AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
PRETZELMAKER, INC.
The undersigned, Michael R. Ward, being the Vice President of Pretzelmaker,
Inc., a Utah corporation (the "Corporation"), hereby certifies the following:
1. The Articles of Incorporation of the Corporation have been amended and
restated in their entirety to read as follows:
ARTICLE I
NAME
The name of this corporation is Pretzelmaker, Inc. (the "Corporation").
ARTICLE II
PURPOSE
The purpose for which the Corporation is organized is to engage in any
lawful act or activity for which corporations may be organized under the Act.
ARTICLE III
AUTHORIZED SHARES
The total number of shares of capital stock which the Corporation shall
have authority to issue is One Million (1,000,000) shares of Common Stock. Each
share of Common Stock shall be entitled to one vote per share.
ARTICLE IV
INITIAL DIRECTORS
The names and addresses of the initial directors of the Corporation are as
follows:
Larry A. Hodges
2855 East Cottonwood Parkway
Suite 400
Salt Lake City, Utah 84121
Michael R. Ward
2855 East Cottonwood Parkway
Suite 400
Salt Lake City, Utah 84121
ARTICLE V
REGISTERED OFFICE AND AGENT
The address of the registered office of the Corporation is 2855 East
Cottonwood Parkway, Suite 400, Salt Lake City, Utah 84121. The name of the
registered agent of the Corporation is Michael R. Ward.
ARTICLE VI
LIMITATION OF LIABILITY
A director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) the amount of a financial benefit
received by a director to which such director is not entitled; (ii) an
intentional infliction of harm on the Corporation or the shareholders; (iii) a
violation of Section 16-10a-842 of Utah Code Ann.; or (iv) an intentional
violation of criminal law. If the laws of the State of Utah are amended after
the adoption of these Articles of Incorporation to authorize corporate action
further eliminating or limiting the personal liability of directors, then the
liability of a director of the Corporation shall be eliminated or limited to the
fullest extent permitted by the laws of the State of Utah, as so amended.
Any repeal or modification of the foregoing paragraph by the stockholders
of the Corporation shall not adversely affect any right or protection of a
director of the Corporation existing at the time of such repeal or modification.
[End of Articles of Incorporation]
2. These Amended and Restated Articles of Incorporation (this
"Amendment") was approved by the Board of Directors of the Corporation by
unanimous written consent dated April
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5, 2000 and submitted to the shareholders of the Corporation for their approval.
The Corporation has 100,000 shares of Class A Common Stock and 116,000 shares of
Class B Common Stock entitled to vote on this Amendment. No shareholders were
entitled to vote separately in voting groups. By unanimous consent dated April
5, 2000 (the "Shareholder Consent"), all of the 100,000 shares of Class A Common
Stock and 116,000 shares of Class B Common Stock were voted in favor of this
Amendment.
3. By virtue of this Amendment, the class designations of the
Corporation's common stock have been eliminated and all of the authorized shares
of the Corporation have been reclassified as Common Stock. Such
reclassification was unanimously approved by the Corporation's shareholders in
the Shareholder Consent.
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IN WITNESS WHEREOF, the undersigned has executed these Amended and Restated
Articles of Incorporation as of the 5th day of April, 2000.
PRETZELMAKER, INC.
By ____________________________________
Michael R. Ward, Vice President
The appointment of the undersigned as Registered Agent of the Corporation
is hereby accepted.
____________________________________
Michael R. Ward, Registered Agent
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