Earthlink 2000 Annual Report Download - page 89

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of preferred stock, preference stock or any other capital stock or Equity Securities of the Corporation, whether now issued or hereafter created,
other than the Series A Stock; PROVIDED, HOWEVER, that the Corporation may hereafter issue additional shares of the Series B Preferred
Stock to Sprint. All Equity Securities of the Corporation to which the Series B Preferred Stock ranks prior, including the Common Stock, are
collectively referred to herein as the "Junior Securities."
3. DIVIDEND PROVISIONS.
(a) DIVIDENDS.
(i) LIQUIDATION ACCRETION DIVIDENDS. On and before June 5, 2003, the Corporation shall pay, and the holders of outstanding shares
of Series B Preferred Stock ("Holders") shall be entitled to receive on each Dividend Payment Date, a dividend on each share of Series B
Preferred Stock at a rate per annum equal to three percent (3.00%) of the Liquidation Value (as then increased, as provided in Section 4(a)) per
share of Series B Preferred Stock, accruable and compounded quarterly on each of the Dividend Accrual Dates, which dividend shall be in the
form of an increase in the Liquidation Value in such amount (each such increase is referred to as a "Liquidation Accretion Dividend"). All
dividends shall accrue quarterly in arrears and shall compound on each Dividend Accrual Date, commencing on the first Dividend Accrual
Date after the Issue Date of the applicable shares of Series B Preferred Stock. The Board of Directors shall declare and pay such accrued
dividends on each Dividend Payment Date and the Corporation shall take all further actions necessary to cause such dividend to be paid to the
Holders in the form and manner prescribed herein. Notwithstanding the foregoing, upon the first date of the consummation of a Business
Combination, or an Optional Redemption by the Corporation pursuant to Section 6(a), the Corporation shall pay, and the Holders of
outstanding shares of Series B Preferred Stock shall be entitled to receive, a dividend on each share of Series B Preferred Stock in the form of
an aggregate increase in the Liquidation Value in an amount equal to the amount by which the Liquidation Value would have increased
pursuant to this Section 3(a)(i) if such Holder had held such shares of Series B Preferred Stock, until the first Dividend Payment Date on or
following June 5, 2003.
(ii) CASH DIVIDENDS. After June 5, 2003, the Corporation shall pay, and the Holders of outstanding shares of Series B Preferred Stock shall
be entitled to receive, when, as and if declared by the Board of Directors, out of funds legally available therefor, cumulative dividends on each
share of Series B Preferred Stock at a rate per annum equal to three percent (3.00%) of the Liquidation Value per share of Series B Preferred
Stock, accruable quarterly on each of the Dividend Accrual Dates, payable only in cash; PROVIDED, however, that after June 5, 2018, the
Corporation shall pay, and the Holders of outstanding shares of Series B Preferred Stock shall be entitled to receive, when, as and if declared
by the Board
2