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EXHIBIT 4.2

ASSIGNMENT AND ACCEPTANCE

Reference is made to the Credit Agreement dated as of March 17, 1998 (as
amended or modified from time to time, the Credit Agreement) among The
Washington Post Company, a Delaware corporation (the Borrower), the Lenders
(as defined in the Credit Agreement), Citibank, N.A., as agent for the Lenders
(the Agent), and Wachovia Bank, N.A., as co-agent. Terms defined in the
Credit Agreement are used herein with the same meaning.

The Assignor and the Assignee referred to on Schedule 1 hereto agree
as follows:

1.     The Assignor hereby sells and assigns to the Assignee, and the Assignee
hereby purchases and assumes from the Assignor, an interest in and to the
Assignors rights and obligations under the Credit Agreement as of the date
hereof (other than in respect of Competitive Bid Advances and Competitive Bid
Notes) equal to the percentage interest specified on Schedule 1 hereto of all
outstanding rights and obligations under the Credit Agreement (other than in
respect of Competitive Bid Advances and Competitive Bid Notes). After giving
effect to such sale and assignment, the Assignees Commitment and the amount of
the Revolving Credit Advances owing to the Assignee will be as set forth on
Schedule 1 hereto.

2.     The Assignor (i) represents and warrants that it is the legal and
beneficial owner of the interest being assigned by it hereunder and that such
interest is free and clear of any adverse claim; (ii) makes no representation
or warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with the Credit
Agreement or the execution, legality, validity, enforceability, genuineness,
sufficiency or value of the Credit Agreement or any other instrument or
document furnished pursuant thereto, (iii) makes no representation or warranty
and assumes no responsibility with respect to the financial condition of the
Borrower or the performance or observance by the Borrower of any of its
obligations under the Credit Agreement or any other instrument or document
furnished pursuant thereto; and (iv) attaches the Revolving Credit Note held by
the Assignor and requests that the Agent exchange such Revolving Credit Note
for a new Revolving Credit Note payable to the order of the Assignee in an
amount equal to the Commitment assumed by the Assignee pursuant hereto or new
Revolving Credit Notes payable to the order of the Assignee in an amount equal
to the Commitment assumed by the Assignee pursuant hereto and the Assignor in
an amount equal to the Commitment retained by the Assignor under the Credit
Agreement, respectively, as specified on Schedule 1 hereto.

3.     The Assignee (i) confirms that it has received a copy of the Credit
Agreement, together with copies of the financial statements referred to in
Section 4.01 thereof and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into this
Assignment and Acceptance, (ii) agrees that it will, independently and without
reliance upon the Agent, the Assignor or any other Lender and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under the Credit
Agreement; (iii) confirms that it is an Eligible Assignee; (iv) appoints and
authorizes the Agent to take such action as agent on its behalf and to exercise
such powers and discretion under the Credit Agreement as are delegated to the
Agent by the terms thereof, together with such powers and discretion as are
reasonably incidental thereto; (v) agrees that it will perform in accordance
with their terms all of the obligations that by the terms of the Credit
Agreement are required to be performed by it as a Lender; and (vi) attaches any
U.S. Internal Revenue Service forms required under Section 2.14 of the Credit
Agreement.

4.     Following the execution of this Assignment and Acceptance, it will be
delivered to the Agent for acceptance and recording by the Agent. The
effective date for this

Assignment and Acceptance (the Effective Date) shall be the date of
acceptance hereof by the Agent, unless otherwise specified on Schedule 1
hereto.

5.     Upon such acceptance and recording by the Agent, as of the Effective
Date, (i) the Assignee shall be a party to the Credit Agreement and, to the
extent provided in this Assignment and Acceptance, have the rights and
obligations of a Lender thereunder and (ii) the Assignor shall, to the extent
provided in this Assignment and Acceptance, relinquish its rights and be
released from its obligations under the Credit Agreement. By signing this
Assignment and Acceptance, the Agent and the Borrower hereby approve and
confirm the Assignee is an Eligible Assignee pursuant to the terms and
conditions of the Credit Agreement.

6.     Upon such acceptance and recording by the Agent, from and after the
Effective Date, the Agent shall make all payments under the Credit Agreement
and the Revolving Credit Notes in respect of the interest assigned hereby
(including, without limitation, all payments of principal, interest and
facility fees with respect thereto) to the Assignee. The Assignor and Assignee
shall make all appropriate adjustments in payments under the Credit Agreement
and the Revolving Credit Notes for periods prior to the Effective Date directly
between themselves.

7.     This Assignment and Acceptance shall be governed by, and construed in
accordance with, the laws of the State of New York.

8.     This Assignment and Acceptance may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement. Delivery of an executed
counterpart of Schedule 1 to this Assignment and Acceptance by telecopier shall
be effective as delivery of a manually executed counterpart of this Assignment
and Acceptance.

IN WITNESS WHEREOF, the Assignor and the Assignee have caused Schedule 1
to this Assignment and Acceptance to be executed by their officers thereunto
duly authorized as of the date specified thereon.

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##### 



Schedule 1
to
Assignment and Acceptance

|                                                                              |  |   |               |  
|----------------------------------------------------------------------------- |  | - | ------------- | -
|Percentage interest assigned:                                                 |  |   | 100           | %
|                                                                             
|                                                                             
|                                                                             
|                                                                             
|Assignees Commitment:                                                        |  | $ | 25,000,000.00 |  
|                                                                             
|                                                                             
|                                                                             
|                                                                             
|Aggregate outstanding principal amount of Revolving
Credit Advances assigned: |  | $ | 0.00          |  
|                                                                             
|                                                                             
|                                                                             
|                                                                             
|Principal amount of Revolving Credit Note payable to
Assignee:                |  | $ | 25,000,000.00 |  
|                                                                             
|                                                                             
|                                                                             
|                                                                             
|Principal amount of Revolving Credit Note payable to
Assignor:                |  | $ | 0.00          |  
|                                                                             
|                                                                             
|                                                                             
|                                                                             
|Effective Date:*     February 28, 2002                                        |  |   |               |  



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|* |  | This date should be no earlier than five Business Days after the delivery of
this Assignment and Acceptance to the Agent.
|- |  | -------------------------------------------------------------------------------------------------------------------------

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| |                                |                                                 | 
| | ------------------------------ | ----------------------------------------------- | 
| | MELLON BANK, N.A., as Assignor
|
| | By                             | /s/ Susan Whitewood
Title: First Vice President
|
| | January 18, 2002              

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| |                                                                                       |                                                         | 
| | ------------------------------------------------------------------------------------- | ------------------------------------------------------- | 
|
| | GE CAPITAL CFE, INC., as Assignee                                                    
|
| | By                                                                                    | /s/ Robert M. Kadlick
Title:  Duly Authorized Signatory
|
| | January 22, 2002                                                                     
|
| | See attached Administrative Details
Form regarding Assignees administrative details.

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##### 



Accepted and Approved this
28th day of February, 2002

CITIBANK, N.A., as Agent



|By |  | /s/ Janet Wallace

Title: Attorney-in-fact
|-- |  | ------------------------------------------

Approved this 28th day
of February, 2002

THE WASHINGTON POST COMPANY



|By |  | /s/ Daniel Lynch

Title: Treasurer
|-- |  | ----------------------------------

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##### 



ASSUMPTION AGREEMENT

Dated: February 28, 2002

The Washington Post Company
1150 15th Street, N.W.
Washington, D.C. 20071

Citibank, N.A., as Agent
399 Park Avenue
New York, New York 10043

Attention:

Ladies and Gentlemen:

Reference is made to the Credit Agreement dated as of March 17, 1998 among
The Washington Post Company (the Borrower), the Lenders parties thereto,
Citibank, N.A., as Agent, and Wachovia Bank, N.A., as Co-Agent (the Credit
Agreement; terms defined therein being used herein as therein defined), for
such Lenders.

The undersigned (the Assuming Lender) proposes to become an Assuming
Lender pursuant to Section 2.05(b) of the Credit Agreement and, in that
connection, hereby agrees that it shall become a Lender for purposes of the
Credit Agreement on [applicable Increase Date] and that its Commitment shall as
of such date be $25,000,000.00.

The undersigned (i) confirms that it has received a copy of the Credit
Agreement, together with copies of the financial statements referred to in
Section 4.01(e) thereof, the most recent financial statements referred to in
Section 5.01(i) thereof and such other documents and information as it has
deemed appropriate to make its own credit analysis and decision to enter into
this Assumption Agreement; (ii) agrees that it will, independently and without
reliance upon the Agent or any other Lender and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under the Credit Agreement;
(iii) appoints and authorizes the Agent to take such action as agent on its
behalf and to exercise such powers under the Credit Agreement as are delegated
to the Agent by the terms thereof, together with such powers as are reasonably
incidental thereto; (iv) agrees that it will perform in accordance with their
terms all of the obligations which by the terms of the Credit Agreement are
required to be performed by it as a Lender; (v) confirms that it is an Eligible
Assignee; (vi) specifies as its Lending Office (and address for notices) the
offices set forth beneath its name on the signature pages hereof; and (vii)
attaches the forms prescribed by the Internal Revenue Service of the United
States required under Section 2.14 of the Credit Agreement.

The Assuming Lender requests that the Borrower deliver to the Agent (to be
promptly delivered to the Assuming Lender) a Revolving Credit Note payable to
the order of the Assuming Lender, dated as of
               , 2002 and substantially in the
form of Exhibit A-1 to the Credit Agreement.

The effective date for this Assumption Agreement shall be February 28,
2002. Upon delivery of this Assumption Agreement to the Borrower and the
Agent, and satisfaction of all conditions imposed under Section 2.05(b) as of
February 28, 2002, the undersigned shall be a party to the Credit Agreement and
have the rights and obligations of a





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##### 



Lender thereunder. As of February 28, 2002, the Agent shall make all
payments under the Credit Agreement in respect of the interest assumed hereby
(including, without limitation, all payments of principal, interest and
commitment fees) to the Assuming Lender.

This Assumption Agreement may be executed in counterparts and by different
parties hereto in separate counterparts, each of which when so executed shall
be deemed to be an original and all of which taken together shall constitute
one and the same agreement. Delivery of an executed counterpart by telecopier
shall be effective as delivery of a manually executed counterpart of this
Assumption Agreement.

This Assumption Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York.

| |                                                                                       |                                                                                 | 
| | ------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------- | 
| | Very truly yours,                                                                    
|
| | GE CAPITAL CFE, INC.                                                                 
|
| | By                                                                                    | /s/ Robert M. Kadlick
Name:  Robert M. Kadlick
Title: Duly Authorized Signatory
|
| | See attached Administrative Details
Form regarding Assignees
administrative details.

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##### 



Acknowledged and Agreed to:

CITIBANK, N.A., as Agent



|By |  | /s/ Janet Wallace

Title: Attorney-in-fact
|-- |  | ------------------------------------------

THE WASHINGTON POST COMPANY



|By |  | /s/ Daniel Lynch

Name: Daniel Lynch
Title: Treasurer
|-- |  | -----------------------------------------------------

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