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Entry into a Material Definitive

On October 27, 2015, the Company entered into a Second Amendment to Rights Agreement (theSecond Amendment), amending the Rights Agreement dated as of September 1, 2006 and previously amended on March 26, 2015 (the Rights Agreement) between the Company and Computershare Trust Company, N.A., as Rights Agent. The Second Amendment accelerates the expiration of the Companys preferred stock purchase rights (the Rights) from 5:00 p.m., New York, New York time, on September 1, 2016, to 5:00 p.m., New York, New York time, on November 10, 2015, and has the effect of terminating the Rights Agreement on November 10, 2015. At the time of the termination of the Rights Agreement, all of the Rights distributed to holders of the Companys common stock pursuant to the Rights Agreement will expire.

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Rights Agreement, which was filed as Exhibit 4.1 to the Companys Current Report on Form 8-K filed with the Securities Exchange Commission on September 5, 2006, the First Amendment to the Rights Agreement, which was filed as Exhibit 4.1 to the Companys Current Report on Form 8-K filed with the Securities Exchange Commission on March 27, 2015, and the Second Amendment, a copy of which is attached...


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