Second Supplemental Indenture

Exhibit 10.2

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

TABLE OF CONTENTS

SECOND SUPPLEMENTAL INDENTURE

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 ”).

RECITALS OF THE COMPANY

WHEREAS , the Company and the Trustee executed and delivered an Indenture, dated as of February 17, 1999 (the “ Base Indenture ”), as amended by the First Supplemental Indenture, dated as of September 22, 2003 (the “ First Supplemental Indenture ,” together with the Base Indenture, the “ Indenture ”), to provide for the issuance by the Company from time to time of Securities to be issued in one or mores series as provided in the Indenture;

WHEREAS , the issuance and sale of $400,000,000 aggregate principal amount of a new series of the Securities of the Company designated as its 7.250% Notes due February 1, 2019 (the “ Notes ”) have been authorized by resolutions adopted by the Pricing Committee of the Board of Directors of the Company;

WHEREAS , the Company desires to issue and sell $400,000,000 aggregate principal amount of the Notes as of the date hereof;

WHEREAS , Sections 201, 202 and 1001 of the Indenture provide that the Company, when authorized by a Board Resolution or Board Resolutions, and the Trustee may at any time and from time to time enter into one or more supplemental indentures, without the consent of the holders, to, among other things, provide for the issuance of and to establish the form or terms and conditions of Securities of any series as permitted by the Indenture;

WHEREAS , the Company desires to establish the form, terms and conditions of the Notes;

WHEREAS , all things necessary to make this Second Supplemental Indenture a valid and legally binding supplement to the Indenture according to its terms and the terms of the Indenture have been done;

WHEREAS , the Company has complied with all conditions precedent provided for in the Indenture relating to this Supplemental Indenture; and

WHEREAS , the Company has requested that the Trustee execute and deliver this Second Supplemental Indenture.

NOW, THEREFORE:

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In consideration of the premises stated herein and the purchase of the Notes by the Holders thereof, the Company and the Trustee mutually covenant and agree for the equal and proportionate benefit of the respective Holders from time to time of the Notes as follows:

ARTICLE 1

S COPE OF S ECOND S UPPLEMENTAL I NDENTURE

Section 1.01. Scope. This Second Supplemental Indenture constitutes an integral part of the Indenture and this Second Supplemental Indenture shall be read together with the Indenture as though all the provisions thereof are contained in one instrument. Except as expressly amended by this Second Supplemental Indenture, the terms and provisions of the Indenture shall remain in full force and effect.

ARTICLE 2

D EFINITIONS

Section 2.01 . Certain Terms Defined in the Indenture . For purposes of this Second Supplemental Indenture, all capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Indenture, as amended hereby.

Section 2.02. Definitions . For the benefit of the Holders of the Notes, Section 101 of the Indenture shall be amended by adding the following new definitions:

“ Adjusted Treasury Rate ” means, with respect to any Redemption Date the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of the principal amount) equal to the Comparable Treasury Price for that Redemption Date. The Adjusted Treasury Rate will be calculated on the third Business Day preceding the Redemption Date.

“ Below Investment Grade Ratings Event ” means that on any day within the 60-day period (which period shall be extended so long as the rating of the Notes is under publicly announced consideration for a possible downgrade by any of the Rating Agencies) after the earlier of (1) the occurrence of a Change of Control; or (2) public notice of the occurrence of a Change of Control or the intention by the Company to effect a Change of Control, the Notes are rated below Investment Grade by each of the Rating Agencies. Notwithstanding the foregoing, a Below Investment Grade Ratings Event otherwise arising by virtue of a particular reduction in rating shall not be deemed to have occurred in respect of a particular Change of Control (and thus shall not be deemed a Below Investment

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Grade Ratings Event for purposes of the definition of Change of Control Repurchase Event hereunder) if the Rating Agencies making the reduction in rating to which this definition would otherwise apply do not announce or publicly confirm or inform the Trustee in writing at its request that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control shall have occurred at the time of the ratings event).

“ Change of Control ” means the occurrence of any one of the following: (i) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” (as that term is used in Section 13(d)(3) of the Exchange Act), other than one or more Permitted Holders, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the combined voting power of the Company’s Voting Stock or other Voting Stock into which the Company’s Voting Stock is reclassified, consolidated, exchanged or changed measured by voting power rather than number of shares; (ii) the direct or indirect sale, lease, transfer conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the Company’s properties or assets and those of its subsidiaries taken as a whole to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act), other than one or more Permitted Holders; (iii) the Company consolidates with, or merges with or into, any “person” (as that term is used in Section 13(d)(3) of the Exchange Act), or any person consolidates with, or merges with or into, the Company, in any such event pursuant to a transaction in which any of the Company’s outstanding Voting Stock or the Voting Stock of such other person is converted into or exchanged for cash, securities or other property, other than any such transaction where the shares of the Company’s Voting Stock outstanding immediately prior to such transaction constitute, or are converted into or exchanged for, a majority of the Voting Stock of the surviving person or any direct or indirect parent company of the surviving person immediately after giving effect to such transaction; (iv) the first day on which a majority of the members of the Company’s board of directors cease to be Continuing Directors; (v) the adoption of a plan relating to the Company’s liquidation or dissolution; or (vi) the consummation of a so-called “going private/Rule 13e-3 Transaction” that results in any of the effects described in paragraph (a)(3)(ii) of Rule 13e-3 under the Exchange Act (or any successor provision), following which the Family Members beneficially own, directly or indirectly, more than 50% of our Voting Stock, measured by voting power rather than number of shares.

“ Change of Control Repurchase Event ” means the occurrence of both a Change of Control and a Below Investment Grade Ratings Event.

“ Comparable Treasury Issue ” means the U.S. Treasury security selected by the applicable Quotation Agent as having a maturity comparable to the

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remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of those Notes.

“ Comparable Treasury Price ” means, with respect to any Redemption Date, (A) the average of four Reference Treasury Dealer Quotations for that Redemption Date, after excluding the highest and lowest of those Reference Treasury Dealer Quotations, or (B) if the Company obtains fewer than four such Reference Treasury Dealer Quotations, the average of all of those quotations.

“ Continuing Directors ” means, as of any date of determination, any member of the Company’s Board of Directors who (1) was a member of such Board of Directors on the date of the issuance of the Notes; or (2) was nominated for election, elected or appointed to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination, election or appointment; or (3) was nominated for election, elected or appointed to such Board of Directors by the majority of the outstanding shares of class A common stock as a replacement for a member of the Board of Directors who was elected by the Board of Directors by the class A common stock.

“ Family Member ” means Donald E. Graham, William W. Graham, Stephen M. Graham, Elizabeth Weymouth, and their respective estates, spouses, ancestors and lineal descendants, the legal representatives of any of the foregoing and the trustees of any bona fide trusts of which the foregoing are the primary beneficiaries or the sole grantors.

“ Investment Grade ” means a rating of Baa3 or better by Moody’s (or its equivalent under any successor rating categories of Moody’s); a rating of BBB- or better by S&P (or its equivalent under any successor rating categories of S&P); or the equivalent Investment Grade credit rating from any replacement Rating Agency or Rating Agencies selected by the Company.

“ Moody’s ” means Moody’s Investors Service Inc. and its successors.

“ Permitted Holders ” means (1) the Company and its subsidiaries and (2) Donald E. Graham, William W. Graham, Stephen M. Graham, Elizabeth Weymouth, and their respective estates, spouses, ancestors and lineal descendants, the legal representatives of any of the foregoing and the trustees of any bona fide trusts of which the foregoing are the primary beneficiaries or the sole grantors

“ Quotation Agent ” means the Reference Treasury Dealer appointed by the Company for the Notes.

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“ Rating Agency ” means (1) each of Moody’s and S&P; and (2) if any of Moody’s or S&P ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons outside of the Company’s control, a “nationally recognized statistical rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act, selected by the Company (as certified by a resolution of the Chief Executive Officer or Chief Financial Officer) as a replacement agency for Moody’s or S&P or both of them, as the case may be.

“ Reference Treasury Dealer ” means:

“ Reference Treasury Dealer Quotation ” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Company by such Reference Treasury Dealer at 5:00 p.m. (New York City time) on the third business day preceding that Redemption Date.

“ S&P ” means Standard & Poor’s Ratings Services, a division of The McGraw Hill Companies, Inc. and its successors.

“ Voting Stock ” of any specified “person” (as that term is used in Section 13(d)(3) of the Exchange Act) as of any date means the capital stock of such person that is at the time entitled to vote generally in the election of the board of directors of such person.

ARTICLE 3

F ORM AND T ERMS OF THE N OTES

Section 3.01 . Form and Dating . The Notes shall be substantially in the form of Exhibit A attached hereto, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by the Indenture and this Second Supplemental Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange and regulations thereunder, or as may, consistent herewith, be determined by the officers executing such Notes, as evidenced by their execution thereof. The

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Company shall furnish any such legends and endorsements to the Trustee in writing. All Notes shall be in fully registered form. The Notes and any beneficial interest in the Notes shall be in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

The terms and notations contained in the Notes shall constitute, and are hereby expressly made, a part of the Indenture as supplemented by this Second Supplemental Indenture and the Company and the Trustee, by their execution and delivery of this Second Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby.

Section 3.02 . Terms of the Notes. The following terms relating to the Notes are hereby established:

(a) Title . The Notes shall constitute a series of Securities having the title “7.250% Notes due February 1, 2019”.

(b) Principal Amount . The aggregate principal amount of the Notes that may be initially authenticated and delivered under the Indenture, as amended hereby, shall be $400,000,000. The Company may from time to time, without the consent of the Holders of Notes, issue additional Notes (in any such case “ Additional Notes ”) of such series having the same ranking and the same interest rate, maturity and other terms as the Notes of that series. Any Additional Notes of a series and the existing Notes of that series will constitute a single series under the Indenture if such Additional Securities are fungible with the Notes for U.S. federal income tax purposes and all references to the relevant Notes shall include the Additional Notes unless the context otherwise requires.

(c) Maturity Date . The entire outstanding principal of the Notes shall be payable on February 1, 2019.

(d) Interest Rate . The rate at which the Notes shall bear interest shall be 7.250% per annum; the date from which interest shall accrue on the Notes shall be January 30, 2009, or the most recent Interest Payment Date to which interest has been paid or provided for; the Interest Payment Dates for the Notes shall be February 1 and August 1 of each year, beginning August 1, 2009; the interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, will be paid, in immediately available funds, to the Persons in whose names the Notes (or one or more predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be January 15 or July 15, as the case may be, next preceding such Interest Payment Date.

Section 3.03 . Optional Redemption.

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(a) The Notes of each series will be redeemable, in whole or in part, at the Company’s option at any time. The redemption price for the Notes to be redeemed on any date fixed for redemption by or pursuant to the Indenture, as amended hereby, and the Notes (the “ Redemption Date ”), will be equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed, or (ii) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest on such Notes (not including any portion of any payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis at the Adjusted Treasury Rate plus 50 basis points; plus, in each case, accrued and unpaid interest to the Redemption Date, assuming a 360-day year consisting of twelve 30-day months.

(b) On and after the Redemption Date for the Notes of a series, interest will cease to accrue on the Notes of such series or any portion thereof called for redemption, unless the Company defaults in the payment of the redemption price. On or before the Redemption Date for the Notes of that series, the Company will deposit with a Paying Agent, or the Trustee, funds sufficient to pay the redemption price of the Notes of a series to be redeemed on such date. If less than all of the Notes are to be redeemed, the Notes to be redeemed will be selected by the Trustee by such method as the Trustee deems fair and appropriate; provided however that no Notes of a Principal Amount of $2,000 or less shall be redeemed in part.

(c) Notice of any redemption will be mailed at least 30 days but not more than 60 days before the Redemption Date to each Holder of the Notes of the applicable series to be redeemed; provided however that if the Trustee is asked to give such notice it shall be notified in writing of such request at least 15 days prior to the date of the giving of such notice. Once notice of redemption is mailed, the Notes called for redemption will become due and payable on the Redemption Date and at the applicable redemption price, plus accrued and unpaid interest to the Redemption Date.

Section 3.04 . Repurchase of Notes upon a Change of Control Repurchase Event.

(a) If a Change of Control Repurchase Event occurs with respect to the Notes of a series, unless the Company shall have exercised its right to redeem the Notes of such series as described in Section 3.03 of this Second Supplemental Indenture, the Company shall be required to make an offer (the “ Change of Control Offer ”) to each Holder of the Notes of such series to repurchase all or any part (equal to $2,000 or any integral multiple of $1,000 in excess thereof) of that Holder’s Notes of such series on the terms set forth in this Section 3.04 and in the Notes of such series. In the Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal

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amount of the Notes repurchased, plus any accrued and unpaid interest on the Notes repurchased up to, but not including, the date of repurchase (the “ Change of Control Payment ”). With respect to the Notes of each series, within 30 days following any Change of Control Repurchase Event or, at the option of the Company, prior to any Change of Control, but after the public announcement of the transaction that constitutes or may constitute the Change of Control, the Company shall mail a notice to Holders of Notes, with a copy to the Trustee, of the applicable series describing the transaction that constitutes or may constitute the Change of Control Repurchase Event and offering to repurchase the Notes of such series on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed. The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on a Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice (the “ Change of Control Payment Date ”).

(b) On the Change of Control Payment Date, the Company shall, to the extent lawful:

(i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;

(ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and

(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes being purchased by the Company.

(c) The Paying Agent will promptly mail to each Holder of Notes properly tendered the purchase price for the Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new note equal in principal amount to any unpurchased portion of any Notes surrendered; provided that each new note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof.

(d) The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all Notes properly tendered and not withdrawn under its offer.

(e) The Company shall comply with the requirements of