Exhibit 3.30
CERTIFICATE OF DETERMINATION OF PREFERENCES
OF
8.75% CUMULATIVE PREFERRED STOCK, SERIES P
OF
PUBLIC STORAGE, INC.
--------------------
[As Filed in the Office of the Secretary of State of the State of California
on August 11, 2000]
The undersigned, David Goldberg and Sarah Hass, Senior Vice
President and Secretary, respectively, of PUBLIC STORAGE, INC., a California
corporation, do hereby certify:
FIRST: The Restated Articles of Incorporation of the
Corporation authorize the issuance of 50,000,000 shares of stock designated
"preferred shares," issuable from time to time in one or more series, and
authorize the Board of Directors to fix the number of shares constituting any
such series, and to determine or alter the dividend rights, dividend rate,
conversion rights, voting rights, right and terms of redemption (including,
without limitation, sinking fund provisions), the redemption price or prices and
the liquidation preference of any wholly unissued series of such preferred
shares, and the number of shares constituting any such series.
SECOND: The Board of Directors of the Corporation did duly
adopt the resolutions attached hereto as Exhibit A and incorporated herein by
reference authorizing and providing for the creation of a series of preferred
shares to be known as "8.75% Cumulative Preferred Stock, Series P" consisting of
2,000 shares, none of the shares of such series having been issued.
We further declare under penalty of perjury under the laws of
the State of California that the matters set forth in this certificate are true
and correct of our own knowledge.
IN WITNESS WHEREOF, the undersigned have executed this
certificate this 11th day of August, 2000.
/S/ DAVID GOLDBERG
------------------
David Goldberg
Senior Vice President
/S/ SARAH HASS
--------------
Sarah Hass
Secretary
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EXHIBIT A
RESOLUTION OF THE BOARD OF DIRECTORS
OF PUBLIC STORAGE, INC.
ESTABLISHING A SERIES OF 8.75% CUMULATIVE
PREFERRED STOCK, SERIES P
RESOLVED that pursuant to the authority conferred upon the
Board of Directors by Article III of the Restated Articles of Incorporation of
this Corporation, there is hereby established a series of the authorized
preferred shares of this Corporation having a par value of $.01 per share, which
series shall be designated "8.75% Cumulative Preferred Stock, Series P," shall
consist of 2,000 shares and shall have the following rights, preferences and
privileges:
(a) DIVIDEND RIGHTS.
(1) Dividends shall be payable in cash on each share of this
Series when, as and if declared by the Board of Directors, out of funds legally
available therefor (i) for the period (the "INITIAL DIVIDEND PERIOD") from and
including the date of issuance of such share (the "ISSUE DATE") to but excluding
the first day of the first calendar quarter occurring after the Issue Date and
(ii) for each quarterly dividend period thereafter (the Initial Dividend Period
and each quarterly dividend period being hereinafter individually referred to as
a "DIVIDEND PERIOD" and collectively referred to as "DIVIDEND PERIODS"), which
quarterly Dividend Periods shall be in four equal amounts and shall commence on
January 1, April 1, July 1 and October 1 in each year (each, a "DIVIDEND PERIOD
COMMENCEMENT DATE"), commencing on the first day of the first calendar quarter
occurring after the Issue Date, and shall end on and include the day next
preceding the next Dividend Period Commencement Date, at a rate per annum equal
to 8.75% of the $25,000 per share stated value thereof (the "DIVIDEND RATE").
Dividends on each share of this Series shall be cumulative from the Issue Date
and shall be payable (i) quarterly, in arrears, on or before the last day of
each Dividend Period and (ii) in the event of redemption, on the applicable
redemption date; provided, that if any such day shall be a Saturday, Sunday, or
a day on which banking institutions in the State of New York or the State of
California are authorized or obligated by law to close, or a day which is or is
declared a national or a New York or California state holiday (any of the
foregoing a "NON-BUSINESS DAY"), then the payment date shall be the next
succeeding day which is not a Non-Business Day. Each such dividend shall be paid
to the holders of record of shares of this Series as they appear on the stock
register of the Corporation on such record date, not more than 45 days nor less
than 15 days preceding the payment date thereof, as shall be fixed by the Board
of Directors. Dividends on account of arrears for any past Dividend Periods may
be declared and paid at any time, without reference to any regular dividend
payment date, to holders of record on such date, not more than 45 days nor less
than 15 days preceding the payment date thereof, as may be fixed by the Board of
Directors. After full cumulative dividends on this Series have been paid or
declared and funds therefor irrevocably deposited in trust for immediate
payment, including for the then current Dividend Period, the holders of shares
of this Series will not be entitled to any further dividends with respect to
that Dividend Period.
(2) Dividends payable on shares of this Series for any period
greater or less than a full Dividend Period, including the Initial Dividend
Period, shall be computed on the basis of a 360-day year consisting of twelve
30-day months.
(3) The Corporation shall not declare or pay or set apart for
payment any dividends on any series of preferred shares ranking, as to
dividends, on a parity with or junior to the shares of this Series as to
dividends or upon liquidation unless full cumulative dividends with respect to
shares of this Series have been or contemporaneously are declared and paid, or
declared and a sum sufficient for payment thereof irrevocably deposited in trust
for immediate payment, for all Dividend Periods terminating on or prior to the
date of payment of any such dividends on such other series of preferred shares.
When dividends are not paid in full upon the shares of this Series and any other
series of preferred shares ranking on a parity therewith as to dividends
(including, without limitation, the shares of the Corporation's 10% Cumulative
Preferred Stock, Series A (the "SERIES A PREFERRED STOCK"), 9.20% Cumulative
Preferred Stock, Series B (the "SERIES B PREFERRED STOCK"), 9.50% Cumulative
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Preferred Stock, Series D (the "SERIES D PREFERRED STOCK"), 10% Cumulative
Preferred Stock, Series E (the "SERIES E PREFERRED STOCK"), 9.75% Cumulative
Preferred Stock, Series F (the "SERIES F PREFERRED STOCK"), 8-7/8% Cumulative
Preferred Stock, Series G (the "SERIES G PREFERRED STOCK"), 8.45% Cumulative
Preferred Stock, Series H (the "SERIES H PREFERRED STOCK"), 8-5/8% Cumulative
Preferred Stock, Series I (the "SERIES I PREFERRED STOCK"), 8% Cumulative
Preferred Stock, Series J (the "SERIES J PREFERRED STOCK"), 8 1/4% Cumulative
Preferred Stock, Series K (the "SERIES K PREFERRED STOCK"), 8 1/4% Cumulative
Preferred Stock, Series L (the "SERIES L PREFERRED STOCK"), 8.75% Cumulative
Preferred Stock, Series M (the "SERIES M PREFERRED STOCK"), 9.5% Cumulative
Preferred Stock, Series N (the "SERIES N PREFERRED STOCK"), 9.125% Cumulative
Preferred Stock, Series O (the "SERIES O PREFERRED STOCK") and Adjustable Rate
Cumulative Preferred Stock, Series C (the "ADJUSTABLE RATE PREFERRED STOCK")),
all dividends declared upon shares of this Series and any other series of
preferred shares ranking on a parity therewith as to dividends shall be declared
pro rata so that the amount of dividends declared per share on the shares of
this Series and such other series of preferred shares shall in all cases bear to
each other that same ratio that the accumulated dividends per share on the
shares of this Series and such other series of preferred shares bear to each
other. Except as provided in the preceding sentence, unless full cumulative
dividends on the shares of this Series have been paid for all past Dividend
Periods, no dividends (other than in shares of the Corporation's common stock,
par value $.10 per share (together with any other shares of capital stock of the
Corporation into which such shares shall be reclassified or changed ("COMMON
SHARES"), or another stock ranking junior to the shares of this Series as to
dividends and upon liquidation) shall be declared or paid or set aside for
payment nor shall any other distribution be made upon the Common Shares or on
any other stock of the Corporation ranking junior to or on a parity with the
shares of this Series as to dividends or upon liquidation. Unless full
cumulative dividends on the shares of this Series have been paid for all past
Dividend Periods, no Common Shares or any other stock of the Corporation ranking
junior to or on a parity with the shares of this Series as to dividends or upon
liquidation shall be redeemed, purchased, or otherwise acquired for any
consideration (or any moneys be paid to or made available for a sinking fund for
the redemption of any shares of any such stock) by the Corporation or any
subsidiary, except by conversion into or exchange for stock of the Corporation
ranking junior to the shares of this Series as to dividends and upon
liquidation.
(b) LIQUIDATION.
In the event of any voluntary or involuntary liquidation,
dissolution, or winding up of the Corporation, the holders of shares of this
Series are entitled to receive out of the assets of the Corporation available
for distribution to shareholders, before any distribution of assets is made to
holders of Common Shares or any other class or series of shares ranking junior
to the shares of this Series upon liquidation, liquidating distributions in the
amount of $25,000 per share plus all accumulated and unpaid dividends (whether
or not earned or declared) for the then current and all past Dividend Periods.
If, upon any voluntary or involuntary liquidation, dissolution, or winding up of
the Corporation the amounts payable with respect to the shares of this Series
and any other shares of the Corporation ranking as to any such distribution on a
parity with the shares of this Series are not paid in full, the holders of
shares of this Series and of such other shares (including, without limitation,
the shares of Series A, Series B, Series D, Series E, Series F, Series G, Series
H, Series I, Series J, Series K, Series L, Series M, Series N and Series O
Preferred Stock and Adjustable Rate Preferred Stock) will share ratably in any
such distribution of assets of the Corporation in proportion to the full
respective preferential amounts to which they are entitled. After payment of the
full amount of the liquidating distribution to which they are entitled, the
holders of shares of this Series will not be entitled to any further
participation in any distribution of assets by the Corporation.
(1) Written notice of any such liquidation, dissolution or
winding up of the Corporation, stating the payment date or dates when, and the
place or places where the amounts distributable in such circumstances shall be
payable, shall be given by first class mail, postage pre-paid, not less than 30
nor more than 60 days prior to the payment date stated therein, to each record
holder of the shares of this Series at the respective addresses of such holders
as the same shall appear on the stock transfer records of the Corporation.
(2) For purposes of liquidation rights, a reorganization (as
defined in Section 181 of the California Corporations Code) or consolidation or
merger of the Corporation with or into any other corporation or corporations or
a sale of all or substantially all of the assets of the Corporation shall be
deemed not to be a liquidation, dissolution or winding up of the Corporation.
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(c) REDEMPTION.
(1) Except as provided in clause (9) below, the shares of this
Series are not redeemable prior to August 11, 2005. On and after such date, the
shares of this Series are redeemable at the option of the Corporation, by
resolution of the Board of Directors, in whole or in part, from time to time
upon not less than 30 nor more than 60 days' notice, at a cash redemption price
of $25,000 per share plus all accumulated and unpaid dividends (whether or not
earned or declared) to the date of redemption.
(2) If fewer than all the outstanding shares of this Series
are to be redeemed, the number of shares to be redeemed will be determined by
the Board of Directors, and such shares shall be redeemed pro rata from the
holders of record of such shares in proportion to the number of such shares held
by such holders (with adjustments to avoid redemption of fractional shares).
(3) Notwithstanding the foregoing, if any dividends, including
any accumulation, on the shares of this Series are in arrears, no shares of this
Series shall be redeemed unless all outstanding shares of this Series are
simultaneously redeemed, and the Corporation shall not purchase or otherwise
acquire, directly or indirectly, any shares of this Series; provided, however,
that the foregoing shall not prevent the purchase or acquisition of shares of
this Series pursuant to a purchase or exchange offer provided such offer is made
on the same terms to all holders of shares of this Series.
(4) Immediately prior to any redemption of shares of this
Series, the Corporation shall pay, in cash, any accumulated and unpaid dividends
through the redemption date, unless a redemption date falls after a dividend
payment record date and prior to the corresponding dividend payment date, in
which case each holder of shares of this Series at the close of business on such
dividend payment record date shall be entitled to the dividend payable on such
shares on the corresponding dividend payment date notwithstanding the redemption
of such shares before such dividend payment date. Except as expressly provided
herein above, the Corporation shall make no payment or allowance for unpaid
dividends, whether or not in arrears, on shares of this Series called for
redemption.
(5) Notice of redemption shall be given by publication in a
newspaper of general circulation in the County of Los Angeles and The City of
New York, such publication to be made once a week for two successive weeks,
commencing not less than 30 nor more than 60 days prior to the date fixed for
redemption thereof. A similar notice will be mailed by the Company by first
class mail, postage pre-paid, to each record holder of the shares of this Series
to be redeemed, not less than 30 nor more than 60 days prior to such redemption
date, to the respective addresses of such holders as the same shall appear on
the stock transfer records of the Corporation. Each notice shall state: (i) the
redemption date; (ii) the number of shares of this Series to be redeemed; (iii)
the redemption price; (iv) the place or places where certificates for such
shares are to be surrendered for payment of the redemption price; and (v) that
dividends on the shares to be redeemed will cease to accumulate on such
redemption date. If fewer than all the shares of this Series held by any holder
are to be redeemed, the notice mailed to such holder shall also specify the
number of shares of this Series to be redeemed from such holder.
(6) In order to facilitate the redemption of shares of this
Series, the Board of Directors may fix a record date for the determination of
the shares to be redeemed, such record date to be not less than 30 nor more than
60 days prior to the date fixed for such redemption.
(7) Notice having been given as provided above, from and after
the date fixed for the redemption of shares of this Series by the Corporation
(unless the Corporation shall fail to make available the money necessary to
effect such redemption), the holders of shares selected for redemption shall
cease to be shareholders with respect to such shares and shall have no interest
in or claim against the Corporation by virtue thereof and shall have no voting
or other rights with respect to such shares, except the right to receive the
moneys payable upon such redemption from the Corporation, less any required tax
withholding amount, without interest thereon, upon surrender (and endorsement or
assignment of transfer, if required by the Corporation and so stated in the
notice) of their certificates, and the shares represented thereby shall no
longer be deemed to be outstanding. If fewer than all the shares represented by
a certificate are redeemed, a new certificate shall be issued, without cost to
the holder thereof, representing the unredeemed shares. The Corporation may, at
its option, at any time after a notice of redemption has been given, deposit the
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redemption price for the shares of this Series designated for redemption and not
yet redeemed, plus any accumulated and unpaid dividends thereon to the date
fixed for redemption, with the transfer agent or agents for this Series, as a
trust fund for the benefit of the holders of the shares of this Series
designated for redemption, together with irrevocable instructions and authority
to such transfer agent or agents that such funds be delivered upon redemption of
such shares and to pay, on and after the date fixed for redemption or prior
thereto, the redemption price of the shares to their respective holders upon the
surrender of their share certificates. From and after the making of such
deposit, the holders of the shares designated for redemption shall cease to be
shareholders with respect to such shares and shall have no interest in or claim
against the Corporation by virtue thereof and shall have no voting or other
rights with respect to such shares, except the right to receive from such trust
fund the moneys payable upon such redemption, without interest thereon, upon
surrender (and endorsement, if required by the Corporation) of their
certificates, and the shares represented thereby shall no longer be deemed to be
outstanding. Any balance of such moneys remaining unclaimed at the end of the
five-year period commencing on the date fixed for redemption shall be repaid to
the Corporation upon its request expressed in a resolution of its Board of
Directors.
(8) Any shares of this Series that shall at any time have been
redeemed shall, after such redemption, have the status of authorized but
unissued preferred shares, without designation as to series until such shares
are once more designated as part of a particular series by the Board of
Directors.
(9) If the Board of Directors of the Corporation shall, at any
time and in good faith, be of the opinion that ownership of securities of the
Corporation has or may become concentrated to an extent that may prevent the
Corporation from qualifying as a real estate investment trust under the REIT
Provisions of the Internal Revenue Code, then the Board of Directors shall have
the power, by lot or other means deemed equitable by them to prevent the
transfer of and/or to call for redemption a number of shares of this Series
sufficient, in the opinion of the Board of Directors, to maintain or bring the
direct or indirect ownership thereof into conformity with the requirements of
such a real estate investment trust under the REIT Provisions of the Internal
Revenue Code. The redemption price to be paid for shares of this Series so
called for redemption, on the date fixed for redemption, shall be the average of
the highest bid and the lowest asked quotations on the last business day prior
to the redemption date as reported by the National Quotation Bureau,
Incorporated or a similar organization selected from time to time by the
Corporation or if there be no such bid and asked quotations, as determined by
the Board of Directors in good faith; provided that if interests in shares of
this Series are represented by depositary shares, then the redemption price
shall be determined in accordance with the foregoing, but with respect to one
depositary share, multiplied by the number of depositary shares that together
represent an interest in one share of this Series. From and after the date fixed
for redemption by the Board of Directors, the holder of any shares of this
Series so called for redemption shall cease to be entitled to any distributions,
voting rights and other benefits with respect to such shares of this Series,
other than the right to payment of the redemption price determined as aforesaid.
"REIT Provisions of the Internal Revenue Code" shall mean Sections 856 through
860 of the Internal Revenue Code of 1986, as amended. In order to exercise the
redemption option set forth in this clause (9), with respect to the shares of
this Series, the Corporation shall give notice of redemption by publication in a
newspaper of general circulation in the County of Los Angeles and The City of
New York, such publication to be made once a week for two successive weeks,
commencing not less than 30 nor more than 60 days prior to the date fixed for
redemption. A similar notice will be mailed by the Corporation by first class
mail, postage pre-paid, to each record holder of the shares of this Series to be
redeemed, not less than 30 nor more than 60 days prior to such redemption date,
to the respective addresses of such holders as the same shall appear on the
stock transfer records of the Corporation. Each notice shall state: (i) the
redemption date; (ii) the number of shares of this Series to be redeemed; (iii)
the redemption price; (iv) the place or places where certificates for such
shares are to be surrendered for payment of the redemption price; and (v) that
dividends on the shares to be redeemed will cease to accumulate on such
redemption date. If fewer than all the shares of this Series held by any holder
are to be redeemed, the notice mailed to such holder shall also specify the
number of shares of this Series to be redeemed from such holder.
(d) MAINTENANCE OF DEBT RATIO. Without the affirmative vote or
the written consent of the holders of a majority of the shares of this Series,
the Corporation will not take any action that would result in a ratio of Debt to
Assets (the "Debt Ratio") in excess of 50%.
"DEBT" means, as of any date of determination, all liabilities
that should, in accordance with GAAP, be reflected as a liability on the
consolidated balance sheet of the Corporation as of such date of determination;
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provided, however, that "Debt" shall not include liabilities included in the
consolidated balance sheet under the headings "accrued and other liabilities" or
"minority interest" to the extent that the inclusion of such liabilities under
such headings is consistent with the Corporation's past practice.
"ASSETS" means, as of any date of determination, all assets
that should, in accordance with GAAP, be reflected as an asset on the
consolidated balance sheet of the Corporation as of such date of determination.
"GAAP" means generally accepted accounting principles as in
effect in the United States of America from time to time, consistently applied.
(e) VOTING RIGHTS. The shares of this Series shall not have
any voting powers either general or special, except as required by law, except
as set forth in Section (d) hereof and except that:
(1) (A) If the Corporation shall fail to pay full cumulative
dividends on the shares of this Series or any other of its preferred shares for
six quarterly dividend payment periods, whether or not consecutive (a "DIVIDEND
DEFAULT"), the holders of all outstanding preferred shares, voting as a single
class without regard to series, will be entitled to elect two Directors until
full cumulative dividends for all past dividend payment periods on all preferred
shares have been paid or declared and funds therefor set apart for payment. Such
right to vote separately as a class to elect Directors shall, when vested, be
subject, always, to the same provisions for the vesting of such right to elect
Directors separately as a class in the case of future Dividend Defaults. At any
time when such right to elect Directors separately as a class shall have so
vested, the Corporation may, and upon the written request of the holders of
record of not less than 20% of the total number of preferred shares of the
Corporation then outstanding shall, call a special meeting of stockholders for
the election of Directors. In the case of such a written request, such special
meeting shall be held within 90 days after the delivery of such request and, in
either case, at the place and upon the notice provided by law and in the Bylaws
of the Corporation, provided that the Corporation shall not be required to call
such a special meeting if such request is received less than 120 days before the
date fixed for the next ensuing Annual Meeting of Shareholders of the
Corporation and the holders of all classes of outstanding preferred shares are
afforded the opportunity to elect such Directors (or fill any vacancy) at such
Annual Meeting of Shareholders. Directors elected as aforesaid shall serve until
the next Annual Meeting of Shareholders of the Corporation or until their
respective successors shall be elected and qualified. If, prior to the end of
the term of any Director elected as aforesaid, a vacancy in the office of such
Director shall occur during the continuance of a Dividend Default by reason of
death, resignation, or disability, such vacancy shall be filled for the
unexpired term by the appointment of a new Director for the unexpired term of
such former Director, such appointment to be made by the remaining Director
elected as aforesaid.
(B) In addition to the right to elect Directors set
forth in clause (A) above, if, without the affirmative vote or the written
consent of the holders of a majority of the shares of this Series, on the last
day of two consecutive fiscal quarters of the Corporation, the Debt Ratio
exceeds 50% (a "DEBT RATIO DEFAULT"), the holders of all outstanding shares of
this Series, voting as a single class, will be entitled to elect two Directors
until the Debt Ratio as of the last day of a fiscal quarter of the Corporation
is reduced to 50% or less. Such right to vote separately as a class to elect
Directors shall, when vested, be subject, always, to the same provisions for the
vesting of such right to elect Directors separately as a class in the case of
future Debt Ratio Defaults. At any time when such right to elect Directors
separately as a class shall have so vested, the Corporation may, and upon the
written request of the holders of record of not less than 20% of the total
number of shares of this Series then outstanding shall, call a special meeting
of stockholders for the election of Directors. In the case of such a written
request, such special meeting shall be held within 90 days after the delivery of
such request and, in either case, at the place and upon the notice provided by
law and in the Bylaws of the Corporation, provided that the corporation shall
not be required to call such a special meeting if such request is received less
than 120 days before the date fixed for the next ensuing Annual Meeting of
Shareholders of the Corporation and the holders of shares of this Series are
afforded the opportunity to elect such Directors (or fill any vacancy) at such
Annual Meeting of Shareholders. Directors elected as aforesaid shall serve until
the next Annual Meeting of Shareholders of the Corporation or until their
respective successors shall be elected and qualified. If, prior to the end of
the term of any Director elected as aforesaid, a vacancy in the office of such
Director shall occur during the continuance of a Debt Ratio Default by reason of
death, resignation, or disability, such vacancy shall be filled for the
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unexpired term by the appointment of a new Director for the unexpired term of
such former Director, such appointment to be made by the remaining Director
elected as aforesaid.
(2) The affirmative vote or consent of the holders of at least
66 2/3% of the outstanding shares of this Series, voting separately as a class,
will be required for any amendment to the Articles of Incorporation of the
Corporation that will adversely alter or change the powers, preferences,
privileges or rights of the shares of this Series, except as set forth below.
The affirmative vote or consent of the holders of (i) at least 50% of the
outstanding shares of this Series, voting separately as a class, and (ii) at
least 66 2/3% of the outstanding shares of this Series and any other series of
preferred shares ranking on a parity with this Series as to dividends and upon
liquidation (including, without limitation, the shares of Series A, Series B,
Series D, Series E, Series F, Series G, Series H, Series I, Series J, Series K,
Series L, Series M, Series N and Series O Preferred Stock and Adjustable Rate
Preferred Stock), voting as a single class without regard to series, will be
required to issue, authorize or increase the authorized amount of any class or
series of shares ranking prior to this Series as to dividends or upon
liquidation or to issue or authorize any obligation or security convertible into
or evidencing a right to purchase any such security, but the Articles of
Incorporation may be amended to increase the number of authorized preferred
shares ranking on a parity with or junior to this Series or to create another
class of preferred shares ranking on a parity with or junior to this Series
without the vote of the holders of outstanding shares of this Series.
(3) The affirmative vote or consent of the holders of a
majority of the outstanding shares of this Series, voting separately as a class,
will be required for any amendment or repeal of the following provisions of the
Bylaws of the Corporation, which would be adverse to the interests of the
holders of shares of this Series, and for any other changes to the Bylaws of the
Corporation that affect these provisions in a manner which would be adverse to
the interests of the holders of shares of this Series: Article IV, Section 2
(relating to the Corporation's permissible Asset Coverage), Article VIII,
Section 2(g) and (h) (relating to the Corporation's investment policy) and each
of the defined terms used in any of the foregoing provisions.
(4) Except to the extent required pursuant to clause (3)
above, nothing herein shall be taken to require a class vote or consent in
connection with the authorization, designation, increase or issuance of any
shares of any class or series (including additional preferred shares of any
series) that rank junior to or on a parity with this Series as to dividends and
liquidation rights or in connection with the authorization, designation,
increase or issuance of any bonds, mortgages, debentures or other debt
obligations of the Corporation.
(5) The right to elect Directors set forth in clause (1)(B)
above is not intended to be the exclusive remedy of holders of the shares of
this Series in the event of a Debt Ratio Default.
(f) CONVERSION. The shares of this Series are not convertible
into shares of any other class or series of the capital stock of the
Corporation.
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