<DOCUMENT>

<TYPE>EX-4.1

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<FILENAME>l95978aexv4w1.txt

<DESCRIPTION>EXHIBIT 4.1

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                                                                     EXHIBIT 4.1

 

 

 

                             CERTIFICATE OF AMENDED

                            ARTICLES OF INCORPORATION

                                       OF

                          AMCAST INDUSTRIAL CORPORATION

                               -------------------

 

         The undersigned, Leo W. Ladehoff and Thomas G. Amato, being

respectively, the Chief Executive Officer and Secretary of AMCAST INDUSTRIAL

CORPORATION (the "Corporation"), a corporation for profit organized under the

Ohio General Corporation Law, with its principal office located in the City of

Kettering, Montgomery County, Ohio, do hereby certify that a meeting of the

directors of the Corporation was duly called and held on April 23, 1987, at

which meeting a quorum of the directors was present and acting throughout, and

that at such meeting, the directors unanimously adopted a resolution adopting

new Amended Articles of Incorporation of the Corporation to supercede and

consolidate the original Articles of Incorporation of the Corporation and all

amendments thereto as follows:

 

         "FIRST. The name of said Corporation shall be Amcast Industrial

Corporation.

 

         SECOND. The purpose or purposes of the Corporation shall be:

 

         (a) To manufacture, purchase, lease, or otherwise acquire and to hold,

own, sell, lease, or dispose of, trade in or deal in castings and other allied,

similar or related products of every kind and description.

 

         (b) To engage in any lawful act or activities for which corporations

may be formed under Section 1701.01 to 1701.98, inclusive, of the Ohio Revised

Code.

 

         THIRD. The place in the State of Ohio where the Corporation's principal

office shall be located is Kettering, Montgomery County, Ohio.

 

         FOURTH. The maximum number of shares which the Corporation is

authorized to have outstanding is 16,000,000 shares which shall be classified as

follows:

 

          1,000,000 Preferred Shares without par value (hereinafter called

     "Preferred Shares"); and

 

          15,000,000 Common Shares without par value (hereinafter called "Common

     Shares").

 

 

Section 1. The express terms and provisions of the Preferred Shares are as

follows:

 

         1.1 Preferred Shares may be issued in series from time to time. Within

the limitations and restrictions set forth in this Article FOURTH, the Board of

Directors is expressly authorized, at one time or from time to time, to adopt

amendments to the Articles of Incorporation in respect

 

 

<PAGE>

 

 

of any authorized and unissued Preferred Shares to fix or alter the division of

such shares into series, the designation and number of shares of each series,

the dividend rates, redemption rights,redemption prices, liquidation prices,

sinking fund requirements, conversion rights, and restrictions on issuance of

shares of the same series or of any other class or series. The express terms and

provisions of Preferred Shares of different series shall be identical except

that there may be variations in respect of any or all of the particulars

hereinbefore set forth in this subsection 1.1. In case the stated dividends or

the amounts payable on dissolution, liquidation, or sale of assets of the

Corporation are not paid in full, all Preferred Shares of all series shall

participate ratably in the payment of dividends, including accumulations, if

any, in proportion to the sums which would be payable thereon if all dividends

thereon were paid in full, and, in any distribution of assets other than by way

of dividends, in proportion to the same which would be payable on such

distribution if all sums payable thereon to holders of Preferred Shares were

discharged in full.

 

         1.2 The holders of Preferred Shares shall be entitled to receive when

and as declared out of the surplus of the Corporation, subject to any

limitations prescribed by statute, cash dividends at the respective rates and on

the respective dates fixed by the Board of Directors for the shares of the

several series of Preferred Shares, and no more. Dividends on each Preferred

Share shall be cumulative from the date fixed therefor by the Board of

Directors.

 

         1.3 Except as may be otherwise expressly provided in this Article

FOURTH, the Corporation shall have the right to redeem the Preferred Shares of

any one or more series at any time, either in whole or in such portions, as from

time to time, the Board of Directors may determine, upon the payment to the

respective holders thereof of the "General Redemption Price" thereof. The

General Redemption Price for shares of each series shall be an amount equal to

the sum of (a) the redemption price fixed by the Board of Directors for the

shares of such series prior to the initial issuance of the first shares of such

series; and (b) an amount equivalent to all accumulated and unpaid dividends on

the shares to be redeemed to the date fixed for redemption (hereinafter referred

to as the "Redemption Date"), whether or not such dividends shall have been

earned or declared. In lieu of such payment the Corporation may deposit the

General Redemption Price of the shares to be redeemed on or prior to the

Redemption Date with such responsible bank or trust company as may be designated

by the Board of Directors, in trust, for payment on or after the date of such

deposit (without awaiting the Redemption Date) to the holders of Preferred

Shares then to be redeemed. If less than the whole amount of outstanding

Preferred Shares of any particular series shall be redeemed at any time, the

shares thereof to be redeemed shall be selected by lot.

 

         Notice of any such redemption, in whole or in part, and of any such

deposit made or to be made of such General Redemption Price, shall be mailed to

each holder of Preferred Shares so to be redeemed, at his address registered

with the Corporation, not less than thirty days prior to the Redemption Date,

and, if less than all of the said shares owned by such shareholders are to be

redeemed, the notice shall specify the number of shares thereof which are to be

redeemed. Such notice having been so given, or irrevocable written authority to

the depositary having been given at the time of making the deposit provided for

herein forthwith to give such notice, all rights of the respective holders of

the said shares as shareholders of the Corporation by reason of the ownership of

such shares, except the right to receive the General Redemption Price of such

shares upon presentation and surrender of their respective certificates

representing the said shares, shall cease from and after the Redemption Date

(unless default shall be made by the

 

 

 

                                       2

 

 

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Corporation in providing monies for the payment of the General Redemption

Price), or, if the General Redemption Price shall have been deposited on or

prior to the Redemption Date as above permitted, from and after the date of such

deposit; provided, however, that in lieu of the right to receive the General

Redemption Price, any rights of conversion or exchange may be exercised up to

the close of business on the Redemption Date. If after such deposit any

Preferred Shares so called shall be so converted or exchanged, the amount

theretofore deposited with the depositary for the redemption thereof shall

forthwith be paid over by it to the Corporation. Any other monies so deposited

which shall remain unclaimed by the holders of Preferred Shares so called for

redemption at the end of two years after the Redemption Date shall be paid by

such depositary to the Corporation, after which the holders of such Preferred

Shares shall look only to the Corporation for payment of the General Redemption

Price thereof, without interest.

 

         1.4 Upon the dissolution, liquidation or sale of all or substantially

all the assets of the Corporation, the holders of Preferred Shares shall be

entitled to receive the following sums, before any payment shall be made to the

holders of Common Shares with respect to payment upon dissolution, liquidation

or sale of assets:

 

          (a)  in case of any involuntary dissolution or liquidation or forced

               sale of all or substantially all the assets of the Corporation,

               each Preferred Share of each series shall be entitled to receive

               the amount fixed for such contingency by the Board of Directors

               for the shares of such series prior to the issuance of the first

               shares of such series, together with a sum, whether or not earned

               or declared, equivalent to all accumulated and unpaid dividends

               thereon to the date of such payment; or

 

          (b)  in case of any voluntary dissolution or liquidation or voluntary

               sale of all or substantially all the assets of the Corporation,

               each Preferred Share of each series shall be entitled to receive

               the amount fixed for such contingency by the Board of Directors

               for the shares of such series prior to the initial issuance of

               the first shares of such series, together with a sum, whether or

               not earned or declared, equivalent to all accumulated and unpaid

               dividends thereon to the date of such payment.

 

         After all sums payable on the Preferred Shares as herein provided upon

a particular contingency shall have been paid in full, but not prior thereto,

the Common Shares shall be entitled to payment of all other sums then

distributable. For the purposes of this subsection 1.4, a consolidation or

merger of the Corporation with or into any other corporation, or a consolidation

or merger of any other corporation with or into the Corporation shall not be

deemed a dissolution, liquidation or sale of assets.

 

         1.5 The holders of Preferred Shares shall be entitled to one vote for

each Preferred Share held by them respectively.

 

         1.6 So long as any of the Preferred Shares shall remain outstanding, no

dividend (other than dividends payable in Common Shares) shall be paid, or shall

any distribution (by purchase, redemption, payment to any sinking fund, or

otherwise, other than stock splits) be made, on any of the Common Shares unless:

 

 

 

                                       3

 

 

 

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          (a)  all dividends on all outstanding Preferred Shares shall have been

               paid and full dividends thereon for the then current quarterly

               dividend period shall have been declared and a sum sufficient for

               the payment thereof set apart therefor; and

 

          (b)  the Corporation shall not be in arrears in respect of any sinking

               fund obligation in respect of any series of Preferred Shares.

 

         1.7 Preferred Shares acquired by the Corporation through the exercise

by the holders thereof of any conversion privilege shall not be reissued except

as hereinafter provided. Such shares and any other Preferred Shares acquired

otherwise than through the operation of any sinking fund and not used to reduce

the amount of any sinking fund installment shall, upon compliance with such

provisions of law relating to the retirement of shares as may be applicable,

have the status of authorized and unissued Preferred Shares which are

unclassified into any series. Preferred Shares acquired by the Corporation

through the operation of any sinking fund or which have been used to reduce the

amount of any sinking fund installment shall be cancelled and not reissued, and

the Corporation shall from time to time take appropriate corporate action to

reduce the authorized number of Preferred Shares accordingly.

 

         Section 2. The express terms and provisions of the Common Shares are as

follows:

 

         2.1 The rights and preferences of the Common Shares shall be subject in

all respects to the rights and preferences of the Preferred Shares in the manner

and to the extent provided in this Article FOURTH.

 

         2.2 The Common Shares shall rank junior to the Preferred Shares with

respect to the payment of dividends. Out of the assets of the Corporation

available for dividends remaining after there shall have been paid or declared

and set apart for payment full dividends on the Preferred Shares, and subject to

the restrictions or limitations contained in the express terms and provisions of

any series of Preferred Shares, dividends may be declared and paid upon the

Common Shares, but only when and as determined by the Board of Directors.

 

         2.3 The Common Shares shall rank junior to the Preferred Shares with

respect to payment upon dissolution, liquidation or sale of the assets of the

Corporation. Upon the dissolution, liquidation or sale of all or substantially

all the assets of the Corporation, after there shall have been paid to or set

apart for holders of the Preferred Shares the full preferential amounts to which

they are entitled, the holders of Common Shares shall be entitled to receive pro

rata all of the remaining assets of the Corporation available for distribution

to its shareholders.

 

         2.4 The holders of Common Shares shall be entitled to one vote for each

Common Share held by them respectively.

 

         Section 3. No shareholder of the Corporation shall have the right to

vote cumulatively in the election of directors of the Corporation.

 

         FIFTH. The Corporation, through its Board of Directors, shall have the

right and power to purchase any of its outstanding shares of stock at such price

and upon such terms as may be agreed upon between the Corporation and the

selling shareholder or shareholders.

 

 

 

                                       4

 

 

<PAGE>

 

 

         SIXTH. Notwithstanding any provision of the Ohio Revised Code now or

hereafter in force providing for any action for the vote, consent, waiver, or

release of the holders of shares entitling them to exercise two-thirds, or any

other proportion, of the voting power of the Corporation or of any class or

classes of shares thereof, such action, unless otherwise expressly required by

statute or by these Amended Articles of Incorporation, may be taken by the vote,

consent, waiver, or release of the holders of shares entitling them to exercise

a majority of the voting power of the Corporation or of such class or classes .

 

         SEVENTH. Notwithstanding the foregoing, the affirmative vote of the

holders of shares entitling them to exercise at least four-fifths of the voting

power of the Corporation shall be required:

 

          (a)  To approve (i) the sale, exchange, lease, transfer, or other

               disposition by the Corporation of all, or substantially all, of

               its assets or business to a related corporation or an affiliate

               of a related corporation, or (ii) the consolidation of the

               Corporation with or its merger into a related corporation or an

               affiliate of a related corporation, or (iii) the merger into the

               Corporation of a related corporation, or (iv) a combination or

               majority share acquisition in which the Corporation is the

               acquiring corporation and its voting shares are issued or

               transferred to a related corporation or an affiliate of a related

               corporation or to shareholders of a related corporation or an

               affiliate of a related corporation; or

 

          (b)  to approve any agreement, contract, or other arrangement with a

               related corporation providing for any of the transactions

               described in subparagraph (a) above.

 

         For the purpose of this Article SEVENTH, (i) a "related corporation" in

respect of a given transaction shall be any corporation which, together with its

affiliates and associated persons, owns of record or beneficially, directly or

indirectly, more than 5% of the shares of any class of outstanding shares of the

Corporation entitled to vote upon such transaction, as of the record date used

to determine the shareholders of the Corporation entitled to vote upon such

transaction; (ii) an "affiliate" of a related corporation shall be any

individual, joint venture, trust, partnership, or corporation which, directly or

indirectly through one or more intermediaries, controls, or is controlled by, or

is under common control with the related corporation; (iii) an "associated

person" of a related corporation shall be any officer or director or any

beneficial owner, directly or indirectly, of 10% or more of any class of equity

security of such related corporation or any of its affiliates; (iv) the terms

"combination", or "majority share acquisition" and "acquiring corporation" shall

have the same meaning as that contained in Section 1701 of the Ohio General

Corporation Law or any similar provision hereafter enacted.

 

         The determination of the Board of Directors of the Corporation, based

on information known to the Board of Directors and made in good faith, shall be

conclusive as to whether any corporation is a related corporation as defined in

this Article SEVENTH.

 

         The provisions of this Article SEVENTH shall not be applicable to (i)

any merger or consolidation of the Corporation with or into any other

corporation, or any sale or lease of all, or substantially all, of the assets of

the Corporation to, or any sale or lease to the Corporation, or any subsidiary

thereof, in exchange for securities of the Corporation of any assets of, any

 

 

 

                                       5

 

 

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corporation if the Board of Directors of the Corporation shall by resolution

have approved a memorandum of understanding with such other corporation with

respect to and substantially consistent with such transaction prior to the time

that such other corporation shall have become a holder of more than 20% of the

outstanding shares of stock of the Corporation entitled to vote in elections of

Directors; or (ii) any merger or consolidation of the Corporation with, or any

sale or lease to the Corporation, or any subsidiary thereof, of any of the

assets of, any corporation of which a majority of the outstanding shares of all

classes of stock entitled to vote in elections of Directors is owned of record

or beneficially by the Corporation and its subsidiaries.

 

         No amendment to the Articles of Incorporation of the Corporation shall

amend, alter, change, or repeal any of the provisions of this Article SEVENTH,

unless the amendment effecting such amendment, alteration, change, or repeal

shall receive the affirmative vote or consent of the holders of shares entitling

them to exercise at least four-fifths of the voting power of the Corporation.

 

         EIGHTH. No holder of shares of the Corporation of any class, as such,

shall have any preemptive right to purchase or subscribe for shares of the

Corporation, of any class, or other securities of the Corporation, of any class,

whether now or hereafter authorized.

 

         IN WITNESS WHEREOF, the undersigned, being respectively the Chief

Executive Officer and Secretary of the Corporation, acting for and on behalf of

the Corporation, have executed this Certificate and caused the seal of the

Corporation to be affixed hereto this 12th day of June, 1987.

 

 

                                        /s/ Leo W. Ladehoff

                                        ----------------------------------------

                                        Leo W. Ladehoff, Chief Executive

 

 

                                        /s/ Thomas G. Amato

                                        ----------------------------------------

                                        Thomas G. Amato, Secretary

 

(SEAL)

 

 

 

                                       6

 

 

 

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                           CERTIFICATE OF AMENDMENT TO

                        AMENDED ARTICLES OF INCORPORATION

                                       OF

                          AMCAST INDUSTRIAL CORPORATION

                               -------------------

 

         The undersigned, Leo W. Ladehoff and Thomas G. Amato, being

respectively, the Chairman of the Board and the Secretary of AMCAST INDUSTRIAL

CORPORATION the "Corporation"), an Ohio corporation, do hereby certify that at a

meeting of the directors of the Corporation duly called and held on February 24,

1988, the following resolution was unanimously adopted:

 

         NOW, THEREFORE BE IT RESOLVED, that pursuant to the authority vested in

the Board of Directors in accordance with the provisions of Article Fourth of

its Amended Articles of Incorporation, such Article Fourth hereby is amended to

set forth the designation and number of a new series of Preferred Shares and the

powers, preferences, and relative, participating, optional, and other special

rights and the qualifications, limitations, or restrictions thereof, as follows:

 

         Section 4.  Series A Preferred Shares.

 

         4.1. DESIGNATION AND AMOUNT. There shall be a series of the Preferred

Shares of the Corporation which shall be designated as the "Series A Preferred

Shares," without par value, and the number of such shares shall be 300,000.

 

         4.2. DIVIDENDS AND DISTRIBUTIONS.

 

         (A) Subject to the prior and superior rights of the holders of any

shares of any classes of preferred shares of the Corporation ranking prior and

superior to the Preferred Shares with respect to dividends, the holders of the

Preferred Shares in preference to the holders of Common Shares of the

Corporation (the "Common Shares"), and any other junior shares, shall be

entitled to receive, when, as and if declared by the Board of Directors out of

funds legally available for the purpose, quarterly dividends payable in cash on

the last day of March, June, September, and December in each year (or, in each

case, if not a date on which the Corporation is open for business, the next date

on which the Corporation is so open) (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 Preferred Share or fraction thereof,

in an amount per share (rounded to the nearest cent) equal to the greater of (a)

$11.00, or (b) subject to the provision for adjustment hereinafter set forth,

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, since the immediately preceding Quarterly

Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment

Date, since the first issuance of any share or fraction of a Preferred Share. In

the event the Corporation at any time after February 24, 1988 (the "Rights

Declaration Date") (i) declares any dividend on Common Shares payable in Common

Shares, (ii) subdivides the outstanding Common Shares, or (iii) combines the

outstanding Common Shares into a smaller number of shares (all of which are

hereinafter

 

<PAGE>

 

 

referred to as "Common Share Adjustments"), then in each such case the amount to

which holders of the Preferred Shares were entitled immediately prior to such

event under clause (b) of the preceding sentence shall be adjusted by

multiplying such amount by a fraction the numerator of which is the number of

Common Shares outstanding immediately after such event and the denominator of

which is the number of Common Shares that were outstanding immediately prior to

such event (such fraction is hereinafter referred to as the "Adjustment

Number").

 

         (B) The Corporation shall declare a dividend or distribution on the

Preferred Shares as provided in paragraph (A) above immediately after it

declares a dividend or distribution on the Common Shares (other than a dividend

payable in Common Shares); provided that, in the event no dividend or

distribution shall have been declared on the Common Shares during the period

between any Quarterly Dividend Payment Date and the next subsequent Quarterly

Dividend Payment Date, a dividend of $11.00 per share on the Preferred Shares

shall nevertheless be payable on such subsequent Quarterly Dividend Payment

Date.

 

         (C) Dividends shall begin to accrue and be cumulative on the

outstanding Preferred Shares from the Quarterly Dividend Payment Date next

preceding the date of issue of such Preferred Shares, unless the date of issue

of such shares is prior to the record date for the first Quarterly Dividend

Payment Date, in which case dividends on such shares shall begin to accrue from

the date of issue of such shares, or unless the date of issue is a Quarterly

Dividend Payment Date or is a date after the record date for the determination

of holders of Preferred Shares entitled to receive a quarterly dividend and

before such Quarterly Dividend Payment Date in either of which events such

dividends shall begin to accrue and be cumulative from such Quarterly Dividend

Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends

paid on the Preferred 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 share-by-share basis among all such shares at the time outstanding.

The Board of Directors may fix a record date for the determination of holders of

Preferred Shares entitled to receive payment of a dividend or distribution

declared thereon, which record date shall be no more than 30 days prior to the

date fixed for the payment thereof.

 

         4.3. VOTING RIGHTS. The holders of the Preferred Shares shall have the

following voting rights:

 

         (A) Each holder of a Preferred Share shall have one vote on all matters

submitted to a vote of the shareholders of the Corporation.

 

         (B) Except as otherwise provided herein or by law, the holders of the

Preferred Shares and the holders of Common Shares shall vote together as one

class on all matters submitted to a vote of shareholders of the Corporation.

 

         (C) Except as set forth herein, holders of the Preferred Shares shall

have no special voting rights and their consent shall not be required (except to

the extent they are entitled to vote with holders of Common Shares as set forth

herein) for taking any corporate action.

 

         4.4. CERTAIN RESTRICTIONS.

 

         (A) So long as any of the Preferred Shares remain outstanding, no

dividend (other than dividends payable in Common Shares) shall be paid, nor

shall any distribution (by purchase,

 

 

 

                                       2

<PAGE>

 

 

redemption, payment to any sinking fund, or otherwise, other than stock splits)

be made, on any of the Common Shares unless all dividends on all outstanding

Preferred Shares shall have been paid and full dividends thereon for the then

current quarterly dividend period shall have been declared and a sum sufficient

for the payment thereof set apart therefor.

 

         (B) The Corporation shall not permit any subsidiary of the Corporation

to purchase or otherwise acquire for consideration any shares of the Corporation

unless the Corporation could, under paragraph (A) of this Section 4.4, purchase

or otherwise acquire such shares at such time and in such manner.

 

         4.5. REACQUIRED SHARES. Any Preferred Shares purchased or otherwise

acquired by the Corporation in any manner whatsoever shall be retired and

cancelled promptly after the acquisition thereof. Unless otherwise prohibited by

the Corporation's Amended Articles of Incorporation, all such shares shall upon

their cancellation become authorized but unissued Preferred Shares and may be

reissued as part of a new series of Preferred Shares, subject to the conditions

and restrictions on issuance set forth herein.

 

         4.6. LIQUIDATION, DISSOLUTION, OR WINDING UP.

 

         (A) Upon any liquidation (voluntary or otherwise), dissolution, or

winding up of the Corporation, no distribution shall be made to the holders of

shares ranking junior (either as to dividends or upon liquidation, dissolution,

or winding up) to the Preferred Shares unless, prior thereto, the holders of

Preferred Shares shall have received $4,000 per share, plus an amount equal to

accrued and unpaid dividends and distributions thereon, whether or not declared,

to the date of such payment (the "Liquidation Preference"). Following the

payment of the full amount of the Liquidation Preference, no additional

distributions shall be made to the holders of Preferred Shares unless, prior

thereto, the holders of Common Shares shall have received an amount per share

(the "Common Payment") equal to the quotient obtained by dividing (i) the

Liquidation Preference by (ii) 100 (subject to the provision for adjustment set

forth in subparagraph C). Following the payment of the full amount of the

Liquidation Preference and the Common Payment in respect of all outstanding

Preferred Shares and Common Shares, respectively, holders of Preferred Shares

and holders of Common Shares shall receive their ratable and proportionate share

of the remaining assets to be distributed in the ratio of 100 to 1 with respect

to such Preferred Shares and Common Shares, on a per share basis, respectively

(subject to the provision for adjustment set forth in subparagraph C).

 

         (B) In the event there are not sufficient assets available to permit

payment in full of the Liquidation Preference and the liquidation preferences of

all other classes of preferred shares, if any, which rank on a parity with the

Preferred Shares, then such remaining assets shall be distributed ratably to the

holders of such parity shares in proportion to their respective liquidation

preferences. In the event there are not sufficient assets available to permit

payment in full of the Common Payment, then such remaining assets shall be

distributed ratably to the holders of Common Shares.

 

         (C) In the event the Corporation makes any Common Share Adjustments at

any time after the Rights Declaration Date, the amount otherwise payable to the

holders of the Preferred Shares shall be adjusted by multiplying such amount by

the Adjustment Number.

 

 

 

                                       3

 

<PAGE>

 

 

         4.7 CONSOLIDATION, MERGER, ETC. In case the Corporation shall enter

into any consolidation, merger, combination or other transaction in which the

shares of Common Shares are exchanged for or changed into other shares or

securities, cash and/or any other property, then in any such case the Preferred

Shares shall at the same time be similarly exchanged or changed in an amount per

share (subject to the provision for adjustment hereinafter set forth) equal to

100 times the aggregate amount of shares, securities, cash and/or any other

property (payable in kind), as the case may be, into which or for which each

Common Share is changed or exchanged. In the event the Corporation makes any

Common Share Adjustments at any time after the rights Declaration Date then the

amount set forth in the preceding sentence with respect to the exchange or

change of the Preferred Shares shall be adjusted by multiplying such amount by

the Adjustment Number.

 

         4.8 REDEMPTION. The Preferred Shares shall not be redeemable.

 

         4.9 RANKING. The Preferred Shares shall rank junior to all other

classes of the Corporation's preferred shares as to the payment of dividends and

the distribution of assets, unless the terms of any such series shall provide

otherwise.

 

         4.10 AMENDMENT. The Amended Articles of Incorporation of the

Corporation shall not be further amended in any manner that would materially

alter or change the powers, preferences, or special rights of the Preferred

Shares so as to affect them adversely without the affirmative vote of the

holders of a majority of the outstanding Preferred Shares, voting separately as

a class.

 

         4.11 FRACTIONAL SHARES. Preferred Shares may be issued in fractions of

a share which shall entitle the holder, in proportion to such holder's

fractional shares, to exercise voting rights, receive dividends, participate in

distributions, and to have the benefit of all other rights of holders of

Preferred Shares.

 

 

 

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