Exhibit 3.31.3
   ARTICLES OF ASSOCIATION
 OF
 VOREIOS SHIPPING COMPANY LIMITED
  1.
    
    The Regulations contained or incorporated in Table A of the First Schedule of the Companies
Law (1998 Revision) shall not apply to this Company.
 2.
    (a)
    
    In these Articles, the following terms shall have the meanings set opposite unless the
context otherwise requires:-
 (i)
    
    Articles
    
    these Articles of Association as from time to time
amended by Special Resolution(ii)
    
    Auditors
    
    the Auditors for the time being of the Company, if any;(iii)
    
    Company
    
    Voreios Shipping Company Limited;(iv)
    
    Directors
    
    the directors of the Company for the time being or,
as the case may be, the directors assembled as a board;(v)
    
    Law
    
    the Companies Law (1998 Revision) of the Cayman Islands and
any amendment or other statutory modification thereof and where in these
Articles any provision of the Law is referred to, the reference is to that
provision as modified by any law for the time being in force;(vi)
    
    Member
    
    a person who is registered in the Register of Members as
the holder of any Share in the Company;(vii)
    
    month
    
    a calendar month;(viii)
    
    Ordinary
Resolution
    
    a resolution of a general meeting passed by a majority of the
Members entitled to vote present at the meeting or a written
resolution signed by all Members entitled to vote;(ix)
    
    Registered
Office
    
    the registered office of the Company as provided in Section
50 of the Law;




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(x)
    
    Register of
Members
    
    the register of Members to be kept pursuant to Section 40 of
the Law;(xi)
    
    Secretary
    
    any person appointed by the Directors to perform any
of the duties of the secretary of the Company and including any assistant
secretary;(xii)
    
    Seal
    
    the common seal of the Company (if applicable) or any
facsimile or official seal (if applicable) for the use outside of the Cayman
Islands;(xii)
    
    Share
    
    an ordinary voting share in the capital of the Company; and(xiii)
    
    Special
Resolution
    
    a resolution of a general meeting passed by a two-thirds
majority of the Members entitled to vote thereat present at the
meeting or a written resolution signed by all Members entitled to vote
and otherwise in accordance with Section 60 of the Law.
 (b)
    
    Unless the context otherwise requires, expressions defined in the Law and used
herein shall have the meanings so defined.(c)
    
    In these Articles unless the context otherwise requires:-
 (i)
    
    words importing the singular number shall include the plural
number and vice-versa;(ii)
    
    words importing the masculine gender only shall include the
feminine gender;(iii)
    
    words importing persons only shall include companies or
associations or bodies of persons whether incorporated or not;(iv)
    
    a notice provided for herein shall be in writing unless
otherwise specified and all reference herein to in writing and written
shall include printing, lithography, photography and other modes of
representing or reproducing words in permanent visible form; and(v)
    
    may shall be construed as permissive and shall shall be
construed as imperative.
 (d)
    
    Heading used herein are intended for convenience only and shall not affect the
construction of these Articles.
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SHARES
 3.
    (a)
    
    Subject to the provisions, if any, in that behalf in the Memorandum of Association, and
without prejudice to any special rights previously conferred on the holders of existing
Shares, any Share may be issued with such preferred, deferred, or other special rights, or
such restrictions, whether in regard to dividend, voting, return of Share capital or
otherwise, as the Company may from time to time by Special Resolution determine, and subject
to the provisions of section 37 of the Law, any Share may, with the sanction of a Special
Resolution, be issued on the terms that it is, or at the option of the Company or the holder
is liable, to be redeemed.
 (b)
    
    If at any time the share capital is divided into different classes of Shares,
the rights attached to any class (unless otherwise provided by the terms of issue of
the Shares of that class) may be varied with the consent in writing of the holders of
three-fourths of the issued Shares of that class or with the sanction of a resolution
passed by not less than three-fourths of such holders of the Shares of that class as
may be present in person or by proxy at a separate general meeting of the holders of
the Shares of that class. To every such separate general meeting, the provisions of
these Articles relating to general meetings shall mutatis mutandis apply, but so that
the necessary quorum shall be any one or more persons holding or representing by proxy
not less than one-third of the issued Shares of the class and that any holder of Shares
of the class present in person or by proxy may demand a poll.
 4.
    (a)
    
    Every person whose name is entered as a Member in the Register of Members shall be
entitled, without payment, to a certificate of the Company specifying the Share or Shares held
by him and the amount paid up thereon, provided that in respect of a Share or Shares held
jointly by several persons, the Company shall not be bound to issue more than one certificate,
and delivery of a certificate for a Share to one of several joint holders shall be sufficient
delivery to all.
 (b)
    
    If a Share certificate is defaced, lost or destroyed it may be renewed on
payment of such fee, if any, and on such terms, if any, as to evidence and indemnity,
as the Directors think fit.
 5.
    
    Except as required by law, no person shall be recognised by the Company as holding any Share
upon any trust, and the Company shall not be bound by or be compelled in any way to recognise
(even when having notice thereof) any equitable, contingent, future or partial interest in any
Share (except only as by these Articles or by law otherwise provided or under an order of a
court of competent jurisdiction) or any other rights in respect of any Share except an
absolute right to the entirety thereof in the registered holder, but the Company may in
accordance with the Law issue fractions of Shares.6.
    
    The Shares shall be at the disposal of the Directors, and they may (subject to the provisions
of the Law) allot, grant options over, or otherwise dispose of them to such
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persons, on such terms and conditions, and at such times as they think fit, but so that no
Share shall be issued at a discount, except in accordance with the provisions of the Law.
 LIEN
 7.
    
    The Company shall have a first and paramount lien on every Share (not being a fully paid
Share) for all moneys (whether presently payable or not) called or payable at a fixed time in
respect of that Share, and the Company shall also have a lien on all Shares (other than fully
paid-up Shares) standing registered in the name of a single person for all moneys presently
payable by him or his estate to the Company; but the Directors may at any time declare any
Share to be wholly or in part exempt from the provisions of this Article. The Companys lien,
if any, on a Share shall extend to all dividends payable thereon.8.
    
    The Company may sell, in such manner as the Directors think fit, any Shares on which the
Company has a lien, but no sale shall be made unless some sum in respect of which the lien
exists is presently payable nor until the expiration of fourteen days after a notice in
writing, stating and demanding payment of such part of the amount in respect of which the lien
exists as is presently payable, has been given to the registered holder for the time being of
the Share, or the persons entitled thereto by reason of his death or bankruptcy.9.
    
    For giving effect to any such sale, the Directors may authorise some person to transfer the
Shares sold to the purchaser thereof. The purchaser shall be registered as the holder of the
Shares comprised in any such transfer and he shall not be bound to see to the application of
the purchase money, nor shall his title to the Shares be affected by any irregularity or
invalidity in the proceedings in reference to the sale.10.
    
    The proceeds of the sale shall be received by the Company and applied in payment of such part
of the amount in respect of which the lien exists as is presently payable, and the residue
shall (subject to a like lien for sums not presently payable as existed upon the Shares prior
to the sale) be paid to the person entitled to the Shares at the date of the sale.
 CALLS ON SHARES
 11.
    
    The Directors may from time to time make calls upon the Members in respect of any money
unpaid on their Shares provided that no call shall be payable earlier than one month from the
last call; and each Member shall (subject to receiving at least fourteen days notice
specifying the time or times of payment) pay to the Company at the time or times so specified
the amount called on his Shares.12.
    
    The joint holders of a Share shall be jointly and severally liable to pay calls in respect
thereof.13.
    
    If a sum called in respect of a Share is not paid before or on the day appointed for payment
thereof, the person from whom the sum is due shall pay interest upon the sum at the rate of
six per cent per annum from the day appointed for the payment thereof to the
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time of the actual payment, but the Directors shall be at liberty to waive payment of that
interest wholly or in part.
 14.
    
    The provisions of these Articles as to the liability of joint holders and as to payment of
interest shall apply in the case of non-payment of any sum which, by the terms of issue of a
Share becomes payable at a fixed time, whether on account of the amount of the Share, or by
way of premium, as if the same had become payable by virtue of a call duly made and notified.15.
    
    The Directors may make arrangements on the issue of Shares for a difference between the
holders in the amount of calls to be paid and in the times of payment.16.
    
    The Directors may, if they think fit, receive from any Member willing to advance the same all
or any part of the moneys uncalled and unpaid upon any Shares held by him and upon all or any
of the moneys so advanced may (until the same would, but for such advance, become presently
payable) pay interest at such rate (not exceeding without the sanction of the Company in
general meeting six per cent) as may be agreed upon between the Member paying the sum in
advance and the Directors.
 FORFEITURE OF SHARES
 17.
    
    If a Member fails to pay any call or installment of a call on the day appointed for payment
thereof, the Directors may, at any time thereafter during such time as any part of such call
or installment remains unpaid, serve a notice on him requiring payment of so much of the call
or installment as is unpaid, together with any interest which may have accrued.18.
    
    The notice shall name a further day (not earlier than the expiration of fourteen days from
the date of the notice) on or before which the payment required by the notice is to be made
and shall state that in the event of non-payment at or before the time appointed, the Shares
in respect of which the call was made will be liable to be forfeited.19.
    
    If the requirements of any such notice as aforesaid are not complied with, any Share in
respect of which the notice has been given may at any time thereafter, before the payment
required by the notice has been made, be forfeited by a resolution of the Directors to that
effect.20.
    
    A forfeited Share may be sold or otherwise disposed of on such terms and in such manner as
the Directors think fit, and at any time before a sale or disposition, the forfeiture may be
cancelled on such terms as the Directors think fit.21.
    
    A person whose Shares have been forfeited shall cease to be a Member in respect of the
forfeited Shares, but shall, notwithstanding, remain liable to pay to the Company all moneys
which at the date of forfeiture were payable by him to the Company in respect of the Shares,
but his liability shall cease if and when the Company receives payment in full of the amount
due on the Shares.
 
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22.
    
    A statutory declaration in writing that the declarant is a Director of the Company, and that
a Share in the Company has been duly forfeited on a date stated in the declaration, shall be
conclusive evidence of the facts therein stated as against all persons claiming to be entitled
to the Share. The Company may receive the consideration, if any, given for the Share on any
sale or disposition thereof and may execute a transfer of the Share in favour of the person to
whom the Share is sold or disposed of and he shall thereupon be registered as the holder of
the Share, and shall not be bound to see to the application of the purchase money, if any, nor
shall his title to the Share be affected by any irregularity or invalidity in the proceedings
in reference to the forfeiture, sale or disposal of the Share.23.
    
    The provisions of these Articles as to forfeiture shall apply in the case of non-payment of
any sum which, by the terms of issue of a Share, becomes payable at a fixed time, whether on
account of the amount of the Share, or by way of premium, as if the same had been made payable
by virtue of a call duly made and notified.
 TRANSFER AND TRANSMISSION OF SHARES
 24.
    
    The instrument of transfer of any Share shall be executed by or on behalf of the transferor
and transferee, and the transferor shall be deemed to remain a holder of the Share until the
name of the transferee is entered in the Register of Members in respect thereof.25.
    
    Shares shall be transferred in the following form, or in any usual or common form approved by
the Directors:
  
 Transferor
    
    Transferee
 26.
    (a)
    
    The Directors may, in their absolute discretion and without
assigning any reason therefor, decline to register any
transfer of Shares to a person of whom they do not approve.
 (b)
    
    The Directors may also suspend the registration of transfers during the
fourteen days immediately preceding the annual general meeting in each year.
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(c)
    
    The Directors may decline to recognise any instrument of transfer unless (a) a
fee not exceeding one dollar is paid to the Company in respect thereof, and (b) the
instrument of transfer is accompanied by the certificate of the Shares to which it
relates, and such other evidence as the Directors may reasonably require to show the
right of the transferor to make the transfer.(d)
    
    If the Directors refuse to register a transfer of Shares, they shall within one
month after the date on which the transfer was lodged with the Company, send to the
transferee notice of the refusal.
 27.
    
    The legal personal representative of a deceased sole holder of a Share shall be the only
person recognised by the Company as having any title to the Share. In case of a Share
registered in the names of two or more holders, the survivors or survivor, or the legal
personal representative of the deceased survivor, shall be the only persons recognised by the
Company as having any title to the Share.28.
    
    Any person becoming entitled to a Share in consequence of the death or bankruptcy of a Member
shall upon such evidence being produced as may from time to time be properly required by the
Directors, having the right either to be registered as a Member in respect of the Share or,
instead of being registered himself, to make such transfer of the Share as the deceased or
bankrupt person could have made; but the Directors shall, in either case, have the same right
to decline or suspend registration as they would have had in the case of a transfer of the
Share by the deceased or bankrupt person before the death or bankruptcy.29.
    
    A person becoming entitled to a Share by reason of the death or bankruptcy of the holder
shall be entitled to the same dividends and other advantages to which he would be entitled if
he were the registered holder of the Share, except that he shall not, before being registered
as a Member in respect of the Share, be entitled in respect of it to exercise any right
conferred by membership in relation to meetings of the Company.
 CONVERSION OF SHARES INTO STOCK
 30.
    
    The Company may by Ordinary Resolution convert any paid-up Shares into stock, and reconvert
any stock into paid-up Shares of any denomination.31.
    
    The holders of stock may transfer the same, or any part thereof in the same manner and
subject to the same regulations as and subject to which the Shares from which the stock arose
might prior to conversion have been transferred, or as near thereto as circumstances admit;
but the Directors may from time to time fix the minimum amount of stock transferable, and
restrict or forbid the transfer of fractions of that minimum, but the minimum shall not exceed
the nominal amount of the Shares from which the stock arose.32.
    
    The holders of stock shall, according to the amount of the stock held by them, have the same
rights, privileges and advantages as regards dividends, voting at meetings of the Company and
other matters as if they held the Shares from which the stock arose but no such privilege or
advantage (except participation in the dividends and profits of the
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Company) shall be conferred by any such aliquot part of stock as would not, if existing as
Shares, have conferred that privilege or advantage.
 33.
    
    Such of the Articles of the Company as are applicable to paid-up Shares shall apply to stock,
and the words Share and Member herein shall include stock and stockholder.
 ALTERATION OF CAPITAL
 34.
    
    The Company may from time to time by Ordinary Resolution increase the share capital by such
sum to be divided into new Shares of such amount, as the resolution shall prescribe.35.
    
    Subject to any direction to the contrary that may be given by the Company in general meeting,
all new Shares shall be at the disposal of the Directors in accordance with Article 6.36.
    
    The new Shares shall be subject to the same provisions with reference to the payment of
calls, lien, transfer, transmission, forfeiture and otherwise as the Shares in the original
share capital.37.
    
    The Company may by Ordinary Resolution:
 (a)
    
    consolidate and divide all or any of its Share capital into Shares of larger
amount than its existing Shares;(b)
    
    sub-divide its existing Shares, or any of them, into Shares of smaller amount
than is fixed by the Memorandum of Association, subject nevertheless to the provisions
of Section 13 of the Law; and(c)
    
    cancel any Shares which, at the date of the passing of the resolution, have not
been taken or agreed to be taken by any person.
 38.
    
    Subject to the provisions of the Law and the Memorandum of Associates, the Company may
purchase its own Shares, including any redeemable Shares, provided that the manner of purchase
has first been authorised by Ordinary Resolution and may make payment therefor or for any
redemption of Shares in any manner authorised by the Law, including out of capital.
 STATUTORY MEETINGS
 39.
    
    The Company, if registered as an Ordinary Company under the Law, shall hold a general meeting
once in every calendar year at such time and place as may be resolved by the Company in
general meeting or, in default, at such time and place as the Directors may determine or, in
default, at such time in the third month following that in which the anniversary of the
Companys incorporation occurs, and at such place as the Directors
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shall appoint. In default of a general meeting being so held, a general meeting shall be
held in the month next following and may be convened by any one or more Members holding in
the aggregate not less than one-third of the total issued share capital of the Company
entitled to vote and in the same manner as nearly as possible as that in which meetings are
to be convened by the Directors. The above mentioned general meetings shall be called
annual general meetings; all other general meetings shall be called extraordinary general
meetings.
 40.
    
    If the Company is registered as an Exempted Company under the Law, the Directors shall hold
at least one Directors meeting in the Cayman Islands in each calendar year.
 GENERAL MEETINGS
 41.
    
    The Directors may whenever they think fit, convene an extraordinary general meeting. If at
any time there are not sufficient Directors capable of acting to form a quorum, any Director
or any one or more Members holding in the aggregate not less than one-third of the total
issued share capital of the Company entitled to vote may convene an extraordinary general
meeting in the same manner as nearly as possible as that in which meetings may be convened by
the Directors. The Directors shall, upon the requisition in writing of one more Members
holding in the aggregate not less than one-tenth of such paid-up capital of the Company as at
the date of the requisition carries the right of voting at general meetings, convene an
extraordinary general meeting. Any such requisition shall express the object of the meeting
proposed to be called, and shall be left at the Registered Office of the Company. If the
Directors do not proceed to convene a general meeting within twenty-one days from the date of
such requisition being left as aforesaid, the requisitionists or any or either of them or any
other Member or Members holding in the aggregate not less than one-tenth of such paid-up
capital of the Company as at the date of the requisition carries the right of voting at
general meetings, may convene an extraordinary general meeting to be held at the Registered
Office of the Company or at some convenient place within the Cayman Islands at such time,
subject to the Companys Articles as to notice, as the persons convening the meeting fix.42.
    
    Seven days notice at the least (exclusive of the day on which the notice is served or deemed
to be served, but inclusive of the day for which the notice is given) specifying the place,
the day and the hour of meeting and, in the case of special business, the general nature of
that business shall be given in manner hereinafter provided, or in such other manner (if any)
as may be prescribed by the Company in general meetings, to such persons as are entitled to
vote or may otherwise be entitled under the Articles of the Company to receive such notices
from the Company; but with the consent of all the Members entitled to receive notice of some
particular meeting, that meeting may be convened by such shorter notice or without notice and
in such manner as those Members may think fit.43.
    
    The accidental omission to give notice of a meeting to, or the non-receipt of a notice of a
meeting by, any Member entitled to receive notice shall not invalidate the proceedings at any
meeting.
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44.
    
    All business shall be deemed special that is transacted at an extraordinary general meeting,
and all that is transacted at an annual general meeting shall be deemed special with the
exception of sanctioning a dividend, the consideration of the accounts, balance sheets, the
report of the Directors and Auditors, the election of Directors and other officers in the
place of those retiring (if any) and the appointment and fixing of remuneration of Auditors.
 45.
    (a)
    
    No business shall be transacted at any general meeting unless a quorum of Members is
present at the time that the meeting proceeds to business; save as herein otherwise provided,
one or more Members holding in the aggregate not less than one-third of the total issued share
capital of the Company present in person or by proxy and entitled to vote shall be a quorum.
 (b)
    
    An Ordinary Resolution or a Special Resolution (subject to the provisions of
the Law) in writing signed by all the Members for the time being entitled to receive
notice of and to attend and vote at general meetings, (or being corporations by their
duly authorised representatives) including a resolution signed in counterpart by or on
behalf of such Members or by way of signed telefax transmission, shall be as valid and
effective as if the same had been passed at a general meeting of the Company duly
convened and held.
 46.
    
    If within half an hour from the time appointed for the meeting a quorum is not present, the
meeting, if convened upon the requisition of Members, shall be dissolved. In any other case
it shall stand adjourned to the same day in the next week, at the same time and place, and if
at the adjourned meeting a quorum is not present within half an hour from the time appointed
for the meeting, the Members present shall be a quorum.47.
    
    The chairman, if any, of the Board of Directors shall preside as chairman at every general
meeting of the Company.48.
    
    If there is no such chairman, or if at any meeting he is not present within fifteen minutes
after the time appointed for holding the meeting or is unwilling to act as chairman, the
Members present shall choose one of their number to be chairman.49.
    
    The chairman may with the consent of any meeting at which a quorum is present (and shall if
so directed by the meeting) adjourn the meeting from time to time and from place to place, but
no business shall be transacted at any adjourned meeting other than the business left
unfinished at the meeting from which the adjournment took place. When a meeting is adjourned
for ten days or more, notice of the adjourned meeting shall be given as in the case of an
original meeting. Save as aforesaid it shall not be necessary to give any notice of an
adjournment or of the business to be transacted at an adjourned meeting.50.
    
    At any general meeting a resolution put to the vote of the meeting shall be decided on a show
of hands, unless a poll is (before or on the declaration of the result of the show of hands)
demanded by one or more Members present in person or by proxy who together hold not less than
fifteen per cent of the paid-up capital of the Company entitled to vote,
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and, unless a poll is so demanded, a declaration by the chairman that a resolution has, on a
show of hands, been carried or carried unanimously, or by a particular majority, or lost and
an entry to that effect in the minutes of the proceedings of the Company, shall be
conclusive evidence of the fact, without proof of the number or proportion of the votes
recorded in favour of, or against, that resolution.
 51.
    
    If a poll is duly demanded it shall be taken in such manner as the chairman directs, and the
result of the poll shall be deemed to be the resolution of the meeting at which the poll was
demanded.52.
    
    In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of
the meeting at which the show of hands takes place or at which the poll is demanded, shall be
entitled to a second or casting vote.53.
    
    A poll demanded on the election of a chairman or on a question of adjournment shall be taken
forthwith. A poll demanded on any other question shall be taken at such time as the chairman
of the meeting directs.
 VOTES OF MEMBERS
 54.
    
    On a show of hands every Member present in person or by proxy and entitled to vote shall have
one vote. On a poll every Member present in person or by proxy and entitled to vote shall
have one vote for each Share of which he is the holder.55.
    
    In the case of joint holders the vote of the senior who tenders a vote whether in person or
by proxy, shall be accepted to the exclusion of the votes of the other joint holders; and for
this purpose seniority shall be determined by the order in which the names stand in the
Register of Members.56.
    
    A Member of unsound mind, or in respect of whom an order has been made by any court having
jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his committee or
other person in the nature of a committee appointed by that court, and any such committee or
other person may vote by proxy.57.
    
    No Member shall be entitled to vote at any general meeting, unless all calls or other sums
presently payable by him in respect of Shares in the Company have been paid.58.
    
    On a poll votes may be given either personally or by proxy.59.
    
    The instrument appointing a proxy shall be in writing under the hand of the Member or, if the
Member is a corporation, either under seal or under the hand of a director or officer or
attorney duly authorized. A proxy need not be a Member of the Company. A vote given in
accordance with the terms of an instrument of proxy shall be valid notwithstanding the
previous death or insanity of the principal or revocation of the proxy or of the authority
under which the proxy is given Provided that no intimation in writing of such death, insanity
or revocation as aforesaid shall have been received by the Company at its
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Registered Office before the commencement of the general meeting, or adjourned meeting, at
which it is sought to use the proxy.
 60.
    
    The instrument appointing a proxy shall be deposited at the Registered Office of the Company
or at such other place as is specified for that purpose in the notice convening the meeting no
later than the time for holding the meeting or adjourned meeting at which the person named in
the instrument proposes to vote, and in default the instrument of proxy shall not be treated
as valid PROVIDED that the chairman of the meeting may in his discretion accept an instrument
of proxy sent by telex of telefax upon receipt of telex or telefax confirmation that the
signed original thereof has been sent.61.
    
    An instrument appointing a proxy may be in the following form or any other form approved by
the Directors:
    62.
    
    The instrument appointing a proxy shall be deemed to confer authority to demand or join in
demanding a poll.
 CORPORATIONS ACTING BY REPRESENTATIVES AT MEETING
 63.
    
    Any corporation which is a Member of the Company may by resolution of its directors or other
governing body authorise such person as it thinks fit to act as its representative at any
meeting of the Company or of any class of Members of the Company, and the person so authorised
shall be entitled to exercise the same powers on behalf of the corporation which he represents
as that corporation could exercise if it were an individual Member of the Company.
 DIRECTORS AND OFFICERS
 64.
    (a)
    
    The names of the first Directors shall be determined in writing by the subscribers of the
Memorandum of Association.
 (b)
    
    Notwithstanding any provision in these Articles to the contrary, a sole
Director shall be entitled to exercise all of the powers and functions of the Directors
which may be imposed on them by Law or by these Articles.
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65.
    
    The remuneration of the Directors shall from time to time be determined by the Company in
general meeting. The Directors shall also be entitled to be paid their travelling, hotel and
other expenses properly incurred by them in going to, attending and returning from meetings of
the Directors, or any committee of the Directors, or general meetings of the Company, or
otherwise in connection with the business of the Company, or to receive a fixed allowance in
respect thereof as may be determined by the Directors from time to time, or a combination
partly of one such method and partly the other.66.
    
    No Share holding qualification shall be required for Directors unless otherwise required by
the Company by Ordinary Resolution.67.
    
    Any Director may in writing appoint another person who is approved by the majority of the
Directors to be his alternate to act in his place at any meeting of the Directors at which is
unable to be present. Every such alternate shall be entitled to notice of meetings of the
Directors and to attend and vote thereat as a Director when the person appointing him is not
personally present and where he is a Director to have a separate vote on behalf of the
Director he is representing in addition to his own vote. A Director may at any time, in
writing, revoke the appointment of an alternate appointed by him. Every such alternate shall
be an officer of the Company and shall not be deemed to be the agent of the Director
appointing him. The remuneration of such alternate shall be payable out of the remuneration
of the Director appointing him and the proportion thereof shall be agreed between them.68.
    
    The Directors may by resolution appoint one of their number to be Managing Director or
President upon such terms as to duration of office remuneration and otherwise as they may
think fit.69.
    
    The Directors may also by resolution appoint a Secretary and such other officers as may from
time to time be required upon such terms as to duration of office, remuneration and otherwise
as they may think fit. Such Secretary or other officers need not be Directors and in the case
of the other officers may be ascribed such titles as the Directors may decide.
 POWERS AND DUTIES OF DIRECTORS
 70.
    
    The business of the Company shall be managed by the Directors, who may pay all expenses
incurred in setting up and registering the Company and may exercise all such powers of the
Company as are not, by the Law or these Articles, required to be exercised by the Company in
general meeting, subject, nevertheless, to any clauses of these Articles, to the provisions of
the Law, and to such regulations, being not inconsistent with the aforesaid clauses or
provisions, as may be prescribed by the Company in general meeting but no regulation made by
the Company in general meeting shall invalidate any prior act of the Directors which would
have been valid if that regulation had not been made.71.
    
    The Directors may exercise all the powers of the Company to borrow money and to mortgage or
charge its undertaking, property and uncalled capital or any part thereof, to
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issue debentures, debenture stock and other securities whenever money is
borrowed or as security for any debt, liability or obligation of the Company or
of any third party.
 72.
    (a)
    
    The Directors may from time to time and at
any time by power of attorney appoint any
company, firm or person or body of persons,
whether nominated directly or indirectly by
the Directors, to be the attorney or
attorneys of the Company for such purposes
and with such powers, authorities and
discretions (not exceeding those vested in
or exercisable by the Directors under these
Articles) and for such period and subject to
such conditions as they may think fit, and
any such powers of attorney may contain such
provisions for the protection and
convenience of persons dealing with any such
attorney as the Directors may think fit and
may also authorise any such attorney to
delegate all or any of the powers,
authorities and discretions vested in him.
 (b)
    
    The Directors may delegate any of the powers exercisable by them to a Managing
Director or any other person or persons acting individually or jointly as they may from
time to time by resolution appoint upon such terms and conditions and with such
restrictions as they may think fit, and may from time to time by resolution revoke,
withdraw, alter or vary all or any such powers.(c)
    
    All cheques, promissory notes, drafts, bills of exchange and other negotiable
instruments, and all receipts for moneys paid to the Company shall be signed, drawn,
accepted, endorsed, or otherwise executed, as the case may be, in such manner as the
Directors shall from time to time by resolution determine.(d)
    
    No document or deed otherwise duly executed and delivered by or on behalf of
the Company shall be regarded as invalid merely because at the date of delivery of the
deed or document, the Director, Secretary or other officer or person who shall have
executed the same and/or affixed the Seal (if any) thereto as the case may be for and
on behalf of the Company shall have ceased to hold such office or to hold such
authority on behalf of the Company.
 73.
    
    The Directors shall cause minutes to be prepared:
 (a)
    
    of all appointments of officers made by the Directors;(b)
    
    of the names of the Directors present at each meeting of the Directors and of
any committee of the Directors;(c)
    
    of all resolutions and proceedings at all meetings of the Members of the
Company and of the Directors and of committees of Directors; and the chairman of all
such meetings or of any meeting confirming the minutes thereof shall sign the same.
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DISQUALIFICATION AND CHANGES OF DIRECTORS
 74.
    
    The office of Director shall be vacated if the Director:-
 (a)
    
    becomes bankrupt or makes any arrangement or composition with his creditors
generally; or(b)
    
    is found to be or becomes of unsound mind; or(c)
    
    resigns his office by notice in writing to the Company; or(d)
    
    if he ceases to be a Director by virtue of, or becomes prohibited from being a
Director by reason of, an order made under any provisions of any law or enactment.
 75.
    
    At the annual general meeting of the Company in every year the whole of the Directors shall
retire from office, but shall be eligible for re-election.76.
    
    The Company at the annual general meeting (if any) at which a Director retires in manner
aforesaid may fill the vacated office by electing a person thereto and in default the retiring
Director shall be deemed to have been re-elected unless at such meeting it is resolved not to
fill such vacated office.77.
    
    The number of Directors shall be not less than one, nor unless the Company in general meeting
may otherwise determine, more than ten.78.
    
    Any casual vacancy occurring in the Board of Directors may be filled by the Directors.79.
    
    The Directors shall have the power at any time, and from time to time, to appoint a person as
an additional Director or persons as additional Directors.80.
    
    The Company may by Ordinary Resolution appoint and remove a Director or Directors.
 PROCEEDINGS OF DIRECTORS
 81.
    
    The Directors may meet together (either within or without the Cayman Islands) for the
dispatch of business, adjourn, and otherwise regulate their meetings and proceedings, as they
think fit. Questions arising at any meeting shall be decided by a majority of votes. In case
of an equality of votes, the chairman shall have a second or casting vote.82.
    
    A Director or alternate Director may, and the Secretary on the requisition of a Director or
alternate Director shall, at any time, summon a meeting of Directors by at least five days
notice in writing to every Director and alternate Director which notice shall set forth the
general nature of the business to be considered PROVIDED HOWEVER that notice may be waived by
all the Directors (or their alternates) either at, before or after the meeting is held
PROVIDED FURTHER that notice or waiver thereof may be given by telex or telefax.
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83.
    
    The quorum necessary for the transaction of the business of the Directors, may be fixed by
the Directors and unless so fixed by the Directors, shall be two Directors or their proxies,
save where the subscriber of the Memorandum of Association or the Members in general meeting
have appointed a sole Director when such Director acting alone shall constitute a quorum. For
the purpose of this Article, an alternate appointed by a Director shall be counted in a quorum
at a meeting at which the Director appointing him is not present.84.
    
    The continuing Directors may act not withstanding any vacancy in their body, but, if and so
long as their number is reduced below the number fixed by or pursuant to the Articles of the
Company as the necessary quorum of Directors, the continuing Directors may act for the purpose
of increasing the number of Directors to that number, or of summoning a general meeting of the
Company, but for no other purpose.85.
    
    Any Director or officer may act by himself or his firm in a professional capacity for the
Company, and he or his firm shall be entitled to remuneration for professional services as if
he were not a Director or officer Provided that nothing herein contained shall authorise a
Director or officer or his firm to act as Auditor of the Company.86.
    
    No person shall be disqualified from the office of Director or alternate Director or
prevented by such office from contracting with the Company, either as vendor, purchaser or
otherwise, nor shall any such contract or any contract or transaction entered into by or on
behalf of the Company in which any Director or alternate Director shall be in any way
interested be or be liable to be avoided, nor shall any Director or alternate Director so
contracting or being so interested by liable to account to the Company for any profit realised
by any such contract or transaction by reason of such Director holding office or of the
fiduciary relation thereby established. A Director (or his alternate Director in his absence)
shall be counted in the quorum of any relevant meeting which he attends and shall be at
liberty to vote in respect of any contract or transaction in which he is so interested as
aforesaid PROVIDED HOWEVER that the nature of the interest of any Director or alternate
Director in any such contract or transaction shall be disclosed by him or the alternate
Director appointed by him at or prior to its consideration and any vote thereon and a general
notice that a Director or alternate Director is a shareholder of any specified firm or company
and/or is to be regarded as interested in any transaction with such firm or company shall be
sufficient disclosure hereunder and after such general notice it shall not be necessary to
give special notice relating to any particular transaction.87.
    
    A Director may appoint any person to act as his proxy to attend and vote on his behalf at
meetings of the Directors or any committee of Directors. Such appointment must be made in
writing under the hand of the appointor, and may at any time be revoked in like manner, and
may be general or for a specified period, or for specified meetings, or for specified
resolutions, and may authorise and direct the appointee to be chairman if the appointor would,
if present, be entitled to preside. The form of appointment of proxy may contain directions
to the proxy to vote in accordance with instructions given by that Director or, in the absence
of such instructions, the proxy may act in his discretion. Notice of every such appointment
or revocation must be presented to the meeting of Directors at which the proxy is to be used
or first used prior to the commencement of
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such meeting. A proxy may be given by telex or telefax. The appointee need not be a
Director or Member of the Company, but he must furnish the Company with his address.
 88.
    
    The Directors may elect a chairman of their meetings and determine the period for which he is
to hold office; but if no such chairman is elected, or if at any meeting the chairman is not
present within five minutes after the time appointed for holding the same the Directors
present may choose one of their number to be chairman of the meeting.89.
    
    The Directors may delegate any of their powers to committees consisting of such member or
members of their body as they think fit; any committee so formed shall, in the exercise of the
powers so delegated, conform to any regulations that may be imposed on it by the Directors.90.
    
    A committee may elect a chairman of its meetings; if no such chairman is elected, or if at
any meeting the chairman is not present within five minutes after the time appointed for
holding the same, the members present may choose one of their number to be chairman of the
meeting.91.
    
    A committee may meet and adjourn as it thinks proper. Questions arising at any meeting shall
be determined by a majority of votes of the members present and in case of an equality of
votes the chairman shall have a second or casting vote.92.
    
    All acts done by any meeting of the Directors or of a committee of Directors, or by any
person acting as a Director shall, notwithstanding that it be afterwards discovered that there
was some defect in the appointment of any such Director or person acting as aforesaid, or that
they or any of them were disqualified, be as valid as if every such person had been duly
appointed and was qualified to be a Director.
 93.
    (a)
    
    A resolution signed by all of the Directors or all of the members of a committee of
Directors, including a resolution signed in counterpart or by way of signed telefax
transmission, shall be as valid and effectual as if it had been passed at a meeting of the
Directors or of a committee of Directors duly called and constituted.
 (b)
    
    To the extent permitted by law, the Directors or a committee of Directors may
also meet by telephone conference call where all Directors or committee members are
capable of speaking to and hearing the other Directors or committee members at the same
time.(c)
    
    When the Directors (being in number at least a quorum) sign the minutes of a
meeting of the Directors, the same shall be deemed to have been duly held
notwithstanding that the Directors have not actually come together or that there may
have been a technical defect in the proceedings.
 SEALS AND DEEDS
 94.
    (a)
    
    If the Directors determine that the Company shall have a Seal, the Directors shall
provide for the safe custody of the common Seal and the common Seal of the
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Company shall not be affixed to any instrument except by the authority of a
resolution of the Directors, and in the presence of a Director or of the Secretary
or of such other person as the Directors may appoint for the purpose and that
Director or the Secretary or other person as aforesaid shall sign every instrument
to which the common Seal of the Company is so affixed in his presence.
Notwithstanding the provisions hereof, annual returns and notices filed under the
Law may be executed either as a deed in accordance with the Law or by the common
Seal being affixed thereto in either case without the authority of a resolution of
the Directors by one Director or the Secretary.
 (b)
    
    The Company may maintain a facsimile of any common Seal in such counties or
places as the Directors shall appoint and such facsimile Seal shall not be affixed to
any instrument except by the authority of the Directors and in the presence of such
person or persons as the Directors shall for this purpose appoint and such person or
persons as aforesaid shall sign every instrument to which the facsimile Seal of the
Company is so affixed in his presence and such affixing of the facsimile Seal and
signing as aforesaid shall have the same meaning and effect as if the common Seal had
been affixed in the presence of and the instrument signed by a Director or the
Secretary or such other person as the Directors may appoint for the purpose.(c)
    
    In accordance with the Law, the Company may execute any deed or other
instrument which would otherwise be required to be executed under Seal by the signature
of such deed or instrument as a deed by a Director or by the Secretary of the Company
or by such other person as the Directors may appoint or by any other person or attorney
on behalf of the Company appointed by a deed or other instrument executed as a deed by
a Director or the Secretary or such other person as aforesaid.
 DIVIDENDS AND RESERVE
 95.
    
    The Company by Ordinary Resolution may declare dividends, but no dividend shall exceed the
amount recommended by the Directors.96.
    
    The Directors may from time to time pay to the Members interim dividends.97.
    
    No dividend shall be paid otherwise than out of profits or out of monies otherwise available
for dividend in accordance with the Law.98.
    
    Subject to the rights of persons, if any, entitled to Shares with special rights as to
dividends, all dividends on any class of Shares not fully paid shall be declared and paid
according to the amounts paid on the Shares of that class, but if and so long as nothing is
paid-up on any of the Shares in the Company, dividends may be declared and paid according to
the number of Shares. No amount paid on a Share in advance of calls shall, while carrying
interest, be treated for the purposes of this Article as paid on the Share.
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99.
    
    The Directors may, before recommending any dividend, set aside out of the profits of the
Company such sums as they think proper as a reserve or reserves which shall, at the discretion
of the Directors, be applicable for meeting contingencies, or for equalising dividends, or for
any other purpose to which the profits of the Company may be properly applied, and pending
such application may, at the like discretion, either be employed in the business of the
Company or be invested in such investments as the Directors may from time to time think fit.100.
    
    If several persons are registered as joint holders of any Share, any of them may give
effectual receipts for any dividend or other moneys payable on or in respect of the Share.101.
    
    Any dividend may be paid by cheque or warrant sent through the post to the registered address
of the Member or person entitled thereto or in the case of joint holders to any one of such
joint holders at his registered address or to such person and such address as the Member or
person entitled or such joint holders as the case may be may direct. Every such cheque or
warrant shall be made payable to the order of the person to whom it is sent or to the order of
such other person as the Member or person entitled or such joint holders as the case may be
may direct.102.
    
    The Directors may declare that any dividend is paid wholly or partly by the distribution of
specific assets and in particular of paid-up shares, debentures or debenture stock of any
other company or in any one or more of such ways, and the Directors shall give effect to such
resolution, and where any difficulty arises in regard to such distribution, the Directors may
settle the same as they think expedient, and in particular may issue fractional certificates
and fix the value for distribution of such specific assets or any part thereof and may
determine that cash payments shall be made to any Members upon the footing of the value so
fixed in order to adjust the rights of all parties, and may vest any such specific assets in
trustees as may seem expedient to the Directors.103.
    
    No dividend shall bear interest against the Company. All unclaimed dividends may be invested
or otherwise made use of by the Directors for the benefit of the Company until claimed. Any
dividend unclaimed by a Member six years after the dividend payment date shall revert to the
Company.
 CAPITALISATION OF PROFITS
 104.
    
    The Company may upon the recommendation of the Directors by Ordinary Resolution authorise the
Directors to capitalise any sum standing to the credit of any of the Companys reserve
accounts (including share premium account and capital redemption reserve fund) or any sum
standing to the credit of the profit and loss account or otherwise available for distribution
and to appropriate such sums to Members in the proportions in which such sum would have been
divisible amongst them had the same been a distribution of profits by way of dividend and to
apply such sum on their behalf in paying up in full unissued Shares for allotment and
distribution credited as fully paid-up to and amongst them in the proportion aforesaid. In
such event the Directors shall do all acts and things required to give effect to such
capitalisation, with full power to the Directors
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to make such provision as they think fit for the case of Shares becoming distributable in
fractions (including provision whereby the benefit of fractional entitlements accrue to the
Company rather than to the Members concerned). The Directors may authorise any person to
enter on behalf of all the Members interested into an agreement with the Company providing
for such capitalisation and matters incidental thereto and any agreement made under such
authority shall be effective and binding on all concerned.
 ACCOUNTS
 105.
    
    The books of account relating to the Companys affairs shall be kept in accordance with the
Law and otherwise in such manner as may be determined from time to time by the Company by
Ordinary Resolution or failing such determination by the Directors of the Company.106.
    
    Such Auditors may be appointed and the accounts relating to the Companys affairs may be
audited in such manner as may be determined from time to time by the Company by Ordinary
Resolution or failing such determination by the Directors.
 WINDING UP
 107.
    
    If the Company shall be wound up, the liquidator may, with the sanction of a Special
Resolution of the Company and any other sanction required by the Law, divide amongst the
Members in specie or kind the whole or any part of the assets of the Company (whether they
shall consist of property of the same kind or not) and may for such purpose set such value as
he deems fair upon any property to be divided as aforesaid and may determine how such division
shall be carried out as between the Members or different classes of Members. The liquidator
may with the like sanction, vest the whole or any part of such assets in trustees upon such
trusts for the benefit of the contributories as the liquidator, with the like sanction, shall
think fit, but so that no Member shall be compelled to accept any Shares or other securities
whereon there is any liability.108.
    
    If the Company shall be wound up and the assets available for distribution amongst the
Members as such shall be insufficient to repay the whole of the paid-up capital, such assets
shall be distributed so that, as nearly as may be, the losses shall be borne by the Members in
proportion to the capital paid up, or which ought to have been paid up, at the commencement of
the winding up, on the Shares held by them respectively. And if in a winding up the assets
available for distribution amongst the Members shall be more than sufficient to repay the
whole of the capital paid up at the commencement of the winding up, the excess shall be
distributed amongst the Members in proportion to the capital paid up at the commencement of
the winding up on the Shares held by them respectively. This Article is to be without
prejudice to the rights of the holders of Shares issued upon special terms and conditions.
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NOTICES
 109.
    (a)
    
    A notice may be given by the Company to any Member either personally or by sending it by
post, telex or telefax to him to his registered address, or (if he has no registered address)
to the address, if any, supplied by him to the Company for the giving of notices to him.
 (b)
    
    Where a notice is sent by post, service of the notice shall be deemed to be
effected by properly addressing, prepaying, and posting a letter containing the notice
(by airmail if available) and to have been effected, in the case of a notice of a
meeting at the expiration of three days after it was posted.(c)
    
    Where a notice is sent by telex or telefax, service of the notice shall be
deemed to be effected by properly addressing and sending such notice through the
appropriate transmitting medium and to have been effected on the day the same is sent.
 110.
    
    If a Member has no registered address and has not supplied to the Company an address for the
giving of notice to him, a notice addressed to him and advertised in a newspaper circulating
in the Cayman Islands shall be deemed to be duly given to him at noon on the day following the
day on which the newspaper is circulated and the advertisement appeared therein.111.
    
    A notice may be given by the Company to the joint holders of a Share by giving the notice to
the joint holder named first in the register of Members in respect of that Share.112.
    
    A notice may be given by the Company to the person entitled to a Share in consequence of the
death or bankruptcy of a Member by sending it through the post on prepaid letter addressed to
them by name, or by the title of representatives of the deceased or trustee of the bankrupt,
or by any like description, at the address, if any, supplied for the purpose by the persons
claiming to be so entitled, or (until such an address has been so supplied) by giving the
notice in any manner in which the same might have been given if the death or bankruptcy had
not occurred.113.
    
    Notice of every general meeting shall be given in some manner hereinbefore authorised to:
 (a)
    
    every Member entitled to vote except those Members entitled to vote who (having
no registered address) have not supplied to the Company an address for the giving of
notices to them; and(b)
    
    every person entitled to a Share in consequence of the death or bankruptcy of a
Member, who, but for his death or bankruptcy would be entitled to receive notice of the
meeting.
  21




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RECORD DATE
 114.
    
    The Directors may fix in advance a date as the record date for any determination of Members
entitled to notice of or to vote at a meeting of the Members and, for the purpose of
determining the Members entitled to receive payment of any dividend, the Directors may, at or
within 90 days prior to the date of the declaration of such dividend, fix a subsequent date as
the record date for such determination.
 AMENDMENT OF MEMORANDUM AND ARTICLES
 115.
    
    Subject to and insofar as permitted by the provisions of the Law, the Company may from time
to time by Special Resolution alter or amend its Memorandum of Association or these Articles
in whole or in part Provided however that no such amendment shall affect the rights attaching
to any class of Shares without the consent or sanction provided for in Article 3(b).
 ORGANISATION EXPENSES
 116.
    
    The preliminary and organisation expenses incurred in forming the Company shall be paid by
the Company and may be amortised in such manner and over such period of time and at such rate
as the Directors shall determine and the amount so paid shall in the accounts of the Company,
be charged against income and/or capital.
 OFFICERS OF THE COMPANY
 117.
    
    The Registered Office of the Company shall be at such address in the Cayman Islands as the
Directors shall from time to time determine. The Company, in addition to its Registered
Office, may establish and maintain an office in the Cayman Islands or elsewhere as the
Directors may from time to time determine.
 INDEMNITY
 118.
    
    Every Director and officer for the time being of the Company or any trustee for the time
being acting in relation to the affairs of the Company and their respective heirs, executors,
administrators, personal representatives or successors or assigns shall, in the absence of
wilful neglect or default, be indemnified by the Company against, and it shall be the duty of
the Directors out of the funds and other assets of the Company to pay, all costs, losses,
damages and expenses, including travelling expenses, which any such Director, officer or
trustee may incur or become liable in respect of by reason of any contract entered into, or
act or thing done by him as such Director, officer or trustee or in any way in or about the
execution of his duties and the amount for which such indemnity is provided shall immediately
attach as a lien on the property of the Company and have priority as between the Members over
all other claims. No such Director, officer or trustee shall be liable or answerable for the
acts, receipts, neglects or defaults of any other
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Director, officer or trustee or for joining in any receipt or other act for conformity or
for any loss or expense happening to the Company through the insufficiency or deficiency of
any security in or upon which any of the monies of the Company shall be invested or for any
loss of any of the moneys of the Company which shall be invested or for any loss or damage
arising from the bankruptcy, insolvency or tortious act of any person with whom any monies,
securities or effects shall be deposited, or for any other loss, damage or misfortune
whatsoever which shall happen in or about the execution of the duties of his respective
office or trust or in relation thereto unless the same happen through his own wilful neglect
or default.
 DESCRIPTION OFNAME OF SUBSCRIBER
    
    ADDRESS
    
    SUBSCRIBERHuntlaw Nominees Ltd.
    
    P.O. Box 1350GT,
    
    CompanyGrand CaymanCayman Islands
   
 23