THE
OUTSTANDING SHARES OF PERPETUAL PREFERRED STOCK: (I) REDEEM, PURCHASE OR
OTHERWISE ACQUIRE ANY JUNIOR SECURITIES OR PARITY SECURITIES, NOR SHALL THE
CORPORATION PAY OR DECLARE ANY DIVIDEND OR MAKE ANY DISTRIBUTION UPON ANY JUNIOR
SECURITIES OR PARITY SECURITIES (OTHER THAN DIVIDENDS OR DISTRIBUTIONS PAYABLE
IN-KIND, INCLUDING THROUGH ACCRETION OF THE STATED VALUE OF SUCH SECURITIES, IN
ACCORDANCE WITH THE TERMS OF SUCH SECURITIES); (II) ACQUIRE OR AGREE TO ACQUIRE
BY MERGING OR CONSOLIDATING WITH, OR BY PURCHASING ALL OR A SUBSTANTIAL PORTION
OF THE ASSETS OF, OR BY PURCHASING ALL OR A SUBSTANTIAL EQUITY OR VOTING
INTEREST IN, OR BY ANY OTHER MANNER, ANY PERSON OR DIVISION THEREOF, OTHER THAN
ACQUISITIONS NOT TO EXCEED $30,000,000 ON AN AGGREGATE BASIS DURING THE PERIOD
IN WHICH SUCH PASSED DIVIDENDS OR REDEMPTION PAYMENT, AS APPLICABLE, REMAIN
UNPAID; OR (III) INCUR CAPITAL EXPENDITURES IN EXCESS OF $20,000,000 IN ANY
CONSECUTIVE TWELVE-MONTH PERIOD COMMENCING AFTER THE OCCURRENCE OF SUCH PASSED
DIVIDEND OR REDEMPTION PAYMENT, AS APPLICABLE.
6C.
NO ISSUANCE OF SENIOR OR PARITY PREFERRED STOCK.
SO LONG AS ANY
SHARES OF PERPETUAL PREFERRED STOCK ARE ISSUED AND OUTSTANDING, THE CORPORATION
SHALL NOT, WITHOUT THE PRIOR WRITTEN CONSENT OF THE HOLDERS OF AT LEAST A
MAJORITY OF THE THEN OUTSTANDING SHARES OF PERPETUAL PREFERRED STOCK, ISSUE ANY
SERIES OF PREFERRED STOCK RANKING SENIOR TO OR ON A PARITY WITH THE PERPETUAL
PREFERRED STOCK WITH RESPECT TO THE PAYMENT OF DIVIDENDS OR DISTRIBUTIONS,
REDEMPTION OR IN THE LIQUIDATION, DISSOLUTION OR WINDING UP, OR UPON ANY
DISTRIBUTION OF THE ASSETS OF, THE CORPORATION.
SECTION 7.
TRANSFER RESTRICTIONS.
(I)
NONE OF THE SHARES OF PERPETUAL PREFERRED STOCK MAY BE OFFERED,
SOLD OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND ANY OTHER APPLICABLE SECURITIES LAWS, OR
PURSUANT TO AN EXEMPTION THEREFROM, AND IN EACH CASE IN COMPLIANCE WITH THE
TERMS OF THIS CERTIFICATE AND THE RESTRICTIONS SET FORTH IN THE TEXT OF THE
RESTRICTIVE LEGEND REQUIRED TO BE SET FORTH ON THE SHARES PURSUANT TO CLAUSE
(II) OF THIS SECTION 7.
THE CORPORATION
8
SHALL BE ENTITLED TO GIVE STOP TRANSFER ORDERS TO ITS TRANSFER AGENT WITH
RESPECT TO THE SHARES OF PERPETUAL PREFERRED STOCK IN ORDER TO ENFORCE THE
FOREGOING RESTRICTIONS.
(II)
EACH CERTIFICATE REPRESENTING SHARES OF PERPETUAL PREFERRED STOCK
SHALL CONTAIN A LEGEND SUBSTANTIALLY TO THE FOLLOWING EFFECT (IN ADDITION TO ANY
LEGENDS REQUIRED UNDER APPLICABLE SECURITIES LAWS):
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN
MAY BE DIRECTLY OR INDIRECTLY OFFERED, SOLD, TRANSFERRED, ENCUMBERED, ASSIGNED
OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (A) AN EFFECTIVE REGISTRATION
STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT AND APPLICABLE STATE
SECURITIES LAWS, OR (B) AN APPLICABLE EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, INCLUDING RULE 144, SUBJECT
TO THE COMPANY'S AND THE TRANSFER AGENT'S RIGHT PRIOR TO ANY SUCH