Amended Certificate of Incorporation

ARTICLE FOUR


The total number of shares of stock which the Corporation has authority to issue is 110,000,000, consisting of:


(i) 20,000 shares of Class A Common Stock, par value $0.01 per
share (the "Original Class A Common");


(ii) 10,000 shares of Class A-1 Common Stock, par value $0.01
per share (the "Class A-1 Common");


(iii) 5,000 shares of Class A-2 Common Stock, par value $0.01
per share (the "Class A-2 Common");


(iv) 30,000 shares of Class B Common Stock, par value $0.01
per share (the "Class B Common");


(v) 20,000 shares of Class C Common Stock, par value $0.01 per
share (the "Class C Common");


(vi) 15,000 shares of Class D-1 Common Stock, par value $0.01
per share (the "Class D-1 Common");


(vii) 15,000 shares of Class D-2 Non-Voting Common Stock, par
value $0.01 per share (the "Class D-2 Common");


(viii) 20,000 shares of Class E Common Stock, par value $0.01
per share (the "Class E Common");


(ix) 20,000 shares of Class P Common Stock, par value $0.01
per share (the "Class P Common");


(x) 97,845,000 shares of Class Q-1 Common Stock, par value
$0.01 per share (the "Class Q-1 Common"); and


(xi) 12,000,000 shares of Class Q-2 Non-Voting Common Stock,
par value $0.01 per share (the "Class Q-2 Common").


The Original Class A Common, Class A-1 Common and Class A-2 Common are referred to collectively as the "Class A Common," the Class D-1 Common and Class D-2 Common are referred to collectively as the "Class D Common," the Class Q-1 Common and Class Q-2 Common are referred to collectively as the "Class Q Common" and the Class A Common, Class B Common, Class C Common, Class D Common, Class E Common, Class P Common and Class Q Common and any other common stock issued hereafter are referred to collectively as the "Common Stock." Capitalized terms used but not otherwise defined in this Article Four are defined in Section II.


I. Terms Applicable to the Common Stock.


Except as otherwise provided in this Section I or as otherwise required by applicable law, all shares of Class A Common, Class B Common, Class C Common, Class D Common, Class E Common, Class P Common and Class Q Common shall be identical in all respects and shall entitle the holders thereof to the same rights and privileges, subject to the same qualifications, limitations and restrictions.


Part 1. Voting Rights.


Except as otherwise provided in this Section I or as otherwise required by applicable law, all holders of Class A Common, Class B Common, Class C Common, Class D-1 Common, Class E Common and Class Q-1 Common shall be entitled to one vote per share on all matters to be voted on by the Corporation's stockholders and the holders of Class D-2 Common, Class P Common and Class Q-2 Common shall not be entitled to vote on such matters. The holders of Class A Common, Class B Common, Class C Common, Class D-1 Common, Class E Common and Class Q-1 Common shall vote together as a single class.


Part 2. Distributions. At the time of each Distribution (including, without limitation, Distributions made in connection with the terms of Part 5 of this Section I), 99.9% of such Distribution shall be made to the holders of Class Q Common, ratably based upon the number of shares of Class Q Common outstanding at the time of such Distribution and 0.1% of such Distribution shall be made to the holders of other shares in the following priority:


(A) Class P Common Priority Distributions. Prior to any Distributions pursuant to paragraph 2(B) below, Distributions shall be distributed to the holders of Class P Common in the following priority:


(i) The holders of Class P Common shall be entitled to receive all Distributions, ratably based upon the aggregate Unpaid Class P Yield of the Class P Common held by such holder, until such time as the holders of Class P Common receive, as a group, Distributions equal to the Unpaid Class P Yield, if any, remaining at the time of each such Distribution on Class P Common. The Distributions made pursuant to this paragraph 2(A)(i) to holders of Class P Common shall be designated as a payment of Class P Yield on such shares of Class P Common.


(ii) Following each Distribution described in paragraph 2(A)(i) above, the holders of Class P Common shall be entitled to receive all Distributions, ratably based upon the aggregate Unreturned Original P Cost of the Class P Common held by such holder, until such time as the holders of Class P Common, as a group, receive Distributions equal to the aggregate Unreturned Original P Cost of the Class P Common. The Distributions made pursuant to this paragraph 2(A)(ii) to holders of the Class P Common shall be designated as a return of Original P Cost on such shares of Class P Common.


(B) Distributions After Class P Priority. Following Distribution described in paragraph 2(A) above, Distributions shall be distributed to the holders of Common Stock in the following priority:


(i) Class A Common. At the same time as Distributions are made pursuant to paragraphs 2(B)(ii), 2(B)(iii) and 2(B)(iv) below, the holders of Class A Common shall be


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entitled to receive, as a group, a percentage of all Distributions made to holders of Common Stock, such percentage to be determined by dividing (a) the number of shares of Class A Common outstanding on the record date for the applicable Distribution, by (b) the number of shares of Common Stock outstanding on the record date for the applicable Distribution; provided that at such time as any holder of Class A-2 Common receives, Distributions in respect of such Class A-2 Common equal to the Unreturned Original A-2 Cost on such shares of Class A-2 Common, the holder of such Class A-2 Common shall no longer be entitled to any portion of the Distributions, all rights as a holder of such Class A-2 Common shall cease, such Class A-2 Common shall no longer be deemed to be issued and outstanding and such Class A-2 Common shall then be disregarded for purposes of determining the number of outstanding shares under clauses (a) and (b) above. Subject to the foregoing, the Distributions to the holders of Class A Common shall be distributed ratably among holders of Class A Common on a per share basis.


(ii) Class B Common and Class C Common. At the same time as Distributions are made pursuant to paragraphs 2(B)(i) above and 2(B)(iii) and 2(B)(iv) below, the holders of Class B Common and Class C Common shall be entitled to receive, as a group, a percentage of all Distributions made to holders of Common Stock, such percentage to be determined by dividing (a) the number of outstanding shares of Class B Common and Class C Common on the record date for the applicable Distribution, by (b) the number of shares of Common Stock outstanding on the record date for the applicable Distribution (the "B/C Distributions"); provided that at such time as the holders of Class A-2 Common receive, as a group, Distributions in respect of such Class A-2 Common equal to the Unreturned Original A-2 Cost on such shares of Class A-2 Common, the Class A-2 Common shall then be disregarded for purposes of determining the number of outstanding shares under clause (b) above. The B/C Distributions shall be distributed to the holders of Class B Common and Class C Common in the following priority:


(a) The holders of Class B Common shall be entitled to receive all B/C Distributions, ratably based upon the aggregate Unreturned Original Cost and Unpaid Yield of the Class B Common held by each such holder, until such time as the holders of Class B Common, as a class, receive Distributions equal to the sum of (A) the aggregate Unreturned Original Cost of the Class B Common and (B) the aggregate Unpaid Yield on the Class B Common. The Distributions made pursuant to this paragraph 2(B)(ii)(a) to holders of the Class B Common shall first be designated as a payment of Yield on and then as a return of Original Cost of the Class B Common.


(b) Following the Distributions described in paragraph 2(B)(ii)(a) above, the holders of Class C Common shall be entitled to receive all B/C Distributions, ratably based upon the aggregate Unreturned Original Cost and Unpaid Yield of the Class C Common held by each such holder, until such time as the holders of Class C Common, as a class, receive Distributions equal to the sum of (A) the aggregate Unreturned Original Cost of the Class C Common and (B) the aggregate Unpaid Yield on the Class C Common. The Distributions made pursuant to this paragraph 2(B)(ii)(b) to holders of the Class C Common shall first be designated as a payment of Yield on and then as a return of Original Cost of the Class C Common.


(c) Following the Distributions described in paragraph 2(B)(ii)(b) above, and at the same time as Distributions in paragraph 2(B)(ii)(d) below, the holders of Class B Common


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shall be entitled to receive, as a class, a percentage of all B/C Distributions, such percentage to be determined by dividing (A) the sum of (x) the aggregate Unreturned Original Cost of Onex Loss Investment Stock and (y) the aggregate Unpaid Yield on Onex Loss Investment Stock, by (B) the sum of (x) the aggregate Unreturned Original Cost of Loss Investment Stock and (y) the aggregate Unpaid Yield on Loss Investment Stock, until such time an the holders of Class B Common receive, as a class, Distributions equal to the excess of (C) the sum of (x) the aggregate Unreturned Original Cost of Onex Loss Investment Stock and (y) the aggregate Unpaid Yield on Onex Loss Investment Stock over (D) the aggregate Disposition Value of Onex Loss Investment Stock. The Distributions made pursuant to this paragraph 2(B)(ii)(c) to holders of the Class B Common shall be distributed ratably, based upon the number of outstanding shares of Class B Common held by each such holder, and shall be designated first as payment of Yield on and then as a return of Original Cost of the Onex Loss Investment Stock.


(d) Following the Distributions described in paragraph 2(B)(ii)(b) above, and at the same time as Distributions in paragraph 2(B)(ii)(c) above, the holders of Class C Common shall be entitled to receive, as a class, a percentage of all B/C Distributions, such percentage to be determined by dividing (A) the sum of (x) the aggregate Unreturned Original Cost of J2R Loss Investment Stock and (y) the aggregate Unpaid Yield on J2R Loss Investment Stock, by (B) the sum of (x) the aggregate Unreturned Original Cost of Loss Investment Stock and (y) the aggregate Unpaid Yield on Loss Investment Stock, until such time as the holders of Class C Common receive, as a class, Distributions equal to the excess of (C) the sum of (x) the aggregate Unreturned Original Cost of J2R Loss Investment Stock and (y) the aggregate Unpaid Yield on J2R Loss Investment Stock over (D) the aggregate Disposition Value of J2R Loss Investment Stock. The Distributions made pursuant to this paragraph 2(B)(ii)(d) to holders of Class C Common shall be distributed ratably, based upon the number of outstanding shares of Class C Common held by each such holder, and shall be designated first as payment of Yield on and then as a return of Original Cost of the J2R Loss Investment Stock.


(e) Following the Distributions described in paragraphs 2(B)(ii)(c) and 2(B)(ii)(d) above, the holders of Class C Common shall be entitled to receive all B/C Distributions, ratably based upon the number of shares of Class C Common held by each such holder, until such time as the holders of Class C Common receive, as a class, Distributions equal to 25% of all Distributions made by all Portfolio Companies that were designated (according to the distributing Portfolio Company's Certificate of Incorporation) as payment of Yield on the Class B Common.


(f) Following the Distributions described in paragraph 2(B)(ii)(e) above, and at the same time as Distributions in paragraph 2(B)(ii)(g) below, the holders of Class B Common shall be entitled to receive, as a class, a percentage of all B/C Distributions, such percentage to be determined by dividing (A) the sum of (x) the aggregate Unreturned Original Cost of Onex PLI Stock and (y) the aggregate Unpaid Yield on Onex PLI Stock, by (B) the sum of (x) the aggregate Unreturned Original Cost of PLI Stock and (y) the aggregate Unpaid Yield on PLI Stock, until such time as the holders of Class B Common and Class C Common, as a group, receive Distributions equal to the Shortfall. The Distributions made pursuant to this paragraph 2(B)(ii)(f) to holders of the Class B Common shall be distributed ratably, based upon the number of outstanding shares of Class B Common held by each such holder, and shall be designated first as a payment of Yield on and then as a return of Original Cost of the Onex PLI Stock.


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(g) Following the Distributions described in paragraph 2(B)(ii)(e) above, and at the same time as distributions in paragraph 2(B)(ii)(f) above, the holders of Class C Common shall be entitled to receive, as a class, a percentage of all B/C Distributions, such percentage to be determined by dividing (A) the sum of (x) the aggregate Unreturned Original Cost of J2R PLI Stock and (y) the aggregate Unpaid Yield on J2R PLI Stock, by (B) the sum of (x) the aggregate Unreturned Original Cost of PLI Stock and (y) the aggregate Unpaid Yield on PLI Stock, until such time as the holders of Class B Common and Class C Common, as a group, receive Distributions equal to the Shortfall. The Distributions made pursuant to this paragraph 2(B)(ii)(g) to holders of the Class C Common shall be distributed ratably, based upon the number of outstanding shares of Class C Common held by each such holder, and shall be designated first as a payment of Yield on and then as a return of Original Cost of the J2R PLI Stock.


(h) Following the Distributions described in paragraphs 2(B)(ii)(f) and 2(B)(ii)(g) above, (A) the holders of Class B Common shall be entitled to receive 80% of the B/C Distributions ratably, based upon the number of outstanding shares of Class B Common held by each such holder and (B) the holders of Class C Common shall be entitled to receive 20% of the B/C Distributions ratably, based upon the number of outstanding shares of Class C Common held by each such holder.


(iii) Class D Common and Class E Common. At the same time as Distributions are made pursuant to paragraphs 2(B)(i) and 2(B)(ii) above and 2(B)(iv) below, the holders of Class D Common and Class E Common shall be entitled to receive, as a group, a percentage of all Distributions made to holders of Common Stock, such percentage to be determined by dividing (a) the number of outstanding shares of Class D Common and Class E Common on the record date for the applicable Distribution, by (b) the number of shares of Common Stock outstanding on the record date for the applicable Distribution (the "D/E Distributions"); provided that at such time as the holders of Class A-2 Common receive, as a group, Distributions in respect of such Class A-2 Common equal to the Unreturned Original A-2 Cost on such shares of Class A-2 Common, the Class A-2 Common shall then be disregarded for purposes of determining the number of outstanding shares under clause (b) above. The D/E Distributions shall be distributed to the holders of Class D Common and Class E Common in the following priority:


(a) The holders of Class D Common shall be entitled to receive all D/E Distributions, ratably based upon the aggregate Unpaid Class D/E Yield of the Class D Common held by such holder, until such time as the holders of Class D Common receive, as a group, Distributions equal to the Unpaid Class D/E Yield on Class D Common. The Distributions made pursuant to this paragraph 2(B)(iii)(a) to holders of Class D Common shall be designated as a payment of Class D/E Yield.


(b) Following the Distributions described in paragraph 2(B)(iii)(a) above, the holders of Class E Common shall be entitled to receive all D/E Distributions, ratably based upon the aggregate Unpaid Class D/E Yield of the Class E Common held by such holder, until such time as the holders of Class E Common receive, as a class, Distributions equal to the Unpaid Class D/E Yield on Class E Common. The Distributions made pursuant to this paragraph 2(B)(iii)(b)to holders of Class E Common shall be designated as a payment of Class D/E Yield.


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(c) Following the Distributions described in paragraph 2(B)(iii)(b) above, the holders of Class D Common shall be entitled to receive all D/E Distributions, ratably based upon the aggregate Unreturned Original D/E Cost of the Class D Common held by such holder, until such time as the holders of Class D Common, as a group, receive Distributions equal to the aggregate Unreturned Original D/E Cost of the Class D Common. The Distributions made pursuant to this paragraph 2(B)(iii)(c) to holders of the Class D Common shall be designated as a return of Original D/E Cost of the Class D Common.


(d) Following the Distributions described in paragraph 2(B)(iii)(c) above, the holders of Class E Common shall be entitled to receive all D/E Distributions, ratably based upon the aggregate Unreturned Original D/E Cost of the Class E Common held by such holder, until such time as the holders of Class E Common, as a class, receive Distributions equal to the aggregate Unreturned Original D/E Cost of the Class E Common. The Distributions made pursuant to this paragraph 2(B)(iii)(d) to holders of the Class E Common shall be designated as a return of Original D/E Cost of the Class E Common.


(e) Following the Distributions described in paragraph 2(B)(iii)(d) above, the holders of Class E Common shall be entitled to receive all D/E Distributions, ratably based upon the number of shares of Class E Common held by each such holder, until such time as the holders of Class E Common receive, as a class, Distributions equal to 25% of all Distributions that were designated as payment of Class D/E Yield on the Class D Common.


(f) Following the Distributions described in paragraph 2(B)(iii)(e) above, (A) the holders of Class D Common shall be entitled to receive 80% of the D/E Distributions ratably, based upon the number of outstanding shares of Class D Common held by each such holder and (B) the holders of Class E Common shall be entitled to receive 20% of the D/E Distributions ratably, based upon the number of outstanding shares of Class E Common held by each such holder.


(iv) Class P Common. At the same time as Distributions are made pursuant to paragraphs 2(B)(i), 2(B)(ii) and 2(B)(iii) above, the holders of Class P Common shall be entitled to receive, as a group, a percentage of all Distributions made to holders of Common Stock, such percentage to be determined by dividing (a) the number of shares of Class P Common outstanding on the record date for the applicable Distribution, by (b) the number of shares of Common Stock outstanding on the record date for the applicable Distribution; provided that at such time as the holders of Class A-2 Common receive, as a group, Distributions in respect of such Class ...