EFTA01480420.pdf

MAR-06-2007(TUE) 16:31 P.005/013 kJ,/ LOCI. • .1 • Le.. ..••••.• ' • Luau I Paha= ••• • en, I %.• I reu- Vt.,/ LL Articles of Incorporation Page 4 Ena Simon Mary It. Weber ARTICLE VI The corporation is to have perpetual existence. ARTICLE VII The corporation is to be unlimited in the amount ofindebtedness to which it shall at any time be subject. ARTICLE VIII For the management of the business and for the conduct ofthe affairs of the corporation , and in further creation. definition, limitation, and regulation of the powers of the corporation and of its directors and stockholders, it is thrther provided: 1. The number of directors of the corporation shall be fixed by, or in the manner provided in the By-Laws, but in no case shall the number be less than three. The directors need not be stockholders. 2. In furtherance and not in limitation of the powers conferred by the laws of the Virgin Islands. and subject at ail times to the provisions thereof, the Board of Directors is expressly authorized and empowered: a) '• Subject to the right of a majority of the stockholders to amend, repeal, alter or modify the By-Laws at any regular meeting, or at any special meeting called for such purposes, to make, alter and repeal By-Laws, not inconsistent with any existing law, fixing or altering the management of the property of the corporation, the governing of its affairs, and the manner of certification and transfer of its stock. b) To authorize and issue obligations ofthe corporation, secured and unsecured, to include therein such provisions as to redeemability, .convertibility or Confidential Treatment Requested by JPM-SDNY-00002578 JPMorgan Chase CONFIDENTIAL SDNY_GM_00271776 EFTA01480420