ALLBRITTON COMMUNICATIONS CO
EXHIBIT 10.1
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<TYPE>EX-10.1
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<FILENAME>dex101.txt
<DESCRIPTION>EXHIBIT 10.1
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                                                                 Exhibit 10.1

                                                               EXECUTION VERSION

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                                  A/B EXCHANGE

                          REGISTRATION RIGHTS AGREEMENT

                          Dated as of December 20, 2002

                                  by and among

                        ALLBRITTON COMMUNICATIONS COMPANY

                                       and

                          DEUTSCHE BANK SECURITIES INC.

                              FLEET SECURITIES INC.

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<PAGE>

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

SECTION 1.    Definitions...................................................   1

SECTION 2.    Notes Subject to this Agreement...............................   3

SECTION 3.    Registered Exchange Offer.....................................   3

SECTION 4.    Shelf Registration............................................   4

SECTION 5.    Interest Rate Increase........................................   5

SECTION 6.    Registration Procedures.......................................   6

SECTION 7.    Registration Expenses.........................................  14

SECTION 8.    Indemnification...............................................  15

SECTION 9.    Contribution..................................................  16

SECTION 10.   Rule 144A.....................................................  18

SECTION 11.   Participation in Underwritten Registrations...................  18

SECTION 12.   Selection of Underwriters.....................................  18

SECTION 13.   Miscellaneous.................................................  19

                                       -i-

<PAGE>

                This Registration Rights Agreement (this "Agreement") is made
and entered into as of December 20, 2002, by and among Allbritton Communications
Company, Inc., a Delaware corporation (the "Company"), Deutsche Bank Securities
Inc. and Fleet Securities Inc. (each an "Initial Purchaser" and, collectively,
the "Initial Purchasers"), each of whom has agreed to purchase the Company's 7
3/4% Series A Senior Subordinated Notes due 2012 (the "Series A Notes") pursuant
to the Purchase Agreement (as defined below).

                This Agreement is made pursuant to the Purchase Agreement, dated
December 6, 2002 (the "Purchase Agreement"), by and among the Company and the
Initial Purchasers. In order to induce the Initial Purchasers to purchase the
Series A Notes, the Company has agreed to provide the registration rights set
forth in this Agreement. The execution and delivery of this Agreement is a
condition to the obligations of the Initial Purchasers set forth in Section 7 of
the Purchase Agreement.

                The parties hereby agree as follows:

                SECTION 1.    Definitions.

                As used in this Agreement, the following capitalized terms shall
have the following meanings:

                Act: The Securities Act of 1933, as amended.

                Broker-Dealer: Any broker or dealer registered under the
Exchange Act.

                Closing Date: The date of this Agreement.

                Commission: The Securities and Exchange Commission.

                Consummate: A Registered Exchange Offer shall be deemed
        "Consummated" for purposes of this Agreement upon the occurrence of (i)
        the filing and effectiveness under the Act of the Exchange Offer
        Registration Statement relating to the Series B Notes to the issued in
        the Exchange Offer, (ii) the maintenance of such Registration Statement
        continuously effective and the keeping of the Exchange Offer open for a
        period not less than the minimum period required pursuant to Section
        3(b) hereof, and (iii) the delivery by the Company to the Registrar
        under the Indenture of Series B Notes in the same aggregate principal
        amount as the aggregate principal amount of Series A Notes that were
        tendered by Holders thereof pursuant to the Exchange Offer.

                Exchange Act: The Securities Exchange Act of 1934, as amended.

                Exchange Offer: The registration by the Company under the Act of
        the Series B Notes pursuant to a Registration Statement pursuant to
        which the Company offers the Holders of all outstanding Transfer
        Restricted Notes the opportunity to exchange all such outstanding
        Transfer Restricted Notes held by such Holders for Series B Notes in an
        aggregate principal amount equal to the aggregate principal amount of
        the Transfer Restricted Notes tendered in such exchange offer by such
        Holders.

<PAGE>

                                      -2-

                Exchange Offer Registration Statement: The Registration
        Statement relating to the Exchange Offer, including the related
        Prospectus.

                Holders: As defined in Section 2(b) hereof.

                Indenture: The Indenture, dated as of the Closing Date, between
        the Company and State Street Bank and Trust Company, as trustee (the
        "Trustee"), pursuant to which the Notes are to be issued, as such
        Indenture is amended, modified or supplemented from time to time in
        accordance with the terms thereof.

                Initial Purchasers: As defined in the preamble hereto.

                Interest Payment Date: As defined in the Notes.

                NASD: National Association of Securities Dealers, Inc.

                Notes: The Series A Notes and the Series B Notes.

                Person: An individual, partnership, corporation, trust, limited
        liability company or unincorporated organization, or a government or
        agency or political subdivision thereof.

                Prospectus: The prospectus included in a Registration Statement,
        as amended or supplemented by any prospectus supplement and by all other
        amendments thereto, including post-effective amendments, and all
        material incorporated by reference into such Prospectus.

                Registration Statement: Any registration statement of the
        Company relating to (a) an offering of Series B Notes pursuant to an
        Exchange Offer or (b) the registration for resale of Transfer Restricted
        Notes pursuant to the Shelf Registration Statement, which is filed
        pursuant to the provisions of this Agreement, in each case, including
        the Prospectus included therein, all amendments and supplements thereto
        (including post-effective amendments) and all exhibits and material
        incorporated by reference therein.

                Series B Notes: The Company's 7 3/4% Series B Senior
        Subordinated Notes due 2012 to be issued pursuant to the Indenture in
        the Exchange Offer.

                Shelf Filing Deadline: As defined in Section 4 hereof.

                Shelf Registration Statement: As defined in Section 4 hereof.

                TIA: The Trust Indenture Act of 1939 (15 U.S.C. Section
        77aaa-77bbbb), as in effect on the date of the Indenture.

                Transfer Restricted Notes: Each Note, until the earliest to
        occur of (a) the date on which such Note is exchanged in the Exchange
        Offer and entitled to be resold to the public by the Holder thereof
        without complying with the prospectus delivery requirements of the Act,
        (b) the date on which such Note has been effectively registered under
        the Act and disposed of

<PAGE>

                                      -3-

        in accordance with a Shelf Registration Statement and (c) the date on
        which such Note is distributed to the public pursuant to Rule 144 under
        the Act or by a Broker-Dealer pursuant to the "Plan of Distribution"
        contemplated by the Exchange Offer Registration Statement (including
        delivery of the Prospectus contained therein).

                Underwritten Registration or Underwritten Offering: A
        registration in which securities of the Company are sold to an
        underwriter for reoffering to the public.

                SECTION 2.    Notes Subject to this Agreement.

                (a)     Transfer Restricted Notes. The notes entitled to the
benefits of this Agreement are the Transfer Restricted Notes.

                (b)     Holders of Transfer Restricted Notes. A Person is deemed
to be a holder of Transfer Restricted Notes (each, a "Holder") whenever such
Person owns Transfer Restricted Notes.

                SECTION 3.    Registered Exchange Offer.

                (a)     Unless the Exchange Offer shall not be permissible under
applicable law or Commission policy (after the procedures set forth in Section
6(a) below have been complied with), the Company shall (i) cause to be filed
with the Commission as soon as practicable after the Closing Date, but in no
event later than 45 days after the Closing Date, a Registration Statement under
the Act relating to the Series B Notes and the Exchange Offer, (ii) use its best
efforts to cause such Registration Statement to become effective at the earliest
possible time, but in no event later than 120 days after the Closing Date, (iii)
in connection with the foregoing, file (A) all pre-effective amendments to such
Registration Statement as may be necessary in order to cause such Registration
Statement to become effective, (B) if applicable, a post-effective amendment to
such Registration Statement pursuant to Rule 430A under the Act and (C) cause
all necessary filings in connection with the registration and qualification of
the Series B Notes to be made under the Blue Sky laws of such jurisdictions as
are necessary to permit Consummation of the Exchange Offer, and (iv) upon the
effectiveness of such Registration Statement, commence the Exchange Offer and
use its best efforts to Consummate the Exchange Offer no later than 150 days
after the Closing Date. The Exchange Offer shall be on the appropriate form
permitting registration of the Series B Notes to be offered in exchange for the
Transfer Restricted Notes and to permit resales of Notes held by Broker-Dealers
as contemplated by Section 3(c) below.

                (b)     The Company shall cause the Exchange Offer Registration
Statement to be effective continuously and shall keep the Exchange Offer open
for a period of not less than the minimum period required under applicable
federal and state securities laws to Consummate the Exchange Offer; provided,
however, that in no event shall such period be less than 20 business days. The
Company shall cause the Exchange Offer to comply with all applicable federal and
state securities laws. No securities other than the Notes shall be included in
the Exchange Offer Registration Statement. The Company shall use its best
efforts to cause the Exchange Offer to be Consummated on the earliest
practicable date after the Exchange Offer Registration Statement has become
effective, but in no event later than 30 business days thereafter.

<PAGE>

                                      -4-

                (c)     The Company shall indicate in a "Plan of Distribution"
section contained in the Prospectus contained in the Exchange Offer Registration
Statement that any Broker-Dealer who holds Series A Notes that are Transfer
Restricted Notes and that were acquired for its own account as a result of
market-making activities or other trading activities (other than Transfer
Restricted Notes acquired directly from the Company), may exchange such Series A
Notes pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed
to be an "underwriter" within the meaning of the Act and must, therefore,
deliver a prospectus meeting the requirements of the Act in connection with any
resales of the Series B Notes received by such Broker-Dealer in the Exchange
Offer, which prospectus delivery requirement may be satisfied by the delivery by
such Broker-Dealer of the Prospectus contained in the Exchange Offer
Registration Statement. Such "Plan of Distribution" section shall also contain
all other information with respect to such resales by Broker-Dealers that the
Commission may require in order to permit such resales pursuant thereto, but
such "Plan of Distribution" shall not name any such Broker-Dealer or disclose
the amount of Notes held by any such Broker-Dealer except to the extent required
by the Commission as a result of a change in policy after the date of this
Agreement.

                The Company shall use its best efforts to keep the Exchange
Offer Registration Statement continuously effective, supplemented and amended as
required by the provisions of Section 6(c) below to the extent necessary to
ensure that it is available for resales of Notes acquired by Broker-Dealers for
their own accounts as a result of market-making activities or other trading
activities, and to ensure that it conforms with the requirements of this
Agreement, the Act and the policies, rules and regulations of the Commission as
announced from time to time, for a period of 120 days from the date on which the
Exchange Offer Registration Statement is declared effective.

                The Company shall provide sufficient copies of the latest
version of such Prospectus to Broker-Dealers promptly upon request at any time
during such 120-day period in order to facilitate such resales.

                SECTION 4.    Shelf Registration.

                (a)     Shelf Registration. If (i) the Company is not required
to file an Exchange Offer Registration Statement or to Consummate the Exchange
Offer because the Exchange Offer is not permitted by applicable law or
Commission policy (after the procedures set forth in Section 6(a) below have
been complied with); (ii) if any Holder of Transfer Restricted Notes shall
notify the Company or if the Initial Purchasers shall notify the Company on such
Holder's behalf, within 20 business days of the Consummation of the Exchange
Offer (A) that such Holder is prohibited by applicable law or Commission policy
from participating in the Exchange Offer, or (B) that such Holder may not resell
the Series B Notes acquired by it in the Exchange Offer to the public without
delivering a prospectus and that the Prospectus contained in the Exchange Offer
Registration Statement is not appropriate or available for such resales by such
Holder, or (C) that such Holder is a Broker-Dealer and holds Series A Notes
acquired directly from the Company or one of its affiliates and consequently
such Broker-Dealer may not participate in the Exchange Offer; or (iii) for any
other reason the Exchange Offer Registration Statement is not Consummated within
150 days of the date hereof, then the Company shall (x) cause to be filed a
shelf registration statement pursuant to Rule 415 under the Act, which may be an
amendment to the Exchange Offer Registration Statement (in either event, the
"Shelf

<PAGE>

                                       -5-

Registration Statement") on or prior to the earliest to occur of (1) the 30th
day after the date on which the Company determines that it is not required to
file the Exchange Offer Registration Statement, (2) the 30th day after the date
on which the Company receives notice from either the Initial Purchasers or a
Holder of Transfer Restricted Notes as contemplated by clause (ii) above, and
(3) the 150th day after the Closing Date (such earliest date being the "Shelf
Filing Deadline"), which Shelf Registration Statement shall provide for resales
of all Transfer Restricted Notes the Holders of which shall have provided the
information required pursuant to Section 4(b) hereof; and (y) use its best
efforts to cause such Shelf Registration Statement to be declared effective by
the Commission on or before the 30th day after the Shelf Filing Deadline.

                The Company shall use its best efforts to keep such Shelf
Registration Statement continuously effective, supplemented and amended as
required by the provisions of Sections 6(b) and (c) hereof to the extent
necessary to ensure that it is available for resales of Notes by the Holders of
Transfer Restricted Notes entitled to the benefit of this Section 4(a), and to
ensure that it conforms with the requirements of this Agreement, the Act and the
policies, rules and regulations of the Commission as announced from time to
time, for a period of at least two years after the effective date of such Shelf
Registration Statement (or for a period of one year after such effective date if
such Shelf Registration Statement is filed at the request of the Initial
Purchasers or a Holder pursuant to clause (ii) above or, for such shorter
period, if, and only if, all of the Notes covered by the Shelf Registration
Statement have been sold pursuant thereto).

                (b)     Provision by Holders of Certain Information in
Connection with the Shelf Registration Statement. No holder of Transfer
Restricted Notes may include any of its Transfer Restricted Notes in any Shelf
Registration Statement pursuant to this Agreement unless and until such Holder
furnishes to the Company in writing, within 20 business days after receipt of a
request therefor, such information as the Company may reasonably request for use
in connection with any Shelf Registration Statement or Prospectus or preliminary
Prospectus included therein. No Holder of Transfer Restricted Notes shall be
entitled to the additional interest specified by Section 5 hereof unless and
until such Holder shall have used its best efforts to provide all such
reasonably requested information. Each Holder as to which any Shelf Registration
Statement is being effected agrees to furnish promptly to the Company all
information required to be disclosed in order to make the information previously
furnished to the Company by such Holder not materially misleading.

                SECTION 5.    Interest Rate Increase.

                In the event that (i) the Exchange Offer Registration Statement
is not filed with the Commission on or prior to 45 days following the Closing
Date, (ii) the Exchange Offer Registration Statement is not declared effective
on or prior to 120 days following the Closing Date or (iii) the Exchange Offer
is not Consummated on or prior to 150 days following the Closing Date or the
Shelf Registration Statement is not declared effective on or prior to 150 days
following the Closing Date, the interest rate borne by the Notes shall be
increased by one-quarter of one percent per annum (a) following such 45-day
period in the case of (i) above, (b) following such 120-day period in the case
of clause (ii) above, (c) following such 150-day period, as applicable, in the
case of clause (iii) above and (d) following each such subsequent 90-day period
in the case of clauses (i), (ii) and (iii) above; provided that the aggregate
increase in such interest rate shall in no event exceed one percent

<PAGE>

                                       -6-

per annum. Upon (x) the filing of the Exchange Offer Registration Statement in
the case of clause (i) above, (y) the effectiveness of the Exchange Offer
Registration Statement in the case of clause (ii) above or (z) the day before
the date of the Consummation of the Exchange Offer or the effectiveness of the
Shelf Registration Statement, as the case may be, in the case of clause (iii)
above, the interest rate borne by the Notes on the date of such filing,
effectiveness or day before the date of Consummation, as the case may be, shall
be reduced by the amount that resulted from such failure to file, failure to be
declared effective, or failure to consummate, as the case may be; provided, that
if after any reduction in interest rate, a different event specified in clauses
(i), (ii) or (iii) above occurs, the interest rate may again be increased
pursuant to the provisions of this Section 5.

                Any amount of interest due pursuant to this Section 5 shall be
payable in cash on the Interest Payment Date.

                SECTION 6.    Registration Procedures.

                (a)     Exchange Offer Registration Statement. In connection
with the Exchange Offer, the Company shall comply with all of the provisions of
Section 6(c) below, shall use its best efforts to effect such exchange to permit
the sale of Transfer Restricted Notes being sold in accordance with the intended
method or methods of distribution thereof, and shall comply with all of the
following provisions:

                  (i)   If in the reasonable opinion of counsel to the Company
              there is a question as to whether the Exchange Offer is permitted
              by applicable law, the Company hereby agrees to seek a no-action
              letter or other favorable decision from the Commission allowing
              the Company to Consummate an Exchange Offer for such Series A
              Notes. The Company hereby agrees to pursue the issuance of such a
              decision to the Commission staff level but shall not be required
              to take commercially unreasonable action to effect a change of
              Commission policy. The Company hereby agrees, however, to (A)
              participate in telephonic conferences with the Commission, (B)
              deliver to the Commission staff an analysis prepared by counsel to
              the Company setting forth the legal bases, if any, upon which such
              counsel has concluded that such an Exchange Offer should be
              permitted and (C) diligently pursue a resolution (which need not
              be favorable) by the Commission staff of such submission.

                 (ii)   As a condition to its participation in the Exchange
              Offer pursuant to the terms of this Agreement, each Holder of
              Transfer Restricted Notes shall furnish, upon the request of the
              Company, prior to the Consummation thereof, a written
              representation to the Company (which may be contained in the
              letter of transmittal contemplated by the Exchange Offer
              Registration Statement) to the effect that (A) it is not an
              affiliate of the Company; (B) it is not engaged in, and does not
              intend to engage in, and has no arrangement or understanding with
              any person to participate in, a distribution (within the mean-ing
              of the Act) of the Series B Notes to be issued in the Exchange
              Offer; (C) it is acquiring the Series B Notes in its ordinary
              course of business; (D) it is not a broker-dealer tendering Notes
              acquired directly from the Company or if it is such a
              broker-dealer, it will comply with the registration and prospectus
              delivery requirements of the Act to the extent

<PAGE>

                                       -7-

              applicable; and (E) it is not acting on behalf of any person who
              could not truthfully make the foregoing representations. In
              addition, all such Holders of Transfer Restricted Notes shall
              otherwise cooperate in the Company's preparations for the Exchange
              Offer. Each Holder hereby acknowledges and agrees that any
              Broker-Dealer and any such Holder using the Exchange Offer to
              participate in a distribution of the securities to be acquired in
              the Exchange Offer (1) could not under Commission policy as in
              effect on the date of this Agreement rely on the position of the
              Commission enunciated in Morgan Stanley and Co., Inc. (available
              June 5, 1991) and Exxon Capital Holdings Corporation (available
              May 13, 1988), as interpreted in the Commission's letter to
              Shearman & Sterling dated July 2, 1993, and similar no-action
              letters (including any no-action letter obtained pursuant to
              clause (i) above), and (2) must comply with the registration and
              prospectus delivery requirements of the Act in connection with a
              secondary resale transaction and that such a secondary resale
              transaction should be covered by an effective registration
              statement containing the selling security holder information
              required by Item 507 or 508, as applicable, of Regulation S-K if
              the resales are of Series B Notes obtained by such Holder in
              exchange for Series A Notes acquired by such Holder directly from
              the Company.

                (iii)   Prior to effectiveness of the Exchange Offer
              Registration Statement, the Company shall provide a supplemental
              letter to the Commission (A) stating that the Company is
              registering the Exchange Offer in reliance on the position of the
              Commission enunciated in Exxon Capital Holdings Corporation
              (available May 13, 1988), Morgan Stanley and Co., Inc. (available
              June 5, 1991) and, if applicable, any no-action letter obtained
              pursuant to clause (i) above and (B) including a representation
              that the Company has not entered into any arrangement or
              understanding with any Person to distribute the Series B Notes to
              be received in the Exchange Offer and that, to the best of the
              Company's information and belief, each Holder participating in the
              Exchange Offer is acquiring the Series B Notes in its ordinary
              course of business and has no arrangement or understanding with
              any Person to participate in the distribution of the Series B
              Notes received in the Exchange Offer.

                (b)     Shelf Registration Statement. In connection with the
Shelf Registration Statement, the Company shall comply with all the provisions
of Section 6(c) below and shall use its best efforts to effect such registration
to permit the sale of the Transfer Restricted Notes being sold in accordance
with the intended method or methods of distribution thereof, and pursuant
thereto the Company will as expeditiously as possible prepare and file with the
Commission a Registration Statement relating to the registration on any
appropriate form under the Act, which form shall be available for the sale of
the Transfer Restricted Notes in accordance with the intended method or methods
of distribution thereof.

                (c)     General Provisions. In connection with any Registration
Statement and any Prospectus required by this Agreement to permit the sale or
resale of Transfer Restricted Notes (including, without limitation, any
Registration Statement and the related Prospectus required to permit resales of
Notes by Broker-Dealers), the Company shall:

<PAGE>

                                       -8-

                  (i)   use its best efforts to keep such Registration
              Statement continuously effective and provide all requisite
              financial statements for the period specified in Section 3 or 4 of
              this Agreement, as applicable; upon the occurrence of any event
              that would cause any such Registration Statement or the Prospectus
              contained therein (A) to contain a material misstatement or
              omission or (B) not to be effective and usable for resale of
              Transfer Restricted Notes during the period required by this
              Agreement, the Company shall file promptly an appropriate
              amendment to such Registration Statement, in the case of clause
              (A), correcting any such misstatement or omission, and, in the
              case of either clause (A) or (B), use its best efforts to cause
              such amendment to be declared effective and such Registration
              Statement and the related Prospectus to become usable for their
              intended purpose(s) as soon as practicable thereafter;

                 (ii)   prepare and file with the Commission such amendments
              and post-effective amendments to the Registration Statement as may
              be necessary to keep the Registration Statement effective for the
              applicable period set forth in Section 3 or 4 hereof, as
              applicable, or such shorter period as will terminate when all
              Transfer Restricted Notes covered by such Registration Statement
              have been sold; cause the Prospectus to be supplemented by any
              required Prospectus supplement, and as so supplemented to be filed
              pursuant to Rule 424 under the Act, and to comply fully with the
              applicable provisions of Rules 424 and 430A under the Act in a
              timely manner; and comply with the provisions of the Act with
              respect to the disposition of all securities covered by such
              Registration Statement during the applicable period in accordance
              with the intended method or methods of distribution by the sellers
              thereof set forth in such Registration Statement or supplement to
              the Prospectus;

                (iii)   advise the underwriter(s), if any, and selling Holders
              promptly and, if requested by such Persons, to confirm such advice
              in writing, (A) when the Prospectus or any Prospectus supplement
              or post-effective amendment has been filed, and, with respect to
              any Registration Statement or any post-effective amendment
              thereto, when the same has become effective, (B) of any request by
              the Commission for amendments to the Registration Statement or
              amendments or supplements to the Prospectus or for additional
              information relating thereto, (C) of the issuance by the
              Commission of any stop order suspending the effectiveness of the
              Registration Statement under the Act or of the suspension by any
              state securities commission of the qualification of the Transfer
              Restricted Notes for offering or sale in any jurisdiction, or the
              initiation of any proceeding for any of the preceding purposes,
              (D) of the existence of any fact or the happening of any event
              that makes any statement of a material fact made in the
              Registration Statement, the Prospectus, any amendment or
              supplement thereto, or any document incorporated by reference
              therein untrue, or that requires the making of any additions to or
              changes in the Registration Statement or the Prospectus in order
              to make the statements therein not misleading. If at any time the
              Commission shall issue any stop order suspending the effectiveness
              of the Registration Statement, or any state securities commission
              or other regulatory authority shall issue an order suspending the
              qualification or exemption from qualification of the Transfer
              Restricted Notes under state securities or Blue Sky laws, the
              Company shall use

<PAGE>

                                       -9-

              its best efforts to obtain the withdrawal or lifting of such order
              at the earliest possible time;

                 (iv)   subject to appropriate confidentiality agreements,
              furnish to each of the selling Holders and each of the
              underwriter(s), if any, before filing with the Commission, copies
              of any Registration Statement or any Prospectus included therein
              or any amendments or supplements to any such Registration
              Statement or Prospectus (including all documents incorporated by
              reference after the initial filing of such Registration
              Statement), which documents will be subject to the review of such
              Holders and underwriter(s), if any, for a period of at least five
              business days, and the Company will not file any such Registration
              Statement or Prospectus or any amendment or supplement to any such
              Registration Statement or Prospectus (including all such documents
              incorporated by reference) to which a selling Holder of Transfer
              Restricted Notes covered by such Registration Statement or the
              underwriter(s), if any, shall reasonably object within five
              business days after the receipt thereof. A selling Holder or
              underwriter, if any, shall be deemed to have reasonably objected
              to such filing if such Registration Statement, amendment,
              Prospectus or supplement, as applicable, as proposed to be filed,
              contains a material misstatement or omission;

                  (v)   subject to appropriate confidentiality agreements,
              promptly prior to the filing of any document that is to be
              incorporated by reference into a Registration Statement or
              Prospectus, provide copies of such document to the selling Holders
              and to the underwriter(s), if any, make the Company's
              representatives available for discussion of such document and
              other customary due diligence matters, and include such
              information in such document prior to the filing thereof as such
              selling Holders or underwriter(s), if any, reasonably may request;

                 (vi)   subject to appropriate confidentiality agreements, to
              make available at reasonable times for inspection by the selling
              Holders, any underwriter participating in any disposition pursuant
              to such Registration Statement, and any attorney or accountant
              retained by such selling Holders or any of the underwriter(s), all
              financial and other records, pertinent corporate documents and
              properties of the Company and cause the Company's officers,
              directors and employees to supply all information reasonably
              requested by any such Holder, underwriter, attorney or accountant
              in connection with such Registration Statement subsequent to the
              filing thereof and prior to its effectiveness;

                (vii)   if requested by any selling Holders or the
              underwriter(s), if any, promptly incorporate in any Registration
              Statement or Prospectus, pursuant to a supplement or
              post-effective amendment if necessary, such information as such
              selling Holders and underwriter(s), if any, may reasonably request
              to have included therein, including, without limitation,
              information relating to the "Plan of Distribution" of the Transfer
              Restricted Notes, information with respect to the principal amount
              of Transfer Restricted Notes being sold to such underwriter(s),
              the purchase price being paid therefor and any other terms of the
              offering of the Transfer Restricted Notes to be sold in such
              offering; and make all required filings of such Prospectus
              supplement or post-effective amendment as soon as

<PAGE>

                                      -10-

              practicable after the Company is notified of the matters to be
              incorporated in such Prospectus supplement or post-effective
              amendment;

               (viii)   cause the Transfer Restricted Notes covered by the
              Registration Statement to be rated with the appropriate rating
              agencies, if so requested by the Holders of a majority in
              aggregate principal amount of Notes covered thereby or the
              underwriter(s), if any;

                 (ix)   furnish to each selling Holder and each of the
              underwriter(s), if any, without charge, at least one copy of the
              Registration Statement, as first filed with the Commission, and of
              each amendment thereto, including all documents incorporated by
              reference therein and, upon request by such selling Holders and
              underwriter(s), all exhibits (including exhibits incorporated
              therein by reference);

                  (x)   deliver to each selling Holder and each of the
              underwriter(s), if any, without charge, as many copies of the
              Prospectus (including each preliminary prospectus) and any
              amendment or supplement thereto as such Persons reasonably may
              request; the Company hereby consents to the use of the Prospectus
              and any amendment or supplement thereto by each of the selling
              Holders and each of the underwriter(s), if any, in connection with
              the offering and the sale of the Transfer Restricted Notes covered
              by the Prospectus or any amendment or supplement thereto;

                 (xi)   enter into such agreements (including an underwriting
              agreement), and make such representations and warranties, and take
              all such other actions in connection therewith in order to
              expedite or facilitate the disposition of the Transfer Restricted
              Notes pursuant to any Shelf Registration Statement contemplated by
              this Agreement, all to such extent as may be requested by any
              Initial Purchaser or by any Holder of Transfer Restricted Notes or
              underwriter in connection with any sale or resale pursuant to any
              Shelf Registration Statement contemplated by this Agreement; and
              whether or not an underwriting agreement is entered into and
              whether or not the registration is an Underwritten Registration,
              the Company shall:

                        (A)   furnish to each Initial Purchaser, each selling
                Holder and each underwriter, if any, in such substance and scope
                as they may request and as are customarily made by issuers to
                underwriters in primary underwritten offerings, upon the date of
                the effectiveness of the Shelf Registration Statement:

                              (1)  a certificate, dated the date of
                        effectiveness of the Shelf Registration Statement,
                        signed by (y) the President or any Vice President and
                        (z) a principal financial or accounting officer of the
                        Company, confirming, as of the date thereof, the matters
                        set forth in Section 7(i) of the Purchase Agreement and
                        such other matters as such parties may reasonably
                        request;

                              (2)  an opinion, dated the date of the Shelf
                        Registration Statement, of counsel for the Company,
                        covering the matters set forth in Section 7(b) of the
                        Purchase Agreement and such other matter as such parties

<PAGE>

                                      -11-

                        may reasonably request, and in any event including a
                        statement to the effect that although such counsel
                        assumes no responsibility for the accuracy or
                        completeness of the statements in the Shelf Registration
                        Statement or Prospectus, such counsel has participated
                        in conferences with officers and other representatives
                        of the Company, representatives of the independent
                        public accountants for the Company, the Initial
                        Purchasers' representatives and the Initial Purchasers'
                        counsel in connection with the preparation of such
                        Registration Statement and the related Prospectus and no
                        facts have come to such counsel's attention that lead
                        such counsel to believe that the Shelf Registration
                        Statement, at the time such Registration Statement or
                        any post-effective amendment thereto became effective
                        (except for financial statements and schedules, if any,
                        and other financial or statistical data included
                        therein, as to which such counsel need make no
                        statement), contained or contains an untrue statement of
                        a material fact or omitted or omits to state a material
                        fact required to be stated therein or necessary in order
                        to make the statements therein not misleading, or that
                        the Prospectus contained in such Registration Statement
                        as of its date, contained an untrue statement of a
                        material fact or omitted to state a material fact
                        necessary in order to make the statements therein, in
                        the light of circumstances under which they were made,
                        not misleading. Without limiting the foregoing, such
                        counsel may state further that such counsel assumes no
                        responsibility for, and has not independently verified,
                        the accuracy, completeness or fairness of the financial
                        statements, notes and schedules and other financial data
                        included in any Shelf Registration Statement
                        contemplated by this Agreement or the related
                        Prospectus; and

                              (3)  a customary comfort letter, dated as of the
                        date of effectiveness of the Shelf Registration
                        Statement, from the Company's independent accountants,
                        in the customary form and covering matters of the type
                        customarily covered in comfort letters by underwriters
                        in connection with primary underwritten offerings, and
                        affirming the matters set forth in the comfort letters
                        delivered pursuant to Section 7(e) of the Purchase
                        Agreement, without exception;

                        (B)   set forth in full or incorporate by reference in
                the underwriting agreement, if any, the indemnification and
                contribution provisions and procedures of Sections 8 and 9
                hereof with respect to all parties to be indemnified pursuant to
                said Sections; and

                        (C)   deliver such other documents and certificates as
                may be reasonably requested by such parties to evidence
                compliance with clause (A) above and with any customary
                conditions contained in the underwriting agreement or other
                agreement entered into by the Company pursuant to this clause
                (xi), if any.

                If at any time during which the Company is obligated to perform
              under this agreement the representations and warranties of the
              Company contemplated in clause (A)(1) above

<PAGE>

                                      -12-

              cease to be true and correct, the Company shall so advise the
              Initial Purchasers and the underwriter(s), if any, and each
              selling Holder promptly and, if requested by such Persons, shall
              confirm such advice in writing;

                (xii)   prior to any public offering of Transfer Restricted
              Notes, cooperate with the selling Holders, the underwriter(s), if
              any, and their respective counsel in connection with the
              registration and qualification of the Transfer Restricted Notes
              under the securities or Blue Sky laws of such jurisdictions as the
              selling Holders or underwriter(s) may request and do any and all
              other acts or things necessary or advisable to enable the
              disposition in such jurisdictions of the Transfer Restricted Notes
              covered by the Shelf Registration Statement; provided, however,
              that the Company shall not be required to register or qualify as a
              foreign corporation where it is not now so qualified or to take
              any action that would subject it to the service of process in
              suits or to taxation, other than as to matters and transactions
              relating to the Registration Statement, in any jurisdiction where
              it is not now so subject;

               (xiii)   shall issue, upon the request of any Holder of Series
              A Notes covered by the Shelf Registration Statement, Series B
              Notes, having an aggregate principal amount equal to the aggregate
              principal amount of Series A Notes surrendered to the Company by
              such Holder in exchange therefor or being sold by such Holder;
              such Series B Notes to be registered in the name of such Holder or
              in the name of the purchaser(s) of such Notes, as the case may be;
              in return, the Series A Notes held by such Holder shall be
              surrendered to the Company for cancellation;

                (xiv)   cooperate with the selling Holders and the
              underwriter(s), if any, to facilitate the timely preparation and
              delivery of certificates representing Transfer Restricted Notes to
              be sold and not bearing any restrictive legends; and enable such
              Transfer Restricted Notes to be in such denominations and
              registered in such names as the Holders or the underwriter(s), if
              any, may request at least two business days prior to any sale of
              Transfer Restricted Notes made by such underwriter(s);

                 (xv)   use its best efforts to cause the Transfer Restricted
              Notes covered by the Registration Statement to be registered with
              or approved by such other governmental agencies or authorities as
              may be necessary to enable the seller or sellers thereof or the
              underwriter(s), if any, to consummate the disposition of such
              Transfer Restricted Notes, subject to the proviso contained in
              clause (xii) above;

                (xvi)   if any fact or event contemplated by clause (c)(iii)
              (D) above shall exist or have occurred, prepare a supplement or
              post-effective amendment to the Registration Statement or related
              Prospectus or any document incorporated therein by reference or
              file any other required document so that, as thereafter delivered
              to the purchasers of Transfer Restricted Notes, the Prospectus
              will not contain an untrue statement of a material fact or omit to
              state any material fact necessary to make the statements therein
              not misleading;

<PAGE>

                                      -13-

                (xvii)  provide a CUSIP number for all Transfer Restricted
              Notes not later than the effective date of the Registration
              Statement and provide the Trustee under the Indenture with printed
              certificates for the Transfer Restricted Notes which are in a form
              eligible for deposit with the Depository Trust Company;

               (xviii)  cooperate and assist in any filings required to be
              made with the NASD and in the performance of any due diligence
              investigation by any underwriter (including any "qualified
              independent underwriter") that is required to be retained in
              accordance with the rules and regulations of the NASD, and use its
              reasonable best efforts to cause such Registration Statement to
              become effective and approved by such governmental agencies or
              authorities as may be necessary to enable the Holders selling
              Transfer Restricted Notes to consummate the disposition of such
              Transfer Restricted Notes;

                (xix)   otherwise use its best efforts to comply with all
              applicable rules and regulations of the Commission, and make
              generally available to its security holders, as soon as
              practicable, a consolidated earnings statement meeting the
              requirements of Rule 158 (which need not be audited) for the
              twelve-month period (A) commencing at the end of any fiscal
              quarter in which Transfer Restricted Notes are sold to
              underwriters in a firm or best efforts Underwritten Offering or
              (B) if not sold to underwriters in such an offering, beginning
              with the first month of the Company's first fiscal quarter
              commencing after the effective date of the Registration Statement;

                 (xx)   cause the Indenture to be qualified under the TIA not
              later than the effective date of the first Registration Statement
              required by this Agreement, and, in connection therewith,
              cooperate with the Trustee and the Holders of Notes to effect such
              changes to the Indenture as may be required for such Indenture to
              be so qualified in accordance with the terms of the TIA; and
              execute and use its best efforts to cause the Trustee to execute,
              all documents that may be required to effect such changes and all
              other forms and documents required to be filed with the Commission
              to enable such Indenture to be so qualified in a timely manner;

                (xxi)   cause all Transfer Restricted Notes covered by the
              Registration Statement to be listed on each securities exchange on
              which similar securities issued by the Company are then listed if
              requested by the Holders of a majority in aggregate principal
              amount of Series A Notes or the managing underwriter(s), if any;
              and

               (xxii)   provide promptly to each Holder upon request each
              document filed with the Commission pursuant to the requirements of
              Section 13 and Section 15 of the Exchange Act.

                Each Holder agrees by acquisition of a Transfer Restricted
Note that, upon receipt of any notice from the Company of the existence of any
fact of the kind described in Section 6(c)(iii)(D) hereof, such Holder will
forthwith discontinue disposition of Transfer Restricted Notes pursuant to the
applicable Registration Statement until such Holder's receipt of the copies of
the supplemented or amended Prospectus contemplated by Section 6(c)(xvi) hereof,
or until it is advised in writing (the

<PAGE>

                                      -14-

"Advice") by the Company that the use of the Prospectus may be resumed, and has
received copies of any additional or supplemental filings that are incorporated
by reference in the Prospectus. If so directed by the Company, each Holder will
deliver to the Company (at the Company's expense) all copies, other than
permanent file copies then in such Holder's possession, of the Prospectus
covering such Transfer Restricted Notes that was current at the time of receipt
of such notice. In the event the Company shall give any such notice, the time
period regarding the effectiveness of such Registration Statement set forth in
Section 3 or 4 hereof, as applicable, shall be extended by the number of days
during the period from and including the date of the giving of such notice
pursuant to Section 6(c)(iii)(D) hereof to and including the date when each
selling Holder covered by such Registration Statement shall have received the
copies of the supplemented or amended Prospectus contemplated by Section
6(c)(xvi) hereof or shall have received the Advice.

                SECTION 7.    Registration Expenses.

                (a)     All expenses incident to the Company's performance of or
compliance with this Agreement will be borne by the Company, regardless of
whether a Registration Statement becomes effective, including without
limitation: (i) all registration and filing fees and expenses (including filings
made by any Initial Purchaser or Holder with the NASD (and, if applicable, the
fees and expenses of any "qualified independent underwriter" and its counsel
that may be required by the rules and regulations of the NASD)); (ii) all fees
and expenses of compliance with federal securities and state Blue Sky or
securities laws; (iii) all expenses of printing (including printing certificates
for the Series B Notes to be issued in the Exchange Offer and printing of
Prospectuses), messenger and delivery services and telephone; (iv) all fees and
disbursements of counsel for the Company and, subject to Section 7(b) below, the
Holders of Transfer Restricted Notes; (v) all application and filing fees in
connection with listing Notes on a national securities exchange or automated
quotation system pursuant to the requirements hereof; (vi) the fees and expenses
of the Trustee, including the fees and disbursements of counsel for the Trustee,
in connection with the Indenture and the Notes; and (vii) all fees and
disbursements of independent certified public accountants of the Company
(including the expenses of any special audit and comfort letters required by or
incident to such performance).

                The Company will, in any event, bear its internal expenses
(including, without limitation, all salaries and expenses of its officers and
employees performing legal or accounting duties), the expenses of any annual
audit and the fees and expenses of any Person, including special experts,
retained by the Company.

                (b)     In connection with any Shelf Registration Statement
required by this Agreement, the Company will reimburse the Initial Purchasers
and the Holders of Transfer Restricted Notes being registered pursuant to the
Shelf Registration Statement, for the reasonable fees and disbursements of not
more than one counsel, to the extent such counsel is deemed necessary by such
Initial Purchasers or Holders of Transfer Restricted Notes, who shall be such
counsel as may be chosen by the Holders of a majority in principal amount of the
Transfer Restricted Notes for whose benefit such Registration Statement is being
prepared.

<PAGE>

                                      -15-

                SECTION 8.    Indemnification.

                (a)     The Company agrees to indemnify and hold harmless each
Holder and each person, if any, who controls any Holder within the meaning of
Section 15 of the Act or Section 20 of the Exchange Act as follows:

                  (i)   against any and all loss, liability, claim, damage and
              expense whatsoever, as incurred, arising out of any untrue
              statement or alleged untrue statement of a material fact contained
              or incorporated by reference in any Registration Statement (or any
              amendment or supplement thereto) or any omission or alleged
              omission therefrom of a 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 or
              arising out of any untrue statement or alleged untrue statement of
              a material fact contained or incorporated by reference in any
              preliminary Prospectus or Prospectus (or any amendment or
              supplement thereto) or any omission or alleged omission therefrom
              of a material fact required to be stated therein or necessary in
              order to make the statements therein, in the light of the
              circumstances under which they were made, not misleading;

                 (ii)   against any and all loss, liability, claim, damage and
              expense whatsoever, as incurred, to the extent of the aggregate
              amount paid in settlement of any litigation, or any investigation
              or proceeding by any governmental agency or body, commenced or
              threatened, or of any claim whatsoever based upon any such untrue
              statement or omission, or any such alleged untrue statement or
              omission; provided that (subject to Section 8(d) below) any such
              settlement is effected with the written consent of the Company;
              and

                (iii)   against any and all expense whatsoever, as incurred
              (including the fees and disbursements of counsel chosen by
              Deutsche Bank Securities Inc.), reasonably incurred in
              investigating, preparing or defending against any litigation, or
              any investigation or proceeding by any governmental agency or
              body, commenced or threatened, or any claim whatsoever based upon
              any such untrue statement or omission, or any such alleged untrue
              statement or omission, to the extent that any such expense is not
              paid under (i) or (ii) above;

provided, however, that this indemnity agreement shall not apply to any loss,
liability, claim, damage or expense to the extent arising out of any untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with written information furnished to the Company by any
Holder expressly for use in the Registration Statement or the Prospectus.

                (b)     In the case of a Shelf Registration, each Holder of
Transfer Restricted Notes, severally and not jointly, agrees to indemnify and
hold harmless the Company, its directors, each of its officers who signs any
Registration Statement and each person, if any, who controls the Company within
the meaning of Section 15 of the Act or Section 20 of the Exchange Act against
any and all loss, liability, claim, damage and expense described in the
indemnity contained in subsection (a) of this Section, as incurred, but only
with respect to untrue statements or omissions, or alleged untrue statements or
omissions, made in the Registration Statement or Prospectus (or any amendment or
supplement

<PAGE>

                                      -16-

thereto) in reliance upon and in conformity with written information furnished
to the Company by such Holder expressly for use in the Registration Statement or
Prospectus (or any amendment or supplement thereto) provided, however, that no
such Holder shall be liable for any claims hereunder in excess of the amount of
net proceeds received by such Holder from the sale of Transfer Restricted Notes
pursuant to such Shelf Registration Statement.

                (c)     Each indemnified party shall give notice as promptly as
reasonably practicable to each indemnifying party of any action commenced
against it in respect of which indemnity may be sought hereunder, but failure to
so notify an indemnifying party shall not relieve such indemnifying party from
any liability hereunder to the extent it is not materially prejudiced as a
result thereof and in any event shall not relieve it from any liability which it
may have otherwise than on account of this indemnity agreement. In the case of
parties indemnified pursuant to Section 8(a) above, counsel to the indemnified
parties shall be selected by Deutsche Bank Securities Inc., and, in the case of
parties indemnified pursuant to Section 8(b) above, counsel to the indemnified
parties shall be selected by the Company. An indemnifying party may participate
at its own expense in the defense of any such action; provided, however, that
counsel to the indemnifying party shall not (except with the consent of the
indemnified party) also be counsel to the indemnified party. In no event shall
the indemnifying parties be liable for fees and expenses of more than one
counsel (in addition to any local counsel) for all indemnified parties in
connection with any one action or separate but similar or related actions in the
same jurisdiction arising out of the same general allegations or circumstances.
No indemnifying party shall, without the prior written consent of the
indemnified parties, settle or compromise or consent to the entry of any
judgment with respect to any litigation, or any investigation or proceeding by
any governmental agency or body, commenced or threatened, or any claim
whatsoever in respect of which indemnification or contribution could be sought
under this Section 8 or Section 9 hereof (whether or not the indemnified parties
are actual or potential parties thereto), unless such settlement, compromise or
consent (i) does not involve injunctive relief, (ii) includes an unconditional
release of each indemnified party from all liability arising out of such
litigation, investigation, proceeding or claim 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 any indemnified party.

                (d)     If at any time an indemnified party shall have requested
an indemnifying party to reimburse the indemnified party for fees and expenses
of counsel, such indemnifying party agrees that it shall be liable for any
settlement of the nature contemplated by Section 8(a)(ii) effected without its
written consent if (i) such settlement is entered into more than 45 days after
receipt by such indemnifying party of the aforesaid request, (ii) such
indemnifying party shall have received notice of the terms of such settlement at
least 30 days prior to such settlement being entered into and (iii) such
indemnifying party shall not have reimbursed such indemnified party in
accordance with such request prior to the date of such settlement.

                SECTION 9.    Contribution.

                If the indemnification provided for in Section 8 hereof is for
any reason unavailable to or insufficient to hold harmless an indemnified party
in respect of any losses, liabilities, claims, damages or expenses referred to
therein, then each indemnifying party shall contribute to the aggregate amount
of such losses, liabilities, claims, damages and expenses incurred by such
indemnified

<PAGE>

                                      -17-

party, as incurred, (i) in such proportion as is appropriate to reflect the
relative benefits received by such indemnifying party or parties on the one hand
and such indemnified party or parties on the other hand or (ii) if the
allocation provided by clause (i) is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits referred
to in clause (i) above but also the relative fault of such indemnifying party or
parties on the one hand and of such indemnified party or parties on the other
hand in connection with the statements or omissions which resulted in such
losses, liabilities, claims, damages or expenses, as well as any other relevant
equitable considerations.

                The relative benefits received by such indemnifying party or
parties on the one hand and such indemnified party or parties on the other hand
in connection with the Notes shall be deemed to be in the same respective
proportions as the total net proceeds from the Notes received by such
indemnifying party or parties and the amount received by such indemnified party
or parties from the sale of their Transfer Restricted Notes.

                The relative fault of such indemnifying party or parties on the
one hand and such indemnified party or parties 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 such indemnifying party or
parties or by such indemnified party or parties and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission.

                The Company and the Holders agree that it would not be just and
equitable if contribution pursuant to this Section 9 were determined by pro rata
allocation (even if the Holders 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 above in this Section 9. The aggregate amount of
losses, liabilities, claims, damages and expenses incurred by an indemnified
party and referred to above in this Section 9 shall be deemed to include any
legal or other expenses reasonably incurred by such indemnified party in
investigating, preparing or defending against any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, or carry claim whatsoever based upon any such untrue or alleged
untrue statement or omission or alleged omission.

                Notwithstanding the provisions of this Section 9, no Holder
shall be required to contribute any amount in excess of the amount by which the
total price at which Notes purchased by it and distributed to the public were
offered to the public exceeds the amount of any damages which such Holder has
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission.

                No person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation.

                For purposes of this Section 9, each person, if any, who
controls any Holder within the meaning of Section 15 of the Act or Section 20 of
the Exchange Act shall have the same rights to contribution as such Holder and
each director of the Company, each officer of the Company who has signed any
Registration Statement, and each person, if any, who controls the Company within
the

<PAGE>

                                      -18-

meaning of Section 15 of the Act or Section 20 of the Exchange Act shall
have the same rights to contribution as the Company. The Holders respective
obligations to contribute pursuant to this Section 9 are several in proportion
to the principal amount of Series A Notes held by each of the Holders hereunder
and not joint. The parties hereto agree that any underwriting discount or
commission or reimbursement of fees paid to any Initial Purchaser pursuant to
the Purchase Agreement shall not be deemed to be a benefit received by any
Initial Purchaser in connection with this Agreement.

                SECTION 10.   Rule 144A.

                For so long as the Company is subject to the reporting
requirements of Section 13 or 15 of the Exchange Act, the Company covenants that
it will file the reports required to be filed by it under Section 13(a) or 15(d)
of the Exchange Act and the rules and regulations adopted by the Commission
thereunder, that if it ceases to be so required to file such reports, it will
upon the request of any Holder of Transfer Restricted Notes (i) make publicly
available such information as is necessary to permit sales pursuant to Rule 144
under the Act, (ii) deliver such information to a prospective purchaser as is
necessary to permit sales pursuant to Rule 144A under the Act and it will take
such further action as any Holder of Transfer Restricted Notes may reasonably
request in writing, and (iii) take such further action that is reasonable in the
circumstances, in each case, to the extent required from time to time to enable
such Holder to sell its Transfer Restricted Notes without registration under the
Act within the limitation of the exemptions provided by (x) Rule 144 under the
Act, as such Rule may be amended from time to time, (y) Rule 144A under the Act,
as such Rule may be amended from time to time, or (z) any similar rules or
regulations hereafter adopted by the Commission. Upon the written request of any
Holder of Transfer Restricted Notes, the Company will deliver to such Holder a
written statement as to whether it has complied with such requirements.

                SECTION 11.   Participation in Underwritten Registrations.

                No Holder may participate in any Underwritten Registration
hereunder unless such Holder (a) agrees to sell such Holder's Transfer
Restricted Notes on the basis provided in any underwriting arrangements approved
by the Persons entitled hereunder to approve such arrangements and (b) completes
and executes all reasonable questionnaires, powers of attorney, indemnities,
underwriting agreements, lock-up letters and other documents required under the
terms of such underwriting arrangements.

                SECTION 12.   Selection of Underwriters.

                The Holders of Transfer Restricted Notes covered by the Shelf
Registration Statement who desire to do so may sell such Transfer Restricted
Notes in an Underwritten Offering. In any such Underwritten Offering, the
investment banker or investment bankers and manager or managers that will
administer the offering will be selected by the Holders of a majority in
aggregate principal amount of the Transfer Restricted Notes included in such
offering; provided, that such investment bankers and managers must be reasonably
satisfactory to the Company.

<PAGE>

                                      -19-

                SECTION 13.   Miscellaneous.

                (a)     Remedies. The Company agrees that monetary damages
(including the additional interest contemplated by Section 5 hereof) would not
be adequate compensation for any loss incurred by reason of a breach by it of
the provisions of this Agreement and hereby agree to waive the defense in any
action for specific performance that a remedy at law would be adequate.

                (b)     No Inconsistent Agreements. The Company will not, on or
after the date of this Agreement enter into any agreement with respect to its
securities that is inconsistent with the rights granted to the Holders in this
Agreement or otherwise conflicts with the provisions hereof. The Company has not
previously entered into any agreement granting any registration rights with
respect to its securities to any Person. The rights granted to the Holders
hereunder do not in any way conflict with and are not inconsistent with the
rights granted to the holders of the Company's securities under any agreement in
effect on the date hereof.

                (c)     Adjustments Affecting the Notes. The Company will not
take any action, or permit any change to occur, with respect to the Notes that
would materially and adversely affect the ability of the Holders to Consummate
any Exchange Offer.

                (d)     Amendments and Waivers. The provisions of this Agreement
may not be amended, modified or supplemented, and waivers or consents to or
departures from the provisions hereof may not be given unless the Company has
obtained the written consent of Holders of a majority of the outstanding
principal amount of Transfer Restricted Notes. Notwithstanding the foregoing, a
waiver or consent to departure from the provisions hereof that relates
exclusively to the rights of Holders whose securities are being tendered
pursuant to the Exchange Offer and that does not affect directly or indirectly
the rights of other Holders whose securities are not being tendered pursuant to
such Exchange Offer may be given by the Holders of a majority of the outstanding
principal amount of Transfer Restricted Notes being tendered or registered.

                (e)     Notices. All notices and other communications provided
for or permitted hereunder shall be made in writing by hand-delivery,
first-class mail (registered or certified, return receipt requested), telex,
telecopier, or air courier guaranteeing overnight delivery:

                  (i)   if to a Holder, at the address set forth on the
              records of the Registrar under the Indenture, with a copy to the
              Registrar under the Indenture; and

<PAGE>

                                      -20-

                 (ii)   if to the Company:

                        Allbritton Communications Company
                        808 Seventeenth Street, N.W.
                        Suite 300
                        Washington, D.C.  20006
                        Telecopier No.:  (202) 530-0318
                        Attention:  Stephen P. Gibson

                        With a copy to:

                        Fulbright & Jaworski L.L.P.
                        801 Pennsylvania Avenue, N.W.
                        Suite 400
                        Washington, D.C.  20004-2604
                        Telecopier No.:  (202) 662-4643
                        Attention:  Marilyn Mooney, Esq.

All such notices and communications shall be deemed to have been duly given: at
the time delivered by hand, if personally delivered; five business days after
being deposited in the mail, postage prepaid, if mailed; when answered back, if
telexed; when receipt acknowledged, if telecopied; and on the next business day,
if timely delivered to an air courier guaranteeing overnight delivery.

                Copies of all such notices, demands or other communications
shall be concurrently delivered by the Person giving the same to the Trustee at
the address specified in the Indenture.

                (f)     Successors and Assigns. This Agreement shall inure to
the benefit of and be binding upon the successors and assigns of each of the
parties, including without limitation and without the need for an express
assignment, subsequent Holders of Transfer Restricted Notes; provided, however,
that this Agreement shall not inure to the benefit of or be binding upon a
successor or assign of a Holder unless and to the extent such successor or
assign legally acquired Transfer Restricted Notes from such Holder.

                (g)     Counterparts. This Agreement may be executed in any
number of counterparts and by the parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original and all of which
taken together shall constitute one and the same agreement.

                (h)     Headings. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.

                (i)     Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD
TO THE CONFLICT OF LAW RULES THEREOF.

<PAGE>

                                      -21-

                (j)     Severability. In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstance, is
held invalid, illegal or unenforceable, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions contained herein shall not be affected or impaired thereby.

                (k)     Entire Agreement. This Agreement together with the
Purchase Agreement, the Indenture, the Notes and the Escrow Agreement (as
defined in the Purchase Agreement) is intended by the parties as a final
expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein. There are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein
with respect to the registration rights granted by the Company with respect to
the Transfer Restricted Notes. This Agreement supersedes all prior agreements
and understandings between the parties with respect to such subject matter.

<PAGE>

                IN WITNESS WHEREOF, the parties have executed this Agreement as
of the date first written above.

                                       ALLBRITTON COMMUNICATIONS COMPANY


                                       By: /s/ Stephen P. Gibson
                                           ---------------------
                                           Name:  Stephen P. Gibson
                                           Title: Chief Financial Officer


                                       DEUTSCHE BANK SECURITIES INC.


                                       By: /s/ Carl Mayer
                                           --------------
                                           Name:  Carl Mayer
                                           Title: Managing Director


                                       By: /s/ Chris Johnson
                                           -----------------
                                           Name:  Chris Johnson
                                           Title: Managing Director


                                       FLEET SECURITIES INC.


                                       By: /s/ Marc Mainelli
                                           ----------------
                                           Name:  Marc Mainelli
                                           Title: Director

                                       S-1

</TEXT>
</DOCUMENT>
