Item 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

We held our annual meeting of shareholders on July 17, 2009. At that meeting, our shareholders approved each proposal that we described in our proxy statement for that meeting. Among those proposals was an amendment to our 2006 Long-Term Equity Incentive Plan, to permit an exchange of outstanding options. As we noted in our proxy statement, the amendment required consent of Levine Leichtman Capital Partners IV, L.P., which is the holder of an outstanding warrant to purchase 1,564,324 shares of our common stock. To obtain the holder's consent, we agreed to an antidilution adjustment to that warrant, which reduces the exercise price of the warrant from $2.4672 per share to $1.44 per share, effective upon adoption of the related proposal.

Levine Leichtman Capital Partners IV, L.P. also holds our promissory notes in the aggregate principal amount of $25,000,000, and another warrant, to purchase for a nominal exercise price 283,985 additional shares of our common stock.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

One exhibit is filed with this report:

10.19a Amendment dated July 17, 2009 to FMV Warrant dated June 30, 2008.