Exhibit (2)
EXHIBIT A
JOINT REPORTING AGREEMENT
AND
POWER OF ATTORNEY
WHEREAS, the statement or amended statement of Schedule 13D (the
"Joint Statement") to which this joint reporting agreement and power of attorney
(the "Agreement") is an exhibit is being filed on behalf of two or more persons
(collectively, the "Reporting Persons"); and
WHEREAS, the Reporting Persons prefer to file the Joint Statement on
behalf of all of the Reporting Persons rather than individual statements on
Schedule 13D on behalf of each of the Reporting Persons;
NOW, THEREFORE, the undersigned hereby agrees as follows with each of
the other Reporting Persons:
1. Each of the Reporting Persons is responsible for the timely
filing of the Joint Statement and any amendments thereto.
2. Each of the Reporting Persons is responsible for the
completeness and accuracy of the information concerning such Reporting Person
contained in the Joint Statement.
3. None of the Reporting Persons is responsible for the
completeness or accuracy of the information concerning the other Reporting
Persons contained in the Joint Statement, unless such Reporting Person knows or
has reason to believe that such information is inaccurate.
4. The undersigned agrees that the Joint Statement is, and any
amendment thereto will be, filed on behalf of each of the Reporting Persons.
5. ING Xxxxxx Xxxx Investments III LLC hereby appoints Xxxxxx
Xxxxxx as attorney-in-fact with authority to execute and deliver on behalf of it
any and all documents (including any amendments thereto) required to be filed or
otherwise executed and delivered by it pursuant to the Securities Exchange Act
of 1934, as amended, the Securities Act of 1933, as amended, all other federal,
state and local securities and corporation laws, and all regulations promulgated
thereunder. ING Xxxxxx Xxxx Investments III LLC further grants Xxxxxx Xxxxxx
authority, as attorney-in-fact, to execute, deliver, or file on behalf of it any
document necessary to amend this Joint Reporting Agreement and Power of Attorney
for the purpose of adding additional parties thereto at such time or times as he
should, in his discretion, deem appropriate.
6. Each of FS Private Investments III LLC, Xxxxxx Xxxx Investors
III L.P., ING Barings U.S. Leveraged Equity Plan LLC and ING Barings Global
Leveraged Equity Plan Ltd. hereby appoints Xxxxx X. Xxxxxxxx and Xxxxx X.
Xxxxxxx, and each of them, as attorney-in-fact with authority to execute and
deliver on his behalf any and all documents (including any amendments thereto)
required to be filed or otherwise executed and delivered by him pursuant to the
Securities Exchange Act of 1934, as amended, the Securities Act of 1933, as
amended, all
other federal, state and local securities and corporation laws, and all
regulations promulgated thereunder. Each of FS Private Investments III LLC,
Xxxxxx Xxxx Investors III L.P., ING Barings U.S. Leveraged Equity Plan LLC and
ING Barings Global Leveraged Equity Plan Ltd. further xxxxx Xxxxx X. Xxxxxxxx
and Xxxxx X. Xxxxxxx, and each of them, authority, as attorney-in-fact, to
execute, deliver, or file on behalf of it any document necessary to amend this
Joint Reporting Agreement and Power of Attorney for the purpose of adding
additional parties thereto at such time or times as he should, in his
discretion, deem appropriate.
7. This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original, but all of which together shall constitute
one and the same document.
Dated: May 14, 2001
ING XXXXXX XXXX INVESTORS III L.P.
ING BARINGS U.S. LEVERAGED EQUITY PLAN LLC
ING BARINGS GLOBAL LEVERAGED EQUITY PLAN LLC
By: FS PRIVATE INVESTMENTS III LLC
By:/s/ Xxxxx X. Xxxxxxx
_____________________________________
Name: Xxxxx X. Xxxxxxx
Title: Managing Member
FS PRIVATE INVESTMENTS III LLC
By:/s/ Xxxxx X. Xxxxxxx
_____________________________________
Name: Xxxxx X. Xxxxxxx
Title: Managing Member
ING XXXXXX XXXX INVESTMENTS III LLC
By:/s/ Xxxxx X. Xxxxxxx
_____________________________________
Name: Xxxxx X. Xxxxxxx
Title: Managing Member