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