AGREEMENT
This Agreement dated as of February 12, 1996 among Warburg, ▇▇▇▇▇▇
Ventures, L.P., a Delaware limited partnership; Warburg, ▇▇▇▇▇▇ & Co., a New
York general partnership; and ▇.▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Company, a New York general
partnership (collectively, the "Reporting Entities").
W I T N E S S E T H
WHEREAS, the Reporting Entities may be required to file a statement,
and amendments thereto, containing the information required by Schedule 13D
pursuant to Section 13(d) of the Securities Exchange Act of 1934 (the "Exchange
Act"), and Rule 13d-1 promulgated thereunder, in connection with the
transactions contemplated by the Securities Purchase Agreement, dated as of
January 31, 1996, between Golden Press Holding, L.L.C., a Delaware limited
liability company, and Western Publishing Group, Inc., a Delaware corporation;
and
WHEREAS, pursuant to Paragraph (f) of Rule 13d-1, the undersigned
desire to satisfy any Schedule 13D filing obligation under Rule 13d-1 by a
single joint filing.
NOW, THEREFORE, in consideration of the premises, the undersigned
hereto agree as follows:
1. The undersigned parties agree that any Statement on Schedule 13D
to which this Agreement is attached, and any Amendments to such Statement,
are filed on behalf of each one of them.
2. This Agreement may be executed in any number of counterparts and all
of such counterparts taken together shall be deemed to constitute one and the
same instrument.
IN WITNESS WHEREOF, the undersigned have caused this Agreement to
be duly executed and delivered on the date above indicated.
GOLDEN PRESS HOLDING, L.L.C.
By: Warburg, ▇▇▇▇▇▇ Ventures,
L.P., Member
By: Warburg, ▇▇▇▇▇▇ & Co.,
General Partner
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Partner
WARBURG, ▇▇▇▇▇▇ VENTURES, L.P.
By: Warburg, ▇▇▇▇▇▇ & Co.,
General Partner
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Partner
WARBURG, ▇▇▇▇▇▇ & CO.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Partner
▇.▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & COMPANY
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Partner