AMENDMENT NO. 1 TO LOAN DOCUMENTS AMENDMENT NO. 1 TO LOAN DOCUMENTS

EXECUTION COPY AMENDMENT NO. 1 TO LOAN DOCUMENTS AMENDMENT NO. 1 TO LOAN DOCUMENTS executed on February 5, 2009 (but effective as hereinafter provided) (the "Amendment") among ALLBRITTON COMMUNICATIONS COMPANY, a Delaware corporation (the "Borrower"), the subsidiaries of the Borrower signatories hereto (the "Guarantors"), the banks, financial institutions and other institutional lenders parties to the Credit Agreement referred to below (collectively, the "Banks"), BANK OF AMERICA, N.A., as administrative agent (the "Agent") for the Banks, and DEUTSCHE BANK SECURITIES, INC., as syndication agent (the "Syndication Agent"). PRELIMINARY STATEMENTS: (1) The Borrower, the Banks, the Agent and the Syndication Agent have entered into a Credit Agreement dated as of August 23, 2005 (the "Credit Agreement"). The Guarantors have entered into an Unlimited Guaranty in favor of the Agent and the Banks dated as of August 23, 2005 (the "Guaranty Agreement"). The Borrower, certain of the Guarantors and the Agent have entered into a Pledge Agreement dated as of August 23, 2005 (the "Pledge Agreement"). The Agent and certain of the Guarantors have entered into a Collateral Assignment of Proceeds and Security Agreement dated as of August 23, 2005 (the "Collateral Assignment"). Capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Credit Agreement. (2) The Credit Agreement, directly or indirectly through a series of credit agreements, restated, amended, refinanced, supplemented or otherwise modified or replaced the senior secured revolving credit facility dated as of March 27, 2001, among the Borrower, certain subsidiaries of Borrower, the financial institutions party thereto, Fleet National Bank, as agent, and Deutsche Bank Securities Inc. (3) The Borrower and the Majority Banks have agreed to amend the Credit Agreement, the Guaranty Agreement, the Pledge Agreement and the Collateral Assignment as hereinafter set forth. SECTION 1. Amendments to Credit Agreement. (a) Section 1.1 of the Credit Agreement is hereby amended as follows: i. The definition of "Applicable Margins and Commitment Fee Rate" in Section 1.1 of the Credit Agreement is hereby amended and restated in full to read as follows: "Applicable Margins and Commitment Fee Rate. With respect to any fiscal quarter of the Borrower, the Eurodollar Applicable Margin, the Alternate Base Rate Applicable Margin and the Commitment Fee Rate shall be the applicable percentages set forth below opposite the Total Leverage Ratio (as defined below) determined for the most recently ended fiscal quarter for which the Borrower has delivered financial statements pursuant to ss.6.4(a) or (b), commencing with the first fiscal quarter to end after the Amendment No. 1 Execution Date:

provided, that if the Borrower's financial statements are not furnished to the Banks pursuant to ss.6.4(a) or (b) hereof within five (5) Business Days after the relevant period of time specified in ss.6.4, the Eurodollar Applicable Margin with respect to all Eurodollar Rate Loans shall be 3.50%, the Alternate Base Rate Applicable Margin with respect to all Base Rate Loans shall be 2.25% and the Commitment Fee Rate shall be 0.500% during the period commencing on the date such statements are due and (provided that such financial statements are subsequently furnished to the Banks) ending on the date two (2) days following the delivery to the Agent of the financial statements to be furnished pursuant to ss.6.4(a) or (b) for the appropriate period. Notwithstanding anything provided herein, for purposes of the determination of the Applicable Margins and Commitment Fee Rate, "Total Leverage Ratio" is defined as the ratio of (a) Total Debt as of the ending date of the fiscal quarter for which the Borrower has delivered financial statements pursuant to ss.6.4(a) or (b), to (b) Consolidated EBITDA for the period of four (4) consecutive fiscal quarters most recently ended for which the Borrower has delivered financial statements pursuant to ss.6.4(a) or (b)." ii. The definition of "Change of Control" in Section 1.1 of the Credit Agreement is hereby amended by deleting the period at the end of clause (d) thereof and adding the following clause (e) at the end thereof "; or (e) the Principals cease to beneficially own and control at least 50% on a fully diluted basis of the voting and economic interests in the Borrower." iii. The definition of "Majority Banks" in Section 1.1 of the Credit Agreement is hereby amended and restated in full to read as follows: "Majority Banks. As of any date of determination, (a) at any time there are less than three (3) Banks, Banks having 100% of the Total Commitment or, if 2 the Commitments of each Bank to make Loans have been terminated pursuant to ss. 11.1, Banks holding 100% of the outstanding principal amount of the Notes and (b) at any time there are three (3) or more Banks, a minimum of two (2) Banks having more than 66-2/3% of the Total Commitment or, if the Commitments of each Bank to make Loans have been terminated pursuant to ss. 11.1, a minimum of two (2) Banks holding in the aggregate more than 66-2/3% of the outstanding principal amount of the Notes; provided, that (i) the Commitment of, and the portion of the outstanding principal amount of the Notes held or deemed held by, any Defaulting Bank shall be excluded for purposes of making a determination of Majority Banks and (ii) for purposes hereof, a Bank and its Affiliates shall be considered as a single Bank." iv. The definition of "Obligations" in Section 1.1 of the Credit Agreement is hereby amended by adding the following sentence at the end thereof: "For the avoidance of doubt, Obligations shall include any advances to, and debts, liabilities, obligations and covenants of, any Loan Party arising under any Secured Cash Management Agreement or any interest rate protection agreement entered into by a Bank or an Affiliate of a Bank." v. The following definitions are hereby added to Section 1.1 of the Credit Agreement in the proper alphabetical order: "Amendment No. 1. Amendment No. 1 to Loan Documents, dated as of the Amendment No. 1 Effective Date, among the Borrower, the Guarantors, the Banks, the Agent and the Syndication Agent." "Amendment No. 1 Effective Date. As of December 31, 2008." "Amendment No. 1 Execution Date. February 5, 2009." "Cash Equivalents. Any of the following, to the extent owned by the Borrower or any of its Subsidiaries: (i) readily marketable obligations issued or directly and fully guaranteed or insured by the United States of America or any agency or instrumentality thereof having maturities of not more than 360 days from the date of acquisition thereof; provided that the full faith and credit of the United States of America is pledged in support thereof; (ii) time deposits with, or insured certificates of deposit or bankers' acceptances of, any commercial bank that (a) (A) is a Bank or (B) is organized under the laws of the United States of America, any state thereof or the District of Columbia or is the principal banking subsidiary of a bank holding company organized under the laws of the United States of America, any state thereof or the District of Columbia, and is a member of the Federal Reserve System, (b) issues (or the parent of which issues) 3 commercial paper rated as described in clause (iii) of this definition and (c) has combined capital and surplus of at least $1,000,000,000, in each case with maturities of not more than 180 days from the date of acquisition thereof; (iii) commercial paper issued by any Person organized under the laws of any state of the United States of America and rated at least "Prime-1" (or the then equivalent grade) by Moody's or at least "A-1" (or the then equivalent grade) by S&P, in each case with maturities of not more than 180 days from the date of acquisition thereof; and (iv) Investments, classified in accordance with GAAP as current assets of the Borrower or any of its Subsidiaries, in money market investment programs registered under the Investment Company Act of 1940, which are administered by financial institutions that have the highest rating obtainable from either Moody's or S&P, and the portfolios of which are limited solely to Investments of the character, quality and maturity described in clauses (i), (ii) and (iii) of this definition." "Cash Management Agreement. Any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, electronic funds transfer and other cash management arrangements." "Cash Management Bank. Any Person that is a Bank or an Affiliate of a Bank, in its capacity as a party to such Cash Management Agreement." "Secured Cash Management Agreement. Any Cash Management Agreement that is entered into by and between any Loan Party and any Cash Management Bank." "Secured Interest Rate Protection Agreement. Any interest rate protection agreement entered into from time to time by a Bank or any of its Affiliates with a Loan Party." "Secured Parties. Agent, the Banks, the Cash Management Banks and any Bank or Affiliate of a Bank that has entered into an interest rate protection agreement with any Loan Party." "Total Leverage Ratio. (i) For purposes of the determination of the Applicable Margins and Commitment Fee Rate, see the definition of Applicable Margins and Commitment Fee Rate, and (ii) otherwise see ss. 8.2." "WCIV LLC. WCIV LLC, a Delaware limited liability company." (b) Section 2.3 of the Credit Agreement is hereby amended by adding thereto the following new clause (c): 4 (c) "Scheduled Reduction of Total Commitments. On each date set forth below, the Commitment of Bank of America and its Affiliates shall be reduced, on a pro rata basis as between Bank of America and such Affiliates, by the amount set forth opposite such date below:

(c) Section 2.9 of the Credit Agreement is hereby amended by adding the following sentence at the end thereof: "Notwithstanding the foregoing, if any repayment is required as a result of any scheduled reduction of Commitments hereunder , such repayment will be made in accordance with Section 2.3(c) hereof and such repayment will be paid on a pro rata basis to Bank of America and to its Affiliates in accordance with the reduction of each of their Commitments." (d) Section 6.11 of the Credit Agreement is hereby amended and restated in full to read as follows: "Section 6.11 Further Assurances. The Borrower will, promptly upon request by the Agent, or any Bank through the Agent, (a) correct any material defect or error that may be discovered in any Loan Document or in the execution, acknowledgment, filing or recordation thereof, and (b) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Agent, or any Bank through the Agent, may reasonably require from time to time in order to (i) carry out more effectively the purposes of the Loan Documents, (ii) to the fullest extent permitted by applicable law, subject any Loan Party's or any of its Subsidiaries' properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any of the Security Documents, (iii) perfect and maintain the validity, effectiveness and priority of any of the Security Documents in accordance with its terms and any of the Liens intended to be created thereunder and (iv) assure, convey, grant, assign, transfer, preserve, protect and confirm more effectively unto the Secured Parties the rights granted or now or hereafter intended to be granted to the Secured Parties under any Loan Document or under any other instrument executed in connection with any Loan Document to which any Loan Party or any of its Subsidiaries is or is to be a party, and cause each of its Subsidiaries to do so." (e) Section 7.2(vii) of the Credit Agreement is hereby amended to change the reference to "Pledge Agreement" therein to "Security Documents." (f) Section 7.4(d) of the Credit Agreement is hereby amended and restated in full to read as follows: "(d) payments by the Borrower of cash dividends on outstanding shares of its capital stock or loans or advances to Affiliates (other than Subsidiaries of the Borrower), and payments by any Majority-Owned Subsidiary of cash dividends on outstanding shares of its capital stock to any Person other than the Borrower or a wholly-owned Subsidiary of the 5 Borrower; provided, that no Default or Event of Default is continuing on the date of any such payment or would result therefrom after giving pro forma effect to such payment, any related transactions and any transactions, if any, consummated pursuant to ss.ss. 7.4(g) and 7.5(g), as if they had occurred as of the end of the last day of the most recent fiscal quarter for which the Borrower has delivered a Compliance Certificate (the "Pro Forma Test Date"); and, provided, further, that (i) the Total Leverage Ratio, after giving pro forma effect to such payments and transactions as if they had occurred as of the Pro Forma Test Date, will not exceed 6.75:1.0, (ii) the Senior Leverage Ratio, after giving pro forma effect to such payments and transactions as if they had occurred as of the Pro Forma Test Date, will not exceed 1.0:1.0 and (iii) the Agent and the Banks shall have received, prior to the making of such Restricted Payment, a statement certified by the principal financial officer of the Borrower and setting forth in reasonable detail computations evidencing compliance, on a pro forma basis, with the covenants contained in subclauses (i) and (ii) above as at the Pro Forma Test Date;" (g) Section 7.4 of the Credit Agreement is hereby amended by replacing the period at the end of Section 7.4(e) thereof with a semicolon and by adding new clauses (f) and (g) to read in full as follows: "(f) voluntary redemptions or repurchases by the Borrower of ACC 7 3/4% Senior Subordinated Notes; provided, that (i) the Total Leverage Ratio, after giving pro forma effect to such payment, any related transactions and any transaction, if any, consummated pursuant to ss.ss. 7.4(d) and 7.5(g), as if they had occurred as of the Pro Forma Test Date (as defined above), will not exceed 6.75:1.0, (ii) the Senior Leverage Ratio, after giving pro forma effect to such payments and transactions as if they had occurred as of the Pro Forma Test Date, will not exceed 1.0:1.0 and (iii) the Agent and the Banks shall have received, prior to the making of such Restricted Payment, a statement certified by the principal financial officer of the Borrower and setting forth in reasonable detail computations evidencing compliance on a pro forma basis, with the covenants contained in subclauses (i) and (ii) above as at the Pro Forma Test Date (as defined above); and (g) to the extent permitted by Section 7.5(g), the disposition of all of the assets or equity interests in WCIV LLC." (h) Section 7.5 of the Credit Agreement is hereby amended by deleting the word "and" at the end of clause (e) thereof, replacing the period at the end of clause (f) thereof with the phrase "; and" and adding a new clause (g) to read in full as follows: "(g) the disposition (whether by sale, distribution, spin-off or contribution) of all of the assets of or equity interests in WCIV LLC; provided, that (i) no Default or Event of Default is continuing on the date of such disposition or after giving effect thereto as if it had occurred as of the end of the last day of the most recent fiscal quarter for which the Borrower has delivered a Compliance Certificate (the "Pro Forma Test Date") and (ii) the Agent and the Banks shall have received, at least five (5) Business Days prior the making of such disposition, a statement certified by the principal financial officer of the Borrower and setting forth in reasonable detail computations evidencing compliance, on a pro forma basis, after giving effect to such disposition and any transaction, if any, consummated pursuant to ss.ss. 7.4(d) and 7.4(g), with the covenants contained in Section 8.2 and 8.3 as at the Pro Forma Test Date." 6 (i) Section 7.11 of the Credit Agreement is hereby amended and restated in full to read as follows: "Section 7.11 No Amendments, Etc. The Borrower will not, and will not permit any of its Subsidiaries to, enter into or permit any amendment, supplement or other modification of any charter document or by-laws of the Borrower or any of its Subsidiaries or any Subordinated Debt Document that, in any such case, would adversely affect the Banks; provided, however, that TV Alabama, Inc. and Harrisburg Television, Inc. may each amend their Certificates of Incorporation in the manner set forth as Exhibits B and C to Amendment No. 1." (j) Section 7 of the Credit Agreement is hereby amended by adding a new Section 7.13 and a new Section 7.14 immediately following Section 7.12, to read in full as follows: "Section 7.13 Cash Management. The amount of cash and Cash Equivalents held by the Borrower and its Subsidiaries shall not exceed $10,000,000 in the aggregate on more than four Business Days in any consecutive five Business Day period; provided, however, that such restriction shall not apply at any time that no Loans are outstanding. Section 7.14 Burdensome Agreements. The Borrower will not and will not permit any of its Subsidiaries to enter into or permit to exist any contractual obligation (other than this Agreement, any other Loan Document and the Subordinated Debt Documents) that (i) limits the ability of the Borrower or any Subsidiary to create, incur, assume or suffer to exist a lien or security interest on property of such Person; provided, however, that this clause (i) shall not prohibit any negative pledge incurred or provided in favor of any holder or beneficiary of a Permitted Lien solely to the extent any such negative pledge relates to the property the subject of such Permitted Lien; or (ii) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person." (k) Section 8.2 of the Credit Agreement is hereby amended and restated in full to read as follows: "Section 8.2 Total Leverage Ratio. The Borrower will not permit the ratio of (a) Total Debt as of any date of determination, less, solely to the extent that no Loans are outstanding as of such date, the aggregate amount of unrestricted cash on hand and Cash Equivalents as of such date to (b) Consolidated EBITDA for the period of four (4) consecutive fiscal quarters most recently ended for which the Borrower has supplied or is required to supply financial statements pursuant to ss.6.4(a), or following the Closing Date, a Compliance Certificate (hereinafter, the "Total Leverage Ratio"), to exceed the ratio set forth below opposite the period in which the date of determination falls:

(l) Section 8.3 of the Credit Agreement is hereby amended and restated in full to read as follows: "Section 8.3 Senior Leverage Ratio. The Borrower will not permit the ratio of (a) Senior Debt as of any date to (b) Consolidated EBITDA for the four (4) consecutive fiscal quarters most recently ended for which the Borrower has supplied or is required to supply financial statements pursuant to ss.6.4(a), or following the Closing Date, a Compliance Certificate (the "Senior Leverage Ratio"), to exceed, (i) for the period from the Closing Date through December 30, 2008, 2.50:1.0 and (ii) on December 31, 2008 and thereafter, 1.25:1.0." (m) Section 11.1(c) of the Credit Agreement is hereby amended and restated in full to read as follows: "(c) the Borrower or any Subsidiary of the Borrower shall fail to (i) comply with any of the covenants contained in Section 6.5 (with respect to the first sentence thereof only), 6.12, 6.15, 6.17 (provided, however, that to the extent compliance with such covenant is stated to be subject to the satisfaction of the Agent, non-compliance with such covenant shall not constitute an Event of Default solely to the extent such non-compliance would be the result of the absence of the Agent's satisfaction and only until three (3) Business Days after the Borrower or such Subsidiary has received notice from the Agent of such non-compliance), or 6.18, Section 7 or Section 8, (ii) comply with any covenants contained in this Credit Agreement (other than those enumerated in subclause (i) above) or in any of the other Loan Documents (other than payment covenants described in paragraphs (a) and (b) above) for twenty (20) days after written notice of such failure has been given to the Borrower by the Agent or any Bank or (iii) comply with any covenant or agreement set forth in any Subordinated Debt Document after the period of grace applicable thereto;" (n) Section 11.1(e) of the Credit Agreement is hereby amended and restated in full to read as follows: "(e) the Borrower or any of its Subsidiaries (i) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or any guaranty (other than Indebtedness hereunder) having an 8 aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than $5,000,000, or (ii) fails to observe or perform any other agreement or condition relating to any such Indebtedness or guaranty or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiarie