{"id":41486,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/bye-laws-global-crossing-ltd2.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"bye-laws-global-crossing-ltd2","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/bye-laws-global-crossing-ltd2.html","title":{"rendered":"Bye-Laws &#8211; Global Crossing Ltd."},"content":{"rendered":"<pre>\n                                 B Y E - L A W S\n\n                                       of\n\n                              GLOBAL CROSSING LTD.\n\n\n\nI HEREBY  CERTIFY that the within  written  amended and restated  Bye-Laws are a\ntrue copy of the Bye-Laws of Global Crossing Ltd. as adopted by the Shareholders\nat the  Adjournment  of the 1999 Annual  General  Meeting of the Company held on\n14th October,  1999 in substitution  of the Bye-laws  adopted on 22nd September,\n1999.\n\n\n\n\n                                                           Resident Secretary\n\n \n                                    I N D E X\n                                    ---------\n\nBYE-LAW        SUBJECT                                                   PAGE\n-------        -------                                                   ----\n\n1              Interpretation                                             1-6\n2              Registered Office                                            6\n3-4            Share Rights                                               6,7\n5-6            Modification of Rights                                     8,9\n7-9            Shares                                                    9,10\n10-13          Certificates                                             10,11\n14-17          Lien                                                     11-13\n18-23          Calls on Shares                                          14,15\n24-30          Forfeiture of Shares                                     15-17\n31-32          Register of Shareholders                                    17\n33             Register of Directors and Officers                          17\n34-37          Transfer of Shares                                       18-21\n38-41          Transmission of Shares                                   21,22\n42-44          Increase of Capital                                         23\n45-46          Alteration of Capital                                    23,24\n47-48          Reduction of Capital                                     24,25\n49             General Meetings and Written Resolutions                 25,26\n50-52          Notice of General Meetings                               26,27\n53             General Meetings at more than one place                  27,28\n54-60          Proceedings at General Meetings                          28-30\n61-71          Voting                                                   30-35\n72-77          Proxies and Corporate Representatives                    36-38\n78-84          Appointment and Removal of Directors                     38-42\n85             Resignation and Disqualification of Directors               42\n86-89          Alternate Directors                                      42,43\n\n \nBYE-LAW        SUBJECT                                            \n-------        -------                                                   PAGE\n                                                                         ----\n90             Directors' Fees and Additional                                \n               Remuneration and Expenses                                     \n91             Directors' Interests                                        44\n92-94          Powers and Duties of the Board                              45\n95             Gratuities, Pensions and Insurance                       45-48\n96-99          Delegation of the Board's Powers                            48\n100-111        Proceedings of the Board                                 49-51\n112            Officers                                                 51-54\n113-115        Executive Directors                                         54\n116            Minutes                                                     55\n117-118        Secretary and Resident Representative                       56\n119            The Seal                                                    56\n120-126        Dividends and Other Payments                                57\n127            Reserves                                                 57-60\n128-129        Capitalisation of Profits                                   60\n130            Record Dates                                             60,61\n131-133        Accounting Records                                          61\n134            Audit                                                       62\n135-137        Service of Notices and Other Documents                      62\n138            Destruction of Documents                                 63,64\n139            Untraced Shareholders                                    64,65\n140            Winding Up                                               65-67\n141-145        Indemnity                                                   67\n146            Amalgamation                                             68-70\n147            Continuation                                                70\n148            Alteration of Bye-Laws                                   70,71\n                                                                        71,72\n                                                                        \n\n \n                                B Y E - L A W S\n\n                                      of\n\n                              GLOBAL CROSSING LTD.\n\n\n\n                                INTERPRETATION\n\n\n1.       (1)      In these Bye-Laws unless the context otherwise requires: -\n\n                  \"Affiliates or affiliates\" means any other person directly or\n                  indirectly controlling, controlled by or under direct or\n                  indirect common control with any other person. For purposes of\n                  this definition, \"control\" (including, with correlative\n                  meanings, the terms \"controlling\" \"controlled by\" and \"under\n                  common control with\"), as used with respect to any person,\n                  shall mean the possession, directly or indirectly, of the\n                  power to direct or cause the direction of the management or\n                  policies of such person, whether through the ownership of\n                  voting securities, by agreement or otherwise; provided that\n                  beneficial ownership of 10% or more of the voting stock of a\n                  person shall be deemed to be control;\n\n                  \"Bermuda\" means the Islands of Bermuda;\n\n                  \"Board\"  means the Board of Directors of the Company or the\n                  Directors present at a meeting of Directors at which there is\n                  a quorum;\n\n                  \"CIBC\" means Global Crossing Ltd., LDC, Canadian Imperial Bank\n                  of Commerce, CIBC Wood Gundy Capital (SFC) Inc., CIBC WG\n                  Argosy Fund 3 L.P., Co-Investment Merchant Fund LLC, CIBC\n                  Capital Partners (Cayman) No. 1, any Affiliates of Canadian\n                  Imperial Bank of Commerce and all Permitted Transferees (as\n                  defined in the Stockholders Agreement) of each of the\n                  foregoing;\n\n \n                  \"the Code\" means the United States Internal Revenue Code of\n                  1986, as amended from time to time;\n\n                  \"common shares\" means all the authorised common shares of par\n                  value US$0.01 each in the capital of the Company;\n\n                  \"the Companies Acts\" means every Bermuda statute from time to\n                  time in force concerning companies insofar as the same applies\n                  to the Company;\n\n                  \"Company\" means the company incorporated in Bermuda under the\n                  name of Global Crossing Holdings Ltd. (but now named Global\n                  Crossing Ltd.) on 18 March, 1998;\n\n                  \"Continental\" means Continental Casualty Company, Continental\n                  Casualty Company on behalf of its subaccount Designated High\n                  Yield, Global Crossing Trust 1998 and Global Crossing\n                  Partners;\n\n                  \"Controlled Shares\" in reference to any Shareholder means:\n\n                  (i)      all common shares directly, indirectly, or\n                           constructively owned by such Shareholders within the\n                           meaning of Section 958 of the Code and the Treasury\n                           regulations promulgated thereunder; and\n\n                  (ii)     all common shares directly or indirectly owned as a\n                           result of voting power held or shared by any Person\n                           or \"group\" of Persons within the meaning of Section\n                           13(d) of the Exchange Act (the \"13(d) Formula\").\n\n                  For the purposes of the application of the 13(d) Formula only,\n                  \"Person\" means any individual, firm, partnership, company,\n                  limited liability company, association or other entity or any\n                  \"group\" of Persons with respect to the exercise of voting\n                  power within the meaning of Section 13(d) of the Exchange Act;\n\n                  \"the Exchange Act\" means the United States Securities Exchange\n                  Act of 1934 as amended, and the rules and regulations\n                  promulgated thereunder;\n\n                                       2\n\n \n                  \"Fair Market Value\" means, with respect to a repurchase of any\n                  Shares in accordance with these Bye-Laws, (i) if such Shares\n                  are listed on a United States national securities exchange,\n                  the average closing sale price of such Shares on such\n                  exchange, or, if such Shares are listed on more than one such\n                  exchange, the average closing sale price of the Shares on the\n                  principal securities exchange on which such Shares are then\n                  traded, or, if such Shares are not then listed on a United\n                  States national securities exchange but are traded in the\n                  over-the-counter market, the average of the latest bid and\n                  asked quotations for such Shares in such market, in each case\n                  for the last five trading days immediately preceding the day\n                  on which notice of the repurchase of such Shares is sent\n                  pursuant to these Bye-Laws or (ii) if no such closing sales\n                  prices or quotations are available because such Shares are not\n                  publicly traded or otherwise, the fair value of such Shares as\n                  determined by one independent nationally recognised investment\n                  banking firm chosen by the Company and reasonably satisfactory\n                  to the Shareholder whose shares are to be so repurchased by\n                  the Company. The calculation of the Fair Market Value of the\n                  Shares made by such appointed investment banking firm shall be\n                  final and the fees and expenses stemming from such calculation\n                  shall be borne by the Company or its assignee, as the case may\n                  be. The Fair Market Value of any interest in Shares other than\n                  sole, direct ownership shall be determined by the Company on\n                  the basis of the Fair Market Value of the related Shares;\n\n                  \"GKW\" means GKW Unified Holdings, LLC;\n\n                  \"MR Co.\" means MR Co. Inc.;\n\n                  \"Officer\" means a person appointed by the Board pursuant to\n                  Bye-Law 112 of these Bye-Laws and shall not include an auditor\n                  of the Company;\n\n                  \"Pacific Capital\" means Pacific Capital Group Inc.;\n\n                                       3\n\n \n                  \"paid up\" means paid up or credited as paid up;\n\n                  \"Register\" means the Register of Shareholders of the Company;\n\n                  \"Registered Office\" means the registered office for the time\n                  being of the Company;\n\n                  \"Repurchase Price\" means, with respect to any Shares (or\n                  interest therein), the lesser of (x) the Fair Market Value of\n                  such Shares (or interest therein) on the date the Company\n                  sends the Repurchase Notice and (y) the price paid for such\n                  Shares (or interest therein) by the Shareholder whose Shares\n                  (or interest therein) are to be repurchased, less, in each\n                  case, an amount equal to the amount of all dividends received\n                  or receivable on, or in respect of, such Shares by such\n                  Shareholder;\n\n                  \"Resident Representative\" means the person (or, if permitted\n                  in accordance with the Companies Acts, the company) appointed\n                  to perform the duties of resident representative set out in\n                  the Companies Acts and includes any assistant or deputy\n                  Resident Representative appointed by the Board to perform any\n                  of the duties of the Resident Representative;\n\n                  \"Resolution\" means a resolution of the Shareholders or, where\n                  required, of a separate class or separate classes of\n                  Shareholders, adopted either in general meeting or by written\n                  resolution, in accordance with the provisions of these\n                  Bye-Laws;\n\n                  \"Seal\" means the common seal of the Company and includes any\n                  duplicate thereof;\n\n                  \"Secretary\" includes a temporary or assistant or deputy\n                  Secretary and any person appointed by the Board to perform any\n                  of the duties of the Secretary;\n\n                  \"Shares\" means all shares in the capital of the Company\n                  whether preferred or common;\n\n                  \"Shareholder\" means a shareholder or member of the Company;\n\n                                       4\n\n \n                  \"Stock Exchange\" means The Nasdaq National Stock Market, The\n                  Bermuda Stock Exchange or any other stock exchange on which\n                  shares of the Company may be listed from time to time;\n\n                  \"Stockholder Agreement\" means the Stockholders Agreement dated\n                  12 August, 1998 and entered into among the Company, CIBC,\n                  Pacific Capital, GKW, Continental, Winnick and MR Co. and the\n                  other parties thereto;\n\n                  \"Specified Place\" means the place, if any, specified in the\n                  notice of any meeting of the shareholders, or adjourned\n                  meeting of the shareholders, at which the chairman of the\n                  meeting shall preside;\n\n                  \"these Bye-Laws\" means these Bye-Laws in their present form or\n                  as from time to time amended;\n\n                  \"United States person\" means (i) an individual who is a\n                  citizen or resident of the United States of America, its\n                  territories or possessions and all areas subject to its\n                  jurisdiction including the Commonwealth of Puerto Rico\n                  (\"United States\"), (ii) a corporation or partnership created\n                  or organised in or under the laws of the United States or any\n                  political subdivision thereof, (iii) an estate, the income of\n                  which is subject to United States federal income taxation\n                  regardless of its source, and (iv) a trust which is subject to\n                  the supervision of a court within the United States and the\n                  control of United States Fiduciary as described in Section\n                  7701(a)(30) of the Code; and \"Winnick\" means Gary Winnick.\n\n         (2)      For the purposes of these Bye-Laws a corporation shall be\n                  deemed to be present in person if its representative duly\n                  authorised pursuant to the Companies Acts is present.\n\n         (3)      Words importing only the singular number include the plural\n                  number and vice versa.\n\n         (4)      Words importing only the masculine gender include the feminine\n                  and neuter genders respectively.\n\n                                       5\n\n \n         (5)      Words importing persons include companies or associations or\n                  bodies of persons, whether corporate or un-incorporate.\n\n         (6)      Reference to writing shall include typewriting, printing,\n                  lithography, photography and other modes of representing or\n                  reproducing words in a legible and non-transitory form.\n\n         (7)      Any words or expressions defined in the Companies Acts in\n                  force at the date when these Bye-Laws or any part thereof are\n                  adopted shall bear the same meaning in these Bye-Laws or such\n                  part (as the case may be).\n\n         (8)      In these Bye-Laws, (a) powers of delegation shall not be\n                  restrictively construed but the widest interpretation shall be\n                  given thereto, (b) the word \"Board\" in the context of the\n                  exercise of any power contained in these Bye-Laws includes any\n                  committee consisting of one or more Directors, any Director\n                  holding executive office and any local or divisional Board,\n                  manager or agent of the Company to which or, as the case may\n                  be, to whom the power in question has been delegated, (c) no\n                  power of delegation shall be limited by the existence of any\n                  other power of delegation, and (d) except where expressly\n                  provided by the terms of delegation, the delegation of a power\n                  shall not exclude the concurrent exercise of that power by any\n                  other body or person who is for the time being authorised to\n                  exercise it under these Bye-Laws or under another delegation\n                  of the powers.\n\n\n                               REGISTERED OFFICE\n\n\n2.       The Registered Office shall be at such place in Bermuda as the Board\n         shall from time to time appoint.\n\n                                       6\n\n \n                                 SHARE RIGHTS\n\n3.       (1)      Subject to any special rights conferred on the holders of any\n                  share or class of shares, any share in the Company may be\n                  issued with or have attached thereto such preferred, deferred,\n                  qualified or other special rights or such restrictions,\n                  whether in regard to dividends, voting, return of capital or\n                  otherwise, as the Company may by Resolution determine or, if\n                  there has not been any such determination or so far as the\n                  same shall not make specific provision, as the Board may\n                  determine.\n\n         (2)      If the Company creates, pursuant to Bye-Law 3(1) or otherwise,\n                  any new class or series of voting shares, the Company shall\n                  \"impose voting restrictions on any such new class or series of\n                  shares as though such class or series of shares were\n                  additional common shares subject to Bye-Law 63.\n\n4.       (1)      Subject to the Companies Acts, any preference shares may, with\n                  the sanction of a resolution of the Board, be issued on terms:\n\n                  (a)      that they are to be redeemed on the happening of a\n                           specified event or on a given date; and\/or,\n\n                  (b)      that they are  liable to be  redeemed  at the option\n                           of the Company; and\/or,\n\n                  (c)      if authorised by the memorandum\/Incorporating Act of\n                           the Company, that they are liable to be redeemed at\n                           the option of the holder.\n\n                  The terms and manner of redemption shall be provided for in\n                  such resolution of the Board and shall be attached to but\n                  shall not form part of these Bye-Laws.\n\n         (2)      The Board may, at its discretion and without the sanction of a\n                  Resolution, authorise the purchase by the Company of its own\n\n                                       7\n\n \n                  shares, of any class, at any price (whether at par or above or\n                  below par), and so that any shares to be so purchased may be\n                  selected in any manner whatsoever, upon such terms as the\n                  Board may in its discretion determine; PROVIDED ALWAYS that\n                  such purchase is effected in accordance with the provisions of\n                  the Companies Acts.\n\n\n                                     MODIFICATION OF RIGHTS\n\n\n5.       Subject to the Companies Acts and except as otherwise set forth in\n         these Bye-Laws, all or any of the special rights for the time being\n         attached to any class of common shares for the time being issued may\n         from time to time (whether or not the Company is being wound up) be\n         altered or abrogated with the sanction of a resolution passed at a\n         separate general meeting of the holders of common shares of that class,\n         voting in person or by proxy and representing at least a majority of\n         the votes cast by holders of common shares of that class at such\n         separate general meeting. To any such separate general meeting, all the\n         provisions of these Bye-Laws as to general meetings of the Company\n         shall mutatis mutandis apply, but so that the necessary quorum shall be\n         two or more persons holding or representing by proxy shares of the\n         relevant class representing a majority of the votes that may be cast by\n         all holders of shares of that class, that every holder of shares of the\n         relevant class shall be entitled on a poll to the number of votes for\n         every such share held by him determined in accordance with Bye-Laws 62\n         and 63 and that any holder of shares of the relevant class present in\n         person or by proxy may demand a poll; provided, however, that if the\n         Company or a class of common shares shall have only one Shareholder,\n         one Shareholder present in person or by proxy shall constitute the\n         necessary quorum. Subject to the Companies Acts and except as otherwise\n         set forth in these Bye-Laws, all or any of the special rights for the\n         time being attached to any class or series of preferred shares for the\n         time being issued may from time to time (whether or\n\n                                       8\n\n \n         not the Company is being wound up) be altered or abrogated with the\n         requisite consent or vote of the holders of such class or series as\n         will be set forth in a schedule to the Bye-Laws relating to such class\n         or series at the time when such class or series is issued.\n\n6.       For the purposes of this Bye-Law, unless otherwise expressly provided\n         by the rights attached to any shares or class of shares, those rights\n         shall be deemed to be altered by the reduction of the capital paid up\n         on those shares otherwise than by a purchase or redemption by the\n         Company of its own shares and by the allotment of other shares ranking\n         in priority for payment of a dividend or in respect of capital or which\n         confer on the holders voting rights more favourable than those\n         conferred by such first mentioned shares but shall not otherwise be\n         deemed to be altered by the creation or issue of further shares ranking\n         pari passu therewith or by the purchase or redemption by the Company of\n         any of its own shares.\n\n\n                                    SHARES\n\n\n7.       Subject to the provisions of these Bye-Laws, the unissued shares of the\n         Company (whether forming part of the original capital or any increased\n         capital) shall be at the disposal of the Board, which may offer, allot,\n         grant options over or otherwise dispose of them to such persons, at\n         such times and for such consideration and upon such terms and\n         conditions as the Board may determine.\n\n8.       The Board may in connection with the issue of any shares exercise all\n         powers of paying commission and brokerage conferred or permitted by\n         law. Subject to the provisions of the Companies Acts, any such\n         commission or brokerage may be satisfied by the payment of cash or by\n         the allotment of fully or partly paid shares or partly in one way and\n         partly in the other.\n\n                                       9\n\n \n9.       Except as ordered by a court of competent jurisdiction or as required\n         by law or as specifically provided in these Bye-Laws, no person shall\n         be recognised by the Company as holding any share upon trust and the\n         Company shall not be bound by or required in any way to recognise (even\n         when having notice thereof) any equitable, contingent, future or\n         partial interest in any share or any interest in any fractional part of\n         a share or (except only as otherwise provided in these Bye-Laws, or by\n         law) any other right in respect of any share except an absolute right\n         to the entirety thereof in the registered holder.\n\n\n                                 CERTIFICATES\n\n\n10.      The preparation, issue and delivery of certificates shall be governed\n         by the Companies Acts. In the case of a share held jointly by several\n         persons, delivery of a certificate to one of several joint holders\n         shall be sufficient delivery to all.\n\n11.      If a share certificate is defaced, lost or destroyed it may be replaced\n         without fee but on such terms (if any) as to evidence and indemnity and\n         to payment of the costs and out of pocket expenses of the Company in\n         investigating such evidence and preparing such indemnity as the Board\n         may think fit and, in case of defacement, on delivery of the old\n         certificate to the Company.\n\n12.      All certificates for share or loan capital or other securities of the\n         Company (other than letters of allotment, scrip certificates and other\n         like documents) shall, except to the extent that the terms and\n         conditions for the time being relating thereto otherwise provide, be\n         issued under the Seal. The Board may by resolution determine, either\n         generally or in any particular case, that any signatures on any such\n         certificates need not be autographic but may be affixed to such\n         certificates by some mechanical means or may be printed\n\n                                       10\n\n \n         thereon or that such certificates need not be signed by any persons, or\n         may determine that a representation of the Seal may be printed on any\n         such certificates.\n\n13.      Nothing in these Bye-Laws shall prevent title to any securities of the\n         Company from being evidenced and\/or transferred without a written\n         instrument in accordance with regulations made from time to time in\n         this regard under the Companies Acts, and the Board shall have power to\n         implement any arrangements which it may think fit for such evidencing\n         and\/or transfer which accord with those regulations.\n\n\n                                     LIEN\n\n\n14.      The Company shall have a first and paramount lien on every share (not\n         being a fully paid share) for all monies, whether presently payable or\n         not, called or payable, at a date fixed by or in accordance with the\n         terms of issue of such share in respect of such share. The Company's\n         lien on a share shall extend to all dividends payable thereon. The\n         Board may at any time, either generally or in any particular case,\n         waive any lien that has arisen or declare any share to be wholly or in\n         part exempt from the provisions of this Bye-Law.\n\n15.      The Company may sell, in such manner as the Board may think fit, any\n         share on which the Company has a lien but no sale shall be made unless\n         some sum in respect of which the lien exists is presently payable nor\n         until the expiration of 14 days after a notice in writing, stating and\n         demanding payment of the sum presently payable and giving notice of the\n         intention to sell in default of such payment, has been served on the\n         holder for the time being of the share.\n\n                                       11\n\n \n16.      The net proceeds of sale by the Company of any shares on which it has a\n         lien shall be applied in or towards payment or discharge of the debt or\n         liability in respect of which the lien exists so far as the same is\n         presently payable, and any residue shall (subject to a like lien for\n         debts or liabilities not presently payable as existed upon the share\n         prior to the sale) be paid to the person who was the holder of the\n         share immediately before such sale. For giving effect to any such sale\n         the Board may authorise some person to transfer the share sold to the\n         purchaser thereof. The purchaser shall be registered as the holder of\n         the share and he shall not be bound to see to the application of the\n         purchase money, nor shall his title to the share be affected by any\n         irregularity or invalidity in the proceedings relating to the sale.\n\n17.      Whenever any law for the time being of any country, state or place\n         imposes or purports to impose any immediate or future or possible\n         liability upon the Company to make any payment or empowers any\n         government or taxing authority or government official to require the\n         Company to make any payment in respect of any shares registered in any\n         of the Company's registers as held either jointly or solely by any\n         Shareholder or in respect of any dividends, bonuses or other monies due\n         or payable or accruing due or which may become due or payable to such\n         Shareholder by the Company on or in respect of any shares registered as\n         aforesaid or for or on account or in respect of any Shareholder and\n         whether in consequence of:-\n\n               (a)      the death of such Shareholder;\n\n               (b)      the non-payment of any income tax or other tax by such\n                        Shareholder;\n\n               (c)      the non-payment of any estate, probate, succession,\n                        death, stamp, or other duty by the executor or\n                        administrator of such Shareholder or by or out of his\n                        estate;\n\n               (d)      any other act or thing;\n\n                                       12\n\n \n         in every such case (except to the extent that the rights conferred upon\n         holders of any class of shares render the Company liable to make\n         additional payments in respect of sums withheld on account of the\n         foregoing):-\n\n         (i)      the Company shall be fully indemnified by such Shareholder or\n                  his executor or administrator from all liability;\n\n         (ii)     the Company shall have a lien upon all dividends and other\n                  monies payable in respect of the shares registered in any of\n                  the Company's registers as held either jointly or solely by\n                  such Shareholder for all monies paid or payable by the Company\n                  in respect of such shares or in respect of any dividends or\n                  other monies as aforesaid thereon or for or on account or in\n                  respect of such Shareholder under or in consequence of any\n                  such law together with interest at the rate of fifteen percent\n                  per annum thereon from the date of payment to date of\n                  repayment and may deduct or set off against such dividends or\n                  other monies payable as aforesaid any monies paid or payable\n                  by the Company as aforesaid together with interest as\n                  aforesaid;\n\n         (iii)    the Company may recover as a debt due from such Shareholder or\n                  his executor or administrator wherever constituted any monies\n                  paid by the Company under or in consequence of any such law\n                  and interest thereon at the rate and for the period aforesaid\n                  in excess of any dividends or other monies as aforesaid then\n                  due or payable by the Company; and\n\n         (iv)     the Company may if any such money is paid or payable by it\n                  under any such law as aforesaid refuse to register a transfer\n                  of any shares by any such Shareholder or his executor or\n                  administrator until such money and interest as aforesaid is\n                  set off or deducted as aforesaid or in case the same exceeds\n                  the amount of any such dividends or other\n\n                                       13\n\n \n                  monies as aforesaid then due or payable by the Company until\n                  such excess is paid to the Company.\n\n         Subject to the rights conferred upon the holders of any class of\n         shares, nothing herein contained shall prejudice or affect any right or\n         remedy which any law may confer or purport to confer on the Company and\n         as between the Company and every such Shareholder as aforesaid, his\n         executor, administrator and estate wheresoever constituted or situate,\n         any right or remedy which such law shall confer or purport to confer on\n         the Company shall be enforceable by the Company.\n\n                                CALLS ON SHARES\n\n18.      The Board may from time to time make calls upon the Shareholders in\n         respect of any monies unpaid on their shares (whether on account of the\n         par value of the shares or by way of premium) and not by the terms of\n         issue thereof made payable at a date fixed by or in accordance with\n         such terms of issue, and each Shareholder shall (subject to the Company\n         serving upon him at least fourteen days notice specifying the time or\n         times and place of payment) pay to the Company at the time or times and\n         place so specified the amount called on his shares. A call may be\n         revoked or postponed as the Board may determine.\n\n19.      A call may be made payable by instalments and shall be deemed to have\n         been made at the time when the resolution of the Board authorising the\n         call was passed.\n\n20.      The joint holders of a share shall be jointly and severally liable to\n         pay all calls in respect thereof.\n\n                                       14\n\n \n21.      If a sum called in respect of the share shall not be paid before or on\n         the day appointed for payment thereof the person from whom the sum is\n         due shall pay interest on the sum from the day appointed for the\n         payment thereof to the time of actual payment at such rate as the Board\n         may determine, but the Board shall be at liberty to waive payment of\n         such interest wholly or in part.\n\n22.      Any sum which, by the terms of issue of a share, becomes payable on\n         allotment or at any date fixed by or in accordance with such terms of\n         issue, whether on account of the nominal amount of the share or by way\n         of premium, shall for all the purposes of these Bye-Laws be deemed to\n         be a call duly made, notified and payable on the date on which, by the\n         terms of issue, the same becomes payable and, in case of non-payment,\n         all the relevant provisions of these Bye-Laws as to payment of\n         interest, forfeiture or otherwise shall apply as if such sum had become\n         payable by virtue of a call duly made and notified.\n\n23.      The Board may on the issue of shares differentiate between the\n         allottees or holders as to the amount of calls to be paid and the times\n         of payment.\n\n                             FORFEITURE OF SHARES\n\n24.      If a Shareholder fails to pay any call or instalment of a call on the\n         day appointed for payment thereof, the Board may at any time thereafter\n         during such time as any part of such call or instalment remains unpaid\n         serve a notice on him requiring payment of so much of the call or\n         instalment as is unpaid, together with any interest which may have\n         accrued.\n\n25.      The notice shall name a further day (not being less than 14 days from\n         the date of the notice) on or before which, and the place where, the\n         payment required by the notice is to be made and shall state that, in\n         the event of non-\n\n                                       15\n\n \n         payment on or before the day and at the place appointed, the shares in\n         respect of which such call is made or instalment is payable will be\n         liable to be forfeited. The Board may accept the surrender of any share\n         liable to be forfeited hereunder and, in such case, references in these\n         Bye-Laws to forfeiture shall include surrender.\n\n26.      If the requirements of any such notice as aforesaid are not complied\n         with, any share in respect of which such notice has been given may at\n         any time thereafter, before payment of all calls or instalments and\n         interest due in respect thereof has been made, be forfeited by a\n         resolution of the Board to that effect. Such forfeiture shall include\n         all dividends declared in respect of the forfeited shares and not\n         actually paid before the forfeiture.\n\n27.      When any share has been forfeited, notice of the forfeiture shall be\n         served upon the person who was before forfeiture the holder of the\n         share; but no forfeiture shall be in any manner invalidated by any\n         omission or neglect to give such notice as aforesaid.\n\n28.      A forfeited share shall be deemed to be the property of the Company and\n         may be sold, re-offered or otherwise disposed of either to the person\n         who was, before forfeiture, the holder thereof or entitled thereto or\n         to any other person upon such terms and in such manner as the Board\n         shall think fit, and at any time before a sale, re-allotment or\n         disposition the forfeiture may be cancelled on such terms as the Board\n         may think fit.\n\n29.      A person whose shares have been forfeited shall thereupon cease to be a\n         Shareholder in respect of the forfeited shares but shall,\n         notwithstanding the forfeiture, remain liable to pay to the Company all\n         monies which at the date of forfeiture were presently payable by him to\n         the Company in respect of the shares with interest thereon at such rate\n         as the Board may determine from \n\n                                       16\n\n \n         the date of forfeiture until payment, and the Company may enforce\n         payment without being under any obligation to make any allowance for\n         the value of the shares forfeited.\n\n30.      An affidavit in writing that the deponent is a Director of the Company\n         or the Secretary and that a share has been duly forfeited on the date\n         stated in the affidavit shall be conclusive evidence of the facts\n         therein stated as against all persons claiming to be entitled to the\n         share. The Company may receive the consideration (if any) given for the\n         share on the sale, re-allotment or disposition thereof and the Board\n         may authorise some person to transfer the share to the person to whom\n         the same is sold, re-allotted or disposed of, and he shall thereupon be\n         registered as the holder of the share and shall not be bound to see to\n         the application of the purchase money (if any) nor shall his title to\n         the share be affected by any irregularity or invalidity in the\n         proceedings relating to the forfeiture, sale, re-allotment or disposal\n         of the share.\n\n                           REGISTER OF SHAREHOLDERS\n\n31.      The Company shall establish and maintain the Register in the manner\n         prescribed by the Companies Acts. Unless the Board otherwise\n         determines, the Register shall be open to inspection in the manner\n         prescribed by the Companies Acts between 9.00 a.m. and 5.00 p.m. in\n         Bermuda, on every working day. Unless the Board so determines, no\n         Shareholder or intending Shareholder shall be entitled to have entered\n         in the Register any indication of any trust or any equitable,\n         contingent, future or partial interest in any share or any interest in\n         any fractional part of a share and if any such entry exists or is\n         permitted by the Board it shall not be deemed to abrogate any of the\n         provisions of Bye-Law 9.\n\n                                       17\n\n \n32.      Subject to the provisions of the Companies Acts, the Company may keep\n         one or more overseas or branch registers in any place, and the Board\n         may make, amend and revoke any such regulations as it may think fit\n         respecting the keeping of such registers.\n\n\n                      REGISTER OF DIRECTORS AND OFFICERS\n\n\n33.      The Company shall establish and maintain a register of the Directors\n         and Officers of the Company as required by the Companies Acts. The\n         register of Directors and Officers shall be open to inspection in the\n         manner prescribed by the Companies Acts between 9:00 a.m. and 5:00 p.m.\n         in Bermuda on every working day.\n\n\n\n                              TRANSFER OF SHARES\n\n\n34.      (1)      Subject to the Companies Acts, to the provisions of\n                  Bye-Laws 34(2) and 34(3) and to such of the restrictions\n                  contained in these Bye-Laws as may be applicable, any\n                  Shareholder may transfer all or any of his shares by an\n                  instrument of transfer in the usual common form or in any\n                  other form which the Board may approve.\n\n         (2)      Any transfer of shares (or any interest therein) that results\n                  in (i) any Shareholder (regardless of whether such Shareholder\n                  is a natural person) (other than Pacific Capital, GKW, CIBC,\n                  Continental or MR Co., or their Affiliates or, solely upon a\n                  foreclosure on the Shares constituting collateral for a loan,\n                  any bona fide third party lender to any of them) beneficially\n                  owning (within the provisions of Section 13(d) of the Exchange\n                  Act), directly or indirectly, Controlled Shares in excess of\n                  the Maximum Percentage of the outstanding common \n\n                                       18\n\n \n                  shares of the Company, or (ii) in the case of any Shareholder\n                  who is a natural person, any such Shareholder beneficially\n                  owning, directly, indirectly or constructively (within the\n                  meaning of Section 544 of the Code and Treasury Regulations\n                  promulgated thereunder) common shares in excess of the Maximum\n                  Percentage of the outstanding common shares of the Company, in\n                  either case without the approval of a majority of the members\n                  of the Board and without the approval of a majority of the\n                  votes cast by Shareholders at a General Meeting called to\n                  approve that transfer, shall not be registered in the share\n                  register of the Company and shall be void and of no effect.\n\n         (3)      The restrictions on transfer authorised or imposed by these\n                  Bye-Laws shall not be imposed in any circumstances in a way\n                  that would interfere with the settlement of trades or\n                  transactions entered into through the facilities of a Stock\n                  Exchange; provided, however, that the Company may decline to\n                  register transfers in accordance with these Bye-Laws and\n                  resolutions of the Board after a settlement has taken place.\n\n         (4)      For the purposes of this Bye-Law 34, \"Maximum Percentage\"\n                  means (x) in the case of a natural person, 5% measured by vote\n                  or value, and (y) in the case of any Shareholder (other than a\n                  natural person) or any group (as used in Section 13(d) of the\n                  Exchange Act), 9.5% measured by vote or value.\n\n         (5)      Subject to Section 42(A) of the Companies Act 1981, upon the\n                  occurrence of any transfer or purported transfer of Shares (or\n                  any interest therein) in violation of Bye-Law 34(2), the\n                  Company will have the option, but not the obligation, to\n                  repurchase from the transferee all or part of such Shares (or\n                  interest therein) for immediately available funds in an amount\n                  equal to the Repurchase Price; provided that the Board will\n                  use its best efforts to exercise this option equally among\n                  similarly situated Shareholders (to the extent \n\n                                       19\n\n \n                  possible under the circumstances). The Company may assign its\n                  repurchase right to a third party or parties including the\n                  other Shareholders, with the consent of such assignee. Each\n                  Shareholder shall be bound by the determination by the Company\n                  to repurchase or assign its right to repurchase such Shares\n                  (or interest therein) and, if so required by the Company shall\n                  sell the number of Shares (or interest therein) that the\n                  Company requires to sell.\n\n         (6)      In the event that the Company or its assignee(s) determines to\n                  repurchase any such shares (or interest therein), the Company\n                  shall provide each Shareholder concerned with written notice\n                  of such determination (\"Repurchase Notice\") at least seven (7)\n                  calendar days prior to such repurchase or such shorter period\n                  as each such Shareholder may authorise, specifying the date on\n                  which any such Shares (or interest therein) are to be\n                  repurchased and the Repurchase Price. The Company may revoke\n                  the Repurchase Notice at any time before it (or its assignee)\n                  pays for the Shares (or interest therein). Neither the Company\n                  nor its assignee(s) shall be obliged to give general notice to\n                  the Shareholders of any intention to purchase or the\n                  conclusion of any purchase of Shares (or interest therein).\n                  Payment of the Repurchase Price by the Company of its\n                  assignee(s) shall be by wire transfer and made at a closing to\n                  be held no less than seven (7) calendar days after receipt of\n                  the Repurchase Notice by the Shareholder.\n\n35.      The instrument of transfer of a share shall be signed by or on behalf\n         of the transferor and where any share is not fully-paid, the transferee\n         and the transferor shall be deemed to remain the holder of the share\n         until the name of the transferee is entered in the Register in respect\n         thereof. All instruments of transfer when registered may be retained by\n         the Company. The Board may, in its absolute discretion and without\n         assigning any reason therefor, \n\n                                       20\n\n \n         decline to register any transfer of any share which is not a fully-paid\n         share. \n\n         The Board may also decline to register any transfer unless:-\n\n         (1)      the instrument of transfer is duly stamped and lodged with the\n                  Company, at such place as the Board shall appoint for the\n                  purpose, accompanied by the certificate for the shares (if any\n                  has been issued) to which it relates, and such other evidence\n                  as the Board may reasonably require to show the right of the\n                  transferor to make the transfer;\n\n         (2)      the instrument of transfer is in respect of only one class of\n                  share; and\n                  \n         (3)      all applicable consents, authorisations, permissions or\n                  approvals of any governmental body or agency in Bermuda, the\n                  United States or any other applicable jurisdiction required to\n                  be obtained prior to such transfer shall have been obtained.\n\n         Subject to any directions of the Board from time to time in force, the\n         Secretary may exercise the powers and discretions of the Board under\n         this Bye-Law and Bye-Law 36.\n\n36.      If the Board declines to register a transfer it shall, within ten (10)\n         days after the date on which the instrument of transfer was lodged,\n         send to the transferor and the transferee notice of such refusal.\n\n37.      A fee may be charged by the Company for registering any transfer,\n         probate, letters of administration, certificate of death or marriage,\n         power of attorney, distringas or stop notice, order of court or other\n         instrument relating to or affecting the title to any share, or\n         otherwise making an entry in the Register relating to any share.\n\n                                       21\n\n \n                            TRANSMISSION OF SHARES\n\n\n38.      In the case of the death of a Shareholder, the survivor or survivors,\n         where the deceased was a joint holder, and the estate representative,\n         where he was sole holder, shall be the only person recognised by the\n         Company as having any title to his shares; but nothing herein contained\n         shall release the estate of a deceased holder (whether the sole or\n         joint) from any liability in respect of any share held by him solely or\n         jointly with other persons. For the purpose of this Bye-Law, estate\n         representative means the person to whom probate or letters of\n         administration has or have been granted in Bermuda or, failing any such\n         person, such other person as the Board may in its absolute discretion\n         determine to be the person recognised by the Company for the purpose of\n         this Bye-Law.\n\n39.      Any person becoming entitled to a share in consequence of the death of\n         a Shareholder or otherwise by operation of applicable law may, subject\n         to Bye-Laws 34 and 35, and subject as hereafter provided and upon such\n         evidence being produced as may from time to time be required by the\n         Board as to his entitlement, either be registered himself as the holder\n         of the share or elect to have some person nominated by him registered\n         as the transferee thereof. If the person so becoming entitled elects to\n         be registered himself, he shall deliver or send to the Company a notice\n         in writing signed by him stating that he so elects. If he shall elect\n         to have his nominee registered, he shall signify his election by\n         signing an instrument of transfer of such share in favour of his\n         nominee. All the limitations, restrictions and provisions of these Bye-\n         Laws relating to the right to transfer and the registration of transfer\n         of shares shall be applicable to any such notice or instrument of\n         transfer as aforesaid as if the death of the Shareholder or other event\n         giving rise to the transmission had not occurred and the notice or\n         instrument of transfer was an instrument of transfer signed by such\n         Shareholder.\n\n                                       22\n\n \n40.      A person becoming entitled to a share in consequence of the death of a\n         Shareholder or otherwise by operation of applicable law shall (upon\n         such evidence being produced as may from time to time be required by\n         the Board as to his entitlement) be entitled to receive and may give a\n         discharge for any dividends or other monies payable in respect of the\n         share, but he shall not be entitled in respect of the share to receive\n         notices of or to attend or vote at general meetings of the Company or,\n         save as aforesaid, to exercise in respect of the share any of the\n         rights or privileges of a Shareholder until he shall have become\n         registered as the holder thereof. The Board may at any time give notice\n         requiring such person to elect either to be registered himself or to\n         transfer the share and, if the notice is not complied with within sixty\n         days, the Board may thereafter withhold payment of all dividends and\n         other monies payable in respect of the shares until the requirements of\n         the notice have been complied with.\n\n41.      Subject to any directions of the Board from time to time in force, the\n         Secretary may exercise the powers and discretions of the Board under\n         Bye-Laws 38, 39 and 40.\n\n\n                              INCREASE OF CAPITAL\n\n\n42.      The Company may from time to time increase its capital by such sum to\n         be divided into shares of such par value as the Company by Resolution\n         shall prescribe.\n\n43.      The Company may, by the Resolution increasing the capital, direct that\n         the new shares or any of them shall be offered in the first instance\n         either at par or at a premium or (subject to the provisions of the\n         Companies Acts) at a discount to all the holders for the time being of\n         shares of any class or classes \n\n                                       23\n\n \n         in proportion to the number of such shares held by them respectively or\n         make any other provision as to the issue of the new shares.\n\n44.      Except as otherwise determined by the Company (but subject always to\n         Bye-Law 3(2)), the new shares shall be subject to all the provisions of\n         these Bye-Laws with reference to lien, the payment of calls,\n         forfeiture, transfer, transmission and otherwise.\n\n\n                             ALTERATION OF CAPITAL\n\n\n45.      The Company may from time to time by Resolution:-\n\n         (1)      divide its shares into several classes and attach thereto\n                  respectively any preferential, deferred, qualified or special\n                  rights, privileges or conditions;\n\n         (2)      consolidate and divide all or any of its share capital into\n                  shares of larger par value than its existing shares;\n\n         (3)      sub-divide its shares or any of them into shares of smaller\n                  par value than is fixed by its memorandum, so, however, that\n                  in the sub-division the proportion between the amount paid and\n                  the amount, if any, unpaid on each reduced share shall be the\n                  same as it was in the case of the share from which the reduced\n                  share is derived;\n\n         (4)      make provision for the issue and allotment of shares which do\n                  not carry any voting rights;\n\n         (5)      cancel shares which, at the date of the passing of the\n                  resolution in that behalf, have not been taken or agreed to be\n                  taken by any person, and diminish the amount of its share\n                  capital by the amount of the shares so cancelled; and\n\n         (6)      change the currency denomination of its share capital.\n\n                                       24\n\n \n         Where any difficulty arises in regard to any division, consolidation,\n         or sub-division under this Bye-Law, the Board may settle the same as it\n         thinks expedient and, in particular, may arrange for the sale of the\n         shares representing fractions and the distribution of the net proceeds\n         of sale in due proportion amongst the Shareholders who would have been\n         entitled to the fractions, and for this purpose the Board may authorise\n         some person to transfer the shares representing fractions to the\n         purchaser thereof, who shall not be bound to see to the application of\n         the purchase money nor shall his title to the shares be affected by any\n         irregularity or invalidity in the proceedings relating to the sale.\n\n46.      Subject to the Companies Acts and to any confirmation or consent\n         required by law or these Bye-Laws, the Company may by Resolution from\n         time to time convert any preference shares into redeemable preference\n         shares.\n\n\n                             REDUCTION OF CAPITAL\n\n\n47.      Subject to the Companies Acts, its memorandum and any confirmation or\n         consent required by law or these Bye-Laws, the Company may from time to\n         time by Resolution authorise the reduction of its issued share capital\n         or any share premium or contributed surplus account in any manner.\n\n48.      In relation to any such reduction, the Company may by Resolution\n         determine the terms upon which such reduction is to be effected\n         including in the case of a reduction of part only of a class of shares,\n         those shares to be affected.\n\n\n                   GENERAL MEETINGS AND WRITTEN RESOLUTIONS\n\n\n49.      (1)      The Board shall convene, and the Company shall hold, general\n                  meetings as Annual General Meetings in accordance with the\n\n                                       25\n\n \n                  requirements of the Companies Acts at such times and places as\n                  the Board shall appoint. The Board or the Chairman or Co-\n                  Chairman of the Board may, whenever each thinks fit, and\n                  shall, when requisitioned by shareholders pursuant to the\n                  provisions of the Companies Acts, convene general meetings\n                  other than Annual General Meetings which shall be called\n                  Special General Meetings.\n\n         (2)      Except in the case of the removal of auditors and Directors,\n                  anything which may be done by resolution of the Company in\n                  general meeting or by resolution of a meeting of any class of\n                  the Shareholders of the Company may, without a meeting and\n                  without any previous notice being required, be done by\n                  resolution in writing, signed by all of the Shareholders or\n                  their proxies, or in the case of a Shareholder that is a\n                  corporation (whether or not a company within the meaning of\n                  the Companies Acts) on behalf of such Shareholder, being all\n                  of the Shareholders of the Company who at the date of the\n                  resolution in writing would be entitled to attend a meeting\n                  and vote on the resolution. Such resolution in writing may be\n                  signed by, or in the case of a Shareholder that is a\n                  corporation (whether or not a company within the meaning of\n                  the Companies Acts), on behalf of, all the Shareholders of the\n                  Company, or any class thereof, in as many counterparts as may\n                  be necessary.\n\n         (3)      For the purposes of this Bye-Law, the date of the resolution\n                  in writing is the date when the resolution is signed by, or in\n                  the case of a Shareholder that is a corporation (whether or\n                  not a company within the meaning of the Companies Acts), on\n                  behalf of, the last Shareholder to sign and any reference in\n                  any enactment to the date of passing of a resolution is, in\n                  relation to a resolution in writing made in accordance with\n                  this section, a reference to such date.\n\n         (4)      A resolution in writing made in accordance with this Bye-Law\n                  is as valid as if it had been passed by the Company in general\n                  meeting or, \n\n                                       26\n\n \n                  if applicable, by a meeting of the relevant class of\n                  Shareholders of the Company, as the case may be. A resolution\n                  in writing made in accordance with this section shall\n                  constitute minutes for the purposes of the Companies Acts and\n                  these Bye-Laws.\n\n\n                          NOTICE OF GENERAL MEETINGS\n\n\n50.      An Annual General Meeting shall be called by not less than 30 days\n         notice in writing, and a Special General Meeting shall be called by not\n         less than 10 days notice in writing. The notice shall specify the\n         place, day and time of the meeting and the nature of the business to be\n         considered. Notice of every General Meeting shall be given in any\n         manner permitted by Bye-Laws 135 and 136 to all Shareholders other than\n         such as, under the provisions of these Bye-Laws or the terms of issue\n         of the shares they hold, are not entitled to receive such notice from\n         the Company and to each Director, and to any Resident Representative\n         who or which has delivered a written notice upon the Registered Office\n         requiring that such notice be sent to him or it.\n\n51.      The accidental omission to give notice of a meeting or (in cases where\n         instruments of proxy are sent out with the notice) the accidental\n         omission to send such instrument of proxy to, or the non-receipt of\n         notice of a meeting or such instrument of proxy by, any person entitled\n         to receive such notice shall not invalidate the proceedings at that\n         meeting.\n\n52.      A Shareholder present, either in person or by proxy, at any meeting of\n         the Company or of the holders of any class of shares in the Company\n         shall be deemed to have received notice of the meeting and, where\n         requisite, of the purposes for which it was called.\n\n                                       27\n\n \n                    GENERAL MEETINGS AT MORE THAN ONE PLACE\n\n\n53.      (1)      The provisions of this Bye-Law shall apply if any general\n                  meeting is convened at or adjourned to more than one place.\n\n         (2)      The notice of any meeting or adjourned meeting may specify the\n                  Specified Place and the Board shall make arrangements for\n                  simultaneous attendance and participation at other places\n                  (whether adjoining the Specified Place or in a different and\n                  separate place or places altogether or otherwise) by\n                  Shareholders, provided that persons attending at any\n                  particular place shall be able to see and hear and be seen and\n                  heard (whether by audio visual links or otherwise howsoever\n                  enabling the same) by persons attending at the other places at\n                  which the meeting is convened.\n\n         (3)      The Board may from time to time make such arrangements for the\n                  purpose of controlling the level of attendance at any such\n                  place (whether involving the issue of tickets or the\n                  imposition of some means of selection or otherwise) as they\n                  shall in their absolute discretion consider appropriate, and\n                  may from time to time vary any such arrangements or make new\n                  arrangements in place of them, provided that a Shareholder who\n                  is not entitled to attend, in person or by proxy, at any\n                  particular place shall be entitled so to attend at one of the\n                  other places; and the entitlement of any Shareholder so to\n                  attend the meeting or adjourned meeting at such place shall be\n                  subject to any such arrangements as may be for the time being\n                  in force and by the notice of meeting or adjourned meeting\n                  stated to apply to the meeting.\n\n         (4)      For the purposes of all other provisions of these Bye-Laws any\n                  such meeting shall be treated as being held at the Specified\n                  Place.\n\n                                       28\n\n \n         (5)      If a meeting is adjourned to more than one place, notice of\n                  the adjourned meeting shall be given notwithstanding any other\n                  provision of these Bye-Laws.\n\n\n                        PROCEEDINGS AT GENERAL MEETINGS\n\n\n54.      No business shall be transacted at any general meeting unless a quorum\n         is present when the meeting proceeds to business, but the absence of a\n         quorum shall not preclude the appointment, choice or election of a\n         chairman which shall not be treated as part of the business of the\n         meeting. Save as otherwise provided by these Bye-Laws, at least two\n         Shareholders present in person or by proxy and entitled to vote and\n         holding shares representing more than 50% of the votes that may be cast\n         by all holders of shares shall be a quorum for all purposes; provided,\n         however, that if the Company or a class of Shareholders shall have only\n         one Shareholder, one Shareholder present in person or by proxy shall\n         constitute the necessary quorum.\n\n55.      If within five minutes (or such longer time as the chairman of the\n         meeting may determine to wait) after the time appointed for the\n         meeting, a quorum is not present, the meeting, if convened on the\n         requisition of Shareholders, shall be dissolved. In any other case, it\n         shall stand adjourned to such other day and such other time and place\n         as the chairman of the meeting may determine and at such adjourned\n         meeting two Shareholders present in person or by proxy and entitled to\n         vote and holding shares representing more than 50% of the votes that\n         may be cast by all holders of shares shall be a quorum, provided that\n         if the Company or a class of Shareholders shall have only one\n         Shareholder, one Shareholder present in person or by proxy shall\n         constitute the necessary quorum. The Company shall give not less than 7\n         days notice of any meeting adjourned through want of a quorum and such\n         notice shall state that the sole Shareholder or, if more than one, two\n         Shareholders present \n\n                                       29\n\n \n         in person or by proxy and entitled to vote and holding shares\n         representing more than 50% of the votes that may be cast by all holders\n         of shares shall be a quorum. If at the adjourned meeting a quorum is\n         not present within fifteen minutes after the time appointed for holding\n         the meeting, the meeting shall be dissolved.\n\n56.      A meeting of the Shareholders or any class thereof may be held by means\n         of such telephone, electronic or other communication facilities as\n         permit all persons participating in the meeting to communicate with\n         each other simultaneously and instantaneously and participation in such\n         a meeting shall constitute presence in person at such meeting.\n\n57.      The Resident Representative, if any, upon giving the notice referred to\n         in Bye-Law 50 above, shall be entitled to attend any general meeting of\n         the Company and each Director shall be entitled to attend and speak at\n         any general meeting of the Company.\n\n58.      The Chairman or Co-Chairman (if any) of the Board or, in their absence,\n         the President or Chief Executive Officer shall preside as chairman at\n         every general meeting. If there is no such Chairman or Co-Chairman or\n         President or Chief Executive Officer, or if at any meeting none of the\n         Chairman, Co-Chairman, Chief Executive Officer or President is present\n         within five minutes after the time appointed for holding the meeting,\n         or if neither of them is willing to act as chairman, the Directors\n         present shall choose one of their number to act or if one Director only\n         is present he shall preside as chairman if willing to act. If no\n         Director is present, or if each of the Directors present declines to\n         take the chair, the persons present and entitled to vote on a poll\n         shall elect one of their number to be chairman.\n\n                                       30\n\n \n59.      The chairman of the meeting may, with the consent of any meeting at\n         which a quorum is present (and shall if so directed by the meeting),\n         adjourn the meeting from time to time and from place to place but no\n         business shall be transacted at any adjourned meeting except business\n         which might lawfully have been transacted at the meeting from which the\n         adjournment took place. In addition, the chairman may adjourn the\n         meeting to another time and place without such consent if it appears to\n         him that it is likely to be impracticable to hold or continue that\n         meeting because of the number of members wishing to attend who are not\n         present. When a meeting is adjourned for three months or more or for an\n         indefinite period, at least seven clear days' notice shall be given of\n         the adjourned meeting as in the case of an original meeting.\n\n60.      Save as expressly provided by these Bye-Laws, it shall not be necessary\n         to give any notice of an adjournment or of the business to be\n         transacted at an adjourned meeting.\n\n                                    VOTING\n\n61.      If an amendment shall be proposed to any resolution under consideration\n         but shall in good faith be ruled out of order by the chairman of the\n         meeting, the proceedings on the substantive resolution shall not be\n         invalidated by any error in such ruling. With the consent of the\n         chairman of the meeting, an amendment may be withdrawn by its proposer\n         before it is voted upon.\n\n62.      Save where a greater percentage is required by the Companies Acts or\n         these Bye-Laws, any question proposed for consideration at any General\n         Meeting shall be decided on by a simple majority of votes cast at such\n         meeting; provided, however, that a resolution to remove any director\n         pursuant to Bye-Law 85 must be approved by the vote of at least a\n         majority of all issued and outstanding capital shares of the Company\n         eligible to vote thereon.\n\n                                       31\n\n \n63.      (1)      Subject to Bye-Law 63(2) and to the limitations imposed by\n                  the Board on voting under Bye-law 130, and subject to any\n                  rights or restrictions attached to any class of shares, at any\n                  meeting of the Company, each Shareholder present in person or\n                  by proxy shall vote on a poll and shall be entitled on a poll\n                  to one vote for each share held by him.\n\n         (2)      In the case of a Shareholder who is an Over-the-Threshold\n                  Shareholder as defined below, each issued common share\n                  constituting a part of the Controlled Shares of such\n                  Shareholder held by such Shareholder shall, in the context of\n                  a particular meeting of shareholders, confer only a fraction\n                  of a vote according to the following formula (the \"Cut-back\n                  Formula\"): AV multiplied by the applicable percentage set\n                  forth in the definition of \"Maximum Vote\" divided by CS.\n\n                  Where;            \"AV\" is the aggregate number of issued and\n                                    outstanding common shares represented at the\n                                    applicable meeting (without regard to any\n                                    limitation on the number of votes any such\n                                    shares may cast).\n\n                                    \"CS\" is the number of Controlled Shares of\n                                    such Shareholder.\n\n                                    In determining the votes allocable to common\n                                    shares beneficially owned by CIBC, the\n                                    preceding formula shall be applied to all of\n                                    the common shares beneficially owned by\n                                    persons constituting a part of CIBC, in the\n                                    aggregate. In determining the votes\n                                    allocable to common shares beneficially\n                                    owned by any member of a group (within the\n                                    meaning of \n\n                                       32\n\n \n                                    Section 13(d) of the Exchange Act), the\n                                    preceding formula shall be applied to all of\n                                    the common shares beneficially owned by\n                                    persons constituting a part of the group, in\n                                    the aggregate. Any person (a \"Related\n                                    Holder\") who owns Controlled Shares which\n                                    are deemed to be owned directly, indirectly\n                                    or constructively (within the meaning of\n                                    Section 958 of the Code and the Treasury\n                                    Regulations promulgated thereunder) by one\n                                    or more Over-the-Threshold Shareholders\n                                    shall have the vote allocable to such\n                                    Controlled Shares held by the Related Holder\n                                    reduced, in a manner consistent with this\n                                    Bye-Law 63(2), so as to prevent the \n                                    Over-the-Threshold Shareholders from having\n                                    voting power greater than the Maximum Vote\n                                    applicable to such Over-the-Threshold\n                                    Shareholders.\n                                                 \n                                    A number of votes equal to the excess (the\n                                    \"Re-allocable Votes\") of (i) the number of\n                                    votes that could have been cast by the\n                                    Controlled Shares held by all\n                                    Over-the-Threshold Shareholders if the\n                                    Cut-back Formula were not applicable over\n                                    (ii) the number of votes that may be cast by\n                                    such Controlled Shares after application of\n                                    the Cut-back Formula shall be reallocated\n                                    among the common shares that are (a)\n                                    represented at the applicable meeting, (b)\n                                    not included in such Controlled Shares and\n                                    (c) not held by other Over-the-Threshold\n                                    Shareholders in accordance with the\n                                    following formula (the \"Reallocation\n                                    Formula\"):\n\n                                       33\n\n \n                                                    RV\n                                              ---------------\n                                                  AV-ACS\n\n                           Where:   \"RV\" is the Re-allocable Votes\n\n                                    \"AV\" is used in the manner defined in the\n                                    Cut-back Formula\n\n                                    \"ACS\" is the aggregate number of Controlled\n                                    Shares of all Over-the-Threshold\n                                    Shareholders\n\n                                    If the application of the Reallocation\n                                    Formula causes any Shareholder to become an\n                                    Over-the-Threshold Shareholder, the Cut-back\n                                    Formula shall be applied to such\n                                    Shareholder's Controlled Shares (taking into\n                                    account the additional votes of such shares\n                                    after the application of the Reallocation\n                                    Formula), and the Cut-back Formula and the\n                                    Reallocation Formula shall continue to be\n                                    applied until there are no\n                                    Over-the-Threshold Shareholders.\n\n         (3)      The Board shall have the power and authority to make all\n                  determinations that may be required to effectuate the\n                  provisions of this Bye-Law, including any required\n                  determination of the number of Shares that may be deemed to be\n                  held by any Shareholder, and such determinations shall be\n                  conclusive in the absence of manifest error. All record and\n                  beneficial owners of Shares (and all potential transferees of\n                  Shares) shall be deemed to have agreed, by virtue of their\n                  ownership thereof, to provide to the Board, at such times and\n                  in such detail as the Board may reasonably request, any\n                  information that the Board may require in order to make such\n                  determinations.\n\n         (4)      The following definitions shall apply for the purposes of this\n                  Bye-Law:\n\n                                       34\n\n \n                           \"Maximum Vote\" means (x) in the case of all\n                           Shareholders other than CIBC, 9.5% of the total votes\n                           cast by holders of common shares of the Company in\n                           connection with any matter being voted on and (y) in\n                           the case of CIBC in the aggregate, 20% of the total\n                           votes cast by holders of common shares of the Company\n                           in connection with any matter being voted on.\n\n                           An \"Over-the-Threshold Shareholder\" for the purposes\n                           of this Bye-Law is a Shareholder in respect of whom,\n                           by virtue of their holding of Controlled Shares\n                           would, upon giving effect to the principle that\n                           holders of common shares shall have one vote for each\n                           common share so registered, have greater than the\n                           Maximum Vote.\n\n64.      At any general meeting, a resolution put to the vote of the meeting\n         shall be decided on a poll.\n\n65.      On a poll, votes may be cast either personally or by proxy.\n\n66.      A person entitled to more than one vote on a poll need not use all his\n         votes or cast all the votes he uses in the same way.\n\n67.      In the case of an equality of votes, the chairman of such meeting shall\n         not be entitled to a second or casting vote and the resolution shall\n         fail.\n\n68.      In the case of joint holders of a share, the vote of the senior who\n         tenders a vote, whether in person or by proxy, shall be accepted to the\n         exclusion of the votes of the other joint holders, and for this purpose\n         seniority shall be \n\n                                       35\n\n \n         determined by the order in which the names stand in the Register in\n         respect of the joint holding.\n\n69.      A Shareholder who is a patient for any purpose of any statute or\n         applicable law relating to mental health or in respect of whom an order\n         has been made by any Court having jurisdiction for the protection or\n         management of the affairs of persons incapable of managing their own\n         affairs may vote, whether on a show of hands or on a poll, by his\n         receiver, committee, curator bonis or other person in the nature of a\n         receiver, committee or curator bonis appointed by such Court and such\n         receiver, committee, curator bonis or other person may vote on a poll\n         by proxy, and may otherwise act and be treated as such Shareholder for\n         the purpose of general meetings.\n\n70.      No Shareholder shall, unless the Board otherwise determines, be\n         entitled to vote at any general meeting unless all calls or other sums\n         presently payable by him in respect of shares in the Company have been\n         paid.\n\n71.      If:\n\n         (1)      any objection shall be raised to the qualification of any\n                  voter; or,\n\n         (2)      any votes have been counted which ought not to have been\n                  counted or which might have been rejected; or,\n\n         (3)      any votes are not counted which ought to have been counted,\n         the objection or error shall not vitiate the decision of the meeting or\n         adjourned meeting on any resolution unless the same is raised or\n         pointed out at the meeting or, as the case may be, the adjourned\n         meeting at which the vote objected to is given or tendered or at which\n         the error occurs. Any objection or error shall be referred to the\n         chairman of the meeting and shall only vitiate the decision of the\n         meeting on any resolution if the chairman decides that the same may\n         have affected the decision of the meeting. The decision of the chairman\n         on such matters shall be final and conclusive.\n\n                                       36\n\n \n                     PROXIES AND CORPORATE REPRESENTATIVES\n\n72.      The instrument appointing a proxy shall be in writing under the hand of\n         the appointor or of his attorney authorised by him in writing or, if\n         the appointor is a corporation, either under its seal or under the hand\n         of an officer, attorney or other person authorised to sign the same.\n\n73.      Any Shareholder may appoint a standing proxy or (if a corporation)\n         representative by depositing at the Registered Office, or at such place\n         or places as the Board may otherwise specify for the purpose, a proxy\n         or (if a corporation) an authorisation and such proxy or authorisation\n         shall be valid for all general meetings and adjournments thereof or,\n         resolutions in writing, as the case may be, until notice of revocation\n         is received at the Registered Office, or at such place or places as the\n         Board may otherwise specify for the purpose. Where a standing proxy or\n         authorisation exists, its operation shall be deemed to have been\n         suspended at any general meeting or adjournment thereof at which the\n         Shareholder is present or in respect to which the Shareholder has\n         specially appointed a proxy or representative. The Board may from time\n         to time require such evidence as it shall deem necessary as to the due\n         execution and continuing validity of any such standing proxy or\n         authorisation and the operation of any such standing proxy or\n         authorisation shall be deemed to be suspended until such time as the\n         Board determines that it has received the requested evidence or other\n         evidence satisfactory to it. A person so authorised as a representative\n         of a corporation shall be entitled to exercise the same power on behalf\n         of the grantor of the authority as the grantor could exercise if it\n         were an individual Shareholder of the Company and the grantor shall for\n         the purposes of these Bye-Laws be deemed to be present in person at any\n         such meeting if a person so authorised is present at it.\n\n                                       37\n\n \n74.      Subject to Bye-Law 73, the instrument appointing a proxy together with\n         such other evidence as to its due execution as the Board may from time\n         to time require, shall be delivered at the Registered Office (or at\n         such place or places as may be specified in the notice convening the\n         meeting or in any notice of any adjournment or, in either case or the\n         case of a written resolution, in any document sent therewith) not less\n         than 24 hours or such other period as the Board may determine, prior to\n         the holding of the relevant meeting or adjourned meeting at which the\n         person named in the instrument proposes to vote or, in the case of a\n         poll taken subsequently to the date of a meeting or adjourned meeting,\n         before the time appointed for the taking of the poll, or, in the case\n         of a written resolution, prior to the effective date of the written\n         resolution and in default the instrument of proxy shall not be treated\n         as valid.\n\n75.      Instruments of proxy shall be in any common form or in such other form\n         as the Board may approve and the Board may, if it thinks fit, send out\n         with the notice of any meeting or any written resolution forms of\n         instruments of proxy for use at that meeting or in connection with that\n         written resolution. The instrument of proxy shall be deemed to confer\n         authority to demand or join in demanding a poll and to vote on any\n         amendment of a written resolution or amendment of a resolution put to\n         the meeting for which it is given as the proxy thinks fit. The\n         instrument of proxy shall unless the contrary is stated therein be\n         valid as well for any adjournment of the meeting as for the meeting to\n         which it relates.\n\n76.      A vote given in accordance with the terms of an instrument of proxy\n         shall be valid notwithstanding the previous death or unsoundness of\n         mind of the principal, or revocation of the instrument of proxy or of\n         the authority under which it was executed, provided that no intimation\n         in writing of such death, \n\n                                       38\n\n \n         insanity or revocation shall have been received by the Company at the\n         Registered Office (or such other place as may be specified for the\n         delivery of instruments of proxy in the notice convening the meeting or\n         other documents sent therewith) one hour at least before the\n         commencement of the meeting or adjourned meeting, or the taking of the\n         poll, or the day before the effective date of any written resolution at\n         which the instrument of proxy is used.\n\n77.      Subject to the Companies Acts, the Board may at its discretion waive\n         any of the provisions of these Bye-Laws related to proxies or\n         authorisations and, in particular, may accept such verbal or other\n         assurances as it thinks fit as to the right of any person to attend and\n         vote on behalf of any Shareholder at general meetings or to sign\n         written resolutions.\n\n                     APPOINTMENT AND REMOVAL OF DIRECTORS\n\n\n78.      (1)      At the date of adoption of these Bye-Laws, the Board shall\n                  consist of the following persons: -\n\n                                    Jay R. Bloom\n                                    Abbott L. Brown\n                                    William E. Conway\n                                    Lodwrick Cook\n                                    Dean C. Kehler\n                                    Geoffrey J.W. Kent\n                                    David L. Lee\n                                    Jay R. Levine\n                                    Toshiaki Ogasawara\n                                    William D. Phoenix\n                                    Barry Porter\n                                    Bruce Raben\n                                    Jack M. Scanlon\n                                    Michael R. Steed\n                                    Hillel Weinberger\n                                    Gary Winnick\n\n                                       39\n\n \n         (2)      [Intentionally Left Blank]\n\n\n         (3)      Each of Abbott Brown, William Conway, Jay Levine, William\n                  Phoenix and Barry Porter are hereby designated as \"A\"\n                  Directors for the purposes of this Bye-Law. Each of Lodwrick\n                  Cook, Jeffrey Kent, David Lee, Bruce Raben, and Jack Scanlon\n                  are hereby designated \"B\" Directors, and each of Jay Bloom,\n                  Dean Kehler, Toshiaki Ogasawara, Michael Steed, Hillel\n                  Weinberger and Gary Winnick are hereby designated as \"C\"\n                  Directors. The Board of Directors shall from time to time by\n                  resolution determine the number of A Directors, B Director and\n                  C Directors.\n\n         (4)      Upon the resignation or removal of a Director, if any new\n                  Director shall be appointed to the Board they shall be\n                  designated to fill the vacancy arising and shall, for the\n                  purposes of these Bye-Laws, constitute a member of the class\n                  represented by the person that they replaced. If there are\n                  more than two vacancies on the Board, then the Shareholders or\n                  the Directors, when appointing a person to fill a vacancy,\n                  shall designate the class of director they shall belong to by\n                  the resolution appointing such person.\n\n79.      (1)      The A Directors shall serve initially until the conclusion\n                  of the Annual General Meeting of the Company held in the\n                  calendar year 2000, at which consideration is made of\n                  financial statements for the period ending 31 December 1999,\n                  and thereafter shall serve for a three-year terms, concluding\n                  at the third Annual General Meeting after his appointment or\n                  reappointment.\n\n         (2)      The B Directors shall serve initially until the conclusion of\n                  the Annual General Meeting of the Company held in the calendar\n                  year \n\n                                       40\n\n \n                  2001, at which consideration is made of financial statements\n                  for the period ending 31 December 2000, and thereafter shall\n                  serve for a three-year terms, concluding at the third Annual\n                  General Meeting after his appointment or reappointment.\n\n         (3)      The C Directors shall serve initially until the conclusion of\n                  the Annual General Meeting of the Company held in the calendar\n                  year 2002, at which consideration is made of financial\n                  statements for the period ending December 31, 2001, and\n                  thereafter shall serve for a three-year terms, concluding at\n                  the third Annual General Meeting after his appointment or\n                  reappointment.\n\n80.      If the Company, at the meeting at which a Director retires by rotation\n         or otherwise, does not fill the vacancy, the retiring Director shall,\n         if willing to act, be deemed to have been reappointed unless at the\n         meeting it is resolved not to fill the vacancy or unless a resolution\n         for the reappointment of the Director is put to the meeting and lost.\n\n81.      No person shall be appointed a Director, unless:-\n\n         (a)      In the case of an Annual or Special General Meeting, such\n                  person is recommended by the Board; or\n\n         (b)      In the case of an Annual General Meeting, not less than 120\n                  nor more than 150 days before the date of the Company's proxy\n                  statement released to Shareholders in connection with the\n                  prior year's Annual General Meeting, notice executed by a\n                  Shareholder (not being the person to be proposed) has been\n                  received by the Secretary of the Company of the intention to\n                  propose such person for appointment, setting forth as to each\n                  person whom the Shareholder proposes to nominate for election\n                  or re-election as a Director (i) the name, age, business\n                  address and residence address of such person, \n\n                                       41\n\n \n                  (ii) the principal occupation or employment of such person,\n                  (iii) the class, series and number of shares of the Company\n                  which are beneficially owned by such person, (iv) particulars\n                  which would, if he were so appointed, be required to be\n                  included in the Company's register of Directors and Officers\n                  and (v) all other information relating to such person that is\n                  required to be disclosed in solicitations for proxies for the\n                  election of Directors pursuant to the Rules and Regulations of\n                  the Securities and Exchange Commission under Section 14 of the\n                  Securities Exchange Act of 1934 of the United States of\n                  America, as amended, together with notice executed by such\n                  person of his willingness to serve as a Director if so\n                  elected; provided, however, that no Shareholder shall be\n                  entitled to propose any person to be appointed, elected or re-\n                  elected Director at any Special General Meeting.\n\n82.      Except as otherwise required by the Companies Acts, the appointment of\n         any person proposed as a Director shall be effected by a separate\n         resolution voted on at a General Meeting pursuant to Bye-Law 62 herein.\n\n83.      All Directors (other then the initial Directors set forth herein), upon\n         election or appointment, must provide written acceptance of their\n         appointment, in such form as the Board may think fit, by notice in\n         writing to the Registered Office within 30 days of their appointment.\n\n84.      The Company may by Resolution determine (i) the minimum number of\n         Directors, which shall be not less than 11 and which is hereby set at\n         11 until such number is amended by a further Resolution and (ii) the\n         maximum number of Directors, which shall not be more than 20 and which\n         is hereby set at 20 until such number is amended by a further\n         Resolution, and any vacancies on the Board shall be deemed casual\n\n                                       42\n\n \n         vacancies for the purposes of these Bye-Laws. Without prejudice to the\n         power of the Company by Resolution in pursuance of any of the\n         provisions of these Bye-Laws to appoint any person to be a Director,\n         the Board, so long as a quorum of Directors remains in office, shall\n         have power at any time and from time to time to appoint any individual\n         to be a Director so as to fill a casual vacancy. A Director so\n         appointed shall hold office only until the next following Annual\n         General Meeting and shall not be taken into account in determining the\n         Directors who are to retire by rotation at the meeting. If not\n         reappointed at such Annual General Meeting, he shall vacate office at\n         the conclusion thereof.\n\n85.      The Shareholders may in a Special General Meeting called for that\n         purpose remove a Director provided notice of any such meeting shall be\n         served upon the Director concerned not less than 14 days before the\n         meeting and he shall be entitled to be heard at that meeting. Any\n         vacancy created by the removal of a Director at a Special General\n         Meeting may be filled at the Meeting by the election of another\n         Director in his place or, in the absence of any such election, by the\n         Board.\n\n                 RESIGNATION AND DISQUALIFICATION OF DIRECTORS\n\n86.      The office of a Director shall be vacated upon the happening of any of\n         the following events:\n\n         (1)      if he resigns his office by notice in writing delivered to the\n                  Registered Office or tendered at a meeting of the Board;\n\n         (2)      if he becomes of unsound mind or a patient for any purpose of\n                  any statute or applicable law relating to mental health and\n                  the Board resolves that his office is vacated;\n\n         (3)      if he becomes bankrupt under the laws of any country or\n                  compounds with his creditors;\n\n                                       43\n\n \n         (4)      if he is prohibited by law from being a Director;\n\n         (5)      if he ceases to be a Director by virtue of the Companies Acts\n                  or these Bye-Laws or is removed from office pursuant to these\n                  Bye-Laws;\n\n         (6)      he shall for more than six consecutive months have been absent\n                  without permission of the Board from meetings of the Board\n                  held during that period and his Alternate Director (if any)\n                  shall not during such period have attended in his stead and\n                  the Board resolves that his office be vacated; or\n\n         (7)      after the initial term he is requested to resign in writing by\n                  not less than three quarters of the other Directors. In\n                  calculating the number of Directors who are required to make\n                  such a request to the Director, (i) there shall be excluded\n                  any Alternate Director appointed by him acting in his capacity\n                  as such; and (ii) a Director and any Alternate Director\n                  appointed by him and acting in his capacity as such shall\n                  constitute a single Director for this purpose, so that the\n                  signature of either shall be sufficient.\n\n                              ALTERNATE DIRECTORS\n\n87.      Any Director (other than an Alternate Director) may appoint any other\n         Director, or any other person approved by resolution of the Board and\n         willing to act, to be an Alternate Director and may remove from office\n         an Alternate Director so appointed by him. Any appointment or removal\n         of an Alternate Director by a Director shall be effected by depositing\n         a notice of appointment or removal with the Secretary at the Registered\n         Office, signed by such Director, and such appointment or removal shall\n         become effective on the date of receipt by the Secretary. Any Alternate\n         Director may also be removed by resolution of the Board. An Alternate\n         Director may also be a Director in his own right and may act as\n         alternate to more than one Director.\n\n                                       44\n\n \n88.      An Alternate Director shall cease to be an Alternate Director:-\n\n         (a)      if his appointor ceases to be a Director; but, if a Director\n                  retires by rotation or otherwise but is reappointed or deemed\n                  to have been reappointed at the meeting at which he retires,\n                  any appointment of an Alternate Director made by him which was\n                  in force immediately prior to his retirement shall continue\n                  after his reappointment;\n\n         (b)      on the happening of any event which, if he were a Director,\n                  would cause him to vacate his office as Director;\n\n         (c)      if he is removed from office pursuant to Bye-Law 85; or\n\n         (d)      if he resigns his office by notice to the Company.\n\n89.      An Alternate Director shall be entitled to receive notices of all\n         meetings of Directors, to attend, be counted in the quorum and vote at\n         any such meeting at which any Director to whom he is alternate is not\n         personally present, and generally to perform all the functions of any\n         Director to whom he is alternate in his absence.\n\n90.      Every person acting as an Alternate Director shall (except as regards\n         powers to appoint an alternate and remuneration) be subject in all\n         respects to the provisions of these Bye-Laws relating to Directors and\n         shall alone be responsible to the Company for his acts and defaults and\n         shall not be deemed to be the agent of or for any Director for whom he\n         is alternate. An Alternate Director may be paid expenses and shall be\n         entitled to be indemnified by the Company to the same extent mutatis\n         mutandis as if he were a Director. Every person acting as an Alternate\n         Director shall have one vote for each Director for whom he acts as\n         alternate (in addition to his own vote if he is also a Director). The\n         signature of an Alternate Director to any resolution in writing of the\n         Board or a committee of the Board shall, unless \n\n                                       45\n\n \n         the terms of his appointment provides to the contrary, be as effective\n         as the signature of the Director or Directors to whom he is alternate.\n\n         \n                              DIRECTORS' FEES AND\n                     ADDITIONAL REMUNERATION AND EXPENSES\n\n\n91.      The ordinary remuneration of the Directors who do not hold executive\n         office for their services (excluding amounts payable under any other\n         provision of these Bye-Laws) shall be such amount as the Board may from\n         time to time by resolution determine and in the absence of a\n         determination to the contrary such fees shall be deemed to accrue from\n         day to day. Subject thereto, each such Director shall be paid a fee\n         (which shall be deemed to accrue from day to day) at such rate as may\n         from time to time be determined by the Board. Each Director may be paid\n         his reasonable travel, hotel and incidental expenses in attending and\n         returning from meetings of the Board or committees constituted pursuant\n         to these Bye-Laws or General Meetings and shall be paid all expenses\n         properly and reasonably incurred by him in the conduct of the Company's\n         business or in the discharge of his duties as a Director. Any Director\n         who, by request, goes or resides abroad for any purposes of the Company\n         or who performs services which in the opinion of the Board go beyond\n         the ordinary duties of a Director may be paid such extra remuneration\n         (whether by way of salary, commission, participation in profits or\n         otherwise) as the Board may determine, and such extra remuneration\n         shall be in addition to any remuneration provided for by or pursuant to\n         any other Bye-Law.\n\n                             DIRECTORS' INTERESTS\n\n92.      (1)      A Director may hold any other office or place of profit with\n                  the Company (except that of auditor) in conjunction with his\n                  office of \n\n                                       46\n\n \n                  Director for such period and upon such terms as the Board may\n                  determine, and may be paid such extra remuneration therefor\n                  (whether by way of salary, commission, participation in\n                  profits or otherwise) as the Board may determine, and such\n                  extra remuneration shall be in addition to any remuneration\n                  provided for by or pursuant to any other Bye-Law.\n\n         (2)      A Director may act by himself or his firm in a professional\n                  capacity for the Company (otherwise than as auditor) and he or\n                  his firm shall be entitled to remuneration for professional\n                  services as if he were not a Director.\n\n         (3)      Subject to the provisions of the Companies Acts, a Director\n                  may notwithstanding his office be a party to, or otherwise\n                  interested in, any transaction or arrangement with the Company\n                  or in which the Company is otherwise interested; and be a\n                  director or other officer of, or employed by, or a party to\n                  any transaction or arrangement with, or otherwise interested\n                  in, any body corporate promoted by the Company or in which the\n                  Company is interested. The Board may also cause the voting\n                  power conferred by the shares in any other company held or\n                  owned by the Company to be exercised in such manner in all\n                  respects as it thinks fit, including the exercise thereof in\n                  favour of any resolution appointing the Directors or any of\n                  them to be directors or officers of such other company, or\n                  voting or providing for the payment of remuneration to the\n                  directors or officers of such other company.\n\n         (4)      So long as, where it is necessary, he declares the nature of\n                  his interest at the first opportunity at a meeting of the\n                  Board or by writing to the Directors as required by the\n                  Companies Acts, a Director shall not by reason of his office\n                  be accountable to the Company for any benefit which he derives\n                  from any office or employment to which these Bye-Laws allow\n                  him to be appointed or \n\n                                       47\n\n \n                  from any transaction or arrangement in which these Bye-Laws\n                  allow him to be interested, and no such transaction or\n                  arrangement shall be liable to be avoided on the ground of any\n                  interest or benefit.\n                  \n         (5)      A Director who has disclosed his interest in a transaction or\n                  arrangement with the Company, or in which the Company is\n                  otherwise interested, may be counted in the quorum and vote at\n                  any meeting at which such transaction or arrangement is\n                  considered by the Board; provided that, notwithstanding the\n                  foregoing, (i) when the Board is considering a resolution to\n                  fill a vacancy on the Board or (ii) the Board is voting on a\n                  resolution for the nomination or recommendation of the slate\n                  of Directors as required under Bye-Law 81, Gary Winnick, so\n                  long as he is a Director, shall not be entitled to vote on any\n                  of such resolutions and may not be counted in the quorum of\n                  the meeting.\n\n         (6)      Subject to the Companies Acts and any further disclosure\n                  required thereby, a general notice to the Directors by a\n                  Director or Officer declaring that he is a director or officer\n                  or has an interest in a person and is to be regarded as\n                  interested in any transaction or arrangement made with that\n                  person, shall be a sufficient declaration of interest in\n                  relation to any transaction or arrangement so made.\n\n         (7)      For the purposes of these Bye-Laws, without limiting the\n                  generality of the foregoing, a Director is deemed to have an\n                  interest in a transaction or arrangement with the Company if\n                  he is the holder of or beneficially interested in five per\n                  cent or more of any class of the equity share capital of any\n                  body corporate (or any other body corporate through which his\n                  interest is derived) or of the voting rights available to\n                  members of the relevant body corporate with which the Company\n                  is proposing to enter into a transaction or arrangement,\n                  provided that there shall be disregarded any shares held by\n                  such Director as bare or custodian trustee and in which he has\n                  no \n\n                                       48\n\n \n                  beneficial interest, any shares comprised in a trust in\n                  which the Director's interest is in reversion or remainder if\n                  and so long as some other person is entitled to receive the\n                  income thereof, and any shares comprised in an authorised unit\n                  trust in which the Director is only interested as a unit\n                  holder. For the purposes of this Bye-Law, an interest of a\n                  person who is connected with a Director shall be treated as an\n                  interest of the Director.\n\n                        POWERS AND DUTIES OF THE BOARD\n\n93.      Subject to the provisions of the Companies Acts and these Bye-Laws and\n         to any directions given by the Company by Resolution, the Board shall\n         manage the business of the Company and may pay all expenses incurred in\n         promoting and incorporating the Company and may exercise all the powers\n         of the Company. No alteration of these Bye-Laws and no such direction\n         shall invalidate any prior act of the Board which would have been valid\n         if that alteration had not been made or that direction had not been\n         given. The powers given by this Bye-Law shall not be limited by any\n         special power given to the Board by these Bye-Laws and a meeting of the\n         Board at which a quorum is present shall be competent to exercise all\n         the powers, authorities and discretions for the time being vested in or\n         exercisable by the Board.\n\n94.      The Board may exercise all the powers of the Company to borrow money\n         and to mortgage or charge all or any part of the undertaking, property\n         and assets (present and future) and uncalled capital of the Company and\n         to issue debentures and other securities, whether outright or as\n         collateral security for any debt, liability or obligation of the\n         Company or of any other persons.\n\n95.      All cheques, promissory notes, drafts, bills of exchange and other\n         instruments, whether negotiable or transferable or not, and all\n         receipts for \n\n                                       49\n\n \n         money paid to the Company shall be signed, drawn, accepted, endorsed or\n         otherwise executed, as the case may be, in such manner as the Board\n         shall from time to time by resolution determine.\n         \n                      GRATUITIES, PENSIONS AND INSURANCE\n\n96.      (1)      The Board may (by establishment of or maintenance of schemes\n                  or otherwise) provide benefits, whether by the payment of\n                  gratuities or pensions or by insurance or otherwise, for any\n                  past or present Director or employee of the Company or any of\n                  its subsidiaries or any body corporate associated with, or any\n                  business acquired by, any of them, and for any member of his\n                  family (including a spouse and a former spouse) or any person\n                  who is or was dependent on him, and may (as well before as\n                  after he ceases to hold such office or employment) contribute\n                  to any fund and pay premiums for the purchase or provision of\n                  any such benefit.\n\n         (2)      Without prejudice to the provisions of Bye-Laws 141 and 142,\n                  the Board shall have the power to purchase and maintain\n                  insurance for or for the benefit of any persons who are or\n                  were at any time Directors, Officers, or employees of the\n                  Company, or of any other Company which is its holding company\n                  or in which the Company or such holding company has any\n                  interest whether direct or indirect or which is in any way\n                  allied to or associated with the Company, or of any subsidiary\n                  undertaking of the Company or any such other company, or who\n                  are or were at any time trustees of any pension fund in which\n                  employees of the Company or any such other company or\n                  subsidiary undertaking are interested, including (without\n                  prejudice to the generality of the foregoing) insurance\n                  against any liability incurred by such persons in respect of\n                  any act or omission in the actual or purported execution or\n                  discharge of their duties or in the \n\n                                       50\n\n \n                  exercise or purported exercise of their powers or otherwise in\n                  relation to their duties, powers or offices in relation to the\n                  Company or any such other company, subsidiary undertaking or\n                  pension fund.\n                  \n         (3)      No Director or former Director shall be accountable to the\n                  Company or the Shareholders for any benefit provided pursuant\n                  to this Bye-Law and the receipt of any such benefit shall not\n                  disqualify any person from being or becoming a Director of the\n                  Company.\n\n                       DELEGATION OF THE BOARD'S POWERS\n\n97.      The Board may by power of attorney appoint any company, firm or person\n         or any fluctuating body of persons, whether nominated directly or\n         indirectly by the Board, to be the attorney or attorneys of the Company\n         for such purposes and with such powers, authorities and discretions\n         (not exceeding those vested in or exercisable by the Board under these\n         Bye-Laws) and for such period and subject to such conditions as it may\n         think fit, and any such power of attorney may contain such provisions\n         for the protection and convenience of persons dealing with any such\n         attorney and of such attorney as the Board may think fit, and may also\n         authorise any such attorney to sub-delegate all or any of the powers,\n         authorities and discretions vested in him.\n         \n98.      The Board may entrust to and confer upon any Director, Officer or,\n         without prejudice to the provisions of Bye-Law 99, other individual any\n         of the powers exercisable by it upon such terms and conditions with\n         such restrictions as it thinks fit, and either collaterally with, or to\n         the exclusion of, its own powers, and may from time to time revoke or\n         vary all or any of such powers but no person dealing in good faith and\n         without notice of such revocation or variation shall be affected\n         thereby.\n\n                                       51\n\n \n99.      The Board may delegate any of its powers, authorities and discretions\n         to committees, consisting of such person or persons (whether a member\n         or members of its body or not) as it thinks fit. Any committee so\n         formed shall, in the exercise of the powers, authorities and\n         discretions so delegated, and in conducting its proceedings conform to\n         any regulations which may be imposed upon it by the Board. If no\n         regulations are imposed by the Board the proceedings of a committee\n         with two or more members shall be, as far as is practicable, governed\n         by the Bye-Laws regulating the proceedings of the Board.\n\n                           PROCEEDINGS OF THE BOARD\n\n100.     The Board may meet for the despatch of business, adjourn and otherwise\n         regulate its meetings as it thinks fit. Questions arising at any\n         meeting shall be determined by the affirmative vote of a majority of\n         the Directors then in office. In the case of an equality of votes the\n         motion shall be deemed to have been lost. A Director may, and the\n         Secretary on the requisition of a Director shall, at any time summon a\n         meeting of the Board.\n\n101.     Notice of a meeting of the Board shall be deemed to be duly given to a\n         Director if it is given to him personally or by word of mouth or sent\n         to him by post, cable, telex, telecopier or other mode of representing\n         or reproducing words in a legible and non-transitory form at his last\n         known address or any other address given by him to the Company for this\n         purpose. A Director may retrospectively waive the requirement for\n         notice of any meeting by consenting in writing to the business\n         conducted at the meeting.\n\n102.     (1)      The quorum necessary for the transaction of the business\n                  of the Board may be fixed by the Board and, unless so fixed at\n                  any other number, shall be two individuals. Any Director who\n                  ceases to be a \n\n                                       52\n\n \n                  Director at a meeting of the Board may continue to be present\n                  and to act as a Director and be counted in the quorum until\n                  the termination of the meeting if no other Director objects\n                  and if otherwise a quorum of Directors would not be present.\n\n         (2)      The Resident Representative shall, upon delivering written\n                  notice of an address for the purposes of receipt of notice, to\n                  the Registered Office, be entitled to receive notice of,\n                  attend and be heard at, and to receive minutes of all meetings\n                  of the Board.\n\n103.     So long as a quorum of Directors remains in office, the continuing\n         Directors may act notwithstanding any vacancy in the Board but, if no\n         such quorum remains, the continuing Directors or a sole continuing\n         Director may act only for the purpose of calling a general meeting.\n\n104.     The Chairman or Co-Chairman (or President) or, in his absence, the\n         Deputy Chairman or Co-Chairman (or Vice-President), shall preside as\n         chairman at every meeting of the Board. If at any meeting the Chairman\n         or Deputy Chairman (or the President or Vice-President) is not present\n         within five minutes after the time appointed for holding the meeting,\n         or is not willing to act as chairman, the Directors present may choose\n         one of their number to be chairman of the meeting.\n\n105.     The meetings and proceedings of any committee consisting of two or more\n         members shall be governed by the provisions contained in these Bye-Laws\n         for regulating the meetings and proceedings of the Board so far as the\n         same are applicable and are not superseded by any regulations imposed\n         by the Board.\n\n106.     A resolution in writing signed by all the Directors for the time being\n         entitled to receive notice of a meeting of the Board or by all the\n         members of a \n\n                                       53\n\n \n         committee for the time being shall be as valid and effectual as a\n         resolution passed at a meeting of the Board or, as the case may be, of\n         such committee duly called and constituted. Such resolution may be\n         contained in one document or in several documents in the like form each\n         signed by one or more of the Directors or members of the committee\n         concerned.\n\n107.     A meeting of the Board or a committee appointed by the Board may be\n         held by means of such telephone, electronic or other communication\n         facilities as permit all persons participating in the meeting to\n         communicate with each other simultaneously and instantaneously and\n         participation in such a meeting shall constitute presence in person at\n         such meeting. Such a meeting shall be deemed to take place where the\n         largest group of those participating in the meeting is physically\n         assembled, or, if there is no such group, where the chairman of the\n         meeting then is. The word \"meeting\" in these Bye-Laws shall be\n         construed accordingly.\n\n108.     All acts done by the Board or by any committee or by any person acting\n         as a Director or member of a committee or any person duly authorised by\n         the Board or any committee, shall, notwithstanding that it is\n         afterwards discovered that there was some defect in the appointment of\n         any member of the Board or such committee or person acting as aforesaid\n         or that they or any of them were disqualified or had vacated their\n         office, be as valid as if every such person had been duly appointed and\n         was qualified and had continued to be a Director, member of such\n         committee or person so authorised.\n\n109.     The Company may by Resolution suspend or relax to any extent, either\n         generally or in respect of any particular matter, any provision of\n         these Bye-Laws prohibiting a Director from voting at a meeting of the\n         Board or of a committee of the Board, or ratify any transaction not\n         duly authorised by reason of a contravention of any such provisions.\n\n                                       54\n\n \n110.     Where proposals are under consideration concerning the appointment\n         (including fixing or varying the terms of appointment) of two or more\n         Directors to offices or employments with the Company or any body\n         corporate in which the Company is interested, the proposals may be\n         divided and considered in relation to each Director separately and in\n         such cases each of the Directors concerned (if not debarred from\n         voting) provision of paragraph 5 of Bye-Law 97 shall be entitled to\n         vote and be counted in the quorum in respect of each resolution except\n         that concerning his own appointment.\n\n111.     If a question arises at a meeting of the Board or a committee of the\n         Board as to the entitlement of a Director to vote or be counted in a\n         quorum, the question may, before the conclusion of the meeting, be\n         referred to the chairman of the meeting and his ruling in relation to\n         any Director other than himself shall be final and conclusive except in\n         a case where the nature or extent of the interests of the Director\n         concerned have not been fairly disclosed. If any such question arises\n         in respect of the chairman of the meeting, it shall be decided by\n         resolution of the Board (on which the chairman shall not vote) and such\n         resolution will be final and conclusive except in a case where the\n         interests of the chairman have not been fairly disclosed.\n\n                                   OFFICERS\n\n112.     The Officers of the Company shall include a President and a Vice-\n         President or a Chairman and Co-Chairman and a Deputy Chairman who shall\n         be Directors and shall be elected by the Board as soon as possible\n         after the statutory meeting and each Annual General Meeting. In\n         addition, the Board may appoint any person whether or not he is a\n         Director to hold such office as \n\n                                       55\n\n \n         the Board may from time to time determine. Any person elected or\n         appointed pursuant to this Bye-Law shall hold office for such period\n         and upon such terms as the Board may determine and the Board may revoke\n         or terminate any such election or appointment. Any such revocation or\n         termination shall be without prejudice to any claim for damages that\n         such Officer may have against the Company or the Company may have\n         against such Officer for any breach of any contract of service between\n         him and the Company which may be involved in such revocation or\n         termination. Save as provided in the Companies Acts or these Bye-Laws,\n         the powers and duties of the Officers of the Company shall be such (if\n         any) as are determined from time to time by the Board.\n\n                              EXECUTIVE DIRECTORS\n\n113.     Subject to the provisions of the Companies Acts, the Board may appoint\n         one or more of its body to be the holder of any executive office\n         (except that of auditor) under the Company and may enter into any\n         agreement or arrangement with any Director for his employment by the\n         Company or for the provision by him of any services outside the scope\n         of the ordinary duties of a Director. Any such appointment, agreement\n         or arrangement may be made upon such terms, including terms as to\n         remuneration, as the Board determines, and any remuneration which is so\n         determined may be in addition to or in lieu of any ordinary\n         remuneration as a Director. The Board may revoke or vary any such\n         appointment but without prejudice to any rights or claims which the\n         person whose appointment is revoked or varied may have against the\n         Company by reason thereof.\n\n114.     Any appointment of a Director to an executive office shall terminate if\n         he ceases to be a Director but without prejudice to any rights or\n         claims which he may have against the Company by reason of such cesser.\n         A Director \n\n                                       56\n\n \n         appointed to an executive office shall not ipso facto cease to be a\n         Director if his appointment to such executive office terminates.\n         \n115.     The emoluments of any Director holding executive office for his\n         services as such shall be determined by the Board, and may be of any\n         description, and (without limiting the generality of the foregoing) may\n         include admission to or continuance of membership of any scheme\n         (including any share acquisition scheme) or fund instituted or\n         established or financed or contributed to by the Company for the\n         provision of pensions, life assurance or other benefits for employees\n         or their dependants, or the payment of a pension or other benefits to\n         him or his dependants on or after retirement or death, apart from\n         membership or any such scheme or fund.\n         \n                                    MINUTES\n\n116.     The Board shall cause minutes to be made and books kept for the purpose\n         of recording -\n         \n         (1)   all appointments of Officers made by the Board;\n\n         (2)   the names of the Directors and other persons (if any) present at\n               each meeting of the Board and of any committee;\n\n         (3)   all proceedings at meetings of the Company, of the holders of any\n               class of shares in the Company, of the Board and of committees\n               appointed by the Board or the Shareholders;\n\n         (4)   all proceedings of its managers (if any).\n\n         Shareholders shall only be entitled to see the register of Directors\n         and Officers, the Register, the financial information provided for in\n         Bye-Law 132 and the minutes of meetings of the Shareholders of the\n         Company.\n\n                                       57\n\n \n                     SECRETARY AND RESIDENT REPRESENTATIVE\n\n117.     The Secretary (including one or more deputy or assistant secretaries)\n         and, if required, the Resident Representative, shall be appointed by\n         the Board at such remuneration (if any) and upon such terms as it may\n         think fit and any Secretary and Resident Representative so appointed\n         may be removed by the Board. The duties of the Secretary and the duties\n         of the Resident Representative shall be those prescribed by the\n         Companies Acts together with such other duties as shall from time to\n         time be prescribed by the Board.\n\n118.     A provision of the Companies Acts or these Bye-Laws requiring or\n         authorising a thing to be done by or to a Director and the Secretary\n         shall not be satisfied by its being done by or to the same person\n         acting both as Director and as, or in the place of, the Secretary.\n\n                                   THE SEAL\n\n119.     (1)      The Seal shall consist of a circular metal device with the\n                  name of the Company around the outer margin thereof and the\n                  country and year of incorporation across the centre thereof.\n                  Should the Seal not have been received at the Registered\n                  Office in such form at the date of adoption of this Bye-Law\n                  then, pending such receipt, any document requiring to be\n                  sealed with the Seal shall be sealed by affixing a red wafer\n                  seal to the document with the name of the Company, and the\n                  country and year of incorporation type written across the\n                  centre thereof.\n\n         (2)      The Board shall provide for the custody of every Seal. A Seal\n                  shall only be used by authority of the Board or of a committee\n                  constituted by the Board. Subject to these Bye-Laws, any\n                  instrument to which a Seal is affixed shall be signed by\n                  either two Directors, or by the \n\n                                       58\n\n \n                  Secretary and one Director, or by the Secretary or by any one\n                  person whether or not a Director or Officer, who has been\n                  authorised either generally or specifically to affirm the use\n                  of a Seal; provided that the Secretary or a Director may affix\n                  a Seal over his signature alone to authenticate copies of\n                  these Bye-Laws, the minutes of any meeting or any other\n                  documents requiring authentication.\n                  \n\n                         DIVIDENDS AND OTHER PAYMENTS\n\n\n120.     The Board may from time to time declare dividends or distributions out\n         of contributed surplus to be paid to the Shareholders according to\n         their rights and interests including such interim dividends as appear\n         to the Board to be justified by the position of the Company. The Board,\n         in its discretion, may determine that any dividend shall be paid in\n         cash or shall be satisfied, subject to Bye-Law 128, in paying up in\n         full shares in the Company to be issued to the Shareholders credited as\n         fully paid or partly paid or partly in one way and partly the other.\n         The Board may also pay any fixed cash dividend which is payable on any\n         shares of the Company half yearly or on such other dates, whenever the\n         position of the Company, in the opinion of the Board, justifies such\n         payment.\n\n121.     Except insofar as the rights attaching to, or the terms of issue of,\n         any share otherwise provide:-\n\n         (1)      all dividends or distributions out of contributed surplus may\n                  be declared and paid according to the amounts paid up on the\n                  shares in respect of which the dividend or distribution is\n                  paid, and an amount paid up on a share in advance of calls may\n                  be treated for the purpose of this Bye-Law as paid-up on the\n                  share;\n\n         (2)      dividends or distributions out of contributed surplus may be\n                  apportioned and paid pro rata according to the amounts paid-up\n                  on \n\n                                       59\n\n \n                  the shares during any portion or portions of the period in\n                  respect of which the dividend or distribution is paid.\n\n122.     The Board may deduct from any dividend, distribution or other monies\n         payable to a Shareholder by the Company on or in respect of any shares\n         all sums of money (if any) presently payable by him to the Company on\n         account of calls or otherwise in respect of shares of the Company.\n\n123.     No dividend, distribution or other monies payable by the Company on or\n         in respect of any share shall bear interest against the Company.\n\n124.     Any dividend, distribution or interest, or part thereof payable in\n         cash, or any other sum payable in cash to the holder of shares may be\n         paid by cheque or warrant sent through the post addressed to the holder\n         at his address in the Register or, in the case of joint holders,\n         addressed to the holder whose name stands first in the Register in\n         respect of the shares at his registered address as appearing in the\n         Register or addressed to such person at such address as the holder or\n         joint holders may in writing direct. Every such cheque or warrant\n         shall, unless the holder or joint holders otherwise direct, be made\n         payable to the order of the holder or, in the case of joint holders, to\n         the order of the holder whose name stands first in the Register in\n         respect of such shares, and shall be sent at his or their risk and\n         payment of the cheque or warrant by the bank on which it is drawn shall\n         constitute a good discharge to the Company. Any one of two or more\n         joint holders may give effectual receipts for any dividends,\n         distributions or other monies payable or property distributable in\n         respect of the shares held by such joint holders.\n\n125.     Any dividend or distribution out of contributed surplus unclaimed for a\n         period of six years from the date of declaration of such dividend or\n         distribution shall be forfeited and shall revert to the Company and the\n\n                                       60\n\n \n         payment by the Board of any unclaimed dividend, distribution, interest\n         or other sum payable on or in respect of the share into a separate\n         account shall not constitute the Company a trustee in respect thereof.\n\n126.     The Board may also, in addition to its other powers, direct payment or\n         satisfaction of any dividend or distribution out of contributed surplus\n         wholly or in part by the distribution of specific assets, and in\n         particular of paid-up shares or debentures of any other company, and\n         where any difficulty arises in regard to such distribution or dividend\n         the Board may settle it as it thinks expedient, and in particular, may\n         authorise any person to sell and transfer any fractions or may ignore\n         fractions altogether, and may fix the value for distribution or\n         dividend purposes of any such specific assets and may determine that\n         cash payments shall be made to any Shareholders upon the footing of the\n         values so fixed in order to secure equality of distribution and may\n         vest any such specific assets in trustees as may seem expedient to the\n         Board provided that such dividend or distribution may not be satisfied\n         by the distribution of any partly paid shares or debentures of any\n         company without the sanction of a Resolution.\n\n                                   RESERVES\n\n127.     The Board may, before recommending or declaring any dividend or\n         distribution out of contributed surplus, set aside such sums as it\n         thinks proper as reserves which shall, at the discretion of the Board,\n         be applicable for any purpose of the Company and pending such\n         application may, also at such discretion, either be employed in the\n         business of the Company or be invested in such investments as the Board\n         may from time to time think fit. The Board may also without placing the\n         same to reserve carry forward any sums which it may think it prudent\n         not to distribute.\n\n                                       61\n\n \n                           CAPITALIZATION OF PROFITS\n\n128.     The Board may, from time to time, resolve to capitalise all or any part\n         of any amount for the time being standing to the credit of any reserve\n         or fund which is available for distribution or to the credit of any\n         share premium account and accordingly that such amount be set free for\n         distribution amongst the Shareholders or any class of Shareholders who\n         would be entitled thereto if distributed by way of dividend and in the\n         same proportions, on the footing that the same be not paid in cash but\n         be applied either in or towards paying up amounts for the time being\n         unpaid on any shares in the Company held by such Shareholders\n         respectively or in payment up in full of unissued shares, debentures or\n         other obligations of the Company, to be allotted and distributed\n         credited as fully paid amongst such Shareholders, or partly in one way\n         and partly in the other, provided that for the purpose of this Bye-Law,\n         a share premium account may be applied only in paying up of unissued\n         shares to be issued to such Shareholders credited as fully paid and\n         provided further that any sum standing to the credit of a share premium\n         account may only be applied in crediting as fully paid shares of the\n         same class as that from which the relevant share premium was derived.\n\n129.     Where any difficulty arises in regard to any distribution under the\n         last preceding Bye-Law, the Board may settle the same as it thinks\n         expedient and, in particular, may authorise any person to sell and\n         transfer any fractions or may resolve that the distribution should be\n         as nearly as may be practicable in the correct proportion but not\n         exactly so or may ignore fractions altogether, and may determine that\n         cash payments should be made to any Shareholders in order to adjust the\n         rights of all parties, as may seem expedient to the Board. The Board\n         may appoint any person to sign on behalf of the persons entitled to\n         participate in the distribution any contract \n\n                                       62\n\n \n         necessary or desirable for giving effect thereto and such appointment\n         shall be effective and binding upon the Shareholders.\n\n         \n                                 RECORD DATES\n\n130.     Notwithstanding any other provisions of these Bye-Laws, the Company may\n         by Resolution or the Board may fix any date as the record date for any\n         dividend, distribution, allotment or issue and for the purpose of\n         identifying the persons entitled to receive notices of, and entitled to\n         vote at, General Meetings or entitled to express consent to corporate\n         action in writing without a meeting. Any such record date may be on or\n         at any time (i) not more than 60 days before any date on which such\n         dividend, distribution, allotment or issue is declared, paid or made,\n         (ii) not more than 60 days nor less than 10 days before the date of any\n         such meetings and (iii) not more than 10 days after the date on which\n         the resolution fixing the record date for a shareholder action by\n         written consent is adopted by the Board.\n\n\n                              ACCOUNTING RECORDS\n\n131.     The Board shall cause to be kept accounting records sufficient to give\n         a true and fair view of the state of the Company's affairs and to show\n         and explain its transactions, in accordance with the Companies Acts.\n\n132.     The records of account shall be kept at the Registered Office or at\n         such other place or places as the Board thinks fit, and shall at all\n         times be open to inspection by the Directors; PROVIDED that if the\n         records of account are kept at some place outside Bermuda, there shall\n         be kept at an office of the Company in Bermuda such records as will\n         enable the Directors to ascertain with reasonable accuracy the\n         financial position of the Company at the end of each three month\n         period. No Shareholder (other than an Officer of the \n\n                                       63\n\n \n         Company) shall have any right to inspect any accounting record or book\n         or document of the Company except as conferred by law or authorised by\n         the Board or by Resolution.\n\n133.     A copy of every balance sheet and statement of income and expenditure,\n         including every document required by law to be annexed thereto, which\n         is to be laid before the Company in general meeting, together with a\n         copy of the auditors' report, shall be sent to each person entitled\n         thereto in accordance with the requirements of the Companies Acts.\n\n                                     AUDIT\n\n134.     Save and to the extent that an audit is waived in the manner permitted\n         by the Companies Acts, auditors shall be appointed and their duties\n         regulated in accordance with the Companies Acts, any other applicable\n         law and such requirements not inconsistent with the Companies Acts as\n         the Board may from time to time determine.\n\n                    SERVICE OF NOTICES AND OTHER DOCUMENTS\n\n135.     Any notice or other document (including a share certificate) may be\n         served on or delivered to any Shareholder by the Company either\n         personally or by sending it through the post (by airmail where\n         applicable) in a pre-paid letter addressed to such Shareholder at his\n         address as appearing in the Register or by delivering it to or leaving\n         it at such registered address. In the case of joint holders of a share,\n         service or delivery of any notice or other document on or to one of the\n         joint holders shall for all purposes be deemed as sufficient service on\n         or delivery to all the joint holders. Any notice or other document if\n         sent by post shall be deemed to have been served or delivered seven\n         days after it was put in the post, and in proving such service or\n         delivery, it shall be \n\n                                       64\n\n \n         sufficient to prove that the notice or document was properly addressed,\n         stamped and put in the post. In counting the period of notice that may\n         be served on or delivered to any Shareholder by the Company pursuant to\n         these Bye-laws, the date of posting and the date of receipt of the\n         applicable notice shall be included in such period of notice.\n\n136.     Any notice of a general meeting of the Company shall be deemed to be\n         duly given to a Shareholder, or other person entitled to it, if it is\n         sent to him by cable, telex, telecopier or other mode of representing\n         or reproducing words in a legible and non-transitory form at his\n         address as appearing in the Register or any other address given by him\n         to the Company for this purpose. Any such notice shall be deemed to\n         have been served twenty-four hours after its despatch.\n\n137.     Any notice or other document delivered, sent or given to a Shareholder\n         in any manner permitted by these Bye-Laws shall, notwithstanding that\n         such Shareholder is then dead or bankrupt or that any other event has\n         occurred, and whether or not the Company has notice of the death or\n         bankruptcy or other event, be deemed to have been duly served or\n         delivered in respect of any share registered in the name of such\n         Shareholder as sole or joint holder unless his name shall, at the time\n         of the service or delivery of the notice or document, have been removed\n         from the Register as the holder of the share, and such service or\n         delivery shall for all purposes be deemed as sufficient service or\n         delivery of such notice or document on all persons interested (whether\n         jointly with or as claiming through or under him) in the share.\n\n                           DESTRUCTION OF DOCUMENTS\n\n138.     The Company shall be entitled to destroy all instruments of transfer of\n         shares which have been registered, and all other documents on the basis\n         of \n\n                                       65\n\n \n         which any entry is made in the Register, at any time after the\n         expiration of six years from the date of registration thereof and all\n         dividends mandates or variations or cancellations thereof and\n         notifications of change of address at any time after the expiration of\n         two years from the date of recording thereof and all share certificates\n         which have been cancelled at any time after the expiration of one year\n         from the date of cancellation thereof and all paid dividends, warrants\n         and cheques at any time after the expiration of one year from the date\n         of actual payment thereof and all instruments of proxy which have been\n         used for the purpose of a poll at any time after the expiration of one\n         year from the date of such use and all instruments of proxy which have\n         not been used for the purpose of a poll at any time after one month\n         from the end of the meeting to which the instrument of proxy relates\n         and at which no poll was demanded. It shall conclusively be presumed in\n         favour of the Company that every entry in the Register purporting to\n         have been made on the basis of an instrument of transfer or other\n         document so destroyed was duly and properly made, that every instrument\n         of transfer so destroyed was a valid and effective instrument duly and\n         properly registered, that every share certificate so destroyed was a\n         valid and effective certificate duly and properly cancelled and that\n         every other document hereinbefore mentioned so destroyed was a valid\n         and effective document in accordance with the recorded particulars\n         thereof in the books or records of the Company, provided always that:-\n\n         (a)      the provisions aforesaid shall apply only to the destruction\n                  of a document in good faith and without notice of any claim\n                  (regardless of the parties thereto) to which the document\n                  might be relevant;\n\n         (b)      nothing herein contained shall be construed as imposing upon\n                  the Company any liability in respect of the destruction of any\n                  such document earlier than as aforesaid or in any other\n                  circumstances which would not attach to the Company in the\n                  absence of this Bye-Law; and\n\n                                       66\n\n \n         (c)      references herein to the destruction of any document include\n                  references to the disposal thereof in any manner.\n\n                             UNTRACED SHAREHOLDERS\n\n139.     (1)      The Company shall be entitled to sell at the best price\n                  reasonably obtainable, or if the shares are listed on a Stock\n                  Exchange to purchase at the trading price on the date of\n                  purchase, the shares of a Shareholder or the shares to which a\n                  person is entitled by virtue of transmission on death,\n                  bankruptcy, or otherwise by operation of law if and provided\n                  that:-\n\n                  (a)      during the period of 12 years prior to the date of\n                           the publication of the advertisements referred to in\n                           paragraph (b) below (or, if published on different\n                           dates, the first thereof) at least three dividends in\n                           respect of the shares in question have been declared\n                           and all dividends, warrants and cheques which have\n                           been sent in the manner authorised by these Bye-Laws\n                           in respect of the shares in question have remained\n                           uncashed; and\n\n                  (b)      the Company shall as soon as practicable after expiry\n                           of the said period of 12 years have inserted\n                           advertisements both in a national daily newspaper and\n                           in a newspaper circulating in the area of the last\n                           known address of such Shareholder or other person\n                           giving notice of its intention to sell or purchase\n                           the shares; and\n\n                  (c)      during the said period of 12 years and the period of\n                           three months following the publication of the said\n                           advertisements the Company shall have received no\n                           indication either of the whereabouts or of the\n                           existence of such Shareholder or person; and\n\n                                       67\n\n \n                  (d)      if the shares are listed on a Stock Exchange, notice\n                           shall have been given to the relevant department of\n                           such Stock Exchange of the Company's intention to\n                           make such sale or purchase prior to the publication\n                           of advertisements.\n\n                  If during any 12-year period referred to in paragraph (a)\n                  above, further shares have been issued in right of those held\n                  at the beginning of such period or of any previously issued\n                  during such period and all the other requirements of this\n                  Bye-Law (other than the requirement that they be in issue for\n                  12 years) have been satisfied in regard to the further shares,\n                  the Company may also sell or purchase the further shares.\n\n         (2)      To give effect to any such sale or purchase, the Board may\n                  authorise some person to execute an instrument of transfer of\n                  the shares sold or purchased to, or in accordance with the\n                  directions of, the purchaser and an instrument of transfer\n                  executed by that person shall be as effective as if it had\n                  been executed by the holder of, or person entitled by\n                  transmission to, the shares. The transferee of any shares sold\n                  shall not be bound to see to the application of the purchase\n                  money, nor shall his title to the shares be affected by any\n                  irregularity in, or invalidity of, the proceedings in\n                  reference to the sale.\n\n         (3)      The net proceeds of sale or purchase of shares shall belong to\n                  the Company which, for the period of six years after the\n                  transfer or purchase, shall be obliged to account to the\n                  former Shareholder or other person previously entitled as\n                  aforesaid for an amount equal to such proceeds and shall enter\n                  the name of such former Shareholder or other person in the\n                  books of the Company as a creditor for such amount. No trust\n                  shall be created in respect of the debt, no interest shall be\n                  payable in respect of the same and the Company shall not be\n                  required to account for any money earned on the net proceeds,\n                  which \n\n                                       68\n\n \n                  may be employed in the business of the Company or invested in\n                  such investments as the Board from time to time thinks fit.\n                  After the said six-year period has passed, the net proceeds of\n                  share shall become the property of the Company, absolutely,\n                  and any rights of the former Shareholder or other person\n                  previously entitled as aforesaid shall terminate completely.\n\n                                  WINDING UP\n\n140.     If the Company shall be wound up, the liquidator may, with the sanction\n         of a Resolution of the Company and any other sanction required by the\n         Companies Acts, divide amongst the Shareholders in specie or kind the\n         whole or any part of the assets of the Company (whether they shall\n         consist of property of the same kind or not) and may for such purposes\n         set such values as he deems fair upon any property to be divided as\n         aforesaid. Following settlement by the liquidator of the liabilities of\n         the Company, the remaining assets of the Company shall be distributed\n         to the Shareholders pro rata their shareholdings. The liquidator may,\n                             --------\n         with the like sanction, vest the whole or any part of such assets in\n         trustees upon such trust for the benefit of the contributories as the\n         liquidator, with the like sanction, shall think fit, but so that no\n         Shareholder shall be compelled to accept any shares or other assets\n         upon which there is any liability.\n\n                                   INDEMNITY\n\n141.     Subject to the proviso below, every Director, Officer, member of a\n         committee constituted under Bye-Law 99 and any Resident Representative\n         of the Company shall be indemnified out of the funds of the Company\n         against all liabilities, loss, damage or expense (including but not\n         limited to liabilities under contract, tort and statute or any\n         applicable foreign law or \n\n                                       69\n\n \n         regulation and all reasonable legal and other costs and expenses\n         properly payable) incurred or suffered by him as such Director,\n         Officer, committee member or Resident Representative and the indemnity\n         contained in this Bye-Law shall extend to any person acting as a\n         Director, Officer, committee member or Resident Representative in the\n         reasonable belief that he has been so appointed or elected\n         notwithstanding any defect in such appointment or election; PROVIDED\n         ALWAYS that the indemnity contained in this Bye-Law shall not extend to\n         any matter which would render it void pursuant to the Companies Acts.\n\n142.     Every Director, Officer, member of a committee duly constituted under\n         Bye-Law 99 or Resident Representative of the Company shall be\n         indemnified out of the funds of the Company against all liabilities\n         incurred by him as such Director, Officer, committee member or Resident\n         Representative in defending any proceedings, whether civil or criminal,\n         in which judgement is given in his favour, or in which he is acquitted,\n         or in connection with any application under the Companies Acts in which\n         relief from liability is granted to him by the court.\n\n143.     To the extent that any Director, Officer, member of a committee duly\n         constituted under Bye-Law 99 or Resident Representative is entitled to\n         claim an indemnity pursuant to these Bye-Laws in respect of amounts\n         paid or discharged by him, the relative indemnity shall take effect as\n         an obligation of the Company to reimburse the person making such\n         payment or effecting such discharge.\n\n144.     Each Shareholder and the Company agree to waive any claim or right of\n         action he or it may at any time have, whether individually or by or in\n         the right of the Company, against any Director, Officer or member of a\n         committee duly constituted under Bye-Law 99 on account of any action\n\n                                       70\n\n \n         taken by such Director, Officer or member of a committee or the failure\n         of such Director, Officer or member of a committee to take any action\n         in the performance of his duties with or for the Company; PROVIDED\n         HOWEVER that such waiver shall not apply to any claims or rights of\n         action arising out of the fraud of such Director, Officer or member of\n         a committee duly constituted under Bye-Law 99 or to recover any gain,\n         personal profit or advantage to which such Director, Officer or member\n         of a committee duly constituted under Bye-Law 99 is not legally\n         entitled.\n\n145.     Subject to the Companies Acts, expenses incurred in defending any civil\n         or criminal action or proceeding for which indemnification is required\n         pursuant to Bye-Laws 141 and 142 shall be paid by the Company in\n         advance of the final disposition of such action or proceeding upon\n         receipt of an undertaking by or on behalf of the indemnified party to\n         repay such amount if it shall ultimately be determined that the\n         indemnified party is not entitled to be indemnified pursuant to Bye-\n         Laws 142 and 143 provided that no monies shall be paid hereunder unless\n         payment of the same shall be authorised in the specific case upon a\n         determination that indemnification of the Director or officer would be\n         proper in the circumstances because he has met the standard of conduct\n         which would entitle him to the indemnification thereby provided and\n         such determination shall be made:\n\n         (a)      by the Board, by a majority vote at a meeting duly constituted\n                  by a quorum of Directors not party to the proceedings or\n                  matter with regard to which the indemnification is, or would\n                  be, claimed; or\n\n         (b)      in the case such a meeting cannot be constituted by lack of a\n                  disinterested quorum, by independent legal counsel in a\n                  written opinion; or\n\n         (c)      by a majority vote of the Shareholders.\n\n                                       71\n\n \n         Each Shareholder of the Company, by virtue of its acquisition and\n         continued holding of a share, shall be deemed to have acknowledged and\n         agreed that the advances of funds may be made by the Company as\n         aforesaid, and when made by the Company under this Bye-Law 145 are made\n         to meet expenditures incurred for the purpose of enabling such\n         Director, Officer, or member of a committee duly constituted under\n         Bye-Law 99 to properly perform his or her duties as an officer of the\n         Company.\n\n\n                                 AMALGAMATION\n\n146.     Any Resolution proposed for consideration at any general meeting to\n         approve the amalgamation of the Company with any other company,\n         wherever incorporated, shall require the approval of a simple majority\n         of votes cast at such meeting and the quorum for such meeting shall be\n         that required in Bye-Law 54 and a poll may be demanded in respect of\n         such Resolution in accordance with the provisions of Bye-Law 64.\n\n\n                                 CONTINUATION\n\n147.     Subject to the Companies Act, the Shareholders may by Resolution\n         approve the discontinuation of the Company in Bermuda and the\n         continuation of the Company in a jurisdiction outside Bermuda. The\n         Shareholders, having resolved to approve the discontinuation of the\n         Company, may by Resolution further resolve not to proceed with any\n         application to discontinue the Company in Bermuda or may vary such\n         application as they see fit.\n\n                                       72\n\n \n                            ALTERATION OF BYE-LAWS\n\n\n148.     (1)      These Bye-Laws may be amended, from time to time, by\n                  resolution of the Board, subject to approval by Resolution at\n                  a General Meeting of the Shareholders.\n\n         (2)      The vote or consent of the holders of 75% of the outstanding\n                  capital shares of the Company entitled to vote and the\n                  approval of a majority of the Board shall be required to\n                  effect:-\n\n                  (a)      any amendments to the provisions of Bye-Laws 3, 34,\n                           62, 63, 85, 86, 91, 92, 141 and this Bye-Law 148,\n                           provided that if the provisions of Bye-Law 3, 34 or\n                           63 are so amended or the Board and Shareholders upon\n                           receipt of a written request for approval approve, by\n                           an actual vote as described in Bye-Law 34(2), an\n                           otherwise prohibited transfer under Bye-Law 34(2),\n                           the Company will indemnify each holder of shares who\n                           becomes subject to treatment as a \"United States\n                           shareholder\" for purposes of Section 951 et. seq. of\n                           the Code as a result of such amendment from and\n                           against any and all losses, costs, damages,\n                           liabilities and expenses arising out of, directly or\n                           indirectly, such treatment. Notwithstanding the\n                           foregoing provisions of Bye-Law 148(2)(a), in no\n                           event shall the Company have any indemnity obligation\n                           under this Bye-Law with respect to any transfer of\n                           shares for which approval was required (whether or\n                           not granted) pursuant to Bye-Law 34(2) to any holder\n                           of shares who either (i) received such shares in\n                           connection with such transfer or (ii) voted in favour\n                           of such transfer; and\n\n                  (b)      any amendment to the maximum or minimum number of\n                           Directors specified in Bye-Law 84.\n\n                                       73\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7648],"corporate_contracts_industries":[9519],"corporate_contracts_types":[9573,9574],"class_list":["post-41486","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-global-crossing-ltd","corporate_contracts_industries-telecommunications__telephone","corporate_contracts_types-formation","corporate_contracts_types-formation__bylaws"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41486","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41486"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41486"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41486"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41486"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}