Corporation (the "Board of Directors"), by
unanimous written consent dated as of [
], 2007, duly approved and
adopted the following resolution:
RESOLVED, that, pursuant to the authority vested in the Board of Directors by
the Corporation's Restated Certificate of Incorporation, effective as of July
30, 1992 (as it may be amended from time to time, subject to the provisions of
this Certificate, the "Certificate of Incorporation"), the Board of Directors
does hereby create, authorize and provide for the issuance, out of the
authorized but unissued shares of the preferred stock, par value $1.00 per
share, of the Corporation ("Preferred Stock"), of a new series of Preferred
Stock to be designated "Series B Convertible Preferred Stock" (the "Convertible
Preferred Stock"), to consist of Thirty-Five Thousand (35,000) shares, par value
$1.00 per share, of which the preferences and
rights, and the qualifications,
limitations or restrictions thereof, shall be (in addition to those set forth in
the Certificate of Incorporation) as follows:
SECTION 1.
RANKING.
SHARES OF CONVERTIBLE PREFERRED STOCK SHALL RANK
PRIOR TO SHARES OF COMMON STOCK AND ANY OTHER JUNIOR SECURITIES WITH RESPECT TO
THE PAYMENT OF DIVIDENDS AND DISTRIBUTIONS AND IN THE LIQUIDATION, DISSOLUTION
OR WINDING UP, AND UPON ANY DISTRIBUTION OF THE ASSETS OF, THE CORPORATION.
UNLESS SPECIFICALLY DESIGNATED AS JUNIOR TO THE CONVERTIBLE PREFERRED STOCK WITH
RESPECT TO THE PAYMENT OF DIVIDENDS AND DISTRIBUTIONS, IN THE LIQUIDATION,
DISSOLUTION, WINDING UP, OR UPON ANY OTHER DISTRIBUTION OF THE ASSETS OF, THE
CORPORATION, ALL OTHER SERIES OF PREFERRED STOCK OF THE CORPORATION, INCLUDING
THE SERIES A PERPETUAL PREFERRED STOCK, SHALL RANK ON A PARITY WITH THE
CONVERTIBLE PREFERRED STOCK WITH RESPECT TO SUCH DIVIDENDS AND DISTRIBUTIONS, IN
SUCH LIQUIDATION, DISSOLUTION OR WINDING UP, AND UPON ANY SUCH DISTRIBUTION OF
THE ASSETS OF, THE CORPORATION, AS APPLICABLE.
SECTION 2.
ACCRETED VALUE; EXTRAORDINARY DIVIDENDS.
2A.
ACCRETION RATE.
THE STATED VALUE OF EACH SHARE OF CONVERTIBLE
PREFERRED STOCK SHALL INCREASE AT A RATE OF SIX PERCENT (6%) PER ANNUM (THE
"ACCRETION RATE"), COMPOUNDED QUARTERLY, COMMENCING ON AND INCLUDING THE DATE OF
ISSUANCE OF SUCH SHARE TO AND INCLUDING THE FIRST TO OCCUR OF THE DATE ON WHICH
(I) THE ACCRETED VALUE OF SUCH SHARE IS PAID TO THE HOLDER THEREOF IN CONNECTION
WITH THE LIQUIDATION, DISSOLUTION OR WINDING UP, OR THE DISTRIBUTION OF ASSETS,
OF THE CORPORATION OR THE REDEMPTION OF SUCH SHARE BY THE CORPORATION OR (II)
SUCH SHARE IS CONVERTED INTO SHARES OF CONVERSION STOCK HEREUNDER (THE STATED
VALUE, AS SO ACCRETED AS OF ANY DATE OF DETERMINATION, THE "ACCRETED VALUE").
THE ACCRETED VALUE SHALL BE CALCULATED BASED ON A 360-DAY YEAR CONSISTING OF
TWELVE 30-DAY MONTHS.
2B.
EXTRAORDINARY DIVIDENDS.
IN ADDITION TO (AND NOT AS AN OFFSET TO
OR CREDIT AGAINST) THE ACCRETION IN THE STATED VALUE PURSUANT TO SECTION 2A
ABOVE, (I) IN THE EVENT THAT THE CORPORATION DECLARES OR PAYS ANY DIVIDEND OR
MAKES ANY DISTRIBUTION UPON THE COMMON STOCK (WHETHER PAYABLE IN CASH,
SECURITIES OR OTHER PROPERTY, OTHER THAN ANY RIGHTS, WARRANTS OR OPTIONS TO