EXHIBIT 1
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. Each of ▇▇▇▇▇▇ ▇▇▇▇ Investments II LLC, ING ▇▇▇▇▇▇ ▇▇▇▇ Asset
Management LLC, ING (U.S.) Financial Holdings Corporation, ING Bank N.V., ING
Groep N.V. hereby appoints ▇▇▇▇▇▇ ▇▇▇▇▇▇ 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. Each of ▇▇▇▇▇▇
▇▇▇▇ Investments II LLC, ING ▇▇▇▇▇▇ ▇▇▇▇ Asset Management LLC, ING (U.S.)
Financial Holdings Corporation, ING Bank N.V., ING Groep N.V. further grant
▇▇▇▇▇▇ ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ ▇▇▇▇ Investors II L.P., FS Employee Investors
LLC, FS Private Parallel Fund, L.P., ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
hereby appoints ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, 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 ▇▇▇▇▇▇
▇▇▇▇ Investors II L.P., FS Employee Investors LLC, FS Private Parallel Fund,
L.P., ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ further ▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, 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: March 20, 2000
▇▇▇▇▇▇ ▇▇▇▇ INVESTORS II L.P.
FS EMPLOYEE INVESTORS LLC
FS PRIVATE PARALLEL FUND, L.P.
By: FS PRIVATE INVESTMENTS LLC
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Managing Member
FS PRIVATE INVESTMENTS LLC
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Managing Member
▇▇▇▇▇▇ ▇▇▇▇ INVESTMENTS II LLC
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: President
ING ▇▇▇▇▇▇ ▇▇▇▇ ASSET MANAGEMENT LLC
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
ING (U.S.) FINANCIAL HOLDINGS CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Secretary
ING BANK N.V.
By: /s/ J.H.J. Houben
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Name: J.H.J. Houben
Title:
By: /s/ P.F.M. Van Lierop
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Name: P.F.M. Van Lierop
Title: Senior Legal Advisor
ING GROEP N.V.
By: /s/ J.H.J. Houben
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Name: J.H.J. Houben
Title:
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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