EXHIBIT 24.1
JOINT FILING AGREEMENT AND POWER OF ATTORNEY
April 12, 2006
Pursuant to and in accordance with the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder, each undersigned
party hereby agrees to the joint filing, on behalf of such undersigned party
with respect to the common stock, no par value per share, of PRG-XXXXXXX
INTERNATIONAL, INC., a Georgia corporation, of any and all form(s),
statement(s), report(s), and/or document(s) required to be filed by such
undersigned party under Section 16 or Section 13(d) of the Exchange Act
(including any amendment(s), supplement(s), and/or exhibit(s) thereto) with the
Securities and Exchange Commission (and, if such security is registered on a
national securities exchange or national securities association, also with the
exchange or association), and further agrees that this Joint Filing Agreement
and Power of Attorney shall be included as an Exhibit to each such joint filing.
Know all men by these presents, that each undersigned party hereby
constitutes and appoints each of Xxxxxx Xxxxxxx and Xxxxx Xxxxxxxx, and each of
them, as the true and lawful attorneys-in-fact and agents, or attorney-in-fact
and agent, of such undersigned party with full power and authority and full
power of substitution and resubstitution, for, in the name of, and on behalf of
such undersigned party, place and stead, in any and all capacities, (i) to
execute any and all form(s), statement(s), report(s), and/or document(s)
required to be filed by such undersigned party under Section 16 or Section 13(d)
of the Exchange Act (including any and all amendment(s), supplement(s), and/or
exhibit(s) thereto), for, in the name of, and on behalf of such undersigned
party, in the capacity of the undersigned as a director, officer, and/or
beneficial owner of securities of PRG-XXXXXXX INTERNATIONAL, INC., a Georgia
corporation, (ii) to do and perform any and all acts for, in the name of, and on
behalf of such undersigned party which said attorneys-in-fact, or any of them,
determine may be necessary or appropriate to complete and execute any and all
such form(s), statement(s), report(s), and/or document(s), any and all such
amendment(s), supplement(s), and/or exhibit(s) thereto, and any and all other
document(s) in connection therewith, (iii) to file such form(s), statement(s),
report(s), and/or document(s), any and all such amendment(s), supplement(s),
and/or exhibit(s) thereto, and any and all other document(s) in connection
therewith with the Securities and Exchange Commission (and, if such security is
registered on a national securities exchange or national securities association,
also with the exchange or association), 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 undersigned 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 said
attorneys-in-fact and agents, or any of them, might or should 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 undersigned
party 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. This Joint Filing
Agreement and Power of Attorney shall remain in full force and effect until
revoked by any undersigned party, with respect to such undersigned party, in a
signed writing delivered to said attorneys-in-fact and agents, or any of them.
IN WITNESS WHEREOF, each undersigned party, being duly authorized, has
caused this Joint Filing Agreement and Power of Attorney to be executed and
effective as of April 12, 2006.
PARKCENTRAL GLOBAL HUB LIMITED
By: Parkcentral Capital Management, L.P.
Its: Investment Adviser
By: /s/ Xxxxx Xxxxxxxx
-------------------------------------
Name: Xxxxx Xxxxxxxx
Title: Chief Operating Officer
PARKCENTRAL CAPITAL MANAGEMENT, L.P.
By: /s/ Xxxxx Xxxxxxxx
-------------------------------------
Name: Xxxxx Xxxxxxxx
Title: Chief Operating Officer
/s/ Xxxxxx Xxxxxxx
--------------------------------------------
XXXXXX XXXXXXX
PETRUS SECURITIES, L.P.
By: /s/ Xxxxx Xxxxxxxx
-------------------------------------
Name: Xxxxx Xxxxxxxx
Title: Chief Operating Officer
HILL AIR COMPANY I, LLC
By: /s/ Xxxxx Xxxxxxxx
-------------------------------------
Name: Xxxxx Xxxxxxxx
Title: Chief Operating Officer
