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                                                                    Exhibit 10.2

                                 A-2/B EXCHANGE

                          REGISTRATION RIGHTS AGREEMENT

                          Dated as of February 6, 2003

                                  by and among

                        ALLBRITTON COMMUNICATIONS COMPANY

                                       and

                          DEUTSCHE BANK SECURITIES INC.

                              FLEET SECURITIES INC.

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                                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 ......................................6

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

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

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

SECTION 9.        Contribution ...............................................17

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

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

SECTION 12.       Selection of Underwriters ..................................19

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

                                      -i-

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     This Registration Rights Agreement (this "Agreement") is made and entered
into as of February 6, 2003, 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-2 Senior Subordinated Notes due 2012 (the "Series A-2 Notes") pursuant
to the Purchase Agreement (as defined below).

     This Agreement is made pursuant to the Purchase Agreement, dated January
28, 2003 (the "Purchase Agreement"), by and among the Company and the Initial
Purchasers. In order to induce the Initial Purchasers to purchase the Series A-2
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-2 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.


                                       1

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

     Existing Series B Notes: The Company's 7 3/4% Series B Senior Subordinated
Notes due 2012 issued pursuant to the Indenture in the exchange offer pursuant
to the Registration Rights Agreement dated as of December 20, 2002 by and among
Allbritton Communications Company, Deutsche Bank Securities Inc. and Fleet
Securities Inc.

     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-2 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.

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          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 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 90
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 150 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 180 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.

                                       3

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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.

     (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-2 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-2 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.

     (d) The Company shall use its best efforts to cause the Series B Notes to
be the same in all respects to the Existing Series B Notes, including without
limitation bearing the same CUSIP number.

     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

                                       4

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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-2 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 180 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 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 180th 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.

                                       5

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     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 90 days following the Closing Date,
(ii) the Exchange Offer Registration Statement is not declared effective on or
prior to 150 days following the Closing Date or (iii) the Exchange Offer is not
Consummated on or prior to 180 days following the Closing Date or the Shelf
Registration Statement is not declared effective on or prior to 180 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 90-day
period in the case of (i) above, (b) following such 150-day period in the case
of clause (ii) above, (c) following such 180-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 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-2 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.

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          (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 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-2 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

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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:

          (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

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     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 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;

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<PAGE>
          (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 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:

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<PAGE>
                    (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 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 under written
               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

                                       11

<PAGE>
          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 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-2 Notes
     covered by the Shelf Registration Statement, Series B Notes, having an
     aggregate principal amount equal to the aggregate principal amount of
     Series A-2 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-2 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 under-

                                       12

<PAGE>
     writer(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;

          (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-2 Notes or
     the managing underwriter(s), if any; and

                                       13

<PAGE>
          (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 "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.

                                       14

<PAGE>
     (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.

     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.

                                       15

<PAGE>
     (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 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.

                                       16

<PAGE>
     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
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.

                                       17

<PAGE>
     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 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-2 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.

                                       18

<PAGE>
     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.

     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

                                       19

<PAGE>
               (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.

                                       20

<PAGE>
     (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.

                                       21

<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: Senior Vice President



                              DEUTSCHE BANK SECURITIES INC.

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

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



                              FLEET SECURITIES INC.

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

                                      S-1