -------------------------------- Attention: By: ----------------- ------------------------------- Name: ------------------------------ Title: ----------------------------- 59 65 Address: THE BANK OF NEW YORK -------------------------------- -------------------------------- Attention: By: ----------------- ------------------------------- Name: ------------------------------ Title: ----------------------------- Address: THE BANK OF TOKYO-MITSUBISHI, -------------------------------- LTD. CHICAGO BRANCH -------------------------------- Attention: By: ----------------- ------------------------------- Name: ------------------------------ Title: ----------------------------- Address: BAYERISCHE HYPO- UND -------------------------------- VEREINSBANK AG, NEW YORK BRANCH -------------------------------- Attention: ---------------- By: ------------------------------- Name: ------------------------------ Title: ----------------------------- and ------------------------------- Name: ------------------------------ Title: ----------------------------- Address: THE CHASE MANHATTAN BANK -------------------------------- -------------------------------- Attention: By: ----------------- ------------------------------- Name: ------------------------------ Title: ----------------------------- Address: THE HUNTINGTON NATIONAL BANK -------------------------------- -------------------------------- Attention: By: ----------------- ------------------------------- Name: ------------------------------ Title: ----------------------------- Address: PNC BANK, NATIONAL ASSOCIATION -------------------------------- -------------------------------- Attention: By: ----------------- ------------------------------- Name: ------------------------------ Title: ----------------------------- Address: THE FIFTH THIRD BANK -------------------------------- (NORTHEASTERN OHIO) -------------------------------- Attention: ----------------- By: ------------------------------- Name: ------------------------------ Title: ----------------------------- 60 66 Address: THE NORTHERN TRUST COMPANY -------------------------------- -------------------------------- Attention: By: ----------------- ------------------------------- Name: ------------------------------ Title: ----------------------------- 61 67 SCHEDULE 1 BANKS AND COMMITMENTS ---------------------

- ----------------------------------------------------------------------------------------------------------------------------------- COMMITMENT TRANCHE A TRANCHE B BANKING INSTITUTION PERCENTAGE COMMITMENT AMOUNT COMMITMENT AMOUNT MAXIMUM AMOUNT - ----------------------------------------------------------------------------------------------------------------------------------- KeyBank National Association 14.285714285% $35,714,285.70 $14,285,714.30 $50,000,000.00 - ----------------------------------------------------------------------------------------------------------------------------------- Wachovia Bank, N.A. 11.428571428% $28,571,428.57 $11,428,571.43 $40,000,000.00 - ----------------------------------------------------------------------------------------------------------------------------------- Credit Lyonnais Chicago Branch 8.571428571% $21,428,571.43 $8,571,428.57 $30,000,000.00 - ----------------------------------------------------------------------------------------------------------------------------------- The Bank of Nova Scotia 8.571428571% $21,428,571.43 $8,571,428.57 $30,000,000.00 - ----------------------------------------------------------------------------------------------------------------------------------- National City Bank 7.142857142% $17,857,142.86 $7,142,857.14 $25,000,000.00 - ----------------------------------------------------------------------------------------------------------------------------------- The Bank of New York 7.142857142% $17,857,142.86 $7,142,857.14 $25,000,000.00 - ----------------------------------------------------------------------------------------------------------------------------------- The Bank of Tokyo-Mitsubishi, Ltd. Chicago 7.142857142% $17,857,142.86 $7,142,857.14 $25,000,000.00 Branch - ----------------------------------------------------------------------------------------------------------------------------------- Bayerische Hypo- und Vereinsbank AG, New York 7.142857142% $17,857,142.86 $7,142,857.14 $25,000,000.00 Branch - ----------------------------------------------------------------------------------------------------------------------------------- The Chase Manhattan Bank 7.142857142% $17,857,142.86 $7,142,857.14 $25,000,000.00 - ----------------------------------------------------------------------------------------------------------------------------------- The Huntington National Bank 7.142857142% $17,857,142.86 $7,142,857.14 $25,000,000.00 - ----------------------------------------------------------------------------------------------------------------------------------- PNC Bank, National Association 7.142857142% $17,857,142.86 $7,142,857.14 $25,000,000.00 - ----------------------------------------------------------------------------------------------------------------------------------- The Fifth Third Bank (Northeastern Ohio) 4.285714285% $10,714,285.71 $4,285,714.29 $15,000,000.00 - ----------------------------------------------------------------------------------------------------------------------------------- The Northern Trust Company 2.857142857% $7,142,857.14 $2,857,142.86 $10,000,000.00 - ----------------------------------------------------------------------------------------------------------------------------------- 100.00% $250,000,000.00 $100,000,000.00 - ----------------------------------------------------------------------------------------------------------------------------------- Total Commitment Amount: $350,000,000.00 - -----------------------------------------------------------------------------------------------------------------------------------

62 68 EXHIBIT A TRANCHE A NOTE $ Cleveland, Ohio ----------------- May 17, 2001 FOR VALUE RECEIVED, the undersigned, NORDSON CORPORATION ("Borrower") promises to pay on the last day of the applicable Commitment Period, as defined in the Credit Agreement (as hereinafter defined), to the order of _________ ("Bank") at the Main Office of KEYBANK NATIONAL ASSOCIATION, as Agent, 127 Public Square, Cleveland, Ohio 44114-1306 the principal sum of ------------..........................................................DOLLARS or the aggregate unpaid principal amount of all Tranche A Loans, as defined in the Credit Agreement, made by Bank to Borrower pursuant to Section 2.1A of the Credit Agreement, whichever is less, in lawful money of the United States of America, provided, that Alternate Currency Loans, as defined in the Credit Agreement, shall be payable in the applicable Alternate Currency, as defined in the Credit Agreement. In addition, Borrower shall pay any additional amount that is required to be paid pursuant to Section 10.17 of the Credit Agreement. As used herein, "Credit Agreement" means the Credit Agreement dated as of May 17, 2001, among Borrower, the banks named therein (including in their respective special agency capacities) and KeyBank National Association, as Agent, as the same may from time to time be amended, restated or otherwise modified. Capitalized terms used herein shall have the meanings ascribed to them in the Credit Agreement. Borrower also promises to pay interest on the unpaid principal amount of each Tranche A Loan from time to time outstanding, from the date of such Tranche A Loan until the payment in full thereof, at the rates per annum that shall be determined in accordance with the provisions of Section 2.1A of the Credit Agreement. Such interest shall be payable on each date provided for in such Section 2.1A; provided, however, that interest on any principal portion that is not paid when due shall be payable on demand. The portions of the principal sum hereof from time to time representing Base Rate Loans and Fixed Rate Loans, and payments of principal of any thereof, shall be shown on the records of Bank by such method as Bank may generally employ; provided, however, that failure to make any such entry shall in no way detract from Borrower's obligations under this Note. If this Note shall not be paid at maturity, whether such maturity occurs by reason of lapse of time or by operation of any provision for acceleration of maturity contained in the Credit Agreement, the principal hereof and the unpaid interest thereon shall bear interest, until paid, at a rate per annum equal to the Default Rate. All payments of principal of and interest on this Note shall be made in immediately available funds. This Note is one of the Tranche A Notes referred to in the Credit Agreement. Reference is made to the Credit Agreement for a description of the right of the undersigned to anticipate 63 69 payments hereof, the right of the holder hereof to declare this Note due prior to its stated maturity, and other terms and conditions upon which this Note is issued. Except as expressly provided in the Credit Agreement, Borrower expressly waives presentment, demand, protest and notice of any kind. JURY TRIAL WAIVER. BORROWER, AGENT AND EACH OF THE BANKS WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT AND THE BANKS, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS NOTE OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. NORDSON CORPORATION By:__________________________ Name:________________________ Title:_________________________ 64 70 EXHIBIT B TRANCHE B NOTE $ Cleveland, Ohio ----------------- May 17, 2001 FOR VALUE RECEIVED, the undersigned, NORDSON CORPORATION ("Borrower") promises to pay on the last day of the applicable Commitment Period, as defined in the Credit Agreement (as hereinafter defined), to the order of _________ ("Bank") at the Main Office of KEYBANK NATIONAL ASSOCIATION, as Agent, 127 Public Square, Cleveland, Ohio 44114-1306 the principal sum of ------------..........................................................DOLLARS or the aggregate unpaid principal amount of all Tranche B Loans, as defined in the Credit Agreement, made by Bank to Borrower pursuant to Section 2.1B of the Credit Agreement, whichever is less, in lawful money of the United States of America, or, with respect to Tranche B Loans that have been converted to a Term Loan, as defined in the Credit Agreement, payable in accordance with the terms of Section 2.1B of the Credit Agreement; provided, that Alternate Currency Loans, as defined in the Credit Agreement, shall be payable in the applicable Alternate Currency, as defined in the Credit Agreement. In addition, Borrower shall pay any additional amount that is required to be paid pursuant to Section 10.17 of the Credit Agreement. As used herein, "Credit Agreement" means the Credit Agreement dated as of May 17, 2001, among Borrower, the banks named therein (including in their respective special agency capacities) and KeyBank National Association, as Agent, as the same may from time to time be amended, restated or otherwise modified. Capitalized terms used herein shall have the meanings ascribed to them in the Credit Agreement. Borrower also promises to pay interest on the unpaid principal amount of each Tranche B Loan from time to time outstanding, from the date of such Tranche B Loan until the payment in full thereof, at the rates per annum that shall be determined in accordance with the provisions of Section 2.1B of the Credit Agreement. Such interest shall be payable on each date provided for in such Section 2.1B; provided, however, that interest on any principal portion that is not paid when due shall be payable on demand. The portions of the principal sum hereof from time to time representing Base Rate Loans and Fixed Rate Loans, and payments of principal of any thereof, shall be shown on the records of Bank by such method as Bank may generally employ; provided, however, that failure to make any such entry shall in no way detract from Borrower's obligations under this Note. If this Note shall not be paid at maturity, whether such maturity occurs by reason of lapse of time or by operation of any provision for acceleration of maturity contained in the Credit Agreement, the principal hereof and the unpaid interest thereon shall bear interest, until paid, at a rate per annum equal to the Default Rate. All payments of principal of and interest on this Note shall be made in immediately available funds. 65 71 This Note is one of the Tranche B Notes referred to in the Credit Agreement. Reference is made to the Credit Agreement for a description of the right of the undersigned to anticipate payments hereof, the right of the holder hereof to declare this Note due prior to its stated maturity, and other terms and conditions upon which this Note is issued. Except as expressly provided in the Credit Agreement, Borrower expressly waives presentment, demand, protest and notice of any kind. JURY TRIAL WAIVER. BORROWER, AGENT AND EACH OF THE BANKS WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT AND THE BANKS, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS NOTE OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. NORDSON CORPORATION By:__________________________ Name:________________________ Title:_______________________ 66 72 EXHIBIT C SWING LINE NOTE $15,000,000 Cleveland, Ohio May 17, 2001 FOR VALUE RECEIVED, the undersigned, NORDSON CORPORATION, an Ohio corporation ("Borrower"), promises to pay to the order of KEYBANK NATIONAL ASSOCIATION ("Bank") at the Main Office of KEYBANK NATIONAL ASSOCIATION, Agent, 127 Public Square, Cleveland, Ohio 44114-1306 the principal sum of FIFTEEN MILLION..............................................AND 00/100 DOLLARS or, if less, the aggregate unpaid principal amount of all Swing Loans, as defined in the Credit Agreement (as hereinafter defined) made by Bank to Borrower pursuant to subpart 2 of Section 2.1A of the Credit Agreement, in lawful money of the United States of America on the earlier of the last day of the applicable Commitment Period, as defined in the Credit Agreement, or, with respect to each Swing Loan, the Swing Loan Maturity Date applicable thereto. As used herein, "Credit Agreement" means the Credit Agreement dated as of May 17, 2001, among Borrower, the banks named therein (including in their respective special agency capacities) and KeyBank National Association, as Agent, as the same may from time to time be amended, restated or otherwise modified. Capitalized terms used herein shall have the meanings ascribed to them in the Credit Agreement. Borrower also promises to pay interest on the unpaid principal amount of each Swing Loan from time to time outstanding, from the date of such Swing Loan until the payment in full thereof, at the rates per annum which shall be determined in accordance with the provisions of subpart 2 of Section 2.1A of the Credit Agreement. Such interest shall be payable on each date provided for in such subpart 2 of such Section 2.1A; provided, however, that interest on any principal portion which is not paid when due shall be payable on demand. The principal sum hereof from time to time and the payments of principal and interest thereon of either hereof, shall be shown on the records of Bank by such method as Bank may generally employ; provided, however, that failure to make any such entry shall in no way detract from Borrower's obligations under this Note. If this Note shall not be paid at maturity, whether such maturity occurs by reason of lapse of time or by operation of any provision for acceleration of maturity contained in the Credit Agreement, the principal hereof and the unpaid interest thereon shall bear interest, until paid, at a rate per annum equal to the Default Rate. All payments of principal of and interest on this Note shall be made in immediately available funds. This Note is the Swing Line Note referred to in the Credit Agreement. Reference is made to the Credit Agreement for a description of the right of the undersigned to anticipate payments hereof, the right of the holder hereof to declare this Note due prior to its stated maturity, and other terms and conditions upon which this Note is issued. 67 73 Except as expressly provided in the Credit Agreement, Borrower expressly waives presentment, demand, protest and notice of any kind. JURY TRIAL WAIVER. BORROWER, AGENT AND EACH OF THE BANKS WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT AND THE BANKS, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS NOTE OR ANY OTHER NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. NORDSON CORPORATION By:__________________________ Name:________________________ Title:_________________________ 68 74 EXHIBIT D NOTICE OF LOAN [Date]_________________, 20____ KeyBank National Association, as Agent 127 Public Square Cleveland, Ohio 44114-0616 Attention: ------------------------- Ladies and Gentlemen: The undersigned, NORDSON CORPORATION, refers to the Credit Agreement, dated as of May 17, 2001 ("Credit Agreement", the terms defined therein being used herein as therein defined), among the undersigned, the Banks (including in their respective special agency capacities), as defined in the Credit Agreement, and KeyBank National Association, as Agent, and hereby gives you notice, pursuant to Section 2.2 of the Credit Agreement that the undersigned hereby requests a Loan under the Credit Agreement, and in connection therewith sets forth below the information relating to the Loan (the "Proposed Loan") as required by Section 2.2 of the Credit Agreement: (a) The Business Day of the Proposed Loan is __________, 20__. (b) The amount of the Proposed Loan is $_______________. (c) The Proposed Loan is to be a Base Rate Loan ____ /Eurodollar Loan ___/Alternate Currency Loan ____/Swing Loan_____ (Check one.) (d) If the Proposed Loan is an Alternate Currency Loan, the Alternate Currency requested is ___________. (e) If the Proposed Loan is a Fixed Rate Loan, the Interest Period requested is one month ___, two months ___, three months ___, six months ____. (Check one.) The undersigned hereby certifies that the following statements are true on the date hereof, and will be true on the date of the Proposed Loan: (i) the representations and warranties contained in each Loan Document are correct, before and after giving effect to the Proposed Loan and the application of the proceeds therefrom, as though made on and as of such date; (ii) no event has occurred and is continuing, or would result from such Proposed Loan, or the application of proceeds therefrom, that constitutes a Default or Event of Default; and 69 75 (iii) the conditions set forth in Section 2.2 and Article IV of the Credit Agreement have been satisfied. Very truly yours, NORDSON CORPORATION By:___________________________ Name:_________________________ Title:__________________________ 70 76 EXHIBIT E COMPLIANCE CERTIFICATE For Fiscal Quarter ended ____________________ THE UNDERSIGNED HEREBY CERTIFIES THAT: (1) I am the duly elected [Vice President-Finance][Chief Financial Officer] of NORDSON CORPORATION, an Ohio corporation ("Borrower"); (2) I am familiar with the terms of that certain Credit Agreement, dated as of May 17, 2001, among the undersigned, the Banks (including in their respective special agency capacities), as defined in the Credit Agreement, and KeyBank National Association, as Agent (as the same may from time to time be amended, restated or otherwise modified, the "Credit Agreement", the terms defined therein being used herein as therein defined), and the terms of the other Loan Documents, and I have made, or have caused to be made under my supervision, a review in reasonable detail of the transactions and condition of Borrower and its Subsidiaries during the accounting period covered by the attached financial statements; (3) The review described in paragraph (2) above did not disclose, and I have no knowledge of, the existence of any condition or event that constitutes or constituted a Default or Event of Default, at the end of the accounting period covered by the attached financial statements or as of the date of this Certificate; (4) The representations and warranties made by Borrower contained in each Loan Document are true and correct as though made on and as of the date hereof; and (5) Set forth on Attachment I hereto are calculations of the financial covenants set forth in Section 5.7 of the Credit Agreement, which calculations show compliance with the terms thereof, the calculation of the Capitalization Ratio and of Consolidated Tangible Assets. (6) The aggregate amount of Share Repurchases made pursuant to Section 5.19(b)(iii) of the Credit Agreement since the Closing Date is $_____________________. IN WITNESS WHEREOF, I have signed this certificate the ___ day of _________, 20___. NORDSON CORPORATION By:___________________________ Name:_________________________ Title:__________________________ 71 77 EXHIBIT F REQUEST FOR CONVERSION [Date]__________________, _____ KeyBank National Association, as Agent 127 Public Square Cleveland, Ohio 44114 Attention: _______________ Ladies and Gentlemen: The undersigned, NORDSON CORPORATION, an Ohio corporation, refers to the Credit Agreement, dated as of May 17, 2001 (as the same may from time to time be amended, restated or otherwise modified, the "Credit Agreement", the terms defined therein being used herein as therein defined), among the undersigned, the Banks (including in their respective special agency capacities), as defined in the Credit Agreement, and KeyBank National Association, as Agent, and hereby gives Agent and the Banks notice, pursuant to Section 2.1B of the Credit Agreement that the undersigned hereby requests the conversion of the outstanding Tranche B Loans into a Term Loan (the "Conversion") under the Credit Agreement, and in connection with the Conversion, sets forth below the information relating to the Conversion as required by Section 2.1B of the Credit Agreement. The undersigned hereby requests the Banks to: (a) Convert the current outstanding Tranche B Loans in the aggregate principal amount of $____________, to a Term Loan in a principal amount equal to the outstanding aggregate principal balance of such Tranche B Loans. (b) The Term Loan is to be a Base Rate Loan ($_________) and/or Eurodollar Loan ($__________). (c) If the Term Loan is a Eurodollar Loan, the Interest Period requested is one month ___, two months ___, three months ___, six months ___ (Check one.) The undersigned hereby certifies that the following statements are true on the date hereof, and will be true on the date of the Conversion: (i) the representations and warranties contained in each Loan Document are correct, before and after giving effect to the Conversion and the application of the proceeds therefrom, as though made on and as of such date; (ii) no event has occurred or would result from such Conversion, or the application of proceeds therefrom, which constitutes a Default or Event of Default; and 72 78 (iii) the conditions set forth in Section 2.2 and Article IV of the Credit Agreement have been satisfied. Very truly yours, NORDSON CORPORATION By:___________________________ Name:_________________________ Title:________________________ 73 79 EXHIBIT G FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT This Assignment and Acceptance Agreement (this "Assignment Agreement") between ______________________ (the "Assignor") and ______________________ (the "Assignee") is dated as of ________, 20_. The parties hereto agree as follows: 1. PRELIMINARY STATEMENT. Assignor is a party to a Credit Agreement, dated as of May 17, 2001 (which, as it may from time to time be amended, restated or otherwise modified is herein called the "Credit Agreement"), among NORDSON CORPORATION, an Ohio corporation ("Borrower"), the banking institutions named on SCHEDULE 1 thereto (including in their respective special agency capacities) (collectively, "Banks" and, individually, "Bank"), and KEYBANK NATIONAL ASSOCIATION, as agent for the Banks ("Agent"). Capitalized terms used herein and not otherwise defined herein shall have the meanings attributed to them in the Credit Agreement. 2. ASSIGNMENT AND ASSUMPTION. Assignor hereby sells and assigns to Assignee, and Assignee hereby purchases and assumes from Assignor, an interest in and to Assignor's rights and obligations under the Credit Agreement, effective as of the Assignment Effective Date (as hereinafter defined), equal to the percentage interest specified on ANNEX 1 hereto (hereinafter, "Assignee's Percentage") of Assignor's right, title and interest in and to (a) the Commitment of Assignor as set forth on ANNEX 1 (hereinafter, "Assigned Amount"), (b) any Loan made by Assignor which is outstanding on the Assignment Effective Date, (c) any Note delivered to Assignor pursuant to the Credit Agreement, and (d) the Credit Agreement and the other Related Writings. After giving effect to such sale and assignment and on and after the Assignment Effective Date, Assignee shall be deemed to have a "Commitment Percentage" under the Credit Agreement equal to the Commitment Percentage set forth in subparts I.C on ANNEX 1 hereto. 3. ASSIGNMENT EFFECTIVE DATE. The Assignment Effective Date (the "Assignment Effective Date") shall be two (2) Business Days (or such other time agreed to by Agent) after the following conditions precedent have been satisfied: (a) receipt by Agent of this Assignment Agreement, including ANNEX 1 hereto, properly executed by Assignor and Assignee and accepted and consented to by Agent and, if necessary pursuant to the provisions of Section 10.10(A)(i) of the Credit Agreement, by Borrower; (b) receipt by Agent from Assignor of a fee of Three Thousand Five Hundred Dollars ($3,500), in accordance with Section 10.10A of the Credit Agreement; (c) receipt by Agent from Assignee of an administrative questionnaire, or other similar document, which shall include (i) the address for notices under the Credit Agreement, (ii) the address of its Lending Office, (iii) wire transfer instructions for delivery of funds by Agent, (iv) and such other information as Agent shall request; and 74 80 (d) receipt by Agent from Assignor or Assignee of any other information required pursuant to Section 10.10 of the Credit Agreement or otherwise necessary to complete the transaction contemplated hereby. 4. PAYMENT OBLIGATIONS. In consideration for the sale and assignment of Loans hereunder, Assignee shall pay Assignor, on the Assignment Effective Date, an amount in Dollars equal to Assignee's Percentage. Any interest, fees and other payments accrued prior to the Assignment Effective Date with respect to the Assigned Amount shall be for the account of Assignor. Any interest, fees and other payments accrued on and after the Assignment Effective Date with respect to the Assigned Amount shall be for the account of Assignee. Each of Assignor and Assignee agrees that it will hold in trust for the other part any interest, fees or other amounts which it may receive to which the other party is entitled pursuant to the preceding sentence and to pay the other party any such amounts which it may receive promptly upon receipt thereof. 5. CREDIT DETERMINATION; LIMITATIONS ON ASSIGNOR'S LIABILITY. Assignee represents and warrants to Assignor, Borrower, Agent and the other Banks (a) that it is capable of making and has made and shall continue to make its own credit determinations and analysis based upon such information as Assignee deemed sufficient to enter into the transaction contemplated hereby and not based on any statements or representations by Assignor, (b) Assignee confirms that it meets the requirements to be an assignee as set forth in Section 10.10 of the Credit Agreement; (c) Assignee confirms that it is able to fund the Loans as required by the Credit Agreement; (d) Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement and the Related Writings are required to be performed by it as a Bank thereunder; and (e) Assignee represents that it has reviewed each of the Loan Documents. It is understood and agreed that the assignment and assumption hereunder are made without recourse to Assignor and that Assignor makes no representation or warranty of any kind to Assignee and shall not be responsible for (i) the due execution, legality, validity, enforceability, genuineness, sufficiency or collectability of the Credit Agreement or any Related Writings, (ii) any representation, warranty or statement made in or in connection with the Credit Agreement or any of the Related Writings, (iii) the financial condition or creditworthiness of Borrower or any Guarantor of Payment, (iv) the performance of or compliance with any of the terms or provisions of the Credit Agreement or any of the Related Writings, (v) inspecting any of the property, books or records of Borrower, or (vi) the validity, enforceability, perfection, priority, condition, value or sufficiency of any collateral securing or purporting to secure the Loans. Neither Assignor nor any of its officers, directors, employees, agents or attorneys shall be liable for any mistake, error of judgment, or action taken or omitted to be taken in connection with the Loans, the Credit Agreement or the Related Writings, except for its or their own bad faith or willful misconduct. Assignee appoints Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement as are delegated to Agent by the terms thereof. 6. INDEMNITY. Assignee agrees to indemnify and hold Assignor harmless against any and all losses, cost and expenses (including, without limitation, attorneys' fees) and liabilities incurred by Assignor in connection with or arising in any manner from Assignee's performance or non-performance of obligations assumed under this Assignment Agreement. 75 81 7. SUBSEQUENT ASSIGNMENTS. After the Assignment Effective Date, Assignee shall have the right pursuant to Section 10.10 of the Credit Agreement to assign the rights which are assigned to Assignee hereunder, provided that (a) any such subsequent assignment does not violate any of the terms and conditions of the Credit Agreement, any of the Related Writings, or any law, rule, regulation, order, writ, judgment, injunction or decree and that any consent required under the terms of the Credit Agreement or any of the Related Writings has been obtained, (b) the assignee under such assignment from Assignee shall agree to assume all of Assignee's obligations hereunder in a manner satisfactory to Assignor and (c) Assignee is not thereby released from any of its obligations to Assignor hereunder. 8. REDUCTIONS OF AGGREGATE AMOUNT OF COMMITMENTS. If any reduction in the Total Commitment Amount occurs between the date of this Assignment Agreement and the Assignment Effective Date, the percentage of the Total Commitment Amount assigned to Assignee shall remain the percentage specified in Section 1 hereof and the dollar amount of the Commitment of Assignee shall be recalculated based on the reduced Total Commitment Amount. 9. ACCEPTANCE OF AGENT; NOTICE BY ASSIGNOR. This Assignment Agreement is conditioned upon the acceptance and consent of Agent and, if necessary pursuant to Section 10.10A of the Credit Agreement, upon the acceptance and consent of Borrower; provided, that the execution of this Assignment Agreement by Agent and, if necessary, by Borrower is evidence of such acceptance and consent. 10. ENTIRE AGREEMENT. This Assignment Agreement embodies the entire agreement and understanding between the parties hereto and supersedes all prior agreements and understandings between the parties hereto relating to the subject matter hereof. 11. GOVERNING LAW. This Assignment Agreement shall be governed by the internal law, and not the law of conflicts, of the State of Ohio. 12. NOTICES. Notices shall be given under this Assignment Agreement in the manner set forth in the Credit Agreement. For the purpose hereof, the addresses of the parties hereto (until notice of a change is delivered) shall be the address set forth under each party's name on the signature pages hereof. 76 82 IN WITNESS WHEREOF, the parties hereto have executed this Assignment Agreement by their duly authorized officers as of the date first above written. ASSIGNOR: Address: ---------------------- --------------------------------- Attn: By: ---------------------- --------------------------------- Phone: Name: ---------------------- --------------------------------- Fax: Title: ---------------------- --------------------------------- ASSIGNOR: Address: ---------------------- --------------------------------- Attn: By: ---------------------- --------------------------------- Phone: Name: ---------------------- --------------------------------- Fax: Title: ---------------------- --------------------------------- Accepted and Consented to this ___ day of ___, 20_: KEYBANK NATIONAL ASSOCIATION, as Agent By: ------------------------------- Name: ------------------------------ Title: ----------------------------- Accepted and Consented to this ___ day of _______, 20__: NORDSON CORPORATION By: ------------------------------- Name: ------------------------------ Title: ----------------------------- 77 83 ANNEX 1 TO ASSIGNMENT AND ACCEPTANCE AGREEMENT On and after ___________, 20__ (the "Assignment Effective Date"), the Commitment of Assignee, and, if this is less than an assignment of all of Assignor's interest, Assignor, shall be as follows: I. ASSIGNEE'S COMMITMENT A. Assignee's Percentage % ---------- B. Assigned Amount $ ---------- C. Assignee's Commitment Percentage under the Credit Agreement % ---------- II. ASSIGNOR'S COMMITMENT A. Assignor's Commitment Percentage under the Credit Agreement % ---------- B. Assignor's Commitment Amount under the Credit Agreement $ ---------- 78 EX-4.B 4 l90288aex4-b.txt EX.4(B)--$100 MILLION SENIOR NOTE PURCHASE AGRMT. 1 Exhibit 4B ================================================================================ NORDSON CORPORATION $40,000,000 6.79% Senior Notes, Series A, Due May 15, 2006 $20,000,000 7.11% Senior Notes, Series B, Due May 15, 2008 $30,000,000 7.11% Senior Notes, Series C, Due May 15, 2011 $10,000,000 7.51% Senior Notes, Series D, Due May 15, 2011 NOTE PURCHASE AGREEMENT ------------- Dated as of May 15, 2001 ================================================================================ 2 TABLE OF CONTENTS (Not a part of the Agreement)

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

-i- 3 Section 5.18. Notes Rank Pari Passu.................................................................10 Section 5.19. Environmental Matters.................................................................10 Section 6. Representations of the Purchaser......................................................10 Section 6.1. Purchase for Investment...............................................................10 Section 6.2. Source of Funds.......................................................................11 Section 7. Information as to the Company.........................................................12 Section 7.1. Financial and Business Information....................................................12 Section 7.2. Officer's Certificate.................................................................15 Section 7.3. Inspection............................................................................16 Section 8. Prepayment of the Notes...............................................................16 Section 8.1. Required Prepayments..................................................................16 Section 8.2. Optional Prepayments with Make-Whole Amount...........................................17 Section 8.3. Prepayment Upon Change of Control.....................................................17 Section 8.4. Allocation of Partial Prepayments.....................................................18 Section 8.5. Maturity; Surrender, Etc..............................................................18 Section 8.6. Purchase of Notes.....................................................................18 Section 8.7. Make-Whole Amount.....................................................................18 Section 9. Affirmative Covenants.................................................................20 Section 9.1. Compliance with Law...................................................................20 Section 9.2. Insurance.............................................................................20 Section 9.3. Maintenance of Properties.............................................................20 Section 9.4. Payment of Taxes and Claims...........................................................20 Section 9.5. Corporate Existence, Etc..............................................................21 Section 9.6. Nature of Business....................................................................21 Section 9.7. Notes to Rank Pari Passu..............................................................21 Section 9.8. Guaranty by Subsidiaries..............................................................21 Section 10. Negative Covenants....................................................................22 Section 10.1. Consolidated Total Debt...............................................................22 Section 10.2. Consolidated Priority Debt............................................................22 Section 10.3. Interest Coverage Ratio...............................................................22 Section 10.4. Consolidated Net Worth................................................................22 Section 10.5. Limitation on Liens...................................................................22 Section 10.6. Restricted Payments and Restricted Investments........................................24 Section 10.7. Mergers, Consolidations and Sales of Assets...........................................25 Section 10.8. Transactions with Affiliates..........................................................27 Section 10.9. Restrictive Agreements................................................................28 Section 10.10. Significant Subsidiaries..............................................................28 Section 11. Events of Default.....................................................................29 -ii- 4 Section 12. Remedies on Default, Etc..............................................................31 Section 12.1. Acceleration..........................................................................31 Section 12.2. Other Remedies........................................................................31 Section 12.3. Rescission............................................................................31 Section 12.4. No Waivers or Election of Remedies, Expenses, Etc.....................................32 Section 13. Registration; Exchange; Substitution of Notes.........................................32 Section 13.1. Registration of Notes.................................................................32 Section 13.2. Transfer and Exchange of Notes........................................................32 Section 13.3. Replacement of Notes..................................................................33 Section 14. Payments on Notes.....................................................................33 Section 14.1. Place of Payment......................................................................33 Section 14.2. Home Office Payment...................................................................33 Section 15. Expenses, Etc.........................................................................34 Section 15.1. Transaction Expenses..................................................................34 Section 15.2. Survival..............................................................................34 Section 16. Survival of Representations and Warranties; Entire Agreement..........................34 Section 17. Amendment and Waiver..................................................................35 Section 17.1. Requirements..........................................................................35 Section 17.2. Solicitation of Holders of Notes......................................................35 Section 17.3. Binding Effect, Etc...................................................................35 Section 17.4. Notes Held by Company, Etc............................................................36 Section 18. Notices...............................................................................36 Section 19. Reproduction of Documents.............................................................36 Section 20. Confidential Information..............................................................37 Section 21. Substitution of Purchaser.............................................................37 Section 22. Miscellaneous.........................................................................38 Section 22.1. Successors and Assigns................................................................38 Section 22.2. Payments Due on Non-Business Days.....................................................38 Section 22.3. Severability..........................................................................38 Section 22.4. Construction..........................................................................38 -iii- 5 Section 22.5. Counterparts..........................................................................38 Section 22.6. Governing Law.........................................................................39 Signature........................................................................................................40 -iv- 6 SCHEDULE A -- INFORMATION RELATING TO PURCHASERS SCHEDULE B -- DEFINED TERMS SCHEDULE 4.9 -- Changes in Corporate Structure SCHEDULE 5.3 -- Disclosure Materials SCHEDULE 5.4 -- Subsidiaries of the Company and Ownership of Subsidiary Stock SCHEDULE 5.5 -- Financial Statements SCHEDULE 5.8 -- Certain Litigation SCHEDULE 5.11 -- Patents, etc. SCHEDULE 5.14 -- Use of Proceeds SCHEDULE 5.15 -- Existing Debt SCHEDULE 10.6 -- Existing Investments EXHIBIT 1-A -- Form of 6.79% Senior Note, Series A, due May 15, 2006 EXHIBIT 1-B -- Form of 7.11% Senior Note, Series B, due May 15, 2008 EXHIBIT 1-C -- Form of 7.11% Senior Note, Series C, due May 15, 2011 EXHIBIT 1-D -- Form of 7.51% Senior Note, Series D, due May 15, 2011 EXHIBIT 4.4(a) -- Form of Opinion of Special Counsel for the Company EXHIBIT 4.4(b) -- Form of Opinion of Special Counsel for the Purchasers -v- 7 NORDSON CORPORATION 28601 CLEMENS ROAD WESTLAKE, OHIO 44145 $40,000,000 6.79% Senior Notes, Series A, Due May 15, 2006 $20,000,000 7.11% Senior Notes, Series B, Due May 15, 2008 $30,000,000 7.11% Senior Notes, Series C, Due May 15, 2011 $10,000,000 7.51% Senior Notes, Series D, Due May 15, 2011 Dated as of May 15, 2001 TO THE PURCHASER LISTED IN THE ATTACHED SCHEDULE A WHO IS A SIGNATORY HERETO: Ladies and Gentlemen: NORDSON CORPORATION, an Ohio corporation (the "Company"), agrees with you as follows: SECTION 1. AUTHORIZATION OF NOTES. The Company will authorize the issue and sale of: (a) $40,000,000 aggregate principal amount of its 6.79% Senior Notes, Series A, due May 15, 2006 (the "Series A Notes"); (b) $20,000,000 aggregate principal amount of its 7.11% Senior Notes, Series B, due May 15, 2008 (the "Series B Notes"); (c) $30,000,000 aggregate principal amount of its 7.11% Senior Notes, Series C, due May 15, 2011 (the "Series C Notes"); and (d) $10,000,000 aggregate principal amount of its 7.51% Senior Notes, Series D, due May 15, 2011 (the "Series D Notes"). The term "Notes" as used in this Agreement shall include the Series A Notes, the Series B Notes, the Series C Notes and the Series D Notes, such term to include any such notes issued in substitution therefor pursuant to SECTION 13 of this Agreement or the Other Agreements (as hereinafter defined). The Notes shall be substantially in the form set out in EXHIBIT 1-A, EXHIBIT 1-B, EXHIBIT 1-C, and EXHIBIT 1-D, respectively, with such changes therefrom, if any, as may be approved by you and the Company. Certain capitalized terms used in this Agreement are defined in Schedule B; references to a "Schedule" or an "Exhibit" are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement. 8 SECTION 2. SALE AND PURCHASE OF NOTES. Subject to the terms and conditions of this Agreement, the Company will issue and sell to you and you will purchase from the Company, at the Closing provided for in SECTION 3, Notes in the principal amount and of the Series specified opposite your name in SCHEDULE A at the purchase price of 100% of the principal amount thereof. Contemporaneously with entering into this Agreement, the Company is entering into separate Note Purchase Agreements (the "Other Agreements") identical with this Agreement with each of the other purchasers named in SCHEDULE A (the "Other Purchasers"), providing for the sale at such Closing to each of the Other Purchasers of Notes in the principal amount and of the Series specified opposite its name in SCHEDULE A. Your obligation hereunder, and the obligations of the Other Purchasers under the Other Agreements, are several and not joint obligations, and you shall have no obligation under any Other Agreement and no liability to any Person for the performance or nonperformance by any Other Purchaser thereunder. SECTION 3. CLOSING. The sale and purchase of the Notes to be purchased by you and the Other Purchasers shall occur at the offices of Chapman and Cutler, 111 West Monroe Street, Chicago, Illinois, at 10:00 A.M. Chicago time, at a closing (the "Closing") on May 17, 2001 or on such other Business Day thereafter on or prior to May 31, 2001 as may be agreed upon by the Company and you and the Other Purchasers. At the Closing the Company will deliver to you the Notes to be purchased by you in the form of a single Note (or such greater number of Notes in denominations of at least $100,000 as you may request) dated the date of the Closing and registered in your name (or in the name of your nominee), against delivery by you to the Company or its order of immediately available funds in the amount of the purchase price therefor by wire transfer of immediately available funds for the account of the Company to the account specified in the instructions delivered pursuant to SECTION 4.10 hereof. If at the Closing the Company shall fail to tender such Notes to you as provided above in this SECTION 3, or any of the conditions specified in SECTION 4 shall not have been fulfilled to your satisfaction, you shall, at your election, be relieved of all further obligations under this Agreement, without thereby waiving any rights you may have by reason of such failure or such nonfulfillment. SECTION 4. CONDITIONS TO CLOSING. Your obligation to purchase and pay for the Notes to be sold to you at the Closing is subject to the fulfillment to your satisfaction, prior to or at the Closing, of the following conditions: Section 4.1. Representations and Warranties. The representations and warranties of the Company in this Agreement shall be correct when made and at the time of the Closing. Section 4.2. Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at the Closing, and after giving effect to the issue -2- 9 and sale of the Notes (and the application of the proceeds thereof as contemplated by SCHEDULE 5.14), no Default or Event of Default shall have occurred and be continuing. Neither the Company nor any Subsidiary shall have entered into any transaction since the date of the Memorandum that would have been prohibited by SECTIONS 10.5, 10.7 or 10.8 hereof had such Sections applied since such date. Section 4.3. Compliance Certificates. (a) Officer's Certificate. The Company shall have delivered to you an Officer's Certificate, dated the date of the Closing, certifying that the conditions specified in SECTIONS 4.1, 4.2 and 4.9 have been fulfilled. (b) Secretary's Certificate. The Company shall have delivered to you a certificate of its Secretary, dated the date of the Closing, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and the Agreements. Section 4.4. Opinions of Counsel. You shall have received opinions in form and substance satisfactory to you, dated the date of the Closing (a) from Robert Veillette, Assistant General Counsel of the Company, and from Thompson Hine LLP, counsel for the Company, covering the matters set forth in EXHIBIT 4.4(a) and covering such other matters incident to the transactions contemplated hereby as you or your counsel may reasonably request (and the Company hereby instructs its counsel to deliver such opinion to you) and (b) from Chapman and Cutler, your special counsel in connection with such transactions, substantially in the form set forth in EXHIBIT 4.4(b) and covering such other matters incident to such transactions as you may reasonably request. Section 4.5. Purchase Permitted By Applicable Law, Etc. On the date of the Closing your purchase of Notes shall (a) be permitted by the laws and regulations of each jurisdiction to which you are subject, without recourse to provisions (such as Section 1405(a)(8) of the New York Insurance Law) permitting limited investments by insurance companies without restriction as to the character of the particular investment, (b) not violate any applicable law or regulation (including, without limitation, Regulation T, U or X of the Board of Governors of the Federal Reserve System) and (c) not subject you to any tax, penalty or liability under or pursuant to any applicable law or regulation, which law or regulation was not in effect on the date hereof. If requested by you, you shall have received an Officer's Certificate certifying as to such matters of fact as you may reasonably specify to enable you to determine whether such purchase is so permitted. Section 4.6. Sale of Other Notes. Contemporaneously with the Closing, the Company shall sell to the Other Purchasers, and the Other Purchasers shall purchase, the Notes to be purchased by them at the Closing as specified in SCHEDULE A. Section 4.7. Payment of Special Counsel Fees. Without limiting the provisions of SECTION 15.1, the Company shall have paid on or before the Closing the fees, charges and disbursements of your special counsel referred to in SECTION 4.4 to the extent reflected in a -3- 10 statement of such counsel rendered to the Company at least one Business Day prior to the Closing. Section 4.8. Private Placement Numbers. Private Placement Numbers issued by Standard & Poor's CUSIP Service Bureau (in cooperation with the Securities Valuation Office of the National Association of Insurance Commissioners) shall have been obtained for each Series of the Notes. Section 4.9. Changes in Corporate Structure. Except as specified in SCHEDULE 4.9, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation and shall not have succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in SCHEDULE 5.5. Section 4.10. Funding Instructions. At least three Business Days prior to the date of the Closing, you shall have received written instructions executed by a Responsible Officer of the Company directing the manner of the payment of funds and setting forth (i) the name and address of the transferee bank, (ii) such transferee bank's ABA number, (iii) the account name and number into which the purchase price for the Notes is to be deposited, and (iv) the name and telephone number of the account representative responsible for verifying receipt of such funds. Section 4.11. Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be satisfactory to you and your special counsel, and you and your special counsel shall have received all such counterpart originals or certified or other copies of such documents as you or they may reasonably request. The obligation of the Company to deliver the Notes hereunder is subject to the condition that the entire principal amount of the Notes scheduled to be sold on the date of the Closing pursuant to this Agreement and the Other Agreements shall have been tendered by the Purchasers. SECTION 5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company represents and warrants to you that: Section 5.1. Organization; Power and Authority. The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has the corporate power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and the Other Agreements and the Notes and to perform the provisions hereof and thereof. -4- 11 Section 5.2. Authorization, Etc. This Agreement, the Other Agreements and the Notes have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof each Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Section 5.3. Disclosure. The Company, through its agent, Wachovia Securities, Inc., has delivered to you and each Other Purchaser a copy of a Private Placement Memorandum, dated April, 2001 (the "Memorandum"), relating to the transactions contemplated hereby. The Memorandum fairly describes, in all material respects, the general nature of the business and principal properties of the Company and its Subsidiaries. Except as disclosed in SCHEDULE 5.3, this Agreement, the Memorandum, and the documents, certificates or other writings delivered to you by or on behalf of the Company in connection with the transactions contemplated hereby and the financial statements listed in SCHEDULE 5.5, taken as a whole, do not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading in light of the circumstances under which they were made. Except as disclosed in the Memorandum or as expressly described in SCHEDULE 5.3, or in one of the documents, certificates or other writings identified therein, or in the financial statements listed in SCHEDULE 5.5, since October 29, 2000, there has been no change in the financial condition, operations, business, properties or prospects of the Company or any Subsidiary except changes that individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect. There is no fact known to the Company (separate from general economic conditions applicable to U.S. business enterprises on the whole) that could reasonably be expected to have a Material Adverse Effect that has not been set forth herein or in the Memorandum or in the other documents, certificates and other writings delivered to you by or on behalf of the Company specifically for use in connection with the transactions contemplated hereby. Section 5.4. Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) SCHEDULE 5.4 contains (except as noted therein) complete and correct lists of (i) the Company's Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Company and each other Subsidiary and whether such Subsidiary is a Significant Subsidiary under this Agreement, (ii) the Company's Affiliates, other than Subsidiaries, and (iii) the Company's directors and senior officers. (b) All of the outstanding shares of capital stock or similar equity interests of each Subsidiary shown in SCHEDULE 5.4 as being owned by the Company and its Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in SCHEDULE 5.4). (c) Each Subsidiary identified in SCHEDULE 5.4 is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and is in good standing in each -5- 12 jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact. (d) No Subsidiary is a party to, or otherwise subject to, any legal restriction or any agreement (other than this Agreement, the agreements listed on SCHEDULE 5.4 and customary limitations imposed by corporate law statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Company or any of its Subsidiaries that owns outstanding shares of capital stock or similar equity interests of such Subsidiary. Section 5.5. Financial Statements. The Company has delivered to each Purchaser copies of the financial statements of the Company and its Subsidiaries listed on SCHEDULE 5.5. All of said financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such financial statements and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). Section 5.6. Compliance with Laws, Other Instruments, Etc. The execution, delivery and performance by the Company of this Agreement and the Notes will not (a) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of the Company or any Subsidiary under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter or by-laws, or any other agreement or instrument to which the Company or any Subsidiary is bound or by which the Company or any Subsidiary or any of their respective properties may be bound or affected, (b) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to the Company or any Subsidiary or (c) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Company or any Subsidiary. Section 5.7. Governmental Authorizations, Etc. No consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the execution, delivery or performance by the Company of this Agreement or the Notes. Section 5.8. Litigation; Observance of Agreements, Statutes and Orders. (a) Except as disclosed in SCHEDULE 5.8, there are no actions, suits or proceedings pending or, to the knowledge of the Company, threatened against or affecting the Company or any Subsidiary or any property of the Company or any Subsidiary in any court or before any arbitrator of any kind or before or by any Governmental Authority that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. -6- 13 (b) Neither the Company nor any Subsidiary is in default under any term of any agreement or instrument to which it is a party or by which it is bound, or any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority or is in violation of any applicable law, ordinance, rule or regulation (including without limitation Environmental Laws) of any Governmental Authority, which default or violation, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Section 5.9. Taxes. The Company and its Subsidiaries have filed all tax returns that are required to have been filed in any jurisdiction, and have paid all taxes shown to be due and payable on such returns and all other taxes and assessments levied upon them or their properties, assets, income or franchises, to the extent such taxes and assessments have become due and payable and before they have become delinquent, except for any taxes and assessments (a) the amount of which is not individually or in the aggregate Material or (b) the amount, applicability or validity of which is currently being contested in good faith by appropriate proceedings and with respect to which the Company or a Subsidiary, as the case may be, has established adequate reserves in accordance with GAAP. The Company knows of no basis for any other tax or assessment that relates to periods ending on or before the date of this Agreement that could reasonably be expected to have a Material Adverse Effect and knows of no proposed tax or assessment for subsequent periods that could reasonably be expected to result in a Material increase in the tax liability of the Company and its Subsidiaries. The charges, accruals and reserves on the books of the Company and its Subsidiaries in respect of Federal, state or other taxes for all fiscal periods are in all Material respects adequate. The Federal income tax liabilities of the Company and its Subsidiaries have been determined by the Internal Revenue Service and paid for all fiscal years up to and including the fiscal year ended November 2, 1997. Section 5.10. Title to Property; Leases. The Company and its Subsidiaries have good and sufficient title to their respective properties that individually or in the aggregate are Material, including all such properties reflected in the most recent audited balance sheet referred to in SECTION 5.5 or purported to have been acquired by the Company or any Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by this Agreement. All leases that individually or in the aggregate are Material are valid and subsisting and are in full force and effect in all material respects. Section 5.11. Licenses, Permits, Etc. Except as disclosed in SCHEDULE 5.11, (a) the Company and its Subsidiaries own or possess all licenses, permits, franchises, authorizations, patents, copyrights, service marks, trademarks and trade names, or rights thereto, that individually or in the aggregate are Material to the conduct of its business as normally conducted, without known conflict with the rights of others; (b) to the best knowledge of the Company, no product of the Company infringes in any Material respect any license, permit, franchise, authorization, patent, copyright, service mark, trademark, trade name or other right owned by any other Person; and -7- 14 (c) to the best knowledge of the Company, there is no Material violation by any Person of any right of the Company or any of its Subsidiaries with respect to any patent, copyright, service mark, trademark, trade name or other right owned or used by the Company or any of its Subsidiaries. Section 5.12. Compliance with ERISA. (a) The Company and each ERISA Affiliate have operated and administered each Plan in compliance with all applicable laws except for such instances of noncompliance as have not resulted in and could not reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any ERISA Affiliate has incurred any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans (as defined in Section 3 of ERISA), and no event, transaction or condition has occurred or exists that could reasonably be expected to result in the incurrence of any such liability by the Company or any ERISA Affiliate, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate, in either case pursuant to Title I or IV of ERISA or to such penalty or excise tax provisions or to Section 401(a)(29) or 412 of the Code, other than such liabilities or Liens as would not be individually or in the aggregate Material. (b) The present value of the aggregate benefit liabilities under the Plans (other than Multiemployer Plans), determined as of the end of the most recently ended plan year of such Plans on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation report for such Plans, did not exceed the aggregate current value of the assets of such Plans allocable to such benefit liabilities, except to the extent set forth in Footnote 3 to the Company's consolidated financial statements for the fiscal year ended October 29, 2000. The term "benefit liabilities" has the meaning specified in Section 4001 of ERISA and the terms "current value" and "present value" have the meaning specified in Section 3 of ERISA. (c) The Company and its ERISA Affiliates have not incurred withdrawal liabilities (and are not subject to contingent withdrawal liabilities) under Section 4201 or 4204 of ERISA in respect of Multiemployer Plans that individually or in the aggregate are Material. (d) Except as disclosed in Footnote 3 to the Company's consolidated financial statements for the fiscal year ending October 29, 2000, the expected post-retirement benefit obligation (determined as of the last day of the Company's most recently ended fiscal year in accordance with Financial Accounting Standards Board Statement No. 106, without regard to liabilities attributable to continuation coverage mandated by Section 4980B of the Code) of the Company and its Subsidiaries is not Material. (e) The execution and delivery of this Agreement and the issuance and sale of the Notes hereunder will not involve any transaction that is subject to the prohibitions of Section 406 of ERISA or in connection with which a tax could be imposed pursuant to Section 4975(c)(1)(A)-(D) of the Code. The representation by the Company in the first sentence of this SECTION 5.12(e) is made in reliance upon and subject to the accuracy of your representation in SECTION 6.2 as to the sources of the funds used to pay the purchase price of the Notes to be purchased by you. -8- 15 Section 5.13. Private Offering by the Company. Neither the Company nor anyone acting on its behalf has offered the Notes or any similar securities for sale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with, any Person other than you, the Other Purchasers and not more than 75 other Institutional Investors, each of which has been offered the Notes at a private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Notes to the registration requirements of Section 5 of the Securities Act. Section 5.14. Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Notes as set forth in SCHEDULE 5.14. No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying any margin stock within the meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221), or for the purpose of buying or carrying or trading in any securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 1% of the value of the consolidated assets of the Company and its Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 1% of the value of such assets. As used in this Section, the terms "margin stock" and "purpose of buying or carrying" shall have the meanings assigned to them in said Regulation U. Section 5.15. Existing Debt; Future Liens. (a) SCHEDULE 5.15 sets forth a complete and correct list of all Capital Leases as of February 28, 2001 and all other outstanding Debt of the Company as of May 17, 2001 and of its Subsidiaries as of the date of April 30, 2001, since which dates, respectively, there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Debt of the Company or its Subsidiaries. Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Debt of the Company or such Subsidiary and no event or condition exists with respect to any Debt of the Company or any Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Debt to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in SCHEDULE 5.15, neither the Company nor any Subsidiary has agreed or consented to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by SECTION 10.5. Section 5.16. Foreign Assets Control Regulations, Etc. Neither the sale of the Notes by the Company hereunder nor its use of the proceeds thereof will violate the Trading with the Enemy Act, as amended, or any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto. Section 5.17. Status under Certain Statutes. Neither the Company nor any Subsidiary is an "investment company" registered or required to be registered subject to regulation under the -9- 16 Investment Company Act of 1940, as amended, or is subject to regulation under the Public Utility Holding Company Act of 1935, as amended, the ICC Termination Act of 1995, as amended, or the Federal Power Act, as amended. Section 5.18. Notes Rank Pari Passu. The obligations of the Company under this Agreement and the Notes rank at least pari passu in right of payment with all other senior unsecured Debt (actual or contingent) of the Company, including, without limitation, all senior unsecured Debt of the Company described in Schedule 5.15 hereto. Section 5.19. Environmental Matters. Neither the Company nor any Subsidiary has knowledge of any claim or has received any notice of any claim, and no proceeding has been instituted raising any claim against the Company or any of its Subsidiaries or any of their respective real properties now or formerly owned, leased or operated by any of them or other assets, alleging any damage to the environment or violation of any Environmental Laws, except, in each case, such as could not reasonably be expected to result in a Material Adverse Effect. Except as otherwise disclosed to you in writing: (a) neither the Company nor any Subsidiary has knowledge of any facts which would give rise to any claim, public or private, of violation of Environmental Laws or damage to the environment emanating from, occurring on or in any way related to real properties now or formerly owned, leased or operated by any of them or to other assets or their use, except, in each case, such as could not reasonably be expected to result in a Material Adverse Effect; (b) neither the Company nor any of its Subsidiaries has stored any Hazardous Materials on real properties now or formerly owned, leased or operated by any of them or has disposed of any Hazardous Materials in a manner contrary to any Environmental Laws in each case in any manner that could reasonably be expected to result in a Material Adverse Effect; and (c) all buildings on all real properties now owned, leased or operated by the Company or any of its Subsidiaries are in compliance with applicable Environmental Laws, except where failure to comply could not reasonably be expected to result in a Material Adverse Effect. SECTION 6. REPRESENTATIONS OF THE PURCHASER. Section 6.1. Purchase for Investment. You represent that you are purchasing the Notes for your own account or for one or more separate accounts maintained by you or for the account of one or more pension or trust funds and not with a view to the distribution thereof; provided that the disposition of your or their property shall at all times be within your or their control. You understand that the Notes have not been registered under the Securities Act and may be resold only if registered pursuant to the provisions of the Securities Act or if an exemption from registration is available, except under circumstances where neither such registration nor such an exemption is required by law, and that the Company is not required to register the Notes. You -10- 17 represent that you are, or any such pension or trust fund is, an "accredited investor," as defined in Rule 501 under the Securities Act. Section 6.2. Source of Funds. You represent that at least one of the following statements is an accurate representation as to each source of funds (a "Source") to be used by you to pay the purchase price of the Notes to be purchased by you hereunder: (a) the Source is an "insurance company general account" within the meaning of Department of Labor Prohibited Transaction Exemption ("PTE") 95-60 (issued July 12, 1995) and there is no employee benefit plan, treating as a single plan all plans maintained by the same employer or employee organization, with respect to which the amount of the general account reserves and liabilities for all contracts held by or on behalf of such plan, exceed ten percent (10%) of the total reserves and liabilities of such general account (exclusive of separate account liabilities) plus surplus, as set forth in the NAIC Annual Statement filed with your state of domicile; or (b) the Source is either (i) an insurance company pooled separate account, within the meaning of PTE 90-1 (issued January 29, 1990), or (ii) a bank collective investment fund, within the meaning of the PTE 91-38 (issued July 12, 1991) and, except as you have disclosed to the Company in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (c) the Source constitutes assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assets managed by such QPAM, the conditions of Part l(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person controlling or controlled by the QPAM (applying the definition of "control" in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (i) the identity of such QPAM and (ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this paragraph (c); or (d) the Source is a governmental plan; or (e) the Source is one or more employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit plans, each of which has been identified to the Company in writing pursuant to this paragraph (e); or -11- 18 (f) the Source does not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA. If you or any subsequent transferee of the Notes indicates that you or such transferee are relying on any representation contained in paragraph (b), (c) or (e) above, you or such transferee shall provide written notice to the company of such fact, identifying the information required by paragraphs (b), (c) or (e) above, as applicable. The Company shall deliver on the date of Closing and on the date of any applicable transfer a certificate, which shall either state that (i) it is neither a party in interest nor a "disqualified person" (as defined in section 4975(e)(2) of the Internal Revenue Code of 1986, as amended), with respect to any plan identified pursuant to paragraphs (b) or (e) above, or (ii) with respect to any plan, identified pursuant to paragraph (c) above, neither it nor any "affiliate" (as defined in Section V(c) of the QPAM Exemption) has at such time, and during the immediately preceding one year, exercised the authority to appoint or terminate said QPAM as manager of any plan identified in writing pursuant to paragraph (c) above or to negotiate the terms of said QPAM's management agreement on behalf of any such identified plan; provided, however, that if the Company is, in fact, such a party in interest or "disqualified person", or if it has exercised such authority, then, in lieu of such certificate, the Company shall promptly notify you or such transferee of such fact prior to the date of Closing or the applicable transfer date so that you or such transferee may identify an alternative Source. As used in this SECTION 6.2, the terms "employee benefit plan", "governmental plan", "party in interest" and "separate account" shall have the respective meanings assigned to such terms in Section 3 of ERISA. SECTION 7. INFORMATION AS TO THE COMPANY. Section 7.1. Financial and Business Information. The Company shall deliver to each holder of Notes that is an Institutional Investor: (a) Quarterly Statements -- within 60 days after the end of each quarterly fiscal period in each fiscal year of the Company, other than the last quarterly fiscal period of each such fiscal year (and, in any event, concurrently with the delivery to the lenders under the Credit Agreement), duplicate copies of: (i) a consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarter, and (ii) consolidated statements of income, changes in shareholders' equity and cash flows of the Company and its Subsidiaries for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the consolidated financial position of the companies being reported on and their consolidated results of operations and cash flows, subject to changes -12- 19 resulting from year-end adjustments; provided that delivery within the time period specified above of copies of the Company's Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this SECTION 7.1(a); (b) Annual Statements -- within 105 days after the end of each fiscal year of the Company (and, in any event, concurrently with the delivery to the lenders under the Credit Agreement), duplicate copies of, (i) a consolidated balance sheet of the Company and its Subsidiaries, as at the end of such year, and (ii) consolidated statements of income, changes in shareholders' equity and cash flows of the Company and its Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by: (1) an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the consolidated financial position of the companies being reported upon and their consolidated results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with auditing standards generally accepted in the United States of America, and that such audit provides a reasonable basis for such opinion in the circumstances, and (2) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with auditing standards generally accepted in the United States of America or did not make such an audit), provided that the delivery within the time period specified above of the Company's Annual Report on Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and -13- 20 Exchange Commission, together with the accountant's certificate described in clause (2) above, shall be deemed to satisfy the requirements of this SECTION 7.1(b); (c) SEC and Other Reports -- promptly upon their becoming available, one copy of (i) each financial statement, report, notice or proxy statement sent by the Company or any Subsidiary to public securities holders generally, and (ii) each regular or periodic report, each registration statement that shall have become effective (without exhibits except as expressly requested by such holder), and each final prospectus and all amendments thereto filed by the Company or any Subsidiary with the Securities and Exchange Commission (other than filings with respect to offerings of securities under employee benefit plans, registration statements with respect to sales of securities of the Company by Persons other than the Company, and filings with respect to dividend reinvestment plans) and of all press releases and other statements made available generally by the Company or any Subsidiary to the public concerning developments that are Material; (d) Notice of Default or Event of Default -- promptly, and in any event within five days after a Responsible Officer becoming aware of the existence of any Default or Event of Default or that any Person has given any notice or taken any action with respect to a claimed default hereunder or that any Person has given any notice or taken any action with respect to a claimed default of the type referred to in SECTION 11(f), a written notice specifying the nature and period of existence thereof and what action the Company is taking or proposes to take with respect thereto; (e) ERISA Matters -- promptly, and in any event within five days after a Responsible Officer becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company or an ERISA Affiliate proposes to take with respect thereto: (i) with respect to any Plan, any reportable event, as defined in Section 4043(b) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; or (ii) the taking by the PBGC of steps to institute, or the threatening by the PBGC of the institution of, proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or (iii) any event, transaction or condition that could result in the incurrence of any liability by the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate pursuant to Title I or -14- 21 IV of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could reasonably be expected to have a Material Adverse Effect; (f) Notices from Governmental Authority -- promptly, and in any event within 30 days of receipt thereof, copies of any notice to the Company or any Subsidiary from any Federal or state Governmental Authority relating to any order, ruling, statute or other law or regulation that could reasonably be expected to have a Material Adverse Effect; and (g) Requested Information -- with reasonable promptness, such other data and information relating to the business, operations, affairs, financial condition, assets or properties of the Company or any of its Subsidiaries or relating to the ability of the Company to perform its obligations hereunder and under the Notes as from time to time may be reasonably requested by any such holder of Notes, including without limitation (i) such information as is required by SEC Rule 144A under the Securities Act to be delivered to the prospective transferee of the Notes and (ii) copies of annual pro forma projections of the Company and its Subsidiaries, if prepared for the Banks under the Credit Agreement. Section 7.2. Officer's Certificate. Each set of financial statements delivered to a holder of Notes pursuant to SECTION 7.1(a) or SECTION 7.1(b) hereof shall be accompanied by a certificate of a Senior Financial Officer setting forth: (a) Covenant Compliance -- the information (including detailed calculations) required in order to establish whether the Company was in compliance with the requirements of SECTION 10.1 through SECTION 10.7 hereof, inclusive, during the quarterly or annual period covered by the statements then being furnished (including with respect to each such Section, where applicable, the calculations of the maximum or minimum amount, ratio or percentage, as the case may be, permissible under the terms of such Sections, and the calculation of the amount, ratio or percentage then in existence); (b) Significant Subsidiaries -- a list of the Company's Significant Subsidiaries and the information (including detailed calculations) required in order to establish whether the Company was in compliance with the requirements of SECTION 10.10 during the quarterly or annual period covered by the statements then being furnished; and (c) Event of Default -- a statement that such officer has reviewed the relevant terms hereof and has made, or caused to be made, under his or her supervision, a review of the transactions and conditions of the Company and its Subsidiaries from the beginning of the quarterly or annual period covered by the statements then being furnished to the date of the certificate and that such review shall not have disclosed the existence during such period of any condition or event that constitutes a Default or an Event of Default or, if any such condition or event existed or exists (including, without limitation, any such event or condition resulting from the failure of the Company or any -15- 22 Subsidiary to comply with any Environmental Law), specifying the nature and period of existence thereof and what action the Company shall have taken or proposes to take with respect thereto. Section 7.3. Inspection. The Company shall permit the representatives of each holder of Notes that is an Institutional Investor: (a) No Default -- if no Default or Event of Default then exists, at the expense of such holder and upon reasonable prior notice to the Company, to visit the principal executive office of the Company, to discuss the affairs, finances and accounts of the Company and its Subsidiaries with the Company's officers, and (with the consent of the Company, which consent will not be unreasonably withheld) its independent public accountants, and (with the consent of the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the Company and each Subsidiary, all at such reasonable times and as often as may be reasonably requested in writing; and (b) Default -- if a Default or Event of Default then exists, at the expense of the Company, to visit and inspect any of the offices or properties of the Company or any Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Company authorizes said accountants to discuss the affairs, finances and accounts of the Company and its Subsidiaries), all at such times and as often as may be requested. SECTION 8. PREPAYMENT OF THE NOTES. Section 8.1. Required Prepayments. (a) Series A Notes. On May 15, 2006, the entire principal amount of the Series A Notes, together with accrued and unpaid interest thereon, shall become due and payable. (b) Series B Notes. On May 15, 2008, the entire principal amount of the Series B Notes, together with accrued and unpaid interest thereon, shall become due and payable. (c) Series C Notes. The Company agrees that on each May 15, beginning May 15, 2005, it will prepay and apply and there shall become due and payable on the principal Debt evidenced by the Series C Notes an amount equal to the lesser of (a) $4,290,000 or (b) the principal amount of the Series C Notes then outstanding. On May 15, 2011, the entire principal amount of the Series C Notes, together with accrued and unpaid interest thereon, shall become due and payable. In the event that the Company shall prepay less than all of the Notes pursuant to SECTION 8.2 or SECTION 8.3, or shall purchase less than all of the Series C Notes pursuant to SECTION 8.6, the amounts of the prepayments in respect of the Series C Notes required by this -16- 23 SECTION 8.1(c) shall be reduced by an amount which is the same percentage of such required prepayment as the percentage that the principal amount of Series C Notes prepaid pursuant to SECTION 8.2 or SECTION 8.3, or purchased pursuant to SECTION 8.6, is of the aggregate principal amount of outstanding Series C Notes immediately prior to such prepayment or purchase. (d) Series D Notes. On May 15, 2011, the entire principal amount of the Series D Notes, together with accrued and unpaid interest thereon, shall become due and payable. Section 8.2. Optional Prepayments with Make-Whole Amount. The Company may, at its option, upon notice as provided below, prepay at any time all, or from time to time any part of, the Notes, in an amount not less than 10% of the aggregate principal amount of the Notes then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment, plus the Make-Whole Amount determined for the prepayment date with respect to such principal amount. The Company will give each holder of Notes written notice of each optional prepayment under this SECTION 8.2 not less than 30 days and not more than 60 days prior to the date fixed for such prepayment. Each such notice shall specify such date, the aggregate principal amount of the Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with SECTION 8.4), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole Amount due in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation. Two Business Days prior to such prepayment, the Company shall deliver to each holder of Notes a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date. Section 8.3. Prepayment Upon Change of Control. In the event that any Change of Control shall occur or the Company shall have knowledge of any proposed Change of Control that is likely to occur, the Company will give written notice (the "Company Notice") of such fact in the manner provided in SECTION 18 hereof to the holders of the Notes. The Company Notice shall be delivered promptly upon receipt of such knowledge by the Company. The Company Notice shall (1) describe the facts and circumstances of such Change of Control in reasonable detail, (2) make reference to this SECTION 8.3 and the right of the holders of the Notes to require prepayment of the Notes on the terms and conditions provided for in this SECTION 8.3, (3) offer in writing to prepay all, but not less than all, of the outstanding Notes, together with accrued interest to the date of prepayment, and (4) specify a date for such prepayment (the "Change of Control Prepayment Date"), which Change of Control Prepayment Date shall be not more than 60 days nor less than 30 days following the date of such Company Notice. Each holder of the then outstanding Notes shall have the right to accept such offer and require prepayment of the Notes held by such holder in full by written notice to the Company (a "Noteholder Notice") given not later than 15 days after receipt of the Company Notice. The Company shall on the Change of Control Prepayment Date prepay in full all of the Notes held by holders which have so accepted such offer of prepayment. The prepayment price of the Notes payable upon the occurrence of any Change of Control shall be an amount equal to 100% of the outstanding -17- 24 principal amount of the Notes so to be prepaid and accrued interest thereon to the date of such prepayment. For purposes of this SECTION 8.3: "Change of Control" means the replacement (other than solely by reason of retirement, death or disability) of more than 50% of the members of the Board of Directors of the Company over any period of 12 consecutive months from the directors who constituted such Board of Directors at the beginning of such period. Section 8.4. Allocation of Partial Prepayments. In the case of each partial prepayment of the Notes pursuant to SECTION 8.2, the principal amount of the Notes to be prepaid shall be (a) allocated among each Series of Notes in proportion to the aggregate unpaid principal amount of each such Series of Notes, and (b) allocated pro rata among all of the holders of each Series of Notes at the time outstanding in accordance with the unpaid principal amount thereof. All partial prepayments made pursuant to SECTION 8.3 shall be applied only to the Notes of the holders who have elected to participate in such prepayment. Section 8.5. Maturity; Surrender, Etc. In the case of each prepayment of Notes pursuant to this SECTION 8, the principal amount of each Note to be prepaid shall mature and become due and payable on the date fixed for such prepayment, together with interest on such principal amount accrued to such date and the applicable Make-Whole Amount, if any. From and after such date, unless the Company shall fail to pay such principal amount when so due and payable, together with the interest and Make-Whole Amount, if any, as aforesaid, interest on such principal amount shall cease to accrue. Any Note paid or prepaid in full shall be surrendered to the Company and cancelled and shall not be reissued, and no Note shall be issued in lieu of any prepaid principal amount of any Note. Section 8.6. Purchase of Notes. The Company will not and will not permit any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any Series of the outstanding Notes or any part or portion of any Series thereof, except upon the payment, prepayment or purchase of all Series of the Notes in accordance with the terms of this Agreement and the Notes. The Company will promptly cancel all Notes acquired by it or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes. Section 8.7. Make-Whole Amount. The term "Make-Whole Amount" means, with respect to any Note, an amount equal to the excess, if any, of the Discounted Value of the Remaining Scheduled Payments with respect to the Called Principal of such Note over the amount of such Called Principal; provided that the Make-Whole Amount may in no event be less than zero. For the purposes of determining the Make-Whole Amount, the following terms have the following meanings: "Called Principal" means, with respect to any Note, the principal of such Note that is to be prepaid pursuant to SECTION 8.2 or has become or is declared to be immediately due and payable pursuant to SECTION 12.1, as the context requires. -18- 25 "Discounted Value" means, with respect to the Called Principal of any Note, the amount obtained by discounting all Remaining Scheduled Payments with respect to such Called Principal from their respective scheduled due dates to the Settlement Date with respect to such Called Principal, in accordance with accepted financial practice and at a discount factor (applied on the same periodic basis as that on which interest on the Notes is payable) equal to the Reinvestment Yield with respect to such Called Principal. "Reinvestment Yield" means, with respect to the Called Principal of any Note, 0.50% over the yield to maturity implied by (a) the yields reported, as of 10:00 A.M. (New York City time) on the second Business Day preceding the Settlement Date with respect to such Called Principal, on the display designated as "Page USD" of the Bloomberg Financial Markets Services Screen (or, if not available, any other national recognized trading screen reporting on-line intraday trading in the U.S. Treasury securities) for actively traded U.S. Treasury securities having a maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date, or (b) if such yields are not reported as of such time or the yields reported as of such time are not ascertainable, the Treasury Constant Maturity Series Yields reported, for the latest day for which such yields have been so reported as of the second Business Day preceding the Settlement Date with respect to such Called Principal, in Federal Reserve Statistical Release H.15 (519) (or any comparable successor publication) for actively traded U.S. Treasury securities having a constant maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date. Such implied yield will be determined, if necessary, by (i) converting U.S. Treasury bill quotations to bond-equivalent yields in accordance with accepted financial practice and (ii) interpolating linearly between (1) the actively traded U.S. Treasury security with the duration closest to and greater than the Remaining Average Life and (2) the actively traded U.S. Treasury security with the duration closest to and less than the Remaining Average Life. "Remaining Average Life" means, with respect to any Called Principal, the number of years (calculated to the nearest one-twelfth year) obtained by dividing (a) such Called Principal into (b) the sum of the products obtained by multiplying (i) the principal component of each Remaining Scheduled Payment with respect to such Called Principal by (ii) the number of years (calculated to the nearest one-twelfth year) that will elapse between the Settlement Date with respect to such Called Principal and the scheduled due date of such Remaining Scheduled Payment. "Remaining Scheduled Payments" means, with respect to the Called Principal of any Note, all payments of such Called Principal and interest thereon that would be due after the Settlement Date with respect to such Called Principal if no payment of such Called Principal were made prior to its scheduled due date; provided that if such Settlement Date is not a date on which interest payments are due to be made under the terms of the Notes, then the amount of the next succeeding scheduled interest payment will be reduced by the amount of interest accrued to such Settlement Date and required to be paid on such Settlement Date pursuant to SECTION 8.2 or 12.1. -19- 26 "Settlement Date" means, with respect to the Called Principal of any Note, the date on which such Called Principal is to be prepaid pursuant to SECTION 8.2 or has become or is declared to be immediately due and payable pursuant to SECTION 12.1, as the context requires. SECTION 9. AFFIRMATIVE COVENANTS. The Company covenants that so long as any of the Notes are outstanding: Section 9.1. Compliance with Law. The Company will, and will cause each of its Significant Subsidiaries and Special Purpose Subsidiaries to, comply with all laws, ordinances or governmental rules or regulations to which each of them is subject, including, without limitation, ERISA and applicable laws in respect of Non-U.S. Pension Plans and all Environmental Laws, and will obtain and maintain in effect all licenses, certificates, permits, franchises and other governmental authorizations necessary to the ownership of their respective properties or to the conduct of their respective businesses, in each case to the extent necessary to ensure that non-compliance with such laws, ordinances or governmental rules or regulations or failures to obtain or maintain in effect such licenses, certificates, permits, franchises and other governmental authorizations could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Section 9.2. Insurance. The Company will, and will cause each of its Significant Subsidiaries to, maintain, with financially sound and reputable insurers, insurance with respect to their respective properties and businesses against such casualties and contingencies, of such types, on such terms and in such amounts (including deductibles, co-insurance and self-insurance, if adequate reserves are maintained with respect thereto) as is customary in the case of entities of established reputations engaged in the same or a similar business and similarly situated. Section 9.3. Maintenance of Properties. The Company will, and will cause each of its Significant Subsidiaries to, maintain and keep, or cause to be maintained and kept, their respective Material properties in good repair, working order and condition (other than ordinary wear and tear), so that the business carried on in connection therewith may be properly conducted at all times; provided that this Section shall not prevent the Company or any Significant Subsidiary from discontinuing the operation and the maintenance of any of its properties if such discontinuance is desirable in the conduct of its business and the Company has concluded that such discontinuance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Section 9.4. Payment of Taxes and Claims. The Company will, and will cause each of its Significant Subsidiaries and Special Purpose Subsidiaries to, file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent such taxes and assessments have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of the -20- 27 Company or any Significant Subsidiary or Special Purpose Subsidiary; provided that neither the Company nor any Significant Subsidiary or Special Purpose Subsidiary need pay any such tax or assessment or claims if (a) the amount, applicability or validity thereof is contested by the Company or such Significant Subsidiary or Special Purpose Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Company or a Significant Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Company or such Subsidiary or (b) the nonpayment of all such taxes and assessments and claims in the aggregate could not reasonably be expected to have a Material Adverse Effect. Section 9.5. Corporate Existence, Etc. The Company will at all times preserve and keep in full force and effect its corporate existence. Subject to SECTION 10.7, the Company will at all times preserve and keep in full force and effect the corporate existence of each of its Significant Subsidiaries (unless merged into the Company or a Significant Subsidiary) and all rights and franchises of the Company and its Significant Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise could not, individually or in the aggregate, have a Material Adverse Effect. Section 9.6. Nature of Business. Neither the Company nor any Significant Subsidiary will engage in any business if, as a result, the general nature of the business, taken on a consolidated basis, which would then be engaged in by the Company and its Significant Subsidiaries would be substantially changed from the general nature of the business engaged in by the Company and its Significant Subsidiaries on the date of this Agreement. Section 9.7. Notes to Rank Pari Passu. The Notes and all other obligations under this Agreement of the Company are and at all times shall remain direct and unsecured obligations of the Company ranking pari passu as against the assets of the Company with all other Notes from time to time issued and outstanding hereunder without any preference among themselves and pari passu with all other present and future unsecured Debt (actual or contingent) of the Company which is not expressed to be subordinate or junior in rank to any other unsecured Debt of the Company. Section 9.8. Guaranty by Subsidiaries. The Company will cause each Subsidiary which delivers a Guaranty to any holder of Debt for borrowed money of the Company to concurrently enter into a Guaranty (a "Subsidiary Guaranty"), and within three Business Days thereafter shall deliver to each of the holders of the Notes the following items: (a) an executed counterpart of such Subsidiary Guaranty or joinder agreement in respect of an existing Subsidiary Guaranty, as appropriate; (b) a certificate signed by the President, a Vice President or another authorized Responsible Officer of such Subsidiary making representations and warranties to the effect of those contained in SECTIONS 5.1, 5.2, 5.6 AND 5.7, but with respect to such Subsidiary and such Subsidiary Guaranty, as applicable; -21- 28 (c) such documents and evidence with respect to such Subsidiary as any holder of the Notes may reasonably request in order to establish the existence and good standing of such Subsidiary and the authorization of the transactions contemplated by such Subsidiary Guaranty; (d) an opinion of counsel satisfactory to the Required Holders to the effect that such Subsidiary Guaranty has been duly authorized, executed and delivered and constitutes the legal, valid and binding contract and agreement of such Subsidiary enforceable in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors' rights generally and by general equitable principles; and (e) an executed counterpart of an intercreditor agreement among the holders of the Notes and each such Person to which a Subsidiary is then delivering a Guaranty giving rise the requirements of this SECTION 9.8, which agreement shall provide that the proceeds from the enforcement of any such Guaranty shall be shared on an equal and ratable basis with the holders of the Notes. SECTION 10. NEGATIVE COVENANTS. The Company covenants that so long as any of the Notes are outstanding: Section 10.1. Consolidated Total Debt. The Company will not at any time permit the ratio of (a) Consolidated Total Debt to (b) Consolidated Cash Flow for the period of four consecutive fiscal quarters of the Company then most recently ended to exceed 3.50 to 1.00. Section 10.2. Consolidated Priority Debt. The Company will not, as of the last day of any fiscal quarter, permit Consolidated Priority Debt outstanding on such date to exceed an amount equal to 15% of Consolidated Tangible Assets as of such date. Section 10.3. Interest Coverage Ratio. The Company will not at any time permit the ratio of (a) Consolidated Cash Flow for the period of four consecutive fiscal quarters of the Company then most recently ended to (b) Consolidated Interest Expense for such four consecutive fiscal quarter period to be less than 2.75 to 1.00. Section 10.4. Consolidated Net Worth. The Company will not at any time permit Consolidated Net Worth to be less than $200,000,000. Section 10.5. Limitation on Liens. The Company will not, and will not permit any Subsidiary to, create or incur, or suffer to be incurred or to exist, any Lien on its or their property or assets, whether now owned or hereafter acquired, or upon any income or profits therefrom, or transfer any property for the purpose of subjecting the same to the payment of obligations in priority to the payment of its or their general creditors, or acquire or agree to acquire, or permit any Subsidiary to acquire, any property or assets upon conditional sales agreements or other title retention devices, except: -22- 29 (a) Liens for property taxes and assessments or governmental charges or levies and Liens securing claims or demands of mechanics and materialmen; provided that payment thereof is not at the time required by SECTION 9.4; (b) Liens of or resulting from any judgment or award, the time for the appeal or petition for rehearing of which shall not have expired, or in respect of which the Company or a Subsidiary shall at any time in good faith be prosecuting an appeal or proceeding for a review and in respect of which a stay of execution pending such appeal or proceeding for review shall have been secured; (c) Liens incidental to the conduct of business or the ownership of properties and assets (including Liens in connection with worker's compensation, unemployment insurance and other like laws, warehousemen's and attorneys' liens and statutory landlords' liens) and Liens to secure the performance of bids, tenders or trade contracts, or to secure statutory obligations, surety or appeal bonds or other Liens of like general nature, in any such case incurred in the ordinary course of business and not in connection with the borrowing of money; provided in each case, the obligation secured is not overdue or, if overdue, is being contested in good faith by appropriate actions or proceedings; (d) survey exceptions, encumbrances, easements or reservations, or rights of others for rights-of-way, utilities and other similar purposes, or zoning or other restrictions as to the use of real properties, in each case, which are necessary for the conduct of the activities of the Company and its Subsidiaries or which customarily exist on properties of corporations engaged in similar activities and similarly situated and which do not in any event materially impair their use in the operation of the business of the Company and its Subsidiaries; (e) Liens securing Debt of a Subsidiary to the Company or to another Wholly-owned Subsidiary; (f) Liens existing as of the date of the Closing and securing Debt of the Company and its Subsidiaries described on SCHEDULE 5.15 hereto; (g) Liens created or incurred after the date of the Closing given to secure the payment of the purchase price incurred in connection with the acquisition or purchase or the cost of construction of property or of assets useful and intended to be used in carrying on the business of the Company or a Subsidiary, including Liens existing on such property or assets at the time of acquisition thereof or at the time of completion of construction, as the case may be, whether or not such existing Liens were given to secure the payment of the acquisition or purchase price or cost of construction, as the case may be, of the property or assets to which they attach; provided that (i) the Lien shall attach solely to the property or assets acquired, purchased or constructed, (ii) such Lien shall have been created or -23- 30 incurred within 180 days of the date of acquisition or purchase or completion of construction, as the case may be (with the exception that in the case of the construction or acquisition of improvements to real estate, such Liens shall be created or incurred within 180 days of the date of construction or acquisition of such improvements and not the acquisition of the land on which such improvements are located), (iii) at the time of acquisition or purchase or of completion of construction of such property or assets, the aggregate amount remaining unpaid on all Debt secured by Liens on such property or assets, whether or not assumed by the Company or a Subsidiary, shall not exceed an amount equal to 100% of the lesser of the total purchase price or Fair Market Value at the time of acquisition or purchase (as determined in good faith by a Senior Financial Officer of the Company) or the cost of construction on the date of completion thereof, (iv) Debt secured by any such Lien shall have been created or incurred within the applicable limitations provided in SECTIONS 10.1 and 10.2, and (v) at the time of creation, issuance, assumption, guarantee or incurrence of the Debt secured by such Lien and after giving effect thereto and to the application of the proceeds thereof, no Default or Event of Default would exist; (h) Liens securing operating leases pursuant to which the Company or a Subsidiary is lessee (excluding financing leases, synthetic leases and similar arrangements), including precautionary Uniform Commercial Code financing statements filed in connection with such operating leases; provided that the Lien shall attach solely to the property or assets leased; (i) any extension, renewal or refunding of any Lien permitted by the preceding clause (f) of this SECTION 10.5 in respect of the same property theretofore subject to such Lien in connection with the extension, renewal or refunding of the Debt secured thereby; provided that (i) such extension, renewal or refunding of Debt shall be without increase in the principal amount remaining unpaid as of the date of such extension, renewal or refunding, (ii) such Lien shall attach solely to the same such property, (iii) the principal amount remaining unpaid as of the date of such extension, renewal or refunding of Debt is less than or equal to the Fair Market Value of the property (determined in good faith by the Board or Directors of the Company) to which such Lien is attached, and (iv) at the time of such extension, renewal or refunding and after giving effect thereto, no Default or Event of Default would exist; (j) Liens created or incurred after the date of the Closing given to secure Debt of the Company or any Subsidiary in addition to the Liens permitted by the preceding clauses (a) through (i) hereof; provided that (i) all Debt secured by such Liens shall have been incurred within the applicable limitations provided in SECTIONS 10.1 and 10.2 and (ii) at the time of creation, issuance, assumption, guarantee or incurrence of the Debt secured by such Lien and after giving effect thereto and to the application of the proceeds thereof, no Default or Event of Default would exist. Section 10.6. Restricted Payments and Restricted Investments. (a) The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, or through any Affiliate, declare or make, or incur any liability to declare or make, any Restricted Payment or Restricted Investment unless immediately prior to and after giving effect to the proposed Restricted Payment or Restricted Investment, no Default or Event of Default would exist. -24- 31 (b) The Company will not declare any dividend which constitutes a Restricted Payment payable more than 60 days after the date of declaration thereof. Section 10.7. Mergers, Consolidations and Sales of Assets. (a) The Company will not, and will not permit any Subsidiary to, consolidate with or be a party to a merger with any other Person, or sell, lease or otherwise dispose of all or substantially all of its assets; provided that: (i) any Subsidiary may merge or consolidate with or into, or transfer all or substantially all of its assets to, the Company or any Wholly-owned Subsidiary so long as in (1) any merger or consolidation involving the Company, the Company shall be the surviving or continuing corporation and (2) in any merger or consolidation involving one or more Wholly-owned Subsidiaries (and not the Company), a Wholly-owned Subsidiary shall be the surviving or continuing corporation; (ii) the Company may consolidate or merge with or into any other corporation if (1) the corporation which results from such consolidation or merger is the Company or another corporation (the "surviving corporation") organized under the laws of any state of the United States or the District of Columbia or Canada, (2) if the Company is not the surviving corporation, the due and punctual payment of the principal of and premium, if any, and interest on all of the Notes, according to their tenor, and the due and punctual performance and observation of all of the covenants in the Notes and this Agreement to be performed or observed by the Company are expressly assumed in writing by the surviving corporation and the surviving corporation shall furnish to the holders of the Notes an opinion of counsel satisfactory to such holders to the effect that the instrument of assumption has been duly authorized, executed and delivered and constitutes the legal, valid and binding contract and agreement of the surviving corporation enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors' rights generally and by general equitable principles, and (3) at the time of such consolidation or merger and immediately after giving effect thereto, no Default or Event of Default would exist; (iii) the Company may sell or otherwise dispose of all or substantially all of its assets to any Person for consideration which represents the Fair Market Value of such assets (as determined in good faith by the Board of Directors of the Company) at the time of such sale or other disposition if (1) the acquiring Person is a corporation organized under the laws of any state of the United States or the District of Columbia or Canada, (2) the due and punctual payment of the principal of and premium, if any, and interest on all the Notes, according to their tenor, and the due and punctual performance and observance of all of the covenants in the Notes and in this Agreement to be performed or observed by the Company are expressly assumed in writing by the acquiring corporation and the acquiring corporation shall furnish to the holders of the Notes an opinion of counsel satisfactory to such holders to the effect that the instrument of assumption has been duly authorized, executed and delivered and constitutes the legal, valid and binding contract and agreement of such acquiring corporation enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency, -25- 32 reorganization, moratorium and similar laws affecting the enforcement of creditors' rights generally and by general equitable principles, and (3) at the time of such sale or disposition and immediately after giving effect thereto, no Default or Event of Default would exist. (b) The Company will not, and will not permit any Subsidiary to, sell, lease, transfer, abandon or otherwise dispose of assets (except assets sold in the ordinary course of business for Fair Market Value and except as provided in SECTION 10.7(a)(iii) and SECTION 10.7(c)); provided that the foregoing restrictions do not apply to: (i) the sale, lease, transfer or other disposition of assets of a Subsidiary to the Company or a Wholly-owned Subsidiary; or (ii) the sale by the Company or any Subsidiary of receivables (whether with or without recourse to the Company or any Subsidiary) pursuant to one or more bona fide securitization transactions effected under terms and conditions customary in transactions of a similar nature, which sales are not accounted for under GAAP as secured loans and are, in the good faith opinion of a Senior Financial Officer of the Company, for fair value and in the best interests of the Company and its Subsidiaries, provided that (A) recourse to the Company or any Subsidiary in connection with any such sale of receivables shall be limited to (x) Securitization Recourse Obligations in an amount not in excess of 5% of the cash consideration received by the Company or any Subsidiary for such receivables and (y) repurchase, substitution or indemnification obligations customarily provided for in asset securitization transactions and arising from breaches of representations or warranties made by the Company or a Subsidiary in connection with such sale, (B) after giving effect to such sale of receivables, the aggregate amount of receivables sold by the Company and its Subsidiaries in securitization transactions and which shall then be outstanding shall not exceed $150,000,000 and (C) at the time of such sale of receivables and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing. (iii) the sale of assets (including Subsidiary Stock disposed of pursuant to SECTION 10.7(c)) for cash or other property to a Person or Persons other than an Affiliate if all of the following conditions are met: (1) such assets (valued at net book value) do not, together with all other assets of the Company and its Subsidiaries previously disposed of during the most recently ended period of twelve consecutive months (other than in the ordinary course of business and other than pursuant to SECTIONS 10.7(b)(i) and (ii)), exceed 15% of Consolidated Tangible Assets determined as of the end of the immediately preceding fiscal year; (2) in the opinion of the Company's Board of Directors, the sale is adequate and satisfactory and is in the best interests of the Company; and -26- 33 (3) immediately after the consummation of the transaction and after giving effect thereto, no Default or Event of Default would exist; provided, however, that if an amount equal to the Net Proceeds of any sale, lease or other disposition of assets are applied to (x) a Debt Prepayment Application within 360 days after such sale, lease or other disposition, or (y) a Property Reinvestment Application within 180 days before or 360 days after such sale, lease or other disposition (but in any event, within the same fiscal year of such sale, lease or other disposition), then such sale, lease or other disposition shall not be included in any computations under SECTION 10.7(b)(iii) as of a date on or after the Net Proceeds are so applied; provided, that in the good faith opinion of the Board of Directors of the Company, such sale, lease or other disposition is in exchange for consideration having a Fair Market Value at least equal to that of the property and assets exchanged and is in the best interest of the Company or such Subsidiary. (c) The Company will not sell, transfer or otherwise dispose of any Subsidiary Stock of a Subsidiary (except to qualify directors or in connection with a merger or consolidation permitted under SECTION 10.7(a)(i)) or any Debt of any Subsidiary, and will not permit any Subsidiary to sell, transfer or otherwise dispose of any Subsidiary Stock or Debt of any Subsidiary (other than to the Company or a Wholly-owned Subsidiary), unless: (i) simultaneously with such sale, transfer or disposition, all shares of Subsidiary Stock and all Debt of such Subsidiary at the time owned by the Company and by every other Subsidiary shall be sold, transferred or disposed of as an entirety; (ii) the Board of Directors of the Company shall have determined, as evidenced by a resolution thereof, that the proposed sale, transfer or disposition of said shares of Subsidiary Stock and Debt is in the best interest of the Company; (iii) said shares of Subsidiary Stock and Debt are sold, transferred or otherwise disposed of to a Person on terms and for consideration reasonably deemed by the Board of Directors of the Company to be adequate and satisfactory; (iv) the Subsidiary being disposed of shall not have any continuing investment in the Company or any other Subsidiary not being simultaneously disposed of; and (v) such sale, transfer or other disposition shall be treated as a disposition under and shall satisfy the requirements of SECTION 10.7(b)(iii) hereof. (d) The Company will not permit any Subsidiary to issue any Subsidiary Stock of such Subsidiary to any Person other than the Company or a Wholly-owned Subsidiary except (i) to qualify directors or (ii) in connection with an issuance of Subsidiary Stock pursuant to which the Minority Interests in such Subsidiary, after giving effect to such issuance, do not exceed 10%. Section 10.8. Transactions with Affiliates. The Company will not, and will not permit any Subsidiary to, enter into or be a party to any transaction or arrangement (including, without -27- 34 limitation, the purchase, sale or exchange of property or the rendering of any service) with any Affiliate (other than the Company or a Wholly-owned Subsidiary), except in the ordinary course of and pursuant to the reasonable requirements of the Company's or such Subsidiary's business and upon fair and reasonable terms no less favorable to the Company or such Subsidiary than would obtain in a comparable arm's-length transaction with a Person other than an Affiliate. Section 10.9. Restrictive Agreements. The Company will not, and will not permit any Subsidiary to, enter into or suffer to exist, any agreement with any Person which prohibits or limits the ability of any Subsidiary to (a) pay dividends or make other distributions to the Company or prepay any Debt owed to the Company or (b) transfer any of its properties or assets to the Company (other than with respect to Liens permitted by SECTION 10.5). Section 10.10. Significant Subsidiaries. (a) The Company will not at any time, on the basis of the then most recently available financial statements delivered by the Company pursuant to SECTION 7.1(a) or SECTION 7.1(b), permit all of the then existing Significant Subsidiaries, together with the Company, to account for less than 85% of Consolidated Total Assets as at the end of the immediately preceding fiscal quarter of the Company (for these purposes the respective total assets of the Company and each Significant Subsidiary shall include its own current assets, long term receivables and investments, and fixed assets, all as reported within the Company's consolidated internal accounting systems after excluding intercompany receivables). (b) If at any time, the Company and all of the then existing Significant Subsidiaries do not together account for 85% or more of Consolidated Total Assets, the Company shall promptly designate, by written notice to the holders of the Notes, such other Subsidiaries of the Company (which would not otherwise be Significant Subsidiaries) to be deemed Significant Subsidiaries hereunder so that such 85% threshold is satisfied. (c) The Company may designate any Subsidiary as a Significant Subsidiary and may de-designate any Significant Subsidiary identified in SCHEDULE 5.4 or in an officer's certificate pursuant to SECTION 7.2(b) or previously designated as a Significant Subsidiary pursuant to the requirements of this SECTION 10.10; provided that: (i) the Company shall have given not less than 10 days' prior written notice to the holders of the Notes of such designation or de-designation; (ii) at the time of such designation or de-designation and immediately after giving effect thereto no Default or Event of Default shall exist; (iii) in the case of the designation of a Subsidiary as a Significant Subsidiary, such Subsidiary shall not at any time after the date of this Agreement have previously been designated as a Significant Subsidiary more than once; and (iv) in the case of the de-designation of a Significant Subsidiary, such Significant Subsidiary shall not at any time after the date of this Agreement have previously been de-designated more than once. -28- 35 SECTION 11. EVENTS OF DEFAULT. An "Event of Default" shall exist if any of the following conditions or events shall occur and be continuing: (a) the Company defaults in the payment of any principal or Make-Whole Amount, if any, on any Note when the same becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise; or (b) the Company defaults in the payment of any interest on any Note for more than five Business Days after the same becomes due and payable; or (c) the Company defaults in the performance of or compliance with any term contained in SECTIONS 10.1 through 10.8; or (d) the Company defaults in the performance of or compliance with any term contained herein (other than those referred to in paragraphs (a), (b) and (c) of this SECTION 11) and such default is not remedied within 30 days after the earlier of (i) a Responsible Officer obtaining actual knowledge of such default and (ii) the Company receiving written notice of such default from any holder of a Note (any such written notice to be identified as a "notice of default" and to refer specifically to this paragraph (d) of SECTION 11); or (e) any representation or warranty made in writing by or on behalf of the Company or by any officer of the Company in this Agreement or in any writing furnished pursuant to this Agreement proves to have been false or incorrect in any Material respect on the date as of which made; or (f) (i) the Company or any Significant Subsidiary is in default (as principal or as guarantor or other surety) in the payment of any principal of or premium or make-whole amount or interest on any Debt that is outstanding in an aggregate principal amount of at least $10,000,000 beyond any period of grace provided with respect thereto, or (ii) the Company or any Significant Subsidiary is in default in the performance of or compliance with any term of any evidence of any Debt in an aggregate outstanding principal amount of at least $10,000,000 or of any mortgage, indenture or other agreement relating thereto or any other condition exists, and as a consequence of such default or condition such Debt has become, or has been declared, due and payable before its stated maturity or before its regularly scheduled dates of payment, or (iii) as a consequence of the occurrence or continuation of any event or condition (other than the passage of time or the right of the holder of Debt to convert such Debt into equity interests), (1) the Company or any Significant Subsidiary has become obligated to purchase or repay Debt before its regular maturity or before its regularly scheduled dates of payment in an aggregate outstanding principal amount of at least $10,000,000 or (2) one or more Persons have the right to require the Company or any Significant Subsidiary to purchase or repay such Debt and have exercised such right; or -29- 36 (g) the Company or any Significant Subsidiary (i) is generally not paying, or admits in writing its inability to pay, its debts as they become due, (ii) files, or consents by answer or otherwise to the filing against it of, a petition for relief or reorganization or arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy, insolvency, reorganization, moratorium or other similar law of any jurisdiction, (iii) makes an assignment for the benefit of its creditors, (iv) consents to the appointment of a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property, (v) is adjudicated as insolvent or to be liquidated, or (vi) takes corporate action for the purpose of any of the foregoing; or (h) a court or Governmental Authority of competent jurisdiction enters an order appointing, without consent by the Company or any of its Significant Subsidiaries, a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property, or constituting an order for relief or approving a petition for relief or reorganization or any other petition in bankruptcy or for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution, winding-up or liquidation of the Company or any of its Significant Subsidiaries, or any such petition shall be filed against the Company or any of its Significant Subsidiaries and such petition shall not be dismissed within 60 days; or (i) a final judgment or judgments for the payment of money aggregating in excess of $5,000,000 are rendered against one or more of the Company and its Significant Subsidiaries and which judgments are not, within 60 days after entry thereof, bonded, discharged or stayed pending appeal, or are not discharged within 60 days after the expiration of such stay; or (j) if (i) any Plan shall fail to satisfy the minimum funding standards of ERISA or the Code for any plan year or part thereof or a waiver of such standards or extension of any amortization period is sought or granted under section 412 of the Code, (ii) a notice of intent to terminate any Plan shall have been or is reasonably expected to be filed with the PBGC or the PBGC shall have instituted proceedings under ERISA Section 4042 to terminate or appoint a trustee to administer any Plan or the PBGC shall have notified the Company or any ERISA Affiliate that a Plan may become a subject of any such proceedings, (iii) the aggregate "amount of unfunded benefit liabilities" (within the meaning of Section 4001(a)(18) of ERISA) under all Plans, determined in accordance with Title IV of ERISA, shall exceed $25,000,000, (iv) the Company or any ERISA Affiliate shall have incurred or is reasonably expected to incur any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, (v) the Company or any ERISA Affiliate withdraws from any Multiemployer Plan, or (vi) the Company or any Subsidiary establishes or amends any employee welfare benefit plan that provides post-employment welfare benefits in a manner that would increase the liability of the Company or any Subsidiary thereunder; and any such event or events described in clauses (i) through (vi) above, either individually or together with any other such event or events, could reasonably be expected to have a Material Adverse Effect. -30- 37 As used in SECTION 11(j), the terms "employee benefit plan" and "employee welfare benefit plan" shall have the respective meanings assigned to such terms in Section 3 of ERISA. SECTION 12. REMEDIES ON DEFAULT, ETC. Section 12.1. Acceleration. (a) If an Event of Default with respect to the Company described in paragraph (g) or (h) of SECTION 11 (other than an Event of Default described in clause (i) of paragraph (g) or described in clause (vi) of paragraph (g) by virtue of the fact that such clause encompasses clause (i) of paragraph (g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. (b) If any other Event of Default has occurred and is continuing, any holder or holders of more than 50% in principal amount of the Notes at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes then outstanding to be immediately due and payable. (c) If any Event of Default described in paragraph (a) or (b) of SECTION 11 has occurred and is continuing, any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable. Upon any Note's becoming due and payable under this SECTION 12.1, whether automatically or by declaration, such Note will forthwith mature and the entire unpaid principal amount of such Note, plus (i) all accrued and unpaid interest thereon and (ii) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Company acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from repayment by the Company (except as herein specifically provided for), and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances. Section 12.2. Other Remedies. If any Default or Event of Default has occurred and is continuing, and irrespective of whether any Notes have become or have been declared immediately due and payable under Section 12.1, the holder of any Note at the time outstanding may proceed to protect and enforce the rights of such holder by an action at law, suit in equity or other appropriate proceeding, whether for the specific performance of any agreement contained herein or in any Note, or for an injunction against a violation of any of the terms hereof or thereof, or in aid of the exercise of any power granted hereby or thereby or by law or otherwise. Section 12.3. Rescission. At any time after any Notes have been declared due and payable pursuant to clause (b) or (c) of SECTION 12.1, the holders of more than 50% in principal amount of the Notes then outstanding, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on the Notes, all principal of and Make-Whole Amount, if any, on any Notes that are due and payable -31- 38 and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to SECTION 17, and (c) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this SECTION 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. Section 12.4. No Waivers or Election of Remedies, Expenses, Etc. No course of dealing and no delay on the part of any holder of any Note in exercising any right, power or remedy shall operate as a waiver thereof or otherwise prejudice such holder's rights, powers or remedies. No right, power or remedy conferred by this Agreement or by any Note upon any holder thereof shall be exclusive of any other right, power or remedy referred to herein or therein or now or hereafter available at law, in equity, by statute or otherwise. Without limiting the obligations of the Company under SECTION 15, the Company will pay to the holder of each Note on demand such further amount as shall be sufficient to cover all costs and expenses of such holder incurred in any enforcement or collection under this SECTION 12, including, without limitation, reasonable attorneys' fees, expenses and disbursements. SECTION 13. REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES. Section 13.1. Registration of Notes. The Company shall keep at its principal executive office a register for the registration and registration of transfers of Notes. The name and address of each holder of one or more Notes, each transfer thereof and the name and address of each transferee of one or more Notes shall be registered in such register. Prior to due presentment for registration of transfer, the Person in whose name any Note shall be registered shall be deemed and treated as the owner and holder thereof for all purposes hereof, and the Company shall not be affected by any notice or knowledge to the contrary. The Company shall give to any holder of a Note that is an Institutional Investor promptly upon request therefor, a complete and correct copy of the names and addresses of all registered holders of Notes. Section 13.2. Transfer and Exchange of Notes. Upon surrender of any Note at the principal executive office of the Company for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), the Company shall execute and deliver, at the Company's expense (except as provided below), one or more new Notes (as requested by the holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of EXHIBIT 1-A, EXHIBIT 1-B, EXHIBIT 1-C or EXHIBIT 1-D, as applicable. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer -32- 39 of Notes. Notes shall not be transferred in denominations of less than $1,000,000; provided that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representation set forth in SECTION 6.2. Section 13.3. Replacement of Notes. Upon receipt by the Company of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any Note (which evidence shall be, in the case of an Institutional Investor, notice from such Institutional Investor of such ownership and such loss, theft, destruction or mutilation), and (a) in the case of loss, theft or destruction, of indemnity reasonably satisfactory to it (provided that if the holder of such Note is, or is a nominee for, an original Purchaser or another holder of a Note with a minimum net worth of at least $10,000,000, such Person's own unsecured agreement of indemnity shall be deemed to be satisfactory), or (b) in the case of mutilation, upon surrender and cancellation thereof, the Company at its own expense shall execute and deliver, in lieu thereof, a new Note, dated and bearing interest from the date to which interest shall have been paid on such lost, stolen, destroyed or mutilated Note or dated the date of such lost, stolen, destroyed or mutilated Note if no interest shall have been paid thereon. SECTION 14. PAYMENTS ON NOTES. Section 14.1. Place of Payment. Subject to SECTION 14.2, payments of principal, Make-Whole Amount, if any, and interest becoming due and payable on the Notes shall be made in Cuyahoga County, Ohio, at the principal office of the Company in such jurisdiction or at the principal office of a bank or trust company in such jurisdiction or in Cleveland, Ohio, which the Company agrees to designate at any time when there is any holder of any Note not entitled to the benefits of SECTION 14.2. The Company may at any time, by notice to each holder of a Note, change the place of payment of the Notes so long as such place of payment shall be either the principal office of the Company in the United States of America or the principal office of a bank or trust company in the United States of America. Section 14.2. Home Office Payment. So long as you or your nominee shall be the holder of any Note, and notwithstanding anything contained in SECTION 14.1 or in such Note to the contrary, the Company will pay all sums becoming due on such Note for principal, Make-Whole Amount, if any, and interest by the method and at the address specified for such purpose below your name in SCHEDULE A, or by such other method or at such other address as you shall have from time to time specified to the Company in writing for such purpose, without the presentation or surrender of such Note or the making of any notation thereon, except that upon written request of the Company made concurrently with or reasonably promptly after payment or prepayment in full of any Note, you shall surrender such Note for cancellation, reasonably promptly after any such request, to the Company at its principal executive office or at the place of payment most -33- 40 recently designated by the Company pursuant to SECTION 14.1. Prior to any sale or other disposition of any Note held by you or your nominee you will, at your election, either endorse thereon the amount of principal paid thereon and the last date to which interest has been paid thereon or surrender such Note to the Company in exchange for a new Note or Notes pursuant to SECTION 13.2. The Company will afford the benefits of this SECTION 14.2 to any Institutional Investor that is the direct or indirect transferee of any Note purchased by you under this Agreement and that has made the same agreement relating to such Note as you have made in this SECTION 14.2. SECTION 15. EXPENSES, ETC. Section 15.1. Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable attorneys' fees of a special counsel and, if reasonably required, local or other counsel) incurred by you and each Other Purchaser or holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notes, or by reason of being a holder of any Note, and (b) the costs and expenses, including financial advisors' fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes. The Company will pay, and will save you and each other holder of a Note harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those retained by you). Section 15.2. Survival. The obligations of the Company under this SECTION 15 will survive the payment or transfer of any Note, the enforcement, amendment or waiver of any provision of this Agreement or the Notes, and the termination of this Agreement. SECTION 16. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by you of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of you or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed representations and warranties of the Company under this Agreement. Subject to the preceding sentence, this Agreement and the Notes embody the entire agreement and understanding between you and the Company and supersede all prior agreements and understandings relating to the subject matter hereof. -34- 41 SECTION 17. AMENDMENT AND WAIVER. Section 17.1. Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of SECTION 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to you unless consented to by you in writing, and (b) no such amendment or waiver may, without the written consent of the holders of all Notes of each Series at the time outstanding affected thereby, (i) subject to the provisions of SECTION 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make-Whole Amount on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (iii) amend any of SECTIONS 8, 11(a), 11(b), 12, 17 or 20. Section 17.2. Solicitation of Holders of Notes. (a) Solicitation. The Company will provide each holder of the Notes (irrespective of the amount of Notes then owned by it) with sufficient information, sufficiently far in advance of the date a decision is required, to enable such holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof or of the Notes. The Company will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to the provisions of this SECTION 17 to each holder of outstanding Notes promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite holders of Notes. (b) Payment. The Company will not directly or indirectly pay or cause to be paid any remuneration, whether by way of supplemental or additional interest, fee or otherwise, or grant any security, to any holder of Notes as consideration for or as an inducement to the entering into by any holder of Notes of any waiver or amendment of any of the terms and provisions hereof unless such remuneration is concurrently paid, or security is concurrently granted, on the same terms, ratably to each holder of Notes then outstanding even if such holder did not consent to such waiver or amendment. Section 17.3. Binding Effect, Etc. Any amendment or waiver consented to as provided in this Section 17 applies equally to all holders of Notes and is binding upon them and upon each future holder of any Note and upon the Company without regard to whether such Note has been marked to indicate such amendment or waiver. No such amendment or waiver will extend to or affect any obligation, covenant, agreement, Default or Event of Default not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Company and the holder of any Note nor any delay in exercising any rights hereunder or under any Note shall operate as a waiver of any rights of any holder of such Note. As used herein, the term "this Agreement" and references thereto shall mean this Agreement as it may from time to time be amended or supplemented. -35- 42 Section 17.4. Notes Held by Company, Etc. Solely for the purpose of determining whether the holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Agreement or the Notes, or have directed the taking of any action provided herein or in the Notes to be taken upon the direction of the holders of a specified percentage of the aggregate principal amount of Notes then outstanding, Notes directly or indirectly owned by the Company or any of its Affiliates shall be deemed not to be outstanding. SECTION 18. NOTICES. All notices and communications provided for hereunder shall be in writing and sent (a) by telefacsimile if the sender on the same day sends a confirming copy of such notice by a recognized overnight delivery service (charges prepaid), or (b) by registered or certified mail with return receipt requested (postage prepaid), or (c) by a recognized overnight delivery service (with charges prepaid). Any such notice must be sent: (i) if to you or your nominee, to you or it at the address specified for such communications in SCHEDULE A, or at such other address as you or it shall have specified to the Company in writing, (ii) if to any other holder of any Note, to such holder at such address as such other holder shall have specified to the Company in writing, or (iii) if to the Company, to the Company at its address set forth at the beginning hereof to the attention of Chief Financial Officer, or at such other address as the Company shall have specified to the holder of each Note in writing. Notices under this SECTION 18 will be deemed given only when actually received. SECTION 19. REPRODUCTION OF DOCUMENTS. This Agreement and all documents relating thereto, including, without limitation, (a) consents, waivers and modifications that may hereafter be executed, (b) documents received by you at the Closing (except the Notes themselves), and (c) financial statements, certificates and other information previously or hereafter furnished to you, may be reproduced by you by any photographic, photostatic, microfilm, microcard, miniature photographic or other similar process and you may destroy any original document so reproduced. The Company agrees and stipulates that, to the extent permitted by applicable law, any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding (whether or not the original is in existence and whether or not such reproduction was made by you in the regular course of business) and any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence. This SECTION 19 shall not prohibit the Company or any other holder of Notes from contesting any such reproduction to the same extent that it could contest the original, or from introducing evidence to demonstrate the inaccuracy of any such reproduction. -36- 43 SECTION 20. CONFIDENTIAL INFORMATION. For the purposes of this SECTION 20, "Confidential Information" means all material information delivered to you by or on behalf of the Company or any Subsidiary pursuant to this Agreement; provided that such term does not include information that (a) was publicly known or otherwise known to you prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by you or any Person acting on your behalf, (c) otherwise becomes known to you other than through disclosure by the Company or any Subsidiary or (d) constitutes financial statements delivered to you under SECTION 7.1 that are otherwise publicly available. You will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by you in good faith to protect confidential information of third parties delivered to you; provided that you may deliver or disclose Confidential Information to (i) your directors, trustees, officers, employees, agents, attorneys and affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by your Notes), (ii) your financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this SECTION 20, (iii) any other holder of any Note, (iv) any Institutional Investor to which you sell or offer to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this SECTION 20), (v) any Person from which you offer to purchase any security of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this SECTION 20), (vi) any federal or state regulatory authority having jurisdiction over you, (vii) the National Association of Insurance Commissioners or any similar organization, or any nationally recognized rating agency that requires access to information about your investment portfolio or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to you, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which you are a party or (z) if an Event of Default has occurred and is continuing, to the extent you may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under your Notes and this Agreement. In addition to the foregoing, you acknowledge that you are prohibited from any use of non-public Confidential Information you receive pursuant to SECTION 7 other than in connection with the administration of your investment in the Notes. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this SECTION 20 as though it were a party to this Agreement. On reasonable request by the Company in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company embodying the provisions of this SECTION 20. SECTION 21. SUBSTITUTION OF PURCHASER. You shall have the right to substitute any one of your Affiliates as the purchaser of the Notes that you have agreed to purchase hereunder, by written notice to the Company, which notice shall be signed by both you and such Affiliate, shall contain such Affiliate's agreement to be bound by this Agreement and shall contain a confirmation by such Affiliate of the accuracy -37- 44 with respect to it of the representations set forth in SECTION 6. Upon receipt of such notice, wherever the word "you" is used in this Agreement (other than in this SECTION 21), such word shall be deemed to refer to such Affiliate in lieu of you. In the event that such Affiliate is so substituted as a purchaser hereunder and such Affiliate thereafter transfers to you all of the Notes then held by such Affiliate, upon receipt by the Company of notice of such transfer, wherever the word "you" is used in this Agreement (other than in this SECTION 21), such word shall no longer be deemed to refer to such Affiliate, but shall refer to you, and you shall have all the rights of an original holder of the Notes under this Agreement. SECTION 22. MISCELLANEOUS. Section 22.1. Successors and Assigns. All covenants and other agreements contained in this Agreement by or on behalf of any of the parties hereto bind and inure to the benefit of their respective successors and assigns (including, without limitation, any subsequent holder of a Note) whether so expressed or not. Section 22.2. Payments Due on Non-Business Days. Anything in this Agreement or the Notes to the contrary notwithstanding, any payment of principal of or Make-Whole Amount or interest on any Note that is due on a date other than a Business Day shall be made on the next succeeding Business Day without including the additional days elapsed in the computation of the interest payable on such next succeeding Business Day. Section 22.3. Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall (to the full extent permitted by law) not invalidate or render unenforceable such provision in any other jurisdiction. Section 22.4. Construction. Each covenant contained herein shall be construed (absent express provision to the contrary) as being independent of each other covenant contained herein, so that compliance with any one covenant shall not (absent such an express contrary provision) be deemed to excuse compliance with any other covenant. Where any provision herein refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person. Where the character or amount of any asset or liability or item of income or expense is required to be determined or any consolidation or other accounting computation is required to be made by the Company for the purposes of this Agreement, the same shall be done by the Company in accordance with GAAP, to the extent applicable, except where such principles are inconsistent with the requirements of this Agreement. Section 22.5. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one instrument. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all, of the parties hereto. -38- 45 SECTION 22.6. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK, EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE. * * * * * -39- 46 If you are in agreement with the foregoing, please sign the form of agreement on the accompanying counterpart of this Agreement and return it to the Company, whereupon the foregoing shall become a binding agreement between you and the Company. Very truly yours, NORDSON CORPORATION By Name: Title Accepted as of . -------------------- [VARIATION] By ------------------------------ Name: Title: -40- 47 SCHEDULE A (to Note Purchase Agreement) INFORMATION RELATING TO PURCHASERS PRINCIPAL AMOUNT NAME AND ADDRESS OF SERIES A NOTES OF PURCHASER TO BE PURCHASED METROPOLITAN LIFE INSURANCE COMPANY $20,000,000 Private Placement Unit 334 Madison Avenue Convent Station, New Jersey 07961-0633 Attention: Director Fax Number: (973) 254-3032 Payments All payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds (identifying each payment as "Nordson Corporation, 6.79% Senior Notes, Series A, due May 15, 2006, PPN 655663 A@ 1, principal, premium or interest") to: The Chase Manhattan Bank New York, New York ABA #021-000-021 Account Number 002-2-410591 For credit to: Metropolitan Life Insurance Company Reference: PPN Number Notices All notices and communications, including notices with respect to payments and written confirmation of each such payment, to be addressed as first provided above with a copy to: Metropolitan Life Insurance Company One Madison Avenue New York, New York 10010 Attention: Lisa Korsten, Esq. (Area 6-H) Fax Number: (212) 251-1640 Name of Nominee in which Notes are to be issued: None Taxpayer I.D. Number: 13-5581829 SCHEDULE A (to Note Purchase Agreement) 48 PRINCIPAL AMOUNT NAME AND ADDRESS OF SERIES A NOTES OF PURCHASER TO BE PURCHASED THE CANADA LIFE ASSURANCE COMPANY $14,000,000 330 University Avenue, SP-11 Toronto, Ontario, Canada M5G 1R8 Attention: Paul English, U.S. Investments Division Payments All payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds (identifying each payment as "Nordson Corporation, 6.79% Senior Notes, Series A, due May 15, 2006, principal or interest") to: REGULAR PRINCIPAL AND INTEREST: Chase Manhattan Bank ABA #021-000-021 Account No. 900-9-000200 Trust Account No. G52708, The Canada Life Assurance Company Reference: PPN number, name of issuer, rate, maturity date, type of security, whether principal and/or interest and due date FOR CALL OR MATURITY: Chase Manhattan Bank ABA #021-000-021 Account No. 900-9-000192 Trust Account No. G52708, The Canada Life Assurance Company Reference: PPN number, name of issuer, rate, maturity date, type of security, whether principal and/or interest and effective date of call or maturity A-2 49 Notices Notices with respect to payments and written confirmation of each such payment to be addressed: Chase Manhattan Bank North American Insurance 3 Chase MetroTech Centre-6th Floor Brooklyn, New York 11245 Attention: Doll Balbadar With a copy to: The Canada Life Assurance Company 330 University Ave., SP-12 Securities Accounting Toronto, Ontario Canada M5G 1R8 All other notices and communications (including financial statements) to be addressed as first provided above. Name of Nominee in which Notes are to be issued: J. Romeo & Co. Taxpayer I.D.: 38-0397420 A-3 50 PRINCIPAL AMOUNT NAME AND ADDRESS OF SERIES A NOTES OF PURCHASER TO BE PURCHASED THE CANADA LIFE ASSURANCE COMPANY $300,000 330 University Avenue, SP-11 Toronto, Ontario, Canada M5G 1R8 Attention: Paul English, U.S. Investments Division Payments All payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds (identifying each payment as "Nordson Corporation, 6.79% Senior Notes, Series A, due May 15, 2006, principal or interest") to: REGULAR PRINCIPAL AND INTEREST: Chase Manhattan Bank ABA #021-000-021 Account No. 900-9-000200 Trust Account No. G52724, The Canada Life Assurance Company Reference: PPN number, name of issuer, rate, maturity date, type of security, whether principal and/or interest and due date FOR CALL OR MATURITY: Chase Manhattan Bank ABA #021-000-021 Account No. 900-9-000192 Trust Account No. G52724, The Canada Life Assurance Company Reference: PPN number, name of issuer, rate, maturity date, type of security, whether principal and/or interest and effective date of call or maturity A-4 51 Notices Notices with respect to payments and written confirmation of each such payment to be addressed: Chase Manhattan Bank North American Insurance 3 Chase MetroTech Centre-6th Floor Brooklyn, New York 11245 Attention: Doll Balbadar With a copy to: The Canada Life Assurance Company 330 University Ave., SP-12 Securities Accounting Toronto, Ontario Canada M5G 1R8 All other notices and communications (including financial statements) to be addressed as first provided above. Name of Nominee in which Notes are to be issued: J. Romeo & Co. Taxpayer I.D.: 38-0397420 A-5 52 PRINCIPAL AMOUNT NAME AND ADDRESS OF SERIES A NOTES OF PURCHASER TO BE PURCHASED THE CANADA LIFE ASSURANCE COMPANY $375,000 330 University Avenue, SP-11 Toronto, Ontario, Canada M5G 1R8 Attention: Paul English, U.S. Investments Division Payments All payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds (identifying each payment as "Nordson Corporation, 6.79% Senior Notes, Series A, due May 15, 2006, principal or interest") to: REGULAR PRINCIPAL AND INTEREST: Chase Manhattan Bank ABA #021-000-021 Account No. 900-9-000200 Trust Account No. G08798, The Canada Life Assurance Company Reference: PPN number, name of issuer, rate, maturity date, type of security, whether principal and/or interest and due date FOR CALL OR MATURITY: Chase Manhattan Bank ABA #021-000-021 Account No. 900-9-000192 Trust Account No. G08798, The Canada Life Assurance Company Reference: PPN number, name of issuer, rate, maturity date, type of security, whether principal and/or interest and effective date of call or maturity A-6 53 Notices Notices with respect to payments and written confirmation of each such payment to be addressed: Chase Manhattan Bank North American Insurance 3 Chase MetroTech Centre-6th Floor Brooklyn, New York 11245 Attention: Doll Balbadar With a copy to: The Canada Life Assurance Company 330 University Ave., SP-12 Securities Accounting Toronto, Ontario Canada M5G 1R8 All other notices and communications (including financial statements) to be addressed as first provided above. Name of Nominee in which Notes are to be issued: J. Romeo & Co. Taxpayer I.D.: 38-0397420 A-7 54 PRINCIPAL AMOUNT NAME AND ADDRESS OF SERIES A NOTES OF PURCHASER TO BE PURCHASED CANADA LIFE INSURANCE COMPANY OF NEW YORK $325,000 330 University Avenue, SP-11 Toronto, Ontario, Canada M5G 1R8 Attention: Paul English, U.S. Investments Division Payments All payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds (identifying each payment as "Nordson Corporation, 6.79% Senior Notes, Series A, due May 15, 2006, principal or interest") to: REGULAR PRINCIPAL AND INTEREST: Chase Manhattan Bank ABA #021-000-021 Account No. 900-9-000200 Trust Account No. G52685, Canada Life Insurance Company of New York Reference: PPN number, name of issuer, rate, maturity date, type of security, whether principal and/or interest and due date FOR CALL OR MATURITY: Chase Manhattan Bank ABA #021-000-021 Account No. 900-9-000192 Trust Account No. G52685, Canada Life Insurance Company of New York Reference: PPN number, name of issuer, rate, maturity date, type of security, whether principal and/or interest and effective date of call or maturity A-8 55 Notices Notices with respect to payments and written confirmation of each such payment to be addressed: Chase Manhattan Bank North American Insurance 3 Chase MetroTech Centre-6th Floor Brooklyn, New York 11245 Attention: Doll Balbadar With a copy to: The Canada Life Assurance Company 330 University Ave., SP-12 Securities Accounting Toronto, Ontario Canada M5G 1R8 All other notices and communications (including financial statements) to be addressed as first provided above. Name of Nominee in which Notes are to be issued: J. Romeo & Co. Taxpayer I.D.: 13-2690792 A-9 56 PRINCIPAL AMOUNT NAME AND ADDRESS OF SERIES A NOTES OF PURCHASER TO BE PURCHASED NATIONWIDE LIFE INSURANCE COMPANY $5,000,000 One Nationwide Plaza (1-33-07) Columbus, Ohio 43215-2220 Attention: Corporate Fixed-Income Securities Facsimile: (614) 249-4553 Payments All notices of payment on or in respect of the Notes and written confirmation of each such payment to: The Bank of New York ABA #021-000-018 BNF: IOC566 F/A/O Nationwide Life Insurance Company Attention: P&I Department PPN 655663 A@ 1 Security Description: Nordson Corporation, 6.79% Senior Notes, Series A, due May 15, 2006 Notices All notices of payment on or in respect of the Notes and written confirmation of each such payment to: Nationwide Life Insurance Company c/o The Bank of New York P. O. Box 19266 Newark, New Jersey 07195 Attention: P&I Department With a copy to: Nationwide Life Insurance Company One Nationwide Plaza (1-32-05) Columbus, Ohio 43215-2220 Attention: Investment Accounting All notices and communications other than those in respect to payments to be addressed as first provided above. A-10 57 Name of Nominee in which Notes are to be issued: None Taxpayer I.D. Number: 31-4156830 A-11 58 PRINCIPAL AMOUNT NAME AND ADDRESS OF SERIES B NOTES OF PURCHASER TO BE PURCHASED TEACHERS INSURANCE AND ANNUITY $15,000,000 ASSOCIATION OF AMERICA 730 Third Avenue New York, New York 10017-3206 Payments All payments on or in respect of the Notes shall be made in immediately available funds at the opening of business on the due date by electronic funds transfer through the Automated Clearing House System to: Chase Manhattan Bank ABA #021-000-021 Account of: Teachers Insurance and Annuity Association of America Account Number 900-9-000200 For further credit to the TIAA Account Number: G07040 Reference: PPN#/Issuer/Mat. Date/Coupon Rate/P&I Breakdown Notices Contemporaneous with the above electronic funds transfer, advice setting forth (1) the full name, private placement number and interest rate of the Note; (2) allocation of payment between principal, interest, premium and any special payment; and (3) name and address of Bank (or Trustee) from which wire transfer was sent, shall be delivered, mailed or faxed to: Teachers Insurance and Annuity Association of America 730 Third Avenue New York, New York 10017-3206 Attention: Securities Accounting Division Telephone: (212) 916-6004 Fax: (212) 916-6955 A-12 59 All other notices and communications shall be delivered or mailed to: Teachers Insurance and Annuity Association of America 730 Third Avenue New York, New York 10017-3206 Attention: Securities Division Telephone: (212) 916-4119 (Greg Spilberg) (212) 490-9000 (General Number) Fax: (212) 916-6582 (Team Fax Number) Name of Nominee in which Notes are to be issued: None Taxpayer I.D. Number: 13-1624203 A-13 60 PRINCIPAL AMOUNT NAME AND ADDRESS OF SERIES B NOTES OF PURCHASER TO BE PURCHASED NATIONWIDE LIFE INSURANCE COMPANY $3,000,000 One Nationwide Plaza (1-33-07) Columbus, Ohio 43215-2220 Attention: Corporate Fixed-Income Securities Facsimile: (614) 249-4553 Payments All notices of payment on or in respect of the Notes and written confirmation of each such payment to: The Bank of New York ABA #021-000-018 BNF: IOC566 F/A/O Nationwide Life Insurance Company Attention: P&I Department PPN 655663 A# 9 Security Description: Nordson Corporation, 7.11% Senior Notes, Series B, due May 15, 2008 Notices All notices of payment on or in respect of the Notes and written confirmation of each such payment to: Nationwide Life Insurance Company c/o The Bank of New York P. O. Box 19266 Newark, New Jersey 07195 Attention: P&I Department With a copy to: Nationwide Life Insurance Company One Nationwide Plaza (1-32-05) Columbus, Ohio 43215-2220 Attention: Investment Accounting All notices and communications other than those in respect to payments to be addressed as first provided above. A-14 61 Name of Nominee in which Notes are to be issued: None Taxpayer I.D. Number: 31-4156830 A-15 62 PRINCIPAL AMOUNT NAME AND ADDRESS OF SERIES B NOTES OF PURCHASER TO BE PURCHASED NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY $2,000,000 One Nationwide Plaza (1-33-07) Columbus, Ohio 43215-2220 Attention: Corporate Fixed-Income Securities Facsimile: (614) 249-4553 Payments All notices of payment on or in respect of the Notes and written confirmation of each such payment to: WIRING INSTRUCTIONS: The Bank of New York ABA #021-000-018 BNF: IOC566 F/A/O Nationwide Life and Annuity Insurance Company Attention: P&I Department PPN 655663 A# 9 Security Description: Nordson Corporation, 7.11% Senior Notes, Series B, due May 15, 2008 Notices All notices of payment on or in respect of the Notes and written confirmation of each such payment to: Nationwide Life and Annuity Insurance Company c/o The Bank of New York P. O. Box 19266 Newark, New Jersey 07195 Attention: P&I Department With a copy to: Nationwide Life and Annuity Insurance Company One Nationwide Plaza (1-32-05) Columbus, Ohio 43215-2220 Attention: Investment Accounting All notices and communications other than those in respect to payments to be addressed as first provided above. A-16 63 Name of Nominee in which Notes are to be issued: None Taxpayer I.D. Number: 31-1000740 A-17 64 PRINCIPAL AMOUNT NAME AND ADDRESS OF SERIES C NOTES OF PURCHASER TO BE PURCHASED STATE FARM LIFE INSURANCE COMPANY $10,000,000 One State Farm Plaza Bloomington, Illinois 61710 Attention: Investment Department E-10 Payments All payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds (identifying each payment as "Nordson Corporation, 7.11% Senior Notes, Series C, due May 15, 2011, PPN 655663 B* 2, principal, premium or interest") to: The Chase Manhattan Bank ABA #021-000-021 SSG Private Income Processing A/C #900-9-000200 For Credit to: Account Number G 06893 Ref. PPN 655663 B* 2 Rate: 7.11% (Series C) Maturity Date: May 15, 2011 Notices All notices and communications to be addressed as first provided above with a copy to be addressed Attention: Investment Accounting Department D-3. Name of Nominee in which Notes are to be issued: None Taxpayer I.D. Number: 37-0533090 A-18 65 PRINCIPAL AMOUNT NAME AND ADDRESS OF SERIES C NOTES OF PURCHASER TO BE PURCHASED C.M. LIFE INSURANCE COMPANY $2,000,000 C/O MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY c/o David L. Babson & Company Inc. 1295 State Street Springfield, Massachusetts 01111 Attention: Securities Investment Division Payments All payments on or in respect of the Notes shall be made by crediting in the form of bank wire transfer of Federal or other immediately available funds (identifying each payment as Nordson Corporation, 7.11% Senior Notes, Series C, due May 15, 2011, PPN 655663 B* 2, principal, premium or interest) to: Citibank, N.A 111 Wall Street New York, New York 10043 ABA #021-000-089 For Segment 43 - Universal Life Account No. 4068-6561 Re: Description of security, principal and interest split With telephone advice of payment to the Securities Custody and Collection Department of David L. Babson & Company Inc. at (413) 744-5104 or (413) 744-5718. Notices All notices and communications to be addressed as first provided above, except notices with respect to payments to be addressed Attention: Securities Custody and Collection Department, F 381. Name of Nominee in which Notes are to be issued: None Taxpayer I.D. Number: 06-1041383 A-19 66 PRINCIPAL AMOUNT NAME AND ADDRESS OF SERIES C NOTES OF PURCHASER TO BE PURCHASED MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY $4,000,000 c/o David L. Babson & Company Inc. 1295 State Street Springfield, Massachusetts 01111 Attention: Securities Investment Division Payments All payments on or in respect of the Notes shall be made by crediting in the form of bank wire transfer of Federal or other immediately available funds (identifying each payment as "Nordson Corporation, 7.11% Senior Notes, Series C, due May 15, 2011, PPN 655663 B* 2, principal, premium or interest") to: Citibank, N.A 111 Wall Street New York, New York 10043 ABA #021-000-089 For MassMutual Spot Priced Contract Account No. 3890-4953 Re: Description of security, principal and interest split With telephone advice of payment to the Securities Custody and Collection Department of David L. Babson & Company Inc. at (413) 744-5104 or (413) 744-5718. Notices All notices and communications to be addressed as first provided above, except notices with respect to payments to be addressed Attention: Securities Custody and Collection Department, F 381. Name of Nominee in which Notes are to be issued: None Taxpayer I.D. Number: 04-1590850 A-20 67 PRINCIPAL AMOUNT NAME AND ADDRESS OF SERIES C NOTES OF PURCHASER TO BE PURCHASED MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY $2,000,000 c/o David L. Babson & Company Inc. 1295 State Street Springfield, Massachusetts 01111 Attention: Securities Investment Division Payments All payments on or in respect of the Notes shall be made by crediting in the form of bank wire transfer of Federal or other immediately available funds (identifying each payment as "Nordson Corporation, 7.11% Senior Notes, Series C, due May 15, 2011, PPN 655663 B* 2, principal, premium or interest") to: Chase Manhattan Bank, N.A. 4 Chase MetroTech Center New York, New York 10081 ABA #021-000-021 For MassMutual IFM Non-Traditional Account No. 910-2509073 Re: Description of security, principal and interest split With telephone advice of payment to the Securities Custody and Collection Department of David L. Babson & Company Inc. at (413) 744-5104 or (413) 744-5718. Notices All notices and communications to be addressed as first provided above, except notices with respect to payments to be addressed Attention: Securities Custody and Collection Department, F 381. Name of Nominee in which Notes are to be issued: None Taxpayer I.D. Number: 04-1590850 A-21 68 PRINCIPAL AMOUNT NAME AND ADDRESS OF SERIES C NOTES OF PURCHASER TO BE PURCHASED MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY $500,000 c/o David L. Babson & Company Inc. 1295 State Street Springfield, Massachusetts 01111 Attention: Securities Investment Division Payments All payments on or in respect of the Notes shall be made by crediting in the form of bank wire transfer of Federal or other immediately available funds (identifying each payment as "Nordson Corporation, 7.11% Senior Notes, Series C, due May 15, 2011, PPN 655663 B* 2, principal, premium or interest") to: Chase Manhattan Bank, N.A. 4 Chase MetroTech Center New York, New York 10081 ABA #021-000-021 For MassMutual Long Term Care Account No. 323133053 Re: Description of security, principal and interest split With telephone advice of payment to the Securities Custody and Collection Department of David L. Babson & Company Inc. at (413) 744-5104 or (413) 744-5718. Notices All notices and communications to be addressed as first provided above, except notices with respect to payments to be addressed Attention: Securities Custody and Collection Department, F 381. Name of Nominee in which Notes are to be issued: None Taxpayer I.D. Number: 04-1590850 A-22 69 PRINCIPAL AMOUNT NAME AND ADDRESS OF SERIES C NOTES OF PURCHASER TO BE PURCHASED MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY $6,850,000 c/o David L. Babson & Company Inc. 1295 State Street Springfield, Massachusetts 01111 Attention: Securities Investment Division Payments All payments on or in respect of the Notes shall be made by crediting in the form of bank wire transfer of Federal or other immediately available funds (identifying each payment as "Nordson Corporation, 7.11% Senior Notes, Series C, due May 15, 2011, PPN 655663 B* 2, principal, premium or interest") to: Citibank, N.A 111 Wall Street New York, New York 10043 ABA #021-000-089 For MassMutual Long-Term Pool Account No. 4067-3488 Re: Description of security, principal and interest split With telephone advice of payment to the Securities Custody and Collection Department of David L. Babson & Company Inc. at (413) 744-5104 or (413) 744-5718. Notices All notices and communications to be addressed as first provided above, except notices with respect to payments to be addressed Attention: Securities Custody and Collection Department, F 381. Name of Nominee in which Notes are to be issued: None Taxpayer I.D. Number: 04-1590850 A-23 70 PRINCIPAL AMOUNT NAME AND ADDRESS OF SERIES C NOTES OF PURCHASER TO BE PURCHASED MASSMUTUAL ASIA LIMITED $250,000 c/o David L. Babson & Company Inc. 1295 State Street Springfield, Massachusetts 01111 Attention: Securities Investment Division Payments All payments on or in respect of the Notes shall be made by crediting in the form of bank wire transfer of Federal or other immediately available funds (identifying each payment as "Nordson Corporation, 7.11% Senior Notes, Series C, due May 15, 2011, PPN 655663 B* 2, principal, premium or interest") to: Citibank, N.A 111 Wall Street New York, New York 10043 ABA #021-000-089 For MassMutual Spot Priced Contract Account No. 30413797 Re: Description of security, principal and interest split With telephone advice of payment to the Securities Custody and Collection Department of David L. Babson & Company Inc. at (413) 744-5104 or (413) 744-5718. Notices All notices and communications to be addressed as first provided above, except notices with respect to payments to be addressed Attention: Securities Custody and Collection Department, F 381. Name of Nominee in which Notes are to be issued: Gerlach & Co. Taxpayer I.D. Number: 04-1590850 A-24 71 PRINCIPAL AMOUNT NAME AND ADDRESS OF SERIES C NOTES OF PURCHASER TO BE PURCHASED MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY $4,400,000 c/o David L. Babson & Company Inc. 1295 State Street Springfield, Massachusetts 01111 Attention: Securities Investment Division Payments All payments on or in respect of the Notes shall be made by crediting in the form of bank wire transfer of Federal or other immediately available funds (identifying each payment as "Nordson Corporation, 7.11% Senior Notes, Series C, due May 15, 2011, PPN 655663 B* 2, principal, premium or interest") to: Chase Manhattan Bank, N.A. 4 Chase MetroTech Center New York, New York 10081 ABA #021-000-021 For MassMutual Pension Management Account No. 910-2594018 Re: Description of security, principal and interest split With telephone advice of payment to the Securities Custody and Collection Department of David L. Babson & Company Inc. at (413) 744-5104 or (413) 744-5718. Notices All notices and communications to be addressed as first provided above, except notices with respect to payments to be addressed Attention: Securities Custody and Collection Department, F 381. Name of Nominee in which Notes are to be issued: None Taxpayer I.D. Number: 04-1590850 A-25 72 PRINCIPAL AMOUNT NAME AND ADDRESS OF SERIES D NOTES OF PURCHASER TO BE PURCHASED TEACHERS INSURANCE AND ANNUITY $10,000,000 ASSOCIATION OF AMERICA 730 Third Avenue New York, New York 10017-3206 Payments All payments on or in respect of the Notes shall be made in immediately available funds at the opening of business on the due date by electronic funds transfer through the Automated Clearing House System to: Chase Manhattan Bank ABA #021-000-021 Account of: Teachers Insurance and Annuity Association of America Account Number 900-9-000200 For further credit to the TIAA Account Number: G07040 Reference: PPN#/Issuer/Mat. Date/Coupon Rate/P&I Breakdown Notices Contemporaneous with the above electronic funds transfer, advice setting forth (1) the full name, private placement number and interest rate of the Note; (2) allocation of payment between principal, interest, premium and any special payment; and (3) name and address of Bank (or Trustee) from which wire transfer was sent, shall be delivered, mailed or faxed to: Teachers Insurance and Annuity Association of America 730 Third Avenue New York, New York 10017-3206 Attention: Securities Accounting Division Telephone: (212) 916-6004 Fax: (212) 916-6955 A-26 73 All other notices and communications shall be delivered or mailed to: Teachers Insurance and Annuity Association of America 730 Third Avenue New York, New York 10017-3206 Attention: Securities Division Telephone: (212) 916-4119 (Greg Spilberg) (212) 490-9000 (General Number) Fax: (212) 916-6582 (Team Fax Number) Name of Nominee in which Notes are to be issued: None Taxpayer I.D. Number: 13-1624203 A-27 74 DEFINED TERMS As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term: "Affiliate" means, at any time, and with respect to any Person, (a) any other Person that at such time directly or indirectly through one or more intermediaries Controls, or is Controlled by, or is under common Control with, such first Person, and (b) any Person beneficially owning or holding, directly or indirectly, 10% or more of any class of voting or equity interests of the Company or any Subsidiary or any corporation of which the Company and its Subsidiaries beneficially own or hold, in the aggregate, directly or indirectly, 10% or more of any class of voting or equity interests. As used in this definition, "Control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. Unless the context otherwise clearly requires, any reference to an "Affiliate" is a reference to an Affiliate of the Company. "Business Day" means (a) for the purposes of SECTION 8.6 only, any day other than a Saturday, a Sunday or a day on which commercial banks in New York City are required or authorized to be closed, and (b) for the purposes of any other provision of this Agreement, any day other than a Saturday, a Sunday or a day on which commercial banks in Cleveland, Ohio or New York, New York, are required or authorized to be closed. "Capital Lease" means any lease the obligation for Rentals with respect to which is required to be capitalized on a consolidated balance sheet of the lessee and its subsidiaries in accordance with GAAP. "Change of Control" is defined in SECTION 8.3. "Change of Control Prepayment Date" is defined in SECTION 8.3. "Closing" is defined in SECTION 3. "Code" means the Internal Revenue Code of 1986, as amended from time to time, and the rules and regulations promulgated thereunder from time to time. "Company" means Nordson Corporation, an Ohio corporation, and any successor thereto pursuant to the terms hereof. "Company Notice" is defined in SECTION 8.3. "Confidential Information" is defined in SECTION 20. "Consolidated Cash Flow" for any period means the sum of (a) Consolidated EBITDA plus (without duplication), (b) the Consolidated EBITDA for such period of Persons acquired by the Company and its Subsidiaries during the most recently completed four fiscal quarters to the SCHEDULE B (to Note Purchase Agreement) A-28 75 extent that such Consolidated EBITDA of Persons acquired is confirmed by audited financial or other credible information relied on by the Company in good faith (which other information need not be audited or auditable), minus (ii) the Consolidated EBITDA for such period of Persons disposed of by the Company and its Subsidiaries during the most recently completed four fiscal quarters. "Consolidated EBITDA" for any period means the sum of (a) Consolidated Net Income during such period plus (to the extent deducted in determining Consolidated Net Income) (b) (i) all provisions for any Federal, state or local income taxes (U.S. or foreign) made by the Company and its Subsidiaries during such period, (ii) all provisions for depreciation and amortization (other than amortization of debt discount) made by the Company and its Subsidiaries during such period, and (iii) Consolidated Interest Expense during such period and (iv) all EBITDA Adjustments (defined below) during such period (less non-recurring gains). For purposes of calculating Consolidated EBITDA, the term "EBITDA Adjustments" shall mean (a) for calculations including any fiscal quarters in the fiscal years of the Company ending October 29, 2000 and October 28, 2001, non-cash charges taken by the Company during such fiscal quarters in connection with the Company's "Action 2000 Plan" up to an aggregate amount, for all such changes, not to exceed $11,000,000, and (b) in addition to the amounts set forth in clause (a), other non-cash charges taken by the Company during any fiscal quarter of the Company in accordance with GAAP, up to an aggregate amount for all such charges during any period of four consecutive fiscal quarters of the Company, not to exceed $8,000,000. "Consolidated Interest Expense" of the Company and its Subsidiaries for any period means, on a consolidated basis, eliminating inter-company items in accordance with GAAP the sum of (a) (i) all interest in respect of Debt of the Company and its Subsidiaries (including the interest component on Rentals on Capital Leases) accrued or capitalized during such period (whether or not actually paid during such period), (ii) all amortization of debt discount and expense on all Debt (including, without limitation, payment-in-kind, zero coupon and other like Securities) for which such calculations are being made and (iii) all program expenses under any receivables securitization program, plus (b)(i) without duplication, the interest expense for such period of Persons acquired by the Company and its Subsidiaries during the most recently completed four fiscal quarters to the extent that such interest expense of Persons acquired is confirmed by audited financial or other credible information relied upon by the Company in good faith (which other information need not be audited or auditable), minus (ii) the interest expense for such period of Persons disposed of by the Company and its Subsidiaries during the most recently completed four fiscal quarters. Computations of Consolidated Interest Expense on a pro forma basis for Debt having a variable interest rate shall be calculated at the rate in effect on the date of any determination. "Consolidated Net Income" for any period means the net income (or loss) of the Company and its Subsidiaries for such period, as determined in accordance with GAAP, after eliminating offsetting debits and credits between the Company and its Subsidiaries and all other items required to be eliminated in the course of the preparation of consolidated financial B-2 76 statements of the Company and its Subsidiaries in accordance with GAAP, and after eliminating earnings or losses attributable to outstanding Minority Interests, and excluding in any event: (a) net earnings of any business entity (other than a Subsidiary) in which the Company or any Subsidiary has an ownership interest unless such net earnings shall have actually been received by the Company or such Subsidiary in the form of cash distributions; and (b) any other non-recurring, extraordinary gain or loss during such period. "Consolidated Net Worth" means, as of the date of any determination, the sum of (a) stockholders' equity plus (b) Minority Interest accounts, each as would be shown on a consolidated balance sheet of the Company and its Subsidiaries prepared in accordance with GAAP as of such date. "Consolidated Priority Debt" means all Priority Debt of the Company and its Subsidiaries determined on a consolidated basis eliminating inter-company items. "Consolidated Tangible Assets" means the book value of all assets of the Company and its Subsidiaries minus goodwill and other general intangibles, as determined on a consolidated basis and in accordance with GAAP. "Consolidated Total Assets" means as of the date of any determination thereof, total assets of the Company and its Subsidiaries determined on a consolidated basis in accordance with GAAP. "Consolidated Total Debt" means all Debt of the Company and its Subsidiaries, determined on a consolidated basis eliminating inter-company items. "Credit Agreement" means that certain Credit Agreement dated as of May 17, 2001 among the Company, as borrower, and the KeyBank National Association, as Administrative Agent, Wachovia Bank, N.A., as Syndication Agent, Credit Lyonnais Chicago Branch, as Co-Documentation Agent, The Bank of Nova Scotia, as Co-Documentation Agent and the other financial institutions named therein, as amended, supplemented, modified, refinanced or replaced from time to time. "Debt" with respect to any Person means, at any time, without duplication, (a) its liabilities for borrowed money and its redemption obligations in respect of mandatorily redeemable Preferred Stock; (b) its liabilities for the deferred purchase price of property acquired by such Person (excluding accounts payable arising in the ordinary course of business but including all liabilities created or arising under any conditional sale or other title retention agreement with respect to any such property); B-3 77 (c) all liabilities appearing on its balance sheet in accordance with GAAP in respect of Capital Leases; (d) all liabilities for borrowed money secured by any Lien with respect to any property owned by such Person (whether or not it has assumed or otherwise become liable for such liabilities); (e) all its liabilities in respect of letters of credit or instruments serving a similar function issued or accepted for its account by banks and other financial institutions (whether or not representing obligations for borrowed money); (f) all obligations of such Person arising in connection with transactions and other arrangements which are treated by such Person for any purpose (including, without limitation, tax, state real estate, commercial law or bankruptcy) as financing arrangements or loans, or which give rise to the creation of indebtedness of such Person; (g) Swaps of such Person; (h) Securitization Recourse Obligations; and (i) any Guaranty of such Person with respect to liabilities of a type described in any of clauses (a) through (h) hereof. Debt of any Person shall include all obligations of such Person of the character described in clauses (a) through (i) to the extent such Person remains legally liable in respect thereof notwithstanding that any such obligation is deemed to be extinguished under GAAP. "Debt Prepayment Application" means, with respect to any sale, lease or other disposition of property or assets, the application by the Company or its Subsidiaries of cash in an amount equal to the Net Proceeds with respect to such sale, lease or other disposition to pay Senior Funded Debt of the Company (other than Senior Funded Debt owing to the Company, any of its Subsidiaries or any Affiliate and Senior Funded Debt in respect of any revolving credit or similar credit facility providing the Company or any of its Subsidiaries with the right to obtain loans or other extensions of credit from time to time, except to the extent that in connection with such payment of Senior Funded Debt the availability of credit under such credit facility is permanently reduced by an amount not less than the amount of such proceeds applied to the payment of such Senior Funded Debt), provided that in the course of making such application the Company shall offer to prepay at par each outstanding Note in accordance with SECTION 8.2 (except that such prepayment shall be at par) in a principal amount which equals the Ratable Portion for such Note. If any holder of a Note fails to accept such offer of prepayment, then, for purposes of the preceding sentence only, the Company nevertheless will be deemed to have paid Senior Funded Debt in an amount equal to the Ratable Portion for such Note. "Ratable Portion" for any Note means an amount equal to the product of (x) the Net Proceeds being so applied to the payment of Senior Funded Debt multiplied by (y) a fraction the numerator of which is the outstanding principal amount of such Note and the denominator of which is the aggregate principal amount of Senior Funded Debt of the Company. If all holders of the Notes decline the B-4 78 prepayment offer made by the Company, then the Company shall not be required to permanently reduce any revolving credit or similar credit facility to which Net Proceeds were concurrently offered and applied in connection with such sale, lease or other disposition of property or assets. "Default" means an event or condition the occurrence or existence of which would, with the lapse of time or the giving of notice or both, become an Event of Default. "Default Rate" means that rate of interest that is the greater of (i) 2% per annum above the rate of interest stated in clause (a) of the first paragraph of the relevant Note or (ii) 2% over the rate of interest publicly announced by CitiBank N.A., New York, New York, or any successor thereto, as its "base" or "prime" rate. "Distribution" means, in respect of any corporation, association or other business entity: (a) dividends or other distributions or payments on capital stock or other equity interest of such corporation, partnership, association or other business entity (except distributions in such stock, other equity interest or other securities); and (b) the redemption or acquisition of such stock or other equity interests or of warrants, rights or other options to purchase such stock or other equity interests (except when solely in exchange for such stock or other equity interests) unless made, contemporaneously, from the net proceeds of a sale of such stock or other equity interests. "Environmental Laws" means any and all Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including but not limited to those related to hazardous substances or wastes, air emissions and discharges to waste or public systems. "ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect. "ERISA Affiliate" means any trade or business (whether or not incorporated) that is treated as a single employer together with the Company under Section 414 of the Code. "Event of Default" is defined in SECTION 11. "Exchange Act" means the Securities Exchange Act of 1934, as amended. "Fair Market Value" means, at any time and with respect to any property, the sale value of such property that would be realized in an arm's-length sale at such time between an informed and willing buyer and an informed and willing seller (neither being under a compulsion to buy or sell). B-5 79 "GAAP" means generally accepted accounting principles as in effect from time to time in the United States of America. "Governmental Authority" means (a) the government of (i) the United States of America or any State or other political subdivision thereof, or (ii) any jurisdiction in which the Company or any Subsidiary conducts all or any part of its business, or which asserts jurisdiction over any properties of the Company or any Subsidiary, or (b) any entity exercising executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, any such government. "Guaranty" means, with respect to any Person, any obligation (except the endorsement in the ordinary course of business of negotiable instruments for deposit or collection) of such Person guaranteeing or in effect guaranteeing any Debt, dividend or other obligation of any other Person in any manner, whether directly or indirectly, including (without limitation) obligations incurred through an agreement, contingent or otherwise, by such Person: (a) to purchase such Debt or obligation or any property constituting security therefor; (b) to advance or supply funds (i) for the purchase or payment of such Debt or obligation, or (ii) to maintain any working capital or other balance sheet condition or any income statement condition of any other Person or otherwise to advance or make available funds for the purchase or payment of such Debt or obligation; (c) to lease properties or to purchase properties or services primarily for the purpose of assuring the owner of such Debt or obligation of the ability of any other Person to make payment of the Debt or obligation; or (d) otherwise to assure the owner of such Debt or obligation against loss in respect thereof. In any computation of the Debt or other liabilities of the obligor under any Guaranty, the Debt or other obligations that are the subject of such Guaranty shall be assumed to be direct obligations of such obligor. "Hazardous Material" means any and all pollutants, toxic or hazardous wastes or any other substances, including all substances listed in or regulated in any Environmental law that might pose a hazard to health or safety, the removal of which may be required or the generation, manufacture, refining, production, processing, treatment, storage, handling, transportation, B-6 80 transfer, use, disposal, release, discharge, spillage, seepage, or filtration of which is or shall be restricted, regulated, prohibited or penalized by any applicable law (including, without limitation, asbestos, urea formaldehyde foam insulation and polychlorinated biphenyls). "holder" means, with respect to any Note, the Person in whose name such Note is registered in the register maintained by the Company pursuant to SECTION 13.1. "Institutional Investor" means (a) any original purchaser of a Note, (b) any holder of a Note holding more than 5% of the aggregate principal amount of the Notes then outstanding, and (c) any bank, trust company, savings and loan association or other financial institution, any pension plan, any investment company, any insurance company, any broker or dealer, or any other similar financial institution or entity, regardless of legal form. "Investments" means all investments, in cash or by delivery of property, made directly or indirectly in any property or assets or in any Person, whether by acquisition of shares of capital stock, Debt or other obligations or Securities or by loan, advance, capital contribution or otherwise; provided that "Investments" shall not mean or include routine investments in property to be used or consumed in the ordinary course of business. "Lien" means any interest in property securing an obligation owed to, or a claim by, a Person other than the owner of the property, whether such interest is based on the common law, statute or contract, and including but not limited to the security interest lien arising from a mortgage, encumbrance, pledge, conditional sale or trust receipt or a lease, consignment or bailment for security purposes. The term "Lien" shall include reservations, exceptions, encroachments, easements, rights-of-way, covenants, conditions, restrictions, leases and other title exceptions and encumbrances (including, with respect to stock, stockholder agreements, voting trust agreements, buy-back agreements and all similar arrangements) affecting property. For the purposes of this Agreement, the Company or a Subsidiary shall be deemed to be the owner of any property which it has acquired or holds subject to a conditional sale agreement, Capital Lease or other arrangement pursuant to which title to the property has been retained by or vested in some other Person for security purposes and such retention or vesting shall constitute a Lien. "Make-Whole Amount" is defined in SECTION 8.7. "Material" means material in relation to the business, operations, affairs, financial condition, assets, properties, or prospects of the Company and its Subsidiaries taken as a whole. "Material Adverse Effect" means a material adverse effect on (a) the business, operations, affairs, financial condition, assets, properties or prospects of the Company and its Subsidiaries taken as a whole, or (b) the ability of the Company to perform its obligations under this Agreement and the Notes, or (c) the validity or enforceability of this Agreement or the Notes. "Memorandum" is defined in SECTION 5.3. B-7 81 "Minority Interests" means any shares of stock of any class of a Subsidiary (other than directors' qualifying shares as required by law) that are not owned by the Company and/or one or more of its Subsidiaries. Minority Interests shall be valued by valuing Minority Interests constituting preferred stock at the voluntary or involuntary liquidating value of such preferred stock, whichever is greater, and by valuing Minority Interests constituting common stock at the book value of capital and surplus applicable thereto adjusted, if necessary, to reflect any changes from the book value of such common stock required by the foregoing method of valuing Minority Interests in preferred stock. "Multiemployer Plan" means any Plan that is a "multiemployer plan" (as such term is defined in Section 4001(a)(3) of ERISA). "Net Proceeds" means, with respect to any sale, lease or other disposition of property or assets by any Person, an amount equal to the difference of: (a) the aggregate amount of the consideration (valued at the Fair Market Value of such consideration at the time of the consummation of such sale, lease or other disposition) received by such Person in respect of such sale, lease or other disposition, minus (b) (i) the amount necessary for payment of any Debt of such Person secured by the property and assets involved in such sale, lease or other disposition that is required to be repaid prior to or at the closing of such sale, lease or other disposition and (ii) all ordinary and reasonable out-of-pocket costs and expenses (including any taxes payable as a direct result of such sale, lease or other disposition) actually incurred by such Person in connection with such sale, lease or other disposition. "Non-U.S. Pension Plan" means any plan, fund, or other similar program established or maintained outside the United States of America by the Company or any one or more of its Subsidiaries primarily for the benefit of employees of the Company or such Subsidiary residing outside the United States of America, which plan, fund or other similar program provides for retirement income for such employees or a deferral of income for such employees in contemplation of retirement and is not subject to ERISA or the Code. "Noteholder Notice" is defined in SECTION 8.3. "Notes" is defined in SECTION 1. "Officer's Certificate" means a certificate of a Senior Financial Officer or of any other officer of the Company whose responsibilities extend to the subject matter of such certificate. "Other Agreements" is defined in SECTION 2. "Other Purchasers" is defined in SECTION 2. B-8 82 "PBGC" means the Pension Benefit Guaranty Corporation referred to and defined in ERISA or any successor thereto. "Person" means an individual, partnership, corporation, limited liability company, association, trust, unincorporated organization, or a government or agency or political subdivision thereof. "Plan" means an "employee benefit plan" (as defined in Section 3(3) of ERISA) that is or, within the preceding five years, has been established or maintained, or to which contributions are or, within the preceding five years, have been made or required to be made, by the Company or any ERISA Affiliate or with respect to which the Company or any ERISA Affiliate may have any liability. "Preferred Stock" means any class of capital stock of a corporation that is preferred over any other class of capital stock of such corporation as to the payment of dividends or the payment of any amount upon liquidation or dissolution of such corporation. "Priority Debt" means (a) all Debt of the Company secured by a Lien created or incurred pursuant to SECTION 10.5(g) or SECTION 10.5(j) and (b) all Debt and mandatorily redeemable Preferred Stock of the Subsidiaries except for Debt and mandatorily redeemable Preferred Stock of Subsidiaries owed to the Company or Wholly-owned Subsidiaries. "property" or "properties" means, unless otherwise specifically limited, real or personal property of any kind, tangible or intangible, choate or inchoate. "Property Reinvestment Application" means, with respect to any sale, lease or other disposition of property or assets, the satisfaction of each of the following conditions: (a) an amount equal to the Net Proceeds with respect to such sale, lease or other disposition shall have been applied to the acquisition by the Company or any of its Subsidiaries, of fixed or capital assets, or stock of an entity which becomes a Subsidiary, which assets and stock are unencumbered by any Lien created in connection with or in contemplation of such acquisition; provided (i) any such assets are property classifiable under GAAP as non-current, (ii) any such assets or Subsidiary are to be used in the principal business of the Company and its Subsidiaries, and (iii) immediately after the acquisition, the Company is in compliance with SECTION 10.2 (on a pro forma basis) and SECTION 10.5; and (b) the Company shall have delivered a certificate of a Responsible Officer of the Company to each holder of a Note referring to SECTION 10.7(b) and identifying the property and assets that were the subject of such sale, lease or other disposition, and the nature, terms, amount and application of the Net Proceeds from the sale, lease or other disposition. "QPAM Exemption" means Prohibited Transaction Class Exemption 84-14 issued by the United States Department of Labor. B-9 83 "Rentals" means and include as of the date of any determination thereof all fixed payments (including as such all payments which the lessee is obligated to make to the lessor on termination of the lease or surrender of the property) payable by the Company or a Subsidiary, as lessee or sublessee under a lease of real or personal property, but shall be exclusive of any amounts required to be paid by the Company or a Subsidiary (whether or not designated as rents or additional rents) on account of maintenance, repairs, insurance, taxes and similar charges. Fixed rents under any so-called "percentage leases" shall be computed solely on the basis of the minimum rents, if any, required to be paid by the lessee regardless of sales volume or gross revenues. "Required Holders" means, at any time, the holders of at least 66-2/3% in principal amount of the Notes at the time outstanding (exclusive of Notes then owned by the Company or any of its Affiliates). "Responsible Officer" means any Senior Financial Officer and any other officer of the Company with responsibility for the administration of the relevant portion of this Agreement. "Restricted Investments" means all Investments, other than: (a) Investments by the Company and its Subsidiaries in and to Subsidiaries, including any Investment in a corporation which, after giving effect to such Investment, will become a Subsidiary; (b) Investments representing loans or advances in the usual and ordinary course of business to officers, directors and employees for expenses (including moving expenses related to a transfer) incidental to carrying on the business of the Company or any Subsidiary; (c) Investments in property or assets to be used in the ordinary course of the business of the Company and its Subsidiaries as described in SECTION 9.6 of this Agreement; (d) Investments representing travel advances in the usual and ordinary course of business to officers and employees of the Company and its Subsidiaries incidental to carrying-on the business of the Company or any Subsidiaries; (e) Investments in Securities resulting from the settlement of obligations of other Persons created in the usual and ordinary course of business and owing to the Company or a Subsidiary; (f) Investments of the Company existing as of the date of the Closing and described on SCHEDULE 10.6 hereto; (g) receivables arising from the sale of goods and services in the ordinary course of business of the Company and its Subsidiaries; B-10 84 (h) Investments in commercial paper of corporations organized under the laws of the United States or any state thereof maturing in 270 days or less from the date of issuance which, at the time of acquisition by the Company or any Subsidiary, is accorded a rating of "A-1" or better by Standard & Poor's Ratings Group or "P-1" by Moody's Investors Service, Inc.; (i) Investments in direct obligations of the United States of America or any agency or instrumentality of the United States of America, the payment or guarantee of which constitutes a full faith and credit obligation of the United States of America, in either case, maturing within twelve months from the date of acquisition thereof; (j) Investments in certificates of deposit and time deposits maturing within one year from the date of issuance thereof, either issued by a bank or trust company organized under the laws of the United States or any State thereof having capital, surplus and undivided profits aggregating at least $200,000,000; provided that at the time of acquisition thereof by the Company or a Subsidiary (1) the senior unsecured long-term debt of such bank or trust company or of the holding company of such bank or trust company is rated "A-" or better by Standard & Poor's Ratings Group or "A3" or better by Moody's Investors Service, Inc. or (2) such certificate of deposit or time deposit is issued by any bank or trust company organized under the laws of the United States or any state thereof to the extent that such Investments are fully insured by the Federal Depository Insurance Corporation; (k) Investments in repurchase agreements with respect to any Security described in clause (i) of this definition entered into with a depository institution or trust company acting as principal described in clause (j) of this definition if such repurchase agreements are by their terms to be performed by the repurchase obligor and such repurchase agreements are deposited with a bank or trust company of the type described in clause (j) of this definition; (l) Investments in any money market fund which is classified as a current asset in accordance with GAAP, the aggregate asset value of which "marked to market" is at least $100,000,000,000 and which is managed by a fund manager of recognized national standing, and which invests substantially all of its assets in obligations described in clauses (h) through (j) above; and (m) Investments of the Company not described in the foregoing clauses (a) through (l); provided that the aggregate amount of all such Investments shall not at any time exceed 15% of Consolidated Net Worth. "Restricted Payment" means (a) any Distribution in respect of the Company or any Subsidiary thereof (other than on account of capital stock, partnership, equity or other similar interests of a Subsidiary owned legally and beneficially by the Company or another Subsidiary B-11 85 thereof), including, without limitation, any Distribution resulting in the acquisition by the Company of Securities which would constitute treasury stock, and (b) any payment, repayment, redemption, retirement, repurchase or other acquisition, direct or indirect, by the Company or any Subsidiary of, on account of, or in respect of, the principal of any Subordinated Debt (or any installment thereof) prior to the regularly scheduled maturity date thereof (as in effect on the date such Subordinated Debt was originally incurred). "Securities Act" means the Securities Act of 1933, as amended from time to time. "Securitization Recourse Obligations" means, with respect to any Person, obligations of such Person, undertaken in connection with a sale of receivables in a securitization transaction, to repurchase, provide substitute receivables or other property or indemnify the purchaser of such receivables in the event of defaults on such receivables, provided, however, that Securitization Recourse Obligations shall not include obligations customarily provided for in asset securitization transactions and arising from breaches of representations or warranties. For the purposes of all computations made under this Agreement, Securitization Recourse Obligations in respect of any receivables at any time shall be deemed to be equal to the maximum recourse portion of the then-outstanding amount of such receivables. "Security" shall have the same meaning as in Section 2(1) of the Securities Act. "Senior Financial Officer" means the chief financial officer, principal accounting officer, treasurer or comptroller of the Company. "Senior Funded Debt" means all Debt of the Company for borrowed money having a maturity of more than one year from the date of origin and which is not expressed to be subordinate to or junior in rank to any other Debt of the Company. "Significant Subsidiary" means at any time any Subsidiary of the Company that would at such time constitute a "significant subsidiary" (as such term is defined in Regulation S-X of the Securities and Exchange Commission as in effect on the date of the Closing) and identified as a Significant Subsidiary in SCHEDULE 5.4 hereof, together with each other Subsidiary identified in any officer's certificate delivered pursuant to SECTION 7.2(b) or designated as a Significant Subsidiary pursuant to SECTION 10.10. "Special Purpose Subsidiary" means any Subsidiary created as a special purpose entity in connection with one or more securitization transactions entered into in connection with a sale of receivables permitted under SECTION 10.7(b)(ii), provided, however, that such Subsidiary shall not own any property or conduct any activities other than those properties and activities which are reasonably required to be owned and conducted in connection with the involvement of such Subsidiary in such securitization transactions. "Subordinated Debt" means any Debt that is in any manner subordinated in right of payment or security in any respect to Debt evidenced by the Notes. B-12 86 "Subsidiary" means, as to any Person, any corporation, association or other business entity in which such Person or one or more of its Subsidiaries or such Person and one or more of its Subsidiaries owns sufficient equity or voting interests to enable it or them (as a group) ordinarily, in the absence of contingencies, to elect a majority of the directors (or Persons performing similar functions) of such entity, and any partnership or joint venture if more than a 50% interest in the profits or capital thereof is owned by such Person or one or more of its Subsidiaries or such Person and one or more of its Subsidiaries (unless such partnership can and does ordinarily take major business actions without the prior approval of such Person or one or more of its Subsidiaries). Unless the context otherwise clearly requires, any reference to a "Subsidiary" is a reference to a Subsidiary of the Company. "Subsidiary Guaranty" is defined in SECTION 9.8. "Subsidiary Stock" means, with respect to any Person, the stock or other equity interests (or any options or warrants to purchase stock or other equity interests or other Securities exchangeable for or convertible into stock or other equity interests) of any subsidiary of such Person. "Swaps" means, with respect to any Person, payment obligations with respect to interest rate swaps, currency swaps and similar obligations obligating such Person to make payments, whether periodically or upon the happening of a contingency. For the purposes of this Agreement, the amount of the obligation under any Swap shall be the amount determined in respect thereof as of the end of the then most recently ended fiscal quarter of such Person, based on the assumption that such Swap had terminated at the end of such fiscal quarter, and in making such determination, if any agreement relating to such Swap provides for the netting of amounts payable by and to such Person thereunder or if any such agreement provides for the simultaneous payment of amounts by and to such Person, then in each such case, the amount of such obligation shall be the net amount so determined. "Voting Equity Capital" means Securities or partnership interests of any class or classes, the holders of which are ordinarily, in the absence of contingencies, entitled to elect a majority of the corporate directors (or Persons performing similar functions). "Wholly-owned Subsidiary" means, at any time, any Subsidiary one hundred percent (100%) of all of the equity interests (except directors' qualifying shares) and voting interests of which are owned by any one or more of the Company and the Company's other Wholly-owned Subsidiaries at such time. B-13 87 [FORM OF SERIES A NOTE] NORDSON CORPORATION 6.79% SENIOR NOTE, SERIES A, DUE MAY 15, 2006 No. [_________] [Date] $[____________] PPN 655663 A@1 FOR VALUE RECEIVED, the undersigned, NORDSON CORPORATION (herein called the "Company"), a corporation organized and existing under the laws of the State of Ohio, hereby promises to pay to [________________], or registered assigns, the principal sum of [________________] DOLLARS on May 15, 2006, with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the rate of 6.79% per annum from the date hereof, payable semiannually, on the fifteenth day of May and November in each year, commencing with the May 15 or November 15 next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law on any overdue payment (including any overdue prepayment) of principal, any overdue payment of interest and any overdue payment of any Make-Whole Amount (as defined in the Note Purchase Agreements referred to below), payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand), at a rate per annum from time to time equal to the greater of (i) 8.79% or (ii) 2% over the rate of interest publicly announced by CitiBank N.A., from time to time in New York, New York as its "base" or "prime" rate. Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at Westlake, Ohio or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreements referred to below. This Note is one of the 6.79% Senior Notes, Series A, due May 15, 2006 (the "Series A Notes") of the Company in the aggregate principal amount of $40,000,000 which, together with the Company's $20,000,000 aggregate principal amount of 7.11% Senior Notes, Series B, due May 15, 2008 (the "Series B Notes"), the Company's $30,000,000 aggregate principal amount of 7.11% Senior Notes, Series C, due May 15, 2011 (the "Series C Notes"), and the Company's $10,000,000 aggregate principal amount of 7.51% Senior Notes, Series D, due May 15, 2011 (the "Series D Notes" and, together with the Series A Notes, the Series B Notes and the Series C Notes, collectively, the "Notes"), was issued pursuant to separate Note Purchase Agreements, dated as of May 15, 2001 (as from time to time amended, the "Note Purchase Agreements"), between the Company and the respective Purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, (i) to have agreed to the confidentiality provisions set forth in SECTION 20 of the Note Purchase Agreements and (ii) to have made the representation set forth in SECTION 6.2 of the Note Purchase Agreements. This Note is a registered Note and, as provided in the Note Purchase Agreements, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written EXHIBIT 1-A (to Note Purchase Agreement) B-14 88 instrument of transfer duly executed, by the registered holder hereof or such holder's attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary. This Note is subject to prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreements, but not otherwise. If an Event of Default, as defined in the Note Purchase Agreements, occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreements. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS AND PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK, EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE WHICH WOULD REQUIRE APPLICATION OF THE LAWS OF THE JURISDICTION OTHER THAN SUCH STATE. NORDSON CORPORATION By Name: Title: E-1A-2 89 [FORM OF SERIES B NOTE] NORDSON CORPORATION 7.11% SENIOR NOTE, SERIES B, DUE MAY 15, 2008 No. [_________] [Date] $[____________] PPN 655663 A#9 FOR VALUE RECEIVED, the undersigned, NORDSON CORPORATION (herein called the "Company"), a corporation organized and existing under the laws of the State of Ohio, hereby promises to pay to [________________], or registered assigns, the principal sum of [________________] DOLLARS on May 15, 2008, with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the rate of 7.11% per annum from the date hereof, payable semiannually, on the fifteenth day of May and November in each year, commencing with the May 15 or November 15 next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law on any overdue payment (including any overdue prepayment) of principal, any overdue payment of interest and any overdue payment of any Make-Whole Amount (as defined in the Note Purchase Agreements referred to below), payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand), at a rate per annum from time to time equal to the greater of (i) 9.11% or (ii) 2% over the rate of interest publicly announced by CitiBank N.A., from time to time in New York, New York as its "base" or "prime" rate. Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at Westlake, Ohio or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreements referred to below. This Note is one of the 7.11% Senior Notes, Series B, due May 15, 2008 (the "Series B Notes") of the Company in the aggregate principal amount of $20,000,000 which, together with the Company's $40,000,000 aggregate principal amount of 6.79% Senior Notes, Series A, due May 15, 2006 (the "Series A Notes"), the Company's $30,000,000 aggregate principal amount of 7.11% Senior Notes, Series C, due May 15, 2011 (the "Series C Notes"), and the Company's $10,000,000 aggregate principal amount of 7.51% Senior Notes, Series D, due May 15, 2011 (the "Series D Notes" and, together with the Series A Notes, the Series B Notes and the Series C Notes, collectively, the "Notes"), was issued pursuant to separate Note Purchase Agreements, dated as of May 15, 2001 (as from time to time amended, the "Note Purchase Agreements"), between the Company and the respective Purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, (i) to have agreed to the confidentiality provisions set forth in SECTION 20 of the Note Purchase Agreements and (ii) to have made the representation set forth in SECTION 6.2 of the Note Purchase Agreements. This Note is a registered Note and, as provided in the Note Purchase Agreements, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written EXHIBIT 1-B (to Note Purchase Agreement) 90 instrument of transfer duly executed, by the registered holder hereof or such holder's attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary. This Note is subject to prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreements, but not otherwise. If an Event of Default, as defined in the Note Purchase Agreements, occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreements. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS AND PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK, EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE WHICH WOULD REQUIRE APPLICATION OF THE LAWS OF THE JURISDICTION OTHER THAN SUCH STATE. NORDSON CORPORATION By Name: Title: E-1B-2 91 [FORM OF SERIES C NOTE] NORDSON CORPORATION 7.11% SENIOR NOTE, SERIES C, DUE MAY 15, 2011 No. [_________] [Date] $[____________] PPN 655663 B*2 FOR VALUE RECEIVED, the undersigned, NORDSON CORPORATION (herein called the "Company"), a corporation organized and existing under the laws of the State of Ohio, hereby promises to pay to [________________], or registered assigns, the principal sum of [________________] DOLLARS on May 15, 2011, with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the rate of 7.11% per annum from the date hereof, payable semiannually, on the fifteenth day of May and November in each year, commencing with the May 15 or November 15 next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law on any overdue payment (including any overdue prepayment) of principal, any overdue payment of interest and any overdue payment of any Make-Whole Amount (as defined in the Note Purchase Agreements referred to below), payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand), at a rate per annum from time to time equal to the greater of (i) 9.11% or (ii) 2% over the rate of interest publicly announced by CitiBank N.A., from time to time in New York, New York as its "base" or "prime" rate. Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at Westlake, Ohio or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreements referred to below. This Note is one of the 7.11% Senior Notes, Series C, due May 15, 2011 (the "Series C Notes") of the Company in the aggregate principal amount of $30,000,000 which, together with the Company's $40,000,000 aggregate principal amount of 6.79% Senior Notes, Series A, due May 15, 2006 (the "Series A Notes"), the Company's $20,000,000 aggregate principal amount of 7.11% Senior Notes, Series B, due May 15, 2008 (the "Series B Notes"), and the Company's $10,000,000 aggregate principal amount of 7.51% Senior Notes, Series D, due May 15, 2011 (the "Series D Notes" and, together with the Series A Notes, the Series B Notes and the Series C Notes, collectively, the "Notes"), was issued pursuant to separate Note Purchase Agreements, dated as of May 15, 2001 (as from time to time amended, the "Note Purchase Agreements"), between the Company and the respective Purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, (i) to have agreed to the confidentiality provisions set forth in SECTION 20 of the Note Purchase Agreements and (ii) to have made the representation set forth in SECTION 6.2 of the Note Purchase Agreements. This Note is a registered Note and, as provided in the Note Purchase Agreements, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written EXHIBIT 1-C (to Note Purchase Agreement) 92 instrument of transfer duly executed, by the registered holder hereof or such holder's attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary. The Company will make required prepayments of principal on the dates and in the amounts specified in the Note Purchase Agreements. This Note is also subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreements, but not otherwise. If an Event of Default, as defined in the Note Purchase Agreements, occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreements. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS AND PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK, EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE WHICH WOULD REQUIRE APPLICATION OF THE LAWS OF THE JURISDICTION OTHER THAN SUCH STATE. NORDSON CORPORATION By Name: Title: E-1C-2 93 [FORM OF SERIES D NOTE] NORDSON CORPORATION 7.51% SENIOR NOTE, SERIES D, DUE MAY 15, 2011 No. [_________] [Date] $[____________] PPN 655663 B@0 FOR VALUE RECEIVED, the undersigned, NORDSON CORPORATION (herein called the "Company"), a corporation organized and existing under the laws of the State of Ohio, hereby promises to pay to [________________], or registered assigns, the principal sum of [________________] DOLLARS on May 15, 2011, with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the rate of 7.51% per annum from the date hereof, payable semiannually, on the fifteenth day of May and November in each year, commencing with the May 15 or November 15 next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law on any overdue payment (including any overdue prepayment) of principal, any overdue payment of interest and any overdue payment of any Make-Whole Amount (as defined in the Note Purchase Agreements referred to below), payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand), at a rate per annum from time to time equal to the greater of (i) 9.51% or (ii) 2% over the rate of interest publicly announced by CitiBank N.A., from time to time in New York, New York as its "base" or "prime" rate. Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at Westlake, Ohio or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreements referred to below. This Note is one of the 7.51% Senior Notes, Series D, due May 15, 2011 (the "Series D Notes") of the Company in the aggregate principal amount of $10,000,000 which, together with the Company's $40,000,000 aggregate principal amount of 6.79% Senior Notes, Series A, due May 15, 2006 (the "Series A Notes"), the Company's $20,000,000 aggregate principal amount of 7.11% Senior Notes, Series B, due May 15, 2008 (the "Series B Notes") and the Company's $30,000,000 aggregate principal amount of 7.11% Senior Notes, Series C, due May 15, 2011 (the "Series C Notes" and, together with the Series A Notes, the Series B Notes and the Series D Notes, collectively, the "Notes"), was issued pursuant to separate Note Purchase Agreements, dated as of May 15, 2001 (as from time to time amended, the "Note Purchase Agreements"), between the Company and the respective Purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, (i) to have agreed to the confidentiality provisions set forth in SECTION 20 of the Note Purchase Agreements and (ii) to have made the representation set forth in SECTION 6.2 of the Note Purchase Agreements. This Note is a registered Note and, as provided in the Note Purchase Agreements, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written EXHIBIT 1-D (to Note Purchase Agreement) 94 instrument of transfer duly executed, by the registered holder hereof or such holder's attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary. This Note is subject to prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreements, but not otherwise. If an Event of Default, as defined in the Note Purchase Agreements, occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreements. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS AND PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK, EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE WHICH WOULD REQUIRE APPLICATION OF THE LAWS OF THE JURISDICTION OTHER THAN SUCH STATE. NORDSON CORPORATION By Name: Title: E-1D-2 95 FORM OF OPINION OF COUNSEL TO THE COMPANY The closing opinions of Robert Veillette, Esq. and of Thompson Hine LLP, special counsel for the Company, which are called for by SECTION 4.4(a) of the Agreement, shall be dated the date of the Closing and addressed to you and the Other Purchasers, shall be satisfactory in scope and form to you and the Other Purchasers and, taken together, shall be to the effect that: 1. The Company is a corporation, duly incorporated, validly existing and in good standing under the laws of the State of Ohio, has the corporate power and the corporate authority to execute and perform the Agreement and the Other Agreements and to issue the Notes and has the full corporate power and the corporate authority to conduct the activities in which it is now engaged and is duly licensed or qualified and is in good standing as a foreign corporation in each jurisdiction in which the character of the properties owned or leased by it or the nature of the business transacted by it makes such licensing or qualification necessary, except where the failure to be licensed or qualified could not reasonably be expected to have a Material Adverse Effect. 2. Each Significant Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and is duly licensed or qualified and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or the nature of the business transacted by it makes such licensing or qualification necessary, except where the failure to be licensed or qualified could not reasonably be expected to have a Material Adverse Effect. All of the issued and outstanding shares of capital stock of each such Subsidiary have been duly issued, are fully paid and non-assessable and are owned by the Company, by one or more Subsidiaries, or by the Company and one or more Subsidiaries. 3. The Agreement and the Other Agreements have been duly authorized by all necessary corporate action on the part of the Company, have been duly executed and delivered by the Company and constitute the legal, valid and binding contracts of the Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors' rights generally, and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law). 4. The Notes have been duly authorized by all necessary corporate action on the part of the Company, have been duly executed and delivered by the Company and constitute the legal, valid and binding obligations of the Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors' rights generally, and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law). 5. No approval, consent or withholding of objection on the part of, or filing, registration or qualification with, any governmental body, Federal, state or local, is EXHIBIT 4.4(a) (to Note Purchase Agreement) 96 necessary in connection with the execution, delivery and performance of the Agreement, the Other Agreements or the Notes. 6. The issuance and sale of the Notes and the execution, delivery and performance by the Company of the Agreement and the Other Agreements do not conflict with or result in any breach of any of the provisions of or constitute a default under or result in the creation or imposition of any Lien upon any of the property of the Company pursuant to the provisions of the Certificate of Incorporation or By-laws of the Company or any agreement or other instrument known to such counsel to which the Company is a party or by which the Company may be bound or any Federal, state or local law. 7. The issuance, sale and delivery of the Notes under the circumstances contemplated by the Agreement and the Other Agreements does not, under existing law, require the registration of the Notes under the Securities Act of 1933, as amended, or the qualification of an indenture under the Trust Indenture Act of 1939, as amended. 8. The issuance of the Notes and the use of the proceeds of the sale of the Notes in accordance with the provisions of and contemplated by the Agreement and the Other Agreements do not violate or conflict with Regulation T, U or X of the Board of Governors of the Federal Reserve System. 9. The Company is not an "investment company" or a company "controlled" by an "investment company" under the Investment Company Act of 1940, as amended. 10. There is no litigation pending or, to the best knowledge of such counsel, threatened which in such counsel's opinion could reasonably be expected to have a materially adverse effect on the Company's business or assets or which would impair the ability of the Company to issue and deliver the Notes or to comply with the provisions of the Agreement and the Other Agreements. The opinions of Robert Veillette, Esq. and of Thompson Hine LLP shall cover such other matters relating to the sale of the Notes as you and the Other Purchasers may reasonably request. With respect to matters of fact on which such opinions are based, such counsel shall be entitled to rely on appropriate certificates of public officials and officers of the Company. You and the Other Purchasers, together with subsequent holders of the Notes, may rely on the opinions of Robert Veillette, Esq. and of Thompson Hine LLP. E-24.4(a)-2 97 FORM OF OPINION OF SPECIAL COUNSEL TO THE PURCHASERS The closing opinion of Chapman and Cutler, special counsel to you and the Other Purchasers, called for by SECTION 4.4(b) of the Agreement, shall be dated the date of the Closing and addressed to you and the Other Purchasers, shall be satisfactory in form and substance to you and the Other Purchasers and shall be to the effect that: 1. The Company is a corporation, validly existing and in good standing under the laws of the State of State of Ohio and has the corporate power and the corporate authority to execute and deliver the Agreement and the Other Agreements and to issue the Notes. 2. The Agreement and the Other Agreements have been duly authorized by all necessary corporate action on the part of the Company, have been duly executed and delivered by the Company and constitute the legal, valid and binding contracts of the Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors' rights generally, and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law). 3. The Notes have been duly authorized by all necessary corporate action on the part of the Company, have been duly executed and delivered by the Company and constitute the legal, valid and binding obligations of the Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors' rights generally, and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law). 4. The issuance, sale and delivery of the Notes under the circumstances contemplated by the Agreement and the Other Agreements does not, under existing law, require the registration of the Notes under the Securities Act of 1933, as amended, or the qualification of an indenture under the Trust Indenture Act of 1939, as amended. The opinion of Chapman and Cutler shall also state that the opinions of Robert Veillette, Esq. and of Thompson Hine LLP are satisfactory in scope and form to Chapman and Cutler and that, in their opinion, you and the Other Purchasers are justified in relying thereon. In rendering the opinion set forth in paragraph 1 above, Chapman and Cutler may rely solely upon an examination of the Articles of Incorporation certified by, and a certificate of good standing of the Company from, the Secretary of State of State of Ohio, the By-laws of the Company and the general business corporation law of the State of Ohio. The opinion of Chapman and Cutler is limited to the laws of the State of New York, the general business corporation law of the State of Ohio and the Federal laws of the United States. With respect to matters of fact upon which such opinion is based, Chapman and Cutler may rely on appropriate certificates of public officials and officers of the Company. 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M960@=&\@8G5S:6YE65A2!O<&5R871E&EM871E;'D@)#8N,B!M:6QL:6]N(&AI9VAE2!C;W-T&EM871E;'D@)#,N."!M:6QL:6]N(&AI9VAE&-H86YG92!R871E'!E;G-E2`D,3,N,B!M:6QL:6]N(&AI9VAE2!D=64@ M=&\@96%R;FEN9W,@;V8@)#(R+BE4:@HT.2XS,C$U(#`@5$0**#(@;6EL;&EO M;B!A;F0@*51J"BTT.2XS,C$U("TQ+C$Q.3$@5$0**'1H92!N970@:7-S=6%N M8V4@;V8@3F]R9'-O;B!S=&]C:R!T;W1A;&EN9R`D,3,N-2!M:6QL:6]N+"!O M9F9S970@8GD@=&AE('!A>6UE;G0@;V8@)#$S+C<@;6EL;&EO;B!I;B!D:79I M9&5N9',@86YD("0U+C,@;6EL;&EO;B`I5&H*-3`N-32!O9B!A;B`I5&H*+34P+C4Q,C0@+3$N M,3$Y,B!41`HH:6YC2!A;B!I;F-R96%S92!I M;BE4:@HU,"XQ-S4T(#`@5$0**"!I;G9E;G1O65A6UE M;G0@;V8@8F]N=7-E6%B;&4L(&-U'!E;F1I='5R97,@86YD('!A>6UE;G1S(&]F(&1I M=FED96YD'0@>65A2!C;VYS:7-T2E4:@HO1C(@,2!49@HU+C8Y,S4@,"!41`HHDBE4:@HO1C@@,2!49@HP M+C,S,R`P(%1$"BAS('!E'!E8W1S*51J"B]&,B`Q(%1F"C8N-CDR-"`P(%1$ M"BB4*51J"B]&."`Q(%1F"C`N-#0T(#`@5$0**"!O2!T:&4@4')I=F%T92`I5&H* M+3,P+C0P-C(@+3$N,3$Y,2!41`HH4V5C=7)I=&EE2E4:@HO1C(@,2!49@HQ-BXY-CDU(#`@5$0**)(I5&H*+T8X M(#$@5&8*,"XS,S,@,"!41`HH2!F'!E8W1A=&EO;G,@97AP'!E8W1E9"!R97-U;'1S(&EN8VQU9&4L(&)U M="!A7,@:6X@"!D:69F97)E;G0@*51J"BTT.2XT.#4U("TQ+C$Q.3$@5$0**&9R;VT@ M87-S=6UP=&EO;G,@86YD('-I9VYI9FEC86YT(&-H86YG97,@:6X@;&]C86P@ M8G5S:6YE2`R-BP@ M,C`P,2X@5&AE(&EN9F]R;6%T:6]N(&1I2E4:@HU,BXW,3$R(#`@5$0**"!I;B`I5&H*+34R+C&5D("DU.#,N-"AR871E("DU.#,N-"AD96)T("DU.#,N M-"A<*%53)%PI*2TR-C8V*"`D."PP,#`I+3$R+C,H("`I-3(S+C@H)#@L,#`P M*2TQ,BXS*"`@*34R,RXX*"0X+#`P,"DM,3(N,R@@("DU,C,N."@D."PP,#`I M+3$R+C,H("`I-3(S+C@H)#@L,#`P*2TQ,BXS*"`@*34R,RXX*"0Q-3`L,#`P M*2TQ,BXU*"`I+3(X-2XX*"`I+3,X,2@D,3DP+#`P,"DM,3(N-2@@*2TU,C,N M.2@@*2TS.#$H)#$Y-RPP,S`I+3$R+C4H("E=5$H*5"H*,"XP,#`Q(%1C"C`N M-3$Q.2!4=PI;*"`I+3'1'4W1A=&4@/#P@+T=3,2`X,R`P(%(@ M/CX@#3X^(`UE;F1O8FH--30@,"!O8FH-/#P@+TQE;F=T:"`Q,#&AI8FET M2!A=71H;W)I>F5D+B`I5&H*,3(@,"`P(#$R(#(Y+C0Y(#@Y."XT,2!4;0HR M+C&5C=71I=F4@ M5FEC92!0 -----END PRIVACY-ENHANCED MESSAGE-----

EX-4.A

   1
                                                                      Exhibit 4A

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

                                CREDIT AGREEMENT

                                      AMONG

                              NORDSON CORPORATION,
                                  AS BORROWER,

                     THE FINANCIAL INSTITUTIONS NAMED HEREIN
                                    AS BANKS,

                          KEYBANK NATIONAL ASSOCIATION,
                              AS LEAD ARRANGER AND
                              ADMINISTRATIVE AGENT,

                              WACHOVIA BANK, N.A.,
                             AS CO-LEAD ARRANGER AND
                               SYNDICATION AGENT,

                         CREDIT LYONNAIS CHICAGO BRANCH,
                           AS CO-DOCUMENTATION AGENT,

                                       AND

                            THE BANK OF NOVA SCOTIA,
                            AS CO-DOCUMENTATION AGENT

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

                                   DATED AS OF
                                  MAY 17, 2001

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


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





   2


                               TABLE OF CONTENTS



                                                                                                                PAGE
                                                                                                                ----

                                                                                                            
ARTICLE I.   DEFINITIONS..........................................................................................1

ARTICLE II. AMOUNT AND TERMS OF CREDIT...........................................................................18
   SECTION 2.1.  AMOUNT AND NATURE OF CREDIT.....................................................................18
   SECTION 2.2.  CONDITIONS TO LOANS.............................................................................23
   SECTION 2.3.  PAYMENT ON NOTES, ETC...........................................................................24
   SECTION 2.4.  PREPAYMENT......................................................................................25
   SECTION 2.5.  FACILITY AND OTHER FEES.........................................................................27
   SECTION 2.6.  REDUCTION OF COMMITMENT.........................................................................27
   SECTION 2.7.  COMPUTATION OF INTEREST AND FEES; DEFAULT RATE..................................................28
   SECTION 2.8.  MANDATORY PAYMENT...............................................................................28

ARTICLE III.  ADDITIONAL PROVISIONS RELATING TO FIXED RATE.......................................................28
   SECTION 3.1.  RESERVES OR DEPOSIT REQUIREMENTS, ETC...........................................................28
   SECTION 3.2.  TAX LAW, ETC....................................................................................29
   SECTION 3.3.  EURODOLLAR OR ALTERNATE CURRENCY DEPOSITS UNAVAILABLE
                             OR INTEREST RATE UNASCERTAINABLE....................................................30
   SECTION 3.4.  INDEMNITY.......................................................................................30
   SECTION 3.5.  CHANGES IN LAW RENDERING FIXED RATE LOANS UNLAWFUL..............................................30
   SECTION 3.6.  FUNDING.........................................................................................31
   SECTION 3.7.  CAPITAL ADEQUACY................................................................................31
   SECTION 3.8.  APPLICATION OF PROVISIONS.......................................................................32

ARTICLE IV.   CONDITIONS PRECEDENT...............................................................................32
   SECTION 4.1.  NOTES...........................................................................................32
   SECTION 4.2.  OFFICER'S CERTIFICATE, RESOLUTIONS, ORGANIZATIONAL DOCUMENTS....................................32
   SECTION 4.3.  LEGAL OPINION...................................................................................32
   SECTION 4.4.  GOOD STANDING CERTIFICATES......................................................................32
   SECTION 4.5.  AGENT FEE LETTER, CLOSING FEE LETTER; LEGAL FEES................................................32
   SECTION 4.6.  LIEN SEARCHES...................................................................................32
   SECTION 4.7.  CLOSING CERTIFICATE.............................................................................32
   SECTION 4.8.  EXISTING CREDIT AGREEMENTS......................................................................33
   SECTION 4.9.  NO MATERIAL ADVERSE CHANGE......................................................................33
   SECTION 4.10.  MISCELLANEOUS..................................................................................33

ARTICLE V.   COVENANTS...........................................................................................33
   SECTION 5.1.  INSURANCE.......................................................................................33
   SECTION 5.2.  MONEY OBLIGATIONS...............................................................................33
   SECTION 5.3.  FINANCIAL STATEMENTS............................................................................33
   SECTION 5.4.  FINANCIAL RECORDS...............................................................................34
   SECTION 5.5.  FRANCHISES......................................................................................35
   SECTION 5.6.  ERISA COMPLIANCE................................................................................35
   SECTION 5.7.  FINANCIAL COVENANTS.............................................................................35
   SECTION 5.8.  BORROWING.......................................................................................36
   SECTION 5.9.  LIENS...........................................................................................37
   SECTION 5.10.  REGULATIONS U AND X............................................................................38


                                       i

   3

                               TABLE OF CONTENTS


                                                                                                                PAGE
                                                                                                                ----
                                                                                                          
   SECTION 5.11.  INVESTMENTS AND LOAN...........................................................................38
   SECTION 5.12.  MERGER AND SALE OF ASSETS......................................................................39
   SECTION 5.13.  ACQUISITIONS...................................................................................39
   SECTION 5.14.  NOTICE.........................................................................................39
   SECTION 5.15.  ENVIRONMENTAL COMPLIANCE.......................................................................40
   SECTION 5.16.  AFFILIATE TRANSACTIONS.........................................................................40
   SECTION 5.17.  USE OF PROCEEDS................................................................................40
   SECTION 5.18.  CORPORATE NAME.................................................................................40
   SECTION 5.19.  RESTRICTED PAYMENTS............................................................................40
   SECTION 5.20.  RESTRICTIVE AGREEMENTS.........................................................................41
   SECTION 5.21.  AMENDMENT OF ORGANIZATION DOCUMENTS............................................................41
   SECTION 5.22.  OTHER COVENANTS................................................................................41
   SECTION 5.23.  GUARANTIES OF PAYMENT; GUARANTY UNDER MATERIAL
                  INDEBTEDNESS AGREEMENT.........................................................................41
   SECTION 5.24.  PARI PASSU RANKING.............................................................................42

ARTICLE VI.  REPRESENTATIONS AND WARRANTIES......................................................................42
   SECTION 6.1.   CORPORATE EXISTENCE; SUBSIDIARIES; FOREIGN QUALIFICATION.......................................42
   SECTION 6.2.   CORPORATE AUTHORITY............................................................................42
   SECTION 6.3.   COMPLIANCE WITH LAWS...........................................................................43
   SECTION 6.4.   LITIGATION AND ADMINISTRATIVE PROCEEDINGS......................................................43
   SECTION 6.5.   TITLE TO ASSETS................................................................................43
   SECTION 6.6.   LIENS AND SECURITY INTERESTS...................................................................43
   SECTION 6.7.   TAX RETURNS....................................................................................44
   SECTION 6.8.   ENVIRONMENTAL LAWS.............................................................................44
   SECTION 6.9.   CONTINUED BUSINESS.............................................................................44
   SECTION 6.10.  EMPLOYEE BENEFIT PLANS.........................................................................44
   SECTION 6.11.  CONSENTS OR APPROVALS..........................................................................45
   SECTION 6.12.  SOLVENCY.......................................................................................45
   SECTION 6.13.  FINANCIAL STATEMENTS...........................................................................45
   SECTION 6.14.  REGULATIONS....................................................................................45
   SECTION 6.15.  MATERIAL AGREEMENTS............................................................................46
   SECTION 6.16.  INTELLECTUAL PROPERTY..........................................................................46
   SECTION 6.17.  INSURANCE......................................................................................46
   SECTION 6.18.  ACCURATE AND COMPLETE STATEMENTS...............................................................46
   SECTION 6.19.  DEFAULTS.......................................................................................46

ARTICLE VII.   EVENTS OF DEFAULT.................................................................................46
   SECTION 7.1.  PAYMENTS........................................................................................46
   SECTION 7.2.  SPECIAL COVENANTS...............................................................................46
   SECTION 7.3.  OTHER COVENANTS.................................................................................46
   SECTION 7.4   REPRESENTATIONS AND WARRANTIES..................................................................47
   SECTION 7.5.  CROSS DEFAULT...................................................................................47
   SECTION 7.6.  ERISA DEFAULT...................................................................................47
   SECTION 7.7.  CHANGE IN CONTROL...............................................................................47
   SECTION 7.8.  MONEY JUDGMENT..................................................................................47
   SECTION 7.9.  VALIDITY OF LOAN DOCUMENTS......................................................................47



                                       ii

   4

                               TABLE OF CONTENTS


                                                                                                                PAGE
                                                                                                                ----
                                                                                                             
   SECTION 7.10.  SOLVENCY.......................................................................................47

ARTICLE VIII.   REMEDIES UPON DEFAULT............................................................................48
   SECTION 8.1.  OPTIONAL DEFAULTS...............................................................................48
   SECTION 8.2.  AUTOMATIC DEFAULTS..............................................................................48
   SECTION 8.3.  OFFSETS.........................................................................................49
   SECTION 8.4.  EQUALIZATION PROVISION..........................................................................49

ARTICLE IX.  THE AGENT...........................................................................................49
   SECTION 9.1.  APPOINTMENT AND AUTHORIZATION...................................................................49
   SECTION 9.2.  NOTE HOLDERS....................................................................................49
   SECTION 9.3.  CONSULTATION WITH COUNSEL.......................................................................50
   SECTION 9.4.  DOCUMENTS.......................................................................................50
   SECTION 9.5.  AGENT AND AFFILIATES............................................................................50
   SECTION 9.6.  KNOWLEDGE OF DEFAULT............................................................................50
   SECTION 9.7.  ACTION BY AGENT.................................................................................50
   SECTION 9.8.  NOTICES, DEFAULT, ETC...........................................................................50
   SECTION 9.9.  INDEMNIFICATION OF AGENT........................................................................50
   SECTION 9.10. SUCCESSOR AGENT.................................................................................51
   SECTION 9.11. CO-DOCUMENTATION AGENTS AND SYNDICATION AGENT...................................................51

ARTICLE X.  MISCELLANEOUS........................................................................................51
   SECTION 10.1.  BANKS' INDEPENDENT INVESTIGATION...............................................................51
   SECTION 10.2.  NO WAIVER; CUMULATIVE REMEDIES.................................................................51
   SECTION 10.3.  AMENDMENTS; CONSENTS...........................................................................52
   SECTION 10.4.  NOTICES........................................................................................52
   SECTION 10.5.  COSTS, EXPENSES AND TAXES......................................................................52
   SECTION 10.6.  INDEMNIFICATION................................................................................53
   SECTION 10.7.  OBLIGATIONS SEVERAL; NO FIDUCIARY OBLIGATIONS..................................................53
   SECTION 10.8.  EXECUTION IN COUNTERPARTS......................................................................53
   SECTION 10.9.  BINDING EFFECT; BORROWER'S ASSIGNMENT..........................................................53
   SECTION 10.10. BANK ASSIGNMENTS/PARTICIPATIONS................................................................53
   SECTION 10.11. DESIGNATION....................................................................................56
   SECTION 10.12. SEVERABILITY OF PROVISIONS; CAPTIONS; ATTACHMENTS..............................................57
   SECTION 10.13. INVESTMENT PURPOSE.............................................................................57
   SECTION 10.14. ENTIRE AGREEMENT...............................................................................57
   SECTION 10.15. GOVERNING LAW; SUBMISSION TO JURISDICTION......................................................57
   SECTION 10.16. LEGAL REPRESENTATION OF PARTIES................................................................58
   SECTION 10.17. JUDGMENT CURRENCY..............................................................................58
   SECTION 10.18. JURY TRIAL WAIVER..............................................................................59


                                      iii
   5

                               TABLE OF CONTENTS

                                                                                                             
EXHIBIT A - TRANCHE A NOTE.......................................................................................63

EXHIBIT B - TRANCHE B NOTE.......................................................................................65

EXHIBIT C - SWING LINE NOTE......................................................................................67

EXHIBIT D - NOTICE OF LOAN.......................................................................................69

EXHIBIT E - COMPLIANCE CERTIFICATE...............................................................................71

EXHIBIT F - REQUEST FOR CONVERSION...............................................................................72

EXHIBIT G - FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT..........................................................74





                                       iv


   6

         This CREDIT AGREEMENT (as the same may from time to time be amended,
restated or otherwise modified, this "Agreement") is made effective as of the
17th day of May, 2001, among NORDSON CORPORATION, an Ohio corporation, 28601
Clemens Road, Westlake, Ohio 44145 ("Borrower"), the banking institutions named
in SCHEDULE 1 hereto (collectively, "Banks", and individually, "Bank"), KEYBANK
NATIONAL ASSOCIATION, 127 Public Square, Cleveland, Ohio 44114-1306, as Lead
Arranger and as Administrative Agent for the Banks under this Agreement (in such
capacity as Administrative Agent, "Agent"), WACHOVIA BANK, N.A., 191 Peachtree
Street, N.E., Atlanta, Georgia 30303, as Co-Lead Arranger and Syndication Agent,
CREDIT LYONNAIS CHICAGO BRANCH, 227 West Monroe Street, Suite 3800, Chicago,
Illinois 60606-5018, as Co-Documentation Agent, and THE BANK OF NOVA SCOTIA, 181
West Madison Street, Chicago, Illinois 60603, as Co-Documentation Agent.


                                   WITNESSETH:

         WHEREAS, Borrower and the Banks desire to contract for the
establishment of credits in the aggregate principal amounts hereinafter set
forth, to be made available to Borrower upon the terms and subject to the
conditions hereinafter set forth;

         NOW, THEREFORE, it is mutually agreed as follows:


                             ARTICLE I. DEFINITIONS

         As used in this Agreement, the following terms shall have the following
meanings:

         "Acquisition" shall mean any transaction or series of related
transactions for the purpose of or resulting, directly or indirectly, in (a) the
acquisition of all or substantially all of the assets of any Person, or any
business or division of any Person, (b) the acquisition of in excess of fifty
percent (50%) of the stock (or other equity interest) of any Person, or (c) the
acquisition of another Person (other than a Company) by a merger or
consolidation or any other combination with such Person.

         "Adjusted LIBOR Rate" shall mean a rate per annum equal to the quotient
obtained (rounded upwards, if necessary, to the nearest 1/100th of 1%) by
dividing (a) the applicable LIBOR Rate by (b) 1.00 minus the Reserve Percentage.

         "Advantage" shall mean any payment (whether made voluntarily or
involuntarily, by offset of any deposit or other indebtedness or otherwise)
received by any Bank in respect of the Debt, if such payment results in that
Bank having less than its pro rata share of the Debt then outstanding, than was
the case immediately before such payment.

         "Affiliate" shall mean any Person, directly or indirectly, controlling,
controlled by or under common control with a Company and "control" (including
the correlative meanings, the terms "controlling", "controlled by" and "under
common control with") shall mean the possession, directly or indirectly, of the
power to direct or cause the direction of the management


   7

and policies of a Company, whether through the ownership of voting securities,
by contract or otherwise.

         "Agent Fee Letter" shall mean the Agent Fee Letter, dated as of the
Closing Date, between Borrower and Agent.

         "Alternate Currency" shall mean Euros, Pounds Sterling, Japanese Yen or
any other currency, other than Dollars, agreed to by Agent in consultation with
the Banks that is freely transferable and convertible into Dollars.

         "Alternate Currency Loan" shall mean a Loan that is denominated in an
Alternate Currency on which Borrower shall pay interest at a rate based on the
Adjusted LIBOR Rate

         "Applicable Facility Fee Rate" shall mean, with respect to the Tranche
A Commitment or the Tranche B Commitment, as the case may be:

                  (a) for the period from the Closing Date through June 30,
         2001, (i) twenty seven and one-half (27.50) basis points with respect
         to the Tranche A Commitment, and (ii) twenty-five (25) basis points
         with respect to the Tranche B Commitment; and

                  (b) commencing with the financial statements for FQE April 30,
         2001, the number of basis points set forth in the following matrix,
         based upon the result of the computation of the Leverage Ratio, shall
         be used to establish the number of basis points that will go into
         effect on July 1, 2001 and thereafter:



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

                      LEVERAGE RATIO               APPLICABLE TRANCHE A FACILITY        APPLICABLE TRANCHE B
                                                              FEE RATE                    FACILITY FEE RATE

         ----------------------------------------------------------------------------------------------------------
                                                                                   
         Greater than or equal to 3.00 to 1.00           32.50 basis points              30.00 basis points

         ----------------------------------------------------------------------------------------------------------
         Greater  than or  equal to 2.50 to 1.00,        27.50 basis points              25.00 basis points
         but less than 3.00 to 1.00

         ----------------------------------------------------------------------------------------------------------
         Greater  than or  equal to 2.00 to 1.00,        25.00 basis points              22.50 basis points
         but less than 2.50 to 1.00

         ----------------------------------------------------------------------------------------------------------
         Greater  than or  equal to 1.50 to 1.00,        22.50 basis points              20.00 basis points
         but less than 2.00 to 1.00

         ----------------------------------------------------------------------------------------------------------
         Greater  than or  equal to 1.00 to 1.00,        20.00 basis points              17.50 basis points
         but less than 1.50 to 1.00

         ----------------------------------------------------------------------------------------------------------
         Less than 1.00 to 1.00                          17.50 basis points              15.00 basis points

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




                                       2
   8


Changes to the Applicable Facility Fee Rate shall be effective on the first day
of the month following the date upon which Agent received, or, if earlier,
should have received, pursuant to Section 5.3 (a) and (b) hereof, the financial
statements of the Companies. The above matrix does not modify or waive, in any
respect, the requirements of Section 5.7 hereof, the rights of Agent and the
Banks to charge the Default Rate, or the rights and remedies of Agent and the
Banks pursuant to Articles VII and VIII hereof.

         "Applicable Margin" shall mean, with respect to the Tranche A
Commitment, the Tranche B Commitment or the Swing Line Commitment, as the case
may be:

                  (a) for the period from the Closing Date through June 30,
         2001, (i) one hundred twenty-two and one-half (122.50) basis points
         with respect to Fixed Rate Loans made pursuant to the Tranche A
         Commitment, (ii) one hundred twenty-five (125) basis points with
         respect to Fixed Rate Loans made pursuant to the Tranche B Commitment,
         and (iii) one hundred twenty-five (125) basis points with respect to
         Swing Loans; and

                  (b) commencing with the financial statements for FQE April 30,
         2001, the number of basis points set forth in the following matrix,
         based upon the result of the computation of the Leverage Ratio, shall
         be used to establish the number of basis points that will go into
         effect on July 1, 2001 and thereafter:



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

                                                    APPLICABLE MARGIN FOR FIXED       APPLICABLE MARGIN FOR FIXED
                     LEVERAGE RATIO               RATE LOANS MADE PURSUANT TO THE   RATE LOANS MADE PURSUANT TO THE
                                                        TRANCHE A COMMITMENT         TRANCHE B COMMITMENT AND SWING
                                                                                                 LOANS
         ----------------------------------------------------------------------------------------------------------
                                                                                    
         Greater than or equal to 3.00 to 1.00          130.00 basis points               132.50 basis points

         ----------------------------------------------------------------------------------------------------------
         Greater  than or equal to 2.50 to 1.00,        122.50 basis points               125.00 basis points
         but less than 3.00 to 1.00

         ----------------------------------------------------------------------------------------------------------
         Greater  than or equal to 2.00 to 1.00,        112.50 basis points               115.00 basis points
         but less than 2.50 to 1.00

         ----------------------------------------------------------------------------------------------------------
         Greater  than or equal to 1.50 to 1.00,         90.00 basis points                92.50 basis points
         but less than 2.00 to 1.00

         ----------------------------------------------------------------------------------------------------------
         Greater  than or equal to 1.00 to 1.00,         67.50 basis points                70.00 basis points
         but less than 1.50 to 1.00

         ----------------------------------------------------------------------------------------------------------
         Less than 1.00 to 1.00                          57.50 basis points                60.00 basis points

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


Changes to the Applicable Margin shall be effective on the first day of the
month following the date upon which Agent received, or, if earlier, Agent should
have received, pursuant to Section 5.3 (a) and (b) hereof, the financial
statements of the Companies. The above matrix does not modify or waive, in any
respect, the requirements of Section 5.7 hereof, the rights of Agent and the
Banks to charge the Default Rate, or the rights and remedies of Agent and the
Banks pursuant to Articles VII and VIII hereof.


                                       3
   9

         "Assignment Agreement" shall mean an Assignment and Acceptance
Agreement in the form of the attached EXHIBIT G.

         "Base Rate" shall mean a rate per annum equal to the greater of (a) the
Prime Rate or (b) one-half of one percent (1/2%) in excess of the Federal Funds
Effective Rate. Any change in the Base Rate shall be effective immediately from
and after such change in the Base Rate.

         "Base Rate Loan" shall mean a Loan described in Section 2.1 hereof on
which Borrower shall pay interest at a rate based on the Base Rate.

         "Business Day" shall mean a day of the year on which banks are not
required or authorized to close in Cleveland, Ohio, and, if the applicable
Business Day relates to any Eurodollar Loan, on which dealings are carried on in
the London interbank eurodollar market, and, if the applicable Business Day
relates to any Alternate Currency Loan, on which commercial banks are open for
international business (including the clearing of currency transfer in the
relevant Alternate Currency) in the principal financial center of the home
country of such Alternate Currency.

         "Capital Distribution" shall mean a payment made, liability incurred or
other consideration given for the purchase, acquisition, redemption or
retirement of any capital stock or other equity interest of any Company or as a
dividend, return of capital or other distribution (other than any stock
dividend, stock split or other equity distribution payable only in capital stock
or other equity of the Company in question) in respect of any Company's capital
stock or other equity interest, including, but not limited to, any Share
Repurchase.

         "Capitalization Ratio" shall mean the ratio of (a) Total Indebtedness
to (b) (i) Total Indebtedness plus (ii) Consolidated Net Worth, for the most
recently completed fiscal quarter of Borrower.

         "Cash Equivalent" shall mean (a) a security that is the direct
obligation of the United States of America, any member state of the European
Union or any other sovereign nation acceptable to Agent so long as the full
faith of and credit of such nation is pledged in support thereof; (b) time
deposits, certificates of deposit or bankers acceptances issued by any Bank or
any other domestic or foreign commercial bank or United States branch of a
foreign bank licensed under the laws of the United States or a State thereof
having (i) capital and surplus in excess of Two Hundred Fifty Million Dollars
($250,000,000) and (ii) a Keefe Bank Watch Rating of "B" or better or, with
respect to any investment or deposit in a foreign bank in excess of Two Hundred
Fifty Thousand Dollars ($250,000), an equivalent rating from a comparable
foreign rating agency (each an "Approved Depository"); (c) commercial paper or
securities that at the time of investment therein is assigned one of the two
highest quality ratings in accordance with the rating systems employed by either
Moody's or Standard & Poor's; or (d) fully collateralized repurchase obligations
entered into with any Bank or Approved Depository, having a term of not more
than thirty (30) days and covering securities of the type describe in subpart
(a) above.

         "Change in Control" shall mean (a) the acquisition of, or, if earlier,
the shareholder or director approval of the acquisition of, ownership or voting
control, directly or indirectly, beneficially or of record, on or after the
Closing Date, by any Person or group (within the


                                       4
   10

meaning of Rule 13d-3 of the Exchange Act) other than the Current Management
Team, of shares representing more than fifty percent (50%) of the aggregate
ordinary Voting Power represented by the issued and outstanding capital stock of
Borrower; (b) the occupation of a majority of the seats (other than vacant
seats) on the board of directors of Borrower by persons who were neither (i)
nominated by the board of directors of Borrower nor (ii) appointed by directors
so nominated; or (c) the occurrence of a Change in Control, as defined in the
Note Purchase Agreement or the 2001 Note Purchase Agreement, or the occurrence
of a change in control, or other similar provision, as defined in any other
Material Indebtedness Agreement.

         "Closing Date" shall mean the effective date of this Agreement.

         "Closing Fee Letter" shall mean the Closing Fee Letter, dated as of the
Closing Date, from Borrower to the Banks.

         "Code" shall mean the Internal Revenue Code of 1986, as amended,
together with the rules and regulations promulgated thereunder.

         "Commitment" shall mean the obligation hereunder of the Banks to (a)
make Tranche A Loans, during the applicable Commitment Period, pursuant to the
Tranche A Commitment, and (b) make Tranche B Loans, during the applicable
Commitment Period, pursuant to the Tranche B Commitment and to convert Tranche B
Loans to a Term Loan, up to, for both (a) and (b), the Total Commitment Amount.

         "Commitment Percentage" shall mean, for each Bank, the percentage set
forth opposite such Bank's name under the column headed "Commitment Percentage"
as described in SCHEDULE 1 hereto.

         "Commitment Period" shall mean the period from the Closing Date to (a)
May 13, 2006, with respect to the Tranche A Commitment, and (b) May 16, 2002,
with respect to the Tranche B Commitment; or such earlier date on which the
Commitment shall have been terminated pursuant to Article VIII hereof.

         "Company" shall mean Borrower or a Subsidiary.

         "Companies" shall mean Borrower and all Subsidiaries.

         "Compliance Certificate" shall mean a certificate, substantially in the
form of the attached EXHIBIT E.

         "Consideration" shall mean, in connection with an Acquisition, the
aggregate consideration paid, including borrowed funds, cash, the issuance of
securities or notes, the assumption or incurring of liabilities (direct or
contingent), the payment, in excess of fair and reasonable amounts, of
consulting fees or fees for a covenant not to compete and any other
consideration paid for the purchase.

         "Consolidated" shall mean the resultant consolidation of the financial
statements of Borrower and its Subsidiaries in accordance with GAAP, including
principles of consolidation


                                       5
   11
consistent with those applied in preparation of the consolidated financial
statements referred to in Section 6.13 hereof.

         "Consolidated Capital Expenditures" shall mean, for any period, the
amount of capital expenditures of Borrower, as determined on a Consolidated
basis and in accordance with GAAP.

         "Consolidated Depreciation and Amortization Charges" shall mean, for
any period, the aggregate of all depreciation and amortization charges for fixed
assets, leasehold improvements and general intangibles (specifically including
goodwill) of Borrower for such period, as determined on a Consolidated basis and
in accordance with GAAP.

         "Consolidated EBIT" shall mean, for any period, on a Consolidated basis
and in accordance with GAAP, Consolidated Net Earnings for such period plus the
aggregate amounts deducted in determining such Consolidated Net Earnings in
respect of (a) income taxes, (b) Consolidated Interest Expense, and (c) EBIT
Adjustments, if any.

         "Consolidated EBITDA" shall mean, for any period, on a Consolidated
basis and in accordance with GAAP, Consolidated EBIT plus Consolidated
Depreciation and Amortization Charges.

         "Consolidated Interest Expense" shall mean, for any period, the
interest expense of Borrower for such period, as determined on a Consolidated
basis and in accordance with GAAP.

         "Consolidated Net Earnings" shall mean, for any period, the net income
(loss) of Borrower for such period, as determined on a Consolidated basis and in
accordance with GAAP.

         "Consolidated Net Worth" shall mean, at any date, the Consolidated
stockholders' equity of Borrower, determined as of such date in accordance with
GAAP.

         "Consolidated Tangible Assets" shall mean the book value of all assets
of the Companies minus goodwill and other general intangibles, as determined on
a Consolidated basis and in accordance with GAAP, based upon the financial
statements of Borrower for the most recently completed fiscal quarter.

         "Consolidated Trailing EBIT" shall mean the sum of (a) Consolidated
EBIT, plus (b)(i) without duplication, the EBIT of Companies acquired by
Borrower and its Subsidiaries during the most recently completed four (4) fiscal
quarters to the extent that such EBIT of Companies acquired is confirmed by
audited financial or other information (which other information need not be
audited or auditable) satisfactory to Agent, minus (ii) the EBIT of Companies
disposed of by Borrower and its Subsidiaries during the most recently completed
four (4) fiscal quarters; provided, however, that, non-recurring gains shall be
excluded from the determination of Consolidated Trailing EBIT.

         "Consolidated Trailing EBITDA" shall mean the sum of (a) Consolidated
EBITDA, plus (b)(i) without duplication, the EBITDA of Companies acquired by
Borrower and its Subsidiaries during the most recently completed four (4) fiscal
quarters to the extent that such EBITDA of Companies acquired is confirmed by
audited financial or other information (which other information need not be
audited or auditable) satisfactory to Agent, minus (ii) the EBITDA of


                                       6
   12

Companies disposed of by Borrower and its Subsidiaries during the most recently
completed four (4) fiscal quarters; provided, however, that, non-recurring gains
shall be excluded from the determination of Consolidated Trailing EBITDA.

         "Consolidated Trailing Interest Expense" shall mean the sum of (a)
Consolidated Interest Expense, plus (b)(i) without duplication, the interest
expense of Companies acquired by Borrower and its Subsidiaries during the most
recently completed four (4) fiscal quarters to the extent that such interest
expense of Companies acquired is confirmed by audited financial or other
information (which other information need not be audited or auditable)
satisfactory to Agent, minus (ii) the interest expense of Companies disposed of
by Borrower and its Subsidiaries during the most recently completed four (4)
fiscal quarters.

         "Consolidated Trailing Net Earnings" shall mean the sum of (a)
Consolidated Net Earnings, plus (b)(i) without duplication, the Net Earnings of
Companies acquired by Borrower and its Subsidiaries during the most recently
completed four (4) fiscal quarters to the extent that such Net Earnings of such
Companies acquired is confirmed by audited financial or other information (which
other information need not be audited or auditable) satisfactory to Agent, minus
(ii) the Net Earnings of Companies disposed of by Borrower and its Subsidiaries
during the most recently completed four (4) fiscal quarters.

         "Controlled Group" shall mean a Company and each Person required to be
aggregated with a Company under Code Sections 414(b), (c), (m) or (o).

         "Conversion Date" shall mean the last day of the Commitment Period
applicable to the Tranche B Commitment.

         "Credit Exposure" shall mean, at any time, the sum of (a) the Tranche A
Exposure, and (b) the Tranche B Exposure.

         "Current Management Team" shall mean any group comprised of the chief
executive officer, the chief operating officer, the chief financial officer and
other senior management of Borrower (or any combination thereof) as in place on
the Closing Date, and their respective spouses and children (and/or trusts of
which the only beneficiaries are such members of senior management and their
respective spouses and children) or any "group" (within the meaning of Rule 13d
under the Exchange Act) that includes at least three (3) of such members of
senior management , together with their "affiliates" and "associates" (within
the meaning of Rule 12b-2 under the Exchange Act).

         "Debt" shall mean, collectively, all Indebtedness incurred by Borrower
to the Banks pursuant to this Agreement and includes the principal of and
interest on all Notes and each extension, renewal or refinancing thereof in
whole or in part, the facility fees, other fees and any prepayment fees and
other amounts payable hereunder.

         "Default" shall mean an event or condition that constitutes, or with
the lapse of any applicable grace period or the giving of notice or both would
constitute, an Event of Default and that has not been waived by the Required
Banks in writing.


                                       7
   13

         "Default Rate" shall mean, with respect to any Loan, a rate per annum
equal to two percent (2%) in excess of the rate otherwise applicable thereto,
and, with respect to any other amount, if no rate is specified or available,
then two percent (2%) in excess of the Base Rate.

         "Depreciation and Amortization Charges" shall mean, for any period, in
accordance with GAAP, the aggregate of all such charges for fixed assets,
leasehold improvements and general intangibles (specifically including goodwill)
of a Person for such period.

         "Derived Fixed Rate" shall mean (a) with respect to a Eurodollar Loan,
a rate per annum equal to the sum of the Applicable Margin (from time to time in
effect) plus the Adjusted LIBOR Rate applicable to Eurodollars, or (b) with
respect to an Alternate Currency Loan, a rate per annum equal to the sum of the
Applicable Margin (from time to time in effect) plus the Adjusted LIBOR Rate
applicable to the relevant Alternate Currency.

         "Derived Swing Loan Rate" shall mean a rate per annum equal to (a)
Agent's costs of funds as quoted to Borrower by Agent and agreed to by Borrower,
plus (b) the Applicable Margin (from time to time in effect).

         "Dollar" and the sign "$" shall mean lawful money of the United States
of America.

         "Dollar Equivalent" of (a) an Alternate Currency Loan, shall mean the
Dollar equivalent of the amount of such Alternate Currency Loan, determined by
Agent on the basis of its spot rate at approximately 11:00 A.M. London time on
the date two (2) Business Days before the date of such Alternate Currency Loan,
for the purchase of the relevant Alternate Currency with Dollars for delivery on
the date of such Alternate Currency Loan, and (b) any other amount shall mean
the Dollar equivalent of such amount, determined by Agent on the basis of its
spot rate at approximately 11:00 A.M. London time on the date for which the
Dollar equivalent amount of such amount is being determined, for the purchase of
the relevant Alternate Currency with Dollars for delivery on such date;
provided, however, that, in calculating the Dollar Equivalent for purposes of
determining (i) Borrower's obligation to prepay Loans pursuant to Section 2.8
hereof, or (ii) Borrower's ability to request additional Loans pursuant to the
Commitment, Agent may, in its discretion, on any Business Day (prior to payment
in full of the Debt) selected by Agent, calculate the Dollar Equivalent of each
such Loan. Agent shall notify Borrower of the Dollar Equivalent of such
Alternate Currency Loan or any other amount at the time that Dollar Equivalent
is determined.

         "Domestic Company" shall mean Borrower or a Domestic Subsidiary.

         "Domestic Subsidiary" shall mean a Subsidiary that is not a Foreign
Subsidiary.

         "EBIT" shall mean, for any period, in accordance with GAAP, Net
Earnings for such period, plus the aggregate amounts deducted in determining
such Net Earnings in respect of (a) income taxes and (b) interest expense.

         "EBIT Adjustments" shall mean (a) for the 2000 and 2001 fiscal year of
Borrower, non-cash charges taken by Borrower in connection with Borrower's
"Action 2000 Plan" up to an aggregate amount, for all such changes, not to
exceed Eleven Million Dollars ($11,000,000), and (b) in addition to the amounts
set forth in subpart (a), other non-cash charges taken by Borrower


                                       8
   14

during any fiscal quarter of Borrower in accordance with GAAP, up to an
aggregate amount for all such charges during any period of four (4) consecutive
fiscal quarters of Borrower, not to exceed Eight Million Dollars ($8,000,000).

         "EBITDA" shall mean, for any period, in accordance with GAAP, Net
Earnings for such period, plus the aggregate amounts deducted in determining
such Net Earnings in respect of (a) income taxes, (b) interest expense, and (c)
Depreciation and Amortization Charges.

         "Environmental Laws" shall mean all provisions of law, statutes,
ordinances, rules, regulations, permits, licenses, judgments, writs,
injunctions, decrees, orders, awards and standards promulgated by the government
of the United States of America or any other applicable country or sovereignty
or by any state or municipality thereof or by any court, agency,
instrumentality, regulatory authority or commission of any of the foregoing
concerning health, safety and protection of, or regulation of the discharge of
substances into, the environment.

         "ERISA" shall mean the Employee Retirement Income Security Act of 1974,
as amended from time to time, and the regulations promulgated pursuant thereto.

         "ERISA Event" shall mean (a) the existence of a condition or event with
respect to an ERISA Plan that presents a risk of the imposition of an excise tax
or any other liability on a Company or of the imposition of a Lien on the assets
of a Company; (b) the engagement by a Controlled Group member in a non-exempt
"prohibited transaction" (as defined under ERISA Section 406 or Code Section
4975) or a breach of a fiduciary duty under ERISA that could result in liability
to a Company; (c) the application by a Controlled Group member for a waiver from
the minimum funding requirements of Code Section 412 or ERISA Section 302 or a
Controlled Group member is required to provide security under Code Section
401(a)(29) or ERISA Section 307; (d) the occurrence of a Reportable Event with
respect to any Pension Plan as to which notice is required to be provided to the
PBGC; (e) the withdrawal by a Controlled Group member from a Multiemployer Plan
in a "complete withdrawal" or a "partial withdrawal" (as such terms are defined
in ERISA Sections 4203 and 4205, respectively); (f) the involvement of, or
occurrence or existence of any event or condition that makes likely the
involvement of, a Multiemployer Plan in any reorganization under ERISA Section
4241; (g) the failure of an ERISA Plan (and any related trust) that is intended
to be qualified under Code Sections 401 and 501 to be so qualified or the
failure of any "cash or deferred arrangement" under any such ERISA Plan to meet
the requirements of Code Section 401(k); (h) the taking by the PBGC of any steps
to terminate a Pension Plan or appoint a trustee to administer a Pension Plan,
or the taking by a Controlled Group member of any steps to terminate a Pension
Plan; (i) the failure by a Controlled Group member or an ERISA Plan to satisfy
any requirements of law applicable to an ERISA Plan; (j) the commencement,
existence or threatening of a claim, action, suit, audit or investigation with
respect to an ERISA Plan, other than a routine claim for benefits; or (k) any
occurrence by or any expectation of the incurrence by a Controlled Group member
of any liability for post-retirement benefits under any Welfare Plan, other than
as required by ERISA Section 601, ET. SEQ. or Code Section 4980B, that, as to
(a) through (k) above, would reasonably be likely to have or result in a
Material Adverse Effect.

         "ERISA Plan" shall mean an "employee benefit plan" (within the meaning
of ERISA Section 3(3)) that a Controlled Group member at any time sponsors,
maintains, contributes to, has liability with respect to or has an obligation to
contribute to such plan.


                                       9
   15

         "Eurocurrency Liabilities" shall have the meaning assigned to that term
in Regulation D of the Board of Governors of the Federal Reserve System, as in
effect from time to time.

         "Eurodollar" shall mean a Dollar denominated deposit in a bank or
branch outside of the United States.

         "Eurodollar Loan" shall mean a Loan described in Section 2.1 hereof on
which Borrower shall pay interest at a rate based upon the Adjusted LIBOR Rate
applicable to Eurodollars.

         "Event of Default" shall mean an event or condition that constitutes an
event of default as defined in Article VII hereof.

         "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

         "Federal Funds Effective Rate" shall mean, for any day, the rate per
annum (rounded upward to the nearest one one-hundredth of one percent (1/100 of
1%)) announced by the Federal Reserve Bank of New York (or any successor) on
such day as being the weighted average of the rates on overnight federal funds
transactions arranged by federal funds brokers on the previous trading day, as
computed and announced by such Federal Reserve Bank (or any successor) in
substantially the same manner as such Federal Reserve Bank computes and
announces the weighted average it refers to as the "Federal Funds Effective
Rate" as of the Closing Date.

         "Financial Officer" shall mean any of the following officers: chief
executive officer, president, vice president-finance, chief financial officer,
controller or treasurer. Unless otherwise qualified, all references to a
Financial Officer in this Agreement shall refer to a Financial Officer of
Borrower.

         "Fixed Rate Loan" shall mean a Eurodollar Loan or an Alternate Currency
Loan.

         "Foreign Subsidiary" shall mean a Subsidiary that is organized outside
of the United States.

         "FQE April 30" shall mean, for any fiscal year of Borrower, Borrower's
fiscal quarter of such year ending on or about April 30.

         "FQE January 31" shall mean, for any fiscal year of Borrower,
Borrower's fiscal quarter of such year ending on or about January 31.

         "FQE July 31" shall mean, for any fiscal year of Borrower, Borrower's
fiscal quarter of such year ending on or about July 31.

         "FQE October 31" shall mean, for any fiscal year of Borrower,
Borrower's fiscal quarter of such year ending on or about October 31.



                                       10
   16

         "GAAP" shall mean generally accepted accounting principles as then in
effect, which shall include the official interpretations thereof by the
Financial Accounting Standards Board, applied on a basis consistent with the
past accounting practices and procedures of Borrower.

         "Guarantor" shall mean a Person that pledges its credit or property in
any manner for the payment or other performance of the indebtedness, contract or
other obligation of another and includes (without limitation) any guarantor
(whether of payment or of collection), surety, co-maker, endorser or Person that
agrees conditionally or otherwise to make any purchase, loan or investment in
order thereby to enable another to prevent or correct a default of any kind.

         "Guarantor of Payment" shall mean any Company that executes and
delivers a Guaranty of Payment on or after the Closing Date, or any other Person
that shall deliver a Guaranty of Payment to Agent on or after the Closing Date
in connection with this Agreement.

         "Guaranty of Payment" shall mean each Guaranty of Payment of Debt
executed and delivered on or after the Closing Date in connection herewith by
the Guarantors of Payment, as the same may from time to time be amended,
restated or otherwise modified.

         "Hedge Agreement" shall mean any (a) hedge agreement, interest rate
swap, cap, collar or floor agreement, or other interest rate management device
entered into by Borrower with any Person in connection with any Indebtedness of
Borrower, or (b) currency swap agreement, forward currency purchase agreement or
similar arrangement or agreement designed to protect against fluctuations in
currency exchange rates.

         "Indebtedness" shall mean, for any Company (excluding in all cases
trade payables payable in the ordinary course of business by such Company),
without duplication, (a) all obligations to repay borrowed money, direct or
indirect, incurred, assumed, or guaranteed, (b) all obligations for the deferred
purchase price of capital assets, (c) all obligations under conditional sales or
other title retention agreements (other than a true consignment), (d) all
obligations (contingent or otherwise) under any letter of credit, banker's
acceptance or Hedge Agreement, (e) all synthetic leases, (f) all lease
obligations that have been or should be capitalized on the books of such Company
in accordance with GAAP, (g) all obligations of such Company with respect to
asset securitization financing programs, including, but not limited to, all
indebtedness under the Permitted Receivables Facility, (h) all obligations to
advance funds to, or to purchase assets, property or services from, any other
Person in order to maintain the financial condition of such Person, and (i) any
other transaction (including forward sale or purchase agreements) having the
commercial effect of a borrowing of money entered into by such Company to
finance its operations or capital requirements.

         "Interest Adjustment Date" shall mean the last day of each Interest
Period.

         "Interest Coverage Ratio" shall mean, for the most recently completed
four (4) fiscal quarters of Borrower, on a Consolidated basis and in accordance
with GAAP, the ratio of (a) Consolidated Trailing EBIT to (b) Consolidated
Trailing Interest Expense.

         "Interest Period" shall mean, with respect to a Fixed Rate Loan, a
period of one (1), two (2), three (3) or six (6) months, as selected by Borrower
in accordance with Section 2.2 hereof, commencing on the applicable date of
borrowing or conversion of such Fixed Rate Loan and on


                                       11
   17

each Interest Adjustment Date with respect thereto; provided, however, that if
any such period would be affected by a reduction in the Commitment as provided
in Section 2.6 hereof, prepayment or conversion rights or obligations as
provided in Section 2.1 or 3.5 hereof, or maturity of Fixed Rate Loans as
provided in Section 2.1 hereof, Borrower shall not select a period that extends
beyond the date of such reduction, prepayment, conversion or maturity; provided,
further, that, if (a) Borrower fails to select a new Interest Period with
respect to an outstanding Eurodollar Loan at least three (3) Business Days prior
to the Interest Adjustment Date applicable to such Eurodollar Loan, Borrower
shall be deemed to have converted such Eurodollar Loan to a Base Rate Loan at
the end of the then current Interest Period, or (b) Borrower fails to select a
new Interest Period with respect to an outstanding Alternate Currency Loan at
least three (3) Business Days prior to the Interest Adjustment Date applicable
to such Alternative Currency Loan, such Alternate Currency Loan shall be repaid
on the last day of the applicable Interest Period.

         "Leverage Ratio" shall mean, at any time, for the most recently
completed four (4) fiscal quarters of Borrower, on a Consolidated basis and in
accordance with GAAP, the ratio of (a) Total Indebtedness to (b) Consolidated
Trailing EBITDA.

         "LIBOR Rate" shall mean:

                  (a) with respect to a Eurodollar Loan, for any Interest
          Period, the per annum rate of interest, determined by Agent in
          accordance with its usual procedures (which determination shall be
          conclusive absent manifest error) as of approximately 11:00 A.M.
          (London time) two (2) Business Days prior to the beginning of such
          Interest Period pertaining to such Eurodollar Loan, as provided by
          Reuters (or, if for any reason such rate is unavailable from Reuters,
          from any other similar company or service that provides rate
          quotations comparable to those currently provided by Reuters) as the
          rate in the London interbank market for Dollar deposits in immediately
          available funds with a maturity comparable to such Interest Period. In
          the event that such rate quotation is not available for any reason,
          then the rate for purposes of this subpart (a) shall be the average
          (rounded upward to the nearest 1/16th of 1%) of the per annum rates at
          which deposits in immediately available funds in Dollars for the
          relevant Interest Period and in the amount of the Eurodollar Loan to
          be disbursed or to remain outstanding during such Interest Period, as
          the case may be, are offered to Agent (or an affiliate of Agent, in
          Agent's discretion) by prime banks in any Eurodollar market reasonably
          selected by Agent, determined as of 11:00 A.M. (London time) (or as
          soon thereafter as practicable), two (2) Business Days prior to the
          beginning of the relevant Interest Period pertaining to such
          Eurodollar Loan hereunder; and

                  (b) with respect to an Alternate Currency Loan, for any
          Interest Period, the per annum rate of interest, determined by Agent
          in accordance with its usual procedures (which determination shall be
          conclusive absent manifest error) as of approximately 11:00 A.M.
          (London time) two (2) Business Days prior to the beginning of such
          Interest Period pertaining to such Alternate Currency Loan, as listed
          on British Bankers Association Interest Rate LIBOR 01 or 02 as
          provided by Reuters (or, if for any reason such rate is unavailable
          from Reuters, from any other similar company or service that provides
          rate quotations comparable to those currently provided by Reuters) as
          the rate if the London interbank market for deposits in the relevant
          Alternate Currency in


                                       12
   18

         immediately available funds with a maturity comparable to such Interest
         Period. In the event that such rate quotation is not available for any
         reason, then the rate for purposes of this subpart (b) shall be the
         average (rounded upward to the nearest 1/16th of 1%) of the per annum
         rates at which deposits in immediately available funds in the relevant
         Alternate Currency for the relevant Interest Period and in the amount
         of the Alternate Currency Loan to be disbursed or to remain outstanding
         during such Interest Period, as the case may be, are offered to Agent
         (or an affiliate of Agent, in Agent's discretion) by prime banks in any
         Alternate Currency market reasonably selected by Agent, determined as
         of 11:00 A.M. (London time) (or as soon thereafter as practicable), two
         (2) Business Days prior to the beginning of the relevant Interest
         Period pertaining to such Alternate Currency Loan hereunder.

         "Lien" shall mean any mortgage, security interest, lien (statutory or
other), charge, encumbrance on, pledge or deposit of, or conditional sale,
leasing, sale with a right of redemption or other title retention agreement and
any capitalized lease with respect to any property (real or personal) or asset.

         "Loan" shall mean a Tranche A Loan, a Tranche B Loan, the Term Loan or
a Swing Loan.

         "Loan Documents" shall mean, collectively, this Agreement, each Note,
each Guaranty of Payment, the Agent Fee Letter, the Closing Fee Letter and any
other documents relating to any of the foregoing, as any of the foregoing may
from time to time be amended, restated or otherwise modified or replaced.

         "Material Adverse Effect" shall mean a material adverse effect on (a)
the business, operations, property or condition (financial or otherwise) of
Borrower, (b) the business, operations, property or condition (financial or
otherwise) of Borrower and its Subsidiaries taken as a whole, or (c) the
validity or enforceability of this Agreement or any of the other Loan Documents
or the rights and remedies of Agent or the Banks hereunder or thereunder.

         "Material Indebtedness Agreement" shall mean any debt instrument, lease
(capital, operating or otherwise), guaranty, contract, commitment, agreement or
other arrangement evidencing any Indebtedness of any Company in excess of the
aggregate amount of Seven Million Five Hundred Thousand Dollars ($7,500,000).

         "Maximum Amount" shall mean, for each Bank, the amount set forth
opposite such Bank's name under the column headed "Maximum Amount" as listed on
SCHEDULE 1 hereto.

         "Maximum Tranche A Amount" shall mean Two Hundred Fifty Million Dollars
($250,000,000), as such amount may be reduced pursuant to Section 2.6 hereof.

         "Maximum Tranche B Amount" shall mean One Hundred Million Dollars
($100,000,000), as such amount may be reduced pursuant to Section 2.6 hereof.

         "Moody's" shall mean Moody's Investors Service, Inc., or any successor
to such company.


                                       13
   19

         "Multiemployer Plan" shall mean a Pension Plan that is subject to the
requirements of Subtitle E of Title IV of ERISA.

         "Net Earnings" shall mean, for any period, the net income (loss) for
such period, determined in accordance with GAAP.

         "Note" shall mean any Tranche A Note, any Tranche B Note, the Swing
Line Note or any other note delivered pursuant to this Agreement.

         "Note Purchase Agreement" shall mean the Note Purchase Agreement, dated
as of August 1, 1997, between Borrower and Metropolitan Life Insurance Company,
with respect to the 6.78% Senior Notes Due August 29, 2007.

         "2001 Note Purchase Agreement" shall mean the Note Purchase Agreement,
dated as of May 1, 2001, with respect to Borrower's Senior Notes Due May 1,
2011.

         "Notice of Loan" shall mean a Notice of Loan in the form of the
attached EXHIBIT D.

         "Obligor" shall mean (a) a Person whose credit or any of whose property
is pledged to the payment of the Debt and includes, without limitation, any
Guarantor, and (b) any signatory to a Related Writing.

         "Organizational Documents" shall mean, with respect to any Person
(other than an individual), such Person's Articles (Certificate) of
Incorporation, or equivalent formation documents, and Regulations (Bylaws), or
equivalent governing documents, and any amendments to any of the foregoing.

         "PBGC" shall mean the Pension Benefit Guaranty Corporation, or its
successor.

         "Pension Plan" shall mean an ERISA Plan that is a "pension plan"
(within the meaning of ERISA Section 3(2)).

         "Permitted Foreign Subsidiary Loans and Investments" shall mean (a) the
investments by a Domestic Company (other than the Receivables Subsidiary) in
Foreign Subsidiaries existing as of the Closing Date, as set forth on SCHEDULE
5.11 hereto; (b) loans and investments by a Domestic Company (other than the
Receivables Subsidiary) to or in a Foreign Subsidiary made on or after the
Closing Date in the ordinary course of business, so long as the aggregate amount
of all such loans and investments does not, at any time, exceed Forty Million
Dollars ($40,000,000); and (c) loans to a Foreign Subsidiary by any Person
(other than a Company), and any guaranty of such loans by a Domestic Subsidiary
(other than the Receivables Subsidiary), so long as the aggregate principal
amount of all such loans does not exceed Twenty Million Dollars ($20,000,000) at
any time.

         "Permitted Investment" shall mean an investment of a Company in the
stock (or other debt or equity instruments) of a Person (other than a Company),
so long as the aggregate amount of all such investments of all Companies does
not exceed, at any time, the greater of (a) Twenty-Five Million Dollars
($25,000,000), or (b) an amount equal to five percent (5%) of Consolidated
Tangible Assets.


                                       14
   20

         "Permitted Receivables Facility" shall mean an accounts receivable
facility whereby the Companies sell or transfer the accounts receivables of the
Companies to the Receivables Subsidiary which in turn transfers to a buyer,
purchaser or lender undivided fractional interests in such accounts receivable,
so long as (a) no portion of the Indebtedness or any other obligation
(contingent or otherwise) under such Permitted Receivables Facility is
guaranteed by any Company, (b) there is no recourse or obligation to any Company
(other than the Receivables Subsidiary) whatsoever other than pursuant to
customary representations, warranties, covenants and indemnities entered into in
the ordinary course of business in connection with such Permitted Receivables
Subsidiary, and (c) no Company (other than the Receivables Subsidiary) provides,
either directly or indirectly, any other credit support of any kind in
connection with such Permitted Receivables Facility other than as set forth in
subpart (b) of this definition.

         "Person" shall mean any individual, sole proprietorship, partnership,
joint venture, unincorporated organization, corporation, limited liability
company, institution, trust, estate, government or other agency or political
subdivision thereof or any other entity.

         "Prime Rate" shall mean the interest rate established from time to time
by Agent as Agent's prime rate, whether or not such rate is publicly announced;
the Prime Rate may not be the lowest interest rate charged by Agent for
commercial or other extensions of credit. Each change in the Prime Rate shall be
effective immediately from and after such change.

         "Receivables Related Assets" shall mean accounts receivable,
instruments, chattel paper, obligations, general intangibles and other similar
assets, in each case relating to receivables subject to the Permitted
Receivables Facility, including interests in merchandise or goods, the sale or
lease of which gave rise to such receivables, related contractual rights,
guaranties, insurance proceeds, collections and proceeds of all of the
foregoing.

         "Receivables Subsidiary" shall mean a Wholly-Owned Subsidiary of
Borrower that is established as a "bankruptcy remote" Subsidiary for the sole
purpose of acquiring accounts receivable under the Permitted Receivables
Facility and that shall not engage in any activities other than in connection
with the Permitted Receivables Facility.

         "Related Writing" shall mean each Loan Document and any other
assignment, mortgage, security agreement, guaranty agreement, subordination
agreement, financial statement, audit report or other writing furnished by
Borrower, any Subsidiary or any Obligor, or any of their respective officers, to
the Banks pursuant to or otherwise in connection with this Agreement.

         "Reportable Event" shall mean a reportable event as that term is
defined in Title IV of ERISA, except actions of general applicability by the
Secretary of Labor under Section 110 of such Act.

         "Request for Conversion" shall mean a Request for Conversion in the
form of the attached EXHIBIT F.

         "Required Banks" shall mean the holders of greater than fifty percent
(50%) of the Total Commitment Amount, or, if there is any borrowing hereunder,
the holders of greater than fifty


                                       15
   21

percent (50%) of the aggregate principal amount outstanding under the Notes
(other than the Swing Line Note).

         "Reserve Percentage" shall mean for any day that percentage (expressed
as a decimal) that is in effect on such day, as prescribed by the Board of
Governors of the Federal Reserve System (or any successor) for determining the
maximum reserve requirement (including, without limitation, all basic,
supplemental, marginal and other reserves and taking into account any
transitional adjustments or other scheduled changes in reserve requirements) for
a member bank of the Federal Reserve System in Cleveland, Ohio, in respect of
Eurocurrency Liabilities. The Adjusted LIBOR Rate shall be adjusted
automatically on and as of the effective date of any change in the Reserve
Percentage.

         "Restricted Payment" shall mean, with respect to any Company, (a) any
Capital Distribution, or (b) any amount paid by such Company in repayment,
redemption, retirement, repurchase, direct or indirect, of any Subordinated
Indebtedness.

         "SEC" shall mean the United States Securities and Exchange Commission,
or any governmental body or agency succeeding to any of its principal functions.

         "Share Repurchase" shall mean the purchase, repurchase, redemption or
other acquisition by Borrower from any Person of any capital stock or other
equity interest of Borrower.

         "Standard & Poor's" shall mean Standard & Poor's Ratings Group, a
division of McGraw-Hill, Inc., or any successor to such company.

         "Subordinated", as applied to Indebtedness, shall mean that the
Indebtedness has been subordinated (by written terms or written agreement being,
in either case, in form and substance satisfactory to Agent and the Required
Banks) in favor of the prior payment in full of the Debt.

         "Subsidiary" of Borrower or any of its Subsidiaries shall mean (a) a
corporation more than fifty percent (50%) of the Voting Power of which is owned,
directly or indirectly, by Borrower or by one or more other subsidiaries of
Borrower or by Borrower and one or more subsidiaries of Borrower, (b) a
partnership or limited liability company of which Borrower, one or more other
subsidiaries of Borrower or Borrower and one or more subsidiaries of Borrower,
directly or indirectly, is a general partner or managing member, as the case may
be, or otherwise has the power to direct the policies, management and affairs
thereof, or (c) any other Person (other than a corporation) in which Borrower,
one or more other subsidiaries of Borrower or Borrower and one or more
subsidiaries of Borrower, directly or indirectly, has at least a majority
interest in the Voting Power or the power to direct the policies, management and
affairs thereof.

         "Swing Line" shall mean the credit facility established by Agent for
Borrower in accordance with subpart 2 of Section 2.1A hereof.

         "Swing Line Commitment" shall mean the commitment of Agent to make
Swing Loans to Borrower up to the maximum aggregate amount at any time
outstanding of Fifteen Million Dollars ($15,000,000) in accordance with the
terms and conditions of the Swing Line.



                                       16
   22
         "Swing Line Exposure" shall mean, at any time, the aggregate principal
amount of all Swing Loans outstanding.

         "Swing Line Note" shall mean the Swing Line Note executed and delivered
pursuant to subpart 2 of Section 2.1A hereof.

         "Swing Loan" shall mean a Loan granted to Borrower by Agent under the
Swing Line.

         "Swing Loan Maturity Date" shall mean, with respect to any Swing Loan,
the earlier of (a) seven (7) days after the date such Swing Loan is made, or (b)
the last day of the Commitment Period applicable to the Tranche A Commitment.

         "Term Loan" shall mean the term loan to which the Tranche B Loans have
been converted on the Conversion Date pursuant to Section 2.1B hereof.

         "Term Loan Maturity Date" shall mean May 16, 2003.

         "Total Commitment Amount" shall mean the principal amount of Three
Hundred Fifty Million Dollars ($350,000,000) (or its Dollar Equivalent in
Alternate Currency), or such lesser amount as shall be determined pursuant to
Section 2.6 hereof; provided, however, that, for the purposes of determining the
Total Commitment Amount, Agent may, in its discretion, calculate the Dollar
Equivalent of any Loan on any Business Day selected by Agent.

         "Total Indebtedness" shall mean, at any time, on a Consolidated basis,
all Indebtedness of Borrower, including, but not limited to, current, long-term
and Subordinated Indebtedness, if any, and all Indebtedness under the Permitted
Receivables Facility; provided, however, that in determining the amount of the
Indebtedness under any Hedge Agreement, such amount shall be determined as of
the end of the most recently completed fiscal quarter of Borrower, based upon
the assumption that such Hedge Agreement had terminated at the end of such
fiscal quarter, and in making such determination, if any agreement relating to
such Hedge Agreement provides for the netting of amounts payable by and to any
Person thereunder or if any such agreement provides for the simultaneous payment
of amounts by and to any such Person, then in each such case, the amount of such
obligation shall be the net amount of such obligations.

         "Tranche A Commitment" shall mean the obligation hereunder, during the
applicable Commitment Period, of (a) each Bank to participate in the making of
Tranche A Loans up to the aggregate amount set forth opposite such Bank's name
under the column headed "Tranche A Commitment Amount" as set forth on SCHEDULE 1
hereto (or such lesser amount as shall be determined pursuant to Section 2.6
hereof), and (b) Agent to make Swing Loans pursuant to the Swing Line
Commitment.
 .
         "Tranche A Exposure" shall mean, at any time, the sum of (a) the
aggregate principal Dollar or Dollar Equivalent amount of all Tranche A Loans
outstanding, and (b) the Swing Line Exposure.

         "Tranche A Loan" shall mean a Loan granted to Borrower by the Banks in
accordance with Section 2.1A hereof.


                                       17
   23

         "Tranche A Note" shall mean any Tranche A Note executed and delivered
pursuant to Section 2.1A hereof.

         "Tranche B Commitment" shall mean the obligation hereunder, during the
applicable Commitment Period, of each Bank to participate in the making of
Tranche B Loans up to the aggregate amount set forth opposite such Bank's name
under the column headed "Tranche B Commitment Amount" as set forth on SCHEDULE 1
hereto (or such lesser amount as shall be determined pursuant to Section 2.6
hereof).

         "Tranche B Exposure" shall mean, at any time, the aggregate principal
Dollar or Dollar Equivalent amount of all Tranche B Loans outstanding.

         "Tranche B Loan" shall mean a Loan granted to Borrower by the Banks in
accordance with subpart 1 of Section 2.1B hereof.

         "Tranche B Note" shall mean any Tranche B Note executed and delivered
pursuant to Section 2.1B hereof.

         "Voting Power" shall mean, with respect to any Person, the exclusive
ability to control, through the ownership of shares of capital stock,
partnership interests, membership interests or otherwise, the election of
members of the board of directors or other similar governing body of such
Person, and the holding of a designated percentage of Voting Power of a Person
means the ownership of shares of capital stock, partnership interests,
membership interests or other interests of such Person sufficient to control
exclusively the election of that percentage of the members of the board of
directors or similar governing body of such Person.

         "Welfare Plan" shall mean an ERISA Plan that is a "welfare plan" within
the meaning of ERISA Section 3(l).

         "Wholly-Owned Subsidiary" shall mean, with respect to any Person, any
corporation, limited liability company or other entity, all of the securities or
other ownership interest of which having ordinary voting power to elect a
majority of the board of directors, or other persons performing similar
functions, are at the time directly or indirectly owned by such Person.

         Any accounting term not specifically defined in this Article I shall
have the meaning ascribed thereto by GAAP.

         The foregoing definitions shall be applicable to the singular and
plurals of the foregoing defined terms.


                     ARTICLE II. AMOUNT AND TERMS OF CREDIT

         SECTION 2.1. AMOUNT AND NATURE OF CREDIT. Subject to the terms and
conditions of this Agreement, each Bank shall participate, to the extent
hereinafter provided, in making Loans to Borrower in such aggregate amount as
Borrower shall request pursuant to the Commitment; provided, however, that in no
event shall the aggregate principal amount of all Loans outstanding under this
Agreement be in excess of the Total Commitment Amount.


                                       18
   24

         Each Bank, for itself and not one for any other, agrees to participate
in Loans made hereunder during the Commitment Period on such basis that
immediately after the completion of any borrowing by Borrower, (a) the aggregate
principal amount then outstanding on the Notes (other than the Swing Line Note)
issued to such Bank shall not be in excess of the Maximum Amount for such Bank,
and (b) the aggregate principal amount outstanding on the Notes (other than the
Swing Line Note) issued to such Bank shall represent that percentage of the
aggregate principal amount then outstanding on all Notes (including the Notes
held by such Bank) that is such Bank's Commitment Percentage.

         Each borrowing (other than Swing Loans) from the Banks hereunder shall
be made pro rata according to the respective Commitment Percentages of the
Banks. The Loans may be made as Tranche A Loans, Swing Loans and Tranche B
Loans, and Tranche B Loans may be converted to a Term Loan as follows:

         A.       TRANCHE A COMMITMENT.

         1.       TRANCHE A LOANS.

         Subject to the terms and conditions of this Agreement, during the
applicable Commitment Period, the Banks shall make a Tranche A Loan or Tranche A
Loans to Borrower in such amount or amounts as Borrower may from time to time
request, but not exceeding in aggregate principal amount at any time outstanding
hereunder the Maximum Tranche A Amount, when such Tranche A Loans are combined
with the Swing Line Exposure. Borrower shall have the option, subject to the
terms and conditions set forth herein, to borrow Tranche A Loans, maturing on
the last day of the applicable Commitment Period, by means of any combination of
(a) Base Rate Loans, (b) Eurodollar Loans, or (c) Alternate Currency Loans. With
respect to each Alternate Currency Loan, subject to the other provisions of this
Agreement, Borrower shall have the right to receive all of the proceeds of such
Alternate Currency Loan in an Alternate Currency. Each Alternate Currency Loan
shall be made in a single Alternate Currency.

         Borrower shall pay interest on the unpaid principal amount of Base Rate
Loans outstanding from time to time from the date thereof until paid at the Base
Rate from time to time in effect. Interest on such Base Rate Loans shall be
payable, commencing June 30, 2001, and on the last day of each succeeding
September, December, March and June thereafter and at the maturity thereof.

         Borrower shall pay interest on the unpaid principal amount of each
Fixed Rate Loan outstanding from time to time, fixed in advance on the first day
of the Interest Period applicable thereto through the last day of the Interest
Period applicable thereto (but subject to changes in the Applicable Margin), at
the Derived Fixed Rate. Interest on such Fixed Rate Loans shall be payable on
each Interest Adjustment Date (provided that if an Interest Period exceeds three
(3) months, the interest must be paid every three (3) months, commencing three
(3) months from the beginning of such Interest Period).

         At the request of Borrower to Agent, subject to the notice and other
provisions of Section 2.2 hereof, the Banks shall convert Base Rate Loans to
Eurodollar Loans at any time and shall


                                       19
   25

convert Eurodollar Loans to Base Rate Loans on any Interest Adjustment Date. No
Alternate Currency Loan may be converted to a Base Rate Loan or a Eurodollar
Loan.

         The obligation of Borrower to repay the Base Rate Loans and Fixed Rate
Loans made by each Bank pursuant to this Section 2.1A and to pay interest
thereon shall be evidenced by a Tranche A Note of Borrower in the form of
EXHIBIT A hereto, payable to the order of such Bank in the principal amount of
its Tranche A Commitment, or, if less, the aggregate unpaid principal amount of
Tranche A Loans made hereunder by such Bank. Subject to the provisions of this
Agreement, Borrower shall be entitled under this subpart 1 of Section 2.1A to
borrow funds, repay the same in whole or in part and re-borrow hereunder at any
time and from time to time during the applicable Commitment Period.

         2. SWING LOANS.

         Subject to the terms and conditions of this Agreement, during the
Commitment Period applicable to the Tranche A Commitment, Agent shall make a
Swing Loan or Swing Loans to Borrower in such amount or amounts as Borrower may
from time to time request; provided that Borrower shall not request any Swing
Loan hereunder if, after giving effect thereto, (a) the Tranche A Exposure would
exceed the Maximum Tranche A Amount, or (b) the Swing Line Exposure would exceed
the Swing Line Commitment. Each Swing Loan shall be due and payable on the Swing
Loan Maturity Date applicable thereto. Borrower shall not request that more than
two (2) Swing Loans be outstanding at any time. Each Swing Loan shall be made in
Dollars.

         Borrower shall pay interest, for the sole benefit of Agent (and any
Bank that has purchased a participation in such Swing Loan), on the unpaid
principal amount of each Swing Loan outstanding from time to time from the date
thereof until paid at the Derived Swing Loan Rate applicable to such Swing Loan.
Interest on each Swing Loan shall be payable on the Swing Loan Maturity Date
applicable thereto. Each Swing Loan shall bear interest for a minimum of one (1)
day.

         The obligation of Borrower to repay the Swing Loans and to pay interest
thereon shall be evidenced by a Swing Line Note of Borrower substantially in the
form of EXHIBIT C hereto, dated the Closing Date, and payable to the order of
Agent in the principal amount of the Swing Line Commitment, or, if less, the
aggregate unpaid principal amount of Swing Loans made hereunder by Agent.
Subject to the provisions of this Agreement, Borrower shall be entitled under
this subpart 2 of Section 2.1A to borrow funds, repay the same in whole or in
part and reborrow hereunder at any time and from time to time during the
Commitment Period applicable to the Tranche A Commitment.

         If Agent so elects, by giving notice to Borrower and the Banks,
Borrower agrees that Agent shall have the right, in its sole discretion, to
require that any Swing Loan be refinanced as a Tranche A Loan. Such Tranche A
Loan shall be a Base Rate Loan unless and until converted by Borrower to a
Eurodollar Loan pursuant to subpart 1 of this Section 2.1A and Section 2.2
hereof. Upon receipt of such notice by Borrower, Borrower shall be deemed, on
such day, to have requested a Tranche A Loan in the principal amount of the
Swing Loan in accordance with subpart 1 of this Section 2.1A and Section 2.2
hereof. Each Bank agrees to make a Tranche A Loan on the date of such notice,
subject to no conditions precedent whatsoever. Each Bank


                                       20
   26

acknowledges and agrees that such Bank's obligation to make a Tranche A Loan
pursuant to subpart 1 of this Section 2.1A when required by this subpart 2 of
Section 2.1A is absolute and unconditional and shall not be affected by any
circumstance whatsoever, including, without limitation, the occurrence and
continuance of a Default or Event of Default, and that its payment to Agent, for
the account of Agent, of the proceeds of such Tranche A Loan shall be made
without any offset, abatement, recoupment, counterclaim, withholding or
reduction whatsoever and whether or not such Bank's Tranche A Commitment shall
have been reduced or terminated. Borrower irrevocably authorizes and instructs
Agent to apply the proceeds of any borrowing pursuant to this paragraph to repay
in full such Swing Loan.

         If, for any reason, Agent is unable to or, in the opinion of Agent, it
is impracticable to, convert any Swing Loan to a Tranche A Loan pursuant to the
preceding paragraph, then on any day that a Swing Loan is outstanding (whether
before or after the maturity thereof), Agent shall have the right to request
that each Bank purchase a participation in such Swing Loan, and Agent shall
promptly notify each Bank thereof (by facsimile or telephone, confirmed in
writing). Upon such notice, but without further action, Agent hereby agrees to
grant to each Bank, and each Bank hereby agrees to acquire from Agent, an
undivided participation interest in such Swing Loan in an amount equal to such
Bank's Commitment Percentage of the aggregate principal amount of such Swing
Loan. In consideration and in furtherance of the foregoing, each Bank hereby
absolutely and unconditionally agrees, upon receipt of notice as provided above,
to pay to Agent, for its sole account, such Bank's ratable share of such Swing
Loan (determined in accordance with such Bank's Commitment Percentage). Each
Bank acknowledges and agrees that its obligation to acquire participations in
Swing Loans pursuant to this subpart 2 of Section 2.1A is absolute and
unconditional and shall not be affected by any circumstance whatsoever,
including, without limitation, the occurrence and continuance of a Default or an
Event of Default, and that each such payment shall be made without any offset,
abatement, recoupment, counterclaim, withholding or reduction whatsoever and
whether or not such Bank's Tranche A Commitment shall have been reduced or
terminated. Each Bank shall comply with its obligation under this subpart 2 of
Section 2.1A by wire transfer of immediately available funds, in the same manner
as provided in Section 2.2 hereof with respect to Tranche A Loans to be made by
such Bank.

         B. TRANCHE B COMMITMENT.

         1. TRANCHE B LOANS. Subject to the terms and conditions of this
Agreement, during the applicable Commitment Period, the Banks shall make a
Tranche B Loan or Tranche B Loans to Borrower in such amount or amounts as
Borrower may from time to time request, but not exceeding in aggregate principal
amount at any time outstanding hereunder the Maximum Tranche B Amount. Borrower
shall have the option, subject to the terms and conditions set forth herein, to
borrow Tranche B Loans, maturing on the last day of the applicable Commitment
Period, by means of any combination of (a) Base Rate Loans, (b) Eurodollar
Loans, or (c) Alternate Currency Loans. With respect to each Alternate Currency
Loan, subject to the other provisions of this Agreement, Borrower shall have the
right to receive all of the proceeds of such Alternate Currency Loan in an
Alternate Currency. Each Alternate Currency Loan shall be made in a single
Alternate Currency.

         Borrower shall pay interest on the unpaid principal amount of Base Rate
Loans outstanding from time to time

                                       21
   27

from the date thereof until paid at the Base Rate from time to time in effect.
Interest on such Base Rate Loans shall be payable, commencing June 30, 2001, and
on the last day of each succeeding September, December, March and June
thereafter and at the maturity thereof.

         Borrower shall pay interest on the unpaid principal amount of each
Fixed Rate Loan outstanding from time to time, fixed in advance on the first day
of the Interest Period applicable thereto through the last day of the Interest
Period applicable thereto (but subject to changes in the Applicable Margin), at
the Derived Fixed Rate. Interest on such Fixed Rate Loans shall be payable on
each Interest Adjustment Date (provided that if an Interest Period exceeds three
(3) months, the interest must be paid every three (3) months, commencing three
(3) months from the beginning of such Interest Period).

         At the request of Borrower to Agent, subject to the notice and other
provisions of Section 2.2 hereof, the Banks shall convert Base Rate Loans to
Eurodollar Loans at any time and shall convert Eurodollar Loans to Base Rate
Loans on any Interest Adjustment Date. No Alternate Currency Loan may be
converted to a Base Rate Loan or a Eurodollar Loan.

         The obligation of Borrower to repay the Base Rate Loans and Fixed Rate
Loans made by each Bank pursuant to this Section 2.1B and to pay interest
thereon shall be evidenced by a Tranche B Note of Borrower in the form of
EXHIBIT B hereto, payable to the order of such Bank in the principal amount of
its Tranche B Commitment, or, if less, the aggregate unpaid principal amount of
Tranche B Loans made hereunder by such Bank. Subject to the provisions of this
Agreement, Borrower shall be entitled under this Section 2.1B to borrow funds,
repay the same in whole or in part and re-borrow hereunder at any time and from
time to time during the applicable Commitment Period.

         2. CONVERSION OF TRANCHE B LOANS. At the request of Borrower by the
delivery to Agent and the Banks at least three (3) days prior to the Conversion
Date of a Request for Conversion, and provided that no Default or Event of
Default shall exist hereunder, all Tranche B Loans outstanding on the Conversion
Date (other than Alternate Currency Loans) shall be converted into a Term Loan
in the aggregate principal amount of such Tranche B Loans. The Term Loan shall
be made in Dollars. On and after the Conversion Date, Tranche B Loans shall no
longer be available hereunder and the Tranche B Commitment shall be
automatically terminated. The Term Loan shall be payable in full on the Term
Loan Maturity Date. The obligation of Borrower to pay the Term Loan shall be
evidenced by the Tranche B Notes.

         Borrower shall notify Agent prior to the Conversion Date (in accordance
with the notice provisions of Section 2.2 hereof), whether the Term Loan will be
a Base Rate Loan or a Eurodollar Loan. The Term Loan may be a mixture of a Base
Rate Loan and Eurodollar Loans. The Banks, at the request of Borrower to Agent,
subject to the applicable notice and other provisions of Section 2.2 hereof,
shall convert a Base Rate Loan to a Eurodollar Loan at any time and shall
convert a Eurodollar Loan to a Base Rate Loan on any Interest Adjustment Date.

         With respect to any portion of the Term Loan that is a Base Rate Loan,
Borrower shall pay interest on the unpaid principal amount thereof outstanding
from time to time from the date thereof until paid, commencing on the last day
of the calendar quarter in which the Conversion Date occurred, and on the last
day of each succeeding calendar quarter thereafter and at the maturity thereof,
at the Base Rate from time to time in effect.

                                       22
   28


         With respect to any portion of the Term Loan that is a Eurodollar Loan,
Borrower shall pay interest on the unpaid principal amount of each Eurodollar
Loan outstanding from time to time, fixed in advance on the first day of the
Interest Period applicable thereto through the last day of the Interest Period
applicable thereto (but subject to changes in the Applicable Margin), at the
Derived Fixed Rate. Interest on such Eurodollar Loan shall be payable on each
Interest Adjustment Date (provided that if an Interest Period exceeds three (3)
months, the interest must be paid every three (3) months, commencing three (3)
months from the beginning of such Interest Period).

         SECTION 2.2. CONDITIONS TO LOANS. The obligation of the Banks to make,
continue or convert any Loan, and of Agent to make any Swing Loan, is
conditioned, in the case of each borrowing, conversion or continuation
hereunder, upon:

         (a) all conditions precedent as listed in Article IV hereof shall have
been satisfied;

         (b) with respect to Base Rate Loans, receipt by Agent of a Notice of
Loan, such notice to be received by 11:00 A.M. (Cleveland, Ohio time) on the
proposed date of borrowing or conversion, and, with respect to Eurodollar Loans,
by 11:00 A.M. (Cleveland, Ohio time) three (3) Business Days prior to the
proposed date of borrowing, conversion or continuation. Agent shall notify each
Bank of the date, amount and initial Interest Period (if applicable) promptly
upon the receipt of such notice, and, in any event, by 2:00 P.M. (Cleveland,
Ohio time) on the date such notice is received. On the date such Loan is to be
made, each Bank shall provide Agent, not later than 3:00 P.M. (Cleveland, Ohio
time), with the amount in federal or other immediately available funds, required
of it. If Agent elects to advance the proceeds of such Loan prior to receiving
funds from such Bank, Agent shall have the right, upon prior notice to Borrower,
to debit any account of Borrower or otherwise receive from Borrower, on demand,
such amount, in the event that such Bank fails to reimburse Agent in accordance
with this subsection. Agent shall also have the right to receive interest from
such Bank at the Federal Funds Effective Rate in the event that such Bank shall
fail to provide its portion of the Loan on the date requested and Agent elects
to provide such funds;

         (c) with respect to Alternate Currency Loans, receipt by Agent of a
Notice of Loan by 11:00 A.M. (Cleveland, Ohio time) three (3) Business Days
prior to the proposed date of borrowing. Agent shall notify each Bank of the
date, amount, type of currency and initial Interest Period promptly upon the
receipt of such notice, and, in any event, by 2:00 P.M. (Cleveland, Ohio time)
on the date such notice is received. On the date such Loan is to be made, each
Bank shall provide Agent, not later than 3:00 P.M. (Cleveland, Ohio time), with
the amount of the applicable Alternate Currency required of it in immediately
available funds;

         (d) with respect to Swing Loans, receipt by Agent of a Notice of Loan,
such notice to be received by 11:00 A.M. (Cleveland, Ohio time) on the proposed
date of borrowing;

         (e) Borrower's request for (i) a Base Rate Loan shall be in an amount
of not less than Five Million Dollars ($5,000,000), increased by increments of
One Hundred Thousand Dollars ($100,000); (ii) a Fixed Rate Loan shall be in an
amount (or, with respect to an Alternate Currency Loan, the Dollar Equivalent)
of not less than Five Million Dollars ($5,000,000), increased by increments of
One Million Dollars ($1,000,000) (or, with respect to an Alternate



                                       23

   29
Currency Loan, such approximately comparable amount as shall result in a
rounded number of the applicable Alternate Currency); and (iii) a Swing Loan
shall be in an amount not less than Five Hundred Thousand Dollars ($500,000);

         (f) the fact that no Default or Event of Default shall then exist or
immediately after the making, conversion or continuation of the Loan would
exist; and

         (g) the fact that each of the representations and warranties contained
in Article VI hereof shall be true and correct with the same force and effect as
if made on and as of the date of the making, conversion, or continuation of such
Loan, except to the extent that any thereof expressly relate to an earlier date.

         At no time shall Borrower request that Fixed Rate Loans be outstanding
for more than ten (10) different Interest Periods at any time, and, if Base Rate
Loans are outstanding, then Fixed Rate Loans shall be limited to nine (9)
different Interest Periods at any time.

         Each request by Borrower for the making, conversion or continuation of
a Loan hereunder shall be deemed to be a representation and warranty by Borrower
as of the date of such request as to the facts specified in (f) and (g) above.

         Each request for a Fixed Rate Loan shall be irrevocable and binding on
Borrower and Borrower shall indemnify Agent and the Banks against any loss or
expense incurred by Agent or the Banks as a result of any failure by Borrower to
consummate such transaction including, without limitation, any loss (including
loss of anticipated profits) or expense incurred by reason of liquidation or
re-employment of deposits or other funds acquired by the Banks to fund such
Fixed Rate Loan. A certificate as to the amount of such loss or expense
submitted by the Banks to Borrower shall be conclusive and binding for all
purposes, absent manifest error.

         SECTION 2.3. PAYMENT ON NOTES, ETC.

         (a) PAYMENTS IN ALTERNATE CURRENCY. With respect to any Alternate
Currency Loan, all payments (including prepayments) to any Bank of the principal
of or interest on such Alternate Currency Loan shall be made in the same
Alternate Currency as the original Loan. All such payments shall be remitted by
Borrower to Agent at Agent's main office (or at such other office or account as
designated in writing by Agent to Borrower) for the account of the Banks not
later than 11:00 A.M. (Cleveland, Ohio time) on the due date thereof in same day
funds. Any payments received by Agent after 11:00 A.M. (Cleveland, Ohio time)
shall be deemed to have been made and received on the next following Business
Day.

         (b) PAYMENTS IN DOLLARS. With respect to (i) any Loan (other than an
Alternate Currency Loan), or (ii) any other payment to Agent and the Banks that
is not covered by subsection (a) hereof, all such payments (including
prepayments) to Agent and the Banks of the principal of or interest on such Loan
or other payment, including but not limited to principal, interest, fees or any
other amount owed by Borrower under this Agreement, shall be made in Dollars.
All payments described in this subsection (b) shall be remitted to Agent at its
main office for the account of the Banks not later than 11:00 A.M. (Cleveland,
Ohio time) on the due date thereof in immediately available funds. Any such
payments received by Agent after 11:00


                                       24
   30
A.M. (Cleveland, Ohio time) shall be deemed to have been made and received on
the next following Business Day.

         (c) PAYMENTS NET OF TAXES. All payments under this Agreement or any
other Loan Document by Borrower or any other Obligor shall be made absolutely
net of, without deduction or offset for, and altogether free and clear of, any
and all present and future taxes, levies, deductions, charges and withholdings
and all liabilities with respect thereto, under the laws of the United States of
America or any foreign jurisdiction (or any state or political subdivision
thereof), excluding income and franchise taxes imposed on any Bank (and
withholding relating thereto) other than such income or franchise taxes arising
solely from such Bank having executed, delivered or performed its obligations or
received a payment under, or enforced the Loan Documents, under the laws of the
United States of America or any foreign jurisdiction (or any state or political
subdivision thereof). If Borrower or other Obligor is compelled by law to deduct
any such taxes or levies (other than such excluded taxes) or to make any such
other deductions, charges or withholdings, then Borrower or such Obligor, as the
case may be, shall pay such additional amounts as may be necessary in order that
the net payments after such deduction, and after giving effect to any United
States or foreign jurisdiction (or any state or political subdivision thereof)
income taxes required to be paid by the Banks in respect of such additional
amounts, shall equal the amount of interest provided in Section 2.1 hereof for
each Loan plus any principal then due.

         (d) PAYMENTS TO BANKS. Upon Agent's receipt of payments hereunder,
Agent shall immediately distribute to each Bank its ratable share, if any, of
the amount of principal, interest, and facility and other fees received by it
for the account of such Bank. Payments received by Agent in Dollars shall be
delivered to the Banks in Dollars in immediately available funds. Payments
received by Agent in any Alternate Currency shall be delivered to the Banks in
such Alternate Currency in same day funds. Each Bank shall record any principal,
interest or other payment, the principal amounts of Base Rate Loans and Fixed
Rate Loans, the type of currency for each Loan, all prepayments and the
applicable dates, including Interest Periods, with respect to the Loans made,
and payments received by such Bank, by such method as such Bank may generally
employ; provided, however, that failure to make any such entry shall in no way
detract from the obligations of Borrower under the Notes. The aggregate unpaid
amount of Loans, types of Loans, Interest Periods and similar information with
respect to such Loans set forth on the records of Agent shall be rebuttably
presumptive evidence with respect to such information, including the amounts of
principal and interest owing and unpaid on each Note.

         (e) TIMING OF PAYMENTS. Whenever any payment to be made hereunder,
including, without limitation, any payment to be made on any Note, shall be
stated to be due on a day that is not a Business Day, such payment shall be made
on the next succeeding Business Day and such extension of time shall in each
case be included in the computation of the interest payable on such Note;
provided, however, that, with respect to any Fixed Rate Loan, if the next
succeeding Business Day falls in the succeeding calendar month, such payment
shall be made on the preceding Business Day and the relevant Interest Period
shall be adjusted accordingly.

         SECTION 2.4. PREPAYMENT.

         (a) RIGHT TO PREPAY.


                                       25

   31

             (i) Borrower shall have the right, at any time or from time to
         time, to prepay, on a pro rata basis for all of the Banks, all or any
         part of the principal amount of the Tranche A Notes or Tranche B Notes
         then outstanding, as designated by Borrower, plus interest accrued on
         the amount so prepaid to the date of such prepayment; and

             (ii) Borrower shall have the right, at any time or from time to
         time, to prepay, for the benefit of Agent (and any Bank that has
         purchased a participation in such Swing Loan), all or any part of the
         principal amount of the Swing Loans then outstanding, as designated by
         Borrower, plus interest accrued on the amount so prepaid to the date of
         such prepayment.

         (b) PREPAYMENT FEES.

             (i) Prepayments of Base Rate Loans shall be without any premium or
         penalty;

             (ii) In any case of prepayment of a Fixed Rate Loan, Borrower
         agrees that if the reinvestment rate with respect to Eurodollars or the
         Alternate Currency, as the case may be, of such Fixed Rate Loan, as
         quoted by the money desk of Agent (the "Reinvestment Rate"), shall be
         lower than the Adjusted LIBOR Rate applicable to the Fixed Rate Loan
         that is intended to be prepaid (hereinafter, "Last LIBOR"), then
         Borrower shall, upon written notice from Agent, promptly pay to Agent,
         for the account of each Bank, in immediately available funds, a
         prepayment fee equal to the product of (A) a rate (the "Prepayment
         Rate") which shall be equal to the difference between the Last LIBOR
         and the Reinvestment Rate, times (B) the prepayment principal amount of
         the Fixed Rate Loan that is to be prepaid, times (C) (1) the number of
         days remaining in the Interest Period of the Fixed Rate Loan that is to
         be prepaid divided by (2) three hundred sixty (360). In addition,
         Borrower shall immediately pay directly to Agent, for the account of
         the Banks, the amount of any additional costs or expenses (including,
         without limitation, cost of telex, wires, or cables) incurred by Agent
         or the Banks in connection with the prepayment, upon Borrower's receipt
         of a written statement from Agent; and

             (iii) In the case of prepayment of a Swing Loan, Borrower agrees to
         pay to Agent, on demand, for any resulting loss, cost or expense of
         Agent as a result thereof, including, without limitation, any loss
         incurred in obtaining, liquidating or employing deposits.

         (c) NOTICE OF PREPAYMENT. Borrower shall give Agent written notice of
prepayment of any Base Rate Loan by not later than 11:00 A.M. (Cleveland, Ohio
time) on the Business Day such prepayment is to be made and written notice of
the prepayment of any Fixed Rate Loan not later than 1:00 P.M. (Cleveland, Ohio
time) three (3) Business Days prior to the Business Day on which such prepayment
is to be made.

         (d) MINIMUM AMOUNT. Each prepayment of a Fixed Rate Loan by Borrower
shall be in the aggregate principal amount of not less than Five Million Dollars
($5,000,000) (or, with respect to an Alternate Currency Loan, the Dollar
Equivalent of such amount), except in the case of a mandatory prepayment in
connection with Section 2.8(a) hereof or Article III hereof .


                                       26
   32

         SECTION 2.5. FACILITY AND OTHER FEES.

         (a) Borrower shall pay to Agent, for the ratable account of the Banks,
as a consideration for the Tranche A Commitment hereunder, a facility fee from
the Closing Date to and including the last day of the applicable Commitment
Period, payable quarterly, at a rate per annum equal to (i) the Applicable
Facility Fee Rate in effect on the date that such facility fee is due, times
(ii) the highest Maximum Tranche A Amount during such quarter. The facility fee
with respect to the Tranche A Commitment shall be payable in arrears, on June
30, 2001 and on the last day of each succeeding September, December, March and
June thereafter, and on the last day of the applicable Commitment Period.

         (b) Borrower shall pay to Agent, for the ratable account of the Banks,
as a consideration for the Tranche B Commitment hereunder, a facility fee from
the Closing Date to and including the last day of the applicable Commitment
Period, payable quarterly, at a rate per annum equal to (i) the Applicable
Facility Fee Rate in effect on the date that such facility fee is due, times
(ii) the highest Maximum Tranche B Amount during such quarter. The facility fee
with respect to the Tranche B Commitment shall be payable in arrears, on June
30, 2001 and on the last day of each succeeding September, December, March and
June thereafter, and on the last day of the applicable Commitment Period.

         (c) Borrower shall pay to Agent, for its sole benefit, the fees set
forth in the Agent Fee Letter.

         SECTION 2.6. REDUCTION OF COMMITMENT.

         (a) Borrower may at any time or from time to time permanently reduce in
whole or ratably in part the Tranche A Commitment to an amount not less than the
then existing Tranche A Exposure by giving Agent not fewer than three (3)
Business Days' notice of such reduction, provided that any such partial
reduction shall be in an aggregate amount, for all of the Banks, of not less
than Five Million Dollars ($5,000,000), increased by increments of One Million
Dollars ($1,000,000). Agent shall promptly notify each Bank of the date of each
such reduction and such Bank's proportionate share thereof. After each such
reduction, the facility fees payable hereunder shall be calculated upon the
Tranche A Commitment as so reduced. If Borrower reduces in whole the Tranche A
Commitment, on the effective date of such reduction (Borrower having prepaid in
full the unpaid principal balance, if any, of the Tranche A Notes and the Swing
Line Note, together with all interest and facility and other fees accrued and
unpaid), all of the Tranche A Notes shall be delivered to Agent marked
"Canceled" and Agent shall redeliver such Tranche A Notes to Borrower. Any
partial reduction in the Tranche A Commitment shall be effective during the
remainder of the applicable Commitment Period.

         (b) Borrower may at any time or from time to time permanently reduce in
whole or ratably in part the Tranche B Commitment to an amount not less than the
then existing Tranche B Exposure by giving Agent not fewer than five (5)
Business Days' notice of such reduction, provided that any such partial
reduction shall be in an aggregate amount, for all of the Banks, of not less
than Five Million Dollars ($5,000,000), increased by increments of One Million
Dollars ($1,000,000). Agent shall promptly notify each Bank of the date of each
such reduction and such Bank's proportionate share thereof. After each such
reduction, the facility fees payable hereunder shall be calculated upon the
Tranche B Commitment as so reduced. If Borrower


                                       27
   33

         reduces in whole the Tranche B Commitment, on the effective date of
         such reduction (Borrower having prepaid in full the unpaid principal
         balance, if any, of the Tranche B Notes, together with all interest and
         facility and other fees accrued and unpaid; and provided no Tranche B
         Loan has been converted to a Term Loan), all of the Tranche B Notes
         shall be delivered to Agent marked "Canceled" and Agent shall redeliver
         such Tranche B Notes to Borrower. Any partial reduction in the Tranche
         B Commitment shall be effective during the remainder of the applicable
         Commitment Period.

         SECTION 2.7. COMPUTATION OF INTEREST AND FEES; DEFAULT RATE. With the
exception of Base Rate Loans, interest on Loans and facility and other fees and
charges hereunder shall be computed on the basis of a year having three hundred
sixty (360) days and calculated for the actual number of days elapsed. With
respect to Base Rate Loans, interest shall be computed on the basis of a year
having three hundred sixty-five (365) days or three hundred sixty-six (366)
days, as the case may be, and calculated for the actual number of days elapsed.
Anything herein to the contrary notwithstanding, if an Event of Default shall
occur and be continuing hereunder, at the option of Agent or the Required Banks,
the principal of each Note, the unpaid interest thereon and any other amounts
owing hereunder shall bear interest, until paid, at the Default Rate. In no
event shall the rate of interest hereunder exceed the maximum rate allowable by
law.

         SECTION 2.8. MANDATORY PAYMENT.

         (a) If, at any time, the Credit Exposure shall exceed the Total
Commitment Amount, Borrower shall, as promptly as practicable, but in no event
later than the next Business Day, prepay an aggregate principal amount of Loans
sufficient to bring the aggregate outstanding principal amount of all such Loans
within the Total Commitment Amount.

         (b) If, at any time, the Tranche A Exposure shall exceed the Maximum
Tranche A Amount, Borrower shall, as promptly as practicable, but in no event
later than the next Business Day, prepay an aggregate principal amount of
Tranche A Loans sufficient to bring the aggregate outstanding principal amount
of all such Tranche A Loans within the Maximum Tranche A Amount

         (c) If, at any time, the Tranche B Exposure shall exceed the Maximum
Tranche B Amount, Borrower shall, as promptly as practicable, but in no event
later than the next Business Day, prepay an aggregate principal amount of the
Tranche B Loans sufficient to bring the aggregate outstanding principal amount
of all such Tranche B Loans within the Maximum Tranche B Amount.

         (d) Any prepayment of a Fixed Rate Loan pursuant to this Section 2.8
shall be subject to the prepayment fees set forth in Section 2.4 hereof and, if
applicable, Article III hereof.


            ARTICLE III. ADDITIONAL PROVISIONS RELATING TO FIXED RATE
                        LOANS; INCREASED CAPITAL; TAXES.

         SECTION 3.1. RESERVES OR DEPOSIT REQUIREMENTS, ETC. If, at any time,
any law, treaty or regulation (including, without limitation, Regulation D of
the Board of Governors of the


                                       28
   34

Federal Reserve System) or the interpretation thereof by any governmental
authority charged with the administration thereof or any central bank or other
fiscal, monetary or other authority shall impose (whether or not having the
force of law), modify or deem applicable any reserve and/or special deposit
requirement (other than reserves included in the Reserve Percentage, the effect
of which is reflected in the interest rate(s) of the Fixed Rate Loan(s) in
question) against assets held by, or deposits in or for the amount of any Fixed
Rate Loan by, any Bank, and the result of the foregoing is to increase the net
cost (whether by incurring a cost or adding to a cost) to such Bank of making or
maintaining hereunder such Fixed Rate Loan or to reduce the amount of principal
or interest received by such Bank with respect to such Fixed Rate Loan, then,
upon demand by such Bank, Borrower shall pay to such Bank from time to time on
Interest Adjustment Dates with respect to such Fixed Rate Loan, as additional
consideration hereunder, additional amounts sufficient to fully compensate and
indemnify such Bank for such increased cost or reduced amount, assuming (which
assumption such Bank need not corroborate) such additional cost or reduced
amount was allocable to such Fixed Rate Loan. A certificate as to the increased
cost or reduced amount as a result of any event mentioned in this Section 3.1,
setting forth the calculations therefor, shall be promptly submitted by such
Bank to Borrower and shall, in the absence of manifest error, be conclusive and
binding as to the amount thereof. Notwithstanding any other provision of this
Agreement, after any such demand for compensation by any Bank, Borrower, upon at
least three (3) Business Days' prior written notice to such Bank through Agent,
may prepay any affected Fixed Rate Loan in full or, with respect to Eurodollar
Loans, convert such Eurodollar Loan to a Base Rate Loan regardless of the
Interest Period thereof. Any such prepayment or conversion shall be subject to
the prepayment fees set forth in Section 2.4 hereof. Each Bank shall notify
Borrower as promptly as practicable (but in no event more than one hundred
eighty (180) days after such event), with a copy thereof delivered to Agent, of
the existence of any event that will likely require the payment by Borrower of
any such additional amount under this Section.

         SECTION 3.2. TAX LAW, ETC. In the event that by reason of any law,
regulation or requirement or in the interpretation thereof by an official
authority, or the imposition of any requirement of any central bank whether or
not having the force of law, any Bank shall, with respect to this Agreement or
any transaction under this Agreement, be subjected to any tax, levy, impost,
charge, fee, duty, deduction or withholding of any kind whatsoever (other than
any tax imposed upon the total net income of such Bank) and if any such measures
or any other similar measure shall result in an increase in the cost to such
Bank of making or maintaining any Fixed Rate Loan or in a reduction in the
amount of principal, interest or commitment fee receivable by such Bank in
respect thereof, then such Bank shall promptly notify Borrower stating the
reasons therefor. Borrower shall thereafter pay to such Bank, upon demand from
time to time on Interest Adjustment Dates with respect to such Fixed Rate Loan,
as additional consideration hereunder, such additional amounts as shall fully
compensate such Bank for such increased cost or reduced amount. A certificate as
to any such increased cost or reduced amount, setting forth the calculations
therefor, shall be submitted by such Bank to Borrower and shall, in the absence
of manifest error, be conclusive and binding as to the amount thereof.

         If any Bank receives such additional consideration from Borrower
pursuant to this Section 3.2, such Bank shall use reasonable efforts to obtain
the benefits of any refund, deduction or credit for any taxes or other amounts
on account of which such additional consideration has been paid and shall
reimburse Borrower to the extent, but only to the extent, that such Bank shall
receive a refund of such taxes or other amounts together with any interest



                                       29
   35

thereon or an effective net reduction in taxes or other governmental charges
(including any taxes imposed on or measured by the total net income of such
Bank) of the United States or any state or subdivision thereof by virtue of any
such deduction or credit, after first giving effect to all other deductions and
credits otherwise available to such Bank. If, at the time any audit of such
Bank's income tax return is completed, such Bank determines, based on such
audit, that it was not entitled to the full amount of any refund reimbursed to
Borrower as aforesaid or that its net income taxes are not reduced by a credit
or deduction for the full amount of taxes reimbursed to Borrower as aforesaid,
Borrower, upon demand of such Bank (made within one (1) year after receipt of
such audit), shall promptly pay to such Bank the amount so refunded to which
such Bank was not so entitled, or the amount by which the net income taxes of
such Bank were not so reduced, as the case may be.

         Notwithstanding any other provision of this Agreement, after any such
demand for compensation by any Bank, Borrower, upon at least three (3) Business
Days' prior written notice to such Bank through Agent, may prepay any affected
Fixed Rate Loan in full or, with respect to Eurodollar Loans, convert such
Eurodollar Loan to a Base Rate Loan regardless of the Interest Period of any
thereof. Any such prepayment or conversion shall be subject to the prepayment
fees set forth in Section 2.4 hereof.

         SECTION 3.3. EURODOLLAR OR ALTERNATE CURRENCY DEPOSITS UNAVAILABLE OR
INTEREST RATE UNASCERTAINABLE. In respect of any Fixed Rate Loan, in the event
that Agent shall have determined that (a) for Eurodollar Loans, that Dollar
deposits or (b) for Alternate Currency Loans, that deposits of the relevant
Alternate Currency, of the relevant amount for the relevant Interest Period for
such Fixed Rate Loan are not available to Agent in the applicable Eurodollar or
Alternate Currency market, as the case may be, or that, by reason of
circumstances affecting such market, adequate and reasonable means do not exist
for ascertaining the applicable LIBOR Rate applicable to such Interest Period,
as the case may be, Agent shall promptly give notice of such determination to
Borrower and (a) any notice of a new Eurodollar Loan or Alternate Currency Loan,
as the case may be, (or conversion of an existing Base Rate Loan to a Eurodollar
Loan) previously given by Borrower and not yet borrowed (or converted, as the
case may be) shall be deemed a notice to make a Base Rate Loan, and (b) Borrower
shall be obligated either to prepay, or with respect to a Eurodollar Loan, to
convert to a Base Rate Loan, any outstanding Fixed Rate Loan on the last day of
the then current Interest Period with respect thereto.

         SECTION 3.4. INDEMNITY. Without prejudice to any other provisions of
this Article III, Borrower hereby agrees to indemnify each Bank against any loss
or expense that such Bank may sustain or incur as a consequence of any default
by Borrower in payment when due of any amount hereunder in respect of any Fixed
Rate Loan, including, but not limited to, any loss of profit, premium or penalty
incurred by such Bank in respect of funds borrowed by it for the purpose of
making or maintaining such Fixed Rate Loan, as determined by such Bank in the
exercise of its sole but reasonable discretion. A certificate as to any such
loss or expense shall be promptly submitted by such Bank to Borrower and shall,
in the absence of manifest error, be conclusive and binding as to the amount
thereof.

         SECTION 3.5. CHANGES IN LAW RENDERING FIXED RATE LOANS UNLAWFUL. If at
any time any new law, treaty or regulation, or any change in any existing law,
treaty or regulation, or any interpretation thereof by any governmental or other
regulatory authority charged with the administration thereof, shall make it
unlawful for any Bank to fund any Fixed Rate Loan that it is


                                       30
   36

committed to make hereunder in any Alternate Currency or Dollars, as the case
may be, the commitment of such Bank to fund such Fixed Rate Loan shall, upon the
happening of such event, forthwith be suspended for the duration of such
illegality, and such Bank shall by written notice to Borrower and Agent declare
that its commitment with respect to such Fixed Rate Loan has been so suspended
and, if and when such illegality ceases to exist, such suspension shall cease
and such Bank shall similarly notify Borrower and Agent. If any such change
shall make it unlawful for any Bank to continue in effect the funding in the
applicable Eurodollar or Alternate Currency market, as the case may be, of any
Fixed Rate Loan previously made by it hereunder, such Bank shall, upon the
happening of such event, notify Borrower, Agent and the other Banks thereof in
writing stating the reasons therefor, and Borrower shall, on the earlier of (a)
the last day of the then current Interest Period or (b) if required by such law,
regulation or interpretation, on such date as shall be specified in such notice,
either convert such Fixed Rate Loan (if a Eurodollar Loan) to a Base Rate Loan
or prepay such Fixed Rate Loan to the Banks in full. Any such prepayment or
conversion shall be subject to the prepayment fees described in Section 2.4
hereof.

         SECTION 3.6. FUNDING. Each Bank may, but shall not be required to, make
Fixed Rate Loans hereunder with funds obtained outside the United States.

         SECTION 3.7. CAPITAL ADEQUACY. If any Bank shall have determined, after
the Closing Date, that the adoption of any applicable law, rule, regulation or
guideline regarding capital adequacy, or any change therein, or any change in
the interpretation or administration thereof by any governmental authority,
central bank or comparable agency charged with the interpretation or
administration thereof, or compliance by any Bank (or its lending office) with
any request or directive regarding capital adequacy (whether or not having the
force of law) of any such authority, central bank or comparable agency, has or
would have the effect of reducing the rate of return on such Bank's capital (or
the capital of its holding company) as a consequence of its obligations
hereunder to a level below that which such Bank (or its holding company) could
have achieved but for such adoption, change or compliance (taking into
consideration such Bank's policies or the policies of its holding company with
respect to capital adequacy) by an amount deemed by such Bank to be material,
then from time to time, within fifteen (15) days after demand by such Bank (made
within one hundred eighty (180) days of such Bank becoming aware of the reason
giving rise to such demand), with a copy to Agent, Borrower shall pay to such
Bank such additional amount or amounts as shall compensate such Bank (or its
holding company) for such reduction. Each Bank shall designate a different
lending office if such designation will avoid the need for, or reduce the amount
of, such compensation and will not, in the judgment of such Bank, be otherwise
disadvantageous to such Bank. A certificate of any Bank claiming compensation
under this Section and setting forth the additional amount or amounts to be paid
to it hereunder shall be conclusive in the absence of manifest error. In
determining such amount, such Bank may use any reasonable averaging and
attribution methods. Failure on the part of any Bank to demand compensation for
any reduction in return on capital with respect to any period shall not
constitute a waiver of such Bank's rights to demand compensation for any
reduction in return on capital in such period or in any other period. The
protection of this Section shall be available to each Bank regardless of any
possible contention of the invalidity or inapplicability of the law, regulation
or other condition that shall have been imposed.


                                       31
   37

         SECTION 3.8. APPLICATION OF PROVISIONS. Notwithstanding anything in
this Agreement to the contrary, no Bank shall demand compensation for any
reduction referred to in Sections 3.1, 3.2, 3.3, 3.5 or 3.7 hereof if it shall
not at the time be the general policy or practice of such Bank to demand such
compensation, payment or reimbursement in similar circumstances under comparable
provisions of other credit agreements.


                        ARTICLE IV. CONDITIONS PRECEDENT

         The obligation of the Banks to make the first Loan, and of Agent to
make the first Swing Loan, is subject to Borrower satisfying each of the
following conditions:

         SECTION 4.1. NOTES. Borrower shall have executed and delivered to each
Bank its Tranche A Note and its Tranche B Note and shall have executed and
delivered to Agent the Swing Line Note.

         SECTION 4.2. OFFICER'S CERTIFICATE, RESOLUTIONS, ORGANIZATIONAL
DOCUMENTS. Borrower shall have delivered to each Bank an officer's certificate
certifying the names of the officers of Borrower authorized to sign the Loan
Documents, together with the true signatures of such officers and certified
copies of (a) the resolutions of the board of directors of Borrower evidencing
approval of the execution and delivery of the Loan Documents and the execution
of other Related Writings to which Borrower is a party, and (b) the
Organizational Documents of Borrower.

         SECTION 4.3. LEGAL OPINION. Borrower shall have delivered to Agent an
opinion of counsel for Borrower, in form and substance satisfactory to Agent and
the Required Banks.

         SECTION 4.4. GOOD STANDING CERTIFICATES. Borrower shall have delivered
to Agent a good standing certificate for Borrower, issued on or about the
Closing Date by the Secretary of State of Ohio and of each state in which
Borrower is qualified as a foreign corporation and the failure to so qualify
would have a Material Adverse Effect.

         SECTION 4.5. AGENT FEE LETTER, CLOSING FEE LETTER; LEGAL FEES. Borrower
shall have (a) executed and delivered the Agent Fee Letter to Agent, and paid to
Agent, for its sole benefit, the fees described in the Agent Fee Letter, (b)
executed and delivered the Closing Fee Letter to Agent, and paid to Agent, for
the account of the Banks, the fees described in the Closing Fee Letter and paid
to each of the Banks the fees set forth therein, and (c) paid all legal fees and
expenses of Agent in connection with the preparation and negotiation of the Loan
Documents.

         SECTION 4.6. LIEN SEARCHES. Borrower shall have caused to be delivered
to Agent the results of U.C.C. lien searches with respect to Borrower,
satisfactory to Agent and the Required Banks, from the Secretary of State of
Ohio.

         SECTION 4.7. CLOSING CERTIFICATE. Borrower shall have delivered to
Agent and the Banks an officer's certificate certifying that, as of the Closing
Date, (a) all conditions precedent set forth in this Article IV have been
satisfied, (b) no Default or Event of Default exists nor immediately after the
making of the first Loan will exist, and (c) each of the


                                       32
   38

representations and warranties contained in Article VI hereof are true and
correct as of the Closing Date.

         SECTION 4.8. EXISTING CREDIT AGREEMENTS. Borrower shall have terminated
the existing bilateral credit agreements between Borrower and KeyBank National
Association, Wachovia Bank, N.A., PNC Bank, National Association, The Bank of
Nova Scotia, The Chase Manhattan Bank, San Paolo IMI SPA, Bank One, N.A. and
National City Bank (but only with respect to the revolving credit facility with
National City Bank), respectively, which termination of each such agreement
shall be deemed to have occurred upon payment in full of all of the Indebtedness
outstanding thereunder and termination of the commitments established therein.

         SECTION 4.9. NO MATERIAL ADVERSE CHANGE. No material adverse change, in
the opinion of Agent, shall have occurred in the financial condition or
operations of the Companies since FQE January 31, 2001.

         SECTION 4.10. MISCELLANEOUS. Borrower shall have provided to Agent and
the Banks such other items and shall have satisfied such other conditions as may
be reasonably required by Agent or the Banks.


                              ARTICLE V. COVENANTS

         Borrower agrees that, so long as the Commitment remains in effect and
thereafter until all of the Debt shall have been paid in full, Borrower shall
perform and observe, and shall cause each other Company to perform and observe,
each of the following provisions:

         SECTION 5.1. INSURANCE. Each Company shall (a) maintain insurance to
such extent and against such hazards and liabilities as is commonly maintained
by Persons similarly situated; and (b) within ten (10) days of Agent's written
request, furnish to Agent such information about such Company's insurance as
Agent may from time to time reasonably request, which information shall be
prepared in form and detail satisfactory to Agent and certified by a Financial
Officer of such Company.

         SECTION 5.2. MONEY OBLIGATIONS. Each Company shall pay in full (a)
prior in each case to the date when penalties would attach, all taxes,
assessments and governmental charges and levies (except only those so long as
and to the extent that the same shall be contested in good faith by appropriate
and timely proceedings and for which adequate reserves have been established in
accordance with GAAP) for which it may be or become liable or to which any or
all of its properties may be or become subject and the failure to pay would have
a Material Adverse Effect; (b) all of its wage obligations to its employees in
compliance with the Fair Labor Standards Act (29 U.S.C. Sections 206-207) or any
comparable provisions and the failure to pay would have a Material Adverse
Effect; and (c) all of its other obligations calling for the payment of money
(except only those so long as and to the extent that the same shall be contested
in good faith and for which adequate reserves have been established in
accordance with GAAP) before such payment becomes overdue and the failure to pay
(i) would constitute a Default or Event of Default hereunder or (ii) have a
Material Adverse Effect.

         SECTION 5.3. FINANCIAL STATEMENTS. Borrower shall furnish to each Bank:


                                       33
   39

         (a) within forty-five (45) days after the end of each of the first
three (3) quarter-annual periods of each fiscal year of Borrower, balance sheets
of Borrower as of the end of such period and statements of income (loss),
stockholders' equity and cash flow for the quarter and fiscal year to date
periods, all prepared on a Consolidated basis, in accordance with GAAP, and in
form and detail satisfactory to the Banks and certified by a Financial Officer
of Borrower; provided that delivery by Borrower of a copy of Borrower's
quarterly report on Form 10-Q shall satisfy the foregoing requirements;

         (b) within ninety (90) days after the end of each fiscal year of
Borrower, an annual audit report of Borrower for that year prepared on a
Consolidated and consolidating (but only as to Borrower, the Domestic
Subsidiaries and the Foreign Subsidiaries) basis, in accordance with GAAP, and
in form and detail satisfactory to Agent and certified by an independent public
accountant satisfactory to Agent, which report shall include balance sheets and
statements of income (loss), stockholders' equity and cash-flow for that period,
together with a certificate by the accountant setting forth the Defaults and
Events of Default coming to its attention during the course of its audit or, if
none, a statement to that effect;

         (c) concurrently with the delivery of the financial statements in (a)
and (b) above, a Compliance Certificate;

         (d) with the delivery of the quarterly and annual financial statements
in (a) and (b) above, a copy of any management report, letter or similar writing
furnished to the Companies by the accountants in respect of the Companies'
systems, operations, financial condition or properties, to the extent permitted
by such accountants and applicable law;

         (e) within ninety (90) days after the end of each fiscal year of
Borrower, annual pro-forma projections of Borrower and its Subsidiaries for the
then current fiscal year and the next two (2) succeeding fiscal years, to be in
form acceptable to Agent;

         (f) as soon as available, copies of all notices, reports, definitive
proxy or other statements and other documents sent by Borrower to its
shareholders, to the holders of any of its debentures or bonds or the trustee of
any indenture securing the same or pursuant to which they are issued, or sent by
Borrower (in final form) to any securities exchange or over the counter
authority or system, or to the SEC or any similar federal agency having
regulatory jurisdiction over the issuance of Borrower's securities; and

         (g) within ten (10) days of the written request of Agent or any Bank,
such other information about the financial condition, properties and operations
of any Company as Agent or such Bank may from time to time reasonably request
(but subject to any applicable law and, upon request of Borrower, subject to
customary confidentiality provisions), which information shall be submitted in
form and detail satisfactory to Agent or such Bank and certified by a Financial
Officer of the Company or Companies in question.

         SECTION 5.4. FINANCIAL RECORDS. Each Company shall at all times
maintain true and complete records and books of account, including, without
limiting the generality of the foregoing, appropriate reserves for possible
losses and liabilities, all in accordance with GAAP, and at all reasonable times
(during normal business hours and upon notice to such Company)


                                       34
   40

permit Agent or any Bank, or any representative of Agent or such Bank, to
examine that Company's books and records and to make excerpts therefrom and
transcripts thereof.

         SECTION 5.5. FRANCHISES. Each Company shall preserve and maintain at
all times its existence, rights and franchises, except as otherwise permitted
pursuant to Section 5.12 hereof; provided that such Company shall not be
required to preserve or maintain its rights or franchises where the failure to
do so will not have a Material Adverse Effect.

         SECTION 5.6. ERISA COMPLIANCE. No Company shall incur any material
accumulated funding deficiency within the meaning of ERISA, or any material
liability to the PBGC, established thereunder in connection with any ERISA Plan.
Borrower shall furnish to the Banks (a) as soon as possible and in any event
within thirty (30) days after any Company knows or has reason to know that any
Reportable Event with respect to any ERISA Plan has occurred, a statement of the
Financial Officer of such Company, setting forth details as to such Reportable
Event and the action that such Company proposes to take with respect thereto,
together with a copy of the notice of such Reportable Event given to the PBGC if
a copy of such notice is available to such Company, and (b) promptly after
receipt thereof a copy of any notice such Company, or any member of the
Controlled Group may receive from the PBGC or the Internal Revenue Service with
respect to any ERISA Plan administered by such Company; provided, that this
latter clause shall not apply to notices of general application promulgated by
the PBGC or the Internal Revenue Service. Borrower shall promptly notify the
Banks of any material taxes assessed, proposed to be assessed or that Borrower
has reason to believe may be assessed against a Company by the Internal Revenue
Service with respect to any ERISA Plan. As used in this Section "material" means
the measure of a matter of significance that shall be determined as being an
amount equal to five percent (5%) of the Consolidated Net Worth of Borrower. As
soon as practicable, and in any event within twenty (20) days, after any Company
becomes aware that an ERISA Event has occurred, such Company shall provide each
Bank with notice of such ERISA Event with a certificate by a Financial Officer
of such Company setting forth the details of the event and the action such
Company or another Controlled Group member proposes to take with respect
thereto. Borrower shall, at the request of Agent, deliver or cause to be
delivered to Agent true and correct copies of any documents relating to the
ERISA Plan of any Company.

         SECTION 5.7. FINANCIAL COVENANTS.

         (a) LEVERAGE RATIO. Borrower shall not suffer or permit at any time,
for the most recently completed four (4) fiscal quarters of Borrower, the
Leverage Ratio to exceed 3.25 to 1.00.

         (b) INTEREST COVERAGE RATIO. Borrower shall not suffer or permit at any
time, for the most recently completed four (4) fiscal quarters of Borrower, the
Interest Coverage Ratio to be less than 3.00 to 1.00.

         (c) NET WORTH. Borrower shall not suffer or permit at any time the
Consolidated Net Worth, for the most recently completed fiscal quarter of
Borrower, to be less than an amount equal to (i) Two Hundred Million Dollars
($200,000,000), plus (ii) fifty percent (50%) of positive Consolidated Net
Earnings for FQE April 30, 2001 (the sum of (i) and (ii) being referred to
herein collectively as the "Closing Date Amount"), with the Closing Date Amount
to be


                                       35
   41

adjusted by the Net Worth Adjustment Amount on FQE July 31, 2001 and on the last
day of each fiscal quarter thereafter. As used herein, the term "Net Worth
Adjustment Amount" shall mean, for the relevant fiscal quarter, an amount equal
to (A) fifty percent (50%) of the positive Consolidated Net Earnings for such
fiscal quarter (with no deduction for losses), plus (B) one hundred percent
(100%) of the proceeds of any equity offering by the Companies, or any debt
offering of the Companies, to the extent converted into equity occurring during
such fiscal quarter, minus (C) the aggregate amount of Share Repurchases made
pursuant to Section 5.19(b)(iii) hereof during such fiscal quarter (not to
exceed Seventy-Five Million Dollars ($75,000,000) for all Share Repurchases
during all fiscal quarters subsequent to FQE April 30, 2001).

         SECTION 5.8. BORROWING. No Company shall create, incur or have
outstanding any obligation for borrowed money or any Indebtedness of any kind;
provided, that this Section shall not apply to:

         (a) the Loans or any other Indebtedness under this Agreement;

         (b) the Indebtedness (whether outstanding or committed) that exists as
of the Closing Date as set forth in SCHEDULE 5.8 hereto (and any extension,
renewal or refinancing thereof so long as the principal amount thereof does not
increase after the Closing Date);

         (c) the unsecured Indebtedness of Borrower under the Note Purchase
Agreement in an original principal amount not to exceed Fifty Million Dollars
($50,000,000);

         (d) unsecured Indebtedness of Borrower under the Credit Agreement
between Borrower and National City Bank, dated October 11, 2000, up to an
aggregate principal amount of Forty Million Dollars ($40,000,000);

         (e) the unsecured Indebtedness of Borrower under the 2001 Note Purchase
Agreement in an aggregate principal amount not to exceed One Hundred Million
Dollars ($100,000,000);

         (f) the unsecured Indebtedness of Borrower owing to Bank of
Tokyo-Mitsubishi Trust Company up to the Dollar Equivalent of Three Billion
Japanese Yen ((Y)3,000,000,000);

         (g) loans or capital leases to any Company for the purchase or lease of
fixed assets, which loans or leases are secured by the assets being purchased or
leased, so long as the aggregate principal amount of all such loans and leases
for all Companies does not exceed Twenty-Five Million Dollars ($25,000,000) at
any time;

         (h) loans by a Domestic Company (other than the Receivables Subsidiary)
to another Domestic Company (other than the Receivables Subsidiary);

         (i) unsecured loans by a Foreign Subsidiary to a Domestic Company
(other than the Receivables Subsidiary) or another Foreign Subsidiary;

         (j) Permitted Foreign Subsidiary Loans and Investments;


                                       36
   42


         (k) Indebtedness under any Hedge Agreement, so long as such Hedge
Agreement has been entered in to in the ordinary course of business and not for
speculative purposes;

         (l) Indebtedness of the Receivables Subsidiary under the Permitted
Receivables Facility, so long as (i) the funded amount, together with any other
Indebtedness thereunder, does not exceed Fifty Million Dollars ($50,000,000) at
any time, and (ii) Borrower provides a copy of the documents evidencing such
transaction to Agent; and

         (m) additional unsecured Indebtedness of Borrower, to the extent not
otherwise permitted pursuant to subparts (a) through (l) hereof, so long as (i)
the aggregate outstanding principal amount of such Indebtedness does not exceed
Seventy-Five Million Dollars ($75,000,000) at any time; provided, however, that
such amount may be increased to an amount not to exceed One Hundred Seventy-Five
Million Dollars ($175,000,000) on the conditions that (A) there shall have been
a permanent reduction in the Tranche B Commitment in the amount of such
increase, and (B) such increased amount of Indebtedness shall not have been
incurred under or in connection with another committed bank credit facility, and
(ii) no Company (other than Borrower) is liable, whether directly or indirectly,
for any part of such Indebtedness.

         SECTION 5.9. LIENS. No Company shall create, assume or suffer to exist
any Lien upon any of its property or assets, whether now owned or hereafter
acquired; provided that this Section shall not apply to the following:

         (a) Liens for taxes not yet due or that are being actively contested in
good faith by appropriate proceedings and for which adequate reserves have been
established in accordance with GAAP;

         (b) other statutory Liens incidental to the conduct of its business or
the ownership of its property and assets that (i) were not incurred in
connection with the borrowing of money or the obtaining of advances or credit,
and (ii) do not in the aggregate materially detract from the value of its
property or assets or materially impair the use thereof in the operation of its
business;

         (c) easements or other minor defects or irregularities in title of real
property not interfering in any material respect with the use of such property
in the business of any Company;

         (d) the Liens existing on the Closing Date as set forth in SCHEDULE 5.9
hereto;

         (e) any Lien granted to Agent, for the benefit of the Banks;

         (f) Liens on fixed assets securing the loans or capital leases pursuant
to Section 5.8 (g) hereof, provided that such Lien only attaches to the property
being acquired or leased;

         (g) Liens on the Receivables Related Assets in connection with the
Permitted Receivables Facility securing the obligations under the Permitted
Receivables Facility; and

         (h) any other Liens created after the Closing Date, to the extent not
otherwise permitted pursuant to subparts (a) through (g) hereof, so long as the
aggregate amount of Indebtedness secured by all such Liens does not exceed at
any time, for all Companies, the


                                       37
   43

greater of (a) Five Million Dollars ($5,000,000), or (b) an amount equal to one
percent (1%) of Consolidated Tangible Assets.

No Company (other than the Receivables Subsidiary) shall enter into any contract
or agreement (other than any contract or agreement entered into in connection
with the Indebtedness permitted to be incurred pursuant to Section 5.8 (c), (d),
(e), (f), (g) or (m) hereof) that would prohibit Agent or the Banks from
acquiring a security interest, mortgage or other Lien on, or a collateral
assignment of, any of the property or assets of a Company.

         SECTION 5.10. REGULATIONS U AND X. No Company shall take any action
that would result in any non-compliance of the Loans with Regulations U and X,
or any other applicable regulation, of the Board of Governors of the Federal
Reserve System.

         SECTION 5.11. INVESTMENTS AND LOAN. No Company shall, without the prior
written consent of Agent and the Required Banks, (a) create, acquire or hold any
Subsidiary, (b) make or hold any investment in any stocks, bonds or securities
of any kind, (c) be or become a party to any joint venture or other partnership,
(d) make or keep outstanding any advance or loan to any Person, or (e) be or
become a Guarantor of any kind; provided, that this Section shall not apply to:

         (i) investments by the Companies in Cash Equivalents;

         (ii) any endorsement of a check or other medium of payment for deposit
or collection through normal banking channels or similar transaction in the
normal course of business;

         (iii) the holding of Subsidiaries listed on SCHEDULE 6.1 hereto and the
creation, acquisition and holding of any new Subsidiary (other than by the
Receivables Subsidiary) after the Closing Date so long as such new Subsidiary is
created, acquired or held in accordance with the terms and conditions of this
Agreement;

         (iv) loans to or investments in a Domestic Company (other than the
Receivables Subsidiary) to or by another Domestic Company (other than the
Receivables Subsidiary);

         (v) loans to or investments in a Foreign Subsidiary or Borrower by
another Foreign Subsidiary;

         (vi) Permitted Foreign Subsidiary Loans and Investments;

         (vii) any advance or loan to an officer or employee of a Company made
in the ordinary course of such Company's business, so long as all such advances
and loans from all Companies aggregate not more than the maximum principal sum
of Five Million Dollars ($5,000,000) at any time outstanding;

         (viii) loans or advances to customers or suppliers in connection with a
contractual arrangement made in the ordinary course of business and consistent
with past practice; and

         (ix) any Permitted Investment.



                                       38
   44

         SECTION 5.12. MERGER AND SALE OF ASSETS. No Company shall merge or
consolidate with any other Person, or sell, lease or transfer or otherwise
dispose of any assets to any Person other than in the ordinary course of
business, except that, if no Default or Event of Default shall then exist or
immediately thereafter shall begin to exist:

         (a) any Subsidiary (other than the Receivables Subsidiary) may merge
with (i) Borrower (provided that Borrower shall be the continuing or surviving
Person) , or (ii) any one or more Domestic Subsidiaries (other than the
Receivables Subsidiary);

         (b) any Subsidiary (other than the Receivables Subsidiary) may sell,
lease, transfer or otherwise dispose of any of its assets to (i) Borrower, or
(ii) any one or more Domestic Subsidiaries (other than the Receivables
Subsidiary);

         (c) in addition to any merger permitted pursuant to subpart (a) above,
any Foreign Subsidiary may merge with any one or more Foreign Subsidiaries;

         (d) in addition to any sale, lease, transfer or other disposition
permitted pursuant to subpart (b) above, any Foreign Subsidiary may sell, lease,
transfer or otherwise dispose of any of its assets to any one or more Foreign
Subsidiaries;

         (e) in addition to any sale, lease, transfer or other disposition
permitted pursuant to subparts (a) through (d) above, any Company may sell
accounts receivables to the Receivables Subsidiary in connection with the
Permitted Receivables Facility; and

         (f) in addition to any sale, lease, transfer or other disposition
permitted pursuant to subparts (a) through (e) above, any Company (other than
the Receivables Subsidiary) may sell, lease, transfer or otherwise dispose of
any of its assets to any Person so long as the aggregate amount of all such
assets sold, leased, transferred or otherwise disposed of by all Companies does
not exceed the greater of (a) Twenty Five Million Dollars ($25,000,000), or (b)
an amount equal to five percent (5%) of Consolidated Tangible Assets during any
fiscal year of Borrower.

         SECTION 5.13. ACQUISITIONS. Borrower shall not effect, or permit any
Subsidiary to effect, an Acquisition, except that any Company (other than the
Receivables Subsidiary) may effect an Acquisition so long as (a) Borrower shall
be the surviving entity if such Acquisition is a merger or consolidation with
Borrower; (b) the business to be acquired shall be similar, related,
complementary or beneficial to the lines of business of the Companies; (c) the
Board of Directors (or equivalent governing body) and the management of the
Person to be acquired shall have approved such Acquisition; (d) the Companies
shall be in full compliance with the Loan Documents both prior to and subsequent
to the transaction; and (e) if the aggregate Consideration paid in connection
with such Acquisition is in excess of Fifteen Million Dollars ($15,000,000),
Borrower shall have provided to Agent and the Banks, at least twenty (20) days
prior to such Acquisition, historical financial statements of the target entity
and a pro forma financial statement of the Companies accompanied by a
certificate of a Financial Officer of Borrower showing pro forma compliance with
Section 5.7 hereof, both before and after the proposed Acquisition.

         SECTION 5.14. NOTICE. Borrower shall cause a Financial Officer of
Borrower to promptly notify Agent and the Banks whenever (a) any Default or
Event of Default may occur


                                       39
   45

hereunder, or (b) any default, or event with which the passage of time or the
giving of notice, or both, would cause a default, shall have occurred under the
Note Purchase Agreement, the 2001 Note Purchase Agreement or any other Material
Indebtedness Agreement.

         SECTION 5.15. ENVIRONMENTAL COMPLIANCE. Except where the failure to do
so would not have or result in a Material Adverse Effect, (a) each Company shall
comply in all respects with any and all Environmental Laws including, without
limitation, all Environmental Laws in jurisdictions in which any Company owns or
operates a facility or site, arranges for disposal or treatment of hazardous
substances, solid waste or other wastes, accepts for transport any hazardous
substances, solid waste or other wastes or holds any interest in real property
or otherwise; and (b) no Company shall allow the release or disposal of
hazardous waste, solid waste or other wastes on, under or to any real property
in which any Company holds any interest or performs any of its operations, in
violation of any Environmental Law. Borrower shall defend, indemnify and hold
Agent and the Banks harmless against all costs, expenses, claims, damages,
penalties and liabilities of every kind or nature whatsoever (including
attorneys' fees) arising out of or resulting from the noncompliance of any
Company with any Environmental Law. Such indemnification shall survive any
termination of this Agreement.

         SECTION 5.16. AFFILIATE TRANSACTIONS. No Company shall, or shall permit
any Subsidiary to, directly or indirectly, enter into or permit to exist any
transaction (including, without limitation, the purchase, sale, lease or
exchange of any property or the rendering of any service) with any Affiliate of
a Company on terms that are less favorable to such Company or such Subsidiary,
as the case may be, than those that might be obtained at the time in a
transaction with a non-Affiliate; provided, however, that the foregoing shall
not prohibit (a) the payment of customary and reasonable directors' fees to
directors who are not employees of a Company or any Affiliate of a Company; or
(b) any transaction, including, but not limited to the transactions contemplated
pursuant to the Permitted Receivables Facility, between Borrower and an
Affiliate that Borrower reasonably determines in good faith is beneficial to
Borrower and its Affiliates as a whole and that is not entered into for the
purpose of hindering the exercise by Agent or the Banks of their rights or
remedies under this Agreement.

         SECTION 5.17. USE OF PROCEEDS. Borrower's use of the proceeds of the
Notes shall be solely for working capital and other general corporate purposes
of Borrower and its Subsidiaries and for acquisitions permitted pursuant to this
Agreement.

         SECTION 5.18. CORPORATE NAME. Borrower shall not change its corporate
name, unless Borrower shall provide Agent with thirty (30) days prior written
notice thereof.

         SECTION 5.19. RESTRICTED PAYMENTS.

         (a) Each Subsidiary shall make Capital Distributions to Borrower of
such Subsidiary's Net Earnings on a regular basis consistent with the past
practices of Borrower, subject to Section 5.20.

         (b) Except for any Restricted Payment made pursuant to subpart (a)
above, no Company shall make or commit itself to make any Restricted Payment,
provided, that:


                                       40
   46

                  (i) any Company may make or commit itself to make, directly or
         indirectly, any Capital Distribution to Borrower at any time;

                  (ii) if no Default or Event of Default shall then exist or
         immediately thereafter shall begin to exist, Borrower may make Capital
         Distributions to the shareholders of Borrower; and

                  (iii) if no Default or Event of Default shall then exist or
         immediately thereafter shall begin to exist, Borrower may make a Share
         Repurchase provided that, if such Share Repurchase is from any Person
         other than an ERISA Plan or non-qualified option plan of Borrower, at
         the time of such Share Repurchase, the Capitalization Ratio shall be
         less than or equal to 0.50 to 1.00.

         SECTION 5.20. RESTRICTIVE AGREEMENTS. Except as set forth in this
Agreement, Borrower shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, create or otherwise cause or suffer to exist or become
effective any encumbrance or restriction on the ability of any Subsidiary to (a)
make, directly or indirectly, any Capital Distribution to Borrower; (b) make,
directly or indirectly, loans or advances or capital contributions to Borrower;
or (c) transfer, directly or indirectly, any of the properties or assets of such
Subsidiary to Borrower, except for such encumbrances or restrictions existing
under or by reason of (i) applicable law, (ii) customary non-assignment
provisions in leases or other agreements entered in the ordinary course of
business and consistent with past practices, (iii) customary restrictions in
security agreements or mortgages securing Indebtedness of a Company to the
extent such restrictions only restrict the transfer of the property subject to
such security agreement or mortgage or (iv) customary and reasonable
restrictions in agreements necessary to obtain Permitted Foreign Subsidiary
Loans and Investments so long as such restrictions do not materially encumber
the ability of the Foreign Subsidiaries taken as a whole to make Capital
Distributions.

         SECTION 5.21. AMENDMENT OF ORGANIZATION DOCUMENTS. Borrower shall not
amend its Organizational Documents without the prior written consent of Agent,
which consent shall not be unreasonably withheld.

         SECTION 5.22. OTHER COVENANTS. In the event that Borrower shall enter
into, or shall have entered into, any Material Indebtedness Agreement, wherein
the covenants and agreements contained therein are more restrictive than the
covenants set forth herein, then Borrower shall be bound hereunder by such
covenants and agreements with the same force and effect as if such covenants and
agreements were written herein.

         SECTION 5.23. GUARANTIES OF PAYMENT; GUARANTY UNDER MATERIAL
INDEBTEDNESS AGREEMENT.

         (a) No Company shall be or become a Guarantor of the Indebtedness
incurred pursuant to the Note Purchase Agreement, the 2001 Note Purchase
Agreement or any other Material Indebtedness Agreement unless such Company is
also a Guarantor of Payment under this Agreement prior to or concurrently
therewith.

         (b) If, pursuant to the terms and conditions of the Note Purchase
Agreement, the 2001 Note Purchase Agreement and each other Material Indebtedness
Agreement at any time after the


                                       41
   47

Closing Date, the Domestic Subsidiaries are permitted to become Guarantors of
Payment with respect to all of the Debt or the Foreign Subsidiaries are
permitted to become co-borrowers with respect to all of the Loans made to, or
directly for the benefit of, such Foreign Subsidiaries, then, (i) Borrower shall
immediately provide written notice thereof to Agent, and (ii) upon request of
Agent or the Required Banks, Borrower shall (A) cause each such Domestic
Subsidiary to execute and deliver to Agent, for the benefit of Banks, a Guaranty
of Payment, in form and substance satisfactory to Agent and the Required Banks,
and upon request of Agent and the Required Banks, Borrower shall deliver such
corporate governance or other documents of each such Domestic Subsidiary as
Agent shall deem necessary or appropriate, and (B) cause each such Foreign
Subsidiary to execute and deliver to Agent, for the benefit of the Banks, an
assumption agreement, in form and substance satisfactory to Agent and the
Required Banks, and appropriate Notes, and upon request of Agent and the
Required Banks, Borrower shall deliver such corporate governance or other
documents of each such Foreign Subsidiary as Agent may deem necessary or
appropriate.

         SECTION 5.24. PARI PASSU RANKING. The Debt shall, and Borrower shall
take all necessary action to ensure that the Debt shall, at all times rank at
least pari passu in right of payment (to the fullest extent permitted by law)
with all other senior unsecured Indebtedness of Borrower.


                   ARTICLE VI. REPRESENTATIONS AND WARRANTIES

         Borrower represents and warrants that the statements set forth in this
Article VI are true, correct and complete.

         SECTION  6.1. CORPORATE EXISTENCE; SUBSIDIARIES; FOREIGN QUALIFICATION.

         (a) Each Company is an entity duly organized, validly existing, and in
good standing under the laws of its state or jurisdiction of incorporation or
organization and is duly qualified and authorized to do business and is in good
standing as a foreign entity in each jurisdiction where the character of its
property or its business activities makes such qualification necessary, except
where the failure to so qualify will not cause or result in a Material Adverse
Effect.

         (b) SCHEDULE 6.1 hereto sets forth (i) each Company, (ii) each
Company's state or jurisdiction of organization, (iii) each state or other
jurisdiction in which each Company is qualified to do business as a foreign
entity, and (iv) the capitalization of each Company.

         SECTION 6.2. CORPORATE AUTHORITY. Borrower has the right and power and
is duly authorized and empowered to enter into, execute and deliver the Loan
Documents to which it is a party and to perform and observe the provisions of
the Loan Documents. The Loan Documents to which Borrower is a party have been
duly authorized and approved by Borrower's Board of Directors and are the valid
and binding obligations of Borrower, enforceable against Borrower in accordance
with their respective terms. The execution, delivery and performance of the Loan
Documents will not violate any applicable law, conflict with or result in any
breach in any of the provisions of, or constitute a default under, or result in
the creation of any Lien (other than Liens permitted under Section 5.9 hereof)
upon any assets or property of any Company under the provisions of such
Company's Organizational Documents or any agreement.


                                       42
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         SECTION  6.3. COMPLIANCE WITH LAWS. Each Company:

         (a) holds permits, certificates, licenses, orders, registrations,
franchises, authorizations, and other approvals from federal, state, local, and
foreign governmental and regulatory bodies necessary for the conduct of its
business and is in compliance with all applicable laws relating thereto except
where the failure to do so would not have a Material Adverse Effect;

         (b) is in compliance with all federal, state, local, or foreign
applicable statutes, rules, regulations, and orders including, without
limitation, those relating to environmental protection, occupational safety and
health, and equal employment practices, except where the failure to do so would
not have a Material Adverse Effect; and

         (c) is not in violation of or in default under any agreement to which
it is a party or by which its assets are subject or bound, except to the extent
that any such violation or default would not have a Material Adverse Effect.

         SECTION 6.4. LITIGATION AND ADMINISTRATIVE PROCEEDINGS. Except as
disclosed on SCHEDULE 6.4 hereto, as to any of which, individually or in the
aggregate, if determined adversely, would not have a Material Adverse Effect,
there are (a) no lawsuits, actions, investigations, or other proceedings pending
or threatened against any Company, or in respect of which any Company may have
any liability, in any court or before any governmental authority, arbitration
board, or other tribunal, (b) no orders, writs, injunctions, judgments, or
decrees of any court or government agency or instrumentality to which any
Company is a party or by which the property or assets of any Company are bound,
and (c) no grievances, disputes, or controversies outstanding with any union or
other organization of the employees of any Company, or threats of work stoppage,
strike, or pending demands for collective bargaining.

         SECTION 6.5. TITLE TO ASSETS. Each Company has good title to and
ownership of all property it purports to own, which property is free and clear
of all Liens, except those permitted under Section 5.9 hereof.

         SECTION 6.6. LIENS AND SECURITY INTERESTS. On and after the Closing
Date, except for Liens permitted pursuant to Section 5.9 hereof, (a) there is no
financing statement outstanding covering any personal property of any Company,
other than a financing statement in favor of Agent, for the benefit of the
Banks, if any; (b) there is no mortgage outstanding covering any real property
of any Company, other than a mortgage in favor of Agent, for the benefit of the
Banks, if any; and (c) no real or personal property of any Company is subject to
any security interest or Lien of any kind other than any security interest or
Lien that may be granted to Agent, for the benefit of the Banks. No Company
(other than the Receivables Subsidiary) has entered into any contract or
agreement that exists on or after the Closing Date (other than any contract or
agreement entered into in connection with the Indebtedness permitted to be
incurred pursuant to Section 5.8 (c), (d), (e), (f), (g) or (m) hereof) that
would prohibit Agent or the Banks from acquiring a security interest, mortgage
or other Lien on, or a collateral assignment of, any of the property or assets
of any Company.


                                       43
   49

         SECTION 6.7. TAX RETURNS. All foreign, federal, state and local tax
returns and other reports required by law to be filed in respect of the income,
business, properties and employees of each Company have been filed and all
taxes, assessments, fees and other governmental charges that are due and payable
have been paid, except as otherwise permitted herein or the failure to do so
does not and will not cause or result in a Material Adverse Effect. The
provision for taxes on the books of each Company is adequate for all years not
closed by applicable statutes and for the current fiscal year.

         SECTION 6.8. ENVIRONMENTAL LAWS. Each Company is in compliance with any
and all Environmental Laws, including, without limitation, all Environmental
Laws in all jurisdictions in which any Company owns or operates, or has owned or
operated, a facility or site, arranges or has arranged for disposal or treatment
of hazardous substances, solid waste or other wastes, accepts or has accepted
for transport any hazardous substances, solid waste or other wastes or holds or
has held any interest in real property or otherwise, except where the failure to
so comply would not have a Material Adverse Effect. No litigation or proceeding
arising under, relating to or in connection with any Environmental Law is
pending or, to the best knowledge of each Company, threatened, against any
Company, any real property in which any Company holds or has held an interest or
any past or present operation of any Company that, if determined adversely,
would have a Material Adverse Effect. No release, threatened release or disposal
of hazardous waste, solid waste or other wastes is occurring, or has occurred
(other than those that are currently being cleaned up in accordance with
Environmental Laws), on, under or to any real property in which any Company
holds any interest or performs any of its operations, in violation of any
Environmental Law. As used in this Section, "litigation or proceeding" means any
demand, claim, notice, suit, suit in equity, action, administrative action,
investigation or inquiry whether brought by any governmental authority, private
Person or otherwise.

         SECTION 6.9. CONTINUED BUSINESS. There exists no actual, pending, or,
to Borrower's knowledge, any threatened termination, cancellation or limitation
of, or any modification or change in the business relationship of any Company
and any customer or supplier, or any group of customers or suppliers, whose
purchases or supplies, individually or in the aggregate, are material to the
business of any Company, and there exists no present condition or state of facts
or circumstances that would materially and adversely affect any Company in any
respect or prevent a Company from conducting its business or the transactions
contemplated by this Agreement in substantially the same manner in which it was
previously conducted in each case that would have a Material Adverse Effect.

         SECTION 6.10. EMPLOYEE BENEFIT PLANS. SCHEDULE 6.10 hereto identifies
each ERISA Plan. No ERISA Event has occurred or is expected to occur with
respect to an ERISA Plan. Full payment has been made of all amounts which a
Controlled Group member is required, under applicable law or under the governing
documents, to have been paid as a contribution to or a benefit under each ERISA
Plan. The liability of each Controlled Group member with respect to each ERISA
Plan has been fully funded based upon reasonable and proper actuarial
assumptions, has been fully insured, or has been fully reserved for on its
financial statements. No changes have occurred or are expected to occur that
would cause a material increase in the cost of providing benefits under the
ERISA Plan. With respect to each ERISA Plan that is intended to be qualified
under Code Section 401(a): (a) the ERISA Plan and any associated trust
operationally comply with the applicable requirements of Code Section 401(a),
(b) the ERISA Plan and any associated trust have been amended to comply with all
such requirements as


                                       44
   50

currently in effect, other than those requirements for which a retroactive
amendment can be made within the "remedial amendment period" available under
Code Section 401(b) (as extended under Treasury Regulations and other Treasury
pronouncements upon which taxpayers may rely), (c) the ERISA Plan and any
associated trust have received a favorable determination letter from the
Internal Revenue Service stating that the ERISA Plan qualifies under Code
Section 401(a), that the associated trust qualifies under Code Section 501(a)
and, if applicable, that any cash or deferred arrangement under the ERISA Plan
qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at
a time for which the above-described "remedial amendment period" has not yet
expired, (d) the ERISA Plan currently satisfies the requirements of Code Section
410(b), without regard to any retroactive amendment that may be made within the
above-described "remedial amendment period", and (e) no contribution made to the
ERISA Plan is subject to an excise tax under Code Section 4972. With respect to
any Pension Plan (except to the extent set forth in footnote 3 to Borrower's
Consolidated financial statements for the fiscal year ended October 29, 2000),
the "accumulated benefit obligation" of Controlled Group members with respect to
the Pension Plan (as determined in accordance with Statement of Accounting
Standards No. 87, "Employers' Accounting for Pensions") does not exceed the fair
market value of Pension Plan assets.

         SECTION 6.11. CONSENTS OR APPROVALS. No consent, approval or
authorization of, or filing, registration or qualification with, any
governmental authority or any other Person is required to be obtained or
completed by Borrower in connection with the execution, delivery or performance
of any of the Loan Documents, that has not already been obtained or completed.

         SECTION 6.12. SOLVENCY. Borrower has received consideration that is the
reasonable equivalent value of the obligations and liabilities that Borrower has
incurred to the Banks. Borrower is not insolvent as defined in any applicable
state or federal statute, nor will Borrower be rendered insolvent by the
execution and delivery of the Loan Documents to Agent and the Banks. Borrower is
not engaged or about to engage in any business or transaction for which the
assets retained by it are or will be an unreasonably small amount of capital,
taking into consideration the obligations to Agent and the Banks incurred
hereunder. Borrower does not intend to, nor does it believe that it will, incur
debts beyond its ability to pay such debts as they mature.

         SECTION 6.13. FINANCIAL STATEMENTS. The Consolidated financial
statements of Borrower for the fiscal year ended on or about October 31, 2000
and the interim Consolidated financial statements for FQE January 31, 2001,
furnished to Agent and the Banks, are true and complete, have been prepared in
accordance with GAAP, and fairly present the financial condition of the
Companies as of the dates of such financial statements and the results of their
operations for the periods then ending. Since the dates of such statements,
there has been no material adverse change in any Company's financial condition,
properties or business nor any change in any Company's accounting procedures.

         SECTION 6.14. REGULATIONS. Borrower is not engaged principally or as
one of its important activities, in the business of extending credit for the
purpose of purchasing or carrying any "margin stock" (within the meaning of
Regulation U of the Board of Governors of the Federal Reserve System of the
United States of America). Neither the granting of any Loan (or any conversion
thereof) nor the use of the proceeds of any Loan will violate, or be
inconsistent with, the provisions of Regulation U or X or any other Regulation
of such Board of Governors.


                                       45
   51

         SECTION 6.15. MATERIAL AGREEMENTS. Except as disclosed on SCHEDULE 6.15
hereto, no Company is a party to any (a) debt instrument; (b) capital lease,
whether as lessee or lessor thereunder; (c) contract, commitment, agreement, or
other arrangement involving the purchase or sale of any inventory by it, or the
license of any right to or by it; (d) contract, commitment, agreement, or other
arrangement with any of its "Affiliates" (as such term is defined in the
Securities Exchange Act of 1934, as amended); (e) management or employment
contract or contract for personal services with any of its Affiliates that is
not otherwise terminable at will or on less than ninety (90) days' notice
without liability; (f) collective bargaining agreement; or (g) other contract,
agreement, understanding, or arrangement that, as to subsections (a) through
(f), above, if violated, breached, or terminated for any reason, would have or
would be reasonably expected to have a Material Adverse Effect.

         SECTION 6.16. INTELLECTUAL PROPERTY. Except where the failure to do so
would not have or result in a Material Adverse Effect, each Company owns,
possesses, or has the right to use all of the intellectual property, including,
without limitation, all patents, patent applications, trademarks, service marks,
copyrights, licenses, and rights with respect to the foregoing necessary for the
conduct of its business without any known conflict with the rights of others.

         SECTION 6.17. INSURANCE. Each Company maintains with financially sound
and reputable insurers insurance with coverage and limits as required by law and
as is customary with persons engaged in the same businesses as the Companies.

         SECTION 6.18. ACCURATE AND COMPLETE STATEMENTS. Neither the Loan
Documents nor any written statement made by any Company in connection with any
of the Loan Documents contains any untrue statement of a material fact or omits
a material fact necessary to make the statements contained therein or in the
Loan Documents not misleading. After due inquiry by a Financial Officer of
Borrower, there is no known fact that any Company has not disclosed to Agent and
the Banks that has or would have a Material Adverse Effect.

         SECTION 6.19. DEFAULTS. No Default or Event of Default exists
hereunder, nor will any begin to exist immediately after the execution and
delivery hereof.


                         ARTICLE VII. EVENTS OF DEFAULT

         Each of the following shall constitute an Event of Default hereunder:

         SECTION 7.1. PAYMENTS. If (a) the principal of any Note shall not be
paid in full punctually when due and payable, or (b) the interest on any Note or
any facility or other fee shall not be paid in full punctually when due and
payable or within five (5) Business Days thereafter.

         SECTION 7.2. SPECIAL COVENANTS. If any Company or Obligor shall fail or
omit to perform and observe Sections 5.7, 5.8, 5.9, 5.11, 5.12 or 5.19(b)
hereof.

         SECTION 7.3. OTHER COVENANTS. If any Company or Obligor shall fail or
omit to perform and observe any agreement or other provision (other than those
referred to in Sections 7.1 or 7.2 hereof) contained or referred to in this
Agreement or any Related Writing that is on


                                       46
   52

such Company's or Obligor's part, as the case may be, to be complied with, and
that Default shall not have been fully corrected within thirty (30) days after
the giving of written notice thereof to Borrower by Agent or any Bank that the
specified Default is to be remedied.

         SECTION 7.4. REPRESENTATIONS AND WARRANTIES. If any representation,
warranty or statement made in or pursuant to this Agreement or any Related
Writing or any other material information furnished by any Company or any
Obligor to the Banks or any thereof or any other holder of any Note, shall be
false or erroneous.

         SECTION 7.5. CROSS DEFAULT. If any Company or Obligor shall default in
the payment of principal, interest or fees due and owing upon any other
obligation for borrowed money in excess of the aggregate, for all such
obligations for all such Companies and Obligors, of Ten Million Dollars
($10,000,000) beyond any period of grace provided with respect thereto, or in
the performance or observance of any other agreement, term or condition
contained in any agreement under which such obligation is created beyond any
period of grace provided with respect thereto, if the effect of such default is
to allow the acceleration of the maturity of such Indebtedness or to permit the
holder thereof to cause such Indebtedness to become due prior to its stated
maturity.

         SECTION 7.6. ERISA DEFAULT. The occurrence of one or more ERISA Events
that (a) the Required Banks determine could have a Material Adverse Effect, or
(b) results in a Lien on any of the assets of any Company in excess of Five
Hundred Thousand Dollars ($500,000).

         SECTION 7.7. CHANGE IN CONTROL. If any Change in Control shall occur.

         SECTION 7.8. MONEY JUDGMENT. A final judgment or order for the payment
of money shall be rendered against any Company or Obligor by a court of
competent jurisdiction, that remains unpaid or unstayed and undischarged for a
period (during which execution shall not be effectively stayed) of thirty (30)
days after the date on which the right to appeal has expired, provided that the
aggregate of all such judgments for all such Companies and Obligors shall exceed
Ten Million Dollars ($10,000,000).

         SECTION 7.9. VALIDITY OF LOAN DOCUMENTS. (a) Any material provision, in
the reasonable opinion of Agent, of any Loan Document shall at any time for any
reason cease to be valid and binding and enforceable against Borrower or any
Company; (b) the validity, binding effect or enforceability of any Loan Document
against Borrower or any Company shall be contested by such Company or any other
Obligor; (c) Borrower or any Guarantor of Payment shall deny that it has any or
further liability or obligation thereunder; or (d) any Loan Document shall be
terminated, invalidated or set aside, or be declared ineffective or inoperative
or in any way cease to give or provide to Agent and the Banks the benefits
purported to be created thereby.

         SECTION 7.10. SOLVENCY. If Borrower, any Domestic Subsidiary with
assets over One Million Dollars ($1,000,000), any Foreign Subsidiary with assets
over Five Million Dollars ($5,000,000) or any Obligor shall (a) except as
permitted pursuant to Section 5.12 hereof, discontinue business, (b) generally
not pay its debts as such debts become due, (c) make a general assignment for
the benefit of creditors, (d) apply for or consent to the appointment of a
receiver, a custodian, a trustee, an interim trustee or liquidator of all or a
substantial part of its


                                       47
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assets, (e) be adjudicated a debtor or have entered against it an order for
relief under Title 11 of the United States Code, as the same may be amended from
time to time, (f) file a voluntary petition in bankruptcy, or have an
involuntary proceeding filed against it and the same shall continue undismissed
for a period of thirty (30) days from commencement of such proceeding or case,
or file a petition or an answer seeking reorganization or an arrangement with
creditors or seeking to take advantage of any other law (whether federal or
state (or the foreign equivalent)) relating to relief of debtors, or admit (by
answer, by default or otherwise) the material allegations of a petition filed
against it in any bankruptcy, reorganization, insolvency or other proceeding
(whether federal or state (or the foreign equivalent)) relating to relief of
debtors, (g) suffer or permit to continue unstayed and in effect for thirty (30)
consecutive days any judgment, decree or order entered by a court of competent
jurisdiction, that approves a petition seeking its reorganization or appoints a
receiver, custodian, trustee, interim trustee or liquidator of all or a
substantial part of its assets, or (h) take, or omit to take, any action in
order thereby to effect any of the foregoing.


                       ARTICLE VIII. REMEDIES UPON DEFAULT

         Notwithstanding any contrary provision or inference herein or
elsewhere,

         SECTION 8.1. OPTIONAL DEFAULTS. If any Event of Default referred to in
Section 7.1, 7.2., 7.3, 7.4, 7.5, 7.6, 7.7, 7.8 or 7.9 hereof shall occur, Agent
may, with the consent of the Required Banks, and shall, at the request of the
Required Banks, give written notice to Borrower, to:

         (a) terminate the Commitment and the credits hereby established, if not
previously terminated, and, immediately upon such election, the obligations of
the Banks, and each thereof, to make any further Loan and the obligation of
Agent to make any Swing Loan hereunder immediately shall be terminated, and/or

         (b) accelerate the maturity of all of the Debt (if the Debt is not
already due and payable), whereupon all of the Debt shall become and thereafter
be immediately due and payable in full without any presentment or demand and
without any further or other notice of any kind, all of which are hereby waived
by Borrower.

         SECTION 8.2. AUTOMATIC DEFAULTS. If any Event of Default referred to in
Section 7.10 hereof shall occur:

         (a) all of the Commitment and the credits hereby established shall
automatically and immediately terminate, if not previously terminated, and no
Bank thereafter shall be under any obligation to grant any further Loan, nor
shall Agent be obligated to make any Swing Loan hereunder, and

         (b) the principal, interest and any other amounts then outstanding on
all of the Notes, and all of the other Debt, shall thereupon become and
thereafter be immediately due and payable in full (if the Debt is not already
due and payable), all without any presentment, demand or notice of any kind,
which are hereby waived by Borrower.


                                       48
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         SECTION 8.3. OFFSETS. If there shall occur or exist any Event of
Default referred to in Section 7.10 hereof or if the maturity of the Notes is
accelerated pursuant to Section 8.1 or 8.2 hereof, each Bank shall have the
right at any time to set off against, and to appropriate and apply toward the
payment of, any and all Debt then owing by Borrower to that Bank (including,
without limitation, any participation purchased or to be purchased pursuant to
subpart 2 of Section 2.1A or 8.4 hereof), whether or not the same shall then
have matured, any and all deposit balances and all other indebtedness then held
or owing by that Bank to or for the credit or account of Borrower or any
Guarantor of Payment, all without notice to or demand upon Borrower or any other
Person, all such notices and demands being hereby expressly waived by Borrower.

         SECTION 8.4. EQUALIZATION PROVISION. Each Bank agrees with the other
Banks that if it, at any time, shall obtain any Advantage over the other Banks
or any thereof in respect of the Debt (except as to Swing Loans and except under
Article III hereof), it shall purchase from the other Banks, for cash and at
par, such additional participation in the Debt as shall be necessary to nullify
the Advantage. If any such Advantage resulting in the purchase of an additional
participation as aforesaid shall be recovered in whole or in part from the Bank
receiving the Advantage, each such purchase shall be rescinded, and the purchase
price restored (but without interest unless the Bank receiving the Advantage is
required to pay interest on the Advantage to the Person recovering the Advantage
from such Bank) ratably to the extent of the recovery. Each Bank further agrees
with the other Banks that if it at any time shall receive any payment for or on
behalf of Borrower on any indebtedness owing by Borrower to that Bank by reason
of offset of any deposit or other indebtedness, it will apply such payment first
to any and all Debt owing by Borrower to that Bank (including, without
limitation, any participation purchased or to be purchased pursuant to this
Section or any other Section of this Agreement). Borrower agrees that any Bank
so purchasing a participation from the other Banks or any thereof pursuant to
this Section may exercise all its rights of payment (including the right of
set-off) with respect to such participation as fully as if such Bank was a
direct creditor of Borrower in the amount of such participation.


                              ARTICLE IX. THE AGENT

         The Banks authorize KeyBank National Association and KeyBank National
Association hereby agrees to act as agent for the Banks in respect of this
Agreement upon the terms and conditions set forth elsewhere in this Agreement,
and upon the following terms and conditions:

         SECTION 9.1. APPOINTMENT AND AUTHORIZATION. Each Bank hereby
irrevocably appoints and authorizes Agent to take such action as agent on its
behalf and to exercise such powers hereunder as are delegated to Agent by the
terms hereof, together with such powers as are reasonably incidental thereto.
Neither Agent nor any of its affiliates, directors, officers, attorneys or
employees shall be liable for any action taken or omitted to be taken by it or
them hereunder or in connection herewith, except for its or their own gross
negligence or willful misconduct.

         SECTION 9.2. NOTE HOLDERS. Agent may treat the payee of any Note as the
holder thereof until written notice of transfer shall have been filed with it,
signed by such payee and in form satisfactory to Agent.


                                       49
   55

         SECTION 9.3. CONSULTATION WITH COUNSEL. Agent may consult with legal
counsel selected by it and shall not be liable for any action taken or suffered
in good faith by it in accordance with the opinion of such counsel.

         SECTION 9.4. DOCUMENTS. Agent shall not be under any duty to examine
into or pass upon the validity, effectiveness, genuineness or value of any Loan
Documents or any other Related Writing furnished pursuant hereto or in
connection herewith or the value of any collateral obtained hereunder, and Agent
shall be entitled to assume that the same are valid, effective and genuine and
what they purport to be.

         SECTION 9.5. AGENT AND AFFILIATES. With respect to the Loans, Agent,
each Co-Documentation Agent and the Syndication Agent shall have the same rights
and powers hereunder as any other Bank and may exercise the same as though it
were not Agent, Co-Documentation Agent or Syndication Agent, as the case may be,
and Agent, each Co-Documentation Agent and the Syndication Agent and their
respective affiliates may accept deposits from, lend money to and generally
engage in any kind of business with any Company or any affiliate thereof.

         SECTION 9.6. KNOWLEDGE OF DEFAULT. It is expressly understood and
agreed that Agent shall be entitled to assume that no Default or Event of
Default has occurred, unless Agent has been notified by a Bank in writing that
such Bank believes that a Default or Event of Default has occurred and is
continuing and specifying the nature thereof or has been notified by Borrower
pursuant to Section 5.14 hereof.

         SECTION 9.7. ACTION BY AGENT. Subject to the other terms and conditions
hereof, so long as Agent shall be entitled, pursuant to Section 9.6 hereof, to
assume that no Default or Event of Default shall have occurred and be
continuing, Agent shall be entitled to use its discretion with respect to
exercising or refraining from exercising any rights that may be vested in it by,
or with respect to taking or refraining from taking any action or actions that
it may be able to take under or in respect of, this Agreement. Agent shall incur
no liability under or in respect of this Agreement by acting upon any notice,
certificate, warranty or other paper or instrument believed by it to be genuine
or authentic or to be signed by the proper party or parties, or with respect to
anything that it may do or refrain from doing in the reasonable exercise of its
judgment, or that may seem to it to be necessary or desirable in the premises.

         SECTION 9.8. NOTICES, DEFAULT, ETC. In the event that Agent shall have
acquired actual knowledge of any Default or Event of Default, Agent shall
promptly notify the Banks and shall take such action and assert such rights
under this Agreement as the Required Banks shall direct and Agent shall promptly
inform the other Banks in writing of the action taken. Subject to the other
terms and conditions hereof, Agent may take such action and assert such rights
as it deems to be advisable, in its discretion, for the protection of the
interests of the holders of the Notes.

         SECTION 9.9. INDEMNIFICATION OF AGENT. The Banks agree to indemnify
Agent, Co-Documentation Agents and the Syndication Agent (to the extent not
reimbursed by Borrower) ratably, according to their respective Commitment
Percentages, from and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs,


                                       50
   56

expenses or disbursements of any kind or nature whatsoever that may be imposed
on, incurred by or asserted against Agent, Co-Documentation Agents and the
Syndication Agent in their respective agency capacities in any way relating to
or arising out of this Agreement or any Loan Document or any action taken or
omitted by any of them with respect to this Agreement or any Loan Document,
provided that no Bank shall be liable for any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses (including attorneys' fees) or disbursements resulting from their
respective gross negligence, willful misconduct or from any action taken or
omitted by any of them in any capacity other than as agent under this Agreement.

         SECTION 9.10. SUCCESSOR AGENT. Agent may resign as agent hereunder by
giving not fewer than thirty (30) days prior written notice to Borrower and the
Banks. If Agent shall resign under this Agreement, then either (a) the Required
Banks shall appoint from among the Banks a successor agent for the Banks (with
the consent of Borrower so long as an Event of Default has not occurred and
which consent shall not be unreasonably withheld), or (b) if a successor agent
shall not be so appointed and approved within the thirty (30) day period
following Agent's notice to the Banks of its resignation, then Agent shall
appoint a successor agent that shall serve as agent until such time as the
Required Banks appoint a successor agent. Upon its appointment, such successor
agent shall succeed to the rights, powers and duties as agent, and the term
"Agent" shall mean such successor effective upon its appointment, and the former
agent's rights, powers and duties as agent shall be terminated without any other
or further act or deed on the part of such former agent or any of the parties to
this Agreement.

         SECTION 9.11. CO-DOCUMENTATION AGENTS AND SYNDICATION AGENT. Neither of
the Co-Documentation Agents nor the Syndication Agent shall have any duties or
responsibilities hereunder in its capacity as such.


                            ARTICLE X. MISCELLANEOUS

         SECTION 10.1. BANKS' INDEPENDENT INVESTIGATION. Each Bank, by its
signature to this Agreement, acknowledges and agrees that Agent has made no
representation or warranty, express or implied, with respect to the
creditworthiness, financial condition, or any other condition of any Company or
with respect to the statements contained in any information memorandum furnished
in connection herewith or in any other oral or written communication between
Agent and such Bank. Each Bank represents that it has made and shall continue to
make its own independent investigation of the creditworthiness, financial
condition and affairs of the Companies in connection with the extension of
credit hereunder, and agrees that Agent has no duty or responsibility, either
initially or on a continuing basis, to provide any Bank with any credit or other
information with respect thereto (other than such notices as may be expressly
required to be given by Agent to the Banks hereunder), whether coming into its
possession before the granting of the first Loans hereunder or at any time or
times thereafter.

         SECTION 10.2. NO WAIVER; CUMULATIVE REMEDIES. No omission or course of
dealing on the part of Agent, any Bank or the holder of any Note in exercising
any right, power or remedy hereunder or under any of the Loan Documents shall
operate as a waiver thereof; nor shall any single or partial exercise of any
such right, power or remedy preclude any other or further exercise thereof or
the exercise of any other right, power or remedy hereunder or under

                                       51
   57
any of the Loan Documents. The remedies herein provided are cumulative and in
addition to any other rights, powers or privileges held by operation of law, by
contract or otherwise.

         SECTION 10.3. AMENDMENTS; CONSENTS. No amendment, modification,
termination, or waiver of any provision of any Loan Document nor consent to any
variance therefrom, shall be effective unless the same shall be in writing and
signed by the Required Banks and then such waiver or consent shall be effective
only in the specific instance and for the specific purpose for which given.
Anything herein to the contrary notwithstanding, unanimous consent of the Banks
shall be required with respect to (a) any increase in the Commitment hereunder,
(b) the extension of maturity of the Notes, the payment date of interest or
principal thereunder, or the payment date of facility or other fees or amounts
payable hereunder, (c) any reduction in the rate of interest on the Notes, or in
any amount of principal or interest due on any Note, or the payment of facility
or other fees hereunder or any change in the manner of pro rata application of
any payments made by Borrower to the Banks hereunder, (d) any change in any
percentage voting requirement, voting rights, or the Required Banks definition
in this Agreement, (e) the release of any Guarantor of Payment, if any, except
in connection with a transaction permitted pursuant to Section 5.12 hereof, or
(f) any amendment to this Section 10.3 or Section 8.4 hereof. Notice of
amendments or consents ratified by the Banks hereunder shall immediately be
forwarded by Agent to all Banks. Each Bank or other holder of a Note shall be
bound by any amendment, waiver or consent obtained as authorized by this
Section, regardless of its failure to agree thereto. In addition, Section 10.11
hereof may not be amended without the prior written consent of any Designating
Bank, as defined in Section 10.11 hereof, affected thereby.

         SECTION 10.4. NOTICES. All notices, requests, demands and other
communications provided for hereunder shall be in writing and, if to Borrower,
mailed or delivered to it, addressed to it at the address specified on the
signature pages of this Agreement, if to a Bank, mailed or delivered to it,
addressed to the address of such Bank specified on the signature pages of this
Agreement, or, as to each party, at such other address as shall be designated by
such party in a written notice to each of the other parties. All notices,
statements, requests, demands and other communications provided for hereunder
shall be given by overnight delivery or first class mail with postage prepaid by
registered or certified mail, addressed as aforesaid, or sent by facsimile with
telephonic confirmation of receipt, except that all notices hereunder shall not
be effective until received.

         SECTION 10.5. COSTS, EXPENSES AND TAXES. Borrower agrees to pay on
demand all costs and expenses of Agent, including, but not limited to, (a)
syndication, administration, travel and out-of-pocket expenses, including but
not limited to attorneys' fees and expenses, of Agent in connection with the
preparation, negotiation and closing of the Loan Documents and the
administration of the Loan Documents, the collection and disbursement of all
funds hereunder and the other instruments and documents to be delivered
hereunder, (b) extraordinary expenses of Agent in connection with the
administration of the Loan Documents and the other instruments and documents to
be delivered hereunder, and (c) the reasonable fees and out-of-pocket expenses
of special counsel for Agent, with respect to the foregoing, and of local
counsel, if any, who may be retained by said special counsel with respect
thereto. Borrower also agrees to pay on demand all costs and expenses of Agent
and the Banks, including reasonable attorneys' fees, in connection with the
restructuring or enforcement of the Debt, this Agreement or any Related Writing.
In addition, Borrower shall pay any and all stamp and other taxes and fees
payable or


                                       52
   58

determined to be payable in connection with the execution and delivery of the
Loan Documents, and the other instruments and documents to be delivered
hereunder, and agrees to hold Agent and each Bank harmless from and against any
and all liabilities with respect to or resulting from any delay in paying or
omission to pay such taxes or fees.

         SECTION 10.6. INDEMNIFICATION. Borrower agrees to defend, indemnify and
hold harmless Agent and the Banks (and their respective affiliates, officers,
directors, attorneys, agents and employees) from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses (including attorneys' fees) or disbursements of any kind or
nature whatsoever that may be imposed on, incurred by or asserted against Agent
or any Bank in connection with any investigative, administrative or judicial
proceeding (whether or not such Bank or Agent shall be designated a party
thereto) or any other claim by any Person relating to or arising out of any Loan
Document or any actual or proposed use of proceeds of the Loans or any of the
Debt, or any activities of any Company or any Obligor or any of their respective
Affiliates; provided that no Bank nor Agent shall have the right to be
indemnified under this Section for its own gross negligence or willful
misconduct as determined by a court of competent jurisdiction. All obligations
provided for in this Section 10.6 shall survive any termination of this
Agreement.

         SECTION 10.7. OBLIGATIONS SEVERAL; NO FIDUCIARY OBLIGATIONS. The
obligations of the Banks hereunder are several and not joint. Nothing contained
in this Agreement and no action taken by Agent or the Banks pursuant hereto
shall be deemed to constitute the Banks a partnership, association, joint
venture or other entity. No default by any Bank hereunder shall excuse the other
Banks from any obligation under this Agreement; but no Bank shall have or
acquire any additional obligation of any kind by reason of such default. The
relationship among Borrower and the Banks with respect to the Loan Documents and
the Related Writings is and shall be solely that of debtor and creditors,
respectively, and neither Agent nor any Bank shall have any fiduciary obligation
toward Borrower with respect to any such documents or the transactions
contemplated thereby.

         SECTION 10.8. EXECUTION IN COUNTERPARTS. This Agreement may be executed
in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed to be
an original and all of which taken together shall constitute but one and the
same agreement.

         SECTION 10.9. BINDING EFFECT; BORROWER'S ASSIGNMENT. This Agreement
shall become effective when it shall have been executed by Borrower, Agent and
by each Bank and thereafter shall be binding upon and inure to the benefit of
Borrower, Agent and each of the Banks and their respective successors and
assigns, except that Borrower shall not have the right to assign its rights
hereunder or any interest herein without the prior written consent of Agent and
all of the Banks.

         SECTION 10.10. BANK ASSIGNMENTS/PARTICIPATIONS.

         A. ASSIGNMENTS OF COMMITMENTS. Each Bank shall have the right at any
time or times to assign to another financial institution, without recourse, all
or a percentage of all of the following: (a) that Bank's Commitment, (b) all
Loans made by that Bank, (c) that Bank's Notes, and (d) that Bank's interest in
any participation purchased pursuant to subpart 2 of Section 2.1A


                                       53
   59

or Section 8.4 hereof; provided, however, in each such case, that the assignor
and the assignee shall have complied with the following requirements:

                  (i) PRIOR CONSENT. No assignment may be consummated pursuant
         to this Section 10.10 without the prior written consent of Borrower and
         Agent (other than an assignment by any Bank to any affiliate of such
         Bank which affiliate is either wholly-owned by such Bank or is
         wholly-owned by a Person that wholly owns, either directly or
         indirectly, such Bank), which consent of Borrower and Agent shall not
         be unreasonably withheld; provided, however, that, Borrower's consent
         shall not be required if, at the time of the proposed assignment, any
         Default or Event of Default shall then exist. Anything herein to the
         contrary notwithstanding, any Bank may at any time make a collateral
         assignment of all or any portion of its rights under the Loan Documents
         to a Federal Reserve Bank, and no such assignment shall release such
         assigning Bank from its obligations hereunder;

                  (ii) MINIMUM AMOUNT. Each such assignment shall be in a
         minimum amount of the lesser of Five Million Dollars ($5,000,000) of
         the assignor's Commitment and interest herein or the entire amount of
         the assignor's Commitment and interest herein;

                  (iii) ASSIGNMENT FEE; ASSIGNMENT AGREEMENT. Unless the
         assignment shall be to an affiliate of the assignor or the assignment
         shall be due to merger of the assignor or for regulatory purposes,
         either the assignor or the assignee shall remit to Agent, for its own
         account, an administrative fee of Three Thousand Five Hundred Dollars
         ($3,500). Unless the assignment shall be due to merger of the assignor
         or a collateral assignment for regulatory purposes, the assignor shall
         (A) cause the assignee to execute and deliver to Borrower and Agent an
         Assignment Agreement, and (B) execute and deliver, or cause the
         assignee to execute and deliver, as the case may be, to Agent such
         additional amendments, assurances and other writings as Agent may
         reasonably require; and

                  (iv) NON-U.S. ASSIGNEE. If the assignment is to be made to an
         assignee which is organized under the laws of any jurisdiction other
         than the United States or any state thereof, the assignor Bank shall
         cause such assignee, at least five (5) Business Days prior to the
         effective date of such assignment, (A) to represent to the assignor
         Bank (for the benefit of the assignor Bank, Agent and Borrower) that
         under applicable law and treaties no taxes will be required to be
         withheld by Agent, Borrower or the assignor with respect to any
         payments to be made to such assignee in respect of the Loans hereunder,
         (B) to furnish to the assignor (and, in the case of any assignee
         registered in the Register (as defined below), Agent and Borrower)
         either (1) U.S. Internal Revenue Service Form W-8ECI or U.S. Internal
         Revenue Service Form W-8BEN or (2) United States Internal Revenue
         Service Form W-8 or W-9, as applicable (wherein such assignee claims
         entitlement to complete exemption from U.S. federal withholding tax on
         all interest payments hereunder), and (C) to agree (for the benefit of
         the assignor, Agent and Borrower) to provide the assignor Bank (and, in
         the case of any assignee registered in the Register, Agent and
         Borrower) a new Form W-8ECI or Form W-8BEN or Form W-8 or W-9, as
         applicable, upon the expiration or obsolescence of any previously
         delivered form and comparable statements in accordance with applicable
         U.S. laws and regulations and amendments duly executed and completed by
         such assignee, and to comply from time to


                                       54
   60

         time with all applicable U.S. laws and regulations with regard to such
         withholding tax exemption.

         Upon satisfaction of the requirements specified in clauses (i) through
(iv) above, Borrower shall execute and deliver (A) to Agent, the assignor and
the assignee, any consent or release (of all or a portion of the obligations of
the assignor) required to be delivered by Borrower in connection with the
Assignment Agreement, and (B) to the assignee and the assignor (if applicable),
an appropriate Note or Notes. After delivery of the new Note or Notes, the
assignor's Note or Notes being replaced shall be returned to Borrower marked
"replaced".

         Upon satisfaction of the requirements of set forth in (i) through (iv),
and any other condition contained in this Section 10.10A, (A) the assignee shall
become and thereafter be deemed to be a "Bank" for the purposes of this
Agreement, (B) in the event that the assignor's entire interest has been
assigned, the assignor shall cease to be and thereafter shall no longer be
deemed to be a "Bank" and (C) the signature pages hereto and SCHEDULE 1 hereto
shall be automatically amended, without further action, to reflect the result of
any such assignment.

         Agent shall maintain at its address referred to in Section 10.4 hereof
a copy of each Assignment Agreement delivered to it and a register (the
"Register") for the recordation of the names and addresses of the Banks and the
Commitment of, and principal amount of the Loans owing to, each Bank from time
to time. The entries in the Register shall be conclusive, in the absence of
manifest error, and Borrower, Agent and the Banks may treat each financial
institution whose name is recorded in the Register as the owner of the Loan
recorded therein for all purposes of this Agreement. The Register shall be
available for inspection by Borrower or any Bank at any reasonable time and from
time to time upon reasonable prior notice.

         B. SALE OF PARTICIPATIONS. Each Bank shall have the right at any time
or times, without the consent of Agent or Borrower, to sell one or more
participations or sub-participations to a financial institution, as the case may
be, in all or any part of (a) that Bank's Commitment, (b) that Bank's Commitment
Percentage, (c) any Loan made by that Bank, (d) any Note delivered to that Bank
pursuant to this Agreement, and (e) that Bank's interest in any participation,
if any, purchased pursuant to subpart 2 of Section 2.1A or Section 8.4 hereof or
this Section 10.10B.

         The provisions of Article III and Section 10.6 shall inure to the
benefit of each purchaser of a participation or sub-participation and Agent
shall continue to distribute payments pursuant to this Agreement as if no
participation has been sold.

         If any Bank shall sell any participation or sub-participation, that
Bank shall, as between itself and the purchaser, retain all of its rights
(including, without limitation, rights to enforce against Borrower the Loan
Documents and the Related Writings) and duties pursuant to the Loan Documents
and the Related Writings, including, without limitation, that Bank's right to
approve any waiver, consent or amendment pursuant to Section 10.3, except if and
to the extent that any such waiver, consent or amendment would:

         (i)      reduce any fee or commission allocated to the participation or
                  sub-participation, as the case may be,


                                       55
   61

         (ii)     reduce the amount of any principal payment on any Loan
                  allocated to the participation or sub-participation, as the
                  case may be, or reduce the principal amount of any Loan so
                  allocated or the rate of interest payable thereon, or

         (iii)    extend the time for payment of any amount allocated to the
                  participation or sub-participation, as the case may be.

         No participation or sub-participation shall operate as a delegation of
any duty of the seller thereof. Under no circumstance shall any participation or
sub-participation be deemed a novation in respect of all or any part of the
seller's obligations pursuant to this Agreement.

         SECTION 10.11. DESIGNATION.

         (a) Notwithstanding anything in this Agreement to the contrary, any
Bank (a "Designating Bank") may grant to one or more special purpose funding
vehicles (each an "SPV"), identified in writing from time to time by such
Designating Bank to Agent and Borrower, the option to provide to Borrower all or
any part of any Loan that such Designating Bank would otherwise be obligated to
make to Borrower pursuant to this Agreement; provided that (i) nothing in this
Section shall constitute a commitment by any SPV to make any Loan, and (ii) if
an SPV designated by a Designating Bank to make Loans elects not to exercise
such option or otherwise fails to provide all or any part of such Loan, such
Designating Bank shall still be obligated to make such Loan pursuant to the
terms hereof. The making of a Loan by an SPV hereunder shall reduce the
availability under the Commitment of the Designating Bank to the same extent,
and as if, such Loan were made by such Designating Bank.

         (b) As to any Loans or portion thereof made by an SPV, each such SPV
shall have all of the rights that a Bank making such Loans or portion thereof
would have under this Agreement; provided, however, that each SPV shall have
granted its Designating Bank an irrevocable power of attorney to deliver and
receive all communications and notices under this Agreement and any other Loan
Document and to exercise, in its reasonable discretion, on behalf of such SPV,
all of such SPV's voting rights under this Agreement. No additional Note shall
be required to evidence the Loans or portion thereof made by an SPV and the
Designating Bank shall be deemed to hold its Note as agent for such SPV to the
extent of the Loans or portion thereof funded by such SPV. In addition, any
payments for the account of any SPV shall be paid to its respective Designating
Bank as agent for such SPV.

         (c) Agent, Borrower and the Banks agree that no SPV shall be liable for
an indemnity or payment under this Agreement for which a Bank would otherwise be
liable and the Designating Bank shall remain liable for its Commitment
Percentage of such indemnity or payment to the extent such Designating Bank
would otherwise be liable. In furtherance of the foregoing, Agent, Borrower and
each of the Banks hereby agree (which agreement shall survive the termination of
this Agreement) that, prior to the date that is one year and one day after the
payment in full of all of the outstanding commercial paper or other senior
indebtedness of any SPV, none of Agent, Borrower or any Bank shall institute
against, or join any other Person in instituting against, such SPV any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding
under the laws of the United States or any State thereof.


                                       56
   62

         (d) In addition, notwithstanding anything to the contrary contained in
this Section 10.11, or otherwise in this Agreement, any SPV may (i) at any time
and without paying any processing fee therefor, assign (or grant a participation
in) all or a portion of its interest in any Loans to its Designating Bank or to
any financial institution providing liquidity and/or credit support to or for
the account of such SPV to support the funding or maintenance of Loans, and (ii)
disclose on a confidential basis any non-public information relating to the
Loans made by such SPV to any rating agency, commercial paper dealer or provider
of any surety, guarantee or credit or liquidity enhancements to such SPV. This
Section 10.11 may not be amended without the prior written consent of any
Designating Bank affected thereby.

         SECTION 10.12. SEVERABILITY OF PROVISIONS; CAPTIONS; ATTACHMENTS. 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 or affecting the validity or enforceability of such provision
in any other jurisdiction. The several captions to Sections and subsections
herein are inserted for convenience only and shall be ignored in interpreting
the provisions of this Agreement. Each schedule or exhibit attached to this
Agreement shall be incorporated herein an shall be deemed to be a part hereof.

         SECTION 10.13. INVESTMENT PURPOSE. Each of the Banks represents and
warrants to Borrower that it is entering into this Agreement with the present
intention of acquiring any Note issued pursuant hereto for investment purposes
only and not for the purpose of distribution or resale, it being understood,
however, that each Bank shall at all times retain full control over the
disposition of its assets.

         SECTION 10.14. ENTIRE AGREEMENT. This Agreement, any Note and any other
Loan Document or other agreement, document or instrument attached hereto or
executed on or as of the Closing Date integrate all the terms and conditions
mentioned herein or incidental hereto and supersede all oral representations and
negotiations and prior writings with respect to the subject matter hereof.

         SECTION 10.15. GOVERNING LAW; SUBMISSION TO JURISDICTION. This
Agreement, each of the Notes and any Related Writing shall be governed by and
construed in accordance with the laws of the State of Ohio and the respective
rights and obligations of Borrower and the Banks shall be governed by Ohio law,
without regard to principles of conflict of laws. Borrower hereby irrevocably
submits to the non-exclusive jurisdiction of any Ohio state or federal court
sitting in Cleveland, Ohio, over any action or proceeding arising out of or
relating to this Agreement, the Debt or any Related Writing, and Borrower hereby
irrevocably agrees that all claims in respect of such action or proceeding may
be heard and determined in such Ohio state or federal court. Borrower, on behalf
of itself and its Subsidiaries, hereby irrevocably waives, to the fullest extent
permitted by law, any objection it may now or hereafter have to the laying of
venue in any action or proceeding in any such court as well as any right it may
now or hereafter have to remove such action or proceeding, once commenced, to
another court on the grounds of FORUM NON CONVENIENS or otherwise. Borrower
agrees that a final, nonappealable judgment in any such action or proceeding
shall be conclusive and may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by law.


                                       57
   63

         SECTION 10.16. LEGAL REPRESENTATION OF PARTIES. The Loan Documents were
negotiated by the parties with the benefit of legal representation and any rule
of construction or interpretation otherwise requiring this Agreement or any
other Loan Document to be construed or interpreted against any party shall not
apply to any construction or interpretation hereof or thereof.

         SECTION 10.17. JUDGMENT CURRENCY. If Agent, on behalf of the Banks,
obtains a judgment or judgments against Borrower in an Alternate Currency, the
obligations of Borrower in respect of any sum adjudged to be due to Agent or the
Banks hereunder or under the Notes (the "Judgment Amount") shall be discharged
only to the extent that, on the Business Day following receipt by Agent of the
Judgment Amount in the Alternate Currency, Agent, in accordance with normal
banking procedures, purchases Dollars with the Judgment Amount in such Alternate
Currency. If the amount of Dollars so purchased is less than the amount of
Dollars that could have been purchased with the Judgment Amount on the date or
dates the Judgment Amount (excluding the portion of the Judgment Amount which
has accrued as a result of the failure of Borrower to pay the sum originally due
hereunder or under the Notes when it was originally due hereunder or under the
Notes) was originally due and owing to Agent or the Banks hereunder or under the
Notes (the "Original Due Date") (the "Loss"), Borrower agrees as a separate
obligation and notwithstanding any such judgment, to indemnify Agent or such
Bank, as the case may be, against the Loss, and if the amount of Dollars so
purchased exceeds the amount of Dollars that could have been purchased with the
Judgment Amount on the Original Due Date, Agent or such Bank agrees to remit
such excess to Borrower.

                  [Remainder of page intentionally left blank]



                                       58
   64


         SECTION 10.18. JURY TRIAL WAIVER. BORROWER, AGENT AND EACH OF THE BANKS
WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER
SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT AND THE BANKS, OR
ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO
THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY
NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN
CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO.

Address: 28601 Clemens Road                          NORDSON CORPORATION
         Westlake, Ohio 44145
         Attention: Vice President-Finance  By:
                                                -------------------------------
                                            Name:
                                                  -----------------------------
                                            Title:
                                                  -----------------------------

Address: Key Tower                          KEYBANK NATIONAL ASSOCIATION,
         127 Public Square                        as Agent and as a Bank
         Cleveland, Ohio  44114-1306
         Attention: Large Corporate         By:
               Banking Division                 -------------------------------
                                                Marianne T. Meil, Vice President

Address:                                             WACHOVIA BANK, N.A.
         --------------------------------

         --------------------------------
         Attention:                         By:
                   -----------------            -------------------------------
                                            Name:
                                                 ------------------------------
                                            Title:
                                                  -----------------------------

Address:                                    CREDIT LYONNAIS CHICAGO
         --------------------------------    BRANCH

         --------------------------------
         Attention:
                    ----------------        By:
                                                -------------------------------
                                            Name:
                                                 ------------------------------
                                            Title:
                                                  -----------------------------

Address:                                    THE BANK OF NOVA SCOTIA
         --------------------------------

         --------------------------------
         Attention:                         By:
                   -----------------            -------------------------------
                                            Name:
                                                 ------------------------------

Address:                                    NATIONAL CITY BANK
         --------------------------------

         --------------------------------
         Attention:                         By:
                   -----------------            -------------------------------
                                            Name:
                                                 ------------------------------
                                            Title:
                                                  -----------------------------

                                       59
   65

Address:                                    THE BANK OF NEW YORK
         --------------------------------

         --------------------------------
         Attention:                         By:
                   -----------------            -------------------------------
                                            Name:
                                                 ------------------------------
                                            Title:
                                                  -----------------------------

Address:                                    THE BANK OF TOKYO-MITSUBISHI,
         --------------------------------    LTD. CHICAGO BRANCH

         --------------------------------
         Attention:                         By:
                   -----------------            -------------------------------
                                            Name:
                                                 ------------------------------
                                            Title:
                                                  -----------------------------

Address:                                    BAYERISCHE HYPO- UND
         --------------------------------   VEREINSBANK AG, NEW YORK
                                            BRANCH
         --------------------------------
         Attention:
                    ----------------        By:
                                                -------------------------------
                                            Name:
                                                 ------------------------------
                                            Title:
                                                  -----------------------------

                                            and
                                                -------------------------------
                                            Name:
                                                 ------------------------------
                                            Title:
                                                  -----------------------------

Address:                                    THE CHASE MANHATTAN BANK
         --------------------------------

         --------------------------------
         Attention:                         By:
                   -----------------            -------------------------------
                                            Name:
                                                 ------------------------------
                                            Title:
                                                  -----------------------------

Address:                                    THE HUNTINGTON NATIONAL BANK
         --------------------------------

         --------------------------------
         Attention:                         By:
                   -----------------            -------------------------------
                                            Name:
                                                 ------------------------------
                                            Title:
                                                  -----------------------------

Address:                                    PNC BANK, NATIONAL ASSOCIATION
         --------------------------------

         --------------------------------
         Attention:                         By:
                   -----------------            -------------------------------
                                            Name:
                                                 ------------------------------
                                            Title:
                                                  -----------------------------

Address:                                    THE FIFTH THIRD BANK
         --------------------------------   (NORTHEASTERN OHIO)

         --------------------------------
         Attention:
                   -----------------        By:
                                                -------------------------------
                                            Name:
                                                 ------------------------------
                                            Title:
                                                  -----------------------------


                                       60
   66

Address:                                    THE NORTHERN TRUST COMPANY
         --------------------------------

         --------------------------------
         Attention:                         By:
                    -----------------           -------------------------------
                                            Name:
                                                 ------------------------------
                                            Title:
                                                  -----------------------------




                                       61
   67


                                   SCHEDULE 1

                              BANKS AND COMMITMENTS
                              ---------------------



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

                                                     COMMITMENT          TRANCHE A               TRANCHE B
              BANKING INSTITUTION                    PERCENTAGE      COMMITMENT AMOUNT       COMMITMENT AMOUNT       MAXIMUM AMOUNT

- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                          
KeyBank National Association                        14.285714285%       $35,714,285.70          $14,285,714.30        $50,000,000.00
- -----------------------------------------------------------------------------------------------------------------------------------
Wachovia Bank, N.A.                                 11.428571428%       $28,571,428.57          $11,428,571.43        $40,000,000.00
- -----------------------------------------------------------------------------------------------------------------------------------
Credit Lyonnais Chicago Branch                       8.571428571%       $21,428,571.43           $8,571,428.57        $30,000,000.00
- -----------------------------------------------------------------------------------------------------------------------------------
The Bank of Nova Scotia                              8.571428571%       $21,428,571.43           $8,571,428.57        $30,000,000.00
- -----------------------------------------------------------------------------------------------------------------------------------
National City Bank                                   7.142857142%       $17,857,142.86           $7,142,857.14        $25,000,000.00
- -----------------------------------------------------------------------------------------------------------------------------------
The Bank of New York                                 7.142857142%       $17,857,142.86           $7,142,857.14        $25,000,000.00
- -----------------------------------------------------------------------------------------------------------------------------------
The Bank of Tokyo-Mitsubishi, Ltd. Chicago           7.142857142%       $17,857,142.86           $7,142,857.14        $25,000,000.00
Branch
- -----------------------------------------------------------------------------------------------------------------------------------
Bayerische Hypo- und Vereinsbank AG, New York        7.142857142%       $17,857,142.86           $7,142,857.14        $25,000,000.00
Branch
- -----------------------------------------------------------------------------------------------------------------------------------
The Chase Manhattan Bank                             7.142857142%       $17,857,142.86           $7,142,857.14        $25,000,000.00
- -----------------------------------------------------------------------------------------------------------------------------------
The Huntington National Bank                         7.142857142%       $17,857,142.86           $7,142,857.14        $25,000,000.00
- -----------------------------------------------------------------------------------------------------------------------------------
PNC Bank, National Association                       7.142857142%       $17,857,142.86           $7,142,857.14        $25,000,000.00
- -----------------------------------------------------------------------------------------------------------------------------------
The Fifth Third Bank (Northeastern Ohio)             4.285714285%       $10,714,285.71           $4,285,714.29        $15,000,000.00
- -----------------------------------------------------------------------------------------------------------------------------------
The Northern Trust Company                           2.857142857%        $7,142,857.14           $2,857,142.86        $10,000,000.00
- -----------------------------------------------------------------------------------------------------------------------------------
                                                          100.00%      $250,000,000.00         $100,000,000.00
- -----------------------------------------------------------------------------------------------------------------------------------
                        Total Commitment Amount:                                                                     $350,000,000.00
- -----------------------------------------------------------------------------------------------------------------------------------







                                       62
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                                    EXHIBIT A

                                 TRANCHE A NOTE

$                                                               Cleveland, Ohio
 -----------------
                                                                May 17, 2001

         FOR VALUE RECEIVED, the undersigned, NORDSON CORPORATION ("Borrower")
promises to pay on the last day of the applicable Commitment Period, as defined
in the Credit Agreement (as hereinafter defined), to the order of _________
("Bank") at the Main Office of KEYBANK NATIONAL ASSOCIATION, as Agent, 127
Public Square, Cleveland, Ohio 44114-1306 the principal sum of

  ------------..........................................................DOLLARS

or the aggregate unpaid principal amount of all Tranche A Loans, as defined in
the Credit Agreement, made by Bank to Borrower pursuant to Section 2.1A of the
Credit Agreement, whichever is less, in lawful money of the United States of
America, provided, that Alternate Currency Loans, as defined in the Credit
Agreement, shall be payable in the applicable Alternate Currency, as defined in
the Credit Agreement. In addition, Borrower shall pay any additional amount that
is required to be paid pursuant to Section 10.17 of the Credit Agreement. As
used herein, "Credit Agreement" means the Credit Agreement dated as of May 17,
2001, among Borrower, the banks named therein (including in their respective
special agency capacities) and KeyBank National Association, as Agent, as the
same may from time to time be amended, restated or otherwise modified.
Capitalized terms used herein shall have the meanings ascribed to them in the
Credit Agreement.

         Borrower also promises to pay interest on the unpaid principal amount
of each Tranche A Loan from time to time outstanding, from the date of such
Tranche A Loan until the payment in full thereof, at the rates per annum that
shall be determined in accordance with the provisions of Section 2.1A of the
Credit Agreement. Such interest shall be payable on each date provided for in
such Section 2.1A; provided, however, that interest on any principal portion
that is not paid when due shall be payable on demand.

         The portions of the principal sum hereof from time to time representing
Base Rate Loans and Fixed Rate Loans, and payments of principal of any thereof,
shall be shown on the records of Bank by such method as Bank may generally
employ; provided, however, that failure to make any such entry shall in no way
detract from Borrower's obligations under this Note.

         If this Note shall not be paid at maturity, whether such maturity
occurs by reason of lapse of time or by operation of any provision for
acceleration of maturity contained in the Credit Agreement, the principal hereof
and the unpaid interest thereon shall bear interest, until paid, at a rate per
annum equal to the Default Rate. All payments of principal of and interest on
this Note shall be made in immediately available funds.

         This Note is one of the Tranche A Notes referred to in the Credit
Agreement. Reference is made to the Credit Agreement for a description of the
right of the undersigned to anticipate


                                       63
   69

payments hereof, the right of the holder hereof to declare this Note due prior
to its stated maturity, and other terms and conditions upon which this Note is
issued.

         Except as expressly provided in the Credit Agreement, Borrower
expressly waives presentment, demand, protest and notice of any kind.

         JURY TRIAL WAIVER. BORROWER, AGENT AND EACH OF THE BANKS WAIVE ANY
RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN
CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT AND THE BANKS, OR ANY
THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE
RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS NOTE OR ANY OTHER
INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH
OR THE TRANSACTIONS RELATED THERETO.

                                        NORDSON CORPORATION

                                        By:__________________________
                                        Name:________________________
                                        Title:_________________________




                                       64
   70


                                    EXHIBIT B

                                 TRANCHE B NOTE

$                                                            Cleveland, Ohio
 -----------------
                                                             May 17, 2001

         FOR VALUE RECEIVED, the undersigned, NORDSON CORPORATION ("Borrower")
promises to pay on the last day of the applicable Commitment Period, as defined
in the Credit Agreement (as hereinafter defined), to the order of _________
("Bank") at the Main Office of KEYBANK NATIONAL ASSOCIATION, as Agent, 127
Public Square, Cleveland, Ohio 44114-1306 the principal sum of

  ------------..........................................................DOLLARS

or the aggregate unpaid principal amount of all Tranche B Loans, as defined in
the Credit Agreement, made by Bank to Borrower pursuant to Section 2.1B of the
Credit Agreement, whichever is less, in lawful money of the United States of
America, or, with respect to Tranche B Loans that have been converted to a Term
Loan, as defined in the Credit Agreement, payable in accordance with the terms
of Section 2.1B of the Credit Agreement; provided, that Alternate Currency
Loans, as defined in the Credit Agreement, shall be payable in the applicable
Alternate Currency, as defined in the Credit Agreement. In addition, Borrower
shall pay any additional amount that is required to be paid pursuant to Section
10.17 of the Credit Agreement. As used herein, "Credit Agreement" means the
Credit Agreement dated as of May 17, 2001, among Borrower, the banks named
therein (including in their respective special agency capacities) and KeyBank
National Association, as Agent, as the same may from time to time be amended,
restated or otherwise modified. Capitalized terms used herein shall have the
meanings ascribed to them in the Credit Agreement.

         Borrower also promises to pay interest on the unpaid principal amount
of each Tranche B Loan from time to time outstanding, from the date of such
Tranche B Loan until the payment in full thereof, at the rates per annum that
shall be determined in accordance with the provisions of Section 2.1B of the
Credit Agreement. Such interest shall be payable on each date provided for in
such Section 2.1B; provided, however, that interest on any principal portion
that is not paid when due shall be payable on demand.

         The portions of the principal sum hereof from time to time representing
Base Rate Loans and Fixed Rate Loans, and payments of principal of any thereof,
shall be shown on the records of Bank by such method as Bank may generally
employ; provided, however, that failure to make any such entry shall in no way
detract from Borrower's obligations under this Note.

         If this Note shall not be paid at maturity, whether such maturity
occurs by reason of lapse of time or by operation of any provision for
acceleration of maturity contained in the Credit Agreement, the principal hereof
and the unpaid interest thereon shall bear interest, until paid, at a rate per
annum equal to the Default Rate. All payments of principal of and interest on
this Note shall be made in immediately available funds.


                                       65
   71

         This Note is one of the Tranche B Notes referred to in the Credit
Agreement. Reference is made to the Credit Agreement for a description of the
right of the undersigned to anticipate payments hereof, the right of the holder
hereof to declare this Note due prior to its stated maturity, and other terms
and conditions upon which this Note is issued.

         Except as expressly provided in the Credit Agreement, Borrower
expressly waives presentment, demand, protest and notice of any kind.

         JURY TRIAL WAIVER. BORROWER, AGENT AND EACH OF THE BANKS WAIVE ANY
RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN
CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT AND THE BANKS, OR ANY
THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE
RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS NOTE OR ANY OTHER
INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH
OR THE TRANSACTIONS RELATED THERETO.

                                          NORDSON CORPORATION

                                          By:__________________________
                                          Name:________________________
                                          Title:_______________________



                                       66
   72


                                    EXHIBIT C

                                 SWING LINE NOTE

$15,000,000                                                    Cleveland, Ohio
                                                               May 17, 2001

         FOR VALUE RECEIVED, the undersigned, NORDSON CORPORATION, an Ohio
corporation ("Borrower"), promises to pay to the order of KEYBANK NATIONAL
ASSOCIATION ("Bank") at the Main Office of KEYBANK NATIONAL ASSOCIATION, Agent,
127 Public Square, Cleveland, Ohio 44114-1306 the principal sum of

FIFTEEN MILLION..............................................AND 00/100 DOLLARS

or, if less, the aggregate unpaid principal amount of all Swing Loans, as
defined in the Credit Agreement (as hereinafter defined) made by Bank to
Borrower pursuant to subpart 2 of Section 2.1A of the Credit Agreement, in
lawful money of the United States of America on the earlier of the last day of
the applicable Commitment Period, as defined in the Credit Agreement, or, with
respect to each Swing Loan, the Swing Loan Maturity Date applicable thereto. As
used herein, "Credit Agreement" means the Credit Agreement dated as of May 17,
2001, among Borrower, the banks named therein (including in their respective
special agency capacities) and KeyBank National Association, as Agent, as the
same may from time to time be amended, restated or otherwise modified.
Capitalized terms used herein shall have the meanings ascribed to them in the
Credit Agreement.

         Borrower also promises to pay interest on the unpaid principal amount
of each Swing Loan from time to time outstanding, from the date of such Swing
Loan until the payment in full thereof, at the rates per annum which shall be
determined in accordance with the provisions of subpart 2 of Section 2.1A of the
Credit Agreement. Such interest shall be payable on each date provided for in
such subpart 2 of such Section 2.1A; provided, however, that interest on any
principal portion which is not paid when due shall be payable on demand.

         The principal sum hereof from time to time and the payments of
principal and interest thereon of either hereof, shall be shown on the records
of Bank by such method as Bank may generally employ; provided, however, that
failure to make any such entry shall in no way detract from Borrower's
obligations under this Note.

         If this Note shall not be paid at maturity, whether such maturity
occurs by reason of lapse of time or by operation of any provision for
acceleration of maturity contained in the Credit Agreement, the principal hereof
and the unpaid interest thereon shall bear interest, until paid, at a rate per
annum equal to the Default Rate. All payments of principal of and interest on
this Note shall be made in immediately available funds.

         This Note is the Swing Line Note referred to in the Credit Agreement.
Reference is made to the Credit Agreement for a description of the right of the
undersigned to anticipate payments hereof, the right of the holder hereof to
declare this Note due prior to its stated maturity, and other terms and
conditions upon which this Note is issued.


                                       67
   73

         Except as expressly provided in the Credit Agreement, Borrower
expressly waives presentment, demand, protest and notice of any kind.

         JURY TRIAL WAIVER. BORROWER, AGENT AND EACH OF THE BANKS WAIVE ANY
RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN
CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT AND THE BANKS, OR ANY
THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE
RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS NOTE OR ANY OTHER
NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN
CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO.

                                        NORDSON CORPORATION

                                        By:__________________________
                                        Name:________________________
                                        Title:_________________________




                                       68
   74


                                    EXHIBIT D

                                 NOTICE OF LOAN

[Date]_________________, 20____

KeyBank National Association, as Agent
127 Public Square
Cleveland, Ohio 44114-0616
Attention:
           -------------------------

Ladies and Gentlemen:

         The undersigned, NORDSON CORPORATION, refers to the Credit Agreement,
dated as of May 17, 2001 ("Credit Agreement", the terms defined therein being
used herein as therein defined), among the undersigned, the Banks (including in
their respective special agency capacities), as defined in the Credit Agreement,
and KeyBank National Association, as Agent, and hereby gives you notice,
pursuant to Section 2.2 of the Credit Agreement that the undersigned hereby
requests a Loan under the Credit Agreement, and in connection therewith sets
forth below the information relating to the Loan (the "Proposed Loan") as
required by Section 2.2 of the Credit Agreement:

         (a)      The Business Day of the Proposed Loan is __________, 20__.

         (b)      The amount of the Proposed Loan is $_______________.

         (c)      The Proposed Loan is to be a Base Rate Loan ____ /Eurodollar
                  Loan ___/Alternate Currency Loan ____/Swing Loan_____
                 (Check one.)

         (d)      If the Proposed Loan is an Alternate Currency Loan, the
                  Alternate Currency requested is ___________.

         (e)      If the Proposed Loan is a Fixed Rate Loan, the Interest Period
                  requested is one month ___, two months ___, three months ___,
                  six months ____. (Check one.)

         The undersigned hereby certifies that the following statements are true
on the date hereof, and will be true on the date of the Proposed Loan:

                  (i) the representations and warranties contained in each Loan
         Document are correct, before and after giving effect to the Proposed
         Loan and the application of the proceeds therefrom, as though made on
         and as of such date;

                  (ii) no event has occurred and is continuing, or would result
         from such Proposed Loan, or the application of proceeds therefrom, that
         constitutes a Default or Event of Default; and



                                       69
   75



                  (iii) the conditions set forth in Section 2.2 and Article IV
         of the Credit Agreement have been satisfied.

                                              Very truly yours,

                                              NORDSON CORPORATION

                                              By:___________________________
                                              Name:_________________________
                                              Title:__________________________






                                       70
   76


                                    EXHIBIT E

                             COMPLIANCE CERTIFICATE

For Fiscal Quarter ended ____________________

THE UNDERSIGNED HEREBY CERTIFIES THAT:

         (1) I am the duly elected [Vice President-Finance][Chief Financial
Officer] of NORDSON CORPORATION, an Ohio corporation ("Borrower");

         (2) I am familiar with the terms of that certain Credit Agreement,
dated as of May 17, 2001, among the undersigned, the Banks (including in their
respective special agency capacities), as defined in the Credit Agreement, and
KeyBank National Association, as Agent (as the same may from time to time be
amended, restated or otherwise modified, the "Credit Agreement", the terms
defined therein being used herein as therein defined), and the terms of the
other Loan Documents, and I have made, or have caused to be made under my
supervision, a review in reasonable detail of the transactions and condition of
Borrower and its Subsidiaries during the accounting period covered by the
attached financial statements;

         (3) The review described in paragraph (2) above did not disclose, and I
have no knowledge of, the existence of any condition or event that constitutes
or constituted a Default or Event of Default, at the end of the accounting
period covered by the attached financial statements or as of the date of this
Certificate;

         (4) The representations and warranties made by Borrower contained in
each Loan Document are true and correct as though made on and as of the date
hereof; and

         (5) Set forth on Attachment I hereto are calculations of the financial
covenants set forth in Section 5.7 of the Credit Agreement, which calculations
show compliance with the terms thereof, the calculation of the Capitalization
Ratio and of Consolidated Tangible Assets.

         (6) The aggregate amount of Share Repurchases made pursuant to Section
5.19(b)(iii) of the Credit Agreement since the Closing Date is
$_____________________.

         IN WITNESS WHEREOF, I have signed this certificate the ___ day of
_________, 20___.

                                            NORDSON CORPORATION

                                            By:___________________________
                                            Name:_________________________
                                            Title:__________________________




                                       71
   77


                                    EXHIBIT F

                             REQUEST FOR CONVERSION

[Date]__________________, _____

KeyBank National Association, as Agent
127 Public Square
Cleveland, Ohio 44114
Attention: _______________

Ladies and Gentlemen:

         The undersigned, NORDSON CORPORATION, an Ohio corporation, refers to
the Credit Agreement, dated as of May 17, 2001 (as the same may from time to
time be amended, restated or otherwise modified, the "Credit Agreement", the
terms defined therein being used herein as therein defined), among the
undersigned, the Banks (including in their respective special agency
capacities), as defined in the Credit Agreement, and KeyBank National
Association, as Agent, and hereby gives Agent and the Banks notice, pursuant to
Section 2.1B of the Credit Agreement that the undersigned hereby requests the
conversion of the outstanding Tranche B Loans into a Term Loan (the
"Conversion") under the Credit Agreement, and in connection with the Conversion,
sets forth below the information relating to the Conversion as required by
Section 2.1B of the Credit Agreement. The undersigned hereby requests the Banks
to:

         (a)      Convert the current outstanding Tranche B Loans in the
                  aggregate principal amount of $____________, to a Term Loan in
                  a principal amount equal to the outstanding aggregate
                  principal balance of such Tranche B Loans.

         (b)      The Term Loan is to be a Base Rate Loan ($_________) and/or
                  Eurodollar Loan ($__________).

         (c)      If the Term Loan is a Eurodollar Loan, the Interest Period
                  requested is one month ___, two months ___, three months ___,
                  six months ___ (Check one.)

         The undersigned hereby certifies that the following statements are true
on the date hereof, and will be true on the date of the Conversion:

                           (i) the representations and warranties contained in
                  each Loan Document are correct, before and after giving effect
                  to the Conversion and the application of the proceeds
                  therefrom, as though made on and as of such date;

                           (ii) no event has occurred or would result from such
                  Conversion, or the application of proceeds therefrom, which
                  constitutes a Default or Event of Default; and


                                       72
   78

                           (iii) the conditions set forth in Section 2.2 and
                  Article IV of the Credit Agreement have been satisfied.

                                        Very truly yours,

                                        NORDSON CORPORATION

                                        By:___________________________
                                        Name:_________________________
                                        Title:________________________





                                       73
   79


                                    EXHIBIT G

                                     FORM OF

                       ASSIGNMENT AND ACCEPTANCE AGREEMENT

         This Assignment and Acceptance Agreement (this "Assignment Agreement")
between ______________________ (the "Assignor") and ______________________ (the
"Assignee") is dated as of ________, 20_. The parties hereto agree as follows:

         1. PRELIMINARY STATEMENT. Assignor is a party to a Credit Agreement,
dated as of May 17, 2001 (which, as it may from time to time be amended,
restated or otherwise modified is herein called the "Credit Agreement"), among
NORDSON CORPORATION, an Ohio corporation ("Borrower"), the banking institutions
named on SCHEDULE 1 thereto (including in their respective special agency
capacities) (collectively, "Banks" and, individually, "Bank"), and KEYBANK
NATIONAL ASSOCIATION, as agent for the Banks ("Agent"). Capitalized terms used
herein and not otherwise defined herein shall have the meanings attributed to
them in the Credit Agreement.

         2. ASSIGNMENT AND ASSUMPTION. Assignor hereby sells and assigns to
Assignee, and Assignee hereby purchases and assumes from Assignor, an interest
in and to Assignor's rights and obligations under the Credit Agreement,
effective as of the Assignment Effective Date (as hereinafter defined), equal to
the percentage interest specified on ANNEX 1 hereto (hereinafter, "Assignee's
Percentage") of Assignor's right, title and interest in and to (a) the
Commitment of Assignor as set forth on ANNEX 1 (hereinafter, "Assigned Amount"),
(b) any Loan made by Assignor which is outstanding on the Assignment Effective
Date, (c) any Note delivered to Assignor pursuant to the Credit Agreement, and
(d) the Credit Agreement and the other Related Writings. After giving effect to
such sale and assignment and on and after the Assignment Effective Date,
Assignee shall be deemed to have a "Commitment Percentage" under the Credit
Agreement equal to the Commitment Percentage set forth in subparts I.C on ANNEX
1 hereto.

         3. ASSIGNMENT EFFECTIVE DATE. The Assignment Effective Date (the
"Assignment Effective Date") shall be two (2) Business Days (or such other time
agreed to by Agent) after the following conditions precedent have been
satisfied:

         (a) receipt by Agent of this Assignment Agreement, including ANNEX 1
hereto, properly executed by Assignor and Assignee and accepted and consented to
by Agent and, if necessary pursuant to the provisions of Section 10.10(A)(i) of
the Credit Agreement, by Borrower;

         (b) receipt by Agent from Assignor of a fee of Three Thousand Five
Hundred Dollars ($3,500), in accordance with Section 10.10A of the Credit
Agreement;

         (c) receipt by Agent from Assignee of an administrative questionnaire,
or other similar document, which shall include (i) the address for notices under
the Credit Agreement, (ii) the address of its Lending Office, (iii) wire
transfer instructions for delivery of funds by Agent, (iv) and such other
information as Agent shall request; and


                                       74
   80

         (d) receipt by Agent from Assignor or Assignee of any other information
required pursuant to Section 10.10 of the Credit Agreement or otherwise
necessary to complete the transaction contemplated hereby.

         4. PAYMENT OBLIGATIONS. In consideration for the sale and assignment of
Loans hereunder, Assignee shall pay Assignor, on the Assignment Effective Date,
an amount in Dollars equal to Assignee's Percentage. Any interest, fees and
other payments accrued prior to the Assignment Effective Date with respect to
the Assigned Amount shall be for the account of Assignor. Any interest, fees and
other payments accrued on and after the Assignment Effective Date with respect
to the Assigned Amount shall be for the account of Assignee. Each of Assignor
and Assignee agrees that it will hold in trust for the other part any interest,
fees or other amounts which it may receive to which the other party is entitled
pursuant to the preceding sentence and to pay the other party any such amounts
which it may receive promptly upon receipt thereof.

         5. CREDIT DETERMINATION; LIMITATIONS ON ASSIGNOR'S LIABILITY. Assignee
represents and warrants to Assignor, Borrower, Agent and the other Banks (a)
that it is capable of making and has made and shall continue to make its own
credit determinations and analysis based upon such information as Assignee
deemed sufficient to enter into the transaction contemplated hereby and not
based on any statements or representations by Assignor, (b) Assignee confirms
that it meets the requirements to be an assignee as set forth in Section 10.10
of the Credit Agreement; (c) Assignee confirms that it is able to fund the Loans
as required by the Credit Agreement; (d) Assignee agrees that it will perform in
accordance with their terms all of the obligations which by the terms of the
Credit Agreement and the Related Writings are required to be performed by it as
a Bank thereunder; and (e) Assignee represents that it has reviewed each of the
Loan Documents. It is understood and agreed that the assignment and assumption
hereunder are made without recourse to Assignor and that Assignor makes no
representation or warranty of any kind to Assignee and shall not be responsible
for (i) the due execution, legality, validity, enforceability, genuineness,
sufficiency or collectability of the Credit Agreement or any Related Writings,
(ii) any representation, warranty or statement made in or in connection with the
Credit Agreement or any of the Related Writings, (iii) the financial condition
or creditworthiness of Borrower or any Guarantor of Payment, (iv) the
performance of or compliance with any of the terms or provisions of the Credit
Agreement or any of the Related Writings, (v) inspecting any of the property,
books or records of Borrower, or (vi) the validity, enforceability, perfection,
priority, condition, value or sufficiency of any collateral securing or
purporting to secure the Loans. Neither Assignor nor any of its officers,
directors, employees, agents or attorneys shall be liable for any mistake, error
of judgment, or action taken or omitted to be taken in connection with the
Loans, the Credit Agreement or the Related Writings, except for its or their own
bad faith or willful misconduct. Assignee appoints Agent to take such action as
agent on its behalf and to exercise such powers under the Credit Agreement as
are delegated to Agent by the terms thereof.

         6. INDEMNITY. Assignee agrees to indemnify and hold Assignor harmless
against any and all losses, cost and expenses (including, without limitation,
attorneys' fees) and liabilities incurred by Assignor in connection with or
arising in any manner from Assignee's performance or non-performance of
obligations assumed under this Assignment Agreement.


                                       75
   81

         7. SUBSEQUENT ASSIGNMENTS. After the Assignment Effective Date,
Assignee shall have the right pursuant to Section 10.10 of the Credit Agreement
to assign the rights which are assigned to Assignee hereunder, provided that (a)
any such subsequent assignment does not violate any of the terms and conditions
of the Credit Agreement, any of the Related Writings, or any law, rule,
regulation, order, writ, judgment, injunction or decree and that any consent
required under the terms of the Credit Agreement or any of the Related Writings
has been obtained, (b) the assignee under such assignment from Assignee shall
agree to assume all of Assignee's obligations hereunder in a manner satisfactory
to Assignor and (c) Assignee is not thereby released from any of its obligations
to Assignor hereunder.

         8. REDUCTIONS OF AGGREGATE AMOUNT OF COMMITMENTS. If any reduction in
the Total Commitment Amount occurs between the date of this Assignment Agreement
and the Assignment Effective Date, the percentage of the Total Commitment Amount
assigned to Assignee shall remain the percentage specified in Section 1 hereof
and the dollar amount of the Commitment of Assignee shall be recalculated based
on the reduced Total Commitment Amount.

         9. ACCEPTANCE OF AGENT; NOTICE BY ASSIGNOR. This Assignment Agreement
is conditioned upon the acceptance and consent of Agent and, if necessary
pursuant to Section 10.10A of the Credit Agreement, upon the acceptance and
consent of Borrower; provided, that the execution of this Assignment Agreement
by Agent and, if necessary, by Borrower is evidence of such acceptance and
consent.

         10. ENTIRE AGREEMENT. This Assignment Agreement embodies the entire
agreement and understanding between the parties hereto and supersedes all prior
agreements and understandings between the parties hereto relating to the subject
matter hereof.

         11. GOVERNING LAW. This Assignment Agreement shall be governed by the
internal law, and not the law of conflicts, of the State of Ohio.

         12. NOTICES. Notices shall be given under this Assignment Agreement in
the manner set forth in the Credit Agreement. For the purpose hereof, the
addresses of the parties hereto (until notice of a change is delivered) shall be
the address set forth under each party's name on the signature pages hereof.




                                       76
   82


         IN WITNESS WHEREOF, the parties hereto have executed this Assignment
Agreement by their duly authorized officers as of the date first above written.

                                            ASSIGNOR:

Address:
         ----------------------             ---------------------------------
         Attn:                              By:
         ----------------------             ---------------------------------
         Phone:                             Name:
         ----------------------             ---------------------------------
         Fax:                               Title:
         ----------------------             ---------------------------------


                                            ASSIGNOR:

Address:
         ----------------------             ---------------------------------
         Attn:                              By:
         ----------------------             ---------------------------------
         Phone:                             Name:
         ----------------------             ---------------------------------
         Fax:                               Title:
         ----------------------             ---------------------------------


Accepted and Consented to this ___ day of ___, 20_:

KEYBANK NATIONAL ASSOCIATION,
   as Agent


By:
    -------------------------------
Name:
     ------------------------------
Title:
      -----------------------------

Accepted and Consented to this ___ day of _______, 20__:

NORDSON CORPORATION

By:
    -------------------------------
Name:
     ------------------------------
Title:
      -----------------------------




                                       77
   83


                                     ANNEX 1
                                       TO
                      ASSIGNMENT AND ACCEPTANCE AGREEMENT

         On and after ___________, 20__ (the "Assignment Effective Date"), the
Commitment of Assignee, and, if this is less than an assignment of all of
Assignor's interest, Assignor, shall be as follows:


   I.    ASSIGNEE'S COMMITMENT

         A.       Assignee's Percentage                                  %
                                                               ----------
         B.       Assigned Amount                              $
                                                               ----------

         C.       Assignee's Commitment Percentage
                  under the Credit Agreement                             %
                                                               ----------

   II.   ASSIGNOR'S COMMITMENT

         A.       Assignor's Commitment Percentage
                  under the Credit Agreement                             %
                                                               ----------

         B.       Assignor's Commitment Amount
                  under the Credit Agreement                   $
                                                               ----------






                                       78

EX-4.B

   1
                                                                      Exhibit 4B


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








                               NORDSON CORPORATION



           $40,000,000 6.79% Senior Notes, Series A, Due May 15, 2006
           $20,000,000 7.11% Senior Notes, Series B, Due May 15, 2008
           $30,000,000 7.11% Senior Notes, Series C, Due May 15, 2011
           $10,000,000 7.51% Senior Notes, Series D, Due May 15, 2011


                             NOTE PURCHASE AGREEMENT

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




                            Dated as of May 15, 2001





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   2



                                TABLE OF CONTENTS

                          (Not a part of the Agreement)




SECTION                                              HEADING                                                   PAGE

                                                                                                          
Section 1.                 Authorization of Notes.................................................................1


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


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


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

       Section 4.1.        Representations and Warranties.........................................................2
       Section 4.2.        Performance; No Default................................................................2
       Section 4.3.        Compliance Certificates................................................................3
       Section 4.4.        Opinions of Counsel....................................................................3
       Section 4.5.        Purchase Permitted By Applicable Law, Etc..............................................3
       Section 4.6.        Sale of Other Notes....................................................................3
       Section 4.7.        Payment of Special Counsel Fees........................................................3
       Section 4.8.        Private Placement Numbers..............................................................4
       Section 4.9.        Changes in Corporate Structure.........................................................4
       Section 4.10.       Funding Instructions...................................................................4
       Section 4.11.       Proceedings and Documents..............................................................4

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

       Section 5.1.        Organization; Power and Authority......................................................4
       Section 5.2.        Authorization, Etc.....................................................................5
       Section 5.3.        Disclosure.............................................................................5
       Section 5.4.        Organization and Ownership of Shares of Subsidiaries; Affiliates.......................5
       Section 5.5.        Financial Statements...................................................................6
       Section 5.6.        Compliance with Laws, Other Instruments, Etc...........................................6
       Section 5.7.        Governmental Authorizations, Etc.......................................................6
       Section 5.8.        Litigation; Observance of Agreements, Statutes and Orders..............................6
       Section 5.9.        Taxes..................................................................................7
       Section 5.10.       Title to Property; Leases..............................................................7
       Section 5.11.       Licenses, Permits, Etc.................................................................7
       Section 5.12.       Compliance with ERISA..................................................................8
       Section 5.13.       Private Offering by the Company........................................................9
       Section 5.14.       Use of Proceeds; Margin Regulations....................................................9
       Section 5.15.       Existing Debt; Future Liens............................................................9
       Section 5.16.       Foreign Assets Control Regulations, Etc................................................9
       Section 5.17.       Status under Certain Statutes..........................................................9


                                      -i-
   3
                                                                                                          
       Section 5.18.       Notes Rank Pari Passu.................................................................10
       Section 5.19.       Environmental Matters.................................................................10

Section 6.                 Representations of the Purchaser......................................................10

       Section 6.1.        Purchase for Investment...............................................................10
       Section 6.2.        Source of Funds.......................................................................11

Section 7.                 Information as to the Company.........................................................12

       Section 7.1.        Financial and Business Information....................................................12
       Section 7.2.        Officer's Certificate.................................................................15
       Section 7.3.        Inspection............................................................................16

Section 8.                 Prepayment of the Notes...............................................................16

       Section 8.1.        Required Prepayments..................................................................16
       Section 8.2.        Optional Prepayments with Make-Whole Amount...........................................17
       Section 8.3.        Prepayment Upon Change of Control.....................................................17
       Section 8.4.        Allocation of Partial Prepayments.....................................................18
       Section 8.5.        Maturity; Surrender, Etc..............................................................18
       Section 8.6.        Purchase of Notes.....................................................................18
       Section 8.7.        Make-Whole Amount.....................................................................18

Section 9.                 Affirmative Covenants.................................................................20

       Section 9.1.        Compliance with Law...................................................................20
       Section 9.2.        Insurance.............................................................................20
       Section 9.3.        Maintenance of Properties.............................................................20
       Section 9.4.        Payment of Taxes and Claims...........................................................20
       Section 9.5.        Corporate Existence, Etc..............................................................21
       Section 9.6.        Nature of Business....................................................................21
       Section 9.7.        Notes to Rank Pari Passu..............................................................21
       Section 9.8.        Guaranty by Subsidiaries..............................................................21

Section 10.                Negative Covenants....................................................................22

       Section 10.1.       Consolidated Total Debt...............................................................22
       Section 10.2.       Consolidated Priority Debt............................................................22
       Section 10.3.       Interest Coverage Ratio...............................................................22
       Section 10.4.       Consolidated Net Worth................................................................22
       Section 10.5.       Limitation on Liens...................................................................22
       Section 10.6.       Restricted Payments and Restricted Investments........................................24
       Section 10.7.       Mergers, Consolidations and Sales of Assets...........................................25
       Section 10.8.       Transactions with Affiliates..........................................................27
       Section 10.9.       Restrictive Agreements................................................................28
       Section 10.10.      Significant Subsidiaries..............................................................28

Section 11.                Events of Default.....................................................................29




                                      -ii-


   4
                                                                                                          
Section 12.                Remedies on Default, Etc..............................................................31

       Section 12.1.       Acceleration..........................................................................31
       Section 12.2.       Other Remedies........................................................................31
       Section 12.3.       Rescission............................................................................31
       Section 12.4.       No Waivers or Election of Remedies, Expenses, Etc.....................................32

Section 13.                Registration; Exchange; Substitution of Notes.........................................32

       Section 13.1.       Registration of Notes.................................................................32
       Section 13.2.       Transfer and Exchange of Notes........................................................32
       Section 13.3.       Replacement of Notes..................................................................33

Section 14.                Payments on Notes.....................................................................33

       Section 14.1.       Place of Payment......................................................................33
       Section 14.2.       Home Office Payment...................................................................33

Section 15.                Expenses, Etc.........................................................................34

       Section 15.1.       Transaction Expenses..................................................................34
       Section 15.2.       Survival..............................................................................34

Section 16.                Survival of Representations and Warranties; Entire Agreement..........................34


Section 17.                Amendment and Waiver..................................................................35

       Section 17.1.       Requirements..........................................................................35
       Section 17.2.       Solicitation of Holders of Notes......................................................35
       Section 17.3.       Binding Effect, Etc...................................................................35
       Section 17.4.       Notes Held by Company, Etc............................................................36

Section 18.                Notices...............................................................................36


Section 19.                Reproduction of Documents.............................................................36


Section 20.                Confidential Information..............................................................37


Section 21.                Substitution of Purchaser.............................................................37


Section 22.                Miscellaneous.........................................................................38

       Section 22.1.       Successors and Assigns................................................................38
       Section 22.2.       Payments Due on Non-Business Days.....................................................38
       Section 22.3.       Severability..........................................................................38
       Section 22.4.       Construction..........................................................................38




                                     -iii-

   5

                                                                                                          
       Section 22.5.       Counterparts..........................................................................38
       Section 22.6.       Governing Law.........................................................................39

Signature........................................................................................................40





                                      -iv-

   6

                           
SCHEDULE A                --     INFORMATION RELATING TO PURCHASERS

SCHEDULE B                --     DEFINED TERMS

SCHEDULE 4.9              --     Changes in Corporate Structure

SCHEDULE 5.3              --     Disclosure Materials

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

SCHEDULE 5.5              --     Financial Statements

SCHEDULE 5.8              --     Certain Litigation

SCHEDULE 5.11             --     Patents, etc.

SCHEDULE 5.14             --     Use of Proceeds

SCHEDULE 5.15             --     Existing Debt

SCHEDULE 10.6             --     Existing Investments

EXHIBIT 1-A               --     Form of 6.79% Senior Note, Series A, due May 15, 2006

EXHIBIT 1-B               --     Form of 7.11% Senior Note, Series B, due May 15, 2008

EXHIBIT 1-C               --     Form of 7.11% Senior Note, Series C, due May 15, 2011

EXHIBIT 1-D               --     Form of 7.51% Senior Note, Series D, due May 15, 2011

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

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







                                      -v-

   7





                               NORDSON CORPORATION
                               28601 CLEMENS ROAD
                              WESTLAKE, OHIO 44145


           $40,000,000 6.79% Senior Notes, Series A, Due May 15, 2006
           $20,000,000 7.11% Senior Notes, Series B, Due May 15, 2008
           $30,000,000 7.11% Senior Notes, Series C, Due May 15, 2011
           $10,000,000 7.51% Senior Notes, Series D, Due May 15, 2011

                                                        Dated as of May 15, 2001

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

Ladies and Gentlemen:

         NORDSON CORPORATION, an Ohio corporation (the "Company"), agrees with
you as follows:

SECTION 1. AUTHORIZATION OF NOTES.

         The Company will authorize the issue and sale of:

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

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

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

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

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

   8

SECTION 2. SALE AND PURCHASE OF NOTES.

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

SECTION 3. CLOSING.

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

SECTION 4. CONDITIONS TO CLOSING.

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

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

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


                                      -2-
   9

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

         Section 4.3. Compliance Certificates.

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

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

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

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

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

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


                                      -3-
   10

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

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

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

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

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

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

SECTION 5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

         The Company represents and warrants to you that:

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


                                      -4-
   11

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

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

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

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

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


                                      -5-
   12

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

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

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

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

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

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


                                      -6-
   13

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

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

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

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

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

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


                                      -7-
   14

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

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

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

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

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

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


                                      -8-
   15

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

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

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

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

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

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


                                      -9-
   16

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

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

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

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

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

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

SECTION 6. REPRESENTATIONS OF THE PURCHASER.

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


                                      -10-
   17

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

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

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

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

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

                   (d) the Source is a governmental plan; or

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


                                      -11-
   18

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

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


SECTION 7. INFORMATION AS TO THE COMPANY.

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

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

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

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

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



                                      -12-
   19

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

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

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

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

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

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

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

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



                                      -13-
   20

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

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

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

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

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

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

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


                                      -14-
   21

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

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

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

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

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

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

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


                                      -15-
   22

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

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

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

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

         SECTION 8. PREPAYMENT OF THE NOTES.

         Section 8.1. Required Prepayments.

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

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

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

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


                                      -16-
   23

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

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

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

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


                                      -17-
   24

principal amount of the Notes so to be prepaid and accrued interest thereon to
the date of such prepayment.

         For purposes of this SECTION 8.3:

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

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

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

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

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

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


                                      -18-
   25

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

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

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

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


                                      -19-
   26

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

SECTION 9. AFFIRMATIVE COVENANTS.

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

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

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

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

         Section 9.4. Payment of Taxes and Claims. The Company will, and will
cause each of its Significant Subsidiaries and Special Purpose Subsidiaries to,
file all tax returns required to be filed in any jurisdiction and to pay and
discharge all taxes shown to be due and payable on such returns and all other
taxes, assessments, governmental charges, or levies imposed on them or any of
their properties, assets, income or franchises, to the extent such taxes and
assessments have become due and payable and before they have become delinquent
and all claims for which sums have become due and payable that have or might
become a Lien on properties or assets of the


                                      -20-
   27

Company or any Significant Subsidiary or Special Purpose Subsidiary; provided
that neither the Company nor any Significant Subsidiary or Special Purpose
Subsidiary need pay any such tax or assessment or claims if (a) the amount,
applicability or validity thereof is contested by the Company or such
Significant Subsidiary or Special Purpose Subsidiary on a timely basis in good
faith and in appropriate proceedings, and the Company or a Significant
Subsidiary has established adequate reserves therefor in accordance with GAAP on
the books of the Company or such Subsidiary or (b) the nonpayment of all such
taxes and assessments and claims in the aggregate could not reasonably be
expected to have a Material Adverse Effect.

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

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

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

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

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

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


                                      -21-
   28

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

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

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

SECTION 10. NEGATIVE COVENANTS.

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

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

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

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

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

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


                                      -22-
   29

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

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

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

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

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

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

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


                                      -23-
   30

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

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

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

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

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


                                      -24-
   31

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

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

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

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

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


                                      -25-
   32

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

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

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

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

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

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

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


                                      -26-
   33

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

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

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

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

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

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

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

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

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

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


                                      -27-
   34

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

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

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

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

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

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

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

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

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


                                      -28-
   35

SECTION 11. EVENTS OF DEFAULT.

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

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

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

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

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

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

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


                                      -29-
   36

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

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

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

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


                                      -30-
   37

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

SECTION 12. REMEDIES ON DEFAULT, ETC.

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

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

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

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

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

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


                                      -31-
   38


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

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

SECTION 13. REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES.

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

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


                                      -32-
   39

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

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

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

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

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

SECTION 14. PAYMENTS ON NOTES.

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

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


                                      -33-
   40

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

SECTION 15. EXPENSES, ETC.

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

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

SECTION 16. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT.

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


                                      -34-
   41

SECTION 17. AMENDMENT AND WAIVER.

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

         Section 17.2. Solicitation of Holders of Notes.

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

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

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


                                      -35-
   42

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

SECTION 18. NOTICES.

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

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

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

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

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

SECTION 19. REPRODUCTION OF DOCUMENTS.

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


                                      -36-
   43

SECTION 20. CONFIDENTIAL INFORMATION.

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

SECTION 21. SUBSTITUTION OF PURCHASER.

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



                                      -37-
   44

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

SECTION 22. MISCELLANEOUS.

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

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

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

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

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

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

                                      -38-
   45

         SECTION 22.6. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY,
THE LAW OF THE STATE OF NEW YORK, EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW
OF SUCH STATE THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION
OTHER THAN SUCH STATE.

                                    * * * * *





                                      -39-
   46



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


                                             Very truly yours,
                                             NORDSON CORPORATION


                                             By
                                                Name:
                                                Title
Accepted as of                     .
               --------------------          [VARIATION]


                                             By
                                                ------------------------------
                                                Name:
                                                Title:





                                      -40-
   47




                                   SCHEDULE A
                          (to Note Purchase Agreement)
                       INFORMATION RELATING TO PURCHASERS

                                                             PRINCIPAL AMOUNT
            NAME AND ADDRESS                                OF SERIES A NOTES
              OF PURCHASER                                    TO BE PURCHASED

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

Payments

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

         The Chase Manhattan Bank
         New York, New York
         ABA #021-000-021
         Account Number 002-2-410591
         For credit to:  Metropolitan Life Insurance Company
         Reference: PPN Number

Notices

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

         Metropolitan Life Insurance Company
         One Madison Avenue
         New York, New York  10010
         Attention:  Lisa Korsten, Esq. (Area 6-H)
         Fax Number:  (212) 251-1640

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

Taxpayer I.D. Number:  13-5581829


                                   SCHEDULE A
                          (to Note Purchase Agreement)


   48



                                                              PRINCIPAL AMOUNT
            NAME AND ADDRESS                                 OF SERIES A NOTES
              OF PURCHASER                                     TO BE PURCHASED

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

Payments

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

         REGULAR PRINCIPAL AND INTEREST:
         Chase Manhattan Bank
         ABA #021-000-021 Account No. 900-9-000200
         Trust Account No. G52708, The Canada Life Assurance Company
         Reference: PPN number, name of issuer, rate, maturity date, type of
         security, whether principal and/or interest and due date

         FOR CALL OR MATURITY:
         Chase Manhattan Bank
         ABA #021-000-021 Account No. 900-9-000192
         Trust Account No. G52708, The Canada Life Assurance Company
         Reference: PPN number, name of issuer, rate, maturity date, type of
         security, whether principal and/or interest and effective date of call
         or maturity




                                      A-2
   49



Notices

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

         Chase Manhattan Bank
         North American Insurance
         3 Chase MetroTech Centre-6th Floor
         Brooklyn, New York 11245
         Attention: Doll Balbadar

         With a copy to:
         The Canada Life Assurance Company
         330 University Ave., SP-12
         Securities Accounting
         Toronto, Ontario Canada  M5G 1R8

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

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

Taxpayer I.D.: 38-0397420




                                      A-3
   50



                                                             PRINCIPAL AMOUNT
            NAME AND ADDRESS                                OF SERIES A NOTES
              OF PURCHASER                                    TO BE PURCHASED

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

Payments

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

         REGULAR PRINCIPAL AND INTEREST:
         Chase Manhattan Bank
         ABA #021-000-021 Account No. 900-9-000200
         Trust Account No. G52724, The Canada Life Assurance Company
         Reference: PPN number, name of issuer, rate, maturity date, type of
         security, whether principal and/or interest and due date

         FOR CALL OR MATURITY:
         Chase Manhattan Bank
         ABA #021-000-021 Account No. 900-9-000192
         Trust Account No. G52724, The Canada Life Assurance Company
         Reference: PPN number, name of issuer, rate, maturity date, type of
         security, whether principal and/or interest and effective date of call
         or maturity




                                      A-4
   51



Notices

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

         Chase Manhattan Bank
         North American Insurance
         3 Chase MetroTech Centre-6th Floor
         Brooklyn, New York 11245
         Attention: Doll Balbadar

         With a copy to:
         The Canada Life Assurance Company
         330 University Ave., SP-12
         Securities Accounting
         Toronto, Ontario Canada  M5G 1R8

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

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

Taxpayer I.D.: 38-0397420




                                      A-5
   52



                                                              PRINCIPAL AMOUNT
            NAME AND ADDRESS                                 OF SERIES A NOTES
              OF PURCHASER                                     TO BE PURCHASED

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

Payments

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

         REGULAR PRINCIPAL AND INTEREST:
         Chase Manhattan Bank
         ABA #021-000-021 Account No. 900-9-000200
         Trust Account No. G08798, The Canada Life Assurance Company
         Reference: PPN number, name of issuer, rate, maturity date, type of
         security, whether principal and/or interest and due date

         FOR CALL OR MATURITY:
         Chase Manhattan Bank
         ABA #021-000-021 Account No. 900-9-000192
         Trust Account No. G08798, The Canada Life Assurance Company
         Reference: PPN number, name of issuer, rate, maturity date, type of
         security, whether principal and/or interest and effective date of call
         or maturity




                                      A-6
   53



Notices

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

         Chase Manhattan Bank
         North American Insurance
         3 Chase MetroTech Centre-6th Floor
         Brooklyn, New York 11245
         Attention: Doll Balbadar

         With a copy to:
         The Canada Life Assurance Company
         330 University Ave., SP-12
         Securities Accounting
         Toronto, Ontario Canada  M5G 1R8

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

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

Taxpayer I.D.: 38-0397420




                                      A-7
   54



                                                      PRINCIPAL AMOUNT
            NAME AND ADDRESS                         OF SERIES A NOTES
              OF PURCHASER                             TO BE PURCHASED

CANADA LIFE INSURANCE COMPANY OF NEW YORK                 $325,000
330 University Avenue, SP-11
Toronto, Ontario, Canada  M5G 1R8
Attention:  Paul English, U.S. Investments Division

Payments

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

         REGULAR PRINCIPAL AND INTEREST:
         Chase Manhattan Bank
         ABA #021-000-021 Account No. 900-9-000200
         Trust Account No. G52685, Canada Life Insurance Company of New York
         Reference: PPN number, name of issuer, rate, maturity date, type of
         security, whether principal and/or interest and due date

         FOR CALL OR MATURITY:
         Chase Manhattan Bank
         ABA #021-000-021 Account No. 900-9-000192
         Trust Account No. G52685, Canada Life Insurance Company of New York
         Reference: PPN number, name of issuer, rate, maturity date, type of
         security, whether principal and/or interest and effective date of call
         or maturity




                                      A-8
   55



Notices

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

         Chase Manhattan Bank
         North American Insurance
         3 Chase MetroTech Centre-6th Floor
         Brooklyn, New York 11245
         Attention: Doll Balbadar

         With a copy to:
         The Canada Life Assurance Company
         330 University Ave., SP-12
         Securities Accounting
         Toronto, Ontario Canada  M5G 1R8

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

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

Taxpayer I.D.: 13-2690792




                                      A-9
   56



                                                           PRINCIPAL AMOUNT
            NAME AND ADDRESS                              OF SERIES A NOTES
              OF PURCHASER                                  TO BE PURCHASED

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

Payments

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

         The Bank of New York
         ABA #021-000-018
         BNF:  IOC566
         F/A/O Nationwide Life Insurance Company
         Attention:  P&I Department
         PPN 655663 A@ 1
         Security Description: Nordson Corporation, 6.79% Senior Notes, Series
         A, due May 15, 2006

Notices

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

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

         With a copy to:

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

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

                                      A-10
   57


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

Taxpayer I.D. Number:  31-4156830













                                      A-11
   58


                                                          PRINCIPAL AMOUNT
            NAME AND ADDRESS                             OF SERIES B NOTES
              OF PURCHASER                                 TO BE PURCHASED

TEACHERS INSURANCE AND ANNUITY                               $15,000,000
  ASSOCIATION OF AMERICA
730 Third Avenue
New York, New York  10017-3206

Payments

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

         Chase Manhattan Bank
         ABA #021-000-021
         Account of:  Teachers Insurance and Annuity Association of America
         Account Number 900-9-000200
         For further credit to the TIAA Account Number:  G07040
         Reference:  PPN#/Issuer/Mat. Date/Coupon Rate/P&I Breakdown

Notices

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

         Teachers Insurance and Annuity Association of America
         730 Third Avenue
         New York, New York  10017-3206
         Attention: Securities Accounting Division
         Telephone: (212) 916-6004
         Fax: (212) 916-6955


                                      A-12
   59

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

         Teachers Insurance and Annuity Association of America
         730 Third Avenue
         New York, New York  10017-3206
         Attention:  Securities Division
         Telephone:  (212) 916-4119 (Greg Spilberg)
                     (212) 490-9000 (General Number)
         Fax:        (212) 916-6582 (Team Fax Number)

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

Taxpayer I.D. Number:  13-1624203




                                      A-13
   60



                                                               PRINCIPAL AMOUNT
            NAME AND ADDRESS                                  OF SERIES B NOTES
              OF PURCHASER                                      TO BE PURCHASED

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

Payments

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

         The Bank of New York
         ABA #021-000-018
         BNF:  IOC566
         F/A/O Nationwide Life Insurance Company
         Attention:  P&I Department
         PPN 655663 A# 9
         Security Description: Nordson Corporation, 7.11% Senior Notes, Series
         B, due May 15, 2008

Notices

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

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

         With a copy to:

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

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



                                      A-14
   61


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

Taxpayer I.D. Number:  31-4156830






                                      A-15
   62



                                                               PRINCIPAL AMOUNT
            NAME AND ADDRESS                                  OF SERIES B NOTES
              OF PURCHASER                                      TO BE PURCHASED

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

Payments

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

         WIRING INSTRUCTIONS:
         The Bank of New York
         ABA #021-000-018
         BNF:  IOC566
         F/A/O Nationwide Life and Annuity Insurance Company
         Attention:  P&I Department
         PPN 655663 A# 9
         Security Description: Nordson Corporation, 7.11% Senior Notes, Series
         B, due May 15, 2008

Notices

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

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

         With a copy to:

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

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


                                      A-16
   63

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

Taxpayer I.D. Number:  31-1000740




                                      A-17
   64



                                                               PRINCIPAL AMOUNT
            NAME AND ADDRESS                                  OF SERIES C NOTES
              OF PURCHASER                                      TO BE PURCHASED

STATE FARM LIFE INSURANCE COMPANY                                 $10,000,000
One State Farm Plaza
Bloomington, Illinois  61710
Attention:  Investment Department E-10

Payments

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

         The Chase Manhattan Bank
         ABA #021-000-021
         SSG Private Income Processing
         A/C #900-9-000200
         For Credit to:  Account Number G 06893
         Ref. PPN 655663 B* 2
         Rate:  7.11% (Series C)
         Maturity Date:  May 15, 2011

Notices

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

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

Taxpayer I.D. Number:  37-0533090




                                      A-18
   65



                                                               PRINCIPAL AMOUNT
            NAME AND ADDRESS                                  OF SERIES C NOTES
              OF PURCHASER                                      TO BE PURCHASED

C.M. LIFE INSURANCE COMPANY                                       $2,000,000
C/O MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
c/o David L. Babson & Company Inc.
1295 State Street
Springfield, Massachusetts  01111
Attention:  Securities Investment Division

Payments

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

         Citibank, N.A
         111 Wall Street
         New York, New York 10043 ABA #021-000-089 For Segment 43 - Universal
         Life Account No. 4068-6561
         Re:  Description of security, principal and interest split

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

Notices

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

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

Taxpayer I.D. Number:  06-1041383




                                      A-19
   66



                                                             PRINCIPAL AMOUNT
            NAME AND ADDRESS                                OF SERIES C NOTES
              OF PURCHASER                                    TO BE PURCHASED

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

Payments

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

         Citibank, N.A
         111 Wall Street
         New York, New York 10043 ABA #021-000-089 For MassMutual Spot Priced
         Contract Account No. 3890-4953
         Re:  Description of security, principal and interest split

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

Notices

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

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

Taxpayer I.D. Number:  04-1590850




                                      A-20
   67



                                                             PRINCIPAL AMOUNT
            NAME AND ADDRESS                                OF SERIES C NOTES
              OF PURCHASER                                    TO BE PURCHASED

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

Payments

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

         Chase Manhattan Bank, N.A.
         4 Chase MetroTech Center
         New York, New York 10081
         ABA #021-000-021
         For MassMutual IFM Non-Traditional
         Account No. 910-2509073
         Re:  Description of security, principal and interest split

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

Notices

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

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

Taxpayer I.D. Number:  04-1590850




                                      A-21
   68



                                                              PRINCIPAL AMOUNT
            NAME AND ADDRESS                                 OF SERIES C NOTES
              OF PURCHASER                                     TO BE PURCHASED

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

Payments

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

         Chase Manhattan Bank, N.A.
         4 Chase MetroTech Center
         New York, New York 10081
         ABA #021-000-021
         For MassMutual Long Term Care
         Account No. 323133053
         Re:  Description of security, principal and interest split

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

Notices

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

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

Taxpayer I.D. Number:  04-1590850




                                      A-22
   69



                                                          PRINCIPAL AMOUNT
            NAME AND ADDRESS                             OF SERIES C NOTES
              OF PURCHASER                                 TO BE PURCHASED

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

Payments

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

         Citibank, N.A
         111 Wall Street
         New York, New York 10043 ABA #021-000-089 For MassMutual Long-Term Pool
         Account No. 4067-3488
         Re:  Description of security, principal and interest split

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

Notices

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

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

Taxpayer I.D. Number:  04-1590850




                                      A-23
   70



                                                             PRINCIPAL AMOUNT
            NAME AND ADDRESS                                OF SERIES C NOTES
              OF PURCHASER                                    TO BE PURCHASED

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

Payments

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

         Citibank, N.A
         111 Wall Street
         New York, New York  10043
         ABA #021-000-089
         For MassMutual Spot Priced Contract
         Account No. 30413797
         Re:  Description of security, principal and interest split

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

Notices

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

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

Taxpayer I.D. Number:  04-1590850




                                      A-24
   71



                                                             PRINCIPAL AMOUNT
            NAME AND ADDRESS                                OF SERIES C NOTES
              OF PURCHASER                                    TO BE PURCHASED

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

Payments

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

         Chase Manhattan Bank, N.A.
         4 Chase MetroTech Center
         New York, New York 10081
         ABA #021-000-021
         For MassMutual Pension Management
         Account No. 910-2594018
         Re:  Description of security, principal and interest split

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

Notices

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

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

Taxpayer I.D. Number:  04-1590850




                                      A-25
   72



                                                             PRINCIPAL AMOUNT
            NAME AND ADDRESS                                 OF SERIES D NOTES
              OF PURCHASER                                   TO BE PURCHASED

TEACHERS INSURANCE AND ANNUITY                                 $10,000,000
  ASSOCIATION OF AMERICA
730 Third Avenue
New York, New York  10017-3206

Payments

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

         Chase Manhattan Bank
         ABA #021-000-021
         Account of:  Teachers Insurance and Annuity Association of America
         Account Number 900-9-000200
         For further credit to the TIAA Account Number:  G07040
         Reference:  PPN#/Issuer/Mat. Date/Coupon Rate/P&I Breakdown

Notices

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

         Teachers Insurance and Annuity Association of America
         730 Third Avenue
         New York, New York  10017-3206
         Attention:  Securities Accounting Division
         Telephone:  (212) 916-6004
         Fax:  (212) 916-6955


                                      A-26
   73

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

         Teachers Insurance and Annuity Association of America
         730 Third Avenue
         New York, New York  10017-3206
         Attention:  Securities Division
         Telephone:        (212) 916-4119 (Greg Spilberg)
                           (212) 490-9000 (General Number)
         Fax:              (212) 916-6582 (Team Fax Number)

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

Taxpayer I.D. Number:  13-1624203






                                      A-27
   74




                                  DEFINED TERMS

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

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

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

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

         "Change of Control" is defined in SECTION 8.3.

         "Change of Control Prepayment Date" is defined in SECTION 8.3.

         "Closing" is defined in SECTION 3.

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

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

         "Company Notice" is defined in SECTION 8.3.

         "Confidential Information" is defined in SECTION 20.

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


                                   SCHEDULE B
                          (to Note Purchase Agreement)


                                      A-28
   75

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

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

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

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

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



                                      B-2
   76

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

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

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

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

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

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

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

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

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

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

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

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


                                      B-3
   77

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

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

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

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

                   (g) Swaps of such Person;

                   (h) Securitization Recourse Obligations; and

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

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

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


                                      B-4
   78

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

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

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

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

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

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

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

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

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

         "Event of Default" is defined in SECTION 11.

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

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


                                      B-5
   79

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

         "Governmental Authority" means

                   (a) the government of

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

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

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

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

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

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

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

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

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

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


                                      B-6
   80

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

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

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

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

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

         "Make-Whole Amount" is defined in SECTION 8.7.

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

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

         "Memorandum" is defined in SECTION 5.3.

                                      B-7
   81

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

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

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

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

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

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

         "Noteholder Notice" is defined in SECTION 8.3.

         "Notes" is defined in SECTION 1.

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

         "Other Agreements" is defined in SECTION 2.

         "Other Purchasers" is defined in SECTION 2.


                                      B-8
   82

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

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

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

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

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

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

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

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

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

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


                                      B-9
   83

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

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

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

         "Restricted Investments" means all Investments, other than:

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

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

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

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

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

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

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


                                      B-10
   84

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

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

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

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

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

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

         "Restricted Payment" means

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


                                      B-11
   85

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

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

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

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

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

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

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

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

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

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


                                      B-12
   86

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

         "Subsidiary Guaranty" is defined in SECTION 9.8.

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

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

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

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





                                      B-13
   87




                             [FORM OF SERIES A NOTE]


                               NORDSON CORPORATION


                  6.79% SENIOR NOTE, SERIES A, DUE MAY 15, 2006

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

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

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

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

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


                                   EXHIBIT 1-A
                          (to Note Purchase Agreement)


                                      B-14
   88

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

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

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

         THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE
RIGHTS AND PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK,
EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE WHICH WOULD REQUIRE
APPLICATION OF THE LAWS OF THE JURISDICTION OTHER THAN SUCH STATE.

                                     NORDSON CORPORATION



                                     By
                                        Name:
                                        Title:




                                     E-1A-2
   89





                             [FORM OF SERIES B NOTE]


                               NORDSON CORPORATION


                  7.11% SENIOR NOTE, SERIES B, DUE MAY 15, 2008

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

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

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

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

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


                                   EXHIBIT 1-B
                          (to Note Purchase Agreement)


   90

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

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

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

         THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE
RIGHTS AND PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK,
EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE WHICH WOULD REQUIRE
APPLICATION OF THE LAWS OF THE JURISDICTION OTHER THAN SUCH STATE.

                                     NORDSON CORPORATION



                                     By
                                         Name:
                                         Title:


                                     E-1B-2
   91




                             [FORM OF SERIES C NOTE]


                               NORDSON CORPORATION


                  7.11% SENIOR NOTE, SERIES C, DUE MAY 15, 2011

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

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

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

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

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


                                   EXHIBIT 1-C
                          (to Note Purchase Agreement)


   92

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

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

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

         THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE
RIGHTS AND PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK,
EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE WHICH WOULD REQUIRE
APPLICATION OF THE LAWS OF THE JURISDICTION OTHER THAN SUCH STATE.

                                  NORDSON CORPORATION



                                  By
                                      Name:
                                      Title:




                                     E-1C-2
   93




                             [FORM OF SERIES D NOTE]


                               NORDSON CORPORATION


                  7.51% SENIOR NOTE, SERIES D, DUE MAY 15, 2011

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

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

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

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

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


                                  EXHIBIT 1-D
                          (to Note Purchase Agreement)
   94

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

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

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

         THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE
RIGHTS AND PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK,
EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE WHICH WOULD REQUIRE
APPLICATION OF THE LAWS OF THE JURISDICTION OTHER THAN SUCH STATE.

                                        NORDSON CORPORATION



                                        By
                                            Name:
                                            Title:



                                     E-1D-2

   95




                           FORM OF OPINION OF COUNSEL
                                 TO THE COMPANY

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

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

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

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

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

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

                                 EXHIBIT 4.4(a)
                          (to Note Purchase Agreement)


   96
         necessary in connection with the execution, delivery and performance of
         the Agreement, the Other Agreements or the Notes.

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

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

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

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

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

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

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




                                   E-24.4(a)-2
   97




                       FORM OF OPINION OF SPECIAL COUNSEL
                                TO THE PURCHASERS

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

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

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

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

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

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

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

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


                                 EXHIBIT 4.4(b)
                          (to Note Purchase Agreement)