(As amended and restated as of December 20, 2000)
The registered office of the Corporation in the State of Delaware shall be in the City of Wilmington. The
Corporation may have such other offices at such other places, within or without the State of Delaware, as the
business of the Corporation may require from time to time.
MEETINGS OF STOCKHOLDERS
SECTION 1. PLACE OF MEETING: All meetings of the stockholders for the election of directors or for any
other purpose may be held at such place, within or without the State of Delaware, as shall be prescribed from
time to time by the Board of Directors and stated in the notice of the meeting.
SECTION 2. ANNUAL MEETINGS: Annual meetings of stockholders for the election of directors and for the
transaction of such other business as may properly be brought before the meeting shall be held, commencing with
the year 2000, at such date and time in each year as may be designated from time to time by the Board of
SECTION 3. SPECIAL MEETINGS: Special meetings of the stockholders for any proper purpose or purposes
may be called to be held at any time by the Board of Directors, and shall be called at the written request of
stockholders owning a majority of the outstanding stock of the Corporation entitled to vote.
SECTION 4. NOTICE OF MEETING: Written notice of the place, date and hour of each meeting of
stockholders, and of the purpose or purposes of each special meeting of stockholders and of each annual meeting
of stockholders to be convened for any purpose in addition to the
election of directors, shall be given, not less than ten nor more than sixty days before the date of the meeting,
either personally or by mail, to each stockholder entitled to vote at such meeting. If mailed, such notice shall be
deemed given to any stockholder when deposited in the United States mail, postage prepaid, directed to such
stockholder at such stockholder's address a