4,000,000 shares of Series B Preferred Stock.
Dividends: When, as, and if declared by board of directors, dividends are payable at a floating rate of three-month LIBOR plus 0.70% per annum quarterly in arrears on and until June 15, 2011. After and including the period beginning on June 15, 2011, dividends on the shares will be payable at a floating rate of three-month LIBOR plus 1.70% per annum quarterly in arrears. Dividends on the shares are not cumulative and, accordingly, if for any reason board of directors does not declare a dividend on the shares for a quarterly dividend period, holders of the shares will have no right to receive a dividend for that period, and company will have no obligation to pay a dividend for that period, whether or not they pay dividends in full or have sufficient funds to pay dividends in the future.
Dividend Payment Date: Dividends are payable on March 15, June 15, September 15 and December 15 of each year, beginning September 15, 2005 unless such day is not a business day, in which case, the related dividend will be paid on the next succeeding business day.
Record Dates: The record dates for the payment of dividends will not be earlier than 45 days or later than 10 days before the applicable Dividend Payment Date.
Maturity:The Series B Preferred Stock does not have any maturity date nor is company required to redeem the Series B Preferred Stock.
Redemption: The Series B Preferred Stock is redeemable in whole or in part at company's discretion on any Dividend Payment Date on or after the Dividend Payment Date on June 15, 2010 at a price equal to the liquidation preference plus any accrued and unpaid dividends for the then-current quarterly dividend period, if any. It is company's intention to redeem the Series B Preferred Stock with proceeds raised from new capital offerings during the life of the Series B Preferred Stock with equal or greater equity benefit.
Liquidation Preference: If company liquidates, dissolve or wind up, then the holders of Series B Preferred Stock outstanding at the time will be entitled to receive $100 per share, plus an amount equal to accrued and unpaid dividends for the then-current quarterly dividend period, if any, pro rata with holders of our Series A Preferred Stock and holders of any other outstanding pari passu stock before any distribution of assets is made to holders of common stock.
Voting and Board Observer Rights: None, except with respect to certain changes in the terms of the Series B Preferred Stock. Also, if company does not declare or pay dividends on the Series B Preferred Stock for four or more quarterly dividend periods (whether or not consecutive), the holders of the outstanding Series B Preferred Stock, voting together as a single class with the holders of any other class or series of capital stock with similar voting rights, will be entitled to vote for the election of two board observers to attend and participate in meetings of board of directors until they have fully paid all declared and unpaid dividends and resumed the payment of dividends in full on the Series B Preferred Stock for four consecutive dividend periods.
Preferred Stock Board Committee: Board of directors maintains a committee appointed to monitor payment of dividends on outstanding preferred stock, including both our Series A Preferred Stock and Series B Preferred Stock. The committee includes at least three persons, each of whom is an independent director.
Ranking: The Series B Preferred Stock will rank, both as to the payment of dividends when due and upon liquidation, dissolution or winding up, junior to all senior and subordinated indebtedness, pari passu with outstanding Series A Preferred Stock, and senior to common stock (and any other stock junior to the Series B Preferred Stock).
Conversion: The Series B Preferred Stock is not convertible into or exchangeable for any of other securities or property.