Exhibit 99.1
AMENDMENT NO. 1 TO
JOINT FILING AND SOLICITATION AGREEMENT
WHEREAS, Starboard Value and Opportunity Master Fund Ltd., a Cayman
Islands exempted company, Starboard Value & Opportunity Fund, LLC, a Delaware
limited liability company, Parche, LLC, a Delaware limited liability company,
RCG Starboard Advisors, LLC, a Delaware limited liability company, Ramius
Capital Group, L.L.C., a Delaware limited liability company, C4S & Co., L.L.C.,
a Delaware limited liability company, Xxxxx X. Xxxxx, Xxxxxx X. Xxxxx, Xxxxxx X.
Xxxxxxx, Xxxxxxx X. Xxxxxxx, Xxxxxxx Xxxxxxxx, Xx., Xxx Xxxxx, and Xxxx Xxxxxxxx
entered into a Joint Filing and Solicitation Agreement on October 22, 2007 (the
"Agreement") for the purpose of seeking representation on the Board of Directors
of X. Xxxxxxxx, Inc., a Delaware corporation (the "Company"), at the 2007 annual
meeting of stockholders of the Company, or any other meeting of stockholders
held in lieu thereof, and any adjournments, postponements, reschedulings or
continuations thereof and for the purpose of taking all other action necessary
to achieve the foregoing; and
WHEREAS, RCG Enterprise, Ltd, a Cayman Islands exempted company and
Xxxxxxx X. Xxxxxxxxx (the "New Members"), wish to join the Group (as defined in
the Agreement).
NOW, IT IS AGREED, this 8th day of November 2007 by the parties hereto:
1. In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange
Act of 1934, as amended, the New Members agree to the joint filing on its behalf
of statements on Schedule 13D with respect to the securities of the Company to
the extent required under applicable securities laws. The New Members agree to
be bound by the other terms of the Agreement (a copy of which is attached
hereto), the terms of which are incorporated herein and made a part hereof.
2. This Agreement may be executed in counterparts, each of which shall be
deemed an original and all of which, taken together, shall constitute but one
and the same instrument, which may be sufficiently evidenced by one counterpart.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to
be executed as of the day and year first above written.
PARCHE, LLC RCG STARBOARD ADVISORS, LLC
By: Ramius Capital Group, L.L.C.,
STARBOARD VALUE & OPPORTUNITY its sole member
FUND, LLC
By: RCG Starboard Advisors, LLC, RAMIUS CAPITAL GROUP, L.L.C.
their managing member By: C4S & Co., L.L.C.,
as managing member
STARBOARD VALUE AND OPPORTUNITY
MASTER FUND LTD. C4S & CO., L.L.C.
By: RCG Starboard Advisors, LLC,
its investment manager
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Authorized Signatory
/s/ Xxxxxxx X. Xxxxxxx /s/ Xxxx Xxxxxxxx
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XXXXXXX X. XXXXXXX XXXX XXXXXXXX
Individually and as attorney-in-fact
for Xxxxx X. Xxxxx, Xxxxxx X. Xxxxx,
Xxxxxx X. Xxxxxxx, Xxxxxxx Xxxxxxxx,
Xx. and Xxx Xxxxx
/s/ Xxxxxxx X. Xxxxxxxxx
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XXXXXXX X. XXXXXXXXX