FORM OF LIMITED POWER OF ATTORNEY
EXHIBIT
1
FORM
OF
[applicable
MS GP] [applicable MS Member]
Pursuant
to the Subadvisory Agreement dated as of [____], 2004, among Xxxxxx Xxxxxxx
Investment Management Inc., Xxxxxx Xxxxxxx Leveraged Equity Fund II, Inc.,
MSCP
III, LLC, Xxxxxx Xxxxxxx Capital Partners III, Inc., MSDW Capital Partners
IV,
LLC, MSDW Capital Partners IV, Inc., Metalmark Subadvisor LLC (“Subadvisor”) and
Metalmark Capital LLC (the “Subadvisory Agreement”), [name of Xxxxxx
Xxxxxxx General Partner (“MS GP”)] [name of MS Member (“MS Member”)]
irrevocably appoints Subadvisor (for the term of the Subadvisory Agreement)
as
attorney-in-fact and agent with full and exclusive power and authority to
act
for [MS GP] [MS Member] with respect to the [name of
Fund (“Fund”)] [list names of Co-Invest Vehicles for which the applicable MS
Member acts as manager (“Fund”)] with management authority conferred on
the Subadvisor under the Subadvisory Agreement, including without limitation,
in
the following matters: (a) to buy, sell, exchange, convert, and
otherwise take any action for any securities or investments of the Fund,
(b) to
establish, maintain, and deal through accounts with one or more securities
brokerage firm(s) as the Subadvisor may select to effect purchases or sales
of
securities or investments as agent for the Fund, (c) to establish custody
accounts with any custodian for the maintenance of custody for Fund cash
or
securities and to issue instructions to any such custodian, (d) to execute
and
deliver any agreement, document or instrument on behalf of the Fund concerning
the Fund’s securities or investments, including purchase or sale agreements,
shareholder agreements, voting agreements, proxies, shareholder consents,
or
other matters related to the Fund’s securities or investments, and (d) to take
any actions and execute and deliver any agreement, document or instrument
involving litigation or claims involving the Fund. It is further understood
that
the Subadvisor may deliver to any person a copy of this document as evidence
of
the authority of the Subadvisor to act for and on behalf of the
Fund. This limited power of attorney, and the power and authority
granted to the Subadvisor hereunder, shall terminate upon the termination
of the
Subadvisory Agreement.
Executed
this ___ day of ____, 2004.
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[MS
GP] [MS Member]
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By:
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