EFTA01479810.pdf

u 3Sit 1 1 9 - 531ifil; Whenever a comptornze or arrangement is proposed hontecn k3 ;his cutporadoin and Its creditors or any class ut them antlfur between this corporation and its stockholders or any dam of them, any roan of eqeitable jurisdiction within the State of Delaware may, on the upplicotion in a summary way of this corpuration err of any creditor or stockholder thereof or on the applicaline of any receiver or receivers appointed fur this corporation under the provisions of 1291 of Tide g of the Delaware Code or oo the application of trustees in dissoluuon or of any receiver or realists apporuted fin this corporation under the provisions of 1279 of Title $ of the Delftware Coda order a meeting of the crediton or class of creditors, and/or of tho stockholders or dass of stockholders of this corporation,, as the "re may be, to be summoned la such scanner 55 the said court einem If a majority in number representing three (minks in value of the e'er:fon or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement anti to any reorganintron of this corporation as consequence of such'euenpronsise or arrangement, the said compromise vr arrangement and the said reorganization shall, If sanctioned by the court to which the said application has been made. he binding on all the creditors or class of creditors, and/or oo all the stockholders of ciao of stockholders, of this corpuristico, as the ease may be, and also on this corporation. MIMI: For the management of the business and for the conduct or the affairs of the corporation. and in Iwther definition, imitation, and regulations)! the powers of the corporation anti of its directors and of ks stockholders or any clan thereof, as the case may be, it 4 further provided: I. The rearnagemen of the business and the naiad of the affairs of the corporetion shall be vested in its Board of Direction, The number of directors which shalt constitute the whole Board of Directors shall be hied by. Of ID the manner provided in, the Bylaws the plusses °whole Huard" and the phrase "total number of treat:is° shall be deemed to have the same meaning. to wit the total number of directors which the copulation would hen if there were no vacancies. Nu election of directors need be by *niters ballot 2. After the onginal or other Bylaws of the corporation have been adopted. amended, or repealed, as the ease they be, la accordance with the provisions off 199 of ttsc General Corporation law of the Surto of Delaware, and, after the corporation has received any payment for any of Its stock, the power to adopt, amend, or repeal the Bylaws of the corporation may be exercised by the Board of Dint-tots of the corporation provided, however, that Any provision for the classification of direcion of the corporation for staggered terms pursuant to the provisions of subsedion (d) of 14 I of the General Corporation Law of the State of Delaware shall be set forth in an -2- CII'd 06%4 (cc Glc•.01 ORDIA416 VOI3431/03Hd is ns-le somas sotg oct Z%Z KV] CO Zt 900:/$0/tt Confidential Treatment Requested by JPM-SDNY-00001789 JPMorgan Chase CONFIDENTIAL SDNY_GM_00270987 EFTA01479810