ADELPHIA COMMUNICATIONS CORP
UNDERWRITING AGREEMENT
<DOCUMENT>
<TYPE>EX-10.01
<SEQUENCE>3
<FILENAME>exh1001.txt
<DESCRIPTION>UNDERWRITING AGREEMENT
<TEXT>

                                                                  EXECUTION COPY

                                                                   Exhibit 10.01

                       ADELPHIA COMMUNICATIONS CORPORATION

                                 $1,000,000,000

                          10 1/4% Senior Notes due 2011



                             UNDERWRITING AGREEMENT

                                                                    June 7, 2001
SALOMON SMITH BARNEY INC.
BANC OF AMERICA SECURITIES LLC as Representatives of the several Underwriters
named on Schedule 1 hereto
     c/o Salomon Smith Barney Inc.
         388 Greenwich Street
         New York, New York  10013


         CIBC WORLD MARKETS CORP.
         as Independent Underwriter
         425 Lexington Avenue
         5th Floor
         New York, New York 10017


Ladies and Gentlemen:

                  Adelphia Communications Corporation, a Delaware corporation
(the "Company"), proposes to sell $1,000,000,000 in aggregate principal amount
of its 10 1/4% Senior Notes due 2011 (collectively, the "Securities") to the
several underwriters named in Schedule 1 hereto (the "Underwriters"), for whom
Salomon Smith Barney Inc. and Banc of America Securities LLC are acting as
representatives (in such capacity, the "Representatives"). The Securities will
be issued pursuant to an Indenture, dated as of April 28, 1999 (the "Base
Indenture"), as supplemented by the Fourth Supplemental Indenture thereto, to be
dated as of the Closing Date (as defined herein) (the "Supplemental Indenture"
and, together with the Base Indenture, the "Indenture"), between the Company and
The Bank of New York, as trustee (the "Trustee"). The form of the Supplemental
Indenture will be filed on Form 8-K and incorporated by reference as an exhibit
to the registration statement referred to below. If the Representatives are the
only Underwriters named on Schedule 1 hereto, the term "Representatives" shall
be deemed to refer to the Underwriters.

                  The Company and the Underwriters, in accordance with the
requirements of Rule 2710(c)(8) and Rule 2720 ("Rule 2720") of the National
Association of Securities Dealers, Inc. (the "NASD") and subject to the terms
<PAGE>

and conditions stated herein, also hereby confirm the engagement of the services
of CIBC World Markets Corp. (the "Independent Underwriter") as a "qualified
independent underwriter" within the meaning of Section (b)(15) of Rule 2720 in
connection with the offering and sale of the Securities.

                  1. Representations, Warranties and Agreements of the Company.
The Company represents and warrants to, and agrees with, the several
Underwriters and the Independent Underwriter on and as of the date hereof and
the Closing Date (as defined in Section 3) that:

                  (a) A Registration Statement on Form S-3 (Registration No.
         333-78027), including a prospectus, with respect to the Securities have
         been prepared by the Company in conformity with the requirements of the
         Securities Act of 1933, as amended (the "Securities Act"), and the
         rules and regulations (the "Rules and Regulations") of the Securities
         and Exchange Commission (the "Commission") thereunder and have become
         effective. Copies of such registration statement have been delivered by
         the Company to you as the Underwriters. As used in this Agreement, (i)
         "Registration Statement" means each such registration statement, as
         amended and supplemented to the date hereof; (ii) "Basic Prospectus"
         means the prospectus included in the Registration Statement; and (iii)
         "Prospectus" means the Basic Prospectus, together with any prospectus
         amendment or supplement (including in each case all documents
         incorporated therein by reference (the "Incorporated Documents"))
         specifically relating to the Securities, as filed with the Commission
         pursuant to paragraph (b) of Rule 424 of the Rules and Regulations. The
         Commission has not issued any order preventing or suspending the use of
         any Prospectus, and no proceedings for such purposes have been
         instituted or are pending or, to the knowledge of the Company, are
         contemplated by the Commission, and any request on the part of the
         Commission for additional information has been complied with;

                  (b) The Registration Statement and the Prospectus contain, and
         (in the case of any amendment or supplement to any such document, or
         any material incorporated by reference in any such document, filed with
         the Commission after the date as of which this representation is being
         made) will contain at all times during the period specified in
         paragraph 4(c) hereof, all statements which are required by the
         Securities Act, the Securities Exchange Act of 1934, as amended (the
         "Exchange Act"), the Trust Indenture Act of 1939, as amended (the
         "Trust Indenture Act"), and the rules and regulations of the Commission
         under such Acts; the Indenture, with any amendments and supplements
         thereto will conform, with the requirements of the Trust Indenture Act
         and the rules and regulations of the Commission thereunder; and the
         Registration Statement, the Prospectus and the Incorporated Documents
         do not, and (in the case of any amendment or supplement to any such
         document, or any material incorporated by reference in any such
         document, filed with the Commission after the date as of which this
         representation is being made) will not, at any time during the period
         specified in paragraph 4(c) hereof, contain any untrue statement of a
         material fact or omit to state any material fact required to be stated
         therein or necessary to make the statements therein not misleading;
         provided that the Company makes no representation or warranty as to
         information contained in or omitted from any Registration Statement or
         any Prospectus in reliance and based upon information furnished to the
         Company by or on behalf of any Underwriter or the Independent
         Underwriter, it being understood and agreed that the only such
         information is that described as such in Section 9(b) hereof, or as to
<PAGE>

         any statements in or omissions from the Statement of Eligibility of the
         Trustee under the Indenture;

                  (c) Neither the Company nor any of its material subsidiaries
         (the "Subsidiaries") has sustained since December 31, 2000 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 Prospectus; and, since the
         respective dates as of which information is given in the Prospectus,
         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) or long-term debt of the Company or any of
         its 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
         Subsidiaries or any of the Acquired Companies (as defined below) and
         their subsidiaries, otherwise than as set forth or contemplated in the
         Prospectus;

                  (d) Each of the Company and its Subsidiaries has good and
         marketable title in fee simple to all real property and good and
         marketable title to all personal property owned by them, in each case
         free and clear of all liens, encumbrances and defects except such as
         are described in the Prospectus or such as do not affect the value of
         such property and do not interfere with the use made and proposed to be
         made of such property by the Company and its Subsidiaries; and any real
         property and buildings held under lease by the Company and its
         Subsidiaries are held by them under valid, subsisting and enforceable
         leases with such exceptions as are not material and do not interfere
         with the use made and proposed to be made of such property and
         buildings by the Company and its Subsidiaries; except in any case that
         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");

                  (e) (i) Each of the Subsidiaries that is a partnership or
         limited liability company has been duly formed or organized and is
         validly existing as a partnership or limited liability company in good
         standing under the laws of its state of formation, with full power and
         authority (partnership, limited liability company and other) to own its
         properties and conduct its business as described in the Prospectus, and
         has been duly qualified as a foreign partnership or foreign limited
         liability company 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; 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
         Prospectus, and has been duly qualified as a foreign corporation for
         the transaction of business and is in good standing under the laws of
<PAGE>

         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;

                  (f) Each of the Company and its Subsidiaries has the ownership
         or authorized capitalizations, as the case may be, as set forth in the
         Prospectus, and all of the partnership interests of the Subsidiaries
         that are partnerships, all of the limited liability company interests
         of the Subsidiaries that are limited liability companies 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 non-assessable;
         and all of the partnership interests of the Subsidiaries disclosed in
         the Prospectus as being owned directly or indirectly by the Company,
         all of the limited liability company interests of the Subsidiaries
         disclosed in the Prospectus 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 Prospectus 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 Prospectus); and
         ownership of the various interests and shares of the Company and its
         Subsidiaries is as described in the Prospectus;

                  (g) The Securities have been duly authorized and, when issued
         and delivered pursuant to this Agreement, will have been duly executed,
         authenticated, issued and delivered and will constitute valid and
         legally binding obligations of the Company entitled to the benefits
         provided by the Indenture under which they are to be issued; the Base
         Indenture has been authorized, executed and delivered by the Company,
         and assuming the due authorization, execution and delivery thereof by
         the Trustee, constitutes the valid and legally binding obligation of
         the Company; the Supplemental Indenture has been duly authorized by the
         Company and, when executed and delivered by the Company and the
         Trustee, the Indenture will constitute a valid and legally binding
         instrument, enforceable in accordance with its terms against the
         Company, subject, as to enforcement, to bankruptcy, insolvency,
         reorganization and other laws of general applicability relating to or
         affecting creditors' rights and to general equity principles; and the
         Securities and the Indenture will conform to the descriptions thereof
         in the Prospectus and will be in substantially the form previously
         delivered to the Underwriters and the Independent Underwriter;

                  (h) The Company has all requisite corporate power and
         authority to execute, deliver and perform its obligations under this
         Agreement and the Company has all requisite corporate power and
         authority to consummate the transactions contemplated by this
         Agreement;

                  (i) Prior to the date hereof, none of the Company or any of
         its affiliates (other than the Underwriters and the Independent
         Underwriter or any person acting on their behalf as to which the
         Company makes no representation) has taken, directly or indirectly, any
         action which is designed to or which has constituted or which might
         have been expected to cause or result in stabilization or manipulation
         of the price of any security of the Company in connection with the
         offering of the Securities;
<PAGE>

                  (j) The issuance and sale of the Securities, the compliance by
         the Company with all of the provisions of the Securities, the Indenture
         and this Agreement, and the consummation of the transactions herein and
         therein contemplated will not conflict with or result in a breach or
         violation of any of the terms or provisions of, or constitute a default
         under, any material indenture, mortgage, deed of trust, sale/leaseback
         agreement, 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 one of
         its Subsidiaries 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 has rights under or to which any
         of the property or assets of the Company or any of its Subsidiaries is
         subject, nor will such action result in any violation of the provisions
         of the certificate of incorporation or bylaws of the Company or its
         Subsidiaries that are corporations or the certificates of formation or
         limited liability company operating agreements of its Subsidiaries that
         are limited liability companies or the certificates of limited
         partnership or the partnership agreements of its Subsidiaries that are
         partnerships 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; and 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 Securities or the consummation by the
         Company of the transactions contemplated by this Agreement or the
         Indenture, other than such consents, approvals, authorizations,
         registrations or qualifications as may be required under state
         securities or Blue Sky laws in connection with the purchase and
         distribution of the Securities by the Underwriters;

                  (k) None of the Company or its Subsidiaries is in violation of
         its certificate of incorporation, partnership agreement, certificate of
         formation, limited liability company operating agreement or bylaws, as
         the case may be, or in default in the performance or observance of any
         material obligation, agreement, covenant or condition contained in any
         indenture, mortgage, deed of trust, sale/leaseback agreement, 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 a subsidiary is a party or
         by which it or any of its properties may be bound, except for such
         defaults as would not have individually or in the aggregate a Material
         Adverse Effect;

                  (l) The statements set forth in the Prospectus under the
         caption "Description of Notes," insofar as they purport to constitute a
         summary of the terms of the Securities, and incorporated by reference
         in the Prospectus from the Company's Annual Report on Form 10-K for the
         year ended December 31, 2000 under the captions "Business" and
         "Management's Discussion and Analysis of Financial Condition and
         Results of Operations," as applicable, insofar as they purport to
         describe the provisions of the laws and documents referred to therein,
         are accurate, complete and fair in all material respects;

                  (m) None of the Company or its Subsidiaries is or, after
         giving effect to the offering and sale of the Securities, will be an
         "investment company," or an entity "controlled" by an "investment
         company," as such terms are defined in the United States Investment
         Company Act of 1940, as amended (the "Investment Company Act");
<PAGE>

                  (n) None of the Company, its Subsidiaries or any of their
         affiliates does business with the government of Cuba or with any person
         or affiliate located in Cuba within the meaning of Section 517.075,
         Florida Statutes;

                  (o) None of the transactions contemplated by this Agreement
         (including, without limitation, the use of the proceeds from the sale
         of the Securities) will violate or result in a violation of Section 7
         of the Exchange Act, or any regulation promulgated thereunder,
         including, without limitation, Regulations T, U and X of the Board of
         Governors of the Federal Reserve System;

                  (p) Other than as set forth in the Prospectus (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 Prospectus that would be
         required to be disclosed in a public offering registered under the
         Securities Act; (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;

                  (q) Each of Deloitte & Touche LLP, who has reported on the
         financial statements of the Company and one of the Acquired Companies
         (as defined below), and KPMG LLP, who has reported on the financial
         statements of one of the Acquired Companies, is an independent public
         accountant as required by the Securities Act and the Rules and
         Regulations;

                  (r) This 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;

                  (s) Except for matters covered by paragraph (w) 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,
<PAGE>

         and cable antenna relay service, broadcast auxiliary, 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 Prospectus, 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;

                  (t) (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 Prospectus; 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;

                  (u) 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 bands (i.e., 108-136 MHz and
<PAGE>

         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 ("EEOC") compliance certification by the FCC has been
         certified by the FCC for annual EEOC 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;

                  (v) 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;

                  (w) (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;

                  (x) Neither the execution and delivery of this Agreement, the
         Securities or the Indenture, nor the consummation of the transactions
         contemplated hereby and thereby or by the Prospectus under "Use of
         Proceeds," nor compliance with the terms, conditions and provisions
         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;

                  (y) Neither the execution and delivery of this Agreement, the
         Securities or the Indenture, nor the execution, delivery, offer,
         issuance and sale of the Securities, nor compliance with the terms,
         conditions and provisions thereof by the Company, requires any license,
         permit, franchise, certificate, consent, authorization, designation,
         declaration, filing, registration or qualification by or with the FCC;

                  (z) On October 1, 1999, the Company consummated its previously
         announced acquisition of Century Communication Corp. and FrontierVision
         Partners, L.P. (collectively, the "Acquired Companies");

                  (aa) There are no contracts or documents which are required to
         be described in the Registration Statement, the Prospectus or the
         documents incorporated by reference therein or to be filed as exhibits
         thereto which have not been so described and filed as required;
<PAGE>

                  (bb) The historical financial statements and financial
         statement schedules of the Company and its consolidated subsidiaries
         included or incorporated by reference in the Registration Statement and
         Prospectus comply as to form in all material respects with the
         requirements applicable to registration statements on Form S-3 under
         the Securities Act and the Rules and Regulations and present fairly in
         all material respects the financial position, results of operations and
         statements of cash flows of the Company and its consolidated
         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 or incorporated by reference in the Registration
         Statement and Prospectus, 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 Prospectus and the books and records of the Company and its
         subsidiaries, and the statistical information and data included in the
         Prospectus are accurately presented in all material respects; and

                  (cc) 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
         Underwriters for a brokerage commission, finder's fee or like payment
         in connection with the issuance, purchase and sale of the Securities.

                  2. Purchase of the Securities. On the basis of the
representations, warranties and agreements contained herein, and subject to the
terms and conditions set forth herein, the Company agrees to issue and sell to
each of the Underwriters, severally and not jointly, and each of the
Underwriters, severally and not jointly, agrees to purchase from the Company,
the principal amount of Securities set forth opposite the name of such
Underwriter on Schedule 1 hereto at a purchase price equal to 98% of the
principal amount thereof (the "purchase price").

                  The Company shall not be obligated to deliver any of the
Securities except upon payment for all of the Securities to be purchased as
provided herein. The Company acknowledges and agrees that the Underwriters may
sell Securities to any affiliate of an Underwriter and that any such affiliate
may sell Securities purchased by it to an Underwriter.

                  3. Delivery of and Payment for the Securities. (a) Delivery of
and payment for the Securities shall be made at the offices of Latham & Watkins,
885 Third Avenue, New York, New York 10022, or at such other place as shall be
agreed upon by the Representatives and the Company, at 10:00 A.M., New York City
time, on June 12, 2001, or at such other time or date, not later than seven full
business days thereafter, as shall be agreed upon by the Representatives and the
Company (such date and time of payment and delivery being referred to herein as
the "Closing Date").

                  (b) On the Closing Date, payment of the purchase price for the
         Securities shall be made to the Company by wire transfer of immediately
         available funds to an account at a bank acceptable to Salomon Smith
         Barney Inc. ("SSB"), or by such other means as the parties hereto shall
         agree prior to the Closing Date, against delivery to the Underwriters
         of the certificates evidencing the Securities to be purchased. Time
         shall be of the essence, and delivery at the time and place specified
<PAGE>

         pursuant to this Agreement is a further condition of the obligations of
         the Underwriters hereunder. Upon delivery, the Securities shall be in
         global form, registered in such names and in such denominations as SSB
         on behalf of the Representatives on behalf of the Underwriters shall
         have requested in writing not less than two full business days prior to
         the Closing Date. The Company agrees to make one or more global
         certificates evidencing the Securities available for inspection by SSB
         on behalf of the Representatives on behalf of the Underwriters in New
         York, New York at least 24 hours prior to the Closing Date.

                  4. Further Agreements of the Company. The Company agrees with
each of the several Underwriters and the Independent Underwriter:

                  (a) To furnish promptly to the Underwriters, the Independent
         Underwriter and counsel for the Underwriters a conformed copy of each
         Registration Statement as originally filed and each amendment or
         supplement thereto filed prior to the date hereof or relating to or
         covering the Securities, and a copy of each Prospectus filed with the
         Commission, including all documents incorporated therein by reference
         and all consents and exhibits filed therewith and to file with the
         Commission pursuant to Rule 424 a prospectus supplement, in form and
         substance satisfactory to the Representatives and their counsel,
         relating to the offering contemplated hereby no later than the close of
         business on June 8, 2001;

                  (b) To deliver promptly to the Underwriters and the
         Independent Underwriter such reasonable number of the following
         documents as the Underwriters and the Independent Underwriter may
         request: (i) conformed copies of the Registration Statement (excluding
         exhibits other than the computation of the ratio of earnings to fixed
         charges, the Indenture and this Agreement), (ii) the Prospectus and
         (iii) any documents incorporated by reference in the Prospectus;

                  (c) During such period following the date hereof as, in the
         opinion of counsel for the Underwriters, the Prospectus is required by
         law to be delivered, to comply with the Securities Act, the Exchange
         Act, the Trust Indenture Act and the rules and regulations under each
         thereof, so as to permit the completion of the distribution of the
         Securities as contemplated in this Agreement and in the Prospectus. If
         at any time when a prospectus is required by the Securities Act to be
         delivered in connection with sales of the Securities, any event shall
         occur or condition shall exist as a result of which it is necessary, in
         the reasonable opinion of counsel for the Underwriters or for the
         Company, to amend the Registration Statement or amend or supplement the
         Prospectus in order that the Prospectus will not include any untrue
         statements of a material fact or omit to state a material fact
         necessary in order to make the statements therein not misleading in the
         light of the circumstances existing at the time it is delivered to a
         purchaser, or if it shall be necessary, in the opinion of such counsel,
         at any such time to amend the Registration Statement or amend or
         supplement the Prospectus in order to comply with the requirements of
         the Securities Act or the Rules and Regulations, the Company will
         promptly prepare and file with the Commission, subject to paragraph (d)
         below, such amendment or supplement as may be necessary to correct such
         statement or omission or to make the Registration Statement or the
         Prospectus comply with such requirements, and the Company will furnish
         to the Underwriters and the Independent Underwriter such number of
         copies of such amendment or supplement as the Underwriters and the
<PAGE>

         Independent Underwriter may reasonably request;

                  (d) Prior to filing with the Commission during the period
         referred to in (c) above (i) any amendment to the Registration
         Statement, (ii) the Prospectus or any amendment thereto, (iii) the
         prospectus supplement utilized in connection with this offering or any
         amendment or supplement thereto, or (iv) any document incorporated by
         reference in any of the foregoing or any amendment or supplement to
         such incorporated document, to furnish a copy thereof to the
         Underwriters, the Independent Underwriter and counsel for the
         Underwriters and not to file any document that shall have been
         disapproved by the Underwriters or the Independent Underwriter,
         provided that neither the Representatives' nor the Independent
         Underwriter's consent to, nor the Underwriters delivery of, any such
         amendments or supplement shall constitute a waiver of any of the
         conditions set forth in Section 6 hereof;

                  (e) To advise the Underwriters and the Independent Underwriter
         promptly (i) when any post-effective amendment to the Registration
         Statement relating to or covering the Securities becomes effective or
         any supplement to the Prospectus shall have been filed, (ii) of any
         comments from the Commission or any request or proposed request by the
         Commission for an amendment or supplement to the Registration Statement
         (insofar as the amendment or supplement relates to or covers the
         Securities), to the Prospectus, to any document incorporated by
         reference in any of the foregoing or for any additional information,
         (iii) of the issuance by the Commission of any stop order suspending
         the effectiveness of the Registration Statement or any order directed
         to the Prospectus or any document incorporated therein by reference or
         the initiation or threat of any stop order proceeding or of any
         challenge to the accuracy or adequacy of any document incorporated by
         reference in any Prospectus, (iv) of receipt by the Company of any
         notification with respect to the suspension of the qualification of the
         Securities for sale in any jurisdiction or the initiation or threat of
         any proceeding for that purpose and (v) of the happening of any event
         which makes untrue any statement of a material fact made in the
         Registration Statement or the Prospectus or which requires the making
         of a change in the Registration Statement or the Prospectus in order to
         make any material statement therein not misleading;

                  (f) If, during the period referred to in (c) above, the
         Commission shall issue a stop order suspending the effectiveness of the
         Registration Statement, to make every reasonable effort to obtain the
         lifting of that order at the earliest possible time;

                  (g) To file promptly all reports and any definitive proxy or
         information statements required to be filed by the Company with the
         Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the
         Exchange Act subsequent to the date of the Prospectus and for so long
         as the delivery of a Prospectus is required in connection with the
         offering and sale of the Securities;

                  (h) To make generally available to the Company's security
         holders and to deliver to the Underwriters and the Independent
         Underwriter an earnings statement of the Company and its Subsidiaries
         (which need not be audited) complying with Section 11(a) of the
         Securities Act and the Rules and Regulations (including, at the option
         of the Company, Rule 158), as soon as practicable;
<PAGE>

                  (i) For so long as the Securities are outstanding, to furnish
         to the Underwriters and the Independent Underwriter, promptly upon
         written request, copies of any annual reports, quarterly reports and
         current reports filed by the Company with the Commission on Forms 10-K,
         10-Q and 8-K, or such other similar forms as may be designated by the
         Commission, and such other documents, reports and information as shall
         be furnished by the Company to the Trustee or to the holders of the
         Securities pursuant to the Indenture or the Exchange Act or any rule or
         regulation of the Commission thereunder;

                  (j) To promptly take from time to time such actions as the
         Underwriters may reasonably request to qualify the Securities for
         offering and sale under the securities or Blue Sky laws of such
         jurisdictions as the Underwriters may designate and to continue such
         qualifications in effect for so long as required for the resale of the
         Securities; and to arrange for the determination of the eligibility for
         investment of the Securities under the laws of such jurisdictions as
         the Underwriters may reasonably request; provided that the Company and
         its Subsidiaries shall not be obligated to qualify as foreign
         corporations in any jurisdiction in which they are not so qualified or
         to file a general consent to service of process in any jurisdiction;

                  (k) Not to, for so long as the Securities are outstanding, be
         or become, or be or become owned by, an open-end investment company,
         unit investment trust or face-amount certificate company that is or is
         required to be registered under Section 8 of the Investment Company
         Act, and to not be or become, or be or become owned by, a closed-end
         investment company required to be registered, but not registered
         thereunder;

                  (l) In connection with the offering of the Securities, until
         SSB on behalf of the Representatives on behalf of the Underwriters
         shall have notified the Company of the completion of the distribution
         of the Securities, not to, and to cause its affiliated purchasers (as
         defined in Regulation M under the Exchange Act) not to, either alone or
         with one or more other persons, bid for or purchase, for any account in
         which it or any of its affiliated purchasers has a beneficial interest,
         any Securities, or attempt to induce any person to purchase any
         Securities; and not to, and to cause its affiliated purchasers not to,
         make bids or purchase for the purpose of creating actual, or apparent,
         active trading in or of raising the price of the Securities;

                  (m) In connection with the offering of the Securities, to make
         its officers, employees, independent accountants and legal counsel
         reasonably available upon request by the Independent Underwriter or the
         Underwriters and to cooperate with the Independent Underwriter, the
         Underwriters and Underwriters' counsel with their due diligence review
         through the Closing Date;

                  (n) To furnish to each of the Underwriters and the Independent
         Underwriter on the date hereof a copy of each of the independent
         accountants' reports included in the Registration Statement signed by
         the accountants rendering such reports;

                  (o) To do and perform all things required to be done and
         performed by it under this Agreement that are within its control prior
         to or after the Closing Date, and to use its best efforts to satisfy
         all conditions precedent on its part to the delivery of the Securities;
<PAGE>

                  (p) To not take any action prior to the execution and delivery
         of the Indenture which, if taken after such execution and delivery,
         would have violated any of the covenants contained in the Indenture;

                  (q) To not take any action prior to the Closing Date which
         would require the Prospectus to be amended or supplemented pursuant to
         Section 4(c); and

                  (r) To apply the net proceeds from the sale of the Securities
         as set forth in the Prospectus under the heading "Use of Proceeds".

                  5. Conditions of Underwriters' Obligations. The respective
obligations of the several Underwriters and the Independent Underwriter
hereunder are subject to the accuracy, on and as of the date hereof and the
Closing Date, of the representations and warranties of the Company contained
herein, to the accuracy of the statements of the Company and its officers made
in any certificates delivered pursuant hereto, to the performance by the Company
of its obligations hereunder, to the condition (in the case of the Underwriters)
that the Independent Underwriter shall have furnished to the Underwriters the
letter referred to in clause (v) of Section 20(b) hereof and to each of the
following additional terms and conditions:

                  (a) The Prospectus and supplement referred to in Section 4(a)
         of this Agreement shall have been timely filed with the Commission in
         accordance with Section 4(a) of this Agreement. Prior to the Closing
         Date, no stop order suspending the effectiveness of the Registration
         Statement or any part thereof shall have been issued and no proceeding
         for that purpose shall have been initiated or threatened by the
         Commission; and any request of the Commission for inclusion of
         additional information in the Registration Statement or the Prospectus
         or otherwise shall have been complied with to the reasonable
         satisfaction of the Underwriters.

                  (b) The Prospectus (and any amendments or supplements thereto)
         shall have been printed and copies distributed to the Underwriters as
         promptly as practicable on or following the date of this Agreement or
         at such other date and time as to which the Underwriters may agree.

                  (c) None of the Underwriters shall have discovered and
         disclosed to the Company on or prior to the Closing Date that the
         Prospectus or any amendment or supplement thereto contains an untrue
         statement of a fact which, in the opinion of counsel for the
         Underwriters, is material or omits to state any fact which, in the
         opinion of such counsel, is material and is required to be stated
         therein or is necessary to make the statements therein not misleading.

                  (d) All corporate proceedings and other legal matters incident
         to the authorization, form and validity of each of this Agreement, the
         Indenture and the Securities (collectively, the "Transaction
         Documents") and the Prospectus, and all other legal matters relating to
         the Transaction Documents and the transactions contemplated thereby,
         shall be satisfactory in all material respects to the Underwriters, and
         the Company shall have furnished to the Underwriters all documents and
         information that they or their counsel may reasonably request to enable
         them to pass upon such matters.
<PAGE>

                  (e) The Underwriters shall have received on the Closing Date
         an opinion of Buchanan Ingersoll Professional Corporation, counsel for
         the Company, dated the Closing Date and addressed to the Underwriters,
         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 Prospectus;

                                    (ii) This Agreement has been duly
                  authorized, executed and delivered by the Company;

                                    (iii) The Securities have been duly
                  authorized and, when issued and delivered pursuant to this
                  Agreement, will have been duly executed, authenticated, issued
                  and delivered and will constitute valid and legally binding
                  obligations of the Company entitled to the benefits provided
                  by the Indenture and enforceable against the Company in
                  accordance with its terms, subject, as to enforcement, to
                  bankruptcy, insolvency, reorganization, moratorium and other
                  laws of general applicability relating to or affecting
                  creditors' rights and to general equity principles and further
                  except that (a) rights to contribution or indemnification may
                  be limited by the laws, rules or regulations of any
                  governmental authority or agency thereof or by public policy,
                  and (b) waivers as to usury, stay or extension laws may be
                  unenforceable; and the Securities and the Indenture conform in
                  all material respects to the descriptions thereof in the
                  Prospectus;

                                    (iv) The Indenture has been duly authorized,
                  executed and delivered by the Company and duly qualified under
                  the Trust Indenture Act, and assuming that the Indenture is a
                  valid and binding agreement of the Trustee, constitutes a
                  valid and legally binding instrument, enforceable in
                  accordance with its terms against the Company, subject, as to
                  enforcement, to bankruptcy, insolvency, reorganization,
                  moratorium and other laws of general applicability relating to
                  or affecting creditors' rights and to general equity
                  principles and further except that (a) rights to contribution
                  or indemnification may be limited by the laws, rules or
                  regulations of any governmental authority or agency thereof or
                  by public policy, and (b) waivers as to usury, stay or
                  extension laws may be unenforceable;

                                    (v) The Registration Statement has become
                  effective under the Securities Act and the Prospectus
                  (including the prospectus supplement contemplated by Section
                  4(a) hereof) was filed pursuant to Rule 424(b) of the Rules
                  and Regulations and, to our knowledge, no stop order
                  suspending the effectiveness of the Registration Statement has
                  been issued or proceeding for that purpose has been instituted
                  or threatened by the Commission;

                                    (vi) The Company has the corporate power and
                  authority to enter into the Underwriting Agreement and to
                  issue, sell and deliver the Securities as provided therein,
                  and the Underwriting Agreement has 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,
<PAGE>

                  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, if applicable, (D) waivers as to usury,
                  stay or extension laws may be unenforceable;

                                    (vii) The Registration Statement and the
                  Prospectus, 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
                  Securities Act, the Rules and Regulations and Trust Indenture
                  Act;

                                    (viii) The documents incorporated by
                  reference in the Prospectus (other than the financial
                  statements (and notes thereto) and related schedules therein,
                  as to which such counsel need express no opinion), when they
                  were filed with the Commission, complied as to form in all
                  material respects with the requirements of the Exchange Act
                  and the Rules and Regulations;

                                    (ix) Neither the issuance, sale or delivery
                  of the Securities, nor the execution, delivery or performance
                  of the Underwriting Agreement, or compliance by the Company
                  with all provisions of this Underwriting Agreement, the
                  Securities and the Indenture, nor consummation by the Company
                  of the transactions contemplated hereby 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 Prospectus;

                                    (x) The Company is not an "investment
                  company" or an entity "controlled" by an "investment company,"
                  as such terms are defined in the Investment Company Act;

                                    (xi) Except as set forth in the Prospectus,
                  there are no holders of securities of the Company who, by
                  reason of the execution by the Company of this Agreement or
                  the consummation by the Company of the transactions
                  contemplated thereby, have the right to request or demand that
<PAGE>

                  the Company register under the Securities Act securities held
                  by them;

                                    (xii) None of (A) the execution, delivery
                  and performance of this Agreement or (B) the issuance and sale
                  of the Securities and the application of the proceeds from the
                  issuance and sale of the Securities will violate Regulations
                  T, U or X promulgated by the Board of Governors of the Federal
                  Reserve System;

                                    (xiii) 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 that
                  has been issued that, in the case of clauses (i), (ii) and
                  (iii) above, (x) is required to be disclosed in the Prospectus
                  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; and

                                    (xiv) The statements set forth in the
                  Prospectus under the caption "Description of Notes," insofar
                  as they purport to constitute a summary of the terms of the
                  Securities, and under the caption "Certain United States Tax
                  Considerations," insofar as they purport to constitute a
                  summary of laws, governmental rules or regulations or
                  documents, are accurate in all material respects.

                  In addition, such counsel shall also state that such counsel
has participated in conferences with officers and representatives of the Company
and its subsidiaries, representatives of the independent public accountants for
the Company and the Underwriters at which the contents of the Registration
Statement and the Prospectus (including the Incorporated Documents) and related
matters were discussed and, although such counsel is not passing upon and does
not assume any responsibility for and has not verified the accuracy,
completeness or fairness of the statements contained in the Registration
Statement and the Prospectus, and has not made any independent check or
verification thereof, on the basis of the foregoing (relying as to materiality
to the extent such counsel deemed appropriate upon facts provided by officers
and other representatives of the Company), no facts have come to the attention
of such counsel that lead such counsel to believe that the Registration
Statement, as of the date it was declared effective, or the Prospectus, as of
its date or as of the Closing Date, in each case including the Incorporated
Documents, contained or contains any untrue statement of material fact or
omitted or omits to state any material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading (it being understood that such counsel need express no belief or
<PAGE>

opinion with respect to the financial statements and other financial and
statistical data included therein).

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

                  (f) The Underwriters shall have received on the Closing Date
         an opinion of Randall D. Fisher, Esq., General Counsel to the Company,
         dated the Closing Date and addressed to the Underwriters, to the effect
         that:

                                    (i) Except as set forth in the Prospectus,
                  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, Massachusetts, New
                  Hampshire, Vermont, Connecticut, Wyoming, Wisconsin, Indiana,
                  Alabama, Mississippi, Puerto Rico, Georgia, Idaho, Washington,
                  California, Maryland, Illinois, West Virginia, Florida, South
                  Carolina, Oklahoma, Kansas, Kentucky, Colorado, Maine,
                  Tennessee, Arizona, North Carolina and Montana (collectively,
                  the "Adelphia Jurisdictions") 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 the
                  Underwriters 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 the Adelphia Jurisdictions and the ordinances of
                  the jurisdiction'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 each of the Adelphia Jurisdictions and its
                  political subdivisions, if any, required for the consummations
                  of the transactions contemplated in this 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 the Adelphia Jurisdictions (other than Vermont)
                  against or affecting any of the Company or its subsidiaries,
                  or the business of the Company and its subsidiaries or, with
                  respect to Vermont, which if adversely determined would have a
                  Material Adverse Effect;

                                    (v) The statements in the Prospectus under
                  the headings "Risk Factors - We are Subject to Extensive
                  Regulation" and "Risk Factors - Competition," insofar as they
                  relate to the Company and its subsidiaries operations each of
                  the Adelphia Jurisdictions and purport to describe the
<PAGE>

                  provisions of the laws and documents referred to therein, are
                  accurate, complete and fair in all material respects; and

                                    (vi) Neither the execution and delivery of
                  the Underwriting Agreement nor the offering of the Securities
                  contemplated thereby will conflict with or result in a
                  violation of any order or regulation of each of the Adelphia
                  Jurisdictions 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) The Underwriters shall have received on the Closing Date
         an opinion of Colin H. Higgin, Esq., Deputy General Counsel to the
         Company, dated the Closing Date and addressed to the Underwriters, to
         the effect that:

                                    (i) None of the Company or its subsidiaries
                  is in violation of its certificate of incorporation, by-laws,
                  certificate of formation, limited liability company operating
                  agreement, 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
                  certificates of officers of the Company, provided that such
                  counsel shall state that he believes that both the
                  Underwriters 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 Prospectus) (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 the
                  Underwriters 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 Prospectus, 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
<PAGE>

                  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) The issue and sale of the Securities,
                  the compliance by the Company with all of the provisions of
                  the Securities, the Indenture and this Agreement, and the
                  consummation 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 certificates of incorporation, by-laws,
                  certificates of formation, limited liability company operating
                  agreements, certificates of limited partnership or 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; and

                                    (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 Securities or the consummation by the Company of
                  the transactions contemplated by the Underwriting Agreement or
                  the Indenture, except such consents, approvals,
                  authorizations, registrations or qualifications as may be
                  required under state securities or Blue Sky laws in connection
                  with the purchase and resale of the Securities by the
                  Underwriters.

                  In addition, such counsel shall also state that such counsel
has participated in conferences with officers and representatives of the Company
and its subsidiaries, representatives of the independent public accountants for
the Company and the Underwriters at which the contents of the Registration
Statement and the Prospectus (including the Incorporated Documents) and related
matters were discussed and, although such counsel is not passing upon and does
not assume any responsibility for and has not verified the accuracy,
completeness or fairness of the statements contained in the Registration
Statement and the Prospectus, and has not made any independent check or
verification thereof, on the basis of the foregoing (relying as to materiality
to the extent such counsel deemed appropriate upon facts provided by officers
and other representatives of the Company), no facts have come to the attention
of such counsel that lead such counsel to believe that the Registration
Statement, as of the date it was declared effective, or the Prospectus, as of
its date or as of the Closing Date, in each case including the Incorporated
Documents, contained or contains any untrue statement of material fact or
omitted or omits to state any material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading (it being understood that such counsel need express no belief or
<PAGE>

opinion with respect to the financial statements and other financial and
statistical data included therein).

                  (h) The Underwriters shall have received on the Closing Date
         an opinion of Fleischman & Walsh, P.C., special regulatory counsel for
         the Company and its subsidiaries, dated the Closing Date, and addressed
         to the Underwriters 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 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 and other than rate
                  proceedings, 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) 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 July 1 through December 31, 1997 accounting
                  period and ending with the July 1 through December 31, 2000
                  accounting period during which such Cable Systems have been
                  operated by the subsidiaries. We have not reviewed the
                  information or calculations contained in these Statements, and
                  express no opinion with respect to the accuracy thereof. Based
                  solely on material in counsel's file and material
                  representations provided by the Company, to the best of such
                  counsel's knowledge, there is no pending or threatened claim
                  against the Company or any of its subsidiaries for copyright
                  infringement or for non-payment of royalty fees nor does such
                  counsel know of any basis for such a claim.
<PAGE>

                                    (v) The Company has obtained all consents,
                  approvals and authorizations of the FCC, if any, required for
                  the consummation of the transactions contemplated in the
                  Underwriting 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.

                                    (vi) Neither the execution and delivery of
                  the Underwriting Agreement nor the offering of the Securities
                  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:

                                    (A) Under the Communications 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 license, or
                  transfer of control of an FCC licensee, requiring for its
                  consummation the prior consent of the FCC granted upon an
                  appropriate application thereof.

                                    (B) Under the Communications 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 Underwriting 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.

                                    (vii) 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 reasonably be expected to have
                  a materially adverse impact upon the cable television
                  operations of the Company and the subsidiaries taken as a
                  whole.

                                    (viii) In our opinion, the Statements in the
                  Prospectus under the headings "Risk Factors--We are Subject to
                  Extensive Regulation" and the statements incorporated in the
                  Prospectus by reference to (a) the Company's Annual Report on
                  Form 10-K for the year ended December 31, 2000, as amended by
                  Form 10-K/A under the headings "Business--Cable Television
                  Operations--Subscriber Services and Rates," "--Franchises,"
                  "--Cable Television Operations," "--Legislation and
                  Regulation," and "Management's Discussion and Analysis of
                  Financial Condition and Results of Operations--Regulatory and
                  Competitive Matters" and (b) the Company's Quarterly Report on
                  Form 10-Q for the quarter ended March 31, 2001 under the
                  heading "Management's Discussion and Analysis of Financial
                  Condition and Results of Operations - Regulatory and
                  Competitive Matters", insofar as they purport to describe the
                  provisions of the law referred to therein regarding the cable
                  television industry, are accurate, complete and fair in all
                  material respects.
<PAGE>

                  (i) The Underwriters shall have received from Latham &
         Watkins, counsel for the Underwriters, such opinion or opinions, dated
         the Closing Date, with respect to such matters as the Underwriters may
         reasonably require, and the Company shall have furnished to such
         counsel such documents and information as they request for the purpose
         of enabling them to pass upon such matters.

                  (j) The Company shall have furnished to the Underwriters a
         letter from each of Deloitte & Touche LLP and KPMG LLP, addressed to
         the Underwriters and dated as of the date of this Agreement and as of
         the Closing Date covering the matters previously requested by the
         Representatives, in form and substance satisfactory to the
         Representatives and their counsel in their sole discretion.

                  (k) The Company shall have furnished to the Underwriters a
         certificate, dated the Closing Date, of its chief executive officer and
         its chief financial officer stating that (A) such officers have
         carefully examined the Registration Statement and the Prospectus, (B)
         in their opinion, the Registration Statement and the Prospectus did not
         include any untrue statement of a material fact and did not omit to
         state a material fact required to be stated therein or necessary in
         order to make the statements therein, in the light of the circumstances
         under which they were made, not misleading, and no event has occurred
         which should have been set forth in a supplement or amendment to the
         Registration Statement and the Prospectus so that the Registration
         Statement and the Prospectus (as so amended or supplemented) would not
         include any untrue statement of a material fact and would not omit to
         state a material fact required to be stated therein or necessary in
         order to make the statements therein, in the light of the circumstances
         under which they were made, not misleading and (C) as of the Closing
         Date, the representations and warranties of the Company in this
         Agreement are true and correct in all material respects, the Company
         has complied with all agreements and satisfied all conditions on its
         part to be performed or satisfied hereunder on or prior to the Closing
         Date, no stop order suspending the effectiveness of the Registration
         Statement has been issued and no proceedings for that purpose have been
         instituted or, to the best of such officer's knowledge, are
         contemplated by the Commission, and subsequent to the date of the most
         recent financial statements contained in the Registration Statement and
         the Prospectus, there has been no material adverse change in the
         financial position or results of operation of the Company or any of its
         Subsidiaries, or any change, or any development including a prospective
         change, in or affecting the condition (financial or otherwise), results
         of operations, business or prospects of the Company and its
         Subsidiaries taken as a whole, except as set forth in the Prospectus.

                  (l) The Indenture shall have been duly executed and delivered
         by the Company and the Trustee, and the Securities shall have been duly
         executed and delivered by the Company and duly authenticated by the
         Trustee.

                  (m) If any event shall have occurred that requires the Company
         under Section 4(d) to prepare an amendment or supplement to the
         Prospectus, such amendment or supplement shall have been prepared, the
         Underwriters shall have been given a reasonable opportunity to comment
         thereon, and copies thereof shall have been delivered to the
         Underwriters reasonably in advance of the Closing Date.
<PAGE>

                  (n) Subsequent to the execution and delivery of this Agreement
         or, if earlier, the dates as of which information is given in the
         Registration Statement (exclusive of any amendment thereto) and the
         Prospectus (exclusive of any supplement thereto), there shall not have
         been any change, or any development involving a prospective change,
         that would have a Material Adverse Effect on the Company and
         Subsidiaries, taken as a whole, not contemplated by the Prospectus, the
         effect of which, is, in the judgment of a majority in interest of the
         Underwriters including the Representatives, so material and adverse as
         to make it impracticable or inadvisable to proceed with the public
         offering of the Securities on the terms and in the manner contemplated
         by this Agreement and the Prospectus (exclusive of any supplement
         thereto).

                  (o) No action shall have been taken and no statute, rule,
         regulation or order shall have been enacted, adopted or issued by any
         governmental agency or body which would, as of the Closing Date,
         prevent the issuance or sale of the Securities; and no injunction,
         restraining order or order of any other nature by any federal or state
         court of competent jurisdiction shall have been issued as of the
         Closing Date which would prevent the issuance or sale of the
         Securities.

                  (p) Subsequent to the execution and delivery of this
         Agreement, there shall not have occurred (i) any downgrading in the
         rating of any debt securities of the Company by any "nationally
         recognized statistical rating organization" (as defined for purposes of
         Rule 436(g) under the Securities Act), or any public announcement that
         any such organization has under surveillance or review its rating of
         any debt securities of the Company (other than an announcement with
         positive implications of a possible upgrading, and no implication of a
         possible downgrading, of such rating); (ii) any material suspension or
         material limitation of trading in securities generally on the New York
         Stock Exchange or the American Stock Exchange or any setting of minimum
         prices for trading on such exchange, or any suspension of trading of
         any securities of the Company on any exchange or in the
         over-the-counter market; (iii) any banking moratorium declared by U.S.
         Federal or New York authorities; or (iv) any outbreak or escalation of
         major hostilities in which the United States is involved, any
         declaration of war by Congress or any other substantial national or
         international calamity or emergency if, in the judgment of a majority
         in interest of the Underwriters including the Representatives, the
         effect of any such outbreak, escalation, declaration, calamity or
         emergency makes it impractical or inadvisable to proceed with
         completion of the public offering or the sale of and payment for the
         Securities.

                  All opinions, letters, evidence and certificates mentioned
above or elsewhere in this Agreement shall be deemed to be in compliance with
the provisions hereof only if they are in form and substance reasonably
satisfactory to counsel for the Underwriters.

                  6. Effectiveness and Termination. This Agreement shall become
effective upon the execution of this Agreement. The obligations of the
Underwriters and the Independent Underwriter hereunder may be terminated by the
Underwriters and the Independent Underwriter, respectively, in their absolute
discretion, by notice given to and received by the Company prior to delivery of
and payment for the Securities if, prior to that time, any of the events
described in Section 5 shall have occurred and be continuing.
<PAGE>

                  7. Defaulting Underwriters. If any Underwriter or Underwriters
default in their obligations to purchase the Securities hereunder on the Closing
Date and the aggregate principal amount of the Securities that such defaulting
Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of
the total principal amount of the Securities that the Underwriters are obligated
to purchase on such Closing Date, the Representatives may make arrangements
satisfactory to the Company for the purchase of such Securities by other
persons, including any of the Underwriters, but if no such arrangements are made
by such Closing Date, the non-defaulting Underwriters shall be obligated
severally, in proportion to their respective commitments hereunder, to purchase
the Securities that such defaulting Underwriters agreed but failed to purchase
on such Closing Date. If any Underwriter or Underwriters so default and the
aggregate principal amount of the Securities with respect to which such default
or defaults occur exceeds 10% of the total principal amount of the Securities
that the Underwriters are obligated to purchase on such Closing Date and
arrangements satisfactory to the Representatives and the Company for the
purchase of such Securities by other persons are not made within 36 hours after
such default, this Agreement will terminate without liability on the part of any
non-defaulting Underwriter or the Company, except as provided in Sections 8 and
9. As used in this Agreement, the term "Underwriter" includes any person
substituted for an Underwriter under this Section. Nothing herein will relieve a
defaulting Underwriter from liability for its default.

                  8. Reimbursement of Underwriters' Expenses. If (a) the Company
shall fail to tender the Securities for delivery to the Underwriters and the
Independent Underwriter for any reason permitted under this Agreement or (b) the
Underwriters and the Independent Underwriter shall decline to purchase the
Securities for any reason permitted under this Agreement, the Company shall
reimburse the Underwriters and the Independent Underwriter for such
out-of-pocket expenses (including reasonable fees and disbursements of counsel)
as shall have been reasonably incurred by the Underwriters and the Independent
Underwriter in connection with this Agreement and the proposed public offering
and sale of the Securities, and upon demand the Company shall pay the full
amount thereof to the Underwriters. If this Agreement is terminated pursuant to
Section 7 by reason of the default of one or more of the Underwriters, the
Company shall not be obligated to reimburse any defaulting Underwriter on
account of such expenses.

                  9. Indemnification and Contribution. (a) The Company shall
indemnify and hold harmless each Underwriter, its partners, directors and
officers and each person, if any, who controls such Underwriter within the
meaning of Section 15 of the Securities Act, against any losses, claims, damages
or liabilities, joint or several, to which such Underwriter may become subject,
under the Securities Act or otherwise, insofar as such losses, claims, damages
or liabilities (or actions in respect thereof) arise out of or are based upon
any untrue statement or alleged untrue statement of any material fact contained
in any Registration Statement, the Prospectus, or any amendment or supplement
thereto, or any related preliminary prospectus, or arise out of or are based
upon the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading,
and will reimburse each Underwriter for any legal or other expenses reasonably
incurred by such Underwriter in connection with investigating or defending any
such loss, claim, damage, liability or action as such expenses are incurred;
provided, however, that the Company will not be liable in any such case to the
extent that any such loss, claim, damage or liability arises out of or is based
upon an untrue statement or alleged untrue statement in or omission or alleged
omission from any of such documents in reliance upon and in conformity with
written information furnished to the Company by any Underwriter through the
<PAGE>

Representatives specifically for use therein, it being understood and agreed
that the only such information furnished by any Underwriter consists of the
information described as such in subsection (b) below.

                    (b) Each Underwriter will severally and not jointly
         indemnify and hold harmless the Company, its directors and officers and
         each person, if any who controls the Company within the meaning of
         Section 15 of the Securities Act, against any losses, claims, damages
         or liabilities to which the Company may become subject, under the
         Securities Act or otherwise, insofar as such losses, claims, damages or
         liabilities (or actions in respect thereof) arise out of or are based
         upon any untrue statement or alleged untrue statement of any material
         fact contained in any Registration Statement, the Prospectus, or any
         amendment or supplement thereto, or any related preliminary prospectus,
         or arise out of or are based upon the omission or the alleged omission
         to state therein a material fact required to be stated therein or
         necessary to make the statements therein not misleading, in each case
         to the extent, but only to the extent, that such untrue statement or
         alleged untrue statement or omission or alleged omission was made in
         reliance upon and in conformity with written information furnished to
         the Company by such Underwriter through the Representatives
         specifically for use therein, and will reimburse any legal or other
         expenses reasonably incurred by the Company in connection with
         investigating or defending any such loss, claim, damage, liability or
         action as such expenses are incurred, it being understood and agreed
         that the only such information furnished by any Underwriter consists of
         the following information in the Prospectus furnished on behalf of each
         Underwriter: the second paragraph, the second sentence of the third
         paragraph, the fourth paragraph, the fifth paragraph and the sixth
         paragraph under the caption "Underwriting."

                    (c) The Company also agrees to indemnify and hold harmless
         CIBC World Markets Corp. ("CIBC") and each person, if any, who controls
         CIBC within the meaning of either Section 15 of the Securities Act, or
         Section 20 of the Exchange Act, from and against any and all loses,
         claims, damages, liabilities and judgments incurred as a result of
         CIBC's participation as a "qualified independent underwriter" within
         the meaning of Rule 2720 of the National Association of Securities
         Dealers' Conduct Rules in connection with the offering of the
         Securities, except for any losses, claims, damages, liabilities, and
         judgments resulting from CIBC's, or such controlling person's, willful
         misconduct.

                    (d) Promptly after receipt by an indemnified party under
         this Section of notice of the commencement of any action, such
         indemnified party will, if a claim in respect thereof is to be made
         against the indemnifying party under subsection (a), (b) or (c) above,
         notify the indemnifying party of the commencement thereof; but the
         omission so to notify the indemnifying party will not relieve it from
         any liability which it may have to any indemnified party otherwise than
         under subsection (a), (b) or (c) above. In case any such action is
         brought against any indemnified party and it notifies the indemnifying
         party of the commencement thereof, the indemnifying party will be
         entitled to participate therein and, to the extent that it may wish,
         jointly with any other indemnifying party similarly notified, to assume
         the defense thereof, with counsel satisfactory to such indemnified
         party (who shall not, except with the consent of the indemnified party,
         be counsel to the indemnifying party), and after notice from the
         indemnifying party to such indemnified party of its election so to
         assume the defense thereof, the indemnifying party will not be liable
         to such indemnified party under this Section for any legal or other
<PAGE>

         expenses subsequently incurred by such indemnified party in connection
         with the defense thereof other than reasonable costs of investigation.
         No indemnifying party shall, without the prior written consent of the
         indemnified party, effect any settlement of any pending or threatened
         action in respect of which any indemnified party is or could have been
         a party and indemnity could have been sought hereunder by such
         indemnified party unless such settlement (i) includes an unconditional
         release of such indemnified party from all liability on any claims that
         are the subject matter of such action and (ii) does not include a
         statement as to, or an admission of, fault, culpability or a failure to
         act by or on behalf of an indemnified party. The indemnifying party
         shall not be liable in any one claim or action or separate but
         substantially similar or related claims or actions in the same
         jurisdiction for the expenses of more than one separate counsel in
         additional to local counsel.

                    (e) If the indemnification provided for in this Section is
         unavailable or insufficient to hold harmless an indemnified party under
         subsection (a) or (b) above, then each indemnifying party shall
         contribute to the amount paid or payable by such indemnified party as a
         result of the losses, claims, damages or liabilities referred to in
         subsection (a), (b) or (c) above (i) in such proportion as is
         appropriate to reflect the relative benefits received by each party to
         this agreement from the offering of the Securities or (ii) if the
         allocation provided by clause (i) above is not permitted by applicable
         law, in such proportion as is appropriate to reflect not only the
         relative benefits referred to in clause (i) above but also the relative
         fault of each party to this agreement in connection with the statements
         or omissions which resulted in such losses, claims, damages or
         liabilities as well as any other relevant equitable considerations. The
         relative benefits received by the Company and the Underwriters 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
         Underwriters. The relative fault shall be determined by reference to,
         among other things, whether the untrue or alleged untrue statement of a
         material fact or the omission or alleged omission to state a material
         fact relates to information supplied by the Company on one hand or the
         Underwriters on the other and the parties' relative intent, knowledge,
         access to information and opportunity to correct or prevent such untrue
         statement or omission. The amount paid by an indemnified party as a
         result of the losses, claims, damages or liabilities referred to in the
         first sentence of this subsection (d) shall be deemed to include any
         legal or other expenses reasonably incurred by such indemnified party
         in connection with investigating or defending any action or claim which
         is the subject of this subsection (d). Notwithstanding the provisions
         of this subsection (d), no Underwriter shall be required to contribute
         any amount in excess of the amount by which the total price at which
         the Securities underwritten by it and distributed to the public were
         offered to the public exceeds the amount of any damages which such
         Underwriter 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 Securities Act) shall be entitled to contribution from any
         person who was not guilty of such fraudulent misrepresentation. The
         Underwriters' obligations in this subsection (d) to contribute are
         several in proportion to their respective underwriting obligations and
         not joint.

                    (f) The obligations of the Company under this Section shall
         be in addition to any liability which the Company may otherwise have
         and shall extend, upon the same terms and conditions, to each person,
         if any, who controls any Underwriter within the meaning of the Act; and
<PAGE>

         the obligations of the Underwriters under this Section shall be in
         addition to any liability which the respective Underwriters may
         otherwise have and shall extend, upon the same terms and conditions, to
         each director of the Company, to each officer of the Company who has
         signed a Registration Statement and to each person, if any, who
         controls the Company within the meaning of the Securities Act.

                  10. Persons Entitled to Benefit of Agreement. This Agreement
shall inure to the benefit of and be binding upon the Underwriters, the
Independent Underwriter, the Company and their respective successors. This
Agreement and the terms and provisions hereof are for the sole benefit of only
those persons, except as provided in Sections 9 and 12 with respect to
affiliates, officers, directors, employees, representatives, agents and
controlling persons of the Company, the Independent Underwriter and the
Underwriters. Nothing in this Agreement is intended or shall be construed to
give any person, other than the persons referred to in this Section 10, any
legal or equitable right, remedy or claim under or in respect of this Agreement
or any provision contained herein.

                  11. Expenses. The Company agrees with the Underwriters and the
Independent Underwriter to pay (a) the costs incident to the authorization,
issuance, sale, preparation and delivery of the Securities and any taxes payable
in that connection; (b) the costs incident to the preparation, printing and
filing under the Securities Act of the Registration Statement and any amendments
and exhibits thereto; (c) the costs of printing and distributing the
Registration Statement as originally filed and each amendment thereto and any
post-effective amendments thereof (including, in each case, exhibits) and the
Prospectus and any amendment or supplement thereto, all as provided in this
Agreement; (d) the costs of printing, reproducing and distributing the
Indenture, this Agreement and any underwriting and selling group documents; (e)
the filing fees incident to securing any required review by the National
Association of Securities Dealers, Inc. of the terms of sale of the Securities;
(f) the fees and expenses of the Company's counsel and independent accountants;
(g) the fees and expenses of preparing, printing and distributing Blue Sky
Memoranda (including related fees and expenses of counsel to the Underwriters);
(h) the transportation and other expenses incurred by or on behalf of Company
representatives in connection with presentations to prospective purchasers of
the Securities; (i) any fees charged by rating agencies for rating the
Securities; (j) all fees and expenses of the Trustee and any paying agent
(including related fees and expenses of any counsel to such parties); and (k)
all other costs and expenses incident to the performance of the obligations of
the Company under this Agreement; provided that, except as provided in this
Section 11 and Section 8, the Underwriters shall pay their own costs and
expenses.

                  12. Survival. The respective indemnities, rights of
contribution, representations, warranties and agreements of the Company, the
Independent Underwriter and the Underwriters contained in this Agreement or made
by or on behalf of the Company, the Independent Underwriter or the Underwriters
pursuant to this Agreement or any certificate delivered pursuant hereto shall
survive the delivery of and payment for the Securities and shall remain in full
force and effect, regardless of any termination or cancellation of this
Agreement or any investigation made by or on behalf of any of them or any of
their respective affiliates, officers, directors, employees, representatives,
agents or controlling persons.

                  13. Notices, etc. All statements, requests, notices and
agreements hereunder shall be in writing, and:
<PAGE>

                  (a) if to the Underwriters, shall be delivered or sent by mail
         or telecopy transmission to Salomon Smith Barney Inc., 388 Greenwich
         Street, New York, New York 10013, Attention: Registration Department
         (telecopier no.: (212) 783-2195) and Banc of America Securities LLC,
         West 57th Street, 40th Floor, New York, New York 10019, Attention: High
         Yield Capital Markets (telecopier no.: (212) 847-5036), as
         Representatives of the Underwriters, with a copy to Latham & Watkins,
         885 Third Avenue, Suite 1000, New York, New York 10022, Attention:
         Robert A. Zuccaro (telecopier no.: (212) 751-4864);

                  (b) if to the Independent Underwriter, shall be delivered or
         sent by mail or telecopy transmission to CIBC World Markets Corp., 425
         Lexington Avenue, 5th Floor, New York, New York 10017, Attention: Neal
         Thomas (telecopier no.: (212) 885-4952); or

                  (c) if to the Company, shall be delivered or sent by mail or
         telecopy transmission to the address of the Company set forth in the
         Registration Statement, Attention: Chief Financial Officer (telecopier
         no.: (814) 274-7098).

Any such statements, requests, notices or agreements shall take effect at the
time of receipt thereof. The Company shall be entitled to act and rely upon any
request, consent, notice or agreement given or made on behalf of the
Underwriters by the Representatives.

                  14. Definition of Terms. For purposes of this Agreement, (a)
the term "business day" means any day on which the New York Stock Exchange, Inc.
is open for trading and (b) the term "subsidiary" has the meaning set forth in
Rule 405 under the Securities Act.

                  15. Representation of Underwriters. The Representatives will
act for the several Underwriters in connection with this financing, and any
action under this Agreement taken by the Representatives jointly will be binding
upon all the Underwriters.

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

                  17. Counterparts. This Agreement may be executed in one or
more counterparts (which may include counterparts delivered by telecopier) and,
if executed in more than one counterpart, the executed counterparts shall each
be deemed to be an original, but all such counterparts shall together constitute
one and the same instrument.

                  18. Amendments. No amendment or waiver of any provision of
this Agreement, nor any consent or approval to any departure therefrom, shall in
any event be effective unless the same shall be in writing and signed by the
parties hereto.

                  19. Headings. The headings herein are inserted for convenience
of reference only and are not intended to be part of, or to affect the meaning
or interpretation of, this Agreement.

                  20. Independent Underwriter.

                  (a) The Company hereby confirms its engagement of the services
of the Independent Underwriter as, and the Independent Underwriter hereby
confirms its agreement with the Company to render services as, a "qualified
independent underwriter" within the meaning of Section b(15) of Rule 2720 with
respect to the offering and sale of the Securities.
<PAGE>

                  (b) The Independent Underwriter hereby represents and warrants
to, and agrees with, the Company and the Underwriters that with respect to the
offering and sale of the Securities as described in the Prospectus:

                                    (i) The Independent Underwriter constitutes
                  a "qualified independent underwriter" within the meaning of
                  Section b(15) of Rule 2720;

                                    (ii) The Independent Underwriter has
                  conducted due diligence in respect thereto;

                                    (iii) The Independent Underwriter has
                  undertaken the legal responsibilities and liabilities of an
                  underwriter under the Securities Act specifically including
                  those inherent in Section 11 thereof;

                                    (iv) The Independent Underwriter recommends,
                  as of the date of the execution and delivery of this
                  Agreement, that the yield on the Securities be not less than
                  10.25% (corresponding to an initial public offering price of
                  100.00%); and

                                    (v) Subject to the provisions of Section 5
                  hereof, the Independent Underwriter will furnish to the
                  Underwriters on the Closing Date a letter, dated the Closing
                  Date, in form and substance satisfactory to the Underwriters,
                  to the effect of clauses (i) through (iv) above.

                  (c) The Independent Underwriter hereby agrees with the Company
and the Underwriters that, as part of its services hereunder, in the event of
any amendment or supplement to the Prospectus, the Independent Underwriter will
render services as a "qualified independent underwriter" within the meaning of
Section (b)(15) of Rule 2720 with respect to the offering and sale of the
Securities as described in the Prospectus as so amended or supplemented that are
substantially the same as those services being rendered with respect to the
offering and sale of the Securities as described in the Prospectus (including
those described in subsection (b) above).

                  (d) The Company and the Independent Underwriter agree that the
Independent Underwriter will provide its services in its capacity as Independent
Underwriter hereunder without compensation other than such compensation that the
Independent Underwriter may receive as an Underwriter hereunder.

                  (e) The Independent Underwriter hereby consents to the
references to it as set forth under the caption "Underwriting" in the Prospectus
and in any amendment or supplement thereto made in accordance with Section 4
hereof.

                            [Signature Pages Follow]



<PAGE>

                  If the foregoing is in accordance with your understanding of
our agreement, kindly sign and return to us a counterpart hereof, whereupon this
instrument will become a binding agreement among each of the Company, the
Independent Underwriter and the several Underwriters in accordance with its
terms.

                                             Very truly yours,

                                             ADELPHIA COMMUNICATIONS CORPORATION


                                             By: /s/ Timothy J. Rigas
                                             Name: Timothy J. Rigas
                                             Title: Executive Vice President

<PAGE>
The foregoing Underwriting Agreement
is hereby confirmed and accepted as of
the date first above written:

SALOMON SMITH BARNEY INC.
BANC OF AMERICA SECURITIES LLC
as Representatives of the Underwriters listed on
Schedule 1 hereto


By: SALOMON SMITH BARNEY INC.


By: /s/ Christopher L. Clipper
     Name: Christopher L.Clipper
     Title: Vice President


By: BANC OF AMERICA SECURITIES LLC


By: /s/ Jack Ferrell
     Name: Jack Ferrell
     Title: Vice President


The foregoing Underwriting Agreement
is hereby confirmed and accepted as of
the date first above written:

CIBC World Markets Corp.
Acting as Independent Underwriter



By /s/ Anthony Madonia
    Name: Anthony Madonia
    Title: Associate

<PAGE>
                                                                      SCHEDULE 1




     Name of Underwriter                      Principal Amount of Securities
     -------------------                      ------------------------------
Salomon Smith Barney Inc.                              $350,000,000
Banc of America Securities LLC                         $350,000,000
CIBC World Markets Corp.                                $50,000,000
BMO Nesbitt Burns Corp.                                 $50,000,000
Credit Suisse First Boston Corporation                  $50,000,000
Deutsche Banc Alex. Brown Inc.                          $50,000,000
J.P. Morgan Securities Inc.                             $50,000,000
TD Securities (USA) Inc.                                $50,000,000
TOTAL                                                $1,000,000,000
</TEXT>
</DOCUMENT>
