Exhibit 1
JOINT FILING AGREEMENT AND POWER OF ATTORNEY
We, the signatories of the statement on Schedule 13G to
which this Agreement is attached, hereby agree that such
statement is, and any amendments thereto filed by any of us
will be, filed on behalf of each of us. Each of us hereby
constitutes and appoints each of Xxxx X. Xxxxxx, Xxxxx
Xxxxxx and Xxxxxxx X. Xxxxxx as our true and lawful agent
and attorney-in-fact, with full power of substitution and
resubstitution, to prepare, execute and file any such
amendments, and any other documents that any such agent and
attorney-in-fact may consider advisable in connection with
the holdings described in this statement on Schedule 13G, on
our behalf, and hereby ratifies any such action by such
agent and attorney-in-fact.
JWC ASSOCIATES, L.P.
By: KKR ASSOCIATES,
its General Partner
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------
Name: Xxxxxxx X. Xxxxxx
a General Partner
JWC ASSOCIATES II, L.P.
By: KKR ASSOCIATES,
its General Partner
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------
Name: Xxxxxxx X. Xxxxxx
a General Partner
KKR PARTNERS II, L.P.
By: KKR ASSOCIATES,
its General Partner
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------
Name: Xxxxxxx X. Xxxxxx
a General Partner
CHANNEL ONE ASSOCIATES, L.P.
By: KKR ASSOCIATES,
its General Partner
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------
Name:Xxxxxxx X. Xxxxxx
a General Partner
Dated: February 6, 1996
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