Exhibit 1
JOINT REPORTING AGREEMENT
AND
POWER OF ATTORNEY
WHEREAS, the statement or amended statement of Schedule 13D (the
"Joint Statement") to which this joint reporting agreement and power of attorney
(the "Agreement") is an exhibit is being filed on behalf of two or more persons
(collectively, the "Reporting Persons"); and
WHEREAS, the Reporting Persons prefer to file the Joint Statement on
behalf of all of the Reporting Persons rather than individual statements on
Schedule 13D on behalf of each of the Reporting Persons;
NOW THEREFORE, the undersigned hereby agree as follows with each of
the other Reporting Persons:
1. Each of the Reporting Persons is responsible for the timely filing
of the Joint Statement and any amendments thereto.
2. Each of the Reporting Persons is responsible for the completeness
and accuracy of the information concerning such Reporting Person contained in
the Joint Statement.
3. None of the Reporting Persons is responsible for the completeness
or accuracy of the information concerning the other Reporting Persons contained
in the Joint Statement, unless such Reporting Person knows or has reason to
believe that such information is inaccurate.
4. The undersigned agrees that the Joint Statement is, and any
amendment thereto will be, filed on behalf of each of the Reporting Persons.
5. Each of Xxxxxx Xxxx SBIC, L.P., Xxxxxx Xxxx SBIC Investments, LLC
and Xxxxxx Xxxx Investments, LLC hereby appoints Xxxxx X. Xxxxxxxx and Xxxxx X.
Xxxxxxx, and each of them individually, as attorneys-in-fact with authority to
execute and deliver on behalf of it any and all documents (including any
amendments thereto) required to be filed or otherwise executed and delivered by
it pursuant to the Securities Exchange Act of 1934, as amended, the Securities
Act of 1933, as amended, all other federal, state and local securities and
corporation laws, and all regulations promulgated thereunder.
6. Each of ING Baring Xxxxxx Xxxx LLC, ING Merger, Inc., ING (U.S.)
Financial Holdings Corporation, ING Bank N.V., ING Groep N.V., Saugatuck
Partners, L.P., Saugatuck International Ltd., Xxxxxx Xxxx Management (BVI) Ltd.,
Fairway Capital Partners, L.P., FSIP LLC, Xxxxxx Xxxx Capital Management LLC and
ING Xxxxxx Xxxx Asset Management LLC hereby appoints Xxxxxx Xxxxxx as
attorney-in-fact with authority to execute and deliver on behalf of it any and
all documents (including any amendments thereto) required to be filed or
otherwise executed and delivered by it pursuant to the Securities Exchange Act
of 1934, as amended, the Securities Act of 1933, as amended, all other federal,
state and local securities and corporation laws, and all regulations promulgated
thereunder.
7. Each of Xxxxx X. Xxxxxxxx, Xxxxx X. Xxxxxxx and Xxxxxx Xxxxx hereby
appoints Xxxxx X. Xxxxxxxx, Xxxxx X. Xxxxxxx and Xxxxxx Xxxxx, and each of them
individually, as attorney-in-fact with authority to execute and deliver on his
behalf any and all documents (including any amendments thereto) required to be
filed or otherwise executed and delivered by him pursuant to the Securities
Exchange Act of 1934, as amended, the Securities Act of 1933, as amended, all
other federal, state and local securities and corporation laws, and all
regulations promulgated thereunder.
8. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same document.
Dated: March 4, 1999
XXXXXX XXXX SBIC, L.P.
By: /s/ Xxxxx X. Xxxxxxxx
---------------------------
Name: Xxxxx X. Xxxxxxxx
Title: President of General Partner
XXXXXX XXXX SBIC INVESTMENTS, LLC
By: /s/ Xxxxx X. Xxxxxxxx
------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: President
XXXXXX XXXX INVESTMENTS, LLC
By: /s/ Xxxxx X. Xxxxxxxx
-------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: President
ING BARING XXXXXX XXXX LLC
By: /s/ Xxxxxx Xxxxxxx
------------------------------
Name: Xxxxxx Xxxxxxx
Title: Vice Chairman
ING MERGER, INC.
By: /s/ Xxxxxx Xxxxxxx
-----------------------------
Name: Xxxxxx Xxxxxxx
Title: Senior Managing Director and
Assistant Secretary
ING (U.S.) FINANCIAL HOLDINGS
CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Secretary
ING BANK N.V.
By: /s/ J.H.J. Houben
---------------------------------
Name: J.H.J. Houben
Title:
By: /s/ P.F.M. Van Lierop
-----------------------------
Name: P.F.M. Van Lierop
Title: Senior Legal Advisor
ING GROEP N.V.
By: /s/ J.H.J. Houben
-------------------------------
Name: J.H.J. Houben
SAUGATUCK PARTNERS, L.P.
By: ING Baring Xxxxxx Xxxx LLC,
General Partner
By: /s/ Xxxxxx Xxxxxxx
-------------------------------
Name: Xxxxxx Xxxxxxx
Title: Vice Chairman
SAUGATUCK INTERNATIONAL LTD.
By: Xxxxxx Xxxx Management (BVI) Ltd.,
Manager
By: /s/ Xxxxxx Xxxxxxx
-------------------------------
Name: Xxxxxx Xxxxxxx
Title: Director
XXXXXX XXXX MANAGEMENT (BVI) LTD.
By: /s/ Xxxxxx Xxxxxxx
-------------------------------
Name: Xxxxxx Xxxxxxx
Title: Director
FAIRWAY CAPITAL PARTNERS, L.P.
By: FSIP LLC, General Partner
By: /s/ Xxxxxx Xxxxxxx
--------------------------------
Name: Xxxxxx Xxxxxxx
Title: Vice President
FSIP LLC
By: /s/ Xxxxxx Xxxxxxx
--------------------------------
Name: Xxxxxx Xxxxxxx
Title: Vice President
XXXXXX XXXX CAPITAL
MANAGEMENT LLC
By: /s/ Xxxxxx Xxxxxxx
---------------------------
Name: Xxxxxx Xxxxxxx
Title: Vice President
ING XXXXXX XXXX ASSET
MANAGEMENT LLC
By: /s/ Xxxxxx Xxxxxxx
---------------------------
Name: Xxxxxx Xxxxxxx
Title: Vice President
/s/ Xxxxx X. Xxxxxxxx
---------------------------------
Xxxxx X. Xxxxxxxx
/s/ Xxxxx X. Xxxxxxx
----------------------------------
Xxxxx X. Xxxxxxx
/s/ Xxxxxx X. Xxxxx
------------------------------
Xxxxxx X. Xxxxx
