JOINT FILING AGREEMENT AND POWER OF ATTORNEY February 14, 2011
EXHIBIT 24.1
February 14, 2011
Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the
"Exchange Act”), 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,
restatement, 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 agreement as an
exhibit thereto. This agreement 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 Xxxxxxx X. Dell hereby constitutes and appoints Xxxx X.
Xxxxxx, as the true and lawful 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 attorney-in-fact determines 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 attorney-in-fact or agent determines 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 attorney-in-fact and agent 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 attorney-in-fact and agent shall do or cause to be done by virtue hereof.
Xxxxxxx X. Dell hereby acknowledges that the foregoing attorney-in-fact and agent in serving in
such capacity at the request of such party, is not assuming any of the responsibilities
of such party to comply with Section 16 or Section 13(d) of the Exchange Act 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 agreement to be
executed and effective as of the date first written above.
| Date: February 14, 2011 | MSD CAPITAL, L.P. | |||||
| By: | MSD Capital Management LLC | |||||
| Its: | General Partner | |||||
| By: | /s/ Xxxx X. Xxxxxx | |||||
| Name: | Xxxx X. Xxxxxx | |||||
| Title: | Manager and General Counsel | |||||
| MSD TORCHLIGHT, L.P. | ||||||
| By: | MSD Capital, L.P. | |||||
| Its: | General Partner | |||||
| By: | MSD Capital Management LLC | |||||
| Its: | General Partner | |||||
| By: | /s/ Xxxx X. Xxxxxx | |||||
| Name: | Xxxx X. Xxxxxx | |||||
| Title: | Manager and General Counsel | |||||
| XXXXXXX X. DELL | ||||||
| By: | /s/ Xxxxxxx X. Dell | |||||
| Name: | Xxxxxxx X. Dell | |||||
