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EXHIBIT 2
CERTIFICATE OF DETERMINATION OF PREFERENCES
OF
8.600% CUMULATIVE PREFERRED STOCK, SERIES Q
OF
PUBLIC STORAGE, INC.
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[As Filed in the Office of the Secretary of State of the State of California
January 16, 2001]
The undersigned, Harvey Lenkin and Sarah Hass, 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 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 "8.600% Cumulative Preferred Stock, Series Q" consisting of 6,900
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 16th day of January, 2001.
/s/ HARVEY LENKIN
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Harvey Lenkin
President
/s/ SARAH HASS
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Sarah Hass
Secretary
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EXHIBIT A
RESOLUTION OF THE BOARD OF DIRECTORS
OF PUBLIC STORAGE, INC.
ESTABLISHING A SERIES OF 8.600% CUMULATIVE
PREFERRED STOCK, SERIES Q
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 "8.600% Cumulative Preferred Stock, Series Q," shall consist
of 6,900 shares and shall have the following rights, preferences and privileges:
(a) Dividend Rights.
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(1) Dividends shall be payable in cash on the shares 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 the
Deemed Original Issue Date (as defined below) to but excluding April 1, 2001,
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 April 1, 2001, and shall
end on and include the day next preceding the next Dividend Period Commencement
Date, at a rate per annum equal to 8.600% of the $25,000 per share stated value
thereof (the "Dividend Rate"). Dividends on each share of this Series shall be
cumulative from the Deemed Original Issue Date of such share and shall be
payable, without interest thereon, when, as and if declared by the Board of
Directors, on or before March 31, June 30, September 30 and December 31 of each
year, commencing on March 31, 2001 or, in the case of shares of this Series
with a Deemed Original Issue Date after March 31, 2001, the first such
dividend payment date following such Deemed Original Issue Date; provided, that
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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
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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 set aside
for 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.
"Deemed Original Issue Date" means (a) in the case of any share which
is part of the first issuance of shares of this Series or part of a subsequent
issuance of shares of this Series prior to April 1, 2001, the date of such
first issuance or subsequent issuance, as the case may be, and (b) in the case
of any share which is part of a subsequent issuance of shares of this Series on
or after April 1, 2001, the later of (x) April 1, 2001 and (y) the latest
Dividend Period Commencement Date which precedes the date of issuance of such
share and which succeeds the last Dividend Period for which full cumulative
dividends have been paid; provided that, in the case of any share which is part
of a subsequent issuance, the date of issuance of which falls between (i) the
record date for dividends payable on the first succeeding dividend payment date
and (ii) such dividend payment date, the "Deemed Original Issue Date" means the
date of the Dividend Period Commencement Date that immediately follows the date
of issuance.
(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 unless full cumulative
dividends have been or contemporaneously are declared and paid, or declared and
a sum sufficient for payment thereof is set apart for 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 Pre-
ferred Stock"), 9.20% Cumulative Preferred Stock, Series B (the "Series B
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Preferred Stock"), 9.50% Cumulative 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"), 8.75% Cumulative Preferred Stock, Series P (the Series P
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.
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In the event of any voluntary or involuntary liquidation, dissolu-
tion, 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
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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 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, Series O and Series P 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.
(c) Redemption.
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(1) Except as provided in clause (9) below, the shares of this Series
are not redeemable prior to January 19, 2006. 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) or by lot in a
manner determined by the Board of Directors.
(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
simulta-
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neously redeemed, and the Corporation shall not purchase or otherwise acquire,
directly or indirectly, any shares of this Series; provided, however, that the
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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
hereinabove, 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
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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
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
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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
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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; provided,
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however, that "Debt" shall not include liabilities included in the consolidated
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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
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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
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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 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 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 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, Series O and Series P 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
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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
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shares of any other class or series of the capital stock of the Corporation.
11
