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Irrevocable Power of Attorney

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Title:

Irrevocable Power of Attorney

Entities:

Bain & Co.

Date:

2002

Size:

Preview shows 3KB of 9KB total

Price:

$34

ID:

#204398

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                          IRREVOCABLE POWER OF ATTORNEY

                          -----------------------------



                                                  May 25, 2001







Bain Capital Investors, LLC

Two Copley Place, 7th Floor

Boston, MA  02116



Dear Sirs:



KNOW ALL PERSONS BY THESE PRESENTS THAT:



         1.   Appointment of Attorneys-in-Fact; Grant of Authority. The

              ----------------------------------------------------

undersigned hereby irrevocably makes, constitutes, and appoints Bain Capital

Investors, LLC ("Bain Capital") as the true and lawful agent and

attorney-in-fact of the undersigned (the "Attorney-in-Fact"), with full power

and authority to act hereunder in its sole discretion all as hereinafter

provided, in the name of and for and on behalf of the undersigned, as fully as

could the undersigned if present and acting in person, with respect to all

matters in connection with the securities of portfolio companies (the "Portfolio

Companies") of Bain Capital Fund VI, L.P. (together with any parallel

partnerships, "Fund VI"), Bain Capital Fund VII, L.P. (together with any

parallel partnerships "Fund VII"), Bain Capital Venture Fund, L.P. (collectively

with any parallel relationships, the "Venture Fund"), and any other fund

currently existing or to be formed by Bain Capital or any affiliate of Bain

Capital or of which Bain Capital or any of its affiliates is a general partner

or managing partner (each a "Fund" and collectively, with Fund VI, Fund VII, and

the Venture Fund, the "Funds") held by the undersigned, including, without

limitation, the power and authority to:



              (a)    vote the securities of the Portfolio Companies of the Funds

from time to time owned by the undersigned;



              (b)    execute, attest, witness, endorse and file such

instruments, contracts, agreements, consents, waivers and other documents; and



              (c)    approve, execute and deliver on behalf of the undersigned

any and all documents, instruments and agreements relating to any of the

Portfolio Companies (including but not limited to stockholders agreements and

sale agreements), as the Attorney-in-Fact may, in its sole discretion, approve,

the execution and delivery thereof by the Attorney-in-Fact to be conclusive

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