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                                                                    EXHIBIT 10.4


                                                        EXECUTION/CONFORMED COPY






                        NORTHLAND CABLE TELEVISION, INC.,
                                    as Issuer


                           NORTHLAND CABLE NEWS, INC.,
                                  as Guarantor



                                  $100,000,000

                   10 1/4% Senior Subordinated Notes due 2007

                               Purchase Agreement

                                November 6, 1997








                         BANCAMERICA ROBERTSON STEPHENS


                       FIRST CHICAGO CAPITAL MARKETS, INC.


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                                  $100,000,000

                   10 1/4% Senior Subordinated Notes due 2007

                                       of

                        NORTHLAND CABLE TELEVISION, INC.

                               PURCHASE AGREEMENT


                                                                November 6, 1997


BANCAMERICA ROBERTSON STEPHENS
FIRST CHICAGO CAPITAL MARKETS, INC.

c/o  BancAmerica Robertson Stephens
     231 South LaSalle Street
     Chicago, IL 60697

Dear Sirs:

            Northland Cable Television, Inc., a Washington corporation (the
"Company"), proposes to issue and sell to BancAmerica Robertson Stephens and
First Chicago Capital Markets, Inc. (each, an "Initial Purchaser" and
collectively the "Initial Purchasers") $100,000,000 aggregate principal amount
of its 10 1/4% Senior Subordinated Notes due 2007 (the "Series A Notes"),
subject to the terms and conditions set forth herein. The Series A Notes are to
be issued pursuant to an indenture (the "Indenture") to be dated as of the
Closing Date (as defined below), among the Company, the Guarantor (as defined
below) and Harris Trust Company of California, as trustee (the "Trustee"). The
Series A Notes and the Series B Notes (as defined below) issuable in exchange
therefor are collectively referred to herein as the "Notes". The Notes will be
guaranteed (the "Subsidiary Guarantee") by Northland Cable News, Inc., a
Washington corporation (the "Guarantor"). Capitalized terms used but not defined
herein shall have the meanings given to such terms in the Indenture.

            1.    OFFERING MEMORANDUM. The Series A Notes will be offered and
sold to the Initial Purchasers pursuant to one or more exemptions from the
registration requirements under the Securities Act of 1933, as amended (the
"Securities Act"). The Company and the Guarantor have prepared a preliminary
offering memorandum dated October 22, 1997 (the "Preliminary Offering
Memorandum") and a final offering memorandum dated November 6, 1997 (the
"Offering Memorandum") relating to the Series A Notes and the Subsidiary
Guarantee.

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


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            "THE NOTE (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY
      ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE
      UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
      AND THE NOTE EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE
      TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION
      THEREFROM. EACH PURCHASER OF THE NOTE EVIDENCED HEREBY IS HEREBY NOTIFIED
      THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF
      SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE
      HOLDER OF THE NOTE EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE COMPANY
      THAT (A) SUCH NOTE MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY
      (1) BY AN INITIAL PURCHASER (a) TO A PERSON WHOM THE SELLER REASONABLY
      BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER
      THE SECURITIES ACT), PURCHASING FOR ITS OWN ACCOUNT IN A TRANSACTION
      MEETING THE REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT, (b)
      OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN A TRANSACTION MEETING THE
      REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES
      ACT, (c) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
      ACT PROVIDED BY RULE 144 THEREUNDER (IF APPLICABLE) OR IN ACCORDANCE WITH
      ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
      (AND BASED UPON AN OPINION OF COUNSEL IF THE COMPANY SO REQUESTS), (d) TO
      THE COMPANY, (e) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
      SECURITIES ACT OR (f) TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A
      TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
      ACT, AND (2) BY SUBSEQUENT PURCHASERS, AS SET FORTH IN (1)(a) THROUGH (e)
      ABOVE, AND IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS
      OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND
      (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY
      PURCHASER OF THE NOTE EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET
      FORTH IN (A) ABOVE. NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY
      OF THE EXEMPTION PROVIDED BY RULE 144 FOR RESALE OF THE SECURITY EVIDENCED
      HEREBY."

            2.    AGREEMENTS TO SELL AND PURCHASE. On the basis of the
representations, warranties and covenants contained in this Agreement, and
subject to the terms and conditions contained herein, the Company agrees to
issue and sell to the Initial Purchasers, and the Initial Purchasers agree,
severally and not jointly, to purchase from the Company, the principal amounts
of Series A Notes set forth opposite the name of such Initial Purchaser on
Schedule A hereto at a purchase price equal to 97.125% of the principal amount
thereof (the "Purchase Price").

            3.    TERMS OF OFFERING. The Initial Purchasers have advised the
Company that the Initial Purchasers will make offers (the "Exempt Resales") of
the Series A Notes purchased hereunder on 


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the terms set forth in the Offering Memorandum, as amended or supplemented,
solely to (i) persons whom the Initial Purchasers reasonably believe to be
"qualified institutional buyers" as defined in Rule 144A under the Securities
Act ("QIBs"), (ii) not more than ten other institutional "accredited investors,"
as defined in Rule 501(a) (1), (2), (3) or (7) under the Securities Act, that
make certain representations and agreements to the Company (each, an "Accredited
Institution"), and (iii) to persons permitted to purchase the Series A Notes in
offshore transactions in reliance upon Regulation S under the Securities Act
(each, a "Regulation S Purchaser") (such persons specified in clauses (i), (ii)
and (iii) being referred to herein as the "Eligible Purchasers"). The Initial
Purchasers will offer the Series A Notes to Eligible Purchasers initially at a
price equal to 100% of the principal amount thereof. Such price may be changed
at any time without notice. 

            Holders (including subsequent transferees) of the Series A Notes
will have the registration rights set forth in the registration rights agreement
(the "Registration Rights Agreement"), to be dated the Closing Date, in
substantially the form of Exhibit A hereto, for so long as such Series A Notes
constitute "Transfer Restricted Securities" (as defined in the Registration
Rights Agreement). Pursuant to the Registration Rights Agreement, the Company
and the Guarantor will agree to file with the Securities and Exchange Commission
(the "Commission") under the circumstances set forth therein, (i) a registration
statement under the Securities Act (the "Exchange Offer Registration Statement")
relating to the Company's 10 1/4% Series B Senior Subordinated Notes due 2007
(the "Series B Notes"), to be offered in exchange for the Series A Notes (such
offer to exchange being referred to as the "Exchange Offer") and the Subsidiary
Guarantee thereof and, in certain circumstances, (ii) a shelf registration
statement pursuant to Rule 415 under the Securities Act (the "Shelf Registration
Statement" and, together with the Exchange Offer Registration Statement, the
"Registration Statements") relating to the resale by certain holders of the
Series A Notes and to use their best efforts to cause such Registration
Statements to be declared and remain effective and usable for the periods
specified in the Registration Rights Agreement and to consummate the Exchange
Offer. This Agreement, the Indenture, the Notes, the Subsidiary Guarantee and
the Registration Rights Agreement are hereinafter sometimes referred to
collectively as the "Operative Documents".

            4.    DELIVERY AND PAYMENT.

                  (a)   Delivery of, and payment of the Purchase Price for, the
Series A Notes shall be made at the offices of the Trustee in New York, New
York. Delivery of other documents called for by this Agreement and otherwise in
connection with the issuance, sale and delivery of the Notes shall be made at
the offices of Latham & Watkins, 505 Montgomery Street, Suite 1900, San
Francisco, California 94111, or such other location as may be mutually
acceptable. Such delivery and payment shall be made at 9:00 a.m. San Francisco
time, on November 12, 1997 or at such other time as shall be agreed upon by the
Initial Purchasers and the Company. The time and date of such delivery and the
payment are herein called the "Closing Date".

                  (b)   One or more of the Series A Notes in definitive global
form, registered in the name of Cede & Co., as nominee of the Depository Trust
Company ("DTC"), having an aggregate principal amount corresponding to the
aggregate principal amount of the Series A Notes (collectively, the "Global
Note"), shall be delivered by the Company to the Initial Purchasers (or as the
Initial Purchasers direct) in each case with any transfer taxes thereon duly
paid by the Company against payment by the Initial Purchasers of the Purchase
Price thereof by wire transfer in same day funds to the order of the 


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Company. The Global Note shall be made available to the Initial Purchasers for
inspection not later than 9:30 a.m., San Francisco time, on the business day
immediately preceding the Closing Date.

            5.    AGREEMENTS OF THE COMPANY AND THE GUARANTOR. Each of the
Company and the Guarantor, jointly and severally, hereby agrees with each of the
Initial Purchasers as follows:

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

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

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

                  (d)   If, during the period referred to in Section 5(c) above,
any event shall occur or condition shall exist as a result of which, in the
opinion of counsel to the Initial Purchasers, it becomes necessary to amend or
supplement the Offering Memorandum in order to make the statements therein, in
the light of the circumstances when such Offering Memorandum is delivered to an
Eligible Purchaser, not misleading, or if, in the opinion of counsel to the
Initial Purchasers, it is necessary to amend 


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or supplement the Offering Memorandum to comply with any applicable law,
forthwith to prepare an appropriate amendment or supplement to such Offering
Memorandum so that the statements therein, as so amended or supplemented, will
not, in the light of the circumstances when it is so delivered, be misleading,
or so that such Offering Memorandum will comply with applicable law, and to
furnish to the Initial Purchasers and such other persons as the Initial
Purchasers may designate such number of copies thereof as the Initial Purchasers
may reasonably request.

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

                  (f)   So long as the Notes are outstanding, whether or not
required by the rules and regulations of the Commission, the Company will
furnish or cause to be furnished promptly to the holders of the Notes (i) all
quarterly and annual financial information that would be required to be
contained in a filing with the Commission on Forms 10-Q and 10-K if the Company
were required to file such Forms, including a "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and, with respect to
the annual information only, a report thereon by the Company's certified
independent accountants and (ii) all current reports that would be required to
be filed with the Commission on Form 8-K if the Company were required to file
such reports. In addition, whether or not required by the rules and regulations
of the Commission, the Company shall file a copy of all such information and
reports with the Commission for public availability (unless the Commission will
not accept such a filing) and make such information available to the securities
analysts and prospective investors upon request. In addition, the Company shall,
for so long as any Notes remain outstanding, furnish to the holders of the Notes
and to securities analysts and prospective investors, upon their request, the
information required to be delivered pursuant to Rule 144A(d)(4) under the
Securities Act.

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

                  (h)   So long as any of the Series A Notes remain outstanding
and during any period in which the Company and the Guarantor are not subject to
Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), to make available to any holder of Series A 


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<PAGE>   7
Notes in connection with any sale thereof and any prospective purchaser of such
Series A Notes from such holder the information ("Rule 144A Information")
required by Rule 144A(d)(4) under the Securities Act.

                  (i)   Whether or not the transactions contemplated in this
Agreement are consummated or this Agreement is terminated, to pay or cause to be
paid all expenses incident to the performance of the obligations of the Company
and the Guarantor under this Agreement, including: (i) the fees, disbursements
and expenses of counsel to the Company and the Guarantor and accountants of the
Company and the Guarantor in connection with the sale and delivery of the Series
A Notes to the Initial Purchasers and pursuant to Exempt Resales, and all other
fees or expenses in connection with the preparation, printing, filing and
distribution of the Preliminary Offering Memorandum, the Offering Memorandum and
all amendments and supplements to any of the foregoing (including financial
statements) specified in Section 5(b) and 5(c) prior to or during the period
specified in Section 5(c), including the mailing and delivering of copies
thereof to the Initial Purchasers and persons designated by it in the quantities
specified herein, (ii) all costs and expenses related to the transfer and
delivery of the Series A Notes to the Initial Purchasers and pursuant to Exempt
Resales, including any transfer or other taxes payable thereon, (iii) all costs
of printing or producing this Agreement, the other Operative Documents and any
other agreements or documents in connection with the offering, purchase, sale or
delivery of the Series A Notes, (iv) all expenses in connection with the
registration or qualification of the Series A Notes and the Subsidiary Guarantee
for offer and sale under the securities or Blue Sky laws of the several states
and all costs of printing or producing any preliminary and supplemental Blue Sky
memoranda in connection therewith (including the filing fees and fees and
disbursements of Latham & Watkins in connection with such registration or
qualification and memoranda relating thereto), (v) the cost of printing
certificates representing the Series A Notes and the Subsidiary Guarantee, (vi)
all expenses and listing fees in connection with the application for quotation
of the Series A Notes in the National Association of Securities Dealers, Inc.
("NASD") Automated Quotation System - PORTAL ("PORTAL"), (vii) the fees and
expenses of the Trustee and the Trustee's counsel in connection with the
Indenture, the Notes and the Subsidiary Guarantee, (viii) the costs and charges
of any transfer agent, registrar and/or depository (including DTC), (ix) any
fees charged by rating agencies for the rating of the Notes, (x) all costs and
expenses of the Exchange Offer and any Registration Statement, as set forth in
the Registration Rights Agreement and any legal opinions and other related
documentation delivered in connection with the consummation of the Exchange
Offer, and (xi) and all other costs and expenses incident to the performance of
the obligations of the Company and the Guarantor hereunder for which provision
is not otherwise made in this Section. Except as otherwise provided by or
contemplated by this Agreement, the Initial Purchasers shall pay all of their
own fees and expenses, including fees and expenses of their counsel, transfer
taxes, if any, upon resale of the Notes, and any other expense incurred by the
Initial Purchasers in connection with any offers or resales made by the Initial
Purchasers.

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

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


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<PAGE>   8
                  (l)   During the period beginning on the date hereof and
continuing to and including the Closing Date, not to offer, sell, contract to
sell or otherwise transfer or dispose of any debt securities of the Company or
the Guarantor or any warrants, rights or options to purchase or otherwise
acquire debt securities of the Company or the Guarantor substantially similar to
the Notes and the Subsidiary Guarantee (other than (i) the Notes and the
Subsidiary Guarantee and (ii) commercial paper issued in the ordinary course of
business), without the prior written consent of the Initial Purchasers.

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

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

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

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

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

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


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


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<PAGE>   9
                  (b)   Each of the Company and its subsidiaries has been duly
incorporated, is validly existing as a corporation in good standing under the
laws of its jurisdiction of incorporation and has the corporate power and
authority to carry on its business as described in the Preliminary Offering
Memorandum and the Offering Memorandum and to own, lease and operate its
properties, and each is duly qualified and is in good standing as a foreign
corporation authorized to do business in each jurisdiction in which the nature
of its business or its ownership or leasing of property requires such
qualification, except where the failure to be so qualified would not have a
material adverse effect on the business, prospects, financial condition or
results of operations of the Company and its subsidiaries, taken as a whole (a
"Material Adverse Effect").

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

                  (d)   The entities listed on Schedule B hereto are the only
subsidiaries, direct or indirect, of the Company. All of the outstanding shares
of capital stock of each of the Company's subsidiaries have been duly authorized
and validly issued and are fully paid and non-assessable, and are owned by the
Company, directly or indirectly through one or more subsidiaries, free and clear
of any security interest, claim, lien, encumbrance or adverse interest of any
nature (each, a "Lien"), except as such stock may be pledged pursuant to the
Senior Credit Facility (as defined in the Offering Memorandum).

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

                  (f)   The Indenture has been duly authorized by the Company
and the Guarantor and, on the Closing Date, will have been validly executed and
delivered by the Company and the Guarantor. When the Indenture has been duly
executed and delivered by the Company and the Guarantor, the Indenture will be a
valid and binding agreement of the Company and the Guarantor, enforceable
against the Company and the Guarantor in accordance with its terms except as (i)
the enforceability thereof may be limited by bankruptcy, insolvency or similar
laws affecting creditors' rights generally and (ii) rights of acceleration and
the availability of equitable remedies may be limited by equitable principles of
general applicability. On the Closing Date, the Indenture will conform in all
material respects to the requirements of the Trust Indenture Act of 1939, as
amended (the "TIA" or "Trust Indenture Act"), and the rules and regulations of
the Commission applicable to an indenture which is qualified thereunder.

                  (g)   The Series A Notes have been duly authorized and, on the
Closing Date, will have been validly executed and delivered by the Company. When
the Series A Notes have been issued, executed and authenticated in accordance
with the provisions of the Indenture and delivered to and paid for by the
Initial Purchasers in accordance with the terms of this Agreement, the Series A
Notes will be entitled to the benefits of the Indenture and will be valid and
binding obligations of the Company, enforceable in accordance with their terms
except as (i) the enforceability thereof may be limited by bankruptcy,
insolvency or similar laws affecting creditors' rights generally and (ii) rights
of acceleration and the availability of equitable remedies may be limited by
equitable principles of general applicability. On the Closing Date, the Series A
Notes will conform as to legal matters to the description thereof contained in
the Offering Memorandum.


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<PAGE>   10
                  (h)   On the Closing Date, the Series B Notes will have been
duly authorized by the Company. When the Series B Notes are issued, executed and
authenticated in accordance with the terms of the Exchange Offer and the
Indenture, the Series B Notes will be entitled to the benefits of the Indenture
and will be the valid and binding obligations of the Company, enforceable
against the Company in accordance with their terms, except as (i) the
enforceability thereof may be limited by bankruptcy, insolvency or similar laws
affecting creditors' rights generally and (ii) rights of acceleration and the
availability of equitable remedies may be limited by equitable principles of
general applicability.

                  (i)   The Subsidiary Guarantee to be endorsed on the Series A
Notes by the Guarantor has been duly authorized by the Guarantor and, on the
Closing Date, will have been duly executed and delivered by the Guarantor. When
the Series A Notes have been issued, executed and authenticated in accordance
with the Indenture and delivered to and paid for by the Initial Purchasers in
accordance with the terms of this Agreement, the Subsidiary Guarantee of the
Guarantor endorsed thereon will be entitled to the benefits of the Indenture and
will be the valid and binding obligation of the Guarantor, enforceable against
the Guarantor in accordance with its terms, except as (i) the enforceability
thereof may be limited by bankruptcy, insolvency or similar laws affecting
creditors' rights generally and (ii) rights of acceleration and the availability
of equitable remedies may be limited by equitable principles of general
applicability. On the Closing Date, the Subsidiary Guarantee to be endorsed on
the Series A Notes will conform as to legal matters to the description thereof
contained in the Offering Memorandum.

                  (j)   The Subsidiary Guarantee to be endorsed on the Series B
Notes by the Guarantor has been duly authorized by the Guarantor and, when
issued, will have been duly executed and delivered by the Guarantor. When the
Series B Notes have been issued, executed and authenticated in accordance with
the terms of the Exchange Offer and the Indenture, the Subsidiary Guarantee of
the Guarantor endorsed thereon will be entitled to the benefits of the Indenture
and will be the valid and binding obligation of the Guarantor, enforceable
against the Guarantor in accordance with its terms, except as (i) the
enforceability thereof may be limited by bankruptcy, insolvency or similar laws
affecting creditors' rights generally and (ii) rights of acceleration and the
availability of equitable remedies may be limited by equitable principles of
general applicability. When the Series B Notes are issued, authenticated and
delivered, the Subsidiary Guarantee to be endorsed on the Series B Notes will
conform as to legal matters to the description thereof in the Offering
Memorandum.

                  (k)   All indebtedness of the Company and the Guarantor that
will be repaid with the proceeds of the issuance and sale of the Series A Notes
was incurred, and the indebtedness represented by the Series A Notes is being
incurred, for proper purposes and in good faith and each of the Company and the
Guarantor was, at the time of the incurrence of such indebtedness that will be
repaid with the proceeds of the issuance and sale of the Series A Notes, and
will be on the Closing Date (after giving effect to the application of the
proceeds from the issuance of the Series A Notes) solvent, and had at the time
of the incurrence of such indebtedness that will be repaid with the proceeds of
the issuance and sale of the Series A Notes and will have on the Closing Date
(after giving effect to the application of the proceeds from the issuance of the
Series A Notes) sufficient capital for carrying on their respective business and
were, at the time of the incurrence of such indebtedness that will be repaid
with the proceeds of the issuance and sale of the Series A Notes, and will be on
the Closing Date (after giving effect to the application of the proceeds from
the issuance of the Series A Notes) able to pay their respective debts as they
mature.


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<PAGE>   11
                  (l)   The Registration Rights Agreement has been duly
authorized by the Company and the Guarantor and, on the Closing Date, will have
been duly executed and delivered by the Company and the Guarantor. When the
Registration Rights Agreement has been duly executed and delivered, the
Registration Rights Agreement will be a valid and binding agreement of the
Company and the Guarantor, enforceable against the Company and the Guarantor in
accordance with its terms except as (i) the enforceability thereof may be
limited by bankruptcy, insolvency or similar laws affecting creditors' rights
generally and (ii) rights of acceleration and the availability of equitable
remedies may be limited by equitable principles of general applicability. On the
Closing Date, the Registration Rights Agreement will conform as to legal matters
to the description thereof in the Offering Memorandum.

                  (m)   Neither the Company nor any of its subsidiaries is in
violation of its respective charter or by-laws or in default in the performance
of any obligation, agreement, covenant or condition contained in any indenture,
loan agreement, mortgage, lease or other agreement or instrument that is
material to the Company and its subsidiaries, taken as a whole, to which the
Company or any of its subsidiaries is a party or by which the Company or any of
its subsidiaries or their respective property is bound.

                  (n)   The execution, delivery and performance of this
Agreement and the other Operative Documents by the Company and the Guarantor,
compliance by the Company and the Guarantor with all provisions hereof and
thereof and the consummation of the transactions contemplated hereby and thereby
will not (i) require any consent, approval, authorization or other order of, or
qualification with, any court or governmental body or agency (except such as may
be required under the securities or Blue Sky laws of the various states), (ii)
conflict with or constitute a breach of any of the terms or provisions of, or a
default under, the charter or by-laws of the Company or any of its subsidiaries
or any indenture, loan agreement, mortgage, lease or other agreement or
instrument that is material to the Company and its subsidiaries, taken as a
whole, to which the Company or any of its subsidiaries is a party or by which
the Company or any of its subsidiaries or their respective property is bound,
(iii) violate or conflict with any applicable law or any rule, regulation,
judgment, order or decree of any court or any governmental body or agency having
jurisdiction over the Company, any of its subsidiaries or their respective
property, except for such violations or conflicts which, singly or in the
aggregate, would not have a Material Adverse Effect, or (iv) result in the
termination or revocation of any Authorization (as defined below) of the Company
or any of its subsidiaries or result in any other impairment of the rights of
the holder of any such Authorization, except for such terminations or
revocations which, singly or in the aggregate, would not have a Material Adverse
Effect.

                  (o)   There are no legal or governmental proceedings pending
or threatened to which the Company or any of its subsidiaries is or could be a
party or to which any of their respective property is or could be subject, which
might result, singly or in the aggregate, in a Material Adverse Effect.

                  (p)   Neither the Company nor any of its subsidiaries has
knowledge or has received notification of any violation of any foreign, federal,
state or local law or regulation relating to the protection of human health and
safety, the environment or hazardous or toxic substances or wastes, pollutants
or contaminants ("Environmental Laws") or any provisions of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), or the rules and
regulations promulgated thereunder, except for such violations which, singly or
in the aggregate, would not have a Material Adverse Effect.


                                       10
<PAGE>   12
                  (q)   The Company is not aware of, and the Company has not
received any notification of, any costs or liabilities associated with
Environmental Laws (including, without limitation, any capital or operating
expenditures required for clean-up, closure of properties or compliance with
Environmental Laws or any Authorization, any related constraints on operating
activities and any potential liabilities to third parties) which would, singly
or in the aggregate, have a Material Adverse Effect.

                  (r)   Each of the Company and its subsidiaries has such
permits, licenses, consents, exemptions, franchises, authorizations and other
approvals (each, an "Authorization") of, and has made all filings with and
notices to, all governmental or regulatory authorities and self-regulatory
organizations and all courts and other tribunals, including without limitation,
under any applicable Environmental Laws, as are necessary to own, lease, license
and operate its respective properties and to conduct its business, except where
the failure to have any such Authorization or to make any such filing or notice
would not, singly or in the aggregate, have a Material Adverse Effect. Each such
Authorization is valid and in full force and effect and each of the Company and
its subsidiaries is in compliance with all the terms and conditions thereof and
with the rules and regulations of the authorities and governing bodies having
jurisdiction with respect thereto; and no event has occurred (including, without
limitation, the receipt of any notice from any authority or governing body)
which allows or, after notice or lapse of time or both, would allow, revocation,
suspension or termination of any such Authorization or results or, after notice
or lapse of time or both, would result in any other impairment of the rights of
the holder of any such Authorization; and such Authorizations contain no
restrictions that are burdensome to the Company or any of its subsidiaries;
except where such failure to be valid and in full force and effect or to be in
compliance, the occurrence of any such event or the presence of any such
restriction would not, singly or in the aggregate, have a Material Adverse
Effect.

                  (s)   The accountants, Arthur Andersen LLP and Price
Waterhouse LLP, that have certified the financial statements and supporting
schedules included in the Preliminary Offering Memorandum and the Offering
Memorandum are independent public accountants with respect to the Company and
the Guarantor, as required by the Securities Act and the Exchange Act. The
historical financial statements, together with related schedules and notes, set
forth in the Preliminary Offering Memorandum and the Offering Memorandum comply
as to form in all material respects with the requirements applicable to
registration statements on Form S-1 under the Securities Act.

                  (t)   The historical financial statements, together with
related schedules and notes forming part of the Offering Memorandum (and any
amendment or supplement thereto), present fairly the consolidated financial
position, results of operations and changes in financial position of the Company
and its subsidiaries on the basis stated in the Offering Memorandum at the
respective dates or for the respective periods to which they apply; such
statements and related schedules and notes have been prepared in accordance with
generally accepted accounting principles consistently applied throughout the
periods involved, except as disclosed therein; and the other financial and
statistical information and data set forth in the Offering Memorandum (and any
amendment or supplement thereto) are, in all material respects, accurately
presented and prepared on a basis consistent with such financial statements and
the books and records of the Company.

                  (u)   The pro forma financial statements included in the
Preliminary Offering Memorandum and the Offering Memorandum have been prepared
on a basis consistent with the historical 


                                       11
<PAGE>   13
financial statements of the Company and its subsidiaries and give effect to
assumptions used in the preparation thereof on a reasonable basis and in good
faith and present fairly the historical and proposed transactions contemplated
by the Preliminary Offering Memorandum and the Offering Memorandum; and such pro
forma financial statements comply as to form in all material respects with the
requirements applicable to pro forma financial statements included in
registration statements on Form S-1 under the Securities Act. The other pro
forma financial and statistical information and data included in the Offering
Memorandum are, in all material respects, accurately presented and prepared on a
basis consistent with the pro forma financial statements.

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

                  (w)   Except for the Registration Rights Agreement, there are
no contracts, agreements or understandings between the Company or the Guarantor
and any person granting such person the right to require the Company or the
Guarantor to file a registration statement under the Securities Act with respect
to any securities of the Company or the Guarantor or to require the Company or
the Guarantor to include such securities with the Notes and Subsidiary Guarantee
registered pursuant to any Registration Statement.

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

                  (y)   Since the respective dates as of which information is
given in the Offering Memorandum other than as set forth in the Offering
Memorandum (exclusive of any amendments or supplements thereto subsequent to the
date of this Agreement), (i) there has not occurred any material adverse change
or any development involving a prospective material adverse change in the
condition, financial or otherwise, or the earnings, business, management or
operations of the Company and its subsidiaries, taken as a whole, (ii) there has
not been any material adverse change or any development involving a prospective
material adverse change in the capital stock or in the long-term debt of the
Company or any of its subsidiaries and (iii) neither the Company nor any of its
subsidiaries has incurred any material liability or obligation, direct or
contingent.

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

                  (aa)  When the Series A Notes and the Subsidiary Guarantee are
issued and delivered pursuant to this Agreement, neither the Series A Notes nor
the Subsidiary Guarantee will be of the same class (within the meaning of Rule
144A under the Securities Act) as any security of the Company 


                                       12
<PAGE>   14
or the Guarantor that is listed on a national securities exchange registered
under Section 6 of the Exchange Act or that is quoted in a United States
automated inter-dealer quotation system.

                  (bb)  No form of general solicitation or general advertising
(as defined in Regulation D under the Securities Act) was used by the Company,
the Guarantor or any of their respective representatives (other than the Initial
Purchasers, as to whom the Company and the Guarantor make no representation) in
connection with the offer and sale of the Series A Notes contemplated hereby,
including, but not limited to, articles, notices or other communications
published in any newspaper, magazine, or similar medium or broadcast over
television or radio, or any seminar or meeting whose attendees have been invited
by any general solicitation or general advertising. No securities of the same
class as the Series A Notes have been issued and sold by the Company within the
six-month period immediately prior to the date hereof.

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

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

                  (ee)  The Series A Notes offered and sold in reliance on
Regulation S have been and will be offered and sold only in offshore
transactions.

                  (ff)  The sale of the Series A Notes pursuant to Regulation S
is not part of a plan or scheme to evade the registration provisions of the
Securities Act.

                  (gg)  The Company, the Guarantor and their respective
affiliates and all persons acting on their behalf (other than the Initial
Purchasers, as to whom the Company and the Guarantor make no representation)
have complied with and will comply with the offering restrictions requirements
of Regulation S in connection with the offering of the Series A Notes outside
the United States and, in connection therewith, the Offering Memorandum will
contain the disclosure required by Rule 902(h).

                  (hh)  The Series A Notes sold in reliance on Regulation S will
be represented upon issuance by a temporary global security that may not be
exchanged for definitive securities until the expiration of the 40-day
restricted period referred to in Rule 903(c)(3) of the Securities Act and only
upon certification of beneficial ownership of such Series A Notes by non-U.S.
persons or U.S. persons who purchased such Series A Notes in transactions that
were exempt from the registration requirements of the Securities Act.


                                       13
<PAGE>   15
                  (ii)  No registration under the Securities Act of the Series A
Notes or the Subsidiary Guarantee is required for the sale of the Series A Notes
and the Subsidiary Guarantee to the Initial Purchasers as contemplated hereby or
for the Exempt Resales assuming the accuracy of the Initial Purchasers'
representations and warranties and agreements set forth in Section 7 hereof.

                  (jj)  No "nationally recognized statistical rating
organization" as such term is defined for purposes of Rule 436(g)(2) under the
Securities Act (i) has imposed (or has informed the Company or the Guarantor
that it is considering imposing) any condition (financial or otherwise) on the
Company's or the Guarantor's retaining any rating assigned as of the date hereof
to the Company, the Guarantor or any securities of the Company or the Guarantor
or (ii) has indicated to the Company or the Guarantor that it is considering (a)
the downgrading, suspension or withdrawal of, or any review for a possible
change that does not indicate the direction of the possible change in, any
rating so assigned or (b) any change in the outlook for any rating of the
Company or the Guarantor.

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

                  (ll)  The information contained in the caption "Certain
Transactions" in the Offering Memorandum contains all of the information that is
required by Item 404 of Regulation S-K of the Securities Act if the Company were
required to comply with such Item and, to the extent such information
constitutes summaries of agreements, instruments, other documents or unwritten
understandings, such information is presented in a fair, complete and accurate
manner.

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

            7.    INITIAL PURCHASERS' REPRESENTATIONS AND WARRANTIES. Each of
the Initial Purchasers, severally and not jointly, represent and warrant to each
of the Company and the Guarantor, and agrees that:

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

                  (b)   Such Initial Purchaser (A) is not acquiring the Series A
Notes with a view to any distribution thereof or with any present intention of
offering or selling any of the Series A Notes in a transaction that would
violate the Securities Act or the securities laws of any state of the United
States or any other applicable jurisdiction and (B) will be reoffering and
reselling the Series A Notes only to (x) QIBs in reliance on the exemption from
the registration requirements of the Securities Act provided by Rule 144A, (y)
not more than ten Accredited Institutions that execute and deliver a letter
containing certain 


                                       14
<PAGE>   16
representations and agreements in the form attached as Annex A to the Offering
Memorandum, and (z) in offshore transactions in reliance upon Regulation S under
the Securities Act.

                  (c)   Such Initial Purchaser agrees that no form of general
solicitation or general advertising (within the meaning of Regulation D under
the Securities Act) has been or will be used by such Initial Purchaser or any of
its representatives in connection with the offer and sale of the Series A Notes
pursuant hereto, including, but not limited to, articles, notices or other
communications published in any newspaper, magazine or similar medium or
broadcast over television or radio, or any seminar or meeting whose attendees
have been invited by any general solicitation or general advertising.

                  (d)   Such Initial Purchaser agrees that, in connection with
Exempt Resales, such Initial Purchaser will solicit offers to buy the Series A
Notes only from, and will offer to sell the Series A Notes only to, Eligible
Purchasers. Each Initial Purchaser further agrees that it will offer to sell the
Series A Notes only to, and will solicit offers to buy the Series A Notes only
from, (A) Eligible Purchasers that the Initial Purchaser reasonably believes are
QIBs, (B) Accredited Institutions who make the representations contained in, and
execute and return to the Initial Purchaser, a certificate in the form of Annex
A attached to the Offering Memorandum and (C) Regulation S Purchasers, in each
case, that agree that (x) the Series A Notes purchased by them may be resold,
pledged or otherwise transferred within the time period referred to under Rule
144(k) (taking into account the provisions of Rule 144(d) under the Securities
Act, if applicable) under the Securities Act, as in effect on the date of the
transfer of such Series A Notes, only (I) to the Company or any of its
subsidiaries, (II) to a person whom the seller reasonably believes is a QIB
purchasing for its own account or for the account of a QIB in a transaction
meeting the requirements of Rule 144A under the Securities Act, (III) in an
offshore transaction (as defined in Rule 902 under the Securities Act) meeting
the requirements of Rule 904 of the Securities Act, (IV) in a transaction
meeting the requirements of Rule 144 under the Securities Act, (V) to an
Accredited Institution that, prior to such transfer, furnishes the Trustee a
signed letter containing certain representations and agreements relating to the
registration of transfer of such Series A Note (the form of which is
substantially the same as Annex A to the Offering Memorandum) and an opinion of
counsel acceptable to the Company that such transfer is in compliance with the
Securities Act, (VI) in accordance with another exemption from the registration
requirements of the Securities Act (and based upon an opinion of counsel
acceptable to the Company) or (VII) pursuant to an effective registration
statement and, in each case, in accordance with the applicable securities laws
of any state of the United States or any other applicable jurisdiction and (y)
they will deliver to each person to whom such Series A Notes or an interest
therein is transferred a notice substantially to the effect of the foregoing.

                  (e)   None of such Initial Purchaser nor any of its affiliates
or any person acting on its or their behalf has engaged or will engage in any
directed selling efforts within the meaning of Regulation S with respect to the
Series A Notes or the Subsidiary Guarantee.

                  (f)   The Series A Notes offered and sold by such Initial
Purchaser pursuant hereto in reliance on Regulation S have been and will be
offered and sold only in offshore transactions (as defined in Rule 902 under the
Securities Act).


                                       15
<PAGE>   17
                  (g)   The sale of the Series A Notes offered and sold by such
Initial Purchaser pursuant hereto in reliance on Regulation S is not part of a
plan or scheme to evade the registration provisions of the Securities Act.

                  (h)   Such Initial Purchaser agrees that it has not offered or
sold and will not offer or sell the Series A Notes in the United States or to,
or for the benefit or account of, a U.S. Person (other than a distributor), in
each case, as defined in Rule 902 under the Securities Act (i) as part of its
distribution at any time and (ii) otherwise until 40 days after the later of the
commencement of the offering of the Series A Notes pursuant hereto and the
Closing Date, other than in accordance with Regulation S of the Securities Act
(or Rule 144A or to Accredited Institutions in transactions that are exempt from
the registration requirements of the Securities Act). Such Initial Purchaser
agrees that, during such 40-day restricted period, it will not cause any
advertisement with respect to the Series A Notes (including any "tombstone"
advertisement) to be published in any newspaper or periodical or posted in any
public place and will not issue any circular relating to the Series A Notes,
except such advertisements as are permitted by and include the statements
required by Regulation S.

                  (i)   Such Initial Purchaser agrees that, at or prior to
confirmation of a sale of Series A Notes by it to any distributor, dealer or
person receiving a selling concession, fee or other remuneration during the
40-day restricted period referred to in Rule 903(c)(2) under the Securities Act,
it will send to such distributor, dealer or person receiving a selling
concession, fee or other remuneration a confirmation or notice to substantially
the following effect:

      "The Series A Notes covered hereby have not been registered under the U.S.
      Securities Act of 1933, as amended (the "Securities Act"), and may not be
      offered and sold within the United States or to, or for the account or
      benefit of, U.S. persons (i) as part of your distribution at any time or
      (ii) otherwise until 40 days after the later of the commencement of the
      Offering and the Closing Date, except in either case in accordance with
      Regulation S under the Securities Act (or Rule 144A or to Accredited
      Institutions in transactions that are exempt from the registration
      requirements of the Securities Act), and in connection with any subsequent
      sale by you of the Series A Notes covered hereby in reliance on Regulation
      S during the period referred to above to any distributor, dealer or person
      receiving a selling concession, fee or other remuneration, you must
      deliver a notice to substantially the foregoing effect. Terms used above
      have the meanings assigned to them in Regulation S."

                  (j)   Such Initial Purchaser agrees that the Series A Notes
sold in reliance on Regulation S will be represented upon issuance by a
temporary global security that may not be exchanged for definitive securities
until the expiration of the 40-day restricted period referred to in Rule
903(c)(3) of the Securities Act and only upon certification of beneficial
ownership of such Series A Notes by non-U.S. persons or U.S. persons who
purchased such Series A Notes in transactions that were exempt from the
registration requirements of the Securities Act.

                  (k)   Such Initial Purchaser further represents and agrees
that (1) it has not offered or sold and will not offer or sell any Series A
Notes to persons in the United Kingdom prior to the expiration of the period of
six months from the issue date of the Series A Notes, except to persons whose


                                       16
<PAGE>   18
ordinary activities involve them in acquiring, holding, managing or disposing of
investments (as principal or agent) for the purposes of their business or
otherwise in circumstances which have not resulted and will not result in an
offer to the public in the United Kingdom within the meaning of the Public
Offers of Securities Regulations 1995, (ii) it has complied and will comply with
all applicable provisions of the Financial Services Act 1986 with respect to
anything done by it in relation to the Series A Notes in, from or otherwise
involving the United Kingdom and (iii) it has only issued or passed on and will
only issue or pass on in the United Kingdom any document received by it in
connection with the issuance of the Series A Notes to a person who is of a kind
described in Article 11(3) of the Financial Services Act 1986 (Investment
Advertisements) (Exemptions) Order 1996 or is a person to whom the document may
otherwise lawfully be issued or passed on. 

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

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

            8.    Indemnification.

                  (a)   The Company and the Guarantor agree, jointly and
severally, to indemnify and hold harmless each Initial Purchaser, its directors,
its officers and each person, if any, who controls such Initial Purchaser within
the meaning of Section 15 of the Securities Act or Section 20 of the Exchange
Act, from and against any and all losses, claims, damages, liabilities and
judgments (including, without limitation, any legal or other expenses incurred
in connection with investigating or defending any matter, including any action,
that could give rise to any such losses, claims, damages, liabilities or
judgments), as incurred, caused by any untrue statement or alleged untrue
statement of a material fact contained in the Offering Memorandum (or any
amendment or supplement thereto), the Preliminary Offering Memorandum or any
Rule 144A Information provided by the Company or the Guarantor to any holder or
prospective purchaser of Series A Notes pursuant to Section 5(h) or caused by
any omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading,
except insofar as such losses, claims, damages, liabilities or judgments are
caused by any such untrue statement or omission or alleged untrue statement or
omission based upon information relating to any of the Initial Purchasers
furnished in writing to the Company by any of the Initial Purchasers.

                  (b)   Each of the Initial Purchasers agrees, severally and not
jointly, to indemnify and hold harmless the Company and the Guarantor, and their
respective directors and officers and each person, if any, who controls (within
the meaning of Section 15 of the Securities Act or Section 20 of the Exchange
Act) the Company or the Guarantor, to the same extent as the foregoing indemnity
from the Company and the Guarantor to the Initial Purchasers but only with
reference to information relating to 


                                       17
<PAGE>   19
such Initial Purchaser furnished in writing to the Company by such Initial
Purchaser expressly for use in the Preliminary Offering Memorandum or the
Offering Memorandum.

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

                  (d)   To the extent the indemnification provided for in this
Section 8 is unavailable to an indemnified party or insufficient in respect of
any losses, claims, damages, liabilities or judgments referred to therein, then
each indemnifying party, in lieu of indemnifying such indemnified party, shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, 


                                       18
<PAGE>   20
damages, liabilities and judgments (i) in such proportion as is appropriate to
reflect the relative benefits received by the Company and the Guarantor, on the
one hand, and the Initial Purchasers, on the other hand, from the offering of
the Series A Notes or (ii) if the allocation provided by clause 8(d)(i) above is
not permitted by applicable law, in such proportion as is appropriate to reflect
not only the relative benefits referred to in clause 8(d)(i) above but also the
relative fault of the Company and the Guarantor, on the one hand, and the
Initial Purchasers, on the other hand, in connection with the statements or
omissions which resulted in such losses, claims, damages, liabilities or
judgments, as well as any other relevant equitable considerations. The relative
benefits received by the Company and the Guarantor, on the one hand, and the
Initial Purchasers, on the other hand, shall be deemed to be in the same
proportion as the total net proceeds from the offering of the Series A Notes
(before deducting expenses) received by the Company, and the total discounts and
commissions received by the Initial Purchasers bear to the total price to
investors of the Series A Notes, in each case as set forth in the table on the
cover page of the Offering Memorandum. The relative fault of the Company and the
Guarantor, on the one hand, and the Initial Purchasers, on the other hand, shall
be determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Company or the Guarantor,
on the one hand, or the Initial Purchasers, on the other hand, and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission.

            The Company and the Guarantor, and the Initial Purchasers agree that
it would not be just and equitable if contribution pursuant to this Section 8(d)
were determined by pro rata allocation (even if the Initial Purchasers were
treated as one entity for such purpose) or by any other method of allocation
which does not take account of the equitable considerations referred to in the
immediately preceding paragraph. The amount paid or payable by an indemnified
party as a result of the losses, claims, damages, liabilities or judgments
referred to in the immediately preceding paragraph shall be deemed to include,
subject to the limitations set forth above, any legal or other expenses incurred
by such indemnified party in connection with investigating or defending any
matter, including any action, that could have given rise to such losses, claims,
damages, liabilities or judgments. Notwithstanding the provisions of this
Section 8, the Initial Purchasers shall not be required to contribute any amount
in excess of the amount by which the total price of the Series A Notes purchased
by it were sold to investors in Exempt Resales exceeds the amount of any damages
which such Initial Purchaser have 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 Initial Purchasers'
obligations to contribute pursuant to this Section 8(d) are several in
proportion to the respective principal amount of Series A Notes purchased by
each of the Initial Purchasers hereunder and not joint.

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

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


                                       19
<PAGE>   21
                  (a)   All the representations and warranties of the Company
and the Guarantor contained in this Agreement shall be true and correct on the
Closing Date with the same force and effect as if made on and as of the Closing
Date.

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

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

                  (d)   The Initial Purchasers shall have received on the
Closing Date a certificate dated the Closing Date, signed by the President and
the Chief Financial Officer of the Company, confirming the matters set forth in
Sections 9(a), 9(b) and 9(c).

                  (e)   The Initial Purchasers shall have received on the
Closing Date an opinion (satisfactory to the Initial Purchasers and counsel for
the Initial Purchasers), dated the Closing Date, of Cairncross & Hempelmann,
P.S., counsel for the Company and the Guarantor, the form of which is attached
as Exhibit B hereto. The opinion of Cairncross & Hempelmann, P.S. shall be
rendered to the Initial Purchasers at the request of the Company and the
Guarantor and shall so state therein.

                  (f)   The Initial Purchasers shall have received on the
Closing Date an opinion (satisfactory to the Initial Purchasers and counsel for
the Initial Purchasers), dated the Closing Date, of Haythe & Curley, special
counsel for the Company and the Guarantor, the form of which is attached as
Exhibit C hereto. The opinion of Haythe & Curley shall be rendered to the
Initial Purchasers at the request of the Company and the Guarantor and shall so
state therein.


                                       20
<PAGE>   22
                  (g)   The Initial Purchasers shall have received on the
Closing Date an opinion (satisfactory to the Initial Purchasers and counsel for
the Initial Purchasers), dated the Closing Date, of Cole, Raywid & Braverman,
regulatory counsel for the Company and the Guarantor, the form of which is
attached as Exhibit D hereto. The opinion of Cole, Raywid & Braverman shall be
rendered to the Initial Purchasers at the request of the Company and the
Guarantor and shall so state therein.

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

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

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

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

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

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

                  (n)   The Company shall have amended or shall amend
simultaneously with the execution of this Agreement, the Credit Agreement dated
August 23, 1994, by and among the Company and The First National Bank of
Chicago, as lender and managing agent and the other lenders party thereto
providing for up to $100 million of credit borrowings, having terms
substantially similar to those described in the caption "Description of the
Senior Credit Facility" in the Offering Memorandum (the "Senior Credit
Facility").

                  (o)   The Company shall have received a commitment letter from
The First National Bank of Chicago setting forth a commitment for the
Supplemental Credit Facility (as defined in the Offering Memorandum).


                                       21
<PAGE>   23
            10.   EFFECTIVENESS OF AGREEMENT AND TERMINATION. This Agreement
shall become effective upon the execution and delivery of this Agreement by the
parties hereto.

            This Agreement may be terminated at any time prior to the Closing
Date by the Initial Purchasers by written notice to the Company if any of the
following has occurred: (i) any outbreak or escalation of hostilities or other
national or international calamity or crisis or change in economic conditions or
in the financial markets of the United States or elsewhere that, in the Initial
Purchasers' judgment, is material and adverse and, in the Initial Purchasers'
judgment, makes it impracticable to market the Series A Notes on the terms and
in the manner contemplated in the Offering Memorandum, (ii) the suspension or
material limitation of trading in securities or other instruments on the New
York Stock Exchange, the American Stock Exchange, the Chicago Board of Options
Exchange, the Chicago Mercantile Exchange, the Chicago Board of Trade or The
Nasdaq National Market or limitation on prices for securities or other
instruments on any such exchange or the Nasdaq National Market, (iii) the
suspension of trading of any securities of the Company or the Guarantor on any
exchange or in the over-the-counter market, (iv) the enactment, publication,
decree or other promulgation of any federal or state statute, regulation, rule
or order of any court or other governmental authority which in your opinion
materially and adversely affects, or will materially and adversely affect, the
business, prospects, financial condition or results of operations of the Company
and its subsidiaries, taken as a whole, (v) the declaration of a banking
moratorium by either federal or New York State authorities or (vi) the taking of
any action by any federal, state or local government or agency in respect of its
monetary or fiscal affairs which in your opinion has a material adverse effect
on the financial markets in the United States.

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


                                       22
<PAGE>   24
            11.   MISCELLANEOUS. Notices given pursuant to any provision of this
Agreement shall be addressed as follows: (i) if to the Company or the Guarantor,
to Northland Cable Television, Inc., 1201 Third Avenue, Suite 3600, Seattle,
Washington 98101, Attention: President and General Counsel, with a copy to:
Cairncross & Hempelmann, P.S., 70th Floor, Columbia Center, 701 Fifth Avenue,
Seattle, Washington 98104-7016, Attention: Scott T. Bell and (ii) if to the
Initial Purchasers, BancAmerica Robertson Stephens, 231 South LaSalle Street,
Chicago, Illinois 60697, Attention: High Yield Syndication (with a copy, which
shall not constitute notice, to Latham & Watkins, Attention: Gregory K. Miller),
or in any case to such other address as the person to be notified may have
requested in writing.

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

            If for any reason the Series A Notes are not delivered by or on
behalf of the Company as provided herein (other than as a result of any
termination of this Agreement pursuant to Section 10), the Company and the
Guarantor, jointly and severally, agree to reimburse the Initial Purchasers for
all out-of-pocket expenses (including the fees and disbursements of counsel)
incurred by them. Notwithstanding any termination of this Agreement, the Company
shall be liable for all expenses which it has agreed to pay pursuant to Section
5(i) hereof. The Company and the Guarantor also agree, jointly and severally, to
reimburse the Initial Purchasers and their officers, directors and each person,
if any, who controls such Initial Purchasers within the meaning of Section 15 of
the Securities Act or Section 20 of the Exchange Act for any and all fees and
expenses (including without limitation the fees and expenses of counsel)
incurred by them in connection with enforcing their rights under this Agreement
(including without limitation its rights under this Section 8).

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

            This Agreement shall be governed and construed in accordance with
the internal laws of the State of New York applicable to agreements made and to
be performed in such State.

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


                                       23
<PAGE>   25
            Please confirm that the foregoing correctly sets forth the agreement
among the Company, the Guarantor and the Initial Purchasers.

                                     Very truly yours,


                                     NORTHLAND CABLE TELEVISION, INC.



                                     By: /s/ GARY S. JONES
                                         -----------------------------------
                                        Name:   Gary S. Jones
                                        Title:  Vice President



                                     NORTHLAND CABLE NEWS, INC.



                                     By: /s/ GARY S. JONES
                                         -----------------------------------
                                         Name:  Gary S. Jones
                                         Title: Vice President


                                       24
<PAGE>   26

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



BANCAMERICA ROBERTSON STEPHENS



By: /s/ THOMAS J. McGRATH
   --------------------------------
   Name:  Thomas J. McGrath
   Title: Managing Director




FIRST CHICAGO CAPITAL MARKETS, INC.



By:  /s/ ROBERT J. RISCHARD
   --------------------------------
   Name:   Robert J. Rischard
   Title:  Director


<PAGE>   27
                                   SCHEDULE A


<TABLE>
<CAPTION>
                                                           Principal Amount
                        Initial Purchaser                       of Notes
                        -----------------                  ----------------

<S>                                                        <C>        
BancAmerica Robertson Stephens........................         $70,000,000
First Chicago Capital Markets, Inc....................          30,000,000
        Total.........................................        $100,000,000
                                                              ============
</TABLE>


                                       S-1
<PAGE>   28
                                   SCHEDULE B


                                  Subsidiaries


                           Northland Cable News, Inc.


                                       S-2
<PAGE>   29
                                    EXHIBIT A


                      FORM OF REGISTRATION RIGHTS AGREEMENT


                                       A-1
<PAGE>   30
                                    EXHIBIT B


            Opinion of Cairncross & Hempelmann, P.S., counsel for the Company,
to be delivered pursuant to Section 9(e) of the Purchase Agreement. References
to the Offering Memorandum in this Exhibit B include any supplements thereto at
the Closing Date.

                  (i)   each of the Company and its subsidiaries has been duly
            incorporated, is validly existing as a corporation in good standing
            under the laws of its jurisdiction of incorporation and has the
            corporate power and authority to carry on its business as described
            in the Offering Memorandum and to own, lease and operate its
            properties;

                  (ii)  each of the Company and its subsidiaries is duly
            qualified and is in good standing as a foreign corporation
            authorized to do business in each jurisdiction in which the nature
            of its business or its ownership or leasing of property requires
            such qualification, except where the failure to be so qualified
            would not have a Material Adverse Effect;

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

                  (iv)  all of the outstanding shares of capital stock of each
            of the Company's subsidiaries have been duly authorized and validly
            issued and are fully paid and non-assessable, and are owned by the
            Company, free and clear of any Lien except as such stock may be
            pledged pursuant to the Senior Credit Facility;

                  (v)   the Series A Notes have been duly authorized and validly
            executed by the Company;

                  (vi)  the Subsidiary Guarantee has been duly authorized and
            validly executed by the Guarantor;

                  (vii) this Agreement, the Indenture and the Registration
            Rights Agreement has been duly authorized, executed and delivered by
            the Company and the Guarantor;

                  (viii) the Series B Notes have been duly authorized by the
            Company and the Subsidiary Guarantee to be endorsed on the Series B
            Notes have been duly authorized by the Guarantor;

                  (ix)  the statements under the captions "Risk Factors-Ranking
            of Notes; Subordination," "Risk Factors-Competition; Litigation,"
            "Risk Factors-Fraudulent Transfer Statutes," "Business-The
            Acquisition," "Business-Industry Overview," "Business-Programming
            and Subscriber Rates," "Business-Competition,"
            "Business-Properties," "Business-Insurance," "Business-Litigation,"
            "Management," "Certain Transactions," "Description of the Senior
            Credit Facility," "Description of the Notes," "Certain U.S. Federal
            Tax Considerations for Non-U.S. Holders," "Exchange Offer;
            Registration Rights" and "Notice to Investors" in the Offering
            Memorandum, insofar as such statements constitute a summary of the
            legal matters, documents or legal 


                                       B-1
<PAGE>   31
            proceedings referred to therein, fairly present in all material
            respects such legal matters, documents and legal proceedings;

                  (x)   neither the Company nor any of its subsidiaries is in
            violation of its respective charter or by-laws and, to the best of
            such counsel's knowledge after due inquiry, neither the Company nor
            any of its subsidiaries is in default in the performance of any
            obligation, agreement, covenant or condition contained in any
            indenture, loan agreement, mortgage, lease or other agreement or
            instrument that is material to the Company and its subsidiaries,
            taken as a whole, to which the Company or any of its subsidiaries is
            a party or by which the Company or any of its subsidiaries or their
            respective property is bound;

                  (xi)  the execution, delivery and performance of this
            Agreement and the other Operative Documents by the Company and the
            Guarantor, compliance by the Company and the Guarantor with all
            provisions hereof and thereof and the consummation of the
            transactions contemplated hereby and thereby will not (i) require
            any consent, approval, authorization or other order of, or
            qualification with, any court or governmental body or agency (except
            such as may be required under the securities or Blue Sky laws of the
            various states), (ii) conflict with or constitute a breach of any of
            the terms or provisions of, or a default under, the charter or
            by-laws of the Company or any of its subsidiaries or any indenture,
            loan agreement, mortgage, lease or other agreement or instrument
            that is material to the Company and its subsidiaries, taken as a
            whole, to which the Company or any of its subsidiaries is a party or
            by which the Company or any of its subsidiaries or their respective
            property is bound, (iii) violate or conflict with any applicable law
            or any rule, regulation, judgment, order or decree of any court or
            any governmental body or agency having jurisdiction over the
            Company, any of its subsidiaries or their respective property,
            except for such violations or conflicts which, singly or in the
            aggregate, would not have a Material Adverse Effect, or (iv) result
            in the termination or revocation of any Authorization of the Company
            or any of its subsidiaries or result in any other impairment of the
            rights of the holder of any such Authorization, except for such
            terminations or revocations which, singly or in the aggregate, would
            not have a Material Adverse Effect.

                  (xii) after due inquiry, such counsel does not know of any
            legal or governmental proceedings pending or threatened to which the
            Company or any of its subsidiaries is or could be a party or to
            which any of their respective property is or could be subject, which
            might result, singly or in the aggregate, in a Material Adverse
            Effect.

                  (xiii) each of the Company and its subsidiaries has such
            Authorizations of, and has made all filings with and notices to, all
            governmental or regulatory authorities and self-regulatory
            organizations and all courts and other tribunals, including without
            limitation, under any applicable Environmental Laws, as are
            necessary to own, lease, license and operate its respective
            properties and to conduct its business, except where the failure to
            have any such Authorization or to make any such filing or notice
            would not, singly or in the aggregate, have a Material Adverse
            Effect. Each such Authorization is valid and in full force and
            effect and each of the Company and its subsidiaries is in compliance
            with all the terms and conditions thereof and with the rules and
            regulations of the authorities and governing bodies having
            jurisdiction with respect thereto; and no event has occurred
            (including the receipt of any notice from any authority or governing
            body) which allows or, after notice or lapse of time or both, would
            allow, revocation, suspension or termination of 


                                       B-2
<PAGE>   32
            any such Authorization or results or, after notice or lapse of time
            or both, would result in any other impairment of the rights of the
            holder of any such Authorization; and such Authorizations contain no
            restrictions that are burdensome to the Company or any of its
            subsidiaries; except where such failure to be valid and in full
            force and effect or to be in compliance, the occurrence of any such
            event or the presence of any such restriction would not, singly or
            in the aggregate, have a Material Adverse Effect;

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

                  (xv)  to the best of such counsel's knowledge after due
            inquiry, there are no contracts, agreements or understandings
            between the Company or the Guarantor and any person granting such
            person the right to require the Company or the Guarantor to file a
            registration statement under the Securities Act with respect to any
            securities of the Company or the Guarantor or to require the Company
            or the Guarantor to include such securities with the Notes and
            Subsidiary Guarantee registered pursuant to any Registration
            Statement;

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

                  (xvii) no registration under the Securities Act of the Series
            A Notes is required for the sale of the Series A Notes to the
            Initial Purchasers as contemplated by this Agreement or for the
            Exempt Resales assuming that (i) each Initial Purchasers is a QIB,
            an Accredited Institution or a Regulation S Purchaser, (ii) the
            accuracy of, and compliance with, the Initial Purchasers'
            representations and agreements contained in Section 7 of this
            Agreement, (iii) the accuracy of the representations of the Company
            and the Guarantor set forth in Sections 5(h) and 6(dd), (ee) and
            (ff) of this Agreement and (iv) with respect to Accredited
            Institutions, the accuracy of the representations made by each such
            Accredited Institution as set forth in the letter of representation
            executed by such Accredited Institution in the form of Annex A to
            the Offering Memorandum.

                  (xviii) to such counsel's knowledge, the information contained
            in the caption "Certain Transactions" in the Offering Memorandum
            contains all of the information that is required by Item 404 of
            Regulation S-K of the Securities Act if the Company was required to
            comply with such Item and, to the extent such information
            constitutes summaries of agreements, instruments, other documents or
            unwritten understandings, such information is presented in a fair,
            complete and accurate manner.

                  (xix) such counsel has no reason to believe that, as of the
            date of the Offering Memorandum or as of the Closing Date, the
            Offering Memorandum, as amended or supplemented, if applicable
            (except for the financial statements and other financial data
            included therein, as to which such counsel need not express any
            belief) contains any untrue 


                                       B-3
<PAGE>   33
            statement of a material fact or omits to state a material fact
            necessary in order to make the statements therein, in the light of
            the circumstances under which they were made, not misleading.


                                       B-4
<PAGE>   34
                                    EXHIBIT C


            Opinion of Haythe & Curley, special counsel for the Company, to be
delivered pursuant to Section 9(f) of the Purchase Agreement. References to the
Offering Memorandum in this Exhibit C include any supplements thereto at the
Closing Date.

                  (i)   the Series A Notes are entitled to the benefits of the
            Indenture and will be valid and binding obligations of the Company,
            enforceable in accordance with their terms except as (x) the
            enforceability thereof may be limited by bankruptcy, insolvency or
            similar laws affecting creditors' rights generally and (y) rights of
            acceleration and the availability of equitable remedies may be
            limited by equitable principles of general applicability;

                  (ii)  The Subsidiary Guarantee is entitled to the benefits of
            the Indenture and is the valid and binding obligation of the
            Guarantor, enforceable in accordance with its terms except as (x)
            the enforceability thereof may be limited by bankruptcy, insolvency
            or similar laws affecting creditors' rights generally and (y) rights
            of acceleration and the availability of equitable remedies may be
            limited by equitable principles of general applicability;

                  (iii) the Indenture is a valid and binding agreement of the
            Company and the Guarantor, enforceable against each of the Company
            and the Guarantor in accordance with its terms except as (x) the
            enforceability thereof may be limited by bankruptcy, insolvency or
            similar laws affecting creditors' rights generally and (y) rights of
            acceleration and the availability of equitable remedies may be
            limited by equitable principles of general applicability;

                  (iv)  The Registration Rights Agreement is a valid and binding
            agreement of the Company and the Guarantor, enforceable against each
            of the Company and the Guarantor in accordance with its terms,
            except as (x) the enforceability thereof may be limited by
            bankruptcy, insolvency or similar laws affecting creditors' rights
            generally and (y) rights of acceleration and the availability of
            equitable remedies may be limited by equitable principles of general
            applicability; and

                  (v)   the Series B Notes, when duly executed and authenticated
            in accordance with the provisions of the Indenture, will be entitled
            to the benefits of the Indenture and will be valid and binding
            obligations of the Company, enforceable in accordance with their
            terms except as (x) the enforceability thereof may be limited by
            bankruptcy, insolvency or similar laws affecting creditors' rights
            generally and (y) rights of acceleration and the availability of
            equitable remedies may be limited by equitable principles of general
            applicability.


                                       C-1
<PAGE>   35
                                    EXHIBIT D


            Opinion of Cole, Raywid & Braverman, regulatory counsel for the
Company, to be delivered pursuant to Section 9(g) of the Purchase Agreement.
References to the Offering Memorandum in this Exhibit D include any supplements
thereto at the Closing Date.

                  (i)   the statements under the captions "Risk
            Factors-Non-Exclusive Franchises; Non-Renewal or Termination of
            Franchises," "Risk Factors-Substantial Regulation in the Cable
            Television Industry," "Legislation and Regulation,"
            "Business-Programming and Subscriber Rates," and
            "Business-Franchises," "Business-Competition" in the Offering
            Memorandum, insofar as such statements constitute a summary of the
            legal matters, documents or proceedings referred to therein, fairly
            present in all material respects such legal matters, documents and
            legal proceedings.


                                       D-1