0001193125-09-015492 Sample Contracts

THE WASHINGTON POST COMPANY Underwriting Agreement
Washington Post Co • January 30th, 2009 • Services-educational services • New York

The Washington Post Company, a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), $400,000,000 principal amount of its 7.250% Notes due February 1, 2019 (the “Securities”). The Securities will be issued pursuant to an indenture (the “Base Indenture”) dated as of February 17, 1999 between the Company and The Bank of New York Mellon Trust Company, N.A., as successor to The First National Bank of Chicago, as Trustee (the “Trustee”), as amended and supplemented by the first supplemental indenture (the “First Supplemental Indenture”) dated as of September 22, 2003 among WP Company LLC, the Company and the Trustee and as amended and supplemented by the second supplemental indenture (the “Second Supplemental Indenture”) to be dated as of January 30, 2009 between the Company and the Trustee (the Base Indenture, as so amended and supplem

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The Washington Post Company, as Company and The Bank of New York Mellon Trust Company, N.A., as Trustee Second Supplemental Indenture Dated as of January 30, 2009
Washington Post Co • January 30th, 2009 • Services-educational services • New York

SECOND SUPPLEMENTAL INDENTURE (the “Second Supplemental Indenture”), dated as of January 30, 2009, between The Washington Post Company, a Delaware corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A. (successor trustee to The First National Bank of Chicago), as Trustee (the “Trustee”).

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