Common use of Dividends Clause in Contracts

Dividends. a. The holders of record on the Series B Dividend Record Date (as defined below) of the outstanding Series B Preferred Stock shall be entitled to receive dividends, as and when declared by the Board of Directors out of funds legally available therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock at the rate of six percent (6%) per annum, resulting in the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B Preferred Stock. Each such dividend shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if such date is not a business day, the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) beginning on January 15, 2001. Such dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock from the date of such share's issuance; provided, however, that dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption or conversion, as the case may be. Dividends on the Series B Preferred Stock shall be payable to holders of record as they appear on the stock register of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Date), as shall be fixed by the Board of Directors (a "Series B Dividend Record Date"). Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the Series B Preferred Stock for any partial dividend period.

Dividends. a. The holders (a) Each Holder of record on the Series B Dividend Record Date (as defined below) of the outstanding Series B Preferred Stock shall be entitled to receive dividendsreceive, when, as and when if declared by the Board of Directors Directors, out of funds legally available therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock at the rate of six percent (6%) per annum, resulting in the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B Preferred Stock. Each such dividend shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if such date is not a business day, the cash dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) beginning on January 15, 2001. Such dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock at a rate per annum equal to 13.5% of the Liquidation Preference of such share. All dividends shall be cumulative, whether or not earned or declared, and shall accrue on a daily basis from the date of such share's issuance; provided, however, that dividends shall cease to accrue on a share issuance of Series B Preferred Stock following such share's redemption or conversionStock, as the case may be. Dividends and shall be payable annually in arrears on each Dividend Payment Date, commencing on the first Dividend Payment Date after the date of issuance of such Series B Preferred Stock. Each dividend on Series B Preferred Stock shall be payable to holders the Holders of record of Series B Preferred Stock as they appear on the stock register of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Date), as shall may be fixed by the Board of Directors (a "Directors, which record date shall not be less than ten nor more than 60 days prior to the applicable Dividend Payment Date. In the event of the repurchase of any shares of Series B Dividend Record Date"). Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c)Preferred Stock, below (in which case dividends shall cease to accrue and be paid through the date in respect of such event), no dividends shall be payable on the shares of Series B Preferred Stock on the date of their repurchase by the Corporation unless the Corporation shall have failed to pay the relevant repurchase price on the date fixed for any partial dividend periodrepurchase. Notwithstanding anything to the contrary set forth above, unless and until such dividends are declared by the Board of Directors, there shall be no obligation to pay such dividends in cash; provided, that such dividends shall continue to cumulate and shall be paid at the time of repurchase, in the event of their repurchase, as provided herein if not earlier declared and paid.

Dividends. a. The holders (a) Each Holder of record on the Series B Dividend Record Date (as defined below) of the outstanding Series B A Preferred Stock shall be entitled to receive dividendsreceive, when, as and when if declared by the Board of Directors Directors, out of funds legally available therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock at the rate of six percent (6%) per annum, resulting in the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B Preferred Stock. Each such dividend shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if such date is not a business day, the cash dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) beginning on January 15, 2001. Such dividends shall be cumulative and shall accrue on each share of Series B A Preferred Stock at a rate per annum equal to 13.0% of the Liquidation Preference of such share. All dividends shall be cumulative, whether or not earned or declared, and shall accrue on a daily basis from the date of such share's issuance; provided, however, that dividends shall cease to accrue on a share issuance of Series B A Preferred Stock following such share's redemption or conversionStock, as the case may be. Dividends and shall be payable annually in arrears on each Dividend Payment Date, commencing on the first Dividend Payment Date after the date of issuance of such Series B A Preferred Stock. Each dividend on Series A Preferred Stock shall be payable to holders the Holders of record of Series A Preferred Stock as they appear on the stock register of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Date), as shall may be fixed by the Board of Directors (a "Directors, which record date shall not be less than ten nor more than 60 days prior to the applicable Dividend Payment Date. In the event of the repurchase of any shares of Series B Dividend Record Date"). Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c)A Preferred Stock, below (in which case dividends shall cease to accrue and be paid through in respect of shares of Series A Preferred Stock on the date of their repurchase by the Corporation unless the Corporation shall have failed to pay the relevant repurchase price on the date fixed for repurchase. Notwithstanding anything to the contrary set forth above, unless and until such event)dividends are declared by the Board of Directors, there shall be no obligation to pay such dividends in cash; provided, that such dividends shall continue to cumulate and shall be payable on paid at the Series B Preferred Stock for any partial dividend periodtime of repurchase, in the event of their repurchase, as provided herein if not earlier declared and paid.

Dividends. a. The holders (a) Holders of record on the Series B Dividend Record Date (as defined below) of the outstanding Series B Preferred Stock shall be entitled to receive dividendsreceive, when and as and when declared by the Board of Directors either out of funds legally available therefor. Record holders therefor or through the issuance of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B the Company’s common stock, and the Company shall accrue, quarterly in arrears on March 31, June 30, September 30, and December 31 of each year, commencing on the earlier of December 31, 2008, or any Conversion Date (as defined below), cumulative dividends on the Preferred Stock at the rate per share (as a percentage of six the Stated Value per share) equal to five percent (65%) per annum, resulting payable in the holder of each share of Series B Preferred receiving a dividend of 0.06 additional cash or shares of Series B Common Stock (as defined in Section 7) at the option of the Holders. The Company may pay, at its option, accrued dividends at any time while the Preferred Stock with respect to each share remains outstanding. The Company shall pay all accrued and unpaid dividends within five (5) days following either (a) the conversion of Series B any or all of the Preferred Stock or (b) the redemption by the Company of any or all of the remaining outstanding shares of Preferred Stock. Each such dividend The number of shares of Common Stock issuable as payment of dividends hereunder shall be payable on or about each January 15 equal the aggregate dollar amount of dividends then being paid, divided by the Conversion Price (a "Series B Dividend-in-Kind Payment Date"as defined in Section 5(c)) (or if such date is not a business day, the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) beginning on January 15, 2001. Such dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock from the date of such share's issuance; provided, however, that dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption or conversion, as the case may bethen in effect. Dividends on the Series B Preferred Stock shall be payable to holders of record as they appear calculated on the stock register basis of a 360-day year, shall accrue daily commencing the Issuance Date (as defined in Section 7), and shall be deemed to accrue on such date whether or not earned or declared and whether or not there are profits, surplus or other funds of the Corporation Company legally available for the payment of dividends. The party that holds the Preferred Stock on an applicable record date for any dividend payment will be entitled to receive such record dividend payment and any other accrued and unpaid dividends which accrued prior to such dividend payment date, not without regard to any sale or disposition of such Preferred Stock subsequent to the applicable record date but prior to the applicable dividend payment date. Except as otherwise provided herein, if at any time the Company pays less than 15 nor more than 60 days preceding a dividend the total amount of dividends then accrued on account of the Preferred Stock, such payment date (including a Series B Dividend-in-Kind Payment Date), as shall be fixed distributed ratably among the Holders of the Preferred Stock based upon the number of shares then held by each Holder in proportion to the total number of shares of Preferred Stock then outstanding. In order for the Holders to exercise the right to have dividends paid in cash on any Conversion Date, the Holders must indicate such intention in the Conversion Notice, which notice will remain in effect for subsequent Conversion Notices until rescinded by the Board of Directors (Holder in a "Series B Dividend Record Date"). Except in written notice to such effect that is addressed to the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the Series B Preferred Stock for any partial dividend periodCompany.

Dividends. a. The (a) Subject to the preferential rights of the holders of record on the Series B Dividend Record Date (as defined below) Senior Stock with respect to priority of dividend payments, holders of shares of the outstanding Series B Preferred Stock shall be are entitled to receive dividendsreceive, when and as authorized by the Board and when declared by the Board of Directors Corporation, out of funds legally available thereforfor the payment of dividends, preferential cumulative cash dividends. Record holders From the date of original issue of the Series B Preferred Stock on a (or the date of issue of any Series B Dividend Record Date Preferred Stock issued after such original issue date) the Corporation shall be entitled to one dividend-in-kind payable each year in additional shares of pay cumulative cash dividends on the Series B Preferred Stock at the rate of six percent 10.00% per annum of the $10.00 liquidation preference per share (6%) per annum, resulting subject to appropriate adjustment in the holder event of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock any stock dividend, stock split, combination or other similar recapitalization with respect to each share of the Series B Preferred Stock. Each such dividend shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if such date is not a business day, plus the amount of previously accrued and unpaid dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) beginning on January 15, 2001. Such dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock from the date of such share's issuance; provided, however, that dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption or conversion, as the case may beStock. Dividends on the Series B Preferred Stock shall be payable to holders of record as they appear on the stock register of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Date), as shall be fixed by the Board of Directors (a "Series B Dividend Record Date"). Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through cumulative from (and including) the date of such event)original issue or, no with respect to any accrued dividends that have been paid in cash, the end of the most recent Dividend Period (as defined below) for which dividends on the Series B Preferred Stock have been paid in cash and shall be payable quarterly in arrears on January 5, April 5, July 5 and October 5 of each year or, if such date is not a Business Day, on the next succeeding Business Day, with the same force and effect as if paid on such date (each, a “Dividend Payment Date”). A “Dividend Period” is the respective period commencing on and including January 1, April 1, July 1 and October 1 of each year and ending on and including the day preceding the first day of the next succeeding Dividend Period (other than the initial Dividend Period and the Dividend Period during which any shares of Series B Preferred Stock shall be redeemed or otherwise acquired by the Corporation). Any dividend payable on the Series B Preferred Stock for any partial dividend periodDividend Period will be computed on the basis of a 360-day year consisting of twelve 30-day months. Dividends will be payable to holders of record of the Series B Preferred Stock as they appear in the stock records of the Corporation at the close of business on the 25th day of the month preceding the applicable Dividend Payment Date, i.e., December 25, March 25, June 25 and September 25 (each, a “Dividend Record Date”).

Dividends. a. The So long as any shares of Series A Cumulative Preferred Stock will be outstanding, the holders of record the Series A Cumulative Preferred Stock will be entitled to receive cumulative preferential dividends accruing at the LIBOR Rate on the value of $100.00 per share, payable quarterly on the 1st day of March, June, September and December of each year, beginning December 1, 1997 (each date being called a "Dividend Payment Date"), the dividends to be cumulative and payable as allowed by the Nevada Business Corporation Act, Chapter 78, Nevada Revised Statutes, with respect to the quarterly dividend period (or portion of it) ending on the day preceding the respective Dividend Payment Date, fixed for that purpose by the Board in advance of payment of each particular dividend. The LIBOR Rate shall mean the rate (rounded, if necessary, to the next higher 1/100 of 1%) for deposits in United States Dollars for a maturity of three months which appears on the Telerate Page 3750 at approximately 11:00 a.m. London time representing the offered side of dollar deposits in the London market two (2) London business days prior to the effective date of the applicable LIBOR Rate. The LIBOR Rate shall be presumed to be the three months London Interbank Offered Rates as shown in the Wall Street Journal under "Money Rates" as long as such rates are published. The LIBOR Rate will be fixed on the Original Issue Date and thereafter be changed at every Dividend Payment Date to be effective until the next Dividend Payment Date. The "Original Issue Date" means the first date on which the Corporation will issue any shares of Series A Cumulative Preferred Stock. Dividends on the Series B Dividend Record Date (as defined below) of the outstanding Series B A Cumulative Preferred Stock shall be entitled cumulative from the Original Issue Date (whether or not declared and whether or not in any dividend period or dividend periods there will be net profits or net assets of the Corporation legally available for the payment of those dividends). So long as any shares of Series A Cumulative Preferred Stock shall remain outstanding, the Corporation may not declare or pay any dividend, make a distribution, or purchase, acquire, redeem, or set aside or make monies available for a sinking fund for the purchase or redemption of, any shares of stock of the Corporation ranking junior to receive dividendsthe Series A Cumulative Preferred Stock with respect to the payment of dividends or the distribution of assets on liquidation, dissolution or winding up of the Corporation including Common Stock, par value $.01, of the Corporation ("junior stock") (other than as a result of a reclassification of junior stock into another class of junior stock, or the exchange or conversion of one junior stock for or into another junior stock) unless (i) all dividends in respect of the Series A Cumulative Preferred Stock for all past dividend periods have been paid and when such dividends for the current dividend period have been paid or declared and duly provided for, and (ii) all amounts in respect of the mandatory redemption of Series A Cumulative Preferred Stock pursuant to the terms of paragraph 5 below have been paid for all prior applicable periods and all amounts in respect of such mandatory redemption for the current applicable period have been paid or duly provided for. Subject to the foregoing, and not otherwise, the dividends (payable in cash, stock or otherwise) as may be determined by the Board may be declared and paid on any junior stock from time to time out of Directors any funds legally available, and the Series A Cumulative Preferred Stock will not be entitled to participate in any such dividends, whether payable in cash, stock or otherwise. Liquidation Rights. In the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the holders of Series A Cumulative Preferred Stock then outstanding are entitled to be paid out of the assets of the Corporation available for distribution to its shareholders, whether such assets are capital, surplus or earnings, before any payment or declaration and setting apart for payment of any amount will be made in respect of any shares of any junior stock with respect to the payment of dividends or distribution of assets on liquidation, dissolution or winding up of the Corporation, an amount equal to $100 per share plus all accumulated and unpaid dividends (including a prorated quarterly dividend from the last Dividend Payment Date to the date of such payment) in respect of any liquidation, dissolution or winding up consummated. If upon any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the assets to be distributed among the holders of Series A Cumulative Preferred Stock shall be insufficient to permit the payment to the shareholders of the full preferential amounts aforesaid, then the entire assets of the Corporation to be distributed shall be distributed ratably among the holders of Series A Cumulative Preferred Stock based on the full preferential amounts for the number of shares of Series A Cumulative Preferred Stock. A consolidation or merger of the Corporation with or into any other corporation or corporations in which the stockholders of the Corporation receive solely capital stock of the acquiring or surviving corporation (or of the direct or indirect parent corporation of the acquiring corporation), except for cash in lieu of fractional shares, will not be deemed to be a liquidation, dissolution, or winding up of the Corporation as those terms are used in this Certificate. Mandatory Redemption. The Corporation will, at the redemption price equal to $100 per share plus an amount, payable in cash, equal to the sum of all accumulated and unpaid dividends per share (including a prorated quarterly dividend from the last Dividend Payment Date to the applicable Redemption Date) (the "Redemption Price"), redeem from any source of funds legally available therefor. Record holders , the amount of shares of Series B A Cumulative Preferred Stock outstanding on a Series B Dividend Record the date set forth on the Redemption Schedule attached to this Certificate. Redemption Date shall be entitled to one dividend-in-kind payable each year in additional the date on which any shares of Series B A Cumulative Preferred Stock at are redeemed by the rate Corporation. This Certificate shall be notice of six percent (6%) per annumthis mandatory redemption on the dates specified on the Redemption Schedule, resulting in and any further notice is waived by acceptance of this Certificate. If the Corporation's records show there is more than one holder of Series A Cumulative Preferred Stock, the Corporation will effect the redemption pro rata according to the number of shares held by each share holder of Series B A Cumulative Preferred receiving a dividend Stock shown on the books of 0.06 additional the Corporation. On or before the date fixed for redemption, each holder of Series A Cumulative Preferred Stock will surrender the certificate or certificates representing the shares of Series B A Cumulative Preferred Stock to the Corporation and the Redemption Price for the shares will be paid in cash on the Redemption Date to the person whose name appears on the certificate or certificates as the owner, and each surrendered certificate will be canceled and retired. In the event that less than all of the shares represented by any certificate are redeemed, a new certificate will be issued representing the unredeemed shares. Unless the Corporation defaults in the payment in full of the Redemption Price, dividends on the Series A Cumulative Preferred Stock called for redemption will cease to accumulate on the Redemption Date, and all rights of the holders of the shares redeemed will cease to have any further rights with respect to each share of Series B Preferred Stock. Each such dividend shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if such date is not a business day, the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid shares on the next succeeding business day) beginning on January 15Redemption Date, 2001. Such dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock from other than to receive the date of such share's issuance; provided, however, that dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption or conversion, as the case may be. Dividends on the Series B Preferred Stock shall be payable to holders of record as they appear on the stock register of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Date), as shall be fixed by the Board of Directors (a "Series B Dividend Record Date"). Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the Series B Preferred Stock for any partial dividend periodRedemption Price.

Dividends. a. The (a) Subject to the preferential rights of the holders of record on Senior Stock with respect to priority of dividend payments, holders of shares of the Series B Dividend Record Date (as defined below) of the outstanding Series B A Preferred Stock shall be are entitled to receive dividendsreceive, when and as authorized by the Board and when declared by the Board of Directors Corporation, out of funds legally available thereforfor the payment of dividends, preferential cumulative cash dividends. Record holders From the date of original issue of the Series B A Preferred Stock (or the date of issue of any Series A Preferred Stock issued after such original issue date) the Corporation shall pay cumulative cash dividends on a the Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B A Preferred Stock at the rate of six percent 7.00% per annum of the $25.00 liquidation preference per share (6%equivalent to a fixed annual amount of $1.75 per share) per annum, resulting in (the holder of each share of “Rate”). Dividends on the Series B Preferred receiving a dividend of 0.06 additional shares of Series B A Preferred Stock with respect to each share shall accrue and be cumulative from (and including) the date of original issue or the end of the most recent Dividend Period (as defined below) for which dividends on the Series B A Preferred Stock. Each such dividend Stock have been paid and shall be payable quarterly in arrears on or about January 5, April 5, July 5 and October 5 of each January 15 (a "Series B Dividend-in-Kind Payment Date") (or year or, if such date is not a business dayBusiness Day, the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) beginning Business Day, with the same force and effect as if paid on such date (each, a “Dividend Payment Date”). A “Dividend Period” is the respective period commencing on and including January 151, 2001. Such dividends April 1, July 1 and October 1 of each year and ending on and including the day preceding the first day of the next succeeding Dividend Period (other than the initial Dividend Period and the Dividend Period during which any shares of Series A Preferred Stock shall be cumulative and shall accrue on each share of Series B Preferred Stock from redeemed or otherwise acquired by the date of such share's issuance; provided, however, that dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption or conversion, as the case may beCorporation). Dividends Any dividend payable on the Series B A Preferred Stock shall for any Dividend Period will be computed on the basis of a 360-day year consisting of twelve 30-day months. Dividends will be payable to holders of record of the Series A Preferred Stock as they appear on in the stock register records of the Corporation at the close of business on such record date, not less than 15 nor more than 60 days the 25th day of the month preceding a dividend payment date (including a Series B Dividend-in-Kind the applicable Dividend Payment Date), as shall be fixed by the Board of Directors i.e., December 25, March 25, June 25 and September 25 (each, a "Series B “Dividend Record Date"”). Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the Series B Preferred Stock for any partial dividend period.

Dividends. a. The holders (a) Holders of record on the shares of Series B Dividend Record Date (as defined below) of the outstanding Series B A Preferred Stock shall be entitled to receive dividendscumulative dividends on the Series A Preferred Stock payable semiannually, as and when which dividends shall be declared by the Board of Directors or a duly authorized committee thereof, out of funds the assets of the Company legally available therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date , and shall be entitled payable semiannually commencing on the 180th day following the Issue Date (or the following Business Day if any such payment date is not a Business Day) (each such date being referred to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock herein as a “Dividend Payment Date”) at the rate per annum of six percent (6%) % per annumshare on the Liquidation Preference; provided that, resulting in the holder event that on any Dividend Payment Date, the Company is not permitted to declare or pay such dividend or incur such liability either (x) as a matter of law or (y) under the terms of any loan agreement, credit agreement, guaranty, or related agreement, such dividend (a “Deferred Dividend”) shall not be declared by the Board of Directors, shall not be paid or payable on such Dividend Payment Date and no liability shall be incurred in respect thereof, and instead, such Deferred Dividend shall be declared, become payable and be paid and the liability in respect thereof be incurred on the first succeeding Dividend Payment Date on which the Company is not prohibited from declaring, paying and incurring the liability in respect of such Deferred Dividend (and, for the avoidance of doubt, such Deferred Dividend shall be payable in addition to, and not in lieu of, any dividend which would ordinarily be payable on such succeeding Dividend Payment Date). The amount of dividends payable for any other period that is shorter or longer than a full semiannual dividend period will be computed on the basis of a 360-day year consisting of twelve 30-day months. Commencing on and following the Meeting End Date, in the event that dividends are paid on shares of Common Stock in any dividend period with respect to the Series A Preferred Stock, then a dividend shall be payable in respect of each share of Series B A Preferred receiving Stock for such period in an amount equal to the greater of (i) the amount otherwise payable in respect of such share of Series A Preferred Stock in accordance with the foregoing paragraph and (ii) the product of (A) the aggregate dividends payable per share of Common Stock in such dividend period times (B) the number of shares of Common Stock into which such share of Series A Preferred Stock is then convertible. For purposes of this Section 3(a), a dividend of 0.06 additional shares of Series B Preferred Stock period with respect to each share of Series B Preferred Stocka Dividend Payment Date is the period commencing on the preceding Dividend Payment Date (or, if there is no preceding Dividend Payment Date, the Issue Date) and ending on the day immediately prior to the next Dividend Payment Date. Each such dividend shall be Dividends payable on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if such date is not a business day, the dividends due on such Series B Dividend-in-Kind Dividend Payment Date shall be paid payable to Holders of record on the next succeeding close of business day) beginning on January 15, 2001. Such dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock from the date of such share's issuance; provided, however, that dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption or conversion, as the case may be. Dividends on the Series B Preferred Stock shall be payable to holders of record as they appear day on the stock register of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Date), as shall be fixed by which the Board of Directors or a duly authorized committee thereof declares the dividend payable (each, a "Series B “Dividend Record Date"”). Except Notwithstanding anything in this Section 3(a) to the case of a redemption under Section 4 contrary, and without limiting any other remedy available to the Company or mandatory conversion under Section 6(c)any other party, below (in which case dividends shall not accrue and be paid through the date of such event), no dividends shall or be payable on in respect of shares initially issued any Holder who is contractually obligated to appear and vote in favor of any proposal made at a meeting of stockholders of the Series B Preferred Stock for any partial dividend periodCompany in order to effect the Stockholder Approval (or whose transferor Holder was so obligated) if such Holder (or such transferor Holder or the Affiliates of either) fails so to appear and vote in favor. Any shares issued to such Holders shall bear the Stockholder Approval Legend.

Dividends. a. The holders (1) Holders of record on the Series B Dividend Record Date (as defined below) of the outstanding Series B A Preferred Stock shall be entitled to receive dividendsreceive, as and when declared by the Board on each share of Directors Series A Preferred Stock, out of funds legally available therefor. Record holders for the payment of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock at the rate of six percent (6%) per annumdividends under Delaware law, resulting in the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock cumulative cash dividends with respect to each Dividend Period (as defined below) at a per annum rate of 6% (as such may be adjusted pursuant to this Section 2(1), the “Dividend Rate”) on (i) the Liquidation Preference per share and (ii) to the extent unpaid on the Dividend Payment Date (as defined below), the amount of any accrued and unpaid dividends, if any, on such share of Series B A Preferred Stock; provided that if, on any Dividend Payment Date, the Corporation shall not have paid in cash the full amount of any dividend required to be paid on such share (such amount being “Unpaid Dividends”) on such Dividend Payment Date pursuant to this Section 2(1), then from such Dividend Payment Date, the Dividend Rate shall automatically be at a per annum rate of 8% for such share until the date on which all Unpaid Dividends have been declared and paid in full in cash. Each such dividend Dividends shall begin to accrue and be cumulative from the Issue Date (whether or not declared), shall compound on each Dividend Payment Date, and shall be payable in arrears (as provided below in this Section 2(1)), but only when, as and if declared by the Board (or a duly authorized committee of the Board) on or about each January 15 March 1, June 1, September 1 and December 1, and each Mandatory Conversion Date, Redemption Date and Liquidation Date (each, a "Series B Dividend-in-Kind “Dividend Payment Date") (or ”); provided that if any such date Dividend Payment Date would otherwise occur on a day that is not a business dayBusiness Day, the dividends due on such Series B Dividend-in-Kind Dividend Payment Date shall instead be paid (and any dividend payable on the next succeeding business day) beginning on January 15, 2001. Such dividends shall be cumulative and shall accrue on each share of Series B A Preferred Stock from on such Dividend Payment Date shall instead be payable on) the date immediately succeeding Business Day with no additional dividends payable as a result of such share's issuance; provided, however, payment being made on such succeeding Business Day. Dividends that dividends shall cease to accrue are payable on a share of Series B A Preferred Stock following such share's redemption or conversion, as the case may be. Dividends on the Series B Preferred Stock shall any Dividend Payment Date will be payable to holders of record of Series A Preferred Stock as they appear on the stock register of the Corporation on such the applicable record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Date), as which shall be the fifteenth (15th) calendar day before such Dividend Payment Date (as originally scheduled) or such other record date fixed by the Board (or a duly authorized committee of Directors the Board) that is not more than 60 nor less than 10 days prior to such Dividend Payment Date (each, a "Series B “Dividend Record Date"”). Except Any such day that is a Dividend Record Date shall be a Dividend Record Date whether or not such day is a Business Day. Each dividend period (a “Dividend Period”) shall commence on and include the calendar day immediately following a Dividend Payment Date (other than the initial Dividend Period, which shall commence on and include the Issue Date) and shall end on and include the next Dividend Payment Date. Dividends payable in the case respect of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no dividends Dividend Period shall be payable in arrears on the Series B Preferred Stock for any partial dividend periodfirst Dividend Payment Date after such Dividend Period.

Dividends. a. The holders Notwithstanding the foregoing, the Employee shall not have the right to receive any dividends or other distributions, including any special or extraordinary dividends or distributions (with all references to “dividends” in this Agreement being deemed to also include reference to any such special distributions), with respect to the Restricted Shares granted hereby unless and until the Restricted Shares become Earned Shares. Any such dividends declared and paid with respect to already Earned Shares shall be paid no later than the end of record the calendar year in which the dividend for such class of stock is paid to stockholders of such class or, if later, the 15th day of the third month following the date the dividend is paid to stockholders of such class of stock. In the event the Company declares and pays a dividend in respect of its Common Stock and, on the Series B Dividend Record Date record date for such dividend, the Employee holds Restricted Shares granted pursuant to this Agreement that have not yet become Earned Shares, the dividends with respect to such Restricted Shares shall be credited to an account maintained by the Company or the transfer agent for the Employee’s benefit (such dividends, “Unvested Dividends”). Such account is intended to constitute an “unfunded” account, and neither this Section 3(d) nor any action taken pursuant to or in accordance with this Section 3(d) shall be construed to create a trust of any kind. Amounts credited to such account with respect to Restricted Shares that become Earned Shares will become “Vested Dividends” on the date that such Restricted Shares vest in accordance with Section 3(b) and will be paid to the Employee as defined belowsoon as administratively practicable following that date; provided that, in all cases, any Vested Dividends that become payable pursuant to this Section 3(d) shall be paid no later than March 15 of the calendar year following the calendar year during which such dividends become Vested Dividends pursuant to paragraphs (b) and (d) of the outstanding Series B Preferred Stock this Section 3. The Employee shall not be entitled to receive dividends, as and when declared by the Board of Directors out of funds legally available therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock at the rate of six percent (6%) per annum, resulting in the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock any interest with respect to each share the timing of Series B Preferred Stockpayment of dividends. Each In the event all or any portion of the Restricted Shares granted hereby fail to become Earned Shares, Unvested Dividends accumulated in the Employee’s account with respect to such dividend Restricted Shares shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if such date is not a business day, forfeited to the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) beginning on January 15, 2001. Such dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock from the date of such share's issuance; provided, however, that dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption or conversion, as the case may be. Dividends on the Series B Preferred Stock shall be payable to holders of record as they appear on the stock register of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Date), as shall be fixed by the Board of Directors (a "Series B Dividend Record Date"). Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the Series B Preferred Stock for any partial dividend periodCompany.

Dividends. a. The holders Parent and the Borrower will not, nor will they permit any Subsidiary to, declare or pay any dividend or make any distribution on its capital stock (other than dividends payable in its own capital stock) or redeem, repurchase or otherwise acquire or retire any of record on the Series B Dividend Record Date its capital stock at any time outstanding, except that (as defined belowi) any Subsidiary of the outstanding Series B Preferred Stock shall be entitled Borrower may declare and pay dividends or make distributions to receive dividendsthe Borrower or to any other Subsidiary of the Borrower, as and when declared by (ii) any Subsidiary of the Board of Directors out of funds legally available therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock at the rate of six percent (6%) per annum, resulting in the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B Preferred Stock. Each such dividend shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if such date Borrower which is not a business dayWholly-Owned Subsidiary may pay dividends to its shareholders generally so long as the Borrower or its respective Subsidiary which owns the equity interest or interests in the Subsidiary paying such dividends receives at least its proportionate share thereof, (iii) the Borrower may declare and make dividends or distributions to the Parent to enable the Parent to, and the Parent may (a) pay any income, franchise or like taxes, (b) pay its operating expenses (including, without limitation, legal, accounting, reporting, listing and similar expenses) in an aggregate amount not exceeding $5,000,000 in any fiscal year (excluding in any event non-cash charges related to employee compensation or compensation to non-executive members of the Parent’s board of directors) and (c) so long as no Default or Unmatured Default shall be continuing or result therefrom, repurchase its common stock and warrants and/or redeem or repurchase vested management options, in each case, from directors, officers and employees of the Parent and its Subsidiaries, and (iv) so long as no Default or Unmatured Default shall be continuing or result therefrom, the dividends due Borrower may make distributions to the Parent and the Parent may redeem, repurchase, acquire or retire an amount of its capital stock or warrants or options therefor, or declare and pay any dividend or make any distribution on its capital stock (collectively, “Distributions”), either (a) if at the time of making such Series B Dividend-in-Kind Payment Date shall be paid Distribution the Leverage Ratio (calculated on a pro forma basis based on the next succeeding business day) beginning on January 15, 2001. Such dividends shall be cumulative Parent’s most recent financial statements delivered pursuant to Section 6.1 and shall accrue on each share of Series B Preferred Stock from giving effect to any Permitted Acquisition since the date of such share's issuance; providedfinancial statements, howeversuch Distribution and any Indebtedness incurred in connection therewith, that dividends shall cease all in accordance with the terms of this Agreement) is less than or equal to accrue 2.75 to 1.00, on an unlimited basis, and (b) if at the time of making such Distribution the Leverage Ratio (calculated on a share of Series B Preferred Stock following such share's redemption or conversion, as the case may be. Dividends pro forma basis based on the Series B Preferred Stock shall be payable Parent’s most recent financial statements delivered pursuant to holders of record as they appear on the stock register of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Date), as shall be fixed by the Board of Directors (a "Series B Dividend Record Date"). Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue 6.1 and be paid through giving effect to any Permitted Acquisition since the date of such event)financial statements, no dividends shall be payable on such Distribution and any Indebtedness incurred in connection therewith, all in accordance with the Series B Preferred Stock for any partial dividend periodterms of this Agreement) is greater than 2.75 to 1.00 in an amount not greater than the Maximum Payment Amount.

Dividends. a. The holders of record on the Series B Dividend Record Date (as defined below) of the then outstanding Series B A Preferred Stock shall be entitled to receive dividendsreceive, when and as and when declared by the Board of Directors of the Corporation out of any funds legally available therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock , dividends at the rate of six percent (6%) $2.00 per annumshare per year, resulting payable in cash, except as provided below, in equal amounts quarterly on the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B Preferred Stock. Each such dividend shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (fifteenth day, or if such date is not a business dayBusiness Day, the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) Business Day, of January, April, July and October in each year, beginning on January 15______________, 2001. Such dividends shall be cumulative 1997 (each such day being hereinafter called a "Quarterly Dividend Date" and shall accrue on each share of Series B Preferred Stock from the date of such share's issuance; provided, however, that dividends shall cease to accrue period ending on a share of Series B Preferred Stock following such share's redemption or conversionQuarterly Dividend Date being hereinafter called a "Dividend Period"), as the case may be. Dividends on the Series B Preferred Stock shall be payable to holders shareholders of record as they appear on at the stock register close of the Corporation business on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Date), as shall be fixed by the Board of Directors of the Corporation at the time of declaration of the dividend (a the "Series B Dividend Record Date"), which shall be not fewer than 10 nor more than 30 days preceding the Quarterly Dividend Date. Except in The amount of any dividend payable for the case initial Dividend Period and for any other Dividend Period shorter than a full Dividend Period shall be prorated and computed on the basis of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be 360-day year of twelve 30-day months. Dividends paid through the date of such event), no dividends shall be payable on the Series B A Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a per share basis among all such shares at the time outstanding. Notwithstanding the foregoing, for any partial twelve (12) Dividend Periods the Company shall have the right to pay the dividend periodin additional shares of Series A Preferred Stock determined by dividing the total amount of the dividend to be paid in shares of Series A Preferred Stock by the Liquidation Value (as defined herein) per share of Series A Preferred Stock. The issuance of additional shares of Series A Preferred Stock pursuant to this subparagraph (3) shall be evidenced by a stock certificate representing such shares issued on the related Quarterly Dividend Date and delivered on or immediately thereafter. Notwithstanding any other provision hereof, no fractional shares of the Corporation shall be issued in connection with the payment of any dividend on Series A Preferred Stock in additional shares of Series A Preferred Stock. Instead, any holder of outstanding Series A Preferred Stock having a fractional interest arising upon the payment of a dividend in additional shares of Series A Preferred Stock shall, on the related Quarterly Dividend Date, be paid an amount in cash equal to the Liquidation Value times the fraction of a share of Series A Preferred Stock to which such holder would otherwise be entitled. In the event the Company fails to pay any dividend on the Series A Preferred Stock on any Quarterly Dividend Date, the Company shall not pay any dividends on any other class of stock of the Company (other than (i) pro rata with other securities of the Company ranking pari passu with the Series A Preferred Stock or (ii) with Junior Shares) until such dividend on the Series A Preferred Stock has been paid. Except as provided in these Articles Supplementary, the Series A Preferred Stock shall not be entitled to participate in the earnings or assets of the Corporation.

Dividends. a. The holders Dividends as to any series of record on the Series B Dividend Record Date (as defined below) of the outstanding Series B Preferred Stock shall be entitled to receive dividends, as and when declared by the Board of Directors out of funds legally available therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock at the rate of six percent (6%) per annum, resulting in the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B Preferred Stock. Each such dividend shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if such date is not a business day, the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) beginning on January 15, 2001. Such dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock from the date of such share's issuance; provided, however, that dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption or conversion, as the case may be. Dividends on the Series B NW Preferred Stock shall be payable to holders of record as they appear (if declared) quarterly commencing on the stock register last day of the Corporation calendar quarter during which such series is issued, and on the last day of each calendar quarter thereafter (each such record datelast day of a calendar quarter being a "Dividend Date") for so long as that series is outstanding (the dividend during the first such quarter to be prorated); dividends on each series of NW Preferred Stock shall accrue and be payable at a rate per annum equal at all times during a calendar quarter ending on a Dividend Date to 1% per annum above the rate of interest at which deposits in United States Dollars are offered by the principal office of Fuji in London, England on the second Business Day (it being agreed that for this purpose only, the definition of "Business Day" shall not less than 15 nor more than 60 days include reference to Chicago) preceding the first day of such calendar quarter (or, in the case of the first dividend period, preceding the date of issuance of such series) to prime banks in the London interbank market for a period equal to three months (or, in the case of such first dividend payment period, equal to such shorter period commencing on the date (including a Series B Dividend-in-Kind Payment Dateof issuance of such series and ending on the last day of the calendar quarter during which such issuance occurred); provided, as however that the dividends on each series of NW Preferred Stock shall be fixed by noncumulative such that if the Board of Directors (of Finance fails to declare a "Series B Dividend Record Date"). Except dividend on the NW Preferred Stock payable on a dividend payment date, then holders of NW Preferred Stock will have no right to receive a dividend in respect of the dividend period ending on such dividend payment date, and Finance will have no obligation to pay dividends accrued for such period, whether or not dividends on the NW Preferred Stock are declared payable on any future dividend payment date; and provided further, however, that no dividend shall be paid on any series of NW Preferred Stock during the existence of a default in the case payment of a redemption under Section 4 principal of or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date interest on any outstanding indebtedness for money borrowed of such event), no dividends shall be payable on the Series B Preferred Stock for any partial dividend period.Finance;

Dividends. a. The holders (i) Each holder of record on the Series B Dividend Record Date (as defined below) shares of the outstanding Series B A Preferred Stock (together, the “Holders”) shall be entitled to receive dividendsentitled, when, as and when if declared by the Board of Directors out of funds assets of the Company legally available therefor, to receive cumulative dividends at the rate per annum of 5.75% per share on the liquidation preference thereof of $50 per share of Series A Preferred Stock subject to adjustment as provided in Section 15(ii) hereof (such liquidation preference, as adjusted from time to time, the “Liquidation Preference”), payable in cash, payable quarterly in arrears (such rate, the “Dividend Rate”). Record Dividends payable for each full dividend period will be computed by dividing the Dividend Rate by four and shall be payable in arrears on each Dividend Payment Date commencing on the Dividend Payment Date next following the Effective Time of the Merger (the “First Dividend Payment Date”) for the quarterly period ending immediately prior to such Dividend Payment Date, to the holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares record of Series B A Preferred Stock at the rate close of six percent (6%) per annum, resulting in business on the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect Dividend Record Date applicable to each share of Series B Preferred Stock. Each such dividend shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Dividend Payment Date") (or if such date is not a business day, the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) beginning on January 15, 2001. Such dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock accumulate from the most recent date as to which dividends shall have been paid or, if no dividends have been paid, from the Last Edge Payment Date (as defined below) (whether or not in any dividend period or periods there shall be assets of the Company legally available for the payment of such share's issuance; provided, however, that dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption in whole or conversion, as the case may bein part). Dividends The initial dividend on the Series B A Preferred Stock Stock, for the quarterly period commencing on the day after the quarterly period ending immediately prior to the Last Edge Payment Date and ending immediately prior to the First Dividend Payment Date, shall be payable to holders of record $0.71875 per share and shall be payable, when, as they appear and if declared, on the stock register of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind First Dividend Payment Date), as shall be fixed by the Board of Directors (a "Series B Dividend Record Date"). Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable Each subsequent quarterly dividend on the Series B A Preferred Stock Stock, when, as and if declared, shall be $0.71875 per share. Dividends payable for any partial dividend periodperiod shall be computed on the basis of days elapsed over a 360 day year consisting of twelve 30 day months. The most recent date as to which dividends shall have been paid on the 5.75% Series A Cumulative Convertible Perpetual Preferred Stock of Edge Petroleum Corporation, a Delaware corporation (“Edge”), is referred to herein as (the “Last Edge Payment Date”).

Dividends. a. The holders of record on the then-outstanding Series A Preferred Stock, Series B Dividend Record Date (as defined below) of the outstanding Preferred Stock, Series B C Preferred Stock and Series D Preferred Stock shall be entitled to receive dividends, when and as and when declared by the Corporation’s Board of Directors (the “Board of Directors”), out of funds legally available therefortherefor (payable other than in Common Stock or other securities and rights convertible into or entitling the holder thereof to receive, directly or indirectly, additional shares of Common Stock), dividends at the rate of eight percent (8%) of the Original Series A Price (as defined in Section 4(a)), the Original Series B Price (as defined in Section 4(a)), the Original Series C Price (as defined in Section 4(a)), the Original Series D-1 Price (as defined in Section 4(a)), the Original Series D-2 Price (as defined in Section 4(a)) and the Original Series D-3 Price (as defined in Section 4(a)), respectively, per share per annum. Record No dividend or other distribution may be declared or paid on any shares of Common Stock, and no shares of Common Stock may be redeemed or otherwise repurchased (whether by the Corporation or any subsidiary thereof), during any calendar year unless dividends in the total amount of the annual dividend rate for the Preferred Stock specified in this Section 1 shall have first been paid or declared and set apart for payment to the holders of Series B the Preferred Stock during that calendar year; provided, however, that this restriction shall not apply to a Permitted Repurchase (as defined below). If, after dividends in the full preferential amounts specified in this Section 1 for the Preferred Stock have been paid or declared and set apart in any calendar year of the Corporation, the Board of Directors shall declare additional dividends out of funds legally available therefor in that calendar year, then such additional dividends shall be declared pro rata on the Common Stock and the Preferred Stock on a pari passu and as-converted basis. No dividend may be declared or paid on any shares of Series A Preferred Stock unless at the same time an equivalent dividend is declared and paid simultaneously on the issued and outstanding shares of the Series B Dividend Record Date shall Preferred Stock, Series C Preferred Stock and Series D Preferred Stock. No dividend may be entitled to one dividend-in-kind payable each year in additional declared or paid on any shares of Series B Preferred Stock unless at the rate of six percent (6%) per annum, resulting in same time an equivalent dividend is declared and paid simultaneously on the holder of each share of Series B Preferred receiving a dividend of 0.06 additional issued and outstanding shares of the Series B A Preferred Stock, Series C Preferred Stock with respect to each share of and Series B D Preferred Stock. Each such No dividend shall may be payable on declared or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if such date is not a business day, the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) beginning on January 15, 2001. Such dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock from the date of such share's issuance; provided, however, that dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption or conversion, as the case may be. Dividends on the Series B Preferred Stock shall be payable to holders of record as they appear on the stock register of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Date), as shall be fixed by the Board of Directors (a "Series B Dividend Record Date"). Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the Series B Preferred Stock for any partial dividend period.any

Dividends. a. The (a) Subject to the preferential rights of the holders of record on any Senior Securities, the holders of shares of the Series B Dividend Record Date (as defined below) of the outstanding Series B A Preferred Stock shall be are entitled to receive dividendsreceive, as when, as, and when declared if authorized by the Board of Directors and declared by the Corporation, out of funds of the Corporation legally available therefor. Record holders for the payment of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock dividends, cumulative preferential dividends at the rate of six percent 5% per annum based on the $[·] per share liquidation preference (6%) per annumas may be adjusted for stock splits, resulting in recapitalizations, combinations, reclassifications and similar events which affect the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B A Preferred Stock as provided in Section 6 below) with respect such rate increasing by 2% (to each share a rate of 7% per annum) on [·], 2021, and increasing by an additional 1% (to a rate of 8% per annum) on [·], 2022 until all of the outstanding shares of Series B A Preferred StockStock are redeemed as provided in Section 6. Each such dividend Such dividends shall accrue annually from the first date on which any Series A Preferred Stock is issued (the “Original Issue Date”) and shall be payable to holders (a) for the period from the Original Issue Date to [December 31, 2019] on or about [January 15, 2020], and (b) for each January 15 quarterly distribution period thereafter, quarterly in equal amounts in arrears on the 15th day of each [January, April, July and October] (each a "Series B Dividend-in-Kind “Dividend Payment Date"”) (or commencing on [January 15, 2020]; provided that if such date any Dividend Payment Date is not a business dayBusiness Day (as defined below), then the dividends due dividend which would otherwise have been payable on such Series B Dividend-in-Kind Dividend Payment Date shall may be paid on the next succeeding business day) beginning Business Day with the same force and effect as if paid on January 15, 2001. Such such Dividend Payment Date in each case and no interest or additional dividends shall be cumulative and or other sums shall accrue on the amount so payable for the period from and after such Dividend Payment Date to such next succeeding Business Day. The period from and including the Original Issue Date to but excluding the first Dividend Payment Date, and each share of Series B Preferred Stock subsequent period from and including a Dividend Payment Date to but excluding the date of such share's issuance; providednext succeeding Dividend Payment Date, however, that dividends shall cease to accrue on is hereafter called a share of Series B Preferred Stock following such share's redemption or conversion, as the case may be. Dividends “Dividend Period.” Any dividend payable on the Series B A Preferred Stock shall for any Dividend Period, including dividends payable for any partial Dividend Period, will be computed on the basis of a 360-day year consisting of twelve 30-day months. Dividends will be payable to holders of record as they appear on in the stock register records of the Corporation at the close of business on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Date), as shall be fixed by the Board of Directors (a "Series B applicable Dividend Record Date"Date (as herein defined). Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the Series B Preferred Stock for any partial dividend period.“

Dividends. a. The holders of record the Preferred Shares (each, a "Holder" and collectively, the "Holders") shall be entitled to receive dividends ("Dividends") payable in cash on the Series B Stated Value (as defined below) of such Preferred Share at the Dividend Record Rate (as defined below), which shall be cumulative. Dividends on the Preferred Shares shall commence accruing on the Initial Issuance Date and shall be computed on the basis of a 360-day year consisting of twelve 30-day months. To the extent permitted by law, Dividends shall be payable (a) in arrears on the last day of each Calendar Quarter (each, an "Dividend Date") with the first Dividend Date being June 30, 2010, (b) on each Conversion Date thereafter by inclusion in the applicable Conversion Amount (as defined below) and (c) on the Maturity Date (as defined below) of the outstanding Series B Preferred Stock shall be entitled to receive dividends(each, as and when declared by the Board of Directors out of funds legally available therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock at the rate of six percent (6%) per annum, resulting in the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B Preferred Stock. Each such dividend shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if such date is not a business day, the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) beginning on January 15, 2001. Such dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock from the date of such share's issuance; provided, however, that dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption or conversion, as the case may be. Dividends on the Series B Preferred Stock shall be payable to holders of record as they appear on the stock register of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Date), as shall be fixed by the Board of Directors (a "Series B Dividend Record Date"). Except If a Dividend Date is not a Business Day (as defined below), then the Dividend shall be due and payable on the Business Day immediately following such Dividend Date. On each Dividend Date, if the Company does not have current or accumulated "earnings and profits" within the meaning of Sections 301 and 312 of the Internal Revenue Code of 1986, as amended, through such Dividend Date, the Company shall not withhold any amount of the applicable Dividend in respect of U.S. federal income tax. Notwithstanding the foregoing, in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (any Electing Holder the Company shall not pay any Dividends in which case dividends cash on the Dividend Date but instead such Dividends shall accrue and be paid through included in the date calculation of such event), no dividends shall be payable on the Series B Preferred Stock Holder's Conversion Amount for purposes of any partial dividend periodconversion or redemption hereunder.

Dividends. a. The holders (a) Holders of record shares of outstanding Series I Preferred Stock shall be entitled to receive, out of funds of the Corporation legally available therefor, dividends at the annual rate of 8.0% per share on the Series B Original Purchase Price (the “Dividend Record Rate”). Dividends shall be declared by the Corporation and paid in arrears on each Dividend Payment Date (as defined below) of commencing on March 15, 2009 for the outstanding Series B Preferred Stock Dividend Period ending immediately prior to such Dividend Payment Date. Such dividends shall be entitled payable to receive dividends, as and when declared by the Board of Directors out of funds legally available therefor. Record record holders of Series B I Preferred Stock on a Series B the record date on which such dividends are declared (notwithstanding any transfer or other disposition after such record date and prior to the Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock at the rate of six percent (6%) per annum, resulting in the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B Preferred Stock. Each such dividend shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if such date ). If a Dividend Payment Date is not a business day, the dividends due on such Series B Dividend-in-Kind Payment Date shall payment will be paid made on the next succeeding business day, without any interest or other payment in lieu of interest accruing with respect to this delay. Subject to Section 3(e) beginning on January 15below, 2001all such dividends shall accrue from the most recent date as to which dividends shall have been paid or, if no dividends have been paid, from the original date of issuance of the Series I Preferred Stock (the “Issue Date”), whether or not in any Dividend Period(s) there shall have been funds of the Corporation legally available for the payment of such dividends. Such Notwithstanding the foregoing, such dividends shall be cumulative paid only to the extent assets are legally available therefor on the Dividend Payment Date and any amounts for which assets are not legally available shall accrue be paid promptly as assets become legally available therefore. Any partial payment of dividends otherwise required to be paid on each share a Dividend Payment Date will be made pro rata among the applicable record holders of shares of Series B I Preferred Stock from the date based on their respective holdings of such share's issuance; provided, however, that dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption or conversion, as the case may be. Dividends on the Series B Preferred Stock shall be payable to holders of record as they appear on the stock register of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Date), as shall be fixed by the Board of Directors (a "Series B Dividend Record Date"). Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the Series B Preferred Stock for any partial dividend periodshares.

Dividends. a. The holders of record the Preferred Shares (each, a “Holder” and collectively, the “Holders”) shall be entitled to receive dividends (“Dividends”) payable in cash on the Series B Stated Value (as defined below) of such Preferred Share at the Dividend Record Rate (as defined below), which shall be cumulative. Dividends on the Preferred Shares shall commence accruing on the Initial Issuance Date and shall be computed on the basis of a 360-day year consisting of twelve 30-day months. To the extent permitted by law, Dividends shall be payable (a) in arrears on the last day of each Calendar Quarter (each, an “Dividend Date”) with the first Dividend Date being September 30, 2006, (b) on each Conversion Date thereafter by inclusion in the applicable Conversion Amount (as defined below) and (c) on the Maturity Date (as defined below) of the outstanding Series B Preferred Stock shall be entitled to receive dividends(each, as and when declared by the Board of Directors out of funds legally available therefora “Dividend Date”). Record holders of Series B Preferred Stock on If a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock at the rate of six percent (6%) per annum, resulting in the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B Preferred Stock. Each such dividend shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if such date is not a business dayBusiness Day (as defined below), then the Dividend shall be due and payable on the Business Day immediately following such Dividend Date. On each Dividend Date, if the Company does not have current or accumulated “earnings and profits” within the meaning of Sections 301 and 312 of the Internal Revenue Code of 1986, as amended, through such Dividend Date, the dividends due on such Series B Dividend-in-Kind Payment Date Company shall be paid on the next succeeding business day) beginning on January 15, 2001. Such dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock from the date of such share's issuance; provided, however, that dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption or conversion, as the case may be. Dividends on the Series B Preferred Stock shall be payable to holders of record as they appear on the stock register not withhold any amount of the Corporation on such record dateapplicable Dividend in respect of U.S. federal income tax. Notwithstanding the foregoing, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Date), as shall be fixed by the Board of Directors (a "Series B Dividend Record Date"). Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (any Electing Holder the Company shall not make pay any Dividends in which case dividends cash on the Dividend Date but instead such Dividends shall accrue and be paid through included in the date calculation of such event), no dividends shall be payable on the Series B Preferred Stock Holder’s Conversion Amount for purposes of any partial dividend periodconversion or redemption hereunder.

Dividends. a. The holders of record on the Series B Dividend Record Date (as defined below) Holders of the outstanding shares of Series B E Preferred Stock shall be entitled to receive dividends, as and when declared by dividends (“Dividends”) payable on the Board Stated Value of Directors out of funds legally available therefor. Record holders each share of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B E Preferred Stock at the rate of six five percent (65%) per annum, resulting in annum (the holder of each share of Series B Preferred receiving a dividend of 0.06 additional “Dividend Rate”). Dividends on the shares of Series B E Preferred Stock shall commence accruing on the Original Issue Date and shall be computed on the basis of a 360-day year consisting of twelve 30-day months and shall be payable in arrears for each Calendar Quarter on the first day of the succeeding Calendar Quarter during the period beginning on the Original Issue Date (each, a “Dividend Date”) with the first Dividend Date being July 1, 2011. Prior to the payment of Dividends on a Dividend Date, Dividends on the shares of Series E Preferred Stock shall accrue at the Dividend Rate. If a Dividend Date is not a Business Day (as defined below), then the Dividend shall be due and payable on the Business Day immediately following such Dividend Date. Dividends shall be payable in cash on each Dividend Date. In lieu of cash, at the option of the Company, Dividends shall be payable in fully paid and non-assessable shares of Common Stock (“Dividend Shares”), provided that the resale of such Dividend Shares is registered pursuant to an effective registration statement under the Securities Act (a “PIK Dividend”). With respect to the payment of any PIK Dividend, the number of Dividend Shares to be issued in payment of such PIK Dividend with respect to each outstanding share of Series B Preferred Stock. Each such dividend shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if such date is not a business day, the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) beginning on January 15, 2001. Such dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock from the date of such share's issuance; provided, however, that dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption or conversion, as the case may be. Dividends on the Series B E Preferred Stock shall be payable to holders of record as they appear on determined by dividing (i) the stock register amount of the Corporation on PIK Dividend (were it paid in cash) by (ii) the arithmetic average of the Weighted Average Price of the Common Stock for each of the ten (10) consecutive Trading Days preceding the Dividend Date corresponding to such record datePIK Dividend (the “PIK Dividend Average Price”). To the extent that any PIK Dividend would result in the issuance of a fractional share of Common Stock to any Holder, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Date), as then the amount of such fraction multiplied by the PIK Dividend Average Price shall be fixed by the Board of Directors paid in cash (a "Series B Dividend Record Date"). Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c)unless there are no legally available funds with which to make such cash payment, below (in which case dividends shall accrue and event the number of shares of Common Stock to be paid through the date of issued to each such event), no dividends Holder shall be payable on rounded up to the Series B Preferred Stock for any partial dividend periodnearest whole share).

Dividends. a. (a) The holders of record on the shares of Series B Dividend Record Date (as defined below) of the outstanding Series B A Preferred Stock shall be entitled to receive dividends, as and when declared by the Board of Directors out of funds legally available therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock at the rate of six percent (6%) per annum, resulting in the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B A Preferred Stock, when, as and if declared by the Board of Directors, out of funds legally available for the payment of dividends, cumulative dividends at a rate per annum equal to two percent (2%) of the then effective Liquidation Preference per share, payable in (A) cash, (B) additional shares of Series A Preferred Stock (ADDITIONAL SHARES) or (C) any combination of the foregoing in accordance with the terms of this paragraph 4; provided, however, that dividends must be payable solely in cash unless, with respect to each Dividend Payment Date (as hereinafter defined) on which the Corporation elects to pay all or a portion of the applicable dividend in Additional Shares, the Corporation delivers to the holders a certified resolution of the Board of Directors of the Corporation finding that payment of the dividend solely in cash would materially adversely affect the financial condition of the Corporation; and provided, further, however that the Corporation may not issue Additional Shares in lieu of cash dividends unless sufficient shares of Series A Preferred Stock remain authorized and available for issuance. Such dividends shall be cumulative from the Issue Date regardless of when actually issued (except that dividends on Additional Shares shall accrue from the date such Additional Shares are issued), whether or not in any Dividend Period or Dividend Periods there shall be funds of the Corporation legally available for the payment of such dividends and whether or not dividends are declared, and shall be payable on April 21 of each year (unless such day is not a Business Day, in which event such dividends shall be payable on the next succeeding Business Day) (each such date being a DIVIDEND PAYMENT DATE and each such annual period being a DIVIDEND PERIOD). Each such dividend shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if such date is not a business day, to the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) beginning on January 15, 2001. Such dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock from the date of such share's issuance; provided, however, that dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption or conversion, as the case may be. Dividends on the Series B Preferred Stock shall be payable to holders of record of shares of the Series A Preferred Stock as they appear on the stock share register of the Corporation on the corresponding Record Date. As used herein, the term RECORD DATE means, with respect to the dividend payable on April 21 of each year, the date 45 days preceding April 21. Accrued and unpaid dividends for any past Dividend Periods may be declared and paid at any time, without reference to any Dividend Payment Date, to holders of record on such record date, not less than 15 nor more than 60 45 days preceding a dividend the payment date (including a Series B Dividend-in-Kind Payment Date)thereof, as shall may be fixed by the Board of Directors (a "Series B Dividend Record Date")Directors. Except in Dividends shall accumulate to the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be extent that they are not paid through the date of such event), no dividends shall be payable on the Series B Preferred Stock Dividend Payment Date for any partial dividend periodthe Dividend Period to which they relate.

Dividends. a. (a) The holders of record on Preferred Shares shall be entitled to receive, when and as declared by the Series B Board of Directors, out of funds legally available for the payment of dividends, dividends per Preferred Share at a rate equal to the product of (x) the Annual Dividend Record Date Rate and (as defined belowy) the Stated Liquidation Preference Amount. In addition, the holders of the outstanding Series B Preferred Stock Shares shall be entitled to receive dividendsdividends paid or payable on the Common Shares from time to time, as and when declared by the Board of Directors out of funds legally available therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind if any, whether paid or payable each year in additional cash, shares of Series B Capital Stock of the Corporation (including, but not limited to, Common Shares), evidence of its Indebtedness, rights or warrants to subscribe for or purchase any of its securities or any other assets or property, with respect to the number of Common Shares, or portion thereof, into which each Preferred Stock Share is then convertible at the rate of six percent (6%) per annum, resulting Conversion Price. The amount referred to in the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock foregoing sentence with respect to each share Dividend Period shall be determined as of Series B the applicable Dividend Payment Record Date by multiplying the number of Common Shares, or portion thereof calculated to the fourth decimal point, into which a Preferred StockShare would be convertible at the opening of business on such Dividend Payment Record Date (based on the Conversion Price then in effect) by the dividend payable or paid for such Dividend Period in respect of a Common Share outstanding as of the record date for the payment of dividends on the Common Shares with respect to such Dividend Period or, if different, with respect to the most recent period for which dividends with respect to the Common Shares have been declared. All dividends payable under the first sentence of this Section 3(a) shall be cumulative from the Issue Date, whether or not in any Dividend Period or Periods there shall be funds of the Corporation legally available for the payment of such dividends, and shall be payable, when, as and if authorized and declared, in arrears on Dividend Payment Dates, commencing on the first Dividend Payment Date after the Issue Date. Each such dividend shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if such date is not a business day, in arrears to the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) beginning on January 15, 2001. Such dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock from the date of such share's issuance; provided, however, that dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption or conversion, as the case may be. Dividends on the Series B Preferred Stock shall be payable to holders of record of the Preferred Shares, as they appear on the stock register records of the Corporation at the close of business on such each record date, which shall not less than 15 nor be more than 60 30 days preceding a dividend payment date the applicable Dividend Payment Date (including a Series B Dividend-in-Kind the “Dividend Payment Record Date”), as shall be fixed by the Board of Directors Directors. Any Dividend Arrearages may be authorized and declared and paid at any time, without reference to any regular Dividend Payment Date, to holders of record on such date, which shall not be more than 45 days preceding the payment date thereof, as may be fixed by the Board of Directors. Dividends on the Preferred Shares shall, at the Corporation’s option, on each Dividend Payment Date, either (a "Series B Dividend Record Date"). Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and i) be paid through in cash on such Dividend Payment Date or (ii) added to the date Stated Liquidation Preference Amount for the purposes of calculating dividends pursuant to this Section 3(a) (until such eventtime as the Corporation declares and pays such dividend in full and in cash, at which time, such dividend shall no longer be part of the Stated Liquidation Preference Amount for the purposes of calculating dividends pursuant to this Section 3(a)) (any amount that has been added to the Stated Liquidation Preference Amount and not yet paid, no dividends shall be payable on the Series B Preferred Stock for any partial dividend perioda “Dividend Arrearage”).

Dividends. a. The holders (a) Holders of record on the shares of Series B Dividend Record Date (as defined below) of the outstanding Series B A Preferred Stock shall be entitled to receive dividendscumulative dividends on the Series A Preferred Stock payable semiannually, as and when which dividends shall be declared by the Board of Directors or a duly authorized committee thereof, out of funds the assets of the Company legally available therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date , and shall be entitled payable semiannually commencing on the 180th day following the Issue Date (or the following Business Day if any such payment date is not a Business Day) (each such date being referred to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock herein as a “Dividend Payment Date”) at the rate per annum of six percent (6%) % per annumshare on the Liquidation Preference; provided that, resulting in the holder event that on any Dividend Payment Date, the Company is not permitted to declare or pay such dividend or incur such liability either (x) as a matter of law or (y) under the terms of any loan agreement, credit agreement, guaranty, or related agreement, such dividend (a “Deferred Dividend”) shall not be declared by the Board of Directors, shall not be paid or payable on such Dividend Payment Date and no liability shall be incurred in respect thereof, and instead, such Deferred Dividend shall be declared, become payable and be paid and the liability in respect thereof be incurred on the first succeeding Dividend Payment Date on which the Company is not prohibited from declaring, paying and incurring the liability in respect of such Deferred Dividend (and, for the avoidance of doubt, such Deferred Dividend shall be payable in addition to, and not in lieu of, any dividend which would ordinarily be payable on such succeeding Dividend Payment Date). The amount of dividends payable for any other period that is shorter or longer than a full semiannual dividend period will be computed on the basis of a 360-day year consisting of twelve 30-day months. Commencing on and following the Meeting End Date, in the event that dividends are paid on shares of Common Stock in any dividend period with respect to the Series A Preferred Stock, then a dividend shall be payable in respect of each share of Series B A Preferred receiving Stock for such period in an amount equal to the greater of (i) the amount otherwise payable in respect of such share of Series A Preferred Stock in accordance with the foregoing paragraph and (ii) the product of (A) the aggregate dividends payable per share of Common Stock in such dividend period times (B) the number of shares of Common Stock into which such share of Series A Preferred Stock is then convertible. For purposes of this Section 3(a), a dividend of 0.06 additional shares of Series B Preferred Stock period with respect to each share of Series B Preferred Stocka Dividend Payment Date is the period commencing on the preceding Dividend Payment Date (or, if there is no preceding Dividend Payment Date, the Issue Date) and ending on the day immediately prior to the next Dividend Payment Date. Each such dividend shall be Dividends payable on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if such date is not a business day, the dividends due on such Series B Dividend-in-Kind Dividend Payment Date shall be paid payable to Holders of record on the next succeeding close of business day) beginning on January 15, 2001. Such dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock from the date of such share's issuance; provided, however, that dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption or conversion, as the case may be. Dividends on the Series B Preferred Stock shall be payable to holders of record as they appear day on the stock register of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Date), as shall be fixed by which the Board of Directors or a duly authorized committee thereof declares the dividend payable (each, a "Series B “Dividend Record Date"”). Except Notwithstanding anything in this Section 3(a) to the case of a redemption under Section 4 contrary, and without limiting any other remedy available to the Company or mandatory conversion under Section 6(c)any other party, below (in which case dividends shall not accrue and be paid through the date of such event), no dividends shall or be payable on in respect of shares initially issued to any Holder who is contractually obligated to appear and vote in favor of any proposal made at a meeting of stockholders of the Series B Preferred Stock for any partial dividend periodCompany in order to effect the Stockholder Approval (or whose transferor Holder was so obligated) if such Holder (or such transferor Holder or the Affiliates of either) fails so to appear and vote in favor. Any shares issued to such Holders shall bear the Stockholder Approval Legend.

Dividends. a. The holders of record on the Series B Dividend Record Date (as defined below) of the then outstanding Series B Preferred Stock Shares shall be entitled to receive dividendsreceive, when and as and when declared by the Board of Directors Trustees out of any funds legally available therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock , cumulative dividends at the rate of six percent (6%) $22.8125 per annumshare per year, resulting payable in equal amounts of $5.703125 per share quarterly in cash on the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B Preferred Stock. Each such dividend shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (fifteenth day, or if such date is not a business dayBusiness Day, the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) Business Day, of January, April, July and October in each year, beginning on January 15, 2001. Such dividends shall be cumulative 1996 (each such day being hereinafter called a "Quarterly Dividend Date" and shall accrue on each share of Series B Preferred Stock from the date of such share's issuance; provided, however, that dividends shall cease to accrue period ending on a share of Series B Preferred Stock following such share's redemption or conversionQuarterly Dividend Date being hereinafter called a "Dividend Period"), as the case may be. Dividends on the Series B Preferred Stock shall be payable to holders shareholders of record as they appear on at the stock register close of the Corporation business on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Date), as shall be fixed by the Board of Directors Trustees at the time of declaration of the dividend (a the "Series B Dividend Record Date"), which shall be not less than 10 nor more than 30 days preceding the Quarterly Dividend Date. Except in The amount of any dividend payable for the case initial Dividend Period and for any other Dividend Period shorter than a full Dividend Period shall be prorated and computed on the basis of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends 360-day year of twelve 30-day months. Dividends on each share of Series B Preferred Shares shall accrue and be paid through cumulative from and including the date of original issue thereof, whether or not (i) dividends on such event), no dividends shares are earned or declared or (ii) on any Quarterly Dividend Date there shall be payable funds legally available for the payment of dividends. Dividends paid on the Series B Preferred Stock Shares in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a per share basis among all such shares at the time outstanding. The amount of any dividends accrued on any Series B Preferred Shares at any Quarterly Dividend Date shall be the amount of any unpaid dividends accumulated thereon, to and including such Quarterly Dividend Date, whether or not earned or declared, and the amount of dividends accrued on any shares of Series B Preferred Shares at any date other than a Quarterly Dividend Date shall be equal to the sum of the amount of any unpaid dividends accumulated thereon, to and including the last preceding Quarterly Dividend Date, whether or not earned or declared, plus an amount calculated on the basis of the annual dividend rate of $22.8125 for any partial dividend periodthe period after such last preceding Quarterly Dividend Date to and including the date as of which the calculation is made based on a 360-day year of twelve 30- day months. Except as provided in these Articles, the Series B Preferred Shares shall not be entitled to participate in the earnings or assets of the Trust.

Dividends. a. The holders (1) Holders of record on shares of the Series B Dividend Record Date F Preferred Stock are entitled to receive, when, as, and if authorized by the Board of Directors and declared by the Corporation, out of funds of the Corporation legally available for the payment of dividends, cumulative cash dividends at the rate of 6.70% of the Liquidation Preference (as defined below) per annum per share (equivalent to an annual rate of $1.675 per share). Dividends on the outstanding Series B F Preferred Stock shall accrue daily, shall accrue and be entitled to receive dividendscumulative from [___], as 2013 (the “Original Issue Date”) and when declared by the Board of Directors out of funds legally available therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock at the rate of six percent (6%) per annum, resulting in the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B Preferred Stock. Each such dividend shall be payable monthly in arrears on or about the 15th day of each January 15 month (each a "Series B Dividend-in-Kind “Dividend Payment Date"”) (or commencing [___] 15, 2013; provided that if such date any Dividend Payment Date is not a business dayBusiness Day (as defined below), then the dividends due dividend which would otherwise have been payable on such Series B Dividend-in-Kind Dividend Payment Date shall may be paid on the next succeeding business day) beginning Business Day with the same force and effect as if paid on January 15, 2001. Such such Dividend Payment Date and no interest or additional dividends shall be cumulative and or other sum shall accrue on the amount so payable for the period from and after such Dividend Payment Date to such next succeeding Business Day. The period from and including the Original Issue Date to but excluding the first Dividend Payment Date, and each share of Series B Preferred Stock subsequent period from and including a Dividend Payment Date to but excluding the date of such share's issuance; providednext succeeding Dividend Payment Date, however, that dividends shall cease to accrue on is hereafter called a share of Series B Preferred Stock following such share's redemption or conversion, as the case may be. Dividends “Dividend Period.” Any dividend payable on the Series B F Preferred Stock Stock, including dividends payable for any partial dividend period, will be computed on the basis of a 360-day year consisting of twelve 30-day months; provided that the dividend per share payable on the first Dividend Payment Date, which shall be [___] 15, 2013, will be equal to the sum of (1) the regular monthly dividend per share plus (2) the pro rated portion of the regular monthly dividend per share which shall be calculated based on the number of days from and including the Original Issue Date to but excluding [___] 15, 2013 (computed on the basis of a 360-day year consisting of twelve 30-day months). Dividends will be payable to holders of record as they appear on in the stock register records of the Corporation at the close of business on such the applicable record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Date), as which shall be fixed by the Board first day of Directors the calendar month, whether or not a Business Day, in which the applicable Dividend Payment Date falls (each, a "Series B “Dividend Record Date"”). Except Notwithstanding any provision to the contrary contained in these terms of the case Series F Preferred Stock, each outstanding share of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no dividends Series F Preferred Stock shall be entitled to receive, and shall receive, a dividend with respect to any Dividend Record Date equal to the greatest amount payable as a dividend with respect to any other share of Series F Preferred Stock which is outstanding on such date. The dividends payable on the Series B Preferred Stock for any partial dividend periodDividend Payment Date shall include dividends accrued to but excluding such Dividend Payment Date.

Dividends. a. The holders (a) Each of Parent and the Company shall declare a dividend to their respective stockholders, the record and payment date for which shall be the close of business on the Series B Dividend Record Date (as defined below) of last Business Day prior to the outstanding Series B Preferred Stock shall be entitled Effective Time, in each case, subject to receive dividends, as and when declared by the Board of Directors out of funds being legally available therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date The per share dividend amount payable by the Company shall be entitled an amount equal to one (i) the Company’s most recent monthly dividend-in-kind payable each year in additional shares , multiplied by the number of Series B Preferred Stock at days elapsed since the rate last dividend record date through and including the day prior to the day on which the Effective Time occurs, and divided by the actual number of six percent (6%) per annum, resulting days in the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B Preferred Stock. Each calendar month in which such dividend is declared, plus (ii) if necessary to enable the Company to make aggregate dividend distributions during its final taxable period equal to the Minimum Distribution Dividend, an additional amount (the “Company Additional Dividend Amount”) necessary so that the aggregate dividend payable is equal to the Minimum Distribution Dividend, plus (iii) the Parent Additional Dividend Amount, if any, divided by the quotient of (A) one (1) divided by (B) the Exchange Ratio. The per share dividend amount payable by Parent shall be an amount equal to (i) Parent’s most recent quarterly dividend, multiplied by the number of days elapsed since the last dividend record date through and including the day prior to the day on which the Effective Time occurs, and divided by the actual number of days in the calendar quarter in which such dividend is declared, plus (ii) the Company Additional Dividend Amount, if any, divided by the Exchange Ratio, plus (iii) if necessary to enable Parent to make aggregate dividend distributions during the taxable year that includes the Closing Date equal to the Minimum Distribution Dividend, an additional amount (the “Parent Additional Dividend Amount”) necessary so that the aggregate dividend payable on or about each January 15 (a "Series B is equal to the Minimum Distribution Dividend-in-Kind Payment Date") (or if such date . If the Company determines it is not a business daynecessary to declare the Additional Dividend Amount, the dividends due on such Series B Dividend-in-Kind Payment Date Company shall be paid on the next succeeding business day) beginning on January 15, 2001. Such dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock from the date notify Parent of such share's issuance; provided, however, that dividends shall cease determination at least ten (10) days prior to accrue on a share of Series B Preferred Stock following such share's redemption or conversion, as the case may be. Dividends on the Series B Preferred Stock shall be payable to holders of record as they appear on the stock register of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Date), as shall be fixed by the Board of Directors (a "Series B Dividend Record Date"). Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the Series B Preferred Stock for any partial dividend periodCompany Stockholder Meeting.

Dividends. a. The (a) Subject to the preferential rights of the holders of record on any class or series of beneficial interest of the Trust ranking senior to the Series B A Preferred Shares as to dividends, holders of Series A Preferred Shares shall be entitled to receive, when, as and if authorized by the Board of Trustees and declared by the Trust, out of funds legally available for the payment of dividends, cumulative cash dividends at the rate of 7.125% per annum of the $25.00 liquidation preference per Series A Preferred Share (equivalent to a fixed annual amount of $1.78125 per Series A Preferred Share). Such dividends shall accrue and be cumulative from and including [ ] (the “Original Issue Date”) and shall be payable quarterly in arrears on each Dividend Record Payment Date (as defined below) of the outstanding Series B Preferred Stock shall be entitled to receive dividends), as and when declared by the Board of Directors out of funds legally available therefor. Record holders of Series B Preferred Stock on a Series B commencing [ ]; provided, however, that if any Dividend Record Payment Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock at the rate of six percent (6%) per annum, resulting in the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B Preferred Stock. Each such dividend shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if such date is not a business dayBusiness Day (as defined below), then the dividends due dividend which would otherwise have been payable on such Series B Dividend-in-Kind Dividend Payment Date shall may be paid on the next succeeding business day) beginning on January 15Business Day, 2001. Such dividends except that, if such Business Day is in the next succeeding calendar year, such payment shall be cumulative made on the immediately preceding Business Day, in each case with the same force and effect as if paid on such Dividend Payment Date, and no interest or additional dividends or other sums shall accrue on each share the amount so payable from such Dividend Payment Date to such next succeeding Business Day. The amount of Series B Preferred Stock from the date of such share's issuance; provided, however, that dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption or conversion, as the case may be. Dividends any dividend payable on the Series B A Preferred Stock Shares for any Dividend Period (as defined below) shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Dividends will be payable to holders of record as they appear in the shareholder records of the Trust at the close of business on the stock register of applicable Dividend Record Date (as defined below). Notwithstanding any provision to the Corporation contrary contained herein, each outstanding Series A Preferred Share shall be entitled to receive a dividend with respect to any Dividend Record Date equal to the dividend paid with respect to each other Series A Preferred Share that is outstanding on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Date), as shall be fixed by the Board of Directors (a "Series B Dividend Record Date"). Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the Series B Preferred Stock for any partial dividend period.“

Dividends. a. The holders of record 1. Beginning on the Series B Dividend Record Date (as defined below) applicable Issue Date, the Holders of the outstanding Series B shares of Convertible Preferred Stock being issued on such Issue Date shall be entitled to receive dividendsreceive, as when, as, and when if declared by the Board of Directors Special Committee, out of funds legally available therefor. Record holders , cash dividends on each share of Series B Convertible Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock Stock, at the rate (the "Dividend Rate") of six percent (6%) 10 3/8% per annum, resulting in annum multiplied by the holder of each then-effective liquidation preference per share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B the SECOND AMENDED AND RESTATED ARTICLES OF INCORPORATION OF KEVCO, INC.-PAGE 6 204 Convertible Preferred Stock. Each such dividend Additional dividends, at the Dividend Rate, shall accrue in respect of, and compound on, any dividends which are in arrears. All dividends shall be payable on cumulative, whether or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (not earned or if such date is declared, from the Issue Date and shall compound to the extent not a business day, the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) beginning on January 15Dividend Payment Date, 2001. Such dividends and shall be cumulative and shall accrue payable quarterly in arrears on each share Dividend Payment Date, commencing on the first Dividend Payment Date after the applicable Issue Date. At the option of the corporation as determined by the Special Committee, any dividend payable on any Dividend Payment Date may be declared and paid wholly or partially "in kind" in lieu of cash, by issuing whole shares of Series B Nonvoting Preferred Stock from on such Dividend Payment Date with an aggregate liquidation preference in an amount equal to the aggregate cash dividend cumulated and unpaid to such date (or any portion thereof) with cash paid in lieu of such share's issuance; provided, however, that issuing fractional shares. The amount of any dividends shall cease to accrue payable on a share any Dividend Payment Date not declared or paid in full in cash or by the issuance of shares of Series B Preferred Stock following such share's redemption or conversion, as the case may be. Dividends on the Series B Nonvoting Preferred Stock shall be added to the liquidation preference of the Convertible Preferred Stock on such date. Each dividend shall be payable to holders Holders of record as they appear on the stock register books of the Corporation corporation on such record date, not less than 15 nor more than 60 days the Dividend Record Date immediately preceding a dividend payment date (including a Series B Dividend-in-Kind the related Dividend Payment Date), as shall be fixed by the Board of Directors (a "Series B Dividend Record Date"). Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the Series B Preferred Stock for any partial dividend period.

Dividends. a. The holders Holders of record on the Series B Dividend Record Date (as defined below) shares of the outstanding Series B 6% Senior Preferred Stock shall will be entitled to receive dividendsreceive, when, as and when if declared by the Board of Directors out of funds of the Company legally available therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock for payment, cash dividends at the an annual rate of six percent 6% of the Liquidation Preference (6%) or $10.00 per annumshare, resulting subject to adjustment), payable quarterly in the holder arrears on March 31, June 30, September 30 and December 31 of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B Preferred Stockyear, commencing March 31, 1998. Each such dividend shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if such date is not a business day, the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) beginning on January 15, 2001. Such dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock from the date of such share's issuance; provided, however, that dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption or conversion, as the case may be. Dividends on the Series B Preferred Stock shall will be payable to holders of record as they appear on the stock register of the Corporation Company on such a record date, not less than 15 nor more than 60 nor less than 10 days preceding a dividend before the payment date (including a Series B Dividend-in-Kind Payment Date)date, as shall be fixed by the Board of Directors (a "Series B Dividend Record Date")Board. Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue Dividends will accumulate and be paid through cumulative from and after the date on which each share of such event), no dividends shall be 6% Senior Preferred Stock is issued. Dividends payable on the Series B 6% Senior Preferred Stock for each full dividend period will be computed by annualizing the dividend rate and dividing by four. Dividends payable for the first dividend period and any partial period less than a full dividend periodperiod will be computed on the basis of a 360-day year consisting of twelve 30-day months. The 6% Senior Preferred Stock will not be entitled to any dividend, whether payable in cash, property or stock, in excess of full cumulative dividends. No interest, or sum of money in lieu of interest, will be payable in respect of any accrued and unpaid dividends. No full dividends may be declared or paid or funds set apart for the payment of dividends on any securities except for Senior Dividend Securities, if any, for any period unless full cumulative dividends shall have been paid or set apart for such payment on the 6% Senior Preferred Stock. If full dividends are not so paid, the 6% Senior Preferred Stock shall share dividends pro rata with the Parity Dividend Securities so that in all cases the amount of dividends declared per share on the 6% Senior Preferred Stock and Parity Dividend Securities bear to each other the same ratio that the accumulated dividends per share on the shares of 6% Senior Preferred Stock and Parity Dividend Securities bear to each other. No dividends may be paid or set apart for such payment on Junior Dividend Securities (except dividends on Junior Dividend Securities in additional shares of Junior Dividend Securities) and no Junior Dividend Securities may be repurchased, redeemed or otherwise acquired nor may funds be set apart for payment with respect thereto, if full dividends have not been paid on the 6% Senior Preferred Stock. Notwithstanding the 21 foregoing, the Company may redeem, purchase or otherwise acquire Junior Dividend Securities (a) by conversion into, exchange for, or out of the cash proceeds from the exercise of Exchange Warrants or the substantially concurrent offering of, Junior Dividend Securities or (b) in the ordinary course of business pursuant to the terms of any employee stock incentive plan adopted by the Board.

Dividends. a. The 2.1 From and after July 1, 2016 (and, for the avoidance of doubt, including July 1, 2016), the holders of record on the Series B Dividend Record Date (as defined below) of the outstanding Series B J Preferred Stock shall be entitled to receive dividendsreceive, as and when declared by prior in preference to the Board holders of Directors any Junior Stock, out of funds legally available therefor. Record holders of Series B Preferred Stock , dividends on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock at the rate of six percent (6%) per annum, resulting in the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B J Preferred Stock with respect at a rate equal to each share fifteen percent (15%) of the Series B J Original Issue Price thereof per annum plus all accumulated and unpaid dividends thereon payable when, as and if declared by the Corporation’s Board of Directors or upon a Liquidation Event, redemption, repurchase or conversion of the Series J Preferred Stock. Each such dividend shall be payable on or about each January 15 Stock (a "Series B Dividend-in-Kind “Dividend Payment Date") (or if such date is not a business day, the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) beginning on January 15, 2001Event”). Such dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock from the date of such share's issuance; provided, however, that cumulative. All dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption or conversion, as the case may be. Dividends accruing on the Series B J Preferred Stock shall be payable paid by the issuance of additional shares of Series J Preferred Stock (including fractional shares) in an amount equal in number to holders of record as they appear on the stock register aggregate amount of the Corporation on dividend to be paid divided by the Series J Original Issue Price (“Accruing Dividend Shares”). When Accruing Dividend Shares are issued pursuant to this Section 2.1, such record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Date), as shares shall be fixed by the Board deemed to be validly issued and outstanding and fully paid and non-assessable. The amount of Directors (a "dividends payable per share of Series B Dividend Record Date"). Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the Series B J Preferred Stock for any period shorter than a full year shall be computed ratably on the basis of twelve (12) thirty (30) day months and a three-hundred sixty (360) day year. Notwithstanding the foregoing, if any of the representations, warranties or agreements set forth in that certain Comfort Letter, effective March 31, 2016, from the Corporation to DMRJ Group LLC and Montsant Partners LLC is or becomes breached or is or becomes false or misleading in any respect, then the dividend rate otherwise applicable hereunder, as set forth in the preceding paragraph, shall be increased by an additional fourteen percent (14%) per annum (prorated for partial dividend periodyears), not to exceed the maximum amount (if any) permitted by law.

Dividends. a. The holders of record on the shares of Series B Dividend Record Date (as defined below) of the outstanding Series B F Preferred Stock shall be entitled to receive dividendsin preference to the holders of any and all other classes of Preferred Stock and Common Stock, as when and when if declared by the Board of Directors Directors, out of funds legally available therefor, cumulative dividends on such Series F Preferred Stock in cash at the rate per annum of $0.163 per share from the Issuance Date (as defined below), subject to proration for partial years on the basis of a 365-day year (the “Series F Preferred Dividends”). Record The holders of the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock, the Series D Preferred Stock on a and the Series B Dividend Record Date E Preferred Stock (collectively, the “Junior Preferred Stock”) shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock at the rate of six percent (6%) per annumreceive, resulting in the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock pari passu with respect to each such series of Junior Preferred Stock and in preference to the Junior Stock (as defined in Section A.12), when as and if declared by the Board of Directors, out of funds legally available therefore, cumulative dividends on such Preferred Stock in cash at the rate per annum of $0.036 per share of with respect to the Series A Preferred Stock, $0.052 per share with respect to the Series B Preferred Stock. Each such dividend shall be payable , $0.051 per share with respect to the Series C Preferred Stock, $0.146 per share with respect to the Series D Preferred Stock and $0.154 per share with respect to the Series E Preferred Stock, from the Issuance Date, subject to proration for partial years on or about each January 15 the basis of a 365 day year (a "Series B Dividend-in-Kind Payment Date") (or if such date is not a business daycollectively, the dividends due “Junior Preferred Dividends” and together with the Series F Preferred Dividends, the “Preferred Dividends”). As to each share of Preferred Stock, the date on which such share of Preferred Stock was issued by the Corporation is referred to as the “Issuance Date.” The Series B Dividend-in-Kind Payment F Preferred Dividends and the Junior Preferred Dividends will accumulate commencing as of the applicable Issuance Date shall be paid on the next succeeding business day) beginning on January 15, 2001. Such dividends and shall be cumulative and compounded annually, to the extent unpaid, whether or not they have been declared and whether or not the Corporation may legally pay the dividends. No dividends on the Junior Preferred Stock shall accrue be paid or set apart for payment unless, at the same time, a like proportionate dividend shall be paid or set apart to all shares of Junior Preferred Stock then outstanding. Dividends paid in an amount less than the total amount of such dividends at the time accumulated and payable on all outstanding shares of Junior Preferred Stock shall be allocated pro rata based upon the relative cumulative and unpaid dividends on all such shares at the time outstanding. So long as any shares of Series F Preferred Stock are outstanding and the Series F Preferred Dividends have not been paid in full in cash, (a) no dividend whatsoever (other than stock dividends) shall be paid or declared, and no distribution shall be made on any shares of the Junior Preferred Stock or the Junior Stock; and (b) except as provided in Section A.8(g)(iv), no shares of Common Stock or other shares of Junior Stock shall be repurchased, redeemed or acquired by the Corporation and no monies shall be paid into or set aside or made available for a sinking fund for the purchase, redemption or acquisition thereof. So long as any shares of Junior Preferred Stock are outstanding and the Junior Preferred Dividends have not been paid in full in cash, (a) no dividend whatsoever (other than stock dividends) shall be paid or declared, and no distribution shall be made on any shares of the Junior Stock; and (b) except as provided in Section A.8(g)(iv), no shares of Common Stock or other shares of Junior Stock shall be repurchased, redeemed or acquired by the Corporation and no monies shall be paid into or set aside or made available for a sinking fund for the purchase, redemption or acquisition thereof. In addition to the Preferred Dividends, the holders of Preferred Stock shall be entitled to receive, together with the Series 1 Stock, out of funds legally available therefor, any dividends declared on the Common Stock (treating each share of Series B Preferred Stock from or Series 1 Stock as being equal to the date number of shares of Common Stock into which each such share's issuance; provided, however, that dividends shall cease to accrue on a share of Series B Preferred Stock following or Series 1 Stock would be converted if it were converted pursuant to the provisions of Section A.6 hereof with such share's redemption number determined as of the record date for the determination of holders of Common Stock entitled to receive such dividends). All numbers relating to the calculation of dividends pursuant to this Section A.3 shall be subject to equitable adjustment in the event of any stock split, combination, reorganization, recapitalization, reclassification or conversionother similar event involving a change in the Series A Preferred Stock, as the case may be. Dividends on the Series B Preferred Stock shall be payable to holders of record as they appear on the stock register of the Corporation on such record dateStock, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Date), as shall be fixed by the Board of Directors (a "Series B Dividend Record Date"). Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the Series B C Preferred Stock, the Series D Preferred Stock, the Series E Preferred Stock, the Series F Preferred Stock for any partial dividend periodor the Series 1 Stock.

Dividends. a. The Subject to Section E below, the holders of record on shares of Convertible Preferred Stock, in preference to the Series B Dividend Record Date (as defined below) holders of the outstanding Series B Preferred Stock any Junior Securities other than Common Stock, shall be entitled to receive dividends, as and when mandatory cash dividends on an As-Converted-to-Common-Stock-Basis in an amount equal to the cash dividends declared by the Board of Directors on the Common Stock out of funds of the Corporation legally available therefor, but only as, when, and if so declared. Record The Convertible Preferred Stock will not accrue dividends until and unless the date on which the holders of Series B Capital Stock of the Corporation do not approve the Merger at the first meeting of stockholders upon which such matter is submitted for a vote after the date hereof or otherwise on the 60th day following the closing of the Exchange Offer if the Merger has not been consummated by such date (the “Dividend Accrual Date”). Beginning on and following such Dividend Accrual Date and ending on the date upon which the Merger becomes effective, the Convertible Preferred Stock shall accrue cumulative dividends on its Liquidation Preference at an annual rate of 20%, which shall be added to the Liquidation Preference of such Convertible Preferred Stock on a Series B Dividend Record Date the last day of each calendar quarter (i.e., March 31, June 30, September 30 and December 31) (all dividends on Convertible Preferred Stock described in this Section D declared or accrued but remaining unpaid and which have not been added to the Liquidation Preference pursuant to this Section D being referred to herein as “Accrued Dividends”). All dividend accruals pursuant to this Section D shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock at the rate of six percent (6%) per annum, resulting in the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B Preferred Stock. Each such dividend shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if such date is not a business day, the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) beginning on January 15, 2001. Such dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock from the date of such share's issuance; provided, however, that dividends shall cease to accrue based on a share of Series B Preferred Stock following such share's redemption or conversion, as the case 365-day year. Any Accrued Dividends shall not bear interest. Accrued but unpaid dividends may be. Dividends on the Series B Preferred Stock shall be payable to holders of record as they appear on the stock register of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Date), as shall be fixed by the Board of Directors (a "Series B Dividend Record Date"). Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue declared and be paid through the date of such event), no dividends shall be payable on the Series B Preferred Stock for at any partial dividend periodtime.

Dividends. a. The holders shareholders of record the Company, upon the vote of a majority of the Common Stock and Preferred Stock voting together as a single class, may declare and pay dividends, subject to the availability of distributable earnings or reserves (retained earnings) pursuant to Argentine law; provided that if not declared and paid, including due to the absence of distributable earnings or reserves (retained earnings) in accordance with Argentine law, the dividend preference of the Preferred Stock shall accumulate up to the date on which payment in full of all such accumulated dividend preferences is made. The Company shall have the right to pay such accumulated amounts in full or in part at any time, as long as payment of such accumulated amounts as dividends is permitted under Argentine law as a result of the availability of distributable earnings or reserves (retained earnings) pursuant to such Argentine law. Until the payment of accumulated dividend preferences on the Series B Dividend Record Date (Preferred Stock shall have occurred, dividends may not be declared as defined below) of to the outstanding Series B common shares. The preference as to dividends for the Preferred Stock shall be entitled calculated at an annual rate equal to receive dividends10.0% of the Liquidation Preference from the issue date of the Preferred Stock; provided that if the shareholders of the Company do not declare or, if so declared, the Company does not pay in any year beginning in 2020 cash dividends on the Preferred Stock at such annual rate by the earlier of (i) May 30 of such year or (ii) the 30th day after the date in such year on which the shareholders of the Company declared such dividend (each such date, a “Dividend Payment Date”), the aforementioned annual rate shall increase by 1.0% from such Dividend Payment Date until the next Dividend Payment Date. If such accumulated dividends are not declared and paid in cash on the subsequent Dividend Payment Date, the annual rate of dividends payable on the Preferred Stock (adjusted as provided in the preceding sentence) shall increase by an additional 1.0% of the annual rate then payable from such Dividend Payment Date annually until all of such accumulated dividends are declared and when paid. On the date all of such accumulated dividends are declared and paid in cash, the annual rate shall be reduced to 10.0% of the Liquidation Preference. In addition, the Preferred Stock shall participate with the Common Stock on an as converted basis on any dividend declared by the Board shareholders of Directors out of funds legally available thereforthe Company on the Common Stock. Record holders of Series B The Company may not declare or pay dividends on the Common Stock unless and until all accumulated dividend preferences on the Preferred Stock on a Series B Dividend Record Date have been paid in cash. Conversion Rights: Each share of Preferred Stock shall be entitled to one dividend-in-kind payable each year in additional (1) mandatorily and automatically converted into a number of shares of Series B Preferred Common Stock on the date on which a Qualified Equity Offering1 is consummated or (2) convertible at any time at the rate option of six percent (6%) per annum, resulting in the holder into a number of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Common Stock, in each case, equal to (the “Conversion Ratio”) the greater of (i) 5.5556 shares of Common Stock with respect per US$1.00 of Liquidation Preference at the time of such conversion (including accumulated and unpaid dividends to each share of Series B Preferred Stock. Each such dividend shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if such date is not a business day, the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) beginning on January 15, 2001. Such dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock from the date of such share's issuance; providedconversion), however, that dividends shall cease to accrue on or (ii) a share number of Series B Preferred shares of Common Stock following per US$1.00 of Liquidation Preference at the time of such share's redemption or conversion, as the case may be. Dividends on the Series B Preferred Stock shall be payable to holders of record as they appear on the stock register of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date conversion (including a Series B Dividend-in-Kind Payment Date), as shall be fixed by the Board of Directors (a "Series B Dividend Record Date"). Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case accumulated and unpaid dividends shall accrue and be paid through to the date of such event)conversion) equal to (a) one divided by (b) 80% of the Volume Weighted Average Price2 for the 10 trading dates following the commencement of the exchange offer. In lieu of delivering fractions of shares of Common Stock, no dividends the Company shall be payable on have the Series B option to pay a cash adjustment or the nearest whole number of shares of Common Stock in respect of such fractions. In the case of any such conversion, at the option of a holder of Preferred Stock, the Company shall deliver to such holder a number of American depositary shares representing shares of Common Stock for any partial dividend period.(the “Common ADSs”) equal to the number of shares of Common Stock owed to such holder. In lieu of delivering fractions of Common ADSs, the ADS depositary shall sell in the market the number of shares of Common Stock that would have been represented by such fractions of Common ADSs that would have been delivered to such

Dividends. a. The holders Borrowers will not, nor will they permit any other Credit Party to, declare or pay any dividends or make any distributions on its capital stock (other than dividends payable in their own capital stock) or redeem, repurchase or otherwise acquire or retire any of record on its capital stock at any time outstanding, including within the Series B Dividend Record Date (as defined below) of the outstanding Series B Preferred Stock shall be entitled to receive dividends, as and when declared by the Board of Directors out of funds legally available therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock at the rate of six percent (6%) per annum, resulting in the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B Preferred Stock. Each such dividend shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if such date is not a business day, the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) beginning on January 15, 2001. Such dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock from the date scope of such share's issuanceprohibition, any such dividends or distributions of whatever kind or type, contemplated above to any Existing Subordinated Note Indenture Additional Parties; provided, however, if (a) no Default, Event of Default or Deficiency has occurred and continues in effect or remains uncured or will result from or be caused by such dividend or distribution, and (b) Unit is in compliance with the limitations of Section 3.04 of the Existing Subordinated Notes Indenture and such dividend, distribution, redemption, repurchase or other acquisition or retirement of capital stock, together with other Restricted Payments (as that term is defined in the Existing Subordinated Notes Indenture) does not cause or result in a breach of Section 3.04 of the Existing Subordinated Notes Indenture, (i) any Subsidiary may declare and pay dividends shall cease to accrue on or make distributions to, or redeem, purchase or otherwise acquire or retire any of its capital stock from, Unit or any Subsidiary (other than and expressly excluding the Existing Subordinated Note Indenture Additional Parties), so long as such Subsidiary is not a share of Series B Preferred Stock following such share's redemption Wholly-Owned Subsidiary, if the dividend, distribution, redemption, purchase, acquisition or conversionretirement, as the case may be. Dividends , is made on the Series B Preferred Stock shall be payable a pro rata basis (or with respect to holders of record as they appear on the stock register of the Corporation on such record dateUnit or its Subsidiaries, not less better than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Datepro rata basis), as shall be fixed (ii) during any fiscal year Unit may pay cash dividends in amounts not exceeding thirty (30%) of its Consolidated Net Income (after taxes) for the preceding fiscal year, (iii) Unit may make any purchases of its outstanding common stock under a stock repurchase program approved by the Unit Board of Directors and conducted in compliance with the applicable rules and regulations of the SEC, and (a "Series B Dividend Record Date"). Except iv) Unit may declare and pay dividends with respect to its capital stock payable solely in additional shares of its capital stock (other than Disqualified Stock as that term is defined in the case of a redemption under Section 4 or mandatory conversion under Section 6(cExisting Subordinated Notes Indenture), below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the Series B Preferred Stock for any partial dividend period.

Dividends. a. The holders Parent will not, nor will the Parent permit any of record its Subsidiaries to, declare or pay any Dividends with respect to the Parent or any of its Subsidiaries, except that (i) any Subsidiary of the Borrower may pay Dividends to the Borrower or any Wholly-Owned Subsidiary of the Borrower, (ii) the Parent may pay regularly accruing Dividends with respect to Seller Preferred Stock through the issuance of additional shares of Seller Preferred Stock (but not in cash) in accordance with the terms of the documentation governing the same, (iii) the Parent may pay regularly accruing Dividends with respect to the PIK Preferred Stock (whether outstanding on the Series B Dividend Record Third Restatement Effective Date or issued thereafter in accordance with the requirements of this clause (as defined belowiii)) through the issuance of additional shares of PIK Preferred Stock (or, alternatively, through an increase in the aggregate liquidation preference of the outstanding Series B PIK Preferred Stock shall be entitled to receive dividends, as and when declared by the Board amount of Directors out the accumulated dividends thereunder) (but not in cash) in accordance with the terms of funds legally available therefor. Record holders of Series B the PIK Preferred Stock Documents, (iv) the Borrower may pay cash Dividends to the Parent, so long as (x) there shall exist no Default or Event of Default (both before and immediately after giving effect to the payment thereof), (y) the proceeds thereof are promptly used by Parent to pay operating expenses and other similar corporate overhead costs and expenses (but excluding in any event any costs, expenses or losses relating to the Development Assets) and (z) the aggregate amount of Dividends paid by the Borrower in any fiscal year of Parent pursuant to this clause (iv) does not exceed $100,000, (v) the Borrower may pay cash Dividends to the Parent in the amounts and at the times of any payment by the Parent in respect of taxes, provided that (x) the amount of cash Dividends paid pursuant to this clause (v) to enable the Parent to pay federal income taxes at any time shall not exceed the lesser of (A) the amount of such federal income taxes owing by the Parent at such time for the respective period and (B) the amount of such federal income taxes that would be owing by the Borrower and its Subsidiaries on a Series B Dividend Record Date consolidated basis for such period if determined without regard to the Parent's ownership of the Borrower and (y) any refunds shall promptly be entitled returned by the Parent to one dividend-in-kind payable each year in additional shares the Borrower and (vi) any Subsidiary of Series B Preferred Stock at the rate of six percent (6%) per annum, resulting in the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B Preferred Stock. Each such dividend shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if such date Borrower that is not a business dayWholly-Owned Subsidiary may pay cash Dividends to its shareholders or partners generally, the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) beginning on January 15, 2001. Such dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock from the date of such share's issuance; provided, however, that dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption or conversion, so long as the case may be. Borrower or its respective Subsidiary which owns the equity interest or interests in the Subsidiary paying such Dividends on receives at least its proportionate share thereof (based upon its relative holdings of equity interests in the Series B Preferred Stock shall be payable to holders of record as they appear on Subsidiary paying such Dividends and taking into account the stock register relative preferences, if any, of the Corporation on various classes of equity interests in such record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment DateSubsidiary or the terms of any agreements applicable thereto), as shall be fixed by the Board of Directors (a "Series B Dividend Record Date"). Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the Series B Preferred Stock for any partial dividend period.

Dividends. a. 3.1. The holders of record on the Series B Dividend Record Date (as defined below) of the outstanding Series B D Preferred Stock Shares shall be entitled to receive dividendsreceive, when, as and when declared if authorized by the Board of Directors and declared by the Corporation out of funds legally available thereforfor that purpose, dividends payable in cash at the Annual Dividend Rate. Record holders of Series B Preferred Stock on a Series B Dividend Record Date All dividends shall be entitled to one dividend-in-kind cumulative from the Issue Date, whether or not in any Dividend Period or Periods there shall be funds of the Corporation legally available for the payment of such dividends, and shall be payable each year monthly, when, as and if authorized and declared, in additional shares of Series B Preferred Stock at arrears on Dividend Payment Dates, commencing on the rate of six percent (6%) per annum, resulting in first Dividend Payment Date after the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B Preferred StockIssue Date. Each such dividend shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if such date is not a business day, in arrears to the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) beginning on January 15, 2001. Such dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock from the date of such share's issuance; provided, however, that dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption or conversion, as the case may be. Dividends on the Series B Preferred Stock shall be payable to holders of record of the Series D Preferred Shares, as they appear on the stock register records of the Corporation at the close of business on such each record date, which shall not less than 15 nor be more than 60 30 days preceding a dividend payment date the applicable Dividend Payment Date (including a Series B Dividend-in-Kind the “Dividend Payment Record Date”), as shall be fixed by the Board of Directors (a "Directors. Accrued and unpaid dividends for any past Dividend Periods may be authorized and declared and paid at any time, without reference to any regular Dividend Payment Date, to holders of record on such date, which shall not be more than 45 days preceding the payment date thereof, as may be fixed by the Board of Directors. The amount of accrued and unpaid dividends on any Series B Dividend Record Date"). Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the D Preferred Share at any date of such event), no dividends shall be payable on the Series B Preferred Stock for amount of any partial dividend perioddividends thereon calculated at the applicable rate to and including such date, whether or not earned or declared, which have not been paid in cash.

Dividends. a. The holders shareholders of record the Company, upon the vote of a majority of the Common Stock and Preferred Stock voting together as a single class, may declare and pay dividends, subject to the availability of distributable earnings or reserves (retained earnings) pursuant to Argentine law; provided that if not declared and paid, including due to the absence of distributable earnings or reserves (retained earnings) in accordance with Argentine law, the dividend preference of the Preferred Stock shall accumulate up to the date on which payment in full of all such accumulated dividend preferences is made. The Company shall have the right to pay such accumulated amounts in full or in part at any time, as long as payment of such accumulated amounts as dividends is permitted under Argentine law as a result of the availability of distributable earnings or reserves (retained earnings) pursuant to such Argentine law. Until the payment of accumulated dividend preferences on the Series B Dividend Record Date (Preferred Stock shall have occurred, dividends may not be declared as defined below) to the shares of Common Stock. The preference as to dividends for the outstanding Series B Preferred Stock shall be entitled calculated at an annual rate equal to receive dividends10.0% of the Liquidation Preference from the issue date of the Preferred Stock; provided that if the shareholders of the Company do not declare or, if so declared, the Company does not pay in any year beginning in 2020 cash dividends on the Preferred Stock at such annual rate by the earlier of (i) May 30 of such year or (ii) the 30th day after the date in such year on which the shareholders of the Company declared such dividend (each such date, a “Dividend Payment Date”), the aforementioned annual rate shall increase by 1.0% from such Dividend Payment Date until the next Dividend Payment Date. If such accumulated dividends are not declared and paid in cash on the subsequent Dividend Payment Date, the annual rate of dividends payable on the Preferred Stock (adjusted as provided in the preceding sentence) shall increase by an additional 1.0% of the annual rate then payable from such Dividend Payment Date annually until all of such accumulated dividends are declared and when paid. On the date all of such accumulated dividends are declared and paid in cash, the annual rate shall be reduced to 10.0% of the Liquidation Preference. In addition, the Preferred Stock shall participate with the Common Stock on an as converted basis on any dividend declared by the Board shareholders of Directors out of funds legally available thereforthe Company on the Common Stock. Record holders of Series B The Company may not declare or pay dividends on the Common Stock unless and until all accumulated dividend preferences on the Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year have been paid in additional shares of Series B Preferred Stock at the rate of six percent (6%) per annum, resulting in the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B Preferred Stockcash. Each such dividend shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if such date is not a business day, the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) beginning on January 15, 2001. Such dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock from the date of such share's issuance; provided, however, that dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption or conversion, as the case may be. Dividends on the Series B Preferred Stock shall be payable to holders of record as they appear on the stock register of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Date), as shall be fixed by the Board of Directors (a "Series B Dividend Record Date"). Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the Series B Preferred Stock for any partial dividend period.Conversion Rights:

Dividends. a. The holders Dividends that become payable on Restricted Shares -------------------- shall be held by the Company in escrow in accordance with the provisions of record this Agreement. In this connection, on each Common Stock dividend payment date while the Restricted Shares remain outstanding and restricted hereunder (each, a "RS Dividend Date"), the Company shall be deemed to have reinvested any cash dividend otherwise then payable on the Series B Restricted Shares in a number of phantom shares of Common Stock (including any fractional share) equal to the quotient of such dividend divided by the Market Value of a share of Common Stock on such RS Dividend Record Date and to have credited such shares to an unfunded book account in the Grantee's name (as defined below) the "Dividend Escrow Account"). As of each subsequent RS Dividend Date, the outstanding Series B Preferred Stock phantom shares then credited to the Dividend Escrow Account shall be entitled deemed to receive dividendsa dividend at the then applicable dividend rate, as and when declared by the Board of Directors out of funds legally available therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date which shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock at the rate of six percent (6%) per annum, resulting reinvested in the holder same manner in such account in the form of each share additional phantom shares. If any dividend payable on any RS Dividend Date is paid in the form of Series B Preferred receiving a Common Stock, then any such stock dividend of 0.06 shall be treated as additional shares of Series B Preferred Stock Restricted Shares under this Agreement, with such additional Restricted Shares being subject to the same vesting and other restrictions as the Restricted Shares with respect to each which dividends became payable, and with any fractional share of Series B Preferred Stockbeing treated as a cash dividend that is subject to the escrow and reinvestment procedures in this Section 4. Each such dividend Any other non-cash dividends credited with respect to Restricted Shares shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if such date is not a business daysubject to the escrow and reinvestment procedures in this Section 4, the dividends due on such Series B Dividend-in-Kind Payment Date and shall be paid on valued for purposes of this Section 4 at the next succeeding business day) beginning on January 15, 2001. Such dividends shall be cumulative and shall accrue on each share fair market value thereof as of Series B Preferred Stock from the date of such share's issuance; provided, however, that dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption or conversionrelevant RS Dividend Date, as determined by the case may be. Dividends on the Series B Preferred Stock shall be payable to holders Compensation Committee of record as they appear on the stock register of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Date), as shall be fixed by the Board of Directors (a the "Series B Committee") in its sole discretion. On the Vesting Date, the Company shall deliver out of escrow to the Grantee that whole number of shares of Common Stock equal to the whole number of phantom shares then credited to the Dividend Record Date")Escrow Account as the result of the deemed investment and reinvestment in phantom shares of the dividends attributable to the Restricted Shares. Except in the case The value of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends any fractional share shall accrue and be paid through the date of such event), no dividends shall be payable on the Series B Preferred Stock for any partial dividend periodin cash.

Dividends. a. The holders (a) SERIES A DIVIDENDS. For a period of record three (3) years ------------------ following the date of issuance of the shares of Series A Preferred Stock, the Holders of outstanding shares of Series A Preferred Stock shall not be entitled to receive any dividends, and no dividends shall accrue with respect to shares of Series A Preferred Stock, during such period. Commencing on the first day of the fourth (4th) year following the date of issuance of the shares of Series B Dividend Record Date (as defined below) A Preferred Stock, the Holders of the outstanding shares of Series B A Preferred Stock shall be entitled to receive dividends, as and when declared by the Board of Directors out of funds legally available therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock dividends at the rate of six eight percent (68.0%) per annum, resulting in annum of the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B Preferred Stock. Each such dividend shall be payable on or about each January 15 Face Value (a "Series B Dividend-in-Kind Payment Date") (or if such date is not a business day, the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) beginning on January 15, 2001as defined below). Such dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock a quarterly basis, whether or not declared, from and including the most recent date to which dividends have been paid, or if no dividends have been paid, from the date of such share's issuance; provided, however, that original issue thereof. The right to dividends shall cease accrue regardless of whether there are profits, surplus or other funds legally available for payment of dividends. Whether the dividends on the Preferred Stock are to accrue on be paid in cash or in-kind shall be at the sole election of the Corporation at the end of each fiscal quarter of the Corporation, but such election shall be applicable to all Holders at the time of such election. If the Corporation elects to pay the dividends in-kind by issuing additional shares of Preferred Stock, it shall so notify the Holders in writing, and such additional shares shall be issued or deemed issued only immediately prior to (i) the occurrence of a share Liquidation, (ii) the redemption of the Series A Preferred Stock, or (iii) the conversion of a Holder's shares of Series B A Preferred Stock following such share's redemption or conversioninto shares of Common Stock of the Corporation, as par value $.0001 per share (the case may be"Common Stock") pursuant to Paragraph 5. Dividends on the Shares of Series B A Preferred Stock accrued as dividends pursuant to this Paragraph 4(a) shall not be deemed outstanding for the purposes of this Paragraph 4 or Paragraph 6, and no dividends shall accrue with respect thereto, provided that such shares of Series A Preferred Stock accrued as dividends pursuant to this Paragraph 4(a) shall be deemed outstanding for the purposes of Paragraph 5. In the event that a dividend payment is made partly in cash and partly in-kind, each Holder will be entitled to receive the same relative proportions of cash and in-kind stock. Each dividend will be payable to holders Holders of record as they appear at the close of business on the stock register of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Date), as shall be fixed by the Board of Directors (a "Series B Dividend Record Date")) which is the last day of the fiscal quarter of the Corporation. Except To the extent that the Corporation elects to pay a dividend in cash, such cash payment will be made to the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below Holders no later than fifteen (in which case dividends shall accrue and be paid through 15) days following the date of Record Date for such event), no dividends shall be payable on the Series B Preferred Stock for any partial dividend period.dividend. "

Dividends. a. The holders of record on the Series B Dividend Record Date (as defined belowa) of the outstanding Series B Preferred Stock Holders shall be entitled to receive dividendsreceive, when, as and when if declared by the Board of Directors out and to the extent lawful, cumulative dividends at a rate per year of funds legally available therefor7.25% of the Initial Liquidation Preference (equivalent to $72.50 per year per share of Mandatory Convertible Preferred Stock), payable in cash, by delivery of shares of Common Stock or by delivery of any combination of cash and shares of Common Stock, as determined by the Corporation in good faith (subject to the limitations described in Section 4). Record holders of Series B Declared dividends on the Mandatory Convertible Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock at the rate of six percent (6%) per annum, resulting in the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B Preferred Stock. Each such dividend shall be payable quarterly on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if such date is not a business day, the dividends due on such Series B Dividend-in-Kind Dividend Payment Date shall be paid on the next succeeding business day) beginning on January 15at such annual rate, 2001. Such and dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock accumulate from the most recent date of such share's issuance; provided, however, that as to which dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption have been paid or, if no dividends have been paid, from the Issue Date, whether or conversionnot in any Dividend Period or Dividend Periods, as the case may be, there have been funds or shares of Common Stock lawfully available for the payment of such dividends. Dividends will be payable on a Dividend Payment Date to Holders that are Record Holders on the Series B Regular Record Date immediately preceding such Dividend Payment Date, but only to the extent a dividend has been declared to be payable on such Dividend Payment Date, except that dividends payable on the Mandatory Conversion Date will be payable to the Holders presenting the Mandatory Convertible Preferred Stock for conversion. Dividends payable on shares of Mandatory Convertible Preferred Stock for each full Dividend Period shall be computed by dividing the annual dividend rate by four. Dividends payable on shares of Mandatory Convertible Preferred Stock for any period other than a full Dividend Period shall be based on the actual number of days elapsed during such Dividend Period and computed on the basis of a 360-day year consisting of twelve 30-day months. Accumulated dividends on shares of Mandatory Convertible Preferred Stock shall be payable not bear interest if they are paid subsequent to holders of record as they appear on the stock register of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind applicable Dividend Payment Date), as shall . Any accumulated and unpaid dividends from any preceding Dividend Period can be fixed declared and paid on a date determined by the Board of Directors (a "Series B Dividend Record Date"). Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the Series B Preferred Stock for any partial dividend periodgood faith.

Dividends. a. The (a) With respect to each Dividend Period and subject to the rights of the holders of record shares of Preferred Stock ranking senior to or on parity with the Series B Dividend Record Date (as defined below) C Preferred Stock, the holders of the outstanding shares of Series B C Preferred Stock shall be entitled to receive dividendsreceive, when, as and when if declared by the Board of Directors Board, out of assets of the Company legally available for the payment of dividends, quarterly cumulative cash dividends in an amount per share of Series C Preferred Stock equal to the greater of (i) $21.25 and (ii) the amount of the regular quarterly cash dividends for such Dividend Period upon the number of shares of Common Stock (or portion thereof) into which such Series C Preferred Stock is then convertible in accordance with Section VII hereof (but, with respect to any Dividend Period ending after the Fifteenth Anniversary Date, no amount shall be paid in respect of clause (ii) of this paragraph in respect of the portion of such Dividend Period occurring after the Fifteenth Anniversary Date). Notwithstanding anything to the contrary contained herein, the amount of dividends described under either clause (i) or (ii) of this paragraph for the initial Dividend Period, or any other period shorter than a full Dividend Period, shall be prorated and computed on the basis of twelve 30-day months and a 360-day year. The dividends on the Series C Preferred Stock for each Dividend Period shall, if and to the extent declared or authorized by the Board, be paid in arrears (without interest or other amount) on the Dividend Payment Date with respect thereto, and, if not paid on such date, shall accumulate, whether or not there are funds legally available thereforfor the payment thereof and whether or not such dividends are declared or authorized. Record The record date for dividends to the holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B C Preferred Stock at for any Dividend Period shall be the rate same as the record date for the dividends to the holders of six percent (6%) per annum, resulting in the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Common Stock with respect for such Dividend Period (or, if no such record is set for the Common Stock, the fifteenth day of the calendar month in which the applicable Dividend Payment Date falls). Accrued and unpaid dividends for any past Dividend Periods may be declared and paid at any time, without reference to each share of Series B Preferred Stock. Each such dividend shall be payable on or about each January 15 (a "Series B Dividend-in-Kind any Dividend Payment Date") (or if such date is not a business day, the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) beginning on January 15, 2001. Such dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock from the date of such share's issuance; provided, however, that dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption or conversion, as the case may be. Dividends on the Series B Preferred Stock shall be payable to holders of record as they appear on the stock register of the Corporation on such record date, not less than 15 nor more than 60 exceeding 45 days preceding a dividend the payment date (including a Series B Dividend-in-Kind Payment Date)thereof, as shall may be fixed by the Board Board. Any dividend payment made on the shares of Directors (a "Series B Dividend Record Date")C Preferred Stock shall first be credited against the earliest accumulated but unpaid dividend due with respect to such shares which remains payable. Except No interest, or sum of money in the case lieu of a redemption under Section 4 or mandatory conversion under Section 6(c)interest, below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be owing or payable in respect of any dividend payment or payments on the Series B C Preferred Stock for any partial dividend periodStock, whether or not in arrears.

Dividends. a. The holders of record on the Series B Dividend Record Date (as defined below) of the then outstanding Series B A Preferred Stock Shares shall be entitled to receive dividendsreceive, when and as and when declared by the Board of Directors Trustees out of any funds legally available therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock , cumulative dividends at the rate of six percent (6%) $2.34375 per annumshare per year, resulting payable in equal amounts of $.5859375 per share quarterly in cash on the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B Preferred Stock. Each such dividend shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if such date is not a business fifteenth day, the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on or the next succeeding business day) Business Day, of January, April, July and October in each year, beginning on January 15July 17, 2001. Such dividends shall be cumulative 1995 (each such day being hereinafter called a "Quarterly Dividend Date" and shall accrue on each share of Series B Preferred Stock from the date of such share's issuance; provided, however, that dividends shall cease to accrue period ending on a share of Series B Preferred Stock following such share's redemption or conversionQuarterly Dividend Date being hereinafter called a "Dividend Period"), as the case may be. Dividends on the Series B Preferred Stock shall be payable to holders shareholders of record as they appear on at the stock register close of the Corporation business on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Date), as shall be fixed by the Board of Directors Trustees at the time of declaration of the dividend (a the "Series B Dividend Record Date"), which shall be not less than 10 nor more than 30 days preceding the Quarterly Dividend Date. Except in The amount of any dividend payable for the case initial Dividend Period and for any other Dividend Period shorter than a full Dividend Period shall be prorated and computed on the basis of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends 360-day year of twelve 30-day months. Dividends on each share of Series A Preferred Shares shall accrue and be paid through cumulative from and including the date of original issue thereof, whether or not (i) dividends on such event), no dividends shares are earned or declared or (ii) on any Quarterly Dividend Date there shall be payable funds legally available for the payment of dividends. Dividends paid on the Series B A Preferred Stock Shares in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a per share basis among all such shares at the time outstanding. The amount of any dividends accrued on any Series A Preferred Shares at any Quarterly Dividend Date shall be the amount of any unpaid dividends accumulated thereon, to and including such Quarterly Dividend Date, whether or not earned or declared, and the amount of dividends accrued on any shares of Series A Preferred Shares at any date other than a Quarterly Dividend Date shall be equal to the sum of the amount of any unpaid dividends accumulated thereon, to and including the last preceding Quarterly Dividend Date, whether or not earned or declared, plus an amount calculated on the basis of the annual dividend rate of $2.34375 for any partial dividend periodthe period after such last preceding Quarterly Dividend Date to and including the date as of which the calculation is made based on a 360-day year of twelve 30-day months. Except as provided in these Articles, the Series A Preferred Shares shall not be entitled to participate in the earnings or assets of the Trust .

Dividends. a. (a) The holders of record on the Series B Dividend Record Date (as defined below) shares of the outstanding Series B Redeemable Convertible Preferred Stock shall be entitled to receive dividendsentitled, when, as and when if declared by the Board of Directors Directors, out of funds legally lawfully available therefortherefor to receive cumulative dividends at the rate per annum of 15% per share on the Liquidation Preference (equivalent to $15.00 per annum per share), subject to adjustment as provided herein, payable quarterly in arrears (the “DIVIDEND RATE”). Record The Dividend Rate shall decrease to a rate per annum of 12% per share on the Liquidation Preference (equivalent to $12 per annum per share) if the Closing Price of the Common Stock equals or exceeds 150% of the then-effective Conversion Price for at least 180 consecutive Trading Days. Dividends payable for each full Dividend Period will be computed by dividing the Dividend Rate by four and shall be payable in arrears on each Dividend Payment Date for the Dividend Period ending immediately prior to such Dividend Payment Date, to the holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares record of Series B Redeemable Convertible Preferred Stock at the rate close of six percent (6%) per annum, resulting in business on the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect Record Date applicable to each share of Series B Preferred Stock. Each such dividend shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Dividend Payment Date") (or if such date is not a business day, the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) beginning on January 15, 2001. Such dividends shall be cumulative from the most recent date as to which dividends shall have been paid or, if no dividends have been paid, from the Issue Date (whether or not in any Dividend Period or Dividend Periods there shall be funds of the Company legally available for the payment of such dividends) and shall accrue on each share a day-to-day basis, whether or not earned or declared, from and after the Issue Date. Dividends payable for any partial Dividend Period or for the initial Dividend Period ending on the day immediately prior to [ ] [Note: the first Dividend Payment Date after the Swap Closing to be inserted], shall be computed on the basis of Series B days elapsed over a 360-day year consisting of twelve 30-day months. Accumulations of dividends on shares of Redeemable Convertible Preferred Stock from shall not bear interest. The initial dividend rate on the Redeemable Convertible Preferred Stock for the initial Dividend Period, commencing on the Issue Date (assuming an Issue Date of [ ] [Note: the date of such the Swap Closing to be inserted] and a then-applicable Dividend Rate of 15% per annum), will be $15 per share's issuance; provided, howeversubject to adjustment as provided for herein, that dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption or conversionand will be payable, when, as the case may be. Dividends on the Series B Preferred Stock shall be payable to holders of record as they appear on the stock register of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Date), as shall be fixed and if declared by the Board of Directors (a "Series B Directors, on [ ] [Note: the first Dividend Record Date")Payment Date after the Swap Closing to be inserted] out of funds lawfully available therefor. Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable Each subsequent quarterly dividend on the Series B Redeemable Convertible Preferred Stock Stock, when, as and if declared by the Board of Directors, will be $3.75 per share, subject to adjustment as provided for any partial dividend periodherein.

Dividends. a. (a) The holders of record on the Series B Dividend Record Date (as defined below) of the outstanding Series B Preferred Stock Holders shall be entitled to receive dividends, as and when declared by the Board of Directors out of funds legally available therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock at the rate of six percent (6%) per annum, resulting in the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B Preferred Stock, at the Company’s option, either (i) out of any funds or assets legally available for that purpose, cumulative dividends, whether or not declared or paid, payable in cash (a “Cash Dividend”) at the annual rate of 6.5% of the Accreted Value per share in effect immediately after the prior Dividend Payment Date (or the Issue Date in respect of the first Dividend Payment Date) (the “Cash Dividend Rate”) or (ii) an increase in the Accreted Value per share (a “PIK Dividend”) at an annual rate of 8.0% (compounded quarterly) of the Accreted Value in effect immediately after the prior Dividend Payment Date (or the Issue Date in respect of the first Dividend Payment Date) (the “Accretion Rate”), in each case of clause (i) and (ii), based on a 360-day year of twelve 30-day months. Each Such Cash Dividends shall only be payable when, as and if declared by the Board of Directors. To the extent that the Board of Directors so declares, such dividend Cash Dividends shall be payable in arrears on or about each January 15 (a "Series B Dividend-in-Kind Dividend Payment Date for the quarterly period ending on the Dividend Record Date immediately prior to such Dividend Payment Date") , to the Holders of record of Preferred Stock at the close of business on such Dividend Record Date. If a Dividend Payment Date is not a Business Day, then the Cash Dividend shall be due and payable on the first Business Day following such Dividend Payment Date. In the event that the Company does not declare and pay a Cash Dividend at the Cash Dividend Rate on any Dividend Payment Date pursuant to this Section 3(a), then upon such Dividend Payment Date on which such Cash Dividend is not paid, the Accreted Value in effect immediately after the prior Dividend Payment Date (or the Issue Date in respect of the first Dividend Payment Date) shall be increased automatically at the Accretion Rate. If the amount of accrued and unpaid dividends is to be determined as of any date other than a Dividend Payment Date (for example, if determined on a Conversion Date, a Mandatory Conversion Date or a Redemption Date and such date is not a business day, the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) beginning on January 15, 2001. Such dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock from the date of such share's issuance; provided, however, that dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption or conversion, as the case may be. Dividends on the Series B Preferred Stock shall be payable to holders of record as they appear on the stock register of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Dividend Payment Date), as shall be fixed by the Board of Directors (a "Series B Dividend Record Date"). Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through at the date of such eventAccretion Rate daily (compounding quarterly on each Dividend Payment Date), no whether or not earned or declared, from and after the Issue Date or the most recent Dividend Payment Date, as applicable; provided, that if the Company pays Cash Dividends in respect of any Dividend Payment Date, dividends shall be payable on accrue at the Series B Preferred Stock Cash Dividend Rate for any partial dividend the immediately following quarterly period.

Dividends. a. The When and as declared by the Corporation’s Board of Directors and to the extent permitted under the General Corporation Law of Delaware, the Corporation shall be obligated to pay preferential dividends to the holders of record the Series A Preferred Stock prior and in preference to Common Stock as provided in this Section II.1. Dividends on each share of the Series A Preferred Stock (a “Series A Share”) shall accrue at the rate of 8% per annum, compounded quarterly, on the sum of the Series B A Liquidation Preference thereof plus all accumulated and unpaid dividends thereon from and including the Date of Issuance of such Series A Share to and including the first to occur of (i) the date on which the Series A Liquidation Preference of such Series A Share, plus all accrued and unpaid dividends thereon, is paid to the holder thereof in connection with the liquidation of the Corporation, (ii) the date on which such Series A Share is converted into shares of Common Stock hereunder or (iii) the date on which such Series A Share is otherwise acquired by the Corporation. Such dividends shall accrue whether or not they have been declared and whether or not there are profits, surplus or other funds of the Corporation legally available for the payment of dividends, and such dividends shall be cumulative such that all accrued and unpaid dividends shall be fully paid or declared with funds irrevocably set apart for payment before any dividends, distributions, redemptions or other payments may be made with respect to any Common Stock. To the extent not paid on March 31, June 30, September 30, and December 31 of each year, with respect to each Series A Share (the “Dividend Record Reference Dates”), all dividends which have accrued on each Series A Share outstanding during the three-month period (or other period in the case of the initial Dividend Reference Date) ending upon each such Dividend Reference Date shall be accumulated and shall remain accumulated dividends with respect to such Share until paid to the holder thereof. Except as otherwise provided herein, if at any time the Corporation pays less than the total amount of dividends then accrued with respect to the Series A Preferred, such payment shall be distributed, pro rata among the holders of Series A Preferred based upon the preferences set forth in Section II.1(a) above and based upon the aggregate accrued but unpaid dividends on the Shares held by each such holder. In the event that the Corporation declares or pays any dividends upon the Common Stock (as defined belowwhether payable in cash, securities or other property) other than dividends payable solely in shares of Common Stock, the Corporation shall also declare and pay to the holders of the Series A Preferred Stock at the same time that it declares and pays such dividends to the holders of the Common Stock, the dividends which would have been declared and paid with respect to the Common Stock issuable upon conversion of the Series A Preferred Stock had all of the outstanding Series B A Preferred Stock shall be been converted immediately prior to the record date for such dividend, or if no record date is fixed, the date as of which the record holders of Common Stock entitled to receive dividends, as and when declared by the Board of Directors out of funds legally available therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date shall such dividends are to be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock at the rate of six percent (6%) per annum, resulting in the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B Preferred Stock. Each such dividend shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if such date is not a business day, the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) beginning on January 15, 2001. Such dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock from the date of such share's issuance; provided, however, that dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption or conversion, as the case may be. Dividends on the Series B Preferred Stock shall be payable to holders of record as they appear on the stock register of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Date), as shall be fixed by the Board of Directors (a "Series B Dividend Record Date"). Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the Series B Preferred Stock for any partial dividend perioddetermined.

Dividends. a. The Holders of the Series A Preferred, in preference to the holders of record on the Common Stock and pari passu with the holders of Series B Dividend Record Date (as defined below) of the outstanding Series B Preferred Stock Preferred, shall be entitled to receive dividendsreceive, when and as and when declared by the Board of Directors of the Corporation (the “Board”), but only out of funds that are legally available therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock , cash dividends at the rate of six percent (6%) of the Series A Original Issue Price (as defined below) per annumannum on each outstanding share of Series A Preferred (as adjusted for any stock dividends, resulting combinations, splits, recapitalizations and the like with respect to such shares after the filing date hereof), compounded annually. The “Series A Original Issue Price” of the Series A Preferred shall be one dollar ($1.00) per share, subject to appropriate adjustment in the holder event of any stock dividend, stock split, combination of shares, reverse stock split, reorganization, recapitalization, or other reclassification (each a “Recapitalization Event”) affecting the Series A Preferred. Holders of the Series B Preferred, in preference to the holders of the Common Stock and pari passu with the Holders of Series A Preferred, shall be entitled to receive, when and as declared by the Board, but only out of funds that are legally available therefor, cash dividends at the rate of eight percent (8%) of the Series B Original Issue Price (as defined below) per annum on each outstanding share of Series B Preferred receiving a dividend (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares after the filing date hereof), compounded annually. The “Series B Original Issue Price” of 0.06 additional shares of the Series B Preferred Stock with respect shall be $3.2481 per share, subject to each share appropriate adjustment in the event of any Recapitalization Event affecting the Series B Preferred StockPreferred. Each such dividend The dividends described in this Section 1(a) shall accrue from day to day, whether or not declared, and shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if such date is not a business day, the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) beginning on January 15, 2001. Such dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock from the date of such share's issuancecumulative; provided, however, that dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption or conversion, except as the case may be. Dividends on the Series B Preferred Stock shall be payable to holders of record as they appear on the stock register of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Date), as shall be fixed by the Board of Directors (a "Series B Dividend Record Date"). Except set forth in the case following sentence of a redemption under this Section 4 1(a) or mandatory conversion under Section 6(c)in Sections 3(b) and 5, below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable only when, as, and if declared by the Board and the Corporation shall be under no obligation to pay such dividends. The Corporation shall not declare, pay or set aside any dividends on shares of any other class or series of capital stock of the Corporation (other than dividends on shares of Common Stock payable in Common Stock) unless (in addition to the obtaining of any consents required elsewhere in the Certificate of Incorporation) the holders of any Series A Preferred and Series B Preferred then outstanding shall first receive, or simultaneously receive (in addition to any dividend payable pursuant to Section 1(b), below), a dividend equal to all dividends then accrued on such share of Series A Preferred and Series B Preferred and not previously paid. In the event that a dividend is to be paid on the Series A Preferred and Series B Preferred in an amount less than the aggregate amount of accrued but unpaid dividends, such dividends shall be allocated pro rata among the shares of Series A Preferred and Series B Preferred based upon the number of shares on an as-converted to Common Stock for any partial dividend periodbasis.

Dividends. a. The No dividends or other distributions declared after the Effective Time on AFC Common Stock shall be paid with respect to any shares of AFC Common Stock represented by an APY Stock Certificate until such APY Stock Certificate is surrendered for exchange according to the procedures described above. No fractional shares of AFC Common Stock will be issued pursuant to the Merger. In lieu of the issuance of any fractional shares of AFC Common Stock, cash will be paid to holders of record on such fractional share in the Series B Dividend Record Date (as defined below) amount of the product of such fractional share multiplied by the Average Stock Price. THE RECAPITALIZATION APY is currently authorized to issue only one class of APY Common Stock. The Board of Directors of APY has approved, and SMA, the holder of more than a majority of the outstanding Series APY Common Stock, has approved by written consent, an amendment to the APY Charter that would authorize the issuance of APY Class B Preferred Common Stock. Immediately prior to and as a condition precedent to the consummation of the Merger, APY will file such Amendment with the Secretary of State of Delaware and will exchange one share of the APY Class B Common Stock shall be entitled to receive dividends, as and when declared by the Board of Directors out of funds legally available therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock at the rate of six percent (6%) per annum, resulting in the holder of for each share of Series B Preferred receiving a dividend of 0.06 additional APY Common Stock held by SMA. Such shares of Series APY Class B Preferred Common Stock shall remain outstanding after the Merger. See "The Charter Amendment" and "Appendix A-2--Form of Charter Amendment." CERTAIN REPRESENTATIONS AND WARRANTIES The Merger Agreement contains customary representations and warranties by AFC, Merger Sub and APY as to, among other things, (i) due organization, valid existence and good standing; (ii) corporate authority to enter into the Merger Agreement and related agreements; (iii) authorized capital stock; (iv) ownership of subsidiaries; (v) the lack of conflict of the Merger Agreement and related agreements and transactions with respect to each share charters, bylaws, law and certain agreements; (vi) consents, approvals and authorizations of Series B Preferred Stock. Each such dividend shall be payable on or about each January 15 governmental entities; (vii) compliance with law and contract; (viii) the filing of certain documents with the Commission; (ix) the accuracy of financial statements; (x) the absence of certain litigation; (xi) the absence of certain changes including those having a "Series B Dividend-in-Kind Payment Date") (or if such date is not a business daymaterial adverse effect, the payment of dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on other than regular quarterly cash dividends and a change in accounting policy; (xii) the next succeeding business dayreceipt of fairness opinions; and (xiii) beginning on January 15the lack of any contract or agreement obligating the payment of finder's fees, 2001brokerage or agent's commissions, other than agreements with Salomon Brothers and Xxxxxxx Xxxxx. Such dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock from In addition, AFC represents that (i) immediately following the date of such share's issuance; providedEffective Time, however, that dividends shall cease it will have available funds to accrue on a share of Series B Preferred Stock following such share's redemption or conversion, as satisfy the case may be. Dividends on the Series B Preferred Stock shall be payable to holders of record as they appear on the stock register cash portion of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date Merger Consideration; and (including a Series B Dividend-in-Kind Payment Date), as shall be fixed by the Board of Directors (a "Series B Dividend Record Date"). Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event)ii) to its knowledge, no dividends shall be payable on event has occurred or condition exists in connection with the Series B Preferred Stock for Merger that would cause it to fail to satisfy any partial dividend period.material applicable statute or written regulation. CERTAIN COVENANTS Conduct of Business Pending the Reorganization. Pursuant to the Merger Agreement, AFC and APY have made various customary covenants relating to the Merger Transactions. APY has agreed that, prior to the 47

Dividends. a. The holders of record (a) For each quarterly dividend period (a "Dividend Period"), dividends payable on the Series B Dividend Record Date (as defined below) shares of the outstanding Series B Preferred Stock shall be entitled payable at a rate of 10% of the Initial Liquidation Preference per annum (i.e., an amount equivalent to receive dividends$2.50 per share per annum) (as adjusted pursuant to the proviso at the end of this sentence, the "Dividend Rate"), provided, however, that if the shares of Common Stock issuable on conversion of the shares of the Series B Preferred Stock have not been listed as required by Section 4(k) hereof, then on June 15 of each year beginning with the year 2000 the Dividend Rate shall be increased by 0.50%. If the shares of Common Stock issuable on conversion of the shares of the Series B Preferred Stock thereafter are listed in accordance with Section 4 hereof then the Dividend Rate will immediately be reduced to 10%. In the event that two Dividend Rates are in effect during a Dividend Period, the Dividend Rate for such Dividend Period shall be the weighted average of the two Dividend Rates that are in effect during such Dividend Period. The amount of dividends per share for each full Dividend Period shall be computed by dividing the Dividend Rate per annum by four. The Dividend Periods shall commence on the first day of the months of January, April, July and October of each year and shall end on and include the last day of each of the months of March, June, September and December of each year (except that the first Dividend Period shall commence on the date immediately following the last day of the dividend period with respect to which dividends were last paid on the 10% Cumulative Convertible Series A Preferred Stock of CORE Cap, Inc., a Delaware corporation). Dividends shall be cumulative from such date and shall be payable, when and as declared by the Board of Directors out of funds legally available therefor. Record holders of Series B Preferred Stock , on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock at the rate of six percent (6%) per annum, resulting in the holder last day of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B Preferred StockDividend Period, commencing on [MARCH 31], 2000. Each such dividend shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if such date is not a business day, paid to the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) beginning on January 15, 2001. Such dividends shall be cumulative and shall accrue on each share holders of Series B Preferred Stock from the date record of such share's issuance; provided, however, that dividends shall cease to accrue on a share shares of Series B Preferred Stock following such share's redemption or conversion, as the case may be. Dividends on the Series B Preferred Stock shall be payable to holders of record as they appear on the stock register ledger of the Corporation on such record date, not less than 15 nor more than 60 exceeding 45 days preceding a dividend the payment date (including a Series B Dividend-in-Kind Payment Date)thereof, as shall be fixed by the Board of Directors (a "Series B Dividend Record Date")Directors. Except in the case Undeclared dividends on account of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the Series B Preferred Stock arrears for any partial past Dividend Periods may be declared and paid at any time, without reference to any regular dividend periodpayment date, to holders of record on such date, not exceeding 45 days preceding the payment date thereof, as may be fixed by the Board of Directors.

Dividends. a. The holders (a) Each Holder of record on the a share of Series B Dividend Record Date (as defined below) of the outstanding Series B B-1 Preferred Stock shall be entitled to receive dividendsreceive, when, as and when if declared by the Board of Directors out of funds legally available therefor. Record holders therefor under the General Corporation Law of the State of Delaware (the "DGCL"), dividends for each share of Series B B-1 Preferred Stock in an amount equal the amount of all cash dividends, all non-cash dividends and all other distributions (other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock by reclassification or otherwise, each of which are addressed in Section 8 hereof) declared and paid on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional the Common Stock, as if the shares of Series B B-1 Preferred Stock had been converted immediately prior to the record date for payment of such dividends or distributions at the conversion rate set forth in Section 5 hereof. Dividends on shares of Series B-1 Preferred Stock shall be payable in cash or in such other property, securities or assets (other than shares of Common Stock) as may be declared and paid by the Corporation as a dividend to the holders of the Corporation's issued and outstanding shares of Common Stock. Dividends shall be paid to the holders of record of shares of Series B-1 Preferred Stock at the rate close of six percent (6%) per annum, resulting in business on the holder date specified by the Board of each share Directors of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B Preferred Stock. Each the Corporation at the time such dividend shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if such date is not a business day, the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) beginning on January 15, 2001. Such dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock from the date of such share's issuancedeclared; provided, however, that dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption or conversion, as the case may be. Dividends on the Series B Preferred Stock shall be payable to holders of record as they appear on the stock register of the Corporation on such record date, date shall not less than 15 nor be more than 60 days preceding a nor less than 10 days prior to the respective dividend payment date date. (including a b) All dividends paid with respect to shares of Series B Dividend-in-Kind Payment Date), as B-1 Preferred Stock pursuant to Section 3(a) hereof shall be fixed paid pro rata to the holders entitled thereto. (c) If at any time the Corporation shall have failed to pay all dividends which have accrued on any outstanding shares of Senior Securities at the times such dividends are payable, unless otherwise provided in the terms of such Senior Securities, no cash or stock dividend (except in shares of Series B-1 Preferred Stock) shall be declared by the Board of Directors (a "or paid or set apart for payment by the Corporation on shares of Series B Dividend Record Date"). Except in the case of a redemption under Section 4 B-1 Preferred Stock unless prior to or mandatory conversion under Section 6(c)concurrently with such declaration, below (in which case payment or setting apart for payment, all accrued and unpaid dividends shall accrue and be paid through the date on all outstanding shares of such event)Senior Securities shall have been declared, no dividends shall be payable on the Series B Preferred Stock paid or set apart for any partial dividend periodpayment, without interest. 4.

Dividends. a. The holders (i) Holders of record on the Series B Dividend Record Date (as defined below) shares of the outstanding Series B Preferred Stock shall be entitled to receive dividendsreceive, when, as and when if dividends are declared by the Board of Directors out of funds of the Company legally available therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional , if such shares of Series B Preferred Stock are held of record at the rate close of six percent business on any record date (6%each, a “Record Date”) per annumwith respect to payment of dividends on the Common Stock, resulting the amount of dividends as set forth below. The amount of dividends payable in the holder respect of each share of Series B Preferred receiving Stock shall be equal to the result obtained by multiplying (a) the number of shares (including fractions) of Common Stock into which such share of Series B Preferred Stock is (or, but for the failure to obtain the Stockholder Approval, would be) convertible on the Record Date by (b) the amount of dividends declared and paid on each share of Common Stock; provided, however, that if the Company declares and pays a dividend on the Common Stock consisting in whole or in part of 0.06 additional Common Stock, then no such dividend shall be payable in respect of the Series B Preferred Stock on account of the portion of such dividend on the Common Stock payable in Common Stock and in lieu thereof the anti-dilution adjustment in Section 3(i) below shall apply. Holders of shares of Series B Preferred Stock shall be entitled to receive, and shall participate in the distribution of, the subscription rights to be distributed to holders of the Company’s Common Stock in connection with respect the Company’s proposed rights offering referred to each share in the Investment Agreement (the “Rights Offering”) to the extent such Series B Preferred Stock is issued prior to the Record Date set for the Rights Offering; provided, however, that such holders of Series B Preferred StockStock shall not be permitted to exercise or transfer any rights received by them in the Rights Offering, which rights shall be held by such holders of Series B Preferred Stock until the expiration thereof. Each such No dividend shall be paid or declared on any share of Common Stock (other than dividends payable on in Common Stock and other than pursuant to the Rights Offering), unless a dividend, payable in the same consideration and manner, is simultaneously paid or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if such date is not a business daydeclared, as the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) beginning on January 15case may be, 2001. Such dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock from in an amount determined as set forth above. For purposes hereof, the date term “dividends” shall include any pro rata distribution by the Company, out of such share's issuance; providedfunds of the Company legally available therefor, howeverof cash, that dividends shall cease property, securities (including, but not limited to, rights, warrants or options) or other property or assets to accrue on a share of Series B Preferred Stock following such share's redemption or conversion, as the case may be. Dividends on the Series B Preferred Stock shall be payable to holders of record as they appear on the stock register Common Stock, whether or not paid out of the Corporation on such record datecapital, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Date), as shall be fixed by the Board of Directors (a "Series B Dividend Record Date"). Except in the case of a redemption under Section 4 surplus or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the Series B Preferred Stock for any partial dividend periodearnings.

Dividends. a. The holders USI and the Borrower will not, nor will they permit any Subsidiary to, declare or pay any dividend or make any distribution on its capital stock (other than dividends payable in its own capital stock) or redeem, repurchase or otherwise acquire or retire any of record on the Series B Dividend Record Date its capital stock at any time outstanding, except that (as defined belowi) any Subsidiary of the outstanding Series B Preferred Stock shall be entitled Borrower may declare and pay dividends or make distributions to receive dividendsthe Borrower or to any other Subsidiary of the Borrower, as and when declared by (ii) any Subsidiary of the Board of Directors out of funds legally available therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock at the rate of six percent (6%) per annum, resulting in the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B Preferred Stock. Each such dividend shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if such date Borrower which is not a business dayWholly-Owned Subsidiary may pay dividends to its shareholders generally so long as the Borrower or its respective Subsidiary which owns the equity interest or interests in the Subsidiary paying such dividends receives at least its proportionate share thereof, (iii) the Borrower may declare and make dividends or distributions to USI to enable USI to, and USI may (a) pay any income, franchise or like taxes, (b) pay its operating expenses (including, without limitation, legal, accounting, reporting, listing and similar expenses) in an aggregate amount not exceeding $10,000,000 in any fiscal year (excluding in any event non-cash charges related to employee compensation or compensation to non-executive members of USI’s board of directors) and (c) so long as no Default or Unmatured Default shall be continuing or result therefrom, repurchase its common stock and warrants and/or redeem or repurchase vested management options, in each case, from directors, officers and employees of USI and its Subsidiaries, and (iv) so long as no Default or Unmatured Default shall be continuing or result therefrom, the dividends due Borrower may make distributions to USI and USI may redeem, repurchase, acquire or retire an amount of its capital stock or warrants or options therefor, or declare and pay any dividend or make any distribution on its capital stock (collectively, “Distributions”) if, at the time of making such Series B Dividend-in-Kind Payment Date shall be paid Distribution, the Leverage Ratio, calculated on a pro forma basis based on USI’s most recent financial statements delivered pursuant to Section 6.1 (or, prior to the next succeeding business daydelivery of the first such financial statements delivered hereunder, as of March 31, 2013) beginning on January 15and giving effect to such Distribution and any Indebtedness incurred in connection therewith, 2001. Such dividends shall be cumulative and shall accrue on each share any Permitted Acquisition (including any incurrence of Series B Preferred Stock from Indebtedness in connection therewith) and Material Disposition (including any reduction of Indebtedness in connection therewith) since the date of such share's issuance; provided, however, that dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption or conversionfinancial statements, as the case may be. Dividends on the Series B Preferred Stock shall be payable to holders if such Distribution and any such Permitted Acquisition and Material Disposition (and any incurrence or reduction of record as they appear on the stock register Indebtedness in connection with any of the Corporation on foregoing) had occurred as of the first day of the four quarter period set forth in such record date, not financial statements is (a) less than 15 nor more to 3.00 to 1.00, on an unlimited basis, and (b) greater than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind or equal to 3.00 to 1.00, in an amount not greater than the Maximum Payment Date), as shall be fixed by the Board of Directors (a "Series B Dividend Record Date"). Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the Series B Preferred Stock for any partial dividend periodAmount.

Dividends. a. The holders of record In connection with the Offer, Xpediator and Bidco have agreed that, in each case subject to compliance with applicable laws, the Xpediator Directors should declare, and that Xpediator should pay, the Special Dividend in connection with the Offer, without such dividend otherwise impacting on the Series B consideration payable under the Offer. The Special Dividend is conditional upon the Scheme becoming Effective (or, if the Offer is implemented by way of a Takeover Offer, the Takeover Offer becoming or being declared unconditional in all respects). Xpediator Shareholders on the register of members at the Scheme Record Date Time (as defined belowor, if the Offer is implemented by way of a Takeover Offer, the date on which the Takeover Offer is declared unconditional in all respects) of the outstanding Series B Preferred Stock shall be entitled to receive dividendsthe Special Dividend. If the Scheme becomes Effective (or, if the Takeover Offer becomes or is declared unconditional), the Special Dividend will be paid not more than 14 days after the Effective Date. If, on or after the date of this Announcement and before the Effective Date, any dividend, distribution and/or other return of capital is declared, made or paid or becomes payable in respect of the Xpediator Shares (other than, or in excess of, the Special Dividend), Bidco reserves the right to reduce the consideration payable under the terms of the Offer for the Xpediator Shares by an amount up to the amount of such dividend, distribution and/or return of capital (or excess, as and when declared by applicable), excluding any amount in respect of the Board of Directors out of funds legally available therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date shall Excluded Shares, in which case the relevant eligible Xpediator Shareholders will be entitled to one dividendreceive and retain such dividend and/or distribution and/or return of capital. If Bidco exercises its rights described above, any reference in this Announcement to the consideration payable under the terms of the Offer will be deemed to be a reference to the consideration as so reduced. Any exercise by Bidco of its rights referred to in this paragraph shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the terms of the Scheme. Under the terms of the Co-in-kind payable each year operation Agreement, Xxxxxx Xxxxxxxxxx has, in additional shares his capacity as director and shareholder of Series B Preferred Stock at Delamode Baltics UAB, a subsidiary of the rate Company, agreed to support and facilitate the payment of six percent (6%) per annum, resulting in the holder of each share of Series B Preferred receiving a dividend (of 0.06 additional shares not more than €4.2 million) from Delamode Baltics UAB to the Company, in order to create sufficient distributable reserves within the Company to permit the declaration and payment of Series B Preferred Stock with respect to each share the Special Dividend. Since Xxxxxx Xxxxxxxxxx is a director and substantial shareholder (as defined by the AIM Rules) of Series B Preferred Stock. Each such dividend shall be payable a subsidiary of the Company, and depending on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if such date is not a business daythe amount of any payment required, the dividends due on such Series B Dividend-in-Kind Payment Date shall payment of any resulting dividend from Delamode Baltics UAB to Justas Veršnickas may be paid on deemed to be a related party transaction under the next succeeding business day) beginning on January 15AIM Rules. Accordingly the Directors, 2001. Such dividends shall be cumulative having consulted with Zeus Capital, the Company’s nominated adviser under the AIM Rules, consider that the terms of this arrangement are fair and shall accrue on each share of Series B Preferred Stock from the date of such share's issuance; provided, however, that dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption or conversion, reasonable insofar as the case may be. Dividends on the Series B Preferred Stock shall be payable to holders of record as they appear on the stock register of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Date), as shall be fixed by the Board of Directors (a "Series B Dividend Record Date"). Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the Series B Preferred Stock for any partial dividend periodXpediator Shareholders are concerned.

Dividends. a. The holders Holders of record on the Series B Dividend Record Date (as defined below) shares of the outstanding Series B 6% Senior Preferred Stock shall will be entitled to receive dividendsreceive, when, as and when if declared by the Board of Directors out of funds of the Company legally available therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock for payment, cash dividends at the an annual rate of six percent 6% of the Liquidation Preference (6%) or $10.00 per annumshare, resulting subject to adjustment), payable quarterly in the holder arrears on March 31, June 30, September 30 and December 31 of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B Preferred Stockyear, commencing March 31, 1998. Each such dividend shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if such date is not a business day, the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) beginning on January 15, 2001. Such dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock from the date of such share's issuance; provided, however, that dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption or conversion, as the case may be. Dividends on the Series B Preferred Stock shall will be payable to holders of record as they appear on the stock register of the Corporation Company on such a record date, not less than 15 nor more than 60 nor less than 10 days preceding a dividend before the payment date (including a Series B Dividend-in-Kind Payment Date)date, as shall be fixed by the Board of Directors (a "Series B Dividend Record Date")Board. Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue Dividends will accumulate and be paid through cumulative from and after the date on which each share of such event), no dividends shall be 6% Senior Preferred Stock is issued. Dividends payable on the Series B 6% Senior Preferred Stock for each full dividend period will be computed by annualizing the dividend rate and dividing by four. Dividends payable for the first dividend period and any partial period less than a full dividend period.period will be computed on the basis of a 360-day year consisting of twelve 30-day months. The 6% Senior Preferred Stock will not be entitled to any dividend, whether payable in cash, property or stock, in excess of full cumulative dividends. No interest, or sum of money in lieu of interest, will be payable in respect of any accrued and unpaid dividends. No full dividends may be declared or paid or funds set apart for the payment of dividends on any securities except for Senior Dividend Securities, if any, for any period unless full cumulative dividends shall have been paid or set apart for such payment on the 6% Senior Preferred Stock. If full dividends are not so paid, the 6% Senior Preferred Stock shall share dividends pro rata with the Parity Dividend Securities so that in all cases the amount of dividends declared per share on the 6% Senior Preferred Stock and Parity Dividend Securities bear to each other the same ratio that the accumulated dividends per share on the shares of 6% Senior Preferred Stock and Parity Dividend Securities bear to each other. No dividends may be paid or set apart for such payment on Junior Dividend Securities (except dividends on Junior Dividend Securities in additional shares of Junior Dividend Securities) and no Junior Dividend Securities may be repurchased, redeemed or otherwise acquired nor may funds be set apart for payment with respect thereto, if full dividends have not been paid on the 6% Senior Preferred Stock. Notwithstanding the

Dividends. a. The holders (a) Subject to Section 7(d) in the case of record on the Series B Dividend Record Date (as defined below) Textron Shares only, all shares of the outstanding Series B Redeemable Preferred Stock shall be entitled to receive will bear dividends, as and when declared by the Board of Directors whether or not earned or declared, out of funds legally available therefor. Record holders of Series B Preferred Stock , from the Issuance Date thereof accruing on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock the Liquidation Preference thereof at the rate of six percent (6%x) 15% per annum, resulting annum (the "Series A Dividend Rate") in the holder case of each share of the Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B A Redeemable Preferred Stock. Each such dividend shall be payable on or about each January 15 , (a "Series B Dividend-in-Kind Payment Date"y) 16% per annum (or if such date is not a business day, the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) beginning on January 15, 2001. Such dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock from the date of such share's issuance; provided, however, that dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption or conversion, as the case may be. Dividends on the Series B Preferred Stock shall be payable to holders of record as they appear on the stock register of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Date), as shall be fixed by the Board of Directors (a "Series B Dividend Record DateRate"). Except ) in the case of a redemption under Section 4 or mandatory conversion under Section 6(c)the Series B Redeemable Preferred Stock and (z) 16% per annum (the "Series C Dividend Rate" and, below (together with the Series A Dividend Rate and the Series B Dividend Rate, the "Dividend Rate") in which the case of the Series C Redeemable Preferred Stock and, in each case, will be payable quarterly in arrears on each Dividend Payment Date, commencing on March 1, 2002, to Holders of record on the February 15, May 15, August 15 and November 15 immediately preceding the relevant Dividend Payment Date. In calculating the amount of dividends shall accrue and be paid through due on any Dividend Payment Date, the date of such event), no dividends Liquidation Preference utilized shall be payable the Liquidation Preference in effect on the first business day following the immediately preceding Dividend Payment Date. The Company may, at its option and without notice, elect to accrue up to (but not more than) an amount (rounded to the nearest $.01) equivalent to 7% per annum of the dividends on the Series B A Redeemable Preferred Stock payable on any Dividend Payment Date and up to (but not more than) an amount (rounded to the nearest $.01) equivalent to 8% per annum of the dividends on each of the Series B Redeemable Preferred Stock and the Series C Redeemable Preferred Stock payable on any Dividend Payment Date in lieu of payment of such dividends in cash and, in each such case, any such accrued dividends (respectively, the "Series A Accrued Dividends," "Series B Accrued Dividends" and "Series C Accrued Dividends") will be added to the Liquidation Preference of the applicable series of Redeemable Preferred Stock. Additional dividends are payable in cash in respect of Series A Redeemable Preferred Stock constituting Textron Shares as provided in Section 7(d) ("Liquidity Dividends"). For the avoidance of doubt, Liquidity Dividends shall not be subject to accrual as provided in the second preceding sentence but shall be treated as dividends payable in cash for any partial dividend periodall purposes of this Section 2. Dividends shall cease to accumulate in respect of the shares of Redeemable Preferred Stock upon their redemption unless the Company shall have failed to pay the relevant redemption price on the Redemption Date.

Dividends. a. The holders Declare, pay or make any dividend or distribution on any shares of record the common stock or preferred stock of any Borrower that is a corporation (other than dividends or distributions payable in its stock, or split-ups or reclassifications of its stock) or apply any of its funds, property or assets to the purchase, redemption or other retirement of any common or preferred stock, or of any options to purchase or acquire any such shares of common or preferred stock of any Borrower that is a corporation, other than dividends paid to another Borrower; provided that Holdings may repurchase or redeem up to $35,000,000 in shares of the issued common stock or preferred stock of Holdings so long as immediately prior to and after giving effect to any such repurchase or redemption of (x) up to and including $25,000,000 in shares of the issued common stock or preferred stock of Holdings, (i) no Default or Event of Default shall have occurred or result therefrom, (ii) Borrowers’ pro forma Undrawn Availability shall be greater than $10,000,000 based on the Series B Dividend Record Date month-end Borrowing Base Certificate delivered by Borrowers to Agent for the month most recently ended and (as defined belowiii) immediately prior to or simultaneously with such repurchase or redemption, Borrowers shall deliver a certificate signed by an authorized officer of Borrowers certifying that the matters in clauses (x)(i) and (x)(ii) above have been satisfied and (y) greater than $25,000,000 up to and including $35,000,000 in shares of the outstanding Series B Preferred Stock issued common stock or preferred stock of Holdings (i) no Default or Event of Default shall have occurred or result therefrom, (ii) Borrowers’ pro forma Undrawn Availability shall be entitled to receive dividends, as and when declared by the Board of Directors out of funds legally available therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock at the rate of six percent (6%) per annum, resulting in the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B Preferred Stock. Each such dividend shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if such date is not a business day, the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid greater than $20,000,000 based on the next succeeding business daymonth-end Borrowing Base Certificate delivered by Borrowers to Agent for the month most recently ended and (iii) beginning on January 15immediately prior to or simultaneously with such repurchase or redemption, 2001. Such dividends Borrowers shall be cumulative deliver a certificate signed by an authorized officer of Borrowers certifying that the matters in clauses (y)(i) and shall accrue on each share of Series B Preferred Stock from the date of such share's issuance; provided, however, that dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption or conversion, as the case may be. Dividends on the Series B Preferred Stock shall be payable to holders of record as they appear on the stock register of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Date), as shall be fixed by the Board of Directors (a "Series B Dividend Record Date"). Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the Series B Preferred Stock for any partial dividend periody)(ii) above have been satisfied.

Dividends. a. The holders of record on From and after the Series B Dividend Record Date (as defined below) of the outstanding Series B Preferred Stock shall be entitled to receive dividends, as and when declared by the Board of Directors out of funds legally available therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock at the rate of six percent (6%) per annum, resulting in the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B Preferred Stock. Each such dividend shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if such date is not a business day, the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) beginning on January 15, 2001. Such dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock from the first date of such share's issuance; providedissuance of any Series A Preferred Shares (the “Issuance Date”), however, that dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption or conversion, as (i) the case may be. Dividends on the Series B Preferred Stock shall be payable to holders Holders of record as they appear on the stock register books of the Corporation Company on the fifteenth (15th) day (even if such day is not a Business Day) (a “Preferential Dividend Record Date”) of the calendar month immediately preceding the first (1st) Business Day of each succeeding Calendar Quarter (each such date, a “Preferential Dividend Date”), shall be entitled to receive, to the fullest extent permitted by law and out of funds lawfully available therefor, before any dividends shall be declared, set apart for or paid upon the Common Stock or any other Junior Stock, cash dividends, by wire transfer of immediately available funds, per Series A Preferred Share on the applicable Preferential Dividend Date in arrears for the previous Calendar Quarter equal to an amount of cash calculated at the applicable Preferential Dividend Rate on the Stated Value of each such Series A Preferred Share computed on the basis of a 360-day year and twelve 30-day months (the “Preferential Dividends”) and (ii) the Holders on the record date fixed for holders of Common Stock for dividends and distributions (or, in the event no such date is fixed, on the Preferential Dividend Record Date) shall be entitled to receive, concurrently with the dividends and distributions to the holders of Common Stock (or, in the event no such dividends or distributions are made, on the Preferential Dividend Date), such dividends paid and distributions made to the holders of Common Stock to the same extent as if such Holders had converted the Series A Preferred Shares into Common Stock (without regard to any limitations on conversion) and had held such shares of Common Stock on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a the “Participating Dividends” and together with the Preferential Dividends, the “Dividends”). Dividends on the Series B Dividend-in-Kind Payment A Preferred Shares shall commence accruing on the Issuance Date), as shall be fixed by cumulative and shall continue to accrue whether or not declared and whether or not in any fiscal year there shall be net profits or surplus available for the Board payment of Directors (a "Dividends in such fiscal year, so that if in any fiscal year or years, Dividends in whole or in part are not paid upon the Series B A Preferred Shares for any reason, unpaid Dividends shall accumulate thereon. If the Company fails to declare and pay in cash full Preferential Dividends on the Series A Preferred Shares on any Preferential Dividend Record Date"). Except Date as provided in this Section 4, then any Preferential Dividends payable on such Preferential Dividend Date on the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends Series A Preferred Shares but not paid shall accrue and bear interest at a rate equal to the Preferential Dividend Rate, computed on the basis of a 360-day year and twelve 30-day months, from and including the applicable Preferential Dividend Date to but excluding the day on which the Company shall have paid in cash in accordance with this Section 4 all Dividends on which the Series A Preferred Shares that are then in arrears or until the conversion or redemption of the applicable shares of Series A Preferred Shares. From and after the occurrence and during the continuance of a Triggering Event, the Preferential Dividend Rate shall be paid through increased to either (i) seven percent (7.0%) per annum if before the consummation of an Approved Investment or (ii) ten percent (10.0%) per annum if after the consummation of an Approved Investment. In the event that such Triggering Event is subsequently cured, the adjustment referred to in the preceding sentence shall cease to be effective as of the date of such event)cure; provided, no dividends that the Preferential Dividends as calculated and unpaid at such increased rate during the continuance of such Triggering Event shall continue to apply to the extent relating to the days after the occurrence of such Triggering Event through and including the date of cure of such Triggering Event; provided, further, that for the purpose of this Section 4, such Triggering Event shall not be deemed cured unless and until any accrued and unpaid Dividends shall be payable paid to the Holders, including, without limitation, Preferential Dividends accrued at the applicable increased rate. The Company and its Subsidiaries shall not redeem or repurchase any Equity Interests or pay any dividends with respect to any Equity Interests (other than Series A Preferred Shares pursuant to the terms of this Certificate of Designation) unless the Company has declared all Dividends on the Series B A Preferred Stock for any partial dividend periodShares that have accrued through the Preferential Dividend Record Date immediately preceding the date of such redemption or repurchase and paid all Dividends on the Series A Preferred Shares that are payable through the Preferential Dividend Date immediately preceding the date of such redemption or repurchase.

Dividends. a. (a) The holders of record on the Series B Dividend Record Date (as defined below) of the then outstanding shares of Series B A Preferred Stock shall be entitled to receive dividendswhen, as and when if declared by the Board of Directors out of any funds legally available therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock , cumulative dividends at the annual rate of six percent (6%) $75.00 per annum, resulting share payable in four equal cash payments on the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B Preferred Stock. Each such dividend shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") 20th day (or if such date is not a business day, the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid as defined below, on the next succeeding business dayday thereafter) beginning on of April, July, October and January 15commencing October, 2001. Such dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock from the date of such share's issuance; 1996, provided, however, that dividends any such quarterly cash payment shall cease be prorated with respect to accrue on a share any shares of Series B A Preferred Stock following that were outstanding less than the total number of days in the calendar quarter immediately preceding any such share's redemption or conversion, as the case may bepayment date. Dividends The amount of any such prorated cash payment shall be computed on the basis of the actual number of days in any calendar quarter during which such shares of Series B A Preferred Stock were outstanding. Each such dividend shall be payable to holders of record as they appear on the stock register books of the Corporation Company on such record datedates, not less than 15 nor 10 and not more than 60 days preceding a the dividend payment date (including a Series B Dividend-in-Kind Payment Date)date, as shall be fixed by the Board of Directors Board. No dividends, other than those payable solely in the Company's common stock, $1.00 par value (a "Series B Dividend Record DateCommon Stock"). Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through during any fiscal year of the date Company with respect to shares of such event)Common Stock or any other security issued by the Company, no dividends shall be payable on except for outstanding shares of the Company's Series B Preferred Stock (the "Series B Preferred Stock"), until dividends in the total amount of $75.00 per share on Series A Preferred Stock shall have been paid. Such dividends shall accrue on each share of Series A Preferred Stock from the date of issuance and from day to day thereafter, whether or not earned or declared. Notwithstanding the foregoing, such dividends shall be cumulative so that if such dividends in respect of any previous or current annual dividend period, at the annual rate specified above, shall not have been paid or declared and a sum sufficient for the payment thereof set apart, the deficiency for any partial prior year and the amount owed in the current year shall first be fully paid before any dividend periodor other distribution shall be paid on or declared and set apart for the shares of Common Stock. A "business day" shall be deemed to be any day when trading of securities occurs on the New York Stock Exchange.

Dividends. a. The holders of record Dividends on the each Series B Dividend Record Date (as defined below) of the outstanding Series B G Preferred Stock shall be entitled to receive dividends, as and when declared by the Board of Directors out of funds legally available therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock at the rate of six percent (6%) per annum, resulting in the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B Preferred Stock. Each such dividend shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if such date is not a business day, the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) beginning on January 15, 2001. Such dividends Share shall be cumulative and shall accrue on each share of Series B Preferred Stock at the Dividend Rate from the Original Issue Date (or, for any subsequently issued and newly outstanding shares, from the Dividend Payment Date immediately preceding the issuance date of such share's issuance; providedshares) until such time as the Corporation pays the dividend or redeems the shares in full in accordance with Section 6 of this Statement of Designation, however, that whether or not such dividends shall cease have been declared, and whether or not there are profits, surplus, or other funds legally available for the payment of dividends. Holders of Series G Preferred Shares shall be entitled to receive dividends from time to time out of any assets of the Corporation legally available for the payment of dividends at the Dividend Rate per share, when, as, and if declared by the Board of Directors. [Signature Page to Statement of Designation for Series G Preferred Shares] Table of Contents Dividends, to the extent declared to be paid by the Corporation in accordance with this Statement of Designation, shall be paid quarterly on each Dividend Payment Date. Dividends shall accumulate in each Dividend Period from and including the preceding Dividend Payment Date (other than the initial Dividend Period, which shall commence on and include the Original Issue Date), to but excluding the next Dividend Payment Date for such Dividend Period, and dividends shall accrue on accumulated dividends at the Dividend Rate. If any Dividend Payment Date otherwise would fall on a share date that is not a Business Day, declared dividends shall be paid on the immediately succeeding Business Day without the accumulation of Series B Preferred Stock following such share's redemption or conversion, as the case may beadditional dividends. Dividends on the Series B G Preferred Stock Shares shall be payable to holders based on a 360-day year consisting of record as they appear on the stock register of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividendtwelve 30-in-Kind Payment Date), as shall be fixed by the Board of Directors (a "Series B Dividend Record Date"). Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the Series B Preferred Stock for any partial dividend periodday months.

Dividends. a. The (a) From and after the Effective Date and prior to the Periodic Dividend Commencement Date, Holders shall be entitled to receive, when, as and if declared by the Board of Directors, out of the funds legally available therefor, dividends in the amount determined as set forth in Section 4(b)(i), and no more. In the event that the Shareholder Proposals are not approved by the holders of record Common Stock in the manner required therefor by the Idaho Business Corporation Act prior to the Periodic Dividend Commencement Date, from and after the Periodic Dividend Commencement Date, Holders shall be entitled to receive, when, as and if declared by the Board of Directors, out of the funds legally available therefor, cumulative cash dividends in the amount determined as set forth in Section 4(b)(ii), and no more; provided, however, from and after such date as the Shareholder Proposals are approved in the manner required therefor by the Idaho Business Corporation Act, Holders shall be entitled to receive, when, as and if declared by the Board of Directors, out of the funds legally available therefor, dividends in the amount determined as set forth in Section 4(b)(i), and no more. Except as otherwise provided herein, such dividends shall be payable quarterly in arrears (as provided below in this Section 4(a)), but only when, as and if declared by the Board of Directors, on the March 15, June 15, September 15 and December 15 (each, a “Dividend Payment Date”), commencing on [March 15, 2012]; provided, that if any such Dividend Payment Date would otherwise occur on a day that is not a Business Day, such Dividend Payment Date shall instead be (and any dividend payable on Series B Preferred Stock on such Dividend Record Payment Date shall instead be payable on) the immediately succeeding Business Day, unless such immediately succeeding Business Day falls in the next calendar month, in which case such Dividend Payment Date shall instead be (as defined belowand any such dividend shall instead be payable on) of the outstanding immediately preceding Business Day. Dividends on Series B Preferred Stock shall be entitled to receive dividends, as and when declared by the Board of Directors out of funds legally available therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock accrue at the rate of six percent (6%) per annum, resulting in the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B Preferred Stock. Each such dividend shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if such date is not a business day, the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) beginning on January 15, 2001. Such dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock from the date of such share's issuance; provided, however, any time that dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption or conversion, as the case may be. Dividends on the Series B Preferred Stock are cumulative (whether or not in any dividend period or periods (each, a “Dividend Period”) there shall be funds of the Company legally available for the payment of such dividends and whether or not such dividends are authorized or declared) and accrued dividends shall accumulate to the extent not paid on the Dividend Payment Date first following the Dividend Period for which they accrue. As used herein, the term “accrued” with respect to dividends includes both accrued and accumulated dividends. Dividends that are payable on Series B Preferred Stock on any Dividend Payment Date will be payable to holders of record of Series B Preferred Stock as they appear on the stock register of the Corporation Company on such the applicable record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Date), as which shall be the 15th calendar day before such Dividend Payment Date or such other record date fixed by the Board of Directors or a duly authorized committee of the Board of Directors that is not more than 60 nor less than 10 days prior to such Dividend Payment Date (each, a "Series B Dividend “Record Date"”). Except in Any such day that is a Record Date shall be a Record Date whether or not such day is a Business Day. Each Dividend Period shall commence on and include a Dividend Payment Date (other than the case of a redemption under Section 4 or mandatory conversion under Section 6(c)initial Dividend Period, below (in which case dividends shall accrue commence on and be paid through include the date of original issue of the Series B Preferred Stock, provided that, for any share of Series B Preferred Stock issued after such event)original issue date, no dividends the initial Dividend Period for such shares may commence on and include such other date as the Board of Directors or a duly authorized committee of the Board of Directors shall be determine and publicly disclose) and shall end on and include the calendar day preceding the next Dividend Payment Date. Dividends payable on the Series B Preferred Stock in respect of any Dividend Period shall be computed by the Company on the basis of a 360-day year and the actual number of days elapsed in such Dividend Period, except that dividends for any partial dividend periodthe initial period will be calculated from the original issue date. Dividends payable in respect of a Dividend Period shall be payable in arrears (i.e., on the first Dividend Payment Date after such Dividend Period).

Dividends. a. (i) The holders of record shares of Kayne Preferred Stock shall be entitled to receive, prior to and in preference to any declaration or payment of any dividends on any other class or series of capital stock of the Series B Corporation, in respect of each outstanding share of Kayne Preferred Stock, dividends at a rate per annum equal to the Kayne Dividend Record Date Rate (as defined below) (the “Kayne Preferred Dividend”), to be paid, at the option of the Corporation, in cash or in a number of additional shares of Kayne Preferred Stock (including fractional shares) equal to the quotient obtained by dividing the Kayne Preferred Dividend by the Kayne Preferred Original Issue Price plus any accrued and unpaid dividends. The Kayne Preferred Dividend shall be cumulative, shall accrue daily (whether or not earned or declared and whether or not there are funds legally available therefor) and shall be payable on a quarterly basis in arrears on the last day of each March, June, September and December of each year (each, a “Dividend Payment Date”). Notwithstanding the foregoing, after the Redemption Date, the holders of outstanding Series B shares of Kayne Preferred Stock shall be entitled to receive dividends, as and when declared by the Board of Directors out of funds legally available therefor. Record holders of Series B Kayne Preferred Stock Dividend in cash on a Series B each Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock at the rate of six percent (6%) per annum, resulting in the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B Preferred Stock. Each such dividend shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if such date is . Any dividend not a business day, paid on the dividends due on such Series B Dividend-in-Kind Dividend Payment Date shall be paid on the next succeeding business day) beginning on January 15, 2001. Such dividends shall be fully cumulative and shall accrue on each share of Series B Preferred Stock and compound quarterly from the date of such share's issuance; provided, however, that dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption Dividend Payment Date (whether or conversion, as not earned or declared and whether or not there are funds legally available therefor) at the case may be. Dividends on the Series B Preferred Stock applicable Kayne Dividend Rate and shall be payable to holders of record as they appear on the stock register of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Date), as shall be fixed by the Board of Directors (a "Series B Dividend Record Date")in arrears until paid. Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the Series B Preferred Stock for any partial dividend period.The “

Dividends. a. The holders Holders of record on the Series B Dividend Record Date (as defined below) of the outstanding Series B Convertible Preferred Stock shall Shares will be entitled to receive dividendsreceive, when, as and when if declared by the Board of Directors out of funds of the Corporation legally available therefor. Record holders , cash dividends at an annual rate of Series B 4% of the Stated Value per share of Convertible Preferred Stock Shares, payable quarterly in arrears on a Series B Dividend Record Date March 15, June 15, September 15, and December 15, of each year, commencing , 199 [first dividend date following the Mergers], provided that the dividend payable on , 199 [first dividend date following the Mergers] shall be in an amount determined by assuming that the Convertible Preferred Shares (a) had been outstanding on , 199 [the date immediately following the last dividend payment date on the FHP Series A Cumulative Convertible Preferred Stock] (the "Transition Period Commencement Date"), and (b) had been entitled to one dividend-in-kind payable each year in additional shares receive, when, as and if declared by the Board of Series B Preferred Stock Directors out of funds of the Corporation legally available therefor, cash dividends at the an annual rate of six percent (6%i) 5% of an amount equal to twice the Stated Value per annumshare from such date through , resulting in 199 [the holder date of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B Preferred Stock. Each such dividend shall be payable on or about each January 15 the Merger] (a the "Series B Dividend-in-Kind Payment Effective Date") and (or if such ii) 4% of the Stated Value per share from , 199 [the date is not a business day, the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) beginning on January 15, 2001. Such dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock from immediately following the date of such share's issuance; providedthe Merger] through , however, that dividends shall cease to accrue on a share of Series B Preferred Stock 199 [the first dividend date following such share's redemption or conversion, as the case may beMerger]. Dividends on the Series B Preferred Stock shall Each dividend will be payable to holders of record as they appear on the stock register books of the Corporation at the close of business on such a record date, not more than 60 nor less than 15 nor more than 60 days preceding a dividend before the payment date (including a Series B Dividend-in-Kind Payment Date)date, as shall be fixed by the Board of Directors (a "Series B Dividend Record Date")Directors. Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and Dividends will be paid through cumulative from the date of such eventoriginal issuance of the Convertible Preferred Shares, which will be the Effective Date, provided that, for purposes of dividends payable on , 199 [the first dividend payment date following the Mergers] in respect of the period from the Transition Period Commencement Date through the Effective Date (the "Transition Period"), no the Transition Period Commencement Date will be treated as the issuance date for the Convertible Preferred Shares. Except as otherwise provided in this subparagraph 3, dividends shall for each full dividend period will be computed by dividing the annual dividend rate by four and dividends payable for any period less than a full dividend period, which may include, without limitation, dividends payable with respect to the Transition Period, will be computed on the basis of a 360-day year consisting of twelve 30-day months. The Convertible Preferred Shares will not be entitled to any dividends, whether payable in cash, property or stock, in excess of full cumulative dividends. No interest, or sum of money in lieu of interest, will be payable in respect of any accrued and unpaid dividends. No full dividends may be declared or paid or funds set apart for the payment of dividends on any Parity Securities (except dividends on Parity Securities paid in shares of Junior Securities) for any period unless full cumulative dividends to be paid hereunder prior to the date thereof shall have been paid, or contemporaneously are declared and paid, or declared and a sum sufficient for payment thereof is set apart for such payment on the Series B Convertible Preferred Stock Shares in accordance with the terms hereof. If full dividends are not so paid, the Convertible Preferred Shares shall share dividends PRO RATA with the Parity Securities according to the amount of dividends due and payable with respect to each. No dividends may be paid or set apart for such payment, or other distributions made on Junior Securities (except dividends on Junior Securities paid in additional shares of Junior Securities), and no Convertible Preferred Shares, Parity Securities or Junior Securities may be repurchased, redeemed or otherwise retired nor may funds be set apart for payment with respect thereto, nor shall the Corporation permit any partial dividend periodcorporation or entity directly or indirectly controlled by the Corporation to purchase any Convertible Preferred Shares, Parity Securities or Junior Securities, if full cumulative dividends to be paid hereunder prior to the date thereof have not been paid on the Convertible Preferred Shares. Notwithstanding the foregoing, the Corporation may (i) make redemptions, purchases or other acquisitions of Convertible Preferred Shares, Parity Securities or Junior Securities payable in Junior Securities or repurchases of Convertible Preferred Shares, Parity Securities or Junior Securities in the ordinary course of business pursuant to the terms of any current or future employee stock incentive plan or similar plan adopted by the Board and (ii) make redemptions of Rights (as defined in Section 6 below) distributed pursuant to a Rights Agreement (as defined in Section 6 below). 4.

Dividends. a. The holders holder of record on the Series B Dividend Record Date (as defined below) each share of the outstanding Series B Preferred Stock shall be entitled to receive dividends, as dividends and when declared by distributions on the Board of Directors out of funds legally available therefor. Record holders of Series B Preferred Stock at an annual rate of 3.25% of the Liquidation Value thereof, payable quarterly in cash. Unpaid dividends shall accrue. In addition, if any dividends are declared on a Series B Dividend Record Date the Common Stock, the Preferred Stock shall be entitled to receive, in addition to the dividend on the Preferred Stock at the stated rate, the dividends that would have been payable on the number of shares of Common Stock that would have been issued on the Preferred Stock had it been converted immediately prior to the record date for such dividend. Preference with Each holder of Preferred Stock shall, prior to the Respect to payment of any dividend or distribution in respect of the Dividends: Common Stock or any other class of capital stock of the Company ranking junior to the Preferred Stock, be entitled to be paid in full the dividends and distributions payable in respect of the Preferred Stock. Restriction on So long as shares of Preferred Stock having a Liquidation Redemptions of Value of $250 million or more remain outstanding, the Junior Stock: Company shall not, and shall not permit any of its subsidiaries to, purchase, redeem or otherwise acquire for value any shares of Common Stock or any shares of any other class of capital stock of the Company ranking junior to the Preferred Stock except customary provisions with respect to repurchase of employee equity upon termination of employment. Governance - Board So long as the Series A Preferred Stock is outstanding, the of Directors following provisions shall be effective: The board of directors of the Company shall consist of twelve (12) directors, three (3) of whom shall initially be elected by the holders of the Series A-1 Preferred Stock, three (3) of whom shall initially be elected by the holders of the Series A-2 Preferred Stock, one dividend-in-kind payable each year in additional (1) of whom shall be the Executive Chairman selected as described below under "Executive Chairman," one (1) of whom shall be the CEO, and four (4) of whom shall be elected by the holders of the Common Stock and the Series B Preferred Stock, voting as a class (the "Common Directors") (it being understood that the Series A Preferred Stock shall not vote with respect to the Common Directors and any holders of Series A Preferred Stock and their Affiliates shall not vote their shares of Series B Preferred Stock at in respect of the rate Common Directors). For the avoidance of six percent doubt, the Executive Chairman and the CEO shall be elected to the board by the holders of the Common Stock and the Preferred Stock, voting as a class. The Executive Chairman of the Board shall initially be selected as described below under "Executive Chairman." The initial CEO shall be Rodney O'Neal, who shall become the CEO and Presidxxx xxx xxxxx than the effective date of the plan of reorganization. The four (6%4) per annumCommon Directors shall be selected by a search committee (the "Selection Committee") consisting of a representative of each of Cerberus, resulting Appaloosa, the Unsecured Creditors Committee, the Equity Committee and the Company1, which selection shall be made by unanimous vote of the Selection Committee with the Appaloosa and Cerberus representatives on the Selection Committee not entitled to vote on such selection. Thereafter, (i) the nominees for election of the Common Directors shall be selected by the Nominating and Corporate Governance Committee of the Board with the Appaloosa and Cerberus representatives on the Committee not entitled to vote on such selection and (ii) any successor Executive Chairman shall be selected as described below under "Executive Chairman." At least one Common Director shall serve on each committee of the Board subject, in the holder case of each share the Audit Committee, to applicable qualification requirements. The directors selected by the holders of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B Preferred Stock. Each such dividend shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if such date is not a business day, the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) beginning on January 15, 2001. Such dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock from the date of such share's issuance; provided, however, that dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption or conversion, as the case may be. Dividends on the Series B A Preferred Stock shall be payable to reallocated between the holders of record the Series A-1 Preferred Stock and the Series A-2 Preferred Stock as they appear on follows if any changes occur in the stock register number of outstanding shares of Series A Preferred Stock: If either series of Series A Preferred Stock represents less than 33 1/3% and 16 2/3% or more of the Corporation on such record date, not outstanding shares of Series A Preferred Stock then the series with the fewer number of shares shall elect two (2) directors and the series with the larger number of shares shall elect four (4) directors; if either series of Series A Preferred Stock represents less than 15 nor 16 2/3% and more than 60 days preceding a dividend payment date 0% of the Series A Preferred Stock, then the series with the fewer number of shares shall elect one (including a 1) director and the series with the larger number of shares shall elect five (5) directors; and if any series of the Series B Dividend-in-Kind Payment DateA Preferred Stock shall cease to be outstanding, then the holders of the other series shall elect all six (6) directors to which the Series A Preferred Stock is entitled (unless both series shall cease to be outstanding), as . ---------- (1) Company representative shall be fixed by John D. Opie, the Board current lead director of Directors (a "the Company. Executive Chairman So long as the Series B Dividend Record Date"). Except in A Preferred Stock is outstanding, the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no dividends following provisions shall be payable on the Series B Preferred Stock for any partial dividend period.effective:

Dividends. a. The No adjustment shall be made if, on any day occurring after the Trade Date, Counterparty declares a distribution, issue or dividend to existing holders of record on the Series B Dividend Record Shares of (i) any cash dividend (other than an Extraordinary Dividend) to the extent all cash dividends having an ex-dividend date during the period from and including any Forward Price Reduction Date (with the Trade Date being a Forward Price Reduction Date for purposes of this clause (i) only) to but excluding the next subsequent Forward Price Reduction Date differs from, on a per Share basis, the Forward Price Reduction Amount set forth opposite the first date of any such period on Schedule I, (ii) share capital or securities of another issuer acquired or owned (directly or indirectly) by Counterparty as defined belowa result of a spin-off or other similar transaction or (iii) any other type of securities (other than Shares), rights or warrants or other assets, for payment (cash or other consideration) at less than the outstanding Series B Preferred Stock prevailing market price as determined by Dealer. Non-Reliance: Applicable Agreements and Acknowledgments: Regarding Hedging Activities: Applicable Additional Acknowledgments: Applicable Hedging Party: Dealer Transfer: Notwithstanding anything to the contrary herein or in the Agreement, Dealer may assign, transfer and set over all rights, title and interest, powers, obligations, privileges and remedies of Dealer under the Transaction, in whole or in part, to (A) a wholly-owned subsidiary of Dealer, whose obligations hereunder are fully and unconditionally guaranteed by Dealer, or (B) any other wholly-owned direct or indirect subsidiary of Dealer with a long-term issuer rating equal to or better than the credit rating of Dealer at the time of transfer after obtaining Counterparty’s consent (which shall not be unreasonably withheld or delayed); provided that, (i) at the time of such assignment or transfer, Counterparty would not, as a result of such assignment or transfer, designation or delegation, reasonably be expected at any time (A) to be required to pay (including a payment in kind) to Dealer or such transferee or assignee or designee an amount in respect of an Indemnifiable Tax greater than the amount Counterparty would have been required to pay to Dealer in the absence of such assignment, transfer, designation or delegation, or (B) to receive a payment (including a payment in kind) after such assignment or transfer that is less than the amount Counterparty would have received if the payment were made immediately prior to such assignment or transfer, (ii) prior to such assignment or transfer, Dealer shall have caused the assignee, transferee, or designee to make such Payee Tax Representations and to provide such tax documentation as may be reasonably requested by Counterparty to permit Counterparty to determine that the transfer complies with the requirements of clause (i) in this Paragraph, and (iii) at all times, Dealer or any transferee or assignee or other recipient of rights, title and interest, powers, obligations, privileges and remedies shall be entitled eligible to receive dividendsprovide a U.S. Internal Revenue Service Form W-9 or W-8ECI, as and when declared by the Board of Directors out of funds legally available therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock at the rate of six percent (6%) per annumor any successor thereto, resulting in the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B Preferred Stock. Each such dividend shall be payable on any payments or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if such date is not a business day, deliveries under the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) beginning on January 15, 2001. Such dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock from the date of such share's issuance; provided, however, that dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption or conversion, as the case may be. Dividends on the Series B Preferred Stock shall be payable to holders of record as they appear on the stock register of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Date), as shall be fixed by the Board of Directors (a "Series B Dividend Record Date"). Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the Series B Preferred Stock for any partial dividend periodAgreement.

Dividends. a. (a) The holders of record on the Series B Dividend Record Date (as defined below) shares of the outstanding Series B PIK Preferred Stock shall be entitled to receive dividendsreceive, when, as and when if declared by the Board of Directors Directors, out of funds legally available thereforfor the payment of dividends, dividends at the annual rate of $80.00 per share. Record holders of Series B Preferred Stock on a Series B Dividend Record Date Such dividends shall be entitled to one dividend-in-kind payable in arrears annually on March 31 of each year for the fiscal period February 1 through January 31 (unless March 31 in additional shares any year is not a business day, in which event on the next succeeding business day) (each of Series B Preferred Stock at such dates being a "Dividend Payment Date" and each such annual period ending on January 31 in each year commencing January 31, 2001 being a "Dividend Period"). When, as and if declared, such dividends shall be cumulative from the rate date of six percent (6%) per annumissue, resulting whether or not in any Dividend Period or Periods there shall be funds of the holder Corporation legally available for the payment of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B Preferred Stocksuch dividends. Each such dividend shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if such date is not a business day, to the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) beginning on January 15, 2001. Such dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock from the date of such share's issuance; provided, however, that dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption or conversion, as the case may be. Dividends on the Series B Preferred Stock shall be payable to holders of record of shares of the PIK Preferred Stock, as they appear on the stock register records of the Corporation at the close of business on such record datedates, not less than 15 nor more than 60 days or less than 10 days preceding a dividend the payment date (including a Series B Dividend-in-Kind Payment Date)dates thereof, as shall be fixed by the Board of Directors Directors. Accrued and unpaid dividends for any past Dividend Periods may be declared and paid at any time, without reference to any Dividend Payment Date, to holders of record on such date, not more than 45 days preceding the payment date thereof, as may be fixed by the Board of Directors. Any dividend payments made with respect to PIK Preferred Stock shall be made in cash; provided that, notwithstanding anything to the contrary set forth herein, during any Dividend Period prior to the Dividend Period ending January 31, 2008 (a the "Series B Dividend Record DatePay in Kind Period"). Except , such dividend payments may be made, in the case sole discretion of a redemption under Section 4 the Corporation, in lieu of the payment in whole or mandatory conversion under Section 6(c)in part of dividends in cash, below (in which case dividends shall accrue by issuing additional fully paid, duly authorized, validly issued and be paid through nonassessable shares of PIK Preferred Stock at the date rate of such event), no dividends shall be payable on the Series B 0.08 shares of PIK Preferred Stock for each $80.00 of such dividend not paid in cash, and the issuance of such additional shares shall constitute full payment of such dividend; provided, further, the Pay in Kind Period shall immediately terminate upon the Corporation's payment of a cash dividend upon any partial dividend periodshare of its capital stock.

Dividends. a. The 2.1 Subject to the rights of the holders of record on any shares of Senior Stock, the holders of shares of Series B Dividend Record Date (as defined below) A Preferred Stock, in preference to the holders of the outstanding Series B Preferred Stock any shares of Junior Stock, shall be entitled to receive dividendsreceive, when, as and when if declared by the Board of Directors out of funds of the Company legally available therefor, cash dividends on each outstanding share of Series A Preferred Stock, payable quarterly, in arrears, at an annual rate of 4.0% of the Liquidation Preference (the "Dividend Rate"). Record Dividends payable for each full dividend period will be computed by dividing (x) the product of (i) the Liquidation Preference and (ii) the Dividend Rate by (y) four and shall be payable on each Dividend Payment Date, to the holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares record of Series B A Preferred Stock at the rate close of six percent (6%) per annum, resulting in business on the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect Dividend Record Date applicable to each share of Series B Preferred Stock. Each such dividend shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Dividend Payment Date") (or if such date is not a business day, the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid commencing on the next succeeding business day) beginning on January 15, 2001First Dividend Payment Date. Such dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock from the date of such share's issuance; provided, however, that dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption or conversion, as the case may beFirst Dividend Payment Date. Dividends on the Series B A Preferred Stock shall be which are not declared and paid when due will compound quarterly on each Dividend Payment Date at the Dividend Rate. Dividends payable to holders of record as they appear on the stock register of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Date), as shall be fixed by the Board of Directors (a "Series B Dividend Record Date"). Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the Series B Preferred Stock for any partial dividend periodperiod shall be computed on the basis of actual days elapsed over a 360-day year consisting of twelve 30-day months. Dividends paid on the shares of Series A Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding.

Dividends. a. The holders of record on the Series B Dividend Record Date (as defined belowa) of the outstanding Series B Preferred Stock shall be entitled to receive dividends, as and when declared by the Board of Directors out of funds legally available therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock at the rate of six percent (6%) per annum, resulting in the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B Preferred Stock. Each such dividend shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if such date is not a business day, the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) beginning on January 15, 2001. Such dividends shall be cumulative and shall accrue Dividends on each share of Series B Preferred Stock Shares shall be cumulative and shall accrue at the Series B Dividend Rate from the Series B Original Issue Date (or, for any subsequently issued and newly outstanding Series B Preferred Shares, from the Series B Dividend Payment Date immediately preceding the issuance date of such share's issuance; providedSeries B Preferred Shares) until such time as the Company pays the Series B Dividend or redeems the Series B Preferred Shares in full in accordance with Section 6 below, howeverwhether or not such Series B Dividends shall have been declared and whether or not there are profits, that surplus, or other funds legally available for the payment of dividends. Series B Holders shall be entitled to receive Series B Dividends from time to time out of any assets of the Company legally available for the payment of dividends shall cease to accrue on a at the Series B Dividend Rate per share of Series B Preferred Stock following Shares, when, as, and if declared by the Board of Directors. Dividends, to the extent declared by the Company to be paid by the Company in accordance with this Section 3, shall be paid quarterly on each Series B Dividend Payment Date. Dividends shall accumulate in each Series B Dividend Period from and including the preceding Series B Dividend Payment Date (other than the initial Series B Dividend Period, which shall commence on and include the Series B Original Issue Date), to but excluding the next Series B Dividend Payment Date for such share's redemption or conversionSeries B Dividend Period. If any Series B Dividend Payment Date otherwise would fall on a day that is not a Business Day, as declared Series B Dividends shall be paid on the case may beimmediately succeeding Business Day without the accumulation of additional dividends. Series B Dividends on the Series B Preferred Stock Shares shall be payable to holders based on a 360-day year consisting of record as they appear on the stock register of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividendtwelve 30-in-Kind Payment Date), as shall be fixed by the Board of Directors (a "Series B Dividend Record Date"). Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the Series B Preferred Stock for any partial dividend periodday months.

Dividends. a. The holders record owner of record on the Series B Dividend Record Date (as defined below) of the outstanding Series B Preferred Stock each Voting Trust Certificate shall be entitled to receive dividends, as and when declared his pro rata share of any dividends paid or distributed by the Board of Directors out of funds legally available therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year Company upon the Shares represented by the Voting Trust Certificates and all other corporate distributions made by the Company in additional shares of Series B Preferred Stock at the rate of six percent (6%) per annum, resulting in the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B Preferred Stock. Each such dividend shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if such date is not a business day, the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) beginning on January 15, 2001. Such dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock from the date of such share's issuanceVoting Shares; provided, however, that dividends shall cease to accrue on a share that, if any such dividend or distribution includes shares of Series B Preferred Stock following capital stock of the Company with voting rights, the certificates representing such share's redemption or conversion, as the case may be. Dividends on the Series B Preferred Stock shares of stock shall be payable deposited with the Voting Trustee subject to holders the terms of record as they appear on this Agreement, and the stock register owner of the Corporation on Voting Trust Certificate evidencing the Shares upon which such record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Date), as or distribution is made shall be entitled to receive new Voting Trust Certificates representing such newly-deposited shares of capital stock with voting rights. The record date fixed by the Board Company for the purpose of Directors (a "Series B Dividend Record Date"). Except the payment of any dividend or for the making of any other distribution shall be the record date for the purpose of payment or distribution to the owners of Voting Trust Certificates, and whenever any such record date shall be fixed, the owners of record of Voting Trust Certificates at the date so fixed shall exclusively be entitled to participate in the case payment or distribution. Upon receipt by the Voting Trustee of a redemption under any dividend or other distribution in respect of any Shares held by the Voting Trustee, the Voting Trustee shall promptly distribute the funds or property so received by him to the owners of Voting Trust Certificates to whom such funds or property should have been distributed by the Company if the foregoing provisions hereof had been observed. Notwithstanding the foregoing provisions of this Section 4 5, if the Company shall reclassify its Shares, reorganize, sell all or mandatory conversion under Section 6(c)substantially all of its assets with or without dissolution, below (consolidate with or merge into another corporation, or if another corporation shall merge into the Company, the shares of capital stock into which the Shares then on deposit hereunder shall be reclassified and any shares of capital stock issued in which case dividends shall accrue and exchange or substitution for the Shares then on deposit hereunder shall, if they are non-voting shares, be paid through distributed in accordance with the date provisions of this Agreement directly to the record owners of outstanding Voting Trust Certificates, issued in respect of such event)Shares; or, no dividends if they are voting shares, they shall become subject to the terms and conditions of this Agreement as if such voting shares had been originally deposited hereunder, and shall be payable on deposited with the Series B Preferred Stock for any partial dividend periodVoting Trustee, and the owner of outstanding Voting Trust Certificates shall be entitled to receive new Voting Trust Certificates representing such newly deposited shares of capital stock with voting rights.

Dividends. a. The holders of record Dividends on the each Series B Dividend Record Date (as defined below) of the outstanding Series B E Preferred Stock shall be entitled to receive dividends, as and when declared by the Board of Directors out of funds legally available therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock at the rate of six percent (6%) per annum, resulting in the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B Preferred Stock. Each such dividend shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if such date is not a business day, the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) beginning on January 15, 2001. Such dividends Share shall be cumulative and shall accrue on each share of Series B Preferred Stock at the Dividend Rate from the Original Issue Date (or, for any subsequently issued and newly outstanding shares, from the Dividend Payment Date immediately preceding the issuance date of such share's issuance; providedshares) until such time as the Corporation pays the dividend or redeems the shares in full in accordance with Section 6 below, however, that whether or not such dividends shall cease have been declared, and whether or not there are profits, surplus, or other funds legally available for the payment of dividends. Holders of Series E Preferred Shares shall be entitled to receive dividends from time to time out of any assets of the Corporation legally available for the payment of dividends at the Dividend Rate per share, when, as, and if declared by the Board of Directors. Dividends, to the extent declared to be paid by the Corporation in accordance with this Statement of Designation, shall be paid quarterly on each Dividend Payment Date. Dividends shall accumulate in each Dividend Period from and including the preceding Table of Contents Dividend Payment Date (other than the initial Dividend Period, which shall commence on and include the Original Issue Date), to but excluding the next Dividend Payment Date for such Dividend Period, and dividends shall accrue on accumulated dividends at the Dividend Rate. If any Dividend Payment Date otherwise would fall on a share date that is not a Business Day, declared dividends shall be paid on the immediately succeeding Business Day without the accumulation of Series B Preferred Stock following such share's redemption or conversion, as the case may beadditional dividends. Dividends on the Series B E Preferred Stock Shares shall be payable to holders based on a 360-day year consisting of record as they appear on the stock register of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividendtwelve 30-in-Kind Payment Date), as shall be fixed by the Board of Directors (a "Series B Dividend Record Date"). Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the Series B Preferred Stock for any partial dividend periodday months.

Dividends. a. (a) The holders of record on the shares of Series B Dividend Record Date (as defined below) of the outstanding Series B Cumulative Convertible Preferred Stock shall be entitled to receive dividendsreceive, when and as authorized and when declared by the Board of Directors out of funds at the time legally available therefor. Record holders of Series B Preferred Stock on a Series B , dividends at the Cash Dividend Record Date shall be entitled to one dividendRate (defined below) per annum times the Liquidation Preference (defined below in Section 4(a)) if paid in cash, or at the In-in-kind payable each year Kind Dividend Rate (defined below) per annum times the Liquidation Preference if paid in additional shares of Series B Cumulative Convertible Preferred Stock at the rate of six percent (6%) per annumStock, resulting in the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock and no more, which shall be fully cumulative, shall accrue with respect to any such share from the original date of issuance of such share without interest and shall be payable quarterly in arrears on March 15, June 15, September 15 and December 15 of each share of Series B Preferred Stock. Each year (a "Dividend Payment Date"), commencing March 15, 1997 (except that if any such date is a Saturday, Sunday or legal holiday, then such dividend shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if such date the next day that is not a business daySaturday, the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business daySunday or legal holiday) beginning on January 15, 2001. Such dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock from the date of such share's issuance; provided, however, that dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption or conversion, as the case may be. Dividends on the Series B Preferred Stock shall be payable to holders of record as they appear on upon the stock register transfer books of the Corporation on each March 1, June 1, September 1 and December 1 immediately preceding the payment dates, or such record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Date), other dates as shall be fixed at the time of the authorization and declaration by the Board of Directors (or, to the extent permitted by applicable law, a duly authorized committee thereof), which date shall not be less than ten (10) nor more than sixty (60) days preceding the relevant dividend payment date. For purposes hereof, the term "legal holiday" shall mean any day on which banking institutions are authorized to close in New York, New York. The amount of dividends payable per share of Series B Dividend Record Date")Cumulative Convertible Preferred Stock for each quarterly dividend period shall be computed by dividing the annual dividend amount by four and shall include fractional shares. Except The amount of dividends payable for the initial dividend period and any period shorter than a full quarterly period during which shares are outstanding shall be computed on the basis of a 360-day year of twelve 30-day months and the actual number of days elapsed in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (period in which case dividends shall accrue and be paid through the date of such event), no dividends payable. No interest shall be payable in respect of any dividend payment on the Series B Cumulative Convertible Preferred Stock for or any partial dividend periodother Parity Dividend Stock (as hereinafter defined) which may be in arrears. The "Cash Dividend Rate" shall be 9 percent per annum if a Special Default (defined below) has occurred and is continuing at any time during the applicable Annual Payment Period (defined below) or Semiannual Payment Period (defined below), and shall be 7 percent per annum at all other times. The "In- Kind Dividend Rate" shall be 12 percent per annum if a Special Default has occurred and is continuing at any time during the applicable Annual Payment Period or Semiannual Payment Period, and shall be 10 percent per annum at all other times.

Dividends. a. (1) The holders Corporation shall pay on February 1, May 1, August 1 and November 1 (each of record such dates being a "Dividend Payment Date" and each of such quarterly periods being a "Dividend Payment Period") of each twelve-month period following the date of the initial issuance of the Series C Convertible Preferred Stock (the "Initial Issuance Date"), a dividend per share of Series C Convertible Preferred Stock outstanding on such Dividend Payment Date, at a rate per annum of 10%, payable, at the option of the Corporation, (i) in cash equal to 10% of the stated value divided by 4, (ii) in shares of Series C Convertible Preferred Stock (with any fractional shares being rounded up or down to the nearest whole share) equal to 10% of the stated value divided by 4, and further divided by the stated value per share of the Series C Convertible Preferred Stock or (iii) a combination thereof; provided, however, that the cash or the number of shares of Series C Convertible Preferred Stock payable as a dividend for the initial Dividend Payment Period, or any other period shorter or longer than a full Dividend Payment Period, on the Series B Dividend Record Date (as defined below) of the outstanding Series B C Convertible Preferred Stock shall be entitled to receive dividendscomputed by multiplying the result of the previous calculation by a fraction the numerator of which shall be the number of days in such Dividend Payment Period and the denominator of which shall be ninety (90). If dividends are not paid in cash, as and when declared by out of funds then legally available therefor, the Board of Directors out of funds legally available therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date the Corporation shall be entitled to one dividend-in-kind payable each year declare and pay the dividends in additional shares of Series B Preferred Stock at the rate of six percent (6%) per annum, resulting in the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B C Convertible Preferred Stock. Accrued dividends, whether or not declared, not paid on the Dividend Payment Date therefor shall compound quarterly, at a rate per annum equal to 10% per annum until the date of payment of such dividend. Each such dividend shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if such date is not a business day, paid to the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) beginning on January 15, 2001. Such dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock from the date of such share's issuance; provided, however, that dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption or conversion, as the case may be. Dividends on the Series B Preferred Stock shall be payable to holders of record of shares of the Series C Convertible Preferred Stock as they appear on the stock register books of the Corporation on such record date, not more than sixty (60) nor less than 15 nor more than 60 ten (10) days preceding a dividend the payment date (including a Series B Dividend-in-Kind Payment Date)thereof, as shall be fixed by the Board of Directors or a duly authorized committee thereof. Accumulated but unpaid dividends for any past quarterly 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 sixty (60) nor less than ten (10) days preceding the payment date thereof, as may be fixed by the Board of Directors or a "Series B Dividend Record Date")duly authorized committee thereof. Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends Dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the in cash or Series B C Convertible Preferred Stock for any partial dividend periodas provided above.

Dividends. a. The holders (a) No Loan Party will declare or pay any dividends or make any distributions on its Capital Stock (other than dividends or distributions payable in its own common stock) or redeem, repurchase or otherwise acquire or retire any of record on its Capital Stock at any time outstanding, except that (w) the Series B Dividend Record Date Borrower may declare and pay a dividend to the Parent in an amount not to exceed the lesser of (i) the Excess Proceeds Reserve Amount at such time and (ii) the amount actually needed by the Parent to repurchase Parent Notes tendered, if any, as defined belowa result of the offer made by the Parent pursuant to Section 3.7(e) of the outstanding Series B Preferred Stock shall be entitled Parent Indenture as a result of the Propane Sale, in each case not earlier than the Business Day preceding the date on which the Parent is required to receive dividendsuse such amounts to repurchase Parent Notes pursuant to Section 3.7(e) of the Parent Indenture as a result of the Propane Sale), (x) any Subsidiary may declare and pay dividends or make distributions to the Borrower or to a Wholly-Owned Subsidiary of the Borrower, (y) so long as no Default or Unmatured Default then exists or would result therefrom, if the Borrower qualifies as a partnership for U.S. federal income tax purposes, it may pay dividends or make distributions to its shareholders in an aggregate amount not greater than the amount necessary for such shareholders to pay their actual state and U.S. federal income tax liabilities in respect of income allocated to such shareholders by the Borrower and (z) so long as no Default or Unmatured Default then exists or would result therefrom, the Borrower may pay dividends or make distributions to the Parent in an aggregate amount not to exceed $10,000,000 per Fiscal Year solely to enable the Parent to pay, as the same becomes due and when declared by payable, its overhead expenses and any legal, accounting and other professional fees and expenses it may incur. Notwithstanding the Board of Directors out of funds legally available therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled foregoing, any Loan Party may make any dividends or distributions so long as (i)(x)(1) after giving pro forma effect thereto, Availability was not less than $40,000,000 (plus, to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock at the rate of six percent (6%) per annum, resulting in the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B Preferred Stock. Each extent such dividend shall be payable dividends or distributions are being made on or about each January 15 prior to the first anniversary of the date of consummation of the Propane Sale, the Excess Proceeds Reserve Amount at such time) for any period of three consecutive days during the 12-month period ending on the date on which such dividends or distributions were made (a "Series B Dividend-in-Kind Payment Date"it being understood and agreed that the Excess Proceeds Reserve Amount shall only be included, if applicable, until the date which is on or prior to the first anniversary of the date of consummation of the Propane Sale) and (or 2) the Parent Indenture Fixed Charge Coverage Ratio is not less than 1.75 to 1.00 after giving pro forma effect to such distributions as if such date is not a business day, the dividends due on such Series B Dividend-in-Kind Payment Date shall be distributions were paid on the next succeeding business dayfirst day of the relevant period; (y) beginning with respect only to distributions to pay interest under the Parent Indenture for the Parent Notes, either (1) after giving pro forma effect thereto, Availability was not less than $25,000,000 (plus, to the extent such distributions are being made on January 15, 2001. Such dividends shall be cumulative and shall accrue on each share or prior to the first anniversary of Series B Preferred Stock from the date of consummation of the Propane Sale, the Excess Proceeds Reserve Amount at such share's issuancetime) for any period of three consecutive days during the 12-month period ending on the date on which such distributions were made (it being understood and agreed that the Excess Proceeds Reserve Amount shall only be included, if applicable, until the date which is on or prior to the first anniversary of the date of consummation of the Propane Sale) or (2) the Fixed Charge Coverage Ratio is not less than 1.25 to 1.00 after giving pro forma effect to such distributions as if such distributions were paid on the first day of the relevant period; provided, however, that dividends shall cease to accrue on a share of Series B Preferred Stock following in either case, such share's redemption or conversion, as the case may be. Dividends on the Series B Preferred Stock distributions shall be payable made no earlier than 10 days prior to holders of record as they appear on the stock register of the Corporation on date such record dateinterest is due; or (z) with respect only to distributions to Parent solely to optionally repurchase Parent Notes, after giving pro forma effect thereto, Availability was not less than 15 nor more than 60 days preceding a dividend payment date $25,000,000 (including a Series B Dividend-in-Kind Payment Date)plus, as shall be fixed by to the Board extent such distributions are being made on or prior to the first anniversary of Directors (a "Series B Dividend Record Date"). Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of consummation of the Propane Sale, the Excess Proceeds Reserve Amount at such event), no dividends shall be payable time) for any period of three consecutive days during the 12-month period ending on the Series B Preferred Stock for date on which such distributions were made (it being understood and agreed that the Excess Proceeds Reserve Amount shall only be included, if applicable, until the date which is on or prior to the first anniversary of the date of consummation of the Propane Sale); provided that (A) any partial dividend perioddistribution made pursuant to this clause (i)(z) shall not exceed the Excess Proceeds Reserve Amount at the time such distribution is made, (B) no distribution may be made pursuant to this clause (i)(z) prior to April 1, 2005 and (C) no distribution may be made pursuant to this clause (i)(z) earlier than the Business Day preceding the date on which the Parent actually uses such distribution to optionally repurchase Parent Notes; (ii) no Default or Unmatured Default then exists or would result therefrom; and (iii) the Borrower Representative has delivered a certificate of an Authorized Officer attesting to the matters set forth in clauses (i) and (ii) above and showing in reasonable detail all calculations with respect thereto.

Dividends. a. The holders (a) Each share of record on the Series B Dividend Record Date (as defined below) of the outstanding Series B 9% Convertible Preferred Stock shall be entitled entitle the holder of record thereof to receive dividendscumulative cash dividends at the annual rate of $3.33 per share. Dividends shall accrue daily and accrued dividends for any period of less than one year shall be computed on the basis of the number of days elapsed out of a 365-day or 366-day year, as and when declared by the Board of Directors out of funds legally available thereforcase may be. Record holders of Series B Preferred Stock on a Series B Dividend Record Date Dividends shall be entitled to one dividend-in-kind payable each year in additional shares on the last day of Series B Preferred Stock at June (the rate of six percent (6%) per annum, resulting in the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B Preferred Stock. Each such dividend shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Dividend Payment Date") (or if in the amount accrued to such date is not a business day, the dividends due on such Series B Dividend-in-Kind Dividend Payment Date shall be paid on the next succeeding business day) beginning on January 15, 2001. Such dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock from the date of such share's issuanceDate; provided, however, that dividends shall cease be required to accrue be paid only (i) to the extent the Corporation may lawfully do so and (ii) if the Board of Directors has determined, in its sole discretion, that dividends should be paid by the Corporation; and provided further, if the Corporation may not lawfully pay all the dividends it is required to pay under this Section 1(a) on a share any Dividend Payment Date, it shall pay on such date all the dividends it may lawfully pay ratably among the holders of Series B 9% Convertible Preferred Stock following such share's redemption and, at the earliest time or conversion, as the case times thereafter when it may be. Dividends on the Series B Preferred Stock shall be payable to holders of record as they appear on the stock register lawfully pay any or all of the balance of such dividends, it shall do so. If the Corporation does not pay dividends on any Dividend Payment Date because the Board of Directors has not approved such record datepayment, not less than 15 nor more than 60 days preceding it shall pay such dividends at a dividend later time when it may lawfully do so and following approval of such payment date (including a Series B Dividend-in-Kind Payment Date), as shall be fixed by the Board of Directors Directors. Dividends on each share of 9% Convertible Preferred Stock shall commence to accrue and shall be cumulative from expiration of the Conversion Period (a "Series B Dividend Record Date"). Except as defined in the case of a redemption under Section 4 or mandatory conversion under Section 6(cbelow), below (in whether or not they are earned, declared, or lawfully payable. If any dividend which case dividends shall accrue and is required to be paid through the date of such event), no dividends shall be payable on the Series B Preferred Stock any Dividend Payment Date is not paid for any partial reason, such unpaid dividend periodshall not bear any interest.

Dividends. a. The holders of record the Preferred Shares (each, a “Holder” and collectively, the “Holders”) shall be entitled, subject to applicable law, to receive dividends (“Dividends”) payable on the Series B Dividend Record Date Stated Value (as defined below) of such Preferred Share at the outstanding Series B Preferred Stock Dividend Rate (as defined below), which shall be entitled to receive dividends, as cumulative. Dividends on the Preferred Shares shall commence accruing on the second (2nd) anniversary of the Initial Issuance Date and when declared by the Board of Directors out of funds legally available therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock at the rate of six percent (6%) per annum, resulting in the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B Preferred Stock. Each such dividend shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if such date is not a business day, the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid computed on the next succeeding business day) beginning on January 15, 2001. Such dividends shall be cumulative and shall accrue on each share basis of Series B Preferred Stock from the date a 360-day year consisting of such share's issuancetwelve 30-day months; provided, however, that dividends in the event that a Holder converts any Preferred Shares prior to such second (2nd) anniversary (the “Converted Preferred Shares”) (a) the Discount Amount for such Converted Preferred Shares shall cease be deducted from any Dividends due to accrue such Holder on the Dividend Date or Dividend Dates next succeeding such Conversion Date or (b) if the Converted Preferred Shares consist of 90% or greater of the aggregate Preferred Shares held by such Holder, then the Holder shall, at its option, either (i) deduct the Discount Amount for such Converted Preferred Shares from the Conversion Amount set forth in the applicable Conversion Notice or (ii) pay to the Company, on or prior to the Conversion Date, an amount in cash equal to such Discount Amount. Notwithstanding the foregoing, if prior to the second (2nd) anniversary of the Initial Issuance Date (x) a share Triggering Event occurs, then Dividends shall commence accruing at the applicable Dividend Rate on the date such Triggering Event occurs through the date such Triggering Event is cured or the Preferred Shares are redeemed and (y) a Change of Series B Control occurs, then Dividends shall commence accruing at the applicable Dividend Rate on the date such Change of Control is consummated until the Preferred Stock following such share's redemption or conversion, as the case may beShares are redeemed. Dividends on the Series B Preferred Stock shall be payable to holders of record as they appear (A) in arrears on the stock register first (1st) day of each Calendar Quarter with the first Dividend Date being the earlier of (1) October 1, 2008 or (2) the first (1st) day of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Date), as shall be fixed by the Board of Directors (a "Series B Dividend Record Date"). Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through Calendar Quarter immediately following the date of such eventoccurrence of a Triggering Event or Change of Control and (B) on each Conversion Date thereafter by inclusion in the applicable Conversion Amount (as defined below) (each, a “Dividend Date”). If a Dividend Date is not a Business Day (as defined below), no dividends then the Dividend shall be due and payable on the Series B Preferred Stock for Business Day immediately following such Dividend Date. On each Dividend Date, if the Company does not have current or accumulated “earnings and profits” within the meaning of Sections 301 and 312 of the Internal Revenue Code of 1986, as amended, through such Dividend Date, the Company shall not withhold any partial dividend periodamount of the applicable Dividend in respect of U.S. federal income tax.

Dividends. a. The holders Holders of record on the of 6% Non-voting Cumulative Preferred Shares, Series B Dividend Record Date (as defined below) of the outstanding Series B Preferred Stock A shall be entitled to receive dividendsreceive, when and as and when declared by the Board of Directors of the Company out of funds legally available therefor. Record holders for the payment of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock dividends, cumulative dividends at the annual rate of six percent (6%) $60 per annumshare, resulting in the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock and no more. Such dividends with respect to each any share of 6% Non-voting Cumulative Preferred Shares, Series B Preferred Stock. Each such dividend shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if such date is not a business day, the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) beginning on January 15, 2001. Such dividends shall be cumulative and A shall accrue on each share of Series B Preferred Stock (whether or not declared) from the date of such share's issuance; provided, however, that dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption or conversion, as the case may be. Dividends on the Series B Preferred Stock shall be payable to holders of record as they appear on the stock register of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Date), as shall be fixed by the Board of Directors (a "Series B Dividend Record Date"). Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue issue thereof and be paid through the date of such event), no dividends shall be payable on the last business day of each December (herein after referred to as a "Dividend Payment Date") to persons who are holders of record of any 6% Non-voting Cumulative Preferred Shares, Series B A on the immediately preceding December 15. So long as any of the 6% Non-voting Cumulative Preferred Shares, Series A are outstanding, the Company will not declare or pay or set apart for payment any dividends (other than a dividend in Common Stock or in any other class of stock ranking junior to the 6% Non-voting Cumulative Preferred Shares, Series A both as to dividends and upon liquidation) or make any other distribution on any class of Company stock ranking junior to the 6% Non-voting Cumulative Preferred Shares, Series A either as to dividends or upon liquidation and will not redeem, purchase or otherwise acquire for value, or set apart money for any partial dividend periodsinking or other analogous fund for the redemption or purchase of any shares of any such junior class unless (a) all dividends on the 6% Non-voting Cumulative Preferred Shares, Series A for all Dividend Payment Dates prior to or concurrent with the payment with respect to any such dividend, distribution, redemption, purchase or acquisition as to such junior class (in any such case, a "Junior Payment"), and if the Junior Payment does not occur on a Dividend Payment Date for the 6% Non-voting Cumulative Preferred Shares, Series A, for the next succeeding Dividend Payment Date, shall have been paid, and (b) the Company is then in compliance with its obligations, if any, with respect to the redemption of the 6% Non-voting Cumulative Preferred Shares, Series A pursuant to the provisions of paragraph 5 below. Notwithstanding the foregoing provisions limiting redemption or purchase of the junior securities described above, the Company may make such a redemption or purchase upon first obtaining the written consent thereto of the holders of a majority of the 6% Non-voting Cumulative Preferred Shares, Series A then outstanding.

Dividends. a. The holders (a) Each Holder of record on the Series B Dividend Record Date (as defined below) of the outstanding Series B A Preferred Stock shall be entitled to receive dividendsreceive, when, as and when if declared by the Board of Directors Directors, out of funds legally available therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock at the rate of six percent (6%) per annum, resulting in the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B Preferred Stock. Each such dividend shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if such date is not a business day, the cash dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) beginning on January 15, 2001. Such dividends shall be cumulative and shall accrue on each share of Series B A Preferred Stock at a rate equal to $1.30 per share per annum. All dividends shall be cumulative, whether or not earned or declared, and shall accrue on a daily basis from the date of such share's issuance; provided, however, that dividends shall cease to accrue on a share issuance of Series B A Preferred Stock following such share's redemption or conversionStock, as the case may be. Dividends and shall be payable semi-annually in arrears on each Dividend Payment Date, commencing on the second Dividend Payment Date after the date of issuance of such Series B A Preferred Stock. Each dividend on Series A Preferred Stock shall be payable to holders the Holders of record of Series A Preferred Stock as they appear on the stock register of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Date), as shall may be fixed by the Board of Directors (a "Directors, which record date shall not be less than 10 nor more than 60 days prior to the applicable Dividend Payment Date. Dividends shall cease to accrue in respect of shares of Series B Dividend Record Date"). Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through A Preferred Stock on the date of their repurchase by the Corporation unless the Corporation shall have failed to pay the relevant repurchase price on the date fixed for repurchase. Notwithstanding anything to the contrary set forth above, unless and until such event)dividends are declared by the Board of Directors, there shall be no obligation to pay such dividends; provided, that such dividends shall continue to cumulate and shall be payable added to the Liquidation Preference at the time of repurchase as provided herein if not earlier declared and paid. Accrued dividends on the Series B A Preferred Stock for if not paid on the first or any partial dividend periodsubsequent Dividend Payment Date following accrual shall thereafter accrue additional dividends ("Additional Dividends") in respect thereof, compounded annually, at the rate of 13.0% per annum.

Dividends. a. (a) The holders of record Series A Preferred shall be entitled to receive, when, as and if declared by the Board or a duly authorized committee thereof, out of assets of the Corporation legally available therefor, in additional authorized, duly issued, fully paid and nonassessable shares of Series A Preferred or, as set forth in Section 3(b) hereof, cash, prior and in preference to any declaration or payment of any dividend (payable other than in shares of Junior Stock or other securities and rights convertible into or entitling the holder thereof to receive, directly or indirectly, additional shares of Junior Stock) on the Junior Stock, cumulative dividends ("Cumulative Dividends"), which shall accrue as of the date of issuance of such shares at the rate of seven and a half percent (7.5%) subject to adjustment pursuant to Sections 3(c), 3(e) and 8(e) (the "Dividend Rate") of the Original Issue Price (as defined in Section 4(a)) per share per annum, based on a 360-day year of 30-day months. Accrued but unpaid dividends shall compound quarterly at the Dividend Rate. In connection therewith, each share of Series B A Preferred so issued shall be valued at the Original Issue Price. In the event of any fractional shares, the Corporation shall pay the holder of the Cumulative Dividends cash in lieu of such fractional shares. The receipt of Series A Preferred payable as Cumulative Dividends hereunder shall be deemed to have occurred upon the Dividend Record Payment Date (as defined below) of ), and the outstanding Series B Preferred Stock shall be holder entitled to receive dividends, as and when declared by the Board of Directors out of funds legally available therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date such Cumulative Dividends shall be entitled to one dividend-in-kind payable each year in additional treated for all purposes as the record holder of such shares of Series B A Preferred Stock at as of the rate of six percent (6%) per annum, resulting time such Cumulative Dividends are declared. Such Cumulative Dividends shall accrue and be payable in the holder respect of each share of Series B A Preferred receiving a dividend quarterly, in arrears, on the last day of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B Preferred Stock. Each such dividend shall be payable on or about each January 15 March, June, September and December (each, a "Series B Dividend-in-Kind Dividend Payment Date") (or if ), commencing on the first such date is not a business day, to occur. The Cumulative Dividend payable on the dividends due on such Series B Dividend-in-Kind first Dividend Payment Date shall be paid calculated and based on the next succeeding business day) beginning on January 15, 2001. Such dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock period from the date of issuance through such share's issuance; provided, however, that dividends shall cease to accrue Dividend Payment Date. If the date fixed for payment on a share any shares of Series B A Preferred Stock following of a distribution in connection with a Liquidation Event, the date on which any shares of Series A Preferred are converted into Common Stock, or the date on which any shares of Series A Preferred are redeemed does not coincide with a Dividend Payment Date, then subject to the provisions hereof relating to such share's redemption liquidating distribution, conversion or conversionredemption, as the case may be. Dividends on the Series B Preferred Stock final dividend period applicable to such shares shall be payable the period from the last Dividend Payment Date prior to holders the date such liquidating distribution, conversion or redemption occurs through the effective date of record as they appear on the stock register such liquidating distribution, conversion or redemption. Cumulative Dividends will accrue regardless of whether there are profits, surplus or other funds of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend legally available for the payment date (including a Series B Dividend-in-Kind Payment Date), as shall be fixed by the Board of Directors (a "Series B Dividend Record Date")dividends. Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends Cumulative Dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the Series B Preferred Stock pro rata for any partial dividend periodpartial-year periods.

Dividends. a. (a) The holders of record on the Series B Dividend Record Date (as defined below) shares of the outstanding Series B Redeemable PIK Preferred Stock shall be entitled to receive dividendsreceive, when, as and when if declared by the Board of Directors Directors, out of funds legally available therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock , dividends at the annual rate of six percent (6%) $_____ per annum, resulting in the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B Preferred Stock. Each such dividend shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if such date is not a business day, the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) beginning on January 15, 2001share. Such dividends shall be cumulative and shall accrue and be payable in equal quarterly payments of $____ per share (except as provided in paragraphs (c) and (d) of this Section 3) on March 15, June 15, September 15 and December 15 in each share of Series B Preferred Stock from the date year (each of such share's issuance; provideddates being a "Dividend Payment Date"), however, that dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption or conversion, as the case may be. Dividends on the Series B Preferred Stock shall be payable to holders of record as they appear at the close of business on the stock register of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Date), as shall be fixed specified by the Board of Directors at the time such dividend is declared (a the "Series B Dividend Record Date"). Except , in preference to dividends on the case of a redemption under Section 4 or mandatory conversion under Section 6(c)Junior Stock, below (in which case dividends shall accrue and be paid through commencing on the Dividend Payment Date next succeeding the date of issuance of such eventshare (the "Issuance Date"), no dividends . Any such Record Date shall be payable on no more than 30 days prior to the Series B relevant Dividend Payment Date to which such Record Date relates. Dividend payments made with respect to shares of Redeemable PIK Preferred Stock shall be made in additional shares of Redeemable PIK Preferred Stock at the rate of .01 share of Redeemable PIK Preferred Stock for each $1.00 of such dividend [; PROVIDED, HOWEVER, that if the Corporation intends to pay a dividend other than in Junior Stock on its Common Stock or any partial other Junior Stock or any Parity Stock, prior to the payment of such dividend, the Corporation shall first set aside and irrevocably deposit in trust for the holders of the Redeemable PIK Preferred Stock money sufficient to pay the then current quarterly dividend periodon the Redeemable PIK Preferred Stock and all subsequent dividends on the Redeemable PIK Preferred Stock may be paid only in cash.] All dividends paid with respect to shares of Redeemable PIK Preferred Stock pursuant to this Section 3 shall be paid pro rata to the holders entitled thereto. All shares of Redeemable PIK Preferred Stock issued as a dividend with respect to the Redeemable PIK Preferred Stock will thereupon be duly authorized, validly issued, fully paid and nonassessable.

Dividends. a. The holders (i). Holders of record on the Series B Dividend Record Date (as defined below) shares of the outstanding Series B Convertible Preferred Stock shall be entitled to receive dividendsreceive, when, as and when if dividends are declared by the Board of Directors out of funds of the Company legally available therefor. Record holders , if such shares of Series B Convertible Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares are held of Series B Preferred Stock record at the rate close of six percent business on any record date (6%each, a "Record Date") per annumwith respect to payment of dividends on the Common Stock, resulting the amount of dividends as set forth below. The amount of dividends payable in the holder respect of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Convertible Preferred Stock with respect shall be equal to the result obtained by multiplying (a) the number of shares (including fractions) of Common Stock into which such share of Convertible Preferred Stock is (or, but for the proviso to the first sentence of Section 2(i) below, would be) convertible on the Record Date by (b) the amount of dividends declared and paid on each share of Series B Preferred Common Stock. Each ; provided, however, -------- ------- that if the Company declares and pays a dividend on the Common Stock consisting in whole or in part of Common Stock, then no such dividend shall be payable in respect of the Convertible Preferred Stock on or about each January 15 (a "Series B Dividendaccount of the portion of such dividend on the Common Stock payable in Common Stock and in lieu thereof the anti-in-Kind Payment Date"dilution adjustment in Section 3(i) (or if such date is below shall apply and; provided -------- further, that holders of shares of Convertible Preferred Stock shall not a business daybe ------- entitled to receive, and shall not participate in the distribution of, the dividends due on such Series B Dividend-in-Kind Payment Date transferable subscription rights to be distributed to holders of the Company's Common Stock in connection with the Company's proposed rights offering referred to in the Investment Agreement (the "Rights Offering"). No dividend shall be paid or declared on the next succeeding business day) beginning on January 15, 2001. Such dividends shall be cumulative and shall accrue on each any share of Series B Preferred Common Stock from (other than dividends payable in Common Stock and other than pursuant to the date of such share's issuance; providedRights Offering), howeverunless a dividend, that dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption payable in the same consideration and manner, is simultaneously paid or conversiondeclared, as the case may be. Dividends , on the Series B each share of Convertible Preferred Stock in an amount determined as set forth above. For purposes hereof, the term "dividends" shall be payable include any pro rata distribution by the Company, out of funds of the --- ---- Company legally available therefor, of cash, property, securities (including, but not limited to, rights, warrants or options) or other property or assets to the holders of record as they appear on the stock register Common Stock, whether or not paid out of the Corporation on such record datecapital, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Date), as shall be fixed by the Board of Directors (a "Series B Dividend Record Date"). Except in the case of a redemption under Section 4 surplus or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the Series B Preferred Stock for any partial dividend periodearnings.

Dividends. a. The holders Holders of record on the Series B Dividend Record Date (as defined below) of the outstanding Series B Preferred Stock shall be entitled to receive dividendsdividends and other distributions when, as and when if declared by the Board of Directors out of funds legally available thereforfor such purposes. Record holders If at any time the Corporation declares any dividend or other distribution on the Common Stock or any other Junior Security and there are shares of its Series B Preferred Stock issued and outstanding, then a dividend or other distribution shall also be declared on the Series B Preferred Stock payable prior to the dividend or other distribution on the Common Stock or any other Junior Security, entitling each Holder of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of receive the dividend or distribution such holder would have received had such holder converted the Series B Preferred Stock at into Conversion Shares as of the rate record date for determining shareholders entitled to receive such dividend or distribution. Dividends shall be payable to Holders of six percent record, as they appear on the stock books of the Corporation on such record dates as may be declared by the Board of Directors, not more than sixty (6%60) per annumdays, resulting in nor less than ten (10) days preceding the holder payment dates of each share of Series B Preferred receiving a such dividends. If the dividend of 0.06 additional shares of on the Series B Preferred Stock with respect to each share of shall not have been paid or set apart in full for the Series B Preferred Stock. Each such dividend shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if such date is not a business dayStock when payable, the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) beginning on January 15, 2001. Such dividends aggregate deficiency shall be cumulative and shall accrue on each share of Series B Preferred Stock from the date of such share's issuance; provided, however, that be fully paid or set apart for payment before any dividends shall cease to accrue be paid upon or set apart for, or any other distributions paid made on, or any payments made on account of the purchase, redemption or retirement of, the Common Stock or any other Junior Security. When dividends are not paid in full upon the shares or fractions of a share of Series B Preferred Stock following such share's redemption or conversionand any shares pari passu with the Series B Preferred Stock, as the case may be. Dividends on all dividends declared upon this Series Bnd any other shares pari passu with the Series B Preferred Stock shall be payable to holders declared, pro rata, so that the amount of record as they appear dividends declared per share or fraction of a share on the stock register of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a this Series B Dividend-in-Kind Payment Date), as shall be fixed by the Board of Directors (a "Series B Dividend Record Date"). Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue Preferred Stock and be paid through the date of such event), no dividends shall be payable on other shares pari passu with the Series B Preferred Stock for any partial dividend periodshall in all cases bear to each other the same rates that accrued dividends per share on the shares of Series B Preferred Stock and such other shares pari passu with the Series B Preferred Stock bear to each other.

Dividends. a. (1) The holders of record on the Series B Dividend Record Date (as defined below) of the outstanding Series B Class A Voting Preferred Stock Shares shall be entitled to receive cumulative quarterly dividends payable in cash (or in kind to the extent provided in this subsection (b)) on the fifteenth day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share of Class A Voting Preferred Shares (the "First Quarterly Dividend Payment Date"), in an amount per share (rounded to the nearest cent), subject to the provisions for adjustment set forth in this subsection (b), equal to 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in Common Shares or a subdivision of the outstanding Common Shares (by reclassification or otherwise), declared on the Common Shares on or since the immediately preceding Quarterly Dividend Declaration Date, as defined below, or, with respect to the first Quarterly Dividend Declaration Date, since the first issuance of any share of Class A Voting Preferred Shares. If no dividend or distribution shall have been declared on the Common Shares during the period between any Quarterly Dividend Declaration Date and when declared by the Board of Directors out of funds legally available therefor. Record next subsequent Quarterly Dividend Declaration Date, the holders of Series B Class A Voting Preferred Stock on a Series B Dividend Record Date Shares shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock at the rate of six percent (6%) per annum, resulting in the holder of each share of Series B Preferred receiving receive a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each $0.01 per share of Series B Preferred Stock. Each such dividend shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if such date is not a business day, the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) beginning on January 15, 2001subsequent Quarterly Dividend Payment Date. Such dividends The Corporation shall be cumulative and shall accrue on each share of Series B Preferred Stock from the date of such share's issuance; provided, however, that dividends shall cease to accrue on declare a share of Series B Preferred Stock following such share's redemption or conversion, as the case may be. Dividends dividend on the Series B Class A Voting Preferred Stock shall be payable to holders of record as they appear Shares on the stock register fifth day of the Corporation on March, June, September and December of each year (each such record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Date), being referred to herein as shall be fixed by the Board of Directors (a "Series B Quarterly Dividend Record Declaration Date"). Except in , commencing on the case first Quarterly Dividend Declaration Date after the first issuance of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the Series B Preferred Stock for any partial dividend period.Class A

Dividends. a. The (a) Subject to the preferential rights of the holders of record on any Senior Shares, the holders of any Series B Dividend Record Date (as defined below) of the outstanding Series B A Preferred Stock Share shall be entitled to receive dividendsreceive, as when, as, and when declared if authorized by the Board of Directors and declared by the Corporation, out of funds legally available thereforfor that purpose, dividends payable in cash in an amount per Share equal to 6.0% of the liquidation preference per annum (equivalent to $60.00 per Share per annum), except as provided in Sections 3(b), 3(c) and 3(d) hereof. Record holders of Series B Preferred Stock on a Series B Dividend Record Date Such dividends shall begin to accrue and shall be entitled to one dividend-in-kind fully cumulative from the Issue Date of such Series A Preferred Share, whether or not in any Dividend Period or Periods there shall be funds of the Corporation legally available for the payment of such dividends, and shall be payable each year quarterly, when, as and if authorized by the Board of Directors and declared by the Corporation, in additional shares of Series B Preferred Stock at arrears on Dividend Payment Dates, commencing on the rate of six percent (6%) per annum, resulting in first Dividend Payment Date after the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B Preferred Stockfirst Issue Date. Each such dividend shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if such date is not a business day, in arrears to the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) beginning on January 15, 2001. Such dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock from the date of such share's issuance; provided, however, that dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption or conversion, as the case may be. Dividends on the Series B Preferred Stock shall be payable to holders of record of Series A Preferred Shares, as they appear on the stock register records of the Corporation on the last day of the calendar quarter, whether or not a Business Day, immediately preceding the quarter in which the applicable Dividend Payment Date falls. Accrued and unpaid dividends on the Series A Preferred Shares for any past Dividend Periods may be declared and paid at any time and for such interim periods, without reference to any regular Dividend Payment Date, to holders of record on such date, not less than 15 ten (10) nor more than 60 fifty (50) days preceding a dividend the payment date (including a Series B Dividend-in-Kind Payment Date)thereof, as shall may be fixed by the Board of Directors (a "Series B Dividend Record Date")Directors. Except in Notwithstanding anything contained herein to the case of a redemption under Section 4 or mandatory conversion under Section 6(c)contrary, below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the Series B A Preferred Stock Shares shall accrue whether or not the Corporation has Available Cash, whether or not there are funds legally available for any partial dividend periodthe payment of such dividends, and whether or not such dividends are authorized or declared.

Dividends. a. The holders Borrower will not, and will not permit any of record its Restricted Subsidiaries to, authorize, declare or pay any Dividends with respect to the Borrower or any of its Restricted Subsidiaries on or after the Series B Closing Date, except that: (i) any Restricted Subsidiary of the Borrower may authorize, declare and pay Dividends or return capital or make distributions and other similar payments with regard to its Equity Interests to the Borrower or to other Restricted Subsidiaries of the Borrower which directly or indirectly own equity therein; (ii) any non-Wholly-Owned Subsidiary of the Borrower may declare and pay cash Dividends to its shareholders generally so long as the Borrower or its Restricted Subsidiary which owns the Equity Interests in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holding of the Equity Interests in the Subsidiary paying such Dividends and taking into account the relative preferences, if any, of the various classes of Equity Interests of such Subsidiary); (iii) so long as no Event of Default exists at the time of the applicable Dividend, redemption or repurchase or would exist immediately after giving effect thereto, the Borrower may pay cash Dividends to Holdings to allow Holdings to pay cash dividends or make cash distributions to any other Parent Company to redeem or repurchase, contemporaneously with such Dividend, Equity Interests of such Holdings or such other Parent Company from management, employees, officers and directors (and their successors and assigns) of Holdings, such other Parent Company, the Borrower and its Restricted Subsidiaries; provided that (A) the aggregate amount of Dividends made by the Borrower to Holdings pursuant to this clause (iii), and the aggregate amount paid by Holdings or such other Parent Company in respect of all such Equity Interests so redeemed or repurchased shall not (net of any cash proceeds received by Holdings from issuances of its Equity Interests (other than to the extent included in the Available Amount) and contributed to the Borrower in connection with such redemption or repurchase), in either case, exceed during any fiscal year of the Borrower, the greater of $50,000,000 and 10.0% of Consolidated EBITDA of the Borrower and its Restricted Subsidiaries for the most recently ended Test Period (measured at the time of such Dividend) (provided that the amount of cash Dividends permitted to be, but not, paid in any fiscal year pursuant to this clause (iii) shall increase the amount of cash Dividends permitted to be paid in the succeeding two fiscal years pursuant to this clause (iii)); (B) such amount in any calendar year may be increased by an amount not to exceed: (I) the cash proceeds of key man life insurance policies received by the Borrower or any of its Restricted Subsidiaries after the Closing Date; plus (II) the net proceeds from the sale of Equity Interests of Holdings or any Parent Company, in each case to members of management, managers, directors or consultants of any Parent Company or any of its Subsidiaries that occurs after the Closing Date, where the net proceeds of such sale are received by or contributed to the Borrower; provided that the amount of any such net proceeds that are utilized for any Dividend Record Date under this clause (as defined belowiii) will not be considered to be net proceeds of Equity Interests for purposes of clause (a)(ii) of the outstanding Series B Preferred Stock definition of “Available Amount”; less (III) the amount of any Dividends previously made with the cash proceeds described in the preceding clause (I); and (C) cancellation of Indebtedness owing to the Borrower from members of management, officers, directors, employees of the Borrower or any of its Subsidiaries in connection with a repurchase of Equity Interests of Holdings or any other Parent Company will not be deemed to constitute a Dividend for purposes of this Agreement; (iv) the Borrower may authorize, declare and pay cash Dividends to Holdings so long as the proceeds thereof are promptly used by Holdings (or subsequently paid to any other Parent Company) to pay expenses incurred by Holdings or any other Parent Company in connection with offerings, registrations, or exchange listings of equity or debt securities and maintenance of same (A) where the net proceeds of such offering are to be received by or contributed to the Borrower, (B) in a prorated amount of such expenses in proportion to the amount of such net proceeds intended to be so received or contributed or loaned, or (C) otherwise on an interim basis prior to completion of such offering so long as Holdings and any other Parent Company shall cause the amount of such expenses to be entitled repaid to receive dividends, as and when declared by the Board Borrower or the relevant Restricted Subsidiary of Directors the Borrower out of funds legally available therefor. Record holders the proceeds of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled such offering promptly if such offering is completed; (v) the Borrower may authorize, declare and pay cash Dividends to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock at Holdings so long as the rate of six percent (6%) per annum, resulting in the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B Preferred Stock. Each such dividend shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") proceeds thereof are promptly used by Holdings (or if such date is not a business day, the dividends due on such Series B Dividend-in-Kind Payment Date shall be subsequently paid on the next succeeding business dayto any other Parent Company) beginning on January 15, 2001. Such dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock from the date of such share's issuance; provided, however, that dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption or conversion, as the case may be. Dividends on the Series B Preferred Stock shall be payable to holders of record as they appear on the stock register of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Date), as shall be fixed by the Board of Directors (a "Series B Dividend Record Date"). Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the Series B Preferred Stock for any partial dividend period.pay 93

Dividends. a. The holders of record on the Series B Dividend Record Date (as defined below) outstanding shares of the outstanding Series B Perpetual Preferred Stock shall be entitled to receive dividendsreceive, as and when declared by the Board of Directors out of any funds legally available therefor. Record holders of Series B , cumulative (non-compounding) dividends on the Perpetual Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock cash, at the per share rate per annum of six ten percent (610%) per annumof $1,000.00 (adjusted appropriately for stock splits, resulting in stock dividends, recapitalizations and the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock like with respect to each share of Series B the Perpetual Preferred Stock. Each such dividend shall be payable on or about each January 15 ) (a "Series B Perpetual Cumulative Dividend-in-Kind Payment Date") (or if such date is not a business day, the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) beginning on January 15, 2001). Such dividends shall be cumulative and shall accrue on each share will accumulate quarterly in arrears commencing as of Series B Preferred Stock from the date of such share's issuance; providedissuance of the Perpetual Preferred Stock and be cumulative, howeverto the extent unpaid, that dividends shall cease to accrue whether or not they have been declared and whether or not there are profits, surplus or other funds of the Corporation legally available for the payment of dividends. The date on a which the Corporation initially issues any share of Series B Preferred Stock following such share's redemption or conversion, as the case may be. Dividends on the Series B Perpetual Preferred Stock shall be payable deemed to holders be its "date of record as they appear issuance" regardless of the number of times transfer of such share is made on the stock register records maintained by or for the Corporation and regardless of the number of certificates which may be issued to evidence such share. Perpetual Cumulative Dividends shall become due and payable with respect to any share of Perpetual Preferred Stock as provided in Section 3 and 4. So long as any shares of Perpetual Preferred Stock are outstanding and the Perpetual Cumulative Dividends have not been paid in full in cash: (a) no dividend whatsoever shall be paid or declared, and no distribution shall be made, on any Common Stock or other capital stock of the Corporation on such record dateranking junior to the Perpetual Preferred Stock; and (b) no shares of capital stock of the Corporation ranking junior to the Perpetual Preferred Stock shall be purchased, redeemed or acquired by the Corporation and no monies shall be paid into or set aside or made available for a sinking fund for the purchase, redemption or acquisition thereof; provided that, unless the holders of not less than 15 nor more than 60 days preceding a dividend payment date sixty-six and two-thirds percent (including a Series B Dividend-in-Kind Payment Date)66 2/3%) of the voting power of the outstanding Perpetual Preferred Stock elect otherwise, as the Corporation may repurchase shares of Common Stock from present or former employees of the Corporation and its subsidiaries on terms approved by the Corporation's board of directors. All numbers relating to the calculation of dividends pursuant to this Section 2 shall be fixed by the Board of Directors (a "Series B Dividend Record Date"). Except subject to equitable adjustment in the case event of any stock split, combination, reorganization, recapitalization, reclassification or other similar event involving a redemption under Section 4 or mandatory conversion under Section 6(c), below (change in which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the Series B Perpetual Preferred Stock for any partial dividend periodStock.

Dividends. a. The As provided in the Second Amended Certificate of Incorporation, the determination of whether a dividend shall be payable in cash or in additional Shares shall be made in the discretion of the Board of Directors. At any time and from time to time after the third anniversary of the date hereof, (i) the Investors holding a Supermajority Interest of the Class A-1 Preferred Shares and the Class B Preferred Shares, collectively, may determine whether dividends declared on the Class B Preferred Shares and the Class A-1 Preferred Shares shall be payable in cash or in additional Shares, and (ii) the Investors holding a Supermajority of the Class C Preferred Shares may determine whether dividends declared on the Class C Preferred Shares shall be payable in cash or in additional Shares; provided, that the dividends with respect to each of the Class B Preferred Shares and the Class A-1 Preferred Shares must be payable in the same form. If the Board of Directors declares dividends on the Class B Preferred Shares in securities of the capital of the Company, it shall also declare dividends in securities of the capital of the Company on the Class A-1 Preferred Shares. In addition, to the extent that a dividend in any form other than securities in the capital of the Company is declared on the Class A-1 Preferred Shares or the Class B Preferred Shares at any time prior to the time that WV has exercised the Exchange Options, the Company shall cause RoweCan to pay a dividend to WV with respect to the RoweCan Class A Preferred Shares or the RoweCan Class B Preferred Shares, as applicable, in an amount equal to the amount WV would have received from the Company had WV exercised the Exchange Options prior to the declaration of such dividends. As further provided in the Second Amended Certificate of Incorporation, commencing on the date of issuance of the Class C Preferred Shares, the holders of record on the Series B Dividend Record Date (as defined below) of the outstanding Series B Class C Preferred Stock Shares shall be entitled to receive dividendsa fixed, as and when declared by the Board of Directors out of funds legally available therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock at the rate of six percent (6%) per annumpreferential, resulting cumulative dividend in the holder amount of $ .230 per annum for each share of Series B Class C Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B Preferred Stock. Each such dividend shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if such date is not a business day, the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) beginning on January 15, 2001. Such dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock from the date of such share's issuance; provided, however, that dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption or conversion, as the case may beShare. Dividends on the Series B Class C Preferred Stock Shares shall be payable to holders only in the event of record as they appear on the stock register a liquidation, dissolution or winding up of the Corporation on such record dateCompany (as set forth in the Second Amended Certificate of Incorporation), not less than 15 nor more than 60 days preceding or if a dividend payment date (including a Series B Dividend-in-Kind Payment Date), as shall is to be fixed by the Board of Directors (a "Series B Dividend Record Date"). Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (paid on any other Shares in which case such dividends shall accrue and be paid through on the date of such event), no dividends Class C Preferred Shares shall be payable in preference and prior to any payment of any dividend on the Series Class A Preferred Shares, Class A-1 Preferred Shares, or Class B Preferred Stock for Shares or the payment of any partial dividend periodon the RoweCan Class A Preferred Shares or the RoweCan Class B Preferred Shares.

Dividends. a. The holders of record the Preferred Shares (each, a "Holder" and collectively, the "Holders") shall be entitled to receive dividends ("Dividends") payable on the Series B Dividend Record Date Stated Value (as defined below) of the outstanding Series B such Preferred Stock shall be entitled to receive dividends, as and when declared by the Board of Directors out of funds legally available therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock Share at the rate of six percent Dividend Rate (6%) per annum, resulting in the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B Preferred Stock. Each such dividend shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if such date is not a business day, the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) beginning on January 15, 2001. Such dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock from the date of such share's issuance; provided, however, that dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption or conversion, as the case may bedefined below). Dividends on the Series B Preferred Stock Shares shall commence accruing on the Initial Issuance Date and shall be computed on the basis of a 360-day year consisting of twelve 30-day months and shall be payable to holders of record as they appear in arrears for each Calendar Quarter on the stock register first day of the Corporation succeeding Calendar Quarter (as defined below) during the period beginning on such record datethe Initial Issuance Date and ending when no Preferred Shares remain outstanding (each, an "Dividend Date") with the first Dividend Date being July 1, 2008. Prior to the payment of Dividends on a Dividend Date, Dividends on the Preferred Shares shall accrue at the Dividend Rate. If a Dividend Date is not less than 15 nor more than 60 days preceding a dividend payment date Business Day (including a Series B Dividend-in-Kind Payment Dateas defined below), as then the Dividend shall be fixed due and payable on the Business Day immediately following such Dividend Date. Dividends shall be payable by adding the Board amount of Directors such Dividend to the Stated Value of the Preferred Shares as Capitalized Dividends, or, at the option of the Company, in cash, provided that the Dividends which accrued during any period shall be payable in cash only if the Company indicates that the Dividend will be paid in cash in the Dividend Notice (a as defined below). At least twenty-five (25) Trading Days prior to the applicable Dividend Date (the "Series B Dividend Record Notice Date"). Except in , the case Company shall provide written notice (the "Dividend Notice") to each Holder of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and Preferred Shares either indicating that the Dividend is to be paid through in cash or confirming that the date of such event), no dividends Dividend shall be payable on the Series B Preferred Stock for any partial dividend periodpaid as Capitalized Dividends.

Dividends. a. The holders of record Cash dividends that become payable on the Series B Dividend Record Date (as defined below) of the outstanding Series B Preferred Stock unvested Restricted Shares shall be entitled to receive dividends, as and when declared held by the Board of Directors out of funds legally available thereforCompany in escrow. Record holders of Series B Preferred On each Common Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock at the rate of six percent (6%) per annum, resulting in the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B Preferred Stock. Each such dividend shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if such date is not a business day, the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) beginning on January 15, 2001. Such dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock from the date of such share's issuance; provided, however, that dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption or conversion, as the case may be. Dividends on the Series B Preferred Stock shall be payable to holders of record as they appear on the stock register of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (including each, a Series B Dividend-in-Kind Payment “RS Dividend Date”), as the Company shall be fixed by the Board of Directors (a "Series B Dividend Record Date"). Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be deemed to have reinvested any cash dividend otherwise then payable on the Series B Preferred unvested Restricted Shares in a number of phantom shares of Common Stock (including any fractional share) equal to the quotient of such dividend divided by the Market Value of a share of Common Stock on such RS Dividend Date and to have credited such phantom shares to an unfunded book account in the Recipient’s name (the “Dividend Escrow Account”). As of each subsequent RS Dividend Date, the phantom shares then credited to the Dividend Escrow Account shall be deemed to receive a dividend at the then applicable dividend rate, which shall be reinvested in the same manner in such account in the form of additional phantom shares. If any dividend payable on any RS Dividend Date is paid in the form of Common Stock, such stock dividend shall be treated as additional Restricted Shares under this Certificate, with such additional Restricted Shares being subject to the same vesting and other restrictions as the Restricted Shares with respect to which dividends became payable, and with any fractional share being treated as a cash dividend that is subject to the escrow and reinvestment procedures in this Section 6. Any other non-cash dividends credited with respect to Restricted Shares shall be subject to the escrow and reinvestment procedures in this Section 6, and shall be valued for purposes of this Section 6 at the fair market value thereof as of the relevant RS Dividend Date, as determined by the Committee in its sole discretion. At any partial dividend periodVesting Date, the Company shall deliver out of escrow to the Recipient that whole number of shares of Common Stock equal to the whole number of phantom shares then credited to the Dividend Escrow Account as the result of the deemed investment and reinvestment in phantom shares of the dividends attributable to the Restricted Shares on which restrictions lapse at such Vesting Date. The value of any fractional share shall be paid in cash.

Dividends. a. The holders of record on the Series B Dividend Record Date (as defined belowa) of the outstanding Series B Preferred Stock Holders shall be entitled to receive dividendsreceive, when and as and when declared by the Board of Directors out of funds legally available therefor, and the Company shall pay, cumulative dividends at the rate per share (as a percentage of the Stated Value per share) equal to 5% per annum, payable on a quarterly basis on March 31, June 30, September 30 and December 31 of each year during the term hereof (each a "Dividend Payment Date"), commencing on September 30, 1998 and thereafter, upon the earlier to occur of a Dividend Payment Date and a Conversion Date (as defined herein), in cash or shares of Common Stock (as defined in Section 8) at, subject to the terms and conditions set forth herein, the option of the Company. Record holders Dividends on the Preferred Stock shall be calculated on the basis of Series B a 360-day year, shall accrue daily commencing on the Original Issue Date (as defined in Section 8), and shall be deemed to accrue from such date whether or not earned or declared and whether or not there are profits, surplus or other funds of the Company legally available for the payment of dividends. Any dividends not paid on any Dividend Payment Date shall continue to accrue and shall be due and payable upon conversion of the Preferred Stock. A party that holds shares of Preferred Stock on a Series B Dividend Record Payment Date shall will be entitled to one dividend-in-kind payable each year in additional shares receive such dividend payment and any other accrued and unpaid dividends which accrued prior to such Dividend Payment Date, without regard to any sale or disposition of Series B such Preferred Stock subsequent to the applicable record date. All overdue accrued and unpaid dividends and other amounts due herewith shall entail a late fee at the rate of six percent 15% per annum (6%) per annumto accrue daily, resulting from the date such dividend is due hereunder through and including the date of payment). Except as otherwise provided herein, if at any time the Company pays less than the total amount of dividends then accrued on account of the Preferred Stock, such payment shall be distributed ratably among the Holders based upon the number of shares held by each Holder. The Company shall provide the Holders notice of its intention to pay dividends in the holder of each share of Series B Preferred receiving a dividend of 0.06 additional cash or shares of Series B Common Stock not less than 10 Trading Days prior to any Dividend Payment Date for so long as shares of Preferred Stock with respect to each share are outstanding. If dividends are paid in shares of Series B Preferred Common Stock. Each , the number of shares of Common Stock issuable on account of such dividend shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if equal the cash amount of such date is not a business day, the dividends due dividend on such Series B Dividend-in-Kind Dividend Payment Date shall be paid on divided by the next succeeding business dayConversion Price (as defined below) beginning on January 15, 2001. Such dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock from the date of such share's issuance; provided, however, that dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption or conversion, as the case may be. Dividends on the Series B Preferred Stock shall be payable to holders of record as they appear on the stock register of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Date), as shall be fixed by the Board of Directors (a "Series B Dividend Record Date"). Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the Series B Preferred Stock for any partial dividend period.

Dividends. a. The (i) Subject to the preferential rights of the holders of record on any class or series of capital stock of the Corporation ranking prior to the Series B Dividend Record Date (A Preferred Stock as defined below) to dividends, the holders of the then outstanding shares of Series B A Preferred Stock shall be entitled to receive dividendsreceive, when, as and when if declared by the Board of Directors of the Corporation or any duly authorized committee thereof (for purposes of this Section 4.3, collectively, the “Board of Directors of the Corporation”) , out of funds legally available therefor. Record holders for the payment of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock dividends, cumulative cash dividends at the rate of six percent (6%) 9% per annum, resulting in annum of the holder $250.00 per share liquidation preference of each share of the Series B Preferred receiving a dividend of 0.06 additional shares of Series B A Preferred Stock with respect (equivalent to each share an annual rate of Series B Preferred Stock$22.50 per share). Each such dividend Such dividends shall accrue daily, shall accrue and the cumulative from June 17, 1998 (the “Original Issue Date”) and shall be payable quarterly in arrears in cash on or about each January 15 March 31, June 30, September 30 and December 31 (each, a "Series B Dividend-in-Kind “Dividend Payment Date"”) (or of each year, commencing September 30, 1998; provided that if such date any Dividend Payment Date is not a business dayBusiness Day, then the dividends due dividend which would otherwise have been payable on such Series B Dividend-in-Kind Dividend Payment Date shall may be paid on the next succeeding business day) beginning Business Day with the same force and effect as if paid on January 15, 2001. Such such Dividend Payment Date and no interest or additional dividends shall be cumulative and or other sum shall accrue on the amount so payable for the period from and after such Dividend Payment Date to such next succeeding Business Date. The period from and including the Original Issue Date to but excluding the first Dividend Payment Date, and each share of Series B Preferred Stock subsequent period from and including a Dividend Payment Date to but excluding the date of such share's issuance; providednext succeeding Dividend Payment Date, however, that dividends shall cease to accrue on is hereinafter called a share of Series B Preferred Stock following such share's redemption or conversion, as the case may be“Dividend Period”. Dividends on the Series B Preferred Stock shall be payable to holders of record as they appear on in the stock register transfer books of the Corporation at the close of business on such the applicable record date, not less than 15 nor more than 60 days preceding a dividend payment date (including each, a Series B Dividend-in-Kind Payment “Record Date”), as which shall be fixed the 15th day of the calendar month in which the applicable Dividend Payment Date falls or such other date designated by the Board of Directors of the Corporation for the payment of dividends that is not more than thirty (30) nor less than ten (10) days prior to such Dividend Payment Date. The amount of any dividend payable for any Dividend Period, or portion thereof, shall be computed on the basis of a "360-day year consisting of twelve 30-day months, it being understood that the amount of the dividend payable per share of Series B A Preferred Stock for each full Dividend Record Date"Period shall be computed by dividing the annual dividend rate of $22.50 per share by four (it being further understood that the dividend payable on September 30, 1998 shall be for more than a full Dividend Period). Except in The dividends payable on any Dividend Payment Date or any other date shall include dividends accrued to but excluding such Dividend Payment Date or other date, as the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case may be. All references herein to “accrued and unpaid” dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the Series B A Preferred Stock (and all references of like import) shall include, unless otherwise expressly stated or the context otherwise requires, accumulated dividends, if any, on the Series A Preferred Stock; and all references herein to “accrued and unpaid” dividends on any other class or series of capital stock of the Corporation shall include, if (and only if) such class or series of capital stock provides for any partial dividend periodcumulative dividends and unless otherwise expressly stated or the context otherwise requires, accumulated dividends, if any, thereon.

Dividends. a. The holders of record on the Series B Dividend Record Date (as defined belowa) of the outstanding Series B Preferred Stock Holders shall be entitled to receive dividendsreceive, as and when declared by the Board of Directors out of funds legally available therefor. Record holders , and the Company shall pay, cumulative dividends at the rate per share (as a percentage of Series B the original $10,000 Stated Value per share) of 4% (the "DIVIDEND RATE") per annum, payable on each Conversion Date (as defined herein) for such share and on each June 30 and December 31 for so long as such Preferred Stock shall be outstanding, commencing December 31, 1999 (each of a Conversion Date and such semi-annual dates are referred to herein as a "DIVIDEND PAYMENT DATE"), in cash or shares of Common Stock (as defined in Section 7). Subject to the terms and conditions herein, the decision whether to pay dividends hereunder in Common Stock or cash shall be at the discretion of the Company. Dividends on the Preferred Stock shall be calculated on the basis of a Series B 360-day year, shall accrue daily commencing on the Original Issue Date (as defined in Section 7), and shall be deemed to accrue from such date whether or not earned or declared and whether or not there are profits, surplus or other funds of the Company legally available for the payment of dividends. Except as otherwise provided herein, if at any time the Company pays less than the total amount of dividends then accrued on account of the Preferred Stock, such payment shall be distributed ratably among the Holders based upon the number of shares of Preferred Stock held by each Holder. Any dividends to be paid in cash hereunder that are not paid within three (3) Trading Days (as defined in Section 7) following a Dividend Record Payment Date shall continue to accrue and shall entail a late fee, which must be entitled to one dividend-in-kind payable each year paid in additional shares of Series B Preferred Stock cash, at the rate of six percent 18% per annum or the lesser rate permitted by applicable law (6%) per annumsuch fees to accrue daily, resulting in the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B Preferred Stock. Each such dividend shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if such date is not a business day, the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) beginning on January 15, 2001. Such dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock from the date such dividend is due hereunder through and including the date of such share's issuance; provided, however, that payment). The Company shall provide the Holders written notice of its intention to pay dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption or conversion, as the case may be. Dividends on the Series B Preferred Stock shall be payable to holders of record as they appear on the stock register of the Corporation on such record date, in cash not less than 15 nor more than 60 ten (10) days preceding a dividend payment date prior to each Dividend Payment Date for so long as shares of Preferred Stock are outstanding (including a Series B Dividend-in-Kind Payment Datethe Company may indicate in such notice the maximum amount of cash dividends that it intends to pay during such period), as . Failure to timely provide such notice shall be fixed deemed an election by the Board Company to pay dividends for such period in shares of Directors (a "Series B Dividend Record Date"). Except in Common Stock pursuant to the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the Series B Preferred Stock for any partial dividend periodterms hereof.

Dividends. a. (i) The holders of record on the Series B Dividend Record Date (as defined below) shares of the outstanding Series B Preferred Stock shall be entitled to receive dividendsreceive, when, as and when if declared by the Board of Directors of the Company out of funds legally available therefor, dividends on the shares of Preferred Stock, cumulative from the first date of issuance of any such shares (the "Initial Issuance Date"), at a rate per annum of 6.25% of the Liquidation Preference per share, payable in cash or common stock, subject to paragraph (l). Record holders Dividends on the shares of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled payable quarterly in equal amounts (subject to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock at the rate of six percent paragraph (6%d)(v) per annum, resulting in the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock hereunder with respect to each share shorter periods, including the first such period with respect to newly issued shares of Series B Preferred Stock. Each such dividend shall be payable ) in arrears on or about February 15, May 15, August 15 and November 15 of each January 15 (a "Series B Dividend-in-Kind Payment Date") (year, or if any such date is not a business dayBusiness Day, the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) beginning Business Day (each such date, a "Dividend Payment Date", and each such quarterly period, a "Dividend Period"), in preference to and in priority over dividends on January 15, 2001any Junior Stock. Such dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock from paid to the date of such share's issuance; provided, however, that dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption or conversion, as the case may be. Dividends on the Series B Preferred Stock shall be payable to holders of record of the shares of Preferred Stock as they appear on the stock register applicable Record Date. As used herein, the term "Record Date" means, with respect to the dividends payable on February 15, May 15, August 15 and November 15 of the Corporation on each year, February 1, May 1, August 1 and November 1 of each year, respectively, or such other record date, not less than 15 nor more than 60 days and not less than 10 days preceding a dividend payment date (including a Series B Dividend-in-Kind the applicable Dividend Payment Date), as shall be fixed by the Board of Directors of the Company. Dividends on the shares of Preferred Stock shall be fully cumulative and shall accrue (a "Series B whether or not declared and whether or not there are funds of the Company legally available for the payment of dividends) from the Initial Issuance Date (or the last Dividend Record Date"). Except in Payment Date for which dividends were paid, as the case may be) based on a 360-day year comprised of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case twelve 30- day months. Accrued and unpaid dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the Series B Preferred Stock for any partial dividend periodpast Dividend Period may be declared and paid at any time, without reference to any Dividend Payment Date, to holders of record on such date, not more than 45 days prior to the payment thereof, as may be fixed by the Board of Directors of the Company.

Dividends. a. The holders (a) Holders of record on the Series B Dividend Record Date (as defined below) of the issued and outstanding Series B E Preferred Stock Shares shall be entitled to receive dividendsreceive, when and as and when declared by the Board of Directors out of funds of the Corporation legally available thereforfor the payment of distributions, cumulative preferential cash dividends at a rate per annum equal to the Dividend Rate of the twenty-five thousand dollar ($25,000.00) per share stated liquidation preference of the Series E Preferred Shares. Record holders Except as otherwise provided in paragraphs (b) and (c) of this Section 3, the Dividend Rate shall be equal to the Stated Rate. Such dividends shall accrue and accumulate on each issued and outstanding share of the Series B E Preferred Stock Shares on a daily basis from (but excluding) the original date of issuance of such share and shall be payable monthly in equal amounts in arrears on the last calendar day of each Dividend Period except for Series B E Preferred Shares issued during [ ] 2012, for which an initial partial dividend payment for dividends accrued in [ ] 2012 shall be payable at the end of the first full Dividend Period (each such day being hereinafter called a “Dividend Payment Date”); provided that (i) Series E Preferred Shares issued during any Dividend Period after the Dividend Record Date for such Dividend Period shall be entitled only begin to one dividend-in-kind payable each year in additional shares accrue dividends on the first day of Series B Preferred Stock at the rate of six percent next Dividend Period; and (6%ii) per annum, resulting in the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B Preferred Stock. Each such dividend shall be payable on or about each January 15 (a "Series B Dividend-in-Kind if any Dividend Payment Date") (or if such date Date is not a business dayBusiness Day, then the dividends due dividend that would otherwise have been payable on such Series B Dividend-in-Kind Dividend Payment Date shall may be paid on the next succeeding business day) beginning Business Day with the same force and effect as if paid on January 15such Dividend Payment Date, 2001. Such and no interest or additional dividends shall be cumulative and or other sums shall accrue on each share of Series B Preferred Stock the amount so payable from the date of such share's issuance; provided, however, that dividends shall cease Dividend Payment Date to accrue on a share of Series B Preferred Stock following such share's redemption or conversion, as the case may benext succeeding Business Day. Dividends Any dividend payable on the Series B E Preferred Stock Shares shall be computed on the basis of a three hundred and sixty (360)-day year consisting of twelve (12) thirty (30)-day months. Any dividend payable on the Series E Preferred Shares for any partial Dividend Period shall be prorated. Dividends shall be payable to holders of record as they appear on in the stock register records of the Corporation at the close of business on such the applicable record date, not less than 15 nor more than 60 days which shall be (i) with respect to the partial Dividend Period for dividends accrued during [ ] 2012 described above, [ ], 2012, and (ii) with respect to all other Dividend Periods, the tenth (10th) day preceding a dividend payment date (including a Series B Dividend-in-Kind the applicable Dividend Payment Date), as shall be fixed or such other date designated by the Board of Directors or an officer of the Corporation duly authorized by the Board of Directors for the payment of dividends that is not more than thirty (30) nor less than ten (10) days prior to such Dividend Payment Date (each such date, a "Series B “Dividend Record Date"”). Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the Series B Preferred Stock for any partial dividend period.

Dividends. a. The holders of record on the Series B Dividend Record Date (as defined below) of the outstanding Series B A Preferred Stock shall be entitled to receive dividends, as and when declared by in preference to the Board of Directors out of funds legally available therefor. Record holders of Series B Preferred Common Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock or any Junior Securities, annual dividends at the rate of six percent (6%) 4.0% per annum, resulting in the holder of compounded semi-annually, for each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B A Preferred Stock. Each such dividend shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if such date is not a business day, the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) beginning on January 15, 2001. Such dividends shall be cumulative due and payable upon conversion or redemption of such shares of Series A Preferred Stock. Dividends shall accrue on each share from the Original Issue Date (as defined herein), whether or not earned or declared, until such time as the shares of Series B A Preferred Stock from the date of such share's issuance; have been converted or redeemed as herein provided, however, that dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption or conversion, as the case may be. Dividends are payable on the Series B A Preferred Stock on the last day of June and December of each year (each, a "Dividend Date") by increasing the Aggregate Stated Value by the amount of such dividends. Such increase in the Aggregate Stated Value shall constitute full payment of such dividends. When any dividends are added to the Aggregate Stated Value, such dividends shall, for all purposes of this Certificate of Designation, be deemed to be part of the Aggregate Stated Value for purposes of determining dividends thereafter payable hereunder and amounts thereafter convertible into Common Stock hereunder, and all references herein to holders the Aggregate Stated Value shall mean the Aggregate Stated Value, as adjusted pursuant to this Section 5. The dividends so payable will be paid to the Holders of shares of Series A Preferred Stock of record as they appear on the stock register books of the Corporation Company on such the record date, which will be the June 15 or December 15, as the case may be, before the related Dividend Date; provided, however, that the Company's obligation to a transferee of shares of Series A Preferred Stock arises only if such transfer, sale or other disposition is made in accordance with the terms and conditions hereof and the Securities Purchase Agreement (as defined below). Notwithstanding the foregoing, the Company shall not less than 15 nor more than 60 days preceding be entitled to pay dividends in shares of Series A Preferred Stock and shall be required to pay such dividends in cash if any event constituting a dividend payment date Triggering Event (including a Series B Dividend-in-Kind Payment Dateas defined in Section 7), as shall be fixed or an event that with the passage of time and without being cured would constitute a Triggering Event, has occurred and is continuing on the Dividend Date or the date which is ten (10) Business Days prior to the Dividend Date, unless otherwise consented to in writing by the Board of Directors (a "Series B Dividend Record Date"). Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of Holder entitled to receive such event), no dividends shall be payable on the Series B Preferred Stock for any partial dividend perioddividend.

Dividends. a. The holders of record on the Series B Dividend Record Date (as defined below) of the then outstanding Series B A Convertible --------- Preferred Stock shall be entitled to receive receive, out of funds legally available therefor, cumulative dividends at the annual rate of ten percent (10%) of the Liquidation Preference except as otherwise stated herein. Such cumulative dividends shall accrue from April 30, 2000, notwithstanding a later date of original issuance. Dividends shall be payable on the Series A Convertible Preferred Stock then outstanding in cash (i) quarterly on the fifteenth day of March, June, September, and December of each year (each, a "Dividend Payment Date"), whether or not earned or declared by the Board of Directors, or (ii) at the time of conversion, redemption, or exchange (as provided herein) of the Series A Convertible Preferred Stock on which the dividend is to be paid, whichever is sooner, in preference to and in priority over dividends upon the common stock or any other class or series of preferred stock of the Corporation (collectively, the "Junior Stock"). Except as otherwise specified herein, accrued and unpaid dividends shall compound quarterly at a rate of ten percent (10%) per annum from the preceding Dividend Payment Date until paid in full in cash. No dividends shall be paid on any share of Common Stock unless a dividend is paid with respect to all outstanding shares of Series A Convertible Preferred Stock in an amount for each such share of Series A Convertible Preferred Stock equal to or greater than the aggregate amount of such dividends for all shares of Common Stock into which each such share of Series A Convertible Preferred Stock could then be converted. Without limiting the generality of the immediately-preceding sentence, during any period when the Corporation has failed to pay the full amount of the dividends on the Series A Convertible Preferred Stock for any preceding quarterly period and until all such accrued and unpaid dividends are paid in full, the Corporation shall not: (i) declare or pay dividends, as or make any other distributions, on any shares of Junior Stock, other than dividends or distributions payable in Junior Stock, or (ii) redeem, purchase or otherwise acquire for consideration any shares of Junior Stock, other than redemptions, purchases or other acquisitions of Junior Stock in exchange for any shares of Junior Stock. As used herein, "accrued dividends" and when "accrued and unpaid dividends" shall mean accrued dividends, including, without limitation, the amount compounded thereon. Accumulated but unpaid dividends may be declared by the Board of Directors out of funds legally available therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock at the rate of six percent (6%) per annum, resulting in the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B Preferred Stock. Each such dividend shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if such date is not a business day, the dividends due on such Series B Dividend-in-Kind Payment Date shall be and paid on any date fixed by the next succeeding business day) beginning on January 15, 2001. Such dividends shall be cumulative and shall accrue on each share Board of Series B Preferred Stock from the date of such share's issuance; provided, however, that dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption or conversion, as the case may be. Dividends on the Series B Preferred Stock shall be payable Directors to holders of record as they appear on the stock register books of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Date), as shall may be fixed by the Board of Directors (a "Directors. Dividends on Series B Dividend Record Date"). Except A Convertible Preferred Stock shall be paid in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (chronological order in which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the Series B Preferred Stock for any partial dividend periodthey accrue.

Dividends. a. The holders of record on the shares of Series B Dividend Record Date (as defined below) of the outstanding Series B D Preferred Stock shall be entitled to receive receive, in preference to all of the Corporation’s common stock, $0.001 par value per share (the “Common Stock”), issued previously or hereafter, a 7.0% per annum dividend on the Original Issue Price of each share of Series D Preferred Stock held by such holder that is cumulative and payable in kind per share in such number of shares of Series D Preferred Stock determined using a price per share equal to $11.0741176 per share (adjusted appropriately for stock splits, stock dividends, recapitalizations, consolidations, mergers, reclassifications and the like with respect to the Series D Preferred Stock) (the “Original Issue Price’’) and calculated on actual number of days elapsed in a year of 365 days. In lieu of the issuance of a fractional share of Series D Preferred Stock as a dividend, the Corporation shall issue a whole share of Series D Preferred Stock (rounded to the nearest whole share), determined on the basis of the total number of shares of Series D Preferred Stock held by the holder with respect to which such dividends are being calculated. Such dividends will be cumulative and compound on a quarterly basis to the extent not paid for any reason. Dividends will accrue and be cumulative from the date that the Series D Preferred Stock is issued under the Certificate of Designation, whether or not the Corporation has earnings or profits, whether or not there are funds legally available for the payment of such dividends and whether or not such dividends are declared or paid. Quarterly dividends will be paid on the last business day of the fiscal quarter (the “Payment Date”). Dividends paid in an amount less than the total amount of such accrued dividends at the time shall be allocated pro rata on a share-by-share basis among all shares of Series D Preferred Stock at the time outstanding. The record date for determination of the holders of Series D Preferred Stock entitled to receive payment of a dividend thereon shall be fifteen (15) days before the Payment Date, or such other date that the Corporation establishes no less than ten (10) days and no more than thirty (30) days preceding the Payment Date. In addition, if and when any dividend is declared or paid by the Board of Directors out of funds legally available therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock at the rate of six percent (6%) per annum, resulting in the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B Preferred the Common Stock. Each such dividend shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if such date is not a business day, the dividends due on such Series B Dividend-in-Kind Payment Date Board of Directors shall be paid on also declare and pay the next succeeding business day) beginning on January 15, 2001. Such dividends shall be cumulative and shall accrue same dividend on each share of the Series B D Preferred Stock from the date of such share's issuance; provided, however, that dividends shall cease then outstanding on an as-if-converted to accrue on a share of Series B Preferred Common Stock following such share's redemption or conversion, as the case may be. Dividends on the Series B Preferred Stock shall be payable to holders of record as they appear on the stock register of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Date), as shall be fixed by the Board of Directors (a "Series B Dividend Record Date"). Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the Series B Preferred Stock for any partial dividend periodbasis.

Dividends. a. The holders Holders of record on the shares of Series B Dividend Record Date (as defined below) of the outstanding Series B Convertible Preferred Stock shall be entitled to receive dividendsreceive, as and when declared by the Board of Directors Directors, out of funds and assets of the Company legally available therefor. Record holders therefore, an annual dividend (calculated on the basis of the redemption price of $5.00 per share of Series B Convertible Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares Stock) of Series B Preferred Stock at the rate of six percent fifteen (615%) percent per annum, resulting payable on a calendar quarter basis on or before the 20th day following each calendar quarter for the quarter just ended quarter, to stockholders of record on the respective record dates (which shall be the tenth day of the last month for the calendar quarter just ended. Notwithstanding anything herein to the contrary, at the option of the Company, any dividends on the Series B Convertible Preferred Stock may be paid either in the holder of cash or in kind and if paid in kind each share of Series B Convertible Preferred receiving a Stock to be received shall be valued at $5.00 per share for purposes of such dividend payment. No fractional shares shall be issued for dividends paid in kind and such dividends to be paid to any shareholder shall be rounded up to the next whole share of 0.06 additional Series B Convertible Preferred Stock. Dividends on each share of the Series B Convertible Preferred Stock shall accrue and be cumulative from the date of issue and shall be appropriately prorated with respect to the period between such date of issue and the first dividend payment date. Accumulations of dividends shall not bear interest. So long as any shares of Series B Convertible Preferred Stock with respect to each share are outstanding, the Company shall not declare and pay or set apart for payment any dividends or make any other distribution on the Common Stock and shall not redeem, retire, purchase or otherwise acquire, any shares of common stock or preferred stock, unless at the time of making such declaration, payment, distribution, redemption, retirement, purchase or acquisition dividends on all outstanding shares of Series B Preferred Stock. Each such dividend shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if such date is not a business day, the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) beginning on January 15, 2001. Such dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock from the date of such share's issuance; provided, however, that dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption or conversion, as the case may be. Dividends on the Series B Preferred Stock shall be payable to holders of record as they appear on the stock register of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Date), as shall be fixed by the Board of Directors (a "Series B Dividend Record Date"). Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the Series B Convertible Preferred Stock for any partial dividend period.all past

Dividends. a. The holders (a) Holders of record on the Series B Dividend Record Date (as defined below) shares of the outstanding Series B Preferred Stock Series A-2 shall be entitled to receive dividends, as and when declared by the Board of Directors out of funds legally available therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock at the rate of six percent (6%) per annum, resulting in the holder of therefor cumulative dividends for each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect Series A-2 at an annual rate (the "Dividend Rate") of 6% of the Stated Value, payable semi-annually each year on January 1, and July 1 (each of such dates being referred to each share of Series B Preferred Stock. Each herein as a "Dividend Payment Date"), except that if such date is a Saturday, Sunday or legal holiday, then such dividend shall be payable on the next date that is not a Saturday, Sunday or about each January 15 legal holiday on which banks in the State of New York are permitted or required to be closed (a "Series B DividendBusiness Day"). Each semi-in-Kind Payment Date") (or if such date is not a business day, the dividends due on such Series B Dividend-in-Kind Payment Date annual dividend shall be paid on the next succeeding business day) beginning on January 15, 2001. Such dividends shall be fully cumulative and shall accrue (whether or not declared), on each share of Series B Preferred Stock a daily basis from the date of issuance of, or the date on which the Corporation becomes obligated to issue, such share's issuanceshares of Preferred Stock Series A-2 (the "Initial Issuance Date"). Dividends on shares of Preferred Stock Series A-2 shall be payable in cash or in shares of Preferred Stock Series A-2 (calculated with reference to the Stated Value of the Preferred Stock Series A-2), or in any combination of cash and such shares of Preferred Stock Series A-2, at the sole discretion of the Corporation. The Board of Directors shall declare and pay such accrued dividends at such time and to the extent permitted by law. No fractional shares shall be issued by the Corporation in respect of any payment of dividends in shares of Preferred Stock Series A-2 on any Dividend Payment Date, so that in such event the number of shares of Preferred Stock Series A-2 to be paid as a dividend pursuant to this Section 3(a) to a holder of Preferred Stock Series A-2 shall be rounded down to the nearest whole number of shares; provided, however, that dividends shall cease any such fractional shares to accrue on which a share holder of Series B Preferred Stock following Series A-2 would otherwise be entitled shall be aggregated with any fractional shares otherwise issuable in connection with any subsequent Dividend Payment Dates and each time such fractional shares shall equal one full share's redemption or conversion, as such full share shall be issued to the case may beholder entitled thereto on the next subsequent Dividend Payment Date with all attendant rights and preferences attaching thereto. Dividends on the Series B Preferred Stock shall be payable paid to the holders of record as they appear of shares of Preferred Stock Series A-2 at the close of business on the stock register of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Date), as shall be fixed specified by the Board of Directors at the time such dividend is declared (a the "Series B Dividend Record Date"); provided, however, that such Record Date shall not be more than sixty (60) days nor less than ten (10) days prior to the respective Dividend Payment Date. Except in The Corporation shall deliver or cause to be delivered to the case respective record holders of a redemption under shares of Preferred Stock Series A-2 certificates representing the shares of Preferred Stock Series A-2 (if any) to which they are entitled pursuant to this Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable 3(a) promptly following each Dividend Payment Date. on the Series B Record Date shall represent not only such existing shares, but also the additional shares of Preferred Stock for any partial dividend periodSeries A-2 issued to such holder pursuant to such dividend.

Dividends. a. (a) The holders of record on the Series B Dividend Record Date (as defined below) shares of the outstanding Series B Redeemable Convertible Preferred Stock shall be entitled to receive dividendsentitled, when, as and when if declared by the Board of Directors Directors, out of funds legally lawfully available therefortherefor to receive cumulative dividends at the rate per annum of 15% per share on the Liquidation Preference (equivalent to $15.00 per annum per share), subject to adjustment as provided herein, payable quarterly in arrears (the “DIVIDEND RATE”). Record The Dividend Rate shall decrease to a rate per annum of 12% per share on the Liquidation Preference (equivalent to $12 per annum per share) if the Closing Price of the Common Stock equals or exceeds 150% of the then-effective Conversion Price for at least 180 consecutive Trading Days. Dividends payable for each full Dividend Period will be computed by dividing the Dividend Rate by four and shall be payable in arrears on each Dividend Payment Date for the Dividend Period ending immediately prior to such Dividend Payment Date, to the holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares record of Series B Redeemable Convertible Preferred Stock at the rate close of six percent (6%) per annum, resulting in business on the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect Record Date applicable to each share of Series B Preferred Stock. Each such dividend shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Dividend Payment Date") (or if such date is not a business day, the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) beginning on January 15, 2001. Such dividends shall be cumulative from the most recent date as to which dividends shall have been paid or, if no dividends have been paid, from the Issue Date (whether or not in any Dividend Period or Dividend Periods there shall be funds of the Company legally available for the payment of such dividends) and shall accrue on each share a day-to-day basis, whether or not earned or declared, from and after the Issue Date. Dividends payable for any partial Dividend Period or for the initial Dividend Period ending on the day immediately prior to [Note: the first Dividend Payment Date after the Swap Closing to be inserted], shall be computed on the basis of Series B days elapsed over a 360-day year consisting of twelve 30-day months. Accumulations of dividends on shares of Redeemable Convertible Preferred Stock from shall not bear interest. The initial dividend rate on the Redeemable Convertible Preferred Stock for the initial Dividend Period, commencing on the Issue Date (assuming an Issue Date of [Note: the date of such the Swap Closing to be inserted] and a then-applicable Dividend Rate of 15% per annum), will be $15 per share's issuance; provided, howeversubject to adjustment as provided for herein, that dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption or conversionand will be payable, when, as the case may be. Dividends on the Series B Preferred Stock shall be payable to holders of record as they appear on the stock register of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Date), as shall be fixed and if declared by the Board of Directors (a "Series B Directors, on [Note: the first Dividend Record Date")Payment Date after the Swap Closing to be inserted] out of funds lawfully available therefor. Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable Each subsequent quarterly dividend on the Series B Redeemable Convertible Preferred Stock Stock, when, as and if declared by the Board of Directors, will be $3.75 per share, subject to adjustment as provided for any partial dividend periodherein.

Dividends. a. (a) The holders of record on the shares of Series B Dividend Record Date (as defined below) of the outstanding Series B A Preferred Stock shall be entitled to receive dividendswith respect to each share, when and as and when declared by the Board of Directors Board, out of funds assets legally available therefor. Record holders for such purpose, cumulative dividends at an annual rate, declared and compounded quarterly, based on a year of 360 days consisting of 12 thirty-day months, equal to 11.1% applied to the amount of the Stated Value per share of Series B A Preferred Stock on a Series B Dividend Record Date Stock, payable in cash or at the Corporation's option, as set forth in Section 2(b), below. Such dividends shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock at the rate of six percent (6%) per annum, resulting in the holder respect of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B A Preferred Stock with respect to annually, in arrears, on the last day of April in each share of Series B Preferred Stock. Each such dividend shall be payable on or about year (each January 15 (a "Series B Dividend-in-Kind Dividend Payment Date") (or if such date is not a business day), commencing on the dividends due last day of April 2002. The dividend payable on such Series B Dividend-in-Kind the first Dividend Payment Date shall be paid calculated and based on the period from the Date of Issue through such Dividend Payment Date. Each period commencing on the later of the Date of Issue of a share of the Series A Preferred Stock or the first day after the last preceding Dividend Payment Date and ending on the next succeeding business day) beginning on January 15Dividend Payment Date or, 2001. Such dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock from the date of such share's issuance; provided, however, that dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption or conversion, as the case may be. Dividends on the Series B Preferred Stock shall be payable to holders of record as they appear on the stock register of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Date), as shall be fixed by the Board of Directors (a "Series B Dividend Record Date"). Except in the case of a final dividend, the effective date of a liquidating distribution or redemption under Section 4 of such shares of Series A Preferred Stock is referred to herein as a "Dividend Period." If the date fixed for payment of a final liquidating distribution on any shares of Series A Preferred Stock or mandatory conversion under Section 6(c)the date on which any shares of Series A Preferred Stock are redeemed does not coincide with a Dividend Payment Date, below (in which case dividends then subject to the provisions hereof relating to such liquidating distribution or redemption, the final Dividend Period applicable to such shares shall accrue and be paid the period from the last Dividend Payment Date prior to the date such liquidating distribution or redemption occurs through the effective date of such event), no dividends shall be payable on the Series B Preferred Stock for any partial dividend periodliquidating distribution or redemption.

Dividends. a. The (a) Subject to 4(d) below, the record holders of record on the Series B Dividend Record Date (as defined below) of the outstanding Series B Preferred Stock shall be entitled to receive dividendsreceive, when, as and when declared if authorized by the Board of Directors and declared by the Corporation, out of funds legally available therefor. Record holders for the payment of dividends, on each outstanding share of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock B, cumulative cash dividends calculated at the rate of six percent (6%) per annumPreferred Distribution Rate on the Liquidation Preference. Except as otherwise set forth below, resulting in the holder of dividends on each outstanding share of Series B Preferred receiving a dividend shall accrue and be cumulative from and including the issuance date of 0.06 additional shares such share and shall be payable monthly in arrears on each Dividend Payment Date. For dividends accruing during Dividend Periods ending before or on December 31, 2014, (i) 50% of Series B Preferred Stock with respect to such dividends shall be payable monthly in arrears on each share Dividend Payment Date and (ii) 50% of Series B Preferred Stock. Each such dividend dividends (“PIK Dividends”) plus PIK Interest accrued thereon shall be payable on or about each January 15 (a "Series B Dividend-in-Kind the Final Dividend Payment Date") (or if such date . If any Dividend Payment Date is not a business dayBusiness Day, the dividends due then any dividend which would otherwise have been payable on such Series B Dividend-in-Kind Dividend Payment Date shall be paid on the next succeeding business day) beginning on January 15, 2001. Such dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock from the date of such share's issuance; provided, however, that dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption or conversion, as the case may beBusiness Day. Dividends payable on the Series B Preferred Stock in respect of any Dividend Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The amount of dividends payable on the Series B for any partial period shall be computed on the basis of a 360-day year consisting of twelve 30-day months, and actual days elapsed over a 30-day month. Dividends will be payable to holders of record as they appear on in the stock register stockholder records of the Corporation at the close of business on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Date), as shall be fixed by the Board of Directors (a "Series B applicable Dividend Record Date"). Except Notwithstanding the foregoing or any provisions in the case of a redemption under Section 4 or mandatory conversion under Section 6(c)Articles Supplementary to the contrary, below (in which case from and after April 1, 2014 no dividends shall accrue and be paid payable on the Senior Preferred Stock tendered to the Corporation on the “Closing Date” under the Settlement Agreement (collectively, the "Exchange Preferred Stock"). For the avoidance of doubt, all dividends accrued and deferred on all shares of Series B through the date of such event)March 31, no dividends 2014 shall be payable on the Series B Preferred Stock for any partial dividend periodwhen and as due.

Dividends. a. The (a) Subject to the preferential rights of the holders of record on any class or series of capital stock of the Corporation ranking senior to the Series B Dividend Record Date (as defined below) E Preferred Stock with respect to dividend rights, the holders of shares of the outstanding Series B E Preferred Stock shall be entitled to receive dividendsreceive, when, as and when declared if authorized by the Board of Directors and declared by the Corporation, out of funds legally available therefor. Record holders for the payment of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock dividends, cumulative cash dividends at the rate of six percent (6%) 7.625% per annum, resulting in annum of the holder of each $25.00 liquidation preference per share of the Series B Preferred receiving a dividend of 0.06 additional shares of Series B E Preferred Stock with respect (equivalent to each the fixed annual amount of $1.90625 per share of the Series B E Preferred Stock). Each such dividend Such dividends shall accrue and be cumulative from and including [·](1) and shall be payable to holders quarterly in arrears on or about each January 15 Dividend Payment Date (a "Series B Dividend-in-Kind as defined below), commencing [next payment date of Annaly preferred after merger closing]; provided, however, that if any Dividend Payment Date") (or if such date Date is not a business dayBusiness Day (as defined below), then the dividends due dividend which would otherwise have been payable on such Series B Dividend-in-Kind Dividend Payment Date shall may be paid on the next succeeding business day) beginning on January 15Business Day, 2001. Such dividends except that, if such Business Day is in the next succeeding calendar year, such payment shall be cumulative made on the immediately preceding Business Day, in each case with the same force and effect as if paid on such Dividend Payment Date, and no interest or additional dividends or other sums shall accrue on each share the amount so payable from such Dividend Payment Date to such next succeeding Business Day. The amount of Series B Preferred Stock from the date of such share's issuance; provided, however, that dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption or conversion, as the case may be. Dividends any dividend payable on the Series B E Preferred Stock for any Dividend Period (as defined below), including any partial Dividend Period, shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Dividends will be payable to holders of record as they appear on in the stock register records of the Corporation at the close of business on the applicable Dividend Record Date (as defined below). Notwithstanding any provision to the contrary contained herein, each outstanding share of Series E Preferred Stock shall be entitled to receive a dividend with respect to any Dividend Record Date equal to the dividend paid with respect to each other share of Series E Preferred Stock that is outstanding on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Date), as shall be fixed by the Board of Directors (a "Series B Dividend Record Date"). Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the Series B Preferred Stock for any partial dividend period.“