Item 4 of the Original 13D is amended by adding the following to the end thereof: On April 4, 2012, the Issuer and each of the Ares Entities entered into an investor agreement (the “Investor Agreement”), whereby the Ares Entities and the Issuer agreed to, among other things, confirm certain agreements relating to the Ares Entities’ ability to transfer shares of common stock of the Issuer beneficially owned by the Ares Entities. The Investor Agreement provides, among other things, that, subject to certain exceptions, the Ares Entities shall not, and shall not permit any of their affiliates (together with the Ares Entities, the “Investor Parties”) to: · transfer any shares of common stock of the Issuer to any person, if immediately after giving effect to such transfer, such person would beneficially own more than 17.5% of the outstanding common stock of the Issuer, unless such person prior to or concurrently with the date of such transfer, agrees in writing to promptly commence a tender offer to acquire all of the outstanding shares of the common stock of the Issuer at a cash price per share not less than the highest amount received by any of the Investor Parties from such person subsequent to the date that is four months prior to the date of such transfer (or, in the case of a transfer made pursuant to any earlier understanding or agreement relating to such transfer, subsequent to the date of such earlier understanding or agreement) or otherwise reasonably acceptable to a majority of the directors of the Issuer who (i) are not affiliated with, employed by, or otherwise designated or nominated by, Investor; and (ii) have no personal financial interest in the affected transactions (the “Disinterested Directors”); · enter into or affirmatively support (without the approval of a majority of the Disinterested Directors) any transaction resulting in a change of control in which Investor or its affiliates, is the acquiror or is part of, an investor in or a lender to the acquiring group or is proposed to be directly or indirectly combined with the Issuer or an affiliate of the Issuer or receives per share consideration in its capacity as a stockholder of the Issuer in excess of that to be received by other stockholders; · engage in (without the approval of a majority of the Disinterested Directors) any transactions with the Issuer or any subsidiary of the Issuer; or · take any action which would result in the board of directors of the Issuer having less than a majority of Disinterested Directors or any committee of the board of directors of the Issuer having fewer Disinterested Directors than directors who are not Disinterested Directors. The Investor Agreement also provides that the Issuer will not rely upon, or exercise its right to, any of the “controlled company” exemptions permitted under the Sarbanes-Oxley Act of 2002 or any exchange, including The NASDAQ Stock Market. |