Exhibit 3.2
RESTATED
CERTIFICATE OF INCORPORATION
(AS AMENDED)
OF
VINTAGE PETROLEUM, INC.
This Restated Certificate of Incorporation of Vintage Petroleum, Inc.,
which has been duly adopted in accordance with the provisions of Sections 242
and 245 of the General Corporation Law of the State of Delaware, amends and
restates the Restated Certificate of Incorporation of Vintage Petroleum, Inc.,
which was filed with the Secretary of State of the State of Delaware on January
2, 1987. Such Restated Certitficate of Incorporation is hereby amended and
restated to read, in its entirety, as follows:
FIRST. The name of the Corporation is VINTAGE PETROLEUM, INC.
SECOND. The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County
of New Castle, Delaware 19801. The name of its registered agent at such address
is The Corporation Trust Company.
THIRD. The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.
FOURTH. In furtherance of the objects and purposes of the Corporation,
the Corporation shall have all the powers and privileges granted by the General
Corporation Law of the State of Delaware, by any other law, or by this
Certificate of Incorporation, including, but without limitation, the following
powers, among others:
(a) To purchase or otherwise acquire, own, use, lease as lessor,
lease as lessee, sell or otherwise dispose of, develop, improve, maintain,
mortgage, pledge, encumber, hypothecate and otherwise deal in and with oil, gas,
petroleum, coal, sulphur, helium, hydrocarbons, natural resources, and other
mineral rights, leases, interests, claims, concessions, and fee lands, together
with all real property of whatsoever kind or nature; to find, locate, prospect
for, mine, drill for, explore for, produce, exploit, extract, and obtain oil,
gas, petroleum, coal, sulphur, helium, hydrocarbons, or any other minerals or
natural resources, and to that end, to drill wells or to sink shafts for the
same and to develop and improve all lands, leases, rights or claims wherever the
same may be found;
(b) To produce, mine, extract and recover oil, gas, petroleum, coal,
sulphur, helium, hydrocarbons, or other minerals or natural resources of every
kind and nature, and to market, store, treat, refine, process, distill,
transport, manufacture, purchase, sell, distribute, lease, trade, or otherwise
deal in and with the same and any and all derivatives thereof or products
therefrom; and in connection therewith, to build, purchase, or otherwise
acquire, lease as lessor, lease as lessee, maintain, operate, own, use,
mortgage, pledge, encumber, hypothecate, sell or otherwise dispose of, and to
deal in or with any and all necessary or convenient machinery, equipment,
apparatus, refineries, wells, mines, pumps, compressors, facilities, fixtures,
pipelines, lateral lines, gathering lines, storage tanks, appliances, materials,
buildings, plants, properties of every kind and nature, or appurtenances
thereto;
(c) To organize, promote, manage and participate in oil, gas,
petroleum, coal, sulphur, helium, hydrocarbons, or other mineral or natural
resource drilling, exploration, mining and/or development programs, partnerships
or ventures and, to that end, to participate in the same as a partner, agent,
manager, participant, or otherwise, and to offer, issue, sell, register,
guarantee, underwrite, transfer, convey, assign, hypothecate, exchange, accept,
deliver and otherwise deal in and with such programs, partnerships or ventures,
or securities, leases, properties or interests pertaining thereto;
(d) To generally engage in and carry on the business of exploration,
production, development and marketing of oil, gas, petroleum, coal, sulphur,
helium, hydrocarbons, or other minerals or natural resources of every kind and
description whatsoever;
(e) To generally carry on the business of buying, selling, leasing
(as lessor or lessee), dealing in and with, or otherwise investing in real
estate, oil, gas, petroleum, coal, sulphur, helium, hydrocarbons, and all other
minerals and natural resources;
(f) To perform any of the above enumerated objects and purposes
either in an individual capacity or as agent, manager or operator for any
domestic or foreign corporation, company, partnership, venture, association,
trust, firm or person;
(g) To engage in any other business incidental to, or connected
with, or similar to, the business of the Corporation set forth above;
(h) To do any and all things necessary or convenient to the business
of the Corporation as authorized by law; and
(i) To borrow or raise money and otherwise contract indebtedness for
any of the purposes of the Corporation; to draw, make, accept, endorse, execute
and issue promissory notes, drafts, bills of exchange, warrants, bonds,
debentures and other negotiable or non-negotiable instruments and evidences of
indebtedness; and to secure the payment of any of the foregoing and of the
interest thereon by mortgage, pledge, assignment, deed of trust or lien of or
upon any or all of the corporate property (real, personal or mixed), whether at
the time owned or thereafter acquired, and to sell, pledge or otherwise dispose
of such bonds or other obligations of the Corporation for its corporate
purposes.
FIFTH. (a) The total number of shares of all classes of stock which the
Corporation shall have authority to issue is eighty-five million (85,000,000)
shares consisting of eighty million (80,000,000) shares of Common Stock, having
a par value of One-Half Cent ($.005) per share, and five million (5,000,000)
shares of Preferred Stock, having a par value of One Cent ($.01) per share.
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(b) Each share of Common Stock shall entitle the registered holder
thereof to one vote on all matters brought before the stockholders of the
Corporation for a vote.
(c) The Corporation may issue one or more series of Preferred Stock,
each such series to consist of such number of shares as shall be determined by
resolution of the Board of Directors creating such series. The Preferred Stock
of each such series shall have such voting powers, full or limited, or no
voting powers, and such designations, preferences and relative, participating.
optional, redemption, conversion, exchange or other special rights, and
qualifications, limitations or restrictions thereof; as shall be stated and
expressed by the Board of Directors in the resolution or resolutions providing
for the issuance of such series of Preferred Stock pursuant to the authority to
do so which is hereby expressly vested in the Board of Directors.
(d) Upon adoption by the Board of Directors of a resolution or
resolutions regarding Preferred Stock, a Certificate of Designation of
Preferences and Rights of Preferred Stock, setting forth the voting powers,
designations, preferences, rights, qualifications and limitations with respect
to Preferred Stock, shall be filed with the appropriate Delaware authorities,
and, once filed, such Certificate of Designation shall be incorporated as an
integral part of this Article Fifth and may not be amended or changed without
the consent of a majority of the outstanding shares of such series of Preferred
Stock then outstanding.
(e) Except as otherwise provided in any resolution or resolutions of
the Board of Directors providing for the issuance of any particular series of
Preferred Stock, the number of shares of stock of any such series so set forth
in such resolution or resolutions may be increased (but not above the total
number of authorized shares of Preferred Stock) or decreased (but not below the
number of shares of such series then outstanding) by a resolution or resolutions
likewise adopted by the Board of Directors.
(f) Except as otherwise provided in any resolution or resolutions of
the Board of Directors providing for the issuance of any particular series of
Preferred Stock, Preferred Stock redeemed or otherwise acquired by the
Corporation shall assume the status of authorized but unissued Preferred Stock
and shall be unclassified as to series and may thereafter, subject to the
provisions of this Article Fifth and to any restrictions contained in any
resolution or resolutions of the Board of Directors providing for the issuance
of any such series of Preferred Stock, be reissued in the same manner as other
authorized but unissued Preferred Stock.
SIXTH. The Corporation is to have perpetual existence.
SEVENTH. The private property of the stockholders shall not be subject
to the payment of corporate debts to any extent whatever.
EIGHTH. In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to adopt, alter or
repeal the By-Laws of the Corporation.
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NINTH. Whenever a compromise or arrangement is proposed between the
Corporation and its creditors or any class of them and/or between the
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of the Corporation or of any creditor or stockholder thereof, or on the
application of any receiver or receivers appointed for the Corporation under the
provisions of Section 291 of Title 8 of the Delaware Code or on the application
of trustees in dissolution or of any receiver or receivers appointed for the
Corporation under the provisions of Section 279 of Title 8 of the Delaware Code,
order a meeting of the creditors or class of creditors and/or of the
stockholders or class of stockholders of the Corporation, as the case may be, to
be summoned in such manner as the said court directs. If a majority in number
representing three-fourths in value of the creditors or class of creditors, and
of the stockholders or class of stockholders of the Corporation, as the case may
be, agree to any compromise or arrangement and to any reorganization of the
Corporation as consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders or class of
stockholders, of the Corporation, as the case may be, and also on the
Corporation.
TENTH. Meetings of the stockholders may be held within or without the
State of Delaware, as the By-Laws may provide. The books of the Corporation may
be kept (subject to any provision contained in the statutes) outside the State
of Delaware at such place or places as may be designated from time to time by
the Board of Directors or in the By-Laws of the Corporation. Elections of
Directors need not be by written ballot unless the By-Laws of the Corporation
shall so provide.
ELEVENTH. The Corporation reserves the right to amend, alter, change or
repeal any provisions contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.
TWELFTH. To the fullest extent permitted by the General Corporation Law
of the State of Delaware, as the same exists or may hereafter be amended, a
director of the Corporation shall not be personally liable to the Corporation or
its stockholders for monetary damages for breach of fiduciary duty as a
director. No amendment to or repeal of this Article Twelfth shall apply to, or
have any effect on, the liability or alleged liability of any director of the
Corporation for or with respect to any acts or omissions of such director
occurring prior to such amendment or repeal.
THIRTEENTH. The business of the Corporation shall be managed under the
direction of a Board of Directors in accordance with the following:
(a) The number of directors constituting the entire Board of
Directors shall be not less than three (3) directors, nor more than fifteen (15)
directors, the exact number within such limits to be determined from time to
time by resolution adopted by the affirmative vote of a majority of the entire
Board of Directors, provided however, that the number of directors shall not be
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reduced so as to shorten the term of any director at that time in office, and
provided further, that the number of directors constituting the entire Board of
Directors shall be six (6) until otherwise fixed by a majority of the entire
Board of Directors.
(b) The Board of Directors shall be divided into three classes,
designated Class I, Class II and Class III. All classes shall be as nearly
equal in number as possible, and no class shall include less than one (1)
director. The terms of office of the directors initially classified shall be as
follows: at the 1990 annual meeting of stockholders, Class I directors shall be
elected for a one-year term expiring at the next annual meeting of
stockholders; Class II directors for a two-year term expiring at the second
succeeding annual meeting of stockholders; and Class III directors for a three-
year term expiring at the third succeeding annual meeting of stockholders. At
each annual meeting of stockholders after such initial classification, directors
to replace those whose terms expire at such annual meeting shall be elected to
hold office until the third succeeding annual meeting. Each director shall hold
office until the expiration of that director's term and until that director's
successor is elected and qualifies or until that director's earlier death,
resignation or removal. If the number of directors is changed in accordance with
the terms of this Certificate of Incorporation, any increase or decrease shall
be apportioned among the classes so as to maintain the number of directors in
each class as nearly equal in number as possible.
(c) Nominations of candidates for election as directors of the
Corporation at any meeting of the stockholders at which election of one or
more directors shall be held (an "Election Meeting") may be made by or at the
direction of the Board of Directors or by any stockholder entitled to vote at
such Election Meeting, in accordance with the following procedures. Nominations
made by or at the direction of the Board of Directors may be made at any time.
At the request of the Secretary of the Corporation, each proposed nominee shall
provide the Corporation with such information concerning the proposed nominee as
is required, under the rules of the Securities and Exchange Commission, to be
included in the Corporation's proxy statement soliciting proxies for the
nominee's election as a director. Nominations, other than those made by or at
the direction of the Board of Directors, shall be made pursuant to timely notice
in writing to the Secretary of the Corporation. Not less than forty-five (45)
days nor more than ninety (90) days prior to the date of the Election Meeting
any stockholder who intends to make a nomination at the Election Meeting shall
deliver a notice to the Secretary of the Corporation setting forth (1) the
name, age, business address and residence address of each nominee proposed in
such notice, (2) the principal occupation or employment of each such nominee,
(3) the number and type of shares of stock of the Corporation which are
beneficially owned by each such nominee, and (4) such other information
concerning each such nominee as would be required, under the rules of the
Securities and Exchange Commission, in a proxy statement soliciting proxies for
the election of such nominees. Such notice shall include a signed consent of
each such nominee to serve as a director of the Corporation, if elected. In the
event that a person who is validly designated as a nominee in accordance with
this paragraph shall thereafter become unable or unwilling to stand for election
to the Board of Directors, the Board of Directors may designate a substitute
nominee. If the Chairman of the Election Meeting determines that a nomination
was not made in accordance with the foregoing procedures, such nomination shall
be void.
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(d) Any vacancies in the Board of Directors for any reason, and any
directorships resulting from any increase in the number of directors, may be
filled by the Board of Directors, acting by a majority of the directors then in
office, although less than a quorum, and any director so chosen shall hold
office until the next election of the class for which such director shall have
been chosen and until such director's successor shall be elected and shall
qualify.
(e) Notwithstanding any other provisions of this Certificate of
Incorporation or the By-Laws of the Corporation (and notwithstanding the fact
that some lesser percentage may be specified by law, this Certificate of
Incorporation or the By-Laws of the Corporation), any director or the entire
Board of Directors may be removed at any time by the affirmative vote of a
majority of the outstanding shares of stock of the Corporation entitled to vote
on that matter, but only for cause.
(f) Notwithstanding the foregoing, whenever the holders of any one or
more classes or series of Preferred Stock issued by the Corporation shall have
the right, voting separately by class or series, to elect directors at an annual
or special meeting of stockholders, the election, term of office, filling of
vacancies and other features of such directorships shall be governed by the
terms of this Certificate of Incorporation applicable thereto (including the
resolutions adopted by the Board of Directors pursuant to Article Fifth), and
such directors so elected shall not be divided into classes pursuant to
paragraph (b) of this Article Thirteenth unless expressly provided by such
terms.
(g) Notwithstanding any other provisions of this Certificate of
Incorporation or the By-Laws of the Corporation (and notwithstanding the fact
that a lesser percentage may be specified by law, this Certificate of
Incorporation or the By-Laws of the Corporation), any proposal to amend or
repeal, or adopt any provision inconsistent with, this Article Thirteenth or any
provision hereof shall require the affirmative vote of the holders of seventy-
five percent (75%) or more of the outstanding shares of stock of the Corporation
entitled to vote on such matter.
FOURTEENTH. No action required to be taken or which may be taken at
any annual or special meeting of stockholders of the Corporation may be taken
without a meeting, and the power of stockholders to consent in writing, without
a meeting, to the taking of any action is specifically denied.
FIFTEENTH. (a) In addition to any affirmative vote required by law, by
this Certificate of Incorporation or otherwise, and except as expressly provided
in paragraph (b) of this Article Fifteenth, approval of any Business Combination
(such term and other capitalized terms used in this Article Fifteenth being
defined in paragraph (c) of this Article Fifteenth) shall require the
affirmative vote of at least two-thirds of the Voting Shares, voting together as
a single class, excluding Voting Shares beneficially owned by the interested
Stockholder involved in such Business Combination. Such affirmative vote shall
be required notwithstanding the fact that no vote may be required or that a
lesser percentage or a separate class vote may be specified by law, agreement or
otherwise.
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(b) Paragraph (a) of this Article Fifteenth shall not apply to a
particular Business Combination, if all of the conditions specified in
either subparagraph (1) or (2) below are met:
(1) The Business Combination has been approved by a majority of
the Continuing Directors; or
(2) Both of the following conditions are met:
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(A) The aggregate amount of cash and the Fair Market Value,
determined as of the date of the consummation of the Business
Combination, of consideration other than cash to be received per
share by holders of Common Stock in such Business Combination shall
be at least equal to the highest of the following:
(i) The highest per share price (including any brokerage
commissions, transfer taxes and soliciting dealers' fees) paid
by the Interested Stockholder for any Voting Shares acquired
by it (a) within the two-year period immediately prior to the
date of the first public announcement of the proposed Business
Combination, or (b) in the transaction in which it became an
Interested Stockholder, whichever is higher;
(ii) The Fair Market Value per share of Common Stock on
the date of the first public announcement of the proposed
Business Combination or on the date on which the Interested
Stockholder became an Interested Stockholder, whichever is
higher; or
(iii) The per share book value of the Common Stock as
reported at the end of the fiscal quarter immediately
preceding the date of the first public announcement of the
proposed Business Combination.
The price determined in accordance with clauses (i), (ii) and (iii)
above shall be subject to appropriate adjustment in the event of any
stock split, stock dividend, subdivision or reclassification with
respect to Common Stock.
(B) The consideration, to be received by holders of Common
Stock in the Business Combination shall be either all cash or cash and
non-cash consideration in the same form as previously paid by the
Interested Stockholder in connection with its acquisition of Beneficial
Ownership of shares of Common Stock of the Corporation. If the
consideration paid for the Common Stock by the Interested Stockholder
varied as to form, the form of consideration to be paid in the Business
Combination shall be either cash or the same type of consideration used
to acquire the largest number of shares of Common Stock previously
acquired by the Interested Stockholder. The non-cash portion, if any, of
the consideration to be paid in the Business Combination shall not be
greater than the non-cash portion of consideration paid by the
Interested Stockholder in connection
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with its acquisition of Beneficial Ownership of the largest number of
shares of Common Stock of the Corporation. The value of any non-cash
consideration to be paid in the Business Combination shall be determined
as of the date of consummation of the Business Combination.
(c) For the purposes of this Article Fifteenth, the following terms when
capitalized shall have the following meanings:
(1) "Affiliate" of any Person shall mean and include any other Person
that, directly or indirectly, or through one or more intermediaries,
controls, or is controlled by, or is under common control with such Person,
including without limitation an officer, director, general partner or
Beneficial Owner of ten percent (10%) or more of any class of equity
securities of such Person or any parent or Subsidiary thereof, and the
spouse or other relative who has the same home as such Person.
(2) "Beneficial Owner" of a Voting Share shall mean a Person and its
Affiliates who, directly or indirectly, have:
(A) The power to vote or direct the voting of such Voting Share;
(B) Investment power to dispose of or direct the disposition of such
Voting Share; or
(C) The right to become the Beneficial Owner of such Voting Share
within sixty (60) days.
(3) "Business Combination" shall mean any of the following:
(A) Any merger or consolidation of the Corporation or any Subsidiary
with or into (i) any Interested Stockholder or (ii) any other corporation
which is or, after such merger or consolidation, would be an Interested
Stockholder or an Affiliate of an Interested Stockholder;
(B) Any sale, lease, exchange, mortgage, pledge, transfer or other
disposition to or with any Interested Stockholder or any Affiliate of any
Interested Stockholder of any assets of the Corporation or any Subsidiary
having an aggregate Fair Market Value of One Million Dollars ($1,000,000)
or more in one transaction or a series of related transactions;
(C) The issuance or transfer by the Corporation or any Subsidiary of
any securities of the Corporation or any Subsidiary to any Interested
Stockholder or any Affiliate of any Interested Stockholder in exchange for
cash, securities or other property (or a combination thereof) having an
aggregate Fair Market Value of One Million Dollars ($1,000,000) or more in
one transaction or a series of related transactions;
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(D) Adoption of any plan for the liquidation or dissolution of the
Corporation proposed by or on behalf of any Interested Stockholder or any
Affiliate of any Interested Stockholder;
(E) Any reclassification of securities (including any stock split or
reverse stock split) or recapitalization of the Corporation, or any merger
or consolidation of the Corporation with any Subsidiary or any similar
transaction (whether or not with or into or otherwise involving an
Interested Stockholder) which has the effect, directly or indirectly, of
increasing the proportionate share of the outstanding shares of any class
of equity or convertible securities of the Corporation or any Subsidiary
which is directly or indirectly owned by any Interested Stockholder or any
Affiliate of any Interested Stockholder; or
(F) Any agreement, contract or other arrangement providing for any of
the transactions described in this definition of Business Combination.
(4) "Continuing Director," with respect to any particular Business
Combination with, or proposed by or on behalf of, any Interested Stockholder
or any Affiliate of any Interested Stockholder or any person who thereafter
would be an Affiliate of any Interested Stockholder, means any member of the
Board of Directors of the Corporation, while such person is a member of the
Board of Directors, who is not an Affiliate or representative of such
Interested Stockholder and was a member of the Board of Directors prior to
the time that such Interested Stockholder became an Interested Stockholder,
and any successor of a Continuing Director, while such successor is a member
of the Board of Directors, who is not an Affiliate or representative of such
Interested Stockholder and is recommended or elected to succeed the
Continuing Director by a majority of Continuing Directors.
(5) "Fair Market Value" shall mean:
(A) In the case of stock, the highest closing sale price during the
30-day period immediately preceding the date in question of a share of
such stock on the Composite Tape for New York Stock Exchange-Listed Stocks,
or, if such stock is not quoted on the Composite Tape, on the New York
Stock Exchange, or, if such stock is not listed on such Exchange, on the
principal United States Securities exchange registered under the Securities
Exchange Act of 1934 on which such stock is listed, or, if such stock is
not listed on any such exchange, the highest closing sale price with
respect to a share of stock during the 30-day period preceding the date in
question as reported by the National Association of Securities Dealers,
Inc. Automated Quotation System ("NASDAQ") or any similar system then in
use, or if no such sale prices are available, the highest of the means
between the last reported bid and ask price with respect to a share of such
stock on each day during the 30-day period preceding the date in question
as reported by NASDAQ, or if no such quotations are available, the fair
market
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value on the date in question of a share of such stock as determined in
good faith by a majority of the Continuing Directors; and
(B) In the case of property other than cash or stock, the fair market
value of such property on the date in question as determined in good faith
by a majority of the Continuing Directors.
(6) "Interested Stockholder" shall mean any Person (other than the
Corporation or any corporation of which a majority of each class of equity
securities is owned, directly or indirectly, by the Corporation) which, as
of the record date for the determination of stockholders entitled to notice
of and to vote on a Business Combination, or immediately prior to the
consummation of any such transaction:
(A) Is the Beneficial Owner, directly or indirectly, of more than ten
percent (10%) of the Voting Shares; or
(B) Is an Affiliate of the Corporation and at any time within two
years prior thereto was the Beneficial Owner, directly or indirectly, of
not less than ten percent (10%) of the then outstanding Voting Shares; or
(C) Is an assignee of or successor in interest to any shares of
capital stock of the Corporation which were at any time within two years
prior thereto Beneficially Owned by any Interested Stockholder, and such
assignment or succession shall have occurred in the course of a transaction
or series of transactions not involving a public offering within the
meaning of the Securities Act of 1933.
(7) "Person" shall mean any individual, corporation, partnership or
other entity.
(8) "Subsidiary" shall mean any corporation of which a majority of the
outstanding shares of any class of equity securities is owned directly or
indirectly by the Corporation.
(9) "Voting Shares" shall mean all issued and outstanding shares of
equity securities and all rights to acquire any equity securities which are
generally entitled to vote in the election of directors. The number of
Voting Shares deemed to be outstanding shall include shares of which an
Interested Stockholder is deemed to be the Beneficial Owner, but shall not
include any other Voting Shares which may be issuable to other persons
pursuant to any agreement, arrangement or understanding, or upon exercise of
conversion rights, warrants or options, or otherwise.
(10) In the event of any Business Combination in which the Corporation
survives, the phrase "consideration other than cash to be received," as used
in paragraph
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(b)(2)(A) of this Article Fifteenth, shall include the shares of Common
Stock and/or the shares of any other class or series of capital stock
retained by the holders of such shares.
(d) A majority of the Continuing Directors shall have the power and duty
to determine in good faith, for the purposes of this Article Fifteenth, on the
basis of information known to them, (1) whether a Person is an Interested
Stockholder, (2) the number of Voting Shares of which any Person is the
Beneficial Owner, (3) whether a Person is an Affiliate of another, (4) whether
a Person has the power to vote or dispose of Voting Shares or to direct the
voting or disposition of Voting Shares, (5) whether the assets subject to any
Business Combination or the consideration received for the issuance or transfer
of securities by the Corporation or any Subsidiary in any Business Combination
has an aggregate Fair Market Value of One Million Dollars ($1,000,000) or
more, or (6) whether a Person has the right to become the Beneficial Owner of
Voting Shares. A majority of the entire Board of Directors shall have the power
and duty to determine in good faith, for the purposes of this Article Fifteenth,
on the basis of information known to them, whether a director is a Continuing
Director.
(e) Nothing contained in this Article Fifteenth shall be construed to
relieve any Interested Stockholder from any fiduciary obligation imposed by law.
(f) Notwithstanding any other provisions of this Certificate of
Incorporation or the By-Laws of the Corporation (and notwithstanding the fact
that a lesser percentage may be specified by law, this Certificate of
Incorporation or the By-Laws of the Corporation), any proposal to amend, repeal,
or adopt any provision inconsistent with, this Article Fifteenth or any
provision hereof shall require the affirmative vote of the holders of seventy-
five percent (75%) or more of the Voting Shares, voting together as a single
class, excluding, when such proposal is made by or on behalf of an Interested
Stockholder or its Affiliates, the Voting Shares beneficially owned by such
Interested Stockholder, unless such amendment, repeal or adoption is declared
advisable by the affirmative vote of (1) two-thirds of the entire Board of
Directors, and (2) a majority of the Continuing Directors.
IN WITNESS WHEREOF, the undersigned have set their hands this 5th day of
June, 1990.
/s/ Jo Bob Hille
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Jo Bob Hille
President
ATTEST:
/s/ William C. Barnes
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William C. Barnes, Secretary
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