修改证书
的
Certificate of Designations, 偏好和相对,
参与, Optional and Other Special Rights
优先股和
Qualifications, Limitations and Restrictions
of
Cumulative Preferred Stock, Series A
of
新葡京
___________________________________________
根据第242条
的
Delaware General 公司 Law
___________________________________________
新葡京, a corporation organized and existing under and by virtue 的 General 公司 Law 的 State of Delaware (the "公司"), does hereby certify as follows:
第一个: The 公司 filed a Certificate of Designations, 偏好和相对, 参与, Optional and Other Special Rights 优先股和 Qualifications, Limitations and Restrictions Thereof 的 Cumulative Preferred Stock, Series A 的 公司, 票面价值0美元.每股01元(“A系列优先股"), with the Secretary of State 的 State of Delaware on March 28, 2002 (the "A系列指定").
第二个: The Board of Directors 的 公司 (the "Board’), by unanimous written consent pursuant to Section 141(f) 的 General 公司 Law 的 State of Delaware, duly adopted the following resolution setting forth the amendment to the Series A Designations:
解决, that the Board deems it in the best interests 的 公司 to amend the Certificate of Designations, 偏好和相对 参与, Optional And Other Special Rights Of Preferred Stock And Qualifications, Limitations And Restrictions of Cumulative Preferred Stock, Series A of 新葡京, 票面价值0美元.每股01元(“A系列优先股"), filed with the Secretary of State 的 State of Delaware (the "A系列指定"), in order to (i) increase from 15,000 to 30,000 the number of shares of Series A Preferred Stock that the 公司 is authorized to issue and (ii) amend the dividend provisions set forth therein to allow for the Board, 由其选择, with respect to any Dividend Period (as defined in the Series A Designations), not just Dividend Periods ended on or prior to March 31, 2004, in lieu of declaring a cash dividend for such Dividend Period, declare a dividend payable in whole or in part in shares of Series A Preferred Stock, subject to the other conditions and provisions set forth in the Series A Designations by deleting Section 1 and Section 3(a)(ii) 的 Series A Designations in their entirety and replacing them as follows:
“第一节. Designation, Number of Shares and Liquidation Preference. The series of Preferred Stock created by this resolution shall be designated the "Cumulative Preferred Stock, Series A" (the "Series A Preferred Stock"). The number of authorized shares of Series A Preferred Stock shall be 30,000. The liquidation preference of each share of Series A Preferred Stock (the "Liquidation Preference") shall be $1,000.00."
第三节. 股息. (a) "(ii) 股息 shall be payable, net of any amounts required to be withheld for or with respect to taxes, to holders of record as they appear on the stock books 的 公司 at close of business on such record dates, not more than 60 days nor less than 10 days prior to the respective Dividend Payment Date, as shall be fixed by the Board. If any Dividend Payment Date is not a Business Day (as defined below), the quarterly dividend to be paid on such Dividend Payment Date shall be paid on the next following Business Day. A "Business Day" means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are required or authorized by law to be closed. 股息 shall be payable in cash; 提供, 然而, 董事会可以, 由其选择, with respect to any Dividend Period, in lieu of declaring a cash dividend for such Dividend Period, declare a dividend payable in whole or in part in shares of Series A Preferred Stock, 提供, 进一步, that if the Board elects to pay such a dividend, the sum of (1) the aggregate Liquidation Preference 的 shares of Series A Preferred Stock declared as a dividend, and (2) any cash so paid as a dividend shall equal 125% 的 cash dividend accruing for such Dividend Period without regard to this and the preceding proviso. Accumulated and unpaid dividends for any past Dividend Periods shall be declared and paid at such time as the 公司 has funds legally available therefor, without reference to any Dividend Payment Date, to holders of record on such date, not exceeding 45 days preceding the payment date thereof, as may be fixed by the Board."
Third: The execution and filing of this 修改证书 was duly approved by the written consents of holders of a majority 的 outstanding shares of Common Stock 的 公司 and holders of over 66-2/3% 的 outstanding shares of A系列优先股 的 公司 in lieu of a meeting as of May 1, 2004, in accordance with the provisions of Sections 228 and 242 的 General 公司 Law 的 State of Delaware.
[签名页如下]
以资证明, 新葡京 has caused this 修改证书 to be executed by its 首席执行官 and duly authorized officer, 2004年7月20日.
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GULFPORT ENERGY CORPORATION |
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By: |
/s/迈克·里德尔 |
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迈克·里德尔 |
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首席执行官 |