and THE FIRST NATIONAL BANK OF CHICAGO as Trustee IndentureWashington Post Co • March 26th, 1999 • Newspapers: publishing or publishing & printing • New York
2 3 the Commission, as the case may be, will conform in all material respects to the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder and will not contain an untrue statement of a...Underwriting Agreement • December 23rd, 1998 • Washington Post Co • Newspapers: publishing or publishing & printing • New York
AMONGAgreement and Plan of Merger • September 23rd, 2003 • Washington Post Co • Newspapers: publishing or publishing & printing • Delaware
EXHIBIT 4.4 U.S. $250,000,000 364-DAY CREDIT AGREEMENT Dated as of September 20, 2000Credit Agreement • November 15th, 2000 • Washington Post Co • Newspapers: publishing or publishing & printing • New York
and THE FIRST NATIONAL BANK OF CHICAGO as Trustee IndentureWashington Post Co • December 23rd, 1998 • Newspapers: publishing or publishing & printing • New York
Exhibit 4.3 CONSENT AND AMENDMENT NO. 1 TO THE 5-YEAR CREDIT AGREEMENTCredit Agreement • September 23rd, 2003 • Washington Post Co • Newspapers: publishing or publishing & printing • New York
AmongCredit Agreement • March 23rd, 1998 • Washington Post Co • Newspapers: publishing or publishing & printing • New York
Exhibit 4.1 THIS FIRST SUPPLEMENTAL INDENTURE, dated as of September 22, 2003 (this "Supplemental Indenture"), is by and among WP Company LLC (formerly known as The Washington Post Company), a Delaware limited liability company (the "Company"), The...First Supplemental Indenture • September 23rd, 2003 • Washington Post Co • Newspapers: publishing or publishing & printing • New York
CONFORMED COPY] U.S. $300,000,000 CREDIT AGREEMENT Dated as of January 31, 1996Credit Agreement • March 27th, 1996 • Washington Post Co • Newspapers: publishing or publishing & printing • New York
THE WASHINGTON POST COMPANY Underwriting AgreementWashington 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
Exhibit 2.2 TRANSFER AGREEMENT (this "Agreement") dated as of September 22, 2003, between THE WASHINGTON POST COMPANY (formerly known as TWPC, Inc.), a Delaware corporation ("Parent"), and WP Company LLC (formerly known as The Washington Post Company,...Transfer Agreement • September 23rd, 2003 • Washington Post Co • Newspapers: publishing or publishing & printing • Delaware
JOINT FILING AGREEMENTJoint Filing Agreement • February 16th, 1999 • Washington Post Co • Newspapers: publishing or publishing & printing
AGREEMENT AND PLAN OF MERGER Dated as of October 21, 2015 among DF INSTITUTE, LLC, SPL MERGER CORP. and SMART PROS LTD.Agreement and Plan of Merger • November 2nd, 2015 • Graham Holdings Co • Services-educational services • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of October 21, 2015 (this “Agreement”), is among DF Institute, LLC, an Illinois limited liability company (“Parent”), SPL Merger Corp., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and Smart Pros Ltd., a Delaware corporation (the “Company”).
THE ESTATE OF KATHARINE GRAHAM REGISTRATION RIGHTS AGREEMENTWashington Post Co • October 10th, 2001 • Newspapers: publishing or publishing & printing • New York
Graham Holdings Company Purchase AgreementGraham Holdings Co • May 30th, 2018 • Services-educational services • New York
Graham Holdings Company, a Delaware corporation (the “Company”), proposes to issue and sell to the several initial purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as representative (the “Representative”), $400,000,000 principal amount of its 5.750% Senior Notes due 2026 (the “Securities”). The Securities will be issued pursuant to an Indenture to be dated as of May 30, 2018 (the “Indenture”), among the Company, the guarantors listed in Schedule 2 hereto (the “Guarantors”) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), and will be guaranteed on an unsecured senior basis by each of the Guarantors (the “Guarantees”).
U.S. $500,000,000 FIVE YEAR CREDIT AGREEMENT Dated as of August 8, 2006 Among THE WASHINGTON POST COMPANY as Borrower and THE INITIAL LENDERS NAMED HEREIN as Initial Lenders and CITIBANK, N.A. as Administrative Agent and JPMORGAN CHASE BANK, N.A....Five Year Credit Agreement • August 9th, 2006 • Washington Post Co • Newspapers: publishing or publishing & printing • New York
UNIT PURCHASE AGREEMENT dated as of August 5, 2014 by and among GANNETT CO., INC., CLASSIFIED VENTURES, LLC, and THE UNITHOLDERS OF CLASSIFIED VENTURES, LLC PARTY HERETOUnit Purchase Agreement • August 8th, 2014 • Graham Holdings Co • Services-educational services • Delaware
This UNIT PURCHASE AGREEMENT, dated as of August 5, 2014 (this “Agreement”), is hereby entered into by and among Gannett Co., Inc., a Delaware corporation (“Purchaser”), Classified Ventures, LLC, a Delaware limited liability company (the “Company”), the undersigned Seller Subsidiaries (as defined below) and the applicable undersigned parent of each Seller Subsidiary (individually a “Seller” and collectively the “Sellers”).
TAX MATTERS AGREEMENT by and between GRAHAM HOLDINGS COMPANY and CABLE ONE, INC. As of June 16, 2015Tax Matters Agreement • June 17th, 2015 • Graham Holdings Co • Services-educational services • New York
This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of June 16, 2015, by and between GRAHAM HOLDINGS COMPANY, a Delaware corporation (“Graham”), and CABLE ONE, INC., a Delaware corporation and a wholly owned subsidiary of Graham (“Cable”).
EMPLOYEE MATTERS AGREEMENT By and Between GRAHAM HOLDINGS COMPANY and CABLE ONE, INC. Dated as of June 16, 2015Employee Matters Agreement • June 17th, 2015 • Graham Holdings Co • Services-educational services
EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of June 16, 2015, by and between GRAHAM HOLDINGS COMPANY, a Delaware corporation (“Graham”), and CABLE ONE, INC., a Delaware corporation (“Cable”, and together with Graham, the “Parties”).
SEPARATION AND DISTRIBUTION AGREEMENT By and Between GRAHAM HOLDINGS COMPANY and CABLE ONE, INC. Dated as of June 16, 2015Separation and Distribution Agreement • June 17th, 2015 • Graham Holdings Co • Services-educational services • New York
SEPARATION AND DISTRIBUTION AGREEMENT, dated as of June 16, 2015, by and between GRAHAM HOLDINGS COMPANY, a Delaware corporation (“Graham”), and CABLE ONE, INC., a Delaware corporation (“Cable”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I hereof.
U.S. $250,000,000 364-DAY CREDIT AGREEMENT Dated as of August 10, 2005 Among THE WASHINGTON POST COMPANY as Borrower and THE INITIAL LENDERS NAMED HEREIN as Initial Lenders and CITIBANK, N.A. as Administrative Agent and JPMORGAN CHASE BANK, N.A....Day Credit Agreement • August 12th, 2005 • Washington Post Co • Newspapers: publishing or publishing & printing • New York
July 16, 2014 Mr. Hal S. Jones Graham Holdings CompanySeparation and Release Agreement • July 16th, 2014 • Graham Holdings Co • Services-educational services • New York
CONFORMED COPY U.S. $250,000,000 364-DAY CREDIT AGREEMENT Dated as of August 13, 2003Conformed • September 23rd, 2003 • Washington Post Co • Newspapers: publishing or publishing & printing • New York
July 16, 2014 Ms. Ann L. McDaniel Graham Holdings Company Washington, DC 20071 Dear Ann:Graham Holdings Co • July 16th, 2014 • Services-educational services • New York
Your employment with Graham Holdings Company (the “Company”) will end effective as of the date that is designated by the Company pursuant to that certain Agreement and General Release between you and the Company (the “Release Agreement”) pursuant to the Company’s Voluntary Retirement Incentive Program (such date, the “Separation Date”). In accordance with the Release Agreement, you are entitled to certain payments and benefits in connection with your termination of employment, which shall not be affected by this letter agreement. This letter agreement sets forth the terms upon which you shall provide services to the Company as an independent contractor following the Separation Date.
U.S. $350,000,000 5-YEAR CREDIT AGREEMENT Dated as of August 14, 2002 Among THE WASHINGTON POST COMPANY as Borrower and THE INITIAL LENDERS NAMED HEREIN as Initial Lenders and CITIBANK, N.A. as Administrative Agent and WACHOVIA BANK, NATIONAL...Year Credit Agreement • November 13th, 2002 • Washington Post Co • Newspapers: publishing or publishing & printing • New York
The Washington Post Company, a Delaware corporation (the “Borrower”), the banks, financial institutions and other institutional lenders (the “Initial Lenders”) listed on the signature pages hereof, and Citibank, N.A. (“Citibank”), as administrative agent (the “Agent”) for the Lenders (as hereinafter defined), agree as follows:
TAX MATTERS AGREEMENT by and among BERKSHIRE HATHAWAY INC. NATIONAL INDEMNITY COMPANY NATIONAL FIRE & MARINE INSURANCE COMPANY BERKSHIRE HATHAWAY HOMESTATE INSURANCE COMPANY GRAHAM HOLDINGS COMPANY and MIAMI STATION SPLIT CO. As of April 10, 2014Tax Matters Agreement • April 14th, 2014 • Graham Holdings Co • Services-educational services • New York
This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of April 10, 2014, by and among BERKSHIRE HATHAWAY INC., a Delaware corporation (“Berkshire Hathaway”), NATIONAL INDEMNITY COMPANY, a Nebraska corporation (“NICO”), NATIONAL FIRE & MARINE INSURANCE COMPANY, a Nebraska corporation, BERKSHIRE HATHAWAY HOMESTATE INSURANCE COMPANY (f/k/a CORNHUSKER CASUALTY COMPANY), a Nebraska corporation, GRAHAM HOLDINGS COMPANY, a Delaware corporation (“Graham”), and MIAMI STATION SPLIT CO., a Delaware corporation and an indirect wholly-owned subsidiary of Graham (the “Company”).
Exhibit 99.2 STOCKHOLDERS AGREEMENT (this Agreement), dated as of June 5, 2006, among The Washington Post Company, a Delaware Corporation (Parent), Kaplan, Inc., a Delaware corporation (the Company), and Jonathan N. Grayer (the Stockholder)....Stockholders Agreement • June 6th, 2006 • Washington Post Co • Newspapers: publishing or publishing & printing • New York
JOINT FILING AGREEMENTJoint Filing Agreement • November 2nd, 2015 • Graham Holdings Co • Services-educational services
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby (i) agree to the joint filing with all other Reporting Persons (as such term is defined in the statement on Schedule 13D described below) of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.0001 per share, of SmartPros Ltd. and (ii) agree that this Agreement be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.
Consulting AgreementConsulting Agreement • December 16th, 2020 • Graham Holdings Co • Services-educational services • Virginia
Consulting Agreement dated as of January 1, 2021, between Graham Holdings Company, a Delaware corporation with its principal place of business at 1300 North 17th Street, Suite 1700, Arlington VA 22209 (“The Company”) and Denise Demeter (“Consultant”), in consideration of the mutual promises made herein, as follows:
AMENDED AND RESTATED BY-LAWSWashington Post Co • September 23rd, 2003 • Newspapers: publishing or publishing & printing
CONTRIBUTION AND TRANSFER AGREEMENT BY AND AMONG KAPLAN HIGHER EDUCATION, LLC, IOWA COLLEGE ACQUISITION, LLC, PURDUE UNIVERSITY, AND PURDUE NEWU, INC.Contribution and Transfer Agreement • April 27th, 2017 • Graham Holdings Co • Services-educational services • Indiana
This Contribution and Transfer Agreement (together with the Exhibits and Schedules hereto, this “Agreement”), dated April 27, 2017 (the “Effective Date”), is made by and among Kaplan Higher Education, LLC, a Delaware limited liability company (“KHE”), Iowa College Acquisition, LLC, a Delaware limited liability company (“ICA”) (KHE and ICA, collectively, “Contributor”), The Trustees of Purdue University, an Indiana body corporate that manages and conducts Purdue University, the State of Indiana’s land-grant university (“Purdue”), and Purdue NewU, Inc., an Indiana nonprofit, public benefit corporation (“NewU”). “Party” refers, as the context provides, to any of Contributor, Purdue and NewU; and “Parties” refers to Contributor, Purdue and NewU collectively. “Purdue Parties” refers to Purdue and NewU collectively. Capitalized terms not otherwise defined in this Agreement have the meanings set forth in Exhibit A (Definitions).
EXCHANGE AGREEMENT by and among BERKSHIRE HATHAWAY INC. NATIONAL INDEMNITY COMPANY NATIONAL FIRE & MARINE INSURANCE COMPANY BERKSHIRE HATHAWAY HOMESTATE INSURANCE COMPANY GRAHAM HOLDINGS COMPANY and MIAMI STATION SPLIT CO. As of April 10, 2014Exchange Agreement • April 14th, 2014 • Graham Holdings Co • Services-educational services • New York
This EXCHANGE AGREEMENT, dated as of April 10, 2014 (this “Agreement”), is entered into by and among BERKSHIRE HATHAWAY INC., a Delaware corporation (“Berkshire Hathaway”), NATIONAL INDEMNITY COMPANY, a Nebraska corporation (“NICO”), NATIONAL FIRE & MARINE INSURANCE COMPANY, a Nebraska corporation (“NFMIC”), BERKSHIRE HATHAWAY HOMESTATE INSURANCE COMPANY (f/k/a CORNHUSKER CASUALTY COMPANY), a Nebraska corporation (“Homestate”), GRAHAM HOLDINGS COMPANY, a Delaware corporation (“Graham”), and MIAMI STATION SPLIT CO., a Delaware corporation and an indirect wholly owned subsidiary of Graham (the “Company”).
ASSET PURCHASE AGREEMENT among NEWSWEEK, INC., THE WASHINGTON POST COMPANY, HARMAN MEDIA, LLC and SIDNEY HARMAN, Ph.D. Dated as of August 2, 2010Asset Purchase Agreement • October 6th, 2010 • Washington Post Co • Services-educational services • New York
ASSET PURCHASE AGREEMENT dated as of August 2, 2010 (this “Agreement”), among NEWSWEEK, INC., a New York corporation (“Seller”), THE WASHINGTON POST COMPANY, a Delaware corporation (“Parent”) (solely with respect to Sections 5.08 and 9.08), HARMAN MEDIA, LLC, a limited liability company formed in the District of Columbia (“Purchaser”) and SIDNEY HARMAN, Ph.D., a natural person (“Harman”) (solely with respect to Section 11.17).
FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • May 5th, 2020 • Graham Holdings Co • Services-educational services • New York
First Supplemental Indenture (this “Supplemental Indenture”), dated as of March 24, 2020, among Graham Healthcare Group, Inc., a Delaware corporation (the “Guaranteeing Subsidiary”), a subsidiary of Graham Holdings Company, a Delaware corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).
FIVE YEAR CREDIT AGREEMENTAssignment and Assumption • July 1st, 2015 • Graham Holdings Co • Services-educational services • New York
Graham Holdings Company, a Delaware corporation (the “Borrower”), the Guarantors listed on the signature pages hereof, the banks, financial institutions and other institutional lenders (the “Initial Lenders”) listed on the signature pages hereof, and Wells Fargo Bank, National Association (“Wells Fargo Bank”), as administrative agent (the “Administrative Agent”) for the Lenders (as hereinafter defined), agree as follows:
