EXECUTION COPY




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                                 FIRST AMENDMENT

                          Dated as of December 19, 2001

                                       TO

                    THE AMENDED AND RESTATED CREDIT AGREEMENT

                           Dated as of March 27, 2001

                                      Among
                       ALLBRITTON COMMUNICATIONS COMPANY,
                                as the Borrower,
                    the financial institutions party thereto,
                                  as the Banks,
                              FLEET NATIONAL BANK,
                                  as the Agent,
                                       and
                         DEUTSCHE BANC ALEX. BROWN INC.,
                           as the Documentation Agent







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<PAGE>

                                 FIRST AMENDMENT


    This FIRST AMENDMENT to the Amended and Restated Credit  Agreement  referred
to below is entered into as of December 19, 2001 (this "Amendment") by and among
ALLBRITTON COMMUNICATIONS COMPANY, a Delaware corporation (the "Borrower"),  the
Banks parties hereto, FLEET NATIONAL BANK, as Agent (the "Agent"),  and DEUTSCHE
BANC ALEX. BROWN INC., as Documentation Agent (the "Documentation Agent").

                                    Recitals

        The Borrower, the Banks, the Agent and the Document Agent are parties to
a Credit  Agreement  dated as of March 27,  2001 (the  "Credit  Agreement")  and
desire to amend the Credit Agreement in various respects.  All capitalized terms
used herein and not otherwise  defined  herein shall have the meanings  ascribed
thereto in the Credit Agreement.

        NOW,  THEREFORE,  subject  to  the  satisfaction  of the  conditions  to
effectiveness  specified  in  Section  2, the  parties  hereto  hereby  agree as
follows:

     Section 1.   Amendments to the Credit Agreement.

              (a)   Section 8.1 of  the Credit  Agreement  is hereby  amended to
delete  therefrom  the phrase "to be less than  1.75:1.0  from the period ending
March 31, 2001 to December 31, 2003 and 1.9:1.0  thereafter"  and to  substitute
for such phrase the new phrase

              "to be less  than (i)  1.5:1.0  for any  period  ending  after the
              Closing  Date and prior to October  1, 2002,  (ii) 1.75 to 1.0 for
              any period  ending after  September 30, 2002 and prior to December
              31, 2003, and (iii) 1.9:1.0 for any period ending thereafter".

              (b)   Section 8.2  of the  Credit  Agreement is hereby  amended to
delete the first two rows (other than the header row of the table  therein) from
such section and to substitute therefor the following rows:

               ------------------------------------------------ ------------
               Closing Date to 12/31/01                         7.00
               ------------------------------------------------ ------------
               ------------------------------------------------ ------------
               1/1/02 to 9/30/02                                6.75
               ------------------------------------------------ ------------


     Section 2.   Effectiveness;  Conditions  to  Effectiveness.  This Amendment
shall become  effective as of the date first written above upon execution hereof
by the Borrower, the Banks, the Agent and the Documentation Agent and payment to
the Agent for the ratable  benefit of the Banks an amendment fee equal to 0.125%
of the aggregate Commitments.

     Section 3.  Representations and Warranties; No Default. The Borrower hereby
confirms to the Agent, the Banks and the Documentation Agent, that, after giving
effect to this Amendment, the representations and warranties of the Borrower set
forth in  Section 5 (other  than

<PAGE>

Section 5.4.2) of the Credit Agreement (as amended hereby) as of the date hereof
(except to the extent of changes  resulting from  transactions  contemplated  or
permitted by the Credit  Agreement and changes  occurring in the ordinary course
of business that singly or in the aggregate are not materially  adverse,  and to
the extent that such  representations  and  warranties  relate  expressly  to an
earlier  date),  as if set forth herein in full. The Borrower  hereby  certifies
that no Default or Event of Default has  occurred  and is  continuing  under the
Credit Agreement.

     Section 4.   Miscellaneous. The  Borrower agrees to  pay on demand  all the
Agent's  reasonable  expenses  in  preparing,   executing  and  delivering  this
Amendment,  and  all  related  instruments  and  documents,  including,  without
limitation,  the  reasonable  fees and  out-of-pocket  expenses  of the  Agent's
special  counsel,  Goodwin  Procter LLP. This Amendment shall be a Loan Document
and  shall be  governed  by and  construed  and  enforced  under the laws of The
Commonwealth of Massachusetts.


                           [Signature Page(s) Follow]

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<PAGE>


        IN  WITNESS  WHEREOF,  the  Borrower,  the  Banks,  the  Agent  and  the
Documentation  Agent have  caused  this  Amendment  to be executed by their duly
authorized officers as of the date first set forth above.


                                            ALLBRITTON COMMUNICATIONS COMPANY


                                            By:   /s/ Stephen P. Gibson
                                                --------------------------------
                                                Name:   Stephen P. Gibson
                                                Title:  Senior Vice President


                                            FLEET NATIONAL BANK, individually
                                            and as Agent


                                            By:   /s/ Manuel Burgueno
                                                --------------------------------
                                                Name:   Manuel Burgueno
                                                Title:  Director


                                            BANKERS TRUST COMPANY


                                            By:   /s/ Gregory Shefrin
                                                --------------------------------
                                                Name:   Gregory Shefrin
                                                Title:  Director


                                            DEUTSCHE BANC ALEX.BROWN INC.,
                                            as Documentation Agent


                                            By:   /s/ Daniel B. Graves
                                                --------------------------------
                                                Name:   Daniel B. Graves
                                                Title:  Managing Director




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