AMENDED AND RESTATED BY-LAWS
(As of January 28, 1998)
Incorporated under the Laws of the State of Delaware
Offices and Records
Section 1.1. Delaware Office. The principal office of the Corporation in the State of Delaware shall be located in
the City of Wilmington, County of New Castle, and the name and address of its registered agent is The
Corporation Trust Company, 1209 Orange Street in the City of Wilmington, County of New Castle.
Section 1.2. Other Offices. The Corporation may have such other offices, either within or outside the State of
Delaware, as the Board of Directors of the Corporation (the "Board") may designate or as the business of the
Corporation may from time to time require.
Section 1.3. Books and Records. The books and records of the Corporation may be kept outside the State of
Delaware at such place or places as may from time to time be designated by the Board.
Section 2.1. Annual Meeting. The annual meeting of the stockholders of the Corporation shall be held on such
date and at such time as may be fixed by resolution of the Board.
Section 2.2. Special Meeting. Except as otherwise required by law and subject to the rights of the holders of any
class or series of stock having a preference over the Common Stock as to dividends or upon liquidation, special
meetings of stockholders of the Corporation for any purpose or purposes may be called only by (i) the Board
pursuant to a resolution stating the purpose or purposes thereof approved by a majority of the total number of
directors which the Corporation would have if there were no vacancies (the "Whole Board") or
(ii) by the Chairman of the Board. No business other than that stated in the notice shall be transacted at any
Section 2.3. Place of Meeting. The Board or the Chairman of the Board, as the case may be, may designate the
place of meeting for any annual meeting or for any special meeting of the stockholders. If