EXHIBIT 24
JOINT FILING AGREEMENT AND POWER OF ATTORNEY
MARCH 29, 2007
Pursuant to and in accordance with the Securities Exchange Act of 1934,
as amended, and the rules and regulations thereunder, each party hereto hereby
agrees to the joint filing, on behalf of each of them, of any filing required by
such party under Section 13 or Section 16 of the Exchange Act or any rule or
regulation thereunder (including any amendment, supplement, and/or exhibit
thereto) with the Securities and Exchange Commission (and, if such security is
registered on a national securities exchange, also with the exchange), and
further agrees to the filing, furnishing, and/or incorporation by reference of
this Joint Filing Agreement and Power of Attorney as an exhibit thereto. This
Joint Filing Agreement and Power of Attorney shall remain in full force and
effect until revoked by any party hereto in a signed writing provided to each
other party hereto, and then only with respect to such revoking party.
Know all men by these presents, that each party hereto hereby
constitutes and appoints each of Xxxxxxx X. Xxxxxxxxx and Xxxxxx Minces, and
each of them, as the true and lawful attorneys-in-fact and agents, or
attorney-in-fact and agent, of such party with full power and authority and full
power of substitution and resubstitution, for, in the name of, and on behalf of
such party, place and stead, in any and all capacities, (i) to execute any and
all filings required by such party under Section 13 or Section 16 of the
Exchange Act or any rule or regulation thereunder (including any amendment,
supplement, and/or exhibit thereto), for, in the name of, and on behalf of such
party, (ii) to do and perform any and all acts for, in the name of, and on
behalf of such party which said attorneys-in-fact, or any of them, determine may
be necessary or appropriate to complete and execute any and all such filings,
amendments, supplements, and/or exhibits, and any and all other document(s) in
connection therewith, (iii) to file such filings, amendments, supplements,
exhibits, and/or documents with the Securities and Exchange Commission (and, if
such security is registered on a national securities exchange, also with the
exchange), and (iv) to perform any and all other acts that said
attorneys-in-fact or agents, or any of them, determine may be necessary or
appropriate in connection with the foregoing that may be in the best interest of
or legally required by such party, granting unto said attorneys-in-fact and
agents, or any of them, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and purposes as such party might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, shall do or cause to be done by virtue hereof. Each party hereto
hereby acknowledges that the foregoing attorneys-in-fact and agents, or any of
them, in serving in such capacity at the request of such undersigned party, are
not assuming any of the responsibilities of the undersigned to comply with
Section 16 or Section 13(d) of the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder.
IN WITNESS WHEREOF, each party hereto, being duly authorized, has
caused this Joint Filing Agreement and Power of Attorney to be executed and
effective as of the date first written above.
HIGHLAND CRUSADER OFFSHORE PARTNERS, L.P.
By: Highland Crusader Fund GP, L.P.
Its: General Partner
By: Highland Crusader Fund GP, LLC
Its: General Partner
By: Highland Capital Management, L.P.
Its: Sole Member
By: Strand Advisors, I
Its: General Partner
By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx Xxxxxxx
Its: President
HIGHLAND CAPITAL MANAGEMENT, L.P.
By: Strand Advisors, Inc., its general partner
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx Xxxxxxx
Title: President
STRAND ADVISORS, INC.
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx Xxxxxxx
Title: President
XXXXX X. XXXXXXX
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx Xxxxxxx
