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                                                                     EXHIBIT 4.4


                           GENERAL SEMICONDUCTOR, INC.

                                  $150,000,000

                                Principal Amount

                  5.75% Convertible Subordinated Notes due 2006

                               Purchase Agreement

                                December 8, 1999

                          DONALDSON, LUFKIN & JENRETTE
                             SECURITIES CORPORATION

                              CHASE SECURITIES INC.

                        MORGAN STANLEY & CO. INCORPORATED



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                  5.75% Convertible Subordinated Notes due 2006

                         of General Semiconductor, Inc.

                               PURCHASE AGREEMENT

                                                                December 8, 1999

DONALDSON, LUFKIN & JENRETTE
         SECURITIES CORPORATION
CHASE SECURITIES INC.
MORGAN STANLEY & CO. INCORPORATED
c/o Donaldson, Lufkin & Jenrette
         Securities Corporation
277 Park Avenue
New York, New York 10172

Dear Sirs:

                  General Semiconductor, Inc., a Delaware corporation (the
"COMPANY"), proposes to issue and sell to Donaldson, Lufkin & Jenrette
Securities Corporation ("DLJ"), Chase Securities Inc. and Morgan Stanley & Co.
Incorporated (each an "INITIAL PURCHASER" and, collectively, the "INITIAL
PURCHASERS") an aggregate of $150,000,000 in principal amount of its 5.75%
Convertible Subordinated Notes due 2006 (the "FIRM NOTES"), subject to the terms
and conditions set forth herein. The Company also proposes to issue and sell to
the Initial Purchasers not more than an additional $22,500,000 principal amount
of its 5.75% Convertible Subordinated Notes due 2006 (the "ADDITIONAL NOTES"),
if requested by the Initial Purchasers as provided in Section 2 hereof. The Firm
Notes and the Additional Notes are herein collectively referred to as the
"NOTES". The 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),
between the Company and The Bank of New York, as trustee (the "TRUSTEE"),
pursuant to which the Notes, as provided therein, will be convertible at the
option of the holders thereof into shares of the Company's common stock, par
value $.01 per share (the "COMMON STOCK"). The Notes and the Common Stock
issuable upon conversion thereof are herein collectively referred to as the
"SECURITIES". The Securities and the Indenture are more fully described in the
Offering Memorandum (as hereinafter defined). Capitalized terms used but not
defined herein shall have the meanings given to such terms in the Indenture.

         1.       OFFERING MEMORANDUM. The 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 has prepared a preliminary offering memorandum, dated November 29, 1999
(the "PRELIMINARY OFFERING MEMORANDUM") and a final offering memorandum, dated
December 9, 1999 (the "OFFERING MEMORANDUM"), relating to the Notes.

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

                  "THESE SECURITIES HAVE 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 NEXT SENTENCE HEREOF. BY THE
         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"), OR
              (B) 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 THESE
              SECURITIES 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 A
              TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE
              SECURITIES ACT, (D) TO AN IAI THAT, PRIOR TO SUCH TRANSFER,
              FURNISHES THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN
              REPRESENTATIONS AND AGREEMENTS RELATING TO THE TRANSFER OF THESE
              SECURITIES (THE FORM OF WHICH CAN BE OBTAINED FROM THE TRUSTEE)
              AND, IF THE COMPANY SO REQUESTS AN OPINION OF COUNSEL ACCEPTABLE
              TO THE COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE
              SECURITIES ACT, (E) 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 (F) 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 THESE
              SECURITIES OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE
              SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.

         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. (a) 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

                                      -3-

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not jointly, to purchase from the Company, the principal amount of Firm Notes
set forth opposite its name as set forth on Schedule A hereto at a purchase
price equal to 97.0% of the principal amount thereof (the "PURCHASE PRICE").

                  (b) On the basis of the representations and warranties
contained in this Agreement, and subject to its terms and conditions, (i) the
Company agrees to issue and sell the Additional Notes and (ii) the Initial
Purchasers shall have a right, but not the obligation, to purchase, severally
and not jointly, the Additional Notes, from the Company at the Purchase Price.
Additional Notes may be purchased solely for the purpose of covering
over-allotments made in connections with the Offering of the Firm Notes. The
Initial Purchasers may exercise their right to purchase Additional Notes in
whole or in part from time to time by giving written notice thereof to the
Company at any time within 30 days after the date of this Agreement. Donaldson,
Lufkin & Jenrette Securities Corporation shall give any such notice on behalf of
the Initial Purchasers and such notice shall specify the aggregate principal
amount of Additional Notes to be purchased pursuant to such exercise and the
date for payment and delivery thereof. The date specified in any such notice
shall be a business day (i) no earlier than the Closing Date (as hereinafter
defined), (ii) no later than ten business days after such notice has been given
and (iii) no earlier than two business days after such notice has been given. If
any Additional Notes are to be purchased, each Initial Purchaser, severally and
not jointly, agrees to purchase from the Company the principal amount of
Additional Notes which bears the same proportion to the total principal amount
of Additional Notes to be purchased from the Company as the principal amount of
Firm Notes set forth opposite the name of such Initial Purchaser in Schedule A
bears to the total principal amount of Firm Notes.

         3.       TERMS OF OFFERING. The Initial Purchasers have advised the
Company that the Initial Purchasers will make offers (the "EXEMPT RESALES") of
the Notes purchased hereunder on the terms set forth in the Offering Memorandum,
as amended or supplemented, solely to persons whom the Initial Purchasers
reasonably believe to be "qualified institutional buyers" as defined in Rule
144A under the Act ("QIBS") (such persons sometimes being referred to herein as
the "ELIGIBLE PURCHASERS"). The Initial Purchasers will offer the 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 Securities 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 Securities constitute
"TRANSFER RESTRICTED SECURITIES" (as defined in the Registration Rights
Agreement). Pursuant to the Registration Rights Agreement, the Company will
agree to file with the Securities and Exchange Commission (the "COMMISSION")
under the circumstances set forth therein, a shelf registration statement
pursuant to Rule 415 under the Act (the "REGISTRATION STATEMENT") relating to
the resale by certain holders of the Securities and to use its best efforts to
cause such Registration Statements to be declared and remain effective and
usable for the periods specified in the Registration Rights Agreement. This
Agreement, the Indenture, the Notes and the Registration Rights Agreement are
hereinafter sometimes referred to collectively as the "OPERATIVE DOCUMENTS."

         4.       DELIVERY AND PAYMENT

                  (a) Delivery of, and payment of the Purchase Price for, the
Firm Notes shall be made at the offices of Baker & McKenzie 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 14, 1999 or at such other time on
the same date or

                                      -4-

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such other date as the Initial Purchasers and the Company shall agree in
writing. The time and date of such delivery and the payment for the Firm Notes
are herein called the "CLOSING DATE".

                  (b) Delivery of, and payment for, any Additional Notes to be
purchased by the Initial Purchasers shall be made at the offices of Baker &
McKenzie at 9:00 a.m. New York City time, on the date specified in the exercise
notice given by Donaldson, Lufkin & Jenrette Securities Corporation pursuant to
Section 2(b) or such other time on the same or such other date as the Initial
Purchasers and the Company shall agree in writing. The time and date of delivery
and payment for any Additional Notes are hereinafter referred to as an "OPTION
CLOSING DATE".

                  (c) One or more of the 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 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 The Company hereby agrees with the
Initial Purchasers as follows:

                  (a) To advise the Initial Purchasers promptly and, if
requested by 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 Notes 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
shall use its reasonable best efforts to prevent the issuance of any stop order
or order suspending the qualification or exemption of any Notes 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 Notes under any state securities or Blue
Sky laws, the Company shall use its reasonable best efforts to obtain the
withdrawal or lifting of such order at the earliest possible time.

                  (b) To furnish the Initial Purchasers and those persons
identified by the Initial Purchasers to the Company as many copies of the
Preliminary Offering Memorandum and the Offering Memorandum, and any amendments
or supplements thereto, as the Initial Purchasers may reasonably request for the
time period specified in Section 5(c). Subject to the Initial Purchasers'
compliance with its representations and warranties and agreements set forth in
Section 7 hereof, the Company consents to the use of the Preliminary Offering
Memorandum and the Offering Memorandum and any amendments and supplements
thereto required pursuant hereto, 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 (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

                                      -5-

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supplement to the Offering Memorandum which may be necessary or advisable in
connection with such Exempt Resales.

                  (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
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, forthwith 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 the Initial
Purchasers and such other persons as the Initial Purchasers may designate such
number of copies thereof as the Initial Purchasers may reasonably request.

                  (e) Prior to the sale of all 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 Notes for offer and sale to the Initial Purchasers and pursuant to Exempt
Resales under the securities or Blue Sky laws of such jurisdictions as the
Initial Purchasers may reasonably request and to continue such registration or
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 the
Company shall not be required in connection therewith to 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, 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
shareholders' 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.

                  (g) So long as the Notes are outstanding, to furnish to the
Initial Purchasers as soon as available, copies of all reports or other
communications furnished by the Company 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 is listed and such other publicly available
information concerning the Company and/or its subsidiaries as the Initial
Purchasers may reasonably request.

                  (h) So long as any of the Notes remain outstanding and during
any period in which the Company is 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 Securities in connection with any sale thereof and
any prospective purchaser of such Securities 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
under this Agreement, including: (i) the fees, disbursements and expenses of
counsel to the Company and accountants of the Company in connection with the
sale and delivery of the Notes to the Initial Purchasers and pursuant to Exempt
Resales, and all other fees and expenses in connection with the preparation,
printing, filing and distribution of the Preliminary Offering Memorandum, the
Offering

                                      -6-

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Memorandum and all amendments and supplements to any of the foregoing (including
financial statements), 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 Notes to the Initial Purchasers, 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 Securities, (iv)
all expenses in connection with the registration or qualification of the
Securities 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 reasonable 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 Securities,
(vi) all expenses and listing fees in connection with the application for
quotation of the 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 reasonable fees and disbursements of the
Trustee's counsel in connection with the Indenture and the Notes, (viii) the
costs and charges of any transfer agent, registrar and/or depositary (including
DTC), (ix) any fees charged by rating agencies for the rating of the Notes, (x)
all costs and expenses of the Registration Statement, as set forth in the
Registration Rights Agreement, (xi) all expenses and listing fees in connection
with the application for listing the Common Stock on the New York Stock Exchange
and (xii) and all other costs and expenses incident to the performance of the
obligations of the Company hereunder for which provision is not otherwise made
in this Section. It is understood, however, that, except as specifically
provided in this Section and Sections 8 and 11 hereof, the Initial Purchasers
will pay all of their own costs and expenses, including the fees of their
counsel, transfer taxes on resales of any of the Notes by them and any
advertising expenses connected with any offers they may make.

                  (j) To use its best efforts to effect the inclusion of the
Notes in PORTAL and to maintain the listing of the Notes on PORTAL for so long
as the 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 to DTC relating to the approval of the
Notes by DTC for "book-entry" transfer.

                  (l) To cause the Common Stock issuable upon conversion of the
Notes to be duly authorized for listing on the New York Stock Exchange (the
"NYSE") prior to the Firm Closing Date, subject to notice of official issuance.
The Company will ensure that such Common Stock remain authorized for listing on
the NYSE or any other national securities exchange following the Firm Closing
Date for so long as any shares of Common Stock remain registered under the
Exchange Act.

                  (m) The Company shall not (i) offer, pledge, sell, contract to
sell, sell any option or contract to purchase, purchase any option or contract
to sell, grant any option, right or warrant to purchase, or otherwise transfer
or dispose of, directly or indirectly, any shares of Common Stock or any
securities convertible into or exercisable or exchangeable for Common Stock or
(ii) enter into any swap or other arrangement that transfers all or a portion of
the economic consequences associated with the ownership of any Common Stock
(regardless of whether any of the transactions described in clause (i) or (ii)
is to be settled by the delivery of Common Stock, or such other securities, in
cash or otherwise), except to the Initial Purchasers pursuant to this Agreement,
for a period of 90 days after the Closing Date without the prior written consent
of Donaldson, Lufkin & Jenrette Securities Corporation. Notwithstanding the
foregoing, during such period (i) the Company may grant stock options pursuant
to the Company's existing stock option plan, (ii) the Company may issue shares
of Common Stock as consideration for acquisitions of businesses and (iii) the
Company may issue shares of Common Stock upon the exercise of an option or
warrant or the conversion of a security outstanding on the date hereof. The
Company also agrees not to file any registration statement, except in accordance
with the terms of the Registration Rights Agreement, with respect to any shares
of Common Stock or any securities convertible into or exercisable or
exchangeable for Common Stock for a period of 90 days after the Closing Date
without the

                                      -7-

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prior written consent of Donaldson, Lufkin & Jenrette Securities Corporation.
The Company shall, prior to or concurrently with the execution of this
Agreement, deliver an agreement executed by each of the directors and executive
officers of the Company listed on Annex I hereto to the effect that such person
will not, during the period commencing on the date such person signs such
agreement and ending 90 days after the Closing Date without the prior written
consent of Donaldson, Lufkin & Jenrette Securities Corporation, (A) engage in
any of the transactions described in the first sentence of this paragraph or (B)
make any demand for, or exercise any right with respect to, the registration of
any shares of Common Stock or any securities convertible into or exercisable or
exchangeable for Common Stock, except that such persons may dispose of shares of
Common Stock as bona fide gifts if the recipient of such gift agrees in writing
to be bound by the terms of this provision and such persons may each dispose of
up to an aggregate of 1,000 shares of Common Stock during this period.

                  (n) 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 Notes to the Initial Purchasers or
pursuant to Exempt Resales in a manner that would require the registration of
any such sale of the Notes under the Act.

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

                  (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 it prior
to the Closing Date and to satisfy all conditions precedent to the delivery of
the Notes.

         6.       REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE COMPANY. As
of the date hereof, the Company represents and warrants to, and agrees with, 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 (i) statements in or omissions from the Preliminary Offering Memorandum or
the Offering Memorandum (or any supplement or amendment thereto) based upon
information relating to the Initial Purchasers furnished to the Company in
writing by the Initial Purchasers expressly for use therein or (ii) statements
in or omissions from the Preliminary Offering Memorandum which were corrected in
the Offering Memorandum. 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.

                  (b) Each of the Company and its subsidiaries has been duly
incorporated, is validly existing as a corporation in good standing under the
laws of its jurisdiction of incorporation and has the 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 each is duly qualified and is in good standing as a foreign
corporation authorized to do business in each jurisdiction in which the nature
of its business or its ownership or leasing of property requires such
qualification, except where the failure to be so qualified would not have a
material adverse effect on the business, prospects, financial condition or
results of operations of the Company and its subsidiaries, taken as a whole (a
"MATERIAL ADVERSE EFFECT").

                                      -8-

<PAGE>

                  (c) All outstanding shares of capital stock of the Company
have been duly authorized and validly issued and are fully paid, non-assessable
and not subject to any preemptive or similar rights.

                  (d) All of the outstanding shares of capital stock of each of
the Company's subsidiaries have been duly authorized and validly issued and are
fully paid and non-assessable, and, except as otherwise described in the
Offering Memorandum under "Description of Credit Facility", are owned by the
Company, directly or indirectly through one or more subsidiaries, free and clear
of any security interest, claim, lien, encumbrance or adverse interest of any
nature (each, a "LIEN"), except as to such Liens which could not reasonably be
expected to have a Material Adverse Effect.

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

                  (f) The Indenture has been duly authorized by the Company and,
on the Closing Date, will have been validly executed and delivered by the
Company. When the Indenture has been duly executed and delivered by the Company,
the Indenture will be a valid and binding agreement of the Company, enforceable
against the Company in accordance with its terms subject to (i) applicable
bankruptcy, insolvency, fraudulent transfer, fraudulent conveyance,
reorganization, moratorium and other laws affecting creditors' rights and
remedies generally and (ii) general principles of equity, including, without
limitation, standards of materiality, good faith, fair dealing and
reasonableness, equitable defenses and limits as to the availability of
equitable remedies (whether such principles are considered in a proceeding at
law or equity). On the Closing Date, the Indenture will conform in all material
respects to the description thereof contained in the Offering Memorandum.

                  (g) The Notes have been duly authorized and, on the Closing
Date, will have been validly executed and delivered by the Company. When the
Notes have been issued, executed and authenticated in accordance with the
provisions of the Indenture and delivered to and paid for by the Initial
Purchasers in accordance with the terms of this Agreement, the Notes will be
entitled to the benefits of the Indenture and will be valid and binding
obligations of the Company, enforceable in accordance with their terms subject
to (i) applicable bankruptcy, insolvency, fraudulent transfer, fraudulent
conveyance, reorganization, moratorium and other laws affecting creditors'
rights and remedies generally and (ii) general principles of equity, including,
without limitation, standards of materiality, good faith, fair dealing and
reasonableness, equitable defenses and limits as to the availability of
equitable remedies (whether such principles are considered in a proceeding at
law or equity). On the Closing Date, the Notes will conform in all material
respects to the description thereof contained in the Offering Memorandum.

                  (h) The Notes are convertible into Common Stock in accordance
with the terms of the Indenture; the shares of Common Stock initially issuable
upon conversion of the Notes have been duly authorized and reserved for issuance
upon such conversion and, when issued upon such conversion, will be validly
issued, fully paid and nonassessable, will conform to the description thereof
contained in the Offering Memorandum and will be duly authorized for listing on
the NYSE, subject to notice of official issuance; the Company has the authorized
and outstanding capital stock as set forth in the Offering Memorandum; and the
stockholders of the Company or other holders of the Company's securities have no
pre-emptive or similar rights with respect to the Notes or the Common Stock
issuable upon the Notes.

                  (i) The Registration Rights Agreement has been duly authorized
by the Company and, on the Closing Date, will have been duly executed and
delivered by the Company. When the Registration Rights Agreement has been duly
executed and delivered, the Registration Rights Agreement will be a valid and

                                      -9-

<PAGE>

binding agreement of the Company, enforceable against the Company in accordance
with its terms subject to (i) applicable bankruptcy, insolvency, fraudulent
transfer, fraudulent conveyance, reorganization, moratorium and other laws
affecting creditors' rights and remedies generally, (ii) general principles of
equity, including, without limitation, standards of materiality, good faith,
fair dealing and reasonableness, equitable defenses and limits as to the
availability of equitable remedies (whether such principles are considered in a
proceeding at law or equity) and (iii) the qualification that rights to
indemnification and contribution may be limited by applicable law or equitable
principles or otherwise unenforceable as against public policy. On the Closing
Date, the Registration Rights Agreement will conform in all material respects to
the description thereof in the Offering Memorandum.

                  (j) Neither the Company nor any of its subsidiaries is (i) in
violation of its respective charter or by-laws or (ii) in default in the
performance of any obligation, agreement, covenant or condition contained in any
indenture, loan agreement, mortgage, lease 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 or their respective property is bound, which
violation or default, in the case of clause (ii), could reasonably be expected
to have a Material Adverse Effect.

                  (k) The execution, delivery and performance of the Operative
Documents by the Company, compliance by the Company with all provisions hereof
and thereof and the consummation of the transactions contemplated hereby and
thereby will not (i) require any consent, approval, authorization or other order
of, or qualification with, any court or governmental body or agency (except such
as may be required under the securities or Blue Sky laws of the various states),
(ii) conflict with or constitute a breach of any of the terms or provisions of,
or a default under, the charter or by-laws of the Company or any of its
subsidiaries, (iii) conflict with or constitute a breach of any of the terms or
provisions of any indenture, loan agreement, mortgage, lease 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 or their respective property is
bound, which violation or default in the case of this clause (iii) could
reasonably be expected to have a Material Adverse Effect, (iv) violate or
conflict with any applicable law or any rule, regulation, judgment, order or
decree of any court or any governmental body or agency having jurisdiction over
the Company, any of its subsidiaries or their respective property, (v) result in
the imposition or creation of (or the obligation to create or impose) a Lien
under, any 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 or
their respective property is bound which Lien could reasonably be expected to
have a Material Adverse Effect, or (vi) result in the termination, suspension or
revocation of any Authorization (as defined below) of the Company or any of its
subsidiaries or result in any other impairment of the rights of the holder of
any such Authorization, which termination, suspension or revocation could
reasonably be expected to have a Material Adverse Effect.

                  (l) There are no legal or governmental proceedings pending or,
to the best of the Company's knowledge, threatened to which the Company or any
of its subsidiaries is or could be a party or to which any of their respective
property is or could be subject, which would reasonably be expected to result,
singly or in the aggregate, in a Material Adverse Effect.

                  (m) To the best of the Company's knowledge, neither the
Company nor any of its subsidiaries has violated any provisions of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), any provisions of
the Foreign Corrupt Practices Act or the rules and regulations promulgated
thereunder or, except as set forth in the Offering Memorandum under "Business --
Environment," 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"), except
for such violations which, singly or in the aggregate, would not have a Material
Adverse Effect.

                                      -10-

<PAGE>

                  (n) Except as set forth in the Offering Memorandum under "Risk
Factors -- Potential environmental liabilities, including those relating to
former operations, may adversely impact our financial position," 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, any
related constraints on operating activities and any potential liabilities to
third parties) which would, singly or in the aggregate, have a Material Adverse
Effect.

                  (o) Each of the Company and its subsidiaries has such permits,
licenses, consents, exemptions, franchises, authorizations and other approvals
(each, an "AUTHORIZATION") of, and has made all filings with and notices to, all
governmental or regulatory authorities and self-regulatory organizations and all
courts and other tribunals, including without limitation, under any applicable
Environmental Laws, as are necessary to own, lease, license and operate its
respective properties and to conduct its business, except where the failure to
have any such Authorization or to make any such filing or notice would not,
singly or in the aggregate, have a Material Adverse Effect. Each such
Authorization is valid and in full force and effect and each of the Company and
its subsidiaries is in compliance with all the terms and conditions thereof and
with the rules and regulations of the authorities and governing bodies having
jurisdiction with respect thereto; and 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; except where such failure to be valid and
in full force and effect or to be in compliance, or the occurrence of any such
event, would not, singly or in the aggregate, have a Material Adverse Effect.

                  (p) The Company and its subsidiaries have good and marketable
title in fee simple to all real property and good and marketable title to all
personal property owned by them which is material to the business of the Company
and its subsidiaries, in each case free and clear of all Liens and defects,
except such as are described in the Offering Memorandum or such as do not
materially affect the value of such property and do not interfere with the use
made and proposed to be made of such property by the Company and its
subsidiaries; and any real property and buildings held under lease by the
Company and its subsidiaries are held by them under valid, subsisting and
enforceable leases with such exceptions as would not, singly or in the
aggregate, have a Material Adverse Effect, in each case except as described in
the Offering Memorandum.

                  (q) The Company and its subsidiaries own or possess, or can
acquire on reasonable terms, all patents, patent rights, licenses, inventions,
copyrights, know-how (including trade secrets and other unpatented and/or
unpatentable proprietary or confidential information, systems or procedures),
trademarks, service marks and trade names ("INTELLECTUAL PROPERTY") currently
employed by them in connection with the business now operated by them except
where the failure to own or possess or otherwise be able to acquire such
intellectual property would not, singly or in the aggregate, have a Material
Adverse Effect; and neither the Company nor any of its subsidiaries has received
any notice of infringement of or conflict with asserted rights of others with
respect to any of such intellectual property which, singly or in the aggregate,
if the subject of an unfavorable decision, ruling or finding, would have a
Material Adverse Effect.

                  (r) The Company and each of its subsidiaries are insured by
insurers of recognized financial responsibility against such losses and risks
and in such amounts as are customary in the businesses in which they are
engaged; and neither the Company nor any of its subsidiaries (i) has received
notice from any insurer or agent of such insurer that substantial capital
improvements or other material expenditures will have to be made in order to
continue such insurance or (ii) has 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 from similar insurers at a cost that would not
have a Material Adverse Effect.

                                      -11-

<PAGE>

                  (s) Except as disclosed in the Offering Memorandum, no
relationship, direct or indirect, exists between or among the Company or any of
its subsidiaries on the one hand, and the directors, officers, stockholders,
customers or suppliers of the Company or any of its subsidiaries on the other
hand, which would be required by the Act to be described in the Offering
Memorandum if the Offering Memorandum were a prospectus included in a
registration statement on Form S-1 filed with the Commission.

                  (t) All material tax returns required to be filed by the
Company and each of its subsidiaries in any jurisdiction have been filed, other
than those filings being contested in good faith, and all material taxes,
including withholding taxes, penalties and interest, assessments, fees and other
charges due pursuant to such returns or pursuant to any assessment received by
the Company or any of its subsidiaries have been paid, other than those being
contested in good faith and for which adequate reserves have been provided.

                  (u) The accountants, Deloitte & Touche LLP, that have
certified the financial statements and supporting schedules included in the
Preliminary Offering Memorandum and the Offering Memorandum are independent
public accountants with respect to the Company, as required by the Act and the
Exchange Act. The historical financial statements, together with related
schedules and notes, 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.

                  (v) The historical financial statements, together with related
schedules and notes forming part of the Offering Memorandum (and any amendment
or supplement thereto), 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; such statements and
related schedules and notes have been prepared in accordance with generally
accepted accounting principles consistently applied throughout the periods
involved, except as disclosed therein; and the other financial and statistical
information and data set forth 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.

                  (w) The Company is not and, after giving effect to the
offering and sale of the Notes and the application of the net proceeds thereof
as described in the Offering Memorandum, will not be, an "investment company,"
as such term is defined in the Investment Company Act of 1940, as amended.

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

                  (y) Neither the Company nor any of its subsidiaries nor any
agent thereof acting on the behalf of them has taken, and none of them will
take, any action that might cause this Agreement or the issuance or sale of the
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) 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 that it is considering imposing) any
condition (financial or otherwise) on the Company's retaining any rating
assigned to the Company or any securities of the Company or (ii) has indicated
to the Company that it is considering (a) the

                                      -12-

<PAGE>

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
securities of the Company.

                  (aa) 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
condition, financial or otherwise, or the earnings, business, management or
operations of the Company and its subsidiaries, taken as a whole, (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 liability or obligation, direct or
contingent.

                  (bb) 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.

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

                  (dd) No form of general solicitation or general advertising
(as defined in Regulation D under the Act) was used by the Company or any of its
representatives (other than the Initial Purchasers, as to whom the Company makes
no representation) in connection with the offer and sale of the 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 Securities have been issued and sold by the
Company within the six-month period immediately prior to the date hereof.

                  (ee) Prior to the effectiveness of any Registration Statement,
the Indenture is not required to be qualified under the TIA.

                  (ff) No registration under the Act of the Securities is
required for the sale of the Securities 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) Each certificate signed by any officer of the Company and
delivered to the Initial Purchasers or counsel for the Initial Purchasers shall
be deemed to be a representation and warranty by the Company to the Initial
Purchasers as to the matters covered thereby.

                  (hh) All indebtedness of the Company that will be repaid with
the proceeds of the issuance and sale of the Notes was incurred, and the
indebtedness represented by the Notes is being incurred, for proper purposes and
in good faith and the Company was, at the time of incurrence of such
indebtedness that will be repaid with the proceeds of the issuance and sale of
the Notes, and will be on the Closing Date and on each Option Closing Date
(after giving effect to the application of the proceeds from the issuance of the
Notes) solvent, and had at the time of the incurrence of such indebtedness that
will be repaid with the proceeds of the issuance and sale of the Notes and will
have on the Closing Date and on

                                      -13-

<PAGE>

each Option Closing Date (after giving effect to the application of the proceeds
from the issuance of the Notes) sufficient capital for carrying on its business
and was, at the time of the incurrence of such indebtedness that will be repaid
with the proceeds of the issuance and sale of the Notes, and will be on the
Closing Date and on each Option Closing Date (after giving effect to the
application of the proceeds from the issuance of the Notes) able to pay its
debts as they mature.

                  The Company acknowledges 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 counsel to the Initial Purchasers
will rely upon the accuracy and truth of the foregoing representations and
hereby consents to such reliance.

         7.       INITIAL PURCHASERS' REPRESENTATIONS AND WARRANTIES. Each
Initial Purchaser, severally and not jointly, represents and warrants to, and
agrees with, the Company:

                  (a) Such Initial Purchaser is either a QIB or an Accredited
Institution, in either case, with such knowledge and experience in financial and
business matters as is necessary in order to evaluate the merits and risks of an
investment in the Notes.

                  (b) Such Initial Purchaser (A) is not acquiring the Securities
with a view to any distribution thereof or with any present intention of
offering or selling any of the Securities 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 Securities
only to QIBs in reliance on the exemption from the registration requirements of
the Act provided by Rule 144A.

                  (c) Such Initial Purchaser agrees that 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 Securities pursuant
hereto, 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.

                  (d) Such Initial Purchaser agrees that, in connection with
Exempt Resales, such Initial Purchaser will solicit offers to buy the Securities
only from, and will offer to sell the Securities only to, Eligible Purchasers.
Each Initial Purchaser further agrees that it will offer to sell the Securities
only to, and will solicit offers to buy the Securities only from Eligible
Purchasers that such Initial Purchaser reasonably believes are QIBs that agree
that (x) the Securities 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 Securities, 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 904 of the Act, (iv) in a transaction meeting the
requirements of Rule 144 under the Act, (v) to an Accredited Institution that,
prior to such transfer, furnishes the Trustee a signed letter containing certain
representations and agreements relating to the registration of transfer of such
Securities (the form of which is substantially the same as ANNEX A to the
Offering Memorandum) and, if requested by the Company, 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) they will deliver to each person to whom
such Securities or an interest therein is transferred a notice substantially to
the effect of the foregoing.

                                      -14-

<PAGE>

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

                  (f) Such Initial Purchaser agrees that it will not offer, sell
or deliver any of the Securities 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 Securities 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 Initial Purchaser acknowledges that the Company, for
purposes of the opinions to be delivered to each Initial Purchaser pursuant to
Section 9 hereof, counsel to the Company and counsel to the Initial Purchasers
will rely upon the accuracy and truth of the foregoing representations and each
Initial Purchaser hereby consents to such reliance.

         8.       INDEMNIFICATION.

                  (a) The Company agrees 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 any and all losses, claims,
damages, liabilities and judgments (including, without limitation, any
reasonable 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 to any
holder or prospective purchaser of Securities 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 any Initial Purchaser furnished in
writing to the Company by such Initial Purchaser; provided, however, that the
foregoing indemnity agreement with respect to any Preliminary Offering
Memorandum shall not inure to the benefit of any Initial Purchaser who failed to
deliver a Final Offering Memorandum, as then amended or supplemented (so long as
such Final Offering Memorandum and any amendment or supplement thereto was
provided by the Company to the several Initial Purchasers in the requisite
quantity and on a timely basis to permit proper delivery on or prior to the
Closing Date) to the person asserting any losses, claims, damages, liabilities
or judgments caused by any untrue statement or alleged untrue statement of a
material fact contained in such Preliminary Offering Memorandum, 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, if
such material misstatement or omission or alleged material misstatement or
omission was cured in the Final Offering Memorandum, as so amended or
supplemented.

                                      -15-

<PAGE>

                  (b) Each Initial Purchaser, severally and not jointly, agrees
to indemnify and hold harmless the Company and its 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 to the same extent as the
foregoing indemnity from the Company 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 reasonable 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, to the extent reasonable, 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 not be obligated to
indemnify and hold harmless any indemnified party from and against any losses,
claims, damages, liabilities and judgments by reason of any settlement of any
action effected without the indemnifying party's written consent. No
indemnifying party shall, without the prior written 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 therein, 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, on the one hand, and the Initial Purchasers, on the other hand, from
the offering of the Securities 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, on the one hand, and
the Initial Purchasers, on the other hand, in connection with the statements or
omissions which

                                      -16-

<PAGE>

resulted in such losses, claims, damages, liabilities or judgments, as well as
any other relevant equitable considerations. The relative benefits received by
the Company, 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 Securities (after Initial Purchaser's discounts or commissions,
but 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 Securities, in each case as set forth in the table on the cover
page of the Offering Memorandum. The relative fault of the Company, 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, 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 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, the Initial Purchasers shall not be required to contribute any amount
in excess of the amount by which the total discounts and commissions received by
such Initial Purchasers exceeds the amount of any damages which the Initial
Purchasers 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(d) are several in proportion to the respective
principal amount of Securities 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.

         9.       CONDITIONS OF INITIAL PURCHASER'S OBLIGATIONS. The obligations
of the Initial Purchasers to purchase the Firm Notes under this Agreement on the
Closing Date and the Additional Notes, if any, on any Option Closing Date are
subject to the satisfaction of each of the following conditions.

                  (a) All the representations and warranties of the Company
contained in this Agreement shall be true and correct on the Closing Date, or on
each Option Closing Date, if any, with the same force and effect as if made on
and as of the Closing Date or on each Option Closing Date, if any.

                  (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 securities of the Company (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 any notice have been given of any potential or
intended negative change, in the outlook for any rating of the Company or any
securities of the Company 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 Notes than that on which the Notes
were marketed.

                                      -17-

<PAGE>

                  (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(c)(i), 9(c)(ii) or 9(c)(iii), in your judgment, is
material and adverse and, in your judgment, makes it impracticable to market the
Securities on the terms and in the manner contemplated in the Offering
Memorandum.

                  (d) You shall have received on the Closing Date a certificate,
dated the Closing Date, and on an Option Closing Date, if any, dated such Option
Closing Date, signed by the President and the Chief Financial Officer of the
Company, confirming the matters set forth in Sections 6(aa), 9(a) and 9(b) and
stating that the Company has complied with all the agreements and satisfied all
of the conditions herein contained and required to be complied with or satisfied
on or prior to the Closing Date or Option Closing Date, as the case may be.

                  (e) You shall have received on the Closing Date and each
Option Closing Date, if any, an opinion (satisfactory to you and counsel for the
Initial Purchasers), dated the Closing Date or such Option Closing Date, as the
case may be, of Fried, Frank, Harris, Shriver & Jacobson, counsel for the
Company, to the effect set forth as Exhibit B, and an opinion of Stephen B.
Paige, Esq., Senior Vice President and General Counsel for the Company, to the
effect set forth on Exhibit C.

                  The opinions of Fried, Frank, Harris, Shriver & Jacobson and
Stephen B. Paige, Esq., Senior Vice President and General Counsel to the
Company, described in Section 9(e) above shall be rendered to you at the request
of the Company and shall so state therein. In addition, such counsel may state
that the opinions expressed therein are solely for the Initial Purchasers'
benefit and may not be relied upon in any manner or for any purpose by any other
person.

                  (f) The Initial Purchasers shall have received on the Closing
Date and on each Option Closing Date, an opinion, dated the Closing Date, of
Baker & McKenzie, counsel for the Initial Purchasers, in form and substance
reasonably satisfactory to the Initial Purchasers.

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

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

                  (i) The Initial Purchasers shall have received a counterpart,
conformed as executed, of the Indenture which shall have been entered into by
the Company and the Trustee.

                  (j) The Company shall have executed the Registration Rights
Agreement and the Initial Purchasers shall have received an original copy
thereof, duly executed by the Company.

                  (k) The Company shall not have failed at or prior to the
Closing Date or any Option Closing Date, as the case may be, to perform or
comply with any of the agreements herein

                                      -18-

<PAGE>

contained and required to be performed or complied with by the Company at or
prior to the Closing Date or Option Closing Date, as the case may be.

         10.      EFFECTIVENESS OF AGREEMENT AND TERMINATION. This Agreement may
be terminated at any time on or 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 Securities 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 on 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 or an Option Closing Date, as the case may be,
any one or more of the Initial Purchasers shall fail or refuse to purchase the
Notes which it or they have agreed to purchase hereunder on such date and the
aggregate principal amount of the 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
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 Notes set forth opposite its name in Schedule
A bears to the aggregate principal amount of the 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 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 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
Notes without the written consent of such Initial Purchaser. If on the Closing
Date, or an Option Closing Date, as the case may be, any Initial Purchaser or
Initial Purchasers shall fail or refuse to purchase the Notes and the aggregate
principal amount of the Notes with respect to which such default occurs is more
than one-tenth of the aggregate principal amount of the Notes to be purchased by
all Initial Purchasers and arrangements satisfactory to the Initial Purchasers
and the Company for purchase of such the 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, or such Option Closing Date,
as the case may be, 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: (i) if to the Company to Ten Melville
Park Road, Melville, New York 11747, Attention: Stephen B. Paige, Esq.,
telephone (631) 847-3000, and (ii) if to the Initial Purchasers, Donaldson,
Lufkin & Jenrette

                                      -19-

<PAGE>

Securities Corporation, 277 Park Avenue, New York, New York 10172, Attention:
Syndicate Department, 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 and warranties of the Company 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 Securities
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,
the officers or directors of the Company, or any person controlling the Company,
(ii) acceptance of the Securities and payment for them hereunder and (iii)
termination of the Agreement.

                  If for any reason the 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 agrees to reimburse the
Initial Purchasers for all reasonable out-of-pocket expenses (including the
reasonable 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 also
agrees to reimburse the Initial Purchasers and its officers, directors and each
person, if any, who controls such Initial Purchasers within the meaning of
Section 15 of the Act or Section 20 of the Exchange Act for any and all
reasonable fees and expenses (including without limitation the reasonable fees
and expenses of counsel) incurred by them in connection with enforcing their
rights under this Agreement (including without limitation its rights under
Section 8).

                  Except as otherwise provided, this Agreement has been and is
made solely for the benefit of and shall be binding upon the Company, the
Initial Purchasers, the Initial Purchasers' directors and officers, any
controlling persons referred to herein, the directors of the Company 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 Securities 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.

                                      -20-

<PAGE>

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

                                         Very truly yours,

                                         GENERAL SEMICONDUCTOR, INC.

                                         By: /s/ Ronald A. Ostertag
                                             -----------------------------
                                             Name:  Ronald A. Ostertag
                                             Title:  Chairman and President

DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
CHASE SECURITIES INC.
MORGAN STANLEY & CO. INCORPORATED

By:      DONALDSON, LUFKIN & JENRETTE
                  SECURITIES CORPORATION

By:      /s/ William Wilson
         -----------------------------
         Name:  William Wilson
         Title:  Vice President

                                      -21-

<PAGE>

                                   SCHEDULE A

<TABLE>

                                                            PRINCIPAL AMOUNT
              INITIAL PURCHASER                                OF NOTES
                                                         ----------------------
<S>                                                           <C>
Donaldson, Lufkin & Jenrette
     Securities Corporation                                   $120,000,000
Chase Securities Inc.                                         $ 15,000,000
Morgan Stanley & Co. Incorporated                             $ 15,000,000

          Total                                               $150,000,000

</TABLE>

                                      -22-

<PAGE>

                                     ANNEX I

Ronald A. Ostertag, Chairman, President and Chief Executive Officer
Andrew M. Caggia, Senior Vice President and Chief Financial Officer
Robert J. Gange, Vice President and Controller
Vincent M. Guercio, Senior Vice President, e-commerce
W. John Nelson, President, Asia/Pacific Operations
Stephen B. Paige, Senior Vice President, General Counsel and Secretary
Linda S. Perry, Senior Vice President, Human Resources
John P. Phillips, President, Europe and North America Operations
C. Scott Kulicke, Director
Ronald Rosenzweig, Director
Peter A. Schwartz, Director
Samuel L. Simmons, Director
Prof. Gerard T. Wrixon, Director

                                      -23-

<PAGE>

                                    EXHIBIT A

                      Form of Registration Rights Agreement

                                      -24-

<PAGE>

                                    EXHIBIT B

           Form of Opinion of Fried, Frank, Harris, Shriver & Jacobson

                           (i) the Notes have been duly authorized and, when
         executed and authenticated in accordance with the provisions of the
         Indenture and delivered to and paid for by the Initial Purchasers in
         accordance with the terms of this Agreement, will be entitled to the
         benefits of the Indenture and will be valid and binding obligations of
         the Company, enforceable in accordance with their terms subject to (i)
         applicable bankruptcy, insolvency, fraudulent transfer, fraudulent
         conveyance, reorganization, moratorium and other laws affecting
         creditors' rights and remedies generally and (ii) general principles of
         equity, including, without limitation, standards of materiality, good
         faith, fair dealing and reasonableness, equitable defenses and limits
         as to the availability of equitable remedies (whether such principles
         are considered in a proceeding at law or equity);

                           (ii) the Indenture has been duly authorized, executed
         and delivered by the Company and is a valid and binding agreement of
         the Company, enforceable against the Company in accordance with its
         terms, subject to (i) applicable bankruptcy, insolvency, fraudulent
         transfer, fraudulent conveyance, reorganization, moratorium and other
         laws affecting creditors' rights and remedies generally and (ii)
         general principles of equity, including, without limitation, standards
         of materiality, good faith, fair dealing and reasonableness, equitable
         defenses and limits as to the availability of equitable remedies
         (whether such principles are considered in a proceeding at law or
         equity);

                           (iii) the Notes are convertible into Common Stock in
         accordance with the terms of the Indenture; the shares of Common Stock
         initially issuable upon conversion of the Notes have been duly
         authorized and reserved for issuance upon such conversion and, when
         issued upon such conversion and receipt of the Notes in accordance with
         the terms of the Indenture, will be validly issued, fully paid and
         nonassessable; the Company has the authorized capital stock as set
         forth in the Offering Memorandum; and the stockholders of the Company
         have no pre-emptive or similar rights under applicable law or the
         Company's Certificate of Incorporation or By-Laws with respect to the
         Notes or the Common Stock issuable upon conversion of the Notes.

                           (iv) this Agreement has been duly authorized,
         executed and delivered by the Company;

                           (v) the Registration Rights Agreement has been duly
         authorized, executed and delivered by the Company and is a valid and
         binding agreement of the Company, enforceable against the Company in
         accordance with its terms, subject to (i) applicable bankruptcy,
         insolvency, fraudulent transfer, fraudulent conveyance, reorganization,
         moratorium and other laws affecting creditors' rights and remedies
         generally, (ii) general principles of equity, including, without
         limitation, standards of materiality, good faith, fair dealing and
         reasonableness, equitable defenses and limits as to the availability of
         equitable remedies (whether such principles are considered in a
         proceeding at law or equity) and (iii) the qualification that rights to
         indemnification and contribution may be limited by applicable law or
         equitable principles or otherwise unenforceable as against public
         policy;

                                      -25-

<PAGE>

                           (vi) the descriptions under the captions "Description
         of Credit Facility," "Description of Notes" and "Certain United States
         Federal Income Tax Consequences" in the Offering Memorandum, insofar as
         such descriptions constitute a summary of the legal matters or
         documents referred to therein, fairly summarize the mattes referred to
         therein;

                           (vii) the issue and sale of the Notes and the
         compliance by the Company with all of the provisions of the Notes, the
         Indenture and this Agreement and the consummation of the transactions
         herein and therein contemplated will not conflict with or result in a
         breach or violation of any of the terms or provisions of, or constitute
         a default under, any indenture, mortgage, deed of trust, loan agreement
         or other agreement or instrument known to us to which the Company or
         any of its subsidiaries is 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 (this opinion being
         limited (x) to such counsel's review of only those agreements filed as
         exhibits to the Company's Annual Report on Form 10-K/A for the fiscal
         year ended December 31, 1998 (as amended) and the Company's quarterly
         reports on Form 10-Q for the quarterly periods ended March 31, 1999,
         June 30, 1999 and September 30, 1999, and (y) in that such counsel need
         not express any opinion with respect to any such conflict, breach or
         violation not readily ascertainable from the face of any such
         agreement, or arising under or based upon any cross-default provision
         insofar as it relates to a default under an agreement not so filed or
         arising under or based upon any covenant of a financial or numerical
         nature or requiring computations), nor will such actions result in any
         violation of the provisions of (i) the Certificate of Incorporation or
         By-laws of the Company (ii) any statute, rule or regulation of any
         governmental agency or authority of the United States or of the State
         of New York or under the Delaware General Corporation Law (the "DGCL"),
         and (iii) any order of any court binding upon the Company or any of its
         subsidiaries (the opinion in this clause (iii) being limited to (x)
         such counsel's review of only those court orders that are specifically
         identified in an Officer's Certificate of the Company set forth therein
         as an Annex and (y) in that such counsel need not express an opinion
         with respect to any such violation not readily ascertainable from the
         face of any such court order);

                           (viii) the Company is not and, after giving effect to
         the offering and sale of the Notes and the application of the net
         proceeds thereof as described in the Offering Memorandum, will not be,
         an "investment company" as such term is defined in the Investment
         Company Act of 1940, as amended;

                           (ix) the Indenture complies as to form in all
         material respects with the requirements of the TIA, and the rules and
         regulations of the Commission applicable to an indenture which is
         qualified thereunder. It is not necessary in connection with the offer,
         sale and delivery of the Notes to the Initial Purchasers in the manner
         contemplated by this Agreement or in connection with the Exempt Resales
         to qualify the Indenture under the TIA.

                           (x) no registration under the Act of the Securities
         is required for the sale of the Securities to the Initial Purchasers as
         contemplated by this Agreement or for the Exempt Resales assuming that
         (i) each Initial Purchaser is a QIB, (ii) the accuracy of, and
         compliance with, the Initial Purchasers' representations and agreements
         contained in Section 7 of this Agreement and (iii) the

                                      -26-

<PAGE>

         accuracy of the representations of the Company set forth in Sections
         6(bb), (cc) and (dd) of this Agreement; and

                           (xi) such counsel shall state that in the course of
         the preparation by the Company of the Offering Memorandum, it
         participated in conferences with certain of the officers and
         representatives of, and the independent public accountants for the
         Company, at which the contents of the Offering Memorandum were
         discussed. Between the date of the Offering Memorandum and the time of
         delivery of this opinion, such counsel shall also state that it
         participated in additional conferences with certain of the officers and
         representatives of, and independent public accountants for the Company
         at which the contents of the Offering Memorandum were discussed to a
         limited extent. Given the limitations inherent in the independent
         verification of factual matters and the character of determinations
         involved in the process, such counsel need not pass upon or assume any
         responsibility for the accuracy, completeness or fairness of the
         statements contained in the Offering Memorandum, except to the extent
         provided in paragraph (vi) above. Subject to the foregoing and on the
         basis of the information gained in the performance of the services
         referred to therein, including information obtained from the officers
         and other representatives of, and the independent public accountants
         for the Company, no facts have come to such counsel's attention that
         cause them to believe that the Offering Memorandum, as of its date,
         contained any untrue statement of a material fact or omitted to state a
         material fact required to be stated therein or necessary in order to
         make the statements therein, in light of the circumstances under which
         they were made, not misleading. Also, subject to the foregoing, no
         facts have come to such counsel's attention in the course of the
         proceedings described in the second sentence of this paragraph that
         cause them to believe that the Offering Memorandum, as of the date and
         time of the delivery of the opinion, contains an untrue statement of a
         material fact or omits 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.
         Such counsel need not express any view or belief, however, with respect
         to financial statements, or the notes or schedules thereto, or other
         financial data included in or omitted from the Offering Memorandum.

                                      -27-

<PAGE>

                                    EXHIBIT C
                    Form of Opinion of Stephen B. Paige, Esq.

                           (i) the Company is validly existing as a corporation
         in good standing under the laws of the jurisdiction of incorporation
         and has the corporate power and authority to carry on its business as
         described in the Offering Memorandum and to own, lease and operate its
         properties (such counsel being entitled to rely in respect of the
         opinion in this clause upon opinions of local counsel, and in respect
         of matters of fact, upon certificates of officers of the Company,
         provided that such counsel shall state that he believes that both the
         Initial Purchasers and he is justified in relying upon such opinions
         and certificates);

                           (ii) the Company is duly qualified and is in good
         standing as a foreign corporation authorized to do business in each
         jurisdiction in which the nature of its business or its ownership or
         leasing of property requires such qualification, except where the
         failure to be so qualified would not have a Material Adverse Effect
         (such counsel being entitled to rely in respect of the opinion in this
         clause upon opinions of local counsel, and in respect of matters of
         fact, upon certificates of officers of the Company, provided that such
         counsel shall state that he believes that both the Initial Purchasers
         and he is justified in relying upon such opinions and certificates);

                           (iii) all the outstanding shares of capital stock of
         the Company have been duly authorized and validly issued and are fully
         paid, non-assessable and not subject to any preemptive or similar
         rights;

                           (iv) all of the outstanding shares of capital stock
         of each of the Significant Subsidiaries have been duly authorized and
         validly issue and are fully paid and non-assessable, and are owned by
         the Company, free and clear of any Lien, except as otherwise disclosed
         in the Offering Memorandum under "Description of Credit Facility";

                           (v) neither the Company nor any of its subsidiaries
         is (a) in violation of its respective charter or by-laws and, (b) to
         the best of such counsel's actual knowledge, neither the Company nor
         any of its subsidiaries is in default in the performance of any
         obligation, agreement, covenant or condition contained in any
         indenture, loan agreement, mortgage, lease or other agreement or
         instrument that is material to the Company and its subsidiaries, taken
         as a whole, to which the Company or any of its subsidiaries is a party
         or by which the Company or any of its subsidiaries or their respective
         property is bound which default could reasonably be expected to have,
         in the case of this clause (b), a Material Adverse Effect;

                           (vi) to the best of such counsel's actual knowledge,
         such counsel does not know of any legal or governmental proceedings
         pending or threatened to which the Company or any of its subsidiaries
         is a party or to which any of their respective property is subject,
         which would reasonably be expected to result, singly or in the
         aggregate, in a Material Adverse Effect.

                                      -28-

<PAGE>

                           (vii) to the best of such counsel's actual knowledge,
         the Company has such Authorizations of, and has made all filings with
         and notices to, all governmental or regulatory authorities and
         self-regulatory organizations and all courts and other tribunals,
         including without limitation, under any applicable Environmental Laws
         (other than as described in the Offering Memorandum), as are necessary
         to own, lease, license and operate its respective properties and to
         conduct its business, except where the failure to have any such
         Authorization or to make any such filing or notice would not, singly or
         in the aggregate, have a Material Adverse Effect. To the best of such
         counsel's actual knowledge, each such Authorization is valid and in
         full force and effect and the Company is in compliance with all the
         terms and conditions thereof and with the rules and regulations of the
         authorities and governing bodies having jurisdiction with respect
         thereto; and, to the best of such counsel's actual knowledge, no event
         has occurred (including 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; except where such failure to be valid and in full
         force and effect or to be in compliance, the occurrence of any such
         event or the presence of any such restriction would not, singly or in
         the aggregate, have a Material Adverse Effect.

                                      -29-