EXHIBIT 4.1
EXECUTION COPY
THE WASHINGTON POST COMPANY
and
THE ESTATE OF ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
REGISTRATION RIGHTS AGREEMENT
New York, New York
September 21, 2001
Ladies and Gentlemen:
The Estate of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, an affiliate of The Washington Post
Company, a Delaware corporation (the "Estate") (the "Company"), proposes to
sell to you (the "Purchasers"), upon the terms set forth in the Stock Purchase
Agreement, dated September 18, 2001 (the "Stock Purchase Agreement"), between
the Estate and the Purchasers, 420,000 Shares of Class B Common Stock, $1.00
par value of the Company (the "Shares") set forth on Schedule I to the Stock
Purchase Agreement, (the "Private Placement"). In satisfaction of a condition
to the Purchaser's obligations under the Stock Purchase Agreement, both the
Company and the Estate (together "we") agree with you (i) for your benefit and
(ii) for the benefit of the holders of the Shares (including you) from time to
time until such time as such Shares shall no longer constitute restricted
securities pursuant to Rule 144(k) of the Act or until all such Shares have
been sold pursuant to the Shelf Registration Statement (as defined below)
(each of the foregoing a "Holder" and together the "Holders") as follows:
1. Definitions. Capitalized terms used herein without definition
shall have their respective meanings set forth in the Stock Purchase
Agreement. As used in this agreement, the following capitalized defined terms
shall have the following meanings:
"Affiliate" of any specified person means any other person that,
directly or indirectly, is in control of, is controlled by, or is under common
control with, such specified person. For purposes of this definition, control
of a person means the power, direct or indirect, to direct or cause the
direction of the management and policies of such person whether by contract or
otherwise; and the terms "controlling" and "controlled" have meanings
correlative to the foregoing.
2
"Shares" has the meaning set forth in the preamble hereto.
"Commission" means the Securities and Exchange Commission.
"Exchange Act" means the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Commission promulgated
thereunder.
"Holder" has the meaning set forth in the preamble hereto.
"Private Placement" has the meaning set forth in the preamble
hereto.
"Majority Holders" means the Holders of a majority of the aggregate
principal amount of Shares registered under a Shelf Registration Statement.
"Managing Underwriters" means the investment banker or investment
bankers and manager or managers that shall administer an underwritten offering
of the securities covered by the Shelf Registration Statement.
"Prospectus" means the prospectus included in any Shelf Registration
Statement (including, without limitation, a prospectus that discloses
information previously omitted from a prospectus filed as part of an effective
registration statement in reliance upon Rule 430A under the Act), as amended
or supplemented by any prospectus supplement, with respect to the terms of the
offering of any portion of the Shares or Common Stock issuable upon conversion
thereof covered by such Shelf Registration Statement, and all amendments and
supplements to the Prospectus, including post-effective amendments.
"Shelf Registration" means a registration of Shares effected
pursuant to Section 2 hereof.
"Shelf Registration Period" has the meaning set forth in Section
2(b) hereof.
"Shelf Registration Statement" means a "shelf" registration
statement of the Company pursuant to the provisions of Section 2 hereof which
covers some or all of the Shares, on an appropriate form under Rule 415 under
the Act or any similar rule that may be adopted by the Commission, and all
amendments and supplements to such registration statement, including
post-effective amendments, in each case including the Prospectus contained
therein, all
3
exhibits thereto and all material incorporated by reference therein.
"underwriter" means any underwriter of Shares in connection with an
offering thereof under a Shelf Registration Statement.
2. Shelf Registration; Suspension of Use of Prospectus.
(a) The Company shall prepare and, not later than 45 days following
the Closing Date, shall file with the Commission and as soon as possible
thereafter, shall use its best efforts to cause to be declared effective under
the Act but no later than 90 days following the Closing Date, a Shelf
Registration Statement relating to the offer and sale of the Shares by the
Holders from time to time in accordance with the methods of distribution
elected by such Holders and set forth in such Shelf Registration Statement.
(b) The Company shall use its best efforts to keep the Shelf
Registration Statement continuously effective in order to permit the
Prospectus forming part thereof to be usable by the Holders until the second
anniversary of the Closing Date or such earlier date as of which the Shares
shall no longer constitute restricted securities under Rule 144(k) of the Act
or all the Shares covered by the Shelf Registration Statement have been sold
pursuant to the Shelf Registration Statement (in any such case, such period
being called the "Shelf Registration Period"). The Company shall be deemed not
to have used its best efforts to keep the Shelf Registration Statement
effective during the requisite period if it voluntarily takes any action that
would result in Holders of Shares covered thereby not being able to offer and
sell such securities during that period, unless such action is (i) required by
applicable law or (ii) pursuant to Section 2(c) hereof, and, in either case,
so long as the Company promptly thereafter complies with the requirements of
Section 3(i) hereof, if applicable.
(c) The Company may suspend the use of the Prospectus for a period
not to exceed 45 days in any three month period for valid business reasons
(not including avoidance of the Company's obligations hereunder), including
the acquisition or divestiture of assets, public filings with the Commission,
pending corporate developments and similar events.
4
3. Registration Procedures. In connection with any Shelf
Registration Statement, the following provisions shall apply to:
(a) The Company shall furnish to you and the Holders, prior to the
filing thereof with the Commission, a copy of any Shelf Registration
Statement, and each amendment thereof and each amendment or supplement,
if any, to the Prospectus included therein and shall use its best efforts
to reflect in each such document, when so filed with the Commission, such
comments insofar as such comments relate to the Holders and the methods
of distribution that the Holders reasonably may propose.
(b) The Company shall ensure that (i) any Shelf Registration
Statement and any amendment thereto and any Prospectus forming part
thereof and any amendment or supplement to such Prospectus complies in
all material respects with the Act and the rules and regulations
thereunder, (ii) any Shelf Registration Statement and any amendment
thereto does not, when it becomes effective, contain an untrue statement
of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading and
(iii) any Prospectus forming part of any Shelf Registration Statement,
and any amendment or supplement to such Prospectus, does not include an
untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading.
(c) (1) The Company shall advise the Holders and, if requested by
any such Holder, to confirm such advice in writing:
(i) when a Shelf Registration Statement and any amendment
thereto has been filed with the Commission and when the Shelf
Registration Statement or any post-effective amendment thereto has
become effective; and
(ii) of any request by the Commission for amendments or
supplements to the Shelf Registration Statement or the Prospectus
included therein or for additional information.
5
(2) The Company shall advise the Holders and, if requested by any
such Holder, to confirm such advice in writing:
(i) of the issuance by the Commission of any stop order
suspending the effectiveness of the Shelf Registration
Statement or the initiation of any proceedings for that
purpose;
(ii) of the receipt by the Company of any notification
with respect to the suspension of the qualification of the
securities included in any Shelf Registration Statement for
sale in any jurisdiction or the initiation or threatening of
any proceeding for such purpose; and
(iii) of the suspension of the use of the Prospectus
pursuant to Section 2(c) hereof or of the happening of any
event that requires the making of any changes in the Shelf
Registration Statement or the Prospectus so that, as of such
date, the statements therein are not misleading and do not omit
to state a material fact required to be stated therein or
necessary to make the statements therein (in the case of the
Prospectus, in light of the circumstances under which they were
made) not misleading (which advice shall be accompanied by an
instruction to suspend the use of the Prospectus until the
requisite changes have been made); provided that such notice
shall not be required to specify the nature of the event giving
rise to the notice requirement hereunder.
(d) The Company shall use its best efforts to obtain the withdrawal
of any order suspending the effectiveness of any Shelf Registration
Statement at the earliest possible time.
(e) The Company shall furnish to each Holder of Shares included
within the coverage of any Shelf Registration Statement, without charge,
at least one copy of such Shelf Registration Statement and any post-
effective amendment thereto, including financial statements and
schedules, and, if the Holder so requests in writing, all exhibits
(including those incorporated by reference).
(f) The Company shall, during the Shelf Registration Period, deliver
to each Holder of Shares included within the coverage of any Shelf
Registration Statement, without charge, as many copies of the
6
Prospectus (including each preliminary Prospectus) included in such Shelf
Registration Statement and any amendment or supplement thereto as such
Holder may reasonably request; and the Company consents to the use of the
Prospectus or any amendment or supplement thereto by each of the selling
Holders of securities in connection with the offering and sale of the
securities covered by the Prospectus or any amendment or supplement
thereto.
(g) Prior to any offering of securities pursuant to any Shelf
Registration Statement, the Company shall register or qualify or
cooperate with the Holders of Shares included therein and their
respective counsel in connection with the registration or qualification
of such securities for offer and sale under the securities or blue sky
laws of such jurisdictions as any such Holders reasonably request in
writing and do any and all other acts or things reasonably necessary or
advisable to enable the offer and sale in such jurisdictions of the
securities covered by such Shelf Registration Statement; provided,
however, that the Company will not be required to qualify generally to do
business in any jurisdiction where it is not then so qualified or to take
any action which would subject it to general service of process or to
taxation in any such jurisdiction where it is not then so subject.
(h) The Company shall cooperate with the Holders of Shares to
facilitate the timely preparation and delivery of certificates
representing the Shares to be sold pursuant to any Shelf Registration
Statement free of any restrictive legends and in such denominations and
registered in such names as Holders may request prior to sales of
securities pursuant to such Shelf Registration Statement.
(i) Upon the occurrence of any event contemplated by paragraph
(c)(2)(iii) above, the Company shall, if required pursuant to the Act or
paragraph (c)(2)(iii) above, promptly prepare a post-effective amendment
to any Shelf Registration Statement or an amendment or supplement to the
related Prospectus or file any other required document so that, as
thereafter delivered to purchasers of the securities included therein,
the Prospectus will not include an untrue statement of a material fact or
omit to state any material fact necessary to make the statements therein,
in the light of the circumstances under which they were made, not
misleading.
7
(j) The Company shall use its best efforts to comply with all
applicable rules and regulations of the Commission and shall make
generally available to its security holders as soon as practicable after
the effective date of the applicable Shelf Registration Statement an
earnings statement satisfying the provisions of Section 11(a) of the Act.
(k) The Company may require each Holder of Shares to be sold
pursuant to any Shelf Registration Statement to furnish to the Company
such information regarding the Holder and the distribution of such Shares
as the Company may from time to time reasonably require for inclusion in
such Shelf Registration Statement. Any Holder who fails to provide such
information shall not be entitled to use the Prospectus.
(l) In the event Holders owning at least 300,000 Shares determine to
engage the services of an underwriter and provide notice to the other
Holders of such determination, each Holder of shares who chooses to sell
pursuant to an underwriting agreement agrees to enter into and perform
such Holder's obligations under an underwriting agreement, in usual and
customary form, including, without limitation, customary indemnification
and contribution obligations, with the Managing Underwriter of such
offering and take such other actions as are reasonably required in order
to expedite or facilitate the disposition of the Shares, unless such
Holder has notified the Company in writing of such Holder's election to
exclude all of such Holder's Shares from such underwritten offering. The
Company shall, if requested, promptly incorporate in a Prospectus
supplement or post-effective amendment to a Shelf Registration Statement,
such information as the Managing Underwriters and Holders reasonably
agree should be included therein and shall make all required filings of
such Prospectus supplement or post-effective amendment as soon as
notified of the matters to be incorporated in such Prospectus supplement
or post- effective amendment.
(m) The Company shall enter into such agreements (including
underwriting agreements) in connection with the registration or the
disposition of the Shares, and in connection therewith, if an
underwriting agreement is entered into, cause the same to contain
indemnification provisions and procedures no less favorable than those
set forth in Section 5 (or such other provisions and procedures
acceptable to the Holders and the Managing Underwriters), with respect to
8
all parties to be indemnified pursuant to Section 5 by Holders of Shares
to the Company, it being understood that all underwriting discounts and
commissions, and all other underwriting fees, associated with such
agreement in connection with such offering of the Shares shall, except as
otherwise expressly agreed herein (including, without limitation, those
expenses covered by Section 4), be for the account of the Holders or the
underwriters.
(n) The Company shall (i) make reasonably available for inspection
by the Holders of Shares to be registered thereunder, any underwriter
participating in any disposition pursuant to such Shelf Registration
Statement, and any attorney, accountant or other agent retained by the
Holders or any such underwriter all relevant financial and other records,
pertinent corporate documents and properties of the Company and its
subsidiaries; (ii) cause the Company's officers, directors and employees
to supply all relevant information reasonably requested by the Holders or
any such underwriter, attorney, accountant or agent in connection with
such Shelf Registration Statement as is customary for similar due
diligence examinations; provided, however, that any information that is
designated in writing by the Company, in good faith, as confidential at
the time of delivery of such information shall be kept confidential by
the Holders or any such underwriter, attorney, accountant or agent,
unless disclosure thereof is made in connection with a court proceeding
or required by law, or such information has become available (not in
violation of this agreement) to the public generally or through a third
party without an accompanying obligation of confidentiality; (iii) make
such representations and warranties to the Holders of securities
registered thereunder and the underwriters, if any, in form, substance
and scope as are customarily made by issuers to underwriters in primary
underwritten offerings and covering matters including, but not limited
to, those set forth in the Stock Purchase Agreement; (iv) obtain opinions
of counsel to the Company and updates thereof (which counsel and opinions
(in form, scope and substance) shall be reasonably satisfactory to the
Managing Underwriters, if any) addressed to each selling Holder and the
underwriters, if any, covering such matters as are customarily covered in
opinions requested in underwritten offerings and such other matters as
may be reasonably requested by such Holders and underwriters; (v) obtain
"cold comfort" letters and updates thereof from the independent certified
public
9
accountants of the Company (and, if necessary, any other independent
certified public accountants of any subsidiary of the Company or of any
business acquired by the Company for which financial statements and
financial data are, or are required to be, included in the Shelf
Registration Statement), addressed to each selling Holder of securities
registered thereunder and the underwriters, if any, in customary form and
covering matters of the type customarily covered in "cold comfort"
letters in connection with primary underwritten offerings; and (vi)
deliver such documents and certificates as may be reasonably requested by
the Majority Holders and the Managing Underwriters, if any, including
those to evidence compliance with Section 3(i) and with any customary
conditions contained in the underwriting agreement or other agreement
entered into by the Company. The foregoing actions set forth in clauses
(iii), (iv), (v) and (vi) of this Section 3(p) shall be performed at (A)
the effectiveness of such Shelf Registration Statement and each
post-effective amendment thereto and (B) each closing under any
underwriting or similar agreement as and to the extent required
thereunder.
4. Registration Expenses. The Estate shall bear all expenses
incurred in connection with the performance of the Company's obligations under
Sections 2 and 3 hereof. Notwithstanding the foregoing, this obligation of the
Estate shall not include bearing any costs or expenses of the Company that may
arise under Section 5 hereof.
5. Indemnification and Contribution. (a) In connection with any
Shelf Registration Statement, the Company agrees to indemnify and hold
harmless each Holder of securities covered thereby (including the Purchasers),
the directors, officers, employees and agents of each such Holder and each
person who controls any such Holder within the meaning of either the Act or
the Exchange Act against any and all losses, claims, damages or liabilities,
joint or several, to which they or any of them may become subject under the
Act, the Exchange Act or other Federal or state statutory law or regulation,
at common law or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of a material fact contained in
the Shelf Registration Statement as originally filed or in any amendment
thereof, or in any preliminary Prospectus or Prospectus, or in any amendment
thereof or supplement thereto, or arise out of or are based upon the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to
10
make the statements therein not misleading, and agrees to reimburse each such
indemnified party, as incurred, for any legal or other expenses reasonably
incurred by them in connection with investigating or defending any such loss,
claim, damage, liability or action; provided, however, that (i) the Company will
not be liable in any case to the extent that any such loss, claim, damage or
liability arises out of or is based upon any such untrue statement or alleged
untrue statement or omission or alleged omission made therein in reliance upon
and in conformity with written information furnished to the Company by or on
behalf of any such Holder or underwriter or Managing Underwriter specifically
for inclusion therein, (ii) the Company shall not be liable to any indemnified
party under this indemnity agreement with respect to any Shelf Registration
Statement or Prospectus to the extent that any such loss, claim, damage or
liability of such indemnified party results solely from an untrue statement of a
material fact contained in, or the omission of a material fact from, the Shelf
Registration Statement or Prospectus which untrue statement or omission was
corrected in an amended or supplemented Shelf Registration Statement or
Prospectus, if the person alleging such loss, claim, damage or liability was not
sent or given, at or prior to the written confirmation of such sale, a copy of
the amended or supplemented Shelf Registration Statement or Prospectus if the
Company had previously furnished copies thereof to such indemnified party and if
such delivery of a prospectus is finally judicially determined to be required by
the Act and was not so made and (iii) the Company will not be liable to any
indemnified party under this indemnity agreement with respect to any Shelf
Registration Statement or Prospectus to the extent that any such loss, claim,
damage or liability of such indemnified party results (a) from the use of a
Shelf Registration Statement during a period when a stop order has been issued
in respect thereof or any proceedings for that purpose have been initiated or
(b) from the use of the Prospectus during a period when the use of the
Prospectus has been suspended in accordance with Section 2(c) hereof, provided,
in each case, that Holders received prior notice of such stop order, initiation
of proceedings or suspension. This indemnity agreement will be in addition to
any liability which the Company may otherwise have.
(b) Each Holder of Shares covered by a Shelf Registration Statement
(including the Purchasers) severally agrees to indemnify and hold harmless (i)
the Company, (ii) each of its directors, (iii) each of its officers who signs
such Shelf Registration Statement and (iv) each person who controls the
Company within the meaning of either the Act or the Exchange Act to the same
extent as the foregoing indemnity from the Company to each such Holder, but
only
11
with reference to written information relating to such Holder furnished to the
Company by or on behalf of such Holder specifically for inclusion in the
documents referred to in the foregoing indemnity. This indemnity agreement
will be in addition to any liability which any such Holder may otherwise have.
(c) Promptly after receipt by an indemnified party under this
Section 5 of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying
party under this Section 5, notify the indemnifying party in writing of the
commencement thereof; but the failure so to notify the indemnifying party (i)
will not relieve it from liability under paragraph (a) or (b) above unless and
to the extent it did not otherwise learn of such action and such failure
results in the forfeiture by the indemnifying party of substantial rights and
defenses and (ii) will not, in any event, relieve the indemnifying party from
any obligations to any indemnified party other than the indemnification
obligation provided in paragraph (a) or (b) above. The indemnifying party
shall be entitled to appoint counsel of the indemnifying party's choice at the
indemnifying party's expense to represent the indemnified party in any action
for which indemnification is sought (in which case the indemnifying party
shall not thereafter be responsible for the fees and expenses of any separate
counsel retained by the indemnified party or parties except as set forth
below); provided, however, that such counsel shall be reasonably satisfactory
to the indemnified party. Notwithstanding the indemnifying party's election to
appoint counsel to represent the indemnified party in an action, the
indemnified party shall have the right to employ separate counsel (including
local counsel), and the indemnifying party shall bear the reasonable fees,
costs and expenses of such separate counsel (and local counsel) if (i) the use
of counsel chosen by the indemnifying party to represent the indemnified party
would present such counsel with a conflict of interest, (ii) the actual or
potential defendants in, or targets of, any such action include both the
indemnified party and the indemnifying party and the indemnified party shall
have reasonably concluded that there may be legal defenses available to it
and/or other indemnified parties which are different from or additional to
those available to the indemnifying party, (iii) the indemnifying party shall
not have employed counsel reasonably satisfactory to the indemnified party to
represent the indemnified party within a reasonable time after notice of the
institution of such action or (iv) the indemnifying party shall authorize the
indemnified party to employ separate counsel at the expense of the
indemnifying party. An indemnifying party will not,
12
without the prior written consent of the indemnified parties, settle or
compromise or consent to the entry of any judgment with respect to any pending
or threatened claim, action, suit or proceeding in respect of which
indemnification or contribution may be sought hereunder (whether or not the
indemnified parties are actual or potential parties to such claim or action)
unless such settlement, compromise or consent includes an unconditional
release of each indemnified party from all liability arising out of such
claim, action, suit or proceeding.
(d) To the extent any indemnification by an indemnifying party is
prohibited or limited by law, the indemifying party agrees to make the maximum
contribution with respect to any amounts for which it would otherwise be
liable under this Section to the fullest extent permitted by law; provided,
however, that (i) no contribution shall be made under circumstances where the
maker would not have been liable for indemnification under the fault standards
set forth in this Section, (ii) no seller of Shares guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any seller of Shares who was not guilty
of such fraudulent misrepresentation, and (iii) contribution (together with
any indemnification or other obligations under this Agreement) by any seller
of Shares shall be limited in amount to the net amount of proceeds received by
such seller from the sale of such Shares.
(e) The provisions of this Section 5 will remain in full force and
effect, regardless of any investigation made by or on behalf of any Holder or
the Company or any of the officers, directors or controlling persons referred
to in Section 5 hereof, and will survive the sale by a Holder of Shares
covered by a Shelf Registration Statement.
6. Miscellaneous.
(a) No Inconsistent Agreements. Neither the Company nor the Estate
have, as of the date hereof, entered into, nor shall we, on or after the
date hereof, enter into, any agreement with respect to the Shares that is
inconsistent with the rights granted to the Holders herein or otherwise
conflicts with the provisions hereof.
(b) Amendments and Waivers. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, qualified,
modified or supplemented, and waivers or consents to departures from the
provisions hereof may not be given, unless the
13
Company has obtained the written consent of the Majority Holders;
provided that, with respect to any matter that directly or indirectly
affects the rights of any Purchaser hereunder, the Company shall obtain
the written consent of such Purchaser against which such amendment,
qualification, supplement, waiver or consent is to be effective.
Notwithstanding the foregoing (except the foregoing proviso), a waiver or
consent to departure from the provisions hereof with respect to a matter
that relates exclusively to the rights of Holders whose Shares is being
sold pursuant to a Shelf Registration Statement and that does not
directly or indirectly affect the rights of other Holders may be given by
the Majority Holders, determined on the basis of Shares being sold rather
than registered under such Shelf Registration Statement.
(c) Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery,
first-class mail, telecopier, or air courier guaranteeing overnight
delivery:
(1) if to a Holder, at the most current address given by such
holder to the Company in accordance with the provisions of this
Section 6(c);
(2) if to you, initially at the addresses set forth in the
Stock Purchase Agreement;
(3) if to the Company, initially at its address set forth in
the Stock Purchase Agreement; and
(4) if to the Estate, initially at the address set forth in the
Stock Purchase Agreement.
All such notices and communications shall be deemed to have been
duly given when received.
The Purchasers or the Company by notice to the other may designate
additional or different addresses for subsequent notices or
communications.
(d) Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon the successors and assigns of each of the
parties, including, without the need for an express assignment or any
consent by the Company thereto, subsequent
14
Holders of the Shares. The Company hereby agrees to extend the benefits
of this Agreement to any Holder of Shares and any such Holder may
specifically enforce the provisions of this Agreement as if an original
party hereto.
(e) Counterparts. This agreement may be executed in any number of
counterparts and by the 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.
(f) Headings. The headings in this agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning
hereof.
(g) Governing Law. This agreement shall be governed by and construed
in accordance with the laws of the State of New York.
(h) Severability. In the event that any one or more of the
provisions contained herein, or the application thereof in any
circumstances, is held invalid, illegal or unenforceable in any respect
for any reason, the validity, legality and enforceability of any such
provision in every other respect and of the remaining provisions hereof
shall not be in any way impaired or affected thereby, it being intended
that all of the rights and privileges of the parties shall be enforceable
to the fullest extent permitted by law.
15
Please confirm that the foregoing correctly sets forth the agreement
among the Company, the Estate and you.
Very truly yours,
THE WASHINGTON POST COMPANY,
by /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Chairman of the Board
THE ESTATE OF ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
by /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executor
by /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ III
--------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ III
Title: Executor
by /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Trustee and Executor
Accepted in New York, New York
September 21, 2001
Mutual Qualified Fund
by: Franklin Mutual Advisers, LLC
by /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
----------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Assistant Vice President
Mutual Beacon Fund
by: Franklin Mutual Advisers, LLC
by /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
----------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Assistant Vice President
Mutual Discovery Fund
by: Franklin Mutual Advisers, LLC
by /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
----------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Assistant Vice President
Mutual Shares Securities Fund
by: Franklin Mutual Advisers, LLC
by /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
----------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Assistant Vice President
16
Franklin Mutual Beacon Fund
by: Franklin Mutual Advisers, LLC
by /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
----------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Assistant Vice President
[Purchaser]
by /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------
Name: ▇▇▇▇▇ Series Fund, Inc.-Value Fund
Title: President
by /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------
Name: ▇▇▇▇▇ Partners, Inc.-Partners Value Fund
Title: President
by /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------
Name: ▇▇▇▇▇ Partners III Limited Partnership
Title: General Partner
by AXP Variable Portfolio-Management Fund,
a series of AXP Variable Portfolio Management Series, Inc.
by /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Assistant Vice President
AXP Variable Portfolio Management Series, Inc.
▇▇▇▇▇▇▇ International, L.P.
by: ▇▇▇▇▇▇▇ Investment Company, Inc., as General Partner
by /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ III
----------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ III
Title: Managing Director
▇▇▇▇▇▇▇ Investment Partners, L.P.
by: ▇▇▇▇▇▇▇ Investment Company, Inc., as General Partner
by /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ III
----------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ III
Title: Managing Director
▇▇▇▇▇▇▇ QP Investment Partners, L.P.
by: ▇▇▇▇▇▇▇ Investment Company, Inc., as General Partner
by /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ III
----------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ III
Title: Managing Director
▇▇▇▇▇▇▇ Opportunity Trust, L.P.
by: ▇▇▇▇▇▇▇ Investment Company, Inc., as General Partner
by /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ III
----------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ III
Title: Managing Director
▇▇▇▇▇▇▇ Opportunity International, L.P.
by: ▇▇▇▇▇▇▇ Investment Company, Inc., as General Partner
by /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ III
----------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ III
Title: Managing Director
17
▇▇▇▇▇▇▇ New Era Partnership, L.P.
by: ▇▇▇▇▇▇▇ Investment Company, Inc., as General Partner
by /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ III
----------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ III
Title: Managing Director
▇▇▇▇▇▇▇ New Era International, L.P.
by: ▇▇▇▇▇▇▇ Investment Company, Inc., as General Partner
by /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ III
----------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ III
Title: Managing Director
▇▇▇▇▇ ▇▇▇▇▇▇▇
by /s/ Fazez Sarofim
----------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Individual