Exhibit 3.1
RESTATED
CERTIFICATE OF INCORPORATION
-OF-
SHG HOLDING SOLUTIONS, INC.
Pursuant to
Sections 242 and 245 of the General Corporation Law of the State of Delaware
SHG Holding Solutions, Inc., a corporation organized and existing
under and pursuant to the provisions of the General Corporation Law of the State
of Delaware (the "Corporation"), hereby certifies as follows:
A. The name of the corporation is SHG holding Solutions, Inc. The date
of filing of its original Certificate of Incorporation with the Secretary of
State of the State of Delaware was October 21, 2005.
B. The Certificate of Incorporation of this corporation is hereby
amended and restated as herein set forth:
ARTICLE 1. The name of the corporation is SHG Holding Solutions, Inc.
ARTICLE 2. The address of the corporation's registered office in the State
of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, in
the City of Wilmington, County of New Castle. The name of its registered agent
at such address is Corporation Service Company.
ARTICLE 3. The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the Delaware General
Corporation Law.
ARTICLE 4.
PART A AUTHORIZED CAPITAL STOCK.
The total number of shares of stock which the Corporation has
authority to issue is 100,000, consisting of:
(A) 25,000 shares of Class A Preferred Stock; par value $0.001 per
share (the "Class A Preferred");
(B) 25,000 shares of Class B Preferred Stock, par value $0.001 per
share (the "Class B Preferred"); and
(C) 50,000 shares of Common Stock, par value $0.001 per share (the
"Common Stock").
PART B. POWERS, PREFERENCES AND SPECIAL RIGHTS OF THE CLASS A
PREFERRED STOCK.
Section 1. Dividends.
(a). General Obligation. When and as declared by the
Corporation's Board of Directors and to the extent permitted under the General
Corporation Law of Delaware, the Corporation shall pay preferential dividends to
the holders of the Class A Preferred as provided in this Section 1. Dividends on
each share of the Class A Preferred shall accrue on a daily basis at the rate of
8% per annum on the sum of the Liquidation Value thereof plus all accumulated
and unpaid dividends thereon from and including the date of issuance of such
share to and including the first to occur of (i) the date on which the
Liquidation Value of such share (plus all accrued and unpaid dividends thereon)
is paid to the holder thereof in connection with the liquidation of the
Corporation, (ii) the date on which such share is converted into Common Stock
upon the consummation of a Conversion Event or (iii) the date on which such
share is otherwise acquired by the Corporation. Such dividends shall accrue
whether or not they have been declared and whether or not there are profits,
surplus or other funds of the Corporation legally available for the payment of
dividends. The date on which the Corporation initially issues any share of Class
A Preferred shall be deemed to be its "date of issuance" regardless of the
number of times transfer of such share is made on the stock records maintained
by or for the Corporation and regardless of the number of certificates which may
be issued to evidence such share. Dividends shall no longer accrue in respect of
any share of Class A Preferred following conversion thereof into Conversion
Shares hereunder.
(b). Provisions Relating to Dividends Generally.
(i) No dividends shall be declared or paid on any Junior
Security unless and until dividends shall be declared and paid on the Class A
Preferred, other than a dividend, distribution or payment paid solely in shares
of Junior Stock that is not Redeemable Stock or Convertible Stock. If at any
time dividends declared on the outstanding shares of Class A Preferred shall not
have been paid or set apart for payment, the amount of the declared but unpaid
dividends shall be fully paid or set apart for payment, before any dividend,
distribution or payment shall be declared or paid upon or set apart for the
shares of any other class or series of Junior Stock or Parity Securities, other
than a dividend, distribution or payment paid solely in shares of Junior Stock
that is not Redeemable Stock or Convertible Stock.
(ii) If there shall be outstanding shares of any Parity
Securities, then no dividends shall be declared or paid or set apart for payment
on any such Parity Securities for any period unless dividends have been or
contemporaneously are declared and paid or declared and a sum sufficient for the
payment thereof set apart for such payment on the Class A Preferred. In no event
shall any dividends be declared or paid on Parity Securities unless dividends
shall be declared and paid on the Class A Preferred. All dividends paid with
respect to shares of Class A Preferred shall be paid pro rata to the holders
entitled thereto, and, in the event of the payment of dividends on Parity
Securities, shall be paid pro rata to the holders of such Parity Securities and
Class A Preferred based upon the aggregate Liquidation Value (plus accumulated
and unpaid dividends) of such shares.
(iii) Dividends shall be payable, when and as declared by
the board of directors, on the date established by the board of directors for
payment thereof.
Section 2. Conversion of Class A Preferred.
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(a). Conversion. Concurrent with the consummation of a Conversion
Event, each share of Class A Preferred shall be automatically converted into a
number of Conversion Shares computed by dividing the Liquidation Value (plus all
accumulated and unpaid dividends thereon) thereof by the Conversion Price. Such
conversion shall be effective without any action on the part of the holder of
Class A Preferred upon not less than 5 days prior written notice of the
automatic conversion delivered by the Corporation to all holders of Class A
Preferred.
(b). Effectiveness. Except as otherwise provided herein, any
conversion of Class A Preferred shall be deemed to have been effected as of, and
conditioned upon, the consummation of a Conversion Event, whether or not the
certificate or certificates representing the Class A Preferred to be converted
have been surrendered for conversion at the principal office of the Corporation.
To the extent the certificate or certificates representing the Class A Preferred
to be converted have not been surrendered for conversion prior to the effective
date of conversion, the holder of such Class A Preferred shall surrender for
conversion such certificate or certificates at the principal office of the
Corporation after the effective date of conversion. At the time any such
conversion has been effected, the rights of the holder of such Class A Preferred
as such holder shall cease and the Person or Persons in whose name or names
Conversion Shares are to be issued upon such conversion shall be deemed to have
become the holder or holders of record of the Conversion Shares represented
thereby.
(c). Record Books; Filings. The Corporation shall not close its
books against the transfer of Class A Preferred or of Conversion Shares issued
or issuable upon conversion of Class A Preferred in any manner which interferes
with the timely conversion of Class A Preferred. The Corporation shall assist
and cooperate with any holder of Class A Preferred required to make any
governmental filings or obtain any governmental approval prior to or in
connection with any conversion of such shares hereunder (including, without
limitation, making any filings required to be made by the Corporation).
(d). Fractional Shares. If any fractional interest in Conversion
Shares would, except for the provisions of this Section 2(e) of Article 4, Part
B, be deliverable upon any conversion of the Class A Preferred, the Corporation,
in lieu of delivering the fractional Conversion Share therefor, shall pay an
amount to the holder thereof equal to the Conversion Price of such Conversion
Share multiplied by the fractional amount of such Conversion Share as of the
date of conversion.
(e). Certificates. The issuance of certificates for Conversion
Shares upon conversion of Class A Preferred shall be made without charge to the
holders of such Class A Preferred for any issuance tax in respect thereof or
other cost incurred by the Corporation in connection with such conversion and
the related issuance of shares of Conversion Shares. Upon conversion of each
share of Class A Preferred, the Corporation shall take all such actions as are
necessary in order to insure that the Conversion Shares issuable with respect to
such conversion shall be validly issued, fully paid and nonassessable. All
Conversion Shares which are issuable upon conversion of the Class A Preferred
shall, when issued, be duly and validly issued, fully paid and nonassessable and
free from all liens and charges with respect to the issuance thereof.
Section 3. Liquidation. Upon any liquidation, dissolution or winding
up of the Corporation (whether voluntary or involuntary), each holder of Class A
Preferred shall be entitled to be paid, before any distribution or payment is
made upon any Junior Stock, an amount in cash equal to the aggregate Liquidation
Value of all shares of Class A Preferred held by such
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holder (plus all accrued and unpaid dividends thereon), and the holders of Class
A Preferred shall not be entitled to any further payment. If upon any such
liquidation, dissolution or winding up of the Corporation the Corporation's
assets to be distributed among the holders of the Class A Preferred are
insufficient to permit payment to such holders of the aggregate amount which
they are entitled to be paid under this Section 3 of Article 4, Part B (and any
and all amounts payable to holders of Parity Securities), then the entire assets
available to be distributed to the Corporation's stockholders shall be
distributed pro rata among such holders of Class A Preferred (and holders of
Parity Securities) based upon the aggregate Liquidation Value (plus all accrued
and unpaid dividends) of the Class A Preferred (and any Parity Securities) held
by each such holder. The merger or consolidation of the Corporation into or with
another corporation, partnership or other business entity in which the
Corporation is not the surviving entity shall not be deemed a liquidation,
dissolution or winding up of the Corporation for purposes of this Section 3 of
Article 4, Part B if the holders of capital stock of the Corporation receive or
retain capital stock of the surviving or resulting corporation having a majority
of the ordinary voting power for the election of directors of all outstanding
capital stock of that corporation immediately after giving effect to such
transaction.
Section 4. Redemptions.
(a) The Corporation may at any time and from time to time redeem
all or any portion of the shares of Class A Preferred then outstanding. Upon any
such redemption, the Corporation shall pay a price per share of Class A
Preferred equal to the Liquidation Value thereof plus all accrued and unpaid
dividends thereon. If fewer than all outstanding shares of Class A Preferred are
being redeemed, the shares to be redeemed shall be selected so that the same
percentage of each holder's shares are redeemed, subject to variation to avoid
the redemption of fractional shares.
(b) If the Corporation elects to redeem any shares of Class A
Preferred, the Corporation shall mail written notice of each redemption of
shares of Class A Preferred to each record holder of such class not more than 60
days nor less than 15 days prior to the date on which such redemption is to be
made. If fewer than the total number of shares of Class A Preferred represented
by any certificate are redeemed, a new certificate representing the number of
unredeemed shares of Class A Preferred, as applicable, shall be issued to the
holder thereof without cost to such holder within five business days after
surrender of the certificate representing the redeemed shares of Class A
Preferred.
(c) Dividends shall no longer accrue with respect to any share of
Class A Preferred after the earlier to occur of (i) the date on which the
Liquidation Value thereof plus all of the accrued and unpaid dividends, as
applicable, thereon, is paid to the holder of such share and (ii) the redemption
date set forth in the redemption notice to be delivered by the Corporation
pursuant to Section 4(b) of this Article 4, Part B.
(d) Any shares of Class A Preferred which are redeemed or
otherwise acquired by the Corporation shall be canceled and retired and shall
not be reissued, sold or transferred.
Section 5. Certain Corporate Actions. The Corporation shall not,
without first obtaining the written consent of the holders of a majority of the
outstanding shares of Class A Preferred, voting as a single class, (a) create
any senior securities or Parity Securities, (b) repurchase or redeem Common
Stock, except as contemplated in the Shareholders' Agreement,
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(c) amend the Corporation's Certificate of Incorporation in a manner that
adversely affects the rights, preferences or privileges of the Class A Preferred
Stock or (d) authorize or enter into any merger or consolidation transaction
that would have the effect of amending the Corporation's Certificate of
Incorporation in a manner that would have required the consent of the holders of
the Class A Preferred.
Section 6. Voting Rights. Except as otherwise provided herein and as
otherwise required by applicable law, the Class A Preferred shall have no voting
rights.
Section 7. Registration of Transfer. The Corporation shall keep at its
principal office a register for the registration of Class A Preferred. Upon the
surrender of any certificate representing shares of Class A Preferred at such
place, the Corporation shall, at the request of the record holder of such
certificate, execute and deliver (at the Corporation's expense) a new
certificate or certificates in exchange therefor representing in the aggregate
the number of shares of Class A Preferred represented by the surrendered
certificate. Each such new certificate shall be registered in such name and
shall represent such number of shares of Class A Preferred as is requested by
the holder of the surrendered certificate and shall be substantially identical
in form to the surrendered certificate, and dividends shall accrue on the Class
A Preferred represented by such new certificate from the date to which dividends
have been fully paid on such Class A Preferred represented by the surrendered
certificate.
Section 8. Replacement. Upon receipt of evidence reasonably
satisfactory to the Corporation (an affidavit of the registered holder shall be
satisfactory) of the ownership and the loss, theft, destruction or mutilation of
any certificate evidencing shares of Class A Preferred, and in the case of any
such loss, theft or destruction, upon receipt of indemnity reasonably
satisfactory to the Corporation (provided that if the holder is a financial
institution or other institutional investor its own agreement shall be
satisfactory), or, in the case of any such mutilation upon surrender of such
certificate, the Corporation shall (at its expense) execute and deliver in lieu
of such certificate a new certificate of like kind representing the number of
shares of Class A Preferred represented by such lost, stolen, destroyed or
mutilated certificate and dated the date of such lost, stolen, destroyed or
mutilated certificate, and dividends shall accrue on the shares of Class A
Preferred represented by such new certificate from the date to which dividends
have been fully paid on such lost, stolen, destroyed or mutilated certificate.
Section 9. Notices. Except as otherwise expressly provided hereunder,
all notices referred to herein shall be in writing and shall be delivered by
registered or certified mail, return receipt requested and postage prepaid, or
by reputable overnight courier service, charges prepaid, and shall be deemed to
have been given when so mailed or sent (i) to the Corporation, at its principal
executive offices and (ii) to any stockholder, at such stockholder's address as
it appears in the stock records of the Corporation (unless otherwise specified
in a written notice to the Corporation by such holder).
PART C. POWERS, PREFERENCES AND SPECIAL RIGHTS OF THE CLASS B PREFERRED
STOCK.
Section 1. Series Designation and Issuance of Shares of Class B
Preferred. The Class B Preferred may be issued from time to time in one or more
series designated as Series B-1, B-2, B-3, etc. (each, a "SERIES"). Each Series
will have such rights, preferences and privileges and qualifications,
limitations and restrictions as are established by the Board of Directors of the
Corporation, including with respect to (a) the liquidation value of each Series,
(b) the number of shares constituting any such Series and the designation
thereof, (c) the
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dividend rights of each Series, (d) the issuance date of shares of such Series,
(e) conversion and redemption rights, if any, of each Series and (f) the voting
rights, if any, of each Series. The liquidation value, conversion rights (if
any), redemption features (if any), the number of authorized shares of each
Series, the dividend rights, the Series issuance date, the voting rights and
such other rights, preference and privileges shall be specified in a certificate
of designations filed with the Delaware Secretary of State.
PART D. POWERS, PREFERENCES AND SPECIAL RIGHTS OF THE COMMON STOCK.
Except as otherwise provided in this Article 4, Part D or as otherwise
required by applicable law, all shares of Common Stock, shall be identical in
all respects and shall entitle the holders thereof to the same rights and
privileges, subject to the same qualifications, limitations and restrictions.
Section 1. Voting Rights. Except as otherwise provided in this Article
4, Part D or as otherwise required by applicable law, the holders of Common
Stock shall be entitled to one vote per share on all matters to be voted on by
the stockholders of the Corporation.
Section 2. Dividends. As and when dividends are declared or paid with
respect to shares of Common Stock, whether in cash, property or securities of
the Corporation, the holders of Common Stock shall be entitled to receive such
dividends pro rata at the same rate per share. The rights of the holders of
Common Stock to receive dividends are subject to the provisions of the shares of
Class A Preferred and, if any, the shares of any other securities of the
Corporation that by their terms are senior to the Common Stock with respect to
dividends.
Section 3. Liquidation. Subject to the provisions of the shares of
Class A Preferred and, if any, the shares of any other securities of the
Corporation that by their terms are senior to the Common Stock with respect to
liquidation, the holders of the Common Stock shall be entitled to participate
pro rata at the same rate per share in all distributions to the holders of
Common Stock in any liquidation, dissolution or winding up of the Corporation.
Section 4. Registration of Transfer. The Corporation shall keep at its
principal office (or such other place as the Corporation reasonably designates)
a register for the registration of shares of Common Stock. Upon the surrender of
any certificate representing shares of any class of Common Stock at such place,
the Corporation shall, at the request of the record holder of such certificate,
execute and deliver (at the Corporation's expense) a new certificate or
certificates in exchange therefor representing in the aggregate the number of
shares of such class represented by the surrendered certificate and the
Corporation shall forthwith cancel such surrendered certificate. Each such new
certificate shall be registered in such name and shall represent such number of
shares of Common Stock as is requested by the holder of the surrendered
certificate and shall be substantially identical in form to the surrendered
certificate. The issuance of new certificates shall be made without charge to
the holders of the surrendered certificates for any issuance tax in respect
thereof or other cost incurred by the Corporation in connection with such
issuance.
Section 5. Replacement. Upon receipt of evidence reasonably
satisfactory to the Corporation (provided, that an affidavit of the registered
holder will be satisfactory) of the ownership and the loss, theft, destruction
or mutilation of any certificate evidencing one or more shares of Common Stock,
and in the case of any such loss, theft or destruction, upon receipt of
indemnity reasonably satisfactory to the Corporation (provided that if the
holder is a financial
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institution or other institutional investor its own agreement will be
satisfactory), or, in the case of any such mutilation upon surrender of such
certificate, the Corporation shall (at its expense) execute and deliver in lieu
of such certificate a new certificate of like kind representing the number of
shares of Common Stock represented by such lost, stolen, destroyed or mutilated
certificate and dated the date of such lost, stolen, destroyed or mutilated
certificate.
Section 6. Notices. All notices referred to herein shall be in
writing, and shall be delivered by registered or certified mail, return receipt
requested, postage prepaid, and shall be deemed to have been given when so
mailed (i) to the Corporation at its principal executive offices and (ii) to any
stockholder at such holder's address as it appears in the stock records of the
Corporation (unless otherwise specified in a written notice to the Corporation
by such holder).
Section 7. Amendment and Waiver. No amendment or waiver of any
provision of this Part D shall be effective without the prior consent of the
holders of a majority of the then outstanding shares of Common Stock voting as a
single class.
PART E. DEFINITIONS.
For purposes of this Article Four, the following terms shall have the
following meanings:
"Affiliate" means, with respect to any Person, (a) any director or
executive officer of such Person, (b) any spouse, parent, sibling, descendant or
trust for the exclusive benefit of such Person or his or her spouse, parent,
sibling or descendant (or the spouse, parent, sibling or descendant of any
director or executive officer of such Person), and (c) any other Person that,
directly or indirectly, controls or is controlled by or is under common control
with such Person. For the purpose of this definition, "control" (including with
correlative meanings, the terms "controlling," "controlled by" and "under common
control with"), as used with respect to any Person, means the possession,
directly or indirectly, of the power to direct or cause the direction of the
management and policies of such Person, whether through the ownership of voting
securities, status as a general partner, or by contract or otherwise.
"Change in Ownership" means any transaction pursuant to which
Person(s) other than the Company's existing Stockholders as of the date hereof
and their respective Affiliates acquire (a) capital stock of the Corporation
possessing the voting power under normal circumstances to elect a majority of
the Board (whether by merger, consolidation, recapitalization, reorganization or
sale or transfer of the Corporation's equity interests or otherwise) or (b) all
or substantially all of the Corporation's assets (determined on a consolidated
basis).
"Class A Preferred" has the meaning set forth in Article 4, Part A.
"Class B Preferred" has the meaning set forth in Article 4, Part A.
"Common Stock" has the meaning set forth in Article 4, Part A.
"Conversion Event" means the (i) closing of a Qualified Public
Offering of the Corporation's Common Stock or (ii) consummation of a transaction
that results in a Change of Ownership.
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"Conversion Price" means (i) if the Conversion Event is an Qualified
Public Offering, the price at which the Common Stock of the Corporation is
offered to the public and (ii) if the Conversion Event is a Change of Ownership,
the price paid per share of Common Stock in connection with such Change of
Ownership transaction.
"Conversion Shares" means the Corporation's Common Stock; provided
that if there is a change such that the securities issuable upon conversion of
the shares of Class A Preferred are issued by an entity other than the
Corporation or there is a change in the class of securities so issuable, then
the term "Conversion Share" shall mean one share of the security issuable upon
conversion of the shares of Class A Preferred if such security is issuable in
shares, or shall mean the smallest unit in which such security is issuable if
such security is not issuable in shares.
"Convertible Stock" means any equity security that by its terms or
otherwise may be converted or exchanged for any other security of the
Corporation or its subsidiaries at the option of the holder thereof or the
Corporation at any time.
"Corporation" means SHG Holding Solutions, Inc., a Delaware
corporation.
"Equity Securities" means (i) capital stock or other equity interests
in the Corporation (including other classes or groups thereof having such
relative rights, powers, and duties as may from time to time be established by
the Corporation's Board of Directors, including rights, powers, and/or duties
senior to existing classes and groups of capital stock and other equity
interests in the Corporation), (ii) obligations, evidences of indebtedness, or
other securities or interests convertible or exchangeable into capital stock or
other equity interests in the Corporation and (iii) warrants, options or other
rights to purchase or otherwise acquire capital stock or other equity interests
in the Corporation.
"Junior Stock" means any capital stock or other Equity Securities of
the Corporation, except for the shares of Class A Preferred and Parity
Securities.
"Liquidation Value" of any Share of Class A Preferred as of any
particular date shall be equal to $9,900.00.
"Parity Securities" means any class or series of capital stock that is
entitled to share with the Class A Preferred in the payment of dividends, if
any, and, in the event that the amounts payable thereon on liquidation are not
paid in full, is entitled to share with the Class A Preferred in any
distribution of assets.
"Person" means an individual, a partnership, a corporation, a limited
liability company, an association, a joint stock company, a trust, a joint
venture, an unincorporated organization and a governmental entity or any
department, agency or political subdivision thereof.
"Public Offering" means any sale of the Common Stock of the
Corporation pursuant to an effective registration statement under the Securities
Act filed with the Securities and Exchange Commission; provided that the
following shall not be considered a Public Offering: (i) any issuance of common
equity securities as consideration for a merger or acquisition and (ii) any
issuance of common equity securities or rights to acquire common equity
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securities to employees of the Corporation or its Subsidiaries as part of an
incentive or compensation plan.
"Qualified Public Offering" means the sale of shares of Common Stock
in an underwritten public offering registered under the Securities Act.
"Redeemable Stock" means any equity security that by its terms or
otherwise is required to be redeemed for cash or is redeemable for cash at the
option of the holder thereof (in either case, whether presently or at any future
time).
"Shareholders' Agreement" means the investor stockholder agreement
date as of December 27, 2005 entered into by and among the Corporation and
certain of the Company's stockholders.
"Securities Act" means the Securities Act of 1933, as amended, and
applicable rules and regulations thereunder, and any successor to such statute,
rules, or regulations. Any reference herein to a specific section, rule, or
regulation of the Securities Act shall be deemed to include any corresponding
provisions of future law.
"Securities Exchange Act" means the Securities Exchange Act of 1934,
as amended, and applicable rules and regulations thereunder, and any successor
to such statute, rules, or regulations. Any reference herein to a specific
section, rule, or regulation of the Securities Exchange Act shall be deemed to
include any corresponding provisions of future law.
"Series" has the meaning set forth in Section 1 of Part C hereof.
"Subsidiary" means, with respect to any Person, any corporation,
limited liability company, partnership, association or other business entity of
which (i) if a corporation, a majority of the total voting power of shares of
stock entitled (without regard to the occurrence of any contingency) to vote in
the election of directors, managers or trustees thereof is at the time owned or
controlled, directly or indirectly, by that Person or one or more of the other
Subsidiaries of that Person or a combination thereof, or (ii) if a limited
liability company, partnership, association or other business entity, a majority
of the partnership or other similar ownership interest thereof is at the time
owned or controlled, directly or indirectly, by any Person or one or more
Subsidiaries of that person or a combination thereof. For purposes hereof, a
Person or Persons shall be deemed to have a majority ownership interest in a
limited liability company, partnership, association or other business entity if
such Person or Persons shall be allocated a majority of limited liability
company, partnership, association or other business entity gains or losses or
shall be or control the managing general partner of such limited liability
company, partnership, association or other business entity.
ARTICLE 5. The Board of Directors shall have the power to make, alter or
repeal the by-laws of the corporation.
ARTICLE 6. The election of the Board of Directors need not be by written
ballot.
ARTICLE 7. The corporation shall indemnify to the fullest extent permitted
by Section 145 of the General Corporation Law of Delaware as amended from time
to time each person who is or was a director or officer of the corporation and
the heirs, executors and administrators of such a person.
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ARTICLE 8. No director shall be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director for
any act or omission occurring subsequent to the date when this provision becomes
effective, except that he may be liable (i) for any breach of the director's
duty of loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law or (iv) for any transaction from which the director derived an improper
personal benefit.
ARTICLE 9. The corporation elects not to be governed by Section 203 of the
Delaware General Corporation Law.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the 27th day
of December, 2005.
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Name: Robert M. Le Blanc
Title:
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