Purchase Agreement

In connection with the sale of the Notes, the Company has prepared a preliminary offering memorandum, dated March 14, 2005 (the “ Preliminary Memorandum ”) and a final offering memorandum, dated the date hereof (the “ Final Memorandum ” and, with the Preliminary Memorandum, each a “ Memorandum ”).  Each Memorandum sets forth certain information concerning the Company, the Notes, the Transaction Documents and the Transactions.  The Company hereby confirms that it has authorized the use of the Preliminary Memorandum and the Final Memorandum, and any amendment or supplement thereto, in connection with the offer and sale of the Notes by the Initial Purchasers.  As used herein, the term “Memorandum” shall include, except where specifically noted, in each case the documents incorporated by reference therein. The terms “supplement”, “amendment” and “amend” as used herein with respect to a Memorandum shall include all documents deemed to be incorporated by reference in the Preliminary Memorandum or Final Memorandum that are filed subsequent to the date of such Memorandum with the Securities and Exchange Commission (the “ Commission ”) pursuant to the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”). The obligations of the several Initial Purchasers under this Agreement shall be several and not joint.

1.              The Company represents and warrants to, and agrees with, each of the Initial Purchasers that:

(a)            The Preliminary Memorandum does not contain, and the Final Memorandum, in the form used by the Initial Purchasers to confirm sales and on the Closing Date, and any amendment or supplement thereto, does not and will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided , however , that the representations or warranties set forth in this paragraph shall not apply to statements in or omissions from either Memorandum made in reliance upon and in conformity with information furnished in writing to the Company by the Initial Purchasers expressly for use therein. The parties hereto agree and acknowledge that the Preliminary Memorandum does not contain any pricing terms relating to the Notes. The statistical and industry data included in each Memorandum are based on or derived from sources that the Company believes to be reliable and accurate;

(b)            The documents incorporated by reference in the Memorandum, when they were filed with the Commission, conformed in all material respects to the requirements of the Exchange Act and the rules and regulations of the Commission thereunder, and none of such documents contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and any further documents so filed and incorporated by reference in the Memorandum, when such documents are filed with the Commission, will conform in all material respects to the requirements of the

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Exchange Act and the rules and regulations of the Commission thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;

(c)            [Reserved];

(d)            Neither the Company nor any of its subsidiaries has sustained since the date of the latest audited financial statements included or incorporated by reference in the Memorandum any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Memorandum; and, since the respective dates as of which information is given in the Memorandum, there has not been any material change in the capital stock or long-term debt of the Company or any of its subsidiaries or any material adverse change, or any development involving a prospective material adverse change, in or affecting the general affairs, management, financial position, shareholders’ equity or results of operations of the Company and its subsidiaries, otherwise than as set forth or contemplated in the Memorandum;

(e)            The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, with power and authority (corporate and other) to own its properties and conduct its business as described in the Final Memorandum;

(f)             The Company has an authorized capitalization as set forth in the Final Memorandum, and all of the issued shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable;

(g)            When the Officers’ Certificate is executed and delivered on the Closing Date (as defined in Section 2 hereof), the Notes will have been duly authorized, and, when the Notes are issued and delivered pursuant to this Agreement on the Closing Date, the Notes will have been duly executed, authenticated, issued and delivered and will constitute valid and legally binding obligations of the Company entitled to the benefits provided by the Indenture and the Registration Rights Agreement; when the Officers’ Certificate is executed and delivered on the Closing Date, the Exchange Notes (as defined in the Registration Rights Agreement) will have been duly authorized and, when executed, authenticated, issued and delivered in the manner provided for in the Registration Rights Agreement and the Indenture, will constitute valid and legally binding obligations of the Company entitled to the benefits provided by the Indenture; the Indenture

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has been duly authorized, conforms in all material respects to the requirements of the Trust Indenture Act of 1939, as amended (the “ Trust Indenture Act ”), applicable to an indenture that is qualified thereunder and constitutes a valid and legally binding instrument, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles; and the Indenture conforms, and the Notes and the Exchange Notes will conform, to the descriptions thereof contained in the Final Memorandum; the Company has all requisite corporate power and authority to execute and deliver the Officers’ Certificate and perform its obligations thereunder; and the Officers’ Certificate has been duly authorized by the Company and, on the Closing Date, will have been duly executed and delivered by the Company;

(h)            The issue and sale of the Notes and the compliance by the Company with all of the provisions of this Agreement and other Transaction Documents, and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company is a party or by which the Company is bound or to which any of the property or assets of the Company is subject, except to the extent that any such breach, violation or default will not have a material adverse effect on the consolidated financial position, shareholders’ equity or results of operations of the Company and its subsidiaries, nor will such action result in any violation of the provisions of the Articles of Incorporation or By-laws of the Company or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its properties; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Notes or the consummation by the Company of the transactions contemplated by the Transaction Documents, except such consents, approvals, authorizations, orders, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Notes by the Initial Purchasers, and except such consents, approvals, authorizations, orders, registrations or qualifications as may be required under Federal securities laws and state securities or Blue Sky laws and the Trust Indenture Act with respect to the Company’s obligations under the Registration Rights Agreement;

(i)             The statements set forth in the Final Memorandum under the caption “Description of the Notes”, insofar as it purports to constitute a summary of the terms of the Notes, and under the captions “Exchange Offer; Registration Rights”, “Notice to Investors” and “Plan of Distribution”, and the statements set forth in the Company’s Annual Report on Form 10-K for

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the year ended December 31, 2004 incorporated by reference in the Final Memorandum under the caption “Item 3 - Legal Proceedings”, in each case insofar as they purport to describe the provisions of the laws and documents referred to therein, are accurate, complete and fair in all material respects; provided, however , that this representation and warranty shall not apply to any statements or omissions made in reliance upon or in conformity with information furnished in writing to the Company by the Initial Purchasers through the Representatives expressly for use in the Final Memorandum;

(j)             The Company is not in violation of its Articles of Incorporation or By-laws and no subsidiary of the Company is in material violation of its Certificate of Incorporation or By-laws, and neither the Company nor any of its subsidiaries is in default in the performance or observance of any obligation, agreement, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, except to the extent that any such default will not have a material adverse effect on the consolidated financial position, shareholders’ equity or results of operations of the Company and its subsidiaries;

(k)            Other than as set forth in the Memorandum, there are no legal or governmental proceedings pending to which the Company or any of its subsidiaries is a party or of which any property of the Company or any of its subsidiaries is the subject which would reasonably be expected, individually or in the aggregate, to have a material adverse effect on the current or future consolidated financial position, shareholders’ equity or results of operations of the Company and its subsidiaries; and, to the best of the Company’s knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others;

(l)             The Company is not and, after giving effect to the offering and sale of the Notes and the application of the proceeds thereof as described in the Final Memorandum, will not 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 (the “ Investment Company Act ”);

(m)           PricewaterhouseCoopers LLP, who have certified certain financial statements of the Company and its subsidiaries, are independent registered public accountants as required by the Exchange Act and the rules and regulations of the Commission thereunder;

(n)            The Company and its subsidiaries own, or possess adequate rights to, all material patents, trademarks, service marks and proprietary rights or information necessary for the conduct of their businesses as

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described in the Memorandum, and the Company has not received any notice of infringement of or conflict with the asserted rights of others in that respect, and does not know of any basis therefor, which, if determined adversely to the Company or any of its subsidiaries would individually or in the aggregate have a material effect on the consolidated financial position, shareholders’ equity or results of operations of the Company and its subsidiaries;

(o)            There has been no storage, disposal, generation, manufacture, refinement, transportation, handling or treatment of toxic 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 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 would not be reasonably likely to have, singularly or in the aggregate with all such violations and remedial actions, a material adverse effect on the consolidated financial position, shareholders’ equity or results of operations of the Company and its subsidiaries; 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, 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 on the consolidated financial position, shareholders’ equity or results of operations of the Company and its subsidiaries;

(p)            The only subsidiaries of the Company that are “significant subsidiaries” as defined in Rule 1-02(v) of Regulation S-X under the Securities Act are Morgan Adhesives Company, Curwood, Inc., Banner Packaging, Inc., and Milprint, Inc. and Dixie Toga S.A.;

(q)            Each of Morgan Adhesives Company, Curwood, Inc., Banner Packaging, Inc., and Milprint, Inc. has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, with corporate power and authority to own its properties and conduct its business as described in the Final Memorandum; and Dixie Toga S.A. is validly existing as a corporation under the laws of the jurisdiction of its incorporation; and, except as set forth in the Final

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Memorandum, all of the issued and outstanding shares of capital stock of Morgan Adhesives Company, Curwood, Inc., Banner Packaging, Inc., and Milprint, Inc., and over 99% of the issued and outstanding shares of common stock of Dixie Toga S.A., are owned directly by the Company free and clear of all liens, encumbrances, equities and claims;

(r)             Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D under the Securities Act, each an “ Affiliate ”) has directly, or through any agent, (i) sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act) which is or will be integrated with the sale of the Notes in a manner that would require the registration under the Securities Act of the Notes or (ii) offered, solicited offers to buy or sold the Notes by any form of general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act;

(s)            None of the Company or any of its Affiliates has taken, directly or indirectly, any action designed to cause or result in, or which has constituted or which might reasonably 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;

(t)             The Notes satisfy the eligibility requirements of Rule 144A(d)(3) under the Securities Act; the Company is in full compliance with the reporting requirements of Section 13 or Section 15(d) of the Exchange Act;

(u)            Based on the representations and warranties of the Initial Purchasers and compliance with the covenants by the Initial Purchasers as set forth in Section 6 of this Agreement, it is not necessary in connection with the offer, sale and delivery of the Notes to the Initial Purchasers in the manner contemplated by this Agreement and disclosed in the Preliminary Memorandum and the Final Memorandum to register the Notes under the Securities Act or to qualify the Indenture under the Trust Indenture Act;

(v)            This Agreement has been duly authorized, executed and delivered by the Company; the Registration Rights Agreement has been duly authorized by the Company and, at the Closing Date, will have been duly executed and delivered by the Company and will constitute a valid and legally binding instrument, enforceable against the Company in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles and except as the enforceability of provisions that purport to provide for indemnification and contribution may be limited under certain circumstances by applicable law;

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(w)           There is and has been no failure on the part of the Company or 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; and

(x)             The Company and each of its subsidiaries maintains a system of internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and the Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15 and 15d-15 under the Exchange Act).

Each certificate signed by any officer of the Company and delivered to the Initial Purchasers or their counsel shall be deemed to be a representation and warranty by the Company to the Initial Purchasers as to the matters covered thereby.

2.              On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell $300,000,000 aggregate principal amount of Notes, and each of the Initial Purchasers, severally and not jointly, agree to purchase from the Company the principal amount of Notes set forth opposite the name of such Initial Purchaser in Schedule I hereto at a purchase price equal to 99.002% of the principal amount thereof (the “ Purchase Price ”).  One or more certificates in definitive form or global form, as instructed by the Representatives, and in such denomination or denominations and registered in such name or names as the Representatives request upon notice to the Company not later than one full business day prior to the Closing Date (as defined below), shall be delivered by or on behalf of the Company to the Representatives for the respective accounts of the Initial Purchasers, with any transfer taxes payable in connection with the transfer of the Notes to the Initial Purchasers duly paid, against payment by or on behalf of the Initial Purchasers of the Purchase Price therefor by wire transfer in Federal or other funds immediately available to the account of the Company.  Such delivery of and payment for the Notes shall be made at the offices of Davis Polk & Wardwell (“ Counsel for the Initial Purchasers ”), 450 Lexington Avenue, New York, New York at 10:00 A.M., New York City time, on March 17, 2005, or at such other place, time or date as the Representatives and the Company may agree upon, such time and date of delivery against payment being herein referred to as the “ Closing Date ”.  The Company will make such certificate or certificates for the Notes available for examination by the Initial Purchasers at the New York City offices of Counsel for the Initial

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Purchasers not later than 10:00 A.M., New York City time on the business day prior to the Closing Date.

3.              The Company agrees with each of the Initial Purchasers of Notes:

(a)            Promptly from time to time the Company shall take such action as the Representatives may reasonably request to qualify the Notes for offering and sale under the securities laws of such jurisdictions as the Representatives may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Notes, provided that in connection therewith the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction;

(b)            The Company shall prepare the Final Memorandum in the form approved by the Representatives and not amend or supplement the Final Memorandum, including by filing documents under the Exchange Act which are incorporated by reference therein, without first furnishing to the Representatives a copy of such proposed amendment or supplement or filing and shall not use or file any amendment or supplement to which the Representatives may object;

(c)            Prior to 10:00 a.m., New York City time, on the business day next succeeding the date of this Agreement and during the period referred to below, the Company shall furnish to the Initial Purchasers and to Counsel for the Initial Purchasers without charge, as many copies of the Final Memorandum and any amendments and supplements thereto as they reasonably may request;

(d)            At any time prior to the completion of the distribution of the Notes by the Initial Purchasers, if any event shall have occurred or condition exists as a result of which the Final Memorandum would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend or supplement the Final Memorandum or to file under the Exchange Act any document incorporated by reference in the Final Memorandum, in each case to comply with applicable law, the Company shall notify the Representatives and upon their request file such document and prepare and furnish without charge to each Initial Purchaser and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of the Final Memorandum as so amended or supplemented which will correct such statement or omission or effect compliance with applicable law;

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(e)            At any time prior to the completion of the distribution of the Notes by the Initial Purchasers, the Company will notify the Initial Purchasers of (i) any decrease in the rating of the Notes or any other debt securities of the Company by any nationally recognized statistical rating organization (as defined in Rule 436(g)(2) under the Securities Act) or (ii) any notice or public announcement given of any intended or potential decrease in any such rating or that any such securities rating agency has under surveillance or review, with possible negative implications, its rating of the Notes, as soon as the Company becomes aware of any such decrease, notice or public announcement;

(f)             The Company will not, and will not permit any of its Affiliates to, resell any of the Notes that have been acquired by any of them, other than pursuant to an effective registration statement under the Securities Act or in accordance with Rule 144 under the Securities Act;

(g)            None of the Company or any of its Affiliates, nor any person acting on its or their behalf (other than the Initial Purchasers or any of their respective Affiliates, as to which no statement is made), will solicit any offer to buy or offer to sell the Notes by means of any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act;

(h)            None of the Company or any of its Affiliates, nor any person acting on its or their behalf (other than the Initial Purchasers or any of their respective Affiliates, as to which no statement is made), will sell, offer for sale, solicit offers to buy or otherwise negotiate in respect of, any security (as defined in the Securities Act) which could be integrated with the sale of the Notes in a manner that would require registration of the Notes under the Securities Act;

(i)             So long as any of the Notes are “restricted securities” within the meaning of the Securities Act, at any time that the Company is not then subject to Section 13 or 15(d) of the Exchange Act, the Company will provide at its expense to each holder of the Notes and to each prospective purchaser (as designated by such holder) of the Notes, upon the request of such holder or prospective purchaser, any information required to be provided by Rule 144A(d)(4) under the Securities Act;

(j)             During the period beginning from the date hereof and continuing to and including the later of (i) the termination of trading restrictions for the Notes, as notified to the Company by the Representatives and (ii) the Closing Date, the Company will not offer, sell, contract to sell or otherwise dispose of any debt securities of the Company which mature more

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than one year after such Closing Date and which are substantially similar to the Notes, without the prior written consent of the Representatives; and

(k)            The Company shall not take, directly or indirectly, any action designed to cause or result in, or that could reasonably 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.

4.              The Company covenants and agrees wi