AMENDED AND RESTATED
THE CREDIT STORE, INC.
(as of October 19, 2000)
Section 1.01. Registered Office. The Corporation shall maintain a registered office and registered agent within the
State of Delaware at such place within such State as may be designated from time to time by the Board of
Directors of the Corporation.
Section 1.02. Other Offices. The Corporation may also have offices at such other places both within and without
the State of Delaware as the Board of Directors may from time to time determine.
Section 2.01. Place of Meetings. Meetings of stockholders may be held at the principal executive office of the
Corporation or at such other place as may be designated by the Board of Directors or the chief executive officer
of the Corporation.
Section 2.02. Annual Meetings. An annual meeting of stockholders shall be held in each calendar year for the
election of directors on such date and at such time as shall be designated from time to time by the Board of
Directors. Any other proper business may be transacted at the annual meeting, provided that such business is
specified in the notice of meeting.
Section 2.03. Special Meetings. Unless otherwise specifically provided by law or the Certificate of Incorporation,
a special meeting of stockholders, for any purpose or purposes, may be called only by the Chairman or the chief
executive officer and shall be called by either such officer upon the written request of a majority of the Board of
Directors or by a committee of the Board of Directors which has been duly designated by the Board of
Directors, and whose powers and authority, as expressly provided in a resolution of the Board of Directors,
include the power to call such meetings. Such request shall state the purpose or purposes of the proposed
meeting. If the authorized officers fail to cause such meeting to be called within thirty (30) days after receipt of
such request and held within ninety (90) days after receipt of