EX-99 2 kl07052_ex99-1.txt EXHIBIT 99.1 AGREEMENT OF JOINT FILING EXHIBIT 99.1 Agreement of Joint Filing Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned persons hereby agree to file with the Securities and Exchange Commission the Statement on Schedule 13D (the "Statement") to which this Agreement is attached as an exhibit, and agree that such Statement, as so filed, is filed on behalf of each of them. IN WITNESS WHEREOF, the undersigned have executed this Agreement. Dated: July 19, 2004 BARINGTON COMPANIES EQUITY PARTNERS, L.P. By: Barington Companies Investors, LLC, its general partner By: /s/ James A. Mitarotonda ------------------------------------ Name: James Mitarotonda Title: Manager BARINGTON COMPANIES OFFSHORE FUND, LTD. (BVI) By: /s/ James A. Mitarotonda ----------------------------------- Name: James A. Mitarotonda Title: Manager PARCHE, LLC By: Admiral Advisors, LLC, its managing member By: /s/ Jeffrey M. Solomon ------------------------------------ Name: Jeffrey M. Solomon Title: Authorized Signatory STARBOARD VALUE & OPPORTUNITY FUND, LLC By: Admiral Advisors, LLC, its managing member By: /s/ Jeffrey M. Solomon ------------------------------------ Name: Jeffrey M. Solomon Title: Authorized Signatory RCG EQUITY MARKET NEUTRAL MASTER FUND, LTD. By: Ramius Capital Group, LLC, its managing member By: /s/ Jeffrey M. Solomon ------------------------------------ Name: Jeffrey M. Solomon Title: Authorized Signatory RCG HALIFAX FUND, LTD. By: Ramius Capital Group, LLC, its managing member By: /s/ Jeffrey M. Solomon ------------------------------------ Name: Jeffrey M. Solomon Title: Authorized Signatory