<PAGE>   1

                                  $200,000,000

                              WARNER CHILCOTT, INC.

                             WARNER CHILCOTT PUBLIC
                                 LIMITED COMPANY

                       12(epsilon)% Senior Notes Due 2008

                               PURCHASE AGREEMENT

                                                               February 11, 2000

CREDIT SUISSE FIRST BOSTON CORPORATION
 As Representative of the Several Purchasers,
  Eleven Madison Avenue,
   New York, N.Y. 10010-3629

Dear Sirs:

      1. Introductory. Warner Chilcott, Inc., a Delaware corporation (the
"Company"), proposes, subject to the terms and conditions stated herein, to
issue and sell to Credit Suisse First Boston Corporation ("CSFBC") and the
several other initial purchasers named in Schedule A hereto (the "Purchasers")
U.S.$200,000,000 principal amount of its 12(epsilon)% Senior Notes due 2008
("Offered Securities") to be issued under an indenture, dated as of February 15,
2000 (the "Indenture"), among the Company, Warner Chilcott Public Limited
Company, the owner of 100% of the capital stock of the Company (the
"Guarantor"), and The Bank of New York, as Trustee. The obligations of the
Issuer under the Indenture and the Offered Securities will be fully and
unconditionally guaranteed on a senior basis by the Guarantor (the "Guaranty").
The United States Securities Act of 1933 is herein referred to as the
"Securities Act."

      The Company has entered into an Asset Purchase Agreement dated as of
January 26, 2000 (the "BMS Agreement") to acquire Estrace(R) vaginal cream,
Ovcon(R) 35 oral contraceptive and Ovcon(R) 50 oral contraceptive (collectively,
the "Product Lines") from Bristol-Myers Squibb Company ("BMS") for total
consideration of $180 million (the "Acquisition"). In connection with
Acquisition, the Company and BMS have entered into two Transitional Services and
Supply Agreements, each dated as of January 26, 2000. with respect to the
Product Lines (collectively the "Supply Agreements"). The Acquisition is subject
to the satisfaction or waiver of certain conditions and, accordingly, there can
be no assurance that the Acquisition will be completed on the terms and
conditions set forth in the BMS Agreement, or at all.

      Each of the Company and the Guarantor hereby agrees with the several
Purchasers as follows:

      2. Representations and Warranties of the Company and the Guarantor. Each
of the Company and the Guarantor, jointly and severally, represents and warrants
to, and agrees with, the Purchasers that:

                  (a) A preliminary offering circular and an offering circular
            relating to the Offered Securities to be offered by the Purchasers
            have been prepared by the Company. Such preliminary offering
            circular (the "Preliminary Offering Circular") and offering circular
            (the "Offering Circular"), as supplemented as of the date of this
            Agreement, together with the documents listed in Schedule B hereto
            and any other document approved by the Company or the Guarantor for
            use in connection with the contemplated resale of the Offered
            Securities are hereinafter collectively referred to as the "Offering
            Document". On the date of this Agreement, the Offering Document
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            does not include any 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. The preceding sentence does not apply to
            statements in or omissions from the Offering Document based upon
            written information furnished to the Company by any Purchaser
            through Credit Suisse First Boston Corporation ("CSFBC")
            specifically for use therein. it being understood and agreed that
            the only such information is that described as such in Section 7(b)
            hereof. Except as disclosed in the Offering Document, on the date of
            this Agreement, the Guarantor's Annual Report on Form 10-K most
            recently filed with the Securities and Exchange Commission (the
            "Commission") and all subsequent reports (collectively, the
            "Exchange Act Reports") which have been filed by the Guarantor with
            the Commission or sent to stockholders pursuant to the Securities
            Exchange Act of 1934 (the "Exchange Act") do not include any untrue
            statement of a material fact or omit to state any material fact
            necessary to make the statements therein, in the light of the
            circumstances under which they were made, not misleading. Such
            documents, 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.

                  (b) The Company has been duly incorporated and is an existing
            corporation under the laws of the State of Delaware, with power and
            authority to own its properties and conduct its business as
            described in the Offering Document; and the Company is duly
            qualified to do business as a foreign corporation in good standing
            in all other jurisdictions in which its ownership or lease of
            property or the conduct of its business requires such qualification,
            except where the failure to so qualify to be in good standing would
            not reasonably be expected to have, individually or in the
            aggregate, a material adverse effect on the condition (financial or
            other), business, properties or results of operations of the
            Guarantor and the Guarantor's subsidiaries taken as a whole
            ("Material Adverse Effect").

                  (c) The Guarantor has been duly incorporated and is an
            existing public limited company under the laws of the Republic of
            Ireland, with power and authority to own its properties and conduct
            its business as described in the Offering Document; and the
            Guarantor is duly qualified to do business as a foreign corporation
            in good standing in all other jurisdictions in which its ownership
            or lease of property or the conduct of its business requires such
            qualification, except where the failure to so qualify to be in good
            standing would not reasonably be expected to have, individually or
            in the aggregate, a Material Adverse Effect.

                  (d) The Company has no subsidiaries. Each subsidiary of the
            Guarantor (other than the Company) has been duly incorporated and is
            an existing 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 Offering Document; and each subsidiary of the
            Guarantor is duly qualified to do business as a foreign corporation
            in good standing in all other jurisdictions in which its ownership
            or lease of property or the conduct of its business requires such
            qualification, except where the failure to so qualify to be in good
            standing would not reasonably be expected to have, individually or
            in the aggregate, a Material Adverse Effect; all of the issued and
            outstanding capital stock of each subsidiary of the Guarantor,
            including the Company, has been duly authorized and validly issued
            and is fully paid and nonassessable; and the capital stock of each
            subsidiary (including the Company) owned by the Guarantor, directly
            or through subsidiaries, is owned free from liens, encumbrances and
            defects. Schedule C sets forth a true, correct and complete list of
            all subsidiaries of the Guarantor.

                  (e) The Indenture has been duly authorized; the Offered
            Securities have been duly authorized; and when the Offered
            Securities are delivered and paid for pursuant to this Agreement on
            the Closing Date (as defined below), the Indenture will have been
            duly executed and delivered, such Offered Securities will have been
            duly executed, authenticated, issued and delivered and will conform
            to the description thereof contained in the Offering Document and
            the Indenture and such Offered Securities will constitute valid and
            legally binding obligations of the Company,


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            enforceable in accordance with their terms, subject to bankruptcy,
            insolvency, fraudulent transfer, reorganization, moratorium and
            similar laws of general applicability relating to or affecting
            creditors' rights and to general equity principles.

                  (f) The Guaranty has been duly authorized; and when the
            Offered Securities are delivered and paid for pursuant to this
            Agreement on the Closing Date, the Guaranty will conform to the
            description thereof contained in the Offering Document and the
            Guaranty will constitute the valid and legally binding obligation of
            the Guarantor, enforceable in accordance with its terms, subject to
            bankruptcy, insolvency, fraudulent transfer, reorganization,
            moratorium and similar laws of general applicability relating to or
            affecting creditors' rights and to general equity principles.

                  (g) The Registration Rights Agreement dated the date hereof,
            among the Company, the Guarantor and the Purchasers (the
            "Registration Rights Agreement"), conforms to the description
            thereof contained in the Offering Document and the Registration
            Rights Agreement, when the Offered Securities are delivered and paid
            for pursuant to this Agreement on the Closing Date, will constitute
            the valid and legally binding obligation of the Company and the
            Guarantor, enforceable in accordance with its terms, subject to
            bankruptcy, insolvency, fraudulent transfer, reorganization,
            moratorium and similar laws of general applicability relating to or
            affecting creditors' rights and to general equity principles.

                  (h) Except as disclosed in the Offering Document, there are no
            contracts, agreements or understandings between the Company or the
            Guarantor on the one hand and any person on the other hand that
            would give rise to a valid claim against the Company, the Guarantor
            or the Purchasers for a brokerage commission, finder's fee or other
            like payment with respect to the transactions contemplated by this
            Agreement or the Registration Rights Agreement.

                  (i) No consent, approval, authorization, or order of, or
            filing with, any governmental agency or body or any court is
            required for the consummation of the transactions contemplated by
            this Agreement (including the issuance of the Offered Securities and
            the making of the Guaranty) and the Registration Rights Agreement in
            connection with the issuance and sale of the Offered Securities by
            the Company except for the order of the Commission declaring the
            Exchange Offer Registration Statement or the Shelf Registration
            Statement (each as defined in the Registration Rights Agreement)
            effective.

                  (j) Except as disclosed in the Offering Document, under
            current laws and regulations of the Republic of Ireland and any
            political subdivision thereof, all interest, principal, premium, if
            any, and other payments due or made on the Guaranty may be paid by
            the Guarantor to the holder thereof in United States dollars or
            Irish pounds that may be converted into foreign currency and freely
            transferred out of the Republic of Ireland and all such payments
            made to holders thereof who are non-residents of the Republic of
            Ireland will not be subject to income, withholding or other taxes
            under laws and regulations of the Republic of Ireland or any
            political subdivision or taxing authority thereof or therein and
            will otherwise be free and clear of any other tax, duty, withholding
            or deduction in the Republic of Ireland or any political subdivision
            or taxing authority thereof or therein and without the necessity of
            obtaining any governmental authorization in Ireland or any political
            subdivision or taxing authority thereof or therein.

                  (k) The execution, delivery and performance of the Indenture,
            the Guaranty, this Agreement and the Registration Rights Agreement,
            and the issuance and sale of the Offered Securities and compliance
            with the terms and provisions thereof will not result in a breach or
            violation of any of the terms and provisions of, or constitute a
            default under, any statute, any rule, regulation or order of any
            governmental agency or body or any court, domestic or foreign,
            having jurisdiction over the Company, the Guarantor or any
            subsidiary of the Guarantor or any of their properties, or any
            agreement or instrument to which the Company, the Guarantor or any
            such


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            subsidiary is a party or by which the Company, the Guarantor or any
            such subsidiary is bound or to which any of the properties of the
            Company, the Guarantor or any such subsidiary is subject, or the
            charter or by-laws of the Company, the Guarantor or any such
            subsidiary. The Company has full power and authority to authorize,
            issue and sell the Offered Securities and the Guarantor has full
            power and authority to guarantee the obligations of the Company
            under the Indenture and the Offered Securities.

                  (l) This Agreement and the Registration Rights Agreement have
            been duly authorized, executed and delivered by the Company and the
            Guarantor.

                  (m) Except as disclosed in the Offering Document, the Company,
            the Guarantor and the Guarantor's subsidiaries have good and
            marketable title to all real properties and all other properties and
            assets owned by them, in each case free from liens, encumbrances and
            defects that would materially affect the value thereof or materially
            interfere with the use made or to be made thereof by them; and
            except as disclosed in the Offering Document, the Company, the
            Guarantor and the Guarantor's subsidiaries hold any leased real or
            personal property under valid and enforceable leases with no
            exceptions that would materially interfere with the use made or to
            be made thereof by them.

                  (n) The Company, the Guarantor and the Guarantor's
            subsidiaries possess adequate certificates, authorities or permits
            issued by appropriate governmental agencies or bodies necessary to
            conduct the business now operated by them and to be operated by them
            immediately following the Acquisition and have not received any
            notice of proceedings relating to the revocation or modification of
            any such certificate, authority or permit that, if determined
            adversely to the Company, the Guarantor or any of the Guarantor's
            subsidiaries, would individually or in the aggregate, have a
            Material Adverse Effect.

                  (o) No labor dispute with the employees of the Company, the
            Guarantor or any subsidiary of the Guarantor exists or, to the
            knowledge of the Company or the Guarantor, is imminent that might
            have a Material Adverse Effect.

                  (p) The Company, the Guarantor and the Guarantor's
            subsidiaries own, possess or can acquire on reasonable terms,
            adequate trademarks, trade names and other rights to inventions,
            know-how, patents, copyrights, confidential information and other
            intellectual property (collectively, "intellectual property rights")
            necessary to conduct the business now operated by them, or presently
            employed by them, and have not received any notice of infringement
            of or conflict with asserted rights of others with respect to any
            intellectual property rights that, if determined adversely to the
            Company, the Guarantor or any of the Guarantor's subsidiaries, would
            individually or in the aggregate have a Material Adverse Effect.

                  (q) None of the Company, the Guarantor or any of the
            Guarantor's subsidiaries is (i) in violation of its charter or
            statute as applicable, or by-laws (or other similar organizational
            documents), (ii) in default in the performance or observation 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 it
            is a party or by which any of them may be bound, or to which any of
            its property or assets is subject except for such defaults that
            would not result in a Material Adverse Effect or (iii) in violation
            of 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,
            the Guarantor or any of its subsidiaries or any of their assets or
            properties, except as disclosed in the Offering Document.
            Specifically, and without limiting the foregoing, except as
            disclosed in the Offering Document, none of the Company, the
            Guarantor or any of the Guarantor's subsidiaries is in violation of
            any statute, any rule, regulation, decision or order of any
            governmental agency or body or any court, domestic or foreign,
            relating to the use, disposal or release of hazardous or


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            toxic substances or relating to the protection or restoration of the
            environment or human exposure to hazardous or toxic substances
            (collectively, "environmental laws"), owns or operates any real
            property contaminated with any substance that is subject to any
            environmental laws, is liable for any off-site disposal or
            contamination pursuant to any environmental laws, or is subject to
            any claim relating to any environmental laws, which violation,
            contamination, liability or claim would individually or in the
            aggregate have a Material Adverse Effect; and neither the Company
            nor the Guarantor is aware of any pending investigation which might
            lead to such a claim.

                  (r) Except as disclosed in the Offering Document, there are no
            pending actions, suits or proceedings against or affecting the
            Company, the Guarantor or any of the Guarantor's subsidiaries or any
            of their respective properties that, if determined adversely to the
            Company, the Guarantor or any of the Guarantor's subsidiaries, would
            individually or in the aggregate have a Material Adverse Effect, or
            would materially and adversely affect the ability of the Company and
            the Guarantor to perform their respective obligations under the
            Indenture, this Agreement, the Guaranty or the Registration Rights
            Agreement, or which are otherwise material in the context of the
            sale of the Offered Securities; and no such actions, suits or
            proceedings are threatened or, to the Company's or the Guarantor's
            knowledge, contemplated.

                  (s) The financial statements of the Guarantor and its
            consolidated subsidiaries included in the Offering Document present
            fairly the financial position of the Guarantor and its consolidated
            subsidiaries as of the dates shown and their results of operations
            and cash flows for the periods shown, the special purpose historical
            statements of net sales and product contribution of the Product
            Lines included in the Offering Document present fairly the net sales
            and product contribution of the Product Lines for the periods shown,
            and, except as otherwise disclosed in the Offering Document, such
            financial statements have been prepared in conformity with the
            generally accepted accounting principles in the United States
            applied on a consistent basis; the assumptions used in preparing the
            pro forma financial statements included in the Offering Document
            provide a reasonable basis for presenting the significant effects
            directly attributable to the transactions or events described
            therein, the related pro forma adjustments give appropriate effect
            to those assumptions, and the pro forma columns therein reflect the
            proper application of those adjustments to the corresponding
            historical financial statement amounts; and to the best knowledge of
            the Company and the Guarantor, there has been no material adverse
            change in the net sales and product contribution of the Product
            Lines for the period commencing October 1, 1999 through the date
            hereof.

                  (t) Except as disclosed in the Offering Document, since the
            date of the latest audited financial statements of the Guarantor and
            its consolidated subsidiaries included in the Offering Document
            there has been no material adverse change, nor any development or
            event involving a prospective material adverse change, in the
            condition (financial or other), business, properties or results of
            operations of the Company, the Guarantor and the Guarantor's
            subsidiaries taken as a whole, and, except as disclosed in or
            contemplated by the Offering Document, there has been no dividend or
            distribution of any kind declared, paid or made by the Company or
            the Guarantor on any class of its capital stock.

                  (u) To the best knowledge of the Guarantor, except as
            disclosed in the Offering Document, since the date of the latest
            audited special purpose historical statements of net sales and
            product contribution of the Product Lines included in the Offering
            Document there has been no material adverse change, nor any
            development or event involving a prospective material adverse
            change, in the condition (financial or other), business, properties
            or results of operations of the Product Lines.

                  (v) Neither the Company nor the Guarantor is an open-end
            investment company, unit investment trust or face-amount certificate
            company that is or is required to be registered under Section 8 of
            the United States Investment Company Act of 1940 (the "Investment
            Company


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            Act"); and neither the Company nor the Guarantor is and, after
            giving effect to the offering and sale of the Offered Securities and
            the application of the proceeds thereof as described in the Offering
            Document, neither will be an "investment company" as defined in the
            Investment Company Act.

                  (w) No securities of the same class (within the meaning of
            Rule 144A(d)(3) under the Securities Act) as the Offered Securities
            are listed on any national securities exchange registered under
            Section 6 of the Exchange Act or quoted in a U.S. automated
            inter-dealer quotation system.

                  (x) Assuming the accuracy of the representations and
            warranties of the Purchasers contained in Section 4 hereof, the
            offer and sale of the Offered Securities in the manner contemplated
            by this Agreement will be exempt from the registration requirements
            of the Securities Act by reason of Section 4(2) thereof and
            Regulation S thereunder; and it is not necessary to qualify an
            indenture in respect of the Offered Securities under the United
            States Trust Indenture Act of 1939, as amended (the "Trust Indenture
            Act").

                  (y) Neither the Company, nor any of its affiliates, nor any
            person acting on its or their behalf (i) has, within the six-month
            period prior to the date hereof, offered or sold in the United
            States or to any U.S. person (as such terms are defined in
            Regulation S under the Securities Act) the Offered Securities or any
            security of the same class or series as the Offered Securities or
            (ii) has offered or will offer or sell the Offered Securities (A) in
            the United States by means of any form of general solicitation or
            general advertising within the meaning of Rule 502(c) under the
            Securities Act or (B) with respect to any such securities sold in
            reliance on Rule 903 of Regulation S ("Regulation S") under the
            Securities Act, by means of any directed selling efforts within the
            meaning of Rule 902(c) of Regulation S. The Company, its affiliates
            and any person acting on its or their behalf have complied and will
            comply with the offering restrictions requirement of Regulation S.
            The Company has not entered and will not enter into any contractual
            arrangement with respect to the distribution of the Offered
            Securities except for this Agreement.

                  (z) The Guarantor is subject to Section 13 or 15(d) of the
            Exchange Act.

                  (aa) The representations, warranties and agreements of the
            Company set forth in the BMS Agreement and the Supply Agreements
            and, to the best knowledge of the Company and the Guarantor after
            due inquiry, the representations, warranties and agreements of BMS
            set forth in the BMS Agreement and the Supply Agreements, are true
            and correct as of the date hereof.

                  (bb) Except as disclosed in the Offering Document, upon the
            completion of the Acquisition, the Company will have good and
            marketable title to the Product Lines, in each case free from liens,
            encumbrances and defects that would materially affect the value
            thereof or materially interfere with the use made or to be made
            thereof by it.

                  (cc) Upon the completion of the Acquisition, the Company will
            own the intellectual property rights necessary to conduct the
            business to be operated by them with respect to the Product Lines as
            described in the Offering Document.

                  (dd) Each of KMPG LLP and KPMG, who have certified certain
            financial statements of the Company, whose report is included in the
            Offering Document and who have delivered the letter referred to in
            Section 6(a) hereof, are independent public accountants as required
            by the Securities Act and the Rules and Regulations (as defined in
            Section 6(a) hereof) during the periods covered by the financial
            statements on which they have reported contained in the Offering
            Document.

                  (ee) The Company, the Guarantor and the Guarantor's
            subsidiaries have filed all tax returns that are required to be
            filed or have duly requested extensions thereof and have paid all


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            taxes required to be paid by any of them and any related
            assessments, fines or penalties, except for any such tax,
            assessment, fine or penalty that is being contested in good faith
            and by appropriate proceedings; and adequate charges, accruals and
            reserves have been provided for in the financial statements referred
            to in Section 2(a) above in respect of all taxes for all periods as
            to which the tax liability of the Company, the Guarantor or any of
            the Guarantor's subsidiaries has not been finally determined or
            remains open to examination by applicable taxing authorities.

                  (ff) Each of the Company and the Guarantor maintain a system
            of internal accounting controls sufficient to provide reasonable
            assurances that (i) transactions are executed in accordance with
            management's general or specific authorization; (ii) transactions
            are recorded as necessary to permit preparation of financial
            statements in conformity with generally accepted accounting
            principles and to maintain accountability for assets; (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. The
            Company, the Guarantor and the Guarantor's subsidiaries have not
            made, and, to the knowledge of the Company and the Guarantor, no
            employee or agent of the Company, the Guarantor or any of the
            Guarantor's subsidiaries has made, any payment of the Company's
            fund, Guarantor's funds or any subsidiary's funds or received or
            retained any funds (i) in violation of the Foreign Corrupt
            Practices Act, as amended, or (ii) in violation of any other
            applicable law, regulation or rule.

                  (gg) No forward-looking statement (within the meaning of
            Section 27A of the Exchange Act) contained in the Offering Document
            has been made or reaffirmed without a reasonable basis or has been
            disclosed other than in good faith.

                  (hh) Each of the Company and the Guarantor is, and immediately
            after the completion of the Acquisition and the issuance of Notes
            will be, Solvent. As used herein, "Solvent" means, on a particular
            date, that on such date (A) the fair market value of the assets of
            each of the Company and the Guarantor is greater than the total
            amount of respective liabilities (including contingent liabilities)
            of the Company and the Guarantor, (B) the present fair salable value
            of the assets of each of the Company and the Guarantor is greater
            than the amount that will be required to pay the probable
            liabilities of the Company and the Guarantor on its debts as they
            become absolute and matured, (C) each of the Company and Guarantor
            is able to realize upon its assets and pay its debts and other
            liabilities, including contingent obligations, as they mature and
            (D) neither the Company nor the Guarantor has an unreasonably small
            capital.

      3. Purchase, Sale and Delivery of Offered Securities. On the basis of the
representations, warranties and agreements herein contained, but subject to the
terms and conditions herein set forth, the Company agrees to sell to the
Purchasers, and the Purchasers agree, severally and not jointly, to purchase
the Offered Securities from the Company, at a purchase price of 95.168% of the
principal amount thereof plus accrued interest, if any, from February 15, 2000
to the Closing Date (as hereinafter defined).

      The Company will deliver against payment of the purchase price the Offered
Securities in the form of one or more permanent global Securities in definitive
form (the "Global Securities") deposited with the Trustee as custodian for The
Depository Trust Company ("DTC") and registered in the name of Cede & Co., as
nominee for DTC. Interests in any permanent global Securities will be held only
in book-entry form through DTC, except in the limited circumstances described
in the Offering Document. Payment for the Offered Securities shall be made by
the Purchaser in federal (same day) funds by official check or checks or wire
transfer to an account at a bank acceptable to CSFBC drawn to the order of the
Company at the office of Kirkland & Ellis at 9:00 A.M. (New York time), on
February 15, 2000, or at such other time not later than seven full business days
thereafter as CSFBC and the Company determine, such time being herein referred
to as the "Closing Date", against delivery to the Trustee as custodian for DTC
of the Global Securities representing all of the Offered Securities. The Global
Securities will be made available for checking at the above office of Kirkland &
Ellis at least 24 hours prior to the Closing Date.


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      4. Representations by Purchasers; Resale by Purchaser. (a) Each Purchaser
severally represents and warrants to the Company that it is an "accredited
investor" within the meaning of Regulation D under the Securities Act.

                  (b) Each Purchaser severally acknowledges that the Offered
            Securities have not been registered under the Securities Act and may
            not be offered or sold within the United States or to, or for the
            account or benefit of, U.S. persons except in accordance with
            Regulation S or pursuant to an exemption from the registration
            requirements of the Securities Act. Each Purchaser severally
            represents and agrees that it has offered and sold the Offered
            Securities, and will offer and sell the Offered Securities only in
            accordance with Rule 903 or Rule 144A under the Securities Act
            ("Rule 144A"). Accordingly, neither such Purchaser nor its
            affiliates, nor any persons acting on its or their behalf, have
            engaged or will engage in any directed selling efforts with respect
            to the Offered Securities, and such Purchaser, its affiliates and
            all persons acting on its or their behalf have complied and will
            comply with the offering restrictions requirement of Regulation S
            and Rule 144A.

                  (c) Each Purchaser severally agrees that it and each of its
            affiliates has not entered and will not enter into any contractual
            arrangement with respect to the distribution of the Offered
            Securities except with the prior written consent of the Company.

                  (d) Each Purchaser severally agrees that it and each of its
            affiliates will not offer or sell the Offered Securities in the
            United States by means of any form of general solicitation or
            general advertising within the meaning of Rule 502(c) under the
            Securities Act, including, but not limited to (i) any advertisement,
            article, notice or other communication published in any newspaper,
            magazine or similar media or broadcast over television or radio, or
            (ii) any seminar or meeting whose attendees have been invited by any
            general solicitation or general advertising. Each Purchaser
            severally agrees, with respect to resales made in reliance on Rule
            144A of any of the Offered Securities, to deliver either with the
            confirmation of such resale or otherwise prior to settlement of such
            resale a notice to the effect that the resale of such Offered
            Securities has been made in reliance upon the exemption from the
            registration requirements of the Securities Act provided by Rule
            144A.

                  (e) Each of the Purchasers severally represents and agrees
            that (i) it has not offered or sold and prior to the date six months
            after the date of issue of the Offered Securities will not offer or
            sell any Offered Securities to persons in the United Kingdom except
            to persons whose ordinary activities involve them in acquiring,
            holding, managing or disposing of investments (as principal or
            agent) for the purposes of their businesses or otherwise in
            circumstances which have not resulted and will not result in an
            offer to the public in the United Kingdom within the meaning of the
            Public Offers of Securities Regulations 1995; (ii) it has complied
            and will comply with all applicable provisions of the Financial
            Services Act 1986 with respect to anything done by it in relation to
            the Offered Securities in, from or otherwise involving the United
            Kingdom; and (iii) it has only issued or passed on and will only
            issue or pass on in the United Kingdom any document received by it
            in connection with the issue of the Offered Securities to a person
            who is of a kind described in Article 11(3) of the Financial
            Services Act 1986 (Investment Advertisements) (Exemptions) Order
            1996 or is a person to whom such document may otherwise lawfully be
            issued or passed on.

      5. Certain Agreements of the Company and the Guarantor. Each of the
Company and the Guarantor, jointly and severally, agrees with the several
Purchasers that:

                  (a) The Company or the Guarantor will advise CSFBC promptly of
            any proposal to amend or supplement the Offering Document and will
            not effect such amendment or supplementation without CSFBC's
            consent. If, at any time prior to the completion of the resale of
            the Offered Securities by the Purchasers, any event occurs as a
            result of which the Offering


                                       8
<PAGE>   9

            Document as then amended or supplemented 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, the
            Company or the Guarantor promptly will notify CSFBC of such event
            and promptly will prepare, at its own expense, an amendment or
            supplement which will correct such statement or omission. Neither
            CSFBC's consent to, nor the Purchasers' delivery to offerees or
            investors of, any such amendment or supplement shall constitute a
            waiver of any of the conditions set forth in Section 6.

                  (b) The Company or the Guarantor will furnish to CSFBC copies
            of any preliminary offering circular, the Offering Document and all
            amendments and supplements to such documents, in each case as soon
            as available and in such quantities as CSFBC requests, and the
            Company or the Guarantor will furnish to CSFBC on the date hereof
            three copies of the Offering Document signed by a duly authorized
            officer of each of the Company and the Guarantor, one of which will
            include the independent accountants' reports therein manually signed
            by such independent accountants. At any time when the Guarantor is
            not subject to Section 13 or 15(d) of the Exchange Act, the Company
            or the Guarantor will promptly furnish or cause to be furnished to
            CSFBC (and, upon request, to each of the other Purchasers) and, upon
            request of holders and prospective purchasers of the Offered
            Securities, to such holders and purchasers, copies of the
            information required to be delivered to holders and prospective
            purchasers of the Offered Securities pursuant to Rule 144A(d)(4)
            under the Securities Act (or any successor provision thereto) in
            order to permit compliance with Rule 144A in connection with resales
            by such holders of the Offered Securities. The Company or the
            Guarantor will pay the expenses of printing and distributing to the
            Purchasers all such documents.

                  (c) The Company will arrange for the qualification of the
            Offered Securities for sale and the determination of their
            eligibility for investment under the laws of such jurisdictions in
            the United States and Canada as CSFBC designates and will continue
            such qualifications in effect so long as required for the resale of
            the Offered Securities by the Purchasers, provided that the Company
            will not be required to qualify as a foreign corporation or to file
            a general consent to service of process in any such state.

                  (d) While any Offered Securities are outstanding, the
            Guarantor will furnish to CSFBC (and, upon request, to each of the
            other Purchasers), (i) the information to be provided to the Trustee
            for the Offered Securities pursuant to the Indenture and (ii) from
            time to time, such other information concerning the Company or the
            Guarantor as CSFBC may reasonably request.

                  (e) During the period of two years after the Closing Date, the
            Company or the Guarantor will, upon request, furnish to CSFBC, each
            of the other Purchasers and any holder of Offered Securities a copy
            of the restrictions on transfer applicable to the Offered
            Securities.

                  (f) During the period of two years after the Closing Date, the
            Company or the Guarantor will not, and will not permit any of its
            affiliates (as defined in Rule 144 under the Securities Act) to,
            resell any of the Offered Securities that have been reacquired by
            any of them.

                  (g) During the period of two years after the Closing Date,
            neither the Company nor the Guarantor will be or become, an open-end
            investment company, unit investment trust or face-amount certificate
            company that is or is required to be registered under Section 8 of
            the Investment Company Act.

                  (h) The Company and the Guarantor will pay all expenses
            incidental to the performance of their obligations under this
            Agreement, the Indenture, the Guaranty and the Registration Rights
            Agreement, including (i) the fees and expenses of the Trustee and
            its professional advisers; (ii) all expenses in connection with the
            execution, issue, authentication, packaging and initial delivery of
            the Offered Securities and, as applicable, the Exchange Securities
            (as defined in the Registration


                                       9
<PAGE>   10

            Rights Agreement), the preparation and printing of this Agreement,
            the Registration Rights Agreement, the Guaranty, the Offered
            Securities, the Indenture, the Offering Document and amendments and
            supplements thereto, and any other document relating to the
            issuance, offer, sale and delivery of the Offered Securities and as
            applicable, the Exchange Securities; (iii) the cost of qualifying
            the Offered Securities for trading in The Portal(SM) Market
            ("PORTAL") and any expenses incidental thereto; (iv) the cost of
            any advertising approved by the Company in connection with the
            issue of the Offered Securities, (v) for any expenses (including
            fees and disbursements of counsel) incurred in connection with
            qualification of the Offered Securities or the Exchange Securities
            for sale under the laws of such jurisdictions in the United States
            and Canada as CSFBC designates and the printing of memoranda
            relating thereto, (vi) for any fees charged by investment rating
            agencies for the rating of the Offered Securities or the Exchange
            Securities, (vii) for expenses incurred in distributing preliminary
            offering circulars and the Offering Document (including any
            amendments and supplements thereto) to the Purchasers and (viii)
            one-half of the fees and disbursements of Purchasers' counsel up to
            a maximum of $250,000. The Company and the Guarantor will also pay
            or reimburse the Purchasers (to the extent incurred by them) for all
            travel expenses of the Purchasers and the Company's officers and
            employees and any other expenses of the Purchasers and the Company
            in connection with attending or hosting meetings with prospective
            purchasers of the Offered Securities from the Purchasers.

                  (i) In connection with the offering, until CSFBC shall have
            notified the Company and the other Purchasers of the completion of
            the resale of their Offered Securities, none of the Company, the
            Guarantor or any of the Guarantor's affiliates has or will, either
            alone or with one or more other persons, bid for or purchase for any
            account in which they or any of their affiliates has a beneficial
            interest any Offered Securities or attempt to induce any person to
            purchase any Offered Securities; and neither they nor any of their
            affiliates will make bids or purchases for the purpose of creating
            actual, or apparent, active trading in, or of raising the price of,
            the Offered Securities.

                  (j) The Guarantor will indemnify and hold harmless the
            Purchasers against any documentary, stamp or similar issuance tax,
            including any interest and penalties, on the creation of the
            Guaranty and on the execution and delivery of this Agreement. All
            payments to be made by the Guarantor hereunder shall be made without
            withholding or deduction for or on account of any present or future
            taxes, duties or governmental charges whatsoever unless the
            Guarantor is compelled by law to deduct or withhold such taxes,
            duties or charges. In that event, the Guarantor shall pay such
            additional amounts as may be necessary in order that the net amounts
            received after such withholding or deduction shall equal the amounts
            that would have been received if no withholding or deduction had
            been made.

      6. Conditions of the Obligations of the Purchasers. The obligations of the
several Purchasers to purchase and pay for the Offered Securities will be
subject to the accuracy of the representations and warranties on the part of the
Company and the Guarantor herein, to the accuracy of the statements of officers
of the Company and the Guarantor made pursuant to the provisions hereof, to the
performance by the Company and the Guarantor of its obligations hereunder and to
the following additional conditions precedent:

                  (a) The Purchasers shall have received a letter, dated the
            date of this Agreement, of each of KPMG LLP and KPMG in agreed form
            confirming that they are independent public accountants within the
            meaning of the American Institute of Certified Public Accountants
            and the applicable published rules and regulations thereby and to
            the effect that:

                        (i) in their opinion the financial statements examined
                  by them and included in the Offering Document and in the
                  Exchange Act Reports comply as to form in all material
                  respects with the applicable accounting requirements of the
                  Securities Act and the applicable published rules and
                  regulations thereunder ("Rules and Regulations");


                                       10
<PAGE>   11

                        (ii) they have performed the procedures specified by the
                  American Institute of Certified Public Accountants for a
                  review of interim financial information as described in
                  Statement of Auditing Standards No. 71, Interim Financial
                  Information, on the unaudited financial statements included in
                  the Offering Document and in the Exchange Act Reports;

                        (iii) on the basis of the review referred to in clause
                  (ii) above, a reading of the latest available interim
                  financial statements of the Guarantor, inquiries of officials
                  of the Guarantor who have responsibility for financial and
                  accounting matters and other specified procedures, nothing
                  came to their attention that caused them to believe that:

                              (A) the unaudited financial statements included in
                        the Offering Document do not comply as to form in all
                        material respects with the applicable accounting
                        requirements of the Securities Act and the related
                        published Rules and Regulations or any material
                        modifications should be made to such unaudited financial
                        statements for them to be in conformity with generally
                        accepted accounting principles;

                              (B) at the date of the latest available balance
                        sheet read by such accountants, or at a subsequent
                        specified date not more than three business days prior
                        to the date of this Agreement, there was any change in
                        the capital stock or any increase in short-term
                        indebtedness or long-term debt of the Company and its
                        consolidated subsidiaries or, at the date of the latest
                        available balance sheet read by such accountants, there
                        was any decrease in consolidated net current assets or
                        net assets, as compared with amounts shown on the latest
                        balance sheet included in the Offering Document; or

                              (C) for the period from the closing date of the
                        latest income statement included in the Offering
                        Document to the closing date of the latest available
                        income statement read by such accountants there were any
                        decreases, as compared with the corresponding period of
                        the previous year, in consolidated net sales, net
                        operating income, consolidated income before
                        extraordinary items or net income or in the ratio of
                        earnings to fixed charges;

                  except in all cases set forth in clauses (B) and (C) above for
                  changes, increases or decreases which the Offering Document
                  discloses have occurred or may occur or which are described in
                  such letter; and

                        (iv) they have compared specified dollar amounts (or
                  percentages derived from such dollar amounts) and other
                  financial information contained in the Offering Document (in
                  each case to the extent that such dollar amounts, percentages
                  and other financial information are derived from the general
                  accounting records of the Guarantor and its subsidiaries
                  subject to the internal controls of the Guarantor's accounting
                  system or are derived directly from such records by analysis
                  or computation) with the results obtained from inquiries, a
                  reading of such general accounting records and other
                  procedures specified in such letter and have found such dollar
                  amounts, percentages and other financial information to be in
                  agreement with such results, except as otherwise specified in
                  such letter.

                        (v) other items, in form and substance satisfactory to
                  the Purchaser, concerning the financial information with
                  respect to the Guarantor and the Guarantor's subsidiaries and
                  the unaudited pro forma financial data, in each case as set
                  forth in the Offering Document.


                                       11
<PAGE>   12

                  (b) The Purchasers shall have received a letter, dated the
            date of this Agreement, of PricewaterhouseCoopers LLP in form and
            substance satisfactory to the Purchasers concerning the financial
            information with respect to the Product Lines set forth in the
            Offering Document.

                  (c) Subsequent to the execution and delivery of this
            Agreement, there shall not have occurred (i) a change in U.S. or
            international financial, political or economic conditions or
            currency exchange rates or exchange controls as would, in the
            judgment of CSFBC, be likely to prejudice materially the success of
            the proposed issue, sale or distribution of the Offered Securities,
            whether in the primary market or in respect of dealings in the
            secondary market, or (ii) (A) any change, or any development or
            event involving a prospective change, in the condition (financial or
            other), business, properties or results of operations of the
            Company, the Guarantor or the Guarantor's subsidiaries which, in the
            judgment of CSFBC, is material and adverse and makes it impractical
            or inadvisable to proceed with completion of the offering or the
            sale of and payment for the Offered Securities; (B) any downgrading
            in the rating of any debt securities of the Company by any
            "nationally recognized statistical rating organization" (as defined
            for purposes of Rule 436(g) under the Securities Act), or any public
            announcement that any such organization has under surveillance or
            review its rating of any debt securities of the Company or the
            Guarantor (other than an announcement with positive implications of
            a possible upgrading, and no implication of a possible downgrading,
            of such rating); (C) any suspension or limitation of trading in
            securities generally on the New York Stock Exchange, or any setting
            of minimum prices for trading on such exchange, or any suspension of
            trading of any securities of the Company or the Guarantor on any
            exchange or in the over-the-counter market; (D) any banking
            moratorium declared by U.S. Federal or New York authorities; or (E)
            any outbreak or escalation of major hostilities in which the United
            States or Ireland is involved, any declaration of war by Congress or
            any other substantial national or international calamity or
            emergency if, in the judgment of CSFBC, the effect of any such
            outbreak, escalation, declaration, calamity or emergency makes it
            impractical or inadvisable to proceed with completion of the
            offering or sale of and payment for the Offered Securities.

                  (d) The Purchasers shall have received an opinion, dated the
            Closing Date, of Kirkland & Ellis, U.S. counsel for the Company and
            the Guarantor, substantially in the form of Exhibit 1 hereto.

                  (e) The Purchasers shall have received an opinion, dated the
            Closing Date, of McCann Fitzgerald, Irish counsel for the Company
            and the Guarantor, in form and substance satisfactory to CSFBC and
            its counsel.

                  (f) The Purchasers shall have received an opinion, dated the
            Closing Date, of Beth Hecht, General Counsel of the Company and the
            Guarantor, substantially in the form of Exhibit 2 hereto.

                  (g) The Purchasers shall have received from Weil, Gotshal &
            Manges LLP, counsel for the Purchaser, such opinion, dated the
            Closing Date, with respect to the validity of the Offered
            Securities, the Offering Circular, the exemption from registration
            for the offer and sale of the Offered Securities by the Company to
            the several Purchasers and the resales by the several Purchasers as
            contemplated hereby and other related matters as CSFBC may require,
            and the Company' and the Guarantor shall have furnished to such
            counsel such documents as they request for the purpose of enabling
            them to pass upon such matters with reference to same in the
            Offering Circular.

                  (h) The Purchasers shall have received a certificate, dated
            the Closing Date, of the President or any Vice President and a
            principal financial or accounting officer of the Company and the
            Guarantor in which such officers, to the best of their knowledge
            after reasonable investigation, shall state that the representations
            and warranties of the Company and the Guarantor in this


                                       12
<PAGE>   13

            Agreement are true and correct, that the Company and the Guarantor
            have complied with all agreements and satisfied all conditions on
            their parts to be performed or satisfied hereunder at or prior to
            the Closing Date, and that, subsequent to the dates of the most
            recent financial statements in the Offering Document, there has been
            no material adverse change, or any development or event involving a
            prospective material adverse change, in the condition (financial or
            other), business, properties or results of operations of the
            Guarantor and the Guarantor's subsidiaries taken as a whole except
            as set forth in or contemplated by the Offering Document or as
            described in such certificate.

                  (i) The Purchasers shall have received a letter, dated the
            Closing Date, of KPMG LLP which meets the requirements of subsection
            (a) of this Section, except that the specified date referred to in
            such subsection will be a date not more than three days prior to the
            Closing Date for the purposes of this subsection.

                  (j) The Purchasers shall have received a letter, dated the
            Closing Date, of PricewaterhouseCoopers LLP which meets the
            requirements of subsection (b) of this Section, except that the
            specified date referred to in such subsection will be a date not
            more than three days prior to the Closing Date for the purposes of
            this subsection.

                  (k) The Acquisitions pursuant to the BMS Agreement shall have
            been completed on the terms contained in the BMS Agreement.

                  (l) The Purchasers shall have received evidence, in form and
            substance satisfactory to the Purchasers and their counsel, that the
            Company's existing working capital facility with a syndicate of
            banks led by PNC Business Credit has been repaid in full and that
            all liens securing such facility have been released.

                  (m) The Purchasers shall have received evidence, in form and
            substance satisfactory to the Purchasers and their counsel, that the
            Company's existing Senior Subordinated Discount Notes due 2001 have
            been redeemed in full.

      The Company will furnish the Purchasers with such conformed copies of such
opinions, certificates, letters and documents as the Purchasers reasonably
requests. CSFBC may in its sole discretion waive compliance with any conditions
to the obligations of the Purchasers hereunder.

      7. Indemnification and Contribution. (a) The Company and the Guarantor,
jointly and severally, will indemnify and hold harmless each Purchaser, its
partners, directors and officers and each person, if any, who controls such
Purchaser within the meaning of Section 15 of the Securities Act, against any
losses, claims, damages or liabilities, joint or several, to which each
Purchaser may become subject, under the Securities Act or the Exchange Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in the Offering Document, or any
amendment or supplement thereto, or any related preliminary offering circular or
the Exchange Act Reports, or arise out of or are based upon the omission or
alleged omission to state therein a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading, including any losses, claims, damages or liabilities
arising out of or based upon the Company's or the Guarantor's failure to perform
its obligations under Section 5(a) of this Agreement, and will reimburse each
Purchaser or any legal or other expenses reasonably incurred by such Purchaser
in connection with investigating or defending any such loss, claim, damage,
liability or action as such expenses are incurred; provided, however, that the
Company and the Guarantor will not be liable in any such case to the extent that
any such loss, claim, damage or liability arises out of or is based upon an
untrue statement or alleged untrue statement in or omission or alleged omission
from any of such documents in reliance upon and in conformity with written
information furnished to the Company or the Guarantor by any Purchaser through


                                       13
<PAGE>   14

CSFBC specifically for use therein, it being understood and agreed that the only
such information consists of the information described as such in subsection (b)
below.

                  (b) Each Purchaser will severally and not jointly indemnify
            and hold harmless the Company, the Guarantor, their directors and
            officers and each person, if any, who controls the Company or the
            Guarantor within the meaning of Section 15 of the Securities Act,
            against any losses, claims, damages or liabilities to which the
            Company or the Guarantor may become subject, under the Securities
            Act or the Exchange Act or otherwise, insofar as such losses,
            claims, damages or liabilities (or actions in respect thereof) arise
            out of or are based upon any untrue statement or alleged untrue
            statement of any material fact contained in the Offering Document,
            or any amendment or supplement thereto, or any related preliminary
            offering circular, or arise out of or are based upon the omission or
            the alleged omission to state therein a material fact necessary in
            order to make the statements therein, in the light of the
            circumstances under which they were made, not misleading, in each
            case to the extent, but only to the extent, that such untrue
            statement or alleged untrue statement or omission or alleged
            omission was made in reliance upon and in conformity with written
            information furnished to the Company or the Guarantor by such
            Purchaser through CSFBC specifically for use therein, and will
            reimburse any legal or other expenses reasonably incurred by the
            Company or the Guarantor in connection with investigating or
            defending any such loss, claim, damage, liability or action as such
            expenses are incurred, it being understood and agreed that the only
            such information furnished by any Purchaser consists of the
            following information in the Offering Document furnished on behalf
            of each Purchaser: the third paragraph, the second and third
            sentences of the eight paragraph, and the ninth paragraph, under the
            caption "Plan of Distribution;" provided, however, that the
            Purchasers shall not be liable for any losses, claims, damages or
            liabilities arising out of or based upon the Company's or the
            Guarantor's failure to perform its obligations under Section 5(a) of
            this Agreement.

                  (c) Promptly after receipt by an indemnified party under this
            Section of notice of the commencement of any action, such
            indemnified party will, if a claim in respect thereof is to be made
            against the indemnifying party under subsection (a) or (b) above,
            notify the indemnifying party of the commencement thereof; but the
            omission so to notify the indemnifying party will not relieve it
            from any liability which it may have to any indemnified party
            otherwise than under subsection (a) or (b) above. In case any such
            action is brought against any indemnified party and it notifies the
            indemnifying party of the commencement thereof, the indemnifying
            party will be entitled to participate therein and, to the extent
            that it may wish, jointly with any other indemnifying party
            similarly notified, to assume the defense thereof, with counsel
            satisfactory to such indemnified party (who shall not, except with
            the consent of the indemnified party, be counsel to the indemnifying
            party), and after notice from the indemnifying party to such
            indemnified party of its election so to assume the defense thereof,
            the indemnifying party will not be liable to such indemnified party
            under this Section for any legal or other expenses subsequently
            incurred by such indemnified party in connection with the defense
            thereof other than reasonable costs of investigation. No
            indemnifying party shall, without the prior written consent of the
            indemnified party, effect any settlement of any pending or
            threatened action in respect of which any indemnified party is or
            could have been a party and indemnity could have been sought
            hereunder by such indemnified party unless such settlement includes
            an unconditional release of such indemnified party from all
            liability on any claims that are the subject matter of such action
            and does not include a statement as to or an admission of fault,
            culpability or failure to act by or on behalf of any indemnified
            party.

                  (d) If the indemnification provided for in this Section is
            unavailable or insufficient to hold harmless an indemnified party
            under subsection (a) or (b) above, then each indemnifying party
            shall contribute to the amount paid or payable by such indemnified
            party as a result of the losses, claims, damages or liabilities
            referred to in subsection (a) or (b) above (i) in such proportion as
            is appropriate to reflect the relative benefits received by the
            Company and the Guarantor on the one hand and the Purchasers on the
            other from the offering of the Offered


                                       14
<PAGE>   15

            Securities or (ii) if the allocation provided by clause (i) above is
            not permitted by applicable law, in such proportion as is
            appropriate to reflect not only the relative benefits referred to in
            clause (i) above but also the relative fault of the Company and the
            Guarantor on the one hand and the Purchasers on the other in
            connection with the statements or omissions which resulted in such
            losses, claims, damages or liabilities as well as any other relevant
            equitable considerations. The relative benefits received by the
            Company and the Guarantor on the one hand and the Purchasers on the
            other shall be deemed to be in the same proportion as the total net
            proceeds from the offering (before deducting expenses) received by
            the Company bear to the total discounts and commissions received by
            the Purchasers from the Company under this Agreement. The relative
            fault shall be determined by reference to, among other things,
            whether the untrue or alleged untrue statement of a material fact or
            the omission or alleged omission to state a material fact relates to
            information supplied by the Company or the Guarantor or the
            Purchasers and the parties' relative intent, knowledge, access to
            information and opportunity to correct or prevent such untrue
            statement or omission. The amount paid by an indemnified party as a
            result of the losses, claims, damages or liabilities referred to in
            the first sentence of this subsection (d) shall be deemed to include
            any legal or other expenses reasonably incurred by such indemnified
            party in connection with investigating or defending any action or
            claim which is the subject of this subsection (d). Notwithstanding
            the provisions of this subsection (d), no Purchaser shall be
            required to contribute any amount in excess of the amount by which
            the total price at which the Offered Securities purchased by it were
            resold exceeds the amount of any damages which such Purchaser has
            otherwise been required to pay by reason of such untrue or alleged
            untrue statement or omission or alleged omission. The Purchasers'
            obligations in this subsection (d) to contribute are several in
            proportion to their respective purchase obligations and not joint.

                  (e) The obligations of the Company and the Guarantor under
            this Section shall be in addition to any liability which the Company
            and the Guarantor may otherwise have and shall extend, upon the same
            terms and conditions, to each person, if any, who controls any
            Purchaser within the meaning of the Securities Act or the Exchange
            Act; and the obligations of the Purchasers under this Section shall
            be in addition to any liability which the Purchasers may otherwise
            have and shall extend, upon the same terms and conditions, to each
            person, if any, who controls the Company or the Guarantor within the
            meaning of the Securities Act or the Exchange Act.

      8. Default of Purchasers. If any Purchaser or Purchasers default in their
obligations to purchase Offered Securities hereunder and the aggregate principal
amount of Offered Securities that such defaulting Purchaser or Purchasers agreed
but failed to purchase does not exceed 10% of the total principal amount of
Offered Securities, CSFBC may make arrangements satisfactory to the Company for
the purchase of such Offered Securities by other persons, including any of the
Purchasers, but if no such arrangements are made by the Closing Date, the
non-defaulting Purchasers shall be obligated severally, in proportion to their
respective commitments hereunder, to purchase the Offered Securities that such
defaulting Purchasers agreed but failed to purchase. If any Purchaser or
Purchasers so default and the aggregate principal amount of Offered Securities
with respect to which such default or defaults occur exceeds 10% of the total
principal amount of Offered Securities and arrangements satisfactory to CSFBC
and the Company for the purchase of such Offered Securities by other persons are
not made within 36 hours after such default, this Agreement will terminate
without liability on the part of any non-defaulting Purchaser or the Company,
except as provided in Section 9. As used in this Agreement, the term "Purchaser"
includes any person substituted for a Purchaser under this Section. Nothing
herein will relieve a defaulting Purchaser from liability for its default.

      9. Survival of Certain Representations and Obligations. The respective
indemnities, agreements, representations, warranties and other statements of the
Company, the Guarantor or their officers and of the several Purchasers set forth
in or made pursuant to this Agreement will remain in full force and effect,
regardless of any investigation, or statement as to the results thereof, made
by or on behalf of any Purchaser, the Company, the Guarantor or any of their
respective representatives, officers or directors or


                                       15
<PAGE>   16

any controlling person, and will survive delivery of and payment for the Offered
Securities. If this Agreement is terminated pursuant to Section 8 or if for any
reason the purchase of the Offered Securities by the Purchasers is not
consummated, the Company and the Guarantor shall remain responsible for the
expenses to be paid or reimbursed by it pursuant to Section 5 and the respective
obligations of the Company and the Purchasers pursuant to Section 7 shall remain
in effect. If the purchase of the Offered Securities by the Purchasers is not
consummated for any reason other than solely because of the termination of this
Agreement pursuant to Section 8 or the occurrence of any event specified in
clause (C), (D) or (E) of Section 6(c)(ii), the Company and the Guarantor will
reimburse the Purchasers for all out-of-pocket expenses (including fees and
disbursements of counsel) reasonably incurred by them in connection with the
offering of the Offered Securities.

      10. Notices. All communications hereunder will be in writing and, if sent
to the Purchasers will be mailed, delivered or telegraphed and confirmed to the
Purchasers c/o Credit Suisse First Boston Corporation, Eleven Madison Avenue,
New York, N.Y. 100 10-3629, Attention: Investment Banking Department --
Transactions Advisory Group, or, if sent to the Company or the Guarantor, will
be mailed, delivered or telegraphed and confirmed to it at Rockaway 80 Corporate
Center, 100 Enterprise Drive, Suite 280, Rockaway, New Jersey 07866, Attention:
Paul S. Herendeen, Chief Financial Officer; provided, however, that any notice
to a Purchaser pursuant to Section 7 will be mailed, delivered or telegraphed
and confirmed to such Purchaser.

      11. Successors. This Agreement will inure to the benefit of and be binding
upon the parties hereto and their respective successors and the controlling
persons referred to in Section 7, and no other person will have any right or
obligation hereunder, except that holders of Offered Securities shall be
entitled to enforce the agreements for their benefit contained in the second and
third sentences of Section 5(b) hereof against the Company and the Guarantor as
if such holders were parties thereto.

      12. Representation of Purchasers. You will act for the several Purchasers
in connection with this purchase, and any action under this Agreement taken by
you will be binding upon all the Purchasers.

      13. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all such
counterparts shall together constitute one and the same Agreement.

      14. Applicable Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York without regard to principles
of conflicts of laws.

      The Company and the Guarantor hereby submit to the non-exclusive
jurisdiction of the Federal and state courts in the Borough of Manhattan in The
City of New York in any suit or proceeding arising out of or relating to this
Agreement or the transactions contemplated hereby. The Guarantor irrevocably
appoints Kirkland & Ellis, with offices on the date hereof located at 153 East
53rd Street, New York, New York 10022, as its authorized agent in the Borough of
Manhattan in The City of New York upon which process may be served in any such
suit or proceeding, and agrees that service of process upon such agent, and
written notice of said service to the Guarantor, by the person serving the same
to the address provided in Section 10, shall be deemed in every respect
effective service of process upon the Guarantor in any such suit or proceeding.
The Guarantor further agrees to take any and all action as may be necessary to
maintain such designation and appointment of such agent in full force and effect
for a period of seven years from the date of this Agreement.

      The obligation of the Guarantor in respect of any sum due to the Purchaser
shall, notwithstanding any judgment in a currency other than United States
dollars, not be discharged until the first business day, following receipt by
the Purchaser of any sum adjudged to be so due in such other currency, on which
(and only to the extent that) the Purchaser may in accordance with normal
banking procedures purchase United States dollars with such other currency; if
the United States dollars so purchased are less than the sum originally due to
the Purchaser hereunder, the Company agrees, as a separate obligation and


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notwithstanding any such judgment, to indemnify the Purchaser against such loss.
If the United States dollars so purchased are greater than the sum originally
due to the Purchaser hereunder, the Purchaser agrees to pay to the Guarantor an
amount equal to the excess of the dollars so purchased over the sum originally
due to the Purchaser hereunder.


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      If the foregoing is in accordance with the Purchaser's understanding of
our agreement, kindly sign and return to us one of the counterparts hereof,
whereupon it will become a binding agreement between the Company, the Guarantor
and the Purchaser in accordance with its terms.

                                        Very truly yours,

                                        WARNER CHILCOTT, INC.

                                        By /s/ Paul S. Herendeen
                                           Paul S. Herendeen
                                           Executive Vice President and
                                           Chief Financial Officer


                                        WARNER CHILCOTT PUBLIC LIMITED COMPANY

                                        By /s/Paul S. Herendeen
                                           Paul S. Herendeen
The foregoing Purchase Agreement           Executive Vice President and
  is hereby confirmed and accepted         Chief Financial Officer
  as of the date first above written.


CREDIT SUISSE FIRST BOSTON CORPORATION

By: /s/ M. Roderick Rivera
    M. Roderick Rivera
    Director

     Acting on behalf of itself
     and as the Representative
     of the several Purchasers


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