Exhibit 1
AMENDED AND RESTATED
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)
Reference is made to that certain Joint Filing Agreement (the "Original
Joint Filing Agreement"), dated as of September 9, 1997, by and among Warburg,
Xxxxxx Investors, L.P., Warburg, Xxxxxx & Co. and Warburg Pincus LLC (formerly
known as X.X. Xxxxxxx, Xxxxxx & Co., LLC). The Original Joint Filing Agreement
is hereby amended and restated in its entirety as follows:
The undersigned acknowledge and agree that the foregoing statement on
Schedule 13D is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13D shall be filed on behalf
of each of the undersigned without the necessity of filing additional joint
filing agreements. The undersigned acknowledge that each shall be responsible
for the timely filing of such amendments, and for the completeness and accuracy
of the information concerning it contained therein, but shall not be responsible
for the completeness and accuracy of the information concerning the others,
except to the extent it knows or has reason to believe that such information is
inaccurate. This Amended and Restated Joint Filing Agreement may be executed in
any number of counterparts and all of such counterparts taken together shall
constitute one and the same instrument.
Dated: August 20, 2004
WARBURG, XXXXXX INVESTORS, L.P.
By: Warburg, Xxxxxx & Co.,
General Partner
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: Partner
WARBURG, XXXXXX & CO.
By: /s/ Xxxxx X. Xxxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Partner
X.X. XXXXXXX, XXXXXX & CO., LLC
By: /s/ Xxxxx X. Xxxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Managing Director
WARBURG, XXXXXX INVESTORS
LIQUIDATING TRUST
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: Trustee
