<PAGE>

                                                           EXHIBIT 4.10


-----------------------------------------------------------------------------






                               RBX CORPORATION

                                 $100,000,000
                  12% Series A Senior Secured Notes due 2003







                              PURCHASE AGREEMENT



                         Dated as of December 5, 1997









        Donaldson, Lufkin & Jenrette           Chase Securities Inc.
           Securities Corporation






-----------------------------------------------------------------------------
<PAGE>

                                 $100,000,000

                  12% Series A Senior Secured Notes due 2003

                              of RBX CORPORATION


                              PURCHASE AGREEMENT

                                                             December 5, 1997


DONALDSON, LUFKIN & JENRETTE
   SECURITIES CORPORATION
   CHASE SECURITIES INC.

c/o Donaldson, Lufkin & Jenrette Securities Corporation
    277 Park Avenue
    New York, New York  10005

Dear Sirs:

          RBX Corporation, a Delaware corporation (the "Company"), proposes to
issue and sell to Donaldson, Lufkin & Jenrette Securities Corporation and
Chase Securities Inc. (each an "Initial Purchaser," and collectively, the
"Initial Purchasers"), in the respective amounts set forth on Schedule B
hereto, an aggregate of $100,000,000 principal amount of its 12% Series A
Senior Secured Notes due 2003 (the "Series A Notes"), subject to the terms and
conditions set forth herein.  The Series A Notes are to be issued pursuant to
the provisions of an indenture (the "Indenture"), to be dated as of the
Closing Date (as defined below), among the Company, the Subsidiary Guarantors
(as defined below) and State Street Bank and Trust Company, as trustee (the
"Trustee"). The Series A Notes and the Series B Notes (as defined below)
issuable in exchange therefor are collectively referred to herein as the
"Notes."  The Notes will be guaranteed on a senior secured basis (the
"Subsidiary Guarantees") by each of the entities listed on Schedule A hereto
(each, a "Subsidiary Guarantor", and collectively, the "Subsidiary
Guarantors").  Capitalized terms used but not defined herein shall have the
meanings given to such terms in the Indenture.

          1.     OFFERING MEMORANDUM.  The Series A Notes will be offered and
sold to the Initial Purchasers pursuant to one or more exemptions from the
registration requirements under the Securities Act of 1933, as amended (the
"Act").  The Company and the Subsidiary Guarantors have prepared a preliminary
offering memorandum, dated November 25, 1997 (the "Preliminary Offering
Memorandum"), and a final offering memorandum, dated December 5, 1997 (the
"Offering Memorandum"), relating to the Series A Notes and the Subsidiary
Guarantees.

          Upon original issuance thereof, and until such time as the same is
no longer required pursuant to the Indenture, the Series A Notes (and all
securities issued in exchange therefor, in substitution thereof or upon
conversion thereof) shall bear the following legend:

     "THIS NOTE (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND, ACCORDINGLY,
MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED
STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET
FORTH IN THE FOLLOWING SENTENCE.  BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL
INTEREST HEREIN, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED
INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) (A
"QIB"), (B) IT IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE
WITH REGULATION S UNDER THE SECURITIES ACT OR (C) IT IS AN INSTITUTIONAL
"ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) OF
REGULATION D UNDER THE SECURITIES ACT (AN "IAI"), (2) AGREES THAT IT WILL NOT
RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE COMPANY OR ANY OF ITS
SUBSIDIARIES, (B) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QIB
PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) IN

                                       2
<PAGE>

     AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR 904 UNDER
THE SECURITIES ACT, (D) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144
UNDER THE SECURITIES ACT, (E) TO AN IAI THAT, PRIOR TO SUCH TRANSFER,
FURNISHES TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS
AND AGREEMENTS RELATING TO THE TRANSFER OF THIS NOTE (THE FORM OF WHICH LETTER
CAN BE OBTAINED FROM THE TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF AN
AGGREGATE PRINCIPAL AMOUNT OF NOTES LESS THAN $250,000, AN OPINION OF COUNSEL
ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE
SECURITIES ACT, (F) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL
ACCEPTABLE TO THE COMPANY) OR (G) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH THE APPLICABLE SECURITIES LAWS
OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION, AND
(3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE OR AN
INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS
LEGEND.  AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION" AND "UNITED STATES"
HAVE THE MEANINGS GIVEN TO THEM BY RULE 902 OF REGULATION S UNDER THE
SECURITIES ACT.  THE INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO
REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING."

          2.     AGREEMENTS TO SELL AND PURCHASE.  On the basis of the
representations, warranties and covenants contained in this Agreement, and
subject to the terms and conditions contained herein, the Company agrees to
issue and sell to the Initial Purchasers, and the Initial Purchasers agree,
severally and not jointly, to purchase from the Company, $100,000,000
aggregate principal amount of Series A Notes in the respective principal
amounts set forth opposite their names on Schedule B hereto at the purchase
price equal to 97.25% of the principal amount thereof (the "Purchase Price").

          3.     TERMS OF OFFERING.  The Initial Purchasers have advised the
Company that the Initial Purchasers will make offers (the "Exempt Resales") of
the Series A Notes purchased hereunder on the terms set forth in the Offering
Memorandum, as amended or supplemented, solely to (i) persons whom the Initial
Purchasers reasonably believe to be "qualified institutional buyers" as
defined in Rule 144A under the Act ("QIBs"), and (ii) to persons permitted to
purchase the Series A Notes in offshore transactions in reliance upon
Regulation S under the Act (each, a "Regulation S Purchaser") (such persons
specified in clauses (i) and (ii) being referred to herein as the "Eligible
Purchasers").  The Initial Purchasers will offer the Series A Notes to
Eligible Purchasers initially at a price equal to 100% of the principal amount
thereof.  Such price may be changed at any time without notice.

          Holders (including subsequent transferees) of the Series A Notes
will have the registration rights set forth in the registration rights
agreement (the "Registration Rights Agreement"), to be dated the Closing Date,
in substantially the form of Exhibit A hereto, for so long as such Series A
Notes constitute "Transfer Restricted Securities" (as defined in the
Registration Rights Agreement).  Pursuant to the Registration Rights
Agreement, the Company and the Subsidiary Guarantors will agree to file with
the Securities and Exchange Commission (the "Commission") under the
circumstances set forth therein, (i) a registration statement under the Act
(the "Exchange Offer Registration Statement") relating to the Company's 12%
Series B Senior Secured Notes due 2003 (the "Series B Notes"), to be offered
in exchange for the Series A Notes (such offer to exchange being referred to
as the "Exchange Offer") and the Subsidiary Guarantees thereof and (ii) a
shelf registration statement pursuant to Rule 415 under the Act (the "Shelf
Registration Statement" and, together with the Exchange Offer Registration
Statement, the "Registration Statements") relating to the resale by certain
holders of the Series A Notes and to use their best efforts to cause such
Registration Statements to be declared and remain effective and usable for the
periods specified in the Registration Rights Agreement and to consummate the
Exchange Offer.  This Agreement, the Indenture, the Notes, the Subsidiary
Guarantees, the Collateral Documents (as defined in the Indenture), the
Registration Rights Agreement, and the New Credit Agreement (as defined below)
are hereinafter sometimes referred to collectively as the "Operative
Documents."

          4.     DELIVERY AND PAYMENT.  Delivery of, and payment of the
Purchase Price for, the Series A Notes shall be made at the offices of Latham
& Watkins at 885 Third Avenue, New York, New York 10022, or such other
location as may be mutually acceptable.  Such delivery and payment shall be
made at 9:00 a.m., New York City time, on December 11, 1997, or

                                       3
<PAGE>

at such other time as shall be agreed upon by the Initial Purchasers and the
Company.  The time and date of such delivery and the payment are herein called
the "Closing Date."

          One or more of the Series A Notes in definitive global form,
registered in the name of Cede & Co., as nominee of The Depository Trust
Company ("DTC"), having an aggregate principal amount corresponding to the
aggregate principal amount of the Series A Notes (collectively, the "Global
Note"), shall be delivered by the Company to the Initial Purchasers (or as the
Initial Purchasers direct) in each case with any transfer taxes thereon duly
paid by the Company against payment by the Initial Purchasers of the Purchase
Price thereof by wire transfer in same day funds to the order of the Company.
The Global Note shall be made available to the Initial Purchasers for
inspection not later than 9:30 a.m., New York City time, on the business day
immediately preceding the Closing Date.

          5.     AGREEMENTS OF THE COMPANY AND THE SUBSIDIARY GUARANTORS.  The
Company and each of the Subsidiary Guarantors agree, jointly and severally,
with the Initial Purchasers as follows:

                 (a)     To advise the Initial Purchasers promptly and, if
     requested by any of the Initial Purchasers, confirm such advice in
     writing, (i) of the issuance by any state securities commission of any
     stop order suspending the qualification or exemption from qualification
     of any Series A Notes (including the Subsidiary Guarantees thereof) for
     offering or sale in any jurisdiction designated by the Initial Purchasers
     pursuant to Section 5(e) hereof, or the initiation of any proceeding by
     any state securities commission or any other federal or state regulatory
     authority for such purpose, and (ii) of the happening of any event during
     the period referred to in Section 5(c) below that makes any statement of
     a material fact made in the Preliminary Offering Memorandum or the
     Offering Memorandum untrue or that requires any additions to or changes
     in the Preliminary Offering Memorandum or the Offering Memorandum in
     order to make the statements therein not misleading.  The Company and
     each of the Subsidiary Guarantors shall use its respective best efforts
     to prevent the issuance of any stop order or order suspending the
     qualification or exemption of any Series A Notes (including the
     Subsidiary Guarantees thereof) under any state securities or Blue Sky
     laws and, if at any time any state securities commission or other federal
     or state regulatory authority shall issue an order suspending the
     qualification or exemption of any Series A Notes (including the
     Subsidiary Guarantees thereof) under any state securities or Blue Sky
     laws, the Company and each of the Subsidiary Guarantors shall use its
     best efforts to obtain the withdrawal or lifting of such order at the
     earliest possible time.

                 (b)     To furnish to each Initial Purchaser and those
     persons identified by the Initial Purchasers to the Company, without
     charge, as many copies of the Preliminary Offering Memorandum and the
     Offering Memorandum and any amendments or supplements thereto, as such
     Initial Purchaser may reasonably request.  Subject to the Initial
     Purchasers' compliance with the representations, warranties and
     agreements set forth in Section 7 hereof, the Company and each of the
     Subsidiary Guarantors consents to the use of the Preliminary Offering
     Memorandum and Offering Memorandum, and any amendments or supplements
     thereto, by the Initial Purchasers in connection with Exempt Resales.

                 (c)     During such period as in the opinion of counsel for
     the Initial Purchasers an Offering Memorandum is required by law to be
     delivered in connection with Exempt Resales by the Initial Purchasers and
     in connection with market-making activities of the Initial Purchasers for
     so long as any Series A Notes are outstanding, (i) not to make any
     amendment or supplement to the Offering Memorandum of which the Initial
     Purchasers shall not previously have been advised or to which the Initial
     Purchasers shall reasonably object after being so advised and (ii) to
     prepare promptly upon the Initial Purchasers' reasonable request, any
     amendment or supplement to the Offering Memorandum which may be necessary
     or advisable in connection with such Exempt Resales or such market-making
     activities.

                 (d)     If, during the period referred to in Section 5(c)
     above, any event shall occur or condition shall exist as a result of
     which, in the opinion of counsel to the Initial Purchasers, it becomes
     necessary to amend or

                                       4
<PAGE>

     supplement the Offering Memorandum in order to make the statements
     therein, in the light of the circumstances when such Offering Memorandum
     is delivered to an Eligible Purchaser, not misleading, or if, in the
     opinion of counsel to the Initial Purchasers, it is necessary to amend or
     supplement the Offering Memorandum to comply with any applicable law,
     promptly to prepare an appropriate amendment or supplement to such
     Offering Memorandum so that the statements therein, as so amended or
     supplemented, will not, in the light of the circumstances when it is so
     delivered, be misleading, or so that such Offering Memorandum will comply
     with applicable law, and to furnish to each Initial Purchaser and such
     other persons as the Initial Purchasers may designate, without charge,
     such number of copies thereof as each Initial Purchaser may reasonably
     request.

                 (e)     Prior to the sale of all Series A Notes pursuant to
     Exempt Resales as contemplated hereby, to cooperate with the Initial
     Purchasers and counsel to the Initial Purchasers in connection with the
     registration or qualification of the Series A Notes (including the
     Subsidiary Guarantees thereof) for offer and sale to the Initial
     Purchasers and pursuant to Exempt Resales under the state securities or
     Blue Sky laws of such jurisdictions as the Initial Purchasers may request
     and to continue such qualification in effect so long as required for
     Exempt Resales and to file such consents to service of process or other
     documents as may be necessary in order to effect such registration or
     qualification; provided, however, that neither the Company nor any
     Subsidiary Guarantor shall be required in connection therewith to
     register or qualify as a foreign corporation in any jurisdiction in which
     it is not now so qualified or to take any action that would subject it to
     general consent to service of process or taxation, other than as to
     matters and transactions relating to the Preliminary Offering Memorandum,
     the Offering Memorandum or Exempt Resales, in any jurisdiction in which
     it is not now so subject.

                 (f)     So long as the Notes are outstanding, (i) to mail and
     make generally available as soon as practicable after the end of each
     fiscal year to the record holders of the Notes a financial report of the
     Company and its subsidiaries on a consolidated basis (and a similar
     financial report of all unconsolidated subsidiaries, if any), all such
     financial reports to include  a consolidated balance sheet, a
     consolidated statement of operations, a consolidated statement of cash
     flows and a consolidated statement of stockholders' equity as of the end
     of and for such fiscal year, together with comparable information as of
     the end of and for the preceding year, certified by the Company's
     independent public accountants and (ii) to mail and make generally
     available as soon as practicable after the end of each quarterly period
     (except for the last quarterly period of each fiscal year) to such
     holders, a consolidated balance sheet, a consolidated statement of
     operations and a consolidated statement of cash flows (and similar
     financial reports of all unconsolidated subsidiaries, if any) as of the
     end of and for such period, and for the period from the beginning of such
     year to the close of such quarterly period, together with comparable
     information for the corresponding periods of the preceding year.

                 (g)     So long as the Notes are outstanding, to furnish to
     the Initial Purchasers promptly upon their becoming available copies of
     all reports or other communications furnished by the Company or any of
     the Subsidiary Guarantors to its security holders or furnished to or
     filed with the Commission or any national securities exchange on which
     any class of securities of the Company or any of the Subsidiary
     Guarantors is listed and such other publicly available information
     concerning the Company or its subsidiaries as the Initial Purchasers may
     reasonably request.

                 (h)     So long as any of the Series A Notes remain
     outstanding and during any period in which the Company and the Subsidiary
     Guarantors are not subject to Section 13 or 15(d) of the Securities
     Exchange Act of 1934, as amended (the "Exchange Act"), to make available
     to any holder of Series A Notes in connection with any sale thereof and
     any prospective purchaser of such Series A Notes from such holder, the
     information ("Rule 144A Information") required by Rule 144A(d)(4) under
     the Act.

                 (i)     Whether or not the transactions contemplated in this
     Agreement are consummated or this Agreement is terminated, to pay or
     cause to be paid all expenses incident to the performance of the
     obligations of the Company and the Subsidiary Guarantors under this
     Agreement, including:  (i) the fees, disbursements and expenses of
     counsel to the Company and the Subsidiary Guarantors and accountants of
     the Company and the Subsidiary Guarantors in connection with the sale and
     delivery of the Series A Notes to the Initial Purchasers and pursuant to
     Exempt Resales, and all other fees or expenses in connection with the
     preparation,

                                       5
<PAGE>

     printing, filing and distribution of the Preliminary Offering Memorandum,
     the Offering Memorandum and all amendments and supplements to any of the
     foregoing (including financial statements) specified in Section 5(b) and
     5(c) prior to or during the period specified in Section 5(c), including
     the mailing and delivering of copies thereof to the Initial Purchasers
     and persons designated by them in the quantities specified herein, (ii)
     all costs and expenses related to the transfer and delivery of the Series
     A Notes to the Initial Purchasers and pursuant to Exempt Resales,
     including any transfer or other taxes payable thereon, (iii) all costs of
     printing or producing this Agreement, the other Operative Documents and
     any other agreements or documents in connection with the offering,
     purchase, sale or delivery of the Series A Notes, (iv) all expenses in
     connection with the registration or qualification of the Series A Notes
     and the Subsidiary Guarantees for offer and sale under the securities or
     Blue Sky laws of the several states and all costs of printing or
     producing any preliminary and supplemental Blue Sky memoranda in
     connection therewith (including the filing fees and fees and
     disbursements of counsel for the Initial Purchasers in connection with
     such registration or qualification and memoranda relating thereto), (v)
     the cost of printing certificates representing the Series A Notes and the
     Subsidiary Guarantees, (vi) all expenses and listing fees in connection
     with the application for quotation of the Series A Notes in the National
     Association of Securities Dealers, Inc. ("NASD") Automated Quotation
     System - PORTAL ("PORTAL"), (vii) the fees and expenses of the Trustee
     and the Trustee's counsel in connection with the Indenture, the Notes and
     the Subsidiary Guarantees, (viii) the costs and charges of any transfer
     agent, registrar or depositary (including DTC), (ix) any fees charged by
     rating agencies for the rating of the Notes, (x) all costs and expenses
     of the Exchange Offer and any Registration Statement, as set forth in the
     Registration Rights Agreement, (xi) all "road show" and other marketing
     expenses related to the preparation of slides, videotapes and printed
     marketing materials, and travel, hotel, food and entertainment expenses
     of affiliates of the Company and the Subsidiary Guarantors; (xii) the
     creation and perfection of security interests in the Collateral in favor
     of the Trustee pursuant to the Collateral Documents, including, without
     limitation, fees and related expenses for UCC searches, filing and
     recording fees and related expenses, recording taxes and related
     expenses, and fees and disbursements of counsel to the Company and the
     Subsidiary Guarantors for providing such opinions as are specified in
     this Agreement (including, without limitation, fees and disbursements of
     counsel to the extent incurred in its capacity as local counsel providing
     the opinions set forth in Section 9(g) hereof), and (xiii) and all other
     costs and expenses incident to the performance of the obligations of the
     Company and the Subsidiary Guarantors hereunder for which provision is
     not otherwise made in this Section.

                 (j)     To use its best efforts to effect the inclusion of
     the Series A Notes in  PORTAL and to maintain the listing of the Series A
     Notes on PORTAL for so long as the Series A Notes are outstanding.

                 (k)     To obtain the approval of DTC for "book-entry"
     transfer of the Notes, and to comply with all of its agreements set forth
     in the representation letters of the Company and the Subsidiary
     Guarantors to DTC relating to the approval of the Notes by DTC for
     "book-entry" transfer.

                 (l)     During the period beginning on the date hereof and
     continuing to and including the Closing Date, not to offer, sell,
     contract to sell or otherwise transfer or dispose of any debt securities
     of the Company or any Subsidiary Guarantor or any warrants, rights or
     options to purchase or otherwise acquire debt securities of the Company
     or any Subsidiary Guarantor substantially similar to the Notes and the
     Subsidiary Guarantees (other than (i) the Notes and the Subsidiary
     Guarantees, (ii) indebtedness under the New Credit Agreement and (iii)
     commercial paper issued in the ordinary course of business), without the
     prior written consent of Donaldson, Lufkin & Jenrette Securities
     Corporation.

                 (m)     Not to sell, offer for sale or solicit offers to buy
     or otherwise negotiate in respect of any security (as defined in the Act)
     that would be integrated with the sale of the Series A Notes to the
     Initial Purchasers or pursuant to Exempt Resales in a manner that would
     require the registration of any such sale of the Series A Notes under the
     Act.

                 (n)     Not to voluntarily claim, and to actively resist any
     attempts to claim, the benefit of any usury laws against the holders of
     any Notes.

                                       6
<PAGE>

                 (o)     To cause the Exchange Offer to be made in the
     appropriate form to permit Series B Notes and guarantees thereof by the
     Subsidiary Guarantors registered pursuant to the Act to be offered in
     exchange for the Series A Notes and the Subsidiary Guarantees and to
     comply with all applicable federal and state securities laws in
     connection with the Exchange Offer.

                 (p)     To comply with all of its agreements set forth in the
     Registration Rights Agreement.

                 (q)     To use its best efforts to do and perform all things
     required or necessary to be done and performed under this Agreement by
     the Company and the Subsidiary Guarantors prior to or after the Closing
     Date and to satisfy all conditions precedent on its part to the delivery
     of the Series A Notes and the Subsidiary Guarantees.

          6.     REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE COMPANY AND
THE SUBSIDIARY GUARANTORS.  As of the date hereof, each of the Company and the
Subsidiary Guarantors, jointly and severally, represents and warrants to, and
agrees with, each of the Initial Purchasers that:

                 (a)     The Preliminary Offering Memorandum and the Offering
     Memorandum do not, and any supplement or amendment to them will not,
     contain any untrue statement of a material fact or omit to state any
     material fact required to be stated therein or necessary to make the
     statements therein, in the light of the circumstances under which they
     were made, not misleading; except that the representations and warranties
     contained in this paragraph (a) shall not apply to statements in or
     omissions from the Preliminary Offering Memorandum or the Offering
     Memorandum (or any supplement or amendment thereto) based upon and in
     conformity with information relating to the Initial Purchasers furnished
     to the Company in writing by the Initial Purchasers or their authorized
     representative expressly for use therein. No stop order preventing the
     use of the Preliminary Offering Memorandum or the Offering Memorandum, or
     any amendment or supplement thereto, or any order asserting that any of
     the transactions contemplated by this Agreement are subject to the
     registration requirements of the Act, has been issued and no proceedings
     for that purpose have been commenced or are pending, or, to the knowledge
     of the Company and the Subsidiary Guarantors are contemplated.

                 (b)     The Company and each of the Subsidiary Guarantors has
     been duly incorporated, is validly existing as a corporation in good
     standing under the laws of its jurisdiction of incorporation, has the
     requisite corporate power and authority to carry on its business as
     described in the Preliminary Offering Memorandum and the Offering
     Memorandum and to own, lease and operate its properties, and is duly
     qualified and is in good standing as a foreign corporation authorized to
     do business in each jurisdiction where the operation, ownership or
     leasing of property or the conduct of its business requires such
     qualification, except where the failure to be so qualified would not (i)
     have a material adverse effect on the properties, business, results of
     operations, condition (financial or otherwise), affairs or prospects of
     the Company and the Subsidiary Guarantors, taken as a whole, (ii)
     materially interfere with or adversely affect the issuance of the Series
     A Notes and the Subsidiary Guarantees or (iii) in any manner draw into
     question the validity of any of the Operative Documents (any of the
     events set forth in (i), (ii) or (iii), a "Material Adverse Effect").

                 (c)     The Company has all requisite corporate power and
     authority to execute, deliver and perform its obligations under this
     Agreement and the other Operative Documents to which it is a party and to
     consummate the transactions contemplated hereby and thereby, including,
     without limitation, the corporate power and authority to issue, sell and
     deliver the Series A Notes as provided herein.  Each Subsidiary Guarantor
     has all requisite corporate power and authority to execute, deliver and
     perform its obligations under this Agreement, its Subsidiary Guarantee
     and the other Operative Documents to which it is a party and to
     consummate the transactions contemplated hereby and thereby.

                 (d)     (i) all of the issued and outstanding shares of
     capital stock of the Company and each of the Subsidiary Guarantors have
     been duly authorized and

                                       7
<PAGE>

     validly issued and are fully paid and nonassessable and not subject to
     any preemptive or similar rights; (ii) the capital stock of the Company
     is owned as described in the Offering Memorandum under the caption
     "Security Ownership"; (iii) the Subsidiary Guarantors listed on Schedule
     A hereto are the only subsidiaries, direct or indirect, of the Company
     and the Company owns all of the capital stock of each of the Subsidiary
     Guarantors free and clear of any security interest, mortgage, pledge,
     claim, lien or encumbrance (each, a "Lien"), except for Liens securing
     existing bank indebtedness (which Liens shall be released
     contemporaneously with the Closing) and Liens created under the
     Collateral Documents; and (iv) except as set forth in the preceding
     clause (iii), there are no outstanding subscriptions, rights, warrants,
     options, calls, convertible securities, commitments of sale or Liens
     related to or entitling any person to purchase or otherwise to acquire
     any shares of the capital stock of, or other ownership interest in, the
     Company or any of the Subsidiary Guarantors.

                 (e)     This Agreement has been duly authorized, executed and
     delivered by the Company and each of the Subsidiary Guarantors.

                 (f)     The Indenture has been duly authorized by the Company
     and each of the Subsidiary Guarantors and, on the Closing Date, will have
     been validly executed and delivered by the Company and each of the
     Subsidiary Guarantors. When the Indenture has been duly executed and
     delivered by the Company and each of the Subsidiary Guarantors (and
     assuming the due execution and delivery thereof by the Trustee), the
     Indenture will be a valid and legally binding agreement of the Company
     and each of the Subsidiary Guarantors, enforceable against the Company
     and each of the Subsidiary Guarantors in accordance with its terms,
     except as the enforceability thereof may be limited by bankruptcy,
     insolvency, reorganization, moratorium and other similar laws relating to
     or affecting creditors' rights generally, and by general equitable
     principles (regardless of whether such enforceability is considered in a
     proceeding in equity or at law).  On the Closing Date, giving effect to
     Section 13.01 thereof, the Indenture will conform in all material
     respects to the requirements of the Trust Indenture Act of 1939, as
     amended (the "TIA" or "Trust Indenture Act"), and the rules and
     regulations of the Commission applicable to an indenture which is
     qualified thereunder.

                 (g)     The Series A Notes have been duly authorized and, on
     the Closing Date, will have been validly executed and delivered by the
     Company. When the Series A Notes have been issued, executed and
     authenticated in accordance with the terms of the Indenture and delivered
     to and paid for by the Initial Purchasers in accordance with the terms of
     this Agreement, the Series A Notes will be entitled to the benefits of
     the Indenture and will be the legally valid and binding obligations of
     the Company, enforceable against the Company in accordance with their
     terms, except as the enforceability thereof may be limited by bankruptcy,
     insolvency, reorganization, moratorium and other similar laws relating to
     or affecting creditors' rights generally, and by general equitable
     principles (regardless of whether such enforceability is considered in a
     proceeding in equity or at law).  On the Closing Date, the Series A Notes
     will conform as to legal matters to the description thereof contained in
     the Offering Memorandum.

                 (h)     The Series B Notes have been duly authorized by the
     Company, and when issued, executed and authenticated in accordance with
     the terms of the Indenture, the Registration Rights Agreement and the
     Exchange Offer, the Series B Notes will be the legally valid and binding
     obligations of the Company, enforceable against the Company in accordance
     with their terms and entitled to the benefits of the Indenture, except as
     such enforceability may be limited by bankruptcy, insolvency,
     reorganization, moratorium and other similar laws relating to or
     affecting creditors' rights generally, and by general equitable
     principles (regardless of whether such enforceability is considered in a
     proceeding in equity or at law).  When issued, the Series B Notes will
     conform as to legal matters to the description thereof contained in the
     Offering Memorandum.

                 (i)     The Subsidiary Guarantee to be endorsed on the Series
     A Notes by each Subsidiary Guarantor has been duly authorized by such
     Subsidiary Guarantor and, on the Closing Date, will have been validly
     executed and delivered by each such Subsidiary Guarantor.  When the
     Series A Notes have been issued, executed and authenticated in accordance
     with the terms of the Indenture and delivered to and

                                       8
<PAGE>

     paid for by the Initial Purchasers in accordance with the terms of this
     Agreement, the Subsidiary Guarantee of each Subsidiary Guarantor endorsed
     thereon will be entitled to the benefits of the Indenture and will be the
     valid and binding obligation of such Subsidiary Guarantor, enforceable
     against such Subsidiary Guarantor in accordance with its terms, except as
     the enforceability thereof may be limited by bankruptcy, insolvency,
     reorganization, moratorium and other similar laws relating to or
     affecting creditors' rights generally, and by general equitable
     principles (regardless of whether such enforceability is considered in a
     proceeding in equity or at law).  On the Closing Date, the Subsidiary
     Guarantees to be endorsed on the Series A Notes will conform as to legal
     matters to the description thereof in the Offering Memorandum.

                 (j)     The Subsidiary Guarantee to be endorsed on the Series
     B Notes by each Subsidiary Guarantor has been duly authorized by such
     Subsidiary Guarantor and, when issued, will have been validly executed
     and delivered by each such Subsidiary Guarantor.  When the Series B Notes
     have been issued, executed and authenticated in accordance with the terms
     of the Exchange Offer and the Indenture, the Subsidiary Guarantee of each
     Subsidiary Guarantor endorsed thereon will be entitled to the benefits of
     the Indenture and will be the valid and binding obligation of such
     Subsidiary Guarantor, enforceable against such Subsidiary Guarantor in
     accordance with its terms, except as the enforceability thereof may be
     limited by bankruptcy, insolvency, reorganization, moratorium and other
     similar laws relating to or affecting creditors' rights generally, and by
     general equitable principles (regardless of whether such enforceability
     is considered in a proceeding in equity or at law).  When the Series B
     Notes are issued, authenticated and delivered, the Subsidiary Guarantees
     to be endorsed on the Series B Notes will conform as to legal matters to
     the description thereof in the Offering Memorandum.

                 (k)     The Registration Rights Agreement has been duly
     authorized by the Company and each of the Subsidiary Guarantors and, on
     the Closing Date, will have been duly executed and delivered by the
     Company and each of the Subsidiary Guarantors.  When validly executed and
     delivered by the Company and the Subsidiary Guarantors (assuming the due
     execution and delivery thereof by the Initial Purchasers), the
     Registration Rights Agreement will be the legally valid and binding
     obligation of the Company and each of the Subsidiary Guarantors,
     enforceable against the Company and each of the Subsidiary Guarantors in
     accordance with its terms, except as the enforceability thereof may be
     limited by bankruptcy, insolvency, reorganization, moratorium and other
     similar laws relating to or affecting creditors' rights generally, by
     general equitable principles (regardless of whether such enforceability
     is considered in a proceeding in equity or at law) and, as to rights of
     indemnification, by principles of public policy or federal or state
     securities laws relating thereto.  On the Closing Date, the Registration
     Rights Agreement will conform as to legal matters to the description
     thereof in the Offering Memorandum.

                 (l)     The New Credit Agreement has been duly authorized by
     the Company and each of the Subsidiary Guarantors and, when validly
     executed and delivered by the Company and each of the Subsidiary
     Guarantors on the Closing Date, will be the legally valid and binding
     obligation of the Company and each of the Subsidiary Guarantors,
     enforceable against the Company and each of the Subsidiary Guarantors in
     accordance with its terms, except as the enforceability thereof may be
     limited by bankruptcy, insolvency, reorganization, moratorium and other
     similar laws relating to or affecting creditors' rights generally, by
     general equitable principles (regardless of whether such enforceability
     is considered in a proceeding in equity or at law) and, as to rights of
     indemnification, by principles of public policy or federal or state
     securities laws relating thereto.  On the Closing Date, the New Credit
     Agreement will conform as to legal matters to the description thereof in
     the Offering Memorandum.

                 (m)     The Company and each of the Subsidiary Guarantors has
     duly authorized each Collateral Document to which it is a party and when
     validly executed and delivered by the Company and each of the Subsidiary
     Guarantors which is a party thereto, each such Collateral Document will
     be a legally valid and binding obligation of such entity enforceable
     against each in accordance with its terms, except as the enforceability
     thereof may be limited by bankruptcy, insolvency, reorganization,
     moratorium and other similar laws relating to or affecting creditors'
     rights generally, by general equitable principles (regardless of whether
     such enforceability is considered in a proceeding in equity or at law).

                                       9
<PAGE>

                 (n)     Neither the Company nor any of the Subsidiary
     Guarantors is in violation of its respective certificate of incorporation
     or bylaws or in default in the performance of any obligation, agreement,
     covenant or condition contained in any indenture, mortgage, deed of trust
     or other contract, lease or other instrument to which any of them is a
     party or by which any of them is bound, or to which any of their
     respective properties or assets is subject, or is in violation of any
     law, statute, rule, regulation, judgment or court decree applicable to
     the Company or any of the Subsidiary Guarantors or their respective
     assets or properties, and there exists no condition that, with notice,
     the passage of time or otherwise, would constitute any such default under
     any such document or instrument, except any such default, violation or
     condition which could not reasonably be expected, individually or in the
     aggregate, to result in a Material Adverse Effect.

                 (o)     The execution, delivery and performance by the
     Company and each of the Subsidiary Guarantors of this Agreement and the
     other Operative Documents to which it is a party and the consummation of
     the transactions contemplated hereby and thereby will not violate,
     conflict with or result in a breach or violation of the terms or
     provisions of, or constitute a default under (or an event that with
     notice or the lapse of time, or both, would constitute a default under),
     or require a consent under, or result in the imposition or creation of
     (or the obligation to create or impose) a Lien (other than Liens in favor
     of the holders of the Notes and the lenders under the New Credit
     Agreement) or an acceleration of indebtedness pursuant to, (i) the
     certificate of incorporation or bylaws of the Company or any of the
     Subsidiary Guarantors, (ii) any bond, note, debenture or other evidence
     of indebtedness or any indenture, mortgage, deed of trust or other
     agreement or instrument to which the Company or any of the Subsidiary
     Guarantors is a party or by which any of them is bound, or to which any
     properties of the Company or any of the Subsidiary Guarantors is or may
     be subject, (iii) any statute, rule or regulation applicable to the
     Company or any of the Subsidiary Guarantors or any of their assets or
     properties, or (iv) any judgment, order or decree of any court or
     governmental agency or authority having jurisdiction over the Company or
     any of the Subsidiary Guarantors or any of their properties, and any such
     violations, conflicts, breaches or defaults which, individually or in the
     aggregate, could not reasonably be expected to result in a Material
     Adverse Effect.

                 (p)     Except for filings pursuant to the Collateral
     Documents, no consent, waiver, approval, authorization or order of, or
     filing, registration, qualification, license or permit of or with, any
     court or governmental agency, body or administrative agency or other
     person is required for the execution, delivery and performance of the
     Operative Documents by the Company and each of the Subsidiary Guarantors,
     as applicable, the issuance and sale of the Series A Notes (including the
     Subsidiary Guarantees thereof) and the consummation of the transactions
     contemplated hereby and thereby, except (i) such as have been obtained
     and made (or, in the case of the Registration Rights Agreement, will be
     obtained and made) under the Act, the Trust Indenture Act of 1939, as
     amended (the "Trust Indenture Act"), and state securities or Blue Sky
     laws and regulations or such as may be required by the National
     Association of Security Dealers ("NASD").  No consents or waivers from
     any other person are required for the execution, delivery and performance
     by the Company or the Subsidiary Guarantors of this Agreement and the
     other Operative Documents and the consummation of the transactions
     contemplated hereby and thereby, other than such consents and waivers as
     have been obtained (or, in the case of the Registration Rights Agreement,
     will be obtained).

                 (q)     Except as described in the Offering Memorandum, there
     is (i) no action, suit or proceeding before or by any court, arbitrator
     or governmental agency, body or official, domestic or foreign, now
     pending or, to the best knowledge of the Company or any of the Subsidiary
     Guarantors, threatened or contemplated, to which the Company or any of
     the Subsidiary Guarantors is or may be a party, or affecting the Company
     or any of the Subsidiary Guarantors or any of their respective businesses
     or properties, (ii) no statute, rule, regulation or order that has been
     enacted, adopted or issued by any governmental agency or that has been
     proposed by any governmental body, (iii) no injunction, restraining order
     or order of any nature by a federal or state court or foreign court of
     competent jurisdiction to which the Company or any of the Subsidiary
     Guarantors is subject, that would, in the case of (i), (ii) and

                                       10
<PAGE>

     (iii), reasonably be expected, either individually or in the aggregate,
     to have a Material Adverse Effect.

                 (r)     Except as described in the Offering Memorandum,
     neither the Company nor any of the Subsidiary Guarantors has violated any
     foreign, federal, state or local law or regulation relating to the
     protection of human health and safety, the environment or hazardous or
     toxic substances or wastes, pollutants or contaminants ("Environmental
     Laws"), lacks any permits, licenses or other approvals required of them
     under applicable Environmental Laws or is violating any term or condition
     of any such permit, license or approval, which could in such circumstance
     reasonably be expected to have a Material Adverse Effect.  Except as
     described in the Offering Memorandum, there are no costs or liabilities
     associated with Environmental Laws (including, without limitation, any
     capital or operating expenditures required for clean-up, closure of
     properties or compliance with Environmental Laws or any Authorization (as
     defined below), any related constraints on operating activities and any
     potential liabilities to third parties) which would, individually or in
     the aggregate, result in a Material Adverse Effect.

                 (s)     There is (i) no significant unfair labor practice
     complaint pending against the Company or any of the Subsidiary Guarantors
     nor, to the best knowledge of the Company and the Subsidiary Guarantors,
     threatened against any of them, before the National Labor Relations
     Board, any state or local labor relations board or any foreign labor
     relations board, and no significant grievance or significant arbitration
     proceeding arising out of or under any collective bargaining agreement is
     so pending against the Company or any of the Subsidiary Guarantors, or to
     the best knowledge of the Company and the Subsidiary Guarantors,
     threatened against any of them, (ii) no significant strike, labor
     dispute, slowdown or stoppage pending against the Company or any of the
     Subsidiary Guarantors or, to the best knowledge of the Company and the
     Subsidiary Guarantors, threatened against the Company or any of the
     Subsidiary Guarantors, and (iii) to the best knowledge of the Company and
     the Subsidiary Guarantors, no union representation question exists with
     respect to the employees of the Company or any of the Subsidiary
     Guarantors and, to the best knowledge of the Company and the Subsidiary
     Guarantors, no union organizing activities are taking place, except (with
     respect to any matter specified in clause (i), (ii) or (iii) above,
     individually or in the aggregate) such as would not have a Material
     Adverse Effect.  Neither the Company nor any of the Subsidiary Guarantors
     has violated any Federal, state, local or foreign law relating to
     discrimination in the hiring, promotion or pay of employees nor any
     applicable wage or hour laws, nor any provisions of the Employee
     Retirement Income Security Act of 1974 ("ERISA") or the rules and
     regulations promulgated thereunder, nor has the Company or any of the
     Subsidiary Guarantors engaged in any unfair labor practice, which in each
     case could result, individually or in the aggregate, in a Material
     Adverse Effect.

                 (t)     Except as would not, individually or in the
     aggregate, have a Material Adverse Effect, (i) each of the Company and
     the Subsidiary Guarantors has all certificates, consents, exemptions,
     orders, permits, licenses, franchises, authorizations or other approvals
     (each, an "Authorization") of and from, and has made all filings with and
     notice to, all Federal, state, local and other governmental or regulatory
     authorities, all self-regulatory organizations and all courts and other
     tribunals, as are necessary or required to own, lease, license and
     operate its respective properties and to engage in its business currently
     conducted by it in the manner described in the Offering Memorandum, (ii)
     all such Authorizations are valid and in full force and effect, (iii) the
     Company and the Subsidiary Guarantors are in compliance with the terms
     and conditions of all such Authorizations and with the rules and
     regulations of the regulatory authorities and governing bodies having
     jurisdiction with respect thereto, and (iv) no event has occurred
     (including, without limitation, the receipt of any notice from any
     authority or governing body) which allows or, after notice or lapse of
     time or both, would allow, revocation, suspension or termination of any
     such Authorization or results or, after notice or lapse of time or both,
     would result in any other impairment of the rights of the holder of any
     such Authorization; and such Authorizations contain no restrictions that
     are burdensome to the Company or any of its subsidiaries.

                 (u)     Deloitte & Touche LLP and Ernst & Young LLP, who have
     certified the financial statements in the Preliminary Offering Memorandum
     and the Offering Memorandum, are independent public accountants with
     respect to the Company and

                                       11
<PAGE>

     the Subsidiary Guarantors as required by the Act and the Exchange Act.
     The audited consolidated historical financial statements, together with
     the notes thereto, set forth in the Preliminary Offering Memorandum and
     the Offering Memorandum comply as to form in all material respects with
     the requirements applicable to registration statements on Form S-1 under
     the Act.  Such historical financial statements present fairly the
     consolidated financial position, results of operations and changes in
     financial position of the Company and its subsidiaries on the basis
     stated in the Offering Memorandum at the respective dates or for the
     respective periods to which they apply, in accordance with generally
     accepted accounting principles ("GAAP") consistently applied throughout
     such periods (except as otherwise noted therein or in the Offering
     Memorandum).  The other financial and statistical information and data
     included in the Offering Memorandum (and any amendment or supplement
     thereto) are, in all material respects, accurately presented and prepared
     on a basis consistent with such financial statements and the books and
     records of the Company (except as otherwise noted therein or in the
     Offering Memorandum).

                 (v)     The Company and each of the Subsidiary Guarantors
     maintains a system of internal accounting controls sufficient to provide
     reasonable assurance that (1) transactions are executed in accordance
     with management's general or specific authorizations, (2) transactions
     are recorded as necessary to permit preparation of financial statements
     in conformity with GAAP and to maintain accountability for assets, (3)
     access to assets is permitted only in accordance with management's
     general or specific authorization, and (4) the recorded accountability
     for assets is compared with the existing assets at reasonable intervals
     and appropriate action is taken with respect thereto.

                 (w)     Neither the Company nor any of the Subsidiary
     Guarantors is, and after giving effect to the offering and sale of the
     Series A Notes and the application of the net proceeds thereof as
     described in the Offering Memorandum will not be, an "investment company"
     within the meaning of the Investment Company Act of 1940, as amended.

                 (x)     There are no contracts, agreements or understandings
     between the Company or any of the Subsidiary Guarantors and any Person
     granting such Person the right to require the Company or any of the
     Subsidiary Guarantors to file a registration statement under the Act with
     respect to any securities of the Company or any Subsidiary Guarantor or
     to require the Company or any Subsidiary Guarantor to include such
     securities with the Notes and Subsidiary Guarantees registered pursuant
     to the Registration Rights Agreement.

                 (y)     Neither the Company nor any of its subsidiaries nor
     any agent thereof acting on their behalf has taken, and none of them will
     take, any action that might cause this Agreement or the issuance or sale
     of the Series A Notes to violate Regulation G (12 C.F.R. Part 207),
     Regulation T (12 C.F.R. Part 220), Regulation U (12 C.F.R. Part 221) or
     Regulation X (12 C.F.R. Part 224) of the Board of Governors of the
     Federal Reserve System.

                 (z)     Since the respective dates as of which information is
     given in the Offering Memorandum other than as set forth in the Offering
     Memorandum (exclusive of any amendments or supplements thereto subsequent
     to the date of this Agreement), (i) there has not occurred any material
     adverse change or any development involving a prospective material
     adverse change in the properties, business, results of operations,
     condition (financial or otherwise), management, operations, affairs or
     prospects of the Company and its subsidiaries, taken as a whole (a
     "Material Adverse Change"), (ii) there has not been any material adverse
     change or any development involving a prospective material adverse change
     in the capital stock or in the long-term debt of the Company or any of
     its subsidiaries, and (iii) neither the Company nor any of its
     subsidiaries has incurred any material liabilities or obligations, direct
     or contingent, nor entered into any transaction not in the ordinary
     course of business.

                 (aa)     Each of the Preliminary Offering Memorandum and the
     Offering Memorandum, as of its date, contains all the information
     specified in, and meeting the requirements of, Rule 144A(d)(4) under the
     Act.

                 (bb)     When the Series A Notes and the Subsidiary
     Guarantees are issued and delivered pursuant to this Agreement, neither
     the Series A Notes nor the

                                       12
<PAGE>

     Subsidiary Guarantees will be of the same class (within the meaning of
     Rule 144A under the Act) as any security of the Company or any of the
     Subsidiary Guarantors that is listed on a national securities exchange
     registered under Section 6 of the Exchange Act or that is quoted in a
     United States inter-dealer quotation system.

                 (cc)     No form of general solicitation or general
     advertising (as defined in Regulation D under the Act) was used by the
     Company, the Subsidiary Guarantors or any of their respective
     representatives (other than the Initial Purchasers, as to whom the
     Company and the Subsidiary Guarantors make no representation) in
     connection with the offer and sale of the Series A Notes 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 Series A Notes have
     been issued and sold by the Company or any of the Subsidiary Guarantors
     within the six-month period immediately prior to the date hereof.

                 (dd)     Prior to the effectiveness of any Registration
     Statement, the Indenture is not required to be qualified under the Trust
     Indenture Act.

                 (ee)     None of the Company, the Subsidiary Guarantors nor
     any of their respective affiliates or any person acting on its or their
     behalf (other than the Initial Purchasers, as to whom the Company and the
     Subsidiary Guarantors make no representation) has engaged or will engage
     in any directed selling efforts within the meaning of Regulation S under
     the Act ("Regulation S") with respect to the Series A Notes or the
     Subsidiary Guarantees.

                 (ff)     No registration under the Act of the Series A Notes
     or the Subsidiary Guarantees is required for the sale of the Series A
     Notes and the Subsidiary Guarantees to the Initial Purchasers as
     contemplated hereby or for the Exempt Resales assuming the accuracy of
     the Initial Purchasers' representations and warranties and agreements set
     forth in Section 7 hereof.

                 (gg)     No "nationally recognized statistical rating
     organization" as such term is defined for purposes of Rule 436(g)(2)
     under the Act (i) has imposed (or has informed the Company or any
     Subsidiary Guarantor that it is considering imposing) any condition
     (financial or otherwise) on the Company's or any Subsidiary Guarantor's
     retaining any rating assigned as of the date hereof to the Company, any
     Subsidiary Guarantor or any securities of the Company or any Subsidiary
     Guarantor or (ii) has indicated to the Company or any Subsidiary
     Guarantor 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 Company or any Subsidiary
     Guarantor.

                 (hh)     The execution and delivery of this Agreement and the
     other Operative Documents and the sale of the Series A Notes to be
     purchased by the Eligible Purchasers will not involve any prohibited
     transaction within the meaning of Section 406 of ERISA or Section 4975 of
     the Internal Revenue Code of 1986.  The representation made by the
     Company and the Subsidiary Guarantors in the preceding sentence is made
     in reliance upon and subject to the accuracy of, and compliance with, the
     representations and covenants made or deemed made by the Eligible
     Purchasers as set forth in the Offering Memorandum under the section
     entitled "Notice to Investors."

                 (ii)     The Company and each of the Subsidiary Guarantors
     maintain insurance covering its respective properties, operations,
     personnel and businesses.  Such insurance insures against such losses and
     risks as are adequate in accordance with customary industry practice to
     protect the Company and the Subsidiary Guarantors and their businesses.
     Neither the Company nor any of the Subsidiary Guarantors has received
     notice from any insurer or agent of such insurer that substantial capital
     improvements or other expenditures will have to be made in order to
     continue such insurance.  All such insurance is outstanding and duly in
     force on the date hereof and will be outstanding and duly in force on the
     Closing Date.

                 (jj)     The present fair saleable value of the assets of the
     Company and the Subsidiary Guarantors, taken as a whole, exceeds the
     amount that will be required

                                       13
<PAGE>

     to be paid on or in respect of the existing debts and other liabilities
     (including the maximum amount of liability that may reasonably be
     expected to result from contingent liabilities) of the Company and the
     Subsidiary Guarantors as they become absolute and matured, and the assets
     of the Company and the Subsidiary Guarantors, taken as a whole, do not
     constitute unreasonably small capital to carry on their business as
     conducted or as proposed to be conducted.  The Company does not intend
     to, or believe that it will, incur debts beyond its ability to pay such
     debts as they mature. The Company does not intend to permit the
     Subsidiary Guarantors to incur debts beyond their respective ability to
     pay such debts as they mature. Upon the issuance of the Series A Notes,
     the present fair saleable value of the assets of the Company and the
     Subsidiary Guarantors, taken as a whole, will exceed the amount that will
     be required to be paid on or in respect of their existing debts and other
     liabilities (including the maximum amount of liability that may
     reasonably be expected to result from contingent liabilities) as they
     become absolute and matured, the assets of the Company and the Subsidiary
     Guarantors, taken as a whole, will not constitute unreasonably small
     capital to carry on their business as now conducted or as proposed to be
     conducted, including the capital needs of the Company and the Subsidiary
     Guarantors, taking into account the projected capital requirements and
     capital availability of the Company and each of the Subsidiary
     Guarantors.

                 (kk)     Neither the Company nor any of the Subsidiary
     Guarantors (i) has taken, directly or indirectly, any action designed to
     cause or to result in, or that has constituted or which might reasonably
     be expected to constitute, the stabilization or manipulation of the price
     of any security of the Company or any of the Subsidiary Guarantors to
     facilitate the sale or resale of the Notes (or the Subsidiary Guarantees)
     or (ii) since the date of the Preliminary Offering Memorandum (A) sold,
     bid for, purchased, or paid any person any compensation for soliciting
     purchases of, the Series A Notes or (B) paid or agreed to pay to any
     person any compensation for soliciting another to purchase any other
     securities of the Company or any of the Subsidiary Guarantors.

                 (ll)     Other than this Agreement, there are no contracts,
     agreements or understandings between the Company or the Subsidiary
     Guarantors, on the one hand, and any person, on the other hand, that
     would give rise to a valid claim against the Company or any Subsidiary
     Guarantor for a brokerage commission, finder's fee or like payment in
     connection with the issuance, purchase and sale of the Series A Notes.

                 (mm)     The pledge of the Collateral by the Company and the
     Subsidiary Guarantors pursuant to the terms of the Collateral Documents
     creates valid security interests in the Collateral securing the payment
     of the Notes and the Subsidiary Guarantees in accordance with, and
     subject to, the terms thereof, such security interest having such
     priority as to the Collateral as set forth in the Offering Memorandum
     under the caption "Description of Notes--Ranking and Security"; and
     the Collateral is free and clear of all liens, defects, encumbrances,
     charges, claims and security interests, except for those permitted by the
     Indenture.  Upon recording of each Mortgage and the filing of the Company
     Trademark Security Agreement, the Company Patent Security Agreement, the
     Company Copyright Security Agreement, the Subsidiaries Trademark Security
     Agreement, the Subsidiaries Patent Security Agreement and the
     Subsidiaries Copyright Security Agreement and financing statements in the
     appropriate filing offices, the Trustee will have a fully perfected,
     first priority lien on such Collateral to the extent such a lien may be
     perfected by such recordation and filings (except, in the case of
     priority, for liens permitted by the Indenture).

                 (nn)     The Company and each of the Subsidiary Guarantors
     has good and marketable title to all property and assets described in the
     Offering Memorandum as being owned by it, free and clear of all Liens,
     claims, encumbrances and restrictions, except (i) Liens for taxes not yet
     due and payable and other Liens permitted by the Indenture, (ii) as
     described in the Offering Memorandum or (iii) as would not reasonably be
     expected, individually or in the aggregate, to have a Material Adverse
     Effect.  All leases to which the Company or any of the Subsidiary
     Guarantors is a party are valid and binding, no default has occurred or
     is continuing thereunder and the Company and each such Subsidiary
     Guarantor enjoys peaceful and undisturbed possession under all such
     leases to which any of them is a party as lessee, except to the extent
     that such failure to be binding, default or failure to enjoy

                                       14
<PAGE>

     peaceful and undisturbed possession would not reasonably be expected,
     individually or in the aggregate, to have a Material Adverse Effect.

                 (oo)     The Company and each of the Subsidiary Guarantors
     own or possess or have the right to use the patents, patent rights,
     licenses, inventions, copyrights, know-how (including trade secrets and
     other unpatented or unpatentable proprietary or confidential information,
     systems or procedures), trademarks, service marks and trade names
     (collectively, the "Intellectual Property") presently employed by them in
     connection with, and material individually or in the aggregate to the
     operation of the businesses now operated by them, and neither the Company
     nor any of the Subsidiary Guarantors has received any notice of
     infringement of or conflict with asserted rights of others with respect
     to the foregoing which, individually or in the aggregate, if the subject
     of an unfavorable decision, ruling or finding, would result in a Material
     Adverse Effect.  The use of such Intellectual Property in connection with
     the business and operations of the Company and the Subsidiary Guarantors
     does not infringe on the rights of any person, except as would not,
     individually or in the aggregate, result in a Material Adverse Effect.

                 (pp)     All tax returns required to be filed by the Company
     or any of the Subsidiary Guarantors in all jurisdictions have been timely
     and duly filed, other than those filings being contested in good faith,
     except where the failure to so file any such returns could not,
     individually or in the aggregate, reasonably be expected to have a
     Material Adverse Effect; there are no tax returns of the Company or any
     of the Subsidiary Guarantors that are currently being audited by state,
     local or federal taxing authorities or agencies (and with respect to
     which the Company, or any of the Subsidiary Guarantors has received
     notice), where the findings of such audit, if adversely determined, would
     result in a Material Adverse Effect; all taxes, including withholding
     taxes, penalties and interest, assessments, fees and other charges due or
     claimed to be due from such entities have been paid, other than those
     being contested in good faith and for which adequate reserves have been
     provided or those currently payable without penalty or interest; and
     neither the Company nor any of the Subsidiary Guarantors knows of any
     material proposed additional tax assessments against the Company or any
     of the Subsidiary Guarantors.

     Each certificate signed by any officer of the Company or any Subsidiary
Guarantor and delivered to the Initial Purchasers or counsel for the Initial
Purchasers shall be deemed to be a representation and warranty by the Company
or such Subsidiary Guarantor to each Initial Purchaser as to the matters
covered thereby.

     The Company and the Subsidiary Guarantors acknowledge that the Initial
Purchasers and, for purposes of the opinions to be delivered to the Initial
Purchasers pursuant to Section 9 hereof, counsel to the Company and the
Subsidiary Guarantors and counsel to the Initial Purchasers will rely upon the
accuracy and truth of the foregoing representations and hereby consent to such
reliance.

          7.     INITIAL PURCHASERS' REPRESENTATIONS AND WARRANTIES.  Each of
the Initial Purchasers, severally and not jointly, represents and warrants to,
and agree with, the Company and the Subsidiary Guarantors:

                 (a)     Such Initial Purchaser is a QIB with such knowledge
     and experience in financial and business matters as are necessary in
     order to evaluate the merits and risks of an investment in the Series A
     Notes.

                 (b)     Such Initial Purchaser (A) is not acquiring the
     Series A Notes with a view to any distribution thereof (other than
     pursuant to Rule 144A or Regulation S under the Act) or with any present
     intention of offering or selling any of the Series A Notes in a
     transaction that would violate the Act or the securities laws of any
     state of the United States or any other applicable jurisdiction and (B)
     will be reoffering and reselling the Series A Notes only to (x) QIBs in
     reliance on the exemption from the registration requirements of the Act
     provided by Rule 144A and (y) in offshore transactions in reliance upon
     Regulation S under the Act.

                 (c)     No form of general solicitation or general
     advertising (within the meaning of Regulation D under the Act) has been
     or will be used by such Initial Purchaser or any of its representatives
     in connection with the offer and sale of the Series A Notes pursuant
     hereto, including, but not limited to, articles, notices or other

                                       15
<PAGE>

     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.

                 (d)     Such Initial Purchaser agrees that, in connection
     with Exempt Resales, such Initial Purchaser will solicit offers to buy
     the Series A Notes only from, and will offer to sell the Series A Notes
     only to, Eligible Purchasers.  Each Initial Purchaser further agrees that
     it will offer to sell the Series A Notes only to, and will solicit offers
     to buy the Series A Notes only from Eligible Purchasers that agree, or
     are deemed to have agreed, that (x) the Series A Notes purchased by them
     may be resold, pledged or otherwise transferred within the time period
     referred to under Rule 144(k) (taking into account the provisions of Rule
     144(d) under the Act, if applicable) under the Act, as in effect on the
     date of the transfer of such Series A Notes, only (I) to the Company or
     any of its subsidiaries, (II) to a person whom the seller reasonably
     believes is a QIB purchasing for its own account or for the account of a
     QIB in a transaction meeting the requirements of Rule 144A under the Act,
     (III) in an offshore transaction (as defined in Rule 902 under the Act)
     meeting the requirements of Rule 903 or 904 of the Act, (IV) in a
     transaction meeting the requirements of Rule 144 under the Act, (V) to an
     institutional "accredited investor" (as defined in Rule 501(a)(1), (2),
     (3) or (7) of Regulation D under the Act that, prior to such transfer,
     furnishes the Trustee a signed letter containing certain representations
     and agreements relating to the registration of transfer of such Series A
     Note and, if such transfer is in respect of an aggregate principal amount
     of Series A Notes less than $250,000, an opinion of counsel acceptable to
     the Company that such transfer is in compliance with the Act, (VI) in
     accordance with another exemption from the registration requirements of
     the Act (and based upon an opinion of counsel acceptable to the Company)
     or (VII) pursuant to an effective registration statement and, in each
     case, in accordance with the applicable securities laws of any state of
     the United States or any other applicable jurisdiction and (y) it will
     deliver to each person to whom such Series A Notes or an interest therein
     is transferred a notice substantially to the effect of the foregoing.

                 (e)     Neither such Initial Purchaser nor any of its
     affiliates or any person acting on its or their behalf has engaged or
     will engage in any directed selling efforts within the meaning of
     Regulation S with respect to the Series A Notes or the Subsidiary
     Guarantees.

                 (f)     The Series A Notes offered and sold by such Initial
     Purchaser pursuant hereto in reliance on Regulation S have been and will
     be offered and sold only in offshore transactions.

                 (g)     The sale of the Series A Notes offered and sold by
     such Initial Purchaser pursuant hereto in reliance on Regulation S is not
     part of a plan or scheme to evade the registration provisions of the Act.

                 (h)     Such Initial Purchaser agrees that it will not offer,
     sell or deliver any of the Series A Notes in any jurisdiction outside the
     United States except under circumstances that will result in compliance
     with the applicable laws thereof, and that it will take at its own
     expense whatever action is required to permit its purchase and resale of
     the Series A Notes in such jurisdictions.  Such Initial Purchaser
     understands that no action has been taken to permit a public offering in
     any jurisdiction outside the United States where action would be required
     for such purpose.

          Each of the Initial Purchasers acknowledges that the Company and the
Subsidiary Guarantors and, for purposes of the opinions to be delivered to
each Initial Purchaser pursuant to Section 9 hereof, counsel to the Company
and the Subsidiary Guarantors and counsel to the Initial Purchasers will rely
upon the accuracy and truth of the foregoing representations and each of the
Initial Purchasers hereby consents to such reliance.

          8.     INDEMNIFICATION.

                 (a)     The Company and each Subsidiary Guarantor agree,
     jointly and severally, to indemnify and hold harmless each Initial
     Purchaser, its directors, its officers and each person, if any, who
     controls such Initial Purchaser within the meaning of Section 15 of the
     Act or Section 20 of the Exchange Act, from and against

                                       16
<PAGE>

     any and all losses, claims, damages, liabilities and judgments
     (including, without limitation, any legal or other expenses incurred in
     connection with investigating or defending any matter, including any
     action, that could give rise to any such losses, claims, damages,
     liabilities or judgments) caused by any untrue statement or alleged
     untrue statement of a material fact contained in the Offering Memorandum
     (or any amendment or supplement thereto), the Preliminary Offering
     Memorandum or any Rule 144A Information provided by the Company or any
     Subsidiary Guarantor to any holder or prospective purchaser of Series A
     Notes pursuant to Section 5(h) or caused by any omission or alleged
     omission to state therein a material fact required to be stated therein
     or necessary to make the statements therein not misleading, except
     insofar as such losses, claims, damages, liabilities or judgments are
     caused by any such untrue statement or omission or alleged untrue
     statement or omission based upon information relating to such Initial
     Purchaser furnished in writing to the Company by such Initial Purchaser.

                 (b)     Each of the Initial Purchasers agrees, severally and
     not jointly, to indemnify and hold harmless the Company and the
     Subsidiary Guarantors and their respective directors and officers, and
     each person, if any, who controls (within the meaning of Section 15 of
     the Act or Section 20 of the Exchange Act) the Company or the Subsidiary
     Guarantors to the same extent as the foregoing indemnity from the Company
     and the Subsidiary Guarantors to the Initial Purchasers, but only with
     reference to information relating to such Initial Purchaser furnished in
     writing to the Company by such Initial Purchaser expressly for use in the
     Preliminary Offering Memorandum or the Offering Memorandum.

                 (c)     In case any action shall be commenced involving any
     person in respect of which indemnity may be sought pursuant to Section
     8(a) or 8(b) (the "indemnified party"), the indemnified party shall
     promptly notify the person against whom such indemnity may be sought (the
     "indemnifying party") in writing and the indemnifying party shall assume
     the defense of such action, including the employment of counsel
     reasonably satisfactory to the indemnified party and the payment of all
     fees and expenses of such counsel, as incurred (except that in the case
     of any action in respect of which indemnity may be sought pursuant to
     both Sections 8(a) and 8(b), the Initial Purchasers shall not be required
     to assume the defense of such action pursuant to this Section 8(c), but
     may employ separate counsel and participate in the defense thereof, but
     the fees and expenses of such counsel, except as provided below, shall be
     at the expense of the Initial Purchasers).  Any indemnified party shall
     have the right to employ separate counsel in any such action and
     participate in the defense thereof, but the fees and expenses of such
     counsel shall be at the expense of the indemnified party unless (i) the
     employment of such counsel shall have been specifically authorized in
     writing by the indemnifying party, (ii) the indemnifying party shall have
     failed to assume the defense of such action or employ counsel reasonably
     satisfactory to the indemnified party or (iii) the named parties to any
     such action (including any impleaded parties) include both the
     indemnified party and the indemnifying party, and the indemnified party
     shall have been advised by such counsel that there may be one or more
     legal defenses available to it which are different from or additional to
     those available to the indemnifying party (in which case the indemnifying
     party shall not have the right to assume the defense of such action on
     behalf of the indemnified party).  In any such case, the indemnifying
     party shall not, in connection with any one action or separate but
     substantially similar or related actions in the same jurisdiction arising
     out of the same general allegations or circumstances, be liable for the
     fees and expenses of more than one separate firm of attorneys (in
     addition to any local counsel) for all indemnified parties and all such
     fees and expenses shall be reimbursed as they are incurred.  Such firm
     shall be designated in writing by Donaldson, Lufkin & Jenrette Securities
     Corporation, in the case of the parties indemnified pursuant to Section
     8(a), and by the Company, in the case of parties indemnified pursuant to
     Section 8(b). The indemnifying party shall indemnify and hold harmless
     the indemnified party from and against any and all losses, claims,
     damages, liabilities and judgments by reason of any settlement of any
     action (i) effected with its written consent or (ii) effected without its
     written consent if the settlement is entered into more than twenty
     business days after the indemnifying party shall have received a request
     from the indemnified party for reimbursement for the fees and expenses of
     counsel (in any case where such fees and expenses are at the expense of
     the indemnifying party) and, prior to the date of such settlement, the
     indemnifying party shall have failed to comply with such reimbursement
     request.  No indemnifying party shall, without the prior written

                                       17
<PAGE>

     consent of the indemnified party, effect any settlement or compromise of,
     or consent to the entry of judgment with respect to, any pending or
     threatened action in respect of which the indemnified party is or could
     have been a party and indemnity or contribution may be or could have been
     sought hereunder by the indemnified party, unless such settlement,
     compromise or judgment (i) includes an unconditional release of the
     indemnified party from all liability on claims that are or could have
     been the subject matter of such action and (ii) does not include a
     statement as to or an admission of fault, culpability or a failure to
     act, by or on behalf of the indemnified party.

                 (d)     To the extent the indemnification provided for in
     this Section 8 is unavailable to an indemnified party or insufficient in
     respect of any losses, claims, damages, liabilities or judgments referred
     to herein, then each indemnifying party, in lieu of indemnifying such
     indemnified party, shall contribute to the amount paid or payable by such
     indemnified party as a result of such losses, claims, damages,
     liabilities and judgments (i) in such proportion as is appropriate to
     reflect the relative benefits received by the Company and the Subsidiary
     Guarantors, on the one hand, and the Initial Purchasers on the other hand
     from the offering of the Series A Notes or (ii) if the allocation
     provided by clause 8(d)(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 8(d)(i) above but also the relative fault
     of the Company and the Subsidiary Guarantors, on the one hand, and the
     Initial Purchasers, on the other hand, in connection with the statements
     or omissions which resulted in such losses, claims, damages, liabilities
     or judgments, as well as any other relevant equitable considerations. The
     relative benefits received by the Company and the Subsidiary Guarantors,
     on the one hand, and the Initial Purchasers, on the other hand, shall be
     deemed to be in the same proportion as the total net proceeds from the
     offering of the Series A Notes (before deducting expenses) received by
     the Company and the total discounts and commissions received by the
     Initial Purchasers bear to the total price to investors of the Series A
     Notes, in each case as set forth in the table on the cover page of the
     Offering Memorandum.  The relative fault of the Company and the
     Subsidiary Guarantors, on the one hand, and the Initial Purchasers, on
     the other hand, 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 Subsidiary Guarantors, on the
     one hand, or the Initial Purchasers, on the other hand, and the parties'
     relative intent, knowledge, access to information and opportunity to
     correct or prevent such statement or omission.

          The Company, the Subsidiary Guarantors and the Initial Purchasers
     agree that it would not be just and equitable if contribution pursuant to
     this Section 8(d) were determined by pro rata allocation (even if the
     Initial Purchasers were treated as one entity for such purpose) or by any
     other method of allocation which does not take account of the equitable
     considerations referred to in the immediately preceding paragraph.  The
     amount paid or payable by an indemnified party as a result of the losses,
     claims, damages, liabilities or judgments referred to in the immediately
     preceding paragraph shall be deemed to include, subject to the
     limitations set forth above, any legal or other expenses incurred by such
     indemnified party in connection with investigating or defending any
     matter, including any action, that could have given rise to such losses,
     claims, damages, liabilities or judgments. Notwithstanding the provisions
     of this Section 8, none of the Initial Purchasers (and the related
     indemnified parties) shall be required to contribute, in the aggregate,
     any amount in excess of the amount by which the total price of the Series
     A Notes purchased by such Initial Purchaser were sold to investors in
     Exempt Resales exceeds the amount of any damages which such Initial
     Purchaser has otherwise been required to pay by reason of such untrue or
     alleged untrue statement or omission or alleged omission.  No person
     guilty of fraudulent misrepresentation (within the meaning of Section
     11(f) of the Act) shall be entitled to contribution from any person who
     was not guilty of such fraudulent misrepresentation.  The Initial
     Purchasers' obligations to contribute pursuant to this Section 8(e) are
     several in proportion to the respective principal amount of Notes
     purchased by each of the Initial Purchasers hereunder and not joint.

                 (e)     The remedies provided for in this Section 8 are not
     exclusive and shall not limit any rights or remedies which may otherwise
     be available to any indemnified party at law or in equity.

                                       18
<PAGE>

                 (f)     The indemnity and contribution obligations of the
     Company and the Subsidiary Guarantors set forth herein shall be in
     addition to any liability or obligation the Company or the Subsidiary
     Guarantors may otherwise have to any indemnified party.

          9.     CONDITIONS OF INITIAL PURCHASERS' OBLIGATIONS.  The several
obligations of each of the Initial Purchasers to purchase the Series A Notes
under this Agreement are subject to the satisfaction of each of the following
conditions:

                 (a)     All of the representations and warranties of the
     Company and the Subsidiary Guarantors contained in this Agreement shall
     be true and correct on the Closing Date with the same force and effect as
     if made on and as of the Closing Date.  The Company shall have performed
     or complied with all of its obligations and agreements herein contained
     and required to be performed or complied with by it at or prior to the
     Closing Date.

                 (b)     On or after the date hereof, (i) there shall not have
     occurred any downgrading, suspension or withdrawal of, nor shall any
     notice have been given of any potential or intended downgrading,
     suspension or withdrawal of, or of any review (or of any potential or
     intended review) for a possible change that does not indicate the
     direction of the possible change in, any rating of the Company or any
     Subsidiary Guarantor or any securities of the Company or any Subsidiary
     Guarantor (including, without limitation, the placing of any of the
     foregoing ratings on credit watch with negative or developing
     implications or under review with an uncertain direction) by any
     "nationally recognized statistical rating organization" as such term is
     defined for purposes of Rule 436(g)(2) under the Act, (ii) there shall
     not have occurred any change, nor shall notice have been given of any
     potential or intended change, in the outlook for any rating of the
     Company or any Subsidiary Guarantor by any such rating organization and
     (iii) no such rating organization shall have given notice that it has
     assigned (or is considering assigning) a lower rating to the Series A
     Notes than that on which the Series A Notes were marketed.

                 (c)     Since the respective dates as of which information is
     given in the Offering Memorandum other than as set forth in the Offering
     Memorandum (exclusive of any amendments or supplements thereto subsequent
     to the date of this Agreement), (i) there shall not have occurred any
     change or any development involving a prospective change in the
     condition, financial or otherwise, or the earnings, business, management
     or operations of the Company and its subsidiaries, taken as a whole, (ii)
     there shall not have been any change or any development involving a
     prospective change in the capital stock or in the long-term debt of the
     Company or any of its subsidiaries and (iii) neither the Company nor any
     of its subsidiaries shall have incurred any liability or obligation,
     direct or contingent, the effect of which, in any such case described in
     clause 9(d)(i), 9(d)(ii) or 9(d)(iii), in your reasonable judgment, is
     material and adverse and, in your reasonable judgment, makes it
     impracticable to market the Series A Notes on the terms and in the manner
     contemplated in the Offering Memorandum.

                 (d)     You shall have received on the Closing Date (i)
     certificates of the Company and each of the Subsidiary Guarantors, dated
     the Closing Date, executed on behalf of the Company and the Subsidiary
     Guarantors, by the Chairman, the Chief Executive Officer, the President
     or any Vice President and a principal financial or accounting officer of
     the Company and each of the Subsidiary Guarantors, confirming, as of the
     Closing Date, the matters set forth in paragraphs (a), (b) and (c) of
     this Section 9, and (ii) the Secretary of the Company and each of the
     Subsidiary Guarantors certifying as true, accurate and complete, the
     bylaws, resolutions with respect to the transactions contemplated herein
     and incumbency of certain officers and, in each case, as to such other
     matters as you may reasonably request.

                 (e)     On the Closing Date, you and the Trustee shall have
     received an opinion (satisfactory to you and your counsel), dated the
     Closing Date, of Kirkland & Ellis, counsel for the Company and the
     Subsidiary Guarantors ("Counsel for the Company"), to the effect that:

                         (1)     The Company and each Subsidiary Guarantor is
        a validly existing corporation in good standing under the laws of the
        State of Delaware, has the requisite corporate power and authority to
        own, lease and operate its

                                       19
<PAGE>

        properties and to conduct its business as described in the Offering
        Memorandum.

                         (2)     (i) All of the issued and outstanding shares
        of capital stock of the Company have been duly and validly authorized
        and issued; (ii) the capital stock of the Company is owned of record
        as described in the Offering Memorandum under the caption "Security
        Ownership;" (iii) to the knowledge of such counsel, all such shares of
        capital stock of the Company described in the foregoing subsection
        (ii) are owned free and clear of any Lien, except for Liens created by
        the Collateral Documents, and were not issued in violation of any
        preemptive or similar rights; (iv) to the knowledge of such counsel,
        except for the Subsidiary Guarantors, the Company has no other direct
        or indirect subsidiaries; and (v) to the knowledge of such counsel,
        there are no outstanding subscriptions, rights, warrants, options,
        calls, convertible securities, commitments of sale or Liens related to
        or entitling any person to purchase or otherwise to acquire any shares
        of the capital stock of, or other ownership interest in, the Company
        or the Subsidiary Guarantors.

                         (3)     The Company has the requisite corporate power
        and authority to execute, deliver and perform its obligations under
        this Agreement and the other Operative Documents to which it is a
        party, including the corporate power and authority to issue, sell and
        deliver the Series A Notes as contemplated by this Agreement.  Each
        Subsidiary Guarantor has the requisite corporate power and authority
        to execute, deliver and perform its obligations under this Agreement
        and the other Operative Documents to which it is a party.

                         (4)     Each of this Agreement, the Notes, the
        Indenture, the Registration Rights Agreement, the New Credit Agreement
        and the Collateral Documents to which it is a party has been duly
        authorized, executed and delivered by the Company.

                         (5)     Each of this Agreement, the Subsidiary
        Guarantees, the Indenture, the Registration Rights Agreement, the New
        Credit Agreement and the Collateral Documents to which it is a party
        and has been duly authorized, executed and delivered by each
        Subsidiary Guarantor.

                         (6)     The New Credit Agreement has been duly
        authorized, executed and delivered by the Company and the Subsidiary
        Guarantors.

                         (7)     When issued and authenticated in accordance
        with the terms of the Indenture and delivered to and paid for by you
        in accordance with the terms of this Agreement, the Series A Notes
        will constitute valid and legally binding obligations of the Company,
        enforceable against the Company in accordance with their terms and
        will constitute Notes under the Indenture.

                         (8)     When issued and authenticated in accordance
        with the terms of the Indenture, the Registration Rights Agreement and
        the Exchange Offer, the Series B Notes will constitute valid and
        legally binding obligations of the Company, enforceable against the
        Company in accordance with their terms and will constitute Notes under
        the Indenture.

                         (9)     When issued in accordance with the terms of
        the Indenture, the Subsidiary Guarantees of the Series A Notes
        executed by the Subsidiary Guarantors will constitute valid and
        legally binding obligations of the Subsidiary Guarantors, enforceable
        against the Subsidiary Guarantors in accordance with their terms and
        will constitute Subsidiary Guarantees under the Indenture.

                         (10)     When issued in accordance with the terms of
        the Indenture, the Registration Rights Agreement and the Exchange
        Offer, the Subsidiary Guarantees of the Series B Notes executed by the
        Subsidiary Guarantors will constitute valid and legally binding
        obligations of the Subsidiary Guarantors, enforceable against the
        Subsidiary Guarantors in accordance with their terms and will
        constitute Subsidiary Guarantees under the Indenture.

                                       20
<PAGE>

                         (11)     The Indenture, assuming due authorization,
        execution and delivery thereof by the Trustee, constitutes a valid and
        legally binding obligation of the Company and each of the Subsidiary
        Guarantors, enforceable against the Company and the Subsidiary
        Guarantors in accordance with its terms.

                         (12)     The Registration Rights Agreement
        constitutes a valid and legally binding agreement of the Company and
        each of the Subsidiary Guarantors, enforceable against each of them in
        accordance with its terms.

                         (13)     Each of the Collateral Documents, assuming
        due authorization, execution and delivery thereof by the Trustee,
        constitutes a legally valid and binding obligation of each of the
        Company and the Subsidiary Guarantors that is a party thereto,
        enforceable against each such party in accordance with its terms.

                         (14)     Each of the Collateral Documents is
        effective to grant a security interest in favor of the Trustee in the
        Collateral described therein (to the extent the Collateral described
        therein is property in which a security interest can be granted).

                         (15)     The Company Pledge Agreement is effective to
        grant a security interest in favor of the Trustee in the Collateral
        described therein.  The delivery to the Trustee of the certificates
        evidencing the capital stock of the Subsidiary Guarantors described in
        the Company Pledge Agreement is sufficient to perfect the Trustee's
        security interests in such Collateral.

                         (16)     The Notes, the Subsidiary Guarantees, the
        Indenture, the Registration Rights Agreement, and the New Credit
        Agreement conform in all material respects to the descriptions thereof
        contained in the Offering Memorandum.

                         (17)     When the Series A Notes are issued and
        delivered pursuant to this Agreement, the Series A Notes will not be
        of the same class (within the meaning of Rule 144A under the Act) as
        securities of the Company or the Subsidiary Guarantors that are listed
        on any national securities exchange registered under Section 6 of the
        Exchange Act or that are quoted in a United States inter-dealer
        quotation system.

                         (18)     Assuming the accuracy of the
        representations, warranties and agreements of the Company and of the
        Initial Purchasers contained in the Purchase Agreement, no
        registration of the Notes under the Act or qualification of the
        Indenture under the Trust Indenture Act is required in connection with
        the issuance and sale of the Notes by the Company and the offer,
        resale and delivery of the Notes by the Initial Purchasers in the
        manner contemplated by the Purchase Agreement and the Offering
        Memorandum.

                         (19)     Each of the Preliminary Offering Memorandum
        and the Offering Memorandum, as of its date, and each amendment or
        supplement thereto, as of its date (except for the financial
        statements and the notes thereto and schedules and other financial and
        accounting data included therein, as to which no opinion need be
        expressed), complied in all material respects with the informational
        requirements of Rule 144A(d)(4) of the Act.

                         (20)     Neither the Company nor any of the
        Subsidiary Guarantors is an "investment company" within the meaning of
        the Investment Company Act of 1940, as amended.

                         (21)     The execution, delivery and performance by
        the Company and the Subsidiary Guarantors of each of the Operative
        Documents to which it is a party, and the issuance, authentication,
        sale and delivery of the Series A Notes (and the Subsidiary Guarantees
        thereof) to the Initial Purchasers will not (i) result in a breach or
        default under any of the terms or provisions of any material bond,
        debenture, note, indenture, mortgage, deed of trust, or other
        agreement or instrument identified as such to such counsel on a
        schedule prepared by the Company and delivered to such counsel and to
        which the

                                       21
<PAGE>

        Company or any of the Subsidiary Guarantors is a party or by which any
        of them or their property is bound; (ii) violate the charter or
        by-laws of the Company or any of the Subsidiary Guarantors; or (iii)
        constitute a material violation of any statute or governmental rule or
        regulation which, in such counsel's experience, is normally applicable
        both to general business corporations that are not engaged in
        regulated business activities and to transactions of the type
        contemplated by the Offering Memorandum (but without such counsel
        having made any special investigation as to other laws and provided
        that such counsel need express no opinion with respect to any laws,
        rules or regulations to which the Company or any of the Subsidiary
        Guarantors may be subject as a result of any of the Initial
        Purchasers' legal or regulatory status or the involvement of any of
        the Initial Purchasers in such transactions); and (iv) to such
        counsel's knowledge, no consent, approval, authorization or order of,
        or filing or registration with, any such court or arbitrator or
        governmental agency or body under any such statute, judgment, order,
        decree, rule or regulation is required for the execution, delivery and
        performance by each of the Company and the Subsidiary Guarantors of
        each of the Operative Documents to which it is a party, or the
        issuance, authentication, sale and delivery of the Series A Notes (and
        the Subsidiary Guarantees thereof) to the Initial Purchasers except
        for such consents, approvals, authorizations, filings, registrations
        or qualifications (a) which have been obtained or made prior to the
        Closing Date and (b) as may be required to be obtained or made under
        the Act, the Exchange Act, the Trust Indenture Act and applicable
        state securities laws as provided in the Registration Rights Agreement
        (as to which such counsel may express no opinion) except (in the case
        of clauses (i) and (iii) above) for any such conflict, breach,
        violation, default or event which would not, individually or in the
        aggregate, reasonably be expected to have a material adverse effect;
        provided that counsel's opinion in this paragraph need not address any
        impact the Company's or any of the Subsidiary Guarantors' actions may
        have under any financial covenants or tests in the contracts specified
        in clause (i) above, any consequences a default by the Company or any
        of the Subsidiary Guarantors under the Purchase Agreement, the
        Registration Rights Agreement or the Indenture may have under any
        contract specified in clause (i) above, or any cross-default
        provisions in the contracts specified in clause (i) above.

                         (22)     To the knowledge of such counsel, except as
        provided in the Registration Rights Agreement and the Collateral
        Documents there are no holders of securities of the Company or the
        Subsidiary Guarantors who, by reason of the execution by the Company
        or the Subsidiary Guarantors of this Agreement or any other Operative
        Document to which it is a party, or the consummation of the
        transactions contemplated hereby and thereby, have the right to
        request or demand that the Company or the Subsidiary Guarantors
        register under the Act securities held by them.

        In addition, Counsel for the Company shall additionally state that
such counsel has participated in conferences with officers and other
representatives of the Company and the Subsidiary Guarantors, representatives
of the independent certified public accountants for the Company and the
Subsidiary Guarantors, representatives and counsel to the Initial Purchasers
in connection with the preparation of the Offering Memorandum and any
amendment thereof or supplement thereto and has considered the matters
required to be stated therein and the statements contained therein, although
such counsel has not independently verified the accuracy, completeness or
fairness of such statements and does not assume any responsibility for the
accuracy, completeness or fairness of the statement contained in the Offering
Memorandum and any amendment thereof or supplement thereto; and such counsel
advises you that, on the basis of the foregoing, no facts came to such
counsel's attention that caused such counsel to believe that the Offering
Memorandum (as amended or supplemented, if applicable), as of the date thereof
or on 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 (it being understood that Counsel
for the Company need express no belief or opinion with respect to the
financial statements, notes and schedules thereto and other financial data
included therein).

        The opinion of Counsel for the Company described in Section 9(e) above
shall be rendered to you at the request of the Company and the Subsidiary
Guarantors and shall

                                       22
<PAGE>

so state therein.  In rendering such opinion, Counsel for the Company shall
opine as to the Delaware General Corporation Law, the laws of the State of New
York and the federal laws of the United States.  Counsel for the Company will
be permitted to except from its opinions with respect to enforceability: (A)
the effect of bankruptcy, insolvency, reorganization, moratorium and other
similar laws now or hereafter in effect relating to or affecting the rights
and remedies of creditors; (B) the effect of general equitable principles,
whether such enforceability is considered in a proceeding in equity or at law,
and the discretion of the court before which any proceeding therefor may be
brought; (C) the unenforceability under certain circumstances under law or
court decisions of provisions providing for the indemnification of or
contribution to a party with respect to a liability where such indemnification
or contribution is contrary to public policy; (D) the unenforceability of any
provision requiring the payment of attorney's fees, except to the extent that
a court determines such fees to be reasonable; and (E) compliance with laws
relating to permissible rates of interest.

                 (f)     Counsel for the Company shall have delivered to you
     and the Trustee copies of all opinions issued by them in connection with
     the New Credit Agreement and the transactions contemplated thereby, along
     with executed letters addressed to you and the Trustee entitling you to
     rely upon such opinions as if originally addressed to you.

                 (g)     You and the Trustee shall have received on the
     Closing Date opinions (satisfactory to you and counsel to the Initial
     Purchasers), dated the Closing Date, of local counsel for the Company and
     the Subsidiary Guarantors in the states of Virginia, Arkansas, Ohio,
     Georgia, California, and North Carolina, as to matters of law of such
     respective states, to the effect that:

                         (1)     Each of the Company and the Subsidiary
        Guarantors that is required to qualify to do business in such state is
        duly qualified and authorized to do business and is in good standing
        as a foreign corporation in such state;


                         (2)     The Trustee is not required (a) to be
        qualified to do business, file any designation for service of process
        or file any reports or pay any taxes in the State, or (b) to comply
        with any statutory or regulator requirement applicable only to
        financial institutions chartered or qualified or required to be
        chartered or qualified to do business in the State, in each case by
        reason of the execution and delivery or filing or recording, as
        applicable, of any of the Collateral Documents, or by reason of the
        participation in any of the transactions under or contemplated by the
        Operative Documents. If it were determined that such qualification and
        filing were required, the validity of the Operative Documents would
        not be affected thereby, but (a) if the Trustee were not qualified it
        would be precluded from enforcing its rights as collateral agent on
        behalf of the Noteholders in the courts of the State until such time
        as it is admitted to transact business in the State or (b) assuming
        the Noteholders would institute remedies without the Trustee, they
        would be precluded from enforcing their rights in the courts of the
        State until such time as they were admitted to transact business in
        the State. However, the lack of qualification would not result in any
        waiver of rights or remedies pending such qualification.

                         (3)     The execution, delivery, filing or recording,
        as applicable, and performance by the Company and each Subsidiary
        Guarantor of each of the Operative Documents to which each of them is
        a party (i) will not violate any existing law, governmental rule or
        regulation of the State and (ii) do not require any license, permit,
        authorization, consent or other approval of, any exemption by, or any
        registration, recording or filing with any court, administrative
        agency or other Governmental Authority of the State.

                         (4)     Assuming that the Collateral Documents were
        governed by the law of the State for the purpose of rendering the
        opinion set forth in this paragraph, the Collateral Documents are in
        proper form under the applicable laws of the State to (i) be
        enforceable against the Company and the Subsidiary Guarantors named
        therein in accordance with their terms and (ii)

                                       23
<PAGE>

        create and constitute a valid security interest in, lien on or pledge
        of the Collateral described therein.

                         (5)     The Mortgages are in proper form under
        applicable laws of the State (a)(i) to be accepted for recording by
        the applicable County Recorder of the county in which the mortgaged
        property is located and (ii) to be enforceable against the Company and
        each Subsidiary Guarantor, as applicable, in accordance with their
        terms, and (b)(i) to create and constitute valid, legal, binding and
        enforceable mortgage liens on the real property described therein (the
        "Real Property"), (ii) to create and constitute valid, legal, binding
        and enforceable perfected security interests in such of the Mortgaged
        Property (the "UCC Property") as is subject to the provisions of
        Article 9 of the Uniform Commercial Code as in effect in the State
        (the "UCC"), and (iii) to create and constitute valid, legal, binding
        and enforceable perfected common law liens on or pledges of such of
        the Mortgaged Property as is not UCC Property or Real Property, such
        property, together with the UCC Property, the "Personal Property").

                         (6)     The Financing Statements (a) are in proper
        form under the applicable laws of the State for filing, (b) adequately
        identify, the collateral described therein to provide sufficient
        notice to third parties of the security interest referenced therein
        and (c) are required to be filed with the Office of the Secretary of
        State of the State and with the recorder of each county listed in such
        opinion.  Upon the filing of the Financing Statements, the Trustee, on
        behalf of the Noteholders, will have a valid and duly perfected
        security interest in, lien on or pledge of the Personal Property and
        Collateral (including after-acquired property) described in the
        Collateral Documents.

                         (7)     The recording of the Mortgages and the filing
        of the Financing Statements with the recorders and in the offices
        described above are the only actions, recordings or filings necessary
        to publish notice and protect the validity of and to establish of
        record the rights of the parties under the Collateral Documents,
        except (i) that continuation statements under the UCC are required to
        be filed within six months prior to the expiration of five years from
        the date of filing of the Financing Statements, and (ii) that a
        security interest in or pledge of money or instruments, other than
        money or instruments constituting chattel paper, cannot be perfected
        by filing Financing Statements or recording a Mortgage, but must be
        perfected by taking physical possession thereof.

                         (8)     The Trustee has the power without naming all
        the Noteholders in any applicable legal proceeding to exercise
        remedies under the Mortgages and the Collateral Documents for the
        realization of any of the Mortgaged Property or the Collateral in its
        own name, as collateral agent.

                         (9)     No taxes or other charges, including, without
        limitation, intangible or documentary stamp taxes, mortgage or
        recording taxes, transfer taxes or similar charges, are payable to the
        State or to any jurisdiction therein on account of the execution or
        delivery or recording or filing of the Mortgages or any of the other
        Operative Documents or the creation of the indebtedness evidenced or
        secured by any of the Operative Documents, as applicable, except for
        nominal filing or recording fees.

                         (10)     The transfer of all or any portion of the
        Mortgaged Property in connection with the exercise of any remedy under
        the Mortgages, including, without limitation, by way of judicial
        foreclosure, will not restrict, affect or impair the liability of the
        Company and the Subsidiary Guarantors with respect to the indebtedness
        secured thereby or the mortgagee's rights or remedies relating
        thereto, including the foreclosure or enforcement of any other
        security interest or liens securing such indebtedness, and the laws of
        the State do not require a lienholder to elect to pursue its remedies
        either against mortgaged real property or personal property where such
        lienholder holds security interests and liens on both real and
        personal property of a debtor.

                         (11)     A State court or a federal court applying
        the choice of laws principles prevailing under the laws of the State
        to which the question

                                       24
<PAGE>

        is presented will give effect to the provisions in the Documents
        selecting the laws of the State of New York as the governing law
        thereof (except as therein provided) and will apply such laws, rather
        than the laws of the State, to the construction and application
        thereof.

                         (12)     Assuming that the Operative Documents were
        governed by the law of the State for the purpose of rendering the
        opinion set forth in this paragraph, (a) none of the provisions of the
        Operative Documents will violate any law, statute or regulation of the
        State relating to usury and (b) the use of counterpart copies of any
        of the Operative Documents does not affect the enforceability of any
        of the Operative Documents.

                         (13)     [Virginia counsel only:] The filing of the
        Financing Statements identified in such opinion and the filing of the
        Company Trademark Security Agreement, the Company Patent Security
        Agreement, the Company Copyright Security Agreement, the Subsidiaries
        Trademark Security Agreement, the Subsidiaries Patent Security
        Agreement and the Subsidiaries Copyright Security Agreement in the
        United States Patent and Trademark Office, is sufficient to perfect
        the security interests in the Collateral described therein.

                 (h)     The Initial Purchasers shall have received an
     opinion, dated the Closing Date, of Latham & Watkins, counsel for the
     Initial Purchasers ("Counsel for the Initial Purchasers"), in form and
     substance reasonably satisfactory to the Initial Purchasers.

                 (i)     The Initial Purchasers shall have received, at the
     time this Agreement is executed and on the Closing Date, letters dated
     the date hereof or the Closing Date, as the case may be, in form and
     substance satisfactory to the Initial Purchasers, from Deloitte & Touche
     LLP and Ernst & Young LLP, independent public accountants for the Company
     and the Subsidiary Guarantors, containing the information and statements
     of the type ordinarily included in accountants' "comfort letters" to the
     Initial Purchasers with respect to the financial statements and certain
     financial information contained in the Offering Memorandum.

                 (j)     The Series A Notes shall have been approved by the
     NASD for trading and duly listed in PORTAL.

                 (k)     The Company, the Subsidiary Guarantors and the
     Trustee shall have entered into the Indenture and you shall have received
     executed counterparts thereof.

                 (l)     The Company and the Subsidiary Guarantors shall have
     entered into the Registration Rights Agreement and you shall have
     received executed counterparts thereof.

                 (m)     The Company shall have entered into the New Credit
     Agreement and you shall have received executed counterparts thereof.

                 (n)     The Company and the Subsidiary Guarantors, as
     applicable, shall have entered into the Collateral Documents and you
     shall have received executed counterparts thereof.

                 (o)     No stop order suspending the qualification or
     exemption from qualification of any of the Notes (including the
     Subsidiary Guarantees thereof) in any jurisdiction referred to in Section
     4(e) shall have been issued and no proceeding for that purpose shall have
     been commenced or shall be pending or threatened.

                 (p)     No action shall have been taken and no statute, rule,
     regulation or order shall have been enacted, adopted or issued by any
     governmental agency which would, as of the Closing Date, prevent the
     issuance of any of the Series A Notes (including the Subsidiary
     Guarantees thereof) or the sale of any Notes (including the Subsidiary
     Guarantees thereof); and no injunction, restraining order or order of any
     nature by a Federal or state court of competent jurisdiction shall have
     been issued as of the Closing Date which would prevent the issuance of
     the Notes (including the Subsidiary Guarantees thereof).  No action, suit
     or proceeding shall be pending against

                                       25
<PAGE>

     or affecting or, to the knowledge of the Company or any of the Subsidiary
     Guarantors, threatened against, the Company or any of the Subsidiary
     Guarantors, before any court or arbitrator or any governmental body,
     agency or official that, if adversely determined, would prohibit,
     interfere with or adversely affect the issuance of the Series A Notes
     (including the Subsidiary Guarantees thereof) or the sale of any of the
     Notes (including the Subsidiary Guarantees thereof) or would have a
     Material Adverse Effect, or in any manner draw into question the validity
     of this Agreement or the other Operative Documents; and no stop order
     preventing the use of the Offering Memorandum, or any amendment or
     supplement thereto, or any order asserting that any of the transactions
     contemplated by this Agreement are subject to the registration
     requirements of the Act shall have been issued.

                 (q)     The Offering Memorandum shall have been printed and
     copies distributed to the Initial Purchasers not later than 10:00 a.m.,
     New York City time, on the second business day following the date of this
     Agreement or at such later date and time as to which the Initial
     Purchasers may agree.

                 (r)     You shall have received copies of the certificates of
     incorporation, certified as of a recent date by the Secretary of the
     State of Delaware, of the Company and each of the Subsidiary Guarantors.

                 (s)     You shall have received appropriate certificates of
     qualification to do business and of good standing issued on a recent date
     by the Secretary of State (or other appropriate official) of each
     jurisdiction in which the failure of the Company or the Subsidiary
     Guarantors, as the case may be, to be qualified to do business could have
     a Material Adverse Effect.

                 (t)     The Initial Purchasers shall have received evidence
     satisfactory to them and their counsel of the taking of all actions with
     respect to the Collateral Documents and such other security documents as
     may be necessary or, in the opinion of the Initial Purchasers or their
     counsel, desirable to permit the perfection of the Liens created, or
     purported to be created, by the Collateral Documents.

                 (u)     Counsel for the Initial Purchasers shall have been
     furnished with such documents and opinions, in addition to those set
     forth above, as they may reasonably require for the purpose of enabling
     them to review or pass upon the matters referred to in this Section 9 and
     in order to evidence the accuracy, completeness or satisfaction in all
     material respects of any of the representations, warranties or conditions
     herein contained.

                 (v)     Prior to the Closing Date, the Company and the
     Subsidiary Guarantors shall have furnished to you such further
     information, certificates and documents as you may reasonably request.

          All opinions, certificates, letters and other documents required to
be delivered by the Company and the Subsidiary Guarantors will be in
compliance with the provisions hereof only if they are reasonably satisfactory
in form and substance to the Initial Purchasers.  The Company and the
Subsidiary Guarantors will furnish the Initial Purchasers with such conformed
copies of such opinions, certificates, letters and other documents as the
Initial Purchasers shall reasonably request.

          10.     EFFECTIVENESS OF AGREEMENT AND TERMINATION.  This Agreement
shall become effective upon the execution and delivery of this Agreement by
the parties hereto.

          This Agreement may be terminated at any time prior to the Closing
Date by the Initial Purchasers by written notice to the Company if any of the
following has occurred:  (i) any outbreak or escalation of hostilities or
other national or international calamity or crisis or change in economic
conditions or in the financial markets of the United States or elsewhere that,
in the Initial Purchasers' judgment, is material and adverse and, in the
Initial Purchasers' judgment, makes it impracticable to market the Series A
Notes on the terms and in the manner contemplated in the Offering Memorandum,
(ii) the suspension or material limitation of trading in securities or other
instruments on the New York Stock Exchange, the American Stock Exchange, the
Chicago Board of Options Exchange, the Chicago Mercantile Exchange, the
Chicago Board of Trade or the Nasdaq National Market or limitation on prices
for securities or other instruments on any such exchange or the Nasdaq
National Market, (iii) the suspension of trading of any securities of the
Company or any Subsidiary Guarantor on

                                       26
<PAGE>

any exchange or in the over-the-counter market, (iv) the enactment,
publication, decree or other promulgation of any federal or state statute,
regulation, rule or order of any court or other governmental authority which
in your opinion materially and adversely affects, or will materially and
adversely affect, the business, prospects, financial condition or results of
operations of the Company and its subsidiaries, taken as a whole, (v) the
declaration of a banking moratorium by either federal or New York State
authorities or (vi) the taking of any action by any federal, state or local
government or agency in respect of its monetary or fiscal affairs which in
your opinion has a material adverse effect on the financial markets in the
United States.

          If on the Closing Date any one or more of the Initial Purchasers
shall fail or refuse to purchase the Series A Notes which it or they have
agreed to purchase hereunder on such date and the aggregate principal amount
of the Series A Notes which such defaulting Initial Purchaser or Initial
Purchasers, as the case may be, agreed but failed or refused to purchase is
not more than one-tenth of the aggregate principal amount of the Series A
Notes to be purchased on such date by all Initial Purchasers, each
non-defaulting Initial Purchaser shall be obligated severally, in the
proportion which the principal amount of the Series A Notes set forth opposite
its name in Schedule B bears to the aggregate principal amount of the Series A
Notes which all the non-defaulting Initial Purchasers, as the case may be,
have agreed to purchase, or in such other proportion as you may specify, to
purchase the Series A Notes which such defaulting Initial Purchaser or Initial
Purchasers, as the case may be, agreed but failed or refused to purchase on
such date; provided that in no event shall the aggregate principal amount of
the Series A Notes which any Initial Purchaser has agreed to purchase pursuant
to Section 2 hereof be increased pursuant to this Section 10 by an amount in
excess of one-ninth of such principal amount of the Series A Notes without the
written consent of such Initial Purchaser.  If on the Closing Date any Initial
Purchaser or Initial Purchasers shall fail or refuse to purchase the Series A
Notes and the aggregate principal amount of the Series A Notes with respect to
which such default occurs is more than one-tenth of the aggregate principal
amount of the Series A Notes to be purchased by all Initial Purchasers and
arrangements satisfactory to the Initial Purchasers and the Company for
purchase of such the Series A Notes are not made within 48 hours after such
default, this Agreement will terminate without liability on the part of any
non-defaulting Initial Purchaser and the Company.   In any such case which
does not result in termination of this Agreement, either you or the Company
shall have the right to postpone the Closing Date, but in no event for longer
than seven days, in order that the required changes, if any, in the Offering
Memorandum or any other documents or arrangements may be effected.  Any action
taken under this paragraph shall not relieve any defaulting Initial Purchaser
from liability in respect of any default of any such Initial Purchaser under
this Agreement.

          11.     MISCELLANEOUS.  Notices given pursuant to any provision of
this Agreement shall be addressed as follows:  (a) if to the Company or any of
the Subsidiary Guarantors, to it at 5221 ValleyPark Drive, Roanoke, Virginia
24019-3074, Attention: Chief Financial Officer, and (b) if to any Initial
Purchaser, to Donaldson, Lufkin & Jenrette Securities Corporation, 277 Park
Avenue, New York, New York 10005, Attention:  Syndicate Department, and, in
each case, with a copy to Latham & Watkins, 633 West Fifth Street, Suite 4000,
Los Angeles, California 90071, Attention: Bryant B. Edwards, Esq., or in any
case to such other address as the person to be notified may have requested in
writing.

          The respective indemnities, contribution agreements,
representations, warranties and other statements of the Company, the
Subsidiary Guarantors and the Initial Purchasers set forth in or made pursuant
to this Agreement shall remain operative and in full force and effect, and
will survive delivery of and payment for the Series A Notes, regardless of (i)
any investigation, or statement as to the results thereof, made by or on
behalf of the Initial Purchasers, the officers or directors of the Initial
Purchasers, any person controlling the Initial Purchasers, the Company, any
Subsidiary Guarantor, the officers or directors of the Company or any
Subsidiary Guarantor, or any person controlling the Company or any Subsidiary
Guarantor, (ii) acceptance of the Series A Notes and payment for them
hereunder and (iii) termination of this Agreement.

          If for any reason the Series A Notes are not delivered by or on
behalf of the Company as provided herein (other than as a result of any
termination of this Agreement pursuant to Section 10), the Company and each
Subsidiary Guarantor, jointly and severally, agree to reimburse the Initial
Purchasers for all out-of-pocket expenses (including the fees and
disbursements of counsel) incurred by them.  Notwithstanding any termination
of this Agreement, the Company shall be liable for all expenses which it has
agreed to pay pursuant to Section 5(i) hereof.  The Company and each
Subsidiary Guarantor also agree, jointly and

                                       27
<PAGE>

severally, to reimburse each of the Initial Purchasers and their respective
officers, directors and each person, if any, who controls each such Initial
Purchaser within the meaning of Section 15 of the Act or Section 20 of the
Exchange Act for any and all fees and expenses (including without limitation
the fees and expenses of counsel) incurred by them in connection with
enforcing their rights under this Agreement (including without limitation
their rights under Section 8 hereof).

          Except as otherwise provided, this Agreement has been and is made
solely for the benefit of and shall be binding upon the Company, the
Subsidiary Guarantors, the Initial Purchasers, the Initial Purchasers'
directors and officers, any controlling persons referred to herein, the
directors of the Company and the Subsidiary Guarantors and their respective
successors and assigns, all as and to the extent provided in this Agreement,
and no other person shall acquire or have any right under or by virtue of this
Agreement.  The term "successors and assigns" shall not include a purchaser of
any of the Series A Notes from the Initial Purchasers merely because of such
purchase.

          This Agreement shall be governed and construed in accordance with
the laws of the State of New York.

          This Agreement may be signed in various counterparts which together
shall constitute one and the same instrument.

                                       28
<PAGE>

          Please confirm that the foregoing correctly sets forth the agreement
among the Company, the Subsidiary Guarantors and the Initial Purchasers.

RBX CORPORATION


By:  /s/ Frank H. Roland
    -----------------------
Name:  Frank H. Roland
Title:  President and Chief
        Executive Officer


GROENDYK MANUFACTURING COMPANY INC.    RUBATEX CORPORATION

By:  /s/ Frank H. Roland               By:  /s/ Frank H. Roland
    -----------------------                -----------------------
Name:  Frank H. Roland                 Name:  Frank H. Roland
Title:  President and Chief            Title:  President and Chief
        Executive Officer                      Executive Officer

HOOVER-HANES RUBBER CUSTOM MIXING      UNIVERSAL POLYMER & RUBBER INC.
CORP.

By:  /s/ Frank H. Roland               By:  /s/ Frank H. Roland
    -----------------------                -----------------------
Name:  Frank H. Roland                 Name:  Frank H. Roland
Title:  President and Chief            Title:  President and Chief
        Executive Officer                      Executive Officer

MIDWEST RUBBER CUSTOM MIXING CORP.     UNIVERSAL RUBBER COMPANY

By:  /s/ Frank H. Roland               By:  /s/ Frank H. Roland
    -----------------------                -----------------------
Name:  Frank H. Roland                 Name:  Frank H. Roland
Title:  President and Chief            Title:  President and Chief
        Executive Officer                      Executive Officer

OLETEX INC.                            WALTEX CORPORATION

By:  /s/ Frank H. Roland               By:  /s/ Frank H. Roland
    -----------------------                -----------------------
Name:  Frank H. Roland                 Name:  Frank H. Roland
Title:  President and Chief            Title:  President and Chief
        Executive Officer                      Executive Officer

                                      S-1
<PAGE>

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


DONALDSON, LUFKIN & JENRETTE
   SECURITIES CORPORATION



By:    /s/ Michael Hooks
    ---------------------------
   Name:  Michael Hooks
   Title:  Managing Director


CHASE SECURITIES INC.



By:    /s/ Chris M. Linnerman
    ---------------------------
   Name:  Chris M. Linneman
   Title:  Managing Director

                                      S-2
<PAGE>

                                  Exhibit A
                        REGISTRATION RIGHTS AGREEMENT

                                      A-1
<PAGE>

                                  SCHEDULE A
                            SUBSIDIARY GUARANTORS



Groendyk Manufacturing Company, Inc., a Delaware corporation

Hoover-Hanes Rubber Custom Mixing Corp., a Delaware corporation

Midwest Rubber Custom Mixing Corp., a Delaware corporation

OleTex Inc., a Delaware corporation

Rubatex Corporation, a Delaware corporation

Universal Polymer & Rubber Inc., a Delaware corporation

Universal Rubber Company, a Delaware corporation

Waltex Corporation, a Delaware corporation

                                 Schedule A-1
<PAGE>

                                  SCHEDULE B

<TABLE>
<CAPTION>

                                                              PRINCIPAL
                                                               AMOUNT
                                                            ------------
<S>                                                         <C>
Donaldson, Lufkin & Jenrette Securities Corporation......   $ 80,000,000

Chase Securities, Inc....................................   $ 20,000,000

        Total............................................   $100,000,000
</TABLE>

                                 Schedule B-1