RECEIVED
STATE OF TENNESSEE
95 MAR 9 AM 10:56
RILEY DARNELL
SECRETARY OF STATE
CHARTER
OF
VARSITY USA, INC.
The undersigned person(s) under the Tennessee Business Corporation Act
adopt(s) the following charter for the above listed corporation:
1. The name of the corporation is Varsity USA, Inc.
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[NOTE: Pursuant to Tennessee Code Annotated Section 48-14-101(a)(1), each
corporation name must contain the word "corporation", "incorporated", "company"
or "limited" or the abbreviation "corp", "inc", "co." or "ltd.".]
2. The number of shares of stock the corporation is authorized to issue is
10,000
3. (a) The complete address of the corporation's initial registered office
in Tennessee is c/o C T CORPORATION SYSTEM;
530 Gay Street, Knoxville, Tennessee 37902
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Street Address City State, Zip Code
County of Knox.
[NOTE: A street address and a zip code are both required by Tennessee Code
Annotated Section 48-12-102(a)(3).]
(b) The name of the initial registered agent, to be located at the address
listed in 3(a), is
C T CORPORATION SYSTEM
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4. The name and complete address of each incorporator is:
Nina J. Zalenski 321 N. Clark St., Suite 3300, Chicago, Illinois 60610
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Name Address Zip Code
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Name Address Zip Code
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Name Address Zip Code
[NOTE: An address and zip code are both required by Tennessee Code Annotated
Section 48-12-102(a)(4).]
5. The complete address of the corporation's principal office is:
2525 Horizon Lake Drive, Memphis, Tennessee 38133
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Street Address City State/Country Zip Code
[NOTE: A street address and a zip code are both required by Tennessee Code
Annotated Section 48-12-102(a)(5).]
6. The corporation is for profit.
7. Other provisions:
[NOTE: Insert here any provision(s) desired and permitted by law. Examples:
names and addresses of persons serving as the initial board of directors,
business purpose(s) of the corporation, management or regulation of affairs of
the corporation, provision limiting the personal liability of directors for
monetary damages for breach of fiduciary duty, etc. See Tennessee Code Annotated
Section 48-12-102(b).]
March 8, 1995 /s/ Nina J. Zalenski
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Signature Date Incorporator's Signature
Nina J. Zalenski
---------------------------------------------
Incorporator's Name (typed or printed)
ARTICLES OF AMENDMENT
TO THE CHARTER OF
VARSITY ACQUISITION CORP.
The undersigned duly elected and acting Secretary hereby certifies pursuant
to Section 48-20-106 of the Tennessee Business Corporation Act as follows:
First: That the name of the Corporation is
Varsity Acquisition Corp.
Second: That the Corporation's Charter shall be amended such that Article
I shall be deleted and a new Article I shall read as follows:
"The name of the corporation is Varsity USA, Inc."
Third: Such amendment was duly adopted by resolution of the Board of
Directors and the Shareholder of the Corporation on April 9, 1996.
Dated this 9 day of April, 1996
Varsity Acquisition Corp.
By: /s/ Robert Dunseath
------------------------------
Robert Dunseath, Secretary
ARTICLES OF AMENDMENT
TO THE CHARTER OF
VARSITY USA, INC.
The undersigned duly elected and acting Secretary hereby certifies
pursuant to Section 48-20-106 of the Tennessee Business Corporation Act as
follows:
First: That the name of the Corporation is
Varsity USA, Inc.
Second: That the Corporation's Charter shall be amended such that Article
I shall be deleted and a new Article I shall read as follows:
"The name of the corporation is Varsity Acquisition Corp."
Third: Such amendment was duly adopted by resolution of the Board of
Directors and the Shareholder of the Corporation on
September 18, 1995.
Dated this 18 day of September, 1995
Varsity USA, Inc.
By: /s/ Robert Dunseath
------------------------------
Robert Dunseath, Secretary