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                                  $200,000,000

                         FINLAY FINE JEWELRY CORPORATION

                          8 3/8% SENIOR NOTES DUE 2012

                               PURCHASE AGREEMENT

                                                                    May 27, 2004

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

Dear Sirs:

      1. Introductory. Finlay Fine Jewelry Corporation, a Delaware corporation
(the "COMPANY"), proposes, subject to the terms and conditions stated herein, to
issue and sell to the several initial purchasers named in Schedule A hereto (the
"PURCHASERS") U.S. $200,000,000 principal amount of its 8 3/8% Senior Notes due
2012 ("OFFERED SECURITIES") to be issued under an indenture to be dated as of
June 3, 2004 (the "INDENTURE"), between the Company and HSBC Bank USA, as
Trustee, on a private placement basis pursuant to an exemption under Section
4(2) of the United States Securities Act of 1933 (the "SECURITIES ACT").

      The holders of the Offered Securities will be entitled to the benefits of
a Registration Rights Agreement to be dated as of June 3, 2004 among the Company
and the Purchasers (the "REGISTRATION RIGHTS AGREEMENT"), pursuant to which the
Company agrees to file a registration statement with the Securities Exchange
Commission (the "COMMISSION") registering the resale of the Offered Securities
under the Securities Act.

      Each of the Company and Finlay Enterprises, Inc., a Delaware corporation
and the sole stockholder of the Company ("Parent"), hereby agree with the
several Purchasers as follows:

      2. Representations and Warranties of the Company and the Parent. Each of
the Company and the Parent represents and warrants to, and agrees with, the
several Purchasers that:

            (a) A preliminary offering circular and an offering circular
      relating to the Offered Securities have been prepared by the Company. Such
      preliminary offering circular, including the documents incorporated by
      reference therein (the "PRELIMINARY OFFERING CIRCULAR"), and offering
      circular, including the documents incorporated by reference therein (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 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 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 LLC ("CSFB") 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, each of the Parent's and the Company's
      Annual Report on Form 10-K most recently filed with the Commission and all
      subsequent reports (collectively, the "EXCHANGE ACT REPORTS") which have
      been filed by the Parent and the Company 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

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      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 Offered Securities have been duly authorized by the Company
      and, when delivered and paid for pursuant to this Agreement and the
      Indenture (assuming the due authentication of the Offered Securities by
      the Trustee in accordance with the terms of the Indenture), will have been
      duly executed, authenticated, issued and delivered, will conform to the
      description thereof contained in the Offering Document and the Indenture
      and will constitute valid and legally binding obligations of the Company,
      entitled to the benefits provided in the Indenture and enforceable in
      accordance with their terms, subject to bankruptcy, insolvency, fraudulent
      transfer, fraudulent conveyance, reorganization, moratorium and similar
      laws of general applicability relating to or affecting creditors' rights
      and to general equity principles.

            (c) The Company has been duly incorporated and is an existing
      corporation in good standing under the laws of the State of Delaware and
      is duly qualified to transact business and is in good standing (to the
      extent such term is recognized in such jurisdiction) in each jurisdiction
      in which the conduct of its businesses or the ownership or leasing of
      property requires such qualification, except to the extent that the
      failure to be so qualified or in good standing, considering all such cases
      in the aggregate, would not have a material adverse effect on the
      business, assets, condition (financial or otherwise) or prospects of the
      Company and its subsidiaries taken as a whole or the Parent and its
      subsidiaries taken as a whole, or the ability of the Company to execute,
      deliver and perform this Agreement, the Registration Rights Agreement and
      the Indenture and consummate the transactions contemplated hereby and
      thereby (a "MATERIAL ADVERSE EFFECT"); all of the issued and outstanding
      capital stock of the Company is owned by the Parent directly, free from
      liens, encumbrances and defects, except as disclosed in the Offering
      Document.

            (d) The entities listed on Schedule C hereto are the only
      subsidiaries, direct or indirect, of the Company. Each domestic subsidiary
      of the Company has been duly incorporated or formed. Except for the
      entities listed on Schedule C-1 (which entities are dormant entities that
      hold no material assets and conduct no business), each subsidiary of the
      Company is a corporation which has been duly incorporated and is an
      existing corporation in good standing under the laws of the jurisdiction
      of its incorporation and duly qualified to do business as a foreign
      corporation in good standing (to the extent such term is recognized in
      such jurisdiction) in all other jurisdictions in the conduct of its
      business or the ownership or leasing of property requires such
      qualification, except to the extent that the failure to be so qualified or
      in good standing, considering all such cases in the aggregate, would not
      have a Material Adverse Effect; all of the issued and outstanding capital
      stock of each subsidiary of the Company has been duly authorized and
      validly issued and is fully paid and nonassessable; and all of the capital
      stock of each subsidiary is owned by the Company, directly or through
      subsidiaries, free from liens, encumbrances and defects except (i) as
      otherwise set forth in the Offering Document, (ii) for statutory liens for
      current taxes, assessments or other governmental charges not yet due and
      payable or the amount of which is being contested in good faith by
      appropriate proceedings and (iii) for restrictions and other limitations
      on the transfer thereof pursuant to applicable federal, state and foreign
      securities laws.

            (e) The Indenture has been duly authorized by the Company 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 and will conform to the description
      thereof contained in the Offering Document and will constitute a valid and
      legally binding obligation of the Company, enforceable against the Company
      in accordance with its terms, subject to bankruptcy, insolvency,
      fraudulent transfer, fraudulent conveyance, reorganization, moratorium and
      similar laws of general applicability relating to or affecting creditors'
      rights and to general equity principles.

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            (f) On the Closing Date, the Indenture will conform in all material
      respects to the requirements of the Trust Indenture Act of 1939, as
      amended (the "TRUST INDENTURE ACT"), and the rules and regulations of the
      Commission applicable to an indenture which is qualified thereunder.

            (g) On the Closing Date, the Exchange Securities (as defined in the
      Registration Rights Agreement) will have been duly authorized by the
      Company. When the Exchange Securities are issued, executed and
      authenticated by the Trustee in accordance with the terms of the Exchange
      Offer (as defined in the Registration Rights Agreement) (assuming the due
      authentication of the Exchange Securities by the Trustee in accordance
      with the terms of the Indenture), the Indenture, the Exchange Securities
      will be entitled to the benefits of the Indenture and will be the valid
      and legally binding obligations of the Company, enforceable against the
      Company in accordance with their terms, subject to bankruptcy, insolvency,
      fraudulent transfer, fraudulent conveyance, 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 Parent or the Company
      and any person that would give rise to a valid claim against the Parent,
      the Company or any Purchaser for a brokerage commission, finder's fee or
      other like payment in connection with the issuance and sale by the Company
      of the Offered Securities.

            (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 and the
      Registration Rights Agreement in connection with the issuance and sale of
      the Offered Securities by the Company, except (i) for the filing of a
      notice of sale on Form D as required by Regulation D under the Securities
      Act, (ii) under applicable state securities or "blue sky" laws and (iii)
      with respect to the Exchange Securities, under the Securities Act and the
      Trust Indenture Act of 1939, as amended.

            (j) The execution, delivery and performance of the Indenture, this
      Agreement and the Registration Rights Agreement, and the issuance and sale
      of the Offered Securities and the issuance of the Exchange Securities and
      compliance with the terms and provisions thereof, and the application of
      the proceeds of such offering, as described in the Offering Circular under
      the caption "Use of Proceeds," do not and will not (i) conflict with or
      result in a violation of any of the provisions of the certificate of
      incorporation or by-laws (or similar organizational documents) of the
      Parent, the Company or any subsidiary of the Company, (ii) conflict with
      or violate any law, rule, regulation, order, judgment or decree of any
      governmental body or any court having jurisdiction over the Parent, the
      Company or any subsidiary of the Company or any of their properties,
      assets or operations (assuming the accuracy of the representations and
      warranties of the Purchasers in Section 4 hereof and assuming compliance
      with state securities or "blue sky" laws with respect to the Offered
      Securities) or (iii) result in a breach of any of the terms or provisions
      of, or constitute a default (with or without due notice and/or lapse of
      time) under, any agreement or instrument to which the Parent, the Company
      or any subsidiary of the Company is a party or by which any of them or any
      of their respective properties or assets is or may be bound, except, in
      the case of clauses (ii) and (iii), for such conflicts, violations,
      breaches or defaults as would not, considering all such cases in the
      aggregate, have a Material Adverse Effect. The Company has full power and
      authority to authorize, issue and sell the Offered Securities as
      contemplated by this Agreement.

            (k) This Agreement has been duly authorized, executed and delivered
      by the Parent and the Company. This Agreement conforms in all material
      respects to the description thereof contained in the Offering Document.

            (l) The Registration Rights Agreement has been duly authorized by
      the Company and on the Closing Date (as defined below), the Registration
      Rights Agreement will have been duly executed and delivered by the Company
      and will conform in all material respects to the description thereof
      contained in the Offering Document and will constitute a valid and binding
      agreement of the

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

            (m) Neither Parent nor the Company nor any subsidiary of the Company
      is (i) in violation of its respective charter or by-laws or (ii) except as
      would not have a Material Adverse Effect, in default in the performance of
      any obligation, agreement, covenant or condition contained in any
      agreement or instrument to which the Parent, the Company or any subsidiary
      of the Company is a party or by which the Parent, the Company or any
      subsidiary of the Company or their respective property is bound.

            (n) The statistical and industry related data included in the
      Offering Document is based on or derived from the Company's records or
      other sources which the Company reasonably and in good faith believes to
      be reliable and agrees with the sources from which it was derived.

            (o) Except as disclosed in the Offering Document, there are no
      contracts, agreements or understandings between the Company and any person
      granting such person the right to require the Company to file a
      registration statement under the Securities Act with respect to any
      securities of the Company or to require the Company to include such
      securities with the Offered Securities or Exchange Securities registered
      pursuant to any registration statement.

            (p) Except as would not reasonably be expected, individually or in
      the aggregate, to have a Material Adverse Effect and except as disclosed
      in the Offering Document, (i) the Parent, the Company and the subsidiaries
      of the Company 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 affect the value thereof or
      interfere with the use made or to be made thereof by them and (ii) the
      Parent, the Company and the subsidiaries of the Company hold any leased
      real or personal property under valid and enforceable leases with no
      exceptions that would interfere with the use made or to be made thereof by
      them.

            (q) Neither Parent nor the Company nor any subsidiary of the Company
      has received any notice that any default by Parent or the Company or any
      subsidiary of the Company has occurred and is continuing under any of the
      license agreements with host store groups described or identified in the
      Offering Document to which Parent or the Company or any subsidiary of the
      Company are a party and no condition exists which could individually or in
      the aggregate reasonably be expected to result in the termination or
      nonrenewal of any such license agreement except as disclosed in the
      Offering Document; each such license agreement has been duly authorized
      (and, in the case of written license agreements, duly and validly executed
      and delivered) by and on behalf of Parent or the Company and the Company's
      subsidiaries, as the case may be, and, assuming the due authorization
      (and, in the case of written license agreements, the due and valid
      execution and delivery) thereof by the other party or parties thereto, is
      the valid and binding obligation of Parent and the Company, the
      subsidiaries of the Company and such other party or parties, as the case
      may be, enforceable in accordance with its respective terms against the
      respective parties thereto 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; and neither Parent nor the Company nor any of the
      subsidiaries of the Company has received any notice (whether actual or
      constructive) that the licensor thereunder is considering limiting,
      suspending, revoking or non-renewing any such license.

            (r) The Company and the subsidiaries of the Company possess adequate
      certificates, authorities or permits issued by appropriate governmental
      agencies or bodies necessary to conduct the business now operated by them
      in all material respects; neither the Company nor any of its subsidiaries
      has received any notice of proceedings relating to the revocation or
      modification of any such certificate, authority or permit that, if
      determined adversely to the Parent, the Company or any subsidiary of the
      Company, would individually or in the aggregate reasonably be expected to
      have a Material Adverse Effect.

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            (s) Except as would not, individually or in the aggregate, have a
      Material Adverse Effect, no labor disturbance (i) by the employees of the
      Company or any subsidiary of the Company or (ii) to the knowledge of the
      Company, by the employees of any material supplier to the Company or any
      subsidiary of the Company exists or, to the knowledge of the Company, is
      imminent.

            (t) The Company and the subsidiaries of the Company exclusively own,
      or have licensed or can license on reasonable terms, the right to use all
      trademarks, trade names and copyrights, and the rights to inventions,
      know-how, patents, copyrights, confidential information and other
      intellectual property and proprietary rights (collectively, "INTELLECTUAL
      PROPERTY RIGHTS") necessary to conduct the business now operated by them
      (collectively, the "COMPANY RIGHTS") except where the failure to own,
      license or use such intellectual property rights would not individually or
      in the aggregate reasonably be expected to have a Material Adverse Effect,
      and such rights are valid and enforceable. The Company and the
      subsidiaries of the Company have taken all actions necessary or advisable
      in order to protect the Company Rights and to acquire intellectual
      property rights consistent with the Company's industry. The Company and
      the subsidiaries of the Company have not infringed or violated, and are
      not infringing or violating, the intellectual property rights of any third
      party in a manner that, if determined adversely to the Company or any of
      its subsidiaries, would individually or in the aggregate reasonably be
      expected to have a Material Adverse Effect. Neither the Company nor any of
      the subsidiaries of the Company has received any notice of or inquiry as
      to any claimed infringement of or conflict with asserted rights of any
      third party, or any notice of or inquiry as to enforceability or validity,
      with respect to any Company Rights, and they are unaware of any basis for
      any such claims. The Company and the subsidiaries of the Company are not
      aware that any of the Company Rights are being infringed or violated by
      any third party.

            (u) Except as would not, individually or in the aggregate, have a
      Material Adverse Effect (A) the properties, assets and operations of the
      Company and the subsidiaries of the Company are in compliance with, and
      hold any and all permits, authorizations and approvals required under, all
      applicable federal, state, local and foreign environmental laws, rules and
      regulations, orders, decrees, judgments, permits, licenses, other binding
      requirements, or common law, relating to or addressing the environment or
      the health and safety of humans or other living organisms, and to the
      protection, clean-up, or restoration of the natural environment and
      activities or conditions related thereto, including, without limitation,
      those relating to the production, extraction, processing, manufacturing,
      generation, handling, disposal, transportation or release of hazardous
      materials (collectively, "ENVIRONMENTAL LAWS"), (B) with respect to such
      properties, assets and operations (including any previously owned, leased
      or operated properties, assets or operations with respect to such prior
      period of ownership or operation), there are no past, present or, to the
      knowledge of the Company, reasonably anticipated future events,
      conditions, circumstances, activities, practices, incidents, actions or
      plans of the Company or any of the subsidiaries of the Company that may
      interfere with or prevent compliance or continued compliance by the
      Company and the subsidiaries of the Company with applicable Environmental
      Laws and (C) neither the Company nor any of the subsidiaries of the
      Company is, to the best knowledge of the Company, the subject of any
      investigation, and neither the Company nor any of the subsidiaries of the
      Company has received any written notice or claim (or is aware of any facts
      that would be expected to result in any such claim), nor is bound by an
      judgment, decree or order, nor entered into any negotiations or agreements
      with any third party, relating to any liability or potential liability or
      remedial action or potential remedial action under Environmental Laws, nor
      are there any pending, reasonably anticipated or, to the best knowledge of
      the Company, threatened actions, suits or proceedings against or affecting
      the Company, any of the subsidiaries of the Company or their properties,
      assets or operations in connection with any such Environmental Laws. The
      term "hazardous materials" shall mean any material (including, without
      limitation, pollutants, contaminants, hazardous or toxic substances, or
      wastes) that are regulated by or form the basis for liability under any
      applicable Environmental Laws.

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            (v) There is and has been no failure on the part of the Parent or
      the Company or any of the Parent's or the Company's directors or officers,
      in their capacities as such, to comply with the provisions of the
      Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in
      connection therewith.

            (w) All "pension plans" (as defined in Section 3(2) of the Employee
      Retirement Income Security Act of 1974, as amended, ("ERISA")) maintained
      by the Company or any subsidiary of the Company that are intended to be
      qualified under Section 401(a) of the Code have received determination
      letters from the Internal Revenue Service to the effect that such plans
      are so qualified and to the knowledge of the Company no fact exists which
      could adversely affect the qualified status of any such plans; neither the
      Company nor any subsidiary maintains or is required to contribute to a
      "welfare plan" (as defined in Section 3(1) of ERISA) which provides
      retiree or other post-employment welfare benefits or insurance coverage
      (other than "continuation coverage" (as defined in Section 602 of ERISA));
      neither the Company nor any ERISA Affiliate has ever maintained a pension
      plan subject to Section 412 of the Code or Title IV of ERISA; neither the
      Company nor any ERISA Affiliate has ever been obligated to contribute to
      any "multi-employer plan" (as defined in Section 4001(a)(3) of ERISA);
      each pension plan, welfare plan or other benefit plan established or
      maintained by the Company and/or any subsidiary is in compliance in all
      material respects with the currently applicable provisions of the plan,
      ERISA, the Code and all other applicable laws; and no labor dispute with
      the employees of the Company or any subsidiary exists or, to the knowledge
      of the Company, is imminent that might have a Material Adverse Effect. For
      the purposes of this section, the term "ERISA Affiliate" of the Company or
      any subsidiary means any person or entity which, together with the Company
      or any subsidiary, would be treated as a single employer under Section 414
      of the Code.

            (x) Except as disclosed in the Offering Document, there are no
      pending actions, suits or proceedings against or, to the Parent's or the
      Company's knowledge, affecting the Parent, the Company, any subsidiary of
      the Company or any of their respective properties that, if determined
      adversely to the Parent, the Company or any subsidiary of the Company,
      would individually or in the aggregate reasonably be expected to have a
      Material Adverse Effect and, to the Parent's or the Company's knowledge,
      no such actions, suits or proceedings are threatened or contemplated.

            (y) The historical financial statements included in the Offering
      Document present fairly the financial position of the Parent and the
      Company and their consolidated subsidiaries as of the dates shown and
      their results of operations and cash flows for the periods shown, and such
      financial statements have been prepared in conformity with the generally
      accepted accounting principles in the United States applied on a
      consistent basis except as otherwise stated therein. The assumptions used
      in preparing the pro forma financial information 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 financial information reflects the proper
      application of those adjustments to the corresponding historical financial
      statement amounts, in accordance with Regulation S-X under the Securities
      Act.

            (z) Except as disclosed in the Offering Document, since the date of
      the latest audited financial statements 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
      Parent and its subsidiaries taken as a whole or the Company and its
      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 on any class of its capital
      stock.

            (aa) The Parent, the Company and the subsidiaries of the Company
      maintain a system of internal accounting controls that the Parent and the
      Company believe provide reasonable assurance that they are sufficient for
      purposes of the prevention or detection of errors or irregularities in
      amounts that could reasonably be expected to be material to the Parent's
      or the Company's

                                       6
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      consolidated financial statements and the recording of transactions so as
      to permit the preparation of such consolidated financial statements in
      conformity with generally accepted accounting principles.

            (bb) The Parent, the Company and the subsidiaries of the Company
      carry or are entitled to the benefits of insurance in such amounts as are
      appropriate for the businesses in which they are engaged, and, to the
      knowledge of the Parent and the Company, all such insurance is in full
      force and effect.

            (cc) Deloitte & Touche LLP, who have certified certain financial
      statements of the Parent and its subsidiaries, and the Company and its
      subsidiaries, are independent public accountants as required by the
      Securities Act and the Rules and Regulations of the Commission thereunder.

            (dd) No "nationally recognized statistical rating organization" as
      such term is defined for purposes of Rule 436(g)(2) under the Securities
      Act (i) has imposed (or has informed the Parent or the Company that it is
      considering imposing) any condition (financial or otherwise) on the
      Parent's or the Company's retaining any rating assigned to the Parent or
      the Company or any securities of the Parent or the Company or (ii) has
      indicated to the Parent or the Company that it is considering (a) the
      downgrading, suspension, or withdrawal of, or any review for a possible
      change that does not indicate the direction of the possible change in, any
      rating so assigned or (b) any change in the outlook for any rating of the
      Parent, the Company or any securities of the Parent or the Company.

            (ee) The Parent, the Company and each subsidiary of the Company have
      filed on a timely basis all tax returns required to be filed other than
      any filing being contested in good faith or as to which the Company has
      requested an extension for filing, except where the failure to so file
      would not, individually or in the aggregate, reasonably be expected to
      have a Material Adverse Effect. Such returns are complete and correct in
      all material respects, and neither the Parent, the Company nor any
      subsidiary of the Company is in default in the payment of any taxes,
      except as would not, individually or in the aggregate, have a Material
      Adverse Effect.

            (ff) The Parent is subject to the reporting requirements of either
      Section 13 or Section 15(d) of the Securities Exchange Act of 1934 and
      files reports with the Commission on the Electronic Data Gathering,
      Analysis, and Retrieval (EDGAR) system and the Company voluntarily
      complies with such reporting requirements and files such reports.

            (gg) Each of the Parent and the Company is not 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
      ACT") ; and each of the Parent and the Company is not 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,
      will not be an "investment company" as defined in the Investment Company
      Act.

            (hh) 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
      and each of the Preliminary Offering Circular and the Offering Circular,
      as of its respective date, will contain all the information that, if
      requested by a prospective purchaser of the Offered Securities would be
      required to be provided to such prospective purchaser pursuant to Rule
      144A(d)(4) under the Securities Act.

            (ii) Neither the Company nor any subsidiary of the Company nor any
      agent thereof acting on the behalf of them (other than the Purchasers, as
      to whom no representation is made) has taken, and none of them will take,
      any action that might cause this Agreement or the issuance or sale of the
      Offered Securities to violate Regulation T, Regulation U or Regulation X
      of the Board of Governors of the Federal Reserve System.

                                       7
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            (jj) No form of general solicitation or general advertising (as
      defined in Regulation D under the Securities Act) was used by the Company
      or any of its representatives (other than the Purchasers, as to whom the
      Company make no representation) in connection with the offer and sale of
      the Offered Securities contemplated hereby, including, but not limited to,
      articles, notices or other communications published in any newspaper,
      magazine, or similar medium or broadcast over television or radio, or any
      seminar or meeting whose attendees have been invited by any general
      solicitation or general advertising. No securities of the same class as
      the Offered Securities have been issued and sold by the Company within the
      six-month period immediately prior to the date hereof.

            (kk) Assuming the accuracy of the Purchasers' representations
      contained in Section 4 hereof, the offer and sale of the Offered
      Securities by the Company to the several Purchasers and the resale of the
      Offered Securities by the Purchasers, in each case 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; and it is not necessary to qualify an indenture in respect
      of the Offered Securities under the Trust Indenture Act.

            (ll) Neither the Company, nor any of its affiliates, nor (assuming
      the accuracy of the Purchasers' representations and warranties set forth
      in Section 4 hereof) 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 ("REGULATION S")) 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 securities sold in
      reliance on Rule 903 of Regulation S, by means of any directed selling
      efforts within the meaning of Rule 902(c) 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.

            (mm) Neither the Company nor any of its affiliates nor any person
      acting on its or their behalf (other than the Purchasers, as to whom the
      Company makes no representation) has engaged or will engage in any
      directed selling efforts within the meaning of Regulation S with respect
      to the Offered Securities.

            (nn) The Offered Securities offered and sold in reliance on
      Regulation S have been and will be offered and sold only in offshore
      transactions.

            (oo) The sale of the Offered Securities pursuant to Regulation S is
      not part of a plan or scheme to evade the registration provisions of the
      Securities Act.

      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
from the Company, at a purchase price of 98% of the principal amount thereof
plus accrued interest from June 3, 2004 to the Closing Date (as hereinafter
defined) the respective principal amounts of Offered Securities set forth
opposite the names of the several Purchasers in Schedule A hereto.

      The Company will deliver against payment of the purchase price the Offered
Securities to be offered and sold by the Purchasers in reliance on Regulation S
(the "REGULATION S SECURITIES") in the form of one or more permanent global
Securities in registered form without interest coupons (the "OFFERED REGULATION
S GLOBAL SECURITIES") which will be deposited with the Trustee as custodian for
The Depository Trust Company ("DTC") for the respective accounts of the DTC
participants for Euroclear Bank S.A./N.V., as operator of the Euroclear System
("EUROCLEAR"), and Clearstream Banking, societe anonyme ("CLEARSTREAM,
LUXEMBOURG") and registered in the name of Cede & Co., as nominee for DTC. The
Company will deliver against payment of the purchase price the Offered
Securities to be purchased by

                                       8
<PAGE>

each Purchaser hereunder and to be offered and sold by each Purchaser in
reliance on Rule 144A under the Securities Act ("RULE 144A" and such securities
the "144A SECURITIES") in the form of one permanent global security in
definitive form without interest coupons (the "RESTRICTED GLOBAL SECURITIES")
deposited with the Trustee as custodian for DTC and registered in the name of
Cede & Co., as nominee for DTC. The Regulation S Global Securities and the
Restricted Global Securities shall be assigned separate CUSIP numbers. The
Restricted Global Securities shall include the legend regarding restrictions on
transfer set forth under "Transfer Restrictions" in the Offering Document. Until
the termination of the restricted period (as defined in Regulation S) with
respect to the offering of the Offered Securities, interests in the Regulation S
Global Securities may only be held by the DTC participants for Euroclear and
Clearstream, Luxembourg. Interests in any permanent global Securities will be
held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC,
as the case may be, except in the limited circumstances described in the
Offering Document.

      Payment for the Regulation S Securities and the 144A Securities shall be
made by the Purchasers in Federal (same day) funds by official check or checks
or wire transfer to an account at a bank acceptable to CSFB LLC drawn to the
order of (or as directed by) the Company at the office of Dewey Ballantine LLP
at 10:00 A.M., (New York time), on June 3, 2004, or at such other time not later
than seven full business days thereafter as CSFB LLC and the Company determine,
such time being herein referred to as the "CLOSING DATE", against delivery to
the Trustee as custodian for DTC of (i) the Regulation S Global Securities
representing all of the Regulation S Securities for the respective accounts of
the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the
Restricted Global Securities representing all of the Offered 144A Securities.
The Regulation S Global Securities and the Restricted Global Securities will be
made available for checking at the office of Dewey Ballantine LLP at least 24
hours prior to the Closing Date.

      4. Representations by Purchasers; Resale by Purchasers.

            (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 (i) as part of their distribution at any time and (ii)
      otherwise until 40 days after the later of the date of the commencement of
      the offering and the Closing Date, only in accordance with Rule 144A or
      Rule 903 under the Securities Act. 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. Each Purchaser
      severally agrees that, at or prior to confirmation of sale of the Offered
      Securities, other than a sale pursuant to Rule 144A, such Purchaser will
      have sent to each distributor, dealer or person receiving a selling
      concession, fee or other remuneration that purchases the Offered
      Securities from it during the restricted period a confirmation or notice
      to substantially the following effect:

            "The Securities covered hereby have not been registered under the
            U.S. Securities Act of 1933 (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 (i) as part of their distribution at any
            time or (ii) otherwise until 40 days after the later of the date of
            the commencement of the offering and the closing date, except in
            either case in accordance with Regulation S (or Rule 144A if
            available) under the Securities Act. Terms used above have the
            meanings given to them by Regulation S."

            Terms used in this subsection (b) have the meanings given to them by
            Regulation S.

                                       9
<PAGE>

            (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 for any such arrangements with the other Purchasers or affiliates
      of the other Purchasers or 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 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 expiry of a period of six
      months from the issue date 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 only communicated or caused to be communicated and will
      only communicate or cause to be communicated any invitation or inducement
      to engage in investment activity (within the meaning of section 21 of the
      Financial Services and Markets Act 2000 (the "FSMA")), received by it in
      connection with the issue or sale of such Offered Securities in
      circumstances in which section 21(1) of the FSMA does not apply to the
      Company; and (iii) it has complied and will comply with all applicable
      provisions of the FSMA with respect to anything done by it in relation to
      such Offered Securities in, from or otherwise involving the United
      Kingdom.

      5. Certain Agreements of the Company and the Parent. The Company and the
Parent agree with the several Purchasers that:

            (a) Prior to the completion of the resale of the Offered Securities
      by the Purchasers, the Company will advise CSFB promptly of any proposal
      to amend or supplement the Offering Document and will not effect such
      amendment or supplementation without CSFB's consent, which consent will
      not be unreasonably withheld; provided, that this provision will not
      prohibit the Company from complying in a timely manner with its disclosure
      obligations under applicable securities laws and applicable stock exchange
      requirements with respect to events occurring after the date of this
      Agreement.. If, at any time prior to the earlier of (i) the completion of
      the resale of the Offered Securities by the Purchasers and (ii)
      effectiveness of the Shelf Registration Statement (as defined in the
      Registration Rights Agreement), any event occurs as a result of which the
      Offering 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 or if it is necessary to amend
      or supplement the Offering Document to comply with any applicable law, the
      Company promptly will notify CSFB of such event and promptly will prepare
      and deliver sufficient copies to each Purchaser of, at its own expense, an
      amendment or supplement which will correct such statement or omission or
      effect such compliance. Upon receipt of such notice, each Purchaser will
      discontinue use of the Offering Document in connection with the offer or
      sale of the Offered Securities until such Purchaser has received an
      amendment or supplement pursuant hereto. Neither CSFB'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.

                                       10
<PAGE>

            (b) The Company will furnish to CSFB 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 CSFB requests, and the Company will furnish to CSFB on
      the date hereof three copies of the Offering Document signed by a duly
      authorized officer of the Company, one of which will include the
      independent accountants' reports therein manually signed by such
      independent accountants. At any time when the Company is not subject to
      Section 13 or 15(d) of the Exchange Act, the Company will promptly furnish
      or cause to be furnished to CSFB (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 will pay the expenses of printing and distributing
      to the Purchasers all such documents.

            (c) The Company will use reasonable best efforts to 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 CSFB 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 jurisdiction or subject itself to
      taxation in excess of a nominal dollar amount in any such jurisdiction if
      not otherwise so subject.

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

            (e) During the period of two years after the Closing Date, the
      Company will not, and, to the best of its ability, 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 if after such resale such Offered Securities would be deemed
      "restricted securities" as defined in Rule 144 under the Securities Act.

            (f) During the period of two years after the Closing Date, neither
      the Parent nor the Company 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.

            (g) The Company will pay all expenses incidental to the performance
      of its obligations under this Agreement, the Indenture 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, the
      preparation and printing of this Agreement, the Registration Rights
      Agreement, 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") of The
      Nasdaq Stock Market, Inc. 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 reasonable and documented
      expenses (including reasonable and documented 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 as CSFB designates (subject to Section 5(c)) and the
      printing of memoranda relating thereto, (vi) for any fees charged by
      investment rating agencies for the rating of the Securities or the
      Exchange Securities, and (vii) for expenses incurred in distributing
      preliminary offering circulars and the Offering Document (including any
      amendments and supplements thereto) to the Purchasers. The Company will
      reimburse the Purchasers for all reasonable and documented fees travel
      expenses of

                                       11
<PAGE>

      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.
      Such amount may be deducted from the purchase price as set forth in
      Section 3 hereof.

            (h) In connection with the offering, until CSFB shall have notified
      the Company and the other Purchasers of the completion of the resale of
      the Offered Securities, neither the Company nor any of its affiliates has
      or will, either alone or with one or more other persons, bid for or
      purchase for any account in which it or any of its affiliates has a
      beneficial interest any Offered Securities or attempt to induce any person
      to purchase any Offered Securities; and neither it nor any of its
      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.

            (i) For a period of 90 days after the date of the initial offering
      of the Offered Securities by the Purchasers, the Company will not offer,
      sell, contract to sell, pledge, or otherwise dispose of, directly or
      indirectly, or file with the Securities and Exchange Commission a
      registration statement under the Securities Act relating to, any U.S.
      dollar-denominated debt securities issued or guaranteed by the Company and
      having a maturity of more than one year from the date of issue, or
      publicly disclose the intention to make any such offer, sale, pledge,
      disposition or filing, without the prior written consent of CSFB and J. P.
      Morgan Securities Inc. (which consent shall not be unreasonably withheld),
      except the issuance of Exchange Securities pursuant to the Registration
      Rights Agreement; provided, however, that the foregoing shall not prohibit
      the Company from entering into interest rate swaps, collars or other
      similar hedging transactions relating to the Company's other long term
      debt and obligations. The Company will not at any time offer, sell,
      contract to sell, pledge or otherwise dispose of, directly or indirectly,
      any securities under circumstances where such offer, sale, pledge,
      contract or disposition would cause the exemption afforded by Section 4(2)
      of the Securities Act or the safe harbor of Regulation S thereunder to
      cease to be applicable to the offer and sale of the Offered Securities.

            (j) The Company will apply the net proceeds of the offering and sale
      of the Offered Securities received by the Company in the manner set forth
      in the Offering Document under the caption "Use of Proceeds."

            (k) The Company will use its reasonable best efforts to effect the
      inclusion of the Offered Securities in PORTAL.

      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
Parent and the Company herein on the date hereof and on the Closing Date, to the
accuracy of the statements of officers of the Parent and the Company made
pursuant to the provisions hereof, to the performance by the Parent and the
Company of their respective obligations hereunder and to the following
additional conditions precedent:

            (a) The Purchasers shall have received a letter, dated the date of
      this Agreement, of Deloitte & Touche LLP confirming that they are
      independent public accountants within the meaning of the Securities Act
      and the applicable published rules and regulations thereunder ("RULES AND
      REGULATIONS") 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
            related published Rules and Regulations;

                  (ii) on the basis of a reading of the latest available interim
            financial statements of the Parent and the Company, inquiries of
            officials of the Parent and the Company who have

                                       12
<PAGE>

            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 or in the Exchange Act Reports 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
                  Parent or the Company and their 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 and with the
                  period of corresponding length ended the date of the latest
                  income statement included in the Offering Document, in
                  consolidated net sales, net operating income, consolidated 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 disclose
            have occurred or may occur or which are described in such letter;
            and

                  (iii) they have compared specified dollar amounts (or
            percentages derived from such dollar amounts) and other financial
            information contained in the Offering Document and the Exchange Act
            Reports (in each case to the extent that such dollar amounts,
            percentages and other financial information are derived from the
            general accounting records of the Parent and the Company and the
            subsidiaries of the Company subject to the internal controls of the
            Parent and the Company'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.

            (b) Subsequent to the execution and delivery of this Agreement,
      there shall not have occurred (i) 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 Parent and its
      subsidiaries taken as one enterprise or the Company and its subsidiaries
      taken as one enterprise which, in the judgment of a majority in interest
      of the Purchasers including CSFB, 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; (ii) any downgrading
      in the rating of any debt securities of the Parent or 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 Parent or the Company (other than
      an announcement with positive implications of a possible upgrading, and no
      implication of a possible downgrading, of such rating) or any announcement
      that the Parent or the Company has been placed on negative outlook; (iii)
      any change in U.S. or international financial, political or economic
      conditions or currency exchange rates or exchange controls as would, in
      the

                                       13
<PAGE>

      judgment of a majority in interest of the Purchasers including CSFB, 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; (iv) any material
      suspension or material limitation of trading in securities generally on
      the New York Stock Exchange or any setting of minimum prices for trading
      on such exchange; (v) any suspension of trading of any securities of the
      Parent or the Company on any exchange or in the over-the-counter market;
      (vi) any banking moratorium declared by U.S. Federal or New York
      authorities; (vii) any major disruption of settlements of securities or
      clearance services in the United States or (viii) any attack on, outbreak
      or escalation of hostilities or act of terrorism involving the United
      States, any declaration of war by Congress or any other national or
      international calamity or emergency if, in the judgment of a majority in
      interest of the Purchasers including CSFB, the effect of any such attack,
      outbreak, escalation, act, declaration, calamity or emergency makes it
      impractical or inadvisable to proceed with completion of the offering,
      sale or delivery of and payment for the Offered Securities.

            (c) The Purchasers shall have received an opinion, dated the Closing
      Date, of Blank Rome LLP, counsel for the Parent and the Company, that:

                  (i) The Indenture has been duly authorized, executed and
            delivered by the Company; the Offered Securities have been duly
            authorized, executed, issued and delivered and conform to the
            description thereof contained in the Offering Document; and the
            Indenture and the Offered Securities (assuming the Offered
            Securities are duly authenticated by the Trustee in accordance with
            the provisions of the Indenture and paid for by the Purchasers in
            accordance with the terms of this Agreement) constitute valid and
            binding obligations of the Company enforceable against the Company
            in accordance with their terms;

                  (ii) The Registration Rights Agreement has been duly
            authorized, executed and delivered by the Company. The Registration
            Rights Agreement conforms in all material respects to the
            description thereof contained in the Offering Document. The
            Registration Rights Agreement is a valid and binding agreement of
            the Company, enforceable against the Company in accordance with its
            terms;

                  (iii) The Indenture conforms in all material respects to the
            requirements of the Trust Indenture Act, and the rules and
            regulations of the Commission applicable to an indenture which is
            qualified thereunder;

                  (iv) The Exchange Securities have been duly authorized by the
            Company; and when the Exchange Securities are issued, executed and
            authenticated in accordance with the terms of the Registered
            Exchange Offer (as defined in the Registration Rights Agreement) and
            the Indenture, the Exchange Securities will be entitled to the
            benefits of the Indenture and will be the valid and binding
            obligations of the Company, enforceable against the Company in
            accordance with their terms;

                  (v) Each of the Parent and the Company is not 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 ACT") ; and each of the Parent and the Company is not 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, will not be an "investment company" as
            defined in the Investment Company Act;

                  (vi) No consent, approval, authorization or order of, or
            filing with, any United States federal, New York State or Delaware
            court or governmental agency or body is required for the
            consummation of the transactions contemplated by this Agreement and
            the Registration Rights Agreement in connection with the issuance or
            sale of the Offered Securities by the Company, except (i) such as
            may be required under state securities laws, (ii) with respect to

                                       14
<PAGE>

            the Offered Securities, the filing of a notice of sale on Form D as
            required by Rule 503 of Regulation D under the Securities Act, (iii)
            with respect to the Exchange Securities, as may be required under
            the Trust Indenture Act of 1939, as amended and (iv) 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;

                  (vii) The execution, delivery and performance of the
            Indenture, this Agreement and the Registration Rights Agreement, and
            the consummation of the transactions contemplated hereby and
            thereby, including, without limitation, the issuance and sale of the
            Offered Securities and the issuance of the Exchange Securities and
            compliance with the terms and provisions thereof, and the
            application of the proceeds of such offering, as described in the
            Offering Circular under the caption "Use of Proceeds," do not and
            will not (i) conflict with or result in a violation of any of the
            provisions of the certificate of incorporation or by-laws (or
            similar organizational documents) of the Parent, the Company or any
            domestic subsidiary of the Company or (ii) conflict with or violate
            any federal or state law, rule or regulation which an attorney in
            the exercise of customary professional diligence would reasonably
            recognize as being applicable to transactions of the type
            contemplated by this Agreement, Registration Rights Agreement and
            Indenture, including without limitation any applicable regulations
            of the Commission and other federal and state governmental or
            regulatory authorities or courts and orders, judgments and decrees
            known to us and applicable to the Parent, the Company or any
            subsidiary of the Company or any of their respective properties or
            assets, except, in the case of clause (ii), for such conflicts or
            violations as would not, considering all such cases in the
            aggregate, have a Material Adverse Effect.

                  (viii) This Agreement has been duly authorized, executed and
            delivered by the Parent and the Company. This Agreement conforms in
            all material respects to the description thereof contained in the
            Offering Document;

                  (ix) Assuming (a) as to factual matters, the accuracy of and
            compliance with the representations, warranties and covenants of the
            Company in this Agreement, (b) the accuracy of and compliance with
            the representations, warranties and covenants of the Purchasers in
            this Agreement and (c) that the offering and sale of the Offered
            Securities is conducted solely in the manner contemplated by this
            Agreement and the Offering Document, no registration of the Offered
            Securities under the Securities Act, and no qualification of an
            indenture under the Trust Indenture Act with respect thereto, is
            required in connection with the offer, sale and delivery of the
            Offered Securities to the several Purchasers and the initial resale
            of the Offered Securities by the Purchasers (it being understood
            that such counsel will not express any opinion as to any subsequent
            resale of any of the Offered Securities);

                  (x) The statements set forth in the Offering Circular under
            the caption "Certain United States Federal Income and Estate Tax
            Considerations," to the extent such statements constitute a summary
            of matters of United States Federal income tax law and legal
            conclusions with respect thereto fairly present in all material
            respects such legal matters; and

                  (xi) The statements set forth in the Offering Circular under
            the captions "Offering Circular Summary -- The Offering," "Certain
            Relationships and Related Party Transactions," "Description of
            Indebtedness and Other Obligations," "Description of the Notes,"
            "Plan of Distribution" and "Transfer Restrictions," insofar as they
            purport to constitute summaries of matters of law and legal matters
            or the documents referred to therein, are correct in all material
            respects.

            Such counsel will also advise that, while such counsel has not
      undertaken any independent investigation to determine the existence or
      absence of any factual circumstances or conditions, and

                                       15
<PAGE>

      do not assume any responsibility for or pass upon the accuracy,
      completeness or fairness of the statements in the Offering Circular, such
      counsel has participated in the preparation of the Offering Circular and
      in conferences with officers and other representatives of the Company, the
      Parent, the Purchasers and their counsel and representatives of the
      independent public accountants for the Company and the Parent, at which
      conferences the contents of the Offering Circular and related matters were
      discussed, and nothing has come to such counsel's attention that has
      caused such counsel to believe that the Offering Circular, or any
      amendment or supplement thereto, as of the date thereof and as of the
      Closing Date, 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, in the light of the
      circumstances under which they were made. Notwithstanding the foregoing,
      such counsel need not express any belief with respect to (i) the financial
      statements and the notes and schedules thereto included in, incorporated
      by reference into or omitted from the Offering Circular or (ii) any
      financial data (or statistical data derived from such financial statements
      or financial data) contained in, incorporated by reference in or omitted
      from the Offering Circular.

            (d) The Purchasers shall have received an opinion, dated the Closing
      Date, of Bonni G. Davis, Esq. General Counsel of the Company and the
      Parent, that:

                  (i) The Company is a corporation duly organized, validly
            existing and in good standing under the laws of the State of
            Delaware and is duly qualified to transact business and is in good
            standing (to the extent such term is recognized in such
            jurisdiction) in each jurisdiction in which the conduct of its
            businesses or the ownership or leasing of property requires such
            qualification, except to the extent that the failure to be so
            qualified or in good standing, considering all such cases in the
            aggregate, would not have a Material Adverse Effect; all of the
            issued and outstanding capital stock of the Company is owned by the
            Parent directly, free from liens, encumbrances and defects, except
            as disclosed in the Offering Document;

                  (ii) The entities listed on Schedule C hereto are the only
            subsidiaries, direct or indirect, of the Company. Each subsidiary of
            the Company (i) has been duly incorporated or formed and (ii) except
            for the entities listed on Schedule C-1 (which entities are dormant
            entities that hold no assets and conduct no business), is a
            corporation, in good standing under the laws of the jurisdiction of
            its incorporation duly organized, validly existing and duly
            qualified to do business as a foreign corporation in good standing
            (to the extent such term is recognized in such jurisdiction) in all
            other jurisdictions in which its ownership or lease of property or
            the conduct of its business requires such qualification, except to
            the extent that the failure to be so qualified or in good standing,
            considering all such cases in the aggregate, would not have a
            Material Adverse Effect; all of the issued and outstanding capital
            stock of each subsidiary of the Company has been duly authorized and
            validly issued and is fully paid and nonassessable; and all of the
            capital stock of each subsidiary is owned by the Company, directly
            or through subsidiaries, free from liens, encumbrances and defects,
            except as disclosed in the Offering Document;

                  (iii) The execution, delivery and performance of the
            Indenture, this Agreement and the Registration Rights Agreement, and
            the consummation of the transactions contemplated hereby and
            thereby, including, without limitation, the issuance and sale of the
            Offered Securities and the issuance of the Exchange Securities and
            compliance with the terms and provisions thereof, and the
            application of the proceeds of such offering, as described in the
            Offering Circular under the caption "Use of Proceeds," do not and
            will not result in a breach of any of the terms or provisions of, or
            constitute a default (with or without due notice and/or lapse of
            time) under, any agreement or instrument to which the Parent, the
            Company or any subsidiary of the Company is a party or by which any
            of them or any of their respective properties or assets is or may be
            bound, except for such conflicts, violations, breaches or defaults
            as would not, considering all such cases in the aggregate, have a
            Material Adverse Effect. The Company has full power and authority to
            authorize, issue and sell the Offered Securities as contemplated by
            this Agreement;

                                       16
<PAGE>

                  (iv) To such counsel's knowledge, there are no pending,
            threatened or contemplated actions, suits or proceedings against or
            affecting the Parent, the Company, any subsidiary of the Company or
            any of their respective properties that, if determined adversely to
            the Parent, the Company or any subsidiary of the Company, would
            individually or in the aggregate reasonably be expected to have a
            Material Adverse Effect;

                  (v) To such counsel's knowledge, neither Parent nor the
            Company nor any of the subsidiaries of the Company has received any
            notice that any default by Parent or the Company or any of the
            subsidiaries of the Company has occurred and is continuing under any
            of the license agreements with host store groups described or
            identified in the Offering Document to which Parent or the Company
            or any of the subsidiaries of the Company are a party and no
            condition exists which could individually or in the aggregate
            reasonably be expected to result in the termination or nonrenewal of
            any such license agreement, except as disclosed in the Offering
            Document;

                  (vi) To such counsel's knowledge, neither Parent nor the
            Company nor any subsidiary of the Company is (i) in violation of its
            respective charter or by-laws or (ii) except as would not have a
            Material Adverse Effect, in default in the performance of any
            obligation, agreement, covenant or condition contained in any
            agreement or instrument to which the Parent, the Company or any
            subsidiary of the Company is a party or by which the Parent, the
            Company or any subsidiary of the Company or their respective
            property is bound;

                  (vii) To such counsel's knowledge, except as disclosed in the
            Offering Document, there are no contracts, agreements or
            understandings between the Company and any person granting such
            person the right to require the Company to file a registration
            statement under the Securities Act with respect to any securities of
            the Company or to require the Company to include such securities
            with the Offered Securities or Exchange Securities registered
            pursuant to any registration statement; and

                  (viii) The descriptions under the headings "Business -- Terms
            of Lease Agreements" and "Legal Proceedings" in the Annual Report on
            Form 10-K for the fiscal year ended January 31, 2004 of each of the
            Parent and the Company of statutes, legal and governmental
            proceedings and contracts and other documents are accurate and
            fairly present the information required to be shown.

            Such counsel will also advise that, while such counsel has not
      undertaken any independent investigation to determine the existence or
      absence of any factual circumstances or conditions, and does not assume
      any responsibility for or pass upon the accuracy, completeness or fairness
      of the statements in the Offering Circular, such counsel has participated
      in the preparation of the Offering Circular and in conferences with
      officers and other representatives of the Company, the Parent, the
      Purchasers and their counsel and representatives of the independent public
      accountants for the Company and the Parent, at which conferences the
      contents of the Offering Circular and related matters were discussed, and
      nothing has come to such counsel's attention that has caused such counsel
      to believe that that the Offering Circular, or any amendment or supplement
      thereto, as of the date thereof and as of the Closing Date, 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, in the light of the circumstances under which they were
      made. Notwithstanding the foregoing, such counsel need not express any
      belief with respect to (i) the financial statements and the notes and
      schedules thereto included in, incorporated by reference into or omitted
      from the Offering Circular or (ii) any financial data (or statistical data
      derived from such financial statements or financial data) contained in,
      incorporated by reference in or omitted from the Offering Circular.

            (e) The Purchasers shall have received from Dewey Ballantine LLP,
      counsel for the Purchasers, such opinion or opinions, dated the Closing
      Date, with respect to the incorporation of the

                                       17
<PAGE>

      Company, 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
      CSFB may require, and the Company shall have furnished to such counsel
      such documents as they request for the purpose of enabling them to pass
      upon such matters.

            (f) The Purchasers shall have received certificates, dated the
      Closing Date, of the President or any Vice President and the principal
      financial or accounting officer of the Parent and the Company,
      respectively, in which such officers, to the best of their knowledge after
      reasonable investigation, shall state that the respective representations
      and warranties of the Parent and the Company in this Agreement are true
      and correct, that the Parent and the Company have complied with all of
      their respective agreements and satisfied all respective conditions on
      their part to be performed or satisfied hereunder at or prior to the
      Closing Date, and that, subsequent to the date of the most recent
      financial statements in the Offering Document (exclusive of any amendments
      or supplements thereto on or after the date of this Agreement) 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 Parent and
      its subsidiaries taken as a whole or the Company and its subsidiaries
      taken as a whole, except as set forth in the Offering Document or as
      described in such certificates.

            (g) The Purchasers shall have received a letter, dated the Closing
      Date, of Deloitte & Touche 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.

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

      7. Indemnification and Contribution. (a) The Company will indemnify and
hold harmless each Purchaser, its partners, members, directors, officers and
affiliates 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 such 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 breach of any of the representations and warranties of
the Parent and the Company contained herein or 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 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 failure to perform its obligations under Section
5(a) of this Agreement, and will reimburse each Purchaser for 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 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 by any Purchaser
through CSFB 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; provided, further, however, that the foregoing indemnity
agreement with respect to losses, claims, damages or liabilities shall not inure
to the benefit of any Purchaser (or any person controlling any Purchaser) with
respect to any losses, claims, damages arising out of or based upon (x) any
untrue statement or alleged untrue statement of any material fact in the
Preliminary Offering Circular or (y) the omission or alleged omission to state
in the Preliminary Offering Circular a material fact necessary in order to make
the statement therein, in light of the circumstances under which they were made,
not misleading, if: (1) the Company furnished sufficient copies of the Offering
Circular to all persons purchasing notes from the Purchasers in the initial
resale of such notes (such persons, "Initial Resale Purchasers") at or

                                       18
<PAGE>

prior to the written confirmation of the sale of the Offered Securities to such
person; (2) the Initial Resale Purchaser asserting such losses, claims, damages
or liabilities purchased Offered Securities in the initial resale from the
Purchasers and a copy of the Offering Circular was not sent or given by or on
behalf of such Purchaser to such Initial Resale Purchaser; and (3) the Offering
Circular would have cured the defect giving rise to such losses, claims, damages
or liabilities.

      (b) Each Purchaser will severally and not jointly indemnify and hold
harmless the Company, its directors and officers and each person, if any, who
controls the Company within the meaning of Section 15 of the Securities Act,
against any losses, claims, damages or liabilities to which the Company 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 by such
Purchaser through CSFB specifically for use therein, and will reimburse any
legal or other expenses reasonably incurred by the Company 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 under the caption "Plan of Distribution" furnished on
behalf of each Purchaser: the names of the Purchasers set forth in paragraph
one; paragraph three; the third sentence of paragraph ten; and the second
sentence of paragraph thirteen; 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 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 failure to notify the indemnifying party shall not relieve it
from any liability that it may have under subsection (a) or (b) above except to
the extent that it has been materially prejudiced (through the forfeiture of
substantive rights or defenses) by such failure; and provided further that the
failure to notify the indemnifying party shall not relieve it from any liability
that it may have to an 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. Notwithstanding the election of the indemnifying party
to assume the defense of such litigation or proceeding, such indemnified party
shall have the right to employ separate counsel and to participate in the
defense of such litigation or proceeding, and the indemnifying party shall bear
the reasonable fees, costs and expenses of such separate counsel and shall pay
such reasonable fees, costs and expenses at least quarterly (provided that with
respect to any single litigation or proceeding or with respect to several
litigations or proceedings involving substantially similar legal claims, the
indemnifying party shall not be required to bear the fees, costs and expenses of
more than one such counsel in addition to any local counsel) if (i) in the
reasonable judgment of such indemnified party the use of counsel chosen by the
indemnifying party to represent such indemnified party would present such
counsel with a conflict of interest, (ii) the defendants in, or targets of, any
such litigation or proceeding include both an indemnified party and the
indemnifying party, and such indemnified party shall have reasonably concluded
that there may be legal defenses available to it or to other indemnified parties
that are different from or additional to those available to the indemnifying
party (in which case the indemnifying party shall not have the right to direct
the defense of such action on behalf of the indemnified party), (iii) the
indemnifying party shall not have employed counsel satisfactory to such
indemnified party, in the exercise

                                       19
<PAGE>

of the indemnified party's reasonable judgment, to represent such indemnified
party within a reasonable time after notice of the institution of such
litigation or proceeding or (iv) the indemnifying party shall authorize in
writing such indemnified party to employ separate counsel at the expense of the
indemnifying party. In any action or proceeding the defense of which the
indemnifying party assumes, the indemnified party shall have the right to
participate in such litigation and retain its own counsel at such indemnified
party's own expense. 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 (i) an unconditional release of such
indemnified party from all liability on any claims that are the subject matter
of such action and (ii) 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 on the
one hand and the Purchasers on the other from the offering of the Offered
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 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 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 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). No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. 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 discounts, fees and commissions received
by such Purchaser 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 under this Section shall be in addition
to any liability which the Company 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 respective Purchasers may otherwise have and shall extend,
upon the same terms and conditions, to each person, if any, who controls the
Company 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 the Offered Securities that such defaulting Purchaser or Purchasers
agreed but failed to purchase does not exceed 10% of the total principal amount
of the Offered Securities, CSFB 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 the Offered
Securities with respect to which such default or defaults occur exceeds 10% of
the total principal amount of

                                       20
<PAGE>

the Offered Securities and arrangements satisfactory to CSFB 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
Parent and the Company or its 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 Parent, the Company or any of their
respective representatives, officers or directors or any controlling person or
any affiliate of any Purchaser, 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 shall remain responsible for the expenses to be paid or
reimbursed by it pursuant to Section 5 and the obligations of (i) the Company
and (ii) 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, any other default or breach of this Agreement by the Purchasers or
the occurrence of any event specified in clause (iii), (iv), (vi), (vii) or
(viii) of Section 6(b), the Company will reimburse the Purchasers for all
reasonable and documented out-of-pocket expenses (including reasonable and
documented 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 LLC, Eleven Madison Avenue, New York,
N.Y. 10010-3629, Attention: Transactions Advisory Group, or, if sent to the
Parent or Company, will be mailed, delivered or telegraphed and confirmed to it
at 529 Fifth Avenue, 6th Floor, New York, NY 10017, Attention: Vice President,
Secretary and General Counsel; 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 as if such holders
were parties hereto.

      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 Parent and the Company 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.

                                       21
<PAGE>

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

                                  Very truly yours,

                                       FINLAY FINE JEWELRY CORPORATION

                                       By: /s/ Bruce E. Zurlnick
                                           --------------------------------
                                           Name:  Bruce E. Zurlnick
                                           Title: Senior Vice President,
                                                  Treasurer and CFO


                                       FINLAY ENTERPRISES, INC.

                                       By: /s/ Bruce E. Zurlnick
                                           --------------------------------
                                           Name:  Bruce E. Zurlnick
                                           Title: Senior Vice President,
                                                  Treasurer and CFO

The foregoing Purchase Agreement is hereby confirmed and accepted as of the date
first above written.


CREDIT SUISSE FIRST BOSTON LLC

By: /s/ Andrew R. Taussig
    --------------------------------
    Name:  Andrew R. Taussig
    Title: Managing Director

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

                                       22
<PAGE>

                                   SCHEDULE A

                                                      PRINCIPAL AMOUNT OF
      PURCHASER                                       OFFERED SECURITIES
      ---------                                       ------------------
Credit Suisse First Boston LLC...................     $120,000,000
J.P. Morgan Securities Inc.......................     $60,000,000
SG Americas Securities, LLC......................     $20,000,000






                                                      ------------
                  Total..........................     $200,000,000
                                                      ============

                                       23
<PAGE>

                                   SCHEDULE B


                                      None.














                                       24
<PAGE>

                                   SCHEDULE C

                                  SUBSIDIARIES

Subsidiary                                            Jurisdiction
----------                                            ------------

Finlay Fine Jewelry Corporation                         Delaware
Finlay Jewelry, Inc.                                    Delaware
Finlay Merchandising & Buying, Inc.                     Delaware
Sonab Holdings, Inc.                                    Delaware
Sonab International, Inc.                               Delaware
Societe Nouvelle D'Achat de Bijouterie - S.O.N.A.B.     France
eFinlay, Inc.                                           Delaware


                                       25
<PAGE>

                                  SCHEDULE C-1

                              INACTIVE SUBSIDIARIES

Subsidiary                                            Jurisdiction
----------                                            ------------

Finlay Jewelry, Inc.                                     Delaware
Sonab Holdings, Inc.                                     Delaware
Sonab International, Inc.                                Delaware
Societe Nouvelle D'Achat de Bijouterie - S.O.N.A.B.      France


                                       26