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                                                                  EXECUTION COPY










                          LENFEST COMMUNICATIONS, INC.

                          7.625% Senior Notes due 2008
                    8.250% Senior Subordinated Notes due 2008


                             REGISTRATION AGREEMENT


                                                              New York, New York

                                                                January 30, 1998


To:  SALOMON BROTHERS INC
         NATIONSBANC MONTGOMERY SECURITIES LLC

In care of:

Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048

Ladies and Gentlemen:

                  Lenfest Communications, Inc., a Delaware corporation (the
"Company"), proposes to issue and sell to you (the "Purchasers"), upon the terms
set forth in a purchase agreement of even date herewith (the "Purchase
Agreement"), its 7.625% Senior Notes due 2008 (the "Senior Securities") and its
8.250% Senior Subordinated Notes due 2008 (the "Senior Subordinated Securities",
and together with the Senior Securities, the "Securities") (the "Initial
Placement"). As an inducement to you to enter into the Purchase Agreement and in
satisfaction of a condition to your obligations thereunder, the Company agrees
with you, (i) for your benefit and (ii) for the benefit of the holders from time
to time of the Securities, including yourself (each of the foregoing a "Holder"
and together the "Holders"), as follows:

                  1. Definitions. Capitalized terms used herein without
definition shall have their respective meanings set forth in the Purchase
Agreement. As used in this Agreement, the following capitalized defined terms
shall have the following meanings:

                  "Act" means the Securities Act of 1933, as amended, and the
rules and regulations of the Commission promulgated thereunder.




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                  "Affiliate" of any specified person means any other person
which, directly or indirectly, is in control of, is controlled by, or is under
common control with, such specified person. For purposes of this definition,
control of a person means the power, direct or indirect, to direct or cause the
direction of the management and policies of such person whether by contract or
otherwise; and the terms "controlling" and "controlled" have meanings
correlative to the foregoing.

                  "Commission" means the Securities and Exchange
Commission.

                  "Company" has the meaning set forth in the
preamble hereto.

                  "Exchange Act" means the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Commission promulgated thereunder.

                  "Exchange Offer Registration Period" means the one year period
following the consummation of the Registered Exchange Offer, exclusive of any
period during which any stop order shall be in effect suspending the
effectiveness of the Exchange Offer Registration Statement.

                  "Exchange Offer Registration Statement" means a registration
statement of the Company on an appropriate form under the Act with respect to
the Registered Exchange Offer, all amendments and supplements to such
registration statement, including post-effective amendments, in each case
including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.

                  "Exchanging Dealer" means any Holder (which may include the
Purchasers or their affiliates) which is a broker-dealer, electing to exchange
Securities acquired for its own account as a result of market-making activities
or other trading activities, for New Securities.

                  "Holder" has the meaning set forth in the preamble
hereto.

                  "Indentures" mean the Indentures relating to the Securities
and the New Securities dated as of February 5, 1998, between the Company and The
Bank of New York, as trustee, as the same may be amended from time to time in
accordance with the terms thereof.





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                  "Initial Placement" has the meaning set forth in
the preamble hereto.

                  "Majority Holders" means the Holders of a majority of the
aggregate principal amount of the Senior Securities or the Senior Subordinated
Securities, as applicable, registered under a Registration Statement.

                  "Managing Underwriters" means the investment banker or
investment bankers and manager or managers that shall administer an underwritten
offering.

                  "New Securities" means debt securities of the Company
identical in all material respects to the Securities (except that the interest
rate step-up provisions set forth in Section 3 of the Senior Subordinated
Securities and the Senior Securities, as applicable, and the transfer
restrictions will be modified or eliminated, as appropriate), to be issued under
the Indentures. 1/

                  "Prospectus" means the prospectus included in any Registration
Statement (including a prospectus that discloses information previously omitted
from a prospectus filed as part of an effective registration statement in
reliance upon Rule 430A under the Act), as amended or supplemented by any
prospectus supplement, with respect to the terms of the offering of any portion
of the Securities or the New Securities, covered by such Registration Statement,
and all amendments and supplements to the Prospectus, including post-effective
amendments.

                  "Purchase Agreement" has the meaning set forth in
the preamble hereto.

                  "Purchasers" has the meaning set forth in the
preamble hereto.

                  "Registered Exchange Offer" means the proposed offer to the
Holders to issue and deliver to such Holders, in exchange for the Securities, a
like principal amount of the New Securities.

                  "Registration Statement" means any Exchange Offer
Registration Statement or Shelf Registration Statement that
--------
     1/ It is intended that the interest rate step-up provisions be included in
the form of security and not in this Agreement.




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covers any of the Securities or the New Securities pursuant to the provisions of
this Agreement, amendments and supplements to such registration statement,
including post-effective amendments, in each case including the Prospectus
contained therein, all exhibits thereto and all material incorporated by
reference therein.

                  "Securities" has the meaning set forth in the
preamble hereto.

                  "Shelf Registration" means a registration effected
pursuant to Section 3 hereof.

                  "Shelf Registration Period" has the meaning set
forth in Section 3(b) hereof.

                  "Shelf Registration Statement" means a "shelf" registration
statement of the Company pursuant to the provisions of Section 3 hereof which
covers some or all of the Securities or New Securities, as applicable, on an
appropriate form under Rule 415 under the Act, or any similar rule that may be
adopted by the Commission, amendments and supplements to such registration
statement, including post-effective amendments, in each case including the
Prospectus contained therein, all exhibits thereto and all material incorporated
by reference therein.

                  "Trustee" means the trustee with respect to the Securities and
the New Securities under the Indentures.

                  "underwriter" means any underwriter of Securities in
connection with an offering thereof under a Shelf Registration Statement.

                  2. Registered Exchange Offer; Resales of New Securities by
Exchanging Dealers; Private Exchange. (a) The Company shall prepare and, not
later than 90 days following the Closing Date, shall file with the Commission
the Exchange Offer Registration Statement with respect to the Registered
Exchange Offer. The Company shall cause such Exchange Offer Registration
Statement to become effective under the Act within 150 days of the Closing Date.

                  (b) Upon the effectiveness of the Exchange Offer Registration
Statement, the Company shall promptly commence the Registered Exchange Offer, it
being the objective of such Registered Exchange Offer to enable each Holder
electing to exchange Securities for New Securities (assuming that such Holder is
not an affiliate of the Company within




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the meaning of the Act, acquires the New Securities in the ordinary course of
such Holder's business and has no arrangements with any person to participate in
the distribution of the New Securities) to trade such New Securities from and
after their receipt without any limitations or restrictions under the Act and
without material restrictions under the securities laws of a substantial
proportion of the several states of the United States.

                  (c) In connection with the Registered Exchange Offer, the
Company shall:

                  (i) mail or cause to be mailed to each Holder a copy of the
         Prospectus forming part of the Exchange Offer Registration Statement,
         together with an appropriate letter of transmittal and related
         documents;

                  (ii) keep the Registered Exchange Offer open for not less than
         30 days and not more than 45 days after the date notice thereof is
         mailed to the Holders (or longer if required by applicable law);

                  (iii) utilize the services of a depositary for the Registered
         Exchange Offer with an address in the Borough of Manhattan, The City of
         New York; and

                  (iv) comply in all respects with all applicable laws.

                  (d) As soon as practicable after the close of the Registered
Exchange Offer, the Company shall:

                  (i) accept for exchange all Securities tendered and not
         validly withdrawn pursuant to the Registered Exchange Offer;

                  (ii) deliver to the Trustee for cancellation all Securities so
         accepted for exchange; and

                  (iii) cause the Trustee promptly to authenticate and deliver
         to each Holder of Securities New Securities equal in principal amount
         to the Securities of such Holder so accepted for exchange.

                  (e) The Purchasers and the Company acknowledge that, pursuant
to interpretations by the Commission's staff of Section 5 of the Act, and in the
absence of an applicable




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exemption therefrom, each Exchanging Dealer is required to deliver a Prospectus
in connection with a sale of any New Securities received by such Exchanging
Dealer pursuant to the Registered Exchange Offer in exchange for Securities
acquired for its own account as a result of market-making activities or other
trading activities. Accordingly, the Company shall:

                  (i) include the information set forth in Annex A hereto on the
         cover of the Exchange Offer Registration Statement, in Annex B hereto
         in the forepart of the Exchange Offer Registration Statement in a
         section setting forth details of the Exchange Offer, and in Annex C
         hereto in the underwriting or plan of distribution section of the
         Prospectus forming a part of the Exchange Offer Registration Statement,
         and include the information set forth in Annex D hereto in the Letter
         of Transmittal delivered pursuant to the Registered Exchange Offer; and

                  (ii) use its best efforts to keep the Exchange Offer
         Registration Statement continuously effective under the Act during the
         Exchange Offer Registration Period for delivery by Exchanging Dealers
         in connection with sales of New Securities received pursuant to the
         Registered Exchange Offer, as contemplated by Section 4(h) below.

                  (f) In the event that any Purchaser determines that it is not
eligible to participate in the Registered Exchange Offer with respect to the
exchange of Securities constituting any portion of an unsold allotment, at the
request of such Purchaser, the Company shall issue and deliver to such Purchaser
or the party purchasing New Securities registered under a Shelf Registration
Statement as contemplated by Section 3 hereof from such Purchaser, in exchange
for such Securities, a like principal amount of New Securities. The Company
shall seek to cause the CUSIP Service Bureau to issue the same CUSIP number for
such New Securities as for New Securities issued pursuant to the Registered
Exchange Offer.

                  3. Shelf Registration. If, (i) because of any change in law or
applicable interpretations thereof by the Commission's staff, the Company
determines upon advice of its outside counsel that it is not permitted to effect
the Registered Exchange Offer as contemplated by Section 2 hereof, (ii) for any
other reason the Exchange Offer Registration Statement is not declared effective
within




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150 days following the Closing Date or the Registered Exchange Offer is not
consummated within 180 days after the Closing Date, (iii) either Purchaser so
requests with respect to Securities held by it following consummation of the
Registered Exchange Offer or, in the case of any Purchaser that participates in
any Registered Exchange Offer, such Purchaser does not receive freely tradable
New Securities, (iv) any Holder (other than a Purchaser) is not eligible to
participate in the Registered Exchange Offer or (v) in the case of a Purchaser
that participates in the Registered Exchange Offer or acquires New Securities
pursuant to Section 2(f) hereof, such Purchaser does not receive freely
tradeable New Securities in exchange for Securities constituting any portion of
an unsold allotment (it being understood that, for purposes of this Section 3,
(x) the requirement that a Purchaser deliver a Prospectus containing the
information required by Items 507 and/or 508 of Regulation S-K under the Act in
connection with sales of New Securities acquired in exchange for such Securities
shall result in such New Securities being not "freely tradeable" but (y) the
requirement that an Exchanging Dealer deliver a Prospectus in connection with
sales of New Securities acquired in the Registered Exchange Offer in exchange
for Securities acquired as a result of market-making activities or other trading
activities shall not result in such New Securities being not "freely
tradeable"), the following provisions shall apply:

                  (a) The Company shall as promptly as practicable (but in no
event more than 30 days after so required or requested pursuant to this Section
3), file with the Commission and thereafter shall cause to be declared effective
under the Act by the 150th day after the Closing Date a Shelf Registration
Statement relating to the offer and sale of the Securities or the New
Securities, as applicable, by the Holders from time to time in accordance with
the methods of distribution elected by such Holders and set forth in such Shelf
Registration Statement; provided, however, that with respect to New Securities
received by a Purchaser in exchange for Securities constituting any portion of
an unsold allotment, the Company may, if permitted by current interpretations by
the Commission's staff, file a post-effective amendment to the Exchange Offer
Registration Statement containing the information required by Regulation S-K
Items 507 and/or 508, as applicable, in satisfaction of its obligations under
this paragraph (a) with respect thereto, and any such Exchange Offer
Registration Statement, as so amended, shall be referred to




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herein as, and governed by the provisions herein applicable
to, a Shelf Registration Statement.

                  (b) The Company shall keep the Shelf Registration Statement
continuously effective in order to permit the Prospectus forming part thereof to
be usable by Holders for a period of two years from the date the Shelf
Registration Statement is declared effective by the Commission or such shorter
period that will terminate when all the Securities or New Securities, as
applicable, covered by the Shelf Registration Statement have been sold pursuant
to the Shelf Registration Statement (in any such case, such period being called
the "Shelf Registration Period"). The Company shall be deemed not to have used
its best efforts to keep the Shelf Registration Statement effective during the
requisite period if it voluntarily takes any action that would result in Holders
of securities covered thereby not being able to offer and sell such securities
in accordance with the Act during that period, unless (i) such action is
required by applicable law or (ii) such action is taken by the Company in good
faith and for valid business reasons (not including avoidance of the Company's
obligations hereunder), including the acquisition or divestiture of assets, so
long as the Company promptly thereafter complies with the requirements of
Section 4(k) hereof, if applicable.

                  4. Registration Procedures. In connection with any Shelf
Registration Statement and, to the extent applicable, any Exchange Offer
Registration Statement, the
following provisions shall apply:

                  (a) The Company shall furnish to you and shall cause to be
         furnished to each Holder, prior to the filing thereof with the
         Commission, a copy of any Shelf Registration Statement and any Exchange
         Offer Registration Statement, and each amendment thereof and each
         amendment or supplement, if any, to the Prospectus included therein and
         shall use its best efforts to reflect in each such document, when so
         filed with the Commission, such comments as you or any Holder
         reasonably may propose.

                  (b) The Company shall ensure that (i) any Registration
         Statement and any amendment thereto and any Prospectus forming part
         thereof and any amendment or supplement thereto complies in all
         material respects with the Act and the rules and regulations
         thereunder, (ii) any Registration Statement and any amendment thereto
         does not, when it becomes effective, contain an




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         untrue statement of a material fact or omit to state a material fact
         required to be stated therein or necessary to make the statements
         therein not misleading and (iii) any Prospectus forming part of any
         Registration Statement, and any amendment or supplement to such
         Prospectus, does not include an untrue statement of a material fact or
         omit to state a material fact necessary in order to make the
         statements, in the light of the circumstances under which they were
         made, not misleading.

                  (c) (1) The Company shall advise you and, in the case of a
         Shelf Registration Statement, the Holders of securities covered
         thereby, and, if requested by you or any such Holder, confirm such
         advice in writing:

                           (i) when a Registration Statement and any amendment
                  thereto has been filed with the Commission and when the
                  Registration Statement or any post-effective amendment thereto
                  has become effective; and

                           (ii) of any request by the Commission for amendments
                  or supplements to the Registration Statement or the Prospectus
                  included therein or for additional information.

                  (2) The Company shall advise you and, in the case of a Shelf
         Registration Statement, the Holders of securities covered thereby, and,
         in the case of an Exchange Offer Registration Statement, any Exchanging
         Dealer which has provided in writing to the Company a telephone or
         facsimile number and address for notices, and, if requested by you or
         any such Holder or Exchanging Dealer, confirm such advice in writing:

                           (i) of the issuance by the Commission of any stop
                  order suspending the effectiveness of the Registration
                  Statement or the initiation of any proceedings for that
                  purpose;

                      (ii) of the receipt by the Company of any notification
                  with respect to the suspension of the qualification of the
                  securities included therein for sale in any jurisdiction or
                  the initiation or threatening of any proceeding for such
                  purpose; and





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                     (iii) of the happening of any event that requires the
                  making of any changes in the Registration Statement or the
                  Prospectus so that, as of such date, the statements therein
                  are not misleading and do not omit to state a material fact
                  required to be stated therein or necessary to make the
                  statements therein (in the case of the Prospectus, in light of
                  the circumstances under which they were made) not misleading
                  (which advice shall be accompanied by an instruction to
                  suspend the use of the Prospectus until the requisite changes
                  have been made).

                  (d) The Company shall use its best efforts to obtain the
         withdrawal of any order suspending the effectiveness of any
         Registration Statement at the earliest possible time.

                  (e) The Company shall furnish to each Holder of securities
         included within the coverage of any Shelf Registration Statement,
         without charge, at least one copy of such Shelf Registration Statement
         and any post-effective amendment thereto, including financial
         statements and schedules, and, if the Holder so requests in writing,
         any documents incorporated by reference therein and all exhibits
         thereto (including those incorporated by reference therein).

                  (f) The Company shall, during the Shelf Registration Period,
         deliver to each Holder of securities included within the coverage of
         any Shelf Registration Statement, without charge, as many copies of the
         Prospectus (including each preliminary Prospectus) included in such
         Shelf Registration Statement and any amendment or supplement thereto as
         such Holder may reasonably request; and the Company consents to the use
         of the Prospectus or any amendment or supplement thereto by each of the
         selling Holders of securities in connection with the offering and sale
         of the securities covered by the Prospectus or any amendment or
         supplement thereto.

                  (g) The Company shall furnish to each Exchanging Dealer which
         so requests, without charge, at least one copy of the Exchange Offer
         Registration Statement and any post-effective amendment thereto,
         including financial statements and schedules, any documents
         incorporated by reference therein, and, if the




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         Exchanging Dealer so requests in writing, all exhibits (including those
         incorporated by reference).

                  (h) The Company shall, during the Exchange Offer Registration
         Period, promptly deliver to each Exchanging Dealer, without charge, as
         many copies of the Prospectus included in such Exchange Offer
         Registration Statement and any amendment or supplement thereto as such
         Exchanging Dealer may reasonably request for delivery by such
         Exchanging Dealer in connection with a sale of New Securities received
         by it pursuant to the Registered Exchange Offer; and the Company
         consents to the use of the Prospectus or any amendment or supplement
         thereto by any such Exchanging Dealer, as aforesaid.

                  (i) Prior to the Registered Exchange Offer or any other
         offering of securities pursuant to any Registration Statement, the
         Company shall, at its own expense, register or qualify such securities
         for offer and sale under the securities or blue sky laws of such
         jurisdictions as any Holders of securities included therein and their
         respective counsel reasonably request in writing and do any and all
         other acts or things necessary or advisable to enable the offer and
         sale in such jurisdictions of the securities covered by such
         Registration Statement; provided, however, that the Company will not be
         required to qualify generally to do business in any jurisdiction where
         it is not then so qualified or to take any action which would subject
         it to general service of process or to taxation in any such
         jurisdiction where it is not then so subject.

                  (j) The Company shall cooperate with the Holders of Securities
         to facilitate the timely preparation and delivery of certificates
         representing Securities to be sold pursuant to any Registration
         Statement free of any restrictive legends and in such denominations and
         registered in such names as Holders may request prior to sales of
         securities pursuant to such Registration Statement.

                  (k) Upon the occurrence of any event contemplated by paragraph
         (c)(2)(iii) above, the Company shall promptly prepare a post-effective
         amendment to any Registration Statement or an amendment or supplement
         to the related Prospectus or file any other required document so that,
         as thereafter delivered to purchasers of the securities included
         therein, the Prospectus will




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         not include an untrue statement of a material fact or omit to state any
         material fact necessary to make the statements therein, in the light of
         the circumstances under which they were made, not misleading.

                  (l) Not later than the effective date of any such Registration
         Statement hereunder, the Company shall provide a CUSIP number for the
         Securities or New Securities, as the case may be, registered under such
         Registration Statement, and provide the applicable trustee with printed
         certificates for such Securities or New Securities, in a form eligible
         for deposit with The Depository Trust Company or any successor thereto
         under the Indentures.

                  (m) The Company shall use its best efforts to comply with all
         applicable rules and regulations of the Commission and shall make
         generally available to its security holders as soon as practicable
         after the effective date of the applicable Registration Statement an
         earnings statement satisfying the provisions of Section 11(a) of the
         Act.

                  (n) The Company shall cause the Indentures to be qualified
         under the Trust Indenture Act of 1939, as amended, in a timely manner.

                  (o) The Company may require each Holder of securities to be
         sold pursuant to any Shelf Registration Statement to furnish to the
         Company such information regarding the holder and the distribution of
         such securities as the Company may from time to time reasonably require
         for inclusion in such Registration Statement.

                  (p) The Company shall, if requested, promptly incorporate in a
         Prospectus supplement or post-effective amendment to a Shelf
         Registration Statement, such information as the Managing Underwriters
         and Majority Holders reasonably agree should be included therein and
         shall make all required filings of such Prospectus supplement or
         post-effective amendment as soon as notified of the matters to be
         incorporated in such Prospectus supplement or post-effective amendment.

                  (q) In the case of any Shelf Registration Statement, the
         Company shall enter into such agreements (including underwriting
         agreements) and take all other appropriate actions in order to expedite
         or facilitate




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         the registration or the disposition of the Securities, and in
         connection therewith, if an underwriting agreement is entered into,
         cause the same to contain indemnification provisions and procedures no
         less favorable than those set forth in Section 6 (or such other
         provisions and procedures acceptable to the Majority Holders and the
         Managing Underwriters, if any, with respect to all parties to be
         indemnified pursuant to Section 6 from Holders of Securities to the
         Company).

                  (r) In the case of any Shelf Registration Statement, the
         Company shall (i) make reasonably available for inspection by the
         Holders of securities to be registered thereunder, any underwriter
         participating in any disposition pursuant to such Registration
         Statement, and any attorney, accountant or other agent retained by the
         Holders or any such underwriter all relevant financial and other
         records, pertinent corporate documents and properties of the Company
         and its subsidiaries; (ii) cause the Company's officers, directors and
         employees to supply all relevant information reasonably requested by
         the Holders or any such underwriter, attorney, accountant or agent in
         connection with any such Registration Statement as is customary for
         similar due diligence examinations; provided, however, that any
         information that is designated in writing by the Company, in good
         faith, as confidential at the time of delivery of such information
         shall be kept confidential by the Holders or any such underwriter,
         attorney, accountant or agent, unless such disclosure is made in
         connection with a court proceeding or required by law, or such
         information becomes available to the public generally (other than by a
         Holder) or through a third party without an accompanying obligation of
         confidentiality; (iii) make such representations and warranties to the
         Holders of securities registered thereunder and the underwriters, if
         any, in form, substance and scope as are customarily made by issuers to
         underwriters in primary underwritten offerings and covering such
         matters as are customarily covered in representations and warranties
         requested in primary underwritten offerings; (iv) obtain opinions of
         counsel to the Company and updates thereof (which counsel and opinions
         (in form, scope and substance) shall be reasonably satisfactory to the
         Managing Underwriters, if any) addressed to each selling Holder and the
         underwriters, if any, covering such matters as are customarily




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         covered in opinions requested in underwritten offerings and such other
         matters as may be reasonably requested by such Holders and
         underwriters; (v) obtain "cold comfort" letters and updates thereof
         from the independent certified public accountants of the Company (and,
         if necessary, any other independent certified public accountants of any
         subsidiary of the Company or of any business acquired by the Company
         for which financial statements and financial data are, or are required
         to be, included in the Registration Statement), addressed to each
         selling Holder of securities registered thereunder and the
         underwriters, if any, in customary form and covering matters of the
         type customarily covered in "cold comfort" letters in connection with
         primary underwritten offerings; and (vi) deliver such documents and
         certificates as may be reasonably requested by the Majority Holders and
         the Managing Underwriters, if any, including those to evidence
         compliance with Section 4(k) and with any customary conditions
         contained in the underwriting agreement or other agreement entered into
         by the Company. The foregoing actions set forth in clauses (iii), (iv),
         (v) and (vi) of this Section 4(r) shall be performed at (A) the
         effectiveness of such Registration Statement and each post-effective
         amendment thereto and (B) each closing under any underwriting or
         similar agreement as and to the extent required thereunder.

                  (s) In the case of any Exchange Offer Registration Statement,
         the Company shall (i) make reasonably available for inspection by each
         Purchaser and any attorney, accountant or other agent retained by such
         Purchaser, all relevant financial and other records, pertinent
         corporate documents and properties of the Company and its subsidiaries;
         (ii) cause the Company's officers, directors and employees to supply
         all relevant information reasonably requested by such Purchaser or any
         such attorney, accountant or agent in connection with any such
         Registration Statement as is customary for similar due diligence
         examinations; provided, however, that any information that is
         designated in writing by the Company, in good faith, as confidential at
         the time of delivery of such information shall be kept confidential by
         such Purchaser or any such attorney, accountant or agent, unless such
         disclosure is made in connection with a court proceeding or required by
         law, or such information becomes available to the public generally
         (other than by a Holder) or through a third party




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                                       15


         without an accompanying obligation of confidentiality; (iii) make such
         representations and warranties to such Purchaser, in form, substance
         and scope as are customarily made by issuers to underwriters in primary
         underwritten offerings and covering such matters as are customarily
         covered in representations and warranties requested in primary
         underwritten offerings; (iv) obtain opinions of counsel to the Company
         and updates thereof (which counsel and opinions (in form, scope and
         substance) shall be reasonably satisfactory to such Purchaser and its
         counsel, addressed to such Purchaser, covering such matters as are
         customarily covered in opinions requested in underwritten offerings and
         such other matters as may be reasonably requested by such Purchaser or
         its counsel; (v) obtain "cold comfort" letters and updates thereof from
         the independent certified public accountants of the Company (and, if
         necessary, any other independent certified public accountants of any
         subsidiary of the Company or of any business acquired by the Company
         for which financial statements and financial data are, or are required
         to be, included in the Registration Statement), addressed to such
         Purchaser, in customary form and covering matters of the type
         customarily covered in "cold comfort" letters in connection with
         primary underwritten offerings, or if requested by such Purchaser or
         its counsel in lieu of a "cold comfort" letter, an agreed-upon
         procedures letter under Statement on Auditing Standards No. 35, as
         amended or superseded by Statements on Auditing Standards promulgated
         by the Auditing Standards Board after the date hereof, covering matters
         requested by such Purchaser or its counsel; and (vi) deliver such
         documents and certificates as may be reasonably requested by such
         Purchaser or its counsel, including those to evidence compliance with
         Section 4(k) and with conditions customarily contained in underwriting
         agreements. The foregoing actions set forth in clauses (iii), (iv),
         (v), and (vi) of this Section 4(s) shall be performed at the close of
         the Registered Exchange Offer and the effective date of any
         post-effective amendment to the Exchange Offer Registration Statement.

                  5. Registration Expenses. The Company shall bear all expenses
incurred in connection with the performance of its obligations under Sections 2,
3 and 4 hereof and, in the event of any Shelf Registration Statement, will
reimburse the Holders for the reasonable fees and disbursements of one firm or
counsel designated by the Majority Holders to act as




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                                       16


counsel for the Holders in connection therewith, and, in the case of any
Exchange Offer Registration Statement, will reimburse the Purchasers for the
reasonable fees and disbursements of counsel acting in connection therewith.

                 6. Indemnification and Contribution. (a) In connection with any
Registration Statement, the Company agrees to indemnify and hold harmless each
Holder of securities covered thereby (including each Purchaser and, with respect
to any Prospectus delivery as contemplated in Section 4(h) hereof, each
Exchanging Dealer), the directors, officers, employees and agents of each such
Holder and each person who controls any such Holder within the meaning of either
the Act or the Exchange Act against any and all losses, claims, damages or
liabilities, joint or several, to which they or any of them may become subject
under the Act, the Exchange Act or other Federal or state statutory law or
regulation, at common law or otherwise, insofar as such losses, claims, damages
or liabilities (or actions in respect thereof) arise out of or are based upon
any untrue statement or alleged untrue statement of a material fact contained in
the Registration Statement as originally filed or in any amendment thereof, or
in any preliminary Prospectus or Prospectus, or in any amendment thereof or
supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and agrees to reimburse
each such indemnified party, as incurred, for any legal or other expenses
reasonably incurred by them in connection with investigating or defending any
such loss, claim, damage, liability or action; provided, however, that the
Company will not be liable in any case to the extent that any such loss, claim,
damage or liability arises out of or is based upon any such untrue statement or
alleged untrue statement or omission or alleged omission made therein in
reliance upon and in conformity with written information furnished to the
Company by or on behalf of any such Holder specifically for inclusion therein.
This indemnity agreement will be in addition to any liability which the Company
may otherwise have.

                 The Company also agrees to indemnify or contribute to Losses
of, as provided in Section 6(d), any underwriters of Securities registered under
a Shelf Registration Statement, their officers and directors and each person who
controls such underwriters on substantially the same basis as that of the
indemnification of the Purchasers and the selling Holders provided in this
Section 6(a) and shall, if




<PAGE>


                                       17


requested by any Holder, enter into an underwriting agreement reflecting such
agreement, as provided in Section 4(q) hereof.

                  (b) Each Holder of securities covered by a Registration
Statement severally agrees to indemnify and hold harmless (i) the Company, (ii)
each of its directors, (iii) each of its officers who signs such Registration
Statement and (iv) each person who controls the Company within the meaning of
either the Act or the Exchange Act to the same extent as the foregoing indemnity
from the Company to each such Holder, but only with reference to written
information relating to such Holder furnished to the Company by or on behalf of
such Holder specifically for inclusion in the documents referred to in the
foregoing indemnity. This indemnity agreement will be in addition to any
liability which any such Holder may otherwise have.

                  (c) Promptly after receipt by an indemnified party under this
Section 6 of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying party
under this Section 6, notify the indemnifying party in writing of the
commencement thereof; but the failure so to notify the indemnifying party (i)
will not relieve it from liability under paragraph (a) or (b) above unless and
to the extent it did not otherwise learn of such action and such failure results
in the forfeiture by the indemnifying party of substantial rights and defenses
and (ii) will not, in any event, relieve the indemnifying party from any
obligations to any indemnified party other than the indemnification obligation
provided in paragraph (a) or (b) above. The indemnifying party shall be entitled
to appoint counsel of the indemnifying party's choice at the indemnifying
party's expense to represent the indemnified party in any action for which
indemnification is sought (in which case the indemnifying party shall not
thereafter be responsible for the fees and expenses of any separate counsel
retained by the indemnified party or parties except as set forth below);
provided, however, that such counsel shall be satisfactory to the indemnified
party. Notwithstanding the indemnifying party's election to appoint counsel to
represent the indemnified party in an action, the indemnified party shall have
the right to employ separate counsel (including local counsel), and the
indemnifying party shall bear the reasonable fees, costs and expenses of such
separate counsel (and local counsel) if (i) the use of counsel chosen by the
indemnifying party to represent the indemnified party would present such counsel
with a conflict of interest, (ii) the




<PAGE>


                                       18


actual or potential defendants in, or targets of, any such action include both
the indemnified party and the indemnifying party and the indemnified party shall
have reasonably concluded that there may be legal defenses available to it
and/or other indemnified parties which are different from or additional to those
available to the indemnifying party, (iii) the indemnifying party shall not have
employed counsel satisfactory to the indemnified party to represent the
indemnified party within a reasonable time after notice of the institution of
such action or (iv) the indemnifying party shall authorize the indemnified party
to employ separate counsel at the expense of the indemnifying party. An
indemnifying party will not, without the prior written consent of the
indemnified parties, settle or compromise or consent to the entry of any
judgment with respect to any pending or threatened claim, action, suit or
proceeding in respect of which indemnification or contribution may be sought
hereunder (whether or not the indemnified parties are actual or potential
parties to such claim or action) unless such settlement, compromise or consent
includes an unconditional release of each indemnified party from all liability
arising out of such claim, action, suit or proceeding.

                  The indemnifying parties will not be liable under this
Agreement for any amount paid by the indemnified parties to settle any claims or
actions if the settlement is entered into without their consent, which may not
be withheld unless such settlement is unreasonable in light of such claims or
actions against, and defenses available to the indemnified parties. If the
indemnifying parties do withhold their consent to a proposed settlement, and the
claim or action against the indemnified parties is not settled as proposed, the
indemnifying parties will then indemnify the indemnified parties in accordance
with the previous paragraph, or if such indemnity is unavailable for any reason,
contribute in accordance with clause (d) below.

                  (d) In the event that the indemnity provided in paragraph (a)
or (b) of this Section 6 is unavailable to or insufficient to hold harmless an
indemnified party for any reason, then each applicable indemnifying party, in
lieu of indemnifying such indemnified party, shall have a joint and several
obligation to contribute to the aggregate losses, claims, damages and
liabilities (including legal or other expenses reasonably incurred in connection
with investigating or defending same) (collectively "Losses") to which such
indemnified party may be subject in such proportion as is appropriate to reflect
the relative




<PAGE>


                                       19


benefits received by such indemnifying party, on the one hand, and such
indemnified party, on the other hand, from the Initial Placement and the
Registration Statement which resulted in such Losses; provided, however, that in
no case shall either Purchaser or any subsequent Holder of any Security or New
Security be responsible, in the aggregate, for any amount in excess of the
purchase discount or commission applicable to such Security, or in the case of a
New Security, applicable to the Security which was exchangeable into such New
Security, as set forth on the cover page of the Final Memorandum, nor shall any
underwriter be responsible for any amount in excess of the underwriting discount
or commission applicable to the securities purchased by such underwriter under
the Registration Statement which resulted in such Losses. If the allocation
provided by the immediately preceding sentence is unavailable for any reason,
the indemnifying party and the indemnified party shall contribute in such
proportion as is appropriate to reflect not only such relative benefits but also
the relative fault of such indemnifying party, on the one hand, and such
indemnified party, on the other hand, in connection with the statements or
omissions which resulted in such Losses as well as any other relevant equitable
considerations. Benefits received by the Company shall be deemed to be equal to
the sum of (x) the principal amount of the New Securities issued at the Closing
Date and (y) the total amount of additional interest which the Company was not
required to pay as a result of registering the securities covered by the
Registration Statement which resulted in such Losses. Benefits received by the
Purchasers and any other Holders shall be deemed to be equal to the value of
receiving Securities or New Securities, as applicable, registered under the Act.
Benefits received by any underwriter shall be deemed to be equal to the total
underwriting discounts and commissions, as set forth on the cover page of the
Prospectus forming a part of the Registration Statement which resulted in such
Losses. Relative fault shall be determined by reference to whether any alleged
untrue statement or omission relates to information provided by the indemnifying
party, on the one hand, or by the indemnified party, on the other hand. The
parties agree that it would not be just and equitable if contribution were
determined by pro rata allocation or any other method of allocation which does
not take account of the equitable considerations referred to above.
Notwithstanding the provisions of this paragraph (d), 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




<PAGE>


                                       20


fraudulent misrepresentation. For purposes of this Section 6, each person who
controls a Holder within the meaning of either the Act or the Exchange Act and
each director, officer, employee and agent of such Holder shall have the same
rights to contribution as such Holder, and each person who controls the Company
within the meaning of either the Act or the Exchange Act, each officer of the
Company who shall have signed the Registration Statement and each director of
the Company shall have the same rights to contribution as the Company, subject
in each case to the applicable terms and conditions of this paragraph (d).

                  (e) The provisions of this Section 6 will remain in full force
and effect, regardless of any investigation made by or on behalf of any Holder
or the Company or any of the officers, directors or controlling persons referred
to in Section 6 hereof, and will survive the sale by a Holder of securities
covered by a Registration Statement.

                  7.  Miscellaneous.

                  (a) No Inconsistent Agreements. The Company has not, as of the
         date hereof, entered into, nor shall it, on or after the date hereof,
         enter into, any agreement with respect to its securities that is
         inconsistent with the rights granted to the Holders herein or otherwise
         conflicts with the provisions hereof.

                  (b) Amendments and Waivers. The provisions of this Agreement,
         including the provisions of this sentence, may not be amended,
         qualified, modified or supplemented, and waivers or consents to
         departures from the provisions hereof may not be given, unless the
         Company has obtained the written consent of the Holders of at least a
         majority of the then outstanding aggregate principal amount of
         Securities (or, after the consummation of any Exchange Offer in
         accordance with Section 2 hereof, of New Securities); provided that,
         with respect to any matter that directly or indirectly affects the
         rights of either Purchaser hereunder, the Company shall obtain the
         written consent of each such Purchaser against which such amendment,
         qualification, supplement, waiver or consent is to be effective.
         Notwithstanding the foregoing (except the foregoing proviso), a waiver
         or consent to departure from the provisions hereof with respect to a
         matter that relates exclusively to the rights of Holders whose
         securities are being sold pursuant to a Registration Statement and that
         does not directly or indirectly affect the rights




<PAGE>


                                       21


         of other Holders may be given by the Majority Holders, determined on
         the basis of securities being sold rather than registered under such
         Registration Statement.

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

                           (1) if to a Holder, at the most current address given
                  by such holder to the Company in accordance with the
                  provisions of this Section 7(c), which address initially is,
                  with respect to each Holder, the address of such Holder
                  maintained by the Registrar under the Indentures, with a copy
                  in like manner to Salomon Brothers Inc;

                           (2) if to you, at the address as set forth in the
                  Purchase Agreement; and

                           (3) if to the Company, at the address set forth in
                  the Purchase Agreement.

                  All such notices and communications shall be deemed to have
         been duly given when received.

                  The Purchasers or the Company by notice to the other may
         designate additional or different addresses for subsequent notices or
         communications.

                  (d) 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 the need for an express assignment or
         any consent by the Company thereto, subsequent Holders of Securities
         and/or New Securities. The Company hereby agrees to extend the benefits
         of this Agreement to any Holder of Securities and/or New Securities and
         any such Holder may specifically enforce the provisions of this
         Agreement as if an original party hereto.

                  (e) 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




<PAGE>


                                       22


         which taken together shall constitute one and the same
         agreement.

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

                  (g) Governing Law. This Agreement shall be governed by and
         construed in accordance with the internal laws of the State of New York
         applicable to agreements made and to be performed in said State.

                  (h) Severability. In the event that any one or more of the
         provisions contained herein, or the application thereof in any
         circumstances, is held invalid, illegal or unenforceable in any respect
         for any reason, the validity, legality and enforceability of any such
         provision in every other respect and of the remaining provisions hereof
         shall not be in any way impaired or affected thereby, it being intended
         that all of the rights and privileges of the parties shall be
         enforceable to the fullest extent permitted by law.

                  (i) Securities Held by the Company, etc. Whenever the consent
         or approval of Holders of a specified percentage of principal amount of
         Securities or New Securities is required hereunder, Securities or New
         Securities, as applicable, held by the Company or its Affiliates (other
         than subsequent Holders of Securities or New Securities if such
         subsequent Holders are deemed to be Affiliates solely by reason of
         their holdings of such Securities or New Securities) shall not be
         counted in determining whether such consent or approval was given by
         the Holders of such required percentage.






<PAGE>


                                       23


                  Please confirm that the foregoing correctly sets forth the
agreement between the Company and you.


Very truly yours,

LENFEST COMMUNICATIONS, INC.


By:  /s/ Maryann V. Bryla
     --------------------------
     Name:
     Title:


Accepted in New York, New York

January 30, 1998

SALOMON BROTHERS INC
NATIONSBANC MONTGOMERY SECURITIES LLC

By:  SALOMON BROTHERS INC


By:  /s/ Christopher Clipper
     ------------------------------
     Name:
     Title:





<PAGE>


                                        1


                                                                         ANNEX A










                                     Annex A

                  Each broker-dealer that receives New Securities for its own
account pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such New Securities. The Letter of
Transmittal states that by so acknowledging and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act. This Prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer in connection
with resales of New Securities received in exchange for broker-dealer as a
result of market-making activities or other trading activities. The Company has
agreed that, ending on the close of business on the 180th day following the
Expiration Date, it will make this Prospectus available to any broker-dealer for
use in connection with any such resale. See "Plan of Distribution".




<PAGE>


                                        1


                                                                        ANNEX B










                                     Annex B

                  Each broker-dealer that receives New Securities for its own
account in exchange for Securities, where such Securities were acquired by such
broker-dealer as a result of market-making activities or other trading
activities, must acknowledge that it will deliver a prospectus in connection
with any resale of such New Securities. See "Plan of Distribution".




<PAGE>


                                        1


                                                                         ANNEX C










                              Plan of Distribution

                  Each broker-dealer that receives New Securities for its own
account pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such New Securities. This
Prospectus, as it may be amended or supplemented from time to time, may be used
by a broker-dealer in connection with resales of New Securities received in
exchange for Securities where such Securities were acquired by such
broker-dealer as a result of market-making activities or other trading
activities. The Company has agreed that, starting on the Expiration Date and
ending on the close of business on the 180th day following the Expiration Date,
it will make this Prospectus, as amended or supplemented, available to any
broker-dealer for use in connection with any such resale. In addition, until ,
199 , all dealers effecting transactions in the New Securities may be required
to deliver a prospectus.

                  The Company will not receive any proceeds from any sale of New
Securities by broker-dealers. New Securities received by broker-dealers for
their own account pursuant to the Exchange Offer may be sold from time to time
in one or more transactions in the over-the-counter market, in negotiated
transactions, through the writing of options on the New Securities or a
combination of such methods of resale, at market prices prevailing at the time
of resale, at prices related to such prevailing market prices or negotiated
prices. Any such resale may be made directly to purchasers or to or through
brokers or dealers who may receive compensation in the form of commissions or
concessions from any such broker-dealer and/or the purchasers of any such New
Securities. Any broker-dealer that resells New Securities that were received by
it for its own account pursuant to the Exchange Offer and any broker or dealer
that participates in a distribution of such New Securities may be deemed to be
an "underwriter" within the meaning of the Securities Act and any profit of any
such resale of New Securities and any commissions or concessions received by any
such persons may be deemed to be underwriting compensation under the Securities
Act. The Letter of Transmittal states that by acknowledging that it will deliver
and by delivering a prospectus, a broker-dealer will not be deemed to admit that
it is an "underwriter" within the meaning of the Securities Act.

                  For a period of 180 days after the Expiration Date, the
Company will promptly send additional copies of this Prospectus and any
amendment or supplement to this




<PAGE>


                                        2


Prospectus to any broker-dealer that requests such documents in the Letter of
Transmittal. The Company has agreed to pay all expenses incident to the Exchange
Offer (including the expenses of one counsel for the holders of the Securities)
other than commissions or concessions of any brokers or dealers and will
indemnify the holders of the Securities (including any broker-dealers) against
certain liabilities, including liabilities under the Securities Act.

                  [If applicable, add information required by
Regulation S-K Items 507 and/or 508.]




<PAGE>


                                        1

                                                                         ANNEX D










                                     Rider A

                  CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10
         ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR
         SUPPLEMENTS THERETO.

         Name:__________________________________________

         Address: ______________________________________

                      --------------------------------------



                                     Rider B

                  If the undersigned is not a broker-dealer, the undersigned
represents that it is not engaged in, and does not intend to engage in, a
distribution of New Securities. If the undersigned is a broker-dealer that will
receive New Securities for its own account in exchange for Securities, it
represents that the Securities to be exchanged for New Securities were acquired
by it as a result of market-making activities or other trading activities and
acknowledges that it will deliver a prospectus in connection with any resale of
such New Securities; however, by so acknowledging and by delivering a
prospectus, the undersigned will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.