EXHIBIT 4.1
CERTIFICATE OF DESIGNATIONS
RIGHTS, PREFERENCES, PRIVILEGES AND RESTRICTIONS
OF 6% SERIES G CUMULATIVE CONVERTIBLE REDEEMABLE
PREFERRED STOCK BY RESOLUTION OF
THE BOARD OF DIRECTORS OF
eGLOBE, INC.
PURSUANT TO SECTION 151 OF THE GENERAL
CORPORATION LAW OF THE STATE OF DELAWARE
6% SERIES G CUMULATIVE CONVERTIBLE
REDEEMABLE PREFERRED STOCK
I, Christopher J. Vizas, Chairman of the Board of eGlobe, Inc. (the
"Corporation"), a corporation organized and existing under and by virtue of the
General Corporation Law of the State of Delaware ("DGCL"), DO HEREBY CERTIFY
that, pursuant to authority conferred upon the Board of Directors by the
Restated Certificate of Incorporation, as amended, of the Corporation (the
"Certificate of Incorporation"), the Board of Directors, in accordance with the
provisions of Section 151 of the DGCL, adopted the following resolution,
effective as of June 8, 1999 providing for the creation of the 6% Series G
Cumulative Convertible Redeemable Preferred Stock:
RESOLVED that, pursuant to Article IV of the Certificate of
Incorporation of the Corporation, there be and hereby is authorized and created
a series of Cumulative Convertible Redeemable Preferred Stock consisting of 1
share having a par value of $.001 per share, which series shall be titled "6%
Series G Cumulative Convertible Redeemable Preferred Stock."
The designations, rights, preferences, privileges and restrictions of
the 6% Series G Cumulative Convertible Redeemable Preferred Stock shall be made
as follows:
1. Designation and Amount. This series of Preferred Stock shall be
designated and known as "6% Series G Cumulative Convertible Redeemable Preferred
Stock" (the "Series G Preferred Stock") and shall consist of 1 share. The par
value of the Series G Preferred Stock shall be $.001 per share. Certain defined
terms used herein are defined in paragraph 10 below.
2. Voting. 2(a) Except as may be otherwise provided by these terms of
the Series G Preferred Stock or by law, the holders of Series G Preferred Stock
shall have no voting rights unless dividends payable on the shares of Series G
Preferred Stock are in arrears for six quarterly periods, in which case the
holders of Series G
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Preferred Stock voting separately as a class with the shares of any other
Preferred Stock having similar voting rights, will be entitled at the next
regular or special meeting of stockholders of the Corporation to elect one
director (such voting rights will continue until such time as the dividend
arrearage on Series G Preferred Stock has been paid in full).
2(b) The affirmative vote or consent of holders of at least 66 2/3% of
the outstanding shares of Series G Preferred Stock will be required for the
issuance of any class or series of stock of the Corporation after the date
hereof ranking senior to or pari passu with the shares of Series G Convertible
Preferred Stock (other than the series of Preferred Stock authorized as of the
date hereof and other than the Series G Preferred Stock, which is presently
proposed to be authorized) as to dividends or rights on liquidation, winding up
and dissolution. Whenever holders of Series G Preferred Stock are required or
permitted to take any action by vote as a single class or series, such action
may be taken without a meeting by written consent, setting forth the action so
taken and signed by the holders of the Series G Preferred Stock having not less
than the minimum number of votes that would be necessary to authorize or take
such action at a meeting at which all shares entitled to vote thereon were
present and voted.
3. Dividends. 3(a) The holders of the Series G Preferred Stock shall be
entitled to receive, out of funds legally available therefor, when, as and if
declared by the Board of Directors, cumulative annual dividends of 6.0%
(computed on a simple basis, without compounding) of the Liquidation Amount (as
defined below) per share of Series G Preferred Stock outstanding (the "Accruing
Dividends"). Accruing Dividends shall accrue from the Issue Date (whether or not
the Corporation has earnings, there are funds legally available therefor or such
dividends are declared) and shall be fully cumulative. Accruing Dividends shall
be payable annually out of assets legally available therefor on June 30 (each of
such dates being hereinafter referred to as a "Dividend Payment Date"),
commencing June 30, 2000, when, as and if declared by the Board of Directors.
3(b) On each Dividend Payment Date commencing June 30, 2000, or upon
conversion of Series G Preferred Stock, Accruing Dividends, may at the option of
the Corporation, be payable (i) in cash, (ii) in kind in fully paid
nonassessable shares of Common Stock (including fractional shares, as necessary)
valued at the Market Price, or (iii) a combination thereof; provided, however
that the Corporation may pay Accruing Dividends in kind only to the extent that
such payment would not require shareholder approvals (including under rules of
the Nasdaq Stock Market) or such shareholder approvals shall have been obtained.
3(c) All shares of Series G Preferred Stock which may be issued as a
dividend will thereupon be duly authorized, validly issued, fully paid and
nonassessable.
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3(d) The record date for the payment of Accruing Dividends shall,
unless otherwise altered by the Corporation's Board of Directors, be the
fifteenth day of the month immediately preceding the month in which the Dividend
Payment Date occurs, but in no event more than sixty (60) days nor less than ten
(10) days prior to the Dividend Payment Date
3(e) No dividends shall be granted on any Common Stock or other Junior
Stock unless and until all accrued but unpaid dividends with respect to the
Series G Preferred Stock have been paid in full. Accruing Dividends shall not be
payable unless and until all accrued but unpaid dividends with respect to any
Senior Stock then outstanding have been paid in full. All dividends with respect
to the Series G Preferred Stock shall be payable on a parity basis with
dividends (including accrued but unpaid dividends) on Parity Stock.
4. Liquidation. 4(a) (i) Upon any liquidation, dissolution or winding
up of the Corporation, whether voluntary or involuntary, the holder(s) of each
outstanding share of Series G Preferred Stock shall first be entitled, before
any distribution or payment is made upon any Junior Stock but after the full
liquidation preference has been paid with respect to all Senior Stock, and on a
parity basis with all Parity Stock, to be paid, in the case of each such share,
an amount equal to $3,000,000 divided by the number of shares of Series G
Preferred Stock then outstanding (the "Liquidation Amount"), plus accrued and
unpaid dividends thereon (collectively, the "Liquidation Preference"). If upon
such liquidation, dissolution or winding up of the Corporation, whether
voluntary or involuntary, the assets to be distributed among the holders of
Series G Preferred Stock shall be insufficient to permit payment in full to all
holders of Series G Preferred Stock of the aggregate Liquidation Preference and
the amount of any payment to all holders of any other class or series of
Preferred Stock ranking on parity with the Series G Preferred Stock as to
liquidation, then the entire assets of the Corporation to be so distributed
shall be distributed ratably among the holders of Series G Preferred Stock and
the holders of any other class or series of Preferred Stock ranking on parity
with the Series G Preferred Stock as to liquidation, in accordance with the
respective amounts payable on liquidation upon the shares of Series G Preferred
Stock and such Preferred Stock ranking on parity with the Series G Preferred
Stock as to liquidation. After payment in full to the holders of Series G
Preferred Stock of the aggregate Liquidation Preference as aforesaid, holders of
the Series G Preferred Stock shall, as such, have no right or claim to any of
the remaining assets of the Corporation.
(ii) Written notice of any such liquidation, dissolution or winding up,
stating a payment date and the place where said payments shall be made, shall be
given (A) by certified or registered mail, postage prepaid, (B) by a nationally
known overnight delivery service or (C) by hand, not less than 45 days prior to
the payment date stated therein, to each holder of record of Series G Preferred
Stock,
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such notice to be addressed to each such holder at its address as shown
by the records of the Corporation.
4(b) None of the merger or the consolidation of the Corporation, or the
sale, lease or conveyance of all or substantially all of its property and
business as an entirety, shall be deemed to be a liquidation, dissolution or
winding up of the Corporation within the meaning of this paragraph 4, unless
such sale, lease, or conveyance shall be in connection with a plan of
liquidation, dissolution or winding up of the Corporation.
5. Conversion. The holders of shares of Series G Preferred Stock shall
have the following conversion rights:
5(a). Right to Convert. (i) Subject to the terms and conditions of
paragraph 5, from and after October 1, 1999, any share or fraction of a share of
Series G Preferred Stock shall be convertible at the option of the holder into
such number of fully paid and nonassessable shares of Common Stock (the
"Conversion Rate") as is obtained by (1) multiplying the number of shares or
fraction of a share of Series G Preferred Stock by the Liquidation Amount and
(2) dividing the result by the price (the "Conversion Price") that equals the
greater of (A) 75% of the Market Price of the Common Stock on the date notice of
conversion is received by the Company and all other conditions to or
requirements for the conversion of the Series G Preferred Stock have been
satisfied, and (B) $3.00 (which $3.00, as it may have last been adjusted
pursuant to the terms hereof, is referred to herein as the "Minimum Conversion
Price").
(ii) A holder's rights of conversion shall be exercised by the holder
thereof by giving written notice that the holder elects to convert a stated
number of shares or fraction of a share of Series G Preferred Stock into Common
Stock. Such written notice may be given by telecopying a written and executed
notice of conversion to the Corporation at its main telecopier number at its
principal office and delivering within five (5) business days thereafter, to the
Corporation at its principal office (or such other office or agency of the
Corporation as the Corporation may designate by notice in writing to the holders
of the Series G Preferred Stock), together with a copy to the Corporation's
transfer agent, the original notice of conversion by express courier, together
with a certificate or certificates for the shares to be so converted, duly
endorsed to the Corporation or in blank, and with a statement of the name or
names (with address) in which the certificate or certificates for shares of
Common Stock shall be issued; provided, however, that the Corporation shall not
be obligated to issue certificates for shares of Common Stock in any name other
than the name or names set forth on the certificates for the shares of Series G
Preferred Stock being converted unless all requirements for transfer of Series G
Preferred Stock have been complied with. Conversion shall be effective upon
receipt by the Corporation and the transfer agent of the telecopied notice
(provided that the
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original notice and the share certificate or certificates are sent to the
Corporation and the transfer agent as contemplated above).
(iii) In case of any liquidation of the Corporation, all rights of
conversion shall cease and terminate at the close of business on the business
day preceding the date fixed for payment of the amount to be distributed to the
holders of the Series G Preferred Stock pursuant to paragraph 4.
5(b). Issuance of Certificates; Time Conversion Effected. (i) Promptly
after the receipt of the written notice referred to in subparagraph 5(a)(ii),
and surrender of the certificate or certificates for the share (or fraction of
share) of Series G Preferred Stock to be converted, the Corporation shall issue
and deliver or cause to be issued and delivered, to such holder of Series G
Preferred Stock or to such holder's nominee or nominees, registered in such name
or names as such holder may direct, a certificate or certificates for the number
of shares of Common Stock, including, subject to subparagraph 5(c) below,
fractional shares, as necessary, issuable upon the conversion of such share (or
fraction of share) of Series G Preferred Stock. Upon the effectiveness of
conversion the rights of the holder of such share or shares of Series G
Preferred Stock being converted shall cease, and the Person or Persons in whose
name or names any certificate or certificates for shares of Common Stock shall
be issuable upon such conversion shall be deemed to have become the holder or
holders of record of the shares represented thereby.
(ii) The Corporation shall not be obligated to issue certificates
evidencing the shares of Common Stock issuable upon such conversion unless the
certificates evidencing such shares of Series G Preferred Stock are either
delivered to the Corporation or its transfer agent as provided herein, or the
holder notifies the Corporation or its transfer agent that such certificates
have been lost, stolen or destroyed and executes an agreement satisfactory to
the Corporation to indemnify the Corporation from any loss incurred by it in
connection with such certificates.
5(c). Fractional Shares; Partial Conversion. In the event that the
computation pursuant to subparagraph 5(a) of the number of shares of Common
Stock issuable upon conversion of shares of Series G Preferred Stock results in
any fractional share of Common Stock, the Corporation may, at its option, issue
fractional shares or scrip representing fractional shares of Common Stock or pay
in cash the value of such fractional shares of Common Stock upon such
conversion, which for this purpose shall be deemed to equal the Market Price as
of the conversion date. In case the number of shares (or fraction of a share) of
Series G Preferred Stock represented by the certificate or certificates
surrendered pursuant to subparagraph 5(a) exceeds the number of shares
converted, the Corporation shall, upon such conversion, issue and deliver to the
holder of the Certificate or Certificates so surrendered, at the expense of the
Corporation, a new certificate or certificates for the number of shares of
Series G Preferred Stock represented by the certificate or certificates
surrendered which are not to be converted, and which new certificate
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or certificates shall entitle the holder thereof to the rights of the shares (or
fraction of a share) of Series G Preferred Stock represented thereby to the same
extent as if the Certificate theretofore covering such unconverted shares had
not been surrendered for conversion.
5(d). Subdivision or Combination of Common Stock. In case the
Corporation shall at any time subdivide (by any stock split, stock dividend or
otherwise) its outstanding shares of Common Stock into a greater number of
shares, the Minimum Conversion Price shall be proportionately reduced, and,
conversely, in case the outstanding shares of Common Stock shall be combined
into a smaller number of shares, the Minimum Conversion Price shall be
proportionately increased.
5(e). Reorganization. Reclassification. Merger or Distribution. If any
of the following shall occur: (i) any consolidation or merger to which the
Corporation is a party other than a merger in which the Corporation is the
continuing corporation and which does not result in any reclassification of, or
change (other than a change in name, or par value, or from par value to no par
value, or from no par value to par value, or as a result of a subdivision or
combination) in, the outstanding shares of Common Stock, or (ii) any sale or
conveyance of all or substantially all of the property or business of the
Corporation as an entirety, then, as a condition of such distribution,
reorganization, classification, consolidation, merger, sale or conveyance,
lawful and adequate provisions shall be made whereby each holder of a share or
shares of Series G Preferred Stock shall thereupon have the right to receive,
upon the basis and upon the terms and conditions specified herein and in lieu of
the shares of Common Stock immediately theretofore receivable upon the
conversion of such share or shares of Series G Preferred Stock, such shares of
stock, securities, evidence of indebtedness or assets as may be issued or
payable in such transaction with respect to or in exchange for a number of
outstanding shares of such Common Stock equal to the number of shares of such
Common Stock immediately theretofore receivable upon such conversion had such
distribution, reorganization, reclassification, consolidation, merger, sale or
conveyance not already taken place, and in such case appropriate provisions
shall be made with respect to the right and interests of such holder to the end
that the provisions hereof shall thereafter be applicable, as nearly as may be,
in relation to any shares of stock, securities, evidence of indebtedness or
assets thereafter deliverable upon the exercise of such conversion rights.
Anything herein to the contrary notwithstanding, if the provisions of this
subparagraph 5(e) shall be deemed to apply to any distribution, reorganization,
reclassification, consolidation, merger, sale or conveyance in respect of the
Corporation or its capital stock, no duplicative adjustments shall be made
pursuant to subparagraph 5(d) upon the occurrence of such distribution,
reorganization, reclassification, consolidation, merger, sale or conveyance.
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5(f). Notice of Adjustment. Upon any adjustment of the Minimum
Conversion Price, then and in each such case the Corporation shall give written
notice thereof, (i) by certified or registered mail, postage prepaid, (ii) by a
nationally known overnight delivery service or (iii) delivered by hand,
addressed to each holder of shares of Series G Preferred Stock at the address of
such holder as shown on the books of the Corporation, which notice shall state
the Minimum Conversion Price resulting from such adjustment, setting forth in
reasonable detail the method upon which such calculation is based.
5(g). Other Notices. In case at any time:
(i) the Corporation shall declare any dividend upon its Common
Stock payable in cash or stock or make any other distribution to the holders of
its Common Stock;
(ii) the Corporation shall offer for subscription pro rata to
the holders of its Common Stock any additional shares of stock of any class or
other rights;
(iii) there shall be any distribution (other than a cash
dividend) on the capital stock of the Corporation or capital reorganization or
reclassification of the capital stock of the Corporation, or a consolidation or
merger of the Corporation with or into, or a sale of all or substantially all
its assets to, another entity or entities; or
(iv) there shall be a voluntary or involuntary dissolution,
liquidation or winding up of the Corporation;
then, in any one or more of said cases, the Corporation shall give (A) by
certified or registered mail, return receipt requested, postage prepaid, (B) by
a nationally known overnight delivery service or (C) delivered by hand,
addressed to each holder of any shares of Series G Preferred Stock at the
address of such holder as shown on the books of the Corporation at least 30
days' prior written notice of the date on which the books of the Corporation
shall close or a record shall be taken for such dividend, distribution or
subscription rights or for determining rights to vote in respect of any such
reorganization, reclassification, consolidation, merger, sale, dissolution,
liquidation or winding up and the date when the same shall take place. Such
notice in accordance with the foregoing sentence shall also specify, in the case
of any such dividend, distribution or subscription rights, the date on which the
holders of Common Stock shall be entitled thereto and the date on which the
holders of Common Stock shall be entitled to exchange their Common Stock for
securities or other property deliverable upon such reorganization,
reclassification, consolidation, merger, sale, dissolution, liquidation or
winding up, as the case may be.
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5(h). Stock to be Reserved. The Corporation shall at all times, from
and after the date on which the Series G Preferred Stock first becomes
convertible, reserve and keep available out of its authorized but unissued
Common Stock, solely for the purpose of issuance upon the conversion of Series G
Preferred Stock as herein provided, such number of shares of Common Stock as
shall then be issuable upon the conversion of all outstanding shares of Series G
Preferred Stock. The Corporation covenants that all shares of Common Stock which
shall be so issued shall be duly and validly issued and fully paid and
nonassessable and free from all taxes, liens and charges with respect to the
issue thereof, and, without limiting the generality of the foregoing, the
Corporation covenants that it will from time to time take all such action as may
be required to assure that the par value per share of the Common Stock is at all
times equal to or less than the Minimum Conversion Price in effect at the time.
The Corporation will take all such action as may be necessary to assure that all
such shares of Common Stock may be so issued without violation of any applicable
law or regulation, or of any requirement of any national securities exchange
upon which the Common Stock may be listed. The Corporation will not take any
action which results in any adjustment of the Minimum Conversion Price if the
total number of shares of Common Stock issued and issuable after such action
upon conversion of the Series G Preferred Stock would exceed the total number of
shares of Common Stock then authorized by the Certificate of Incorporation.
5(i). Reissuance of Preferred Stock. Shares of Series G Preferred Stock
which are converted into shares of Common Stock as provided herein shall resume
the status of authorized and unissued shares of Preferred Stock without
designation as to series or class until shares are once more designated as part
of a particular series or class by the Board of Directors of the Corporation.
5(j). Issue Tax. The issuance of certificates for shares of Common
Stock upon conversion of Series G Preferred Stock shall be made without charge
to the holders thereof for any issuance tax in respect thereof; provided. that
the Corporation shall not be required to pay any tax which may be payable in
respect of any transfer involved in the issuance and delivery of any certificate
in a name other than that of the holder of the Series G Preferred Stock which is
being converted.
5(k). Closing of Books. The Corporation will at no time close its
transfer books against the transfer of any Series G Preferred Stock or of any
shares of Common Stock issued or issuable upon the conversion of any shares of
Series G Preferred Stock in any manner which interferes with the timely
conversion of such Series G Preferred Stock, except as may otherwise be required
to comply with applicable securities laws.
5(l). Limitations on Adjustments. Anything herein to the contrary
notwithstanding, no adjustment in the Minimum Conversion Price shall be required
unless such adjustment, either by itself or with other adjustments not
previously made, would require a change of at least $0.01 (one cent) in such
Minimum
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Conversion Price; provided, that any adjustment which by reason of this
subparagraph 5(l) is not required to be made shall be carried forward and taken
into account in any subsequent adjustment. All calculations of shares of Common
Stock or Series G Preferred Stock under this paragraph 5 shall be rounded to the
nearest three decimal points.
6. Redemption. The shares of Series G Preferred Stock shall be subject
to redemption by delivery, in cash, of a redemption price equal to the
Liquidation Preference (the "Redemption Price") as provided in paragraphs 6(a)
and 6(b).
6(a). Mandatory Redemption. The Corporation shall redeem the Series G
Preferred Stock upon the first to occur of the following dates: (1) on the first
date (subsequent to the Issue Date) on which the Corporation receives in any
transaction or series of transaction any equity financing of at least
twenty-five million dollars ($25,000,000) or (2) the fifth (5th) year
anniversary of the Issue Date.
6(b). Optional Redemption Rights. The Shares of Series G Preferred
Stock shall be subject to redemption at any time at the option of the
Corporation (upon at least thirty days notice as set forth in paragraph 6(c)
below).
6(c). Redemption Mechanics. The Corporation shall give a redemption
notice (the "Redemption Notice") not less than thirty (30) and not more than
sixty (60) days prior to the redemption date (the "Redemption Notice Period")
(i) by certified mail, postage prepaid, (ii) by a nationally known overnight
delivery service or (iii) delivered by hand, addressed to each holder of record
of shares of Series G Preferred Stock, notifying such holder of the redemption
and specifying the Redemption Price applicable to the Series G Preferred Stock,
the redemption date and the place where said Redemption Price shall be payable.
During the Redemption Notice Period the holders of Series G Preferred Stock may
exercise their right to convert pursuant to Paragraph 5. The Redemption Notice
shall be addressed to each holder at his address as shown by the records of the
Corporation. On or after the redemption date fixed in such Redemption Notice,
each holder of shares of Series G Preferred Stock to be so redeemed shall
present and surrender the certificate or certificates for such shares to the
Corporation at the place designated in said notice and thereupon the Redemption
Price of such shares shall be paid to, or to the order of, the Person whose name
appears on such certificate or certificates as the owner thereof. From and after
the close of business on the redemption date, unless there shall have been a
default in the payment of the Redemption Price upon surrender of a certificate
or certificates representing shares of Series G Preferred Stock to be redeemed,
all rights of holders of shares of Series G Preferred Stock subject to
redemption on the redemption date (except the right to receive the Redemption
Price upon surrender of a certificate or certificates representing shares of
Series G Preferred Stock to be redeemed, but without interest) shall cease with
respect to such shares, and such shares shall not
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thereafter be transferred on the books of the Corporation or be deemed to be
outstanding for any purpose whatsoever.
7. Information Rights. Each holder of Series G Preferred Stock will be
entitled to copies of all material provided to holders of Common Stock and
copies of all filings made with the Securities and Exchange Commission pursuant
to rules and regulations thereof upon request by such holder.
8. Definitions.
"Board of Directors" shall mean the Board of Directors of the
Corporation.
"Closing Price" of each share of Common Stock or other security means
the composite closing price of the sales of the Common Stock or such other
security on all securities exchanges on which such security may at the time be
listed (as reported in The Wall Street Journal) or, if there has been no sale on
any such exchange on any day, the average of the highest bid and lowest asked
prices of the Common Stock or such other security on all such exchanges at the
end of such day, or, if such security is not so listed, the closing price (or
last price, if applicable) of sales of the Common Stock or such other security
in the Nasdaq National Market (as reported in The Wall Street Journal on such
day, or if such security is not quoted in the Nasdaq National Market but is
traded over-the-counter, the average of the highest bid and lowest asked prices
on such day in the over-the-counter market as reported by the National Quotation
Bureau Incorporated, or any similar successor organization.
"Common Stock" shall mean the common stock, $.001 par value, of the
Corporation.
"Issue Date" shall mean the date of original issuance of any share of
Series G Preferred Stock.
"Junior Stock" shall mean any class or series of capital stock
(including Common Stock) of the Corporation (other than the series of Preferred
Stock authorized as of the date hereof) which may be issued which, at the time
of issuance, is not declared to be on a parity with or senior to the Series G
Preferred Stock as to dividends and rights upon liquidation (or in the case of
Preferred Stock issued after the date hereof which has not received the consent
required by paragraph 2(b) hereto).
"Market Price" means (i) if the Common Stock is listed on any
securities exchange, quoted in the Nasdaq National Market, or quoted in the
over-the-counter market, the Closing Price of the Common Stock averaged over the
15 consecutive trading days ending on the date immediately prior to the date as
of which the Market Price is to be determined, or (ii) if the Common Stock is
not listed on any
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securities exchange, quoted in the Nasdaq National Market, or quoted in the
over-the-counter market, the fair value of the Common Stock determined by
agreement between the Corporation and the holders of a majority of the
outstanding Series G Preferred Stock or, if they are unable to reach
agreement within a reasonable period of time, the fair value of the Common Stock
as determined by an independent appraiser selected by the Corporation (which
appraiser may be the Corporation's investment banker, and the fees and expenses
of such appraiser shall be borne by the Corporation), which determination shall
be final and binding upon the Corporation and the holders of the outstanding
Series G Preferred Stock.
"Nasdaq" shall mean the Nasdaq Stock Market.
"Parity Stock" shall mean any class or series of Preferred Stock of the
Corporation which, at the time of issuance, is declared to be on a parity with
the Series G Preferred Stock as to dividends and rights upon liquidation and (in
the case of Preferred Stock issued after the date hereof) which has received the
consent required by paragraph 2(b) hereto.
"Person" shall mean an individual, corporation, trust partnership,
limited liability company, joint venture, unincorporated organization,
government agency or any agency or political subdivision thereof, or other
entity.
"Preferred Stock" shall mean any class or series of preferred stock of
the Corporation.
"Senior Stock" shall mean any class or series of Preferred Stock of the
Corporation (including the series of Preferred Stock authorized as of the date
hereof) which, at the time of issuance, is declared to be senior to the Series G
Preferred Stock as to dividends and rights upon liquidation and (in the case of
Preferred Stock issued after the date hereof) which has received the consent
required by paragraph 2(b) hereto.
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IN WITNESS WHEREOF, the undersigned has hereunto signed his name and
affirms that the statements made herein are true under the penalties of perjury
this 16th day of June, 1999.
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Christopher J. Vizas
Chairman of the Board and President
[SEAL]
ATTEST:
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Graeme Brown
Assistant Secretary`
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