EXHIBIT 10.1 PURCHASE AGREEMENT

Note Purchase Agreement

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RPM INTERNATIONAL INC | Wachovia Capital Markets, LLC | Banc One Capital Markets, Inc

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Title: EXHIBIT 10.1 PURCHASE AGREEMENT
Governing Law: New York Date: 4/7/2004
Industry: Chemical Manufacturing Law Firm: Shearman & Sterling LLP; Calfee, Halter & Griswold LLP Sector: Basic Materials

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EXHIBIT 10.1

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RPM INTERNATIONAL INC.

(a Delaware corporation)

6.25% Senior Notes due 2013

PURCHASE AGREEMENT

Dated: December 4, 2003

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TABLE OF CONTENTS

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Page

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SECTION 1. Representations and Warranties................................................................ 2

(a) Representations and Warranties by the Company............................................... 2

(i) Offering Memorandum.............................................................. 2

(ii) Incorporated Documents........................................................... 2

(iii) Independent Accountants.......................................................... 3

(iv) Financial Statements............................................................. 3

(v) No Material Adverse Change in Business........................................... 3

(vi) Good Standing of the Company..................................................... 3

(vii) Good Standing of Subsidiaries.................................................... 4

(viii) Authorization of this Agreement.................................................. 4

(ix) Authorization of the Indenture................................................... 4

(x) Authorization of the Registration Rights Agreement............................... 4

(xi) Authorization of the Notes....................................................... 4

(xii) Description of the Notes, the Indenture and the Registration Rights Agreement.... 5

(xiii) Absence of Defaults and Conflicts................................................ 5

(xiv) Absence of Labor Dispute......................................................... 6

(xv) Absence of Proceedings........................................................... 6

(xvi) Absence of Manipulation.......................................................... 6

(xvii) Possession of Intellectual Property.............................................. 6

(xviii) Absence of Further Requirements.................................................. 6

(xix) Investment Company Act........................................................... 6

(xx) Good and Marketable Title........................................................ 7

(xxi) Environmental Laws............................................................... 7

(xxii) ERISA............................................................................ 8

(xxiii) Insurance........................................................................ 8

(xxiv) Taxes............................................................................ 8

(xxv) Internal Controls................................................................ 8

(xxvi) No Unlawful Payments............................................................. 8

(xxvii) No Brokerage Commission; Finder's Fee............................................ 9

(xxviii) Dividend Payments................................................................ 9

(xxix) Similar Offering................................................................. 9

(xxx) Rule 144A Eligibility............................................................ 9

(xxxi) No Directed Selling Efforts...................................................... 9

(xxxii) No General Solicitation or General Advertising................................... 9

(xxxiii) No Registration Required......................................................... 9

(xxxiv) Reporting Company................................................................ 10

(xxxv) Sarbanes-Oxley Compliance........................................................ 10

(xxxvi) Reclassification................................................................. 10

(b) Officer's Certificates...................................................................... 10

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SECTION 2. Sale and Delivery to Initial Purchasers; Closing.............................................. 10

(a) Notes....................................................................................... 10

(b) Payment..................................................................................... 10

SECTION 3. Covenants of the Company...................................................................... 11

(a) Offering Memorandum......................................................................... 11

(b) Notice and Effect of Material Events........................................................ 11

(d) Qualifications of Notes for Offer and Sale.................................................. 12

(e) Use of Proceeds............................................................................. 12

(f) Rating of Notes............................................................................. 12

(g) Restriction on Sale of Notes................................................................ 12

(h) DTC......................................................................................... 12

(i) Reporting Requirements...................................................................... 12

SECTION 4. Payment of Expenses........................................................................... 12

(a) Expenses.................................................................................... 12

(b) Termination of Agreement.................................................................... 13

SECTION 5. Conditions of Initial Purchasers' Obligations................................................. 13

(a) Opinions of Counsel for the Company......................................................... 13

(b) Opinion of Counsel for Initial Purchasers................................................... 13

(d) Accountant's Comfort Letter................................................................. 14

(e) Bring-down Comfort Letter................................................................... 14

(f) Maintenance of Rating....................................................................... 14

(g) Indenture and Registration Rights Agreement................................................. 14

(h) Additional Documents........................................................................ 15

(i) Termination of Agreement.................................................................... 15

SECTION 6. Subsequent Offers and Resales of the Notes.................................................... 15

(a) Offer and Sale Procedures................................................................... 15

(i) Offers and Sales to Qualified Institutional Buyers and Foreign Purchasers........ 15

(ii) No General Solicitation.......................................................... 15

(iii) Purchases by Non-Bank Fiduciaries................................................ 15

(iv) Subsequent Purchaser Notification................................................ 15

(v) Restrictions on Transfer......................................................... 16

(b) Covenants of the Company.................................................................... 16

(i) Integration...................................................................... 16

(ii) Rule 144A Information............................................................ 16

(iii) Restriction on Purchases......................................................... 16

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SECTION 7. Indemnification............................................................................... 17

(a) Indemnification of Initial Purchasers....................................................... 17

(b) Indemnification of the Company.............................................................. 18

(d) Settlement without Consent if Failure to Reimburse.......................................... 19

SECTION 8. Contribution.................................................................................. 19

SECTION 9. Representations, Warranties and Agreements to Survive Delivery................................ 20

SECTION 10. Termination of Agreement...................................................................... 20

(a) Termination; General........................................................................ 20

(b) Liabilities................................................................................. 21

SECTION 11. Default by One or More of the Initial Purchasers.............................................. 21

SECTION 12. Tax Disclosure................................................................................ 21

SECTION 13. Notices....................................................................................... 22

SECTION 14. Parties....................................................................................... 23

SECTION 15. GOVERNING LAW AND TIME........................................................................ 23

SECTION 16. Effect of Headings............................................................................ 23

SECTION 17. Counterparts.................................................................................. 23

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SCHEDULES

Schedule A List of Initial Purchasers

Schedule B RPM International Inc. -- 6.25% Senior Notes due 2013

Schedule C List of Material Subsidiaries

Schedule D List of Significant Subsidiaries

EXHIBITS

Exhibit A Form of Registration Rights Agreement

Exhibit B Form of Opinion of P. Kelly Tompkins, General Counsel of the

Company, to be Delivered Pursuant to Section 5(a)

Exhibit C Form of Opinion of Calfee, Halter & Griswold LLP, United States

Counsel for the Company, to be Delivered Pursuant to Section 5(a)

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RPM INTERNATIONAL INC.

$200,000,000

6.25% Senior Notes due 2013

PURCHASE AGREEMENT

December 4, 2003

Banc One Capital Markets, Inc.

Wachovia Capital Markets, LLC

As Representatives of the several Initial Purchasers

c/o Banc One Capital Markets, Inc.

1 Bank One Plaza

Chicago, IL 60670

Ladies and Gentlemen:

RPM International Inc., a Delaware corporation (the "Company"),

proposes to issue and sell to the Initial Purchasers named in Schedule A hereto

(collectively, the "Initial Purchasers," which term shall also include any

initial purchaser substituted as hereinafter provided in Section 11 hereof), for

whom Banc One Capital Markets, Inc. and Wachovia Capital Markets, LLC are acting

as representatives (in such capacity, the "Representatives"), with respect to

the issue and sale by the Company and the purchase by the Initial Purchasers,

acting severally and not jointly, of the respective principal amounts set forth

in said Schedule A of $200,000,000 aggregate principal amount of the Company's

6.25% Senior Notes due 2013 (the "Notes").

The Notes are to be issued pursuant to an indenture, to be dated as of

the Closing Time (as defined in Section 2(c)) (the "Indenture"), between the

Company and The Bank of New York, as trustee (the "Trustee"). The holders of

Notes will be entitled to the benefits of a Registration Rights Agreement

between the Company and the Initial Purchasers, to be dated as of the Closing

Time, which agreement shall be substantially in the form attached hereto as

Exhibit A, with such changes as shall be agreed to by the parties hereto (the

"Registration Rights Agreement").

The Company understands that the Initial Purchasers propose to make an

offering of the Notes on the terms and in the manner set forth herein and agrees

that the Initial Purchasers may resell, subject to the conditions set forth

herein, all or a portion of the Notes to purchasers ("Subsequent Purchasers") at

any time after this Agreement has been executed and delivered. The Notes are to

be offered and sold through the Initial Purchasers without being registered

under the Securities Act of 1933, as amended (the "1933 Act"), in reliance upon

exemptions therefrom. Pursuant to the terms of the Notes and the Indenture,

investors that acquire Notes may only resell or otherwise transfer such Notes if

such Notes are hereafter registered under the 1933 Act or if an exemption from

the registration requirements of the 1933 Act is available (including the

exemption afforded by Rule 144A ("Rule 144A") or Regulation S ("Regulation S")

of the rules and regulations promulgated under the 1933 Act (the "1933 Act

Regulations") by the Securities and Exchange Commission (the "Commission")).

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The Company has prepared and delivered to each Initial Purchaser copies

of a preliminary offering memorandum dated December 3, 2003 (the "Preliminary

Offering Memorandum") and has prepared and will deliver to each Initial

Purchaser, on the date hereof or by 9:00 A.M. (Eastern time) on the second

calendar day after the date hereof, copies of a final offering memorandum dated

December 4, 2003 (the "Final Offering Memorandum"), each for use by such Initial

Purchaser in connection with its solicitation of purchases of, or offering of,

the Notes. "Offering Memorandum" means, with respect to any date or time

referred to in this Agreement, the most recent offering memorandum (whether the

Preliminary Offering Memorandum or the Final Offering Memorandum, or any

amendment or supplement to either such document), including exhibits thereto and

any documents incorporated therein by reference, which has been prepared and

delivered by the Company to the Initial Purchasers in connection with their

solicitation of purchases of, or offering of, the Notes.

All references in this Agreement to financial statements and schedules

and other information which is "contained," "included," "stated" or "described"

in the Offering Memorandum (or other references of like import) shall be deemed

to mean and include all such financial statements and schedules and other

information which are incorporated by reference in the Offering Memorandum; and

all references in this Agreement to amendments or supplements to the Offering

Memorandum shall be deemed to mean and include the filing of any document under

the Securities Exchange Act of 1934, as amended (the "1934 Act"), which is

incorporated by reference in the Offering Memorandum.

SECTION 1. Representations and Warranties.

(a) Representations and Warranties by the Company. The Company

represents and warrants to each Initial Purchaser as of the date hereof, as of

the Closing Time referred to in Section 2(c) hereof, and agrees with each

Initial Purchaser, as follows:

(i) Offering Memorandum. The Offering Memorandum does

not, and at the Closing Time referred to in Section 2 will not, include

an untrue statement of a material fact or omit to state a material fact

necessary in order to make the statements therein, in the light of the

circumstances under which they were made, not misleading. The

representations and warranties in this subsection shall not apply to

statements in or omissions from the Offering Memorandum made in

reliance upon and in conformity with information furnished to the

Company in writing by any Initial Purchaser through the Representatives

expressly for use in the Offering Memorandum.

(ii) Incorporated Documents. The Offering Memorandum as

delivered from time to time shall incorporate by reference the most

recent Annual Report of the Company on Form 10-K filed with the

Commission, each Quarterly Report of the Company on Form 10-Q and each

Current Report of the Company on Form 8-K filed (not furnished) with

the Commission subsequent to the date of filing of the most recent

Annual Report of the Company on Form 10-K and such other reports as

specifically incorporated by reference in the Offering Memorandum. The

documents incorporated by reference in the Offering Memorandum (the

"Incorporated Documents"), at the time they were or hereafter are filed

with the Commission, or if amended, as so amended, complied and will

comply in all material respects with the requirements of the 1934 Act

and the

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rules and regulations of the Commission thereunder (the "1934 Act

Regulations"). There are no contracts or documents which are required

to be described in the Offering Memorandum or the Incorporated

Documents which have not been so described, and there are no contracts

or documents which are required to be filed as exhibits to the

Incorporated Documents which have not been so filed as required.

(iii) Independent Accountants. The accountants who

certified the financial statements and supporting schedules

incorporated by reference in the Offering Memorandum are independent

public accountants within the meaning of Regulation S-X under the 1933

Act and the 1933 Act Regulations.

(iv) Financial Statements. The financial statements,

together with the related schedules and notes, incorporated by

reference into the Offering Memorandum present fairly the financial

position of the Company and its consolidated subsidiaries at the dates

indicated and the statement of income, shareholders' equity and cash

flows of the Company and its consolidated subsidiaries for the periods

specified; said financial statements have been prepared in conformity

with generally accepted accounting principles ("GAAP") applied on a

consistent basis throughout the periods involved. The supporting

schedules incorporated by reference into the Offering Memorandum

present fairly in accordance with GAAP the information required to be

stated therein.

(v) No Material Adverse Change in Business. Since the

respective dates as of which information is given in the Offering

Memorandum (exclusive of any amendment thereto), except as otherwise

stated therein, (A) there has been no material adverse change in the

condition, financial or otherwise, or in the earnings, business or

business prospects of the Company and its subsidiaries considered as

one enterprise, whether or not arising in the ordinary course of

business (a "Material Adverse Effect"), (B) there have been no

transactions entered into by the Company or any of its Material

Subsidiaries (as defined below), other than those in the ordinary

course of business, which are material with respect to the Company and

its Material Subsidiaries considered as one enterprise, (C) except for

regular quarterly dividends on the Common Stock in amounts per share

that are consistent with past practice, there has been no dividend or

distribution of any kind declared, paid or made by the Company on any

class of its capital stock, and (D) there has not been any material

change in the capital stock, short-term debt or long-term debt of the

Company and its Material Subsidiaries (as defined below), except as

disclosed in the Offering Memorandum.

(vi) Good Standing of the Company. The Company has been

duly organized and is validly existing as a corporation in good

standing under the laws of the State of Delaware and has corporate

power and authority to own, lease and operate its properties and to

conduct its business as described in the Offering Memorandum and to

enter into and perform its obligations under, or as contemplated by,

this Agreement. The Company is duly qualified as a foreign corporation

to transact business and is in good standing in each other jurisdiction

in which such qualification is required, whether by reason of the

ownership or leasing of property or the conduct of business, except

where the failure so to qualify or to be in good standing would not

result in a Material Adverse Effect.

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(vii) Good Standing of Subsidiaries. Each subsidiary of the

Company listed on Schedule C hereto (collectively, the "Material

Subsidiaries") has been duly organized and is validly existing as a

corporation in good standing under the laws of the jurisdiction of its

incorporation, has corporate power and authority to own, lease and

operate its properties and to conduct its business as described in the

Offering Memorandum. Each Material Subsidiary is duly qualified as a

foreign corporation to transact business and is in good standing in

each jurisdiction in which such qualification is required, whether by

reason of the ownership or leasing of property or the conduct of

business, except where the failure to so qualify or to be in good

standing would not result in a Material Adverse Effect. All of the

issued and outstanding shares of capital stock of each subsidiary of

the Company have been duly authorized and validly issued, are fully

paid and non-assessable, and except for directors' qualifying shares

and third party interests in joint ventures in which the Company

invests, are owned directly or indirectly by the Company, free and

clear of all liens, encumbrances, equities or claims. The subsidiaries

of the Company listed on Schedule D hereto are the only subsidiaries of

the Company which meet the criteria in the definition of "significant

subsidiary" pursuant to Rule 1-02(w) of Regulation S-X under the 1933

Act.

(viii) Authorization of this Agreement. This Agreement has

been duly authorized, executed and delivered by the Company.

(ix) Authorization of the Indenture. The Indenture has

been duly authorized by the Company and, when executed and delivered by

the Company and the Trustee, will constitute a valid and binding

agreement of the Company, enforceable against the Company in accordance

with its terms, except as the enforcement thereof may be limited by

bankruptcy, insolvency (including, without limitation, all laws

relating to fraudulent transfers), reorganization, moratorium or

similar laws affecting enforcement of creditors' rights generally and

except as enforcement thereof is subject to general principles of

equity (regardless of whether enforceability is considered in a

proceeding in equity or at law).

(x) Authorization of the Registration Rights Agreement.

The Registration Rights Agreement has been authorized by the Company

and, when executed and delivered by the Company and the Initial

Purchasers, will constitute a valid and binding agreement of the

Company, enforceable against the Company in accordance with its terms,

except as the enforcement thereof may be limited by bankruptcy,

insolvency (including, without limitation, all laws relating to

fraudulent transfers), reorganization, moratorium or similar laws

affecting enforcement of creditors' rights generally and except as

enforcement thereof is subject to general principles of equity

(regardless of whether enforceability is considered in a proceeding in

equity or at law).

(xi) Authorization of the Notes. The Notes have been duly

authorized and, at the Closing Time, will have been duly executed by

the Company and, when authenticated, issued and delivered in the manner

provided for in the Indenture and delivered against payment of the

purchase price therefor as provided in this Agreement, will constitute

valid and binding obligations of the Company, enforceable against the

Company in accordance with their terms, except as the enforcement

thereof may be

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limited by bankruptcy, insolvency (including, without limitation, all

laws relating to fraudulent transfers), reorganization, moratorium or

similar laws affecting enforcement of creditors' rights generally and

except as enforcement thereof is subject to general principles of

equity (regardless of whether enforceability is considered in a

proceeding in equity or at law), and will be in the form contemplated

by, and entitled to the benefits of, the Indenture and the Registration

Rights Agreement.

(xii) Description of the Notes, the Indenture and the

Registration Rights Agreement. The Notes, the Indenture and the

Registration Rights Agreement will conform in all material respects to

the respective statements relating thereto contained in the Offering

Memorandum.

(xiii) Absence of Defaults and Conflicts. Neither the

Company nor any of its Material Subsidiaries is in violation of its

charter or by-laws or other constituting or organizational document or

in default in the performance or observance of any obligation,

agreement, covenant or condition contained in any contract, indenture,

mortgage, deed of trust, loan or credit agreement, note, lease or other

agreement or instrument to which the Company or any of its Material

Subsidiaries is a party or by which the Company or any of its Material

Subsidiaries may be bound, or to which any of the property or assets of

the Company or any of its Material Subsidiaries is subject

(collectively, "Agreements and Instruments") except for such defaults

that would not reasonably be expected to result in a Material Adverse

Effect; and the execution, delivery and performance of this Agreement,

the Registration Rights Agreement, the Indenture and the Notes and the

consummation of the transactions contemplated herein and in the

Offering Memorandum (including the issuance and sale of the Notes and

the use of the proceeds from the sale of the Notes as described in the

Offering Memorandum under the caption "Use of Proceeds") and compliance

by the Company with its obligations hereunder and under the Indenture,

the Registration Rights Agreement and the Notes do not and will not,

whether with or without the giving of notice or passage of time or

both, conflict with or constitute a breach of, or default or a

Repayment Event (as defined below) under, or result in the creation or

imposition of any lien, charge or encumbrance upon any property or

assets of the Company or any of its subsidiaries pursuant to, the

Agreements and Instruments (except for such conflicts, breaches,

defaults or Repayment Events or liens, charges or encumbrances that,

singly or in the aggregate, would not reasonably be expected to result

in a Material Adverse Effect), nor will such action result in any

violation of (i) the provisions of the charter or by-laws or other

constituting or organizational document of the Company or any of its

Material Subsidiaries or (ii) any applicable law, statute, rule,

regulation, judgment, order, writ or decree of any government,

government instrumentality or court, domestic or foreign, having

jurisdiction over the Company or any of its subsidiaries or any of

their assets, properties or operations, except in the case of clause

(ii), for such violation that would not result in a Material Adverse

Effect. As used herein, a "Repayment Event" means any event or

condition which gives the holder of any note, debenture or other

evidence of indebtedness (or any person acting on such holder's behalf)

the right to require the repurchase, redemption or repayment prior to

the stated maturity or repayment thereof of all or a portion of such

indebtedness by the Company or any of its subsidiaries.

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(xiv) Absence of Labor Dispute. No labor dispute with the

employees of the Company or any of its Material Subsidiaries exists or,

to the knowledge of the Company, is imminent which, in either case,

might be expected to have a Material Adverse Effect.

(xv) Absence of Proceedings. Except as disclosed in the

Offering Memorandum, there is no action, suit, proceeding, inquiry or

investigation before or brought by any court or governmental agency or

body, domestic or foreign, now pending, or, to the knowledge of the

Company, threatened, against or affecting the Company or any of its

subsidiaries, which, singly or in the aggregate, if determined

adversely, would reasonably be expected to result in a Material Adverse

Effect.

(xvi) Absence of Manipulation. Neither the Company nor any

affiliate of the Company has taken, nor will the Company or any

affiliate take, directly or indirectly, any action which is designed to

or which has constituted or which would be expected to cause or result

in stabilization or manipulation of the price of any security of the

Company to facilitate the sale or resale of the Notes.

(xvii) Possession of Intellectual Property. The Company and

its subsidiaries own or possess, or can acquire on reasonable terms,

adequate patents, patent rights, licenses, inventions, copyrights,

know-how (including trade secrets and other unpatented and/or

unpatentable proprietary or confidential information, systems or

procedures), trademarks, service marks, trade names or other

intellectual property (collectively, "Intellectual Property") necessary

to carry on the business now operated by them, and to the Company's

knowledge, neither the Company nor any of its subsidiaries has received

any notice or is otherwise aware of any infringement of or conflict

with asserted rights of others with respect to any Intellectual

Property or of any facts or circumstances which would render any

Intellectual Property invalid or inadequate to protect the interest of

the Company or any of its subsidiaries therein, and which infringement

or conflict (if the subject of any unfavorable decision, ruling or

finding) or invalidity or inadequacy, singly or in the aggregate, would

result in a Material Adverse Effect.

(xviii) Absence of Further Requirements. No filing with, or

authorization, approval, consent, license, order, registration,

qualification or decree of, any court or governmental authority or

agency is necessary or required for the performance by the Company of

its obligations hereunder or under the Registration Rights Agreement or

the Indenture, in connection with the offering, issuance or sale of the

Notes hereunder, or the consummation of the transactions contemplated

by this Agreement or the Offering Memorandum, or for the due execution,

delivery or performance by the Company of this Agreement, the

Registration Rights Agreement or the Indenture, or for the valid

authorization, issuance, sale and delivery of the Notes, except such as

have been already obtained and or as may be required under the 1933 Act

or the 1933 Act Regulations or state securities laws in connection with

the transactions contemplated in the Registration Rights Agreement and

except for the qualification of the Indenture under the Trust Indenture

Act of 1939, as amended (the "1939 Act").

(xix) Investment Company Act. Neither the Company nor any

of its subsidiaries is, nor upon the issuance and sale of the Notes as

herein contemplated and

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the application of the net proceeds therefrom as described in the

Offering Memorandum will be, an "investment company" or an entity

"controlled" by an "investment company," as such terms are defined in

the Investment Company Act of 1940, as amended.

(xx) Good and Marketable Title. The Company and each of

its Material Subsidiaries have good and marketable title in fee simple

to all real property and good and marketable title to all personal

property owned by them, in each case free and clear of all liens,

encumbrances and defects, and all assets held under lease by the

Company and its Material Subsidiaries are held by them under valid,

subsisting and enforceable leases, with such exceptions to each of the

above statements that are described in the Offering Memorandum or that

have not had and would not, singly or in the aggregate, reasonably be

expected to have a Material Adverse Effect.

(xxi) Environmental Laws. There has been no storage,

disposal, generation, manufacture, refinement, transportation, handling

or treatment of toxic wastes, medical wastes, hazardous wastes or

hazardous substances by the Company or any of its subsidiaries (or, to

the knowledge of the Company, any of their predecessors in interest)

at, upon or from any of the property now or previously owned or leased

by the Company or its subsidiaries in violation of, and the Company or

any of its subsidiaries has no liability under, any applicable law,

ordinance, rule, regulation, order, judgment, decree or permit or which

would require remedial action under any applicable law, ordinance,

rule, regulation, order, judgment, decree or permit, except for any

violation or remedial action which would not have, or could not be

reasonably likely to have, singularly or in the aggregate with all such

violations and remedial actions, a Material Adverse Effect; there has

been no material spill, discharge, leak, emission, injection, escape,

dumping or release of any kind onto such property or into the

environment surrounding such property of any toxic wastes, medical

wastes, solid wastes, hazardous wastes or hazardous substances due to

or caused by the Company or any of its subsidiaries or with respect to

which the Company or any of its subsidiaries have knowledge, except for

any such spill, discharge, leak, emission, injection, escape, dumping

or release which would not have or would not be reasonably likely to

have, singularly or in the aggregate with all such spills, discharges,

leaks, emissions, injections, escapes, dumpings and releases, a

Material Adverse Effect. The terms "hazardous wastes," "toxic wastes,"

"hazardous substances" and "medical wastes" shall have the meanings

specified in any applicable local, state, federal and foreign laws or

regulations with respect to environmental protection.

In the ordinary course of its business, the Company conducts a

periodic review of the effect of any and all applicable foreign,

federal, state and local laws and regulations relating to the

protection of human health and safety, the environment or hazardous or

toxic substances or wastes, pollutants or contaminants ("Environmental

Laws") on the business, operations and properties of the Company and

its subsidiaries, in the course of which it identifies and evaluates

associated costs and liabilities (including, without limitation, any

capital or operating expenditures required for clean-up, closure of

properties or compliance with Environmental Laws or any permit, license

or approval, any related constraints on operating activities and any

potential liabilities to third parties). On the basis of such review,

the Company has reasonably concluded that such associated

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costs and liabilities have not had and would not, singularly or in the

aggregate, reasonably be expected to have a Material Adverse Effect.

(xxii) ERISA. The Company is in compliance in all material

respects with all presently applicable provisions of the Employee

Retirement Income Security Act of 1974, as amended, including the

regulations and published interpretations thereunder ("ERISA"); no

"reportable event" (as defined in ERISA) has occurred with respect to

any "pension plan" (as defined in ERISA) for which the Company would

have any liability; the Company has not incurred and does not expect to

incur liability under (A) Title IV of ERISA with respect to the

termination of, or withdrawal from, any "pension plan" or (B) Section

412 or 4971 of the Internal Revenue Code of 1986, as amended, including

the regulations and published interpretations thereunder (the "Code");

and each "pension plan" for which the Company would have any liability

that is intended to be qualified under Section 401(a) of the Code is so

qualified in all material respects and nothing has occurred, whether by

action or by failure to act, which would cause the loss of such

qualification.

(xxiii) Insurance. The Company and each of its subsidiaries

carry, or are covered by, insurance in such amounts and covering such

risks as is adequate for the conduct of their respective businesses and

the value of their respective properties, other than as otherwise

disclosed in the Offering Memorandum.

(xxiv) Taxes. The Company has filed all federal, state and

local income and franchise tax returns required to be filed through the

date hereof and has paid all taxes due thereon, and no tax deficiency

has been determined adversely to the Company or any of its subsidiaries

which has had, nor does the Company have any knowledge of any tax

deficiency which, if determined adversely to the Company or any of its

subsidiaries, might have, a Material Adverse Effect.

(xxv) Internal Controls. The Company (A) makes and keeps

accurate books and records and (B) maintains internal accounting

controls which provide reasonable assurance that (i) transactions are

executed in accordance with management's authorization, (ii)

transactions are recorded as necessary to permit preparation of its

financial statements and to maintain accountability for its assets,

(iii) access to its assets is permitted only in accordance with

management's authorization and (iv) the reported accountability for its

assets is compared with existing assets at reasonable intervals.

(xxvi) No Unlawful Payments. To the best of the Company's

knowledge after due inquiry, neither the Company nor any of its

subsidiaries, nor any director, officer, agent, employee or other

person associated with or acting on behalf of the Company or any of its

subsidiaries, has used any corporate funds for any unlawful

contribution, gift, entertainment or other unlawful expense relating to

political activity; made any direct or indirect unlawful payment to any

foreign or domestic government official or employee from corporate

funds; violated or is in violation of any provision of the Foreign

Corrupt Practices Act of 1977; or made any bribe, rebate, payoff,

influence payment, kickback or other unlawful payment.

<PAGE>

(xxvii) No Brokerage Commission; Finder's Fee. To the best of

the Company's knowledge after due inquiry, there are no contracts,

agreements or understandings between the Company and any person that

would give rise to a valid claim against the Company or any Initial

Purchaser for a brokerage commission, finder's fee or other like

payment in connection with this offering.

(xxviii) Dividend Payments. No Material Subsidiary of the

Company is currently prohibited, directly or indirectly, under any

agreement or other instrument to which it is a party or is subject,

from paying any dividends to the Company, from making any other

distribution on such Material Subsidiary's capital stock or from

repaying to the Company any loans or advances to such Material

Subsidiary from the Company.

(xxix) Similar Offering. Neither the Company nor any of its

affiliates, as such term is defined in Rule 501(b) under the 1933 Act

(each, an "Affiliate"), has, directly or indirectly, solicited any

offer to buy, sold or offered to sell or otherwise negotiated in

respect of, or will solicit any offer to buy, sell or offer to sell or

otherwise negotiate in respect of, in the United States or to any

United States citizen or resident, any security which is or would be

integrated with the sale of the Notes in a manner that would require

the Notes to be registered under the 1933 Act.

(xxx) Rule 144A Eligibility. The Notes are eligible for

resale pursuant to Rule 144A and will not be, at the Closing Time, of

the same class as securities listed on a national securities exchange

registered under Section 6 of the 1934 Act, or quoted in a U.S.

automated interdealer quotation system.

(xxxi) No Directed Selling Efforts. With respect to those

offered Securities sold in reliance on Regulation S, (A) none of the

Company, its Affiliates or any person acting on its or their behalf

(other than the Initial Purchasers, as to whom the Company makes no

representation) has engaged or will engage in any directed selling

efforts within the meaning of Regulation S and (B) each of the Company

and its Affiliates and any person acting on its or their behalf (other

than the Initial Purchasers, as to whom the Company makes no

representation) has complied and will comply with the offering

restrictions requirement of Regulation S.

(xxxii) No General Solicitation or General Advertising. None

of the Company, its Affiliates or any person acting on its or any of

their behalf (other than the Initial Purchasers and their respective

Affiliates, as to whom the Company makes no representation) has engaged

or will engage, in connection with the offering of the Notes, in any

form of general solicitation or general advertising within the meaning

of Rule 502(c) under Regulation D of the 1933 Act.

(xxxiii) No Registration Required. Subject to compliance by

the Initial Purchasers with the representations and warranties and the

procedures set forth in Section 6 hereof, it is not necessary in

connection with the offer, sale and delivery of the Notes to the

Initial Purchasers and the initial resale by the Initial Purchasers to

each Subsequent Purchaser in the manner contemplated by this Agreement

and the Offering Memorandum to register the Notes under the 1933 Act or

to qualify the Indenture under the 1939 Act.

<PAGE>

(xxxiv) Reporting Company. The Company is subject to and in

compliance with the reporting requirements of Section 13 or Section

15(d) of the 1934 Act.

(xxxv) Sarbanes-Oxley Compliance. There is and has been no

failure in any material respect on the part of the Company or, to the

Company's knowledge, any of the Company's directors or officers in

their capacities as such, to comply with any provision of the

Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in

connection therewith (the "Sarbanes-Oxley Act"), including Section 402

related to loans and Sections 302 and 906 related to certifications.

(xxxvi) Reclassification. The reclassifications in the

amounts of $4.0 million, $5.0 million, $5.0 million and $5.8 million

and $5.3 million for the five years ended May 31, 2003, and $1.7

million for the three-month-period ended August 31, 2002, from the

Company's selling, general and administrative expenses to cost of sales

as presented in the Offering Memorandum do not reflect a material

change to the Company's audited and unaudited consolidated financial

statemen

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