Underwriting Agreement

International Underwriting Agreement


                                                                  Exhibit 10.02



                                 820,000 Shares

                       Adelphia Communications Corporation

                              Class A Common Stock


                      INTERNATIONAL UNDERWRITING AGREEMENT


                                                                August 12, 1998


SMITH BARNEY INC.
GOLDMAN SACHS INTERNATIONAL
NATIONSBANC MONTGOMERY SECURITIES LLC
CREDIT SUISSE FIRST BOSTON (EUROPE) LIMITED
LEHMAN BROTHERS INTERNATIONAL (EUROPE)
THE TORONTO-DOMINION BANK
As Lead Managers for the Several Managers
   c/o Smith Barney Inc.
   388 Greenwich Street
   New York, New York 10013

Ladies & Gentlemen:

         Adelphia Communications Corporation, a Delaware corporation (the
"Company"), proposes to issue and sell outside the United States and Canada an
aggregate of 820,000 shares (the "Shares") of its Class A Common Stock, $.01 par
value per share (the "Class A Common Stock"), to the several underwriters named
in Schedule I hereto (the "Managers"), for whom Smith Barney Inc., Goldman Sachs
International, NationsBanc Montgomery Securities LLC, Credit Suisse First Boston
(Europe) Limited, Lehman Brothers International (Europe) and The
Toronto-Dominion Bank are acting as representatives (the "Lead Managers").

         It is understood that the Company is concurrently entering into a U.S.
Underwriting Agreement, dated the date hereof (the "U.S. Underwriting
Agreement"), providing for the sale of 3,280,000 shares (the "Firm U.S. Shares")
of the Class A Common Stock (plus an option granted to purchase up to an
additional 615,000 shares of Class A Common Stock (the "Additional U.S.
Shares")) solely for the purpose of covering over-allotments) through
arrangements with certain underwriters in the United States and Canada (the
"U.S. Underwriters"), for whom Smith Barney Inc., Goldman, Sachs & Co.,
NationsBanc Montgomery Securities LLC, Credit Suisse First Boston Corporation,
Lehman Brothers Inc. and TD Securities (USA) Inc. are acting as representatives
(the "Representatives"). All shares of Class A Common Stock proposed to be
offered to the U.S Underwriters pursuant to the U.S. Underwriting Agreement,
including the Firm U.S. Shares and the Additional U.S. Shares, are herein called
the "U.S. Shares"; the U.S. Shares and the Shares, collectively, are herein
called the "Underwritten Shares."



         The Company also understands that the Lead Managers and the
Representatives have entered into an agreement (the "Agreement Between U.S.
Underwriters and Managers") contemplating the coordination of certain
transactions between the Managers and the U.S. Underwriters and that, pursuant
thereto and subject to the conditions set forth therein, the Managers may
purchase from the U.S. Underwriters a portion of the U.S. Shares or sell to the
U.S. Underwriters a portion of the Shares. The Company understands that any such
purchases and sales between the Managers and the U.S. Underwriters shall be
governed by the Agreement Between Managers and U.S. Underwriters and shall not
be governed by the terms of this Agreement or the U.S. Underwriting Agreement.

         The Company wishes to confirm as follows its agreement with you and the
other several Managers on whose behalf you are acting, in connection with the
several purchases of the Shares by the Managers.

         1. Registration Statement and Prospectuses. The Company has prepared
and filed with the Securities and Exchange Commission (the "Commission") in
accordance with the provisions of the Securities Act of 1933, as amended, and
the rules and regulations of the Commission thereunder (collectively, the
"Act"), a Registration Statement on Form S-3 under the Act (the "Registration
Statement"), including a prospectus and a prospectus supplement subject to
completion relating to the Underwritten Shares. The term "Registration
Statement" as used in this Agreement means the Registration Statement (including
all financial schedules and exhibits), as supplemented or amended at the time of
the execution of this Agreement. If a post-effective amendment or supplement to
a registration statement is filed in connection with the offering of the
Underwritten Shares, the term "Registration Statement" as used in this Agreement
means the Registration Statement as amended by said post-effective amendment or
supplement. The term "Prospectus" as used in this Agreement means the prospectus
(including the prospectus supplement relating to the Underwritten Shares) in the
form included in the Registration Statement, or, if the prospectus (including
the prospectus supplement relating to the Underwritten Shares) included in the
Registration Statement omits information in reliance on Rule 430A under the Act
and such information is included in a prospectus (or a prospectus supplement)
filed with the Commission pursuant to Rule 424(b) under the Act, the term
"Prospectus" as used in this Agreement means the prospectus (including the
prospectus supplement relating to the Underwritten Shares) in the form included
in the Registration Statement as supplemented by the addition of the Rule 430A
information contained in the prospectus (including the prospectus supplement
relating to the Underwritten Shares) filed with the Commission pursuant to Rule
424(b). The term "Prepricing Prospectus" as used in this Agreement means the
prospectus (including the preliminary prospectus supplement relating to the
Underwritten Shares) in the form included in the Registration Statement at the
time of the initial filing of the Registration Statement with the Commission,
and as such prospectus (including the preliminary prospectus supplement relating
to the Underwritten Shares) shall have been amended from time to time prior to
the date of the Prospectus. Any reference in this Agreement to the Registration
Statement, any Prepricing Prospectus or the Prospectus shall be deemed to refer
to and include the documents incorporated by reference therein pursuant to Item
12 of Form S-3 under the Act, as of the date of the Registration Statement, such
Prepricing Prospectus or the Prospectus, as the case may be, and any reference
to any amendment or supplement to the Registration Statement, any Prepricing


                                       2


Prospectus or the Prospectus shall be deemed to refer to and include any
documents filed after such date under the Securities Exchange Act of 1934, as
amended (the "Exchange Act") which, upon filing, are incorporated by reference
therein, as required by paragraph (b) of Item 12 of Form S-3. As used herein,
the term "Incorporated Documents" means the documents which at the time are
incorporated by reference in the Registration Statement, any Prepricing
Prospectus, the Prospectus, or any amendment or supplement thereto.

         It is understood that two forms of Prepricing Prospectus and two forms
of Prospectus are to be used in connection with the offering and sale of the
Underwritten Shares: a Prepricing Prospectus and a Prospectus relating to the
U.S. Shares that are to be offered and sold in the United States or Canada to
U.S. or Canadian Persons (the "U.S. Prepricing Prospectus" and the "U.S.
Prospectus," respectively), and a Prepricing Prospectus and a Prospectus
relating to the Shares that are to be offered and sold outside the United States
or Canada to persons other than U.S. or Canadian Persons (the "International
Prepricing Prospectus" and the "International Prospectus," respectively). The
U.S. Prospectus and the International Prospectus are herein collectively
referred to as the "Prospectuses," and the U.S. Prepricing Prospectus and the
International Prepricing Prospectus are herein called the "Prepricing
Prospectuses." For purposes of this Agreement: "Rules and Regulations" means the
rules and regulations adopted by the Commission under either the Act or the
Exchange Act, as applicable; "U.S. or Canadian Person" means any resident or
national of the United States or Canada, any corporation, partnership or other
entity created or organized in or under the laws of the United States or Canada
or any estate or trust the income of which is subject to United States or
Canadian income taxation regardless of the source of its income (other than the
foreign branch of any U.S. or Canadian Person), and includes any United States
or Canadian branch of a person other than a U.S. or Canadian Person; "United
States" means the United States of America (including the states thereof and the
District of Columbia) and its territories, its possessions and other areas
subject to its jurisdiction; and "Canada" means Canada and its territories, its
possessions and other areas subject to its jurisdiction.

         2. Agreements to Sell and Purchase. The Company hereby agrees, subject
to all the terms and conditions set forth herein, to issue and sell to each
Manager and, upon the basis of the representations, warranties and agreements of
the Company herein contained and subject to all the terms and conditions set
forth herein, each Manager agrees, severally and not jointly, to purchase from
the Company, at a purchase price of $30.56 per Share (the "purchase price per
share"), the number of Shares set forth opposite the name of such Manager in
Schedule I hereto (or such number of Shares increased as set forth in Section 10
hereof).

         3. Terms of Public Offering. The Company has been advised by you that
the Managers propose to make a public offering of their respective portions of
the Shares as soon after this Agreement has become effective as in your judgment
is advisable and initially to offer the Shares upon the terms set forth in the
International Prospectus.

         4. Delivery of the Shares and Payment Therefor. Delivery to the
Managers of and payment for the Shares shall be made at the office of Latham &
Watkins, 885 Third Avenue, New York, New York 10022 at 10:00 A.M., New York City
time, on August 18, 1998 (the "Closing Date"). The place of closing for the


                                       3


Shares and the Closing Date may be varied by agreement between you and the
Company.

         Certificates for the Shares to be purchased hereunder shall be
registered in such names and in such denominations as you shall request prior to
9:30 A.M., New York City time, on the second business day preceding the Closing
Date. Such certificates shall be made available to you in New York City for
inspection and packaging not later than 9:30 A.M., New York City time, on the
business day next preceding the Closing Date. The certificates evidencing the
Shares to be purchased hereunder shall be delivered to you on the Closing Date,
against payment of the purchase price therefor in immediately available funds.

         5. Agreements of the Company. The Company agrees with the several
Managers as follows:

                  (a) If, at the time this Agreement is executed and delivered,
it is necessary for a post-effective amendment thereto to be declared effective
before the offering of the Shares may commence, the Company will endeavor to
cause the Registration Statement or such post-effective amendment to become
effective as soon as possible and will advise you promptly and, if requested by
you, will confirm such advice in writing, when the Registration Statement or
such post-effective amendment has become effective.

                  (b) The Company will advise you promptly and, if requested by
you, will confirm such advice in writing: (i) of any request by the Commission
for amendment of or a supplement to the Registration Statement, the Prepricing
Prospectuses or the Prospectuses or for additional information; (ii) of the
issuance by the Commission of any stop order suspending the effectiveness of the
Registration Statement or of the suspension of qualification of the Shares for
offering or sale in any jurisdiction or the initiation of any proceeding for
such purpose; and (iii) within the period of time referred to in paragraph (f)
below, of the happening of any event which makes any statement of a material
fact made in the Registration Statement or the Prospectuses untrue or which
requires the making of any additions to or changes in the Registration Statement
or the Prospectuses in order to state a material fact required by the Act or the
regulations thereunder to be stated therein or necessary in order to make the
statements therein not misleading, or of the necessity to amend or supplement
the Prospectuses to comply with the Act or any other law. If at any time the
Commission shall issue any stop order suspending the effectiveness of the
Registration Statement, the Company will make every reasonable effort to obtain
the withdrawal of such order at the earliest possible time.

                  (c) The Company will furnish to you, without charge, seven
signed copies of the Registration Statement as originally filed with the
Commission and of each amendment and supplement thereto, including financial
statements and all exhibits thereto, and will also furnish to you, without
charge, such number of conformed copies of the Registration Statement as
originally filed and of each amendment thereto, but without exhibits, as you may
request.

                  (d) The Company will not (i) file any amendment to the
Registration Statement or make any amendment or supplement to the Prospectuses
of which you shall not previously have been advised or to which you shall object
after being so advised or (ii) so long as, in the written opinion of counsel for


                                       4


the Managers, a prospectus is required to be delivered in connection with sales
by any Manager or dealer, file any information, documents or reports pursuant to
the Exchange Act, without delivering a copy of such information, documents or
reports to you, as Lead Managers for the Managers, prior to or concurrently with
such filing.

                  (e) Prior to the execution and delivery of this Agreement, the
Company has delivered to you, without charge, in such quantities as you have
requested, copies of each form of the International Prepricing Prospectus. The
Company consents to the use, in accordance with the provisions of the Act and
with the securities or Blue Sky laws of the jurisdictions in which the Shares
are offered by the several Managers and by dealers, prior to the date of the
International Prospectus, of each International Prepricing Prospectus so
furnished by the Company.

                  (f) As soon after the execution and delivery of this Agreement
as possible and thereafter from time to time for such period as in the written
opinion of counsel for the Managers a prospectus is required by the Act to be
delivered in connection with sales by any Manager or dealer, the Company will
expeditiously deliver to each Manager and each dealer, without charge, as many
copies of the International Prospectus as you may request. The Company consents
to the use of the International Prospectus in accordance with the provisions of
the Act and with the securities or Blue Sky laws of the jurisdictions in which
the Shares are offered by the several Managers and by all dealers to whom Shares
may be sold, both in connection with the offering and sale of the Shares and for
such period of time thereafter as the International Prospectus is required by
the Act to be delivered in connection with sales by any Manager or dealer. If
during such period of time any event shall occur that in the judgment of the
Company or in the opinion of counsel for the Managers is required to be set
forth in the International Prospectus or should be set forth therein in order to
make the statements therein, in the light of the circumstances under which they
were made, not misleading, or if it is necessary to supplement or amend the
International Prospectus to comply with the Act or any other law, the Company
will forthwith prepare and, subject to the provisions of paragraph (d) above,
file with the Commission an appropriate supplement or amendment thereto and will
expeditiously furnish to the Managers and dealers a reasonable number of copies
thereof.

                  (g) The Company will cooperate with you and with counsel for
the Managers in connection with the registration or qualification of the Shares
for offering and sale by the several Managers and by dealers under the
securities or Blue Sky laws of such jurisdictions as you may designate and will
file such consents to service of process or other documents necessary or
appropriate in order to effect such registration or qualification; provided that
in no event shall the Company be obligated to qualify to do business in any
jurisdiction where it is not now so qualified or to take any action which would
subject it to service of process in suits, other than those arising out of the
offering or sale of the Shares, in any jurisdiction where it is not now so
subject.

                  (h) The Company will make generally available to its security
holders a consolidated earnings statement, which need not be audited, covering a
twelve-month period commencing after the effective date of the Registration
Statement and ending not later than 15 months thereafter, as soon as practicable
after the end of such period, which consolidated earnings statement shall
satisfy the provisions of Section 11(a) of the Act.

                                       5


                  (i) During the period of five years after the date of this
Agreement, the Company will (i) make generally available a copy of each report
of the Company mailed to stockholders or filed with the Commission or the Nasdaq
National Market and will promptly notify you of such mailing or filing and (ii)
furnish to you from time to time such other information concerning the Company
and its subsidiaries as you may request.

                  (j) If this Agreement shall terminate or shall be terminated
after execution pursuant to any provisions hereof (otherwise than pursuant to
the second paragraph of Section 10 hereof or by notice given by you terminating
this Agreement pursuant to Section 10 or Section 11 hereof) or if this Agreement
shall be terminated by the Managers because of any failure or refusal on the
part of the Company to comply with the terms or fulfill any of the conditions of
this Agreement, the Company agrees to negotiate in good faith regarding the
reimbursement to the Lead Managers for out-of-pocket expenses (including fees
and expenses of counsel for the Managers) incurred by you in connection
herewith.

                  (k) The Company will apply the net proceeds from the sale of
the Shares substantially in accordance with the description set forth in the
Prospectuses.

                  (l) If Rule 430A of the Act is employed, the Company will
timely file the Prospectuses pursuant to Rule 424(b) under the Act and will
advise you of the time and manner of such filing.

                  (m) For a period of 90 days after the date hereof (the
"Lock-up Period"), the Company will not, without the prior written consent of
Smith Barney Inc., offer, sell, contract to sell or otherwise dispose of any
shares of common stock of the Company (or any securities convertible into or
exercisable or exchangeable for common stock of the Company) or grant any
options or warrants to purchase common stock of the Company, except for (i)
sales to the Managers pursuant to this Agreement and to the U.S. Underwriters
pursuant to the U.S. Underwriting Agreement, (ii) the issuance of options or
grants or shares under the Company's Incentive Plan (as defined in the
Prospectuses) or the Company's stock option or stock plans in existence on the
date hereof; (iii) the issuance of 4,090,315 shares of Class A Common Stock (the
"Direct Offering Shares") pursuant to the Direct Offering Agreement, dated as of
the date hereof, among the Company, Highland Communications, L.L.C. (the "Direct
Offering Agreement") as described in the Prospectuses; (iv) the issuance of
shares of Class A Common Stock pursuant to a conversion of any Class B Common
Stock or convertible preferred stock outstanding on the date hereof; (v) the
issuance of capital stock of the Company to members of the Rigas Family (as
defined in the Prospectuses); provided that any such member of the Rigas Family
shall have furnished to you a "lock-up" letter, in form and substance
satisfactory to you, with respect to any remaining portion of the Lock-Up
Period; and (vi) any private placement of capital stock of the Company; provided
that such capital stock shall remain "restricted securities" (as defined in Rule
144(a)(3) of the Act) for any remaining portion of the Lock-Up Period.

                  (n) The Company has furnished or will furnish to you "lock-up"
letters, in form and substance satisfactory to you, signed by the Company's
stockholders set forth on Schedule II hereto.

                                       6


                  (o) Except as stated in this Agreement, the U.S. Underwriting
Agreement and the Direct Offering Agreement and in the Prepricing Prospectuses
and Prospectuses, the Company has not taken, nor will it take, directly or
indirectly, any action designed to or that might reasonably be expected to cause
or result in stabilization or manipulation of the price of the Class A Common
Stock to facilitate the sale or resale of the Underwritten Shares.

                  (p) The Company will use its best efforts to have the
Underwritten Shares listed, subject to notice of issuance, on the Nasdaq
National Market concurrently with the effectiveness of the Registration
Statement.

         6. Representations and Warranties of the Company. The Company
represents and warrants to each Manager that:

                  (a) Each of the Prepricing Prospectuses included as part of
the Registration Statement as originally filed or as part of any amendment or
supplement thereto, or filed pursuant to Rule 424 under the Act, complied when
so filed in all material respects with the provisions of the Act; except that
this representation and warranty does not apply to statements in or omissions
from such Prepricing Prospectuses made in reliance upon and in conformity with
information relating to any U.S. Underwriter or Manager furnished to the Company
in writing by a U.S. Underwriter through the Representatives or by a Manager
through the Lead Managers expressly for use therein. The Commission has not
issued any order preventing or suspending the use of any of the Prepricing
Prospectuses.

                  (b) The Registration Statement in the form in which it became
or becomes effective and also in such form as it may be when any post-effective
amendment thereto has or shall become effective and the Prospectuses and any
supplement or amendment thereto when filed with the Commission under Rule 424(b)
under the Act, complied or will comply in all material respects with the
provisions of the Act and did not or will not at any such times contain an
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not misleading;
except that this representation and warranty does not apply to statements in or
omissions from the Registration Statement or the Prospectuses made in reliance
upon and in conformity with information relating to any U.S. Underwriter or
Manager furnished to the Company in writing by a U.S. Underwriter through the
Representatives or by a Manager through the Lead Managers expressly for use
therein.

                  (c) The Company has not sustained since March 31, 1998 any
material loss or interference with its business from fire, explosion, flood or
other calamity, whether or not covered by insurance, or from any labor dispute
or court or governmental action, order or decree, otherwise than as set forth or
contemplated in the Prospectuses; and, since the respective dates as of which
information is given in the Prospectuses, there has not been any reduction in
the consolidated stockholders' equity or change in the capital stock, as
applicable (other than reductions in the ordinary course of business consistent
with prior periods), material increase in the total amount of short-term debt
(excluding trade payables) and long-term debt of the Company or any of its
material subsidiaries (the "Subsidiaries") or any material adverse change, or
any development involving a prospective material adverse change, in or affecting
the general affairs, management, financial position, partners' equity,
shareholders' equity or results of operations of the Company and its


                                       7


subsidiaries, taken as a whole, otherwise than as set forth or contemplated in
the Prospectuses.

                  (d) (i) Each of the Subsidiaries that is a partnership has
been duly formed and is validly existing as a partnership in good standing under
the laws of its state of formation, with full power and authority (partnership
and other) to own its properties and conduct its business as described in the
Prospectuses, and has been duly qualified as a foreign partnership for the
transaction of business and is in good standing under the laws of each other
jurisdiction in which it owns or leases properties or conducts any business so
as to require such qualification, or is subject to no material liability or
disability by reason of the failure to be so qualified in any such jurisdiction
except where the failure to so qualify would not have a material adverse effect
on the business, general affairs, management, financial position, partners
equity or shareholders' equity (other than reductions in the ordinary course of
business consistent with prior periods), results of operations or prospects of
the Company and its subsidiaries, taken as a whole a ("Material Adverse
Effect"); and (ii) each of the Company and the Subsidiaries that are
corporations has been duly incorporated and is validly existing as a corporation
in good standing under the laws of its state of incorporation, with full power
and authority (corporate and other) to own its properties and conduct its
business as described in the Prospectuses, and has been duly qualified as a
foreign corporation for the transaction of business and is in good standing
under the laws of each other jurisdiction in which it owns or leases properties
or conducts any business so as to require such qualification, or is subject to
no material liability or disability by reason of the failure to be so qualified
in any such jurisdiction except where the failure to so qualify would not have a
Material Adverse Effect.

                  (e) The Company has all requisite corporate power and
authority to execute, deliver and perform its obligations under this Agreement,
the U.S. Underwriting Agreement and the Direct Offering Agreement and to
consummate the transactions contemplated hereby and thereby, including, without
limitation, the corporate power and authority to issue, sell and deliver the
Shares as provided herein.

                  (f) Each of this Agreement, the U.S. Underwriting Agreement
and the Direct Offering Agreement has been duly and validly authorized, executed
and delivered by the Company and is the legal, valid and binding agreement of
the Company, enforceable against the Company in accordance with its terms,
except insofar as indemnification and contribution provisions may be limited by
applicable law or public policy or equitable principles and subject to
applicable bankruptcy, insolvency, fraudulent conveyance, reorganization or
similar laws affecting the rights of creditors generally and subject to general
principles of equity.

                  (g) All the outstanding shares of capital stock of the Company
have been duly authorized and validly issued, are fully paid and nonassessable
and are free of any preemptive or similar rights; the Shares have been duly
authorized and, when issued and delivered to the U.S. Underwriters against
payment therefor in accordance with the terms hereof, will be validly issued,
fully paid and nonassessable and free of any preemptive or similar rights; and
the capital stock of the Company conforms to the description thereof in the
Registration Statement and the Prospectuses.

                                       8


                  (h) Each of the Company's Subsidiaries has the ownership or
authorized capitalizations, as the case may be, as set forth in the
Prospectuses, and all of the partnership interests of the Subsidiaries that are
partnerships and all of the issued shares of capital stock of its Subsidiaries
that are corporations have been duly and validly authorized and issued and with
respect to shares of capital stock are fully paid and nonassessable; and all of
the partnership interests of the Subsidiaries disclosed in the Prospectuses as
being owned directly or indirectly by the Company and all of the issued shares
of capital stock of the Subsidiaries that are corporations disclosed in the
Prospectuses as being owned directly or indirectly by the Company have been duly
and validly authorized and issued are fully paid and non-assessable and are
owned directly or indirectly by the Company free and clear of all liens,
encumbrances, equities or claims (other than liens to secure indebtedness under
credit facilities disclosed in the Prospectuses); and descriptions of the
ownership of the various interests and shares of the Company and its
Subsidiaries is as described in the Prospectuses are true and complete in all
material respects.

                  (i) Except as disclosed, contemplated or referenced in the
Prospectuses, there are not currently, and will not be as a result of the
transactions contemplated hereby, any material outstanding subscriptions,
rights, warrants, calls, commitments of sale or options to acquire, or
instruments convertible into or exchangeable for, any capital stock or other
equity interest of the Company or any Subsidiary.

                  (j) Other than as set forth in the Prospectuses (including
those matters referred to therein relating to general rulemakings and similar
matters relating generally to the cable television industry), there are no legal
or governmental proceedings pending to which the Company or any of its
Subsidiaries is a party or of which any property of the Company or any of its
Subsidiaries is the subject which, if determined adversely to the Company or any
of its Subsidiaries, would individually or in the aggregate have a Material
Adverse Effect and, to the best of the Company's knowledge, no such proceedings
are threatened or contemplated by governmental authorities or by others; and
except with respect to general rulemakings and similar matters relating
generally to the cable television industry, during the time the Systems (as
defined below) have been owned by the Company or a Subsidiary (i) there has been
no adverse judgment, order, or decree issued by the United States Federal
Communications Commission (the "FCC") relating to any of the Systems that has
not been disclosed in the Prospectuses that would be required to be disclosed in
the Prospectuses or the Registration Statement; (ii) there are no actions,
suits, proceedings, inquiries or investigations by the FCC pending or threatened
in writing against or affecting the Company, any of its Subsidiaries or any
System; and (iii) to the Company's knowledge, after due inquiry, there is no
reasonable basis for any such action, suit, proceeding or investigation.

                  (k) Except for matters covered by paragraph (x) below or with
respect to matters that would not individually or in the aggregate have a
Material Adverse Effect, (i) the Company and its Subsidiaries have made all
filings, recordings and registrations with, and possess all validations or
exemptions, approvals, orders, authorizations, consents, licenses, certificates
and permits from, the FCC, applicable public utilities and other federal, state
and local regulatory or governmental bodies and authorities or any subdivision
thereof, including, without limitation, cable television franchises, pole
attachment agreements, and cable antenna relay service, broadcast auxiliary,


                                       9


earth station, business radio, microwave or special safety radio service
licenses issued by the FCC (collectively, the "Authorizations") necessary or
appropriate to own, operate and construct the cable communication systems owned
by them (the "Systems") or otherwise for the operation of their businesses and
are not in violation thereof; (ii) all such Authorizations are in full force and
effect, and no event has occurred that permits, or after notice or lapse of time
could permit, the revocation, termination or modification of any Authorization
which is necessary or appropriate to own, operate and construct the Systems or
otherwise for the operation of any such business; (iii) none of the Company or
any of its Subsidiaries is in violation of any duty or obligation required by
the United States Communications Act of 1934, as amended (the "Communications
Act"), or any FCC rule or regulation applicable to the operation of any portion
of any of the Systems; (iv) none of the Company or any of its Subsidiaries is in
violation of any duty or obligation required by state or local laws, or local
rules or regulations applicable to the operation of any portion of any of the
Systems; (v) there is not pending or, to the best knowledge of the Company or
any of its Subsidiaries, threatened, any action by the FCC or state or local
regulatory authority to modify, revoke, cancel, suspend or refuse to renew any
Authorization; (vi) other than as described in the Prospectuses, there is not
now issued or outstanding or, to the best knowledge of the Company or any of its
Subsidiaries, threatened, any notice of any hearing, material violation or
material complaint against the Company or any of its Subsidiaries with respect
to the operation of any portion of the Systems and none of the Company or its
Subsidiaries has any knowledge that any person intends to contest renewal of any
material Authorization.

                  (l) (i) (A) The Company and its Subsidiaries have entered
into, or have rights under, all required programming agreements (including,
without limitation, all non-broadcast affiliation agreements under which the
Company and its Subsidiaries are accorded retransmission rights relating to
programming that the Systems provide to their customers) that are material to
the conduct of their business as described in the Prospectuses; and (B) all such
material agreements are in full force and effect and none of the Company, any of
its Subsidiaries or any of its affiliates has received any written notice of
revocation or material modifications of such material agreements; and (ii) (A)
either the Company or its Subsidiaries has entered into agreements with the
television stations that have notified the Company or its Subsidiaries that such
station's respective consent is required to carry such stations on the Systems
or has ceased carrying such stations; (B) all such agreements grant the Company
or one of its Subsidiaries retransmission consent in exchange for various
non-cash consideration; and (C) all such agreements are in full force and effect
and are not subject to revocation (except in the case of material breach by the
Company or its Subsidiaries) or material modifications, and no event has
occurred that permits, or after notice or lapse of time could permit, the
revocation, termination or material modification of any such agreement, except
where the failure of such agreements to be in full force and effect or such
revocation would not, in either case, individually or in the aggregate have a
Material Adverse Effect.

                  (m) Except for matters that would not individually or in the
aggregate have a Material Adverse Effect, (i) all registration statements and
all other documents (including but not limited to annual reports) required by
the FCC in connection with the operation of the Systems have been filed with the
FCC; (ii) all frequencies within the restricted aeronautical and navigational


                                       10


bands (i.e., 108-136 MHz and 225-400 MHz) which are currently being used in
connection with the operation of the Systems have been authorized for such use
by the FCC; (iii) each of the Systems subject to Equal Employment Opportunity
Commission ("EEO") compliance certification by the FCC has been certified by the
FCC for annual EEO compliance during the time such Systems have been owned by
the Company or its Subsidiaries; and (iv) all towers associated with the Systems
are in compliance with the rules and regulations of the United States Federal
Aviation Administration.

                  (n) Except for matters that would not individually or in the
aggregate have a Material Adverse Effect, none of the Company or any of its
Subsidiaries is in breach or violation of, or in default under, any of the
terms, conditions or provisions of the Communications Act or the rules,
regulations or policies of the FCC thereunder.

                  (o) (i) Except for matters that would not individually or in
the aggregate have a Material Adverse Effect, all statements of accounts and any
other filings that are required under Section 111 of the United States Copyright
Act of 1976, as amended, in connection with the retransmission of any broadcast
television and radio signals on the Systems have been timely filed with the
United States Copyright Office and indicated royalty payments have been made for
each System for each accounting period during which such Systems have been owned
by the Company or its Subsidiaries; (ii) none of the Company, any of its
Subsidiaries or any System has received any inquiry or request from the United
States Copyright Office or from any other party challenging or questioning any
such statements of account or royalty payments; and (iii) no claim of copyright
infringement has been made or threatened in writing against the Company, any of
its Subsidiaries or any System.

                  (p) Neither the execution and delivery of this Agreement, the
U.S. Underwriting Agreement or the Direct Offering Agreement, nor the
consummation of the transactions contemplated hereby and thereby or by the
Prospectuses under "Use of Proceeds," nor compliance with the terms, conditions
and provisions hereof and thereof by the Company, will conflict with the
Communications Act or the rules, regulations or policies of the FCC thereunder,
or will cause any suspension, revocation, impairment, forfeiture, nonrenewal or
termination of any material license, permit, franchise, certificate, consent,
authorization, designation, declaration, filing, registration or qualification.

                  (q) Neither the execution and delivery of this Agreement, the
U.S. Underwriting Agreement or the Direct Offering Agreement nor the
consummation of the transactions contemplated hereby or thereby nor compliance
with the terms, conditions and provisions hereof and thereof by the Company,
requires any license, permit, franchise, certificate, consent, authorization,
designation, declaration, filing, registration or qualification by or with the
FCC.

                  (r) None of the Company or its the Subsidiaries is and, after
giving effect to the transactions contemplated hereby will be (A) in violation
of its charter, bylaws, partnership agreement or operating agreement, as
applicable, (B) in default in the performance of any bond, debenture, note,
indenture, mortgage, deed of trust or other agreement or instrument to which it
is a party or by which it is bound or to which any of its properties is subject,
or (C) in violation of any local, state or Federal law, statute, ordinance,
rule, regulation, requirement, judgment or court decree (including, without


                                       11


limitation, the Communications Act and the rules and regulations of the FCC and
environmental laws, statutes, ordinances, rules, regulations, judgments or court
decrees) applicable to the Company or any Subsidiary or any of their respective
assets or properties (whether owned or leased) other than, in the case of
clauses (B) and (C), any default or violation that could not reasonably be
expected to have a Material Adverse Effect. There exists no condition that, with
notice, the passage of time or otherwise, would constitute a default under any
such document or instrument that could reasonably be expected to have a Material
Adverse Effect.

                  (s) Neither the issuance and sale of the Underwritten Shares
and the Direct Offering Shares, the execution, delivery or performance by the
Company of this Agreement, the U.S. Underwriting Agreement or the Direct
Offering Agreement by the Company, or the consummation by the Company of the
transactions contemplated hereby and thereby violate, conflict with or
constitute a breach of any of the terms or provisions of, or a default under (or
an event that with notice or the lapse of time, or both, would constitute a
default), or require consent under, or result in the imposition of a lien or
encumbrance on any properties of the Company or any Subsidiary or an
acceleration of any indebtedness of the Company, any Subsidiary pursuant to, (i)
the charter or bylaws of the Company or any Subsidiary or the partnership
agreement or operating agreement governing any of their material joint ventures,
(ii) any bond, debenture, note, indenture, mortgage, deed of trust or other
agreement or instrument to which the Company, any Subsidiary or any of their
material joint ventures is a party or by which any of them or their property is
or may be bound, (iii) any local, state or Federal law, statute, ordinance,
rule, regulation or requirement (including, without limitation, the
Communications Act and the rules and regulations of the FCC and environmental
laws, statutes, ordinances, rules or regulations) applicable to the Company, any
Subsidiary, any of their material joint ventures or any of their respective
assets or properties or (iv) any judgment, order or decree of any court or
governmental agency or authority having jurisdiction over the Company, the
Subsidiaries, any of their material joint ventures or any of their assets or
properties, except in the case of clauses (ii), (iii) and (iv) for such
violations conflicts, breaches, defaults, consents, impositions of liens or
accelerations that would not singly, or in the aggregate, have a Material
Adverse Effect. Other than as described in the Prospectuses, no consent,
approval, authorization or order of, or filing, registration, qualification,
license or permit of or with, (A) any court or governmental agency, body or
administrative agency (including, without limitation, the FCC) or (B) any other
person is required for (1) the execution, delivery and performance by the
Company of this Agreement, the U.S. Underwriting Agreement or the Direct
Offering Agreement or (2) the issuance and sale of the Underwritten Shares and
the Direct Offering Shares and the transactions contemplated hereby and thereby,
except (x) such as have been obtained and made under the Act and state
securities or Blue Sky laws and regulations or such as may be required by the
NASD or (y) where the failure to obtain any such consent, approval,
authorization or order of, or filing registration, qualification, license or
permit would not reasonably be expected to result in a Material Adverse Effect.

                  (t) The accountants who have certified or shall certify the
financial statements included in the Registration Statement and the Prospectuses
are independent public accountants as required by the Act. The historical
financial statements of the Company and each of the Subsidiaries comply as to
form in all material respects with the requirements applicable to registration


                                       12


statements on Form S-3 under the Act and present fairly in all material respects
the financial position and results of operations of the Company and each of its
Subsidiaries, at the respective dates and for the respective periods indicated.
Such financial statements have been prepared in accordance with generally
accepted accounting principles applied on a consistent basis throughout the
periods presented. The other financial information and data included in the
Registration Statement and Prospectuses, historical and pro forma, are
accurately presented in all material respects and prepared on a basis consistent
with the financial statements, historical and pro forma, included in the
Prospectuses and the books and records of the Company and each of its
Subsidiaries. The statistical information and data included in the Prospectuses
are accurately presented in all material respects.

                  (u) The financial statements, together with related schedules
and notes, included in the Registration Statement and the Prospectuses, present
fairly the consolidated financial position, results of operations and changes in
financial position of the Company and the Subsidiaries on the basis stated in
the Registration Statement 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 included
in the Registration Statement and the Prospectuses are accurately presented and
prepared on a basis consistent with such financial statements and the books and
records of the Company and the Subsidiaries.

                  (v) The Company has not distributed and, prior to the later to
occur of (i) the Closing Date and (ii) completion of the distribution of the
Shares, will not distribute any offering material in connection with the
offering and sale of the Shares other than the Registration Statement, the
Prepricing Prospectuses, the Prospectuses or other materials, if any, permitted
by the Act.

                  (w) There is (i) no unfair labor practice complaint pending
against the Company or any Subsidiary or threatened, before the National Labor
Relations Board, any state or local labor relations board or any foreign labor
relations board, and no significant grievance or significant arbitration
proceeding arising out of or under any collective bargaining agreement is so
pending or threatened against the Company or any Subsidiary, (ii) no significant
strike, labor dispute, slowdown or stoppage pending against the Company or any
Subsidiary or threatened against the Company or any Subsidiary and (iii) no
union representation question existing with respect to the employees of the
Company or any Subsidiary that, in the case of clauses (i), (ii) or (iii), could
reasonably be expected to result in a Material Adverse Effect. To the best of
the Company's knowledge, no collective bargaining organizing activities are
taking place with respect to the Company or the Subsidiaries. None of the
Company or any Subsidiary has violated (A) any federal, state or local law or
foreign law relating to discrimination in hiring, promotion or pay of employees,
(B) any applicable wage or hour laws or (C) any provision of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), or the rules and
regulations thereunder, which in the case of clause (A), (B) or (C) above could
reasonably be expected to result in a Material Adverse Effect.

                                       13


                  (x) None of the Company or any Subsidiary has violated any
environmental, safety or similar law or regulation applicable to it or its
business or property relating to the protection of human health and safety, the
environment or hazardous or toxic substances or wastes, pollutants or
contaminants ("Environmental Laws"), lacks any permit, license or other approval
required of it under applicable Environmental Laws is violating any term or
condition of such permit, license or approval which could reasonably be expected
to, either individually or in the aggregate, have a Material Adverse Effect.

                  (y) Each of the Company and the Subsidiaries has (i) good and
marketable title to all of the properties and assets described in the
Prospectuses as owned by it, free and clear of all liens, charges, encumbrances
and restrictions, except such as are described in the Prospectuses or as would
not have a Material Adverse Effect and (ii) peaceful and undisturbed possession
under all leases to which any of them is a party as lessee. All leases to which
the Company and the Subsidiaries are a party are valid and binding and no
default by the Company or any Subsidiary has occurred and is continuing
thereunder and no defaults by the landlord are existing under any such lease
that could reasonably be expected to result in a Material Adverse Effect.

                  (z) Each of the Company and the Subsidiaries owns, possesses
or has the right to employ all patents, patent rights, licenses (including all
FCC, state, local or other jurisdictional regulatory licenses), inventions,
copyrights, know-how (including trade secrets and other unpatented and/or
unpatentable proprietary or confidential information, software, systems or
procedures), trademarks, service marks and trade names, inventions, computer
programs, technical data and information (collectively, the "Intellectual
Property") presently employed by the Company and its Subsidiaries in connection
with the businesses now operated by it or which are proposed to be operated by
the Company or its Subsidiaries free and clear of and without violating any
right, claimed right, charge, encumbrance, pledge, security interest,
restriction or lien of any kind of any other person and none of the Company and
any Subsidiary has received any notice of infringement of or conflict with
asserted rights of others with respect to any of the foregoing except as
described in the Prospectuses as could not reasonably be expected to have a
Material Adverse Effect. The use of the Intellectual Property in connection with
the business and operations of the Company and the Subsidiaries does not
infringe on the rights of any person, except as would not have a Material
Adverse Effect.

                  (aa) None of the Company, any Subsidiary, or any of their
respective officers, directors, partners, employees, agents or affiliates or any
other person acting on behalf of the Company or any Subsidiary, as the case may
be, has, directly or indirectly, given or agreed to give any money, gift or
similar benefit (other than legal price concessions to customers in the ordinary
course of business) to any customer, supplier, employee or agent of a customer
or supplier, official or employee of any governmental agency (domestic or
foreign), instrumentality of any government (domestic or foreign) or any
political party or candidate for office (domestic or foreign) or other person
who was, is or may be in a position to help or hinder the business of the
Company or any Subsidiary (or assist the Company or any Subsidiary in connection
with any actual or proposed transaction) which (i) might subject the Company or
any Subsidiary, or any other individual or entity to any damage or penalty in
any civil, criminal or governmental litigation or proceeding (domestic or
foreign), (ii) if not given in the past, could reasonably be expected to have


                                       14


had a Material Adverse Effect on the assets, business or operations of the
Company or any Subsidiary or (iii) if not continued in the future, could
reasonably be expected to have a Material Adverse Effect.

                  (bb) All tax returns required to be filed by the Company and
each of the Subsidiaries in all jurisdictions have been so filed. All taxes,
including withholding taxes, penalties and interest, assessments, fees and other
charges due or claimed to be due from such entities or that are due and payable
have been paid, other than those being contested in good faith and for which
adequate reserves have been provided or those currently payable without penalty
or interest. There are no proposed additional tax assessments against the
Company, any Subsidiary, or the assets or property of the Company or any
Subsidiary.

                  (cc) None of the Company or the Subsidiaries is now, and after
sale of the Underwritten Shares and the Direct Offering Shares to be sold by the
Company and application of the net proceeds from such sale as described in the
Prospectuses under the caption "Use of Proceeds" will not be (i) an "investment
company" or a company "controlled" by an "investment company" within the meaning
of the Investment Company Act of 1940, as amended (the "Investment Company
Act"), or (ii) a "registered holding company" or a "subsidiary company" or an
"affiliate" of a registered holding company within the meaning of the Public
Utility Holding Company Act of 1935, as amended (the "PUC Act").

                  (dd) Except as disclosed in the Prospectuses, there are no
holders of securities of the Company or the Subsidiaries who, by reason of the
filing of the Registration Statement or consummation of the transactions
contemplated by this Agreement, the U.S. Underwriting Agreement or the Direct
Offering Agreement, have the right to request or demand that the Company, any of
the Subsidiaries or any of their joint ventures register any of its securities
(including, without limitation, Class A Common Stock and Class B Common Stock)
under the Act. Except as described in the Prospectuses, no such rights with
respect to any shares of Class A Common Stock have been exercised as of the date
hereof.

                  (ee) Each of the Company and the Subsidiaries maintains a
system of internal accounting controls sufficient to provide reasonable
assurance that: (i) transactions are executed in accordance with management's
general or specific authorizations; (ii) transactions are recorded as necessary
to permit preparation of financial statements in conformity with generally
accepted accounting principles and to maintain accountability for assets; (iii)
access to assets is permitted only in accordance with management's general or
specific authorization and (iv) the recorded accountability for assets is
compared with the existing assets at reasonable intervals and appropriate action
is taken with respect thereto.

                  (ff) Each of the Company and the Subsidiaries maintains
insurance covering its properties, operations, personnel and businesses. Such
insurance insures against such losses and risks as are adequate in accordance
with customary industry practice to protect the Company and the Subsidiaries and
their respective businesses. None of the Company or any Subsidiary has received
notice from any insurer or agent of such insurer that substantial capital
improvements or other expenditures will have to be made in order to continue
such insurance. All such insurance is outstanding and duly in force on the date
hereof.

                                       15


                  (gg) None of the Company or any of the Subsidiaries has (i)
taken, directly or indirectly, any action designed to, or that might reasonably
be expected to, cause or result in stabilization or manipulation of the price of
any security of the Company to facilitate the sale or resale of the Underwritten
Shares, (ii) since the date of the Prospectuses, (A) sold, bid for, purchased or
paid any person any compensation for soliciting purchases of the Common Stock or
(B) paid or agreed to pay to any person any compensation for soliciting another
to purchase any other securities of the Company.

                  (hh) The execution and delivery of this Agreement, the U.S.
Underwriting Agreement and the Direct Offering Agreement and the issuance and
sale of the Underwritten Shares and the Direct Offering Shares will not involve
any prohibited transaction within the meaning of Section 406 of ERISA or Section
4975 of the Internal Revenue Code of 1986, as amended.

                  (ii) None of (A) the execution, delivery and performance of
this Agreement, the U.S. Underwriting Agreement or the Direct Offering
Agreement, (B) the issuance and sale of the Underwritten Shares and the Direct
Offering Shares, (C) the application of the proceeds from the issuance and sale
of the Underwritten Shares and the Direct Offering Shares or (D) the
consummation of the transactions contemplated in connection with any of the
foregoing as set forth in the Prospectuses, will violate Regulations T, U or X
promulgated by the Board of Governors of the Federal Reserve System or analogous
foreign laws and regulations.

                  (jj) Except pursuant to this Agreement, there are no
contracts, agreements or understandings between the Company, any of its
Subsidiaries or any of their joint ventures and any other person that would give
rise to a valid claim against the Company or any of the U.S. Underwriters for a
brokerage commission, finder's fee or like payment in connection with the
issuance, purchase and sale of the Shares.

                  (kk) During the past twenty-four months, the Company has filed
in a timely manner each document or report required to be filed by it pursuant
to the Exchange Act and the rules and regulations thereunder; each such document
or report at the time it was filed conformed to the requirements of the Exchange
Act and the rules and regulations thereunder; and none or such documents or
reports contained an untrue statement of any material fact or omitted to state
any material fact required to be stated therein or necessary to make the
statements therein not misleading.

                  (ll) Each of the Company and the Subsidiaries has complied
with all provisions of Section 517.075, Florida Statutes, relating to doing
business with the Government of Cuba or with any affiliate located in Cuba.

                  (mm) Except as disclosed in the Prospectuses, there are no
business relationships or related party transactions required to be disclosed
therein pursuant to Item 404 of Regulation S-K of the Commission.

                  The Company acknowledges that the U.S. Underwriters and, for
purposes of the opinions to be delivered to the U.S. Underwriters pursuant to
Section 8(e), (f), (g) and (k) hereof, counsel to the Company and counsel to the


                                       16


U.S. Underwriters, will rely upon the accuracy and truth of the foregoing
representations and hereby consents to such reliance.

         7.         Indemnifacation and Contribution

                  (a) The Company agrees to indemnify and hold harmless each of
you and each other Manager and each person, if any, who controls any Manager
within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act
from and against any and all losses, claims, damages, liabilities and expenses
(including reasonable costs of investigation) arising out of or based upon any
untrue statement or alleged untrue statement of a material fact contained in any
International Prepricing Prospectus or in the Registration Statement or the
International Prospectus or in any amendment or supplement thereto, or arising
out of or based upon 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 expenses arise out of or are based upon any untrue statement or
omission or alleged untrue statement or omission which has been made therein or
omitted therefrom in reliance upon and in conformity with the information
relating to such Manager furnished in writing to the Company by any Manager
through the Lead Managers expressly for use in connection therewith; provided,
however, that the indemnification contained in this paragraph (a) with respect
to any International Prepricing Prospectus shall not inure to the benefit of any
Manager (or to the benefit of any person controlling such Manager) on account of
any such loss, claim, damage, liability or expense arising from the sale of the
Shares by such Manager to any person if a copy of the International Prospectus
shall not have been delivered or sent to such person within the time required by
the Act and the regulations thereunder, and the untrue statement or alleged
untrue statement or omission or alleged omission of a material fact contained in
such International Prepricing Prospectus was corrected in the International
Prospectus, provided that the Company has delivered the International Prospectus
to the several Managers in requisite quantity on a timely basis to permit such
delivery or sending. The foregoing indemnity agreement shall be in addition to
any liability which the Company may otherwise have.

                  (b) If any action, suit or proceeding shall be brought against
any Manager or any person controlling any Manager in respect of which indemnity
may be sought against the Company, such Manager or such controlling person shall
promptly notify the Company, and the Company shall assume the defense thereof,
including the employment of counsel and payment of all fees and expenses. Such
Manager or any such controlling person shall have the right to employ separate
counsel in any such action, suit or proceeding and to participate in the defense
thereof, but the fees and expenses of such counsel shall be at the expense of
such Manager or such controlling person unless (i) the Company has agreed in
writing to pay such fees and expenses, (ii) the Company has failed to assume the
defense and employ counsel, or (iii) the named parties to any such action, suit
or proceeding (including any impleaded parties) include both such Manager or
such controlling person, and the Company and such Manager or such controlling
person shall have been advised by its counsel that representation of such
indemnified party and the Company by the same counsel would be inappropriate
under applicable standards of professional conduct (whether or not such
representation by the same counsel has been proposed) due to actual or potential
differing interests between them (in which case the Company shall not have the
right to assume the defense of such action, suit or proceeding on behalf of such
Manager or such controlling person). It is understood, however, that the Company
shall, in connection with any one such action, suit or proceeding or separate


                                       17


but substantially similar or related actions, suits or proceedings in the same
jurisdiction arising out of the same general allegations or circumstances, be
liable for the reasonable fees and expenses of only one separate firm of
attorneys (in addition to any local counsel) at any time for all such Managers
and controlling persons not having actual or potential differing interests with
you or among themselves, which firm shall be designated in writing by Smith
Barney Inc., and that all such fees and expenses shall be reimbursed as they are
incurred. The Company shall not be liable for any settlement of any such action,
suit or proceeding effected without its written consent, but if settled with
such written consent, or if there be a final judgment for the plaintiff in any
such action, suit or proceeding, the Company agrees to indemnify and hold
harmless any Manager, to the extent provided in the preceding paragraph, and any
such controlling person from and against any loss, claim, damage, liability or
expense by reason of such settlement or judgment.

                  (c) Each Manager agrees, severally and not jointly, to
indemnify and hold harmless the Company, its directors, its officers who sign
the Registration Statement, and any person who controls the Company within the
meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, to the
same extent as the foregoing indemnity from the Company to each Manager, but
only with respect to information relating to such Manager furnished in writing
by or on behalf of such Manager through the Lead Managers expressly for use in
the Registration Statement, the International Prospectus or any International
Prepricing Prospectus, or any amendment or supplement thereto. If any action,
suit or proceeding shall be brought against the Company, any of its directors,
any such officer, or any such controlling person based on the Registration
Statement, the International Prospectus or any International Prepricing
Prospectus, or any amendment or supplement thereto, and in respect of which
indemnity may be sought against any Manager pursuant to this paragraph (c), such
Manager shall have the rights and duties given to the Company by paragraph (b)
above (except that if the Company shall have assumed the defense thereof such
Manager shall not be required to do so, but may employ separate counsel therein
and participate in the defense thereof, but the fees and expenses of such
counsel shall be at such Manager's expense), and the Company, its directors, any
such officer, and any such controlling person shall have the rights and duties
given to the Managers by paragraph (b) above. The foregoing indemnity agreement
shall be in addition to any liability which the Managers may otherwise have.

                  (d) If the indemnification provided for in this Section 7 is
unavailable to an indemnified party under paragraphs (a) or (c) hereof in
respect of any losses, claims, damages, liabilities or expenses referred to
therein, then an 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 or expenses (i) in such
proportion as is appropriate to reflect the relative benefits received by the
Company on the one hand and the Managers on the other hand from the offering of
the Shares, or (ii) if the allocation provided by clause (i) above is not
permitted by applicable law, in such proportion as is appropriate to reflect not
only the relative benefits referred to in clause (i) above but also the relative
fault of the Company on the one hand and the Managers on the other in connection
with the statements or omissions that resulted in such losses, claims, damages,
liabilities or expenses, as well as any other relevant equitable considerations.
The relative benefits received by the Company on the one hand and the Managers


                                       18


on the other shall be deemed to be in the same proportion as the total net
proceeds from the offering (before deducting expenses) received by the Company
bear to the total underwriting discounts and commissions received by the
Managers, in each case as set forth in the table on the cover page of the
International Prospectus. The relative fault of the Company on the one hand and
the Managers 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 by the Managers on the other hand and
the parties' relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission.

                  (e) The Company and the Managers agree that it would not be
just and equitable if contribution pursuant to this Section 7 were determined by
a pro rata allocation (even if the Managers were treated as one entity for such
purpose) or by any other method of allocation that does not take account of the
equitable considerations referred to in paragraph (d) above. The amount paid or
payable by an indemnified party as a result of the losses, claims, damages,
liabilities and expenses referred to in paragraph (d) above shall be deemed to
include, subject to the limitations set forth above, any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating
any claim or defending any such action, suit or proceeding. Notwithstanding the
provisions of this Section 7, no Manager shall be required to contribute any
amount in excess of the amount by which the total price of the Shares
underwritten by it and distributed to the public exceeds the amount of any
damages which such Manager 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 Managers' obligations to contribute
pursuant to this Section 7 are several in proportion to the respective numbers
of Shares set forth opposite their names in Schedule I hereto (or such numbers
of Shares increased as set forth in Section 10 hereof) and not joint.

                  (f) No indemnifying party shall, without the prior written
consent of the indemnified party, effect any settlement of any pending or
threatened action, suit or proceeding in respect of which any indemnified party
is or could have been a party and indemnity could have been sought hereunder by
such indemnified party, unless such settlement includes an unconditional release
of such indemnified party from all liability on claims that are the subject
matter of such action, suit or proceeding.

                  (g) Any losses, claims, damages, liabilities or expenses for
which an indemnified party is entitled to indemnification or contribution under
this Section 7 shall be paid by the indemnifying party to the indemnified party
as such losses, claims, damages, liabilities or expenses are incurred. The
indemnity and contribution agreements contained in this Section 7 and the
representations and warranties of the Company set forth in this Agreement shall
remain operative and in full force and effect, regardless of (i) any
investigation made by or on behalf of any Manager or any person controlling any
Manager, the Company, its directors or officers, or any person controlling the
Company, (ii) acceptance of any Shares and payment therefor hereunder, and (iii)
any termination of this Agreement. A successor to any Manager or any person


                                       19


controlling any Manager, or to the Company, its directors or officers, or any
person controlling the Company, shall be entitled to the benefits of the
indemnity, contribution, and reimbursement agreements contained in this Section
7.

         8. Conditions of Managers' Obligations. The several obligations of the
Managers to purchase the Shares hereunder are subject to the following
conditions:

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

                  (b) If, at the time this Agreement is executed and delivered,
it is necessary for the Registration Statement or a post-effective amendment
thereto (including pursuant to Rule 462(b)) to be declared effective before the
offering of the Shares may commence, the Registration Statement or such
post-effective amendment shall have become effective not later than 5:30 P.M.,
New York City time, on the date hereof, or at such later date and time as shall
be consented to in writing by you, and all filings, if any, required by Rules
424 and 430A under the Act shall have been timely made; no stop order suspending
the effectiveness of the Registration Statement shall have been issued and no
proceeding for that purpose shall have been instituted or, to the knowledge of
the Company or any Manager, threatened by the Commission, and any request of the
Commission for additional information (to be included in the Registration
Statement or the Prospectuses or otherwise) shall have been complied with to
your satisfaction.

                  (c) Subsequent to the effective date of this Agreement, there
shall not have occurred (i) any change, or any development involving a
prospective change, that would have a Material Adverse Effect on the Company and
the Subsidiaries, taken as a whole, not contemplated by the Prospectuses, which
in your opinion, as Lead Managers for the several Managers, would materially
adversely affect the market for the Shares, or (ii) any event or development
relating to or involving the Company, the Subsidiaries, or any officer or
director of the Company or the Subsidiaries which makes any statement made in
the Prospectuses untrue or which, in the opinion of the Company and its counsel
or the Managers and their counsel, requires the making of any addition to or
change in the Prospectuses in order to state a material fact required by the Act
or any other law to be stated therein or necessary in order to make the
statements therein not misleading, if amending or supplementing the Prospectuses
to reflect such event or development would, in your opinion, as Lead Managers
for the several Managers, materially adversely affect the market for the Shares.

                  (d) You shall have received a certificate, dated the Closing
Date, signed on behalf of the Company by any two officers (for the purpose of
this subsections (d) "officer" shall mean the Chairman of the Board, the
President, any Vice President, the Chief Financial Officer, the Treasurer, the
Secretary or Assistant Secretary), in form and substance reasonably satisfactory
to you, confirming, as of the Closing Date, the matters set forth in paragraphs
(a), (b), and (c) of this Section 8, certain incumbency matters and that, as of
the Closing Date, the obligations of the Company to be performed hereunder on or
prior thereto have been duly performed.

                                       20


                  (e) You shall have received on the Closing Date, an opinion,
dated the Closing Date, in form and substance satisfactory to you, of Buchanan
Ingersoll Professional Corporation, counsel for the Company, to the effect that:

                         (i) The Company has been duly incorporated and is
         validly existing as a corporation in good standing under the laws of
         the state of its formation, with full corporate power and authority to
         own its properties and conduct its business as described in the
         Prospectuses.

                         (ii) This Agreement, the U.S. Underwriting Agreement
         and the Direct Offering Agreement have been duly authorized, executed
         and delivered by the Company.

                         (iii) All of the outstanding shares of capital stock of
         the Company have been duly authorized, validly issued, and are fully
         paid and nonassessable and were not issued in violation of any
         preemptive or similar rights. The outstanding shares of capital stock
         of the Company are as set forth in the Prospectuses under the caption
         "Capitalization." The authorized capital stock of the Company conforms
         in all material respects as to legal matters to the description thereof
         contained in the Prospectuses under the caption "Description of Capital
         Stock."

                         (iv) The Underwritten Shares to be issued and sold to
         the U.S. Underwriters and Managers by the Company under the U.S.
         Underwriting Agreement and the International Underwriting Agreement
         have been duly authorized and when issued and delivered to the U.S.
         Underwriters and Managers against payment therefor in accordance with
         the terms of the U.S. Underwriting Agreement and the International
         Underwriting Agreement, will be validly issued, fully paid and
         nonassessable and free of any (A) preemptive rights or (B) to the best
         knowledge of such counsel after reasonable inquiry, similar rights that
         entitle or will entitle any person to acquire any Class A Common Stock
         upon the issuance thereof by the Company, other than as described in
         the Prospectuses.

                         (v) The Direct Offering Shares have been duly
         authorized and when issued and delivered against payment therefor in
         accordance with the terms of the Direct Offering Agreement, will be
         validly issued, fully paid and nonassessable and free of (A) preemptive
         rights or (B) to the best knowledge of such counsel after reasonable
         inquiry, similar rights that entitle or will entitle any person to
         acquire any shares of Class A Common Stock upon the issuance thereof by
         the Company, other than as described in the Prospectuses.

                         (vi) The form of certificates for the Underwritten
         Shares and Direct Offering Shares conforms to the requirements of the
         Nasdaq National Market and the Delaware General Corporation Law.

                         (vii) The Registration Statement and all post-effective
         amendments, if any, have become effective under the Act and, to the
         best knowledge of such counsel after reasonable inquiry, no stop order
         suspending the effectiveness of the Registration Statement has been
         issued and no proceedings for that purpose are pending before or


                                       21


         contemplated by the Commission; and any required filing of the
         Prospectuses pursuant to Rule 424(b) has been made in accordance with
         Rule 424(b).

                         (viii) The Company has the corporate power and
         authority to enter into this Agreement, the International Underwriting
         Agreement and the Direct Offering Agreement and to issue, sell and
         deliver the Underwritten Shares and the Direct Offering Shares as
         provided therein, and each of the U.S. Underwriting Agreement, the
         International Underwriting Agreement and the Direct Offering Agreement
         have been duly authorized, executed and delivered by the Company and is
         a legal, valid and binding agreement of the Company, enforceable
         against the Company in accordance with its terms, except that (A) such
         enforceability may be limited by bankruptcy, insolvency, fraudulent
         conveyance, reorganization, moratorium (whether general or specific) or
         other similar laws now or hereafter in effect relating to or affecting
         creditors' rights generally, (B) such enforceability may be limited by
         the effects of general principles of equity and by the discretion of
         the court before which any proceeding therefor may be brought (whether
         such proceeding is at law or in equity or in a bankruptcy proceeding)
         and (C) rights to contribution or indemnification may be limited by the
         laws, rules or regulations of any governmental authority or agency
         thereof or public policy and (D) waivers as to usury, stay or extension
         laws may be unenforceable.

                         (ix) The Registration Statement and the Prospectuses,
         as of their dates (except for the financial statements, including the
         notes thereto, and supporting schedules and other financial,
         statistical and accounting data included therein or omitted therefrom,
         as to which no opinion is expressed), and each amendment or supplement
         thereto, as of its date, comply as to form in all material respects
         with the Act.

                         (x) Neither the issuance, sale or delivery of the
         Underwritten Shares and the Direct Offering Shares, nor the execution,
         delivery or performance of the U.S. Underwriting Agreement, the
         International Underwriting Agreement or the Direct Offering Agreement,
         or compliance by the Company with all provisions of the U.S.
         Underwriting Agreement, the International Underwriting Agreement and
         the Direct Offering Agreement, nor consummation by the Company of the
         transactions contemplated hereby or by the International Underwriting
         Agreement or the Direct Offering Agreement violates, conflicts with or
         constitutes a breach of any of the terms or provisions of, or a default
         under (or an event that with notice or the lapse of time, or both,
         would constitute a default), or require consent under, or result in the
         imposition of a lien or encumbrance on any properties of the Company or
         any Subsidiary, or an acceleration of any indebtedness of the Company
         or any Subsidiary pursuant to, (i) the charter or bylaws of the Company
         or (ii) any judgment, order or decree of any court or governmental
         agency or authority having jurisdiction over the Company or its assets
         or properties known to such counsel, except in the case of clause (ii)
         for such violations, conflicts, breaches, defaults, consents,
         impositions of liens or accelerations that (x) would not, singly or in
         the aggregate, have a Material Adverse Effect or (y) are disclosed in
         the Prospectuses.

                         (xi) None of the Company, its Subsidiaries is (i) an
         "investment company" or a company "controlled" by an "investment


                                       22


         company" within the meaning of the Investment Company Act or (ii) a
         "registered holding company" or a "subsidiary company" or an
         "affiliate" of a registered holding company within the meaning of the
         PUC Act .

                         (xii) Except as set forth in the Prospectuses, there
         are no holders of securities of the Company who, by reason of the
         execution by the Company of the U.S. Underwriting Agreement, this
         Agreement or the Direct Offering Agreement or the consummation by the
         Company of the transactions contemplated thereby, have the right to
         request or demand that the Company register under the Act securities
         held by them.

                         (xiii) None of (A) the execution, delivery and
         performance of the U.S. Underwriting Agreement, this Agreement and the
         Direct Offering Agreement or (B) the issuance and sale of the
         Underwritten Shares and the Direct Offering Shares and the application
         of the proceeds from the issuance and sale of the Underwritten Shares
         and the Direct Offering Shares will violate Regulations T, U or X
         promulgated by the Board of Governors of the Federal Reserve System.

                         (xiv) To the knowledge of such counsel, there is (i) no
         action, suit, investigation or proceeding before or by any court,
         arbitrator or governmental agency, body or official, domestic or
         foreign, now pending, or threatened or contemplated to which any of the
         Company or any Subsidiary is or may be a party or to which the business
         or property of any of the Company or any Subsidiary is or may be
         subject, (ii) no statute, rule, regulation or order that has been
         enacted, adopted or issued by any governmental agency, or (iii) no
         injunction, restraining order or order of any nature by a federal or
         state court of competent jurisdiction to which any of the Company or
         any Subsidiary is or may be subject has been issued that, in the case
         of clauses (i), (ii) and (iii) above, (x) is required to be disclosed
         in the Prospectuses and that is not so disclosed and, (y) could
         reasonably be expected to have, either individually or in the
         aggregate, a Material Adverse Effect, it being understood that for
         purposes of this opinion, such counsel need express no opinion with
         respect to (i) actions, suits investigation or proceedings before the
         FCC or any similar state or local regulatory commission or body, (ii)
         statutes, rules, regulations or orders by any FCC or any similar state
         or local regulatory commission or (iii) injunctions, restraining orders
         or other orders by the FCC or any similar state or local regulatory
         commission or body.

                         (xv) The statements set forth in the Prospectuses under
         the caption "Risk Factors -- Shares Eligible for Future Sale,"
         "Management's Discussion and Analysis of Financial Condition and
         Results of Operations --Financing Transactions," insofar as they
         purport to describe the Company's Capital Stock or the debt instruments
         referred to therein are, when taken together with the other information
         included in the Prospectuses, accurate in all material respects.

                  In addition, such counsel shall also state that, during the
course of the preparation of the Registration Statement and Prospectuses, such
counsel participated in conferences with officers and other representatives of
the Company, representatives of the certified public accountants of the Company,
your representatives and your counsel, at which conferences the contents of the


                                       23


Prospectuses and related matters were generally discussed and, although such
counsel has not undertaken, except as otherwise indicated in our opinion, to
determine independently, and such counsel is not passing upon and do not assume
any responsibility for the accuracy, completeness or fairness of the statements
contained in the Registration Statement and have not made an independent
investigation of facts for the purpose of rendering this opinion, such counsel
advises you that, on the basis of the foregoing (relying as to materiality to
the extent we deemed appropriate upon the statements of officers and other
representatives of the Company), no facts have come to our attention which lead
us to believe that the Registration Statement at the time it became effective,
or the Prospectuses, as of their respective dates and as of the Closing Date,
contained any untrue statement of a material fact or omitted to state any
material fact required to be stated in the Prospectuses or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading. Such counsel expresses no opinion as to financial statements
(including the schedules and notes thereto) or any other financial or
statistical data or calculations directly or indirectly contained or referenced
to in, or related to, or omitted from, the Prospectuses.

                  The opinion of such counsel may be limited to the laws of the
State of New York, the General Corporation Law of the State of Delaware, the
Commonwealth of Pennsylvania and the federal laws of the United States.

                  (f) You shall have received on the Closing Date, an opinion,
dated the Closing Date, in form and substance satisfactory to you, of Randall D.
Fisher, Esq., General Counsel of the Company, to the effect that:

                         (i) Except as set forth in the Prospectuses, each of
         the Company and its Subsidiaries has all of the licenses, permits,
         franchises and authorizations, if any, required by the relevant
         governmental authorities of each of New York, Virginia, Pennsylvania,
         Ohio, New Jersey, Massachusetts, New Hampshire, Vermont, Michigan and
         Connecticut and/or its political subdivisions for the provision of
         cable television service (as such counsel understands service to be
         provided which may be based on a certificate of an officer of the
         Company, provided that such counsel shall state that they believe that
         both you and he are justified in relying on such certificate), where
         the failure to obtain or hold such license, permit, franchise or
         authorization would have a Material Adverse Effect.

                         (ii) To the best of such counsel's knowledge after due
         inquiry, each of the Company and its Subsidiaries has made all filings,
         reports, applications and submissions required by the laws and
         ordinances relating to cable services of each of New York, Virginia,
         Pennsylvania, Ohio, New Jersey, Massachusetts, New Hampshire, Vermont,
         Michigan and Connecticut, and the ordinances of the state's political
         subdivisions relating thereto, and the rules and regulations
         promulgated therewith.

                         (iii) Each of the Company and its Subsidiaries has the
         consents, approvals, authorizations, licenses, certificates, permits,
         or orders of any governmental authorities of the each of New York,
         Virginia, Pennsylvania, Ohio, New Jersey, Massachusetts, New Hampshire,
         Vermont, Michigan and Connecticut, and its political subdivisions, if


                                       24


         any, required for the consummations of the transactions contemplated in
         the Purchase Agreement where the failure to obtain the consents,
         approvals, authorizations, licenses, certificates, permits or orders
         would have a Material Adverse Effect;

                         (iv) There are no actions, suits or proceedings pending
         or, to the best of such counsel's knowledge, threatened by or before
         any court or governmental body each of New York, Virginia,
         Pennsylvania, Ohio, New Jersey, Massachusetts, New Hampshire, Vermont,
         Michigan and Connecticut, against or affecting any of the Company or
         its Subsidiaries, or the business of the Company and its Subsidiaries.

                         (v) The statements in the Prospectuses under the
         headings "Risk Factors -- Regulation in the Telecommunications
         Industry" and "Risk Factors -- Competition," insofar as they relate to
         the Company and its Subsidiaries operations in each of New York,
         Virginia, Pennsylvania, Ohio, New Jersey, Massachusetts, New Hampshire,
         Vermont, Michigan and Connecticut, and purport to describe the
         provisions of the laws and documents referred to therein, are accurate,
         complete and fair in all material respects.

                         (vi) Neither the execution and delivery of this
         Agreement, the U.S. Underwriting Agreement or the Direct Offering
         Agreement nor the offering of the Underwritten Shares or the Direct
         Offering Shares contemplated hereby or thereby will conflict with or
         result in a violation of any order or regulation of each of New York,
         Virginia, Pennsylvania, Ohio, New Jersey, Massachusetts, New Hampshire,
         Vermont, Michigan and Connecticut, or its political subdivisions
         applicable to the Company and its Subsidiaries, the conflict with or
         the violation of which would have a material adverse effect on the
         Company and its Subsidiaries.

                  (g) You shall have received on the Closing Date, an opinion,
dated the Closing Date, in form and substance satisfactory to you, of Colin H.
Higgin, Deputy General Counsel of the Company, to the effect that:

                         (i) None of the Company or its Subsidiaries is in
         violation of its certificate of incorporation, by-laws, certificate of
         limited partnership or partnership agreement, as applicable, or in
         default in the performance or observance of any material obligation,
         covenant or condition contained in any partnership agreement,
         indenture, mortgage, deed of trust, loan agreement, lease or other
         agreement or instrument to which it is a party or by which it or any of
         its properties may be bound.

                         (ii) Each of the Company and its Subsidiaries has been
         duly qualified as a foreign corporation or partnership, as the case may
         be, for the transaction of business and is in good standing under the
         laws of each other jurisdiction in which it owns or leases properties
         or conducts any business so as to require such qualification, or is
         subject to no material liability or disability by reason of the failure
         to be so qualified in any such jurisdiction, except where the failure
         to so qualify 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


                                       25


         certificates of officers of the Company, provided that such counsel
         shall state that he believes that both you and he are justified in
         relying upon such opinions and certificates);

                         (iii) Each subsidiary of the Company is owned directly
         or indirectly by the Company, free and clear of all liens,
         encumbrances, equities or claims (other than liens to secure
         indebtedness under credit facilities disclosed in the Prospectuses)
         (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 or its Subsidiaries,
         provided that such counsel shall state that he believes that both you
         and he are justified in relying upon such opinions and certificates).

                         (iv) To the best of such counsel's knowledge and other
         than as set forth in the Prospectuses, there are no legal or
         governmental proceedings pending to which the Company or any of its
         Subsidiaries is a party or of which any property of the Company or any
         of its Subsidiaries is the subject which, if determined adversely to
         the Company or any of its Subsidiaries, would individually or in the
         aggregate have a material adverse effect on the current or future
         consolidated financial position, shareholder's equity, partners'
         equity, or results of operations of the Company and its Subsidiaries;
         and, to the best of such counsel's knowledge, no such proceedings are
         threatened or contemplated by governmental authorities or threatened by
         others.

                         (v) Neither the issuance and sale of the Underwritten
         Shares and the Direct Offering Shares, the execution, delivery or
         performance by the Company of this Agreement, the U.S. Underwriting
         Agreement or the Direct Offering Agreement, or the consummation by the
         Company of the transactions herein and therein contemplated will not,
         to the best of my knowledge after due inquiry, conflict with or result
         in a breach or violation of any of the terms or provisions of, or
         constitute a default under any material indenture, mortgage, deed of
         trust, sale/leaseback transaction, loan agreement or other similar
         financing agreement, or instrument or other agreement or instrument
         (including, without limitation, any license or franchise granted to the
         Company or a Subsidiary by a local franchising governmental body) to
         which the Company or any of its Subsidiaries is a party or by which the
         Company or any of its Subsidiaries is bound or to which any of the
         property or assets of the Company or any of its Subsidiaries is
         subject, nor will such actions result in any violation of the
         provisions of the certificate of incorporation, by-laws, the
         certificate of limited partnership or the partnership agreements of the
         Company and its Subsidiaries, as appropriate, or any statute or any
         order, rule or regulation of any court or governmental agency or body
         having jurisdiction over the Company or any of its Subsidiaries or any
         of their properties.

                         (vi) No consent, approval, authorization, order,
         registration or qualification of or with any such court or governmental
         agency or body is required for the issue and sale of the Underwritten
         Shares, the execution, delivery or performance by the Company of this
         Agreement, the U.S. Underwriting Agreement or the Direct Offering
         Agreement or the consummation by the Company of the transactions
         contemplated herein or therein, except such consents, approvals,
         authorizations, registrations or qualifications as may be required


                                       26


         under state securities or Blue Sky laws in connection with the purchase
         and resale of the Underwritten Shares by you and the Managers.

                         (vii) Except as described in the Prospectuses or in the
         Underwriting Agreements, all of the outstanding capital stock of each
         Subsidiary is owned by the Company, free and clear of any security
         interest, claim, lien, limitation on voting rights or encumbrance
         (other than liens to secure indebtedness under credit facilities
         disclosed in the Prospectuses). There are not, to my knowledge, other
         than as set forth, contemplated or referenced in the Prospectuses,
         currently, and will not be immediately following the issuance and sale
         of the Shares, any material outstanding subscriptions, rights,
         warrants, calls, commitments of sale or options to acquire, or
         instruments convertible into or exchangeable for, any capital stock or
         other equity interest of the Company or any Subsidiary.

                         (viii) The consummation of the transactions
         contemplated with any of the foregoing as set forth in the
         Prospectuses, will not violate Regulations T, U or X promulgated by the
         Board of Governors of the Federal Reserve System.



         In addition, such counsel shall also state that, although we have not
undertaken, except as otherwise indicated in our opinion, to determine
independently, and do not assume any responsibility for, the accuracy,
completeness or fairness of the statements in the Registration Statement, we
have participated in the preparation of the Registration Statement and the
Prospectuses, including general review and discussion of the contents thereof
but have made no independent check or verification thereof, and no facts have
come to our attention that would lead us to believe that the Registration
Statement at the time the Registration Statement became effective, or the
Prospectuses, as of their respective dates and as of the Closing Date or the
Option Closing Date, as the case may be, contained an untrue statement of a
material fact or omitted to state a material fact required to be stated in the
Prospectuses or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading or that any amendment
or supplement to the Prospectuses, as of their respective dates, and as of the
Closing Date and the Option Closing Date, as the case may be, contained any
untrue statement of a material fact or omitted to state a material fact required
to be stated in the Prospectuses or necessary in order to make the statements in
the Prospectuses, in the light of the circumstances under which they were made,
not misleading (it being understood that such counsel need express no opinion
with respect to the financial statements, schedules, pro forma financial
statements and the notes thereto and other financial data included in the
Registration Statement and the Prospectuses).

                  (h) You shall have received on the Closing Date, an opinion of
Fleischman & Walsh, L.L.P., special regulatory counsel for the Company and its
Subsidiaries, dated the Closing Date, in form and substance satisfactory to you,
of, to the effect that:

                         (i) The communities listed in Section A of Attachment 1
         to the opinion have been registered with the FCC in connection with the
         operation of the Systems. The filing of a registration statement


                                       27


         constitutes initial FCC authorization for the commencement of cable
         television operations in the community registered.

                         (ii) The Subsidiaries hold certain FCC licenses, as
         that term is defined below ("FCC Licenses"). All FCC Licenses and
         receive-only earth station registrations held by the Subsidiaries in
         connection with the operation of the Cable Systems are listed on
         Attachment 1 to the Opinion. To the best of our knowledge, all such FCC
         Licenses have been validly issued or assigned to the present licensee
         and are currently in full force and effect. We have no knowledge of any
         event which would allow, or after notice or lapse of time which would
         allow, revocation or termination of any FCC License held by the
         Subsidiaries or would result in any other material impairment of the
         rights of the holder of such license. To the best of our knowledge, no
         other FCC Licenses are required in connection with the operation of the
         Cable Systems by the Subsidiaries in the manner we have advised they
         are presently being operated. For the purposes of this opinion, an FCC
         License is defined as an authorization, or renewal thereof, issued by
         the FCC authorizing the transmission of radio energy through the
         airways.

                         (iii) Other than proceedings affecting the cable
         television industry generally, there is no action, suit or proceeding
         pending before or, to the best of our knowledge, threatened by the FCC
         which is reasonably likely to have a materially adverse impact upon the
         cable television operations of the Company and its Subsidiaries taken
         as a whole.

                         (iv) To the best of our knowledge after due inquiry,
         the Company and the Subsidiaries have filed all current and routine
         filings, reports, applications and submissions required under the
         Communications Act, as amended, and under the rules and regulations of
         the FCC.

                         (v) The Subsidiaries hold all authorizations and/or
         have filed all notifications required by the FCC in connection with
         their operation on all frequencies in the 108-137 MHz and 225-400 MHz
         bands which we have been advised are currently being utilized on the
         Cable Systems. The geographic and technical parameters with respect to
         the authorized use of these frequencies are listed on Attachment 1
         hereto.

                         (vi) The employment units covered by the Cable Systems
         and operated by the Subsidiaries have been certified, where required,
         by the FCC for compliance with equal employment opportunity ("EEO")
         requirements in each of calendar years 1992 through 1996 in which such
         Cable Systems have been owned and operated by the Company or the
         Subsidiaries. Employment certification records for the years prior to
         1992 have been purged from the FCC's database and are therefore outside
         the scope of this opinion.

                         (vii) Statements of Account required by Section 111 of
         the Copyright Act of 1976, as amended have been filed, together with
         royalty payments accompanying said Statements of Account, with the U.S.
         Copyright Office for the Cable Systems covering each of the accounting
         periods beginning with January 1 through June 30, 1994 accounting


                                       28


         period and ending with the July 1 through December 31, 1996 accounting
         period during which such Cable Systems have been operated by the
         Subsidiaries. We have not received the information or calculations
         contained in these Statements, and express no opinion with respect to
         the accuracy thereof. To the best of our knowledge, there are no
         currently outstanding inquiries received from the U.S. Copyright Office
         or any other party which question the copyright filings or payments
         made by the Company or the Subsidiaries with respect to the Cable
         Systems. It is possible that there may be matters pending before the
         U.S. Copyright Office relating to the Cable Systems, the Company or the
         Subsidiaries of which we do not have knowledge because such matters
         have not yet been incorporated into the available public files of the
         U.S. Copyright Office. However, we are not aware of the pending or
         threatened claim, action or demand for copyright infringement or for
         non-payment of royalties with respect to the Statements of Account or
         related royalty payments filed by the Company and the Subsidiaries for
         the Cable Systems.

                         (viii) The Company has obtained all consents, approvals
         and authorizations of the FCC, if any, required for the consummation of
         the transactions of the transactions contemplated in the Purchase
         Agreement where the failure to obtain the consents, approval,
         authorizations, licenses, certificates, permits or orders would
         reasonably be expected to have a materially adverse impact on the
         Company or the Subsidiaries.

                         (ix) Neither the execution and delivery of the Purchase
         Agreement nor the offering of the Senior Notes contemplated thereby
         will conflict with or result in a violation of any order or regulation
         of the FCC applicable to the Company and the Subsidiaries, the conflict
         with or the violation of which would reasonably be expected to have a
         materially adverse impact on the Company or the Subsidiaries. However,
         we call your attention to the following.

                         (x) Under the Act as now in effect, the sale or other
         disposition of certain pledged collateral and the exercise of certain
         other rights and remedies conferred upon you by any agreement or by
         applicable law might constitute an assignment of an FCC licensee, or
         transfer of control of an FCC license, requiring for its consummation
         the prior consent of the FCC granted upon an appropriate application
         thereof.

                         (xi) Under the Act as now in effect, and as now
         interpreted by the FCC, no valid security interest may be granted in an
         FCC license. To the extent that the Purchase Agreement and/or related
         financing documents purport to grant to you a security interest in any
         FCC licenses, such security interest may not be legally enforceable.

                         (xii) In the course of our representation of the
         Company and its Subsidiaries, no matters have come to our attention,
         other than matters affecting the cable television industry generally,
         which would reasonable be expected to have a materially adverse impact
         upon the cable television operations of the Company and the
         Subsidiaries taken as a whole.

                         (xiii) In our opinion, the Statements in the
         Prospectuses under the headings "Risk Factors -- Regulation in the
         Telecommunications Industry" and "Risk Factors -- Competition," insofar


                                       29


         as the purport to describe the provisions of the law referred to
         therein, are accurate, complete and fair in all material respects.

                  (i) You shall have received an opinion, dated the Closing
Date, in form and substance reasonably satisfactory to you, of Latham & Watkins,
counsel to the Representatives of the Underwriters, covering such matters as are
customarily covered in such opinions.

                  (j) At the time this Agreement is executed and at the Closing
Date, you shall have received from Deloitte & Touche LLP, independent public
accountants for the Company dated as of the date of this Agreement and of the
Closing Date, respectively, a customary comfort letter addressed to the you and
in form and substance satisfactory to you with respect to the financial
statements and certain financial information of the Company and the Subsidiaries
contained in the Registration Statement and the Prospectuses.

                  (k) No stop order suspending the effectiveness of the
Registration Statement shall have been issued and no proceedings for that
purpose shall have been taken or, to the knowledge of the Company, shall be
contemplated by the Commission at or prior to the Closing Date; (ii) there shall
not have been any change in the capital stock of the Company nor any material
increase in the short-term or long-term debt of the Company (other than in the
ordinary course of business) from that set forth or contemplated in the
Registration Statement or the Prospectuses; (iii) there shall not have been,
since the respective dates as of which information is given in the Registration
Statement and the Prospectuses, except as may otherwise be stated in the
Registration Statement and, any material adverse change in the condition
(financial or other), business, prospects, properties, net worth or results of
operations of the Company and the Subsidiaries taken as a whole; and (iv) the
Company and the Subsidiaries shall not have any liabilities or obligations,
direct or contingent (whether or not in the ordinary course of business), that
are material to the Company and the Subsidiaries, taken as a whole, other than
those reflected in the Registration Statement or the Prospectuses.

                  (l) The Company shall not have failed at or prior to the
Closing Date to have performed or complied with any of its agreements herein
contained and required to be performed or complied with by it hereunder at or
prior to the Closing Date.

                  (m) Latham & Watkins shall have been furnished with such
documents, in addition to those set forth above, as they may reasonably require
for the purpose of enabling them to review or pass upon the matters referred to
in this Section 8 and in order to evidence the accuracy, completeness or
satisfaction in all material respects of any of the representations, warranties
or conditions herein contained.

                  (n) The Shares shall have been listed or approved for listing
upon notice of issuance on the Nasdaq National Market.

                  (o) The closing under the U.S. Underwriting Agreement shall
have occurred concurrently with the closing hereunder on the Closing Date.

                                       30


                  (p) The issuance and sale of the Direct Offering Shares shall
have occurred in accordance with the terms and conditions set forth in the
Direct Offering Agreement.

                  All such opinions, certificates, letters and other documents
will be in compliance with the provisions hereof only if they are satisfactory
in form and substance to you and your counsel.

                  Any certificate or document signed by any officer of the
Company and delivered to you, as Lead Managers for the Managers, or to counsel
for the Managers, shall be deemed a representation and warranty by the Company
to each Manager as to the statements made therein.

         9. Expenses. The Company agrees to pay the following costs and expenses
and all other costs and expenses incident to the performance by it of its
obligations hereunder: (i) the preparation, printing or reproduction, and filing
with the Commission of the Registration Statement (including financial
statements and exhibits thereto), the Prepricing Prospectuses, the Prospectuses,
and each amendment or supplement to any of them; (ii) the printing (or
reproduction) and delivery (including postage, air freight charges and charges
for counting and packaging) of such copies of the Registration Statement, the
Prepricing Prospectuses, the Prospectuses, and all amendments or supplements to
any of them as may be reasonably requested for use in connection with the
offering and sale of the Shares; (iii) the preparation, printing,
authentication, issuance and delivery of certificates for the Shares, including
any stamp taxes in connection with the original issuance and sale of the Shares;
(iv) the printing (or reproduction) and delivery of this Agreement, the U.S.
Underwriting Agreement, the Supplemental Agreement Among U.S. Underwriters, the
Agreement Among Managers, the Agreement Between U.S. Underwriters and Managers,
the International Selling Agreement, the Managers' Questionnaire, the Blue Sky
Memorandum and all other agreements or documents printed (or reproduced) and
delivered in connection with the offering of the Shares; (v) the registration of
the Class A Common Stock under the Exchange Act and the listing of the Shares on
the Nasdaq National Market; (vi) the registration or qualification of the Shares
for offer and sale under the securities or Blue Sky laws of the several states
as provided in Section 5(g) hereof (including the reasonable fees, expenses and
disbursements of counsel for the U.S. Underwriters and Managers relating to the
preparation, printing or reproduction, and delivery of the Blue Sky Memorandum
and such registration and qualification); (vii) the filing fees and the fees and
expenses of counsel for the U.S. Underwriters and Managers in connection with
any filings required to be made with the National Association of Securities
Dealers, Inc.; (viii) the transportation and other expenses incurred by or on
behalf of Company Lead Managers in connection with presentations to prospective
purchasers of the Shares; (ix) the fees and expenses of the Company's
accountants and the fees and expenses of counsel (including local and special
counsel) for the Company.

         10. Effective Date of Agreement. This Agreement shall become effective:
(i) upon the execution and delivery hereof by the parties hereto; or (ii) if, at
the time this Agreement is executed and delivered, it is necessary for the
Registration Statement or a post-effective amendment thereto to be declared
effective before the offering of the Shares may commence, when notification of
the effectiveness of the Registration Statement or such post-effective amendment
has been released by the Commission. Until such time as this Agreement shall


                                       31


have become effective, it may be terminated by the Company, by notifying you, or
by you, as Lead Managers for the several Managers, by notifying the Company.

         If any one or more of the Managers shall fail or refuse to purchase
Shares which it or they are obligated to purchase hereunder on the Closing Date,
and the aggregate number of Shares which such defaulting Manager or Managers are
obligated but fail or refuse to purchase is not more than one-tenth of the
aggregate number of Shares which the Managers are obligated to purchase on the
Closing Date, each non-defaulting Manager shall be obligated, severally, in the
proportion which the number of Shares set forth opposite its name in Schedule I
hereto bears to the aggregate number of Shares set forth opposite the names of
all non-defaulting Managers or in such other proportion as you may specify in
accordance with Section 20 of the Master Agreement Among Underwriters of Smith
Barney Inc., to purchase the Shares which such defaulting Manager or Managers
are obligated, but fail or refuse, to purchase. If any one or more of the
Managers shall fail or refuse to purchase Shares which it or they are obligated
to purchase on the Closing Date and the aggregate number of Shares with respect
to which such default occurs is more than one-tenth of the aggregate number of
Shares which the Managers are obligated to purchase on the Closing Date and
arrangements satisfactory to you and the Company for the purchase of such Shares
by one or more non-defaulting Managers or other party or parties approved by you
and the Company are not made within 36 hours after such default, this Agreement
will terminate without liability on the part of any non-defaulting Manager or
the Company. In any such case which does not result in termination of this
Agreement, either you or the Company shall have the right to postpone the
Closing Date, but in no event for longer than seven days, in order that the
required changes, if any, in the Registration Statement and the Prospectus or
any other documents or arrangements may be effected. Any action taken under this
paragraph shall not relieve any defaulting Manager from liability in respect of
any such default of any such Manager under this Agreement. The term "Manager" as
used in this Agreement includes, for all purposes of this Agreement, any party
not listed in Schedule I hereto who, with your approval and the approval of the
Company, purchases Shares which a defaulting Manager is obligated, but fails or
refuses, to purchase.

         Any notice under this Section 10 may be given by telegram, telecopy or
telephone but shall be subsequently confirmed by letter.

         11. Termination of Agreement. This Agreement shall be subject to
termination in your absolute discretion, without liability on the part of any
Manager to the Company, by notice to the Company, if prior to the Closing Date,
(i) trading in securities generally on the New York Stock Exchange, the American
Stock Exchange or the Nasdaq National Market shall have been suspended or
materially limited, (ii) a general moratorium on commercial banking activities
in New York or Philadelphia shall have been declared by either federal or state
authorities, or (iii) there shall have occurred any outbreak or escalation of
hostilities or other U.S. or domestic calamity, crisis or change in political,
financial or economic conditions, the effect of which on the financial markets
of the United States is such as to make it, in your judgment, impracticable or
inadvisable to commence or continue the offering of the Shares at the offering
price to the public set forth on the cover page of the International Prospectus
or to enforce contracts for the resale of the Shares by the Managers. Notice of


                                       32


such termination may be given to the Company by telegram, telecopy or telephone
and shall be subsequently confirmed by letter.

         12. Information Furnished by the Managers. The statements set forth in
the last paragraph on the cover page, the stabilization legend on the inside
cover page, and the statements in the first, third, seventh, eighth, tenth and
fifteenth paragraphs under the caption "Underwriting" in any International
Prepricing Prospectus and in the International Prospectus, constitute the only
information furnished by or on behalf of the Managers through you as such
information is referred to in Sections 6(b) and 7 hereof.

         13. Miscellaneous. Except as otherwise provided in Sections 5, 10 and
11 hereof, notice given pursuant to any provision of this Agreement shall be in
writing and shall be delivered (i) if to the Company, at the office of the
Company at Adelphia Communications Corporation, Main at Water Street,
Coudersport, Pennsylvania 16915, Attention: Chief Financial Officer; or (ii) if
to you, as Lead Managers for the several Managers, care of Smith Barney Inc.,
388 Greenwich Street, New York, New York 10013, Attention: Manager, Investment
Banking Division.

         This Agreement has been and is made solely for the benefit of the
several Managers, the Company, its directors and officers, and the other
controlling persons referred to in Section 7 hereof and their respective
successors and assigns, to the extent provided herein, and no other person shall
acquire or have any right under or by virtue of this Agreement. Neither the term
"successor" nor the term "successors and assigns" as used in this Agreement
shall include a purchaser from any Manager of any of the Shares in his status as
such purchaser.

         14. Applicable Law; Counterparts. This Agreement shall be governed by
and construed in accordance with the laws of the State of New York applicable to
contracts made and to be performed within the State of New York.

         This Agreement may be signed in various counterparts which together
constitute one and the same instrument. If signed in counterparts, this
Agreement shall not become effective unless at least one counterpart hereof
shall have been executed and delivered on behalf of each party hereto.

                            [signature pages follow]



                                       33




         Please confirm that the foregoing correctly sets forth the agreement
between the Company and the several Managers.


                                Very truly yours,

                                     ADELPHIA COMMUNICATIONS CORPORATION


                                           By:   /s/ James R. Brown
                                           Name: James R. Brown
                                           Title: Vice President


Confirmed as of the date first above mentioned on behalf of themselves and the
other several Managers named in Schedule I
hereto.

SMITH BARNEY INC.
GOLDMAN SACHS INTERNATIONAL
NATIONSBANC MONTGOMERY SECURITIES LLC
CREDIT SUISSE FIRST BOSTON (EUROPE) LIMITED
LEHMAN BROTHERS INTERNATIONAL (EUROPE)
THE TORONTO-DOMINION BANK

As Lead Managers for the Several Managers

By:    SMITH BARNEY INC.

       By: /s/ Michael E. Anderson
       Name: Michael E. Anderson
       Title:




                                       34






                                      S-I-1

                                   SCHEDULE I

                       ADELPHIA COMMUNICATIONS CORPORATION


Manager                                                 Number of Firm Shares
- -------                                                 ---------------------
Smith Barney Inc.                                              191,334
Goldman Sachs International                                    191,333
NationsBanc Montgomery Securities LLC                          191,333
Credit Suisse First Boston (Europe) Limited                     82,000
Lehman Brothers International (Europe)                          82,000
The Toronto-Dominion Bank                                       82,000

TOTAL                                                          820,000












                                     S-II-1


                                   SCHEDULE II

                                 LOCK-UP LETTERS


        John J. Rigas

        Michael J. Rigas

        Timothy J. Rigas

        Ellen K. Rigas

        James P. Rigas

        Highland Communications, L.L.C.

        Highland Preferred Communications, L.L.C.

        Syracuse Hilton Head Holdings, L.P.

        Doris Holdings, L.P.

        Eleni Acquisition, Inc.

11.   Dorellenic