EXHIBIT 24.1
JOINT FILING AGREEMENT AND POWER OF ATTORNEY
DECEMBER 18, 2006
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 J. Xxxxx Xxxxxxxx and Xxxxxxx X. 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.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.
SIGNATURE PAGE(s) TO FOLLOW.
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 CREDIT STRATEGIES FUND
By: /s/ Xxxxx X. Xxxxxxx
------------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: President
HIGHLAND MULTI-STRATEGY ONSHORE MASTER
SUBFUND, L.L.C.
By: Highland Multi-Strategy Master Fund, L.P.,
its managing member
By: Highland Multi-Strategy Fund GP, L.P., its
general partner
By: Highland Multi-Strategy Fund GP, L.L.C., its
general partner
By: Highland Capital Management, L.P., its sole
member
By: Strand Advisors Inc, its general partner
By: /s/ Xxxxx X. Xxxxxxx
------------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: President
HIGHLAND MULTI-STRATEGY MASTER FUND, L.P.
By: Highland Multi-Strategy Fund GP, L.P., its
general partner
By: Highland Multi-Strategy Fund GP, L.L.C., its
general partner
By: Highland Capital Management, L.P., its sole
member
By: Strand Advisors Inc, its general partner
By: /s/ Xxxxx X. Xxxxxxx
------------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: President
HIGHLAND MULTI-STRATEGY FUND GP, L.P.
By: Highland Multi-Strategy Fund GP, L.L.C.,
its general partner
By: Highland Capital Management, L.P., its sole
member
By: Strand Advisors Inc, its general partner
By: /s/ Xxxxx X. Xxxxxxx
------------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: President
HIGHLAND MULTI-STRATEGY FUND GP, L.L.C.
By: Highland Capital Management, L.P., its sole
member
By: Strand Advisors Inc, its general partner
By: /s/ Xxxxx X. Xxxxxxx
------------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: President
HIGHLAND CAPITAL MANAGEMENT, L.P.
By: Strand Advisors, Inc., its general partner
By: /s/ Xxxxx X. Xxxxxxx
------------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: President
STRAND ADVISORS, INC.
By: /s/ Xxxxx X. Xxxxxxx
------------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: President
XXXXX X. XXXXXXX
By: /s/ Xxxxx X. Xxxxxxx
------------------------------------------
Name: Xxxxx X. Xxxxxxx
