PURCHASE AGREEMENT

Note Purchase Agreement

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NBC ACQUISITION CORP | J.P. Morgan Securities Inc.

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Title: PURCHASE AGREEMENT
Governing Law: New York Date: 4/27/2004

PURCHASE AGREEMENT, Parties: nbc acquisition corp , j.p. morgan securities inc.

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EXHIBIT 10.13

EXECUTION COPY

NBC ACQUISITION CORP.

$77,000,000

11% Senior Discount Notes due 2013

Purchase Agreement

February 27, 2004

J.P. Morgan Securities Inc.

As Representative of the

several Initial Purchasers listed

in Schedule 1 hereto

c/o J.P. Morgan Securities Inc.

270 Park Avenue

New York, New York 10017

Ladies and Gentlemen:

NBC Acquisition Corp., a Delaware corporation (the "Company"), proposes

to issue and sell to the several Initial Purchasers listed in Schedule 1 hereto

(the "Initial Purchasers"), for whom you are acting as representative (the

"Representative"), $77,000,000 principal amount at maturity of its 11% Senior

Discount Notes due 2013 (the "Securities"). The Securities will be issued

pursuant to an Indenture to be dated as of March 4, 2004 (the "Indenture")

between the Company and BNY Midwest Trust Company, as trustee (the "Trustee").

The Securities will be sold to the Initial Purchasers without being

registered under the Securities Act of 1933, as amended (the "Securities Act"),

in reliance upon an exemption therefrom. The Company has prepared a preliminary

offering memorandum dated February 19. 2004 (the "Preliminary Offering

Memorandum") and will prepare an offering memorandum dated the date hereof (the

"Offering Memorandum") setting forth information concerning the Company and the

Securities. Copies of the Preliminary Offering Memorandum have been, and copies

of the Offering Memorandum will be, delivered by the Company to the Initial

Purchasers pursuant to the terms of this Agreement. The Company hereby confirms

that it has authorized the use of the Preliminary Offering Memorandum and the

Offering Memorandum in connection with the offering and resale of the Securities

by the Initial Purchasers in the manner contemplated by this Agreement.

Capitalized terms used but not defined herein shall have the meanings given to

such terms in the Offering Memorandum. References herein to the Preliminary

Offering Memorandum and the Offering Memorandum shall be deemed to refer to and

include any document incorporated by reference therein.

Holders of the Securities (including the Initial Purchasers and their

direct and indirect transferees) will be entitled to the benefits of a

Registration Rights Agreement, to be dated the Closing Date (as defined below)

and substantially in the form attached hereto as Exhibit A (the

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"Registration Rights Agreement"), pursuant to which the Company will agree to

file one or more registration statements with the Securities and Exchange

Commission (the "Commission") providing for the registration under the

Securities Act of the Securities or the Exchange Securities referred to (and as

defined) in the Registration Rights Agreement.

Concurrently with the consummation of the offering of the Securities,

the Company, Nebraska Book Company, Inc. ("Nebraska Books") and Specialty Books,

Inc. will enter into a recapitalization transaction pursuant to which (i) Weston

Presidio Capital and its affiliates (the "WPC Funds") will make an equity

investment of approximately $27.5 million in NBC Holdings Corp. a ("New

Holdings"), (ii) WPC Funds will contribute approximately 510,687 shares of the

Company to New Holdings, (iii) WPC Funds will purchase approximately 38,179

shares of common stock of the Company from its holders, (iv) a merger will

occur, as a result of which the outstanding shares of the Company will convert

into the right to receive a portion of the approximately $289.6 million in

merger consideration, and the shares of a newly formed subsidiary will be

converted into a like number of shares of the common stock of the Company, (v)

Nebraska Books will repurchase or call for redemption its $110,000,000 aggregate

principal amount of 8-3/4% Senior Subordinated Notes due 2008 (the "Old Notes")

and will issue $175,000,000 principal amount of new 8-5/8% Senior Subordinated

Notes due 2012 (the "Other Notes"), (vi) the Company will repurchase or call for

redemption its $76,000,000 aggregate principal amount of 10-3/4% Senior Discount

Debentures due 2009 (the "Old Debentures") and will issue the Securities and

(vii) all indebtedness of Nebraska Books under the Amended and Restated Credit

Agreement, dated as of February 13, 1998, as amended and restated as of December

10, 2003 (the "Existing Credit Agreement"), among Nebraska Books, the Company,

the several banks and other financial institutions or entities from time to time

parties thereto, the eligible subsidiaries referred to therein, JPMorgan Chase

Bank, as administrative agent, documentation agent and collateral agent, and

Citigroup Global Markets Inc., as syndication agent, will be refinanced and

Nebraska Books, Specialty Books, Inc. and New Holdings will enter into a new

revolving credit facility in the amount of $50.0 million and a new term loan

facility in the amount of $180.0 million pursuant to a credit agreement (the

"Credit Agreement"), among Nebraska Books, Specialty Books, Inc. and New

Holdings, JPMorgan Chase Bank and Citicorp North America, Inc., as Arrangers,

Citigroup Global Markets, Inc., as Syndication Agent, JPMorgan Chase Bank, as

Administrative Agent, Fleet National Bank as Documentation Agent and the other

lenders party thereto, (the "Credit Facility") (the foregoing, collectively

referred to herein as the "Transactions"). The proceeds from the sale of the

Securities and the Other Notes, together with the borrowings under the Credit

Facility, will be used (i) to repay outstanding indebtedness of Nebraska Books

under its Existing Credit Agreement, (ii) to purchase the Old Notes and Old

Debentures and (iii) to pay other related fees and expenses.

The Company hereby confirms its agreement with the several Initial

Purchasers concerning the purchase and resale of the Securities, as follows:

1. Purchase and Resale of the Securities. (a) Subject to the

Transactions occurring prior to or concurrently with the closing of the offering

of the Securities, the Company agrees to issue and sell the Securities to the

several Initial Purchasers as provided in this Agreement, and each Initial

Purchaser, on the basis of the representations, warranties and agreements set

forth herein and subject to the conditions set forth herein, agrees, severally

and not jointly, to purchase from the Company the respective principal amount of

Securities set forth opposite such Initial

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Purchaser's name in Schedule 1 hereto at a price equal to 62.197% of the

principal amount thereof plus accrued interest, if any, from March 4, 2004 to

the Closing Date. The Company will not be obligated to deliver any of the

Securities except upon payment for all the Securities to be purchased as

provided herein.

(b) The Company understands that the Initial Purchasers intend to

offer the Securities for resale on the terms set forth in the Offering

Memorandum. Each Initial Purchaser, severally and not jointly, represents,

warrants and agrees that:

(i) it is a qualified institutional buyer within the

meaning of Rule 144A under the Securities Act (a "QIB") and an

accredited investor within the meaning of Rule 501(a) under the

Securities Act;

(ii) neither it, nor any of its affiliates referenced in

Section 1(d) below, has solicited offers for, or offered or sold, and

will not solicit offers for, or offer or sell, the Securities by means

of any form of general solicitation or general advertising within the

meaning of Rule 502(c) of Regulation D under the Securities Act

("Regulation D") or in any manner involving a public offering within

the meaning of Section 4(2) of the Securities Act; and

(iii) it has not solicited offers for, or offered or sold,

and will not solicit offers for, or offer or sell, the Securities as

part of their initial offering except:

(A) within the United States to persons whom it

reasonably believes to be QIBs in transactions pursuant to

Rule 144A under the Securities Act ("Rule 144A") and in

connection with each such sale, it has taken or will take

reasonable steps to ensure that the purchaser of the

Securities is aware that such sale is being made in reliance

on Rule 144A; or

(B) in accordance with the restrictions set

forth in Annex A hereto.

Company and, for purposes of the opinions to be delivered to the Initial

Purchasers pursuant to Sections 5(f) and 5(g), counsel for the Company and

counsel for the Initial Purchasers, respectively, may rely upon the accuracy of

the representations and warranties of the Initial Purchasers, and compliance by

the Initial Purchasers with their agreements, contained in paragraph (b) above

(including Annex A hereto), and each Initial Purchaser hereby consents to such

reliance.

(d) The Company acknowledges and agrees that the Initial

Purchasers may offer and sell Securities to or through any affiliate of an

Initial Purchaser and that any such affiliate may offer and sell Securities

purchased by it to or through any Initial Purchaser.

2. Payment and Delivery. (a) Payment for and delivery of the

Securities will be made at the offices of Simpson Thacher & Bartlett LLP at

10:00 A.M., New York City time, on March 4, 2004, or at such other time or place

on the same or such other date, not later than the fifth business day

thereafter, as the Representative and the Company may agree upon in writing. The

time and date of such payment and delivery is referred to herein as the "Closing

Date".

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(b) Payment for the Securities shall be made by wire transfer in

immediately available funds to the account(s) specified by the Company to the

Representative against delivery to the nominee of The Depository Trust Company,

for the account of the Initial Purchasers, of one or more global notes

representing the Securities (collectively, the "Global Note"), with any transfer

taxes payable in connection with the sale of the Securities duly paid by the

Company. The Global Note will be made available for inspection by the

Representative not later than 1:00 P.M., New York City time, on the business day

prior to the Closing Date.

3. Representations and Warranties of the Company. The Company

represents and warrants to each Initial Purchaser that:

(a) Offering Memorandum. The Preliminary Offering Memorandum, as

of its date, did not, and the Offering Memorandum, as of its date and as of the

Closing Date, will not, contain any untrue statement of a material fact or omit

to state a material fact necessary in order to make the statements therein, in

the light of the circumstances under which they were made, not misleading;

provided that the Company makes no representation or warranty with respect to

any statements or omissions made in reliance upon and in conformity with

information relating to any Initial Purchaser furnished to the Company in

writing by such Initial Purchaser through the Representative expressly for use

in the Preliminary Offering Memorandum and the Offering Memorandum.

(b) Incorporated Documents. The documents incorporated by

reference in the Preliminary Offering Memorandum and the Offering Memorandum,

when filed with the Commission, conformed or will conform, as the case may be,

in all material respects to the requirements of the Exchange Act and the rules

and regulations of the Commission thereunder, and did not and will not contain

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

required to be stated therein or necessary in order to make the statements

therein, in the light of the circumstances under which they were made, not

misleading.

notes thereto included or incorporated by reference in the Preliminary Offering

Memorandum and the Offering Memorandum present fairly the financial position of

the Company and its subsidiaries as of the dates indicated and the results of

their operations and the changes in their cash flows for the periods specified;

such financial statements have been prepared in conformity with generally

accepted accounting principles applied on a consistent basis throughout the

periods covered thereby; and the other financial information included or

incorporated by reference in the Preliminary Offering Memorandum and the

Offering Memorandum has been derived from the accounting records of the Company

and its subsidiaries and presents fairly the information shown thereby; and the

pro forma financial information and the related notes thereto included or

incorporated by reference in the Preliminary Offering Memorandum and the

Offering Memorandum has been prepared in accordance with the Commission's rules

and guidance with respect to pro forma financial information, and the

assumptions underlying such pro forma financial information are reasonable and

are set forth in the Preliminary Offering Memorandum and the Offering

Memorandum.

(d) No Material Adverse Change. Since the date of the most recent

financial statements of the Company included or incorporated by reference in the

Preliminary Offering

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Memorandum and the Offering Memorandum, excluding the Transactions, (i) there

has not been any change in the capital stock or long-term debt of the Company or

any of its subsidiaries (other than, in the case of such long-term debt, the

accrual of interest in accordance with terms thereof), or any dividend or

distribution of any kind declared, set aside for payment, paid or made by the

Company on any class of capital stock, or any material adverse change, or any

development involving a prospective material adverse change, in or affecting the

business, properties, management, financial position, results of operations or

prospects of the Company and its subsidiaries taken as a whole; (ii) neither the

Company nor any of its subsidiaries has entered into any transaction or

agreement that is material to the Company and its subsidiaries taken as a whole

or incurred any liability or obligation, direct or contingent, that is material

to the Company and its subsidiaries taken as a whole; and (iii) neither the

Company nor any of its subsidiaries has sustained any material loss or

interference with its business from fire, explosion, flood or other calamity,

whether or not covered by insurance, or from any labor disturbance or dispute or

any action, order or decree of any court or arbitrator or governmental or

regulatory authority, except in each case as otherwise disclosed in the

Preliminary Offering Memorandum and the Offering Memorandum.

(e) Organization and Good Standing. The Company and each of its

subsidiaries have been duly organized and are validly existing and in good

standing under the laws of their respective jurisdictions of organization, are

duly qualified to do business and are in good standing in each jurisdiction in

which their respective ownership or lease of property or the conduct of their

respective businesses requires such qualification, and have all power and

authority necessary to own or hold their respective properties and to conduct

the businesses in which they are engaged, except where the failure to be so

qualified or have such power or authority would not, individually or in the

aggregate, have a material adverse effect on the business, properties,

management, financial position, results of operations or prospects of the

Company and its subsidiaries taken as a whole or on the performance by the

Company of its obligations under the Securities (a "Material Adverse Effect").

(f) Capitalization. The Company has an authorized capitalization

as set forth in the Preliminary Offering Memorandum and the Offering Memorandum

under the heading "Capitalization"; all the outstanding shares of capital stock

or other equity interests of each subsidiary of the Company have been duly and

validly authorized and issued, are fully paid and non-assessable and are owned

directly or indirectly by the Company, free and clear of any lien, charge,

encumbrance, security interest, restriction on voting or transfer or any other

claim of any third party; and the capital stock of the Company will conform in

all material respects to the description thereof set forth in the Offering

Memorandum.

(g) Due Authorization. The Company has full right, power and

authority to execute and deliver this Agreement, the Securities, the Indenture,

the Exchange Securities, the Registration Rights Agreement and any other

agreement or instrument entered into or to be entered into in connection with

the Transactions, contemplated hereby or thereby, including, without limitation,

the Agreement and Plan of Merger, Stock Purchase Agreement and Credit Agreement

(collectively, the "Transaction Documents") and to perform their respective

obligations hereunder and thereunder; and all action required to be taken for

the due and proper authorization, execution and delivery of each of the

Transaction Documents and the consummation of the transactions contemplated

thereby has been duly and validly taken.

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(h) The Indenture. The Indenture has been duly authorized by the

Company and, when duly executed and delivered in accordance with its terms by

each of the parties thereto, will constitute a valid and legally binding

agreement of the Company enforceable against the Company in accordance with its

terms, except as enforceability may be limited by applicable bankruptcy,

insolvency or similar laws affecting the enforcement of creditors' rights

generally or by equitable principles relating to enforceability (collectively,

the "Enforceability Exceptions"); and on the Closing Date, the Indenture will

conform in all material respects to the requirements of the Trust Indenture Act

of 1939, as amended (the "Trust Indenture Act"), and the rules and regulations

of the Commission applicable to an indenture that is qualified thereunder.

(i) The Securities. The Securities have been duly authorized by

the Company and, when duly executed, authenticated, issued and delivered as

provided in the Indenture and paid for as provided herein, will be duly and

validly issued and outstanding and will constitute valid and legally binding

obligations of the Company enforceable against the Company in accordance with

their terms, subject to the Enforceability Exceptions, and will be entitled to

the benefits of the Indenture.

(j) The Exchange Securities. On the Closing Date, the Exchange

Securities will have been duly authorized by the Company and, when duly

executed, authenticated, issued and delivered as contemplated by the

Registration Rights Agreement, will be duly and validly issued and outstanding

and will constitute valid and legally binding obligations of the Company, as

issuer, enforceable against the Company in accordance with their terms, subject

to the Enforceability Exceptions, and will be entitled to the benefits of the

Indenture.

(k) Purchase and Registration Rights Agreements. This Agreement

has been duly authorized, executed and delivered by the Company; and the

Registration Rights Agreement has been duly authorized by the Company and, when

duly executed and delivered in accordance with its terms by each of the parties

thereto, will constitute a valid and legally binding agreement of the Company

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

Enforceability Exceptions, and except that rights to indemnity and contribution

thereunder may be limited by applicable law and public policy.

(l) Other Transaction Documents. The Transaction Documents have

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

accordance with their terms by each of the parties thereto, assuming that each

of the Transaction Documents is a valid and legally binding obligation of each

of the parties thereto other than the Company, will constitute valid and legally

binding agreements of the Company enforceable against the Company in accordance

with its terms, subject to the Enforceability Exceptions.

(m) Descriptions of the Transaction Documents. Each Transaction

Document conforms in all material respects to the description thereof contained

in the Preliminary Offering Memorandum and the Offering Memorandum.

(n) No Violation or Default. Neither the Company nor any of its

subsidiaries is (i) in violation of its charter or by-laws or similar

organizational documents; (ii) in default, and no event has occurred that, with

notice or lapse of time or both, would constitute such a default, in the due

performance or observance of any term, covenant or condition contained in any

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indenture, mortgage, deed of trust, loan agreement or other agreement or

instrument to which the Company or any of its subsidiaries is a party or by

which the Company or any of its subsidiaries is bound or to which any of the

property or assets of the Company or any of its subsidiaries is subject; or

(iii) in violation of any law or statute or any judgment, order, rule or

regulation of any court or arbitrator or governmental or regulatory authority,

except, in the case of clauses (ii) and (iii) above, for any such default or

violation that would not, individually or in the aggregate, have a Material

Adverse Effect.

(o) No Conflicts. Subject to (A) the execution and delivery of the

supplemental indenture for the Old Notes as contemplated by the Offer to

Purchase and Consent Solicitation Statement of Nebraska Books dated February 4,

2004 (consents to which have already been obtained), (B) the execution and

delivery of the supplemental indenture for the Old Debentures as contemplated by

the Offer to Purchase and Consent Solicitation Statement of the Company dated

February 4, 2004 (consents to which have already been obtained), and (C) the

refinancing of the Existing Credit Agreement, the execution, delivery and

performance by the Company of each of the Transaction Documents to which each is

a party, the issuance and sale of the Securities and compliance by the Company

with the terms thereof and the consummation of the transactions contemplated by

the Transaction Documents will not (i) conflict with or result in a breach or

violation of any of the terms or provisions of, or constitute a default under,

or result in the creation or imposition of any lien, charge or encumbrance upon

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

any indenture, mortgage, deed of trust, loan agreement or other agreement or

instrument to which the Company or any of its subsidiaries is a party or by

which the Company or any of its subsidiaries is bound or to which any of the

property or assets of the Company or any of its subsidiaries is subject, (ii)

result in any violation of the provisions of the charter or by-laws or similar

organizational documents of the Company or any of its subsidiaries or (iii)

result in the violation of any law or statute or any judgment, order, decree,

rule or regulation of any court or arbitrator or governmental or regulatory

authority, except, in the case of clauses (i) and (iii) above, for any such

conflict, breach or violation that would not, individually or in the aggregate,

have a Material Adverse Effect.

(p) No Consents Required. No consent, approval, authorization,

order, registration or qualification of or with any court or arbitrator or

governmental or regulatory authority is required for the execution, delivery and

performance by the Company of each of the Transaction Documents to which each is

a party, the issuance and sale of the Securities and compliance by the Company

with the terms thereof and the consummation of the transactions contemplated by

the Transaction Documents, except for such consents, approvals, authorizations,

orders and registrations or qualifications as may be required (i) under

applicable state securities laws in connection with the purchase and resale of

the Securities by the Initial Purchasers, (ii) to release existing liens in

connection with the refinancing of the Existing Credit Agreement, and (iii) with

respect to the Exchange Securities under the Securities Act and applicable state

securities laws as contemplated by the Registration Rights Agreement.

(q) Legal Proceedings. Except as described in the Preliminary

Offering Memorandum and the Offering Memorandum, there are no legal,

governmental or regulatory investigations, actions, suits or proceedings pending

to which the Company or any of its subsidiaries is or may be a party or to which

any property or assets of the Company or any of its subsidiaries is or may be

the subject that, individually or in the aggregate, if determined

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adversely to the Company or any of its subsidiaries, could reasonably be

expected to have a Material Adverse Effect; and no such investigations, actions,

suits or proceedings are threatened or, to the best knowledge of the Company,

contemplated by any governmental or regulatory authority or threatened by

others.

(r) Independent Accountants. Deloitte & Touche LLP, who have

certified certain financial statements of the Company and its subsidiaries are

the independent public accountants with respect to the Company and its

subsidiaries within the meaning of Rule 101 of the Code of Professional Conduct

of the American Institute of Certified Public Accountants and its

interpretations and rulings thereunder.

(s) Title to Real and Personal Property. The Company and its

subsidiaries have good and marketable title in fee simple to, or have valid

rights to lease or otherwise use, all items of real and personal property that

are material to the respective businesses of the Company and its subsidiaries,

in each case free and clear of all liens, encumbrances, claims and defects and

imperfections of title except those that (i) do not materially interfere with

the use made and proposed to be made of such property by the Company and its

subsidiaries or (ii) could not reasonably be expected, individually or in the

aggregate, to have a Material Adverse Effect.

(t) Title to Intellectual Property. The Company and its

subsidiaries own or possess adequate rights to use all material patents, patent

applications, trademarks, service marks, trade names, trademark registrations,

service mark registrations, copyrights, licenses and know-how (including trade

secrets and other unpatented and/or unpatentable proprietary or confidential

information, systems or procedures) necessary for the conduct of their

respective businesses except where the failure to so own or possess such rights

would not, singularly or in the aggregate, have a Material Adverse Effect; and

the conduct of their respective businesses will not conflict in any material

respect with any such rights of others, and the Company and its subsidiaries

have not received any notice of any claim of infringement of or conflict with

any such rights of others which would, singularly or in the aggregate, have a

Material Adverse Effect.

(u) Investment Company Act. Neither the Company nor any of its

subsidiaries is, and after giving effect to the offering and sale of the

Securities and the application of the proceeds thereof as described in the

Offering Memorandum none of them will be, an "investment company" or an entity

"controlled" by an "investment company" within the meaning of the Investment

Company Act of 1940, as amended, and the rules and regulations of the Commission

thereunder (collectively, "Investment Company Act").

(v) Public Utility Holding Company Act. Neither the Company nor

any of its subsidiaries is a "holding company" or a "subsidiary company" of a

holding company or an "affiliate" thereof within the meaning of the Public

Utility Holding Company Act of 1935, as amended.

(w) Taxes. The Company and its subsidiaries have paid all federal,

state, local and foreign taxes and filed all tax returns required to be paid or

filed through the date hereof; and except as otherwise disclosed in the

Preliminary Offering Memorandum and the Offering Memorandum, there is no tax

deficiency that has been, or could reasonably be expected to be,

<PAGE>

asserted against the Company or any of its subsidiaries or any of their

respective properties or assets, except where the failure to so file or make

such payments would not, singularly or in the aggregate, have a Material Adverse

Effect.

(x) Licenses and Permits. The Company and its subsidiaries possess

all licenses, certificates, permits and other authorizations issued by, and have

made all declarations and filings with, the appropriate federal, state, local or

foreign governmental or regulatory authorities that are necessary for the

ownership or lease of their respective properties or the conduct of their

respective businesses as described in the Preliminary Offering Memorandum and

the Offering Memorandum, except where the failure to possess or make the same

would not, individually or in the aggregate, have a Material Adverse Effect; and

except as described in the Preliminary Offering Memorandum and the Offering

Memorandum, neither the Company nor any of its subsidiaries has received notice

of any revocation or modification of any such license, certificate, permit or

authorization or has any reason to believe that any such license, certificate,

permit or authorization will not be renewed in the ordinary course.

(y) No Labor Disputes. No labor disturbance by or dispute with

employees of the Company or any of its subsidiaries exists or, to the best

knowledge of the Company, is contemplated or threatened which could, singularly

or in the aggregate, have a Material Adverse Effect.

(z) Compliance With Environmental Laws. The Company and its

subsidiaries (i) are in compliance with any and all applicable federal, state,

local and foreign laws, rules, regulations, decisions and orders relating to the

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

substances or wastes, pollutants or contaminants (collectively, "Environmental

Laws"); (ii) have received and are in compliance with all permits, licenses or

other approvals required of them under applicable Environmental Laws to conduct

their respective businesses; and (iii) have not received notice of any actual or

potential liability for the investigation or remediation of any disposal or

release of hazardous or toxic substances or wastes, pollutants or contaminants,

except in any such case for any such failure to comply with, or failure to

receive required permits, licenses or approvals, or liability, as would not,

individually or in the aggregate, have a Material Adverse Effect.

(aa) Compliance With ERISA. Each employee benefit plan, within the

meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974,

as amended ("ERISA"), that is maintained, administered or contributed to by the

Company or any of its affiliates for employees or former employees of the

Company and its affiliates has been maintained in compliance with its terms and

the requirements of any applicable statutes, orders, rules and regulations,

including but not limited to ERISA and the Internal Revenue Code of 1986, as

amended (the "Code"); no prohibited transaction, within the meaning of Section

406 of ERISA or Section 4975 of the Code, has occurred with respect to any such

plan excluding transactions effected pursuant to a statutory or administrative

exemption which could reasonably be expected to have a Material Adverse Effect;

and for each such plan that is subject to the funding rules of Section 412 of

the Code or Section 302 of ERISA, no "accumulated funding deficiency" as defined

in Section 412 of the Code has been incurred, whether or not waived, which could

reasonably be expected to have a Material Adverse Effect and the fair market

value of the assets of each such plan (excluding for these purposes accrued but

unpaid contributions) exceeds the

<PAGE>

present value of all benefits accrued under such plan determined using

reasonable actuarial assumptions.

(bb) Accounting Controls. The Company and its subsidiaries maintain

systems of internal accounting controls sufficient to provide reasonable

assurance that (i) transactions are executed in accordance with management's

general or specific authorizations; (ii) transactions are recorded as necessary

to permit preparation of financial statements in conformity with generally

accepted accounting principles and to maintain asset accountability; (iii)

access to assets is permitted only in accordance with management's general or

specific authorization; and (iv) the recorded accountability for assets is

compared with the existing assets at reasonable intervals and appropriate action

is taken with respect to any differences.

(cc) Insurance. The Company and its subsidiaries have insurance

covering their respective properties, operations, personnel and businesses,

including business interruption insurance, which insurance is in amounts and

insures against such losses and risks as are adequate to protect the Company and

its subsidiaries and their respective businesses; and neither the Company nor

any of its subsidiaries has (i) received notice from any insurer or agent of

such insurer that capital improvements or other expenditures are required or

necessary to be made in order to continue such insurance or (ii) any reason to

believe that it will not be able to renew its existing insurance coverage as and

when such coverage expires or to obtain similar coverage at reasonable cost from

similar insurers as may be necessary to continue its business.

(dd) No Unlawful Payments. Neither the Company nor any of its

subsidiaries nor, to the best knowledge of the Company, any director, officer,

agent, employee or other person associated with or acting on behalf of the

Company or any of its subsidiaries has (i) used any corporate funds for any

unlawful contribution, gift, entertainment or other unlawful expense relating to

political activity; (ii) made any direct or indirect unlawful payment to any

foreign or domestic government official or employee from corporate funds; (iii)

violated or is in violation of any provision of the Foreign Corrupt Practices

Act of 1977; or (iv) made any bribe, rebate, payoff, influence payment, kickback

or other unlawful payment.

(ee) Solvency. On and immediately after the Closing Date, the

Company (after giving effect to the issuance of the Securities and the other

transactions related thereto as described in the Offering Memorandum) will be

Solvent. As used in this paragraph, the term "Solvent" means, with respect to a

particular date, that on such date (i) the present fair market value (or present

fair saleable value) of the assets of the Company is not less than the total

amount required to pay the liabilities of the Company on its total existing

debts and liabilities (including contingent liabilities) as they become absolute

and matured; (ii) the Company is able to realize upon its assets and pay its

debts and other liabilities, contingent obligations and commitments as they

mature and become due in the normal course of business; (iii) assuming

consummation of the issuance of the Securities as contemplated by this Agreement

and the Offering Memorandum, the Company is not incurring debts or liabilities

beyond its ability to pay as such debts and liabilities mature; (iv) the Company

is not engaged in any business or transaction, and does not propose to engage in

any business or transaction, for which its property would constitute

unreasonably small capital after giving due consideration to the prevailing

practice in the industry in which the Company is engaged; and (v) the Company is

not a defendant in any civil action that would result in a judgment that the

Company is or would become unable to satisfy.

<PAGE>

(ff) No Restrictions on Subsidiaries. Other than as set forth in

the indenture relating to the Other Notes and the Credit Agreement, no

subsidiary of the Company is currently prohibited, directly or indirectly, under

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

paying any dividends to the Company, from making any other distribution on such

subsidiary's capital stock, from repaying to the Company any loans or advances

to such subsidiary from the Company or from transferring any of such

subsidiary's properties or assets to the Company or any other subsidiary of the

Company.

(gg) No Broker's Fees. Neither the Company nor any of its

subsidiaries is a party to any contract, agreement or understanding with any

person (other than this Agreement) that would give rise to a valid claim against

any of them or any Initial Purchaser for a brokerage commission, finder's fee or

like payment in connection with the offering and sale of the Securities.

(hh) Rule 144A Eligibility. On the Closing Date, the Securities

will not be of the same class as securities listed on a national securities

exchange registered under Section 6 of the Exchange Act or quoted in an

automated inter-dealer quotation system; and each of the Preliminary Offering

Memorandum and the Offering Memorandum, as of its respective date, contains or

will contain all the information that, if requested by a prospective purchaser

of the Securities, would be required to be provided to such prospective

purchaser pursuant to Rule 144A(d)(4) under the Securities Act.

(ii) No Integration. Neither th

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