0000950112-96-000404 Sample Contracts

JWC ASSOCIATES, L.P.
Joint Filing Agreement and Power of Attorney • February 13th, 1996 • KKR Partners Ii Lp

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 John A. Gerson, Perry Golkin and Michael T. Tokarz 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.

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