Exhibit 4.1.1





Ex. 4.1.1




Exhibit B




AMENDMENT TO RIGHTS AGREEMENT




Section II (a)(iii) shall be deleted and replaced with the following:




(iii) In the event that the number of shares of Common Stock that are authorized by the
Company’s certificate of incorporation but not outstanding or reserved for issuance for
purposes other than upon exercise of the Rights is not sufficient to permit the exercise in
full of the Rights in accordance with the foregoing subparagraph (ii) of this Section 11
(a), the Company shall, to the extent permitted by applicable law and regulation, (A)
determine the excess of (1) the value of the Adjustment Shares issuable upon the exercise of
a Right (computed using the Current Market Price used to determine the number of Adjustment
Shares) (the “Current Value”) over (2) the Purchase Price (such excess is herein referred to
as the “Spread”), and (B) with respect to each Right, make adequate provision to substitute
for the Adjustment Shares, upon the exercise of the Rights and payment of the applicable
Purchase Price, (1) cash, (2) a reduction in the Purchase Price, (3) Common Stock or other
equity securities of the Company (including, without Limitation, shares, or units of shares,
of preferred stock (including, without limitation the Preferred Stock) that the Board of
Directors of the Company has determined to have the same value as shares of Common Stock
(such shares of preferred stock are herein referred to as “Common Stock Equivalents”)), (4)
debt securities of the Company, (5) other assets or (6) any combination of the foregoing,
having an aggregate value equal to the Current Value, where such aggregate value has been
determined by the Board of Directors of the Company based upon the advice of a nationally
recognized investment banking firm selected by the Board of Directors of the Company;
provided, however, if the Company shall not have made adequate provision to deliver value
pursuant to clause (B) above within 30 days following the later of (x) the first occurrence
of a Flip-In Event and (y) the date on which the Company’s right of redemption pursuant to
Section 23(a) expires (the later of (x) and (y) being referred to herein as the “Flip-In
Trigger Date”), then the Company shall be obligated to deliver, upon the surrender for
exercise of a Right and without requiring payment of the Purchase Price, shares of Common
Stock (to the extent not outstanding or reserved for issuance for purposes other than upon
exercise of the Rights) and then if necessary, cash, which shares and/or cash have till
aggregate value equal to the Spread. If the Board of Directors of the Company shall
determine in good faith that it is likely that sufficient additional shares of Common Stock
could be authorized for issuance upon exercise in full of the Rights, the 30-day period set
forth above may be extended to the extent necessary, but not more than 90 days after the
Flip-In Trigger Date, in order that the Company may seek stockholder approval for the
authorization of such additional shares (such period, as it may be extended, the
“Substitution Period”). To the extent that the Company or the Board of Directors
determines that some action need be taken pursuant to the first and/or second sentences of
this Section 11 (a) (iii), the Company (x) shall provide, subject to Section 7(e) hereof,
that such action shall apply uniformly to all outstanding Rights, and (y) may suspend the
exercisability of the Rights until the expiration of the Substitution Period in order to
seek any authorization of additional shares and/or to decide the appropriate form of
distribution to be made pursuant to such first sentence and to determine the value thereof.
In the event of any such suspension, the Company shall issue a public announcement stating
that the exercisability of the Rights has been temporarily suspended, as well as a public
announcement at such time as the suspension is no longer in effect. For purposes of this
Section 11 (a)(iii), the value of the
Common Stock shall be the Current Market Price per share of the Common Stock on the Flip-In
Trigger Date and the value of any Common Stock Equivalent shall be deemed to have the same
value as the Common Stock on such date.