EXHIBIT 1
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AMENDED AND RESTATED AGREEMENT AS TO JOINT FILING OF SCHEDULE 13D
Dated: February 7, 2008
The undersigned acknowledge and agree that the foregoing statement on Schedule
13D is filed on behalf of each of the undersigned and that all subsequent
amendments to this statement shall be filed on behalf of each of the undersigned
without the necessity of filing additional joint filing agreements. The
undersigned acknowledge that each shall be responsible for the timely filing of
such amendments, and for the completeness and accuracy of the information
concerning it contained therein, but shall not be responsible for the
completeness and accuracy of the information concerning the others, except to
the extent that it knows or has reason to believe that such information is
inaccurate.
This Agreement amends and restates in its entirety the Agreement as to Joint
Filing of Schedule 13D previously entered into on January 22, 2008 by certain of
the signatories hereto. This Agreement may be executed in counterparts and each
of such counterparts taken together shall constitute one and the same
instrument.
LEUCADIA NATIONAL CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇. Orlando
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Name: ▇▇▇▇▇▇ ▇. Orlando
Title: Vice President and
Chief Financial Officer
PHLCORP, INC.
By: /s/ ▇▇▇▇▇▇ ▇. Orlando
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Name: ▇▇▇▇▇▇ ▇. Orlando
Title: Vice President
▇▇▇▇▇▇▇ ENTERPRISES, INC.
By: /s/ ▇▇▇▇▇▇ ▇. Orlando
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Name: ▇▇▇▇▇▇ ▇. Orlando
Title: Vice President
RCG ▇▇▇▇▇▇▇, ▇.▇.
By: Ramius Advisors, LLC
Its General Partner
By: ▇▇▇▇▇▇▇ Enterprises, Inc.
As Attorney-In-Fact
By: /s/ ▇▇▇▇▇▇ ▇. Orlando
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Name: ▇▇▇▇▇▇ ▇. Orlando
Title: Vice President
RCG SEXTANT MASTER FUND, LTD.
By: Ramius Capital Group, L.L.C.
Its Investment Manager
By: C4S & Co., L.L.C.
As Managing Member
RCG ENTERPRISE, LTD
By: Ramius Capital Group, L.L.C.
Its Investment Manager
By: C4S & Co., L.L.C.
As Managing Member
RAMIUS CAPITAL GROUP, LLC
By: C4S & Co., L.L.C.
As Managing Member
C4S & CO., LLC
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Authorized Signatory
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇
Individually and as attorney-in-fact for
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
