BINKS SAMES CORPORATION _ WAIVER AND SECOND AMENDMENT TO NOTE PURCHASE AGREEMENT _

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BINKS ▇▇▇▇▇ CORPORATION
_______________________

WAIVER AND SECOND AMENDMENT TO NOTE PURCHASE AGREEMENT
_______________________

Re:

Note Purchase Agreement Dated as of November 30, 1993

and

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

DATED MARCH 16, 1998

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TABLE OF CONTENTS

PAGE

1. AMENDMENTS AND WAIVERS. . . . . . . . . . . . . . . . . . . . . . . . . 2
1.1 Amendment of Existing Note Purchase Agreement. . . . . . . . . . . 2
1.2 Amendment and Restatement of Existing Notes. . . . . . . . . . . . 2
1.3 Waivers of Existing Events of Default. . . . . . . . . . . . . . . 2

2. REPRESENTATIONS AND WARRANTIES. . . . . . . . . . . . . . . . . . . . . 2
2.1 Corporate Existence and Power. . . . . . . . . . . . . . . . . . . 2
2.2 Corporate Authority. . . . . . . . . . . . . . . . . . . . . . . . 2
2.3 Binding Effect . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.4 Full Disclosure. . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.5 Financial Information. . . . . . . . . . . . . . . . . . . . . . . 3
2.6 Outstanding Debt and Liens . . . . . . . . . . . . . . . . . . . . 3
2.7 Litigation; No Violation of Governmental Orders or Laws. . . . . . 4
2.8 No Conflicts with Agreements, Etc. . . . . . . . . . . . . . . . . 4
2.9 Consents, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . 4
2.10 No Defaults. . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
2.11 Compliance with Law. . . . . . . . . . . . . . . . . . . . . . . . 5
2.12 Title to Property; Leases. . . . . . . . . . . . . . . . . . . . . 5
2.13 Environmental Matters. . . . . . . . . . . . . . . . . . . . . . . 5
2.14 Collateral . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
2.15 Solvency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

3. CONDITIONS PRECEDENT. . . . . . . . . . . . . . . . . . . . . . . . . . 7
3.1 Officer Certificates . . . . . . . . . . . . . . . . . . . . . . . 7
3.2 Opinion of Counsel . . . . . . . . . . . . . . . . . . . . . . . . 8
3.3 Reaffirmation of Guaranty Agreement. . . . . . . . . . . . . . . . 8
3.4 Amended and Restated Credit Agreement. . . . . . . . . . . . . . . 8
3.5 Collateral Sharing Agreement . . . . . . . . . . . . . . . . . . . 8
3.6 Collateral Documents . . . . . . . . . . . . . . . . . . . . . . . 8
3.7 Lien Searches. . . . . . . . . . . . . . . . . . . . . . . . . . . 9
3.8 Cash Management Agreement. . . . . . . . . . . . . . . . . . . . . 9
3.9 Termination Of Factoring Agreement . . . . . . . . . . . . . . . . 10
3.10 Binks ▇▇▇▇▇ Ltd. Charter Amendment . . . . . . . . . . . . . . . . 10
3.11 Accrued Interest on Existing Notes . . . . . . . . . . . . . . . . 10
3.12 Exchange of Existing Notes . . . . . . . . . . . . . . . . . . . . 10
3.13 Closing Fee. . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
3.14 Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
3.15 Proceedings Satisfactory . . . . . . . . . . . . . . . . . . . . . 10

4. MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
4.1 Effect of Amendment and Waiver . . . . . . . . . . . . . . . . . . 11
4.2 No Legend Required . . . . . . . . . . . . . . . . . . . . . . . . 11
4.3 Fees and Expenses. . . . . . . . . . . . . . . . . . . . . . . . . 11
4.4 Survival . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
4.5 Duplicate Originals; Execution in Counterpart. . . . . . . . . . . 12
4.6 Governing Law. . . . . . . . . . . . . . . . . . . . . . . . . . . 12

TABLE OF CONTENTS

PAGE

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

BINKS ▇▇▇▇▇ CORPORATION

WAIVER AND SECOND AMENDMENT TO NOTE PURCHASE AGREEMENT

Re:

Note Purchase Agreement Dated as of November 30, 1993

and

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

Dated March 16, 1998

The Equitable Life Assurance
Society of the United States
c/o Alliance Corporate Finance
Group Incorporated
1345 Avenue of the ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇

Ladies and Gentlemen:

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

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

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

1. AMENDMENTS AND WAIVERS

1.1 AMENDMENT OF EXISTING NOTE PURCHASE AGREEMENT.

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

1.2 AMENDMENT AND RESTATEMENT OF EXISTING NOTES.

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

1.3 WAIVERS OF EXISTING EVENTS OF DEFAULT.

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

2. REPRESENTATIONS AND WARRANTIES

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

2.1 CORPORATE EXISTENCE AND POWER.

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

2.2 CORPORATE AUTHORITY.

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

2.3 BINDING EFFECT.

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

2.4 FULL DISCLOSURE.

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

2.5 FINANCIAL INFORMATION.

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

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

2.6 OUTSTANDING DEBT AND LIENS.

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

2.7 LITIGATION; NO VIOLATION OF GOVERNMENTAL ORDERS OR LAWS.

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

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

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

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

2.8 NO CONFLICTS WITH AGREEMENTS, ETC.

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

2.9 CONSENTS, ETC.

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

2.10 NO DEFAULTS.

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

2.11 COMPLIANCE WITH LAW.

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

2.12 TITLE TO PROPERTY; LEASES.

The Company and its Subsidiaries have good title to their respective
Properties that individually or in the aggregate are material, in each case free
and clear of Liens prohibited by Section 7.3(C) of the Amended Note Purchase
Agreement. All leases that individually or in the aggregate are material are
valid and subsisting and are in full force and effect in all material respects.

2.13 ENVIRONMENTAL MATTERS.

Except as disclosed in Schedule 6.18 of the Credit Agreement, the Company
does not have knowledge of any claim, has not received any notice of any claim,
and no proceeding has been instituted raising any claim against the Company or
any of its Subsidiaries or any of their respective real properties now or
formerly owned, leased or operated by the Company or any Subsidiary or other
Property, alleging any damage to the environment or violation of any
Environmental Laws, except, in each case, such as could not reasonably be
expected to have a Material Adverse Effect. Except as otherwise disclosed to
you in writing:

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

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

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

2.14 COLLATERAL.

(a) COLLATERAL DOCUMENTS.

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

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

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

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

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

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

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

2.15 Solvency.

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

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

3. CONDITIONS PRECEDENT

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

3.1 OFFICER CERTIFICATES.

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

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

3.2 OPINION OF COUNSEL.

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

3.3 REAFFIRMATION OF GUARANTY AGREEMENT.

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

3.4 AMENDED AND RESTATED CREDIT AGREEMENT.

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

3.5 COLLATERAL SHARING AGREEMENT.

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

3.6 COLLATERAL DOCUMENTS.

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

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

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

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

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

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

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

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

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

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

3.7 LIEN SEARCHES.

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

3.8 TERMINATION OF FACTORING AGREEMENT.

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

3.9 BINKS ▇▇▇▇▇ LTD. CHARTER AMENDMENT.

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

3.10 ACCRUED INTEREST ON EXISTING NOTES.

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

3.11 EXCHANGE OF EXISTING NOTES.

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

3.12 CLOSING FEE.

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

3.13 EXPENSES.

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

3.14 PROCEEDINGS SATISFACTORY.

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

4. MISCELLANEOUS

4.1 EFFECT OF AMENDMENT AND WAIVER.

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

4.2 NO LEGEND REQUIRED.

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

4.3 FEES AND EXPENSES.

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

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

4.4 SURVIVAL.

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

4.5 DUPLICATE ORIGINALS; EXECUTION IN COUNTERPART.

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

4.6 GOVERNING LAW.

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

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

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

BINKS ▇▇▇▇▇ CORPORATION

By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President, Chief Financial
Officer

THE EQUITABLE LIFE ASSURANCE
SOCIETY OF THE UNITED STATES

By: /s/ ▇▇▇▇ Serbransky
-------------------------------------
Name: ▇▇▇▇ Serbransky
Title:

SCHEDULE A

NOTEHOLDER INFORMATION

---------------------------------------------------------------------------------------------------------------------------------
Noteholder Name THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
---------------------------------------------------------------------------------------------------------------------------------

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

Method Federal Funds Wire Transfer

Account Information The Chase Manhattan Bank, N.A.
1251 Avenue of the Americas
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
ABA # 021-00-0021
Account of: The Equitable Life Assurance Society of
the United States
Account No. #▇▇▇-▇-▇▇▇▇▇▇
Re: See "Accompanying Information" below.
---------------------------------------------------------------------------------------------------------------------------------
Accompanying Information Name of Company: BINKS ▇▇▇▇▇ CORPORATION
Description of
Security: 7.64% Series A Senior Secured Note Due September 30, 1999
PPN: 090527 A@ 1
Due Date and Application (as among principal and interest) of the payment being
made:
---------------------------------------------------------------------------------------------------------------------------------
Address for Notices Related to Payments The Equitable Life Assurance Society of
the United States
c/o Alliance Capital Management, L.P.
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ - ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Treasury Services
---------------------------------------------------------------------------------------------------------------------------------
Address for all other Notices The Equitable Life Assurance Society of
the United States
c/o Alliance Capital Management, L.P.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Fixed Income Credit
Research Division - 38th Floor
(▇▇▇) ▇▇▇-▇▇▇▇ - TEL
(▇▇▇) ▇▇▇-▇▇▇▇ - FAX
---------------------------------------------------------------------------------------------------------------------------------
Tax Identification Number ▇▇-▇▇▇▇▇▇▇
---------------------------------------------------------------------------------------------------------------------------------

Schedule A-1

SCHEDULE 1

WAIVERS OF EXISTING EVENTS OF DEFAULT

EVENTS OF DEFAULT

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

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

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

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

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

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

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

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

Schedule 1-1

SCHEDULE 2.6

OUTSTANDING DEBT AND LIENS

[To be provided by the Company.]

Schedule 2.6-1

SCHEDULE 2.7

PENDING LITIGATION

[To be provided by the Company.]

Schedule 2.7-1

SCHEDULE 2.9

CONSENTS

[To be provided by the Company.]

Schedule 2.9-1

SCHEDULE 2.14(i)

RECORDING INFORMATION

[To be provided by the Company.]

Schedule 2.14(i)-1

EXHIBIT 1.1

AMENDMENT OF EXISTING NOTE PURCHASE AGREEMENT

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

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

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

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

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

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

Exhibit 1.1-1

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

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

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

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

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

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

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

Exhibit 1.1-2

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

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

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

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

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

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

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

3.8. FEES.

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

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

Exhibit 1.1-3

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

Article VII. COVENANTS.

7.1. REPORTING. The Company shall:

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

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

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

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

Exhibit 1.1-4

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

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

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

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

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

Exhibit 1.1-5

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

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

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

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

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

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

Exhibit 1.1-6

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

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

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

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

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

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

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

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

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

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

Exhibit 1.1-7

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

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

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

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

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

7.2. AFFIRMATIVE COVENANTS.

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

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

Exhibit 1.1-8

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

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

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

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

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

Exhibit 1.1-9

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

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

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

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

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

(K) INSURANCE MATTERS.

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

Exhibit 1.1-10

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

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

7.3. NEGATIVE COVENANTS.

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

(i) the Obligations;

(ii) Indebtedness evidenced by the Notes;

(iii) Permitted Existing Indebtedness and Permitted Refinancing
Indebtedness;

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

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

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

Exhibit 1.1-11

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

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

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

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

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

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

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

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

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

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

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

Exhibit 1.1-12

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

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

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

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

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

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

(ii) Permitted Existing Liens;

(iii) Customary Permitted Liens;

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

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

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

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

Exhibit 1.1-13

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

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

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

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

(i) Investments in Cash Equivalents;

(ii) Permitted Existing Investments;

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

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

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

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

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

Exhibit 1.1-14

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

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

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

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

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

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

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

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

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

Exhibit 1.1-15

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

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

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

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

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

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

(K) [Intentionally Omitted.]

Exhibit 1.1-16

(L) ERISA. The Company shall not

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

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

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

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

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

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

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

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

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

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

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

Exhibit 1.1-17

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

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

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

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

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

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

Exhibit 1.1-18

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

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

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

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

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

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

Fiscal Quarter Ending: Minimum EBITDA:

February 28, 1998 ($1,500,000)

May 31, 1998 $0

Exhibit 1.1-19

Fiscal Quarter Ending: Minimum EBITDA:

August 31, 1998 $2,000,000

November 31, 1998 $8,500,000

February 28, 1999 $9,000,000

May 31, 1999 $11,000,000

August 31, 1999 $14,500,000

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

Applicable Month Minimum Consolidated
Net Worth

February 1998 $27,100,000

March 1998 $25,600,000

April 1998 $23,000,000

May 1998 $21,800,000

June 1998 $21,300,000

July 1998 $21,100,000

August 1998 $21,300,000

September 1998 $20,975,000

October 1998 $21,930,000

November 1998 $23,750,000

December 1998 $22,800,000

January 1999 $22,600,000

February 1999 $22,500,000

March 1999 $22,300,000

April 1999 $22,800,000

May 1999 $23,500,000

June 1999 $23,850,000

July 1999 $24,500,000

August 1999 $25,500,000

Exhibit 1.1-21

Applicable Month Minimum Consolidated
Net Worth

September 1999 $26,900,000

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

Applicable Month Minimum Consolidated
Net Worth

February 1, 1998 up to and $12,750,000
including November 30, 1998

December 1, 1998 and thereafter $14,150,000

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

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

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

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

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

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

Exhibit 1.1-21

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

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

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

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

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

[Intentionally Omitted].

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

Exhibit 1.1-22

[Intentionally Omitted].

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

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

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

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

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

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

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

Exhibit 1.1-23

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

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

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

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

Exhibit 1.1-24

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

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

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

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

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

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

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

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

"▇▇▇▇▇" has the meaning specified in Section 7.5.

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

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

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

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

Exhibit 1.1-25

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

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

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

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

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

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

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

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

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

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

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

Exhibit 1.1-26

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

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

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

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

"Customary Permitted Liens" means:

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

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

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

Exhibit 1.1-27

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

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

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

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

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

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

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

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

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

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

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

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

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

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

"Eligible Transferee" means:

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

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

Exhibit 1.1-28

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

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

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

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

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

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

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

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

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

Exhibit 1.1-29

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

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

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

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

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

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

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

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

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

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

Exhibit 1.1-30

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

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

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

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

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

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

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

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

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

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

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

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

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

Exhibit 1.1-31

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

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

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

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

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

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

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

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

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

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

Exhibit 1.1-32

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

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

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

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

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

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

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

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

Exhibit 1.1-33

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

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

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

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

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

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

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

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

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

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

Exhibit 1.1-34

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

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

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

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

"Transfer Event of Default" means:

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

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

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

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

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

Exhibit 1.1-35

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

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

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

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

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

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

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

(iii) Sections 7.3, 7.4, or 7.5;

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

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

Exhibit 1.1-36

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

(e) DEFAULT AS TO OTHER INDEBTEDNESS.

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

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

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

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

Exhibit 1.1-37

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

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

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

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

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

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

Exhibit 1.1-38

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

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

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

(m) [Intentionally Omitted];

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

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

(p) GUARANTOR REVOCATION.

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

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

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

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

Exhibit 1.1-31

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

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

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

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

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

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

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

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

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

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

Exhibit 1.1-40

15.2. AMENDMENT AND WAIVER.

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

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

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

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

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

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

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

Exhibit 1.1-41

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

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

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

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

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

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

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

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

15.3 EXPENSES; INDEMNIFICATION.

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

Exhibit 1.1-42

transactions contemplated hereby and by the Notes and (c) the reasonable
costs and expenses (including travel expenses) incurred in connection
with the review, evaluation, negotiation, analysis, due diligence
investigation or other activity related to any of the Financing
Documents and the holders' and the Collateral Agent's rights and
remedies thereunder (including any such activity occurring during any
work-out or restructuring of the transactions contemplated hereby and by
the Notes or during a bankruptcy, insolvency, reorganization or similar
proceeding). The Company will pay, and will save you and each other
holder of a Note harmless from, all claims in respect of any fees, costs
or expenses if any, of brokers and finders.

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

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

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

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

Exhibit 1.1-43

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

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

(e) SURVIVAL. The obligations of the Company under this
Section 15.3 will survive the payment or transfer of any Note, the
enforcement, amendment or waiver of any provision of this Agreement or the
Notes, and the termination of this Agreement.

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

Exhibit 1.1-44

Binks ▇▇▇▇▇ Corporation
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇

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

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

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

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

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

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

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

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

(iii) any other holder of any Note,

(iv) any Institutional Investor to which you sell or offer to
sell such Note or any part thereof or any participation therein (if
such Person has agreed in writing prior to its receipt of such
Confidential Information to be bound by the provisions of this
Section 15.14),

Exhibit 1.1-45

(v) any Person from which you offer to purchase any Security
of the Company (if such Person has agreed in writing prior to its
receipt of such Confidential Information to be bound by the provisions
of this Section 15.14),

(vi) any federal or state regulatory authority having
jurisdiction over you,

(vii) the National Association of Insurance Commissioners or
any similar organization, or any nationally recognized rating agency
that requires access to information about your investment portfolio or

(viii) any other Person to which such delivery or disclosure
may be necessary or appropriate

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

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

(D) if an Event of Default has occurred and is
continuing, to the extent you may reasonably determine such
delivery and disclosure to be necessary or appropriate in the
enforcement or for the protection of the rights and remedies
under the Financing Documents.

Each holder of a Note, by its acceptance of a Note, will be deemed to have
agreed to be bound by and to be entitled to the benefits of this Section
15.14 as though it were a party to this Agreement. On reasonable request
by the Company in connection with the delivery to any holder of a Note of
information required to be delivered to such holder under this Agreement or
requested by such holder (other than a holder that is a party to this
Agreement or its nominee), such holder will enter into an agreement with
the Company embodying the provisions of this Section 15.14.

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

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

Exhibit 1.1-46

EXHIBIT 1.2

AMENDMENT AND RESTATEMENT OF EXISTING NOTES

FORM OF NOTE

BINKS ▇▇▇▇▇ CORPORATION

7.64% SERIES A SENIOR NOTE

DUE SEPTEMBER 30, 1999

No. R-___ Chicago, Illinois

$___________________ __________, 199__

PPN: 090527 A@ 1

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

[NAME OF HOLDER]

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

________________________ DOLLARS ($______________)

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

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

Exhibit 1.2-1

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

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

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

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

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

BINKS ▇▇▇▇▇ CORPORATION

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

Exhibit 1.2-2

EXHIBIT 3.6(a)

FORM OF MORTGAGE

Exhibit 3.6(a)-1

EXHIBIT 3.6(b)

FORM OF SECURITY AGREEMENT

Exhibit 3.6(b)-1

EXHIBIT 3.6(c)

FORM OF PATENT SECURITY AGREEMENT

Exhibit 3.6(c)-1

EXHIBIT 3.6(d)

FORM OF PLEDGE AGREEMENT

Exhibit 3.6(d)-1

BINKS SAMES CORPORATION _ WAIVER AND SECOND AMENDMENT TO NOTE PURCHASE AGREEMENT _

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